Annual report
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Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Commission File Number: 001- 39000 Vista Energy, S.A.B. de C.V. (Exact name of registrant as specified in its charter) N.A. (Translation of registrant’s name into English) United Mexican States (Jurisdiction of incorporation or organization) Torre Mapfre 243 Paseo de la Reforma Avenue, 18th Floor Colonia Cuauhtémoc, Alcaldía Cuauhtémoc Mexico City, 06500 Mexico (Address of principal executive offices) Alejandro Cherñacov Torre Mapfre 243 Paseo de la Reforma Avenue, 18th Floor Colonia Cuauhtémoc, Alcaldía Cuauhtémoc Mexico City, 06500 Mexico Tel.: + 52 (55) 1555-7104 (Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchangeon which registered Series A shares VISTA New York Stock Exchange* American Depositary Shares, each representing 1 series A share, with no par value VIST New York Stock Exchange * Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 104,299,703 outstanding series A shares, with no par value 2 outstanding series C shares, with no par value
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Emerging Growth Company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (§ 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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Table of Contents TABLE OF CONTENTS Page Presentation of Information 1 Forward-Looking Statements 11 Item 1. Identity of Directors, Senior Management and Advisers 13 Item 2. Offer Statistics and Expected Timetable 13 Item 3. Key Information 13 Item 4. Information on the Company 61 Item 4A. Unresolved Staff Comments 114 Item 5. Operating and Financial Review and Prospects 114 Item 6. Directors, Senior Management and Employees 143 Item 7. Major Shareholders and Related Party Transactions 153 Item 8. Financial Information 155 Item 9. The Offer and Listing 156 Item 10. Additional Information 162 Item 11. Quantitative and Qualitative Disclosures about Market Risk 214 Item 12. Description of Securities Other Than Equity Securities 214 Item 13. Defaults, Dividend Arrearages and Delinquencies 215 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 216 Item 15. Controls and Procedures 216 Item 16. Reserved 217 Item 16A. Audit Committee Financial Expert 217 Item 16B. Code of Ethics 217 Item 16C. Principal Accountant Fees and Services 218 Item 16D. Exemptions from the Listing Standards for Audit Committees 218 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 218 Item 16F. Change in Registrant’s Certifying Accountant 219 Item 16G. Corporate Governance 219 Item 16H. Mine Safety Disclosure 220 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 220 Item 16J. Insider Trading Policies 221 Item 16K. Cybersecurity 221 Item 17. Financial Statements 224 Item 18. Financial Statements 224 Item 19. Exhibits 224
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Table of Contents PRESENTATION OF INFORMATION This document comprises the annual report of Vista Energy, S.A.B. de C.V. (“Vista”) on Form 20-F for the year ended December 31, 2025. References Unless otherwise indicated or the context otherwise requires, (i) the terms “Vista,” “Company,” “we,” “us,” and “our,” refer to Vista Energy, S.A.B. de C.V., a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, and its consolidated subsidiaries, (ii) the term “Issuer” refers to Vista exclusive of its subsidiaries, (iii) the term “Vista Argentina” refers to Vista Energy Argentina S.A.U. (formerly known as Vista Oil & Gas Argentina S.A.U., prior thereto as Vista Oil & Gas Argentina S.A., and prior thereto, as Petrolera Entre Lomas S.A.); (iv) the term “Vista Holding I” refers to Vista Energy Holding I, S.A. de C.V. (formerly known as Vista Oil & Gas Holding I, S.A. de C.V.); (v) the term “Vista Holding II” refers to Vista Energy Holding II, S.A. de C.V. (formerly known as Vista Oil & Gas Holding II, S.A. de C.V.); and (vi) the term “Vista LACH” refers to Vista Energy LACH S.A. (formerly known as Petronas E&P Argentina S.A.). See “Item 4—Information on the Company.” References to “series A shares” refer to shares of our series A common stock, no par value, and references to “ADSs” are to American Depositary Shares, each representing one series A share, except where the context requires otherwise. In addition, the term “Mexico” refers to the United Mexican States, the term “United States” refers to the United States of America, and the term “Argentina” refers to the Argentine Republic. Moreover, the phrase “Mexican government” refers to the federal government of Mexico, the phrase “U.S. government” refers to the federal government of the United States, and the phrase “Argentine government” refers to the federal government of Argentina. Accounting terms have the definitions set forth under IFRS Accounting Standards, as issued by the International Accounting Standards Board (“IASB”). Financial Statements and Information The consolidated financial statements included in this annual report have been prepared on a historical basis in accordance with IFRS Accounting Standards, as described herein. We maintain our books and records in U.S. Dollars, which is the presentation currency for our financial statements and also the functional currency of our operations. The financial information contained, or referred to, in this annual report includes the audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, and the notes thereto (“Audited Financial Statements”).The Audited Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB and are presented in U.S. Dollars. Presentation of Currencies and Rounding All references to “$,” “US$,” and “U.S. Dollars” are to U.S. Dollars, the lawful currency of the United States of America, references to “Mexican Pesos” and “Ps.” are to Mexican Pesos, the lawful currency of Mexico and “Argentine Pesos” and “AR$” are to Argentine Pesos, the lawful currency of Argentina. The Audited Financial Statements are presented in U.S. Dollars. Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. No Emerging Growth Company Status As of December 31, 2023, we have ceased to be an emerging growth company and are therefore no longer able to take advantage of certain exemptions from various requirements applicable to other public companies that are emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”). As such, our independent registered public accounting firm is now required to attest to the effectiveness of our internal control over financial reporting. 1
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Table of Contents Public Company in Mexico Because we are a public company in Mexico, investors can access our historical financial statements published in Spanish on the Mexican Stock Exchange’s (Bolsa Mexicana de Valores, S.A.B. de C.V.), the Mexican National Banking Commission’s (Comisión Nacional Bancaria y de Valores) (“CNBV”)’s and our websites at www.bmv.com.mx, www.gob.mx/cnbv and www.vistaenergy.com, respectively. The information found on the Mexican Stock Exchange’s, the CNBV’s and our websites is not a part of this annual report. Non-IFRS Financial Measures In this annual report, we present ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio (in each case, as defined below), which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that: (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with IFRS Accounting Standards in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. We define Adjusted EBITDA as profit for the year, net, plus income tax expense, financial income (expense), net, depreciation, depletion and amortization, income (loss) from investments in associates, impairment of long-lived assets, gain from business combination, gain from asset disposals, restructuring expenses, gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets. Effective for periods starting on or after January 1, 2025, the Company has adjusted the definition of Adjusted EBITDA compared to prior annual reports by excluding income (loss) from investments in associates and gain from business combination. We believe that excluding income (loss) from investments in associates provides a more meaningful measure of our core operating performance, as such results are derived from entities over which we do not have control and are accounted for under the equity method. We believe that excluding gain from business combination results in a better representation of the Company’s performance, given that such gain has a non-recurring impact, and excluding it allows our management and investors to better analyze our ongoing performance on a consistent basis from period to period. As income (loss) from investments in associates and gain from business combination were not recognized in prior periods and were first recognized in the year ended December 31, 2025, prior periods have not been recast. We believe that excluding gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets results in a better representation of the Company’s returns following the Conventional Assets Transaction (as defined below), given that profit and losses generated by the Conventional Assets Transaction have a non-recurrent impact only during the duration of the transaction, and excluding them allows our management and investors to better analyze our core operating performance on a consistent basis from period to period. We believe that the nature of the restructuring expenses were such that they are not reasonably likely to recur within two years as they are mainly related to permanent reductions in our workforce derived from our business combinations, and that restructuring expenses and transaction expenses are not normal, recurring operating expenses. We believe that by excluding restructuring expenses and gain from asset disposals, we are able to provide supplemental information for our management and investors to analyze our core operating performance on a consistent basis from period to period. In addition, the impairment of long- lived assets was excluded from the determination of our Adjusted EBITDA because it corresponds to an adjustment to the valuation of our fixed assets which charge is similar in nature to the depreciation of property, plant and equipment. This metric allows management and investors to analyze our operating performance on a consistent basis from period to period. In this regard, the elimination of these costs and expenses does not result in a reduction of operating expenses necessary to conduct our business. In light of the foregoing factors, our management excludes restructuring expenses, gain from business combination and gain from asset disposals, gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets, income (loss) from investments in associates and impairment of long-lived assets from our Adjusted EBITDA to facilitate reviews of operational performance and as a basis for strategic planning. Our management believes that excluding such items will allow investors to supplement their understanding of our short-term and long-term financial trends. 2
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Table of Contents We define Adjusted Net Income as profit for the year, net, plus deferred income tax (expense) benefit, impairment of long-lived assets, changes in fair value of warrants, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and gain from business combination. Effective for periods starting on or after January 1, 2025, the Company has adjusted the definition of Adjusted Net Income compared to prior annual reports by excluding gain from business combination. We believe that excluding gain from business combination results in a better representation of the Company’s performance, given that such gain has a non-recurring impact, and excluding it allows our management and investors to better analyze our ongoing performance on a consistent basis from period to period. As gain from business combination was not recognized in prior periods and was first recognized in the year ended December 31, 2025, prior periods have not been recast. Deferred income tax (expense) benefit was excluded as they relate to recognition of temporary differences between the tax bases of assets and liabilities and the carrying amounts in the financial statement using the liability method. Changes in the fair value of warrants were excluded because they correspond to an adjustment valuation of financial liabilities assumed by the Company. Gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets were excluded because they have a non-recurring impact limited to the duration of the Conventional Assets Transaction, likewise impairment of long-lived assets were excluded from the determination of our adjusted net income because they correspond to an adjustment to the valuation of our long-lived assets. Our management believes that excluding such items will allow investors to facilitate the comparison performance from period to period by removing these identified non-cash items that are mainly driven by external factors and that affect (benefit) the Company’s net income. We define Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue from contracts with customers plus Gain from Exports Increase Program. Effective for periods starting on or after January 1, 2023, the Company has adjusted the definition of Adjusted EBITDA Margin compared to prior annual reports to add Gains from the Exports Increase Program in the denominator, as we believe that this results in a better representation of the Company’s margins given that Gains from the Exports Increase Program are accounted for in Adjusted EBITDA, which is the numerator in the calculation of Adjusted EBITDA Margin, our change making the ratio consistent by having the impact of Gains from the Exports Increase Program both in the numerator and the denominator of Adjusted EBITDA Margin. Given that the Exports Increase Program was established in October 2023, a recast for prior periods was not necessary. We define Net Debt as current and non-current borrowings minus cash, bank balances and other short-term investments. We calculate Net Leverage Ratio as Net Debt to Adjusted EBITDA. We define return on average capital employed (“ROACE”) as Adjusted EBITDA plus depreciation, depletion and amortization, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and gain from business combination, divided by the sum of the average total debt and average total shareholders’ equity. For purposes of this definition, total debt is comprised of current borrowings, non-current borrowings, current lease liabilities and non-current lease liabilities. Effective for periods starting on or after January 1, 2025, the Company has adjusted the definition of ROACE compared to prior annual reports to include gain from business combination in the numerator. We believe that including gain from business combination to the numerator results in a better representation of the Company’s performance, as such gain is recognized in the profit for the year, net and therefore impacts total shareholder´s equity, which is included in the denominator, making the ratio consistent by having the impact both in numerator and denominator. Given that gain from business combination was not recognized in prior periods and was first recognized in the year ended December 31, 2025, prior periods have not been recast. Our management believes ROACE can be a valuable tool to measure the efficiency of the utilization of the capital we employ, whether financed by equity or debt. We present ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio because we believe they provide investors with supplemental measures of the financial condition and performance of our core operations that facilitate period to period comparisons on a consistent basis. Our management uses ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio, among other measures, for internal planning and performance measurement purposes. ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio are not measures of liquidity or operating performance under IFRS Accounting Standards and should not be construed as alternatives to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS Accounting Standards). ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net 3
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Table of Contents Income, Net Debt and Net Leverage Ratio, as calculated by us, may not be comparable to similarly titled measures reported by other companies. For a reconciliation of ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio to the most directly comparable IFRS Accounting Standards financial measure, see “Item 5—Operating and Financial Review and Prospects—Operating Results.” Market and Industry Data This annual report includes market share, ranking, industry data and forecasts that we obtained from industry publications and surveys, public filings, and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, including SdE (as defined below) and the EIA (as defined below), but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. We believe data regarding the size of our markets and market share are inherently imprecise, but generally indicate size and position and market share within our markets. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section titled “Risk Factors.” Presentation of Oil and Gas Information The Company’s Oil and Gas Reserves Information The information included in this annual report regarding estimated quantities of proved reserves is derived from estimates of the proved reserves as of December 31, 2025. The proved reserves estimates are derived from the report dated January 26, 2026, prepared by DeGolyer and MacNaughton (“D&M”), for our concessions located in Argentina and Mexico (“2025 Reserves Report”). The 2025 Reserves Report is included as Exhibit 99.1 to this annual report. D&M is an independent reserves engineering consultant. The 2025 Reserves Report prepared by D&M is based on information provided by us and present an appraisal as of December 31, 2025, of oil and gas reserves located in the Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal, Águila Mora, Bandurria Norte, Coirón Amargo Norte, Entre Lomas Río Negro, Entre Lomas Neuquén, Charco del Palenque, Jarilla Quemada, Jagüel de los Machos, 25 de Mayo–Medanito SE, Acambuco and La Amarga Chica concessions in Argentina, and of our oil and gas reserves located in the CS-01 concession in Mexico. Argentina and Mexico Oil and Gas Reserves Information The information included in “Item 4—Information on the Company—Industry and Regulatory Overview” of this annual report regarding Argentina’s and Mexico’s proved reserves has been prepared based on official and publicly available information of the Argentine Secretariat of Energy (Secretaría de Energía) (“SdE”) and the former Mexican National Hydrocarbon Commission (Comisión Nacional de Hidrocarburos) (“CNH”). References to the “proved reserves” of Argentina and Mexico follow the definition of “proved reserves” as set forth in the guidelines published by the SdE and CNH, as applicable. However, the information regarding Vista’s proved reserves included elsewhere in this annual report has been prepared according to the definitions of Rule 4-10(a) of Regulation S-X or the Society of Petroleum Engineers (“SPE”)’s Petroleum Resources Management System, which may differ from the relevant guidelines published by the Argentine and Mexican authorities. For more information, see “Item 4— Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina” and “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico—Reserves and Resources Certification in Mexico.” Certain Definitions “ADR” means American Depositary Receipt. “ADS” means American Depositary Share. “Argentine Antitrust Authorities” means the Argentine Antitrust Commission (Comisión Nacional de Defensa de la Competencia) the Argentine Secretariat of Commerce (Secretaría de Comercio) and other antitrust authorities in Argentina. 4
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Table of Contents “Argentine Constitution” means the Argentine National Constitution (Constitución Nacional de la República Argentina). “Argentine Executive Branch” means the Argentine federal executive branch. “Argentine General Corporations Law” means the Argentine General Corporations Law No. 19,550 (Ley General de Sociedades), as amended from time to time. “Argentine Hydrocarbons Law” means the Argentine Hydrocarbons Law No. 17,319 (Ley de Hidrocarburos), as amended from time to time. “Argentine Secretariat of Energy” or “SdE” means the current Argentine Secretaría de Energía under the supervision of the Argentine Ministry of Energy and the Argentine Ministry of Energy and Mining, and/or any other Argentine governmental agency that oversees the enforcement of the Argentine Hydrocarbons Law (as defined below) in the future, as applicable. “Bajo del Toro Asset Purchase Agreement” means the asset purchase agreement relating to the 50% non-operated interest in the Bajo del Toro block, entered into on February 1, 2026, by and among Vista, Vista Argentina and Equinor Argentina B.V. “BCRA” means the Argentine Central Bank (Banco Central de la República Argentina). “Btu” means British thermal units. “CAMMESA” means Compañía Administradora del Mercado Mayorista Eléctrico S.A., the Argentine wholesale electricity market administrator. “CAT Concessions” means, collectively, the CAT Exploitation Concessions and the CAT Transportation Concessions. “CAT Exploitation Concessions” means the following exploitation concessions in the Neuquina Basin in Argentina operated by Tango effective March 1, 2023: Entre Lomas Neuquén, Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE. “CAT Transportation Concessions” means the Entre Lomas gas transportation concession, the Jarilla Quemada gas transportation concession, and the 25 de Mayo–Medanito crude oil transportation concession, each operated by Tango effective March 1, 2023. “CFE” means the Mexican Federal Electricity Commission (Comisión Federal de Electricidad). “Chevron” means Chevron Argentina S.R.L. “CNA” means the Mexican National Antitrust Commission (Comisión Nacional Antimonopolio). “CNBV” means the Mexican Comisión Nacional Bancaria y de Valores. “CNE” means the Mexican National Energy Commission (Comisión Nacional de Energía). “CNH” means the former Mexican National Hydrocarbon Commission (Comisión Nacional de Hidrocarburos). “CNV” means the Argentine Comisión Nacional de Valores. “COFECE” means the now dissolved Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica). “ConocoPhillips” means ConocoPhillips Petroleum Holdings B.V. 5
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Table of Contents “Conventional Assets Transaction” means the two-phase transaction announced on February 23, 2023, between Vista Argentina and Tango, pursuant to which Tango became the operator of the CAT Exploitation Concessions effective March 1, 2023, as further described herein. “Corporate Reorganization” means the merger pursuant to which Aleph Midstream, Vista Holding VII S.A.U. and AFBN were absorbed by and merged into Vista Argentina as the surviving entity, effective January 1, 2025. “CRE” means the former Mexican Energy Regulatory Commission (Comisión Reguladora de Energía). “D&M” means DeGolyer and MacNaughton. “E&P” means exploration and production. “EIA” means the United States Energy Information Administration. “Energy Reform 2025” means the reform of the Mexican energy sector enacted on March 18, 2025, pursuant to which several new laws were issued and various existing laws were amended, as further described herein. “Equinor Acquisitions” means, collectively, (i) the acquisition of 100% of the capital stock of Equinor Argentina S.A.U. and (ii) the acquisition of 50% of the non-operating working interest in the Bajo del Toro Norte block, each pursuant to the Equinor Transaction. “Equinor Argentina Share Purchase Agreement” means the share purchase agreement relating to the shares of Equinor Argentina S.A.U., entered into on February 1, 2026, by and among Vista, Vista Argentina and Equinor Argentina A.S. “Equinor Assignments” means, collectively, (i) the sale to YPF of 16.3% of the capital stock of Equinor Argentina S.A.U. and (ii) the assignment to YPF of a 15.0% working interest over Bajo del Toro, each pursuant to the Equinor Transaction. “Equinor Transaction Assets” means 83.7% of the shares representing the capital stock of Equinor Argentina S.A.U. (which confer an indirect non-operated interest of 25.1% in the Bandurria Sur concession) and a 35.0% non-operated interest in the Bajo del Toro block. “Equinor Transaction” means the series of agreements entered into on February 1, 2026, by Vista and Vista Argentina to acquire a 25.1% non-operated working interest in the Bandurria Sur block and a 35.0% non-operated working interest in the Bajo del Toro block, as further described herein. “ESG” means Environmental, Social and Governance. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. “Executive Team” means the Company’s management team that is comprised of Miguel Galuccio, Pablo Vera Pinto, Juan Garoby, Alejandro Cherñacov and Matías Weissel. “Exports Increase Program” means the regime set forth by means of Decree (DNU) 28/2023, which was eliminated on April 11, 2025. “Extended Facilities Program” means the 10-year agreement approved by Decree No. 179/2025 of the Argentine Executive Branch on March 11, 2025, to be entered into with the IMF, primarily for the purpose of refinancing liabilities under the IMF Agreement. “Farm-out Agreements” means, collectively, Farm-out Agreement I and Farm-out Agreement II, each entered into between Vista Argentina and Trafigura for the joint development of pads at Bajada del Palo Oeste. “G&P” means Gas y Petróleo del Neuquén S.A. “GHG emissions” means greenhouse gas emissions. Scope 1 emissions are direct emissions from sources controlled by the Company within the organizational boundaries of reporting, and include combustion, flaring, venting, and fugitive sources. Scope 2 emissions are indirect emissions from energy used by Vista but produced by a third party, and may include imported electricity, steam, and heat. 6
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Table of Contents “IASB” means the International Accounting Standards Board. “IMF Agreement” means the 30-month agreement approved by the Argentine government on March 17, 2022, with the IMF to refinance US$44.0 billion of debt, comprising ten quarterly reviews over a two-and-a-half-year period. “IMF” means the International Monetary Fund. “INDEC” means the Argentine National Institute of Statistics and Censuses (Instituto Nacional de Estadística y Censos). “IOGP” means the International Association of Oil and Gas Producers. “IPIECA” means the global oil and gas industry association for environmental and social issues. “JOA” means the Joint Operating Agreement entered into on September 24, 2019, between Vista LACH’s predecessor and YPF, establishing the terms and conditions for the development of the La Amarga Chica block. “JV Agreement” means the joint venture agreement entered into on December 10, 2014, between YPF and Vista LACH’s predecessor for the exploration, evaluation, development and exploitation of hydrocarbons in the La Amarga Chica unconventional exploitation concession. “La Amarga Chica Acquisition” refers to the acquisition by Vista Argentina and Vista of 100% of Vista LACH’s capital stock. “La Amarga Chica” means La Amarga Chica concession, located in the Vaca Muerta shale play. “Labor Reform” means Argentine Law No. 27,802, enacted on March 6, 2026, introducing amendments to the legal framework governing strikes, direct action measures and collective bargaining, among other labor-related matters. “Ley de Bases” means the Argentine Law No. 27,742 (Ley de Bases y Puntos de Partida para la Libertad de los Argentinos). “LNG” means liquefied natural gas. “LPG” means liquefied petroleum gas (includes butane and propane). “Mexican Constitution” means the Mexican Political Constitution (Constitución Política de los Estados Unidos Mexicanos). “Mexican Executive Branch” means the Mexican federal executive branch. “Mexican Hydrocarbons Sector Law” means Mexico’s Hydrocarbons Sector Law (Ley del Sector Hidrocarburos), as amended from time to time. “Mexican Judicial Reform” means the constitutional reform published in the Mexican Federal Official Gazette on September 15, 2024, introducing changes to Mexico’s judicial system, including the popular election of judges, magistrates, and Supreme Court justices. “MMBtu” means million British thermal units. “NBS” means nature-based solutions. “NGL” means natural gas liquids, including butane and propane (LPG). “Oldelval” means Oleoductos del Valle S.A., the operator of the key crude oil pipeline system connecting the Neuquina Basin to Puerto Rosales near Bahía Blanca. 7
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Table of Contents “OPEC” means Organization of Petroleum Exporting Countries. “Pampa” means Pampa Energía S.A. “Pan American Sur” means Pan American Sur S.A. “Pemex” means the Mexico’s national oil company (Petróleos Mexicanos). “PEPASA Acquirers” means Vista and Vista Argentina, as purchasers under the PEPASA Sale and Purchase Agreement. “PEPASA Sale and Purchase Agreement” means the sale and purchase agreement entered into on April 15, 2025, between the PEPASA Acquirers and the PEPASA Sellers for the acquisition of 100% of Vista LACH’s capital stock. “PEPASA Sellers” means Petronas Carigali Canada B.V. and Petronas Carigali International E&P B.V., as sellers under the PEPASA Sale and Purchase Agreement. “Plan GasAr” means the Argentine Plan for the Promotion of Natural Gas Production – Supply and Demand Scheme 2020-2024, implemented by Decree No. 892/2020 (as amended by Decree No. 730/2022 and Resolution No. 606/2025 of the SdE) and extended until 2028. “Plan” means the Long-Term Incentive Plan adopted by Vista’s shareholders on March 22, 2018, for the purpose of attracting and retaining officers, directors, employees and consultants through grants of Restricted Stock, Stock Options and Performance Restricted Stock. “Pluspetrol” means Pluspetrol S.A. “production” when used with respect to (i) our gas production, it excludes flared gas, injected gas and gas consumed in our operations and (ii) our NGL production, consists only of LPG. “proved developed reserves” means those proved reserves that can be expected to be recovered through existing wells and facilities and by existing operating methods. “proved reserves” means those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For a complete definition of “proved oil and natural gas reserves,” refer to the SEC’s Regulation S-X, Rule 4, 10(a)(22). “proved undeveloped reserves” means those proved reserves that are expected to be recovered from future wells and facilities, including future improved recovery projects which are anticipated with a high degree of certainty in reservoirs which have previously shown favorable response to improved recovery projects. For a complete definition of “proved undeveloped oil and natural gas reserves,” refer to the SEC’s Regulation S-X, Rule 4, 10(a)(31). “Province” means each of the twenty-three federal states referred to in the Argentine Constitution, which, together with the Autonomous City of Buenos Aires, constitute the first-order territorial jurisdictions and divisions of the Republic of Argentina. “RIGI” means Argentina’s Incentive for Large Investments Framework (Régimen de Incentivo para Grandes Inversiones), established by the Ley de Bases and regulated by Decree No. 749/2024. “RNV” means the Mexican National Securities Registry (Registro Nacional de Valores). 8
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Table of Contents “Securities Act” means the U.S. Securities Act of 1933, as amended. “SENER” means Secretaría de Energía, or Energy Secretariat, in Mexico. “Shell Argentina” means Shell Argentina S.A. “SOX” means the Sarbanes-Oxley Act of 2002. “Tango” means Tango Energy S.A. (formerly known as Petrolera Aconcagua Energía S.A.). “Tecpetrol” means Tecpetrol S.A. “TGN” means Transportadora de Gas del Norte S.A., an Argentine natural gas pipeline operator. “TGS” means Transportadora de Gas del Sur S.A., an Argentine natural gas pipeline operator. “Trade Framework” means the Agreement on Reciprocal Trade and Investment signed on February 5, 2026, between Argentina and the United States, a bilateral trade and investment framework intended to reduce tariff and non-tariff barriers and expand investment between both countries. “Trafigura Agreement” means the agreement entered into on December 16, 2024, between Vista Argentina and Trafigura, effective January 1, 2025, pursuant to which Vista Argentina assumed Trafigura’s interest in the Farm-out Agreements. “Trafigura” means Trafigura Argentina S.A. “TRIR” means total recordable injury rate, calculated as the number of recordable incidents multiplied by 1,000,000 divided by total number of hours worked. “UN” means United Nations. “VEISA” means Vista Energy International S.A., a wholly-owned subsidiary of Vista incorporated and domiciled in Uruguay, dedicated to the commercialization of crude oil volumes in international markets. “Vista Argentina” means Vista Energy Argentina S.A.U. (formerly known as Vista Oil & Gas Argentina S.A.U., prior thereto as Vista Oil & Gas Argentina S.A., and prior thereto, as Petrolera Entre Lomas S.A.). “Vista Holding I” means Vista Energy Holding I, S.A. de C.V. (formerly known as Vista Oil & Gas Holding I, S.A. de C.V.). “Vista Holding II” means Vista Energy Holding II, S.A. de C.V. (formerly known as Vista Oil & Gas Holding II, S.A. de C.V.). “Vista LACH” means Vista Energy LACH S.A. (formerly known as Petronas E&P Argentina S.A.). “VMOC” means Vaca Muerta Oleoducto Centro, a crude oil pipeline with a maximum transportation capacity of approximately 49,000 bbl/d. “VMON” means the Vaca Muerta Norte pipeline, connecting Loma Campana to Puesto Hernández and the Trasandino pipeline, with a capacity of 157,000 bbl/d. “VMOS Project” means the Vaca Muerta Oleoducto Sur crude oil export pipeline project, consisting of a new pipeline from Allen to Punta Colorada in the Province of Río Negro, storage facilities, and a new deep-water port, with an estimated initial capacity of 550,000 bbl/d, expected to be completed by mid-2027. “VMOS Shareholders” means the shareholders of VMOS, including Vista Argentina, YPF, Pampa, Pan American Sur, Pluspetrol, Chevron (through two subsidiaries), Shell Argentina (through two subsidiaries), Tecpetrol and Gas y Petróleo del Neuquén S.A. “VMOS” means VMOS S.A., the company formed by Vista Argentina, YPF, Pampa, Pan American Sur and other shareholders for the purpose of developing the VMOS Project. 9
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Table of Contents “YPF” means YPF S.A. Measurements, Oil and Natural Gas Terms and Other Data In this annual report, we use the following measurements: • “Bcf” means one billion cubic feet; • “bbl,” “bo,” or “barrel of oil” means one stock tank barrel, which is equivalent to approximately 0.15898 cubic meters; • “boe” means one barrel of oil equivalent, which equals approximately 158.9873 cubic meters of natural gas and 5,614.5841 cubic feet of natural gas; • “Bn,” when used before bbl, bo, boe or cf, means one billion bbl, bo, boe or cf, respectively; • “cf” means one cubic foot; • “cm” means one cubic meter; • “CH4” means methane; • “CO2” means carbon dioxide; • “CO2e” means carbon dioxide equivalent; • “ha” means one hectare, which equals approximately 2.47 acres; • “kgCO2e/boe” means kilograms of carbon dioxide equivalent per barrel of oil equivalent; • “km” means one kilometer, which equals approximately 0.621371 miles; • “km2” means one square kilometer, which equals approximately 247.1 acres; • “m” or “meter” means one meter, which equals approximately 3.28084 feet; • “M,” when used before bbl, bo, boe or cf, means one thousand bbl, bo, boe or cf, respectively; • “m3” means one cubic meter; • “MM,” when used before bbl, bo, boe or cf, means one million bbl, bo, boe or cf, respectively; • “N2O” means nitrous oxide; • “T,” when used before bbl, bo, boe or cf, means one trillion bbl, bo, boe or cf, respectively; • “Tn” means a metric ton, and • “/d,” or “pd” when used after bbl, bo, boe or cf, means per day. 10
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Table of Contents FORWARD-LOOKING STATEMENTS This annual report contains estimates and forward-looking statements, principally in “Item 3—Key Information—Risk Factors,” “Item 4— Information on the Company—Business Overview” and “Item 5—Operating and Financial Review and Prospects.” Some of the matters discussed herein concerning our business operations and financial performance include estimates and forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended (“Securities Act”) and the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”). The words such as “believes,” “expects,” “anticipates,” “intends,” “should,” “seeks,” “estimates,” “future,” “may,” “could,” “would,” “likely” or similar expressions are included with the intention of identifying statements about the future. We have based these forward-looking statements on numerous assumptions, including our current beliefs, expectations and projections about present and future events and financial trends affecting our business. These expectations and projections are subject to significant known and unknown risks and uncertainties which may cause our actual results, performance or achievements, or industry results, to be materially different from any expected or projected results, performance or achievements expressed or implied by such forward-looking statements. Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results, performance or achievements to differ materially from those expressed or implied in our forward-looking statements, including, among other things: • uncertainties relating to future government concessions and exploration permits; • adverse outcomes in litigation that may arise in the future; • general political, economic, social, demographic and business conditions in Argentina, Mexico and in other countries in which we may operate in the future; • the impact of political developments and uncertainties relating to political and economic conditions in Argentina, including the policies of the current government in Argentina; • significant economic or political developments in Mexico, Argentina and the United States; • changes in law, rules, regulations and interpretations and enforcements thereto applicable to the Argentine and Mexican energy sectors and throughout Latin America, including changes to the regulatory environment in which we operate and changes to programs established to promote investments in the energy industry; • any unexpected increases in financing costs or an inability to obtain financing and/or additional capital pursuant to attractive terms; • any changes in the capital markets in general that may affect the policies or attitude in Argentina and/or Mexico, and/or Argentine and Mexican companies with respect to financings extended to or investments made in Argentina and Mexico or Argentine and Mexican companies; • fines or other penalties and claims by the authorities and/or customers; • restrictions on the ability to exchange Mexican or Argentine Pesos into foreign currencies or to transfer funds abroad; • the imposition of import restrictions on goods that are key for the maintenance of our assets; • the revocation or amendment of our respective concession agreements by the granting authority; • our ability to renew certain hydrocarbon exploitation concessions; • our ability to implement our capital expenditures plans or business strategy, including our ability to obtain financing when necessary and on reasonable terms; 11
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Table of Contents • government intervention, including measures that result in changes to the Argentine and Mexican labor markets, exchange markets or tax systems; • continued and/or higher rates of inflation and fluctuations in exchange rates, including the devaluation and/or appreciation of the Mexican Peso or Argentine Peso; • any force majeure events, or fluctuations or reductions in the value of Argentine public debt; • changes to the demand for oil and gas in particular, and energy in general, both in Argentina and globally; • the effects of a pandemic or epidemic and any subsequent mandatory regulatory restrictions or containment measures; • environmental, health and safety regulations and industry standards that are becoming more stringent; • energy markets, including the timing and extent of changes and volatility in commodity prices, and the impact of any protracted or material reduction in oil prices from historical averages; • our relationship with our employees and our ability to retain key members of our senior management and key technical employees; • the ability of our directors and officers to identify an adequate number of potential acquisition opportunities; • our expectations with respect to the performance of our recently acquired businesses, including Vista LACH; • our expectations for future production, costs and crude oil prices used in our projections; • changes to our capital expenditure plans; • uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas reserves, and changes to our previous reserves estimates; • increased market competition in the energy sectors in Argentina and Mexico; • potential regulatory changes and modifications to free trade agreements driven by evolving U.S. trade policies and political developments in Argentina, Mexico or other Latin American countries; • climate change and severe weather events; • any potential adverse effects that may arise in connection with any prospective mergers, acquisitions, divestitures, or other corporate reorganizations; • adverse global macroeconomic environments, including trade wars, high inflation, a global recession, and increasing market volatility, especially in relation to commodities prices; and • ongoing and potential geopolitical conflicts, including, among others, those involving Russia and Ukraine; the United States, Israel, Hamas, Iran and several countries in the Middle East; and tensions between China and Taiwan. • additional matters identified in “Risk Factors.” Forward-looking statements speak only as of the date on which they were made, and we undertake no obligation to release publicly any updates or revisions to any forward-looking statements contained herein after we distribute this annual report because of new information, future events or other factors. In light of these limitations, undue reliance should not be placed on forward-looking statements contained in this annual report. 12
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Table of Contents ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION Capitalization and Indebtedness Not applicable. Reasons for the Offer and Use of Proceeds Not applicable. RISK FACTORS You should carefully consider the following risk factors in evaluating us and our business before investing in Vista. In particular, you should consider the risks related to an investment in companies operating in Argentina, Mexico and Latin America generally, for which we have included information in these risk factors to the extent that information is publicly available. In general, investing in the securities of issuers whose operations are located in emerging market countries such as Mexico and stand-alone countries such as Argentina involve a higher degree of risk than investing in the securities of issuers whose operations are located in the United States or other more developed countries. If any of the risks discussed in this annual report actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we do not presently consider material, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our series A shares or ADSs may decline and you may lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this annual report, including the Audited Financial Statements and the related notes thereto. Our actual results could differ materially and adversely from those anticipated in this annual report. Risk Factor Summary The following summarizes the main risks to which we are subject. You should carefully consider all of the information discussed below in “—Detailed Risk Factors” for a comprehensive description of these and other risks. Risks Related to Our Business and Industry: As an oil and gas company, our business and industry is subject to particular risks, such as exploration, drilling, completion, production, equipment and resources, gathering, treatment and transportation risks; risks related to natural hazards, weather conditions, and mechanical difficulties; fluctuations and regulation of international and domestic oil prices; the availability of financial resources for our business plan and its corresponding costs; inflation; government regulation; and contractions in demand of crude oil and natural gas or any of their by-products. Additional risks exist in light of the conflict between Russia and Ukraine and the conflicts involving the United States, Israel, Iran and other Middle East countries, including the de facto closure of the Strait of Hormuz, and the associated economic and trade sanctions and restrictions that have been imposed or may be imposed in the future as a result of such conflicts or others. Additionally, changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations. Recent escalations in tensions between Venezuela and the United States, as well as political and institutional uncertainty in Venezuela, could also affect crude oil supply, quality differentials, and trade flows, generating volatility in prices, logistics costs, and insurance costs. Also, as a company which primarily operates in Argentina and Mexico, our business may be affected by changes in those markets. Our business operations require significant and long-term capital investments and maintenance costs. Our liquidity, business activities, profitability and ability to compete in the market may be adversely affected if we are not able to acquire and correctly use necessary new technologies in connection with future drilling projects, obtaining financing for such projects, obtain and/or maintain partners to develop our business activities. 13
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Table of Contents The enhanced focus on climate change and the transition to lower carbon energy sources on the part of the international community, governments, and investors is driving structural changes in energy demand, including increased use of renewable energy and alternative technologies. This energy transition could significantly impact our industry and business, potentially resulting in reduced demand for the oil and natural gas we produce, increased operating and compliance costs, changes in market conditions affecting our investment plans, and reputational risks associated with our business activities. If we fail to meet the pace and extent of society’s changing demands for lower carbon energy as the energy transition unfolds, our business, financial condition and results of operations could be adversely affected. In addition, evolving regulatory frameworks, including potential carbon pricing mechanisms and the introduction of more stringent emissions-related regulatory requirements, as well as shifting investor and market expectations, could affect our access to capital, increase our cost of financing, operating costs and capital expenditures, and further expose us to reputational risks. Furthermore, adverse climate conditions, including changes in precipitation patterns and water availability, may adversely affect our results of operations and our ability to conduct drilling activities. Additionally, adverse climate conditions could negatively impact the Argentine economy, which could in turn affect our results of operations. Risks Related to our Company: Most of our producing properties and total estimated proved reserves are geographically concentrated in Argentina. The results of our planned development programs in new or emerging shale development areas and formations may be subject to more uncertainties than programs in more established areas and formations. As such, we may fail to fully identify problems with any properties we acquire, and as such, assets we acquire may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities. We may not be able to acquire, develop or exploit new reserves, which could decrease the volume of our reserves over time and could, in turn, adversely affect our financial condition and our results of operations. We also may be subject to unknown or contingent liabilities related to our recent and future acquisitions, including the La Amarga Chica Acquisition and the Equinor Transaction. With respect to the Equinor Transaction, we cannot assure that the Equinor Asset Sellers or the companies acquired will fully perform their obligations, that the Equinor Transaction Assets will perform as expected, or that we will be able to successfully integrate the operations of the Equinor Transaction Assets with our own operations. We may also be unable to satisfy our payment obligations in connection with the La Amarga Chica Acquisition. The oil and gas industry is competitive and our ability to achieve our strategic objectives depends on our ability to successfully compete in the market. We may also be parties to labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or other losses. Additionally, we are subject to anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations of Mexico, Argentina and other nations. Our failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our reputation, business, financial condition and results of operations. Our operations may pose risks to the environment, and any climate change legislation or regulations restricting emissions of greenhouse gases and legal frameworks promoting an increase in the participation of energies from renewable sources could significantly impact our industry and result in increased operating costs and reduced demand for the oil and natural gas we produce. Risks Related to the Argentine and Mexican Economic and Regulatory Environments: Investors may be faced with risks inherent to investing in a company operating in stand-alone and emerging markets, such as Argentina and Mexico. Some of these risks may include, among others, the economic and political conditions in Argentina and Mexico, Argentina’s ability to obtain financing from international markets, changing regulation in the countries in which we operate, direct and indirect restrictions on imports and exports under Argentine law, current or potential Argentine exchange controls, the imposition of export duties and other taxes, inflation, significant fluctuations in the value of the Argentine Peso, criminal activity in Mexico, and joint and several tax liability. Recent reforms and amendments to Mexican laws and regulations, including the Energy Reform 2025, may adversely affect our operations if applicable to our activities. The Argentine Labor Reform (Law No. 27,802) 14
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Table of Contents introduced significant changes to the employment framework, including mandatory minimum service levels for strikes and amendments to the collective bargaining regime, which may result in renegotiations of existing collective bargaining terms on conditions that could be less favorable to us. Additionally, the implementation of a pre-closing antitrust review system in Argentina, effective November 2026, could materially affect the timeline and feasibility of future mergers or acquisitions. We are also subject to risks related to the approval of Mexican entities with respect to the relinquishment of our asset in Mexico (block CS-01). Risks Related to our series A shares and the ADSs: The series A shares and ADSs are traded in more than one market, and this may result in price variations. Dividend distributions to holders of our series A shares will be made in Mexican Pesos. Also, if securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the price and trading volume of our series A shares and the ADSs could decline. As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants. We are also permitted to rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our ADSs. ADS holders may also be subject to additional risks related to holding ADSs rather than series A shares. For example, ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings, and preemptive rights may be unavailable to non-Mexican holders of ADSs. Additionally, our bylaws, in compliance with Mexican law, restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders. Our bylaws also contain provisions aimed at restricting the acquisition of our shares and restricting the execution of voting agreements among our shareholders. ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. Detailed Risk Factors Risks Related to Our Business and Industry The oil and gas industry is subject to particular operational and economic risks. Oil and gas exploration and production (“E&P”) activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as drilling, completion, production, equipment, gathering, treatment and transportation risks, as well as natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil or natural gas fields. Our operations may be curtailed, delayed or canceled due to bad weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment or the construction of roads to access drilling sites, works related to third-party vendors, road blocks, compliance with governmental requirements (including any delays in obtaining the relevant permits), fire, explosions, blow-outs, pipe failure, abnormally pressured formations, supply chain bottlenecks, lockdown restrictions on the general population and reduced hydrocarbons demand due to a pandemic, such as COVID-19, and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases or natural disasters preventing us from accessing the drilling sites. Drilling may be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient revenues to return a profit after drilling, completion, operating and other costs are considered. We are exposed to the effects of fluctuations and regulation of international and domestic oil prices. In addition, limitations on local pricing of our products in Argentina and Mexico may adversely affect our results of operations. Most of our revenues are derived from sales from oil and natural gas. During the year ended December 31, 2025, 61% of our oil sales volumes were exported, and we expect to continue exporting a substantial portion of our volumes in the future. We are, therefore, exposed to pricing risk in both the international and the Argentine domestic markets, especially the Argentine domestic market. 15
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Table of Contents International and domestic oil and gas prices have fluctuated significantly in recent years and are likely to continue fluctuating in the future. Factors affecting international crude oil prices include: political developments in crude oil producing regions, particularly in the Middle East, the ongoing conflicts between Russia and Ukraine; the United States, Israel, and several other countries in the Middle East; tensions between China and Taiwan; the ability of the Organization of Petroleum Exporting Countries (“OPEC”) and other crude oil producing nations to set and maintain crude oil production levels and prices; sanctions regimes and price caps affecting major oil exporters; macroeconomic conditions, including inflation and GDP growth; global and regional supply and demand for crude oil, gas and related products; investment in new projects to add new oil production volumes to the market; global supply chain disruptions, and shipping bottlenecks; competition from other energy sources and the energy transition toward renewable alternatives, domestic and foreign government regulations, trade conflicts, weather conditions; the effects of a pandemic, including lockdown restrictions imposed by governments; and global and local conflicts, war, or acts of terrorism. We cannot predict how these factors will influence the prices of oil and related oil products, and we have no control over them. Price volatility curtails the ability of industry participants to adopt certain long- term investment decisions given that returns on investments become unpredictable. Secondly, the domestic crude oil price has fluctuated in the past in Argentina not only due to international prices and the risks outlined above, but also due to local taxation, regulations affecting commercialization in the domestic and export markets in connection with crude and refined hydrocarbons, macroeconomic conditions, the impact of a pandemic on general economic activity and therefore crude oil demand and refining margins. The domestic crude oil price is also subject to local price limitations imposed by the Argentine government. During 2023, the average annual Brent crude oil price stood at US$82.3/bbl, and our average realization price was US$66.7/bbl, 19% below the average annual Brent crude oil price and 7% below export parity for Medanito oil price, which stood at US$72.0/bbl. During 2024, the difference between our average realized price and export parity for Medanito oil narrowed to 2%. Subsequently, in 2025, this difference was reduced to zero. However, we cannot guarantee that this gap will not widen in the future. A sustained decrease in oil prices could materially and adversely affect our business, financial condition and results of operations. The determination by the Argentine and Mexican governments to fix, or indirectly intervene, to generate local crude oil prices at values below export parity could have an adverse effect on our results of operations, financial condition, and cash flows. In the event that local prices were reduced through any of the factors described above, which we cannot control, this could affect the economic performance of our existing and future projects, generating a loss of reserves as a result of changes in our development plans, our assumptions and our estimates, and consequently affect the recovery value of certain assets. A decline in realized crude oil prices for an extended period of time (or if prices for certain products fail to keep pace with cost increases) could adversely affect both the economic viability of our drilling projects and, consequently, our ability to meet our operational and financial targets. These price declines could result in changes to our development plans, reduced capital expenditures, failure of our joint venture partners to approve investment projects, a loss of proved developed reserves and proved undeveloped reserves, an adverse effect on our ability to improve our hydrocarbon recovery rates, find new reserves, develop unconventional resources, carry out certain capital expenditure plans, meet our long-term targets and service our financial debt obligations. A decline in realized crude oil prices could also lead to a deterioration in our financial coverage ratios and impairment charges. We cannot predict whether, or to what extent, the potential consequences of such actions could affect our business, impact our production, or affect our financial condition and results of operations, including having enough cash to service our financial debt obligations. Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations. The administration of U.S. President Donald Trump has introduced significant changes in trade and regulatory policies, including tariffs, trade restrictions, and enforcement measures that could affect cross-border commerce and foreign business operations. In 2025, President Trump signed a series of executive orders imposing various reciprocal tariffs, and other governments have imposed and may continue to impose retaliatory tariffs, trade restrictions or other trade barriers. While the entry into force of these tariffs has been delayed or reduced after being adopted, and certain energy products (such as crude oil) have been exempted as of the date of this annual report, certain refined petroleum products, drilling-equipment components, and steel inputs for pipelines have been partially affected by the new tariff regime. 16
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Table of Contents In addition, in 2026, the Trump administration has further escalated its trade measures, including the imposition of additional sector- specific tariffs targeting steel and aluminum derivatives, industrial equipment, machinery inputs and industrial chemicals. These measures have contributed to increased input costs, supply chain disruptions, and heightened uncertainty for companies operating in capital-intensive industries. The long-term effect of these measures on global economic growth and trade remains uncertain, and could disrupt global trade flows, and increase operational costs for companies reliant on international supply chains. On February 5, 2026, Argentina and the United States signed the Agreement on Reciprocal Trade and Investment (the “Trade Framework”), a bilateral trade and investment framework intended to reduce tariff and non-tariff barriers and expand investment between both countries. Although the Trade Framework is expected to facilitate increased trade between both countries, its implementation, scope, and interaction with existing or future tariff and trade measures remain subject to regulatory developments and policy decisions, and it is not possible to predict what impact, if any, the Trade Framework might have on our revenues or how it could affect our business, financial condition, and results of operations. As an oil and gas company operating in Argentina, we are subject to import regulations, supply chain dependencies, and cross-border energy trade policies that could be affected by U.S. government actions. Although the Trade Framework has been executed, its implementation, scope and interaction with existing or future tariff and trade measures remain subject to regulatory developments and policy decisions. Any tariff increases, trade restrictions, or enforcement measures targeting the energy sector could increase costs, limit access to critical infrastructure and materials, and disrupt operational continuity. Given the expanding scope of trade restrictions and the uncertainty surrounding future policies of the Trump administration, including the manner in which the Trade Framework will be implemented or potentially amended, we can provide no assurances regarding the full extent of any potential impact on our operations. To the extent that changes in the political or regulatory environment due to the imposition of tariffs or other measures negatively impact us or the markets in which we operate, our business, financial condition, and results of operations could be materially and adversely affected. Our business could be adversely affected by a decline in general economic conditions or a weakening of the broader energy industry, and inflation may adversely affect our financial position and operating results. A prolonged economic slowdown or recession, adverse events relating to the energy industry, or regional, national, or global economic conditions and factors, could negatively impact our operations and therefore adversely affect our results. The risks associated with our business are more acute during periods of economic slowdown or recession because such periods may be accompanied by decreased demand for oil and natural gas, and decreased prices for oil and natural gas. Supply chain pressures in global production, trade and logistics and demand increases may lead to price inflation in the energy sector. In addition, macroeconomic conditions in Argentina and Mexico may result in cost inflation for goods and services purchased in local currency. Inflationary factors, such as increases in the labor costs, material costs, and overhead costs, may also adversely affect our financial position and operating results. An increase in our costs due to inflation could offset any price increases of our products and services resulting in an adverse effect on our operating results, including having enough cash to service our financial debt obligations. We are exposed to contractions in demand of crude oil and natural gas and contractions in demand of any of their by-products. Demand for our crude oil and gas products is largely influenced by the economic activity and growth in Argentina, Mexico and globally. For example, the efforts of the Federal Reserve of the United States and other central banks globally to contain inflation through increase in interest rates, could lead to lower economic growth, and even economic recession in certain economies, or at a global level. In addition, low economic growth in major emerging economies, such as China or India, could negatively impact oil demand. This could have an adverse effect on demand 17
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Table of Contents for crude oil and crude oil prices, and therefore impact negatively on our business. Demand for our products is subject to volatility in the future. Demand for crude oil by-products, such as gasoline, may contract under certain conditions, particularly during economic downturns, or due to governmental subsidies and/or changes in consumer preferences following from the energy transition currently underway. A contraction of the demand of our products would adversely affect our revenues, causing economic losses to our Company. In addition, a contraction in the demand and/or prices of our products can impact the valuation of our reserves. Additionally, in periods of lower commodity prices, we may curtail production and capital spending or may defer or delay drilling wells because of lower cash generation. Continuous poor economic performance could eventually impair our ability to repay our financial debt, lead to a deterioration in our financial coverage ratios and impairment charges. A contraction of crude oil demand could also affect us financially, including our ability to pay our suppliers for their services, or service our financial debt, which could, in turn, lead to further operational distress. A potential increase in crude oil supply in the global market could lead to excess supply and result in a reduction in global crude oil prices. Crude oil is a global commodity and, as such, its price is determined, among other factors, by physical supply and demand. As a crude oil producer, we are exposed to fluctuations in crude oil prices, which have experienced significant volatility in recent years due to various factors, including the COVID-19 pandemic, geopolitical conflicts, OPEC+ production and pricing decisions, and macroeconomic conditions. For example, Brent crude oil prices ranged from below US$20/bbl during the early stages of the COVID-19 pandemic in 2020 to over US$120/bbl in 2022 following Russia’s invasion of Ukraine, before moderating to levels between US$72/bbl and US$97/bbl through 2023, between US$69/bbl and US$91/bbl through 2024, and between US$60/bbl and US$82/bbl through 2025. Currently, oil markets are in turmoil due to the ongoing conflict in the Middle East and, in particular, the de facto closure of the Strait of Hormuz. However, if the conflict were to end, we expect oil prices to recede (see “—Conflicts in the Middle East could have a material adverse effect on our business, financial condition and results of operations”). In such a scenario, several ongoing projects under development in different countries, such as Brazil, Guyana and the United States, could potentially add supply volumes to the market that, in the aggregate, could be greater than the short- term growth in crude oil demand, leading to excess supply. In such a case, crude oil prices could fall substantially, which could negatively impact our revenues, and materially affect our business, financial condition and results of operations. In addition, OPEC+ countries have, according to their own reports, voluntarily curtailed oil production, and therefore potentially have the ability to increase supply in the short term. If the OPEC+ countries, as a group or individually, were to unwind such curtailments at a fast pace compared to the increase in short-term oil demand, this could result in excess supply, leading to significant declines in crude oil prices compared to current levels, which could in turn negatively impact our revenues, and materially affect our business, financial condition and results of operations. The conflict involving Russia and Ukraine, and the associated new, additional, and/or enhanced economic and trade sanctions and restrictions that have been imposed by various countries, could have a material adverse effect on our business, financial condition and results of operations. The conflict involving Russia and Ukraine has had, and will likely continue to have, significant international economic effects, including increased inflation, global supply chains problems, market volatility, as well as an impact on commodity prices. The conflict and its effects could exacerbate the current slowdown in the global economy, have a negative impact on commerce, and adversely affect the ability of some of our customers exposed to the Russian and/or Ukrainian market to pay for our products. In addition, the conflict has resulted in the imposition of economic and trade sanctions and restrictions targeting Russia and certain Russian economic sectors and companies by the United States, the European Union, the United Kingdom and other relevant countries. The severity of these sanctions could worsen and contribute to shortages of raw materials and commodities, including crude oil transportation services by ship, which in turn could lead to higher levels of inflation and disruptions in the global supply chain, which could especially affect the energy sector, and could create supply chain difficulties in local markets. 18
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Table of Contents While certain global media sources are reporting a possible negotiation for a ceasefire in Ukraine, due to the uncertainties inherent in the scale, duration and development of this conflict as well as its direct and indirect effects, it is not possible to reasonably estimate the impact this conflict will have on the global economy and financial markets, the economies of the countries in which we operate and, consequently, in our business, financial condition and results of operations. Conflicts in the Middle East could have a material adverse effect on our business, financial condition and results of operations. Historically, the Middle East region has been the scene of numerous armed conflicts, political tensions, and territorial disputes that have created an environment of long-term instability. Factors such as religious and geopolitical rivalries, as well as competition for strategic resources such as oil and gas, have contributed to the persistence of conflict situations. This instability has had large-scale repercussions, affecting global markets, international supply chains, and the economic security of countries and companies with interests in the region. The volatility inherent in the Middle East poses a constant risk to the global economy, as any escalation can trigger adverse effects on commodity prices, investor confidence, and international financial stability. Since October 2023, the conflict in the Middle East has escalated significantly, and its duration, impact, and development remain unpredictable. More recently, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, targeting strategic sites in Tehran and other locations, including senior Iranian leadership. In response, Iran has carried out attacks against Israeli territory and U.S. military bases in the Gulf, and the conflict has now involved strikes on U.S. diplomatic posts in the region and retaliatory actions against allied nations. The hostilities have increasingly taken on a regional dimension, with incidents and military actions reported across several other countries in the Middle East, heightening the risk of broader geopolitical escalation. The de facto closure of the Strait of Hormuz, a critical global energy transit route, has significantly disrupted maritime traffic, affecting more than 15% of global crude oil production and materially increasing oil prices: in March 2026, Brent averaged US$99.6/bbl, compared to US$69.3/bbl in February. In addition, events of internal instability, including large-scale social protests and civil unrest, in key countries in the region could intensify volatility and cause further disruptions to supply chains, logistics, and the security of other energy routes, such as the Red Sea, with adverse effects on commodity prices, insurance premiums, the availability of critical services, and access to financing. Furthermore, the conflict has been accompanied by an increase in cyber operations and cyberattacks attributed to state-linked or affiliated actors targeting governmental, financial and energy infrastructure in the region and elsewhere, which may create additional risks for global markets and companies operating in the energy sector. Global financial markets have reacted to the escalation, with stock indices in major regions sliding amid concerns of broader economic impact, including the potential for a global increase in interest rates and, eventually, a global recession, which could negatively impact demand for energy and energy prices. Such conflicts and tensions in the Middle East have created, and could lead to, further disruptions in markets, including significant volatility in commodities, credit availability, and financial markets in general. Due to the uncertainties inherent in the scale and duration of these events, and their direct and indirect effects, it is not reasonably possible to estimate the impact they could have on our business. Recent escalations in tensions between Venezuela and the United States could affect us. Political, economic, and geopolitical developments in Venezuela, including changes in sanctions and licenses applicable to the hydrocarbon sector, could alter crude oil supply, quality differentials, and trade flows, generating volatility in prices, logistics costs, and insurance costs. The capture and detention of President Nicolás Maduro led to a period of acute political and institutional uncertainty in Venezuela, with immediate effects on administrative continuity, the applicable regulatory framework, exchange rate and control policies, and the fulfillment of contracts and concessions, particularly in strategic sectors such as hydrocarbons, energy, and infrastructure. According to international press reports, the situation continues to evolve, and the scope of its regulatory and operational effects remains uncertain. 19
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Table of Contents On the other hand, a substantial improvement in political, regulatory, or market conditions that facilitates the reconstruction and expansion of Venezuela’s oil industry could lead to a material increase in the global supply of crude oil and derivatives in the medium or long term, putting downward pressure on international prices. A scenario of operational normalization, lifting or relaxation of trade and capital access restrictions, and/or new investment in E&P in Venezuela could accelerate the recovery of exportable volumes from that country. The magnitude, scope, and timing of any recovery in Venezuela’s oil supply are uncertain and beyond our control, so we cannot guarantee that the market will absorb an eventual increase in supply without impacts on the industry or on our operating and financial results. These changes could adversely affect our markets, prices, margins, and access to counterparties and services, with impacts that we cannot predict or control. Additionally, regulatory and macroeconomic uncertainty in Venezuela, as well as potential regional tensions, could increase the volatility of crude oil prices, increase risk premiums, financing costs, and compliance burdens, which could materially and adversely affect our operations, results, and financial condition. Our business requires significant and long-term capital investments and maintenance cost. The oil and gas industry is a capital-intensive industry. We make and expect to continue to make substantial capital expenditures related to development and acquisition of oil and gas resources and in order to maintain or increase the amount of our hydrocarbon reserves and production. We have funded, and we expect that we will continue to fund, our capital expenditures with cash generated by existing operations, debt, equity issuances and our available cash. However, under certain scenarios (e.g., in substantially lower realized oil price scenarios compared to average realized oil prices prevailing as of the second semester of 2025), our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets. We cannot guarantee that we will be able to maintain our current production levels, generate sufficient cash flow to pay for operating expenditures and service our financial debt, or that we will have access to sufficient borrowing or other financing alternatives to continue our exploration, exploitation and production activities at current or higher levels. Additionally, the incurrence of additional indebtedness would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures, operating expenditures and acquisitions. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of various factors. We may decrease our actual capital expenditures in response to lower commodity prices, which would negatively impact our ability to increase or even maintain production. If our revenues decrease, we may have limited ability to obtain the capital necessary to sustain our operations at current levels. If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to us, if at all. If cash flow generated by our operations are not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a reduction of the capital expenditures devoted to the development of our assets, or even in a curtailment of our operations. This, in turn, could lead to a decline in production, and could materially and adversely affect our business, financial condition and results of operations, including our ability to service financial debt obligations, and the market value of our series A shares or ADSs. We may not be able to acquire, develop or exploit new reserves, which could decrease the volume of our reserves over time and could, in turn, adversely affect our financial condition and the results of our operations. The hydrocarbon reserves in any given reservoir decreases as such oil and gas volumes are produced and consumed, with the range of decrease depending on the characteristics of the reservoir and the production rate. Therefore, our results of operations largely depend on our ability to produce oil and gas from existing reserves, to discover additional oil and gas reserves, and to economically exploit oil and gas from these reserves. Unless we are successful in our exploration of oil and gas reserves and their development, in replacing our existing oil and gas reserves or in acquiring new reserves, the production of oil and gas and the volume of our total reserves will decrease over time. While we have geological reports evaluating certain proved and probable reserves, as well as contingent and prospective resources in our blocks, there is no assurance that we will continue to be successful in the exploration, appraisal, development and commercialization of oil and gas. 20
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Table of Contents Drilling activities are also subject to numerous risks and may involve unprofitable efforts, not only with respect to dry wells but also with respect to wells that are productive but do not produce enough net income to derive profit after covering drilling costs and other operating costs. The construction of a well does not assure a return on investment or recovery of the costs of drilling, completion and operating costs. Lower oil and natural gas prices could also affect our future investment and growth, including future and pending acquisitions. We may not be able to identify commercially exploitable reservoirs or implement our capital investment program to complete or produce more oil and gas reserves, and the wells we plan to drill may not result in the discovery or production of oil or natural gas. If we are unable to replace our production with new reserves, or acquire new reserves, our reserves will decline and our financial condition, results of operations, cash flow and market value of our series A shares or ADSs could be negatively affected. The oil and gas reserves that we estimate are based on assumptions that could be inaccurate. Our oil and gas reserves are estimates based on certain assumptions that could be inaccurate. Reserve estimates depend on the quality of engineering and geological data at the date of the estimate and the manner in which they are interpreted. In addition, reserve engineering is a subjective process for estimating oil and gas accumulations that cannot be accurately measured, and the estimates of other engineers may differ materially. A number of assumptions and uncertainties are inherent in estimating the amounts of proven reserves of oil and gas (including, but not limited to production forecasts, the time and amount of development expenditures, testing and production after the date of the estimates, among others), many of which are beyond our control and are subject to change over time. Consequently, measures of reserves are not precise and are subject to revision. Any downward revision in our estimated quantities of proved reserves could adversely impact our financial condition and results of operations, and ultimately have a material adverse effect on the market value of our series A shares or ADSs. In addition, the estimation of “proved oil and natural gas reserves” based on Argentine SdE Resolution No. 324/2006 and Argentine Secretariat of Hydrocarbon Resources (Secretaría de Recursos Hidrocarburíferos) Resolution No. 69-E/2016 may differ from the standards required by SEC’s regulations. As a result, reserve estimates could be materially different from the amounts that are ultimately extracted, and if such amounts are significantly lower than the initial reserves estimates it could result in a material adverse effect on our financial performance, including our ability to service financial debt obligations, operating results and the market value of our series A shares or ADSs. See “Item 4—Information on the Company— Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina” and the 2025 Reserves Report attached hereto as Exhibit 99.1. Our business operations rely heavily on our production facilities. A material portion of our revenues depends on our oil and gas facilities, which are key to producing, transporting, treating and injecting oil and gas into transportation infrastructure for sale. In order to execute our strategic plan and meet our targets, we need to expand our capacity to transport, treat and inject our oil and gas production, as well as our water production. If we are not able to execute these expansion projects, our growth plan could be affected. In addition, while we believe that we maintain adequate insurance coverage and appropriate security measures in respect of such facilities, any material damage to, accident at, or other disruption at such production facilities could have a material adverse effect on our production capacity, financial condition and results of operations. The lack of availability of midstream capacity may limit our possibility of increasing hydrocarbon production and may adversely affect our financial condition and results of operations. Our capacity to exploit our hydrocarbon reserves largely depends upon the availability of midstream infrastructure on commercially acceptable terms to transport the produced hydrocarbons from our oilfields to the markets in which they are sold. Typically, oil is transported by pipelines to refineries, while natural gas is usually treated, compressed and transported by pipeline to customers. The lack of oil transportation, storage or loading infrastructure, as well as the lack of vessels for maritime oil transportation, may adversely affect our financial condition and results of operations. The lack of gas treatment, compression or transportation infrastructure may also adversely affect our financial condition and results of operations. 21
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Table of Contents In particular, most of our crude oil production is transported from the Neuquina Basin through the Oldelval pipeline system to the south of the Province of Buenos Aires, from where it is sent to refineries or port facilities at Puerto Rosales or Puerto Galván for exports. On the other hand, part of our oil is transported to Chile through VMON and the Trasandino pipeline. Furthermore, VMOS (as defined below) plans to construct a new pipeline with an initial transportation capacity of 550 Mbbl/d from Vaca Muerta to a new export terminal with storage capacity at Punta Colorada, Province of Río Negro, which is anticipated to become operational in 2027. Vista Argentina holds a minority equity interest in VMOS and has secured firm transportation, storage, and dispatch capacity in the VMOS Project for 50,000 bbl/d. The estimated total investment required for the VMOS Project is approximately US$3 billion, which is expected to be financed through capital contributions from the VMOS Shareholders and approximately US$2 billion of third-party financing, which has been secured by VMOS. We have secured sufficient oil midstream capacity through existing infrastructure and expansion projects to support the execution of our production growth plans in our Vaca Muerta assets. However, both planned events (such as scheduled maintenance) and unexpected disruptions (including adverse weather conditions, accidents, union strikes, explosions, or environmental incidents) may restrict access to existing oil midstream capacity, potentially limiting production and adversely impacting our financial condition and results of operations. Additionally, if oil midstream expansion projects are delayed or canceled, a potential lack of transportation capacity could constrain our production growth, affect our ability to meet targets, and negatively impact our future financial performance, including our ability to service financial debt obligations and the market value of our series A shares or ADSs. Developments in the oil and gas industry and other factors may result in substantial write-downs of the carrying amount of our assets, which could adversely affect our financial condition and results of operations. Changes in the economic, regulatory, business or political environment in Argentina, Mexico or other markets where we operate, such as price controls over crude oil or crude oil by-products or the significant decline in international crude oil and gas prices in recent years, among other factors, may result in the recognition of impairment charges in certain of our assets. We evaluate the carrying amount of our assets for possible impairment on an annual basis, or more frequently where the circumstances require. Our impairment tests are performed by a comparison of the carrying amount of an individual asset or a cash-generating unit with its recoverable amount. Whenever the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount. Substantial write-downs of the carrying amount of our assets could adversely affect our financial condition and results of operations. Exploration and development drilling may not result in commercially productive reserves. Drilling involves numerous risks, including the risk that no commercially productive oil or gas reservoirs will be encountered. The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled, or become costlier, as a result of a variety of factors, including (i) unexpected drilling conditions; (ii) unexpected pressure or irregularities in formations; (iii) equipment failures or accidents; (iv) construction delays; (v) hydraulic stimulation accidents or failures; (vi) adverse weather conditions; (vii) restricted access to land for drilling or laying pipelines; (viii) title defects; (ix) lack of available gathering, transportation, processing, fractionation, storage, refining or export facilities; (x) lack of available capacity on interconnecting transmission pipelines; (xi) access to, and the cost and availability of, the equipment, services, resources and personnel required to complete our drilling, completion and operating activities; (xii) involuntary human error; and (xiii) delays imposed by or resulting from compliance with environmental and other governmental or regulatory requirements. 22
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Table of Contents Our future drilling activities may not be successful and, if unsuccessful, our proved reserves and production would decline, which could have an adverse effect on our future results of operations and financial condition. While all drilling, whether development, extension or exploratory, involves these risks, exploratory and extension drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons. If we are not successful in our exploration or extension drilling activities, we might not be able to replace the reserves consumed as a result of our production and therefore our production will decline over time, which could adversely affect our financial condition and results of operations. Our operations are substantially dependent upon the availability of water and our ability to dispose of produced water gathered from drilling and production activities. Changes in hydrological patterns associated with climate change may affect water availability over time. Restrictions on our ability to obtain water or dispose of produced water may have a material adverse effect on our financial condition, results of operations and cash flows. Water is an essential component of unconventional drilling, completion and hydrocarbon production. In the regions where we operate, including Vaca Muerta, water sources are limited and subject to variability over time. Limitations or restrictions on our ability to secure sufficient amounts of water, including those resulting from regulatory requirements or natural causes such as drought, could materially and adversely impact our operations. Severe drought conditions could potentially result in local water districts taking steps to restrict the use of water in their jurisdiction for drilling and hydraulic stimulation in order to protect the local water supply. If we are unable to obtain water to use in our operations from local sources, it may need to be obtained from new sources and transported to drilling sites, or other facilities, resulting in increased costs, which could have an adverse impact on our financial condition and cash flows. Additionally, if we were unable to obtain water from any sources, we might be forced to halt our drilling and completion activities, which could have a material adverse effect on our growth prospects, financial condition, results of operations and cash flows. Our operations may pose risks to the environment. Some of our operations are subject to environmental risks which could materialize unexpectedly and could have a material adverse impact on our financial condition and results of operations, including our ability to service financial debt. These include the risk of leaks or spills of hydrocarbons, contamination of soil or water sources, fire and explosions, damages to infrastructure or the general population. There can be no assurance that future environmental issues will not result in cost increases, civil liability or administrative action, which could lead to a material adverse effect on our financial condition, results of operations, reputation and social license to operate. Any climate change legislation or regulations restricting GHG emissions, including the introduction of carbon pricing mechanisms, could result in increased operating costs and capital expenditures. Due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, new regulatory requirements to reduce greenhouse gas emissions, such as carbon taxes, increased efficiency standards or the adoption of cap-and-trade regimes. More stringent environmental regulations can result in the imposition of costs associated with GHG emissions, either through environmental agency requirements relating to mitigation initiatives, compliance costs and operational restrictions, and/or through other regulatory measures such as GHG emissions taxation and market creation of limitations on GHG emissions that have the potential to increase our operating costs and capital expenditures. We expect that a growing share of our GHG emissions could be subject to regulation, resulting in increased compliance costs, capital requirements and operational restrictions. Regulators may seek to limit certain oil and gas projects or make it more difficult to obtain required permits for hydrocarbon E&P. Additionally, climate activists around the globe are challenging the grant of new and existing regulatory permits. We expect that these challenges are likely to continue and could delay or prohibit operations in certain cases. Compliance with legal and regulatory changes relating to climate change set out by the Argentine and Mexican governments, including those resulting from the implementation of international treaties (see “Item 4—Information on the Company—Business Overview—Argentine Regulatory Framework”) may in the future increase our costs to operate and maintain our facilities, install new emission controls on our facilities and administer and manage any GHG emissions program. Revenue generation and strategic growth opportunities may also be adversely affected. 23
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Table of Contents In addition, environmental laws that may be implemented in the future could increase litigation risks and have a material adverse effect on us. For example, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can establish responsibilities for gas emissions and prevent, mitigate or minimize the damages or impacts associated with climate change (see “Item 4—Information on the Company—Business Overview— Argentine Regulatory Framework”). If additional requirements were adopted in Argentina, these requirements could add to our litigation costs and impact adversely on our results of operations. We cannot predict the overall impact that the enactment of new environmental laws or regulations could have on our financial results, results of operations, and cash flows and the market value of our series A shares or ADSs. The energy transition could result in reduced demand for the oil and gas we produce, negatively impact our long-term plans, and lead to opposition from certain stakeholders. We expect that measures taken by governments, NGOs, customers, and end users of refined hydrocarbon products to reduce emissions will continue to suppress demand for hydrocarbons and their by-products, potentially impacting oil and gas prices. For example, demand could decline further if households increasingly adopt electric vehicles, public transportation transitions to electric or renewable fuel sources, power generation shifts more extensively to renewable energy, or hydrogen and other green energy alternatives achieve widespread adoption. These developments may contribute to a decline in global oil and gas demand, potentially leading to additional asset provisions, lower earnings, project cancellations, reduced access to capital, and impairments of certain assets. Regulations and regimes promoting alternative energy resources may also lead to a decline in demand for crude oil and natural gas, or any of their by-products, in the long-term. In addition, increased regulation of GHG emissions may create greater incentives for the use of alternative energy sources. Any long-term material adverse effect on the oil industry could adversely affect the financial and operational aspects of our business, which we cannot predict with certainty as of the date of this annual report. Moreover, certain investors might decide to divest their investments in fossil fuel companies and different stakeholder groups might be included to exert pressure on commercial and investment banks to stop financing fossil fuel companies. According to press reports, in recent years some financial institutions have limited their exposure to fossil fuel projects and to investing in companies that produce fossil fuels. If this trend were to accelerate in the future, our ability to access financing for future projects may be adversely affected. These factors could have a negative impact on the demand for our products and services and may jeopardize or even impair the implementation and operation of our business, adversely impacting our operating and financial results and limiting our growth opportunities, and our ability to service financial debt obligations. If we fail to meet the pace and extent of society’s changing demands or our own aspirations for lower carbon energy as the energy transition unfolds, we could face reputational costs or fail in sustaining and developing our business. The pace and extent of the energy transition could pose a risk to the company if our own progress towards decarbonization moves at a different speed than that of our competitors and the economy in general, or if we fail to meet our aspirations. If we are slower than competitors or the economy in general, either because we do not invest enough funds, or invest in technologies that fail to reduce our carbon footprint, or if we fail to reduce our scope 1 and 2 GHG emissions intensity to 7 kgCO2e/boe by 2026, or if we fail to generate carbon credits through Aike to match the volume of scope 1 and 2 GHG emissions in our operation by 2026, our reputation may suffer and customers may prefer a different supplier, which would adversely impact demand for our hydrocarbon products, including the market value of our shale oil acreage and associated resources we expect to develop in the future. Our failure to time the transition of our production to address climate-change related concerns could have a material adverse effect on our earnings, cash flows and financial condition. 24
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Table of Contents Expectations relating to GHG emissions and emission reductions, and potential inaccuracies or underreporting, could expose us to liabilities, increased costs, and reputational harm. Between 2020 and 2025 we have materially reduced scope 1 and 2 GHG emissions intensity, as a result of operational improvements and a full focus on shale oil assets. We aspire to reduce our operating scope 1 and 2 GHG emission intensity to 7 kgCO2e/boe in 2026, representing a reduction of approximately 80% compared to 2020. Additionally, we are developing a portfolio of nature-based solution projects designed to generate enough carbon credits to match the size of our residual carbon footprint by 2026 through Aike, one of our subsidiaries. See “Item 4—Information on the Company—Environmental Strategy and Performance.” Matching the volume of carbon credits with the emissions generated by the operation is subject to complex methodologies, calculations, assumptions and estimates, including with respect to how we determine emissions and carbon credits through NBS projects. Although we believe that our methodologies, calculations, assumptions and estimates are reasonable, we cannot assure you that we will not revise our past emissions estimates, our carbon offsets or our future emissions projections or goals as a result of new developments, technologies, regulations, standards or otherwise. Additionally, there is no assurance that the carbon credits generated through NBS projects will be certified by independent third-party certification bodies, or that such carbon credits will be issued and subsequently retired, which could limit their credibility or acceptance in voluntary or compliance carbon markets. In addition, we may pursue business opportunities (including acquisitions or divestments of oil and gas assets) that may affect our emissions estimates and projections. Our emissions information (including carbon credits) may be calculated differently than by other companies, including our competitors. Investors should make their own diligence and assessment on whether our emissions information is directly comparable to that of other companies. In addition, our current disclosures do not include Scope 3 emissions, which depend in part on information provided by third parties and may be subject to significant data limitations, inconsistencies and methodological differences. As a result, our emissions data may be incomplete or subject to revisions, and there is a risk of inaccuracies or underreporting of our actual emissions. Our GHG emissions inventory is calculated and reported in compliance with industry recognized standards (GHG Protocol, API Compendium and GRI reporting). Such calculation is based on limited information and subject to significant uncertainties. For example, our emissions information excludes the emissions arising from concession areas that we do not operate (on which we do not have emissions information) and therefore only covers approximately 70% of our production, based on our 2025 performance data. Therefore, we cannot guarantee that we will be able to achieve a scope 1 and 2 GHG emission intensity of 7 kgCO2e/boe in 2026, nor match the volume of our carbon credits with the scope 1 and 2 emissions generated in our operations on the timeline we expect, or at all. Any failure, or perceived failure, by us to adhere to this or other public statements, comply fully with developing interpretations of climate-related laws and regulations, or meet evolving and varied stakeholder expectations and standards could harm our business, reputation, financial condition, and operating results. Our ability to generate carbon credits through our nature-based solutions projects may be adversely affected by wildfires and other natural risks. Our objective to match our residual carbon footprint through the generation of carbon credits relies in part on the successful development and performance of nature-based solutions projects carried out by Aike, one of our subsidiaries. These projects, which include afforestation, reforestation, forest conservation, and regenerative agriculture and livestock initiatives, are exposed to physical risks, including wildfires, extreme weather events, pests and other natural disturbances. In particular, wildfires could damage or destroy project areas, reduce or eliminate the expected carbon sequestration capacity and delay or prevent the validation, verification or future certification of carbon credits. The occurrence of such events may also require additional monitoring, remediation or project adjustments under applicable standards. Although we implement risk management and monitoring practices, we cannot ensure that such events will not occur or that their impact will be mitigated. Any significant disruption to our nature-based solutions projects could 25
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Table of Contents adversely affect our ability to generate carbon credits in the expected volumes or timelines, which could negatively impact our emissions management strategy, including our ability to meet our objectives through Aike, as well as our business, financial condition and results of operations. Adverse climate conditions may adversely affect our results of operations and our ability to conduct drilling operations. Additionally, adverse climate conditions could negatively impact the Argentine economy. The physical effects of climate change such as, but not limited to, heat waves, storms, hail, increases in temperature and sea levels, extensive droughts affecting the river basins where we operate, and fluctuations in sea levels could adversely affect our operations and supply chains. Such adverse climate conditions may lead to, among others, cost increases, drilling delays, power outages, production stoppages, and difficulties in transporting the oil and gas produced by us. Any decrease in our oil and gas production and sales could have a material adverse effect on our business, financial condition or results of operations. In addition, the occurrence of severe adverse weather conditions, especially droughts, hail, floods or frost or diseases, is unpredictable, may have a potentially devastating impact on production, mainly on agricultural products, and may adversely affect the supply and price of such products. Adverse weather conditions may be exacerbated by the effects of climate change. The effects of severe adverse weather conditions may reduce yields of agricultural activities in Argentina, which constitute a material share of GDP and exports. This could have an adverse effect on the economy, including lower inflows of hard currency from exports, depreciation of the local currency, rising inflation and poverty. Our activities are subject to social, reputational and operational risks, including negative media attention, potential protests by local communities in the areas where we operate, seismic activity, and potential conflicts with landowners and right-of-way agreements. Although we are committed to operating in a socially responsible manner, we may face opposition from local communities and negative media attention. We consider our relationship with local communities, including indigenous communities, to be good, but we cannot ensure that any form of protest, including roadblocks, actions limiting access of our workers or contractors to our operations, sabotage, or any disruptive action will not impact our operations. Any such action could have an adverse effect on our reputation, financial condition, and results of operations. In addition, our operations depend on securing and maintaining rights of way and access agreements with landowners for the development of infrastructure, including pipelines, roads and other facilities. We may face disputes or difficulties in negotiating, renewing or enforcing such agreements, which could result in delays, increased costs or restrictions to access our operations. Any such disputes or limitations could adversely affect our ability to develop, transport or commercialize our production. There is a risk that hydraulic stimulation activities during well completion operations in the Vaca Muerta may induce seismicity. We, together with a consortium of other oil and gas operators, have conducted extensive research into potential sources of increased seismic activity in the region. As of the date of this annual report, no conclusive evidence has been found linking produced water reinjection into geological formations with amplified seismicity. Nonetheless, we continue to evaluate potential contributing factors. Although as of the date of this annual report no seismic events have resulted in above-ground impacts affecting the health and safety of the communities in the region we operate, the growing density of hydraulic fracturing activities in the region may lead to increased seismic activity in the future. Any such increase could expose the company to heightened regulatory oversight or stakeholder concern. Furthermore, we are not currently aware of operations being conducted in areas of the Vaca Muerta occupied by indigenous communities. However, self-identification by indigenous communities in the region has historically been fluid, and this circumstance may change over time. In such cases, we may be required to enhance our engagement with indigenous communities and develop a dedicated engagement policy in accordance with Argentine law on prior consultation and International Labour Organization (ILO) Convention No. 169 on Indigenous and Tribal Peoples. Failure to adequately address these matters could expose us to additional regulatory, legal or reputational risks. 26
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Table of Contents Our industry has become increasingly dependent on digital technologies to carry out daily operations and is subject to failures or disruptions in technological systems, as well as increasing cybersecurity threats. As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events have also increased worldwide. Even if we have implemented, and continue to implement, a cybersecurity plan (see “Item 16K—Cybersecurity—Risk Management and Strategy”), the technologies, systems, and networks that we have implemented or may implement in the future, and those of our service providers, may be the object of cyberattacks, failures of information security, or other failures or disruptions in technological systems, which could lead to interruptions in critical industrial systems, the unauthorized disclosure of confidential or protected information, data corruption, and other interruptions or disruptions to our operations. In addition, certain cyber incidents, such as the advanced persistent threat, may not be detected for a prolonged period of time. Although we have adopted a Cybersecurity Policy that serves as an umbrella for our cybersecurity risk management standards and procedures to safeguard information and protect our systems, we cannot assure you that cyber incidents or technological failures will not happen in the future and that our operations and/or our financial performance will not be affected. Information security risks have generally increased in recent years as a result of the proliferation of new technologies and the increased sophistication and activities of cyber-attacks. We depend on digital technology, including information systems to process financial and operating data, analyze seismic and drilling information and oil and gas reserves estimates. We have increasingly connected equipment and systems to the Internet. Because of the critical nature of their infrastructure and the increased accessibility enabled through connection to the Internet, they may face a heightened risk of cyber-attack. In the event of such an attack or a failure or disruption in technological systems, our oilfield operations could be disrupted, property damaged and customer information stolen; we could experience substantial loss of revenues, response costs and other financial losses, and be subject to increased litigation and damage to our reputation. A cyber-attack could adversely affect our business, results of operations and financial condition. See “Item 16K—Cybersecurity—Risk Management and Strategy.” Risks Related to Our Company The historical financial information included in this annual report and the past performance and experience of our Executive Team may not be indicative of future results. Our business is inherently volatile due to the influence of external factors, such as domestic oil and gas demand, oil and gas prices, availability of financial resources for our business plan and its corresponding costs and government regulations. Our periodic operating results could fluctuate for many reasons, including many of the risks described in this section, which are beyond our control. Consequently, our past financial condition, results of operations and the trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends. Additionally, we believe that the experience of our Executive Team constitutes a differentiated source of competitive strength for us. However, the experience of our Executive Team in the past (whether in Vista or in other companies) may not be indicative of our future results of operations. For more information regarding our historical consolidated condensed financial information, see “Presentation of Information,” “Item 8—Financial Information” and the Audited Financial Statements included elsewhere in this annual report. The results of our planned development programs in new or emerging shale development areas and formations may be subject to more uncertainties than programs in more established areas and formations and may not meet our expectations for reserves or production. The results of our horizontal drilling efforts in emerging areas and formations in Argentina such as in the Vaca Muerta formation in the Neuquina Basin are generally more uncertain than drilling results in areas that are more developed and have more established production. Because emerging areas and associated target formations have limited or no production history, we are less able to rely on past drilling results in those areas as a basis to predict our future drilling results. In addition, horizontal wells drilled in shale formations, as distinguished from vertical wells, utilize multilateral wells and stacked laterals, which could adversely impact our ability to maximize the efficiency of our horizontal wells related to reservoirs drainage over time. Further, access to adequate gathering systems or pipeline takeaway capacity and the availability of drilling rigs and other services may be more challenging in new or emerging areas, and can be particularly challenging in Argentina, where access to capital is generally more limited compared to 27
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Table of Contents other regions. If our drilling results are less than anticipated, or we are unable to execute our drilling program because of capital constraints, access to gathering systems and takeaway capacity or otherwise, and/or natural gas and oil prices decline, our investment in these areas may not be as economic as we anticipate, we could incur material write-downs of unevaluated properties and the value of our undeveloped acreage could decline in the future. Part of our strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application. Our operations involve utilizing some of the latest drilling and completion techniques we have developed, along with those developed by our key service providers. Risks that we face while drilling horizontal wells include, but are not limited to, the following (i) landing the wellbore in the desired drilling zone; (ii) staying in the desired landing zone while drilling horizontally through the formation; (iii) running casing the entire length of the wellbore; and (iv) being able to run tools and other equipment consistently through the horizontal wellbore. Risks that we face while completing wells include, but are not limited to, the following: (i) the ability to stimulate the planned number of stages; (ii) the ability to run tools the entire length of the wellbore during completion operations; and (iii) the ability to successfully clean out the wellbore after completion of the final hydraulic stimulation stage. Any problems or failures in our drilling and completion techniques could adversely affect our business, results of operations and financial condition. Our operations and drilling activity are concentrated in areas of high competition such as the Neuquina Basin in Argentina, which may affect our ability to obtain the personnel, equipment, services, resources and facilities access needed to complete our development activities as planned or result in increased costs; such concentration also makes us vulnerable to risks associated with operating in a limited geographic area. As of December 31, 2025, most of our producing properties and total estimated proved reserves were geographically concentrated in Vaca Muerta, in the Neuquina Basin. A substantial portion of our operations and drilling activity are concentrated in areas in such basins where industry activity is high. As a result, demand for personnel, equipment, power, services and resources may increase in the future, as well as the costs for these items. Any delay or inability to secure the personnel, equipment, power, services and resources could result in oil, NGL and gas production being below our forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on our results of operations, cash flow, profitability. As a result of this concentration, we may be disproportionately exposed to the impact of delays or interruptions of operations or production in this area caused by external factors such as governmental regulation, state politics, market limitations, water or sand shortages, lack of midstream capacity, or extreme weather-related conditions. The oil and gas industry is competitive and our ability to achieve our strategic objectives and expand our business depends on our ability to successfully compete in the market and react to competitive forces. The oil and gas industry is competitive and we compete with the major independent and state-owned oil and gas companies engaged in the sector, including companies that possess substantially greater financial and other resources than we do for researching and developing E&P technologies, accessing markets, equipment, midstream capacity, labor and capital required to acquire, develop and operate our properties, as well as political relationships and connections with other stakeholders, which is key, given that our business and assets are subject to political decisions. We also compete for the acquisition of licenses and properties in the countries in which we operate. In addition, should we choose to bid for exploration or exploitation rights in a hydrocarbon area, or bid for midstream capacity, we could face significant competition not only from state-owned, but also from private and public companies. As we operate in a very competitive business, our competitors may be able to pay more for productive oil and natural gas properties and exploratory prospects and to evaluate, bid for and purchase a greater number of 28
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Table of Contents properties and prospects than our financial or personnel resources permit. Our competitors may also be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. In addition, there is substantial competition for capital available for investment in the oil and natural gas industry. As a result of each of the foregoing, we may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel or raising additional capital, which could have a material adverse effect on our business, financial condition or results of operations. See “Item 4—Information on the Company—Business Overview—Customers and Marketing—Competition.” We are also affected by competition for drilling rigs and the availability of related equipment, leading to higher drilling costs over the past several years. Higher commodity prices generally increase the demand for drilling rigs, supplies, services, equipment and crews, and can lead to higher costs of oilfield services, or shortages of drilling equipment, services and personnel. Additionally, the Argentine Foreign Exchange Regulations generate barriers to entry for international service providers, limiting the supply of oilfield goods and services. See “Item 10—Additional Information—Exchange Controls.” Accordingly, failure to manage our costs and our operational performance could result in a material adverse effect on our earnings, cash flows and financial condition. We must achieve certain milestones to protect the exploitation rights in our concessions. In order to keep our exploitation rights in our concessions, we must achieve certain milestones, including investment commitments related to drilling and production in determined time periods, as stated in the relevant agreements signed with government authorities. Operating and maintenance costs may increase significantly due to adverse local or international market conditions, including local recession, foreign exchange volatility or high financing costs, which could prevent us from meeting our commitments under such agreements on commercially reasonable terms or at all, which may force us to forfeit our interests in such areas. If we do not succeed in meeting these milestones, renewing our agreements, maintaining our operations in these concessions or securing new ones, our ability to grow our business may be materially affected. See “Item 5.B—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures” and “Item 5.A—Operating and Financial Review and Prospects—Operating Results—Factors Affecting our Results of Operations—Contractual Obligations.” We may fail to fully identify problems with any properties we acquire, and as such, assets we acquire may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities. We might seek to acquire additional acreage in Vaca Muerta, Argentina, and more broadly in Latin America. Successful acquisitions require an assessment of a number of factors, including estimates of recoverable reserves, exploration potential, future oil and natural gas prices, adequacy of title, operating and capital costs and potential environmental and other liabilities. Although we conduct a review of the properties we acquire which we believe is consistent with industry practices, we can give no assurance that we have identified or will identify all existing or potential problems associated with such properties or that we will be able to mitigate any problems we do identify. Such assessments are inexact, and their accuracy is inherently uncertain. In addition, our review may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. We do not inspect every existing well in the properties we acquire. Even when we inspect a well, we do not always discover structural, subsurface, title and environmental problems that may exist or arise. We are generally not entitled to contractual indemnification for preclosing liabilities, including environmental liabilities. We may acquire interests in properties on an “as-is” basis, with limited remedies for breaches of representations and warranties. As a result of these factors, we may not be able to acquire oil and natural gas properties that contain economically recoverable reserves or be able to complete such acquisitions on acceptable terms. The agreements we enter into, including, among others, acquisition agreements and other material transactions, may be subject to litigation and disputes before courts or international fora, as well as regulatory investigations or proceedings. Certain agreements we have entered into provide that disputes arising thereunder will be resolved through arbitration before international fora, in accordance with the Arbitration Rules of the International Chamber of 29
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Table of Contents Commerce (the “ICC”). By way of example, the PEPASA Sale and Purchase Agreement (as defined below) provides that any disputes arising thereunder will be resolved by arbitration in London in accordance with the ICC Arbitration Rules. Similarly, the Equinor Argentina Share Purchase Agreement and the Bajo del Toro Asset Purchase Agreement each provide that any disputes arising thereunder will be resolved by arbitration in New York in accordance with the ICC Arbitration Rules. Any such arbitration proceedings are expected to be conducted in the English language, and the resulting awards will be final and binding upon the parties. These types of proceedings may be lengthy, costly and complex, and their outcome is inherently uncertain. In addition, the fora in which disputes arising under these agreements are to be resolved may give rise to logistical and procedural challenges. Furthermore, we or the relevant counterparties may encounter difficulties in recognizing or enforcing arbitral awards in certain jurisdictions. In addition, our acquisitions and other material transactions may be subject to review, approval or investigation by antitrust authorities or other regulatory bodies in the jurisdictions in which we operate or conduct such transactions, the timing and outcome of which are uncertain. For further information, see “ —Risks Related to the Equinor Transaction — We cannot assure that the required approvals for the Equinor Transaction will be obtained from the relevant authorities.” We are exposed to foreign exchange risks related to our operations in Argentina. Our results of operations are subject to foreign exchange fluctuation of the Argentine Peso against the U.S. Dollar or other currencies, which could adversely affect our business and results of operations. The value of the Argentine Peso has experienced significant fluctuations in the past. The main risk of a depreciation or devaluation of the Argentine Peso against the U.S. Dollar is lower realized crude oil prices of sales to the domestic market, given that gasoline prices in Argentina are denominated in local currency, so significant changes in exchange rate have historically limited the ability of refiners to pass through such changes to the end-users. Additionally, given several accounting rules, material changes in the value of the Argentine Peso against the U.S. Dollar may also negatively affect: (i) deferred income tax associated with our fixed assets, (ii) current income tax and (iii) foreign exchange differences associated with our Argentine Peso exposure. A significant appreciation of the Argentine Peso against the U.S. Dollar or other currencies could increase the cost of expenditures that are contractually denominated and indexed in Argentine Pesos when translated into U.S. Dollars in the Company’s financial statements. This, in turn, could adversely affect the Company’s operating margins and financial performance, including its ability to service financial debt obligations. The exchange rate of the Argentine Peso against the U.S. Dollar and other currencies is beyond the Company’s control and is influenced by monetary and economic policies adopted by the Argentine government, as well as by the policies of other countries, particularly those of the United States and Argentina’s key trading partners. The Company cannot predict whether, or to what extent, the Argentine Peso will depreciate or appreciate against the U.S. Dollar or other currencies, nor can it determine the potential impact of such fluctuations on its business and financial condition. We may be subject to unknown or contingent liabilities related to our recent and future acquisitions. We occasionally conduct assessments of opportunities to acquire additional oil and gas assets and businesses. Any prospective acquisition could prove to be a substantial undertaking in terms of scale and may introduce new and potentially significant risks, including those related to political, financial, and geographical factors. The success of our acquisition activities is contingent upon our capacity to identify suitable candidates, negotiate acceptable terms of acquisition, and integrate their operations in an effective manner. Any prospective acquisition would be accompanied by a number of risks, including the potential for a significant decline in oil and gas prices, the risk that oil and natural gas reserves acquired may not be developed as anticipated, the difficulty of assimilating the operation and staff, the possible disruption of our ongoing business, the potential loss of significant key employees, and management’s inability to maximize our financial and strategic position through the successful integration of acquired assets and businesses. Additional challenges may include the maintenance of uniform standards, control, procedures and policies, and the deterioration of relationships with employees, customers, and contractors as a result of any integration of new management personnel. 30
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Table of Contents Moreover, additional capital may be required to finance an acquisition, which could entail debt financing and expose the Company to leverage risk. Any acquisition could impact our liquidity, particularly if we use a portion of available cash to finance the acquisition, and may impact our ability to service financial debt obligations. There can be no assurance that we will be able to overcome these risks or any other issues related to these acquisitions. Unexpected costs and challenges may arise, and we may experience delays in realizing the benefits of an acquisition. Our capitalization and operational results may undergo significant changes, and we may not have the opportunity to thoroughly assess the economic, financial, and other pertinent information necessary for evaluating future acquisitions. If we cannot effectively manage the integration of acquisitions, it could reduce our focus on subsequent acquisitions and current operations, potentially impacting our financial results, reputation, and business. In the event of an accident or other occurrence which is not covered by our insurance policies, we may suffer significant losses which may have a material adverse effect on our business and results of operations. Even though we consider that we have insurance coverage consistent with international standards, there is no assurance concerning the availability or sufficiency of insurance coverage with respect to a particular loss or risk. In the event of an accident or other occurrence in our business which is not covered by insurance under our policies, we may suffer significant losses or be forced to provide compensation in a substantial amount from our own resources, which could have a material adverse effect on our financial condition. We are not concessionaires or operating partners in all of our joint ventures, as a result must rely on the activities of our operating partners in such joint ventures. Actions taken by the concessionaires and/or operators in these joint ventures could have a material adverse effect on our success. We carry out hydrocarbon E&P activities through unincorporated joint ventures entered into through agreements with third parties (joint operations for accounting purposes). In some cases, these joint venture agreements or our joint venture partners, rather than us, hold the rights to the concession or the E&P license contracts. Pursuant to the terms and conditions of such agreements, one of the parties assumes the role of operator, and therefore assumes the responsibility of executing all activities pursuant to the agreement. However, in certain cases, neither we nor our subsidiaries may be able to assume the role of concessionaire and/or operator and, in such cases, we must rely on the measures taken by and the performance of our operating partners. Such actions could adversely affect our financial condition and our operating results. For example, as of December 31, 2025, we were not the operator of the La Amarga Chica, Entre Lomas Neuquén, Acambuco, Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE concessions, located in Argentina. In such cases, we would be subject to risks related to the performance of, and the measures taken by, the concessionaire and/or operator to carry out the activities. Such actions could adversely affect our financial condition and operating results. For a more complete description of our non-operated concessions, see “Item 4—Information on the Company— Business Overview—Argentina—Concessions.” We face risks related to certain legal proceedings. We may be parties to labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or other losses. While we believe that we have provisioned such risks appropriately based on the opinions and advice of our external legal advisors and in accordance with applicable accounting rules, certain loss contingencies, particularly those relating to environmental and tax matters, are subject to change as new information develops and it is possible that losses resulting from such risks, if proceedings are decided in whole or in part adversely to us, could significantly exceed any accruals we have provided. As of December 31, 2025, we employed third-party employees under contract, mostly with large domestic and international service providers. Although we have policies regarding compliance with labor and social security obligations for our contractors, we can provide no assurance that the contractors’ employees will not initiate legal actions against us seeking indemnification based upon a number of Argentine judicial labor court precedents that established that the ultimate beneficiary of employee services is joint and severally liable with the contractor, which is the employee’s formal employer. 31
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Table of Contents In addition, we may be subject to undisclosed liabilities related to labor, commercial, civil, tax, criminal, environmental or other contingencies incurred by businesses we acquire in the future as part of our growth strategy, that we were not or may not be able to identify or that may not be adequately indemnified under our acquisition agreements with the sellers of such businesses, in which case our reputation, business, financial condition and results of operation may be materially and adversely affected. We are subject to Mexican, Argentine and other nations’ anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations. Our failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our reputation, business, financial condition and results of operations. The United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, the laws and regulations implementing the Organization for Economic Co-Operation and Development Anti-Bribery Convention, the Mexican Administrative Responsibilities Law (Ley General de Responsabilidades Administrativas), the Argentine Corporate Criminal Liability Law (Ley de Responsabilidad Penal Empresaria) and other applicable anti-corruption laws in other relevant jurisdictions prohibit companies and their intermediaries from offering or making improper payments (or giving anything of value) to government officials and/or persons in the private sector for the purpose of influencing them or obtaining or retaining business and require companies to keep accurate books and records and maintain appropriate internal controls. In particular, the Argentine Corporate Criminal Liability Law establishes the criminal liability of legal entities for offenses against public administration and transnational bribery committed by, among others, their legal counsel, directors, managers, employees or representatives. Under this law, a legal entity may be held liable—and subject to penalties including fines and partial or total suspension of activities—if it is proven that such offenses were committed, directly or indirectly, in its name, on its behalf or for its benefit. Moreover, if the Company obtained or could have obtained a benefit from such offenses, and if they resulted from a failure to implement effective controls, the Company may be held liable. It may be possible that, in the future, reports may emerge alleging instances of unethical and illegal conduct on the part of former agents, current or former employees or others acting on our behalf or on the part of public officials or other third parties doing or considering business with us. While we will endeavor to monitor such reports and investigate matters which we believe warrant an investigation in keeping with the requirements of our compliance program, and, if necessary or appropriate make disclosure and notify the relevant authorities, any fines, other penalties or adverse publicity that such allegations may attract may have a negative impact on our business and reputation and lead to increased regulatory scrutiny of our business practices. If we or people or entities that are or were related to us are responsible for violations of applicable anti-corruption laws (whether due to our own acts or inadvertence, or due to the acts or inadvertence of others) or the Code of Ethics and Conduct, we or other persons or entities related to us could suffer civil, criminal and/or other penalties, which in turn could have a material adverse impact on our future business, financial condition and results of operations. See “Item 16B—Code of Ethics.” We rely on key third-party suppliers, vendors and service providers to provide us with parts, components, services and critical resources that we need to operate our business. Companies operating in the energy industry, specifically the oil and gas sector, commonly rely upon various key third-party suppliers, vendors and service providers to provide them with parts, components, services, drilling rigs, completion sets, midstream capacity and other critical resources, needed to operate and expand their business. If these key suppliers, vendors and service providers fail to deliver, or are delayed in delivering, equipment, service rigs, completion sets, midstream capacity or critical resources, we may not meet our operating targets in the expected time frame, which could have an adverse effect on our business, financial condition, results of operations, cash flows and/or prospects. 32
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Table of Contents Our operations in the industry could be susceptible to the risks of performance, product quality and financial conditions of our key suppliers, vendors and service providers. For instance, their ability to adequately and timely provide us with parts, components, services and drilling rigs, completion sets, midstream capacity and resources critical to our operations may be affected if they are facing financial constraints or times of general financial stress and economic downturn. There can be no assurance that we will not encounter supply disruptions in the future or that we will be able to timely replace such suppliers or service providers that are not able to meet our needs, which might adversely affect a successful execution of our operations, and consequently, our business, financial condition, results of operations, cash flows and/or prospects. In addition, our suppliers, vendors and service providers are required to comply with applicable laws and regulations, as well as with our internal policies and standards relating to ethics, integrity, health, safety and environmental practices. Any failure by such third parties to adhere to these standards, including involvement in unethical, fraudulent or non-compliant conduct, could expose us to regulatory sanctions, legal liabilities, reputational harm and disruptions to our operations. We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business. The sectors in which we operate are highly unionized. We cannot assure you that we or our subsidiaries will not experience labor disruptions or strikes in the future, which could result in a material adverse effect on our business and returns. In addition, we cannot assure you that we will be able to negotiate new collective bargaining agreements on the same terms, or on terms that are substantially similar, as those currently in force or that we will not be subject to strikes or labor interruptions before or during the negotiation process of said agreements. The collective bargaining agreement for the period April 2025 to March 2026 was signed on June 3, 2025, and amended by the agreement signed on January 13, 2026. A second amendment is pending approval by the Secretary of Labor. In the future, if we are unable to renegotiate the collective bargaining agreement on satisfactory terms or are subject to strikes or labor interruptions, our results of operations, financial condition and the market value of our shares could be materially affected. In addition, on March 6, 2026, Law No. 27,802 (the “Labor Reform”) was enacted in Argentina. The Labor Reform introduces amendments to the legal framework governing strikes, direct action measures and collective bargaining, among other labor-related matters. With respect to labor disputes, the reform establishes mandatory minimum service levels for strikes affecting “essential services” (75%) and “activities of transcendental importance” (50%), as well as a mandatory five-day advance notice requirement for any party intending to exercise direct action measures. The reform further provides that the participation of workers in blockades or takeovers of business premises may constitute grave cause for termination of the employment relationship. However, we cannot ensure that the minimum service requirements will be effectively enforced or that they will be sufficient to prevent disruptions to our operations. With respect to collective bargaining, the Labor Reform amends the ultra-activity regime under Law No. 14,250 by providing that expired collective bargaining agreements will only maintain their normative clauses until a new agreement enters into force, while obligational clauses will remain in effect only by mutual agreement of the parties. The reform also requires the labor authority to convene the legitimate parties within one year of its enactment to negotiate, renegotiate or ratify expired collective bargaining agreements. These provisions may result in renegotiations of existing collective bargaining terms on conditions that could be less favorable to us. However, certain provisions of the Labor Reform have been suspended by court order and, as of the date of this annual report, the Argentine government has sought to overturn such suspension, including by filing a per saltum appeal before the Argentine Supreme Court. The full scope and effect of the Labor Reform remain subject to regulatory implementation and judicial interpretation, and any adverse interpretation or implementation could have a material adverse effect on our business, financial condition, results of operations and the market value of our shares. Our performance is largely dependent on recruiting and retaining key personnel. Our current and future performance and business operations depend on the contributions of our Executive Team, and of our first-line managers, our engineers, technical crew and other employees. We rely on our ability to 33
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Table of Contents attract, train, motivate, and retain qualified and experienced administrative staff and specialists. No assurance can be given that we will be able to attract and retain personnel for key positions and replacing any of our key employees could prove difficult and time-consuming. The loss of the services and experience of any of our key employees, or our inability to recruit a suitable replacement or additional staff, could have a material adverse effect on our financial condition and operating results. Our assets are exposed to catastrophic risks and force majeure events. Our operations are exposed to possible unplanned interruptions caused by significant catastrophic or force majeure events, including, but not limited to: wars, labor strikes, cyclones, earthquakes, tornadoes, hurricanes, landslides, floods, explosions, fires, terrorist attacks, major plant breakdowns, leaks of natural gas, NGL, crude oil, refined petroleum products or other hydrocarbons, pipeline or power line ruptures or other damage, technology failures, faulty design and construction, accidents, demographic changes, government macroeconomic policies and political and social instability. These risks could, among other effects, have a significant adverse impact on the available cash flows of infrastructure assets, cause personal injury or death, property damage, or cause interruptions in our activities. In addition, the cost of repairing or replacing damaged assets could be substantial and could include assessment, repair and maintenance costs. Repeated or prolonged interruptions in activities conducted may result in the permanent loss of customers, significant litigation or penalties in the event of regulatory or contractual non-compliance. Force majeure events that are incapable of being repaired, or are too costly to reverse or resolve, may also have a permanent material adverse effect on us. There can be no assurance that all of our assets will be fully insured against all risks inherent in our business and activities or that all such insurance can be made available on commercially reasonable terms. If a major accident or event occurs that is not fully insured, it could have a material adverse effect on our operations and financial condition. Our trading operations through VEISA expose us to additional risks that could adversely affect our financial condition and results of operations. In 2025, we established Vista Energy International S.A. (“VEISA”), a wholly-owned subsidiary incorporated and domiciled in Uruguay, as our dedicated trading arm, responsible for commercializing our crude oil production in international markets. VEISA’s trading operations expose us to some additional operational and financial risks. In connection with the international commercialization of crude oil, VEISA may charter vessels for the transportation of hydrocarbons, thereby assuming risks associated with vessel availability, freight rate volatility, and potential liability arising from maritime incidents or cargo losses. To the extent that VEISA sells crude oil on a cost, insurance and freight (“CIF”) basis, it bears the risk of loss or damage to cargo during transit, as well as exposure to fluctuations in insurance and freight costs that may not be fully recoverable from counterparties. In addition, international crude oil sales may result in lengthened revenue collection cycles compared to domestic sales due to vessel transit times, the involvement of intermediaries, documentary requirements, and the settlement practices of international counterparties, which could adversely affect the Company’s working capital position and liquidity. Furthermore, VEISA may utilize financial instruments, including futures, forwards, swaps, or options, to hedge or lock in oil prices in connection with its trading activities. The use of such instruments involves counterparty credit risk, basis risk, and the risk that hedging strategies may not perform as anticipated, potentially resulting in losses that could adversely affect our financial condition and results of operations. Additionally, VEISA is subject to the laws and regulations of Uruguay, including those governing corporate conduct, taxation, foreign exchange, anti-money laundering, and financial services. Changes in Uruguayan law or regulation, or adverse interpretations thereof by Uruguayan authorities, could increase VEISA’s compliance costs, restrict its operations, or otherwise adversely affect its ability to conduct its trading business. Risks Related to the La Amarga Chica Acquisition We may be unable to comply with payment obligations. The PEPASA Sale and Purchase Agreement provides that the Acquirers must make deferred payments in two equal installments due on April 15, 2029 and April 15, 2030, respectively. There is a risk that these payment obligations may not be met in the future, which could result in legal disputes and the need to enforce warranties or seek respective legal remedies. 34
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Table of Contents Risks Related to the Equinor Transaction We cannot assure that the Equinor Asset Sellers or the companies acquired in connection with the Equinor Transaction will fully perform their obligations or that the Equinor Transaction Assets will perform as expected. After conducting the level of due diligence that is customary for transactions of this nature, we believe that the Equinor Transaction Assets are sound businesses and assets with sufficient operational and financial track records to meet their obligations and deliver the expected benefits. However, past performance of the Equinor Transaction Assets may not be indicative of future operating results, and we cannot assure that such assets will continue to perform at the same operational or financial levels. Consistent with the foregoing, we cannot assure that the Equinor Transaction Assets are, or will remain, in compliance with their contractual and legal obligations. In addition, we cannot assure the performance of any ongoing or surviving obligations of the Equinor Asset Sellers, or the accuracy and completeness of the representations and warranties set forth in the Equinor Argentina Share Purchase Agreement and the Bajo del Toro Asset Purchase Agreement, and the ancillary documents executed in connection therewith and the Equinor Transaction. Any breach of obligations by the Equinor Asset Sellers and/or the Equinor Transaction Assets, any underperformance of such assets, or any failure to comply with the terms of the aforementioned purchase agreements and related transaction documents or other commitments could negatively affect our production volumes or result in significant cost increases, which could, in turn, have an adverse effect on our results of operations, cash flows and profitability. The Equinor Transaction Assets may experience increases in operating and maintenance expenses. The Equinor Transaction Assets may include assets that require routine maintenance as well as major maintenance from time to time in order to maintain the safety and operational conditions necessary for their continued operation. The costs of such activities may vary significantly due to factors including, among others, natural disasters, adverse weather conditions, deterioration in macroeconomic conditions and competition for services in Vaca Muerta. These factors could affect the cost of the maintenance activities required to keep the Equinor Transaction Assets in proper operating condition. In addition, such costs may require increased expenditures, which in turn could lead to higher financing costs and reduced cash generation. Indemnification claims risk. To the extent the Equinor Transaction closes, we will assume certain liabilities associated with the operation of the Equinor Transaction Assets, including administrative, environmental and labor-related liabilities. If significant claims or adverse events arise in connection with such assets, we could incur unexpected and potentially substantial costs and expenses. Changes in applicable laws may affect obligations under the Equinor Transaction. We are required to comply with all applicable laws, including anti-corruption and anti-money laundering laws. Any failure to comply with such laws could result in significant penalties and the potential termination, voidance or rescission of the agreements relating to the Equinor Transaction, including the relevant purchase agreements. In addition, any changes in applicable laws could adversely affect the feasibility of the Equinor Transaction. Certain contractual limitations may restrict our ability to recover losses or damages. Certain material contractual arrangements made in connection with the Equinor Transaction may include limitations of liability, exclusions of damages, claim thresholds, caps and procedural restrictions. These limitations could reduce our ability to recover losses or damages and could adversely affect our results of operations, cash flows and profitability. 35
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Table of Contents We may not fully identify issues with the Equinor Transaction Assets, which could result in such assets being worth less than the price we paid due to uncertainties in evaluating recoverable reserves and potential liabilities. Successful acquisitions require an assessment of a number of factors, including estimates of recoverable reserves, exploration potential, future oil and natural gas prices, title sufficiency, operating and capital costs and potential environmental and other liabilities. Although we typically conduct a review of the properties we acquire, which we believe is consistent with industry practices, we cannot assure that we have identified all existing or potential issues associated with the Equinor Transaction Assets or that we will be able to mitigate any issues that we do identify in the future. Such evaluations are inherently imprecise and subject to uncertainty. In addition, our review may not sufficiently familiarize us with the properties to fully assess their deficiencies and capabilities. We have not inspected all existing wells included in the Equinor Transaction Assets. Even when inspections are conducted, structural, subsurface, title and environmental issues may not be identified or may arise in the future. As a result of these factors, the operational and financial performance of the Equinor Transaction Assets may be lower than expected and may not allow us to recover the amounts invested in the acquisition. Furthermore, even if our technical and legal review is conducted with due diligence, there remains a risk that undetected or underestimated contingencies may arise with respect to asset integrity, title and environmental liabilities. This could result in higher maintenance costs, unforeseen capital expenditures, reduced reserves and lower production than planned, all of which could have a material adverse effect on our results, cash flows and the valuation of the Equinor Transaction Assets. The operation of the Equinor Transaction Assets may also be disrupted by catastrophic events, force majeure events or significant design or technological failures, the effects of which may range from equipment damage to prolonged operational shutdowns and significant repair or replacement costs that may not be fully insured or foreseeable. Accordingly, post-acquisition performance may differ from the expectations reflected in our projections and the assumptions used to value the Equinor Transaction Assets. We may not be able to successfully integrate the operations of the Equinor Transaction Assets with our operations or realize all anticipated benefits of the acquisition. Despite having conducted the customary due diligence for this type of acquisition, we cannot assure you that we will achieve the desired returns from the acquisition of the Equinor Transaction Assets. Failure to successfully integrate the Equinor Transaction Assets could adversely affect our financial condition and results of operations. Our acquisitions involve numerous risks, including: (i) operating a larger combined organization; (ii) difficulties in integrating the acquired assets and the operation of the acquired business to our operations, particularly if the Equinor Transaction Assets are located in a new geographic area; (iii) the risk that acquired oil and natural gas reserves are not of the expected magnitude or are not developed as anticipated; (iv) loss of key employees of the acquired business; (v) inability to obtain satisfactory title to the acquired assets, concessions or interests; (vi) a decrease in our liquidity if we use a portion of our available cash to fund acquisitions; (vii) a significant increase in our financial expenses or leverage if we incur additional indebtedness to finance acquisitions; (viii) failure to achieve expected profitability or growth; (ix) failure to realize expected synergies and cost savings; (x) challenges in coordinating organizations, systems and facilities; and (xi) challenges in coordinating or consolidating corporate and administrative functions. In addition, unexpected costs and difficulties may arise when combining businesses with different operations or management, and we may experience unforeseen delays in realizing the benefits of the acquisition of the Equinor Transaction Assets. Failure to effectively manage the integration process could have a material adverse effect on our business, financial condition, results of operations and cash flows. We cannot assure that the required approvals for the Equinor Transaction will be obtained from the relevant authorities. We cannot assure that the necessary approvals from the competent authorities will be obtained, or that such approvals will be obtained without conditions. The risk associated with the failure to obtain such approvals, the imposition of conditions and/or the rejection of the Equinor Transaction may be allocated to us under the relevant purchase agreements. Failure to obtain such approvals could result in fines and, in cases where the effects of the Equinor Transaction have been or could be deemed to restrict or distort competition in a manner detrimental to the general economic interest, the Equinor Transaction could be subject to conditions or rejected. In the latter case, the parties would be required to take corrective measures, which could include partial or total divestitures. Accordingly, the failure to obtain such approvals could have an adverse effect on our operations and financial condition. 36
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Table of Contents Risks Related to the Argentine and Mexican Economic and Regulatory Environments Our business is largely dependent on economic and political conditions in Argentina. Substantially all our operations and properties are located in Argentina. As a result, our business is largely dependent on the economic and political conditions prevailing in Argentina. Changes in economic, political, and regulatory conditions, as well as measures taken by the Argentine government, can have a significant impact on our operations and financial condition. Argentine economic conditions depend on various factors, including: (i) balance of trade and, in particular, the international prices of major exported commodities, (ii) stability and competitiveness of the Argentine Peso against foreign currencies, (iii) competitiveness and efficiency of domestic industries and services, (iv) levels of domestic consumption, investment, and local and international financing, (v) consumer price and wholesale price inflation levels, (vi) changes in economic or fiscal policies implemented by the Argentine government, (vii) labor conflicts and strikes, (viii) the fiscal expenditure by the Argentine government and its ability to maintain fiscal balance, (ix) interest rates and wage and/or price controls, and (x) the level of unemployment, political instability, and social tensions. On December 10, 2023, Javier Milei took office as President of Argentina and pledged to implement significant economic reforms. Following his inauguration, the Argentine Executive Branch enacted Decree No. 70/2023, introducing measures aimed at reducing the size of the public administration, cutting public expenses, and deregulating the economy. On June 28, 2024, the Argentine Congress approved the Ley de Bases, which introduced legal, institutional, and tax reforms affecting various sectors of the economy, including amendments to the Argentine Hydrocarbons Law. See “Item 4—Information on the Company—Industry and Regulatory Overview— Oil and Gas Regulatory Framework in Argentina—Ley de Bases.” The amendments to the Argentine Hydrocarbons Law include, among others: (i) building on the self-sufficiency paradigm of the Argentine Hydrocarbons Law to include maximization of economic profits, in order to foster new investments; (ii) the principle of non-intervention in hydrocarbon or refined product prices by the Argentine government; and (iii) the principle of freedom of oil and gas exports. This latter principle is subject to objection by the SdE on technical and economic grounds. In addition, the amendments introduced other changes, including limiting subsequent renewals of concessions, granting more discretionary powers to Provinces in setting royalties, expanding activities to include hydrocarbon processing, and introducing more flexible requirements for obtaining transportation authorizations. Furthermore, on June 28, 2024, the Lower House of the Argentine Congress provided definitive approval for a fiscal reform (“Argentine Fiscal Reform”), successfully reincorporating the chapter on income tax and personal assets, previously rejected by the Argentine Senate. The Argentine Fiscal Reform was enacted and published in the Argentine Official Gazette (Boletín Oficial de la República Argentina) on July 8, 2024, effective from that date forward. It is difficult to predict the social, political, or economic impact of the measures announced and implemented by the Argentine government as of the date of this annual report, as well as any future measures that may be introduced, and the outcome of the ambitious deregulation plan. These measures could affect our financial situation and the results of our operations. The Argentine economy is particularly sensitive to fluctuations in the local political landscape. Presidential elections take place in Argentina every four years and legislative elections take place every two years, resulting in the partial renewal of both chambers of Congress. The next presidential and legislative elections are expected to occur in October 2027. As of the date of this annual report, we cannot predict the impact that the results of the October 2027 elections will have on the Argentine economy, nor assure whether events such as the implementation of new government policies could have an adverse impact on our operations and financial results. On October 26, 2025, Argentina held legislative elections to renew half of the seats in the Chamber of Deputies of the National Congress and one third of the seats in the Senate. La Libertad Avanza, the political party associated with the Milei administration, obtained approximately 40.7% of the votes for the Chamber of Deputies and 37
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Table of Contents approximately 42.0% for the Senate, while the main opposition coalition, Fuerza Patria, obtained approximately 31.7% and approximately 28.4%, respectively. Notwithstanding the new congressional composition, the Argentine Executive Branch continues to require consensus to implement its policy agenda, including the deregulation measures provided in the Ley de Bases. In this context, the Argentine Congress’s current legislative agenda includes, among other initiatives: (i) the National Commitment to Fiscal and Monetary Stability Bill; (ii) the Criminal Code Reform Bill; and (iii) proposed amendments to the Minimum Standards Law for the Preservation of Glaciers and the Periglacial Environment. In addition, the Labor Reform introduced substantial changes to the employment framework and related labor regulations with the aim of modernizing the employment rules in Argentina, including provisions addressing hiring modalities, severance calculations, leave entitlements, working hours, collective labor disputes, the regulation of essential services and the collective bargaining regime. It also modifies the treatment of workplace assemblies and establishes new parameters governing the exercise of the right to strike in certain activities deemed essential. Since its enactment, the Labor Reform has been subject to judicial challenges brought by various stakeholders, including labor unions and other interested parties, among them the General Confederation of Labor (Confederación General del Trabajo, or “CGT”). While the injunction sought by the CGT to suspend certain provisions of the Labor Reform was rejected, other challenges have proceeded in court, including a ruling that suspended 83 articles of the Labor Reform, which was subsequently reversed on appeal in April 2026, restoring the full enforceability of such articles. As of the date of this annual report, the Argentine government has sought to overturn such suspension, including by filing a per saltum appeal directly before the Argentine Supreme Court. Jurisdictional issues have also been raised in connection with these proceedings. We cannot predict the ultimate outcome of these or any future judicial challenges, whether additional claims may be brought, or the extent to which court decisions may affect the implementation or scope of the Labor Reform. On March 1, 2026, in his address opening the ordinary session of Congress, President Javier Milei announced his intention to submit a broad package of structural reforms aimed at redesigning the institutional framework of the government. The proposed package reportedly consists of approximately 90 bills across multiple ministries and includes, among other initiatives: (i) amendments to the Civil and Commercial Code, the Civil and Commercial Procedure Code, the Customs Code, and the Criminal Code; and (ii) reforms affecting the tax system, education, the electoral system, the judiciary, and the armed forces. As of the date of this annual report, it is uncertain whether these proposed reforms will be approved and, if approved, their final scope, timing and impact remain uncertain. The adoption, modification, or rejection of such reforms could have a significant impact on Argentina’s economy, our business, financial condition, and results of operations. It is difficult to predict the social, political, or economic impact of the measures announced and implemented by the Argentine government as of the date of this annual report, as well as any future measures that may be introduced, and the outcome of the ambitious deregulation plan. These measures could affect our financial condition and results of operations. Additionally, the Argentine economy is vulnerable to adverse events affecting its main trading partners. A continued deterioration of economic conditions in Brazil, Argentina’s main trading partner, and a deterioration of the economies of other important trading partners of Argentina, such as China or the United States, or emerging markets in general, could have a significant adverse impact on Argentina’s trade balance and adversely affect Argentina’s economic growth, and therefore, could negatively impact our financial health and operating results. Furthermore, an increase in tariffs imposed on Argentine exports by Argentina’s most relevant trading partners, such as China, Brazil or the United States, or a significant depreciation of the currencies of our trading partners or competitors may negatively affect Argentina’s competitiveness and trade balance, and, consequently, negatively impact Argentina’s economic and financial condition and the results of our operations. See “Risks Related to Our Business and Industry—Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations.” Also, see “Item 4—Information on the Company—Industry and Regulatory Overview— Oil and Gas Regulatory Framework in Argentina —Ley de Bases.” 38
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Table of Contents Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to foster economic growth. Over the past few years, Argentina has experienced financial distress, forcing sovereign debt renegotiations with bondholders and financial support from the International Monetary Fund (“IMF”). Additionally, Argentina has currently limited ability to access the international debt markets to obtain financing. On January 28, 2022, the Argentine government and the IMF reached a consensus on pivotal policies as part of their ongoing discussions within the framework of an IMF-supported financing program. On March 17, 2022, the Argentine government approved an agreement with the IMF for a period of 30 months (“IMF Agreement”) to refinance US$44.0 billion of debt incurred between 2018 and 2019 under a stand-by agreement that was originally scheduled to be paid between 2021 and 2023. The IMF Agreement comprises ten quarterly reviews over a two-and-a-half-year period, with the objective of ensuring that the Argentine government complies with the targets set for each review period. Following each review, disbursements are made available. The repayment period for each disbursement is ten years, with a grace period of four and a half years, commencing in 2026 and concluding in 2034. On June 13, 2024, the IMF concluded its eighth review, after which the IMF disbursed approximately US$800 million to the Argentine government to support economic recovery, and rebuild fiscal and external reserves. As of the date of this annual report, the IMF has disbursed a total of over US$41.4 billion to the Argentine government in accordance with the terms of the IMF Agreement. On January 10, 2025, the IMF conducted an ex-post evaluation (“EPE”) of Argentina’s exceptional access under the IMF Agreement, which expired at the end of 2024. The EPE report concluded that the program’s design did not fully account for the scale of Argentina’s fiscal and balance of payments challenges, given Argentina’s complex economic conditions, the post-COVID recovery environment, and difficulties in securing government commitment to the program’s objectives. On March 11, 2025, the Argentine Executive Branch issued Decree No. 179/2025, approving a new 10-year agreement (“Extended Facilities Program”) to be entered into with the IMF. The primary purpose of the Extended Facilities Program is to refinance liabilities, including non-transferable treasury bills and the remaining amounts pending amortization under the current IMF Agreement. On March 19, 2025, the lower house of the Argentine Congress ratified Decree No. 179/2025, thereby giving final approval to the Extended Facilities Program. In April 2025, the IMF approved a new Extended Fund Facility (EFF) arrangement for Argentina in an aggregate amount of approximately US$20 billion, with initial and future disbursements subject to periodic reviews and compliance with IMF conditionality. The agreement has a 10-year maturity and carries an interest rate of 5.63%per annum. In addition, the World Bank and the Inter-American Development Bank, approved multi-year financing programs for Argentina totaling US$12 billion and US$10 billion, respectively, aimed at supporting balance of payments needs and structural reforms. We cannot assure that the Argentine government will meet the targets of the upcoming reviews of the IMF. Moreover, we cannot assure that the IMF’s conditions will not affect Argentina’s ability to implement reforms and public policies and boost economic growth. We also cannot predict the impact of the implementation of the IMF Agreement on Argentina’s (and indirectly our) ability to access the international capital markets. Additionally, in September 2025, the Argentine government and the U.S. Treasury announced a framework for a bilateral currency swap line of up to approximately US$20 billion, under which the BCRA may draw U.S. Dollars in exchange for Pesos. An initial draw of approximately US$2.8 billion was made and subsequently repaid in full, and no amounts are currently outstanding under the swap line as of the date of this annual report. Although this swap line may help Argentina mitigate pressure on its foreign currency reserves in the short term, the full conditions—including the interest rate, maturity, collateral terms, and the timing and volume of future draws— have not been fully disclosed. Despite the restructuring of Argentina’s public debt carried out between 2020 and 2023, international markets remain cautious with regards to Argentina’s debt sustainability and, as a result, country risk indicators remain high. In 2025, Argentina saw a decrease in country risk and an improvement in its sovereign debt rating. However, there can be no assurance that Argentina’s credit ratings will not be downgraded, suspended or cancelled in the future. Any downgrade, suspension or cancellation of Argentina’s sovereign debt rating may have an adverse effect on the Argentine economy and our business. 39
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Table of Contents In September 2023, the U.S. District Court of the Southern District of New York ordered Argentina to pay $16.1 billion in damages to certain minority shareholders of YPF in a legal dispute stemming from the expropriation of 51% of YPF in 2012. Although in March 2026, the U.S. Court of Appeals for the Second Circuit reversed the District Court’s judgment, a confirmation by the Supreme Court of the original $16.1 billion judgment or the commencement of similar or other proceedings against Argentina (including through international arbitration) may hinder sovereign, quasi-sovereign and corporate access to global credit markets. During 2026, Argentina will have significant debt maturities, of which approximately US$20 billion will be in foreign currency. Without renewed access to the financial markets, the Argentine government may not have the financial resources to drive growth. In addition, Argentina’s inability to obtain credit in international markets could have a direct impact on our ability to access those markets to finance our operations and growth, including the financing of capital expenditures, which would adversely affect our financial condition, results of operations and cash flows. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt. We have investments in Argentine sovereign bonds in the amount of US$6.7 million as of December 31, 2025. Any new event of default by the Argentine government could adversely affect their valuation and repayment terms, as well as have a material adverse effect on the Argentine economy and, consequently, our business and results of operations. Our operations are subject to extensive and evolving regulations in the countries in which we operate. The oil and gas industry is subject to extensive regulation by federal, state, provincial and local governments in the jurisdictions where we operate. The Argentine and Mexican hydrocarbons industries are highly regulated by federal, provincial, and municipal governments, covering various aspects, including the award of exploration permits and exploitation concession, production and export restrictions, taxation, price controls, domestic market supply obligations and environmental matters. As a result, our business is significantly influenced by regulatory and political conditions prevailing in the countries in which we operate, as described below, and our results of operations may be materially and adversely affected by regulatory and political changes in these countries. We cannot assure that changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect the results of our operations. Similarly, we cannot assure you that future government policies, in the countries where we currently operate or might operate in the future, will not adversely affect the oil and gas industry. Additionally, we cannot provide assurances that our oil and gas concessions will be extended in the future as a result of the review by the controlling entities regarding the investment plans presented for analysis or that additional requirements to obtain extensions of permits and concessions will not be imposed. Moreover, we cannot provide assurances that the taxes, royalties and fees that regulate the oil and gas industry will not be increased in the future by municipal, provincial or federal governments, which could adversely affect our results of operations and financial condition, including our ability to service financial debt obligations. There is also no assurance that regulations or taxes (including royalties) enacted by provincial or municipal governments will not conflict with federal law and regulations, and that such taxes or regulations will not adversely affect our results of operations or financial condition. The Argentine and Mexican governments retain the authority to design and implement energy policies, which have previously included export restrictions, price controls, production incentives, and preferential policies for state-owned enterprises. The Argentine government has established in the past export restrictions on the free disposition of hydrocarbons and export proceeds, imposed duties on exports, and imposed price agreements among producers and refiners or create fiscal incentive programs to promote increased production. Also, Argentina has established certain production incentives under the Investment Promotion Regime for the Exploration of Hydrocarbons (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos) granted under Decree 929/2013. See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina” 40
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Table of Contents In Mexico, the Mexican government has pursued policies to increase state control over the energy sector, benefiting Pemex and CFE. Additionally, Pemex is the sole offtaker of our oil and gas production from CS-01, our asset in Mexico. In the past, we have experienced delays in collecting the proceeds from these sales from Pemex. Even if we diligently monitor and manage this issue to ensure timely collection, we might continue to experience difficulties and delays going forward, particularly in light of our relinquishment process (see “—We are subject to risks related to the approval of Mexican entities with respect to the relinquishment of our asset in Mexico”). Any such controversies, limitations or export restrictions or any other measures imposed by Argentine or Mexican authorities could have a material adverse effect on our future business, financial condition, results of operations, cash flows and/or prospects and as a consequence, the market value of our series A shares or ADSs may decline. We are subject to risks related to the approval of Mexican entities with respect to the relinquishment of our asset in Mexico Given the relinquishment process requested by the Company on November 6, 2025, with respect to block CS-01, the process requires the SENER to perform the technical validation of the terms under which the block will be reverted. Such technical validation represents a risk due to the structural change arising from the Decree reforming, adding, and repealing various provisions of the Political Constitution of Mexico, published in the Official Gazette of the Federation on December 20, 2024, which, among other things, determined the extinction of the CNH as part of an organizational simplification policy. This reform transferred the administration and technical supervision functions of hydrocarbon exploration and extraction contracts to the SENER. Given that such new administrative organization is in the process of implementation, this could create administrative bottlenecks that delay the verification of the conditions for returning the contract area. On the other hand, the resolution of the Early Termination Procedure under the contract corresponding to block CS-01 depends on the coordination and positive pronouncements of multiple authorities external to the SENER. To formalize the reversion, the National Agency for Industrial Safety and Environmental Protection of the Hydrocarbons Sector of Mexico (Agencia Nacional de Seguridad Industrial y de Protección al Medio Ambiente del Sector Hidrocarburos) must validate compliance with industrial safety and environmental protection matters, including the validity of insurance policies. Simultaneously, the Mexican Tax Administration Service must certify compliance with tax obligations, while the SENER must issue an opinion on Local Content, which is the percentage of goods and services of Mexican origin used in the project. Additionally, the Mexican Petroleum Fund for Stabilization and Development and the Mexican Ministry of Finance and Public Credit must corroborate that the Company has no outstanding debts in the payment of considerations and royalties to the Mexican Government. We cannot guarantee that all requirements will be met in a timely manner. The lack of certainty in the response timeframes of these various entities could delay the signing of the delivery-acceptance certificate and the release, which are the documents that legally extinguish the Company’s responsibilities with respect to block CS-01. Measures adopted by the antitrust authorities in Mexico and Argentina could have a material adverse effect on our results and financial condition. On December 20, 2024, Mexican President Claudia Sheinbaum published a constitutional reform in the Mexican Federal Official Gazette (Diario Oficial de la Federación), providing for the dissolution of various entities, including COFECE, CRE and CNH. For additional context on the regulatory changes in Mexico concerning CRE and CNH, see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico.” On October 17, 2025, the new authority – the CNA – and the new secondary legislation (Ley Federal de Competencia Económica) entered into effect. The CNA is the antitrust authority in Mexico with jurisdiction over all sectors of the Mexican economy, including the oil and gas sector, and as such, has jurisdiction over the activities conducted by Vista. The Mexican government has granted CNA broad powers to investigate and prosecute absolute monopolistic practices (cartel 41
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Table of Contents activity), relative monopolistic practices (abuse of dominance) and illegal concentrations, as well as to prevent concentrations which could have anticompetitive effects. Additionally, CNA can determine the existence of essential facilities and regulate their access and identify barriers to entry and issue recommendations to federal, local and municipal authorities to eliminate such barriers and encourage competition. Therefore, many of our activities may be reviewed by CNA and, in the case of equity transactions involving certain monetary and ownership thresholds, we may be required to notify CNA of our intent to enter into such transactions and the consummation of such transactions may be subject to CNA’s authorization in accordance with applicable Mexican laws. As a result, the closing of pending or future acquisitions of assets or common shares in the Mexican market may be subject to the satisfaction or waiver of customary closing conditions, including, among others, the authorization of CNA. Completion of such transactions is not assured, and they will be subject to risks and uncertainties, including the risk that the necessary regulatory approvals are not obtained or that other closing conditions are not satisfied. If such transactions are not completed, or if they are otherwise subject to significant delays, it could negatively affect the trading prices of our common shares and our future business and financial results. Further, CNA might decide to impose penalties or establish conditions on our business if we are unable to request or receive, or are delayed in requesting or receiving, the aforesaid authorizations and, if these were to materialize, such claims could have a material adverse effect on our results and financial condition. Similarly, it cannot be guaranteed that the authorizations that have not been obtained can be obtained or can be obtained without conditions. Failure to obtain those authorizations, or the conditions to which they may be subject, could have a material adverse effect on our results and financial condition. In Argentina, if Vista decided to acquire another company in the energy sector in the future, such acquisition could be subject to the approval of the Argentine antitrust authority. Until November 17, 2026, Argentine Antitrust Law No. 27,442 (the “Argentine Antitrust Law”) provides for a post-closing antitrust review system, meaning that transactions may be consummated prior to obtaining antitrust clearance, subject to subsequent review and potential unwinding or imposition of conditions by the Argentine antitrust authority. Starting on November 17, 2026, a pre-closing review system will come into effect, pursuant to which transactions subject to the Argentine Antitrust Law will require prior antitrust approval before closing may occur. 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 those markets. A business combination executed by Vista could be rejected by the Argentine antitrust authority, or the latter could take action to impose conditions or performance commitments on Vista 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. Investors may be faced with risks inherent to investing in a company operating in stand-alone and emerging markets, such as Argentina and Mexico, including significant political, legal and economic risks, as well as risks related to fluctuations in the global economy. According to MSCI Inc, Argentina and Mexico are stand-alone and emerging market economies, respectively. As per the MSCI Global Market Accessibility Review, while nations classified as emerging markets are developing countries with potential growth in their economies, trade relations with other countries, stability of institutional framework, equal rights to foreign investors and low levels of capital flow restrictions, countries classified as stand-alone markets are those that are currently partially or fully closed to foreign investors, with small capital markets and political tensions. Investing in such markets generally carries inherent risks such as political, social and economic instability that may affect economic results, which may stem from many factors, including but not limited to, the following: high interest rates; abrupt changes in currency values; high levels of inflation; exchange controls; wage and price controls; regulations to import equipment and other necessities relevant for operations; changes in governmental economic, administrative or tax policies; political and social tensions; hostilities or political problems in other countries that could impact international trade, the price of commodities and the global economy. Volatility in the securities markets in emerging market countries, let alone stand-alone markets such as Argentina, as well as possible further increases in interest rates in the United States and other developed or emerging markets, may have a negative impact on the trading value of our securities and the conditions under which we can access international capital markets. Additionally, in stand-alone markets there is a risk of governmental restrictions that may limit investment, and a higher risk associated with political developments. 42
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Table of Contents In addition, the SEC, the U.S. Department of Justice and other authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain stand-alone and emerging markets, including Argentina and Mexico. Any of these factors, as well as volatility in the capital markets, may adversely affect our business, results of operations, financial condition, the value of our series A shares and ADSs, and our ability to meet our financial obligations. We could be subject to direct and indirect restrictions on imports and exports under Argentine law. Although the Argentine Hydrocarbons Law generally grants the right to export hydrocarbons, subject to non-objection by the SdE, and ensures that once export requirements are met, the right to export cannot be revoked (see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Ley de Bases”), the specific objection process is expected to be further defined through an SdE resolution. Additionally, hydrocarbons exports are allowed only if the volumes are not needed for the domestic market and are sold at reasonable prices. In the past, oil and gas companies have experienced export restrictions, limiting their ability to benefit from higher international prices when they exceed domestic prices in Argentina. Even though the Ley de Bases approved changes to the Argentine Hydrocarbons Law to reduce restrictions on hydrocarbon exports (see “—Our business is largely dependent on economic and political conditions in Argentina”), an authorization from the Argentine government is still required to export hydrocarbons until above-mentioned SdE resolution is enacted. In the case of not obtaining oil export permits, our operations could be affected, as well as our revenues and financial results. Until 2024, exports of crude oil and oil by-products in Argentina required prior registration in the Argentine Registry of Export Operations Agreements (Registro de Contratos de Operaciones de Exportación) and authorization by the SdE. The Ley de Bases modified the Argentine Hydrocarbons Law, establishing that producers of crude oil and oil by-products may freely export hydrocarbons and/or their derivatives, absent objection by the SdE. The effective exercise of this right is subject to the regulations issued by the Argentine Executive Branch, which, among other aspects, must consider: (i) the usual requirements related to the access of technically proven resources; and (ii) that the eventual objection of the SdE may only (a) be formulated within 30 days after the SdE acknowledges the export, and (b) must be based on technical or economic reasons related to the security of supply. Once said term has elapsed, the SdE may not raise any objection whatsoever. On November 28, 2024, the Argentine Executive Branch issued Decree No. 1057/2024 to regulate the Ley de Bases, detailing export procedures and the maintenance of the Argentine Registry of Export Operations Agreements. The decree introduces an objection procedure for hydrocarbon exports, allowing the SdE to object within 30 business days based on technical-economic studies if supply security is affected. Specific grounds for objection include insufficient hydrocarbons, failure to demonstrate projected availability, inaccurate information, and significant changes in domestic market prices. The principles of equality, reasonableness, proportionality, and non-discrimination must be observed, and the objection procedure is expected to be further detailed by an SdE resolution, replacing previous resolutions. We cannot predict when the SdE will issue such regulation and the nature of its content. See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina —Ley de Bases.” In addition, we cannot predict if restrictions on exports will be reintroduced, or whether future measures will be taken that adversely affect our ability to export and import gas, crude oil, or other products and, consequently, affect our financial condition, results of operations, and cash flows. For additional information, please see “Item 10—Additional Information—Exchange Controls.” With respect to natural gas, Argentine Law No. 24,076 (“Natural Gas Law”) and the related regulations require that all domestic market needs be considered when authorizing long-term exports of natural gas. In this sense, the SdE may authorize export operations of natural gas surplus provided they are subject to interruption upon local supply shortages. In recent years, Argentine authorities have adopted certain measures which resulted in restrictions on the exports of natural gas from Argentina. Because of these restrictions, oil and gas companies have been forced to sell part of their natural gas production in the local market that was originally intended for the export market and have been unable in certain cases to comply wholly or partially with their export commitments. 43
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Table of Contents With respect to import restrictions, certain oilfields operations depend on imports of equipment and components (such as drilling rigs) that are not always available in the local market. Historically, the Argentine government has imposed various restrictions on imports of goods, including prior import licensing requirements, quantitative quotas, import registration regimes, limitations on access to the foreign exchange market to pay for imports and the requirement to comply with specific deadlines and procedures before the Central Bank. There can be no assurance that the Argentine government will not impose additional restrictions in the future on imports of goods that are essential for the maintenance and development of our activity, or that existing or future foreign exchange restrictions will not limit the ability to access the foreign exchange market to make payments for such imports. Any restriction or delay in the import of equipment, materials, spare parts or other critical inputs could adversely affect operational capacity, increase costs or delay the execution of development plans in the sector. Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations. The Argentine government and the BCRA have historically implemented certain measures that control and restrict the ability of companies and individuals to access the Foreign Exchange Market (as defined below). Those measures include, among others: (i) restricting access to the Argentine Foreign Exchange Market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to interested non-residents; (ii) restricting the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate and convert all export proceeds from goods and services into Argentine Pesos through the Foreign Exchange Market; (iv) limiting the transfer of securities into and from Argentina; (v) implementing taxes on certain transactions involving the acquisition of foreign currency; and (vi) restricting access (including, but not limited to, in connection with the term for making such payments) to the currency exchange market to pay for imports of goods and services. In the past, the BCRA established certain additional restrictions such establishing certain mandatory refinancing on U.S. Dollar-denominated debt. Although the current administration has publicly expressed its intention to progressively dismantle Argentina’s foreign exchange controls and has adopted certain measures aimed at easing specific restrictions, a comprehensive liberalization of the foreign exchange regime has not yet occurred; while certain restrictions applicable to individuals and some applicable to legal entities have been lifted or eased, significant restrictions applicable to legal entities remain in place, such as accessing the Foreign Exchange Market for the payment of dividends based on accumulated profits to non-residents, or requiring exporters to repatriate and convert all export proceeds from goods and services into Argentine Pesos through the Foreign Exchange Market. The timing, scope and conditions of any further relaxation or elimination of exchange controls remain uncertain, and there can be no assurance that the BCRA will lift such controls in the near future. Moreover, the BCRA may modify existing regulations, reimpose previously lifted restrictions or impose mandatory refinancing plans in respect of our foreign currency-denominated indebtedness, establish more severe restrictions on currency exchange, maintain the current Argentine Foreign Exchange Regulations or create multiple exchange rates for different types of transactions, substantially affecting the exchange rate at which we acquire foreign currency to service our outstanding liabilities denominated in currencies other than the Argentine Peso. Any of the foregoing could adversely affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans, import goods and services required for the execution of projects in the upstream and midstream sectors of the oil and gas industry and/or make interest and principal payments on our foreign currency-denominated indebtedness. Given the unpredictable nature of political and economic developments, there can be no assurance that more restrictive exchange controls and transfer restrictions than those currently in effect will not be imposed. In the event of a crisis or a period of political, economic and social instability in Argentina resulting in a material economic contraction, there is a risk that the current government may adopt radical changes to its economic, exchange and financial policies. Such measures may be implemented to preserve the balance of payments, protect the foreign exchange reserves of the BCRA, prevent capital flight, or address a significant depreciation of the Argentine Peso. These measures could include, among others, the mandatory conversion of U.S. Dollar-denominated obligations of Argentine resident legal entities into Argentine Pesos or the reintroduction of restrictions on the remittance of dividends abroad. The imposition of such restrictions, combined with external factors beyond the Company’s control, could materially impact the Company’s ability to make payments in foreign currency. 44
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Table of Contents The extension of current exchange controls, or the implementation of stricter capital controls, could have an adverse impact on the Argentine government’s public finances, which could in turn have a detrimental effect on the Argentine economy and consequently on our business, operating results, and financial condition, including our ability to service financial debt obligations. For additional information, please see “Item 10— Additional Information—Exchange Controls.” In addition, we cannot assure you that the Mexican government may not impose exchange controls or other confiscatory measures in the future. The imposition of export duties and other taxes have adversely affected the oil and gas industry in Argentina and could adversely affect our results in the future. In the past, the Argentine government has imposed duties on exports, including exports of oil and liquid petroleum gas products (e.g., among others, by means of the Solidarity Law and Decree No. 488/2020). Under the current regulation, export duties on crude hydrocarbons and/or natural gas are capped at 8%, when Brent crude oil price is above US$60/bbl. For Brent crude oil price below US$45/bbl the tax rate is 0%. Between US$45/bbl and US$60/bbl, the tax rate is linear between 0% and 8%. On the other hand, Decree No. 59/2026, issued on January 29, 2026 (“Decree 59”), established that export duties applicable to crude oil extracted from conventional deposits are determined based on a capped rate mechanism. Under such mechanism, the applicable rate is 0% when the ICE Brent front-month price is equal to or below US$65/bbl (base value), 8% when such price is equal to or above US$80/bbl (reference value), and a linear rate between 0% and 8% for prices between US$65/bbl and US$80/bbl. Decree No. 59/2026 entered into force on January 30, 2026, and is in full force and effect following the implementing regulations by the Secretariat of Energy, or 60 days after the publication of Decree No. 59/2026 in the Official Gazette. An increase in export duties and taxes may have a material adverse effect on Argentina’s oil and gas industry and our results of operations. We produce exportable goods and an increase in export taxes would result in a reduction in our realization prices, our margins and our net income. We cannot guarantee the impact of those or any other future taxes and measures that might be adopted by the Argentine government on demand and prices for hydrocarbon products and, consequently, our financial condition and result of operations. The impact of inflation in Argentina on our costs could have a material adverse effect on our results of operations. In the past, loose monetary policy and persistent fiscal deficits have contributed to high levels of inflation. In response, prior Argentine governments have implemented various measures to monitor and control the prices of key goods and services. The current administration, under President Milei, has shifted the macroeconomic policy framework to prioritize the elimination of the fiscal deficit and a substantial reduction in monetary issuance. As a result, consumer price inflation, as published by the INDEC, decreased from approximately 117.8% in 2024 to approximately 31.5% in 2025. In addition, inflation during the first three months of 2026 amounted to 9.4%, which reflects a year-over-year variation of 32.6%. Notwithstanding this progress, if the value of the Argentine Peso is not fully stabilized through consistent fiscal and monetary policies, inflationary pressures may reemerge. High inflation rates affect the competitiveness of Argentina’s goods and services in the international markets, negatively impact employment, consumption and the level of economic activity and undermines confidence in Argentina’s banking system, which could further limit the availability of and access to domestic and international credit by local companies and political stability. Inflation remains a challenge for Argentina given its persistent nature. Argentina’s structural inflationary imbalances remain critical, which may cause the current levels of inflation to continue or increase, and have an adverse effect on Argentina’s economy and financial condition. Inflation can also lead to an increase in Argentina’s debt. Inflation in Argentina has contributed to a material increase in our operating costs and new well costs over the past years, as part of the goods and services involved in such activities are denominated in Argentine Pesos, which leads to increases in unit costs measured in U.S. Dollars during periods when the Argentine Peso inflation rate is greater than the depreciation of the Argentine Peso against the U.S. Dollar. 45
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Table of Contents Inflation rates could escalate in the future, and there is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by the Argentine government to control inflation may have. See “—Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations in Argentina” below. Increased inflation could adversely affect the Argentine economy, our cost structure, financial condition, our business, and the market price of our series A shares and the ADSs. Significant fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy and our business and results of operations in Argentina. The ability of the Argentine government to stabilize and maintain a stable Foreign Exchange Market is uncertain. Fluctuations, or a continued depreciation, in the value of the Argentine Peso may adversely affect the Argentine economy, our financial condition and results of operations. While most of our revenues are denominated in U.S. Dollars, E&P players could be limited by the ability of refiners to pass through crude oil prices to the pump prices, which are denominated in local currency, in the event of significant increases in the Argentine Peso to U.S. Dollar exchange rate. A material depreciation of the Argentine Peso against the U.S. Dollar could negatively affect our average realized oil prices and financial performance, including our ability to service financial debt obligations, as well as the value of our ADSs. Furthermore, an appreciation of the Argentine Peso in real terms affects the competitiveness of the economy, including the oil and gas sector, as it makes goods and services denominated in local currency more expensive in relative terms. This could increase our operating and capital expenditures, and negatively affect our financial performance. A significant appreciation in real terms of the Argentine Peso against the U.S. Dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports (as a consequence of the loss of external competitiveness). Such appreciation could also have a negative effect on the growth of the economy and employment and reduce tax collection in real terms. Our properties may be subject to expropriation by the Mexican and Argentine governments for public interest reasons. Our assets, which are mainly located in Argentina and, to a lesser extent, in Mexico, may be subject to expropriation by the Argentine and Mexican governments (or the government of any political subdivision thereof), respectively. We are engaged in the business of oil extraction and, as such, our business or our assets may be considered by the Argentine or Mexican governments, or the governments of other countries where we might invest in the future, 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 transfer of our assets under applicable law. However, the price received may not be sufficient, and we may need to take legal actions to claim appropriate compensation. Our business, financial condition and results of our operations could be adversely affected by the occurrence of any of these events. We cannot assure that any acts of expropriation by the Argentine or Mexican governments, changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations will not have a material adverse effect on our operation and business, or the Argentine or Mexican economies in general and, as a result, adversely affect our financial condition, our results of operations. Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations in Argentina. In the past, the Argentine government has intervened directly in the economy through expropriation, nationalization, price controls and exchange controls, among others. 46
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Table of Contents Historically, the Argentine government has adopted measures to directly or indirectly control the access of private companies and individuals to foreign trade and foreign exchange markets, such as restricting its free access and imposing the obligation to repatriate and sell in the foreign exchange market all foreign currency revenues obtained from exports. These regulations prevent and limit us from offsetting the risk derived from our exposure to the U.S. Dollar. Our business and operations in Argentina may also be adversely affected by measures adopted by the Argentine government to address inflation and promote sustainable macroeconomic growth. A low economic growth rate and high inflation scenario could occur in the future as a result of the accumulation of macroeconomic imbalances in recent years, the Argentine government’s regulatory actions and difficult international economic conditions. We cannot give any assurance that the policies implemented by the Argentine government will not adversely affect our business, results of operations, financial condition, value of our securities and ability to meet our financial obligations. Argentina’s economy is highly sensitive to local political developments, which in the past have had an adverse impact on the level of investment. Future developments may adversely affect Argentine economy and, in turn, our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations. In the future, the Argentine government may impose further exchange controls and restrictions on transfers abroad, restrictions on the movement of capital or take other measures in response to capital flight or a significant depreciation of the Argentine Peso, which could limit our ability to access the international capital markets. Such measures could lead to political and social tensions and undermine the Argentine government’s public finances, as has occurred in the past, which could have an adverse effect on economic activity in Argentina and, consequently, adversely affect our business and results of operations and cause the market value of our series A shares or ADSs to decline. Oil and gas exploitation concessions, exploration permits and production and exploration contracts in Argentina and Mexico are subject to certain conditions and may be revoked or not renewed. Argentina The Argentine Hydrocarbons Law is the main regulatory framework of the hydrocarbons industry, as it created a system of exploration permits and production concessions awarded by the state (federal or provincial, depending on the location of the resources), through which companies hold exclusive rights to explore, develop, exploit and take title of the production at the wellhead, in exchange for a royalty payment and adherence to the general taxation regime. The Argentine Hydrocarbons Law, as amended, establishes that oil and gas exploitation concessions will have the following durations: (i) 25 years for conventional exploitation concessions, (ii) 35 years for unconventional exploitation concessions, including a five-year pilot period, and (iii) 30 years for offshore concessions, in each case, from the date of the resolution granting them. Pursuant to the modifications introduced by Article 115 of the Ley de Bases, in new concessions, the federal or provincial executive branch, as appropriate, at the time of defining the terms and conditions, may determine other terms of up to a maximum of 10 additional years to those mentioned above, provided that such decision by the federal or provincial executive branch, as appropriate, its well-founded and motivated. In no case may the terms be set in perpetuity. Concessions granted prior to the enactment of the Ley de Bases will continue to be governed by the terms established by the legal framework existing at the date of their approval. No assurance can be given that our concessions will be renewed in the future by the competent authorities based on the investment plans submitted to that effect, or that such authorities will not impose additional requirements for the renewal of such concessions or permits. Additionally, five of our concessions are unconventional concessions and therefore were granted for a 35-year period and with royalties of 12%, under the terms prescribed by Law No. 27,007. We cannot assure you that any future legislation the Argentine government may enact from time to time may not affect such concessions. 47
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Table of Contents Exploration permits and exploitation concessions provide a vested right that cannot be terminated without legal indemnification. Nonetheless, relevant provincial enforcement authorities are entitled to revoke these licenses in the event of a breach of the permit or concession conditions by the licensee (Section 80 of the Argentine Hydrocarbons Law). Licensees can also partially or totally relinquish, at any time, the acreage of a permit or concession. If an exploration permit is relinquished, the licensee will be bound to pay any investment amounts committed and not fulfilled (Sections 20 and 81 of the Argentine Hydrocarbons Law). The Ley de Bases introduced amendments to the Argentine Hydrocarbons Law, with respect to oil and gas concessions. Among the main points modified by the Ley de Bases, it is provided that the request for subdivision of the area for the conversion of conventional to unconventional concession will only be available until December 31, 2028, and its term will only be 35 years, without extensions. It is not possible to ensure what effects these amendments to the Argentine Hydrocarbons Law will have on the concessions granted to companies in Argentina (including our concessions) nor when we will be able to see the effects of these modifications. Therefore, we cannot predict what effects the Ley de Bases will have on our concessions, and consequently, on our operational performance and, therefore, our financial condition, operating results, and cash flows. In addition, no assurance can be given that our exploitation concessions will be renewed in the future by the relevant provincial authorities based on the investment’s plans submitted to that effect, or that such authority will not impose additional requirements for the renewal of such concessions. Moreover, under the current regulatory framework, the granting authority retains the possibility of revoking concessions if certain conditions are met. Mexico Our E&P license contract is valid for 30 years and may be renewed for up to two additional periods of up to five years each, subject to the terms and conditions set out in the contract. The power and authority to extend the term of existing and future contracts lies with the SENER. Under the existing contracts, for an E&P license contract to be eligible for an extension, the developer must (i) be in compliance with the terms of such contracts, (ii) submit an amendment proposal to the development plan and (iii) commit to maintain ‘sustained regular production’ throughout each extension. No assurance can be given that our contracts will be renewed in the future by the SENER (or any substitute authority thereto) based on the investment plans submitted to that effect, that such authority will not impose additional requirements for the renewal of such contract, or that we will continue to have a good business relationship with the new and future administrations. For additional context on the regulatory changes in Mexico, see “Item 4—Information on the Company—Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico.” A global or regional financial crisis and unfavorable credit and market conditions may negatively affect our liquidity, customers, business, and results of operations. The effects of a global or regional financial crisis and related turmoil in the global financial system may have a negative impact on our business, financial condition and results of operations. The effects of a global economic crisis on our customers and on us cannot be predicted. Weak global and local economic conditions could lead to reduced demand or lower prices for energy, hydrocarbons and related oil products and petrochemicals, which could have a negative effect on our revenues. Economic factors such as unemployment, inflation and the unavailability of credit could also have a material adverse effect on the demand for energy and, therefore, on our business financial condition and results of operations. The financial and economic situation in Argentina, Mexico or in other countries in Latin America may also have a negative impact on us and third parties with whom we do, or may do, business. See “—The Argentine economy can be adversely affected by economic developments in global markets and by more general ‘contagion’ effects, which could have a material adverse effect on Argentina’s economic growth.” 48
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Table of Contents The Argentine economy can be adversely affected by economic developments in global markets and by more general “contagion” effects, which could have a material adverse effect on Argentina’s economic growth. Financial and securities markets in Argentina and the Argentine economy are influenced by the effects of global or regional financial crises and market conditions in other markets worldwide. Global economic instability such as uncertainty about global trade policies, sharp drops or increases in commodities prices, the 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, geopolitical tensions between the United States and a number of foreign countries, the ongoing conflict between Russia and Ukraine, between the United States, Israel, Iran and several other countries in the Middle East, between China and Taiwan, and more recently, the political and economic situation in Venezuela, decisions by the OPEC and other non-OPEC oil-producing nations with respect to oil production quotas, idiosyncratic, political and social discords, terrorist attacks, sovereign debt downgrades, a pandemic disease, could impact the Argentine economy and jeopardize Argentina’s ability to correct its existing macro imbalances, among others. Although economic conditions vary from country to country, investors’ reactions to events occurring in one country sometimes demonstrate a contagion effect in which an entire region or class of investment is disfavored by international investors. Consequently, there can be no assurance that the Argentine economy and securities markets will not be adversely impacted by events affecting the world, a particular region, 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 series A shares and ADSs. Furthermore, a significant devaluation of the currencies of our trading partners or trade competitors may adversely affect the competitiveness of Argentina and, consequently, adversely affect Argentina’s economy and our financial condition and results of operations. Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition and, consequently, our business. A lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and corruption allegations have affected and continue to affect Argentina. In Transparency International’s 2025 Corruption Perceptions Index survey of 182 countries, Argentina scored 36 out of 100 and ranked 104th (with one being the least corrupt country and 182 being the most corrupt country), a deterioration compared to the previous survey in 2024. As of the date of this annual report, there are various ongoing investigations into allegations of money laundering and corruption being conducted by the Argentine Public Prosecutor (Ministerio Público Argentino). Companies involved in the investigations may be subject to, among other consequences, a decrease in their credit ratings, claims filed by their investors, and may further experience restrictions in their access to financing through the capital markets, together with a decrease in their income. The potential outcome of these and other ongoing corruption-related investigations is uncertain, but they have already had an adverse impact on the image and reputation of those companies that have been implicated, as well as on the general market perception of the economy, political environment and the capital markets in Argentina. We have no control over and cannot predict the outcome of any such investigations or allegations nor their effect on the Argentine political and economic instability, nor can we predict the adverse effect on our commercial activities and results of operations. Recognizing that failing to address these issues could increase the risk of political instability, distort decision-making processes, and negatively affect Argentina’s international reputation and its ability to attract foreign investment, the Argentine government has announced several measures aimed at strengthening Argentine institutions and reducing corruption. These measures include reducing criminal sentences in exchange for cooperation with the government in corruption investigations, greater access to public information, the restitution to the state of assets from corrupt officials, increasing the powers of the Anti-Corruption Office, presenting a draft of a new public ethics law, among others. The Argentine government’s ability to implement these initiatives is uncertain, as it would be subject to independent judicial review, as well as legislative support from opposition parties. Recognizing that the failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment. In turn, this could impact our ability to attract new investors to our Company, which could affect our financial condition and the market value of our series A shares and ADSs. 49
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Table of Contents The Argentine government owns the hydrocarbons reserves located in the subsoil in Argentina. The Argentine Hydrocarbons Law provides that liquid and gaseous hydrocarbon deposits located in the territory of the Argentina and in its continental shelf belong to the Argentine government, either at the federal or provincial level, depending on the location of such deposits. See “Item 4— Information on the Company—Property, Plant and Equipment.” However, the E&P of oil and natural gas are conducted through exploration permits and exploitation concessions granted by the federal or provincial government, as applicable, to public and private companies. Access to crude oil and natural gas reserves is essential to an oil and gas company’s sustained production and generation of income, and our ability to generate income would be materially and adversely affected if the Argentine government were to restrict or prevent us from exploring or extracting any of the crude oil and natural gas reserves that it has assigned to us or if we are unable to compete effectively with other oil and gas companies in future bidding rounds for additional E&P rights in Argentina. See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina.” Economic conditions and government policies in Mexico and elsewhere may have a material impact on our operations. A deterioration in Mexico’s economic condition, social instability, political unrest, changes in governmental policies, or other adverse social developments in Mexico could adversely affect our business, specifically the relinquishment process requested by the Company on November 6, 2025, with respect to block CS-01 (see “—We are subject to risks related to the approval of Mexican entities with respect to the relinquishment of our asset in Mexico”). Those events, including changes in energy policy and regulation, could also lead to increased volatility in the foreign exchange and financial markets, thereby affecting our ability to obtain financing. More generally, in the past, Mexico has experienced several periods of slow or negative economic growth, high inflation, high interest rates, currency devaluation and other economic problems. These problems may worsen or reemerge, as applicable, in the future and could adversely affect our business. A worsening of international financial or economic conditions, such as a slowdown in growth or even a recession in Mexico’s trading partners, including the United States, or the emergence of a new financial crisis, could have adverse effects on the Mexican economy and our business. Also, the Mexican government has had significant influence in the Mexican economy in the past and will likely continue to do so. Changes in the legal framework and policies may adversely affect our business and the value of our securities. Criminal activity in Mexico could affect our operations. In recent years, Mexico has experienced a period of increasing criminal activity, primarily due to the activities of drug cartels and related criminal organizations. In addition, the development of the illicit market in fuels in Mexico has led to increases in theft and illegal trade in the fuels that we produce. In response, the Mexican government has implemented various security measures and has strengthened its military and police forces. Despite these efforts, criminal activity continues to exist in Mexico, and could worsen in 2026, if criminal groups seek to take advantage of the upcoming elections to expand their control over the local governments and markets. These activities, their possible escalation and the violence associated with them, in an extreme case, may have a negative impact on our financial condition and results of operations. Economic and political developments in Mexico may adversely affect Mexican economic policy and, in turn, our operations. As of the date of this annual report, Movimiento de Regenaracion Nacional (Morena), the political party of Mexican President Claudia Sheinbaum, holds a majority of seats in the Mexican House of Representatives (Cámara de Diputados) and holds the largest number of seats in the Mexican Senate (Senado de la República) relative to any other party. In recent years, the Mexican Executive Branch and Congress have applied significant pressure on the Judicial Branch, particularly on Mexico’s Supreme Court of Justice. This concentration of power, along with any political or economic changes resulting from these developments, could have a negative impact on our business, financial position, or operating results. 50
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Table of Contents On September 15, 2024, a constitutional reform was enacted in Mexico, introducing significant changes to the judicial system, including the popular election of judges, magistrates, and Supreme Court justices. The Mexican Judicial Reform (as defined below) led to nationwide judicial strikes, disrupting judicial proceedings and potentially causing delays in litigation and contract enforcement. This reform creates regulatory uncertainty that may impact our business operations and legal protections in Mexico. For additional context on the regulatory changes in Mexico, see “Item 4— Information on the Company—Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico.” Economic conditions in Mexico are closely linked to the economic conditions in the United States due to the countries’ geographic proximity and the high degree of economic activity between the two countries generally, including the trade facilitated by the United States-Mexico- Canada Agreement (USMCA). As a result, political and economic developments in the United States, including but not limited to the recent developments regarding tariffs imposed by the United States on imports from Mexico, can also have an impact on the exchange rate between the U.S. Dollar and the Mexican Peso, economic conditions in Mexico and the global capital markets. The administration of U.S. President Donald Trump has introduced significant changes in trade policies, including the imposition of new tariffs on imports from Canada, Mexico, and China, with additional measures under consideration. For more information on changes in U.S. trade and other policies, and their impact, see “Risks Related to Our Business and Industry—Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations.” These tariffs, along with potential retaliatory actions by these and other countries, could disrupt global trade flows, and increase operational costs for companies reliant on international supply chains. Additionally, on January 20, 2025, President Trump issued an executive order directing the U.S. Secretary of State to recommend the designation of certain international cartels and transnational criminal organizations as FTOs and SDGTs. The U.S. Department of Justice subsequently issued memoranda prioritizing enforcement actions against cartels and transnational criminal organizations, including those operating in Mexico. These designations may impose additional compliance and operational challenges for companies, like ours, with activities in Mexico. Other events and changes, and any political and economic instability in Mexico, could have a material adverse effect on the country’s economy. The extent of such an impact cannot be accurately predicted. We cannot provide any assurances that political developments in Mexico will not adversely affect the Mexican economy or the oil and gas industry and, in turn, our business. The Mexican nation owns the hydrocarbons reserves located in the subsoil in Mexico. The Mexican Constitution provides that the Mexican nation, and not us, owns all petroleum and other hydrocarbon reserves located in the subsoil in Mexico. Article 27 of the Mexican Constitution provides that the Mexican government will carry out E&P activities through contracts with third parties or allocations awarded to State Public Enterprises (empresas públicas del Estado). The Mexican Hydrocarbons Law, under which the license agreement for the block CS-01 was executed and is governed, allowed us and other oil and gas companies to explore and extract the petroleum and other hydrocarbons reserves located in Mexico, subject to the entry into agreements pursuant to a competitive bidding process. After the repeal of the Mexican Hydrocarbons Law, the Mexican Hydrocarbons Sector Law stipulates that the SENER may exceptionally enter into agreements for the exploration and extraction of petroleum and other hydrocarbons, subject to a competitive bidding process. Access to crude oil and natural gas reserves is essential to an oil and gas company’s sustained production and generation of income, and our ability to generate income would be materially and adversely affected if the Mexican government were to restrict or prevent us from exploring or extracting any of the crude oil and natural gas reserves that it has assigned to us or if we are unable to compete effectively with other oil and gas companies in future bidding rounds for additional E&P rights in Mexico. For additional context on the regulatory changes in Mexico, see “Item 4—Information on the Company—Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico.” 51
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Table of Contents Health crises such as the COVID-19 pandemic could have a significant adverse effect on our business operations. The COVID-19 pandemic had a significant adverse impact on the global economy and our Company. The COVID-19 pandemic resulted in the imposition of local, municipal and national governmental “shelter-in-place” and other quarantine measures, border closures and other travel restrictions, closure of non-essential businesses, suspension of visas, nation-wide lockdowns, closing of public and private institutions, extension of holidays, among many others, causing unprecedented commercial disruption in a number of jurisdictions, including Mexico and Argentina. During 2020, the Company’s revenues and financial condition were severely hit due to the reduced demand for oil and gas, and the collapse in oil and gas prices, driven by the COVID-19 pandemic. Due to these issues, we decided to stop all drilling and completion activities, both in Argentina and Mexico, which negatively impacted our production by delaying development projects. Although the negative effects of the COVID-19 pandemic on us and the global economy have subsided, we cannot predict or estimate the ultimate negative impact that a resurgence of COVID-19 or another pandemic would have on our results of operations and financial condition, since it will depend on future developments outside of our control, including the intensity and duration of the pandemic, as well as measures taken to contain the pandemic or mitigate its economic impact by the Argentine or Mexican governments. We are subject to risks related to a certain joint and several tax liability provision in Mexico, by means of which Vista could be held as jointly and severally liable in connection with any income tax amounts arising from the transfer of its shares between foreign residents without a permanent establishment in Mexico, if such transactions are not reported to the Mexican tax authorities. The Mexican government approved and published a tax provision in the Mexican Federal Official Gazette whereby from January 1, 2022, Mexican resident companies may be joint and severally liable for the taxes triggered by non-Mexican tax residents on the sale or disposition, to another non-Mexican tax resident party, of their shares or securities representing property of assets, issued by such companies, if the relevant Mexican resident company fails to provide certain information in respect of certain dispositions or sales to the Mexican tax authorities and the non-Mexican seller fails to comply with the obligation to pay the relevant tax. Given the mechanisms and procedures inherent to stock exchanges, including the volume of trading in the NYSE, Mexican companies, including us, have practical challenges in identifying and tracking the sale or disposition of the ADSs held by our investors, irrespective of them being Mexican or non-Mexican tax resident. Therefore, if the non-Mexican resident fails to pay taxes triggered on the sale and we fail to comply with the abovementioned information obligation, the tax authorities may assess joint and several liability on the Company for any unpaid taxes derived from the disposition or sale of the ADSs conducted by non-Mexican residents to another non-Mexican resident where certain requirements set forth in the Mexican Tax Law and its regulations are not complied with for such sale or disposition of ADSs to be exempt in Mexico. This potential assessment could have an adverse effect on our business, equivalent to the joint and several liability of the unpaid taxes. However, Vista has appealed the tax provision through an amparo proceeding, seeking an exemption from the obligation to provide the relevant information and, as a result, to avoid being subject to joint and several tax liability. Vista obtained a favorable final decision from a Collegiate Court (Tribunal Colegiado) pursuant to binding precedent from the Second Chamber of the Mexican Supreme Court of Justice established in docket A.R. 528/2022. As a result, Vista is now only required to submit the notice concerning the share ownership of the parties referred to in Section 49 Bis 2 of the Circular Única de Emisoras and is not obligated to report share transfers carried out between non-residents. 52
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Table of Contents Risks Related to our series A shares and the ADSs The series A shares and ADSs are traded in more than one market, and this may result in price variations; in addition, investors may not be able to easily move securities for trading between such markets. As of the date of this annual report, our series A shares are listed and traded on the Mexican Stock Exchange and ADSs are listed on the NYSE. Markets for our series A shares or for the ADSs may not have liquidity and the price at which the series A shares or the ADSs may be sold is uncertain. Trading in the ADSs or our series A shares on these markets takes place in different currencies (U.S. Dollars on the NYSE and Mexican Pesos on the Mexican Stock Exchange), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Mexico). The trading prices of the securities on these two markets may differ due to these and other factors. Any decrease in the price of our series A shares on the Mexican Stock Exchange could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying series A shares for trading on the other market without effecting necessary procedures with the Depositary. This could result in time delays and additional cost for holders of the ADSs. The trading prices for the series A shares and the ADSs may fluctuate significantly. Volatility in the market price of our series A shares and the ADSs may prevent investors from selling their securities at or above the price that they paid for them. The market price and market liquidity of our series A shares and the ADSs may be adversely affected by several factors, including, but not limited to, the extent of investor interest in us, the attractiveness of our series A shares and the ADSs in comparison to other equity securities (for instance, shares issued by a company with larger operating history in our own industry), our financial performance and general market conditions. Certain additional factors that could negatively affect, or result in fluctuations in, the price of our series A shares and the ADSs include actual or anticipated variations in our operating results; potential differences between our actual financial and operating results and those expected by investors; investors’ perceptions of our prospects and the prospects of our sector; new laws or regulations or new interpretations of laws and regulations, including tax guidelines, applicable to the energy sector, our series A shares and/or the ADSs; general economic trends and risks in the United States, Latin American or global economies or financial markets, including those resulting from pandemics, war, incidents of terrorism or responses to such events; changes in our operations or earnings estimates or publication of research reports about us or the Latin American energy industry; market conditions affecting the Latin American economy generally or borrowers in Latin America specifically; significant volatility in the market price and trading volume of securities of companies in the energy sector, which are not necessarily related to the operating performance of these companies; additions to or departures from our Executive Team; completing (or failing to complete) additional acquisitions or executing additional concession agreements; speculation in the press or investment community; changes in the credit ratings or outlook assigned to Latin American countries, particularly Mexico and Argentina, and entities of the energy sector; political conditions or events in Argentina, Mexico, the United States and other countries; and enactment of legislation or other regulatory developments that adversely affect us or our industry. The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our series A shares and the ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in the markets in which we operate, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our series A shares and ADSs. Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition. 53
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Table of Contents The relatively low liquidity and high volatility of the Mexican securities market may cause trading prices and volumes of our series A shares and the ADSs to fluctuate significantly. The Mexican Stock Exchange is one of Latin America’s largest exchanges in terms of aggregate market capitalization of the companies listed therein, but it remains relatively illiquid and volatile compared to other major foreign stock markets. Although the public participates in the trading of securities on the Mexican Stock Exchange, a substantial portion of trading activity on the Mexican Stock Exchange is conducted by or on behalf of large institutional investors. The trading volume for securities issued by emerging market companies, such as Mexican companies, tends to be lower than the trading volume of securities issued by companies in more developed countries. These market characteristics may limit the ability of a holder of our series A shares and may also adversely affect the market price of the series A shares and, as a result, the market price of the ADSs. If securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the price and trading volume of our series A shares and the ADSs could decline. The trading market for our series A shares and the ADSs may be impacted in part on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. If no securities or industry analysts covers us, the trading price for our series A shares and the ADSs may be negatively impacted. If one or more of the analysts who covers us downgrades us or releases negative publicity about our series A shares and ADSs, our share price would likely decline. If one or more of these analysts ceases to cover us or fails to regularly publish reports on us, interest in our series A shares and the ADSs may decrease, which may cause our share price or trading volume to decline. As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants. As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we have relied, and intend to keep relying, on exemptions from certain U.S. rules which permit us to follow Mexican legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure under the Securities Act, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K disclosing the information which we have made or are required to make public pursuant to Mexican law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company. We cannot predict if investors will find our series A shares or the ADSs less attractive because we rely on these exemptions. If some investors find our series A shares and the ADSs less attractive as a result, there may be a less active trading market for our series A shares and the ADSs and our share price may be more volatile. ADS holders may be subject to additional risks related to holding ADSs rather than series A shares. Because ADS holders do not hold their series A shares directly, they are subject to additional risks, including as an ADS holder, you may not be able to exercise shareholder rights; distributions on the series A shares represented by your ADSs are paid in Mexican Pesos to a custodian through S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”) and before such custodian transfers any such distributions to the depositary for your benefit, it would be required to deduct withholding taxes, if any. The depositary would also be required to convert distributions made in Mexican Pesos into U.S. Dollars. Additionally, if the exchange rate fluctuates significantly prior 54
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Table of Contents to the depositary converting any distribution into U.S. Dollars, the amount of such distribution may decrease in terms of U.S. Dollars; and we and the depositary may amend or terminate the Deposit Agreement without the ADS holders’ consent in a manner that could prejudice ADS holders or that could affect the ability of ADS holders to transfer ADSs. We have granted, and may continue to grant, share incentive awards, which may result in increased share-based compensation expenses and holders of our series A shares and ADSs may suffer further dilution. In April 2018, we adopted our Long-Term Incentive Plan (“Plan”) with the purpose of attracting and retaining talented individuals as officers, directors, employees, and consultants who are critical to our success, incentivizing their performance, and aligning their interests with ours. Under the Plan, our Board of Directors is authorized to grant restricted series A shares or ADSs (“Restricted Stock”) and options to purchase our series A shares or ADSs (“Stock Options”) to our officers, directors, employees, and consultants. We reserved 8,750,000 series A shares, issued on December 18, 2017, for the implementation of the Plan. Additionally, the series A shares repurchased by the Company through our buy-back program may be allocated to the Plan. The vesting of series A shares reserved for the Plan (or the allocation of series A shares repurchased by the Company through our buy-back program) could result in immediate dilution to our existing shareholders and may also have a dilutive effect on our earnings per share. If all series A shares currently reserved for the Plan, in addition to all shares repurchased through the ongoing buy-back program, were to become outstanding, our issued and outstanding share capital would increase by 1.7%, from 104,299,703 series A shares outstanding as of December 31, 2025, to 106,078,533 series A shares. ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings. The depositary is treated by us for all purposes as the shareholder with respect to the shares underlying your ADSs. As a holder of ADSs, you do not have direct shareholder rights and may exercise voting rights with respect to the shares represented by the ADSs only in accordance with the Deposit Agreement relating to the ADSs. There are no provisions under Mexican law or under our bylaws that limit the exercise by ADS holders of their voting rights through the depositary with respect to the underlying series A shares. However, there are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. ADS holders may be unable to exercise voting rights with respect to the series A shares underlying the ADSs as a result of these practical limitations. Preemptive rights may be unavailable to non-Mexican holders of ADSs and, as a result, such holders may suffer dilution. Under our current by-laws, whenever we issue new shares for subscription and for payment in cash, subject to certain exceptions, such as those related to public offerings, mergers, or conversion of convertible securities or when the shareholders’ meeting or board of directors (in the latter case when such authority is delegated to the board of directors by the shareholders’ meeting for a particular issuance) decide otherwise, we must grant preemptive subscription rights to our shareholders, giving them the right to purchase a sufficient number of shares to maintain their existing ownership percentage. We may not be able to offer preemptive rights to foreign shareholders and ADS holders identical to those of our shareholders residing in Mexico in connection with any future issuance of shares unless we comply with certain specific requirements under the laws and regulations of the applicable jurisdictions of our non-Mexican shareholders. In the case of United States shareholders and ADS holders, we might not be able to offer them shares pursuant to preemptive rights granted to our shareholders in connection with any future issuance of shares, unless the offer of such shares is registered under the Securities Act or an exemption from the registration requirement is available. We intend to evaluate, at the time of any preemptive prescription rights offering, the costs and potential liabilities associated with a registration statement or similar requirement to enable U.S. or other non-Mexican shareholders and ADS holders to exercise their preemptive subscription rights in the event of an issuance of shares; the indirect benefits of enabling U.S. and other non-Mexican shareholders and ADS holders to exercise preemptive subscription rights; and any other factors that we consider appropriate at the time. We will then decide whether to file such a registration statement or otherwise comply with a similar requirement. 55
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Table of Contents In the event that a required registration statement or similar requirement is not filed or satisfied, U.S. or other non-Mexican shareholders or ADS holders, would not be able to exercise their preemptive subscription rights in connection with future issuances of our shares, and their stake in the Company might be diluted. In this event, the proportion of the economic and voting interests of such U.S. or other non-Mexican shareholders or ADS holders in our total equity could decrease in proportion to the size of the issuance. Depending on the price at which shares are offered, such an issuance could result in dilution in the book value per share to U.S. or other non-Mexican shareholders or ADS holders not participating in the capital increase. Substantial sales of our series A shares or the ADSs could cause the price of our series A shares or the ADSs to decrease. The market price of our series A shares and the ADSs may decline as a result of sales of a large number of series A shares and ADSs or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Our shareholders, or entities controlled by them or their permitted transferees will be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC, as well as any other regulation (including anti-trust rules) that may apply. If any of our shareholders, the affiliated entities controlled by them or their respective permitted transferees were to sell a large number of their shares, the market price of our series A shares may decline significantly and, as a result, the market price of the ADSs. In addition, the perception in the public markets that sales by them might occur may also adversely affect the market price of our series A shares and the ADSs. The protections afforded to minority shareholders in Mexico are not as comprehensive as those in other jurisdictions, such as the United States. Under Mexican law, the protections afforded to minority shareholders and the responsibilities and duties of directors and senior officers are different or not as complete as those in the United States. Although Mexican law establishes specific duties of care and loyalty applicable to our directors, committee members and senior officers, the Mexican legal regime governing directors, committee members and senior officers, and their duties, is not as comprehensive or developed as in the United States and has not been the subject of as broad and precise judicial interpretation. In addition, the criteria applied in other jurisdictions, including in the United States, to ascertain the independence of corporate directors may be different from the criteria applicable under corresponding Mexican laws and regulations. Furthermore, in Mexico, there are different procedural requirements for shareholder suits that work exclusively for our benefit (such as with respect to derivative suits) and not for the benefit of our shareholders (even those that initiate an action). As a result, it may be more difficult in practice for our minority shareholders to enforce their rights against us or our directors, committee members or senior officers, including for breach of their duties or care or loyalty) than it would be for shareholders of a United States or other non-Mexican company or to obtain compensation for minority shareholders, for losses caused by directors, committee members or senior officers as a result of a breach of their duties. Our bylaws contain provisions aimed at restricting the acquisition of our shares and restricting the execution of voting agreements among our shareholders. Pursuant to our bylaws, every direct or indirect acquisition of shares, or attempted acquisition of shares, of any nature by one or more persons or entities requires the prior written approval by the Board of Directors each time that the number of shares to be acquired, when added to any shares already owned by such person or entity, results in the acquirer holding 10% or more of our outstanding capital stock. Once such percentage is reached, such person or entity must notify our Board of Directors of any subsequent acquisition of shares by any such person or entity through which they acquire additional shares representing 2% or more of our outstanding capital stock. Prior, written approval must also be requested from our Board of Directors for the execution of written or oral agreements, as a consequence of which voting association, block voting, or binding or joint vote mechanisms or covenants are formed or adopted or certain shares are combined or shared in any other manner, which effectively results in a change in control of our Company or a 20% ownership interest in our Company. No additional authorization is required to carry-out such acquisitions or to execute a voting agreement until the ownership percentage of our outstanding capital stock is equal to or greater than 20%, nor is any additional authorization required with respect to entering temporary agreements for appointment of minority directors. 56
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Table of Contents If an acquirer does not comply with the procedures described above, such acquired shares or shares regarding any voting agreement will not have any voting rights at any shareholders’ meeting of our Company. Any such acquired shares which have not been approved by our Board of Directors shall not be registered in our stock registry book, entries in our stock registry book made beforehand will be canceled and the Company will not acknowledge or give any value to the records or listings referred to in Article 290 of the Mexican Securities Market Law (Ley del Mercado de Valores), any other provision that might substitute it from time to time and other applicable law. Therefore, such records or listings mentioned above will not be considered evidence of ownership of shares, shall not grant the right to attend shareholders’ meetings or validate the exercise of any legal action, including any legal action of a procedural nature. The provisions in our bylaws described above may only be amended or removed by the approval of shareholders holding at least 95% of our shares. This could hinder the process of selling our shares or the execution of agreements in connection with those shares. These provisions in our bylaws could potentially discourage future purchases of a significant number of our shares, including potential future acquirers of our business, and accordingly could adversely affect the liquidity and price of our series A shares. The payment and amount of dividends, or share buybacks, are subject to the determination of our shareholders. The amount available for cash dividends, or share buybacks, if any, will be affected by many factors, including our future operating results, financial condition and capital requirements as a result thereof, and the terms and conditions of legal and contractual restrictions. Also, the amount of cash available for dividend payments, or share buybacks, may vary significantly from estimates. There can be no assurance that we will be able to pay or maintain the payment of dividends. Our actual results may differ significantly from the assumptions made by our Board of Directors in recommending dividends, or share buybacks, to shareholders or in adopting or amending a dividend policy in the future. Also, there can be no assurance that our Board of Directors will recommend a dividend payment, or share buy-back, to our shareholders or, if recommended, that our shareholders will approve such a dividend payment or share buy-back. The payment of dividends, or share buybacks, and the amounts of dividend payments paid by us to our series A shares are subject to the approval of our shareholders and our having absorbed or repaid losses from prior years and also may only be paid from retained earnings approved by our shareholders and if legal reserves have been created. The payment and amount of certain dividends by Vista Argentina are subject to BCRA restrictions Pursuant to the Argentine Foreign Exchange Regulations imposed by the BCRA, companies resident in Argentina may only have access the foreign exchange market to purchase foreign currency and transfer it abroad for the payment of profits and dividends to non-resident shareholders, if certain conditions are met and/or they have the prior approval of the BCRA. In this regard, current regulations provide that dividends corresponding to fiscal years beginning on or after January 1, 2025, are not subject to foreign exchange restrictions for remittance abroad. Notwithstanding the foregoing, dividends corresponding to prior fiscal years remain subject to the restrictions imposed by the BCRA, such restrictions may affect our ability to pay dividends or complete share buybacks because the main source of cash generation is in Argentina. There can be no assurance that the BCRA will not increase or relax such controls or restrictions, make modifications to these regulations, establish more severe restrictions on currency exchange, or maintain the current Foreign Exchange Regulations or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding liabilities denominated in currencies other than the Argentine Peso, all of which could undermine our ability to pay dividends to foreign shareholders and to distribute all the net cash flow generated in the form of dividends or buybacks. Consequently, these exchange controls and restrictions could materially adversely affect the Argentine economy and our business, financial condition and results of operations. See “Item 10—Additional Information— Exchange Controls” for additional information. 57
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Table of Contents Dividend distributions to holders of our series A shares will be made in Mexican Pesos. We will make dividend distributions to holders of our series A shares in Mexican Pesos. While the Mexican government does not currently restrict the ability of Mexican or foreign persons or entities to convert Mexican Pesos into U.S. Dollars or other currencies, it could institute restrictive exchange control policies in the future. Future fluctuations in exchange rates and the effect of any exchange control measures adopted by the Mexican government on the Mexican economy cannot be predicted. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares. Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to achieve and maintain effective internal controls over financial reporting, implement required new or improved controls, or difficulties encountered in their implementation could result in our failure to meet our reporting obligations, which in turn could have a material adverse effect on our business and our common shares or the ADSs. In addition, any testing by us or any subsequent testing by our independent registered public accounting firm conducted in connection with Section 404 of the SOX, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our audited financial statements. Confidence in the reliability of our audited financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could in turn limit our access to capital markets and possibly, harm our results of operations, and lead to a decline in the trading price of our common shares or the ADSs. Pursuant to Section 404 of the Sarbanes Oxley Act of 2002, we are required to include a report of our management on our internal controls over financial reporting in our annual reports on Form 20-F that contains management’s assessment relating to the design, maintenance and periodic evaluation of the internal control system, accompanied by a report from our independent registered public accounting firm. We can provide no assurance that from time to time we will not identify concerns that could require remediation. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. In connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in the completing the implementation of any requested improvements and receiving a favorable attestation. In addition, if we fail to maintain the adequacy of our internal control over financial reporting we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 which may have an adverse effect on us. The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members. We are required to comply with various regulatory and reporting requirements, including those required by the Commission and the CNBV. Complying with these reporting and regulatory requirements is time consuming, resulting in increased costs to us or other adverse consequences. As a public company, we are subject to the reporting requirements of the Exchange Act, and the requirements of the SOX, in addition to the existing disclosure requirements by the Mexican Securities Market Law and CNBV rules. These requirements may place a strain on our systems and resources. The Exchange Act rules applicable to us as a foreign private issuer requires that we file annual and current reports with respect to our business and financial condition. Likewise, CNBV rules require that we make 58
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Table of Contents annual and quarterly filings and that we comply with disclosure obligations including current reports. The SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we have ceased to be an emerging growth company and are therefore no longer able to take advantage of certain exemptions from various requirements applicable to other public companies that are emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the SOX. As such, our independent registered public accounting firm is now required to attest to the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may decline to attest to our management’s assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price. Our bylaws, in compliance with Mexican law, restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders. As required by Mexican law, our bylaws provide that non-Mexican shareholders are considered to be Mexican with respect to shares held by them. Moreover, non-Mexican shareholders explicitly agree not to invoke the protection of its own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, though such agreement is not deemed to include a waiver to any other rights (for instance, any rights under the United States securities laws, with respect to its investment in us). If you invoke such governmental protection in violation of this provision of the bylaws, your series A shares may be forfeited to the Mexican government. As a foreign private issuer, we are permitted to, have relied, and intend to keep relying, on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers. This may afford less protection to holders of the ADSs. The NYSE’s rules require listed companies to have, among other things, a majority of their board members be independent and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. While we currently meet this requirement, we might cease to do so in the future, given that, as a foreign private issuer and a controlled company, we are permitted to follow home country practice in lieu of the above requirements. Mexican law does not require that a majority of our board consist of independent directors or the implementation of a compensation or nominating committee, and our board may thus not include, or include fewer, independent directors than would be required if we were subject to the NYSE rules applicable to most U.S. companies. As long as we rely on the foreign private issuer and controlled company exemptions to the NYSE rules, a majority of our Board of Directors is not required to consist of independent directors and we will not be required to have a compensation or nominating committee. Therefore, our board’s approach may be different from that of a board with a majority of independent directors, and, as a result, the Executive Team’s oversight of the Company may be more limited than if we were subject to the NYSE rules applicable to most U.S. companies. It may be difficult to enforce civil liabilities against us or our directors or officers. We are a publicly traded company with variable capital (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, and a majority of the members of our Board of Directors and Executive Team, our advisors and independent auditors reside or are based outside the United States. All of our assets and the assets of our subsidiaries are located, and all of our revenues and the revenues of our subsidiaries are derived from, sources outside the United States, particularly in Mexico and Argentina. Consequently, it may not be possible for you to effect service of process upon us or these other persons. Because judgments of U.S. courts or courts of other jurisdictions outside of Mexico and/or Argentina for civil liabilities based upon foreign laws of other jurisdictions outside Mexico 59
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Table of Contents and/or Argentina may only be enforced in Mexico and/or Argentina if certain requirements are met, you may face greater difficulties in protecting your interests through actions against us, our directors or the members our Executive Team than would shareholders of a corporation incorporated in the United States or in other jurisdictions outside of Mexico. There is doubt as to the enforceability, in original actions in Mexican courts and/or Argentine courts or in actions for enforcement of judgments obtained in courts of jurisdictions outside Mexico and/or Argentina, of liabilities predicated, in whole or in part, on the civil liability provisions of U.S. federal securities laws. No treaty exists between the United States and Mexico for the reciprocal enforcement of judgments issued in the other country. In addition, the enforceability in Argentine courts of judgments of U.S. or non-Argentine courts with respect to matters arising under U.S. federal securities laws or other non-Argentine regulations will be subject to compliance with certain requirements under Argentine law, including the condition that any such judgment does not violate Argentine public policy (orden público argentino) and provided that an Argentine court will not order the attachment on any property located in Argentina and determined by such court to be essential for the provision of public services. ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action. The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, holders and beneficial owners of ADSs irrevocably waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to the ADSs or the deposit agreement. If this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. If we or the depositary opposed a jury trial demand based on the waiver, the court would analyze whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement. If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder. Holders of our series A shares who sell or transfer series A shares acquired on or after January 1, 2018 and representing 10% or more of our equity may be subject to indirect capital gains tax under Argentine tax law. Under Argentine tax law, non-Argentine tax residents who sell or transfer shares or other participations in foreign entities, trust or other similar structures acquired on or after January 1, 2018, may be subject to indirect capital gains tax in Argentina if two conditions are simultaneously met: (i) at the time of the sale or transfer or during the 12 prior months to such sale, 30% or more of the market value of the foreign entity is derived from assets located in Argentina and (ii) the shares being sold or transferred represent 10% or more of the equity interests of such foreign entity. Therefore, any non-Argentine holder of our series A shares who sells or transfers series A shares acquired on or after January 1, 2018, representing 10% or more of our equity interests would be subject to the indirect capital gains tax. 60
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Table of Contents ITEM 4. INFORMATION ON THE COMPANY Vista Energy, S.A.B. de C.V. is a sociedad anónima bursátil de capital variable organized under the laws of Mexico. We were originally incorporated in Mexico on March 22, 2017. Our principal executive offices are located at Torre Mapfre, 18th Floor, 243 Paseo de la Reforma Avenue, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, Mexico City, 06500, Mexico. Our telephone number at this location is +52 (55) 1555-7104. Our website is http://www.vistaenergy.com. Information contained on, or accessible through, this website is not incorporated by reference in, and will not be considered part of, this annual report. The Securities and Exchange Commission (“SEC”) maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Recent Developments Transaction to Acquire Equinor’s Assets in Vaca Muerta On February 1, 2026, Vista Argentina and Vista entered into a series of agreements to acquire a 25.1% non-operated working interest in the Bandurria Sur block and a 35.0% non-operated working interest in the Bajo del Toro block, as well as certain related midstream agreements, through the following transactions (collectively, the “Equinor Transaction”): (i) the acquisition of 100% of the capital stock of Equinor Argentina S.A.U., owner of 30% of the working interest in the Bandurria Sur block, by Vista and Vista Argentina as purchasers, with Equinor Argentina A.S. as the seller; (ii) the acquisition of 50% of the non-operating working interest in the Bajo del Toro Norte block, between Vista and Vista Argentina as purchasers and Equinor Argentina B.V. Sucursal Argentina (jointly with Equinor Argentina A.S., the “Equinor Asset Sellers”), as seller; (paragraphs (i) and (ii), collectively, the “Equinor Acquisitions”); (iii) the sale to YPF of 16.3% of the capital stock of Equinor Argentina S.A.U., equivalent to a 4.9% working interest in Bandurria Sur; and (iv) the assignment to YPF of a 15.0% working interest over Bajo del Toro (paragraphs (iii) and (iv), collectively, the “Equinor Assignments”). The payment due at closing for the Equinor Acquisitions (net of the Equinor Assignments) will be approximately US$712 million, which shall be paid as follows: (a) an estimated upfront payment inclusive of tax gross-ups of US$387 million in cash and (b) the delivery of 6,223,220 American Depositary Shares representing Vista’s series A shares at a price of US$52.2 per ADS, which price was calculated as the volume-weighted average trade price per share of the ADSs on the NYSE for the last 20 trading days up to and including January 30, 2026. Such consideration shall be subject to cash, debt, working capital, contributions, leakages and other customary adjustments. Additionally, the Equinor Acquisitions (net of the Equinor Assignments) provide for a contingent purchase price payable, if applicable, by Vista in five annual installments. Such contingent consideration, inclusive of tax gross-up and adjustments, will be calculated on an annual basis, based on the annual working interest production of both acquired assets multiplied by a price per barrel equal to the average Brent price of the preceding year minus US$65 per barrel, with no payment due at or below US$65 per barrel Brent and a cap of US$15 per barrel at or above US$80 per barrel Brent. The contingent consideration shall bear no interest. Following the Equinor Transaction, Vista will own 83.7% of the capital stock of Equinor Argentina S.A.U. and will consolidate its results in Vista’s financial statements. Objectives of the Equinor Transaction Through the Equinor Transaction, Vista aims to incorporate low-cost, high-margin, high-return cash-generating assets. These assets combine significant growth potential with barrels in production, supporting Vista’s free cash flow generation. 61
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Table of Contents Vista expects to materially increase its scale by incorporating an asset with proven reserves as of December 31, 2024, of 54.0 MMboe (at Vista’s 25.1% working interest in Bandurria Sur and 35.0% in Bajo del Toro), according to the SdE, compared to Vista’s proven reserves of 375.2 MMboe as of December 31, 2024. Average production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 21,203 boe/d (at Vista’s working interest), which represents a meaningful increase in scale compared to Vista’s 135,414 boe/d for the same period. Average oil production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 17,665 boe/d (at Vista’s working interest). During 2025, 69% of the oil production volumes from the Equinor Transaction Assets were exported. Vista also expects to significantly enhance its asset portfolio by adding 27,733 net acres with an inventory that, according to our estimates, has approximately 243 net wells ready to drill (105 net wells at a 25.1% interest in Bandurria Sur and 139 net wells at a 35.0% interest in Bajo del Toro) in the core area of Vaca Muerta. Additionally, Vista expects to incorporate operational synergies, based on the proximity of Bandurria Sur and Bajo del Toro to its blocks in Vaca Muerta, which could translate into potential savings related to processing capacity, transportation capacity, and other oil services, and leveraging on to the successful acquisition and joint venture with YPF in La Amarga Chica. Likewise, the Equinor Transaction implies a significant increase in Vista’s crude oil transportation capacity by approximately 18,000 bbl/d. Indebtedness On January 30, 2026, Vista Argentina entered into the 2026 Credit Agreement with Banco Santander, S.A. Citicorp North America, Inc and Itau Unibanco S.A., Nassau Branch, as lenders, for an aggregate principal amount of up to US$600 million. The 2026 Credit Agreement had a four-year term and was guaranteed by Vista. The 2026 Credit Agreement was entered into to potentially fund a portion of the purchase price of the Equinor Transaction. The 2026 Credit Agreement was terminated on April 8, 2026, as a result of Vista Argentina receiving the proceeds of the 2038 Notes (as defined below) to fund the purchase price of the Equinor Transaction. Vista Argentina did not borrow any funds under the 2026 Credit Agreement before its termination. On April 8, 2026, Vista Argentina issued US$500,000,000 in aggregate principal amount of 7.875% senior notes due 2038 (the “2038 Notes”), which are governed by New York law. The 2038 Notes were issued by Vista Argentina, Vista’s main subsidiary. The offering of the 2038 Notes was conducted in the United States and other foreign jurisdictions pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended, under the global program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) approved by the Shareholders’ Meetings of Vista Argentina held on May 7, 2019, May 7, 2024, October 29, 2024 and February 2, 2026. The 2038 Notes have an average weighted life of eleven years. Principal installments will be made on the tenth, eleventh and twelfth anniversaries of April 8, 2026. In addition to the above, between December 31, 2025 and the date of this annual report, Vista also (i) incurred US$955 million, and (ii) repaid existing indebtedness facilities for US$341 million. Acambuco Divestiture Agreement On April 7, 2026, the Company, through its subsidiary Vista Argentina, entered into an agreement with Pan American Energy, S.L. Argentine Branch, for the assignment of a 1.5% non-operated interest in the conventional exploitation concession Acambuco. The assignment is subject to the fulfillment of certain conditions precedent and the total price amounts to US$600,000, payable by Pan American Energy, S.L. Argentine Branch within 10 business days of the closing of such assignment. 62
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Table of Contents BUSINESS OVERVIEW We are an independent Latin American, shale oil-focused company operating since April 4, 2018. We own high-quality, low-operating cost, high-margin producing assets in Argentina, spanning approximately 228,800 net acres across Vaca Muerta, the largest shale oil and gas play under development outside North America. Most of our production and revenues, our ongoing drilling and workover activities, our oil producing wells, estimated proved reserves and assets are located in Argentina. As of the date of this annual report, we are the largest independent oil producer and the largest oil exporter in Argentina, as determined by the SdE. We seek to generate strong returns for our shareholders based on the following key value drivers: Deep, ready-to-drill, short-cycle well inventory. Our growth plan is based on developing our inventory in Vaca Muerta in line with the highest efficiency and safety standards. As of December 31, 2025, we had a total inventory of 1,653 wells (including 1,302 ready-to-drill locations and 351 net wells on production as of December 31, 2025), out of which 675 wells are in Bajada del Palo Oeste, 323 in La Amarga Chica (net at our 50% working interest), 175 in Bajada del Palo Este, 150 in Aguada Federal, 150 in Bandurria Norte, 100 in Águila Mora and 80 in Coirón Amargo Norte. As of December 31, 2025, we had tied-in 153 wells in Bajada del Palo Oeste, 153 net wells in La Amarga Chica (net at our 50% working interest), 26 wells in Bajada del Palo Este, 17 wells in Aguada Federal and two wells in Águila Mora. During the year ended December 31, 2025, we tied-in 74 net wells, representing a 48% increase compared to the year ended December 31, 2024. This activity boosted our production to 135.4 Mboe/d during the fourth quarter of 2025, up from 24.5 Mboe/d in 2018. Our proved certified reserves increased to 588.1 MMboe as of December 31, 2025, equivalent to 14 years of production and an implied reserve replacement ratio of 605%. Peer-leading operating performance. We believe the productivity of our new wells demonstrates the quality of our Vaca Muerta acreage. The 365-day performance of our wells drilled until year-end 2024 compares favorably with horizontal oil wells drilled in Vaca Muerta and in Permian during 2018 and 2024, as shown in the chart below. We believe this reflects the quality of our acreage and our leading operating performance among peers. Production growth driven by Vaca Muerta development, our rebased cost structure and our focus on operational efficiency have led to the decrease of lifting cost to US$4.4/boe in 2025 from US$13.9/boe in 2018. 63
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Table of Contents Additionally, we have reduced our D&C costs in Bajada del Palo Oeste from US$16.6 million per well in 2019 to US$14.2 million per well in 2024 and US$12.1 million per well during the second half of 2025. Robust balance sheet and financial performance. Based on a benchmarking analysis against peers in the Argentine, Latin American and U.S. shale energy spaces, we believe we are a Company with a history of comparatively low debt leverage ratios, high Adjusted EBITDA Margins and high ROACE. Cash and cash equivalents at the end of 2025 was US$538.4 million. During the year 2025, net income for the year totaled US$719.1 million. The Adjusted EBITDA for 2025 was US$1,596.3 million resulting in an Adjusted EBITDA Margin of 64% (or 65% if sea freight selling expenses were subtracted from revenue from contract with customers). Additionally, net leverage ratio as of December 31, 2025, was 1.6x and ROACE was 29% for 2025. A model based on operational excellence. We aim to develop our business in a sustainable way. We aspire to reduce our operating scope 1 and 2 GHG emission intensity to 7 kgCO2e/boe in 2026, representing a reduction of approximately 80% compared to 2020. During 2025, we reduced the intensity of scope 1 and 2 GHG emissions by 23% year-over-year, from 8.8 kgCO2e/boe to 6.8 kgCO2e/boe, placing Vista’s GHG emissions intensity in the top decile among global E&P companies. We are also executing a portfolio of NBS projects through our subsidiary Aike, in Argentina. By 2026, we expect to have generated enough carbon credits through our NBS projects across different regions of Argentina to match the size of our residual carbon footprint. Additionally, safety is a bedrock of our Company, and we aim to operate with the highest oil and gas industry standards in accordance with the International Association of Oil and Gas Producers (“IOGP”) and the global oil and gas industry association for environmental and social issues (“IPIECA”). In 2025, we recorded a TRIR of 0.8 which was below 1.0 for the sixth consecutive year. Furthermore, in 2025 we recorded no major oil spill incidents. Our Operations The following map illustrates the location of our concessions in Argentina as of the date of this annual report(1) : 64
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Table of Contents (1) Assets transferred to Tango (as defined below, effective on March 1, 2023) and Acambuco concession, not shown on this map. As of December 31, 2025, our portfolio of assets included six operated blocks in Vaca Muerta (holding approximately 205,600 net shale oil acres), one non-operated block in Vaca Muerta (holding approximately 23,200 shale oil net acres) and one non-operated conventional block in the Noroeste basin in Argentina. Additionally, effective March 1, 2023, Vista transferred the operatorship of six conventional blocks to Tango (see below section “Item 4—Information on the Company—Business Overview—Transaction to increase focus on shale oil operations in Vaca Muerta”). On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation as of the date of this annual report. During 2025, our average daily production was 115.5 Mboe/d. Additionally, as of December 31, 2025, our total proved reserves were 588 MMboe, all located in Argentina, of which 89% consisted of oil. During the fourth quarter of 2025, our total production was 135.4 Mboe/d and our shale production was 131.7 Mboe/d. The following table presents information on our concessions as of December 31, 2025, and estimated reserves and production: Block Gross acres Net acres Interest Operator Net provedreserves as ofDec. 31, 2025(MMboe) Average netproductionfor the yearended Dec.31, 2025(Mboe/d) ConcessionExpiration Argentina Neuquina Basin Bajada del Palo Oeste 62,641 62,641 100% Vista 285.26 58.8 2053 La Amarga Chica (1) 46,404 23,202 50% YPF 151.34 32.9 2049 Bajada del Palo Este 48,853 48,853 100% Vista 98.30 13.8 2053 Aguada Federal 24,058 24,058 100% Vista 48.99 4.9 2050 Águila Mora 23,475 21,128 90% Vista 0.15 0.6 2054 Bandurria Norte 26,404 26,404 100% Vista — 0.1 2050 Entre Lomas Río Negro 83,349 — (3) — (3) Tango 1.93 1.6 2036 Jagüel de los Machos 48,359 — (3) — (3) Tango 0.69 1.0 2035 25 de Mayo–Medanito SE 32,247 — (3) — (3) Tango 0.74 0.7 2036 Entre Lomas Neuquén 99,665 — (3) — (3) Tango 0.14 0.4 2026 Charco del Palenque 47,963 — (3) — (3) Tango 0.15 — 2034 Jarilla Quemada (2) 47,617 — (3) — (3) Tango 0.08 0.2 2040 Coirón Amargo Norte 26,598 22,508 84.6% Vista — 0.0 2037 Noroeste Basin Acambuco 293,747 4,406 1.5% Pan American 0.35 0.1 2036/2040 Mexico CS-01 (4) 14,332 14,332 100% Vista — 0.4 2047 (1) As from April 1, 2025, 50% of La Amarga Chica production is consolidated following the La Amarga Chica Acquisition. See“La Amarga Chica Acquisition” (2) Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). (3) Assets transferred to Tango, effective on March 1, 2023. See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” (4) On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the CS-01 block to the Mexican Secretariat of Energy (“SENER” by its acronym in Spanish), which is pending confirmation to the date of issuance of this annual report. Transaction to Acquire Equinor’s Assets in Vaca Muerta On February 1, 2026, Vista Argentina and Vista entered into a series of agreements to acquire a 25.1% non-operated working interest in the Bandurria Sur block and a 35.0% non-operated working interest in the Bajo del Toro block, as well as certain related midstream agreements, through the following transactions: 65
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Table of Contents (i) the acquisition of 100% of the capital stock of Equinor Argentina S.A.U., owner of 30% of the working interest in the Bandurria Sur block, by Vista and Vista Argentina as purchasers, with Equinor Argentina A.S. as the seller; (ii) the acquisition of 50% of the non-operating working interest in the Bajo del Toro Norte block, between Vista and Vista Argentina as purchasers and Equinor Argentina B.V. Sucursal Argentina, as seller; (iii) the sale to YPF of 16.3% of the capital stock of Equinor Argentina S.A.U., equivalent to a 4.9% working interest in Bandurria Sur; and (iv) the assignment to YPF of a 15.0% working interest over Bajo del Toro. The payment due at closing for the Equinor Acquisitions (net of the Equinor Assignments) will be approximately US$712 million, which shall be paid as follows: (a) an estimated upfront payment inclusive of tax gross-ups of US$387 million in cash and (b) the delivery of 6,223,220 American Depositary Shares representing Vista’s series A shares at a price of US$52.2 per ADS, which price was calculated as the volume-weighted average trade price per share of the ADSs on the NYSE for the last 20 trading days up to and including January 30, 2026. Such consideration shall be subject to cash, debt, working capital, contributions, leakages and other customary adjustments. Additionally, the Equinor Acquisitions (net of the Equinor Assignments) provide for a contingent purchase price payable, if applicable, by Vista in five annual installments. Such contingent consideration, inclusive of tax gross-up and adjustments, will be calculated on an annual basis, based on the annual working interest production of both acquired assets multiplied by a price per barrel equal to the average Brent price of the preceding year minus US$65 per barrel, with no payment due at or below US$65 per barrel Brent and a cap of US$15 per barrel at or above US$80 per barrel Brent. The contingent consideration shall bear no interest. Following the Equinor Transaction, Vista will own 83.7% of the capital stock of Equinor Argentina S.A.U. and will consolidate its results in Vista’s financial statements. Objectives of the Equinor Transaction Through the Equinor Transaction, Vista aims to incorporate low-cost, high-margin, high-return cash-generating assets. These assets combine significant growth potential with barrels in production, supporting Vista’s free cash flow generation. Vista expects to materially increase its scale by incorporating an asset with proven reserves as of December 31, 2024, of 54.0 MMboe (at Vista’s 25.1% working interest in Bandurria Sur and 35.0% in Bajo del Toro), according to the SdE, compared to Vista’s proven reserves of 375.2 MMboe as of December 31, 2024. Average production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 21,203 boe/d (at Vista’s working interest), which represents a meaningful increase in scale compared to Vista’s 135,414 boe/d for the same period. Average oil production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 17,665 boe/d (at Vista’s working interest). During 2025, 69% of the oil production volumes from the Equinor Transaction Assets were exported. Vista also expects to significantly enhance its asset portfolio by adding 27,733 net acres with an inventory that, according to our estimates, has approximately 243 net wells ready to drill (105 net wells at a 25.1% interest in Bandurria Sur and 139 net wells at a 35.0% interest in Bajo del Toro) in the core area of Vaca Muerta. Additionally, Vista expects to incorporate operational synergies, based on the proximity of Bandurria Sur and Bajo del Toro to its blocks in Vaca Muerta, which could translate into potential savings related to processing capacity, transportation capacity, and other oil services, and leveraging on to the successful acquisition and joint venture with YPF in La Amarga Chica. Likewise, the Equinor Transaction implies a significant increase in Vista’s crude oil transportation capacity by approximately 18,000 bbl/d. 66
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Table of Contents La Amarga Chica Acquisition On April 15, 2025, Vista and Vista Argentina, as purchasers (the “PEPASA Acquirers”), entered into a sale and purchase agreement (the “PEPASA Sale and Purchase Agreement”) with Petronas Carigali Canada B.V. and Petronas Carigali International E&P B.V., as sellers (the “PEPASA Sellers”), to acquire 100% of Vista LACH’s capital stock (the “La Amarga Chica Acquisition”). The purchase price for the acquisition of Vista LACH is comprised of (i) US$900 million in cash (subject to the price adjustment mechanism provided for in the PEPASA Sale and Purchase Agreement), (ii) US$300 million in deferred cash payments payable on two equal installments of US$150 million on April 15, 2029 and April 15, 2030, at zero interest rate and (iii) US$300 million in Vista’s ADSs. Pursuant to the terms and conditions set forth in the PEPASA Sale and Purchase Agreement, the sale and purchase of Vista LACH’s shares was consummated on April 15, 2025. The La Amarga Chica Acquisition grants Vista Argentina a 50% working interest in the La Amarga Chica unconventional concession, located in Vaca Muerta, and adjacent to Aguada Federal and Bajada del Palo Oeste concessions. La Amarga Chica spans across 46,404 acres and, as of December 31, 2025, had 246 wells in production, with a daily output of 79,543 bbl/d at 100% working interest, of which 71,471 barrels were oil for the three-month period ended December 31, 2025. On December 10, 2014, YPF and Vista LACH’s predecessor entered into a joint venture agreement (the “JV Agreement”), which is duly registered with the Argentine commercial registry. The main purpose of the JV Agreement is the exploration, evaluation, development and exploitation of hydrocarbons in the La Amarga Chica unconventional exploitation concession. From April 15, 2025, Vista Argentina took over Vista LACH’s contractual position in the JV Agreement. Additionally, for the development of La Amarga Chica, Vista LACH’s predecessor agreed to a Joint Operating Agreement (“JOA”) on September 24, 2019 with YPF, the operator of the concession, which establishes the terms and conditions regarding the development of the block, the “sole risk” operations regime, issues related to the treatment and transportation of hydrocarbons, and the decommissioning system of facilities. Starting April 15, 2025, Vista Argentina assumed Vista LACH’s contractual position in the JOA. Vista LACH has transportation capacity of approximately 57,000 bbl/d of crude oil transportation capacity and 48,000 bbl/d of crude oil export dispatch capacity in various midstream projects. Additionally, Vista LACH has a maximum transportation capacity of approximately 49,000 bbl/d in Vaca Muerta Oleoducto Centro (“VMOC”). See “Business Overview—Concessions—La Amarga Chica.” Moreover, since April 2023, Vista LACH has benefited from the provisions under the Investment Promotion Regime for the Exploration of Hydrocarbons (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos) granted under Decree 929/2013 (as amended). See “Argentina’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Argentina.” Therefore, Vista LACH is entitled to: (i) freely export up to 20% of their production of liquid and gaseous hydrocarbons produced by the project, with a 0% export duty rate, should these be applicable; and (ii) no mandatory settlement into the foreign exchange market of any proceeds in foreign currency obtained from such export. The La Amarga Chica Acquisition was approved by Vista’s shareholders on March 3, 2025 and by its board of directors on April 11, 2025. To fund the cash portion of the purchase price of the La Amarga Chica Acquisition, the Acquirers used existing funds and proceeds from a credit agreement entered into between Vista Argentina, as borrower, and Banco Santander, S.A., as lender, for a total amount of US$300 million (the “Bridge Loan”). The Bridge Loan had a term of four years and was guaranteed by Vista. The Bridge Loan was repaid in June 2025 and cancelled. The sale and purchase of Vista LACH does not contractually contemplate as a closing condition the obtainment of antitrust approvals from the Argentine Antitrust Authorities. However, given that Argentine law requires the Acquirers to obtain the relevant antitrust approvals, the Acquirers submitted the corresponding filing on April 22, 2025, which was granted by the authorities on August 22, 2025. 67
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Table of Contents On April 16, 2025, the Acquirers notified Vista LACH’s change of control to the SdE and the Subsecretariat of Energy, Mining and Hydrocarbons of the Province of Neuquén (Subsecretaría de Energía, Minería e Hidrocarburos de la Provincia de Neuquén). Additionally, Vista LACH obtained all required corporate registrations with the Public Registry (Inspección General de Justicia) and performed the applicable filings with the Argentine tax authorities. Vista LACH is up to date with all corporate filing requirements as agreed in the PEPASA Sale and Purchase Agreement. Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta On February 23, 2023, Vista announced a two-phase transaction (the “Conventional Assets Transaction”), which is a two-phase transaction between Vista Argentina and Tango Energy S.A. (“Tango”, previously known as Petrolera Aconcagua Energía S.A.) to increase its focus on its shale oil operations in Vaca Muerta and strengthen shareholder returns. Under the terms of the Conventional Assets Transaction, effective March 1, 2023: (i) Tango became the operator of the following exploitation concessions in the Neuquina Basin located in Argentina: Entre Lomas Neuquén, located in the Province of Neuquén, and Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito, located in the Province of Río Negro (“CAT Exploitation Concessions”). Additionally, Tango became the operator of the following transportation concessions: the Entre Lomas gas transportation concession, the Jarilla Quemada gas transportation concession, and the 25 de Mayo–Medanito crude oil transportation concession (“CAT Transportation Concessions,” and together with the CAT Exploitation Concessions, the “CAT Concessions”); (ii) Tango paid Vista Argentina US$26.47 million in cash (US$10.00 million on February 15, 2023, US$10.73 million on March 1, 2024, US$5.73 million on February 28, 2025); (iii) Vista Argentina retained 40% of the crude oil and natural gas production (as further amended, as explained below), and 100% of liquified petroleum gas, gasoline, and condensates, from the CAT Exploitation Concessions (with Tango paying all costs, taxes, and royalties) until the earlier of (a) the final closing date on February 28, 2027 and (b) the date in which Vista Argentina receives a cumulative production of 4 million barrels of crude oil and 300 million m3 of natural gas. On the other hand, Tango is entitled to 60% of the crude oil and natural gas production from the CAT Exploitation Concessions (as further amended, as explained below); (iv) Tango will pay 100% of Vista Argentina’s share of the capex, opex, royalties, taxes, and any other costs associated with the CAT Exploitation Concessions; (v) Vista Argentina had the right to purchase from Tango up to Tango’s 60% share of the natural gas produced by the CAT Exploitation Concessions at a price of US$1 per MMBtu until the final closing date on February 28, 2027 (as further amended, as explained below); (vi) Vista Argentina and Tango agreed to work jointly with the Provinces of Río Negro and Neuquén to negotiate an extension of the exploitation and transportation concession titles governing the CAT Concessions, including an upfront payment and an investment commitment, as per the terms set forth in the applicable regulation in Argentina; (vii) Vista Argentina and Tango will work jointly with the Provinces of Río Negro and Neuquén to negotiate an extension of the exploitation and transportation concession titles governing the CAT Concessions, including an upfront payment and an investment commitment, as per the terms set forth in the applicable regulation in Argentina; 68
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Table of Contents (viii) Vista Argentina retains the right to explore and develop the Vaca Muerta formation in the CAT Exploitation Concessions and seek to obtain one or more independent and separate unconventional concessions to develop such resources; (ix) Vista Argentina and Tango have signed an agreement whereby Vista Argentina will treat and transport 100% of the crude oil produced in the CAT Exploitation Concessions (except for 25 de Mayo–Medanito and Jagüel de los Machos) until the expiration of the concession titles (including the potential 10-year extension); and (x) Vista Argentina remains concession title holder until no later than the final closing date on February 28, 2027, when the CAT Concessions will be transferred to Tango, subject to provincial approvals. The Entre Lomas crude oil transportation concession, which includes an oil treatment plant geographically located in the Entre Lomas Río Negro concession and a net book value of US$20 million as of December 31, 2022, was excluded from the Conventional Assets Transaction. In December 2024, Vista Argentina and Tango entered into an amendment to the terms of the Conventional Assets Transaction, effective October 1, 2024, that included the transfer of ownership of the 60% share of the natural gas produced by the CAT Exploitation Concessions from Tango to Vista Argentina. Under the original agreement, this share in natural gas production was held by Tango and sold to Vista at a fixed price of US$1 per MMBtu. As a result of the amendment, starting on October 1, 2024, Vista Argentina retains 100% of natural gas, liquefied petroleum gas, gasoline, and condensate production and reserves, in both cases with respect to the CAT Exploitation Concessions. In August 2025, Vista Argentina and Tango entered into a new amendment to the Conventional Assets Transaction, effective September 1, 2025. Under this amendment, Vista Argentina is entitled to 20% of crude oil production and reserves, and 100% of natural gas and LPG and condensates production and reserves of the CAT Exploitation Concessions until the earlier of (a) February 28, 2029 and (b) the date in which Vista Argentina receives a cumulative production of 4 million barrels of crude oil and 300 million m3 of natural gas. Trafigura Agreement On June 28, 2021, Vista Argentina formed an unincorporated joint venture with Trafigura for the joint development of five pads, each consisting of four wells at Bajada del Palo Oeste, effective July 1, 2021 (“Farm-out Agreement I”). Under the Farm-out Agreement I, Trafigura had a contractual right to 20% of the hydrocarbon production and an obligation to cover 20% of the capital expenditures, royalties, and direct taxes. In turn, Trafigura paid Vista Argentina a total of US$25 million in instalments and a fee for various costs. Vista Argentina retains 80% of the hydrocarbon production rights and paid 80% of the associated costs. Trafigura also had an option to participate in two additional pads under similar terms. As of the date of this annual report, seven pads comprising 28 wells have been completed under the Farm-out Agreement I. On October 11, 2022, Vista Argentina entered into a similar joint venture with Trafigura for the development of three additional pads at Bajada del Palo Oeste, effective October 1, 2022 (“Farm-out Agreement II,” and together with the Farm-out Agreement I, the “Farm-out Agreements”). Under the Farm-out Agreement II, Trafigura had contractual right to 25% of the hydrocarbon production and an obligation to cover 25% of the capital expenditures and related costs, royalties, and direct taxes. In turn, Trafigura also agreed to pay Vista Argentina US$1,700,000 per tied-in well and additional fees based on production and crude oil price improvements. Vista retained 75% of the production rights and paid 75% of the costs. The Farm-out Agreement II also extended a crude oil sales and purchase agreement with Trafigura. As of the date of this annual report, three pads with 12 wells have been completed under the Farm-out Agreement II. On December 16, 2024, Vista Argentina agreed to assume Trafigura’s interest in the Farm-out Agreements, effective January 1, 2025 (the “Trafigura Agreement”). As a result, as of the date of this annual report, Vista Argentina holds rights to 100% of the production from the pads subject to the terms in the Trafigura Agreement. Under the Trafigura Agreement, Vista Argentina will pay Trafigura US$128 million in 48 consecutive monthly installments through December 2028. 69
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Table of Contents Additionally, Vista Argentina and Trafigura entered into a crude oil marketing agreement, effective from January 1, 2025, to December 31, 2028, pursuant to which Vista Argentina will sell 10,000 m³ of crude oil per month to Trafigura. The amounts payable by Trafigura under the crude oil marketing agreement will be offset against Vista Argentina’s obligations under the Trafigura Agreement. As of December 31, 2025, Vista, through Vista Argentina, had offset US$28 million against the liability under the Trafigura Agreement. Vaca Muerta Oleoducto Sur Project On December 16, 2024, Vista Argentina announced its participation as a shareholder in VMOS S.A. (“VMOS”), alongside YPF, Pampa, and Pan American Sur, in connection with the Vaca Muerta Oleoducto Sur Project. Between December 20, 2024 and March 7, 2025, Pluspetrol, Chevron (through two subsidiaries), Shell Argentina (through two subsidiaries), Tecpetrol and Gas y Petróleo del Neuquén S.A. also confirmed their participation as shareholders in VMOS (collectively, the “VMOS Shareholders”). On December 13, 2024, Vista Argentina, YPF, Pampa, and Pan American Sur unanimously approved the construction of the Vaca Muerta Oleoducto Sur crude oil export pipeline (“VMOS Project”). The VMOS Project is expected to span approximately 437 kilometers and will include a loading and unloading terminal with interconnected monobuoys, as well as a tank and storage yard. The VMOS Project is expected to have an initial transportation capacity of up to 550,000 bbl/d during commercial operations, with the potential to expand to 700,000 bbl/d if required (“VMOS Project Expansion”). As of the date of this annual report, the project progress is estimated at 50%, and according to the current construction schedule, commercial operations are expected to commence by mid-2027. The VMOS Shareholders have committed an aggregate volume of approximately 490,000 bbl/d of capacity. The estimated total investment required for the VMOS Project is approximately US$3 billion, which is expected to be financed through capital contributions from the VMOS Shareholders and US$2 billion of third-party financing, which has been secured by VMOS. Vista Argentina holds a minority equity interest in VMOS and has secured firm transportation, storage, and dispatch capacity in the VMOS Project for 50,000 bbl/d, with an option to increase its capacity allocation in the event of the VMOS Project Expansion. On December 13, 2024, Vista Argentina entered into a firm crude oil transportation agreement with VMOS under the terms of Decree No. 115/2019, securing the terms and conditions for the transportation, storage, and dispatch of crude oil. VMOS is developing the VMOS Project under the RIGI, in accordance with the provisions of the Ley de Bases, Decree No. 794/2024, and other applicable Argentine regulations, and is therefore classified as a “strategic long-term export project.” On July 8, 2025, VMOS entered into a syndicated loan agreement for US$2 billion to finance the construction of the VMOS Project. The syndicated loan has a five-year term, bears interest at SOFR plus 5.5%, and will finance approximately 70% of the total project capital requirements, with the remaining 30% to be contributed by the VMOS Shareholders. Main Subsidiaries Vista Energy Argentina S.A.U. Vista Energy Argentina S.A.U. (formerly “Vista Oil & Gas Argentina S.A.,” and prior thereto “Petrolera Entre Lomas S.A.”) is an Argentine company with offices in Buenos Aires and Neuquén. As of December 31, 2025, Vista Argentina held working interests in the following concessions: (i) 100% working interest in the exploitation 70
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Table of Contents concessions Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal and Bandurria Norte, located in the Province of Neuquén, (ii) 84.62% working interest in the exploitation concession Coirón Amargo Norte, located in the Province of Neuquén, (iii) 90% working interest in the unconventional exploitation concession Águila Mora, located in the Province of Neuquén, and (v) 1.50% non-operating working interest in the exploitation concession Acambuco, located in the Province of Salta, operated by Pan American Energy LLC (Argentine Branch) (“Pan American”). As a result of the Conventional Assets Transaction, Vista Argentina transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ — Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” As of December 31, 2025, Vista Argentina had 529 direct employees. Vista Energy LACH S.A. (Vista LACH) Vista Energy LACH S.A. (formerly known as Petronas E&P Argentina S.A.) is a company organized and existing under the laws of Argentina dedicated to the E&P of hydrocarbons and the commercialization of oil, natural gas and NGL. As of December 31, 2025, Vista LACH held a 50% non-operating working interest in the exploitation concession La Amarga Chica, located in the Province of Neuquén, operated by YPF. As of December 31, 2025, Vista LACH had 9 direct employees. Vista Energy Holding I, S.A. de C.V. Vista Energy Holding I, S.A. de C.V. (formerly, “Vista Oil & Gas Holding I, S.A. de C.V.”) is a Mexican company with administrative offices in Mexico City incorporated for purposes of, among other things, participating as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. As of December 31, 2025, it held a 100% interest in Vista Argentina and a 100% indirect interest in Aluvional S.A. As of December 31, 2025, Vista Holding I had no employees. Vista Energy Holding II, S.A. de C.V. Vista Energy Holding II, S.A. de C.V. (formerly, “Vista Oil & Gas Holding II, S.A. de C.V.”) is a Mexican company with administrative offices in Mexico City incorporated for purposes of exploring and extracting hydrocarbons in Mexico, as well as to participate as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. It is the holder of 100% working interests in the CS-01 block. On November 6, 2025, Vista submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation as of the date of this annual report. As of December 31, 2025, Vista Holding II had 12 employees. Vista Energy International S.A. VEISA is a company organized and existing under the laws of Uruguay, with offices in Punta del Este, dedicated to the commercialization of crude oil volumes in international markets. As of December 31, 2025, VEISA had 4 employees. Aluvional S.A. Aluvional S.A. is a company organized and existing under the laws of Argentina dedicated to the extraction of sand, stone, pebbles, granitic and/or calcareous materials and other natural resources that are used for the hydraulic stimulation of unconventional oil and gas exploitation, with operations in the Provinces of Neuquén and Río Negro. Aluvional S.A. holds 10-year term mining concessions of over 15 silica sand quarries located in the Province of Río Negro and one mining concession with an indefinite term over one silica sand quarry located in the Province of Neuquén, together with certain additional assets in the Province of Neuquén. Vista Holding I holds a 95% direct interest in Aluvional S.A. The remaining 5% interest is held by Vista Argentina. As of December 31, 2025, Aluvional S.A. had 19 employees. 71
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Table of Contents Corporate Reorganization On December 20, 2024, the Board of Directors of Vista Argentina, Aleph Midstream, and Vista Holding VII S.A.U., along with the management (Gerencia) of AFBN, approved a preliminary merger agreement (“Preliminary Agreement”), pursuant to which the latter three entities would be absorbed by and merged into Vista Argentina, as the surviving entity (the “Corporate Reorganization”). Pursuant to the terms of the Preliminary Agreement, the Corporate Reorganization became effective on January 1, 2025. The Corporate Reorganization was undertaken for intragroup corporate reorganizational purposes. For Argentine corporate law purposes, corporate reorganizations become effective upon the registration with the Public Registry, when the transfer of all assets and liabilities from the absorbed entities to the surviving entity becomes effective. The Corporate Reorganization was registered with the Public Registry on December 23, 2025. For Argentine tax purposes, the effective date of a merger determines the date from which the entities are considered to be operating jointly. Argentina Overview During the year ended December 31, 2025, our production was concentrated in the Neuquina Basin, mostly in our development hub in Vaca Muerta. As of December 31, 2025, we had 228,794 net acres located in the Vaca Muerta shale oil formation in six operated concessions and one non-operated concession: Bajada del Palo Oeste, Bajada del Palo Este, Águila Mora, Aguada Federal, Bandurria Norte, Coirón Amargo Norte and La Amarga Chica, respectively. As of that date, we operated 90% of our shale net acreage. As of December 31, 2025, we had 153 shale oil wells on production targeting the Vaca Muerta formation in Bajada del Palo Oeste, 153 net wells in La Amarga Chica (at our 50% working interest), 26 wells in Bajada del Palo Este, 17 wells in Aguada Federal, two wells in Águila Mora. This, coupled with La Amarga Chica Acquisition, boosted our shale production to 110.7 Mboe/d during 2025, up from 64.1 Mboe/d in 2024, also boosted by strong individual well performance. As of December 31, 2025, we had a significant inventory of up to 1,302 ready-to-drill, short-cycle, drilling locations targeting the Vaca Muerta shale oil formation, which provides us with more than 15 years of drilling inventory at the current drilling pace. Our drilling inventory is currently located in the Bajada del Palo Oeste, La Amarga Chica, Bajada del Palo Este, Aguada Federal, Bandurria Norte, Águila Mora and Corión Amargo Norte blocks. We intend to expand our drilling inventory by testing additional landing zones. See “ —Drilling Activities.” As of December 31, 2025, we also owned working interest in one non-operated conventional asset in the Noroeste Basin. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in the Neuquina basin, effective March 1, 2023. See “ — Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” As of December 31, 2025, our total proved reserves in Argentina were 588.1 MMboe, of which 89% consisted of oil reserves. Our average daily production in Argentina for the year ended December 31, 2025, was 115.1 Mboe/d, of which 86.7% was crude oil, 12.9% natural gas and the remaining 0.5% was NGL. We have reduced our average lifting cost from US$4.6 per boe during the year ended December 31, 2024, to US$4.4 per boe for the year ended December 31, 2025. Crude Oil Production and Natural Gas Production in Argentina The tables below outline the average oil, gas and NGL net production, for the periods ended December 31, 2025, 2024 and 2023. 72
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Table of Contents Average net oil production(Mbbl/d)(1) for the year endedDecember 31, Average net gasproduction (MMm3/d)(1) for the year endedDecember 31, Average net NGLproduction (Mbbl/d)(1) for the year endedDecember 31, 2025 2024 2023 2025 2024 2023 2025 2024 2023 Block Neuquina Basin Bajada del Palo Oeste 51.2 46.1 28.7 1.20 1.05 0.80 0.06 0.05 0.03 La Amarga Chica (2) 28.8 — — 0.64 — — — — — Bajada del Palo Este 12.9 6.0 4.4 0.14 0.06 0.06 0.03 0.02 0.05 Aguada Federal 4.3 2.1 2.3 0.09 0.04 0.05 0.01 0.00 0.00 Águila Mora 0.4 0.7 1.2 0.03 0.04 0.02 0.00 — — Bandurria Norte 0.1 0.0 — — — — — — — Entre Lomas Río Negro (3) 0.3 0.9 1.1 0.09 0.9 0.08 0.34 0.20 0.27 Jagüel de los Machos (3) 0.5 0.7 1.0 0.08 0.05 0.05 0.00 — — 25 de Mayo–Medanito SE (3) 0.5 0.7 1.0 0.03 0.01 0.01 0.00 — — Entre Lomas Neuquén (3) 0.7 0.4 0.4 0.02 0.01 0.02 0.06 0.02 0.06 Jarilla Quemada (3) (4) 0.1 0.1 0.1 0.02 0.01 0.01 0.03 0.00 0.01 Coirón Amargo Norte 0.0 0.1 0.2 0.00 0.00 0.00 0.00 — — Charco del Palenque (3) (4) — — — — — — — — — Noroeste Basin Acambuco 0.0 0.0 0.0 0.02 0.01 0.02 0.06 — — (1) Oil production is comprised of the production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of the production of propane and butane (LPG) and excludes natural gasoline. (2) As from April 1, 2025, 50% of La Amarga Chica production is consolidated following the La Amarga Chica Acquisition. See “ —La Amarga Chica Acquisition.” (3) Assets transferred to Tango, effective March 1, 2023. See “Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” (4) Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). Concessions Our Argentine concession agreements have no change of control provisions, though any assignment of these concessions is subject to prior authorization by the provincial executive branch where the concession is located. For the four years prior to the expiration of each of these concessions, the concession holder must provide technical and commercial justifications for leaving any inactive and non-producing wells unplugged. Each of these concessions can be terminated for default in payment obligations and/or breach of material statutory or regulatory obligations. We may also voluntarily relinquish acreage to the Argentine authorities. As of the date of this annual report, we have working interests in the following oil and gas concessions in Argentina: Bajada del Palo Oeste We are the operator and holder of 100% of the unconventional exploitation concession granted for the Bajada del Palo Oeste block in the Neuquina Basin located in the Province of Neuquén. Bajada del Palo Oeste has 62,641 gross acres with exposure to core shale oil in the Vaca Muerta acreage. Our current drilling inventory targeting the Vaca Muerta shale oil formation amounts to up to 675 locations located in this concession. We intend to expand such drilling inventory by testing additional stacked pay zones. This block has 284.9 MMboe of proved shale reserves and 0.3 MMboe of conventional reserves as of December 31, 2025. Production was 58.8 Mboe/d (of which 87% were oil) for the year ended December 31, 2025 and 61.6 Mboe/d for the fourth quarter of 2025. The 35-year term unconventional exploitation concession was granted to us in December 2019 and expires on December 19, 2053. In connection with the granting of such unconventional concession, as of December 31, 2025, we have already fulfilled the commitment to drill eight horizontal wells for a total investment of US$105.6 and US$14.7 million related facilities. During the year ended December 31, 2025, we completed and tied-in nine pads (BPO-31 to BPO-39), adding 36 shale oil wells and taking the shale oil well count in Bajada del Palo Oeste to 153 at year-end. Total shale production of the block during the year ended December 31, 2025 increased to 58.5 Mboe/d. In November 2025, as a result of a successful pilot in an area of structural faults, we added 125 additional wells to the inventory. 73
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Table of Contents Bajada del Palo Este We are the operator and holder of 100% of the exploitation concession granted for the Bajada del Palo Este block in the Neuquina Basin located in the Province of Neuquén. Bajada del Palo Este has 48,853 gross acres with exposure to shale oil Vaca Muerta acreage. We estimate there are up to 175 well locations to be drilled in this block, of which 25 were incorporated to the well inventory in 2025 as a consequence of the successful pilot drilled in Bajada del Palo Oeste. The block had 98.2 MMboe of reserves (100% shale) as of December 31, 2025. Production from Bajada del Palo Este was 13.8 Mboe/d (of which 93% was oil) for the year ended December 31, 2025 and 13.8 Mboe/d for the fourth quarter of 2025. During the year ended December 31, 2025, we completed and tied in three pads (BPE-8 and BPE-10), adding nine shale oil wells, therefore increasing the total number of shale oil wells in Bajada del Palo Este to 26 by year-end. The 35-year term unconventional exploitation concession was granted on December 20, 2018, and expires on December 19, 2053. The unconventional exploitation concession includes a commitment to perform an initial pilot plan, during which Vista committed to (i) drill five new horizontal wells, and (ii) construct surface facilities, for a total investment of approximately US$51.9 million. As of the date of this annual report, we have no pending commitments in this block. Aguada Federal Aguada Federal is an unconventional exploitation concession in the Neuquina Basin located in the Province of Neuquén, covering approximately 24,058 gross acres. On September 16, 2021, we acquired a 50% non-operated working interest in Aguada Federal from ConocoPhillips Petroleum Holdings B.V. (“ConocoPhillips”). On January 7, 2022, we acquired an additional 50% non-operated working interest from Wintershall DEA Argentina S.A. and, therefore, as of such date, we became the operator and sole concession holder of the block. The block had 49.0 MMboe of proved reserves, as of December 31, 2025. Production was 4.9 Mboe/d (of which 88% were oil) for the year ended December 31, 2025 and 7.4 Mboe/d for the fourth quarter of 2025. As of December 31, 2025 we had tied-in 17 shale wells in the block. We estimate that there are up to 150 well locations to be drilled in this block. The concession expires on December 20, 2050. 74
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Table of Contents As of the date of this annual report, we have no pending commitments in this block. Águila Mora We are the operator and holder of a 90% participation interest in the unincorporated joint venture with Gas y Petróleo del Neuquén S.A. (“G&P”) (which owns the remaining 10% participation interest) for the unconventional exploitation concession over the Águila Mora block in the Neuquina Basin located in the Province of Neuquén, which covers approximately 23,475 gross acres. The block had 0.2 MMboe of proved reserves, as of December 31, 2025. Production was 0.6 Mboe/d (of which 71% were oil) for the year ended December 31, 2025 and 0.4 Mboe/d for the fourth quarter of 2025. As of December 31, 2025, we had tied-in two shale wells in the block. We estimate there are up to 100 well locations to be drilled in this block. The concession expires on November 28, 2054. On November 29, 2019, the Province of Neuquén issued the Decree No. 2597 pursuant to which G&P was granted an unconventional exploitation concession over the Águila Mora block for a term of 35 years (renewable upon termination and subject to certain conditions for successive 10-year extensions) in replacement of the existing exploration permit over the block. G&P holds the mining rights over Águila Mora. Vista (i) holds a 90% working interest in a joint venture with G&P for the E&P of the hydrocarbons in Águila Mora; and (ii) is the operator of Águila Mora. The abovementioned unconventional exploitation concession includes the commitment to perform an initial pilot, during which Vista committed to (i) return to production three wells previously drilled and completed by the former operator, (ii) drill two new horizontal wells, and (iii) build surface facilities, for a total investment of approximately US$32.8 million. As of the date of this annual report, we have no pending commitments. Bandurria Norte Bandurria Norte is an unconventional exploitation concession in the Neuquina Basin located in the Province of Neuquén, which covers approximately 26,404 gross acres. On September 16, 2021, we acquired a 50% non-operated working interest in the Bandurria Norte concession from ConocoPhillips. On January 17, 2022, we acquired an additional 50% working interest from Wintershall DEA Argentina S.A. and we became, as of such date, the operator and sole concession holder of the block. As of December 31, 2025, the block had no proved reserves. Total production was 0.1 Mboe/d (100% representing oil) for the year ended December 31, 2025, and nil for the fourth quarter of 2025. Since 2017, a total of four horizontal wells have been drilled in this concession, all of which proved hydrocarbon production, prior to being shut-in in 2019. We estimate there are up to 150 well locations to be drilled in this block. The concession expires in 2050. As of the date of this annual report, we have no pending commitments in this block. Coirón Amargo Norte We are the operator and holder of an 84.6% working interest in the unincorporated joint venture for the exploitation concession for Coirón Amargo Norte in the Neuquina Basin located in the Province of Neuquén, which covers approximately 26,598 gross acres. As of December 31, 2025, this block had no proved reserves. Production was 0.008 Mboe/d (100% representing oil) for the year ended December 31, 2025, and nil for the fourth quarter of 2025. The concession expires on February 22, 2037. Based on the solid productivity results of our pilot in Bajada del Palo Este, we have added 80 well locations to the drilling inventory in Coirón Amargo Norte. As of the date of this annual report, there are no pending capital commitments in this block. 75
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Table of Contents La Amarga Chica On April 15, 2025, as a result of the La Amarga Chica Acquisition, Vista Argentina, through Vista LACH, became the owner of the 50% non-operated working interest in La Amarga Chica, located in Vaca Muerta, Neuquén Province, which covers approximately 46,404 gross acres. The remaining 50% working interest corresponds to YPF, which is the operator of the block. By Decree of the Province of Neuquén No. 2963/14, YPF was granted a concession for the unconventional exploitation of hydrocarbons on La Amarga Chica for a term of 35 years, expiring on December 19, 2049. Subsequently, by Decree No. 772/15 dated April 24, 2015, the Province of Neuquén authorized YPF, as holder of La Amarga Chica, to assign 50% of the total rights, titles and obligations to Vista LACH. As of the date of this annual report, there are no pending capital commitments in the block. As of December 31, 2025, this block had 151.3 MMboe proved reserves at our 50% working interest. La Amarga Chica had a net production of 41.1 Mboe/d for the year ended December 31, 2025, of which 32.9 Mboe/d (88% of oil) were attributable to Vista considering consolidation since April 1, 2025, and 48.6 Mboe/d for the fourth quarter of 2025. We estimate that La Amarga Chica has 323 well locations in its inventory (at 50% working interest). Acambuco We hold a 1.5% working interest in the unincorporated joint venture for the exploitation concession for Acambuco in the Noroeste Basin located in the Province of Salta, which covers approximately 293,747 gross acres. The operator of this block is Pan American which holds a 52% interest. The remaining interests are held by YPF, which holds 22.5% interest, Shell Argentina, which holds 22.5%, and Northwest Argentina, which holds the remaining 1.5% interest. As of December 31, 2025, this block had proved net reserves of 0.4 MMboe. Net production was 0.1 Mboe/d (10% representing oil) for the year ended December 31, 2025, and 0.1 Mboe/d for the fourth quarter of 2025. San Pedrito Exploitation lot under the Acambuco concession expires in 2036, whereas the Macueta Exploitation lot, also under the Acambuco concession, expires in 2040. As of the date of this annual report, there are no pending capital commitments in this block. On April 7, 2026, the Company, through its subsidiary Vista Argentina, entered into an agreement with Pan American Energy, S.L. Argentine Branch, for the assignment of a 1.5% non-operated interest in the conventional exploitation concession Acambuco. The assignment is subject to the fulfillment of certain conditions precedent, and the total price amounts to US$600,000, payable by Pan American Energy, S.L. Argentine Branch within 10 business days of the closing of such assignment. CAT Exploitation Concessions As a result of the Conventional Assets Transaction, effective March 1, 2023, Tango became the operator of the following concessions in the Neuquina basin, in Argentina: Entre Lomas Neuquén, located in the Province of Neuquén, and Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE, each located in the Province of Río Negro. Vista remains the concession title holder until no later than the final closing date on February 28, 2027, when the CAT Exploitation Concessions will be transferred to Tango, subject to provincial approvals. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” On December 6, 2024, pursuant to Decree No. 491/2024, the Province of Río Negro approved a 10-year extension in favor of Vista Argentina for its non-operated conventional exploitation concessions in the following areas: (i) Entre Lomas Río Negro and 25 de Mayo–Medanito SE, together with their associated transportation concessions, each extended until 2036; and (ii) Jagüel de los Machos, extended until 2035. In connection with the extension of these concessions, the Company assumed additional investment commitments, as described below. 76
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Table of Contents As of December 31, 2025, the Company had the following pending commitments, including those assumed under the terms of the above- mentioned concession extensions. In Entre Lomas, Río Negro, the Company is committed to drilling and completing four development wells with an estimated cost of US$10.5 million, executing 17 well workovers and abandoning 12 wells for an estimated cost of US$7.7 million, and investing in new and existing facilities for an estimated cost of US$3.1 million. In 25 de Mayo–Medanito SE and Jagüel de los Machos, the Company is committed to drilling and completing five development wells with an estimated cost of US$7.7 million, executing 11 well workovers and abandoning 19 wells for an estimated cost of US$6.6 million, and investing in new and existing facilities for an estimated cost of US$1.4 million. Pursuant to the Conventional Assets Transaction Agreement, Tango has assumed all investment commitments, as well as costs, taxes, and royalties related to the CAT Exploitation Concessions. Vista retains the right to explore and develop the Vaca Muerta formation in the CAT Exploitation Concessions and seek to obtain one or more independent and separate unconventional concessions to develop such resources. Overview of Exploitation Concessions in Argentina For an overview of the framework governing oil and gas exploitation concessions in Argentina, see “ — Industry and Regulatory Overview —Oil and Gas Regulatory Framework in Argentina.” Mexico CS-01 Block We hold a 100% interest in the license agreement originally entered into with CNH (and currently administered by SENER) for block CS-01. The block covers approximately 14,332 gross acres and is located in the state of Tabasco. As of December 31, 2025, the block had no proved reserves. During 2025, average production of CS-01 was 0.4 Mboe/d (97% representing oil). This license agreement will terminate in 2047. As of the date of this annual report, we have no pending investment commitments. On November 6, 2025, Vista submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation as of the date of this annual report. Oil and Natural Gas Reserves Reserves The information included in this annual report regarding proved reserves is derived from estimates of the proved reserves as of December 31, 2025, in the 2025 Reserves Report prepared by D&M. The 2025 Reserves Report is included as Exhibit 99.1 to this annual report. D&M is an independent reserves engineering consultant. The 2025 Reserves Report is based on information provided by us and presents an appraisal as of December 31, 2025, of oil and gas reserves located in the Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal, Águila Mora, Bandurria Norte, Coirón Amargo Norte, Entre Lomas Río Negro, Entre Lomas Neuquén, Charco del Palenque, Jarilla Quemada, Jagüel de los Machos, 25 de Mayo–Medanito SE, Acambuco, and La Amarga Chica concessions, all of which are located in Argentina and of our oil and gas reserves located in the CS-01 block in Mexico. We believe our evaluators’ estimates of remaining proved recoverable oil and gas reserve volumes to be reasonable. Pursuant to Rule 4-10 of Regulation S-X, promulgated by the SEC, proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. 77
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Table of Contents The Company considers that its remaining estimated volumes of oil and gas proved recoverable reserves are fair and that these estimates were prepared according to SEC regulations and ASC 932, as amended. Consequently, crude oil prices used in determining proved reserves were the average price during the 12 months prior to the end date of December 31, 2025, and 2024, respectively, determined as an unweighted average of the first day of the month for each month within these periods. Moreover, since there are no natural gas prices available in the benchmark market in Argentina, we used the average gas prices for the previous year to determine gas reserves. In addition, for certain gas volumes, Vista will obtain an incentive price subsidized by the Argentine government through Plan GasAr round. A weighted average price is estimated for certain areas per subsidized and unsubsidized volume. The following table sets forth summary information about the oil and natural gas net proved developed and undeveloped reserves of the assets owned by Vista in Argentina and Mexico as of December 31, 2025. The proved developed and undeveloped reserves estimates included below were calculated based on their respective working interest percentages. Crude oil,condensateand NGL(1) (MMbbl) Consumptionplus naturalgas sales(2) (MMboe) Consumptionplus naturalgas sales(2) (Bcf) Totalprovedreserves(MMboe) % Oil Net Proved developed: 208.4 24.1 135.2 232.5 90% Argentina 208.4 24.1 135.2 232.5 90% Mexico — — — — — Net Proved undeveloped: 314.7 41.0 230.2 355.7 88% Argentina 314.7 41.0 230.2 355.7 88% Mexico — — — — — Total Net Proved 523.0 65.1 365.2 588.1 89% Argentina 523.0 65.1 365.2 588.1 89% Mexico — — — — — Total figures may not add up due to rounding. (1) Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented 2.2% of our proved developed and undeveloped reserves as of December 31, 2025, respectively. (2) Natural gas consumption represented 10% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2025, and 12% as of December 31, 2024. As of December 31, 2025, the oil and gas proved reserves of the assets we own a total of 588.1 MMboe (523.0 MMbbl of oil, condensate and NGL and 365.3 Bcf, or 65.1 MMboe of gas). Proved developed reserves were 232.5 MMboe, whereas proved undeveloped reserves were 355.7 MMboe, representing 60% of our total proved reserves. As of December 31, 2025, our implied reserves replacement ratio was 605%, with a total of 698 booked net well locations, comprising 357 net well locations classified as proved developed and 341 as proved undeveloped, both including La Amarga Chica locations at 50% working interest. The organic reserve replacement ratio, that is, excluding the incorporation of reserves from La Amarga Chica Acquisition and the Trafigura Agreement, was 260%. Total Proved Developed Total Proved Undeveloped Total Proved Crude oil,condensateandNGL(1) Consumptionplus natural gassales(2) Total ofoil andgasproveddevelopedreserves Crude oil,condensateandNGL(1) Consumption plusnatural gassales(2) Total of oiland gasprovedundevelopedreserves Crude oil,condensateandNGL(1) Consumption plusnatural gas sales(2) Total ofoil andgasprovedreserves (MMbbl) (MMboe) (Bcf) (MMboe) (MMbbl) (MMboe) (Bcf) (MMboe) (MMbbl) (MMboe) (Bcf) (MMboe) Argentina: Bajada del Palo Oeste 99.9 12.4 69.7 112.3 148.5 24.4 137.2 172.9 248.4 36.9 206.9 285.3 La Amarga Chica 77.2 7.0 39.5 84.2 61.7 5.4 30.3 67.1 138.9 12.4 69.7 151.3 Bajada del Palo Este 22.0 1.0 5.7 23.0 69.7 5.6 31.6 75.3 91.6 6.6 37.3 98.3 Aguada Federal 7.6 1.1 6.0 8.7 34.7 5.5 31.1 40.3 42.4 6.6 37.1 49.0 Entre Lomas Rio Negro 0.8 1.1 6.3 1.9 0.0 0.0 0.0 0.0 0.8 1.1 6.3 1.9 25 de Mayo–Medanito SE 0.3 0.4 2.5 0.7 0.0 0.0 0.0 0.0 0.3 0.4 2.5 0.7 Jagüel de los Machos 0.3 0.4 2.4 0.7 0.0 0.0 0.0 0.0 0.3 0.4 2.4 0.7 Acambuco 0.0 0.3 1.8 0.4 0.0 0.0 0.0 0.0 0.0 0.3 1.8 0.4 Águila Mora 0.1 0.0 0.3 0.2 0.0 0.0 0.0 0.0 0.1 0.0 0.3 0.2 Charco del Palenque 0.1 0.1 0.4 0.1 0.0 0.0 0.0 0.0 0.1 0.1 0.4 0.1 78
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Table of Contents Total Proved Developed Total Proved Undeveloped Total Proved Crude oil,condensateandNGL(1) Consumption plusnatural gassales(2) Total ofoil andgasproveddevelopedreserves Crude oil,condensateandNGL(1) Consumption plusnatural gassales(2) Total of oiland gasprovedundevelopedreserves Crude oil,condensateandNGL(1) Consumption plusnatural gas sales(2) Total ofoil andgasprovedreserves (MMbbl) (MMboe) (Bcf) (MMboe) (MMbbl) (MMboe) (Bcf) (MMboe) (MMbbl) (MMboe) (Bcf) (MMboe) Entre Lomas Neuquén 0.1 0.1 0.3 0.1 0.0 0.0 0.0 0.0 0.1 0.1 0.3 0.1 Jarilla Quemada 0.0 0.1 0.4 0.1 0.0 0.0 0.0 0.0 0.0 0.1 0.4 0.1 Coirón Amargo Norte 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Bandurria Norte 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Argentina Subtotal 208.4 24.1 135.2 232.5 314.7 41.0 230.2 355.7 523.0 65.1 365.3 588.1 Mexico: CS-01 — — — — — — — — — — — — Mexico Subtotal — — — — — — — — — — — — Total 208.4 24.1 135.2 232.5 314.7 41.0 230.2 355.7 523.0 65.1 365.3 588.1 (1) Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented 2.2% of our proved developed and undeveloped reserves as of December 31, 2025. (2) Natural gas consumption represented 10% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2025, and 12% as of December 31, 2024. Changes in our proved undeveloped reserves during the year ended December 31, 2025 As of December 31, 2025, we had an estimated volume of proved undeveloped reserves of 355.7 MMboe. This compares to an estimate of proved undeveloped reserves of 246.0 MMboe as of December 31, 2024. The total increase of 109.7 MMboe (+101.2 MMbbl of crude oil, condensate and NGL and +47.6 Bcf of natural gas) in proved undeveloped reserves in 2025 is attributable to: Argentina: • An increase of 73.3 MMboe (+66.0 of crude oil, condensate and NGL and +40.9 Bcf of natural gas) due to extensions and discoveries, mainly related to the drilling activity targeting the Vaca Muerta formation in: (a) the Bajada del Palo Oeste concession (+41.6 MMbbl of crude oil, condensate and NGL and +30.2 Bcf of natural gas), (b) the Bajada del Palo Este concession (+19.4 MMbbl of crude oil, condensate and NGL and +8.5 Bcf of natural gas) and (c) the Aguada Federal concession (+5.0 MMbbl of crude oil, condensate and NGL and +2.2 Bcf of natural gas); • An increase of 72.2 MMboe (+65.0 MMbbl of crude oil, condensate and NGL and +40.6 Bcf of natural gas), resulting from the La Amarga Chica Acquisition; • A decrease of 28.9 MMboe (-24.5 MMbbl of crude oil, condensate and NGL and -24.5 Bcf of natural gas), resulting from (i) the conversion of proved undeveloped reserves to proved developed reserves generated by the successful drilling of Vaca Muerta unconventional wells, including (a) 4 wells in Aguada Federal (-2.3 MMbbl of crude oil, condensate and NGL and -1.4 Bcf of natural gas); and (b) 22 wells in Bajada del Palo Oeste (-19.0 MMbbl of crude oil, condensate and NGL and -12.8 Bcf of natural gas); and (ii) development progress and revisions to the undeveloped proved well inventory in La Amarga Chica, including 45 horizontal wells connected following Vista’s acquisition and the addition of 38 horizontal wells to the undeveloped proved well inventory (-3.3 MMbbl of crude oil, condensate and NGL and -10.3 Bcf of natural gas). Mexico: • A decrease of 6.9 MMboe (-5.3 MMbbl of crude oil, condensate and NGL and -9.4 Bcf of natural gas) to zero MMboe, related to changes in the development plan, related to the submission of a notice of irrevocable relinquishment of the CS-01 block to the SENER on November 6, 2025, which is pending confirmation to the date of issuance of this annual report. 79
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Table of Contents During 2025, we invested US$564.6 million (corresponding to the drilling, completion and tie-in activities and tie-in facilities of 56 net new shale wells) to convert proved undeveloped reserves to proved developed reserves. During 2024, we invested US$442.1 million (corresponding to the drilling, completion and tie-in activities of 26 gross or net new shale wells) to convert proved undeveloped reserves to proved developed reserves. We plan to put 100% of our reported 2025 year-end proved undeveloped reserves into production through activities to be implemented within five years of initial disclosure. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” Reserves Estimation Process—Internal Controls We maintain an internal staff of petroleum engineers and geoscience professionals who work closely with our independent reserves engineering consultants to ensure the integrity, accuracy and timeliness of data used by our independent reserves engineering consultants in their estimation process and who have knowledge of the specific properties under evaluation. Our Chief Operations Officer, Matías Weissel, is primarily responsible for overseeing the preparation of our reserves estimates and for the internal control over our reserves estimation. He has more than 15 years of experience in E&P. See “Item 6—Directors, Senior Management and Employees—Executive Team.” In order to ensure the quality and consistency of our reserves estimates and reserves disclosures, we maintain and comply with a reserves process that satisfies the following key control objectives: • estimates are prepared using generally accepted practices and methodologies; • estimates are prepared objectively and free of bias; • estimates and changes therein are prepared on a timely basis; • estimates and changes therein are properly supported and approved; and • estimates and related disclosures are prepared in accordance with regulatory requirements. Throughout each fiscal year, our technical team meets with Independent Qualified Reserves Engineers, who are provided with full access to complete and accurate information pertaining to the properties to be evaluated and all applicable personnel. This independent assessment of the internally-generated reserves estimates is beneficial in ensuring that interpretations and judgments are reasonable and that the estimates are free of preparer and management bias. Recognizing that reserves estimates are based on interpretations and judgments, there might be differences between the proved reserves estimates prepared by us and those prepared by an Independent Qualified Reserves Engineer. Although such differences were discussed in the technical meetings, the reports include figures estimated by our Independent Qualified Reserves Engineer. Once the process is finished, the Independent Qualified Reserves Engineer sends a preliminary copy of the reserves report to members the Executive Team for review. Independent Reserves Engineer Consultants The 2025 reserves estimates of the assets we own in Argentina and Mexico were certified by D&M, a global oil and gas consultancy that has been offering technical, commercial, and strategic advice to the oil and gas industry since 1936. Vista asked D&M to prepare the 2025 Reserves Report which was issued on January 26, 2026, covering reserves as of December 31, 2025, of the assets we own in Argentina and Mexico. For the year ended December 31, 2025, the technical person within the third-party engineering firm overseeing the preparation of the reserves estimates presented in our filing for Argentina and Mexico was Mr. Juan Pablo Francos. For disclosure describing the qualifications of D&M’s technical person primarily responsible for overseeing our reserves evaluation, see Exhibit 99.1 to this annual report. 80
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Table of Contents Technology Used in Reserves Estimation According to SEC guidelines used in the preparation of the 2025 Reserves Report, proved reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with “reasonable certainty” to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within five years. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. There are various generally accepted methodologies for estimating reserves including volumetric, decline analysis, material balance, simulation models and analogies. Estimates may be prepared using any deterministic methods. The particular method chosen should be based on the evaluator’s professional judgment as being the most appropriate, given the geological nature of the property, the extent of its operating history and the quality of available information. It may be appropriate to employ several methods in reaching an estimate for the property. Estimates must be prepared using all available information (open and cased hole logs, core analyses, geologic maps, seismic interpretation, production/injection data and pressure test analysis). Supporting data, such as working interest, royalties and operating costs, must be maintained and updated when such information changes materially. Our estimated proved reserves as of December 31, 2025 included in the 2025 Reserves Report are based on estimates generated through the integration of available and appropriate data, utilizing well-established technologies that have been demonstrated in the field to yield repeatable and consistent results. Data used in these integrated assessments include information obtained directly from the subsurface via wellbore, such as well logs, reservoir core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and performance information. The data utilized also includes subsurface information obtained through indirect measurements, including high quality 2-D and 3-D seismic data, calibrated with available well controls. Where applicable, geological outcrop information was also utilized. The tools used to interpret and integrate all this data included both proprietary and commercial software for reservoir modeling, simulation and data analysis. In some circumstances, where appropriate analog reservoir models are available, reservoir parameters from these analog models were used to increase the reliability of our reserves estimates. Acreage As of December 31, 2025, our total developed and undeveloped operated acreage in Argentina and Mexico, both gross and net, was as follows: Total Acreage Total Developed Acreage Total Undeveloped Acreage Gross Net Gross Net Gross Net Argentina 212,029 205,592 42,482 42,395 169,547 163,196 Mexico 14,332 14,332 13,591 13,591 10,741 10,741 Figures are approximate amounts. As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and, as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, these assets had a combined gross acreage of 699,350, of which 149,206 acres were developed and 550,144 acres were undeveloped. 81
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Table of Contents As of December 31, 2025, our total net shale acreage was 228,794 acres, including 205,592 in our operated assets and 23,202 in La Amarga Chica. Productive Wells As of December 31, 2025, we owned and operated 371 gross productive wells, 369 net productive wells and three injector wells. Below is a table showing our total gross and net operated productive wells in Argentina and Mexico as of December 31, 2025. The table includes the total gross and net operated productive wells by us and our subsidiaries. We did not drill any exploratory wells as of December 31, 2025. Oil Gas Total Gross Net Gross Net Gross Net Argentina 340 338 31 31 371 369 Mexico — — — — — — Figures are approximate amounts. As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and, as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, these assets had a total of 872 gross productive wells. Present Activities The following table shows the number of wells in Argentina and Mexico, operated by Vista, that are in the process of being drilled or were in active completion stages, and the number of wells suspended or waiting on completion as of December 31, 2025. For more information on our present activities, see “ —Drilling Activities.” Wells in process of being drilled orin active completion in Argentina Wells in process of being drilled orin active completion in Mexico Oil wells Gross 25 — Net 25 — Gas wells 0 Gross 0 — Net — As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “Business Overview— Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, these assets had a total of 17 gross wells in process of being drilled or in active completion. 82
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Table of Contents Production The following tables set forth information on our oil and natural gas production volumes in Argentina and Mexico for the years ended December 31, 2025, December 31, 2024 and December 31, 2023. Production of Crude Oil(1) (in thousands barrels) Production of Natural gassales(2) (in millions of cubic feet) Block Workinginterest Operator 2025 2024 2023 2025 2024 2023 Argentina Neuquina Basin Bajada del Palo Oeste 100% Vista 18,677.95 16,868.65 10,501.18 15,471.62 13,570.83 10,293.94 La Amarga Chica(3) 50% YPF 10,528.12 — — 8,227.34 — — Bajada del Palo Este -(4) Vista 4,707.11 2,190.28 1,623.49 1,857.85 733.45 813.83 Aguada Federal 100% Vista 1,553.42 1,565.54 1,673.56 1,196.96 1,067.97 1,233.63 Águila Mora 90% Vista 145.86 238.50 428.01 334.24 520.39 287.27 Bandurria Norte 100% Vista 43.57 2.48 — — — — Entre Lomas Río Negro -(4) Tango(4) 245.70 320.97 500.42 1,190.01 1,199.41 1,065.73 Jagüel de los Machos -(4) Tango(4) 180.22 248.79 352.14 1,000.77 635.16 594.19 25 de Mayo–Medanito SE -(4) Tango(4) 191.62 256.49 373.90 363.14 126.67 166.53 Entre Lomas Neuquén -(4) Tango(4) 99.28 131.68 170.82 202.88 132.00 200.85 Jarilla Quemada(5) -(4) Tango(4) 24.70 30.85 43.65 282.87 123.92 150.08 Coirón Amargo Norte 86.4% Vista 3.04 25.39 60.57 — 27.43 14.55 Charco del Palenque(5) -(4) Tango(4) — — — — — — Noroeste Basin Acambuco 1.5% Pan American 5.50 14.45 6.41 264.42 180.31 304.00 Mexico CS-01 100% Vista 131.79 218.76 227.40 23.02 35.03 77.03 (1) Oil production is comprised of production of crude oil, condensate, natural gasoline, and NGLs. (2) Natural gas production excludes natural gas consumption. (3) Starting on April 1, 2025, 50% of La Amarga Chica production is consolidated following the La Amarga Chica Acquisition. See “La Amarga Chica Acquisition.” (4) Assets transferred to Tango, effective on March 1, 2023. See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” (5) Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production). As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” Capital Expenditures As of the year ended December 31, 2025, we invested US$1,330.5 million, of which US$1,141.2 million correspond to drilling and completion activity in Vaca Muerta (including La Amarga Chica), where we connected 74 new net wells during the year. As of the year ended December 31, 2025, capital expenditures in development facilities were US$113.5 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$75.8 million. As of the year ended December 31, 2024, we invested US$1,296.8 million, of which US$996.3 million correspond to drilling and completion activity in Vaca Muerta, where we connected 50 new net wells during the year. As of the year ended December 31, 2024, capital expenditures in development facilities were US$228.8 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$71.6 million. As of the year ended December 31, 2023, we invested US$734.3 million, of which US$501.9 million correspond to drilling and completion activity in Vaca Muerta, where we connected 31 new net wells during the year. 83
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Table of Contents As of the year ended December 31, 2023, capital expenditures in development facilities were US$168.7 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$63.7 million. Drilling Activities As of the date of this annual report, our drilling activities are concentrated in Argentina. During the year ended December 31, 2025, as operators, we drilled 49 net wells in Argentina and zero net wells in Mexico and performed zero workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations. During the year ended December 31, 2024, as operators, we drilled 50 net wells in Argentina and zero net wells in Mexico and performed zero workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations. During the year ended December 31, 2023, as operators, we drilled 32 net wells in Argentina and six net wells in Mexico and performed one workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations. The tables below set forth the number of net wells drilled by us as operators in each of the last three years, by type (development or exploratory) and productivity (productive or dry). Argentina For the Year EndedDecember 31, Oil development netwell – productive Gas development netwell – productive Oil development netwell – dry Gas development netwell – dry Exploratory net well –productive Exploratory net well –dry 2023 32 0 0 0 0 0 2024 50 0 0 0 0 0 2025 49 0 0 0 0 0 Mexico (1) For the Year EndedDecember 31, Oil development netwell –productive Gas development netwell – productive Oil development netwell – dry Gas development netwell – dry Exploratory net well –productive Exploratory net well –dry 2023 0 0 0 0 6 0 2024 0 0 0 0 0 0 2025 0 0 0 0 0 0 (1) On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation to the date of issuance of this annual report. As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “Business Overview— Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, 51 gross wells were drilled in these assets. One Team Contracts We use a contracting approach (“One Team Contracts”) which aims to align the economic interest of Vista and key contractors through performance-based remunerations. Operationally, we aim to integrate our operating team with our service providers’ team by sharing common objectives and goals and by using same key performance indicators, which provide economic incentives to the personnel of all companies working under the One Team Contracts scope. 84
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Table of Contents Transportation and Treatment We treat and transport our oil, gas and water production in existing facilities that have sufficient capacity to process and deliver our current hydrocarbon production. The existing treatment facilities we operate are comprised of several oil and gas pipelines, nine tank batteries distributed throughout the blocks, two oil treatment plant, two water treatment plants and six gas compression stations. All multiphase production from Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal and Coirón Amargo Norte is gathered at primary separation batteries. The oil is then transported via pipeline to two oil treatment plants (“OTP”): Entre Lomas OTP and Bajada del Palo Oeste OTP. Entre Lomas OTP has a processing capacity of 75,000 barrels per day, where it is treated to meet sales specifications. Oil for sale is subsequently piped from the Entre Lomas processing plant and injected into the Oldelval pipeline system. Bajada del Palo Oeste OTP was commissioned in 2024 and currently has a capacity of 28,000 barrels per day. Oil for sale from this facility is piped and injected into the VMON pipeline, which connects to Chile through the Trasandino pipeline. Water is treated at, and pumped to disposal wells from, the Bajada del Palo Oeste water treatment plant (PIAS Borde Montuoso; 28,000 bbl/d capacity) and the Entre Lomas water treatment plant (80,000 bbl/d capacity). Gas production from Bajada del Palo Oeste, Bajada del Palo Este and Aguada Federal is compressed and dehydrated in five compressor stations. Gas for sale is injected into Transportadora de Gas del Sur (“TGS”) Vaca Muerta system at Tratayen for further treatment, and finally injected into the TGS or Transportadora de Gas del Norte (“TGN”) systems. Part of the gas production from Aguada Federal is boosted and sent to a low-pressure gathering system in a neighboring block. Gas is then treated and compressed into TGS sales pipelines. Gas from Bajada del Palo Este production is injected into Entre Lomas gas treatment plant (45 MMscf/d capacity), which injects gas into the TGS system. Gas from Coirón Amargo Norte is dehydrated and injected into the TGN Centro Oeste system. Águila Mora production is separated in the block. Gas is compressed, dehydrated and injected into a gas pipeline on a neighboring block, which injects into the TGS system. Oil and water produced in Águila Mora are trucked to a tank battery at Bajada del Palo Oeste, where fluids are incorporated into the Bajada del Palo Oeste systems described above. As a result of the Conventional Assets Transaction with Tango, the gas complex in Entre Lomas Central Production Facility is now operated by Tango. Vista Argentina and Tango have signed two agreements, whereby (i) Tango will treat and dispatch the natural gas corresponding to Vista Argentina injected at the Entre Lomas Central Production Facility, and (ii) Vista Argentina will treat and transport the crude oil and water corresponding to Tango produced at Agua Amarga and Entre Lomas. La Amarga Chica block has nine primary separation batteries. Liquid production is pumped to two central processing facilities, each one with an oil treatment capacity of 75,000 Mbbl/d. Oil in spec is pumped to (i) VMOC pipeline which connects with Oldelval pipeline system, (ii) VMON pipeline, which connects to Chile through the Trasandino pipeline and to YPF’s Luján de Cuyo refinery. Gas production is compressed at each primary separation unit and sent via pipeline to YPF’s systems in neighboring blocks, where it is conditioned for sales and injected into TGS and TGN systems. Production water is treated at both central processing facilities and pumped to disposal wells. Midstream Once treated, we use the basin oil pipeline system and oil tankers to transport oil to our customers. Oil is customarily sold through contracts whereby producers are responsible for transporting produced oil from the field to refinery gate or a port for shipping, with all costs and risks associated with transportation borne by the producer. Gas, however, is typically sold at the point of injection of the gas pipeline system near the oil field and, therefore, the customer bears all transportation costs and risks associated therewith. Oil and gas transportation in Argentina partly operates in an “open access” non-discriminatory environment under which producers have equal and open access to the transportation infrastructure. Under certain open access rules, transportation capacity can be secured by oil producers if oil production levels are sustained month over month. 85
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Table of Contents As of the date of this annual report, we have secured open access capacity in the Oldelval pipeline. In addition, we maintain storage capacity at the oil terminal located in Puerto Rosales, near Bahía Blanca from which oil is delivered to our end customers. As of the date of this annual report, our existing capacity in Oldelval was 111 Mbbl/d, including 62 of open access (includes 9 Mbbl/d corresponding to friction-reducing agents in use as of May 2024) and 49 Mbbl/d of firm capacity related to the Duplicar project, which became fully online during March 2025. In addition, we hold 33 Mbbl/d of pipeline capacity in VMON and Trasandino pipelines to access Chile. As a result, as of the date of this annual report, we held approximately 144 Mbbl/d of oil pipeline transportation capacity. We also held approximately 37 Mbbl/d of oil transportation capacity through trucking. Additionally, on December 16, 2024, Vista Argentina entered into an agreement with YPF, Pampa, and Pan American Sur for the construction of the VMOS Project. Subsequently, Pluspetrol, Chevron (through two subsidiaries), Shell (through two subsidiaries), Tecpetrol and Gas y Petróleo del Neuquén S.A. also confirmed their participation. Under this agreement, the Company was allocated firm transportation, storage, and dispatch capacity of 50 Mbbl/d in the VMOS Project. The project is expected to have a total capacity of 550 Mbbl/d in its first stage, which is anticipated to be fully operational by mid-2027. See “—Vaca Muerta Oleoducto Sur Project.” (1) Based on contracts signed by Vista and data provided by project operators. Actual delivery dates and capacity might change subject to execution. (2) Oldeval pipelines include 9 Mbbl/d corresponding to friction-reducing agents in use as of May 2024. For more detail on the midstream infrastructure network in Argentina, see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Frameworks in Argentina—Oil Midstream and Downstream.” Delivery Commitments We are committed to providing fixed and determinable quantities of crude oil, natural gas and NGL in the near future under a variety of contractual arrangements, some of them under firm arrangements and others on a spot basis. Certain of these commitments are with related parties on an intercompany basis. See “Item 7.B—Related Party Transactions.” As of December 31, 2025, 8% of our oil production estimated for 2026 was subject to monthly delivery commitments in the domestic market and 26% of our oil production was subject to delivery commitments in the international markets. According to our estimates, as of December 31, 2025, our contractual delivery commitments could be met with our own production. 86
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Table of Contents Additionally, on December 4, 2025, Vista LACH, together with YPF, Shell Argentina and Equinor Argentina S.A.U., entered into an agreement with Empresa Nacional de Petróleo to export crude oil to Chile. The aggregated volume committed by the parties is 70,000 bbl/d through 2027, 64,630 bbl/d through 2030 and 55,927 bbl/d through June 30, 2033. Each party is severally, and not jointly, responsible for its respective share of the supply obligation. Vista LACH’s share is 21,315 bbl/d through 2030 and 22,437 bbl/d for the remaining term. For natural gas, in April 2025 we signed annual commitments for the period May 2025 to April 2026, which together with the commitments already assumed with the Plan GasAr until 2028, add to approximately 35% of our marketable total production, with seasonal pricing arrangements. Part of the remaining volume will be committed to new sales agreements for the period May 2026 to April 2027 to the industrial segment and, if there are any remaining volumes, they will be sold on the spot market. We intend to rely on our production from our assets and operations in Argentina described under “Business Overview—Our Operations” to satisfy the demand committed under our existing arrangements. Our delivery commitments constitute forward-looking statements that are subject to several risks and uncertainties and are based on information available to us as of the date of this annual report. See “Forward-Looking Statements.” For LPG, our propane and butane production was not subject to delivery commitments during the year ended December 31, 2025. Customers and Marketing Oil Markets In Argentina, our crude oil production was sold both to domestic refineries and export markets during the years ended December 31, 2025, 2024 and 2023. During the year ended December 31, 2025, we exported 61% of our oil sales volumes, compared to 49% in 2024 and 52% in 2023. During the year ended December 31, 2025, 98% of our oil sales volumes were sold at export-parity prices, combining sales to international buyers and domestic buyers paying export-parity prices, compared to 68% in 2024 and 57% during 2023. In the past three years, our main domestic customers were Raizen and Trafigura. In 2025, VEISA, the Company’s dedicated trading arm, started operations. VEISA is a company fully owned by Vista and was established as a part of our export-oriented strategy in order to broaden our market reach and expand our customer base. Approximately 100% of our oil is produced in the Neuquina Basin and is referred to as Medanito crude oil, a light sweet crude oil generally demanded by Argentine refiners in the domestic market, as well as by international refiners. Production from our Neuquina Basin properties is mostly transported to Puerto Rosales, a major industrial port in the southern region of the Province of Buenos Aires through the Oldelval pipeline system, then goes to either the domestic refining market, which processed approximately 540 Mbbl/d during 2025, or to international customers through maritime transportation. Additionally, as of May 2023, we initiated oil exports to Chile through the Trasandino oil pipeline. Even though we prioritize long-term relationships with domestic customers, we have developed relationships with international customers in order to establish a diversified portfolio for our expected production increase in the upcoming years. Natural Gas Markets and NGL In Argentina, we have established a diversified portfolio of customers for natural gas. Our primary customers during the year ended December 31, 2025 were industrial customers, representing 50% of our total natural gas sales volumes for such period. The export market represented 7% of our sales in 2025. In 2024 and 2023, our primary customers were also industrial customers, representing 48% and 45% of our total natural gas sales volumes, respectively. Argentina has a highly developed natural gas market and a sophisticated infrastructure in place to deliver 87
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Table of Contents natural gas to cross-border export markets through several gas pipelines or to industrial and residential customers in the domestic market. As mentioned in other sections of this annual report, the natural gas market in Argentina are regulated by the Argentine government. Even though the Argentine government sets the price at which natural gas producers sell volumes to residential customers, volumes that are sold to industrial and other customers are not regulated and pricing varies with seasonal factors and industry category. We generally sell our natural gas to Argentine customers pursuant to short-term contracts and in the spot market. The Neuquina Basin is served by a substantial gas pipeline network that delivers gas to the Buenos Aires metropolitan and surrounding areas, and the industrial regions of Bahía Blanca and Rosario. Natural gas produced in our Neuquina Basin properties is readily marketed due to accessibility to such infrastructure. Our properties are well situated in the Basin with four major pipelines in close proximity. In relation to the Plan GasAr, on December 22, 2022, through Resolution No. 860/2022 of the SdE, Vista Argentina was awarded a base volume of 0.86 MMcm/d at an annual average price of US$3.29/MMBtu, applicable until December 31, 2024. On April 19, 2023, through Resolution No. 265/2023 of the SdE, the base volume awarded to Vista Argentina was increased to 1.14 MMcm/d, maintaining the annual average price of US$3.29/MMBtu, applicable for a four-year period as from January 1, 2025. See “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Plan GasAr 2020-2024.” Our NGL production is marketed within the Neuquina Basin, mainly sold to fractionators and petrochemical companies. Competition The oil and gas industry is competitive, and we may encounter strong competition from other independent operators and from major oil companies in acquiring and developing concessions or oil agreements. In Argentina, we compete for resources with YPF, Pan American, Pluspetrol, Tecpetrol, Chevron, Pampa, Compañía General de Combustibles, among others. Intellectual Property Our intellectual property is an essential element of our business, and our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality agreements and license agreements to establish and protect our intellectual property rights. As of December 31, 2025, we had all our trademarks duly registered with the regulatory authorities, noting as well that patent applications are not part of our usual business operations. Information Technology We rely on our information technology systems and automated machinery to efficiently manage our production processes and operate our business. Vista is a cloud-native company that has developed a strategy over the years to run its technology stack in a multicloud environment. We use various public cloud providers (e.g., AWS, GCP, and Azure) for digital products and on-premises systems for SCADA and DCS operations. Our partners of choice for high-availability servers and storage include Dell, IBM, and NetApp; for networking and firewalls, we rely on Cisco; and for administrative processes and internal controls, we use SAP and satellite solutions, which standardize our operations across the organization. As with other organizations, our information technology systems are susceptible to damage or interruptions caused by cyber-attacks and security breaches. We adhere to the Cybersecurity Framework developed by the U.S. Department of Commerce’s National Institute of Standards and Technology (“NIST”), and Zero Trust Architecture developed by Cybersecurity and Infrastructure Security Agency (“CISA”). We evaluate, in collaboration with a top-tier third-party consultant, our maturity level against this framework, monitor current cybersecurity trends, and review disclosure research. Our cybersecurity strategy is aligned with NIST’s six core functions, as defined in the February 2024 release (version 2.0), to identify cybersecurity gaps and requirements. In 2025, we achieved a NIST cybersecurity score of 3.6 above our target of 3.5. 88
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Table of Contents We consolidate all information from the various applications and real-time databases, which come from our operational sensors, into multicloud Data Lakes. From there, we perform data integrations, develop products, and create AI solutions with a high-quality, data-driven approach focused on business value. The use of real-time acquired data to enable Near Real-Time decision-making is critical, which is why we have connected our field offices and facilities to the internet via a high-bandwidth fiber optic network (>200mbps) with sufficient redundancy to ensure +95% uptime, in line with our Cloud strategy. We depend on digital technology, including information systems to process financial and operational data, analyze seismic and drilling information, estimate oil and gas reserves, and utilize real-time systems to monitor and control production. Due to the critical nature of this infrastructure and the increased accessibility provided by internet connectivity, our systems are exposed to a heightened risk of cyber-attacks. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry—Our industry has become increasingly dependent on digital technologies to carry out daily operations and is subject to increasing cybersecurity threats “ and “Item 16K—Cybersecurity.” Operational excellence Our operations are supported by an Operating Management System (OMS), which provides a structured framework to manage operational performance, risks and continuous improvement across our activities. The OMS establishes guidelines, processes and controls aimed at ensuring consistency in execution and alignment with our operational objectives. It covers key aspects such as risk identification and management, incident reporting and investigation, and the monitoring of performance indicators. We promote a disciplined approach to operations, supported by defined procedures, periodic training and internal follow up processes. This approach enables the identification of improvement opportunities and supports the implementation of corrective actions where needed. Our focus on operational excellence is aimed at enhancing efficiency, reliability and consistency across our operations, contributing to the overall performance of the Company. Environmental Strategy and Performance At Vista, we make continuous efforts to deliver safe, reliable and affordable energy with lower emissions. Our environmental management approach focuses on minimizing the impact of our operations through emissions reduction and responsible management of water, waste, biodiversity and spills. These priorities are embedded in our operational practices and support the overall performance of the Company. In 2021, we announced our ambition to reduce GHG emissions through a multi-year decarbonization plan. Such plan prioritizes selected projects from our abatement cost curve based on their carbon abatement potential and cost efficiency, targeting a scope 1 and 2 GHG emissions intensity of 7 kgCO2e/boe by 2026. In 2025, we recorded a scope 1 and 2 GHG emissions intensity of 6.8 kgCO2e/boe, representing a 23% reduction compared to 2024. Since 2020, we have reduced our GHG emissions intensity by approximately 80%, as a result of operational improvements and a full focus on shale oil assets. Additionally, we are developing our own portfolio of nature-based solutions (“NBS”) projects to capture carbon in soil and forests. In 2022, we established Aike, a Vista subsidiary dedicated to designing, managing, and executing carbon offset projects, staffed with leading local experts. Aike aims to develop projects of the highest quality, meaning that their impact is measurable, additional, permanent and positive for local communities and biodiversity. We believe NBS represents the most actionable, proven, efficient, and scalable carbon removal alternative currently available. Aike is developing 13 NBS projects in Argentina, across seven provinces (Corrientes, Formosa, Salta, Santa Fe, San Luis, Buenos Aires and Cordoba), including mixed afforestation and reforestation with native and exotic species, forest conservation, improved forest management, and regenerative agriculture and livestock projects. 89
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Table of Contents By developing a top-tier NBS portfolio, we expect to generate a volume of carbon credits to match the size of our residual operational GHG emissions by 2026. Emissions and carbon credits calculation methodology Vista’s GHG emissions inventory reports two of the most prevalent GHG emissions components in oil and gas operations: CH4 and CO2. In addition, the calculated emission totals include N2O as well. Although emissions of the other GHG emissions components may exist in the Company’s operation, their relative contribution to the total GHG emissions is considered immaterial. Emissions from CO2, N2O, and CH4 are calculated and converted into total CO2e emissions by multiplying the emissions of each constituent by its respective global warming potential. The GHG emissions inventory for Vista was developed following best practices and industry guidelines for quantifying, reporting, and managing GHG emissions. Specifically, the Company adheres to: (i) the IPIECA Petroleum Industry Guidelines for Reporting Greenhouse Gas Emissions (2011) and (ii) the American Petroleum Institute (“API”) Compendium of Greenhouse Gas Methodologies for the Oil and Natural Gas Industry (2009). The inventory calculations apply standardized methodologies provided in the API Compendium for Vista’s relevant emission sources, with emission factors derived from published references within the API Compendium. Where actual operational emission factors or parameters are available, these values are incorporated into the GHG emissions inventory to enhance accuracy and representativeness. Vista’s GHG emissions inventory is structured according to the Operational Control approach, meaning each asset owned and operated by the Company is reported at 100% of its emissions in Argentina. Vista’s operated assets in Argentina include the following concessions: Águila Mora, Aguada Federal, Bajada del Palo Oeste, Bajada del Palo Este, Coirón Amargo Norte, and the Entre Lomas treatment plant. Our emissions information excludes the emissions arising from concession areas that we do not operate in Argentina and from our operated asset in Mexico. The GHG emissions inventory is further categorized by emission sources within each area of this organizational structure. Vista’s GHG emission inventory tool is classified into scope 1 and 2 sources, as shown below: GHG Source Category GHG Emissions Sources Scope 1 Sources Stationary combustion Heaters (i.e., treaters and ovens) Gas turbine / centrifugal compressor drivers Internal combustion engines Mobile combustion Automobiles Light duty trucks Flares Flares Fugitives Onshore oil and gas production equipment component leaks (e.g., valves, connectors, open-ended lines, etc.) Venting Glycol dehydrators Natural gas-operated chemical injection pumps Natural gas-operated pneumatic devices Storage tank flashing losses Tank blanketing using natural gas Maintenance and turnaround activities Other venting (i.e., blowdowns and emergency shutdowns) Scope 2 Sources Indirect energy Imported electricity Imported electricity by a third party 90
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Table of Contents Scope 2 emissions correspond to indirect emissions from purchased electricity. The Company reports total GHG emissions using a market- based approach. It should be noted that the inventory excludes GHG emissions sources with insignificant potential for GHG emissions that are immaterial to the total emissions quantified (also referred to as de minimis sources). Examples of insignificant sources include fire-fighting equipment and laboratory equipment. For many GHG emission sources, there are multiple options for determining the emissions, often with different accuracies. In general, emissions from a particular source are derived by applying an emission factor (“EF”) for a specific type of source or event with the corresponding activity factor. EFs used in the calculation methods come from published sources, referenced in the API Compendium and derived from publications by the IPCC, the EIA, the Gas Research Institute, and the U.S. Environmental Protection Agency. Where possible, EFs are derived based on site-specific gas compositional data. In many instances for combustion sources, the CO2 EF represents the application of material balance principles and the assumption that 100% of the carbon available in the fuel stream is oxidized to CO2. In addition, for flaring sources; a destruction efficiency of 98% is assumed to calculate the CH4 EF. After GHG emissions inventory tool is completed and results obtained for every calendar year, a third-party verification is carried out. GHG emission inventory results are only published once the verification is completed, and the calculations verified. Health and Safety Health and Safety is a core priority of our organization and a key component of our operational performance. We are committed to providing our workforce with high standards of occupational health and safety, aligned with industry practices. All employees and contractors across our operations, including offices and field activities, are required to comply with applicable legal requirements, internal policies, standards, procedures, and site access requirements. We aim to maintain TRIR below 1.0 and zero fatalities. Our safety management system is implemented through our OMS framework, designed in accordance with recognized industry guidelines, including those of the IOGP and IPIECA. Through this framework, we implemented standardized processes to identify, assess and manage operational risks, supported by safety procedures and practices such as training, work permits, internal audits, drills, tailgate safety meetings and job safety analysis. In 2025, our TRIR was 0.8 (based on 6.3 million work hours during the period). In 2024 and 2023, our TRIR was 0.6 (based on 6.7 million work hours during the period) and 0.2 (based on 5.6 million work hours during the period), respectively. In 2024, a fatality occurred during a drilling operation conducted by Nabors for Vista. No fatalities involving our employees or contractors related to our operations were recorded in 2025 and 2023. Human Capital and Corporate Responsibility We believe our people are a key driver of our strategy as a high-growth, high-performance company. We focus on attracting, developing and retaining skilled talent, while enhancing learning and optimizing compensation and rewards. We are committed to equipping our employees with the capabilities required to support their development and performance. As technology continues to reshape our industry, acquiring the right skills is essential to maintain competitiveness and operational efficiency. In 2025, we continued strengthening our technical career programs and leadership development initiatives. Throughout the year, we delivered a total of 32,643 training hours, representing an average of 56 hours per employee, reflecting an 89% increase year-over-year. 91
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Table of Contents We promote an inclusive work environment based on merit, qualifications, fairness and equal opportunities, recognizing that diverse perspectives contribute to innovation and organizational performance. During 2025, the Company continued to advance its gender initiatives by recruiting and developing female talent, as well as implementing programs to foster the growth and leadership of high-potential women. In 2025, 33% of new hires were women, 5 p.p. above that share for 2024. Additionally, in 2025, 25% of employees were women, which is 10 p.p. above industry average, and 18% of STEM roles were held by women. In addition, we engage with the communities where we operate through a structured social management framework aligned with international best practices, focused on stakeholder engagement and the identification and management of social risks through ongoing dialogue and preventive actions. In this context, we implement social investment initiatives to support local development. In 2025, the Company invested US$2.2 million in social programs across Argentina and Mexico, focusing on education, local development, rural development, institutional strengthening, and inclusion and values in sports and health. Ethics, Compliance and Governance We are committed to conducting our business with integrity and in accordance with applicable laws and regulations. Our Code of Ethics and Conduct and related policies establish the standards that guide the behavior of our employees and contractors, who are required to comply with them. These policies cover, among others, anti-corruption, conflicts of interest, human rights, non-discrimination, cybersecurity and whistleblower protection. Governance of these matters is embedded within the Company’s overall governance structure, with oversight of the Executive Team and the Board of Directors. In 2025, we enhanced employees’ understanding of compliance matters through in-person and virtual training aligned with our Code of Ethics and Conduct and related policies, and improved transparency in the disclosure of our ESG information. In addition, we achieved a NIST cybersecurity score of 3.6 and recorded no critical cybersecurity incidents. See “Item 16K – Cybersecurity.” During 2025, the Company completed the sixth year of implementation of internal control standards in accordance with the Sarbanes- Oxley Act (SOX) and performed a management’s assessment of internal control over financial reporting. We expect to publish our 2025 Sustainability Report during the second quarter of 2026. The report is expected to align with (i) Global Reporting Initiative (“GRI”) Standards, including GRI 1 (Foundation 2021), GRI 2 (General Disclosures 2021), GRI 3 (Material Topics 2021) and GRI 11 (Oil and Gas Sector 2021), and (ii) the Sustainability Accounting Standards Board for industry-specific ESG topics relevant to our financial performance and long-term value creation. For the fifth consecutive year, the 2025 Sustainability Report will include information aligned with the recommendations published by the TCFD. Additionally, we expect to report our contribution to the UN Sustainable Development Goals. Our ESG progress is aligned with the 10 universal principles of the UN Global Compact and will serve as our 2025 Communication on Progress Report under the UN Global Compact framework. The 2025 Sustainability Report will be published on our website. Information contained on, or accessible through, our website is not incorporated by reference in, and will not be considered part of, this annual report. VX Ventures VX Ventures AenP (“VX Ventures”) is Vista’s corporate venture capital fund, launched with an initial US$12.5 million funding commitment (which yearly investments represent less than 1% of Vista’s capital expenditures), with the objective of developing new businesses that can thrive through the energy transition and support Vista becoming a lower carbon and lower cost company. During 2023 and 2025, funding was increased by US$2.5 million and US$3.5 million, respectively, reaching a total of US$18.5 million as of December 31, 2025. 92
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Table of Contents During 2025, we continued to pursue entrepreneurial, agile and dynamic companies that may become key agents of change and leverage Vista’s technical and project management skills with an entrepreneurial drive to access new markets. Moreover, VX Ventures plays a role of exposing Vista to the optionality of new businesses that can potentially scale up and can also help us secure the access and retention of top talent. Each investment is funded through specific special purpose vehicles controlled by Vista, where certain relevant executives of the Company are given the option to co-invest through class B shares with no political rights to incentivize their engagement and align their interests with those of the invested project. As part of our VX Ventures portfolio, which as of December 31, 2025 includes investments in 20 start-ups and early-stage companies and in 2 global energy transition VC funds, we have created and funded Aike NBS S.A.U. (“Aike”) to deliver top-quality carbon offsets through the development of NBS projects, including forestry and soil carbon capture projects. Aike aims to also provide services to third companies to help them to fulfill their NBS project development needs and achieve their carbon capture objectives which will in turn benefit Vista by providing larger scale for its NBS projects. Aike has already started providing services to us in connection with Vista´s own NBS portfolio. Insurance We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations in the oil and gas industry. However, as is customary in the industry, we do not insure fully against all risks associated with our business, either because such insurance is not available, insurance coverage is subject to a cap or because premium costs are considered prohibitive. Currently, our insurance program includes, among other things, construction, fire, vehicle, technical, liability, director’s and officer’s liability and employer’s liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery. A loss not fully covered by insurance could have a materially adverse effect on our business, financial condition and results of operations. General Regulatory Matters We and our operations are subject to various stringent and complex international, federal, state and local environmental, health and safety laws and regulations in the countries in which we operate that govern matters including the emission and discharge of pollutants into the ground, air or water, the generation, storage, handling, use and transportation of regulated materials and human health and safety. These laws and regulations may, among other things: • require the acquisition of various permits or other authorizations or the preparation of environmental assessments, studies or plans (such as well closure plans) before seismic or drilling activity commences; • enjoin some or all of the operations of facilities deemed not in compliance with permits; • restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities; • require establishing and maintaining bonds, reserves or other commitments to plug and abandon wells; and • require remedial measures to mitigate or remediate pollution from our operations, which, if not undertaken, could subject us to substantial penalties. 93
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Table of Contents INDUSTRY AND REGULATORY OVERVIEW Argentina’s Oil and Gas Industry Overview Argentina has five producing oil and gas basins: Neuquina, Noroeste, Cuyana, Golfo San Jorge, and Austral Basin. As of December 31, 2024, Argentina’s oil and gas reserves totaled 6,529 MMboe, as reported by the SdE. In 2025, Argentina’s oil production was 810.1 Mbbl/d, while its gas production reached 141.3 MMm³/d. Production from the Vaca Muerta formation, which is located within the Neuquina basin, accounted for 501.5 Mbbl/d of oil (62% of total production) and 75.2 MMm³/d of gas (58% of total production), having recorded an oil production CAGR (compound annual growth rate) of 35% over the last five years. Argentina Gross Oil Production (Mbbl/d) Source: Argentine Secretariat of Energy. Vaca Muerta Shale Formation The Vaca Muerta formation, located in the Neuquina Basin, is considered one of the most prominent shale plays globally. The development of the Vaca Muerta formation plays an important role in the Argentine economy, and therefore the federal and provincial governments have introduced changes to the regulatory framework for E&P of unconventional hydrocarbons to attract investments. Recent regulatory reforms, as well as significant reductions in well costs and improvements in well productivity over the past decade, have attracted over 30 oil and gas companies to Vaca Muerta, both domestic and international companies, including YPF, Vista, Shell, Pan American, Pluspetrol, Tecpetrol, Chevron, Pampa, Total, Continental, Geopark and Dow. Most of these companies, which hold acreage adjacent to our concessions, are already investing in their projects in full development mode, or in some cases are conducting project pilots. 94
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Table of Contents Vaca Muerta Players Source: Company’s Information and Press Articles Vaca Muerta exhibits similar geological properties than several of the most prominent shale plays in the United States. The table below sets forth the geological characteristics of Vaca Muerta compared to top tier U.S. share plays. Play Total Organic Content(%) Thickness(m) Reservoir Pressure(psi) Vaca Muerta 3-10 30-450 4,500-9,500 Eagle Ford 3-5 30-100 4,500-8,500 Wolfcamp (Permian) 3 200-300 4,600 Barnett 4-5 60-90 3,000-4,000 Haynesville 0.5-4 60-90 7,000-12,000 Marcellus 2-12 10-60 2,000-5,500 Source: Company estimates, Argentine Ministry of Economy, Argentine SdE and the EIA. Vaca Muerta acreage is estimated at more than 8.6 million acres, containing 16 Bnbbl of oil resources and 308 Tcf of gas resources. Such resources are equivalent to approximately 100 years and 200 years of domestic oil and gas consumption, respectively. The top five oil operators are YPF, Vista, Pluspetrol, Shell, and Pan American Energy. Most concessions are within the 30,000 to 100,000 acres range, which is significantly larger than the average leasehold in the United States. The terms of concessions in Argentina are also competitive compared to those in the United States, with unconventional concessions of 35 years and flat royalties of 12%. Over the past years, Vaca Muerta has significantly increased its well activity from 102 new wells connected in 2019 to 437 new wells connected in 2025. The cumulative well count increased to 2,547 by year-end 2025. The quantity of active drilling rigs in the basin has also increased during the period, as shown below. Currently, approximately 49% of its surface area is under development. 95
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Table of Contents Vaca Muerta Total Shale Well Count, cumulative Source: Argentine Secretariat of Energy. Vaca Muerta New Wells on Production and Drilling Rig Count, per year Source: Company estimates, Economía y Energía Consulting, Argentine Secretariat of Energy Oil and gas production from Vaca Muerta was 998.8 Mboe/d during the year ended December 31, 2025, an 18% increase compared to 2024. Shale oil production during the year ended December 31, 2025 was mainly driven by Loma Campana, La Amarga Chica (where Vista holds a 50% working interest), Bandurria Sur, and Bajada del Palo Oeste (held and operated by Vista), which combined contributed with 273.3 Mbbl/d. Shale gas production was mainly driven by Fortín de Piedra, La Calera, Aguada Pichana Este and Aguada Pichana Oeste, which combined contributed with 266.3 Mboe/d. Vaca Muerta Gross Shale Oil and Gas Production (Mboe/d) Source: Argentine Secretariat of Energy. 96
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Table of Contents Vaca Muerta production has played a significant role in offsetting the decline of other basins in Argentina and increasing total oil and gas production, positioning Argentina as a structural oil exporter of light crude oil since 2022. As shown below, oil exports have increased from 68 Mbbl/d in 2019 to 266 Mbbl/d in 2025. Additionally, Vaca Muerta has allowed Argentina to reduce natural gas imports, both from neighboring Bolivia and Chile, and via LNG, which have decreased from 19.1 MMm³/d in 2019 to 3.8 MMm³/d in 2025. This trend has contributed significantly to improving Argentina’s balance of trade. According to the Argentine Ministry of Economy, Argentina’s energy trade balance was negative for US$7 billion in 2013 and reverted to a positive balance of US$8 billion in 2025. Argentina Oil Exports (Mbbl/d) Source: Argentine Secretariat of Energy, Ministry of Economy. Argentina Natural Gas Imports (MMm3/d) 98 Source: Argentine Secretariat of Energy, Ministry of Economy. Argentina Energy Trade Balance (US$ billion) Source: Argentine Secretariat of Energy, Ministry of Economy. 97
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Table of Contents Vaca Muerta is at a relatively early stage of its development compared to shale plays in the United States. The Permian Basin is a good analogue for Vaca Muerta, with similar geological characteristics and a long history of unconventional hydrocarbon development. However, Vaca Muerta has even more thickness than the Permian, with up to five different pay zones already tested in different blocks of the basin. As of December 31, 2025, operators have drilled around 2,500 wells in Vaca Muerta compared to around 60,000 in the Permian and more than 200,000 across all U.S. shale plays. It is possible that Vaca Muerta could have a growth trajectory similar to that of the Permian Basin or other U.S. shale plays in the coming years. The growing investment in Vaca Muerta is similar to the early stages of the Permian Basin’s remarkable growth since 2008, becoming one of the most prolific shale plays in the world. After an initial period of incorporating the technology required for unconventional development, progressing along the learning curve, and adopting best practices, the average well productivity per lateral foot in Vaca Muerta now exceeds its shale peers in the United States. Best-in-class average well productivity First 365 days cumulative production, Mbbl per 1,000 feet of lateral Source: Rystad Energy ShaleWellCube. Includes only horizontal oil wells put on production in 2021-2022. Oil Midstream and Downstream The Argentine crude oil pipeline network connects the producing basins with domestic refineries, which are located in the Province of Buenos Aires (i.e., La Plata, Bahía Blanca, Dock Sud, Campana), the Cuyo Basin (i.e., Luján de Cuyo), the Neuquina Basin (i.e., Plaza Huincul) and the Noroeste Basin (i.e., Refinor). During 2025, the domestic refineries processed approximately 540 Mbbl/d. Argentina’s key crude pipeline is the Oleoductos del Valle S.A. (“Oldelval”) system, with an oil pipeline from Puesto Hernández and Allen in the Neuquina Basin to Puerto Rosales near Bahía Blanca, transporting approximately 65% of the production from the Neuquina Basin, with a capacity of approximately 540,000 bbl/d (and up to approximately 615,000 bbl/d with friction-reducing agents). In Puerto Rosales, a marine export terminal is operated by Oiltanking Ebytem S.A. (“OTE”), a company owned by YPF (30%) and Oiltanking (70%). The OTE facilities have 24 tanks with a storage capacity of 4.9 MMbbl, of which 3.0 MMbbl are used to store Medanito-type crude oil. OTE also owns (i) one dock with two sites with a total capacity of approximately 324,400 of displacement tonnage, and (ii) one buoy capacity of 70,000 deadweight tonnage. These two sites and the buoy provide services mainly for loading and unloading Panamax, Aframax and Suezmax vessels. Nearby, in Puerto Galván, Bahía Blanca, there is a smaller marine terminal that is operated by Trafigura, which has a dock that can also load and unload Panamax and Aframax vessels for the export market. In early 2023, the Trasandino pipeline connecting the Argentine system to Chile became operational after being shut for more than a decade. This enabled export flows from the Neuquina Basin to Chile, starting in May 2023. This pipeline has a total capacity of 110,000 bbl/d. In November 2023, VMON, with 157,000 bbl/d of capacity, connecting Loma Campana to Puesto Hernández and the Trasandino pipeline, was commissioned. 98
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Table of Contents Additionally, in December 2024, the VMOS Project was announced, consisting of a new pipeline from Allen to Punta Colorada in the Province of Río Negro, storage facilities, and a new port in a deep-water location. The VMOS Project will have an estimated initial capacity of 550,000 bbl/d and is expected to be completed by mid-2027. The oil production that is not refined and consumed in Argentina is exported. During the year ended December 31, 2025, Argentina exported 266 Mbbl/d, according to INDEC, of which approximately 229 Mbbl/d were exported from the Neuquina basin (80 Mbbl/d to Chile and 150 Mbbl/d via the Atlantic). Vaca Muerta Key Oil Midstream Projects Source: Based on data provided by project operators and Company estimates. Oil and Gas Regulatory Framework in Argentina The Argentine Hydrocarbons Law, as amended by Law No. 26,197, Law No. 27,007 and Law No. 27,742 (Ley de Bases) is the main body of legislation for oil and gas E&P. The enforcement authority for the Argentine Hydrocarbons Law is the SdE. As a result of the amendment of the Argentine Hydrocarbons Law by means of the Law No. 26,197, each Province has its own enforcement authority. In particular, the Province of Neuquén has passed its own Argentine Hydrocarbons Law No. 2,453, among other laws and regulations on these activities. The transportation, distribution and marketing of gas are independently regulated by the Natural Gas Law, also amended by the Ley de Bases. Exploration and Production The E&P of oil and natural gas is governed by exploration permits and exploitation concessions. Nevertheless, the Argentine Hydrocarbons Law permits surface reconnaissance of territories not covered by exploration permits or exploitation concessions, subject to prior authorization of the surface owner and the application authority. In the event that holders of an exploration permit discover commercially exploitable quantities of oil or gas, such holders are entitled to obtain an exclusive concession for the production and exploitation of the relevant reserves. The exploitation concession provides its holder the exclusive right to produce oil and gas from the area covered by the concession. An exploitation concession also entitles the holder to obtain a transportation authorization for transporting of the oil and gas produced. Holders of exploration permits and exploitation concessions are required to carry out all necessary works to find or extract hydrocarbons, using appropriate techniques, and to make the investments specified in their respective 99
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Table of Contents permits or concessions. In addition, holders must avoid damage to oil and gas fields and hydrocarbon waste, and undertake adequate measures to prevent accidents and damages. Both holders of exploration permits and holders of exploitation concessions must pay an annual fee based on the land area covered by the corresponding permit or concession (as provided in Section 7 of the Argentine Hydrocarbons Law). Holders of exploitation concessions are required to pay for such concessions, and to make certain royalty payments to the Argentine government. Exploration Permits and Exploitation Concessions The Argentine Hydrocarbons Law and its amendments regulate E&P activities as follows: • Exploration Permits: the term for conventional exploration permits is divided into two periods of up to three years each, plus a discretionary extension of up to five years, granting a maximum validity of 11 years. The extension is optional for the permit holder who has fulfilled the investment and other obligations under their responsibility. For offshore operation permits, each period of the basic exploration term for conventional objectives may be extended by one year. The term for these permits is divided into two periods of up to four years each, plus a discretionary extension of up to five years, granting a maximum validity of 13 years. The extension is optional for the permit holder who has fulfilled the investment and other obligations under their responsibility. • Concessions: the term for the exploitation of conventional resources is 25 years, while for the exploitation of unconventional resources, a term of 35 years is established, including a pilot test of up to five years. In the case of offshore operations, concessions are granted for periods of up to 30 years. Due to the modifications introduced by the Ley de Bases, the federal or provincial executive branch, as applicable, may determine in new concessions—at the time of defining the terms and conditions—other periods (of up to 10 years) additional to the aforementioned periods. These periods cannot be set perpetually, unlike the previous regulation, which allowed the possibility of granting successive extensions for periods of 10 years. Concessions granted prior to the enactment of the Ley de Bases will continue to be governed by the terms established by the legal framework existing at the date of approval of the Ley de Bases. • Royalties: The Hydrocarbons Law established a 12% monthly royalty rate to be paid by the concessionaire for the production of liquid hydrocarbons extracted at the wellhead and for the volume of natural gas extracted and effectively utilized, with the granting authority having the ability to reduce such rate by up to 5% in exceptional cases, taking into account the productivity, conditions, and location of the wells, and to increase it by 3% upon the first extension. Concessions granted prior to the enactment of the Ley de Bases remain subject to this regime, requiring payment of the 12% royalty on the wellhead value of crude oil production and on the volume of natural gas sold, as well as an extraordinary royalty in certain extended concessions. In contrast, the Ley de Bases replaced the fixed 12% rate with a percentage to be determined in the awarding process, applied to the production and effectively utilized liquid and gaseous hydrocarbons. It preserved the authority’s ability to reduce the rate by up to 5% in exceptional cases, while eliminating the 3% increase upon the first extension. The Ley de Bases also introduced the possibility of applying a reduced rate of up to 50% for projects involving: (i) Enhanced Oil Recovery (EOR) or Improved Oil Recovery (IOR) techniques, (ii) the exploitation of extra-heavy oils (requiring special treatment due to poor quality or high viscosity), and (iii) offshore exploitation. Concessions granted following the entry into force of the Ley de Bases are governed by the regime established therein. Exploration permits and exploitation concessions constitute an acquired right that cannot be extinguished without legal compensation. However, concessions or permits expire in the case of certain breaches detailed exhaustively in Article 80 of the Argentine Hydrocarbons Law. Concessionaires or permit holders can also partially or totally renounce the surface area of a permit or concession at any time. If an exploration permit is renounced, the permit holder will be obliged to pay the committed and unmet investment amounts (Articles 20 and 81 of the Argentine Hydrocarbons Law). 100
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Table of Contents Reserves and Resources Certification in Argentina The estimation of reserves and resources in Argentina is mainly governed by Resolution No. 324/2006 of the SdE and SdE Resources Resolution No. 69-E/2016. These regulations require holders of exploration permits and exploitation concessions to file by March 31 of each year estimates of natural gas and oil reserves and resources existing as of December 31 of the previous year. Estimates must be certified by an external auditor and sent to the SdE. Information is required to be presented following the criteria approved by the SPE, the WPC (World Petroleum Council) and the AAPG (American Association of Petroleum Geologists), which are widely accepted internationally. The information regarding Vista’s proved reserves in this annual report has been prepared according to the definitions of Rule 4-10(a) of Regulation S-X or the SPE’s Petroleum Resources Management System, which differ from the relevant guidelines published by the SdE. Transportation The Ley de Bases introduced significant changes to the hydrocarbon transportation regime in Argentina, establishing a comprehensive framework for transport and processing authorizations managed by federal or provincial authorities. Existing transportation concessions will continue to operate under their original terms. The Argentine Hydrocarbons Law grants producers the exclusive right to obtain transportation authorizations for oil, gas, and their by-products as specified in the law and related decrees. These authorizations allow for the construction and operation of essential facilities for hydrocarbon transportation, such as pipelines, storage, plants, and other necessary infrastructure, all subject to prevailing legislation and technical standards. Holders of exploitation concessions are entitled to transportation authorizations. If the construction of permanent works exceeds the concession limits, they must obtain additional authorizations. If the works remain within the concession limits, the authorization is optional and granted under the same conditions as the exploitation concession. The duration of transportation authorizations is the same as the associated exploitation concessions. Upon expiration, the facilities revert to state ownership. Extensions of 10 years can be requested if obligations are met and hydrocarbons are being transported at the time of the request. Transport and processing authorizations do not grant exclusive rights to the holders. Authorized transporters must carry third-party hydrocarbons without discrimination, provided there is available capacity and no technical impediments. Unused transportation capacity must be made available to third parties, subject to the needs of the authorized transporter. Federal or provincial authorities will establish rules for coordinating transportation systems. Tariffs for hydrocarbon transportation and related services are regulated, with maximum amounts set by Resolution No. 5/04 of the SdE, as amended. These changes aim to streamline the hydrocarbon transportation and processing framework, ensuring fair access and efficient operation within the sector. The last update to the maximum amounts was established on June 11th, 2025, with the publication of the SdE resolution No. 256/2025. Argentine Registry of Hydrocarbon Exploration and Exploitation Companies To be holders of exploration permits or exploitation concessions, irrespective of the Province where the activities are developed, companies must be registered with the Argentine Registry of Hydrocarbon Exploration and Exploitation Companies maintained by the SdE. Such holders and concessionaires must have adequate financial resources, pursuant to Disposition No. 335/2019 issued by the Sub-Secretariat of Hydrocarbons, and technical capabilities to perform the operations involved in the rights bestowed upon them. Further, such holders shall assume exclusive responsibility for liabilities associated with E&P activities. Registration with the Registry is also a requirement to be able to be an operator of permits and concessions and has to be annually renewed and can be 101
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Table of Contents revoked if technical capacity cannot be proved. Holders of permits and concessions shall establish legal domicile within Argentina. In all cases, the company or association of companies holding the permit or concession must maintain such net equity throughout the term of the permit or concession. These equity requirements may be satisfied by means of financial or other guarantees. Crude Oil Market Regulation The Argentine Hydrocarbons Law empowers the Argentine Executive Branch to set the national policy with respect to the exploitation, processing, transportation, storage, industrialization and commercialization of hydrocarbons. The Ley de Bases introduced amendments to Law No. 26,741 and the Argentine Hydrocarbons Law, to allow concessionaires, refineries, and/or hydrocarbon marketers to freely export hydrocarbons and/or their derivatives without needing to meet domestic demand. Additionally, it stipulates that the Argentine government may not intervene in setting commercialization prices in the domestic market at any stage of production. Law No. 27,007 amended and upgraded as statutory law the Investment Promotion Regime for the Exploration of Hydrocarbons (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos) which was created by Decree No. 929/2013. Under this regime, hydrocarbon exploitation investment projects, as authorized by the Argentine Ministry of Economy, that imply direct investments in foreign currency greater than US$250 million during the first three years following the project’s approval, are deemed beneficiaries of the regime and will be entitled to the following benefits, among others: (i) to freely export up to 20% of their production of liquid and gaseous hydrocarbons produced by the project, with a 0% export duty rate, should these be applicable; and (ii) no mandatory settlement into the foreign exchange market of any proceeds in foreign currency obtained from such 20% of exports. Until 2024, exports of crude oil and oil by-products in Argentina required prior registration in the Argentine Registry of Export Operations Agreements and authorization by the SdE. The Ley de Bases modified the Argentine Hydrocarbons Law, establishing that, although prior registration in the Argentine Registry of Export Operations Agreements is required, producers of crude oil and oil by-products may freely export hydrocarbons and/or their derivatives, absent objection by the SdE, no longer being needed it express authorization. The effective exercise of this right is subject to regulations issued by the Argentine Executive Branch, which must, among other aspects, take into account: (i) the standard requirements applicable to access to technically proven resources; and (ii) that any objection by the SdE may only (a) be raised within 30 days from the date on which the SdE becomes aware of the export, and (b) must be based on technical or economic grounds related to the security of supply. Once said term has elapsed, the SdE may not raise any objection whatsoever, see “ —Ley de Bases.” Gas Market Regulation As mentioned in previous sections, gas E&P activities are regulated by the Argentine Hydrocarbons Law, whereas natural gas transportation and distribution are regulated by means of the Natural Gas Law. In order to foster the production of natural gas, the Argentine government adopted different stimulus programs over the past years, such as the Plan GasAr implemented by means of Decree No. 892/2020 (amended by Decree No. 730/2022). Plan GasAr 2020-2024 By means of Decree No. 892/2020, (amended by Decree No. 730/2022 and Resolution No. 606/2025 of the SdE), the Argentine government implemented the Argentine Plan for the Promotion of Natural Gas Production – Supply 102
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Table of Contents and Demand Scheme 2020-2024 (Plan de Promoción de la Producción de Gas Natural Argentino – Esquema de Oferta y Demanda 2020-2024). The Plan GasAr established the framework for the implementation of direct contracts (initially lasting four years, with the possibility of extension by the SdE for additional one-year periods) between gas producers, on the one hand, and gas distributors and/or sub-distributors (to meet priority demand) and CAMMESA (to meet the demand of thermal power plants), on the other. These contracts were awarded, and the price of gas at the point of entry into the transportation system (“PIST” for its acronym in Spanish) was determined through a tender procedure carried out by the SdE. The Argentine government may make monthly payments corresponding to a portion of the price of natural gas in the PIST to provide indirect subsidies to end users. On November 4, 2022, Decree No. 730/2022 was published in the Argentine Official Gazette, extending the Plan GasAr until the year 2028.The Plan GasAr is based on (i) voluntary participation by producers, public distribution service providers, and sub-distributors (making direct acquisitions from producers) and CAMMESA; (ii) a competitive scheme where the SdE calls for the signing of direct contracts between producers on one side, and priority demand (distribution licensees and/or sub-distributors) as well as the demand from thermal power plants (with CAMMESA) on the other; (iii) a framework of free market competition regarding the price of gas in the PIST, subject to the conditions set by the Argentine government. On December 29, 2025, Resolution No. 606/2025 of the SdE was published, which aims to facilitate the contractual normalization of the natural gas market by promoting that natural gas purchase and sale agreements entered into between Energía Argentina S.A. (“EA”) and producers under the Plan GasAr may be assigned and reallocated directly to distribution companies or other market participants, such as generators or CAMMESA, without the intermediation of EA. The measures adopted primarily consist of the assignment of natural gas supply agreements entered into between EA and producers in favor of distribution companies -and, as applicable, other market participants, such as generators or CAMMESA- with respect to those producers that adhere to the new framework. Once such assignments are completed, producers will invoice directly the gas price at the PIST in accordance with the reassigned agreements, while maintaining entitlement to the compensation payable by the Argentine government under the terms of Plan Gas Ar. In addition, adhering producers are released from certain periodic reporting obligations regarding investments, including the quarterly report with monthly breakdown, without prejudice to the effective compliance with the committed investments. Ley de Bases On July 8, 2024, the Ley de Bases was published in the Argentine Official Gazette, introducing amendments to the Natural Gas Law and the Argentine Hydrocarbons Law. The main amendments to the Argentine Hydrocarbons Law include: • Expanding the self-sufficiency paradigm of the Argentine Hydrocarbons Law to incorporate the maximization of economic profits to encourage new investments; • Eliminating restrictions on hydrocarbon exports and establishing freedom to market and export hydrocarbons and their derivatives; • Prohibiting the Argentine government from intervening in the pricing of oil, gas, and refined products in the domestic market; • Including hydrocarbon processing and storage activities within the regulatory framework; • Allowing the conversion of concessions from conventional to unconventional exploitation until December 31, 2028; 103
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Table of Contents • Defining specific requirements for bidding on new areas and eliminating the possibility of extending exploitation concessions for new concessions; • Modifying the fees payable by concession and permit holders; • Revising the royalty regime, except for concessions already awarded; • Replacing transportation concessions with a system of transportation and storage authorizations, as well as hydrocarbon processing authorizations; and • Allowing foreign companies to participate in public bids for permits and concessions. The main amendments to the Natural Gas Law include the following: • Eliminating the requirement to obtain prior authorization for natural gas imports; • Removing the limitation that previously required the domestic market supply to remain unaffected; • Establishing a special framework for LNG, guaranteeing firm export conditions that, once authorized, cannot be modified; and • Extending the duration of licenses for natural gas transportation and distribution services from 10 to 20 years. The Ley de Bases also established Argentina’s Incentive for Large Investments Framework (Régimen de Incentivo para Grandes Inversiones) (“RIGI”). The RIGI was regulated by Decree No. 749/2024, issued by the Argentine Executive Branch on August 23, 2024, along with further regulations. It encourages investments in projects that qualify as large, long-term investments in Argentina and operate in certain specified sectors. The RIGI grants tax, customs, and foreign exchange benefits, implements a legal stability provision, and provides a dispute resolution mechanism that allows claimants to submit claims against the Argentine government through arbitration. In addition, the RIGI offers a 30-year stability period for the benefits, starting from the date an investment adheres to the RIGI. Under the Ley de Bases, “large investments” made under the RIGI are deemed to be in the national interest and are covered by the constitutional prosperity clause set out in Section 75, Subsection 18 of the Argentine Constitution. The RIGI applies at the federal level throughout Argentina. To qualify under the RIGI, the project must be operated by a SPV in any of the following sectors: forestry (wood-based activities and forest plantations), tourism (lodging and accommodations), infrastructure (logistics, transportation, recreation, and public services), mining (exploration and exploitation of minerals), technology (innovative goods and services, including biotechnology, nanotechnology, new energy mobility, aerospace, nuclear, software, robotics, AI, and defense), iron and steel (processing of iron ore, steel, and alloys), energy (generation, storage, transportation, and distribution of renewable and non-renewable energy, low-carbon energies, bioenergy, and carbon capture), and oil and gas midstream and downstream activities, including treatment plants, pipelines, storage, petrochemicals, LNG export, and offshore operations. On February 18, 2026, the Argentina government published Decree 105/2026 which extended the benefits of RIGI to onshore upstream activities, subject to a minimum investment commitment of US$600 million. Special Frameworks to Access to the Foreign Exchange Market On April 11, 2025, the Argentine government announced measures to ease regulations regarding access to the foreign exchange market. These measures include: (i) the establishment of floating bands for the dollar exchange rate, permitting fluctuations between Ps.1,000 and Ps.1,400, with these limits expanding at a rate of 1% per month; 104
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Table of Contents (ii) the elimination of the Exports Increase Program, which previously required 80% of export proceeds to be settled through the foreign exchange market and 20% through the financial market (also known as the Dollar Blend); (iii) the elimination of foreign exchange restrictions for individuals, including the monthly US$200 limit and restrictions on recipients of pandemic-era government assistance, subsidies, public employment, or similar measures, as well as cross-restrictions under Communication “A” 7,340. Additionally, the ARCA (as defined below) removed the current tax perception on foreign currency acquisitions in the exchange market, maintaining it only on tourism and credit card payments; (iv) the authorization of dividend payments to foreign shareholders of Argentine companies, for financial years commencing in 2025; (v) the relaxation of deadlines for foreign trade operations payments, including: a. goods imports may be paid upon customs entry registration (previously 30 days); b. imports of goods by SME companies may be paid from the origin dispatch (previously 30 days post customs entry registration); c. service imports may be paid from the service provision date (previously 30 days); d. capital goods imports may be paid with a 30% advance, 50% post port dispatch, and 20% after customs entry (previously 20% advance for SMEs); e. imports of services between related companies may be paid 90 days post service provision (previously 180 days); and (vi) a one-time waiver of the 90-day restriction in Communication “A” 7,340 for legal entities, to enhance operational efficiency in the foreign exchange market. For more information, see “Item 10—Additional Information—Exchange Controls—Specific Provisions For Income From The Foreign Exchange Market.” Sustainability Argentina has regulation regarding the protection of the environmental on a federal, provincial and municipal level, as well as in the Argentine Constitution. For instance, Argentina applies the “polluter pays” principle and requires a mandatory approval of an environmental impact assessment for conducting risky activities. Moreover, legislation guarantees the right to access to environmental information, public participation in the environmental decision-making process, and access to justice in environmental matters. Environmental insurance is required, and reporting duties are also established. Argentina has approved several human rights international treaties and, in particular, related to the environment. A procurement regime applicable to the Argentine government has been established by means of Decrees No. 1023/01 and No. 1030/16, which requires to consider sustainability in the decision-making process in the acquisition of services and goods by the public administration. Furthermore, Decree No. 31/2023 declares a national public priority policy for the sustainable management of resources used by national public agencies. Those practices provide for the efficient management of the following: electricity; water; natural gas; waste; public procurement; accessibility; sustainable mobility; and green areas and spaces. 105
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Table of Contents Likewise, by means of its Resolution No. 635/2022 (as amended by its Resolution No. 668/2022) the Argentine Ministry of Transportation approved the National Sustainable Transportation Plan. Its main objective is to promote energy transition and efficiency in transportation to achieve sustainable mobility. Such plan contains a set of strategies and policies to be implemented by 2030, promoting the reduction of GHG emissions. Other sustainability regulations have been passed. Its impact on the oil and gas industry has yet to be assessed. In addition, as a member of the UN Framework Convention on Climate Change (“UNFCCC”) and a Party to the Paris Agreement, Argentina has committed to submit its Nationally Determined Contributions (“NDCs”), which are basically the proposed climate actions. The emission limit committed by Argentina, according to the information that emerges from the updated NDCs in October 2021, is not to exceed the net emission of 349 million tons of carbon dioxide equivalent (MtCO2e) in the year 2030. This goal is applicable to all sectors of the economy. The NDCs set forth that towards 2030, the Argentine Republic will carry out an energy transition, focusing its efforts on the promotion of energy efficiency, renewable energies, and the promotion of distributed generation, using natural gas as a transition fuel during this period. In order to follow up on this commitment -which aim is to contribute to the standards set forth in the Paris Agreement- Argentina must draft and report to the UNFCCC the National Green House Gases Inventory (INGEI for its acronym in Spanish). In addition, by means of Resolution No. 363/2021 issued by the Argentine Ministry of Environment and Sustainable Development, Argentina has created the National Registry of Climate Change Mitigation Projects, where the existing mitigation projects are registered. The scope of such register has not been determined as of the date of this annual report; therefore, its application cannot yet be defined. Argentine Regulatory Framework in Connection with Climate Change The UNFCCC, which entered into force on March 21, 1994, aims to stabilize the GHG concentrations in the atmosphere to a level that would prevent dangerous anthropogenic interference with the climate system. On February 16, 2005, the Kyoto Protocol to the UNFCCC (“Kyoto Protocol”) entered into force. The Kyoto Protocol, which deals with the reduction of certain GHG emissions (carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulfur hexafluoride) in the atmosphere, was in force until 2020 as a consequence of the ratification of the Doha Amendment to the Kyoto Protocol. Argentina approved UNFCCC by Federal Law No. 24,295 in December 1993, the Kyoto Protocol by Federal Law No. 25,438 on June 20, 2001, and the Doha Amendment by Federal Law No. 27,137 on April 29, 2015. The 2015 UN Climate Change Conference adopted by consensus the Paris Agreement, which is known to be the successor of the Kyoto Protocol (which was approved in Argentina by Federal Law No. 27,270). The Paris agreement deals with GHG emission reduction measures, targets to limit global temperature increases and requires countries to review and “represent a progression” in their intended nationally determined contributions. International treaties together with increased public awareness related to climate change may result in increased regulation to reduce or mitigate GHG emissions. Furthermore, Argentine Law No. 26,190, as amended and complemented by Law No. 27,191 and its implementing decrees, established a legal framework which promotes an increase in the participation of energies from renewable sources in Argentina’s electricity market. In this line, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can prevent, mitigate or minimize the damages or impacts associated with climate change. Moreover, the Argentine Registry of Climate Change Mitigation Projects was established (Argentine Environmental Ministry Resolution No. 363/2021). In addition, the SdE has set forth the “National Program for the Measurement and Reduction of Fugitive Emissions from Hydrocarbon Exploration and Production Activities” (Resolution No. 970/2023); the Argentine Ministry of Environment and Sustainable Development has approved the “Second National Plan for Adaptation and Mitigation to Climate Change” (Resolution No. 146/2023); the SdE has approved the “National Energy Transition Plan to 2030” (Resolution No. 517/2023) and the “Guidelines and Scenarios for the Energy Transition to 2050” (Resolution No. 518/2023). 106
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Table of Contents In addition, Resolution No. 23/2023, issued by the former Argentine Ministry of Environment, approved the Guide for the Preparation of Environmental Impact Studies incorporating the problem of climate change and the Guide on Public Participation in Environmental Evaluation. Implementation of these guides is voluntary. Under Law No. 27,191, by December 31, 2017, 8% of the electricity consumed must come from renewable sources, reaching 20% by December 31, 2025. It sets five stages to achieve the final goal: (i) 8% by December 31, 2017; (ii) 12% by December 31, 2019; (iii) 16% by December 31, 2021; (iv) 18% by December 31, 2023; and (v) 20% by December 31, 2025. It is within this framework that the Argentine government launched the RenovAr programs. As of December 31, 2025, electricity originated from renewable sources represented 18.9% of the total demand according to the data released by CAMMESA. This represents an increase of 2.6 percentage points compared to 2024, when renewables accounted for 16.3%. At the provincial level, Neuquén passed Provincial Law No. 3,454 in August 2024 (Decree No. 1039/2024), which established the principles and strategies corresponding to the public policies for climate change. It’s main objective is to encourage and promote a model of sustainable development, the transition to renewable energy, scientific and technological development and the involvement of citizens, private companies and non-governmental organizations. 107
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Table of Contents Mexico’s Oil and Gas Industry Overview Mexico has significant hydrocarbon resources with estimated oil and gas proved developed and undeveloped reserves of 8.4 Bnboe and 3P reserves of 23.1 Bnboe, in each case as of December 31, 2023, according to the SENER. Multiple formations exist to develop productive fields. The Mexican subsurface has multiple geological plays and provides sizeable opportunities across the risk spectrum, from onshore mature fields to large deep-water projects. While oil and gas reserves are strongly concentrated in Southeast Basin plays, prospective resources are spread across multiple plays across several basins, which could lead to more opportunities for oil and gas participants to access previously untapped reservoirs. Although the largest resources are in the offshore and shale plays, substantial potential still exists in onshore conventional reservoirs. Mexico’s shale resource base is among the largest in the world and is located only a few hundred miles away from the more developed U.S. shale plays with which the formations share many similarities. According to the EIA, technically recoverable shale resources, estimated at 545 Tcf of natural gas and 13.1 Bnbbl of oil, are potentially larger than the country’s proven conventional reserves. Multiple E&P plays across basins Source: EIA. There used to be four principal means for private entities to invest in Mexico’s E&P sector: E&P Agreements, Pemex farm-outs agreement, E&P services contract and comprehensive services exploration and extraction contracts (“CSIEE”). The CNH was formerly entitled to allocate E&P Agreements, for which prequalification requirements were established, including operational, technical, financial, and legal capabilities. The bidding process was conducted by a committee of CNH members. Such tenders were discontinued at the end of 2018. Farm-outs were a mechanism by which Pemex, as license holder, assigned an interest in the license to another party through a bidding process conducted by CNH in collaboration with Pemex. Pemex used farm-outs to partner with international E&P operators with the financial resources and expertise to accelerate development and extract value from its hydrocarbon asset base. Regarding E&P services contract migrations, Pemex was entitled to migrate existing oil and gas integrated E&P services contracts to production-sharing agreements or licenses to continue boosting investment in the E&P sector, transforming the relationship with Pemex from a service contractor model into a joint venture. These contracts were signed by Pemex and private companies before the energy reform under President Peña Nieto. The last E&P services contract migration took place in 2018. There were no migrations during the last presidential term, in which Pemex focused mostly on awarding a few CSIEE contracts. 108
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Table of Contents The current administration, led by President Claudia Sheinbaum since October 1, 2024, has prioritized economic activities in energy and sustainable development. In January 2025, citizen consultation forums were held to contribute to the construction of the 2025-2030 National Development Plan, which was submitted by President Sheinbaum to the Mexican House of Representatives and approved on April 15, 2025. The plan establishes that the fundamental target of oil production through Pemex, set at 1.8 million barrels per day, will continue to be domestic consumption. One of the plan’s main strategies is to increase hydrocarbon reserves in a sustainable manner through strategic E&P projects, a strategy that is supported by the Pemex 2025-2030 Work Plan. For additional context on the regulatory changes in Mexico, see “ —Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico.” Oil and Gas Regulatory Framework in Mexico Upstream and Downstream In 2013, the Mexican Constitution was amended leading to the opening of the oil, natural gas, and power sectors to private investment. In 2014, the Mexican Congress passed secondary laws to implement the reforms. The reforms allowed the Mexican government to grant contracts to private-sector entities in the upstream sector through public tenders. These amendments allowed private-sector entities to obtain permits for the processing, refining, marketing, transportation, storage, import and export of hydrocarbons. The legislation enacted in 2014 included the Mexican Hydrocarbons Law (Ley de Hidrocarburos), which preserved the concept of state ownership over hydrocarbons while located in the subsoil but allowed private companies to take ownership over the hydrocarbons once they were extracted. The Mexican Hydrocarbons Law allowed private-sector entities holding a permit granted by the Mexican Energy Regulatory Commission (Comisión Reguladora de Energía) (“CRE”) to store, transport, distribute, commercialize and carry out direct sales of hydrocarbons, as well as to own and operate pipelines and liquefaction, regasification, compression and de-compression stations or terminals, and related equipment in accordance with technical and other regulations. In addition, private-sector entities could import or export hydrocarbons subject to a permit from the SENER. However, on October 31, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, redefining the nature and role of Pemex and CFE, strengthening state control over the energy sector, and orienting their operations toward public service and social welfare. Additionally, on December 20, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, in terms of organic simplification, providing for the dissolution of various entities, including the COFECE, CRE and CNH. For additional context on the regulatory changes in Mexico concerning the COFECE, see “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Measures adopted by the antitrust authority in Mexico could have a material adverse effect on our results and financial condition.” Lastly, on March 18, 2025, the Mexican Congress enacted new secondary legislation overhauling the energy sector and, thus, repealing and replacing the Mexican Hydrocarbons Law and several other federal statutes. For more information, see “ —Energy Reform 2025.” Reserves and Resources Certification in Mexico On August 13, 2015, CNH published a set of guidelines that governs the valuation and certification of Mexico’s reserves and the related contingency resources. Such guidelines follow the same SPE/WPC/AAPG international standards as those described with respect to the reserves and resources certification process in Argentina (see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina”). Therefore, the processes for reserves classification and certification in Mexico are similar to those described with respect to Argentina. Economic valuation criteria established by the now extinct CNH for proved reserves also follow the SEC’s definitions in Rule 4-10(a) of Regulation S-X which establishes that selling prices considered shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first day-of-the-month price for each month within such period. 109
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Table of Contents State Oil Company As a result of the energy reform sponsored by President Peña Nieto, Pemex was transformed from a decentralized public entity into a productive state-owned company on October 7, 2014. However, following the enactment of the Energy Reform 2025, Pemex’s status was changed from a productive state-owned company to a public state-owned company sectorized under SENER. Accordingly, Pemex remains wholly owned by the Mexican government. Moreover, the Energy Reform 2025 included the expedition of a new law governing Pemex (i.e., Ley de la Empresa Pública, Petróleos Mexicanos). Lastly, as a result of the Energy Reform 2025, Pemex’s productive subsidiaries, including Pemex-Exploración y Producción, were dissolved and merged into a single Pemex by operation of law. Energy Reform 2025 On March 18, 2025, the Mexican Government enacted a reform of the energy sector (“Energy Reform 2025”), pursuant to which several new legislations were issued, including: (i) the Public State-Owned Company Law for CFE; (ii) the Public State-owned Company Law for Pemex; (iii) the Electric Sector Law; (iv) the Hydrocarbons Sector Law; (v) the Energy Planning and Transition Law; (vi) the Biofuels Law; (vii) the Geothermal Law; and (viii) the Mexican Energy Commission Law. In addition, amendments were adopted to: (a) the Mexican Petroleum Fund for Stabilization and Development Law (Ley del Fondo Mexicano del Petróleo para la Estabilización y el Desarrollo); (b) the Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal) and (c) the Hydrocarbons Revenue Law (Ley de Ingresos Sobre Hidrocarburos). The Energy Reform 2025 modified the regulatory framework for the hydrocarbons and electricity sectors. It strengthened state-owned enterprises, reorganized administrative structures, promoting energy self-sufficiency, and supporting the transition to renewable energy. Furthermore, the Energy Reform 2025 introduced a new regulatory framework for CFE and Pemex to align with their revised constitutional status as public state-owned companies. It includes special provisions addressing their budgets, debt, subsidiaries and affiliates, sustainability, and contracting practices. The Energy Reform 2025 provides that the activities of CFE and Pemex shall not be considered monopolistic and mandates the implementation of austerity measures, including the adoption of guidelines and execution programs with annual targets, financing mechanisms, and private sector participation under new regulations governing development schemes. In line with the foregoing, Pemex shall not be subject to the open access obligations applicable to the Mexican midstream industry, nor to the applicable unbundling obligations. The Energy Reform 2025 has also entailed an administrative reorganization under which the functions of the CNH and the CRE were transferred to SENER and to a newly established authority, the CNE. In this regard, it is noteworthy that SENER now exercises regulatory authority over the E&P sector. For example, authorizations for prospecting and exploration of hydrocarbons require SENER’s prior approval. Likewise, SENER is responsible for approving the modification, cancellation, and termination of E&P Agreements, as well as the corresponding exploration and development plans. Notably, the Energy Reform 2025 provided for the creation of the Mexican Energy Planning Council (Consejo de Planeación Energética). On December 16, 2025, the Operating Guidelines governing the Mexican Energy Planning Council and its committees were published in the Mexican Federal Official Gazette. Under such guidelines, the aforementioned council is responsible for coordinating and overseeing the national energy transition strategy, the sustainable energy use plan and the development plans for both the electricity and hydrocarbons sectors. Subsequently, on December 22, 2025, the Sectoral Energy Program was published, establishing three main objectives: strengthening energy self-sufficiency and sovereignty, promoting renewable energy and energy efficiency, and ensuring energy justice. The new model strengthens the government’s steering role, and guides decision-making through binding planning to align public and private investments with the country’s needs. In the hydrocarbons sector, binding 110
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Table of Contents planning shall take into account, among other, the following considerations: promoting energy justice, energy transition and efficiency, sustainability, and the development of clean and renewable energies; preserving the nation’s energy sovereignty and security; providing the public with fuels of the highest quality at the lowest possible price; and incentivizing the expansion and modernization of the sector’s infrastructure. Pursuant to the new Hydrocarbons Sector Law, Pemex has been positioned as the central player in Mexico’s exploration and production sector. As a result, upstream development is primarily expected to be carried out through Entitlements for Self-Development (Asignaciones para Desarrollo Propio) granted directly to Pemex. In addition, and on a complementary basis, Pemex may participate in certain projects through mixed schemes (Asignaciones para Desarrollo Mixto) alongside private investors, subject to non-waivable regulatory requirements, including minimum participation thresholds. Pemex is expected to retain an equity stake of at least 40%, while the private partner contributes 100% of the CAPEX and OPEX, subject to defined cost-recovery mechanisms and regulatory oversight by the Ministry of Energy and the Ministry of Finance. Under these structures, private parties may contribute technical, operational, and financial capabilities, potentially acting as operators and receiving compensation in cash or, in some cases, in kind. However, these mixed schemes have limited scope, both in terms of the number and type of projects expected to be available. Furthermore, on October 3, 2025, additional regulations implementing the Energy Reform 2025 were published in the Mexican Federal Official Gazette, including the Regulations (Reglamento) of the Hydrocarbons Sector Law. Lastly, pursuant to the transitional provisions of the Energy Reform 2025, the administrative provisions previously issued by the CRE and the CNH shall remain in force to the extent they do not conflict with the new laws. E&P Agreements shall remain in force and continue to be governed by their original terms and conditions, in accordance with the legal provisions in effect at the time of their granting. Permits and authorizations previously issued by the CNH, CRE, and SENER – including for hydrocarbon commercialization, import and export – shall remain valid under the terms and conditions under which they were granted. Transportation Before the President Peña Nieto’s energy reform, Pemex had exclusivity on certain activities such as processing, storage, transportation, distribution and marketing of petroleum products. The aforesaid energy reform allowed private sector participation in the construction and operation of oil products storage and transportation facilities. In such regard, transportation activities required a permit issued by CRE and were subject to open access principles. Pursuant to the Energy Reform 2025, the CNE shall issue the corresponding transportation permits and the open access obligations shall remain in place and applicable to the shippers, with the exception of Pemex. Moreover, the Energy Reform 2025 provides that the creation of new integrated storage and transportation systems or the addition of new infrastructure thereof shall prioritize Pemex in the capacity assignment. Market Regulations In the past, the Mexican government has imposed price controls on the sales of natural gas, NGL, gasoline, diesel, gas oil intended for domestic use, fuel oil and other products. Nonetheless, currently, sale prices of gasoline and diesel have been fully liberalized and are determined by the free market. However, in late February 2025, President Claudia Sheinbaum’s administration entered into a voluntary agreement with gas station owners in Mexico to cap the price of regular gasoline at Ps.24 per liter for an initial period of six months, which has been extended beyond 2025. Such measure aimed at alleviating financial pressures on consumers. Said agreement excludes border regions due to their unique cost structures and fiscal incentives. The import and export of petroleum products, petrochemicals, and hydrocarbons, as well as their commercialization within Mexican territory, are regulated activities subject to permits issued by SENER and, previously, by CRE, respectively. Pursuant to the Energy Reform 2025, CRE’s functions have been partially assumed by SENER, while several downstream-related responsibilities have been transferred to the CNE. Currently, in all onshore projects, private operators sell their entire hydrocarbon production domestically to Pemex. 111
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Table of Contents Federal Environmental Law The Mexican Federal Environmental Liability Law (Ley Federal de Responsabilidad Ambiental) enacted on July 7, 2013 regulates environmental liability arising from damages to the environment including remediation and compensation. In the event of intentional and unlawful action or inaction, the responsible party will be fined up to approximately 68 million Mexican Pesos for 2025. This liability regime is independent from administrative, civil or criminal liability regimes, which may be applicable depending on the performed conduct. Environmental liability may be attributed to an entity for conduct carried out by its representatives, managers, directors, employees, or officers who are directly involved in operations. The statute of limitations to claim environmental liability is 12 years from the date of the environmental damage. The law allows the interested parties to solve disputes by means of alternative dispute resolution mechanisms, provided that public interest or third-party rights are not affected. Mexican Judicial Reform On September 15, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, introducing significant changes to Mexico’s judicial system (“Mexican Judicial Reform”), mandating the popular election of judges, magistrates, and Supreme Court justices. The reform prompted significant opposition from the judiciary, including nationwide judicial work strikes in 2024, which temporarily disrupted court operations. Pursuant to the reform, elections were held in June 2025 to select nine Supreme Court justices and half of all federal judges. The elected judges took office on September 2025, with the next federal judiciary elections set for June 6, 2027. . See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Economic and political developments in Mexico may adversely affect Mexican economic policy and, in turn, our operations.” 112
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Table of Contents ORGANIZATIONAL STRUCTURE The following diagram shows our main subsidiaries as of December 31, 2025: (1) Assets transferred to Tango, effective on March 1, 2023. (2) Formerly known as Petronas E&P Argentina S.A. PROPERTY, PLANT AND EQUIPMENT We hold both freehold and leasehold interests, but no specific interest is individually material to us. Most of our property, consisting of oil and gas reserves, oil and gas wells and corporate office buildings are located in Argentina. In each of the countries in which we operate, the states (federal or provincial) are the exclusive owner of all hydrocarbon resources located in such country and have full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves. In Argentina, the Provinces are the exclusive owners of all onshore hydrocarbon resources and have full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves. The Provinces grant these rights through exploitation concessions. In Mexico, prior to the Energy Reform 2025, the Mexican State performed E&P activities through entitlements granted to public state-owned companies or by granting public state-owned companies or private entities, individually or under a consortium, E&P agreements. With the implementation of the Energy Reform 2025, the Mexican State may carry out E&P activities through self-development entitlements (asignaciones para desarrollo propio) or mixed development entitlements (asignaciones para desarrollo mixto) granted to Pemex, or, on an exceptional basis, through E&P agreements awarded pursuant to a public bidding process conducted by SENER. Entitlements and E&P agreements are subject to different regulatory regimes. For more information, see “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina” and “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico.” 113
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Table of Contents We are subject to several environmental laws and regulations promulgated by local and federal governments in Argentina and Mexico which may affect the utilization of the assets. In addition, other environmental issues may influence the Company’s use of property, plant and equipment. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry—The oil and gas industry is subject to particular operational and economic risks.” ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Forward-Looking Statements” and “Item 3—Key Information—Risk Factors” and the matters set forth in this annual report generally. The following discussion is based on, and should be read in conjunction with our Audited Financial Statements and related notes contained in this annual report. ITEM 5.A OPERATING RESULTS The table below presents our selected financial data as of and for each of the years in the three-year period ended December 31, 2025. Our historical results for any prior period do not necessarily indicate results to be expected for any future period. The selected consolidated statement of comprehensive income for the years ended December 31, 2025, 2024, and 2023 and the selected consolidated statement of financial position as of December 31, 2025, and 2024, have been prepared in accordance with IFRS Accounting Standards as issued by the IASB and have been derived from our Audited Financial Statements included elsewhere in this annual report. The entire summary financial information included in the following tables is denominated in U.S. Dollars. The financial data that has been derived from our Audited Financial Statements was prepared in accordance with IFRS Accounting Standards. For further information, see “Presentation of Information—Financial Statements and Information.” You should read the information below in conjunction with our Audited Financial Statements, including the notes thereto, as well as the sections “Presentation of Information.” 114
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Table of Contents Year endedDecember 31,2025 Year endedDecember 31,2024 Year endedDecember 31,2023 (in thousands of US$) Revenue from contracts with customers 2,474,197 1,647,768 1,168,774 Cost of sales Operating costs (186,945) (116,526) (94,685) Crude oil stock fluctuation 1,046 1,720 (2,058) Royalties and others (345,349) (243,950) (176,813) Depreciation, depletion and amortization (738,903) (437,699) (276,430) Other non-cash costs related to the transfer of conventional assets (29,016) (33,570) (27,539) Gross profit 1,175,030 817,743 591,249 Selling expenses (218,072) (140,334) (68,792) General and administrative expenses (147,709) (108,954) (70,483) Exploration expenses (578) (138) (16) Other operating income 512,793 54,127 203,812 Other operating expenses (32,382) (1,261) 302 Impairment of long- lived assets (38,252) 4,207 (24,585) Operating profit 1,250,830 625,390 631,487 Income (loss) from investments in associates (5,214) — — Interest income 10,594 4,535 1,235 Interest expense (163,356) (62,499) (21,879) Other financial income (expense) (88,183) 23,401 (65,484) Financial income (expense), net (240,945) (34,563) (86,128) Profit before income tax 1,004,671 590,827 545,359 Current income tax (expense) (241,657) (426,288) (16,393) Deferred income tax (expense) benefit (43,951) 312,982 (132,011) Income tax (expense) (285,608) (113,306) (148,404) Profit for the year, net 719,063 477,521 396,955 Other comprehensive income Other comprehensive income that shall not be reclassified to profit (loss) in subsequent periods - Profit (loss) from actuarial remediation related to employee benefits 36 (10,200) 6,565 - Deferred income tax (expense) benefit (13) 3,570 (2,298) Other comprehensive income for the year 23 (6,630) 4,267 Total comprehensive profit for the year 719,086 470,891 401,222 Earnings per share Basic (US$ per share): 7.015 4.979 4.237 Diluted (US$ per share): 6.707 4.633 4.000 Adjusted EBITDA(1) 1,596,346 1,092,452 870,658 Adjusted EBITDA Margin(2) 64% 65% 69% Adjusted Net Income (3) 339,752 193,902 491,431 ROACE (4) 29% 24% 39% (1) We calculate Adjusted EBITDA as profit for the year, net, plus income tax expense, financial income (expense), net, depreciation, depletion and amortization, income (loss) from investments in associates, impairment of long-lived assets, gain from business combination, gain from asset disposals, restructuring expenses, gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets. We present Adjusted EBITDA because we believe it provides investors with a supplemental measure of the financial performance of our core operations that facilitates period to period comparisons on a consistent basis. Our management uses Adjusted EBITDA, among other measures, for internal planning and performance measurement purposes. Adjusted EBITDA is not a measure of liquidity or operating performance under IFRS Accounting Standards and should not be construed as an alternative to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS Accounting Standards). See “Presentation of Information—Non-IFRS Financial Measures.” (2) We calculate Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue from contracts with customers plus Gain from Exports Increase Program. See “Presentation of Information—Non-IFRS Financial Measures.” If sea freight selling expenses are subtracted from revenue from contract with customers, the Adjusted EBITDA margin for the year ended December 31, 2025 is 65%. During Q4 2025, VEISA, the Company’s dedicated trading arm, started operations. VEISA is a company fully owned by Vista. Although VEISA sells mostly on a CIF (Cost, Insurance and Freight), CFR (Cost and Freight) or DAP (Delivered At Place) basis, for consistency purposes we subtract sea freight selling expenses to consider revenues on a FOB (Free On Board) equivalent basis. For more information on VEISA, see “— Main subsidiaries”. 115
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Table of Contents (3) We calculate Adjusted Net Income as profit for the year, net, plus deferred income tax (expense) benefit, impairment of long-lived assets, changes in fair value of warrants, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and gain from business combination. We add back these six adjustments since they are non-cash items that do not reflect the fair net income generation of the Company. See “Presentation of Information—Non-IFRS Financial Measures.” (4) We calculate ROACE as Adjusted EBITDA, plus depreciation, depletion and amortization, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and gain from business combination, divided by the sum of the average total debt and average total shareholders’ equity. For purposes of this definition, total debt is comprised of current borrowings, non-current borrowings, current lease liabilities and non-current lease liabilities. See “Presentation of Information—Non-IFRS Financial Measures.” The following table sets forth the reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Adjusted Net Income and ROACE: Year endedDecember 31,2025 Year endedDecember 31,2024 Year endedDecember 31,2023 (in thousands of US$) Profit for the year, net 719,063 477,521 396,955 Income tax expense 285,608 113,306 148,404 Financial income (expense), net 240,945 34,563 86,128 Depreciation, depletion and amortization 738,903 437,699 276,430 Restructuring expenses 29,875 — 276 Impairment of long-lived assets 38,252 (4,207) 24,585 Gain related to the transfer of conventional assets — — (89,659) Other non-cash costs related to the transfer of conventional assets 29,016 33,570 27,539 Gain from business combination (490,530) — — Income (loss) from investments in associates 5,214 — — Adjusted EBITDA 1,596,346 1,092,452 870,658 Revenue from contracts with customers 2,474,197 1,647,768 1,168,774 Gain from Exports Increase Program 5,378 43,911 86,173 Adjusted EBITDA Margin (1) 64% 65% 69% (1) We calculate Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue from contracts with customers plus Gain from Exports Increase Program. See “Presentation of Information—Non-IFRS Financial Measures.” If Sea freight selling expenses are subtracted from revenue from contract with customers, the Adjusted EBITDA margin for the year ended December 31, 2025 is 65%. During Q4 2025, VEISA, the Company’s dedicated trading arm, started operations. VEISA is a company fully owned by Vista. Although VEISA sells mostly on a CIF (Cost, Insurance and Freight), CFR (Cost and Freight) or DAP (Delivered At Place) basis, for consistency purposes we subtract Sea freight selling expenses to consider revenues on a FOB (Free On Board) equivalent basis. For more information on VEISA, see “— Main subsidiaries”. Year endedDecember 31,2025 Year endedDecember 31,2024 Year endedDecember 31,2023 (in thousands of US$) Profit for the year, net 719,063 477,521 396,955 Adjustments: (+) Deferred Income tax (expense) 43,951 (312,982) 132,011 (+) Changes in the fair value of Warrants — — — (+) Impairment of long-lived assets 38,252 (4,207) 24,585 (+) Gain related to the transfer of conventional assets — — (89,659) (+) Other non-cash costs related to the transfer of conventional assets 29,016 33,570 27,539 (+) Gain from business combination (490,530) — — Adjustments to Net Income (379,311) (283,619) 94,476 Adjusted Net Income 339,752 193,902 491,431 116
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Table of Contents As ofDecember 31,2025 As ofDecember 31,2024 As ofDecember 31,2023 (in thousands of US$) Current and non-current borrowings 3,154,077 1,448,567 616,055 Cash, bank balances and other short-term investments 538,402 764,307 213,253 Net Debt 2,615,675 684,260 402,802 As ofDecember 31,2025 As ofDecember 31,2024 As ofDecember 31,2023 (in thousands of US$) Current and non-current borrowings 2,615,675 684,260 402,802 Adjusted EBITDA 1,596,346 1,092,452 870,658 Net leverage ratio 1.64 0.63 0.46 As ofDecember 31,2025 As ofDecember 31,2024 As ofDecember 31,2023 (in thousands of US$) Adjusted EBITDA 1,596,346 1,092,452 870,658 Depreciation, depletion and amortization (738,903) (437,699) (276,430) Gain related to the transfer of conventional assets — — 89,659 Other non-cash costs related to the transfer of conventional assets (29,016) (33,570) (27,539) Gain from business combination 490,530 — — Average current and non-current borrowings 2,301,322 1,032,311 582,694 Average current and non-current lease liabilities 119,782 83,064 49,831 Average total shareholders’ equity 2,066,404 1,434,114 1,045,538 ROACE 29% 24% 39% 117
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Table of Contents Selected Consolidated Statement of Financial Position As ofDecember 31,2025 As ofDecember 31,2024 Assets Noncurrent assets Property, plant and equipment 5,543,032 2,805,983 Goodwill 22,576 22,576 Other intangible assets 18,485 15,443 Right-of-use assets 153,283 105,333 Biological assets 15,855 10,027 Investments in associates 54,542 11,906 Trade and other receivables 373,026 205,268 Deferred income tax assets 36,514 3,565 Total noncurrent assets 6,217,313 3,180,101 Current assets Inventories 9,457 6,469 Trade and other receivables 347,681 281,495 Cash, bank balances and other short-term investments 538,402 764,307 Total current assets 895,540 1,052,271 Total assets 7,112,853 4,232,372 Equity and liabilities Equity Capital stock 491,165 398,064 Other equity instruments 32,144 32,144 Legal reserve 8,233 8,233 Share-based payments (32,765) 45,628 Share repurchase reserve 179,324 129,324 Other accumulated comprehensive income (losses) (11,034) (11,057) Accumulated profit (losses) 1,844,527 1,018,877 Total equity 2,511,594 1,621,213 Liabilities Noncurrent liabilities Deferred income tax liabilities 298,664 64,398 Lease liabilities 88,451 37,638 Provisions 51,513 33,058 Borrowings 2,803,982 1,402,343 Employee benefits 16,226 15,968 Income tax liability 13,964 — Trade and other payables 292,236 — Total noncurrent liabilities 3,565,036 1,553,405 Current liabilities Provisions 10,800 3,910 Lease liabilities 55,452 58,022 Borrowings 350,095 46,224 Salaries and payroll taxes 35,891 32,656 Income tax liability 120,910 382,041 Other taxes and royalties 43,945 47,715 Trade and other payables 419,130 487,186 Total current liabilities 1,036,223 1,057,754 Total liabilities 4,601,259 2,611,159 Total equity and liabilities 7,112,853 4,232,372 Dividends and Shares Number of shares 104,299,705 95,285,453 118
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Table of Contents Source of Revenues Vista is principally engaged in the oil and gas E&P business. Our oil and gas operations derive revenues mainly from the production and sale of crude oil, natural gas, and NGL. During the year ended December 31, 2025, oil sales contributed 96.4% of our total revenues, natural gas sales contributed 3.4% of our total revenues and NGL sales contributed 0.2% of our total revenues. During the year ended December 31, 2024, oil sales contributed 95.5% of our total revenues, natural gas sales contributed 4.3% of our total revenues and NGL sales contributed 0.2% of our total revenues. During 2025, 2024 and 2023, most of our revenues were generated in Argentina. Our sales volumes impact directly our results of operations. As reservoir pressure declines, production from a given well, or group of wells, in a formation decreases. Growth in our future production and reserves will depend on the development of our acreage and the corresponding capital expenditure, which will determine our ability to add proved reserves in excess of our production. Accordingly, we plan to maintain our focus on adding reserves by further drilling our shale oil acreage in Vaca Muerta. Our ability to add reserves through acquisitions is dependent on many factors, including prevailing market conditions and our ability to raise capital, obtain regulatory approvals, procure drilling rigs and personnel and successfully identify and consummate acquisitions. Our business is inherently volatile due to the influence of external factors, such as domestic and international demand, market prices, availability of financial resources for our business plan and its corresponding costs and government regulations. Consequently, our past financial condition, results of operations and the trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends. We sell our oil and gas to many creditworthy purchasers. Since our production is sold in the commodities market where several customers or markets are accessible to us, we do not believe the loss of any customer would have a material adverse effect on our business. Production Results and Other Operating Data The following table sets forth summary unaudited information about the oil and natural gas historical production volumes and other relevant operating and financial data of the assets we own in Argentina and Mexico. For the year ended December 31, 2025, the historical production volumes and other relevant operating data included below were calculated at their respective working interest percentages. The royalties and others line includes royalties and export duties. Royalties payable to Provinces have not been deducted from our net production amounts given that substantially all of our production is currently in Argentina and under Argentine law royalties constitute a production tax payable in cash (and do not give Provinces a direct interest in such production to make lifting and sales arrangements independently). Export duties and sea freight selling expenses have been deducted from the realized prices. 119
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Table of Contents As of the year ended December 31, 2025 2024 2023 Net production volumes(1): Oil (MMbbl) 36.5 22.1 15.8 — Argentina 36.4 21.9 15.6 — Mexico 0.1 0.2 0.2 Natural Gas (Bcf) 30.4 18.4 15.2 — Argentina 29.7 18.3 15.1 — Mexico 0.7 0.0 0.1 NGL (MMboe) 5.4 0.1 0.2 — Argentina 5.4 0.1 0.2 — Mexico 0.0 0.0 0 Total (MMboe) 42.1 25.5 18.7 — Argentina 42.0 25.3 18.4 — Mexico 0.1 0.2 0.2 Average daily net production (boe/d) 115,479 69,660 51,149 — Argentina 115,107 69,046 50,488 — Mexico 372 615 661 Average realized sales price: Oil (US$/bbl) 62.9 69.2 66.7 Natural Gas (US$/MMBtu) 2.6 3.2 3.5 NGL (US$/tn) 395.5 324.4 351.3 Average realized sales price (US$/boe) 56.6 61.4 58.4 Average unit costs (US$/boe)(2): Operating costs 4.4 4.6 5.1 Royalties (3) 6.4 7.2 6.9 Depreciation, depletion and amortization 17.5 17.2 14.8 Other data (in thousands of US$) Operating costs 186,945 116,526 94,685 Royalties (3) 271,665 184,441 128,723 Depreciation, depletion and amortization 738,903 437,699 276,430 (1) Measured based on our working interest. There was no production due to others during the applicable periods. Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline. (2) We calculate average unit costs per boe by dividing operating costs, royalties or depreciation, depletion and amortization for the relevant period, as applicable, by average daily net production multiplied by days in each period (365 days for 2023, 366 days for 2024 and 365 days for 2025). (3) Measured based on our working interest. Royalties are applied to the total production of the concessions, and are calculated by applying the applicable royalty rate to the production, after discounting certain expenses in order to obtain the value of crude oil, natural gas and liquefied gas volumes at the wellhead. 120
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Table of Contents The following table highlights certain operating data through the end of the fourth quarter of 2025: Three-monthperiod endedDecember 31, 2025 Three-monthperiod endedSeptember 30, 2025 Three-monthperiod endedJune 30, 2025 Three-monthperiod endedMarch 31, 2025 Average Brent Crude Oil Price (US$/bbl)(1) 63.1 68.1 66.8 74.9 Average Medanito Crude Oil Price (US$/bbl)(2) 56.2 62.2 61.4 68.5 Average Natural Gas Price (US$/MMBtu)(3) 2.6 3.7 3.7 2.8 Net production volumes: Oil (MMbbl) 10.88 10.09 9.30 6.27 Natural Gas (Bcf) 8.50 8.61 7.84 5.41 NGL (MMboe) 0.06 0.04 0.04 0.05 Total (MMboe) 19.45 18.73 17.19 11.73 Average realized sales price: Oil (US$/bbl) 58.9 64.6 62.2 68.6 Natural Gas (US$/MMBtu) 1.8 3.3 2.8 2.5 NGL (US$/tn) 344 365 427 453 Lifting Cost (US$/boe) 4.7 4.7 4.5 4.3 Number of conventional wells drilled as operator 0 0 0 0 Number of shale wells drilled as operator 12 15 12 10 Revenue from contracts with customers 719,064 706,135 610,542 438,456 (1) Source: Bloomberg. (2) Light oil extracted from the Neuquina Basin. Source: Argentine Secretariat of Energy. (3) Source: Argentine Secretariat of Energy and US$/AR$ exchange rate according to Communication “A” 3500 of the BCRA. 121
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Table of Contents Factors Affecting our Results of Operations Our operations are affected by a number of factors, including: (i) the volume of crude oil, natural gas and liquid gas we produce and sell; (ii) pricing dynamics and pricing regulation; (iii) hydrocarbon export regulations set by the Argentine and Mexican governments and domestic supply requirements; (iv) international and domestic prices of crude oil and oil products; (v) discount of our oil production to market prices; (vi) our capital expenditures and financing availability; (vii) supply chain dynamics and cost increases; (viii) market demand for hydrocarbon products; (ix) operational risks, labor strikes and other forms of public protest; (x) taxes, including export taxes; (xi) regulation of capital flows; (xii) exchange rates; (xiii) interest rates; and (xiv) changes to demand for hydrocarbon products and related services as the result of global trends such as conflicts, pandemics and consumer behavior. Our business is inherently volatile due to the influence of external factors, such as domestic demand, market prices, availability of financial resources for our business plan and its corresponding costs and government regulations and policies. Consequently, our past financial condition, results of operations and trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends. Discovery and Exploitation of Reserves Our results of operations depend to a large extent on our level of success in the development of our shale oil acreage. While we have geological reports evaluating certain proved, contingent and prospective reserves in our blocks, there is no assurance that we will continue to be successful in the exploration, appraisal, development and commercialization of oil and gas. The calculation of our geological and petrophysical estimates is complex and imprecise, which means it is possible that our future exploration or appraisal in undeveloped acreage will not result in additional discoveries, and, even if we are able to successfully make such discoveries, it is uncertain whether the discoveries will be commercially viable to produce. Funding our capital expenditures partially relies on oil prices remaining close to, or higher than, our estimates together with other factors to generate sufficient cash flow. Low oil prices may affect our revenues, which in turn may affect our debt capacity and our capacity to remain within the leverage ratios defined in the covenants in our financing agreements, as well as our cash flow from operations. Our operations, investor confidence and share price could be adversely affected if we are not able to generate enough cash flows to fund our future operating costs and capital expenditures. If average realized oil prices are higher than expected, we would have the ability to allocate additional capital to engage in new projects, potential acquisition opportunities and accelerate the pace of existing operations, in all cases leading to a potential increase in our oil and gas production and cash flows. 122
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Table of Contents Our operations results would be adversely affected in the event that our oil and natural gas reserves and the capital return do not meet our expectations. In addition, we focus on several factors when analyzing new investment in our blocks or potential acquisitions. As a consequence, it is uncertain whether we will focus on the development of our current assets or make any acquisitions to increase our current production and reserves. Our business, results from operations and financial condition may be materially affected if we do not deploy the necessary capital expenditures to increase the reserves of our current blocks or increase our reserves through profitable acquisition opportunities. Availability and Reliability of Infrastructure Our business depends on the availability and reliability of operating, gathering and treatment facilities in the areas we operate, and the expansion of midstream capacity to take hydrocarbon production to our customers. Prices, together with the availability of equipment and infrastructure, with the corresponding maintenance thereof, affect our ability to follow our investment plan to operate our business, and thus our operations results and financial condition. See “Item 4—Information on the Company—Business Overview—Transportation and Treatment.” Contractual Obligations Unconventional concessions have 35-year terms under the Argentine Hydrocarbons Law. To maintain our exploitation rights granted by the provincial executive branch, we are required to comply with certain investment commitments, typically related to the drilling and completion of new wells as per a project pilot approved by the provincial executive branch. These pilots must be executed within a fixed timeframe, typically between three and five years. Operating and maintenance costs may increase significantly due to adverse local or international market conditions, such as local recession, foreign exchange volatility, or high financing costs, which could hinder our ability to meet these investment commitments within the agreed timeframe on commercially reasonable terms, or at all. A substantial and unjustified failure to comply with such investment commitments could ultimately lead to the forfeiture of our exploitation rights, with the provincial executive branch declaring the expiration of the concession, which could materially impact our ability to grow our business. See “Item 5.A Operating Results—Factors Affecting our Results of Operations—Contractual Obligations.” The Argentine and Mexican Economies Our financial condition and results of operations depend to a significant extent on macroeconomic and political conditions prevailing from time to time in Argentina, and to a lesser extent in Mexico. The general performance of the Argentine economy affects the demand for energy, while inflation, fluctuations in currency exchange rates and social stability affect our costs and our margins. Inflation primarily affects our business by increasing operating costs in Argentine Pesos. The following table sets forth key economic indicators in Argentina during the periods indicated: 2025 2024 2023 2022 2021 Real GDP (% change) (1) 4.4 (1.3) (1.9) 6.0 10.4 Nominal GDP (in millions of AR$)(1) 847,622,873 583,909,615 192,408,248 82,810,045 46,219,084 CPI variation (in %) (1) 31.5 117.8 211.4 94.8 50.9 Nominal Exchange Rate (in AR$./US$ at period end) (2) 1,459.4 1,032.5 808.5 177.1 102.8 (1) Source: INDEC. Preliminary and provisional data are shown as stated by INDEC. (2) Source: Data in accordance with foreign exchange rate set forth in Communication “A” 3,500 issued by the BCRA. For more information on these macroeconomic and political conditions, see “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments.” 123
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Table of Contents Foreign Exchange Rates The following tables show, for the periods indicated, certain information regarding the exchange rates of the Argentine Peso to the U.S. Dollar, expressed in nominal Argentine Pesos per U.S. Dollar (according to Communication “A” 3500 of the BCRA). See “Item 10—Additional Information—Exchange Controls.” Average(1) End of Period Year Ended December 31, 2021 95.2 102.8 Year Ended December 31, 2022 130.6 177.1 Year Ended December 31, 2023 295.2 808.5 Year Ended December 31, 2024 916.3 1,032.5 Year Ended December 31, 2025 1,262.4 1,459.4 Month Ended September 30, 2025 1,399.9 1,366.6 Month Ended October 31, 2025 1,432.0 1,443.0 Month Ended November 30, 2025 1,427.6 1,450.8 Month Ended December 31, 2025 1,447.8 1,459.4 Month Ended January 31, 2026 1,449.3 1,447.7 Month Ended February 28, 2026 1,409.7 1,409.0 Month Ended March 31, 2026 1,396.3 1,382.8 (1) Yearly data reflect average of month-end rates. Monthly data reflect average of day-end rates. Source: Data in accordance with foreign exchange rate set forth in Communication “A” 3,500 issued by the BCRA. The following tables show, for the periods indicated, certain information regarding the exchange rates of the Mexican Peso to the U.S. Dollar, expressed in nominal Mexican Pesos per U.S. Dollar (price to settle obligations published by Banco de México). Average(1) End of Period Year Ended December 31, 2020 21.5 19.9 Year Ended December 31, 2021 20.3 20.6 Year Ended December 31, 2022 20.1 19.4 Year Ended December 31, 2023 17.7 17.0 Year Ended December 31, 2024 18.3 20.3 Year Ended December 31, 2025 19.2 17.9 Month Ended September 30, 2025 18.5 18.4 Month Ended October 31, 2025 18.4 18.4 Month Ended November 30, 2025 18.4 18.3 Month Ended December 31, 2025 18.0 18.0 Month Ended January 31, 2026 17.7 17.2 Month Ended February 28, 2026 17.2 17.2 Month Ended March 31, 2026 17.7 18.0 (1) Reflects average of day-end rates. Sources: Banco de México Most of our sales are directly denominated in U.S. Dollars or indexed to the U.S. Dollar. We collect a significant portion of our revenues in Argentine Pesos pursuant to prices which are indexed to the U.S. Dollar, mainly revenues resulting from the sale of crude oil and natural gas, which sales are invoiced in U.S. Dollars using the U.S. Dollar/Argentine Peso exchange rate as of the date of issuance of the invoice payable within a 15- to 57-day payment period. However, our invoices are subject to adjustment to the prevailing U.S. Dollar/Argentine Peso exchange rate in effect as of the date of payment. Any significant increase in the Argentine Peso price as a result of a decline in the Argentine Peso/U.S. Dollar exchange rate could lead to decreased sales volumes as a result of increases in the effective price in Argentine Pesos paid by our customers for natural gas and crude oil. We are exposed to the risk that purchasers of our natural gas and crude oil may be unable to pay amounts owed to us following a material devaluation of the Argentine Peso. 124
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Table of Contents Argentine Foreign Exchange Regulations Since September 1, 2019, successive Argentine governments have reinstated foreign exchange controls with the purpose of strengthening the normal functioning of the economy, fostering a prudent administration of the exchange market, reducing the volatility of financial variables, and containing the impact of the variations of financial flows on the real economy. Following the change in administration in December 2023, President Javier Milei’s government adopted a new macroeconomic program focused on eliminating the fiscal deficit, significantly reducing monetary issuance and deregulating broad segments of the economy. Within this context, several measures have been implemented to gradually ease certain foreign exchange restrictions. While the current administration has publicly stated its intention to fully lift foreign exchange controls, as of the date hereof no comprehensive regulatory framework, official roadmap or binding timeline for the complete removal of such controls has been formally announced, and foreign exchange regulations remain in force. See “Item 10—Additional Information and Exchange Controls.” The value of the Argentine Peso compared to other currencies depends, among other factors, on the level of international reserves held by the BCRA, which have also shown significant fluctuations in recent years, as well as on the fiscal and monetary policies adopted by the Argentine government. The Argentine macroeconomic environment, in which we operate, was affected by the continuous depreciation of the Argentine Peso, which in turn had a direct impact on our financial and economic position. See “Item 3—Key Information—Risk Factors—Detailed Risks Related to our Company—We are exposed to foreign exchange risks related to our operations in Argentina and Mexico.” Policy and Regulatory Developments in Argentina and Mexico The Argentine and Mexican oil and gas industry have been subject to reforms during the past five years and there can be no assurance that future reforms or reversal of existing ones will not have an adverse impact on our revenues and results of operations. Our business is, to a large extent, dependent upon regulatory conditions prevailing in the countries in which we operate and our results of operations may be materially and adversely affected by regulatory changes in these countries. Additionally, the regulatory burden on the oil and gas industry increases the cost of doing business in the industry and consequently affects profitability. For more information regarding policy and regulatory developments relating to the oil and gas industry in Argentina, see “Item 4— Information on the Company—Industry and Regulatory Overview—Argentina’s Oil and Gas Industry Overview.” For more information regarding policy and regulatory developments relating to the oil and gas industry in Mexico, see “Item 4—Information on the Company—Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview.” Seasonality Although there is some historical seasonality to the prices that we are paid for our production, seasonality does not play a significant role in our ability to conduct our operations, including drilling and completion activities as planned in our budgets. For example, seasonal demand behavior during winter and autumn affects the prices that we receive for our production. However, the impact of such seasonality has historically not been material. Deferred Income Tax Under IFRS Accounting Standards, the difference between the book value of property, plant and equipment (measured in U.S. Dollars, our functional currency) and the tax basis of such property, plant and equipment (which tax basis is expressed in Argentine Pesos or Mexican Pesos, as applicable, and may not be re-valued due to foreign exchange fluctuations under applicable tax laws) is a temporary difference to be considered in the calculation of deferred income tax. For more information, see Note 2.4.14 to our Audited Financial Statements. In addition to property, plant and equipment, we recognize deferred tax assets with respect to the temporary difference between the accounting and tax basis of the well plugging and abandonment provisions relating to our oil and gas properties. On December 29, 2017, the Argentine government enacted Law No. 27,430 which introduced several changes to the Argentine income tax regime as well as to other federal taxes. Pursuant to Law No. 27,430 the income tax rate for Argentine companies would be gradually reduced from 35% to 30% commencing on tax periods initiated after January 1, 2018 and through December 31, 2019, and to 25% commencing on tax periods initiated after January 1, 2020 125
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Table of Contents (an additional income tax withholding on actual or presumed dividend distributions to Argentine resident individuals or to foreign resident shareholders was also enacted at a 7% and 13% rate, respectively, so that an aggregate 35% tax burden is completed). On December 23, 2019, the Solidarity Law was published in the Argentine Official Gazette, providing –among many other federal tax aspects, including the creation of the so-called “PAIS Tax”- the suspension of the application of the 25% corporate tax rate for one tax period. Pursuant to further clarifications unofficially made by the Argentine tax authorities, the 25% corporate tax rate (coupled with the 13% income tax withholding on actual or presumed dividend distributions of profits) would be applicable as of tax periods initiated after January 1, 2021. Through Law No. 27,630, the income tax rate applicable to Argentine companies is again modified, establishing a progressive tax rate system with a rate of 25% to 35% based on the accumulated net taxable income and a 7% withholding applicable to any distribution of dividends or profits made by such entities to individuals’ resident in Argentina and to beneficiaries abroad, regardless of the tax period in which such dividends or profits are made available to the shareholders. These amendments are applicable to tax periods beginning on or after January 1, 2021. Despite these changes, there are many transactions and calculations for which the ultimate tax determination is still uncertain. We recognize liabilities for potential tax claims based on estimates of whether additional taxes will be due in the future. For more information, see Note 2.4.14 to our Audited Financial Statements. Depreciation, Depletion and Amortization IFRS Accounting Standards requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, among other line times, relating to our oil and gas properties. Actual results could differ from such estimates. Depreciation, depletion and amortization rates can fluctuate as a result of development costs, acquisitions, impairments, as well as changes in proved reserves or proved developed reserves. For more information, see Notes 2.4.2 and 2.4.4 of our Audited Financial Statements. Oil and Gas Market Conditions The oil and gas industry is cyclical, and commodity prices are highly volatile. Following the oil price crash during the COVID-19 pandemic, global oil prices returned to pre-pandemic levels by early 2022. In the first half of 2022, Brent crude oil prices increased, driven by the ongoing conflict between Russia and Ukraine, which led to sanctions from several countries, including the United States and European Union member states. These sanctions raised concerns about global energy supply, as Russia was the world’s third-largest oil producer and the second-largest oil exporter. As a result, Brent crude oil prices rose from US$77.8/bbl on December 31, 2021, to US$85.9/bbl on December 31, 2022, with an annual average of US$99.0/bbl, representing a 39% increase year-over-year. During 2023, oil demand growth was lower than expected due to weaker economic growth and rising interest rates, leading to a decline in Brent crude oil prices from US$85.9/bbl on December 31, 2022, to US$77.0/bbl on December 31, 2023, with an annual average of US$82.3/bbl, a 17% decrease year-over-year. During 2024, oil demand growth remained below expectations. Combined with stronger non-OPEC supply growth, this contributed to a further decline in Brent crude oil prices from US$77.0/bbl on December 31, 2023, to US$74.6/bbl on December 31, 2024, with an annual average of US$79.8/bbl, representing a 3% decrease year-over-year. During 2025, oil demand growth decelerated compared to 2024. Combined with stronger supply growth, this has contributed to a further decline in Brent crude oil prices from US$74.6/bbl on December 31, 2024 to US$ 60.9/bbl on December 31, 2025, with an average of US$ 68.2/bbl for the period, representing a 15% decrease compared to 2024. It is likely that commodity prices will continue to fluctuate due to global supply and demand, inventory supply levels, weather conditions, geopolitical and other factors. Additionally, the oil and gas industry is subject to a number of operational trends, some of which affect the basins where we operate. Oil and gas companies are increasingly utilizing new techniques to lower drilling costs and increase efficiency of operations. The operating results and cash flows of our business are susceptible to risks related to the volatility of international oil prices. Due to regulatory, economic and government policy factors, oil prices in Argentina in the past have lagged behind the prevailing prices in the international market. Furthermore, Argentina’s government has imposed export duties and other restrictions on exports in the past that have prevented companies from benefiting 126
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Table of Contents from the full increase in international oil prices. During 2022, the average annual Brent crude oil price stood at US$99.0/bbl, and our average realization price was US$72.2/bbl, 27% below the average annual Brent crude oil price and 22% below export parity for Medanito oil price, which stood at US$92.7/bbl. During 2023, the average annual Brent crude oil price stood at US$82.3/bbl, and our average realization price was US$66.7/bbl, 19% below the average annual Brent crude oil price and 7% below export parity for Medanito oil price, which stood at US$72.0/bbl. During 2024, the difference between our average realized price and export parity for Medanito oil narrowed to 2%. Subsequently, by year-end of 2025, this difference was reduced to zero. The price of natural gas in Argentina has been regulated by a series of government measures intended to ensure domestic supply at affordable prices for end consumers. Therefore, gas producers can elect to sell natural gas to distribution companies in the regulated market at prices established by the relevant authorities. During the year ended December 31, 2025, we sold 13.7 million MMBtu to the regulated internal market under Plan GasAr. Alternatively, gas producers can also (or only) sell their surplus gas production on the deregulated market, either in Argentina or potentially, and subject to meeting certain requirements, through exports. Historically, gas prices in the regulated market have lagged the deregulated and regional market prices. However, this has been reverted since 2023. During the year ended December 31, 2025, our average realization price in the regulated market (i.e., Plan GasAr) was US$2.5/MMBtu and our average realization price in the domestic deregulated market (i.e., sales to industrial clients) was US$1.0/MMBtu. The following table highlights the quarterly average price trends for crude oil and natural gas in U.S. Dollars for the periods presented: 2025 2024 2023 2022 2021 2020 2019 2018 Q4 Q3 Q2 Q1 Average Brent Crude Oil Price (per bbl)(1) 63.1 68.1 66.8 74.9 79.8 82.3 99.0 71.0 43.2 43.2 71.7 Average Medanito Crude Oil Price (per bbl)(2) 56.2 62.2 61.4 68.5 68.4 60.8 67.1 53.1 40.6 54.0 65.0 Average Natural Gas Price (per MMBtu)(3) 2.6 3.9 3.7 2.8 3.2 3.4 3.2 2.9 2.3 3.4 4.4 (1) Source: Bloomberg. (2) Light oil extracted from the Neuquina Basin. Source: Argentine Secretariat of Energy. (3) Source: Argentine Secretariat of Energy and US$/AR$ exchange rate according to Communication “A” 3,500 of the BCRA. A sustained drop in oil, natural gas and NGL prices may not only decrease our revenues but may also reduce the amount of oil, natural gas and NGL that we can produce economically and therefore potentially lower our oil, natural gas and NGL reserve quantities. Results of Operations The following discussion relates to certain financial and operating data for the periods and years indicated. You should read this discussion in conjunction with our Audited Financial Statements and the accompanying notes thereto. We measure our performance by our profit for the year or for the period, gross profit and operating profit and use these metrics to make decisions about allocating resources and to evaluate our financial performance. 127
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Table of Contents Year ended December 31, 2025 compared to year ended December 31, 2024 Year ended December 31, 2025 Year ended December 31, 2024 (in thousands ofUS$ except pershare data) (% of revenues) (in thousands ofUS$ except pershare data) (% of revenues) Revenue from contract with customers 2,474,197 100% 1,647,768 100% Cost of sales (1,299,167) (53)% (830,025) (50)% Gross profit 1,175,030 47% 817,743 50% Selling expenses (218,072) (9)% (140,334) (9)% General and administrative expenses (147,709) (6)% (108,954) (7)% Exploration expenses (578) (0)% (138) (0)% Other operating income 512,793 21% 54,127 3% Other operating expenses (32,382) (1)% (1,261) 0% Impairment of long- lived assets (38,252) (2)% 4,207 0% Operating profit 1,250,830 51% 625,390 38% Income (loss) from investments in associates (5,214) (0)% — 0% Interest income 10,594 0% 4,535 0% Interest expense (163,356) (7)% (62,499) (4)% Other financial income (expense) (88,183) (4)% 23,401 1% Financial income (expense), net (240,945) (10)% (34,563) (2)% Profit before income tax 1,004,671 41% 590,827 36% Current income tax (expense) (241,657) (10)% (426,288) (26)% Deferred income tax (expense) benefit (43,951) (2)% 312,982 19% Income tax (expense) (285,608) (12)% (113,306) (7)% Profit for the year, net 719,063 29% 477,521 29% Other comprehensive income Other comprehensive income that shall not be reclassified to profit or (loss) in subsequent periods Profit (loss) from actuarial remediation related to employee benefits 36 0% (10,200) (1)% Deferred income tax benefit (expense) (13) (0)% 3,570 0% Other comprehensive income for the year 23 0% (6,630) 0% Total comprehensive profit for the year 719,086 29% 470,891 29% Earnings per share Basic (US$ per share): 7.015 N/A 4.979 N/A Diluted (US$ per share): 6.707 N/A 4.633 N/A 128
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Table of Contents Revenue from contracts with customers The detail of our revenues from contracts with customers is the following: Types of goods For the year endedDecember 31,2025 For the year endedDecember 31,2024 Revenues from crude oil sales 2,384,912 1,573,069 Revenues from natural gas sales 83,104 71,756 Revenues from NGL sales 6,181 2,943 Revenue from contracts with customers 2,474,197 1,647,768 Total revenue from contracts with customers increased to US$2,474.2 million during the year ended December 31, 2025, compared to US$1,647.8 million during the year ended December 31, 2024. Such increase was mainly driven by higher oil and gas production, boosted by the La Amarga Chica Acquisition, partially offset by lower oil and gas realized prices. Total revenue from contracts with customers for the year ended December 31, 2025, was impacted by sea freight selling expenses incurred by VEISA, our subsidiary that started operations during the fourth quarter of 2025, and transferred to customers through pricing. Sea freight selling expenses were US$29.8 million for the year ended December 31, 2025. Revenues from crude oil increased to US$2,384.9 million during the year ended December 31, 2025, compared to US$1,573.1 million during the year ended December 31, 2024, which represented 96% and 95% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by an increase in oil sales volumes of 66%, boosted by the La Amarga Chica Acquisition, partially offset a decrease in realized crude oil price of 9% year-over-year. Revenues from crude oil for the year ended December 31, 2025 were impacted by sea freight selling expenses incurred by VEISA and transferred to customers through pricing. Sea freight selling expenses were US$29.8 million for the year ended December 31, 2025. Total volume of crude oil sold increased to 36.3 MMbbl during the year ended December 31, 2025, compared to 21.9 MMbbl during the year ended December 31, 2024. Such increase was mainly driven by a 66% oil production growth year-over-year, which in turn resulted from (i) 50 shale oil wells tied in in our operated blocks during the year ended December 31, 2025 and (ii) additional production incorporated through the La Amarga Chica Acquisition (La Amarga Chica currently has 149 net wells on production). Average realized crude oil sales prices decreased to US$62.9/bbl during the year ended December 31, 2025, compared to US$69.2/bbl during the year ended December 31, 2024. Such decrease was mainly driven by a 15% decrease in Brent price. In 2025, 22.2 MMbbl of crude oil, or 61% of total crude oil volumes, were sold to export markets for a total revenue of US$1,494.5 million, which, net of Sea freight selling expenses of US$29.8 million and export duties of US$73.7 million, amounted to US$1,391.0 million. In 2024, 10.6 MMbbl of crude oil, or 49% of total crude oil volumes, were sold to export markets for a total revenue of US$807.5 million, which, net of export duties of US$59.6 million, amounted to US$748.0 million. Combining sales to international and domestic markets, 98% of our sales were conducted at export parity prices, an increase from 68% in 2024. Revenues from natural gas increased to US$83.1 million during the year ended December 31, 2025, compared to US$71.8 million during the year ended December 31, 2024, which represented 3% and 4% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by a 41% increase in natural gas sales volumes and partially offset by an 18% decrease in realized natural gas prices. Total volume of natural gas sold increased to 5.5 MMboe during the year ended December 31, 2025, compared to 3.9 MMboe during the year ended December 31, 2024. 129
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Table of Contents The average realized natural gas sales price was US$2.6/MMBtu during the year ended December 31, 2025, an 18% decrease compared to US$3.2/MMBtu during the year ended December 31, 2024. Such decrease was mainly driven by lower prices, both in the domestic and international markets. Revenues from NGL increased to US$6.2 million during the year ended December 31, 2025, compared to US$2.9 million during the year ended December 31, 2024, which represented less than 1% of our total revenue from contracts with customers during both periods. During the year ended December 31, 2025, 99.7% of our revenue was generated by our oil and gas properties in Argentina, compared to 99% during the year ended December 31, 2024. Cost of Sales For the yearended December 31,2025 For the yearended December 31,2024 (in thousands of US$) Operating costs (186,945) (116,526) Crude oil stock fluctuation 1,046 1,720 Royalties and others (345,349) (243,950) Depreciation, depletion and amortization (738,903) (437,699) Other non-cash costs related to the transfer of conventional assets (29,016) (33,570) Cost of sales (1,299,167) (830,025) Cost of sales increased to US$1,299.2 million during the year ended December 31, 2025, compared to US$830.0 million during the year ended December 31, 2024. Total cost of sales included operating costs, fluctuations in the inventory of crude oil, royalties and others, depreciation, depletion and amortization, and other non-cash costs related to the transfer of conventional assets. Operating costs increased to US$186.9 million during the year ended December 31, 2025, compared to US$116.5 million during the year ended December 31, 2024, which represented 14% of our total cost of sales during both periods. Operating costs per produced barrel decreased to US$4.4/boe during the year ended December 31, 2025, from US$4.6/boe during the year ended December 31, 2024, reflecting the benefits of a larger scale and continuous focus on efficiency. The crude oil stock fluctuation decreased to a gain of US$1.0 million during the year ended December 31, 2025, compared to a gain of US$1.7 million during the year ended December 31, 2024. The gain during 2025 was driven by the increase in crude oil stock at the end of the period. Royalties and others increased to US$345.3 million during the year ended December 31, 2025, compared to US$244.0 million during the year ended December 31, 2024, which represented 27% and 29% of our total cost of sales, respectively. This increase was primarily driven by the above-mentioned increase in crude oil production. Depreciation, depletion and amortization increased to US$738.9 million during the year ended December 31, 2025, compared to US$437.7 million during the year ended December 31, 2024, which represented 57% and 53% of our total cost of sales, respectively. This increased was primarily driven by higher capital expenditures and total production in 2025 compared to 2024. Other non-cash costs related to the transfer of conventional assets was US$29.0 million during the year ended December 31, 2025, compared to US$33.6 million during the year ended December 31, 2024, which represented 2% and 4% of our total cost of sales, respectively. These non-cash were mainly related to the Conventional Assets Transaction. 130
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Table of Contents Gross Profit Gross profit increased to US$1,175.0 million during the year ended December 31, 2025, compared to US$817.7 million during the year ended December 31, 2024, which represented 47% and 50% of our total revenue from contracts with customers, respectively. Selling Expenses Selling expenses were US$218.1 million during the year ended December 31, 2025, compared to US$140.3 million during the year ended December 31, 2024, which represented 9% of our total revenue from contracts with customers during both periods. Selling expenses for the year ended December 31, 2025, include US$29.8 million of Sea freight selling expenses, which were incurred by VEISA (and an equivalent amount was collected as revenues by VEISA from its customers), our subsidiary that started operations during the fourth quarter of 2025. Excluding Sea freight selling expenses, selling expenses per produced barrel decreased to US$4.5/boe during the year ended December 31, 2025, from US$5.5/boe during the year ended December 31, 2024, mainly driven by the elimination of trucking as of the end of Q1 2025, as the Oldelval Duplicar pipeline became online. General and Administrative Expenses General and administrative expenses increased to US$147.7 million during the year ended December 31, 2025, compared to US$109.0 million during the year ended December 31, 2024, which represented 6% and 7% of our total revenue from contracts with customers, respectively. This increase was primarily driven by an increase of share-based payments, fees and compensation for services and an increase of salaries and payroll taxes. Exploration Expenses Exploration expenses increased to US$0.58 million during the year ended December 31, 2025, compared to US$0.14 million during the year ended December 31, 2024. Other Operating Income Other operating income increased to US$512.8 million during the year ended December 31, 2025, compared to US$54.1 million during the year ended December 31, 2024. This increase was mainly driven by the gain from the La Amarga Chica Acquisition. Other Operating Expenses Other operating expenses increased to a loss of US$32.4 million during the year ended December 31, 2025, compared to a loss of US$1.3 million during the year ended December 31, 2024. Impairment of Long-lived Assets Impairment of long-lived assets resulted in a loss of US$38.3 million during the year ended December 31, 2025, related to the submission of a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation to the date of issuance of this annual report. Impairment of long-lived assets resulted in a gain of US$4.2 million during the year ended December 31, 2024. Operating Profit Operating profit increased to US$1,250.8 million during the year ended December 31, 2025, compared to US$625.4 million during the year ended December 31, 2024, which represented 51% and 38% of our total revenue from contracts with customers, respectively. 131
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Table of Contents Income (loss) from Investments in Associates Income (loss) from Investments in Associates was US$5.2 million during the year ended December 31, 2025, compared to nil during the year ended December 31, 2024. This loss was mainly related to investments in VMOS. See “Item 4—Information on the Company—Business Overview —Vaca Muerta Oleoducto Sur Project.” Interest Income Interest income increased to US$10.6 million during the year ended December 31, 2025, compared to US$4.5 million during the year ended December 31, 2024. Interest Expense As of December 31, 2025, the interest income (expense) increased to US$163.4 million from US$62.5 million for the year ended December 31, 2024. This increase was primarily due to higher financial interests. Other Financial Income (Expense) Other financial results totaled a loss of US$88.2 million for the year ended December 31, 2025, compared to a gain of US$23.4 million for the year ended December 31, 2024. This change was primarily driven by accrued interest related to taxes and discount of assets and liabilities at present value. Profit Before Income Taxes Profit before income taxes totaled US$1,004.7 million during the year ended December 31, 2025, compared to US$590.8 million during the year ended December 31, 2024. Income Tax expense Our income tax expenses totaled US$285.6 million during the year ended December 31, 2025, compared to US$113.3 million during the year ended December 31, 2024. This change was primarily driven by higher profit for the year. Profit for the year, net During the year ended December 31, 2025, the profit for the year net totaled US$719.1 million, compared to US$477.5 million during year ended December 31, 2024. 132
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Table of Contents Year ended December 31, 2024 compared to year ended December 31, 2023 Year ended December 31, 2024 Year ended December 31, 2023 (in thousands ofUS$ except pershare data) (% of revenues) (in thousands ofUS$ except pershare data) (% of revenues) Revenue from contract with customers 1,647,768 100% 1,168,774 100% Cost of sales (830,025) (50)% (577,525) (49)% Gross profit 817,743 50% 591,249 51% Selling expenses (140,334) (9)% (68,792) (6)% General and administrative expenses (108,954) (7)% (70,483) (6)% Exploration expenses (138) (0)% (16) (0)% Other operating income 54,127 3% 203,812 17% Other operating expenses (1,261) 0% 302 0% Reversal (impairment) of long- lived assets 4,207 0% (24,585) (2)% Operating profit 625,390 38% 631,487 54% Interest income 4,535 0% 1,235 0% Interest expense (62,499) (4)% (21,879) (2)% Other financial income (expense) 23,401 1% (65,484) (6)% Financial income (expense), net (34,563) (2)% (86,128) (7)% Profit before income tax 590,827 36% 545,359 47% Current income tax (expense) (426,288) (26)% (16,393) (1)% Deferred income tax (expense) 312,982 19% (132,011) (11)% Income tax (expense) (113,306) (7)% (148,404) (13)% Profit for the year, net 477,521 29% 396,955 34% Other comprehensive income Other comprehensive income that shall not be reclassified to profit or (loss) in subsequent periods (Loss) profit from actuarial remediation related to employee benefits (10,200) (1)% 6,565 1% Deferred income tax benefit (expense) 3,570 0% (2,298) (0)% Other comprehensive income for the year (6,630) 0% 4,267 0% Total comprehensive profit for the year 470,891 29% 401,222 34% Earnings per share Basic (In US$ per share): 4.979 N/A 4.237 N/A Diluted (In US$ per share): 4.633 N/A 4.000 N/A 133
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Table of Contents Revenue from contracts with customers The detail of our revenues from contracts with customers is the following: Types of goods For the year endedDecember 31,2024 For the year endedDecember 31,2023 Revenues from crude oil sales 1,573,069 1,097,316 Revenues from natural gas sales 71,756 67,290 Revenues from NGL sales 2,943 4,168 Revenue from contracts with customers 1,647,768 1,168,774 Total revenue from contracts with customers increased to US$1,647.8 million during the year ended December 31, 2024, compared to US$1,168.8 million during the year ended December 31, 2023. Such increase was mainly driven by oil production growth. Revenues from crude oil increased to US$1,573.1 million during the year ended December 31, 2024, compared to US$1,097.3 million during the year ended December 31, 2023, which represented 96% and 94% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by an increase in oil sales volumes of 39% and an increase in realized crude oil price of 4% year-over-year. Total volume of crude oil sold increased to 21.9 MMbbl during the year ended December 31, 2024, compared to 15.7 MMbbl during the year ended December 31, 2023, mainly driven by a 36% production growth year-over-year, which in turn resulted from 50 shale oil wells tied-in during 2024, increasing the total number of cumulative shale wells tied-in to 149 at year-end. This activity boosted oil production, which increased 39% year- over-year during 2024. Average realized crude oil sales prices increased to US$69.2/bbl during the year ended December 31, 2024, compared to US$66.7/bbl during the year ended December 31, 2023. Such increase was mainly driven by a 12% increase in domestic prices (including 37% of domestic volumes sold at export parity prices, up from 9% during 2023) and partially offset by a decrease in export prices of 2%. In 2024, 10.6 MMbbl of crude oil, or 49% of total crude oil volumes, were sold to export markets for a total revenue of US$807.5 million, which, net of export duties of US$59.5 million, amounted to US$748.0 million. In 2023, 8.2 MMbbl of crude oil, or 52% of total crude oil volumes, were sold to export markets for a total revenue of US$642.2 million, which, net of export duties of US$48.4 million, amounted to US$593.8 million. Combining sales to international and domestic markets, 68% of our sales were conducted at export parity prices, an increase from 57% in 2023. Revenues from natural gas increased to US$71.8 million during the year ended December 31, 2024, compared to US$67.3 million during the year ended December 31, 2023, which represented 4% and 6% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by a 17% increase in natural gas sales volumes and partially offset by a 9% decrease in realized natural gas prices. Total volume of natural gas sold increased to 3.9 MMboe during the year ended December 31, 2024, compared to 3.3 MMboe during the year ended December 31, 2023. The average realized natural gas sales price was US$3.2/MMBtu during the year ended December 31, 2024, a 9% decrease compared to US$3.5/MMBtu during the year ended December 31, 2023. Such decrease was mainly driven by lower prices to industrial customers at US$1.9/MMBtu in 2024, compared to US$2.3/MMBtu in 2023. Revenues from NGL decreased to US$2.9 million during the year ended December 31, 2024, compared to US$4.2 million during the year ended December 31, 2023, which represented less than 1% of our total revenue from contracts with customers during both periods. 134
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Table of Contents During the year ended December 31, 2024, 99% of our revenue was generated by our oil and gas properties in Argentina, as well as during the year ended December 31, 2023. Cost of Sales For the yearended December 31,2024 For the yearended December 31,2023 (in thousands of US$) Operating costs (116,526) (94,685) Crude oil stock fluctuation 1,720 (2,058) Depreciation, depletion and amortization (437,699) (276,430) Royalties and others (243,950) (176,813) Other non-cash costs related to the transfer of conventional assets (33,570) (27,539) Cost of sales (830,025) (577,525) Cost of sales increased to US$830.0 million during the year ended December 31, 2024, compared to US$577.5 million during the year ended December 31, 2023. Total cost of sales included operating costs, fluctuations in the inventory of crude oil, depreciation, depletion and amortization, royalties and others, and other non-cash costs related to the transfer of conventional assets. Operating costs increased to US$116.5 million during the year ended December 31, 2024, compared to US$94.7 million during the year ended December 31, 2023, which represented 14% and 16% of our total cost of sales, respectively. Operating costs per produced barrel decreased to US$4.6/boe during the year ended December 31, 2024, from US$5.1/boe during the year ended December 31, 2023. This decrease was primarily driven by the dilution of fixed costs due to production growth and partially offset by inflation in U.S. Dollars impacting Argentine Peso-denominated expenditures. The crude oil stock fluctuation increased to a gain of US$1.7 million during the year ended December 31, 2024, compared to a loss of US$2.1 million during the year ended December 31, 2023. This was primarily due to the increase in crude oil stock at the end of the period. Depreciation, depletion and amortization increased to US$437.7 million during the year ended December 31, 2024, compared to US$276.4 million during the year ended December 31, 2023, which represented 53% and 48% of our total cost of sales, respectively. This increase was primarily driven by higher capital expenditures and total production in 2024 compared to 2023. Royalties and others increased to US$244.0 million during the year ended December 31, 2024, compared to US$176.8 million during the year ended December 31, 2023, which represented 29% and 31% of our total cost of sales, respectively. This increase was primarily driven by the above-mentioned increase in crude oil production and prices. Other non-cash costs related to the transfer of conventional assets was US$33.6 million during the year ended December 31, 2024, compared to US$27.5 million during the year ended December 31, 2023, which represented 4% and 5% of our total cost of sales, respectively. These non-cash were mainly related to the Conventional Assets Transaction. Gross Profit Gross profit increased to US$817.7 million during the year ended December 31, 2024, compared to US$591.2 million during the year ended December 31, 2023, which represented 50% and 51% of our total revenue from contracts with customers, respectively. Selling Expenses Selling expenses increased to US$140.3 million during the year ended December 31, 2024, compared to US$68.8 million during the year ended December 31, 2023, which represented 9% and 6% of our total revenue from contracts with customers, respectively. This increase was primarily driven by an increase of 167% in transport costs due to a higher amount of crude oil volumes transported by trucks in 2024 compared to 2023. 135
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Table of Contents General and Administrative Expenses General and administrative expenses increased to US$109.0 million during the year ended December 31, 2024, compared to US$70.5 million during the year ended December 31, 2023, which represented 7% and 6% of our total revenue from contracts with customers, respectively. This increase was primarily driven by a 61% increase in salaries and payroll taxes, a 51% increase in share-based payments and a 414% increase in taxes, rates and contributions, in all cases during 2024 compared to 2023. Exploration Expenses Exploration expenses increased to US$0.14 million during the year ended December 31, 2024, compared to US$0.02 million during the year ended December 31, 2023. Other Operating Income Other operating income decreased to US$54.1 million during the year ended December 31, 2024, compared to US$203.8 million during the year ended December 31, 2023. This decrease was mainly driven by (i) no gains related to the Conventional Assets Transaction in 2024, compared to US$89.7 million in 2023, (ii) US$36.0 million of lower gains from the Exports Increase Program, and (iii) US$24.4 million lower gains related to the gain from the Farm-out Agreements with Trafigura. Other Operating Expenses Other operating expenses resulted in a loss of US$1.3 million during the year ended December 31, 2024, compared to a gain of US$0.3 million during the year ended December 31, 2023. Impairment of Long-lived Assets Impairment of long-lived assets resulted in a gain of US$4.2 million during the year ended December 31, 2024, related to the concessions CS-01 in Mexico, compared to a loss of US$24.6 million during the year ended December 31, 2023. Operating Profit Operating profit decreased to US$625.4 million during the year ended December 31, 2024, compared to US$631.5 million during the year ended December 31, 2023, which represented 38% and 54% of our total revenue from contracts with customers, respectively. Interest Income Interest income increased to US$4.5 million during the year ended December 31, 2024, compared to US$1.2 million during the year ended December 31, 2023. Interest Expense As of December 31, 2024, the interest expense increased to US$62.5 million from US$21.9 million for the year ended December 31, 2023. This increase was primarily due to new debt issuances at a higher interest rate. Other Financial Results Other financial results totaled a gain of US$23.4 million for the year ended December 31, 2024, compared to a loss of US$65.5 million for the year ended December 31, 2023. This change was primarily driven by the remeasurement of borrowings arising from financial liabilities incurred in Argentina, adjusted by the reference stabilization ratio (“UVA”), recorded in 2023, and a 156% decrease in other financial results, partially offset by a 102% increase in net foreign exchange rate changes. 136
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Table of Contents Profit Before Income Taxes Profit before income taxes totaled US$590.8 million during the year ended December 31, 2024, compared to US$545.4 million during the year ended December 31, 2023. Income Tax expense Our income tax expenses totaled US$113.3 million during the year ended December 31, 2024, compared to US$148.4 million during the year ended December 31, 2023. This change was primarily driven by a net effect of (i) an increase in current income tax expenses from US$16.4 million in 2023 to US$426.3 million in 2024, and (ii) a decrease in deferred income tax, from a an expense of US$132.0 million in 2023 to a gain of US$312.9 million in 2024, mainly driven by the deferred tax inflation adjustment from our main subsidiary Vista Argentina, and the depreciation of the Argentine Peso with respect to the U.S. Dollar affecting the Company’s tax deductions of nonmonetary assets. Profit for the year, net During the year ended December 31, 2024, the profit for the year, net totaled US$477.5 million, compared to US$397.0 million during year ended December 31, 2023. 137
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Table of Contents ITEM 5.B LIQUIDITY AND CAPITAL RESOURCES Our financial condition and liquidity are and will continue to be influenced by a variety of factors, including: • changes in oil, natural gas and liquid gas prices and our ability to generate cash flows from our operations; • our capital expenditure requirements; and • the level of our outstanding indebtedness and the interest we are obligated to pay on this indebtedness. On August 15, 2017, we completed our US$650 million initial global offering of 65,000,000 series A shares and 65,000,000 warrants exercisable for such series A shares (“Warrants”), generating net proceeds to us, after offering expenses, of US$640 million. The series A shares and warrants issued pursuant to our initial global offering are listed on the Mexican Stock Exchange. As of the date of this annual report, there are no outstanding warrants as a result of the automatic exercise of all outstanding warrants on a cashless basis. See “Item 10—Additional Information—Memorandum and Articles of Association—Warrants.” Concurrently with our initial global offering, Vista Sponsor Holdings, L.P. and the Executive Team purchased a total of 29,680,000 warrants exercisable for series A shares in a private placement (“Sponsor Warrants”), generating gross proceeds to us of US$14,840,000. The Sponsor Warrants were identical to and fungible with the Warrants. As of the date of this annual report, there are no outstanding Sponsor Warrants as a result of the automatic exercise of all outstanding warrants on a cashless basis. See “Item 10—Additional Information—Memorandum and Articles of Association —Warrants.” On April 4, 2018, the date we consummated our acquisition of certain assets from Pampa and Pluspetrol Resources Corporation: • we entered into a bridge loan agreement (“Bridge Loan”) with Citibank, N.A., Credit Suisse AG Cayman Islands Branch and Morgan Stanley Senior Funding, Inc. in an aggregate principal amount equal to US$260.0 million, maturing on February 11, 2019, bearing interest at a variable rate between 3.25% and 5%. The Bridge Loan was prepaid in full on or about July 19, 2018 with the proceeds of the Credit Agreement. • approximately 31.29% of holders of series A shares exercised their redemption rights, as a result of which 20,340,685 series A shares were redeemed for an amount of US$204.6 million. The holders of remaining series A shares were capitalized net of the deferred offering expenses paid to the underwriters in our initial global offering for an amount of US$442.5 million, and • we obtained from a private placement transaction a capital contribution of US$95,000,000 representing 9,500,000 series A shares that were paid in. For more information on this acquisition, please see “Presentation of Information—The Initial Business Combination” in Vista’s annual report on Form 20-F filed with the SEC on April 30, 2020. In July 2019, we completed a global offering consisting of a follow-on public offering in Mexico of our series A shares and an international public offering in the United States and other countries of our series A shares represented by American Depositary Shares on the NYSE for a total amount of 10,906,257 series A shares (including all over-allotment options). Our ADSs began trading on the NYSE on July 26, 2019, under the ticker symbol “VIST.” The gross proceeds of the global offering amounted to approximately US$101 million, before fees and expenses. As of the date of this annual report, 3,215,454 shares became outstanding as the Warrants in their original terms have been exercised in full. See “Item 10—Additional Information—Memorandum and Articles of Association—Warrants.” We believe that our working capital is sufficient for our present requirements. 138
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Table of Contents Indebtedness As of December 31, 2025, we had a total outstanding indebtedness of US$3,154.1 million. The following table summarizes our outstanding debt obligations, including bilateral loan agreements, bond issuances, and other financing arrangements as of December 31, 2025. These obligations include secured and unsecured loans, corporate bonds issued under our Program, and other credit facilities, each with varying maturities, interest rates, and repayment structures. Bond / Bank loan Nominalamount Outstanding InterestRate Maturity Amortization (in millions of US$) Series XII 100.80 87.23 5.85% 8/27/2031 Fifteen semi-annual installments from August, 2024 until maturity date Series XVI 104.30 104.15 0.00% 6/6/2026 Bullet Series XVII 39.00 39.06 0.00% 12/6/2026 Bullet Series XVIII 118.50 118.32 0.00% 3/3/2027 Bullet Series XIX 16.50 16.43 1.00% 3/3/2028 Bullet Series XXI 70.00 69.90 0.99% 8/11/2028 Bullet Series XXII 14.70 14.73 5.00% 6/5/2026 Bullet Series XXIII 92.20 73.46 6.50% 3/6/2027 Bullet Series XXIV 46.60 46.94 8.00% 5/2/2029 Four semi-annual installments from November, 2027, until maturity date Series XXV 53.20 53.24 3.00% 7/8/2028 Bullet Series XXVI 150.00 151.75 7.65% 10/10/2031 Three consecutive annual installments from October , 2029 until maturity date Series XXVII(1) 600.00 597.95 7.63% 12/10/2035 Three consecutive annual installments from December, 2033 until maturity date Series XXVIII 92.41 94.04 7.50% 3/7/2030 Bullet Series XXIX 900.00(2) 899.34 8.50% 6/10/2033 Three consecutive annual installments from June 10, 2031 until maturity date Series XXX 73.26 73.80 6.00% 4/15/2027 Bullet Santander International 11.70 0.07(3) 1.80% 1/20/2026 Bullet Santander International 43.50 0.08(3) 2.05% 7/2/2026 Bullet Santander International 13.50 0.03(3) 2.45% 1/4/2027 Bullet ConocoPhillips 25.00 25.73 SOFR + 2.1% 9/26/2026 Bullet Citibank 25.00 25.16 5.00% 4/27/2026 Bullet Citibank 20.00 20.11 5.00% 4/27/2026 Bullet Citibank 40.00 40.14 5.00% 5/27/2027 Bullet Citibank 10.00 10.04 5.00% 5/27/2027 Bullet BBVA 40.00 40.01 3.50% 4/28/2026 Bullet ICBC 100.00 101.10 SOFR Adjusted + 4% 7/1/2030 Fifteen consecutive quarterly installments from January, 2027 until maturity date. Galicia 100.00 100.93 8.80% 7/3/2030 Fifteen consecutive quarterly installments from January, 2027 until maturity date. 139
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Table of Contents Bond / Bank loan Nominalamount Outstanding InterestRate Maturity Amortization (in millions of US$) ICBC 50.00 50.25 SOFR Adjusted + 4% 7/3/2030 Fifteen consecutive quarterly installments from January, 2027 until maturity date. ITAU & Santander 250.00 246.93 SOFR + 4.5% 7/3/2030 Fifteen consecutive quarterly installments from January, 2027 until maturity date. Galicia 30.00 31.84 7.60% 7/15/2026 Bullet Galicia 20.00 20.91 8.00% 1/16/2026 Bullet Galicia 30.00 0.41 6.25% 1/9/2026 Bullet Total 3,154.1 (1) On December 10, 2024, Vista Argentina issued US$600 million aggregate principal amount of 7.625% senior notes due 2035 (“2035 Notes”) under the Program. The offering of the 2035 Notes was conducted as a private offering to qualified institutional buyers in accordance with Rule 144A of the Securities Act and outside the United States to non-U.S. persons in accordance with under Regulation S of the Securities Act. (2) On June 10, 2025, Vista Argentina issued US$500 million aggregate principal amount of the 8.500% senior notes due 2033 (the “2033 Notes”) under the Program. The offering of the 2033 Notes was conducted as a private offering to qualified institutional buyers in accordance with Rule 144A of the Securities Act and outside the United States to non-U.S. persons in accordance with under Regulation S of the Securities Act. On December 10, 2025, Vista Argentina issued an additional US$400 million aggregate principal amount of the 2033 Notes under the Program, priced at a yield of 8.25%. (3) As of December 31, 2025, it includes U.S.$20.4 million of collateralized capital. The carrying amount corresponds to interest. On April 8, 2026, Vista Argentina issued US$500,000,000 in aggregate principal amount of its 2038 Notes. The 2038 Notes were issued by Vista Argentina, Vista’s main subsidiary. The offering of the 2038 Notes was conducted in the United States and other foreign jurisdictions pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended, under the global program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) approved by the Shareholders’ Meetings of Vista Argentina held on May 7, 2019, May 7, 2024, October 29, 2024 and February 2, 2026. The 2038 Notes have an average weighted life of eleven years. Principal installments will be made on the tenth, eleventh and twelfth anniversaries of April 8, 2026. In addition to the above, between December 31, 2025 and the date of this annual report, Vista also (i) incurred US$955 million, and (ii) repaid existing indebtedness facilities for US$341 million. See “Item 4—Information on the Company—Recent Developments—Indebtedness.” As of the date of this annual report, we are not in arrears in the payment of principal and interest, as applicable, on the aforementioned loans. Other Contractual Obligations As of December 31, 2025, the Company also has other commitments and contractual obligations as follows: Payments due by period Total Short Term(less thanone year) Long Term(more thanone year) (in thousands of US$) Employee Benefit Plan 11,915 1,333 10,582 Lease Agreements 174,988 60,208 114,780 Total 186,903 61,541 125,362 140
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Table of Contents Capital Expenditures The amount and allocation of future capital expenditures will depend upon a number of factors, including our cash flows from operating, investing and financing activities and our ability to execute our drilling program. We periodically review our capital expenditure budget to assess changes in current and projected cash flows, debt requirements and other factors. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to finance the capital expenditures necessary to maintain our production or proved reserves. We intend to fund our capital expenditures with cash generated from our operations, cash on hand, and debt and equity financing. Because we operate a high percentage of our acreage, capital expenditure amounts (in addition to our capital expenditures committed under our concessions) and timing are largely discretionary and within our control. We determine our capital expenditures depending on a variety of factors, including, but not limited to, existing commitments under the concessions, the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other working interest owners. A deferral of planned capital expenditures, particularly with respect to drilling and completing new wells, could result in a reduction in anticipated production and cash flows. Moreover, we may be required to unbook some portion of our current proved undeveloped reserves if such deferral of planned capital expenditures implies that we will be unable to develop such reserves within five years of their initial booking. During the year ended December 31, 2025, we made total capital expenditures of US$1,330.5 million. During the year ended December 31, 2024, we made total capital expenditures of US$1,296.8 million. During the year ended December 31, 2023, we made total capital expenditures of US$734.3 million. As part of the terms and conditions governing the concession agreements relating to our oil and gas properties in Argentina, we are committed to making capital investments for drilling and completing wells, performing well workovers and investing in facilities. We have estimated the amount of capital expenditures required to comply with our commitments under such concessions based on the historical costs of drilling and completing wells, performing well workovers and investing in facilities. According to our best estimates, as of December 31, 2025, our remaining investment commitments include drilling and completing nine development wells, executing 28 workovers, and abandoning 21 wells in Entre Lomas, 25 de Mayo–Medanito SE, and Jagüel de los Machos. Pursuant to the Conventional Assets Transaction agreement, Tango has assumed all past investment commitments, along with the associated costs, taxes, and royalties related to the CAT Exploitation Concessions. Capital expenditures related to these commitments amount to an estimated US$40 million. For more information on these investment commitments. Cash Flows The following table sets forth our cash flows for the periods indicated: For the yearendedDecember 31,2025 For the yearendedDecember 31,2024 For the yearendedDecember 31,2023 Cash flows provided by (used in) Operating activities 796,191 959,026 712,033 Investing activities (2,349,064) (1,051,876) (699,313) Financing activities 1,327,540 641,211 19,556 Net (decrease) increase in cash and cash equivalents (225,333) 548,361 32,276 The ability of our Argentine entities to purchase non-Argentine currency in Argentina and to transfer any funds in the form of dividends, loans or advances to any non-Argentine entities (including affiliates) is subject to certain foreign exchange restrictions, as further described in “Item 3— Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Current Argentine 141
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Table of Contents exchange controls and the implementation of further exchange controls could adversely affect our results of operations” and “Item 10—Additional Information—Exchange Controls—Specific Provisions For Income From The Foreign Exchange Market.” Cash Flows Provided by Operating Activities For the year ended December 31, 2025, net cash generated by operating activities was US$796.2 million, primarily driven by an operating profit of US$1,250.8 million. For the year ended December 31, 2024, net cash generated by operating activities was US$959.0 million, primarily driven by an operating profit of US$625.4 million. For the year ended December 31, 2023, net cash generated by operating activities was US$712.0 million, primarily driven by an operating profit of US$631.5 million. Cash Flows Used in Investing Activities For the year ended December 31, 2025, net cash used in investing activities was US$2,349.1 million, mainly due to payments of US$1,455.4 million for the acquisition of property, plant and equipment, and payments for business combination, net of cash acquired, of US$841.6 million related to the La Amarga Chica Acquisition. For the year ended December 31, 2024, net cash used in investing activities was US$1,051.9 million, mainly due to payments of US$1,052.5 million for the acquisition of property, plant and equipment. For the year ended December 31, 2023, net cash used in investing activities was US$699.3 million, mainly due to payments of US$688.4 million for the acquisition of property, plant and equipment. Cash Flows Provided by (used in) Financing Activities During the year ended December 31, 2025, cash used in financing activities was US$1,327.5. This was primarily due to new loans for US$2,838.2 million, which was partially offset by loan principal repayments of US$1,173.6 million, payment of borrowings’ interest of US$148.3 million and share repurchases for US$50.0 million. During the year ended December 31, 2024, cash used in financing activities was US$641.2. This was primarily due to new loans for US$1,320.9 million, which was partially offset by loan principal repayments of US$470.4 million and share repurchases for US$99.8 million. During the year ended December 31, 2023, cash used in financing activities was US$19.6. This was primarily due to new loans for US$318.2 million, which was partially offset by loan principal repayments of US$211.5 million. Treasury Policies Our internal policies relating to the Company’s treasury include that the board of directors is responsible for determining our financial strategy, comprising dividend policy, investment of our resources, cash flow and working capital strategies, mergers and acquisitions, debt and equity issuances, share repurchases, derivative strategies, asset purchases and leases, and the Company’s indebtedness, among others, subject in any case (where applicable) to the approval of our shareholders when required by law or in accordance with our by-laws. ITEM 5.C RESEARCH AND DEVELOPMENTS, PATENTS AND LICENSES, ETC. Not applicable. ITEM 5.D TREND INFORMATION See “Item 4—Information on the Company—Industry and Regulatory Overview.” 142
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Table of Contents In addition to the information set forth in this section, additional information about the trends affecting our business can be found in “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry.” You should also read our discussion of the risks and uncertainties that affect our business in “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments.” ITEM 5.E CRITICAL ACCOUNTING ESTIMATES Critical accounting policies are policies that require us to exercise judgment or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial condition and results of operations. The accounting judgments and estimates we make in these contexts require us to calculate variables and make assumptions about matters that are highly uncertain. In each case, if we had made other estimates, or if changes in the estimates occur from period to period, our financial condition and results of operations could be materially affected. See Note 3 to our Audited Financial Statements for a summary of the critical accounting judgments and estimates applicable to us. There are many other areas in which we use estimates about uncertain matters, but we believe the reasonably likely effect of changes or differences within critical accounting judgments and estimates would not have a material impact on our financial statements. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Board of Directors Under the Mexican Securities Market Law, public companies must have a board of directors comprised of no more than 21 members, of which at least 25% must be independent. Independent members must be selected based on their experience, ability and reputation at the issuer’s shareholders’ meeting; whether or not a director is independent must be determined by the issuer’s shareholders and such determination may be challenged by the CNBV. The Mexican Securities Market Law permits then-acting members of the board of directors (as opposed to shareholders) to select, under certain circumstances and on a temporary basis, new members of the board of directors. Boards of directors of public companies are required to meet at least four times during each calendar year and have the following principal duties: • determine general strategies applicable to the issuer; • approve guidelines for the use of corporate assets; • approve, on an individual basis, transactions with related parties, subject to certain limited exceptions; • approve unusual or exceptional transactions and any transactions that imply the acquisition or sale of assets with a value equal to or exceeding 5% of the issuer’s consolidated assets or that imply the provision of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of the issuer’s consolidated assets; • approve the appointment or removal of the chief executive officer; • approve waivers in respect of corporate opportunities; • approve accounting and internal control policies; • approve the chief executive officers’ annual report and corrective measures for irregularities; and • approve policies for disclosure of information. Directors have the general duty to act for the benefit of the issuer, without favoring a shareholder or group of shareholders. 143
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Table of Contents Our board of directors is responsible for the oversight of our business and is comprised of six members, five of which are independent. Set forth below are the name, age, position and biographical description of each of our current directors. Name Position Independent* Age Appointed Term Expires on Miguel Galuccio Chairman No 57 2017 No expiration date Susan L. Segal Director Yes 73 2017 No expiration date Mauricio Doehner Cobian Director Yes 51 2017 No expiration date Pierre-Jean Sivignon Director Yes 69 2018 No expiration date Gerard Martellozo Director Yes 70 2022 No expiration date Germán Losada Director Yes 41 2022 No expiration date * Independent under NYSE standards, applicable SEC rules and the CNBV Rules. Miguel Galuccio serves as our Chairman and Chief Executive Officer. He is currently an independent member of the board of directors of SLB, the largest global oil services company. From May 2012 to April 2016, Mr. Galuccio served as the Chairman and Chief Executive Officer of YPF, Argentina’s largest oil company. Under his leadership, the company became the largest producer of hydrocarbons from shale formations globally outside North America. Prior to joining YPF, Mr. Galuccio held various international positions at SLB, spanning North America, the Middle East, Asia, Europe, Latin America, Russia, and China. His last role at the firm was as President of SLB Production Management. He also served as President of Integrated Project Management, General Manager for Mexico and Central America, and Real-Time Reservoir Manager. Additionally, Mr. Galuccio is a founder and board member at GridX, a company investing in next-generation biotech startups. Mr. Galuccio holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires in Argentina. Susan Segal serves as an independent member of our Board of Directors. Ms. Segal was elected President and CEO of Americas Society/Council of the Americas in 2003 after having worked in the private sector with Latin America and other emerging markets for over 30 years. Prior to her appointment, Ms. Segal was a partner at Chase Capital Partners/JPMorgan Partners focusing on private equity in Latin America and pioneering early-stage venture capital investing in the region. As a banker, she focused on investment banking, building an emerging-market bond- trading unit, and the Latin American debt crisis of the 1980s and early 1990s where she lead the Bank’s Restructuring effort and chaired the Chilean and Philippine Advisory Committees. Ms. Segal is a board member at Mercado Libre, Vista and Robinhood as well as an Honorary Director of Scotiabank. She is also a board member of Americas Society/Council of the Americas, the Tinker Foundation, a member of th Advisory Board of the Bretton Woods Committee and a member of the Council on Foreign Relations. Ms. Segal has received numerous awards and honors: including the Orden Bernardo O’Higgins, Chile; the Orden de San Carlos, Colombia; the Orden del Águila Azteca, Mexico; the Orden al Mérito por Servicios Distinguidos – Gran Oficial, Peru; and recognition as the North American-Chilean Chamber of Commerce’s Honorary Chilean of the Year. In 2022, Ms. Segal was recognized by Colombian President Iván Duque with the Orden de Boyacá in the category of Grand Cross; and was honored by the government of Ecuador with the National Order of Honorato Vásquez in the grade of Commander in September 2023. Mauricio Doehner Cobian serves as an independent member of our Board of Directors. Mr. Doehner is Executive Vice President of Corporate Affairs, Enterprise Risk Management and Social Impact at CEMEX and is a member of its Executive Committee, reporting directly to the CEO. Mr. Doehner began work with CEMEX in 1996 and has held various executive positions in areas such as Strategic Planning, Institutional Relations and Communications and Business Risk Management for Europe, Asia, Middle East, South America, and Mexico. While acting in such capacities, he has led interactions and collaboration with several governments worldwide, as well as engaging in evaluation of tax structures, public policy initiatives, corporate social responsibility, communications, and crisis management. Further, he worked in Mexico’s Presidential Administration in 2000, leading its relationship with Mexican NGO’s, dealing with diverse issues such as government reforms and the national budget. Mr. Doehner also worked at Violy Byorum & Partners Investment Bank. Currently, he is the Vice President of the Mexican Employers’ Confederation (COPARMEX), Vice-president of the Confederation of Industrial Chambers (CONCAMIN) and a member of the boards of the Trust for the Americas organization affiliated to the Organization of American States (OAS), the Center of Citizen Integration (CIC), the Industrials Club of Monterrey, the Museum of Modern Art of Monterrey (MARCO), the Mexican Business Coordinating Council (CCE), the School of Social Sciences and 144
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Table of Contents Government at Tecnológico de Monterrey, and a member of the GAP Group within the Consejo Mexicano de Negocios (CMN). He is also a contributor to Expansión Magazine. Mr. Doehner holds a bachelor’s degree in economics from Tecnológico de Monterrey, a master’s degree in business administration from IESE/IPADE, a professional certificate in competitive intelligence from the FULD Academy of Competitive Intelligence in Boston, Massachusetts and, a Master in Public Administration from Harvard Kennedy School. Mauricio is a board member of the Advisory Board of the Center for U.S.—Mexican Studies (USMEX) at the School of Global Policy and Strategy (GPS) at UC San Diego. Pierre-Jean Sivignon serves as an independent member of our Board of Directors. Mr. Pierre-Jean Sivignon was an advisor to the Chairman and CEO of Carrefour Group in Paris until December 2018, where he previously held the positions of Deputy CEO, CFO and Member of the Executive Board as well as Chairman of the Board of their publicly traded subsidiary in Brazil. Prior experience includes positions as the Chief Financial Officer, Executive Vice President, Member of the Board of Management at both Royal Philips Electronics in Amsterdam and at Faurecia (now Forvia) Group in Paris. He also held various high level financial and managerial positions with the SLB Group in different locations, including New York and Paris. Mr. Sivignon served in the past as an independent director of the Supervisory Boards of Imerys, Technip FMC (both companies traded on the Paris Stock Exchange), and Imperial Brands plc (which traded on London Stock Exchange). Mr. Sivignon graduated from French baccalaureate with honors in France and received an MBA from ESSEC (Ecole Supérieure des Sciences Economiques et Commerciales) also in France. Gerard Martellozo serves as an independent member of our Board of Directors. Mr. Martellozo developed his career at SLB for over 40 years, retiring in 2019 as Vice President of Human Resources globally. Prior to assuming this position in 2014, he served as Senior Advisor to SLB’s chief executive officer, based in Houston, Texas, United States. Gérard joined SLB in 1979 after completing a Master in Engineering at the Ecole Nationale Superieure de l’Aeronautique et de l’Espace (Sup’Aero), France. He began his oilfield career as a wireline field engineer, quickly progressing into operations management with assignments in Spain, Italy, Norway, France, Nigeria, Algeria, and Venezuela. After his experience in industry operating matters, he transitioned into Human Resources and worked with most of the company’s oilfield services business sectors over the next 20 years. From 2010 to 2012 he was HR Director of the company’s drilling group and responsible for integrating the several major oilfield services companies purchased by SLB including Cameron, Smith, M-I and Geoservices, based in the United States and the United Kingdom. Gerard Martellozo was the Chairman of the Board for the SLB Foundation from March 2014 to March 2026 to lend his support to SLB’s long-term commitment to promoting women in technology in the world at large. He was also co-founder of Partnerjob.com, for which he served as treasurer from 2003 to its sale in 2017 to NetExpat. Germán Losada serves as an independent member of our Board of Directors. Mr. Losada is Co-founder and Co-CEO at VEMO, a leading integrated clean mobility company in Latin America. Mr. Losada has 12 years of experience in private equity, focused on the energy sector in Europe, United States and Latin America, with a strong expertise in building start-ups. He was a founding team member of Riverstone’s Latin America efforts, where he led the decarbonization growth equity and infrastructure investments. Mr. Losada is a member of the Boards of Directors of VEMO, White River Renewables and A2 Renovables. Previously, Mr. Losada worked in the European private equity group of First Reserve and in the investment banking division of Goldman Sachs in its Global Natural Resources and Latin America groups. Mr. Losada graduated from the University of San Andres in Argentina, where he earned a degree in Business Administration. For a detailed description of the operation and authorities of our board of directors, see “Item 10—Additional Information—Memorandum and Articles of Association—Board of Directors.” Duties and Liabilities of Directors The Mexican Securities Market Law also imposes duties of care and loyalty on directors. The duty of care generally requires that directors obtain sufficient information and be sufficiently prepared to support their decisions and to act in the best interest of the issuer. The duty of care is discharged, principally, by requesting and obtaining from the issuer and its officers all the information required to participate in discussions, obtaining information from third parties, attending board meetings and disclosing material information in possession 145
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Table of Contents of the relevant director. Failure to act with care by one or more directors subjects the relevant directors to joint liability with the other directors involved in an action for damages and losses caused to the issuer and its subsidiaries, which may be limited (except in the instances of bad faith, or illegal acts or willful misconduct) under the company’s bylaws or by resolution of a shareholders’ meeting. Liability for a breach of the duty of care may also be covered by indemnification provisions and director and officer liability insurance policies. The duty of loyalty primarily consists of a duty to maintain the confidentiality of information received in connection with the performance of a director’s duties and to abstain from discussing or voting on matters where the director has a conflict of interest. In addition, the duty of loyalty is breached if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the board of directors, a director takes advantage of a corporate opportunity. The duty of loyalty is also breached if a shareholder or group of shareholders is knowingly favored, if the director discloses false or misleading information or fails to register any transaction in the issuer’s records that could affect its financial statements or causes material information not to be disclosed or to be modified. The duty of loyalty is also breached if the director uses corporate assets or approves the use of corporate assets in violation of an issuer’s policies. The violation of the duty of loyalty subjects the offending director to joint liability for damages and losses caused to the issuer and its subsidiaries. Liability also arises if damages and losses result from benefits obtained by the directors or third parties, as a result of activities carried out by the directors. Liability for breach of the duty of loyalty may not be limited by the company’s bylaws, by resolution of a shareholders’ meeting or otherwise. Claims for breach of the duty of care or the duty of loyalty may be brought solely for the benefit of the issuer (as a derivative suit) and may only be brought by the issuer or by shareholders representing at least 5% of any outstanding shares. As a safe-harbor for directors, the liabilities specified above will not be applicable if the director acted in good faith and (i) complies with applicable law and the bylaws, (ii) acted based upon information provided by officers, external auditors or third-party experts, the capacity and credibility of which may not be the subject of reasonable doubt, (iii) selected the more adequate alternative in good faith or in a case where the negative effects of such decision may not have been foreseeable, based upon the then available information, and (iv) actions were taken in compliance with resolutions adopted at the shareholders’ meeting. Under the Mexican Securities Market Law, the issuer’s chief executive officer and principal executives are also required to act for the benefit of the company and not of a shareholder or group of shareholders. Principally, these executives are required to submit to the board of directors for approval the principal strategies for the business, to submit to the audit committee proposals relating to internal control systems, to disclose all material information to the public and to maintain adequate accounting and registration systems and internal control mechanisms. Board Committees The Mexican Securities Market Law requires us to have an Audit and Corporate Governance Committee, which must be composed of at least three independent members under the Mexican Securities Market Law. We believe that all members of the Audit and Corporate Governance Committees are independent under the Mexican Securities Market Law and comply with the requirements of Rule 10A-3 of the Exchange Act. On May 10, 2018, the Board created a Compensation Committee with the intention of (i) setting the compensation strategy for our executive officers and directors, (ii) setting compensation levels for the CEO, and (iii) approving compensation policies for C-suite executives upon CEO recommendation. On October 21, 2025 the Board created a Corporate Development and Risks Committee with the objective of elaborating one or more reports containing the Corporate Development and Risks Committee’s analyses of: (i) matters related to the operations of the Company in the markets in which it operates, (ii) matters related to the market conditions, commercial policies and the execution of the sales plans of the Company in the markets in which it operates, (iii) the new business development of the Company, (iv) the quarterly update of the Company’s risk matrix, and (v) information related to the foregoing items that is material or relevant to the preparation of such reports. 146
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Table of Contents Audit Committee The members of our Audit Committee are: • Pierre-Jean Sivignon (chair); • Mauricio Doehner Cobian; • Germán Losada; and • Gerard Martellozo. The members of our Audit Committee are independent under NYSE standards, applicable SEC rules and the CNBV Rules. There is no expiration date on the term of the appointment of the members of our audit committee. For a detailed description of the operation and authorities of our audit committee, see “Item 10—Additional Information—Memorandum and Articles of Association—Audit and Corporate Practices Committees.” Corporate Practices Committee The members of our Corporate Practices Committee are: • Mauricio Doehner Cobian (chair); • Pierre-Jean Sivignon; • Susan L. Segal; • Germán Losada; and • Gerard Martellozo. There is no expiration date on the term of the appointment of the members of our Corporate Practices Committee. For a detailed description of the operation and authorities of our audit committee, see “Item 10—Additional Information—Memorandum and Articles of Association—Audit and Corporate Practices Committees.” Compensation Committee The members of our Compensation Committee are: • Gerard Martellozo (chair); • Pierre-Jean Sivignon; • Mauricio Doehner Cobian; • Germán Losada; and • Susan L. Segal For a detailed description of the operation and authorities of our audit committee, see “Item 10—Additional Information—Memorandum and Articles of Association—Audit and Corporate Practices Committees.” Corporate Development and Risks Committee The members of our Corporate Development and Risks Committee are: • Germán Losada (chair); • Gerard Martellozo; 147
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Table of Contents • Mauricio Doehner Cobian; • Susan L. Segal; and • Pierre-Jean Sivignon. Agreements with Directors There are no agreements between us and the members of our Board of Directors that provide for any benefits upon termination of their designation as directors. None of our directors maintains service contracts with us except as described in “Item 7.A—Major Shareholders” and “Item 7.B —Related Party Transactions.” Executive Team The following table sets forth the members of our Executive Team as of the date of this annual report. Name Position Age Appointment Miguel Galuccio Chairman and Chief Executive Officer 57 August 1, 2017 Pablo Manuel Vera Pinto Chief Financial Officer 48 August 1, 2017 Juan Garoby Chief Technology Officer 55 August 1, 2017 Alejandro Cherñacov Strategic Planning and Investor Relations Officer 44 August 1, 2017 Matías Weissel Chief Operations Officer 40 January 14, 2025 Miguel Galuccio. See “Item 6—Directors, Senior Management and Employees—Board of Directors.” Pablo Manuel Vera Pinto has served as our Chief Financial Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. From October 2012 to February 2017, he held the position of Director of Business Development at YPF. Mr. Vera Pinto also served as Director of Transformation at YPF from May 2012 to September 2012 and was a member of the boards of directors of several YPF-related companies, including the fertilizer company Profertil S.A. (a joint venture between Agrium of Canada and YPF), the electricity generation company Central Dock Sud S.A. (a partnership between Enel of Italy, YPF, and Pan American), and the gas distribution company MetroGAS S.A. (controlled by YPF and acquired from BG in 2012). Prior to his work at YPF, Mr. Vera Pinto collaborated with a private investor group specializing in restructuring. Over his career, he has gained extensive experience in operational and financial management, having served as Restructuring Manager, CFO, and CEO of various controlled companies. He also held positions in strategic consulting with McKinsey & Company in Europe and in investment banking at Credit Suisse First Boston in New York. Mr. Vera Pinto holds an undergraduate degree in Economics from Universidad Torcuato Di Tella in Buenos Aires and an MBA from INSEAD in Fontainebleau, France. Juan Garoby has served as our Chief Technology Officer since January 14, 2025. Prior to this role, he served as Chief Operations Officer from August 1, 2017, to January 14, 2025. He has been involved with us since our incorporation on March 22, 2017. Mr. Garoby served as Interim Vice President of Exploration & Production at YPF from August 2016 to October 2016, Head of Drilling and Completions from April 2014 to August 2016, and Head of Unconventional from June 2012 to April 2014, during which time he also served as President of YPF Servicios Petroleros S.A., a YPF-owned drilling contractor. Prior to his tenure at YPF, Mr. Garoby worked at SLB as Operations Manager for Europe and Africa. He has also held several positions at Baker Hughes, including Director of Baker Hughes do Brasil, Country Manager of Baker Hughes Centrilift Brazil, and Country Manager of Baker Hughes Centrilift Ecuador & Peru. Mr. Garoby holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires (ITBA) in Argentina. Alejandro Cherñacov has served as our Strategic Planning and Investor Relations Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr. Cherñacov served as Chief Financial Officer at Jagercor Energy Corp, a small-cap Canadian Securities Exchange-listed E&P company, from January 2015 to February 2017. Previously, he served as Investor Relations Officer at YPF, where he was responsible for repositioning the company in both local and international capital markets. Mr. Cherñacov held several positions in 148
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Table of Contents YPF’s E&P department, with his last role being responsible for the upstream portfolio management process across Argentina, Brazil, and Bolivia. Mr. Cherñacov holds a bachelor’s degree in economics from the Universidad de Buenos Aires, a master’s degree in finance from the Universidad Torcuato Di Tella in Buenos Aires, and a professional certificate in strategic decision and risk management from Stanford University in Palo Alto, California. Matías Weissel has served as our Chief Operations Officer since January 14, 2025, and has been involved with us since April 2018. From April 2018 to January 14, 2025, he held the position of Operations Manager, overseeing Vista’s operations in Vaca Muerta. Between 2010 and 2018, Mr. Weissel worked at YPF, where he was part of the teams responsible for developing Vaca Muerta. During his tenure, he held various positions, including Project Leader for Loma Campana and Manager of Unconventional Projects. Mr. Weissel holds a degree in Industrial Engineering from the Instituto Tecnológico de Buenos Aires (ITBA). Javier Rodríguez Galli has served as our General Counsel since August 1, 2017. Mr. Rodríguez Galli is a partner at the law firm Bruchou & Funes de Rioja – Abogados, with offices in Buenos Aires, Argentina, where he has led the Oil and Gas practice area since joining the firm in 2005. In recent years, he has acted as legal counsel for various international oil companies that have invested in Argentina, particularly in the development of shale hydrocarbons. He has also participated in numerous national and international negotiations related to oil and gas acquisitions, divestments, joint ventures, and strategic alliances and has extensive experience in corporate matters. From 1999 to 2005, he served as General Counsel for Molinos Río de la Plata, an Argentine leader in food and commodities controlled by the Pérez Companc family. From 1993 to 1999, he was an in-house counsel at YPF, Argentina’s largest oil and gas company, providing legal services to its international business development group. Mr. Rodríguez Galli graduated with honors from the Law School of Universidad de Buenos Aires in 1991, obtained a master’s degree from the London School of Economics in 1993, and a diploma from the College of Petroleum and Energy Studies at Oxford University in 1996. Actions by our Executive Team Our Chief Executive Officer and the other relevant officers (including members of our Executive Team) are required under the Mexican Securities Market Law to focus their activities on maximizing shareholder value in our Company. Our Chief Executive Officer and senior management may be held liable for damages to us, our subsidiaries and others for the following: (i) favoring a single group of shareholders, (ii) approving transactions between us, or our subsidiaries, with related persons without complying with applicable legal requirements, (iii) taking advantage of our subsidiaries’ assets for their own personal gain contrary to Company policy (or authorizing a third-party to do so on their behalf), (iv) making inappropriate use of our, or our subsidiaries’ non-public information or (v) knowingly disclosing or revealing false or misleading information. Our Chief Executive Officer and the other relevant officers (including members of our Executive Team) are required under the Mexican Securities Market Law to act for the benefit of our Company and not that of a particular shareholder or group of shareholders. Our Chief Executive Officer is also required to (i) implement the instructions of our shareholders (as delivered during a shareholders’ meeting) and our board of directors, (ii) submit to our board of directors for approval the principal strategies for the business, (iii) submit to the audit and corporate practices committees proposals for systems of internal control, (iv) disclose all material information to the public and (v) maintain adequate accounting and registration systems and mechanisms for internal control. Our Chief Executive Officer and the members of the other relevant officers (including members of our Executive Team) are also subject to the same fiduciary duty obligations as our directors. Our executive team also plays an important role from an ESG perspective. During 2022, we redefined our internal ESG framework with annual and mid-term objectives. Each of our senior managers is the project leader for one or more initiatives in our ESG framework. Each initiative has objectives, which are executed as projects, by each team and a project leader, who is responsible for moving each initiative forward. On a quarterly basis, the project leaders present the progress of their work program to the Executive Team and the Corporate Practices Committee, which in turn presents key aspects and conclusions to the Board of Directors. Family Relationships There are no family or kinship relationships among our directors and the members of our Executive Team. 149
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Table of Contents Compensation During the year ended December 31, 2025, the aggregate remuneration paid by the Issuer to key management personnel for services in all capacities to the Issuer and its subsidiaries was US$70.2 million. During the year ended December 31, 2025, the remuneration paid by the Issuer to each member of the Board of Directors, excluding the Chairman of the Board and the Chief Executive Officer, consisted of: (i) a fee of US$80,000, plus an additional US$30,000 for each Committee Chair, payable in four quarterly installments, and (ii) 6,000 series A shares, pursuant to the terms of the LTIP. The right to receive such remuneration was contingent upon attendance at a minimum of four meetings of the Company’s Board of Directors during the 2025 fiscal year. Long-Term Incentive Plan On March 22, 2018, a shareholders’ meeting authorized the Plan (as defined above). The purpose of the plan is to provide the means for the Company and its subsidiaries to attract and retain talented people as officers, directors, employees and consultants which are key to the Company and its subsidiaries, enhancing the profitable growth of the Company and its subsidiaries. That same shareholders’ meeting vested our Board of Directors with the authority to administer the Plan and approved the reservation of 8,750,000 series A shares issued by the Company on December 18, 2017, for the implementation of the Plan. Share purchase plans are classified as equity-settled transactions on the grant date. As of the date of this annual report, 342,148 Restricted Stock, 5,159,017 Stock Options, and 1,497,883 Performance Restricted Stock are outstanding under the Plan. The exercise prices and expiration dates of the Stock Options outstanding under the Plan are as follows (i) 110,000 Stock Options at an exercise price of US$2.10 per series A share, expiring on April 29, 2030, (ii) 40,650 Stock Options at an exercise price of US$2.85 per series A share, expiring on February 25, 2031, (iii) 493,828 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (iv) 513,378 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (v) 385,203 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (vi) 8,998 Stock Options at an exercise price of US$32.02 per series A share, expiring on February 20, 2034, (vii) 184,087 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (viii) 3,173,119 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (ix) 249,754 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036. The following paragraphs describe the principal terms and conditions of the Plan. Type of Awards. The Plan permits different awards in the form of Stock Options, Restricted Stock or Performance Restricted Stock. Performance Restricted Stock vests based on the attainment of performance goals over a period of time to be determined by the Manager in consultation with the Board of Directors and/or the Compensation Committee and set forth in the corresponding award notice. Plan Administration. The Plan is administered by our Board of Directors and/or the Compensation Committee. The Board may delegate certain authority under the Plan to some individual or individuals among the officers of the Company. The administrator of the Plan has the power and authority to determine the persons who are eligible to receive awards, the number of awards, as well as other terms and conditions of awards. Award Agreement. Any award granted under the Plan is evidenced by an award agreement or a certificate issued by the Company that sets forth terms, conditions and limitations for such award, which may include the number of Restricted Stock or Stock Options awarded, the exercise price, the provisions applicable in the event of the participant’s employment or service terminates, among other provisions. The Board may amend the terms of the Plan and/or any particular award, provided that no such amendment shall impair the rights of any participant under the Plan. Eligibility. We may grant awards to directors, officers, employees and consultants of our Company or any of our Subsidiaries. Vesting Schedule. Except as otherwise set forth by the Plan regarding certain cases of termination (with or without cause) of employment or service, resignation, retirement, disability and/or death, Restricted Stock and Stock Options shall vest and become non-forfeitable in accordance with the following calendar: (i) 33% on the first anniversary, (ii) 33% on the second anniversary and (iii) 34% on the third anniversary of the date of grant. If a change of control event occurs, such participant’s Restricted Stock and options will be immediately vested and exercisable. 150
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Table of Contents Exercise of Stock Options. Vested options will become exercisable during 10 years since the date of grant. The exercise price per share under a Stock Option shall be the Fair Market Value per share on the date of grant. The number of Stock Options to be awarded to an Eligible Person shall be determined by the Manager at the time of grant following the Black-Scholes method. Transfer Restrictions. Except under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted to sell, transfer, pledge or assign any option. Termination and amendment of the Plan. Our board of directors may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made if such amendment, alteration or discontinuation would impair the rights of a participant under any award. Implementation of Plan; Trust. On March 26, 2019, the Company entered into the trust agreement No. 3844 with Banco INVEX, S.A., Institución de Banca Múltiple, INVEX Grupo Financiero in its capacity as trustee (i) implement and manage the terms of the Plan, and (ii) transfer the shares underlying the awards, as and when required, in accordance with the terms of the Plan and subject to fulfillment of any requirements set forth in applicable law. On December 2, 2022 an amendment to such trust agreement was entered into in order to allow distributing the respective awards, not only based on shares but also in ADSs representing rights with respect to shares. On February 6, 2023, the Company filed with the SEC a registration statement on Form S-8, which relates to the registration of series A shares to be offered and sold under the Plan. Business Address of the Members of our Board of Directors and Executive Team The business address of the members of our Company’s board of directors and the members of our Executive Team is: Torre Mapfre, 18th Floor, 243 Paseo de la Reforma Avenue, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, Mexico City, 06500, Mexico. Share Ownership As of the date of this annual report, based on publicly available information filed by our directors with the SEC, Susan Segal owned 178,983 series A shares (112,983 held directly and 66,000 represented by ADSs), Pierre-Jean Sivignon owned 109,500 series A shares (all represented by ADSs), Gerard Martellozo owned 37,000 series A shares (all represented by ADSs), German Losada owned 259,204 series A shares (all represented by ADSs), and Mauricio Doehner Cobian owned 57,528 series A shares (14,628 held directly and 42,900 represented by ADSs). As of the date of this annual report, our Chairman and Chief Executive Officer owned (i) 6,245,671 series A shares (3,309,936 held directly and 2,935,735 represented by ADSs), (ii) 775,407 vested Stock Options, (iii) 1,998,700 unvested Stock Options, (iv) 155,111 Restricted Stock, and (v) 718,029 Performance Restricted Stock (the delivery of 126,021 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Chairman and Chief Executive Officer are as follows (i) 281,186 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 305,895 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 223,955 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (iv) 117,066 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (v) 1,687,500 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (vi) 158,505 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036. As of the date of this annual report, our Chief Financial Officer owned (i) 1,513,667 series A shares (847,876 held directly and 665,791 represented by ADSs), (ii) 175,768 vested Stock Options, (iii) 576,906 unvested Stock Options, (iv) 38,448 Restricted Stock, and (v) 177,809 Performance Restricted Stock (the delivery of 31,288 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Chief Financial Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (iv) 28,974 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (v) 499,760 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (vi) 39,353 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036. 151
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Table of Contents As of the date of this annual report, our Chief Technology Officer owned (i) 1,438,504 series A shares (804,688 held directly and 633,816 represented by ADSs), (ii) 166,110 vested Stock Options, (iii) 312,086 unvested Stock Options, (iv) 9,387 Restricted Stock, and (v) 182,511 Performance Restricted Stock (the delivery of 32,852 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Chief Technology Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, and (iv) 293,609 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035. As of the date of this annual report, our Strategic Planning and Investor Relations Officer owned (i) 1,198,381 series A shares (599,068 held directly and 599,313 represented by ADSs), (ii) 159,791 vested Stock Options, (iii) 524,592 unvested Stock Options, (iv) 35,018 Restricted Stock, and (v) 161,751 Performance Restricted Stock (the delivery of 28,550 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Strategic Planning and Investor Relations Officer are as follows (i) 56,238 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 61,179 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 50,390 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (iv) 26,340 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (v) 454,327 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (vi) 35,909 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036. As of the date of this annual report, our Chief Operations Officer owned (i) 182,967 series A shares (54,516 held directly and 128,451 represented by ADSs), (ii) 144,943 vested Stock Options, (iii) 228,715 unvested Stock Options, (iv) 13,377 Restricted Stock, and (v) 53,114 Performance Restricted Stock (the delivery of 12,711 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Chief Operations Officer are as follows (i) 50,000 Stock Options at an exercise price of US$2.1 per series A share, expiring on April 28, 2030, (ii) 40,650 Stock Options at an exercise price of US$2.85 per series A share, expiring on April 1, 2031, (iii) 32,683 Stock Options at an exercise price of US$7.05 per series A share, expiring on April 1, 2032, (iv) 11,710 Stock Options at an exercise price of US$17.83 per series A share, expiring on April 1, 2033, (v) 8,998 Stock Options at an exercise price of US$32.02 per series A share, expiring on April 1, 2034, (vi) 11,707 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (vii) 201,923 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (viii) 15,987 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036. None of the above shareholders have voting rights that differ from the voting rights of other shareholders. Employees As of December 31, 2025, we had 584 employees, of which 568 were in Argentina, 12 in Mexico and 4 in Uruguay. The following table shows the employee headcount for Vista for the periods presented: As of December 31, 2025 2024 2023 Vista 584 528 470 As of December 31, 2025, December 31, 2024, and December 31, 2023, 56%, 55% and 54%, respectively, of our employees in Argentina were represented by one union and benefitted from a collective bargaining agreement between such union and our subsidiaries. 152
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Table of Contents Since 2017, we have not experienced any material labor-related problems or major labor disturbances, and our relations with the unions are stable. However, we cannot guarantee that we will not experience any conflicts with our employees in the future, including with our unionized employees in the context of future negotiations of our collective bargaining agreements, which could result in events such as strikes or other disruptions that could have a negative impact on our operations. For further information on risk of labor disputes, see “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Company—We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business.” As of December 31, 2025, there were also approximately 2,500 outsourced staff that access our operations on a daily basis to provide services. Although we have policies regarding compliance with labor and social security obligations for our contractors, we can provide no assurance that the contractors’ employees will not initiate legal actions against us seeking indemnification based upon a number of Argentine judicial labor court precedents that established that the ultimate beneficiary of employee services is joint and severally liable with the contractor, which is the employee’s formal employer. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Company—We face risks related to certain legal proceedings.” We are firmly committed to providing the necessary tools for our workforce to grow technically and advance their careers within the Company. We have designed a professional development plan for technical training: the technical career program. First, we identified a matrix of critical competencies needed for the different technical positions. We conduct a gap analysis of our workforce and identify the skills needed to improve the qualification of our teams. Each career has a technical mentor and a person who evaluates the progress of individuals at each step of their career. We believe Vista has exceptional and experienced mentors who come from technical backgrounds and have been specifically involved with Vaca Muerta since the beginning of development. ITEM 6.F DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable. ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ITEM 7.A MAJOR SHAREHOLDERS Our outstanding capital stock consists of two series of shares: series A shares and series C shares, in each case registered with the RNV and listed on the Mexican Stock Exchange. As of December 31, 2025, our capital stock was represented by 104,299,703 series A shares, and two series C shares. As of the date of this annual report, our capital stock was represented by 105,219,182 series A shares, and two series C shares. Each series of shares grants the same rights and obligations to its holders, including corporate and economic rights. The following table sets forth certain information known to us of our shareholders who are beneficial owners of more than 5% of our series A shares and series C shares as of the date of this annual report (except as set forth below), which is the most recent practicable date as to which we have information available. In computing the number of series A shares beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all series A shares subject to stock options or restricted stock held by that person or entity that are currently exercisable or that will become exercisable or vested, as applicable, within 60 days of the date of this annual report. Series A shares issuable pursuant to stock options or restricted stock are deemed outstanding for computing the percentage ownership of the person or entity holding such options but are not outstanding for computing the percentage of any other person or entity. Shareholders Amount % of class Series A shares Miguel Galuccio (1) 7,021,078 6.67% (1) As of the date of this annual report, our Chairman owned (i) 6,245,671 series A shares (3,309,936 held directly and 2,935,735 represented by ADSs), (ii) 775,407 vested Stock Options, (iii) 1,998,700 unvested Stock Options, (iv) 155,111 Restricted Stock, and (v) 718,029 Performance Restricted Stock (the delivery of 126,021 of which remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). 153
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Table of Contents As of December 31, 2025, there were 91,100,325 ADSs outstanding (representing rights to 91,100,325 series A shares or 87% of outstanding series A shares). As of December 31, 2025, there were two registered holders of ADSs in the United States. It is not practicable for us to determine the number of our ADSs or series A shares beneficially owned in the United States. Likewise, we cannot readily ascertain the domicile of the final beneficial owners represented by ADS record holders in the United States or the domicile of the beneficial owners of our series A shares, either directly or indirectly. As of the date of this annual report, the Company is not directly nor indirectly controlled by another company, a government, or by any other individual or legal entity. In addition, we hereby represent that we are not aware of any commitment that could represent a change of control in our corporate structure. ITEM 7.B RELATED PARTY TRANSACTIONS We enter into transactions with our shareholders and with companies that are owned or controlled, directly or indirectly, by us in the normal course of our business. Any transactions with such related parties have been made consistent with normal business operations using terms and conditions available in the market and are in accordance with applicable law. On April 15, 2025, Vista Energy SAB, as lender, and Vista Argentina, as borrower, entered into a Simple Credit Line Contract (Contrato de Apertura de Crédito Simple) with a five-year term. The agreement provides for a maximum credit amount of US$300 million to be used exclusively for the acquisition of shares representing the capital stock of Vista LACH. Vista Argentina instructed Vista Energy SAB to transfer these funds directly to Petronas Carigali Canada B.V. as payment of the acquisition consideration. The facility bears interest at a fixed rate of 8% per annum. As of December 31, 2025, the credit had a remaining amount of US$105.4 million. On August 1, 2025, Vista Argentina, as seller, and VEISA, as buyer, entered into an export commercial term agreement for FOB sale of Medanito Crude Oil, by which Vista Argentina committed to sell and VEISA commits to buy 5,500,000 bbl from August 1, 2025 until December 31, 2025. On August 1, 2025, Vista LACH, as seller, and VEISA, as buyer, entered into an export commercial term agreement for FOB sale of Medanito Crude Oil, by which Vista LACH committed to sell and VEISA commits to buy 1,800,000 bbl from August 1, 2025 until December 31, 2025. On December 15, 2025, Vista Argentina, as a seller, and VEISA, as a buyer, entered into an export commercial term agreement for FOB sale of Medanito Crude Oil, by which Vista Argentina commits to sell and VEISA commits to buy 24,000,000 bbl from January 1, 2026 until December 31, 2026. On December 15, 2025, Vista LACH, as a seller, and VEISA, as a buyer, entered into an export commercial term agreement for FOB sale of Medanito Crude Oil, by which Vista LACH commits to sell and VEISA commits to buy 3,000,000 bbl from January 1, 2026 until December 31, 2026. The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period/year. Key management personnel remuneration Consolidated for theyear ended December 31,2025 Short-term employee benefits 22,099 Share-based payment transactions 48,149 Total 70,248 The amounts disclosed in the table are the amounts recognized as an expense during the reporting period/year related to key management personnel. 154
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Table of Contents ITEM 7.C INTERESTS OF EXPERTS AND COUNSEL Not applicable. ITEM 8. FINANCIAL INFORMATION CONSOLIDATED FINANCIAL STATEMENTS See Item 18 for our Audited Financial Statements. For a description of events that have occurred since the date of the Company’s Financial Statements, see “Item 4—Information on the Company—Recent Developments.” LEGAL PROCEEDINGS From time to time, we may be subject to various lawsuits, claims and proceedings that arise in the normal course of business, including employment, commercial, environmental, safety and health matters. For example, from time to time, we receive notice from regulatory authorities in connection with the fulfillment of certain environmental, health and/or safety matters. It is not presently possible to determine whether any such matters will have a material adverse effect on our consolidated financial position, results of operations or liquidity. For more information on the legal proceedings see Notes 22.3 and 28 to the Audited Financial Statements. DIVIDENDS Under Mexican law, subject to the satisfaction of certain quorum requirements, only shareholders at a general meeting have the authority to declare a dividend. Although not required by law, such declarations typically follow the recommendation of the Board of Directors. Additionally, under Mexican law, we may only pay dividends from retained earnings included in financial statements that have been approved at a general shareholders’ meeting, after all losses from prior fiscal years have been satisfied and after at least 5% of net income (after profit sharing and other deductions required by Mexican law) has been allocated to legal reserves, up to an amount equal to 20% of our paid-in capital stock from time to time. We have paid no dividend since our incorporation. Our Board of Directors is not currently considering the adoption of a dividend policy. Changes in our operating and financial results, including those derived from extraordinary events, and risks described in “Risk Factors” that affect our financial condition and liquidity, could limit any distribution of dividends and their amount. We cannot provide any assurances that we will pay dividends in the future or as to the amount of dividends, if any are paid. The amount and payment of future dividends, if any, will be subject to applicable law and will depend upon a variety of factors that may be considered by our Board of Directors or our shareholders, including our future operating results, financial condition, capital requirements, investments in potential acquisitions or other growth opportunities, legal restrictions, contractual restrictions in our current and future debt instruments and our ability to obtain funds from our subsidiaries. Such factors may limit or prevent the payment of any future dividends and may be considered by our Board of Directors in recommending, or by our shareholders in approving, the payment of any future dividends. We are a holding company and our income, and therefore our ability to pay dividends, is dependent upon the dividends and other distributions that we receive from our subsidiaries. The payment of dividends or other distributions by our subsidiaries will depend upon their operating results, financial condition, capital expenditures plans and other factors that their respective boards of directors deem relevant. Dividends may only be paid out of distributable reserves and our subsidiaries are required to allocate earnings to their respective legal reserve funds prior to paying dividends to us. In addition, covenants in loan agreements, if any, of our subsidiaries, may limit their ability to declare or pay cash dividends. In the event we were to declare dividends they would be paid in Mexican Pesos through Indeval to each custodian, which would deduct any applicable withholding taxes. In the case of series A shares represented by ADSs, the depositary will convert the cash dividends it receives in Mexican Pesos into U.S. Dollars at the prevailing rate of exchange, and thereafter it would distribute the amount so converted to the holders of ADSs, net of conversion expenses of the depositary. Fluctuations in the Mexican Peso—U.S. Dollar exchange rate will affect the amount of dividends that ADS holders would receive. 155
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Table of Contents Dividends paid from our distributable earnings that have not been subject to corporate income tax (i.e., that do not derive from our net after-tax profits account (cuenta de utilidad fiscal neta or “CUFIN”) are subject to a corporate-level tax payable by us. We are entitled to apply any such tax on the distribution of earnings as a credit against our Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date in which the dividend was paid. Dividends paid from our distributable earnings that have been subject to corporate income tax (i.e., that derive from the company’s CUFIN balance) are not subject to this corporate-level dividend income tax. On March 16, 2022, the Board of Directors of the Company called for an Ordinary and Extraordinary General Shareholders’ meeting, to propose, discuss, and, if applicable, approve a proposal permitting up to US$23.84 million (namely the total net profits for the year 2021, including the retained profits (accumulated results) minus US$1.26 million, that will be set aside to constitute the legal reserve) to be used for the purchase of the Company’s own shares during 2022. If the maximum amount of funds set aside for the purchase are not entirely used by December 31, 2022, the Company may use the remaining amount to repurchase its own shares during 2023. The amount of funds applicable to be used in 2023 may be increased or modified by any subsequent shareholders’ meeting. The proposal was subsequently approved by the Ordinary and Extraordinary General Shareholders’ meeting on April 26, 2022. On October 26, 2022, the Board of Directors of the Company called for an Ordinary General Shareholders’ meeting, to propose, discuss, and, if applicable, approve a proposal permitting up to US$25.63 million (namely the total net profits for the first nine months of 2022, including the retained profits (accumulated results) minus US$1.35 million, that will be set aside to constitute the legal reserve) to be used for the purchase of the Company’s own shares during 2022. If the maximum amount of funds set aside for the purchase are not entirely used by December 31, 2022, the Company may use the remaining amount to repurchase its own shares during 2023. The amount of funds applicable to be used in 2023 may be increased or modified by any subsequent shareholders’ meeting. The proposal was subsequently approved by the Ordinary General Shareholders’ meeting on December 7, 2022. On April 24, 2023, the Shareholder’s Meeting approved an amendment of the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2023, from the originally approved US$20.1 million to US$50.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ended December 31, 2024. On August 6, 2024, the Shareholder’s Meeting approved the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2024, for US$50.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ended December 31, 2025. On April 9, 2025, the Shareholder’s Meeting approved the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2025, which is US$50.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ending December 31, 2026. On April 28, 2026, the Shareholder’s Meeting approved the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2026, which is US$150.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ending December 31, 2027. SIGNIFICANT CHANGES There are no significant changes to the financial information included in the most recent audited financial statements contained in this annual report, other than as otherwise described in this annual report. ITEM 9. THE OFFER AND LISTING TRADING HISTORY Our capital stock is comprised of common shares, no par value. Each share entitles the holder thereof to one vote at shareholders’ meetings. All outstanding shares are fully paid in and our common shares have been listed on the BMV since 2017. Since July 26, 2019, our ADSs have been listed on the NYSE. The ADSs have been issued by the Bank of New York as depositary. Each ADS represents one common share. 156
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Table of Contents MARKET INFORMATION Market of Our Shares Our ADSs are currently listed on the NYSE under the symbol “VIST.” Each ADS issued by the Depositary represents rights to one series A share. Our series A shares are listed on the Mexican Stock Exchange under the symbol “VISTA.” As of December 31, 2025, the variable portion of our outstanding capital stock was comprised by 104,299,703 series A shares, registered with the RNV and listed on the Mexican Stock Exchange. The variable portion of our capital stock is of unlimited amount pursuant to our bylaws and the applicable laws, whereas the fixed portion of our capital stock is divided into two series C shares, registered with the RNV and listed on the Mexican Stock Exchange. Trading on the Mexican Stock Exchange The Mexican Stock Exchange, located in Mexico City, is one of two stock exchanges currently operating in Mexico. Operating continuously since 1907, the Mexican Stock Exchange is organized as a variable capital public stock corporation (sociedad anónima bursátil de capital variable). Securities trading on the Mexican Stock Exchange occurs each business day from 8:30 a.m. to 3:00 p.m. Mexico City time, subject to adjustments to operate uniformly with certain markets in the United States. Since January 1999, all trading on the Mexican Stock Exchange has been affected electronically. The Mexican Stock Exchange may impose a number of measures to promote an orderly and transparent trading price of securities, including the operation of a system of automatic suspension of trading in shares of a particular issuer, when price fluctuations exceed certain limits. Settlement of transactions with equity securities on the Mexican Stock Exchange are affected three business days after a share transaction is agreed to. Deferred settlement is not permitted without the approval of the Mexican Stock Exchange, even where mutually agreed. Securities traded on the Mexican Stock Exchange are on deposit in book-entry form through the facilities of Indeval, a privately owned securities depositary that acts as a clearinghouse, depositary, and custodian, as well as a settlement, transfer, and registration agent for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities. Transactions must be settled in Mexican Pesos except under limited circumstances and in respect of limited transactions in which settlement in foreign currencies may be permitted. Market Regulation In 1924, the CNBV was established to regulate banking activity and in 1946, the Mexican Securities Commission was established to regulate securities market activity. In 1995, these two entities merged to form the CNBV. Among other things, the CNBV regulates the public offering and trading of securities, public companies and participants in the Mexican securities market (including brokerage houses and the Mexican Stock Exchange), and imposes sanctions for the illegal use of insider information and other violations of the Mexican Securities Market Law. The CNBV regulates the Mexican securities market, the Mexican Stock Exchange, and brokerage firms, through its staff and a board of governors composed of thirteen members. Mexican Securities Market Law The current Mexican Securities Market Law (as amended from time to time) was published in the Mexican Federal Official Gazette on December 30, 2005, and became effective on June 28, 2006, and is referred to as the Mexican Securities Market Law. 157
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Table of Contents In particular, the Mexican Securities Market Law: • includes private placement exemptions directed to Mexican institutional and qualified investors, and specifies the requirements that need to be satisfied for an issuer or underwriter to fall within the exemption; • includes improved rules for tender offers, dividing them in either voluntary or mandatory; • establishes standards for disclosure of holdings applicable to shareholders of public companies; • establishes the role of the board of directors of public companies; • defines the role of the chief executive officer and other relevant officers of public corporations; • defines the standards applicable to the board of directors and the duties and potential liabilities and penalties applicable to each director, the chief executive officer and other executive officers and the audit and corporate governance committee (introducing concepts such as the duty of care, duty of loyalty and safe harbors for actions attributable to directors and officers); • establishes the audit and corporate governance committee and establishes the audit and corporate governance committee with clearly defined responsibilities; • sets forth rights of minority shareholders (including the right to initiate shareholders’ derivative suits); • defines applicable sanctions for violation of law; • provides flexibility to allow regulated Mexican brokerage firms to engage in certain limited activities; • regulates stock exchanges, clearinghouses, futures and derivatives markets, and rating agencies; • establishes penalties (including incarceration), arising from violations of the Mexican Securities Market Law and regulations thereunder; • establishes that public companies are considered a single economic unit with the entities they control for reporting accounting and other purposes; • establishes concepts such as consortiums, groups of related persons or entities, control and decision-making power; • defines rules relating to the types of securities that may be offered by public companies; • sets forth information for share repurchases; and • specifies requirements for implementing anti-takeover measures. In March 2003, the CNBV issued certain general regulations applicable to issuers and other securities market participants, which regulations have since been amended, or the General Regulations, and in September 2004, the CNBV issued certain general regulations applicable to brokerage firms. The General Regulations, which repealed several previously enacted CNBV regulations, provide a consolidated set of rules governing public offerings, reporting requirements and issuer activity, among other things. More recently, a decree amending certain provisions on the Mexican Securities Market Law became effective on December 29, 2023, which contains, among others, certain provisions and adjustments (a) providing flexibility to issue different series and classes of shares without requiring CNBV authorization and without a percentage limit, including shares without voting rights, with restricted voting rights, with veto rights, that limit or expand the distribution of profits or other special economic rights; and (b) allowing to delegate to the board of directors of public companies the authority to approve capital increases and determine the terms for the subscription of shares issued in connection with such increase, including restrictions on the exercise of preemptive subscription rights. 158
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Table of Contents Issuance, Registration and Listing Standards In order to offer securities to the public in Mexico, an issuer must meet specific qualitative and quantitative requirements. Only securities that have been registered with the RNV, pursuant to approval by the CNBV may be listed on the Mexican Stock Exchange. The General Regulations require the Mexican Stock Exchange to adopt minimum requirements for issuers that seek to list their securities in Mexico. These requirements relate to operating history, financial and capital structure, and minimum public floats, among other things. The General Regulations also require the Mexican Stock Exchange to implement minimum requirements (including minimum public floats) for issuers to maintain their listing in Mexico. These requirements relate to the issuer’s financial condition, capital structure and public float, among others. The CNBV may waive some of these requirements in certain circumstances. In addition, some of the requirements are applicable for each series of shares of the relevant issuer. The CNBV’s approval for registration with the RNV does not imply any kind of certification or assurance related to the investment quality of the securities, the solvency of the issuer, or the accuracy or completeness of any information delivered to the CNBV or included in any offering document. The Mexican Stock Exchange may review compliance with the foregoing requirements and other requirements at any time, but will normally do so on an annual, semi-annual and quarterly basis. The Mexican Stock Exchange must inform the CNBV of the results of its review, and this information must, in turn, be disclosed to investors. If an issuer fails to comply with any of these minimum requirements, the Mexican Stock Exchange will request that the issuer propose a plan to cure the violation. If the issuer fails to propose a plan, if the plan is not satisfactory to the Mexican Stock Exchange, or if an issuer does not make substantial progress with respect to the implementation of the corrective plan, trading of the relevant series of shares on the Mexican Stock Exchange may be temporarily suspended. In addition, if an issuer fails to implement the plan in full, the CNBV may cancel the registration of the shares, in which case the majority shareholder or any controlling group will be required to carry out a tender offer to acquire all of the outstanding shares of the issuer in accordance with the tender offer provisions set forth in the Mexican Securities Market Law (under which all holders must be treated in the same manner). Reporting Obligations Issuers of listed shares such as the Company, are required to file unaudited quarterly financial statements and audited annual financial statements (together with an explanation thereof) and periodic reports, in particular reports dealing with material events, with the CNBV and the Mexican Stock Exchange. Mexican issuers must file the following reports: • a comprehensive annual report prepared in accordance with the General Regulations, by no later than April 30 of each year, which must include (i) audited annual financial statements and (ii) reports on the activities carried out by the audit and corporate governance committee; • quarterly reports, within 20 business days following the end of each of the first three quarters and 40 business days following the end of the fourth quarter; • reports disclosing material information; • reports and disclosure memoranda revealing corporate restructurings such as mergers, spin-offs or acquisitions or sales of assets, approved by shareholders’ meeting or the board of directors; • reports regarding the policies and guidelines with respect to the use of the company’s (or its subsidiaries) assets by related persons; and • details dealing with agreements among shareholders. Pursuant to the General Regulations, the internal rules of the Mexican Stock Exchange were amended to implement an automated electronic information transfer system (Sistema Electrónico de Envío y Difusión de Información, or SEDI) called the Sistema Electrónico de Comunicación con Emisoras de Valores, or EMISNET, for information required to be filed with the Mexican Stock Exchange. Issuers of listed securities must prepare and disclose their financial and other information via EMISNET. Immediately upon receipt, the Mexican Stock Exchange makes this financial and other information available to the public. 159
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Table of Contents The General Regulations and the rules of the Mexican Stock Exchange require issuers of listed securities to file through SEDI information that relates to any event or circumstance that could influence an issuer’s share prices and investor decisions to acquire stock. If listed securities experience unusual price volatility, the Mexican Stock Exchange must immediately request that an issuer inform the public as to the causes of the volatility or, if the issuer is unaware of the causes, that it makes a statement to the effect that it is unaware of the causes of such volatility. In addition, the Mexican Stock Exchange must immediately request that issuers disclose any information relating to material events when it deems the available public information to be insufficient, as well as instruct issuers to clarify information when necessary. The Mexican Stock Exchange may request that issuers confirm or deny any material event that has been disclosed to the public by third parties when it deems that the material event may affect or influence the price of the listed securities. The Mexican Stock Exchange must immediately inform the CNBV of any such request. In addition, the CNBV may also make any of these requests directly to issuers. An issuer may delay the disclosure of material events if: • the information is related to transactions that have not been consummated; • there is no public information in the mass media relating to the material event; and • no unusual price or volume fluctuation occurs. If an issuer elects to delay the disclosure of material, it must implement adequate confidentiality measures (including maintaining a log with the names of parties in possession of confidential information and the date when each such party became aware of the relevant information). Similarly, if an issuer’s securities are traded on both the Mexican Stock Exchange and a foreign securities exchange, the issuer must simultaneously file the information that it is required to file pursuant to the laws and regulations of the foreign jurisdiction with the CNBV and the Mexican Stock Exchange. Suspension of Trading In addition to the authority of the Mexican Stock Exchange under its internal regulations described above, the CNBV and the Mexican Stock Exchange may suspend trading in an issuer’s securities: • if the issuer does not disclose a material event; • failure by the issuer to timely or adequately comply with its reporting obligations; • significant exceptions or comments contained in the auditors’ opinions of the issuer’s financial statements, or determinations that such financial statements were not prepared in accordance with the applicable accounting procedures and policies; or • upon price or volume volatility or changes in the trading of the relevant securities that are not consistent with the historic performance of the securities and cannot be explained solely through information made publicly available pursuant to the General Regulations. The Mexican Stock Exchange must immediately inform the CNBV and the general public of any suspension. An issuer may request that the CNBV or the Mexican Stock Exchange permit trading to resume if it demonstrates that the causes triggering the suspension have been resolved and that it is in full compliance with periodic reporting requirements. If an issuer’s request has been granted, the Mexican Stock Exchange will determine the appropriate mechanism to resume trading (which may include a bidding process to determine applicable prices). If trading in an issuer’s securities is suspended for more than 20 business days and the issuer is authorized to resume trading without conducting a public offering, the issuer must disclose via SEDI, before trading may resume, a description of the causes that resulted in the suspension. Under consent regulations, the Mexican Stock Exchange may consider the measures adopted by other non- Mexican exchanges to suspend and/or resume trading of an issuer’s shares, in cases where the relevant securities are simultaneously traded on stock exchanges located outside of Mexico. 160
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Table of Contents Insider Trading, Trading Restrictions and Tender Offers The Mexican Securities Market Law contains specific regulations regarding insider trading, including the requirement that persons in possession of information deemed privileged abstain (i) from directly or indirectly, trading in the relevant issuer’s securities, or derivatives with respect to such securities, the trading price of which may be affected by such information, (ii) from making recommendations or providing advice to third parties to trade in such securities, and (iii) disclosing or communicating such privileged information to third parties (except for persons to whom such information must be disclosed as a result of their positions or employment). Pursuant to the Mexican Securities Market Law, the following persons must notify the CNBV of any transactions undertaken by them with respect to a listed issuer’s securities, whether on a case-by-case basis or quarterly: • members of a listed issuer’s board of directors; • shareholders directly or indirectly controlling 10% or more of a listed issuer’s outstanding capital stock; and • officers. These persons must also inform the CNBV of the effect of the transactions within five days following their completion. In addition, insiders must abstain from purchasing or selling securities of the issuer within three months from the last sale or purchase, respectively. Also, directors and relevant officers that are holders of 1% or more of the outstanding shares of a Mexican public company, must disclose their holdings and the relevant issuer. Subject to certain exceptions, any acquisition of a public company’s shares that results in the acquirer owning 10% or more, but less than 30%, of an issuer’s outstanding capital stock, must be publicly disclosed to the CNBV and the Mexican Stock Exchange by no later than one business day following the acquisition. Any acquisition or disposition by certain insiders that results in such insider increasing or decreasing in 5% or more such insider’s holdings in shares of the public company to which it is related must also be publicly disclosed to the CNBV and the Mexican Stock Exchange no later than one business day following the acquisition or disposition. The Mexican Securities Market Law requires that convertible securities, warrants and derivatives to be settled in kind be considered in the calculation of share ownership percentages of public companies. Tender Offers The Mexican Securities Market Law contains provisions relating to public tender offers and certain other share acquisitions occurring in Mexico. Under the Mexican Securities Market Law, tender offers may be voluntary or mandatory. Both are subject to prior approval of the CNBV and must comply with general legal and regulatory requirements. Voluntary tender offers, or offers where there is no requirement that they be initiated or completed, are required to be made pro rata. Any intended acquisition of a public company’s shares that results in the acquirer owning 30% or more requires the acquirer to make a mandatory tender offer for the greater of (i) the percentage of the capital stock intended to be acquired, or (ii) 10% of the company’s outstanding capital stock, provided that if such acquisition is aimed at obtaining control, then the potential acquirer is required to launch a mandatory tender offer for 100% of the company’s outstanding capital stock (however, under certain circumstances, the CNBV may permit an offer for less than 100%). The tender offer must be made at the same price to all shareholders and classes of shares. The board of directors, with the advice of the audit and corporate governance committee, must issue its opinion in respect of the fairness of the price applicable to any mandatory tender offer, which may be accompanied by an independent fairness opinion. Directors and the chief executive officer of a public company, in respect of which a tender offer has been made, must disclose whether or not each of them will tender his respective shares in the tender offer. Under the Mexican Securities Market Law, all tender offers must be open for at least 20 business days and purchases thereunder are required to be made pro rata to all tendering shareholders. The Mexican Securities Market Law also permits the payment of certain amounts to a controlling shareholder over and above the offering price if these amounts are fully disclosed, approved by the board of directors, and paid solely in connection with non-compete 161
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Table of Contents or similar obligations. The law also provides exceptions to the mandatory tender offer requirements and specifically sets forth remedies for non-compliance with these tender offer rules (e.g., suspension of voting rights, possible annulment of purchases, etc.) and other rights available to prior shareholders of the issuer. Anti-Takeover Protections The Mexican Securities Market Law provides that public companies may include anti-takeover provisions in their by-laws if such provisions (i) are approved by a majority of the shareholders, without shareholders representing 20% or more of the capital stock present at the meeting voting against such provision, and (ii) do not contravene legal provisions related to tender offers or have the effect of disregarding the economic rights related to the shares held by the acquiring party. ITEM 10. ADDITIONAL INFORMATION MEMORANDUM AND ARTICLES OF ASSOCIATION General We were incorporated on March 22, 2017, with public deed number 79,311 and registered with the Mexican Public Registry of Commerce in Mexico City, under commercial folio number N-2017024493, as a capital stock corporation. A copy of our bylaws can be obtained from the CNBV or the Mexican Stock Exchange and is available for review at www.bmv.com.mx. Pursuant to the shareholders resolutions that approved our initial public offering as documented by public deed number 80,566 on July 28, 2017 and registered with the Mexican Public Registry of Commerce in Mexico City, under commercial folio number N-2017024493, we became a publicly traded company of variable capital stock (sociedad anónima bursátil de capital variable) and approved amendments to our bylaws in order to comply with applicable provisions in the Mexican Securities Market Law. You may obtain a copy of our current bylaws from us or from the Mexican Stock Exchange through the following website: www.bmv.com.mx and www.vistaenergy.com. An English translation of our current bylaws is available from us upon request via email at ir@vistaenergy.com. Corporate Purpose Pursuant to Article three of our bylaws, the corporate purpose of Vista is to engage, among others, in the following activities: (i) acquire, by any legal means, any type of assets, stock, partnership interests, equity interests or interests in any kind of commercial or civil companies, associations, partnerships, trusts or any kind of entities within the energy sector, whether such entities are Mexican or foreign, at the time of their inception or at a later time as well as sell, assign, transfer, negotiate, encumber or otherwise dispose of or pledge such assets, stocks, equity interests or interests; (ii) participate as a partner, shareholder or investor in all businesses or entities, whether mercantile or civil, associations, trusts or any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of incorporated companies, as well as to exercise the corporate and economic rights derived from such participation and to buy, vote, sell, transfer, subscribe, hold, use, encumber, dispose, modify or auction under any title, such shares, equity interests or other kind of interests, as well as participations of all kind in entities subject to applicable law, as it is necessary or convenient; (iii) issue and place shares representative of its social capital, either through public or private offerings, in national or foreign stock exchange markets; (iv) issue or place warrants, either through public or private offerings, by shares representing their capital stock or any other type of securities, in domestic or foreign stock exchange markets; and 162
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Table of Contents (v) issue or place negotiable instruments, debt instruments or any other value, either through public or private offerings, in domestic or foreign stock exchange markets. Capital Stock Our capital stock is variable. The amount of the fixed portion of our capital stock that is not subject to rights of withdrawal is Ps.3,000, represented by two series C common, nominative shares no par value. As of December 31, 2025, the two series C shares are held by the Company, and no economic or corporate rights might be exercised in connection therewith. The variable portion of our capital stock subject to rights of withdrawal is unlimited and represented by series A shares, which are ordinary, nominative, no par value and grant equal economic and corporate rights and obligations to their holders. As of December 31, 2025, the variable portion of our outstanding capital stock was comprised by 104,299,703 series A shares. Our series A shares may be subscribed to and paid for by Mexican or foreign individuals or corporations, as well as by any other foreign entities with or without legal entity. Our series B shares (which were ordinary, nominative, with no par value and grant the same economic and corporate rights and obligations to their holders) have been cancelled and at their time, were subscribed and paid by our Strategic Partners (otherwise referred to herein as the Sponsor) and the independent directors of the Company and were converted into series A shares as approved at an ordinary general shareholders’ meeting. On August 1, 2017, prior to the closing of our initial public offering in Mexico, Vista and its strategic partners, Vista Sponsor Holdings, L.P. (an entity controlled by senior personnel from Riverstone Investment Group LLC) together with Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov (collectively, the “Sponsor”), entered into a strategic partners agreement (“Strategic Partners Agreement”) in connection with the private placement of the Sponsor Warrants. Pursuant to the Strategic Partners Agreement, the parties agreed, among other things, (i) to purchase the Sponsor Warrants, (ii) that the Sponsor Warrants may be exercised without cash payment as described in “Item 10—Additional Information— Memorandum and Articles of Association—Warrants,” (iii) in the event that the warrants terminate early and the Sponsor Warrants expire without being exercised, the parties agreed to issue another security or instrument that permits them to purchase series A shares in the same manner as the expired Sponsor Warrants, and (iv) to certain lockup provisions, which have expired as of the date of this annual report. As of the date of this annual report, there are no outstanding warrants. As of the date of this annual report, and as a consequence of the exercise of all outstanding warrants on March 15, 2023, the Strategic Partners Agreement has come to an end as the terms thereof are no longer applicable. On March 22, 2018, a shareholders’ meeting authorized the Plan. That same shareholders’ meeting approved the reservation of 8,750,000 series A shares issued by the Company on December 18, 2017, for the implementation of the Plan. Additionally, the series A shares repurchased by the Company through our buy-back program may be allocated to the Plan. As of the date of this annual report, 14,419,381 series A shares have been vested and are outstanding in connection with the Plan. If all series A shares currently reserved for the Plan, in addition to all the shares repurchased through the ongoing buy-back program, became outstanding, our issued and outstanding share capital would increase 0.8% from 105,219,182 series A shares outstanding as of the date of this annual report to 106,078,533 series A shares. See “Item 6—Directors, Senior Management and Employees—Long-Term Incentive Plan.” At an ordinary general shareholders’ meeting, our shareholders may approve the issuance of other types of shares including those who have special rights or limited rights to holders and/or securities with respect to such shares. Warrants On October 4, 2022, Vista held a warrant holders’ meeting during which the warrant holders approved the amendments to the warrant indenture and the global certificate that covers such Warrants proposed by the Company, by means of which a cashless exercise mechanism was implemented that entitled the warrant holders to, in their sole discretion or at Vista’s discretion (in the latter case, with respect to all outstanding warrants and without any further request, notice or communication required to or from Holders or any other person), obtain one series A share for each 31 Warrants owned. 163
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Table of Contents During the period between October 10, 2022 and March 7, 2023, the warrants holders exercised 75,144,465 warrants, and as a result of such exercise, 2,424,015 additional series A shares became outstanding. On March 7, 2023, Vista concluded the process with the CNBV to update the registration of Vista’s warrants in the RNV enabling the Automatic Cashless Exercise. On March 15, 2023, by virtue of such Automatic Cashless Exercise, and after giving effect thereto, the 24,535,535 outstanding Warrants were exercised, equivalent to 791,439 additional series A shares became outstanding. By virtue of the exercise of all warrants (i.e., those exercised by the Holders before the Automatic Cashless Exercise, plus those exercised pursuant to such Automatic Cashless Exercise), the total number of series A shares that became outstanding is 3,215,454. As of the date of this annual report, there are no outstanding warrants. Movements in Our Capital Stock Capital stock increases shall be made pursuant to resolutions adopted by our shareholders in general shareholders’ meetings. Increases of our capital stock in its fixed portion are approved by resolutions taken by our shareholders in extraordinary shareholders’ meetings, with a corresponding amendment to our bylaws, while the modification of our capital stock in its variable portion is approved in ordinary shareholders’ meetings, which shall be formalized before a notary public, without it being necessary that the relevant public deed is recorded before the public registry of commerce of our corporate domicile. Additionally, we may affect capital increases due to the capitalization of shareholders’ equity accounts, pursuant to Article 116 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, through payment in cash or in kind, capitalization of liabilities or by any other means allowed by applicable law. Regarding the increases by means of capitalization of shareholders’ equity accounts, all shares shall have the right to the proportional part that correspond to them in the increase, without it being necessary to issue new shares representing the increase. Capital increases, except for those arising from our acquisition of our own securities, shall be recorded in a capital variation registry book, which we are required to maintain pursuant to Article 219 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law. We may keep unsubscribed shares resulting from capital increase in treasury, or otherwise cancel such shares, in both cases a prior capital decrease shall be resolved by a shareholders’ meeting to the extent necessary. Our capital stock may only be reduced upon approval of our shareholders through resolutions adopted by them in either ordinary or extraordinary shareholders’ meetings, in accordance with the provisions set forth in Article 12 of our bylaws except for (i) the separation of shareholders as described in Article 206 of Mexico’s General Law of Commercial Companies or any other provision replacing it from time to time, and other applicable law; and (ii) the acquisition of our own shares in accordance with our bylaws, the Mexican Securities Market Law and other applicable law. We may only reduce the fixed portion of our capital stock upon approval of our shareholders through resolutions adopted by them at an extraordinary shareholders’ meeting, the amendment of our bylaws and the formalizing of the relevant meeting minutes before a notary public. We may also reduce the variable portion of our capital stock upon approval by our shareholders through resolutions adopted by them at an ordinary shareholders’ meeting, the minutes of which shall be formalized before a notary public; provided that when the shareholders exercise their separation right or when the decreases are a result of the reacquisition of our own shares, no resolution from the shareholders’ meeting will be needed. We may reduce our capital stock to absorb losses in the event that any shareholder exercises its right of separation pursuant to Article 206 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, as well as a result of the reacquisition by the Company of our own shares pursuant to our bylaws, or in any other case allowed under applicable law. 164
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Table of Contents Capital reductions to compensate losses will be carried out proportionally among all the shares representing our capital stock, without it being necessary to cancel shares since they do not have par value. Holders of securities that are part of the variable portion of our capital stock may not exercise their right of withdrawal described in Article 220 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time, pursuant to Article 50 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law. We shall register all capital reductions in our capital variations registry book, except for reductions resulting from repurchase of our own shares. Voting Rights Pursuant to our bylaws, each series of our shares grants the same rights and obligations to holders thereof, including economic rights, since all holders of the shares participate equally, without any distinction, in any dividend, repayment, amortization or distribution of any nature on the terms further described herein. Our bylaws provide that, we may issue shares of different series or classes, with no voting rights, with limited corporate rights or with limited voting rights. Non-voting shares shall not count for determining the necessary quorum to call to order a general shareholders’ meeting. Limited or restricted voting shares will count only in determining the necessary quorum to call to order shareholders’ meetings in which their vote is needed or special meetings. Resolutions adopted at any general shareholders’ meeting in which the issuance of shares with different series or classes is approved shall set forth the rights, limitations, restrictions and all other characteristics corresponding to such shares. Shareholders’ Meetings A general shareholders’ meeting acts as our supreme body and authority. General shareholders’ meetings may be ordinary or extraordinary, as well as special, and shall always be held in our corporate domicile, except for cases of force majeure or acts of God. Pursuant to Mexican law and our bylaws, general shareholders’ meetings require 15 calendar days advance notice to be legally convened upon first or subsequent calls. Extraordinary general shareholders’ meetings are convened to approve any of the matters referred to in Article 182 of Mexico’s General Law of Commercial Companies, Articles 48, 53 and 108 of the Mexican Securities Market Law, or any other provisions replacing them from time to time and other applicable law, as well as those provisions contained in Articles 9 and 19 of our bylaws. All other general shareholders’ meetings shall be ordinary meetings, including those meetings which address increases and reductions to the variable portion of our capital stock. Special shareholders’ meetings shall convene to handle any matter that may affect the rights granted to the holders of a series of our shares and shall be subject to the applicable provisions in our bylaws that were established for extraordinary general shareholders’ meetings, in respect to attendance and voting quorums, as well as formalization of minutes. An ordinary general shareholders’ meeting shall be held at least once each year within the first four months following the end of the previous fiscal year in order to approve the matters listed in the agenda for such meeting, the matters described in Article 181 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time, as well as to do any of the following: (i) discuss, approve or modify reports of the chairmen of both the audit committee and the corporate practices committee; 165
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Table of Contents (ii) discuss, approve or modify reports of our Chief Executive Officer, pursuant to Article 28, Section IV, and Article 44, Section XI, of the Mexican Securities Market Law, or any other provision replacing them from time to time and other applicable law; (iii) discuss, approve or modify reports of the board of directors, pursuant to sub-paragraph (b) of Article 172 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law; (iv) review the opinion of the board of directors regarding the content of the Chief Executive Officer’s reports; (v) decide on the use of profits, if any; (vi) appoint members of our board of directors, the Secretary and Deputy Secretary and the members of committees, as well as their respective substitutes, as the case may be, and appoint or remove the chairmen of both the audit committee and the corporate practices committee; (vii) determine the independence of directors; (viii) determine the maximum amount of corporate funds that may be used for the repurchase of our own securities; (ix) approve transactions that we intend to carry out in the course of the fiscal year, when such transactions, or a series of transactions considered together on an aggregate basis based on certain shared characteristics (as determined by the Mexican Securities Market Law), represent an amount that is 20% or more of our consolidated assets, determined on the basis of the value of our consolidated assets at the end of the immediately preceding quarter (in such meetings, the shareholders with limited or restricted voting rights may vote); and/or (x) handle any other matter in accordance with applicable law and that is not specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting. An extraordinary general shareholders’ meeting shall handle any of the matters described in Article 182 of Mexico’s General Law of Commercial Companies or any other provision replacing it from time to time. In addition, shareholders at such an extraordinary meeting may do any of the following: (i) amend our bylaws to prevent an acquisition of our securities that would provide an acquirer or acquirers control of our Company; (ii) increase our capital stock pursuant to the terms of Article 53 of the Mexican Securities Market Law, or any other provision replacing it from time to time; (iii) cancel the registration any of our capital stock or the certificates representing such securities with the RNV; (iv) generally, amend our bylaws; (v) approve the cancellation of shares representing our capital stock with distributable profits and the issuance of dividend certificates or limited-voting, preferential or any other kind of shares different from ordinary shares; and/or (vi) handle any other matter in accordance with applicable law or our bylaws that expressly requires a special quorum or is specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting. Any general shareholders’ meeting may be called by our board of directors, the Chairman of the Board of Directors, our Secretary or either the Audit Committee or Corporate Practices Committee. The holders of shares with voting rights representing 10% or more of our capital stock may also request a general shareholders’ meeting, individually or collectively, from the Chairman of the board of directors or to the relevant committee, notwithstanding the percentage set forth under Article 184 of Mexico’s General Law of Commercial Companies. A shareholder request for a general shareholders’ meeting may be granted so long as such request meets the requirements set forth in Article 185 of Mexico’s General Law of Commercial Companies, any other provision replacing it from time to time and other applicable law. If a call is not made within 15 calendar days following the request date, a civil or district court judge of the Company’s domicile will make such a call at the request of any interested shareholder, who must prove the ownership of its shares for such purposes. 166
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Table of Contents Calls for general shareholders’ meetings shall be published in the electronic system established by the Mexican Ministry of Economy for such purposes and may be published in one of the newspapers of largest circulation in the corporate domicile of the Company within at least 15 calendar days prior to the date on which the relevant meeting is intended to take place, pursuant to applicable law. From the date of notice of a general shareholders’ meeting to the date on which the meeting is held, we will make available to the shareholders, in our offices, immediately and free of charge, all information that we may deem necessary to vote on matters at the meeting, including the forms described in Section III of Article 49 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law. General shareholders’ meetings may be held without prior notice (as described above) in the event that all the shares representing the capital stock with voting rights, or the relevant series of shares (in the event of a special meeting) are present or represented at the time of the voting at a meeting. Notwithstanding the foregoing and in accordance with the second paragraph of Article 178 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, shareholders may adopt resolutions by unanimous written consent without a meeting, which will have the same validity and effectiveness as if such resolutions had been approved in a general shareholders’ meeting. Shareholders may be represented at general shareholders’ meetings by an attorney-in-fact that has a power-of-attorney granted pursuant to the forms described in Section III of Article 49 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law or pursuant to a power of attorney granted pursuant to applicable law. To be admitted to a general shareholders’ meeting, shareholders shall be duly registered in our stock registry book managed in accordance with Article 128 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, or they may present certificates issued by the Indeval or any other institution that acts as a depository of securities in accordance with the Mexican Securities Market Law. To attend a special or general shareholders’ meeting, the relevant shareholder must prove to the Secretary non-member of our board of directors that it does not require the prior approval by our board of directors pursuant to Article 9 of our bylaws. Ordinary and extraordinary general shareholders’ meetings shall be presided over by the Chairman of the board of directors or, in his or her absence, by such person as determined by the shareholders at the relevant meeting through a majority vote of shares present. The Secretary non-member of the board of directors or the Deputy Secretary shall act as secretary of the general shareholders’ meetings or, in his or her absence, by such person as determined by the shareholders at the relevant meeting through a majority vote of shares present. The chairman of the general shareholders’ meeting shall appoint one or more inspectors (escrutadores), from the shareholders, shareholders’ representatives or invitees attending the relevant meeting, who shall determine the existence or absence of a quorum, and who shall count the votes cast upon request by the chairman of the meeting. The secretary of the general shareholders’ meeting shall prepare the minutes of such meeting, such minutes to be transcribed into our general shareholders’ meetings’ minutes registry and signed by both the chairman and the secretary of the relevant meeting as well as by the individuals who acted as inspectors. Any records regarding such meetings that were not able to transact matters because of a lack of quorum shall also be signed by the chairman, the secretary and the inspectors of the relevant meeting. An ordinary general shareholders’ meeting shall be duly convened if, after first call of those present, at least 50% of the outstanding shares representing our capital stock are represented at such meeting. Decisions of an ordinary 167
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Table of Contents general shareholders’ meeting are approved by a simple majority of the shares with voting rights represented at such meeting. In the event of second or further calls, an ordinary general shareholders’ meeting shall be deemed duly convened, regardless of the number of present or represented shares, and decisions shall be approved by the simple majority of the shares present with voting rights. An extraordinary general shareholders’ meeting shall be duly convened if, after the first call, at least 75% of the outstanding shares representing our capital stock are represented at such meeting. In the event of second or further calls, an extraordinary general shareholders’ meeting shall be deemed duly convened if most of our common stock is represented. The resolutions adopted by an extraordinary shareholders’ meeting, irrespective of whether it was convened as the result of the first, second or subsequent call, will be valid if taken by a majority of the shares of our capital stock outstanding (and not held in treasury), except in the case of (i) cancellation of the registration with the RNV of the shares representing our capital stock or the warrants representing them, in which case the affirmative vote of 95% of the shares of our capital stock outstanding (and not held in treasury), will be required, and (ii) an amendment to our bylaws, in which case the affirmative vote of 65% of the shares of our capital stock outstanding (and not held in treasury), will be required. Unanimous written consents adopted outside general shareholders’ meeting shall be transcribed in our shareholders’ meetings minutes registry book. Files containing copies of the minutes from each general shareholders’ meeting and each unanimous written consent, along with attendance lists, proxies, call copies, if any, and documents submitted to discussion, such as board of directors’ reports, our financial statements and other relevant documents, shall be formed and kept by us. In the event that any minutes of a general shareholders’ meeting or any unanimous written consent cannot be registered in our shareholders’ meetings minutes registry book, we will formalize such minutes or unanimous written consent before a notary public in Mexico. The minutes of general shareholders’ meetings, as well as the records of such meetings that were not held due to lack of quorum, will be signed by Chairman and Secretary of such shareholders’ meetings. Profit distribution (dividends) Generally, at an annual ordinary general shareholders’ meeting, our Board of Directors presents the financial statements corresponding to the preceding fiscal year to the shareholders for their approval. Once the general shareholders’ meeting approves those financial statements, all of the shares outstanding at the time of the declaration of a dividend or other distribution have the right to participate in that dividend or distribution. Board of Directors Composition Our Board of Directors is responsible for the general oversight of our Company. The Board of Directors comprises a maximum of 21 directors, which number may be changed from time to time upon resolutions adopted at a general shareholders’ meeting, and of which at least 25% shall be independent pursuant to Articles 24 and 26 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law. An alternate director may be appointed in place of each director; provided, however, that alternates for independent directors shall have the same independence qualifications of the independent director on whose behalf they are acting. Directors are considered independent when they meet the requirements for independence set forth in Article 26 of the Mexican Securities Market Law, or any other provision replacing it from time to time and any other guidance or regulation issued by the CNBV. 168
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Table of Contents Director independence is determined by resolution adopted at an ordinary general shareholders’ meeting. The CNBV prior right of hearing of the company and of the director, may reject the independence determination of any director within 30 business days’ notice of the initial determination of said director’s independence. Directors may or may not be shareholders and shall serve on the Board of Directors until removed and a successor is appointed, provided that at all times they shall have legal capacity to perform their duties and shall not be prevented from executing business. At all times the provisions contained in the second paragraph of Article 24 of the Mexican Securities Market Law shall be complied with. The Board of Directors may appoint provisional directors, without input from a shareholders’ meeting, in the case of the death or disability of a director or expiration of his or her term. A general shareholders’ meeting shall ratify such appointments or appoint the new directors in the meeting following such event. Directors may only be removed by resolution adopted at an ordinary general shareholders’ meeting. Directors shall be appointed by a majority vote of shareholders at an ordinary general shareholders’ meeting; provided that for each 10% of outstanding capital stock held, a minority holder has the right to appoint one director. Each year, the Chairman of the Board of Directors shall be appointed either at a general shareholders’ meeting or at a meeting of the Board of Directors. The chairman of the Board of Directors shall execute and carry out resolutions adopted at general shareholders’ meetings and meetings of the Board of Directors without the need for a special resolution. The Secretary non-member of the Board of Directors and the Deputy Secretary shall be appointed at either an ordinary general shareholders’ meeting or at a meeting of the Board of Directors, as applicable. The Secretary shall not be a director but must carry out the obligations and duties prescribed by applicable law. Temporary or permanent absences in the board of directors shall be covered by such directors’ appointed alternates. The Chairman of the board of directors shall have a tie-breaking vote in all matters. The Chairman of the board of directors may be of any nationality, will chair the meetings of the Board of Directors and, in his or her absence, such meetings will be chaired by one of the directors appointed by a majority vote of the other attending directors. Meetings of the Board of Directors A meeting of the Board of Directors may be called either by the chairman of the Board of Directors, the chairman of the audit committee, the chairman of the corporate practices committee, the Secretary non-member of the Board of Directors or 25% of the directors by means of written notice, including, but not limited to, fax or email, to all directors at least 10 calendar days prior to the date set for such meeting. In the event that all directors are present, a meeting may be called to order without advance notice. Our independent auditor may be called to attend any meeting of the Board of Directors with the right to speak but without voting rights; provided, however, that such auditor will never be present when matters which may raise a conflict of interest are discussed or that may compromise their independence. Meetings of the Board of Directors shall be held at least four times during each fiscal year, in the corporate domicile of our Company, however, a meeting may be held outside of our corporate domicile or abroad if a majority of the directors approves it, and to allow meetings of the Board of Directors to be held by telephone or by video conference or by any other means that enables the effective and simultaneous participation of its members. The minutes of meetings of the Board of Directors shall be transcribed into the Board of Directors’ meetings minutes book and shall be signed by all persons in attendance or, if expressly authorized by agreement at the meeting, solely by the Chairman of the Board of Directors and the Secretary non-member of the Board of Directors. A record and copies of the minutes and/or unanimous written consents of each meeting of the Board of Directors, as well as transcripts of any calls and any relevant documents regarding meetings, shall be kept by us. 169
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Table of Contents A meeting of the Board of Directors may be duly convened when a majority of directors are present. The Board of Directors shall make decisions through resolutions adopted by a majority vote of directors; in the event of a tie, the chairman of the Board of Directors shall cast the deciding vote. Will be valid and legal all decisions made outside of meetings of the Board of Directors as long as taken by unanimous written consent of all directors and signed by all of the directors. The document in which the written confirmation is evidenced shall be sent to the Secretary of the Company, who will transcribe the relevant resolutions in the corresponding minutes book and shall indicate that such resolutions were adopted pursuant to our bylaws. Authority of the Board of Directors The Board of Directors represents our Company in business and corporate matters and has general powers of attorney for lawsuits and legal proceedings and acts of administration and ownership, in accordance with the terms set forth in Article 2554 of the Civil Code for the Federal District (Código Civil para el Distrito Federal) and the correlative provisions of the civil codes for each of the states of Mexico and the Mexican Federal Civil Code (Código Civil Federal). The Board of Directors shall represent us before all types of administrative and judicial authorities, federal, state or municipal, before the Arbitration and Conciliation Board (Junta de Conciliación y Arbitraje) and other labor authorities and arbitrators. The powers, include, but are not limited to, the following: • performing all transactions and executing, amending and terminating agreements entered into pursuant to carrying out our corporate purposes; • opening, managing and canceling bank accounts, including, but not limited to, the authority to appoint signatories who may draw funds from such account; • withdrawing all types of deposits; • appointing and removing the chief executive officer and setting his or her total compensation, as well as the establishing policies for the appointment and total compensation of other relevant directors; • granting and revoking general and special powers of attorney; • opening and closing branch offices, agencies and dependencies; • executing all resolutions adopted at general shareholders’ meetings; • representing our Company where we may have an interest or other participation in other companies or entities, as well as buying or subscribing for shares or partnership interests therein, at the time of such entities’ incorporation or at any other time; • filing all types of claims and amparo proceedings, participating in arbitration, assigning and/or encumbering assets, receiving payments and discussing, negotiating, executing and reviewing collective or individual labor agreements; • initiating criminal claims and complaints, and act as an adjudicant before the Argentine Public Prosecutor (Ministerio Público Argentino); • accepting on our behalf mandates of legal entities or persons, either national or foreign; • authorizing our Company or our subsidiaries to make real or personal guarantees, as well as any fiduciary involvement in order to secure our liabilities and become a joint obligor, guarantor, surety and an obligor in general in compliance with third-party liabilities and establish the necessary guarantees in order to secure such compliance; • approving information and communication policies for shareholders and the market; • calling for ordinary and extraordinary general and special shareholders’ meetings and executing the resolutions thereof; • creating committees and appointing directors to serve as members on such committees (except for the appointment and ratification of chairmen of the audit committee and corporate practices committee, who shall be appointed by resolution at a general shareholders’ meeting); • establishing strategies to fulfill our corporate purposes; 170
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Table of Contents • taking any action authorized by Article 28 of the Mexican Securities Market Law or any other provision replacing it from time to time; • resolve on any capital stock increase, determine the subscription terms of the shares object of the increase, including the exclusion of the preemptive subscription right in connection with the issuance of shares that are object of the delegation, as such authority may be delegated by the general shareholders’ meeting of Vista, under the terms of its by-laws and Article 55 of the Mexican Securities Market Law. • approving the terms and conditions for the public offering and transfer of our treasury shares issued pursuant to Article 53 of the Mexican Securities Market Law; • appointing the person or persons in charge of carrying out the acquisition or placement of shares authorized by a shareholders’ meeting, pursuant to Article 56 of the Mexican Securities Market Law, as well as the terms and conditions of such acquisitions and placements, within the limits set forth by the Mexican Securities Market Law and the relevant shareholders’ meeting, and inform the shareholders’ meeting of the result, in any fiscal year, of the exercise of such authorities; • appointing provisional directors, pursuant to the provisions of the Mexican Securities Market Law; • approving the terms and conditions of settlements through which the liability of any director for breach of the duties of diligence or loyalty is resolved; • general power of attorney for lawsuits and collections and acts of administration for labor matters, including, without limitation, as further detailed in our bylaws and power of attorney for lawsuits and collections and for acts of administration for labor matters so that the Board of Directors may act as our representative in all labor maters and have the authorities to execute all kinds of agreements and carry out all kinds of actions in such regard; • granting, revoking and canceling general and special powers of attorney within the scope of its authority and granting their substitution and delegation authority, except for those authorities the exercise of which is limited to the Board of Directors pursuant to applicable law or our bylaws; and • entering into any and all necessary or convenient legal acts, agreements and/or documents. The Board of Directors, when applicable, shall additionally have, pursuant to the terms set forth in Article 9 of Mexico’s General Law of Negotiable Instruments and Credit Transactions, a general power-of-attorney to issue, accept and endorse negotiable instruments, as well as to protest them and a general power-of-attorney to open and cancel bank accounts. Committees The general shareholders’ meeting or the Board of Directors may constitute committees that consider necessary for their operation. In addition, our Board of Directors will maintain an Audit Committee and a Corporate Practices Committee in accordance with the Mexican Securities Market Law, the members of such committees to be exclusively comprised of a minimum of three independent directors appointed by the Board of Directors, pursuant to the terms set forth in Article 25 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law. The Audit Committee, the Corporate Practices Committee and other committees created pursuant to our bylaws, shall meet in the form and frequency established by each such committee in the first or last board meeting held during each year (in the latter case regarding the calendar of meetings to be held during the following fiscal year), without the need to call for the members for each meeting when such meetings have been previously scheduled in accordance with the meeting calendar approved by the relevant committee for such purposes; provided, however, that in order for such meetings to be duly convened, a majority of the members shall be present and resolutions shall be approved by a majority vote of the members of such committee. In addition, each committee shall meet when decided by its chairman, the Secretary non-member of the Board of Directors or any of its members, upon prior notice given at least three business days in advance to all the members of the committee and the required alternates. The independent auditor of the Company may be invited to the meetings of the committees, as an invitee with the ability to speak but not to vote. 171
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Table of Contents Decisions may be made outside of meetings of the committees and will have the same validity as if they had been approved in the session as long as they are approved by unanimous written consent of all committee members and signed by all of the members thereof. Likewise, the committees may meet at any moment, without prior notice, if all members are present. Committees may not delegate their authorities as a whole to any person, but they may appoint deputies to implement their resolutions. The chairman of each committee will be entitled to individually implement such resolutions without needing express authorization. Each committee created pursuant to our bylaws shall inform the Board of Directors on an annual basis about the activities it performs or when it considers that facts or actions material for the Company have occurred. Minutes shall be prepared for each meeting of a committee, which shall be transcribed in a special minutes book. The minutes shall evidence the attendance of the members of the committee and the resolutions adopted, and they shall be signed by the individuals present and the Chairman and Secretary. Meetings of the Committees may be held by telephone or by video conference or by any other means that enables the effective and simultaneous participation of its members. For all that is not provided herein or in the Mexican Securities Market Law, committees shall operate pursuant to rules set by our Board of Directors, unless otherwise prescribed in our bylaws or in the Mexican Securities Market Law. Committees shall keep the Board of Directors appraised of their activities at least once a year. Duties of Directors The Mexican Securities Market Law imposes a duty of diligence and loyalty on the members of the board of directors, the members of the board’s committees, the chief executive officer and on the relevant officers from which the chief executive officer seeks assistance. Such duty of diligence requires them to obtain sufficient information and to be sufficiently prepared in order to act in the best interest of the Company. The duty of diligence is complied with, mainly, by searching for and obtaining all the information that may be necessary in order to make decisions (including by means of hiring independent experts), attending sessions of the board of directors, of the committee in which they participate and disclosing to the board of directors relevant information in the possession of the relevant director or officer. Default of such duty of diligence by a board member subjects him or her to joint liability along with other board members that are liable in connection with the damages and lost profits caused to the Company or its subsidiaries. The duty of loyalty mainly consists of a duty to act in the best interest of the Company and includes, primarily, the duty to maintain confidentiality of the information that the board members receive in connection with the performance of their duties, abstaining from voting in matters in respect to which they have a conflict of interest and abstaining from taking advantage of business opportunities of the Company. It is a violation of the duty of loyalty for a director to take actions that wrongfully benefit one or more shareholders, or for a director, without prior express consent of the disinterested members of the board of directors, to take a corporate opportunity that belongs to the Company or its subsidiaries. It is also a violation of the duty of loyalty for a director to (i) use our assets, or consents to the use of our assets, in violation of any of our policies or (ii) disclose false or misleading information, order not to record, or prevent the recording of any transaction in our registries, which could affect our financial statements or cause important information to be improperly modified or not disclosed. A director’s failure to comply with the duty of diligence or the duty of loyalty shall make him or her jointly liable with other directors or officers who have also failed to comply therewith for any damages caused to our Company resulting therefrom in the cases in which they have acted in bad faith, willfully or illegally. 172
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Table of Contents As a means of protection for our board members regarding breaches of the duty of diligence or the duty of loyalty, the Mexican Securities Market Law provides that directors will not be liable for the breach of such duties in the event that the board member acted in good faith and (a) in compliance with applicable law and our bylaws, (b) based on facts and information provided by our officers, independent auditors or experts whose credibility and reliability may not be reasonably questioned, and (c) elects the most suitable alternative in good faith or when the negative effects of such decision may not be reasonably foreseen based on the information available. Mexican courts have not interpreted the meaning of such provision and, therefore, its scope and meaning are uncertain. Board members will be jointly liable with previous board members regarding irregularities caused by any prior board member if such irregularities are not reported to the audit committee and the corporate practices committee. The members of the board of directors and the committees have no obligation to guarantee the performance of their positions. The provisions regarding the duty of loyalty of the second and third paragraphs of Article 34 of the Securities Market Law must be observed. The liability resulting from the breach of the duty of diligence or the duty of loyalty should be exclusive in favor of the Company, as the case may be, and may be exercised by the Company or by the shareholders who, individually or jointly, represent ownership of shares (including limited, restricted or non-voting shares) representing 5% or more of the share capital. The members of the Board of Directors or the members of the committees should not be in default when they act in good faith or when any liability exclusion mentioned in Article 40 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law. Audit and Corporate Practices Committees The oversight of our management and conduct and execution of our business shall be vested in the board of directors through the Audit Committee and the Corporate Practices Committee, as well as our independent auditor. The chairman of the audit committee and the chairman of the corporate practices committee shall be bound to provide an annual report pursuant to Article 43 of the Mexican Securities Market Law or any other provision replacing it from time to time. Audit Committee The audit committee shall be comprised of a minimum of three members, who shall be independent and shall be appointed at a general shareholders’ meeting or a meeting of the board of directors upon a proposal by the Chairman of the board of directors, except for the chairman of the Audit Committee, who shall be appointed and/or removed from office exclusively by resolution adopted at a general shareholders’ meeting. The chairman of the Audit Committee must also satisfy the requirements described in Article 43, Section II of the Mexican Securities Market Law to serve. The audit committee shall perform the functions described in Article 42, Section II of the Mexican Securities Market Law, any other provision replacing it from time to time, guidance and/or regulation handed down by the CNBV and other applicable law. These functions include, but are not limited to giving an opinion to the board of directors about matters entrusted to the Audit Committee, discussing the financial statements of our Company with the persons responsible for preparing them, informing the board of directors about the state of affairs concerning the internal control and audit systems of our Company, preparing an opinion about accounting policies and criteria and, in general, overseeing the corporate conduct of our Company. We shall have an independent auditor to perform audits in compliance with the Mexican Securities Market Law. 173
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Table of Contents Corporate Practices Committee The corporate practices shall be comprised of a minimum of three members, who shall be independent and shall be appointed at a general shareholders’ meeting or a meeting of the Board of Directors upon a proposal by the Chairman of the board of directors, except for the chairman of the Corporate Practices Committee, who shall be appointed and/or removed from office exclusively by resolution adopted at a general shareholders’ meeting. The chairman of the Corporate Practices Committee must also satisfy the requirements described in Article 43, Section I of the Mexican Securities Market Law to serve. The corporate practices committee shall have the functions described in Article 42, Section I of the Mexican Securities Market Law, any other provision replacing it from time to time, guidance and/or regulation handed down by the CNBV and other applicable law. These functions include, among others derived from the Mexican Securities Market Law, issuing an opinion to the board of directors as requested about matters related to compliance with the Mexican Securities Market Law and our bylaws, requesting opinions from independent experts in connection with matters to be submitted for approval to the board of directors or in respect to which there is a conflict of interest, calling shareholders’ meetings and supporting the board of directors in the preparation of reports. Indemnification Pursuant to our bylaws, we shall indemnify and hold harmless the members, alternates and officers of the Board of Directors, the Audit Committee, the Corporate Practices Committee, any other Committees created by us, the Secretary and the Deputy Secretary non-members of the Board of Directors, and the Chief Executive Officer and other relevant officers, in relation to the performance of their duties, such as any claim, demand, proceeding or investigation initiated in Mexico or in any of the countries in which our shares are registered or listed, other securities issued on the basis of such shares or other fixed or variable income securities issued by us, or in any jurisdiction where we, or the companies we control, operate, in which such persons may be parties as members of such bodies, owners or alternates, and officials, including the payment of any damages or losses that have been caused and the amounts necessary to arrive, if deemed appropriate, to a transaction, as well as the total fees and expenses of lawyers (reasonably and documented) and other advisors to be retained to ensure the interests of such persons in the aforementioned cases, on the understanding that the Board of Directors shall be the body empowered to resolve, in the aforementioned cases, whether it considers convenient to retain the services of lawyers and other different advisors to those who are advising us in the relevant case. This indemnity shall not apply if such claims, demands, proceedings or investigations result from gross negligence, willful misconduct, bad faith or illegally pursuant to the applicable law of the indemnified party concerned. Furthermore, we may purchase, in favor of the members of the Board of Directors, the Audit Committee, the Corporate Practices Committee and any other committees formed by us, of the Chief Executive Officer or any other relevant officer, the insurance, bond or guarantee which covers the amount of the indemnity for the damages caused by his/her performance within our organization or entities controlled by us or in which we have significant influence, except in the event of acts of malice or bad faith, or illicit acts in accordance with the Mexican Securities Market Law or other applicable law. Dissolution and Liquidation The Company shall be dissolved upon occurrence of any of the events described in Article 229 of Mexico’s General Law of Commercial Companies, any other provision replacing it from time to time and other applicable law. In each case, the registration with the RNV of the shares representing the capital stock of the Company and the warrants representing such shares shall be canceled. Once the Company has been dissolved, it shall be placed in liquidation, which would be administered by one or more liquidators, who in such case shall act together as determined by resolution at a general shareholders’ meeting. Such general shareholders’ meeting will also set the termination date of the liquidator’s employment with the Company and their compensation. The liquidator or liquidators will proceed with the liquidation and the pro rata distribution of the value of the remaining assets of the Company, if any, to shareholders, in accordance with Mexico’s General Law of Commercial Companies. 174
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Table of Contents Preferred Subscription Rights Except for the capital increases approved by the shareholders’ meetings, shareholders shall have, in proportion to the number of shares they hold when the relevant increase is resolved, preemptive rights to subscribe for new stock issuances to maintain their current percentage of ownership. The foregoing preemptive right must be exercised within 15 calendar days following our approval of such new stock issuance, as published in the electronic system of Mexican Ministry of Economy. The preferred subscription right provided in Article 132 of Mexico’s General Law of Commercial Companies shall not be applicable in the event of capital increases made (i) pursuant to Article 53 of the Mexican Securities Market Law, (ii) an issuance of convertible securities, (iii) in a conversion of a series of shares to another series upon resolution adopted at a general shareholders’ meeting, (iv) as a result of the merger of our Company, whether as a continuing or disappearing company or (v) as a consequence of the placement of repurchased shares in terms of applicable law. Redemption We may redeem shares with distributable profits without need to reduce our capital stock; provided that, in addition to complying with Article 136 of Mexico’s General Law of Commercial Companies, or any other provision replacing them from time to time and other applicable law, we comply with the following: • if the redemption is intended to redeem all shares held by our shareholders, such redemption shall be made so that the shareholders shall continue to have the same proportion of shares they had before such redemption took place; • if the redemption is intended to redeem shares that are listed on a stock exchange, such redemption will be made through the acquisition of our own shares on such said stock exchange in accordance with the terms and conditions approved by resolution at a general shareholders’ meeting, which may delegate to the board of directors or special deputies the authority to determine the system, prices, terms and other conditions for that end and the relevant shareholders’ resolutions shall be published in the electronic system of the Mexican Ministry of Economy; and • the redeemed shares and the certificates representing them are canceled, with the corresponding capital decrease. Minority Rights The bylaws provide the following minority rights: • pursuant to the provisions set forth in Article 50, Section III of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law, the holders of shares with voting rights (even limited or restricted) represented in an ordinary or extraordinary general shareholders’ meeting, holding 10% or more of our outstanding capital stock either individual or jointly, may request to postpone a meeting for one time only, for three calendar days and without a new call needed with respect to the voting on any matter on which they consider themselves not to be sufficiently informed, notwithstanding the percentage provided in the Article 199 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time or any other applicable provisions; • the holders of shares with voting rights (even limited or restricted) that individually or jointly represent 20% or more of our outstanding capital stock, may oppose in court resolutions adopted at general shareholders’ meetings regarding matters on which they have voting rights, notwithstanding the percentage referred to in Article 201 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time provided that certain requirements are fulfilled; 175
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Table of Contents • shareholders that, individually or jointly, are holders of the shares with voting rights (even limited or restricted rights) representing 10% or more of our outstanding capital stock, shall have cause of action against any or all of our board members, directors, the Chief Executive Officer or any other relevant officer for failing to comply with his or her duty of diligence and duty of loyalty or against such legal entity that such person manages or over which he or she has a significant influence; and • shareholders that, individually or jointly, hold shares with or without voting rights that represent 10% or more of our outstanding capital stock, shall have the right to appoint and/or remove from office, upon resolution adopted at a general shareholders’ meeting, one director for each 10% of outstanding capital stock held such board member may only be removed from office if all the members of the board of directors are removed, in which case the board members who were removed shall not be appointed again during the 12 months following from the date of such removal. Restrictions on the Transfer of Shares Every direct or indirect acquisition or attempted acquisition of our capital stock of any nature and regardless of the name it is given, under any title or legal structure, with the intention of carrying-out, be it in one or several simultaneous or successive transactions or acts of any legal capacity, with no time limitation between them, in a private transaction or through a stock exchange, whether in Mexico or abroad, including structured transactions such as mergers, corporate restructures, spin-offs, consolidations, allocations or guaranties executions or other similar transactions or legal acts (any such operation, an “Acquisition”), by one or more persons, related persons (grupo de personas or “group”) under the Mexican Securities Market Law, business group or consortium, will require approval through a written resolution adopted by our board of directors, each time that the number of shares to be acquired, when added to any shares already owned, results in the acquiring party 10% or more of our capital stock. Once a holder holds such percentage of our capital stock, the holder must notify the board of directors through notice provided to the Chairman or Secretary, in our corporate domicile, of any subsequent acquisition of 2% or more of our outstanding capital stock. For the avoidance of doubt, no additional authorization is required to carry-out such acquisitions or to execute a voting agreement until the ownership percentage in our outstanding capital stock is equal to or greater than 20%. Shareholders must request a favorable opinion from the board of directors, in writing, for the execution of written or oral agreements, regardless of their name or title or classification, as a consequence of which voting associations, block voting or binding or joint voting mechanisms or covenants are formed or adopted or certain shares are combined or shared in any other manner, such agreement resulting in a change of control of our Company or an effective 20% ownership of our outstanding capital stock (each, a Voting Agreement and jointly, the Voting Agreements), except for temporary Voting Agreements that are executed in connection with a general shareholders’ meeting, with the purpose of appointing minority members of the board of directors. For such purposes, the person who individually, or jointly with related persons, group, business group or consortium that intends to carry out any Acquisition or execute any Voting Agreement, shall make a written authorization request to the board of directors and shall contain the following information: • the number and class or series of shares held by the applicable person or persons and/or any related persons thereof, the group, business group or consortium (a) be it as an owner or co-owner, directly or through any person or related person, and/or (b) regarding shares subject to an executed Voting Agreement; • the number and class or series of shares that it intends to acquire, whether directly or indirectly, by any means, through Acquisition or that is the subject of a Voting Agreement; as well as the minimum price to be paid for each share related with the corresponding acquisition. • (a) the percentage which the shares referred to in subsection (i) above represents of the total of our issued and outstanding shares, and (b) the percentage that the sum of the shares referred to in subsections (i) and (ii) above represent of our issued and outstanding shares; provided that for (a) and (b) the total of our issued and outstanding shares may be determined by the total number of shares that we report as outstanding to the stock exchange on which they are listed; 176
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Table of Contents • the identity and nationality of the person or persons, group, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement; provided that if any of them is a corporate entity, the identity and nationality of each of the partners, shareholders, founders, beneficiaries or any equivalent thereto that ultimately has direct or indirect control of such entity in accordance with our bylaws; • the reasons and objectives pursuant to which the person or persons, group of persons, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement, in particular if they intend to acquire, directly or indirectly, (a) shares in addition to those referred in the authorization request, (b) 20% ownership of our capital stock, (c) control of our Company, or (d) significant influence in our Company, as well as the intended role with respect to the policies and management of our Company and any amendment they would like to propose with respect to the policies and management of our Company; • if the person or persons, group, business group or consortium have direct or indirect ownership in the capital stock or in the management and operation of a competitor or any related person to a competitor, if they have any economic or business relationship with a competitor or with any related person to a competitor or if any related person of theirs is a competitor; • if they have the authority to acquire shares or execute a Voting Agreement, in accordance with our bylaws and applicable law, or if they are in the process of obtaining any such authorization or consent from any person, and the terms and timing on which they expect to obtain it; • the origin of the funds they intend to use to pay the price of the shares requested; provided that with respect to funds obtained from financing, the requesting party shall specify the identity and nationality of the person providing such funding and if such person is a competitor or a related person to a competitor, and any documentation evidencing the financing and the terms and conditions thereof. The board of directors may request from the person that sends such a request, if considered necessary to guarantee the payment of the corresponding Acquisition price and before granting authorization in accordance with the above, additional evidence regarding the financing (including evidence that there are no prohibitive covenants pursuant to such financing) or, the formation or granting of a (a) bailment, (b) guarantee trust, (c) irrevocable letter of credit, (d) deposit or (e) any other type of guarantee, up to the equivalent amount of 100% of the price of the shares that are to be acquired or that are the subject matter of the corresponding transaction or agreement, naming the shareholders, directly or through our Company, as beneficiaries, with the purposes of securing the compensation of the losses and lost profits that our Company or its shareholders may suffer as a consequence of the incorrect information presented or of the request, or for any action or omission of the petitioner, directly or indirectly, or as a consequence of the impossibility to complete the relevant transaction, for any cause, related or not to the financing; • the identity and nationality of the financial institution that would act as broker, in the event that the Acquisition in question is through a public offering; • if, there is to be a public offering, a copy of the offering circular or similar document, to be used for the acquisition of the shares or regarding the corresponding transaction or agreement, and a representation stating if such document has been authorized by the competent regulatory authorities (including the CNBV); and • a domicile in Mexico City, Mexico, to receive notices regarding the filed request. In the event that the board of directors resolves, due to the impossibility of knowing certain information upon receiving the request, that such information may not yet be disclosed, the board of directors may, at its sole discretion, waive the compliance of one or more of the aforementioned requirements: • within 15 business days following the date upon which the request referred to above has been received, the Chairman or Secretary shall call a meeting of the board of directors to discuss and resolve the matter of the requested authorization (notice for such meetings shall be made in writing and sent in accordance with our bylaws); and 177
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Table of Contents • the board of directors may request from the person intending to carry-out the Acquisition or execute the corresponding Voting Agreement, additional documentation and clarifications as it sees fit to adequately analyze the request, to agree upon the authorization request as filed; provided that any request of such nature on behalf of the board of directors shall be made during the subsequent 20 calendar days following the receipt of the request, and provided that such request will not be considered as final and complete until the person who intends to carry-out the Acquisition or execute the Voting Agreement, files all the additional information and makes all the clarifications requested by the Board of Directors. The board of directors shall resolve any authorization request it receives pursuant to the terms of our bylaws within 90 calendar days following the delivery of the request or on the date in which such request is finalized as discussed above. The board of directors shall adopt a resolution approving or rejecting the request; provided that if the board of directors does not issue such resolution within the aforementioned 90 calendar days, the request shall be deemed as rejected. In all cases, the board of directors will act in accordance with the guidelines set forth in “Item 10—Additional Information—Memorandum and Articles of Association” and shall justify their decision in writing. • To consider a meeting of the board of directors duly convened, by first or subsequent call, to deal with any matter regarding an authorization request or agreement referred herein, the attendance of at least 66% of incumbent directors or their alternates is required. Such resolutions will be valid and adopted when approved by 66% of the members of the Board of Directors. • In the event that the board of directors authorizes the requested Acquisition or the execution of a proposed Voting Agreement, and such Acquisition or agreement results or would be likely to result in (a) the acquisition of 30% or more of our capital stock or, but without involving a change of control, in addition to any authorization requirement established in our bylaws, the person or group intending to carry out the Acquisition or enter into the Voting Agreement the acquisitions of shares or the conclusion of the respective Voting Agreement which is the object of the authorization, shall first execute a tender offer for the greater of (i) the percentage of the Company’s capital stock equivalent to the proportion of shares in circulation that is intended to be acquired or (ii) 10% of the Company’s capital stock, under the authorized conditions resolved by the board of directors, or (b) a change of control, in addition to any authorization requirement established in our bylaws, the person or group, intending to carry out the Acquisition or execute the Voting Agreement, shall first execute a tender offer for 100% of our outstanding shares, under the authorized conditions resolved by the board of directors. The tender offer referred to in the paragraph above shall be completed within 90 calendar days following the date on which the authorization was granted by the Board of Directors; provided that such term may be extended by an additional 60 calendar days in the event that any relevant governmental authorizations required for such purposes are pending. The price to be paid for each of the shares will be the same, regardless of their class or series. In the event that the board of directors receives, prior to or at the completion of the Acquisition or the execution of a Voting Agreement, an offer from a third-party, stated in a request to carry out an acquisition of at least the same amount of shares, on better terms for the owners and shareholders of the Company (including type of compensation and price), the board of directors will have the authority to consider, after the submission of both requests, and to authorize such a second request, suspending the authorization previously granted; provided that any approval shall have no effects on the obligation of carrying out a tender offer in accordance with our bylaws and applicable law. • Acquisitions that do not result in (i) the acquisition of 20% of our capital stock or (ii) a change of control or (iii) the acquisition of significant influence regarding the Company may be registered in our stock registry book after authorization by the board of directors and the completion of such transactions. Acquisitions or Voting Agreements that result in (i) or (ii) above, may be registered in our stock registry book upon the completion of a tender offer pursuant to the terms discussed above. Consequently, in such case it will not be possible to exercise the rights arising from the shares until such tender offer is concluded. 178
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Table of Contents • The board of directors may deny authorization for a requested Acquisition or for the execution of a proposed Voting Agreement, in which case it will inform, in writing, the basis and reasons for such denial. The requesting party will have the right to request and hold a meeting with the board of directors, or with an ad-hoc committee appointed thereby, to explain, extend or clarify the terms of its request, as well as communicate its position in writing to the board of directors. General Provisions For the purposes herein, it is to be understood that shares belong to the same person, when such shares are (i) owned by any related person or (ii) owned by any entity, provided that such entity is owned by the aforementioned person. Likewise, a person or group that acted jointly or coordinated with others to acquire shares, regardless of the legality of such transaction, whether through simultaneous or successive transactions will be deemed as the same person for the purposes herein. The board of directors will determine if one or more persons that intend to acquire shares or execute Voting Agreements shall be considered as the same person for the purposes set forth herein. In its assessments of authorization requests, the board of directors shall take into consideration the following factors and any other as deemed pertinent, acting in good faith and in the best interests of our Company and shareholders and in compliance with their duties of loyalty and diligence pursuant to the terms of the Mexican Securities Market Law and our bylaws: (i) the price offered by the potential buyer and the type of compensation planned as part of such offer; (ii) any other relevant terms or conditions included in such offer such as to the viability of the offer and the origin of the funds to be used for the acquisition; (iii) the credibility, solvency and reputation of the potential buyer; (iv) the effect of the proposed Acquisition or the proposed Voting Agreement on our business, including our financial and operational position as well as our business prospects; (v) potential conflicts of interest (including those where the person making the request is a competitor, or an affiliate of a competitor, as described in the paragraphs above) in the event that the Acquisition or Voting Agreement is not with regard to 100% of the shares; (vi) the reasons stated by the requestor to carry out the Acquisition or execute the Voting Agreement; and (vii) the quality, precision and truthfulness of the information provided in the request. If the Acquisition or the execution of a Voting Agreement is to occur, without first receiving authorization in advance and in writing from the board of directors, the shares part of such Acquisition or in connection with such Voting Agreement will not be granted any rights to vote in any general shareholders’ meeting and will be made at the buyer’s, group of buyers’ or parties’ to the relevant contract, agreement or covenant own liability. The shares part of such Acquisition or Voting Agreement that has not been approved by the board of directors shall not be registered in our stock registry book, the entries made beforehand shall be canceled and we shall not acknowledge or give any value to the records or listings as described in Article 290 of the Mexican Securities Market Law, or any other provision which might replace it from time to time and other applicable law, and they shall not be considered as proof of ownership of shares or grant attendance rights for general shareholders’ meetings and shall give no legitimacy for the exercise of any legal action, including those of a procedural nature. The authorizations granted by the board of directors described above will have no effect if the information and documentation on which the authorization was based and granted is not true, complete and/or legal. In the event of any failure to comply with what is set forth above, the board of directors may adopt, among others, the following measures: (i) the rescission of the transactions, with mutual restitution to the parties thereto, or (ii) the sale of the shares part of such Acquisition, to a third-party approved by the board of directors at the minimum reference price as determined by the Board of Directors. The above shall not be applicable to (i) share acquisitions through inheritance or legacy or to affiliates or vehicles wholly controlled by the person or entity carrying out the transfer, (ii) share acquisition or the execution of a Voting Agreement by us, or by a trust formed by us, (iii) share acquisition made by Strategic Partner or (iv) the transfer into a control trust or similar entity which the shareholders may form at the time of an initial public offering of our shares in Mexico. The above applies in addition to the statutes and general rules regarding the acquisition of securities in the markets in which the shares, other securities related thereto or rights derived therefrom are listed. In the event that our bylaws run counter, in part or in whole, to any laws or general provisions thereof, then such laws shall prevail. 179
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Table of Contents These provisions of our bylaws will be registered with the public registry of commerce of our domicile and shall be transcribed in the share certificates representing our capital stock in order to be opposable vis-à-vis third parties. The provisions included of our bylaws described above with respect to restrictions on transfers of shares may only be amended or removed from the bylaws by resolution upon approval of at least 95% of the Company’s shares at the time of such resolution. Delisting or Cancellation of the Registration of the Shares with the RNV In the event that we decide to cancel the registration of our series A shares before Mexico’s National Securities Registry by resolution adopted at an extraordinary general shareholders’ meeting, upon approval of at least 95% of our capital stock or if our registration is canceled by resolution of the CNBV after this offering is completed, prior to such cancellation, we shall make a tender offer within a maximum period of 180 calendar days beginning at the time in which the demand or authorization from the CNBV, as the case may be, becomes effective, in accordance with Article 108 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law. That offer shall be extended solely to those persons who do not belong to the group of shareholders that exercises control over us. Shareholders exercising control (as defined in the Mexican Securities Market Law) will be collaterally liable to the Company for carrying out a tender offer of the outstanding shares in the event of our liquidation or a cancellation request from the CNBV. In accordance with Article 108 of the Mexican Securities Market Law and Article 101 of the Mexican Securities Market Law, our board of directors shall prepare, no later than the tenth Business Day after the beginning of the public tender offer, a hearing of the Audit and Corporate Practices Committee, and shall disclose to the investing public, its opinion with respect to the price of the public tender offer and the conflict of interests that, as the case may be, each of the members of the board of directors has in connection with the offering. Such opinion may be accompanied with another one issued by an independent expert. Likewise, the members of the board of directors and the Chief Executive Officer of the Company shall disclose to the public, along with the opinion, the decision they will take with respect to the shares of the Company they own and the derivative securities of the Company they own. Loss of Rights over the Shares We are incorporated under the laws of Mexico. As required by Mexican law, any non-Mexican who, either at the time of our incorporation or at any time thereafter, acquires shares or any interest, formally undertakes, before the Mexican Ministry of Foreign Affairs, to be considered as a Mexican national with respect to its interests in the Company, as well as the property, rights, concessions, participation or interests held by the Company, and the rights and obligations deriving from the agreements to which the Company is a party, and further undertakes not to invoke the protection of its home government with respect to such interest. Upon the breach of such undertaking, such person is under penalty of forfeiting such shares or interests in favor of the Mexican government. Mexican law requires that such a provision be included in the bylaws of all Mexican corporations unless such bylaws or applicable law prohibit ownership of shares by non-Mexican persons. Reductions of our capital stock may be resolved to absorb losses in the event that any shareholder exercises its right of separation in terms of Article 206 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law. MATERIAL CONTRACTS For information regarding our material contracts, see “Item 4—Information on the Company—Business Overview—Our Operations— Argentina—Concessions” and “Item 5.B Liquidity and Capital Resources—Indebtedness.” EXCHANGE CONTROLS From 1991 until the end of 2001, Law No. 23,928 (Convertibility Law) established a fixed exchange rate of AR$ 1/US$. On January 6, 2002, Law No. 25,561 formally put an end to that U.S. Dollar-Argentine Peso parity. Following a brief period during which the Argentine government established a temporary dual exchange rate system pursuant to the Law No. 25,561, the Argentine Peso has been allowed to float freely against other currencies since February 2002, although the Argentine government has the power to intervene by buying and selling foreign currency 180
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Table of Contents on its own account, a practice in which it engages on a regular basis. In 2024, the BCRA announced a 2% monthly devaluation guideline, transitioning to 1% as of February 1, 2025. As of January 1, 2026, the upper and lower bounds of the exchange rate floating band will be adjusted on a monthly basis in line with the most recently published monthly inflation rate reported by the INDEC. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Significant fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy and our business and results of operations in Argentina.” Currency controls that tightened restrictions on capital flows, and the official exchange rate between the Argentine Peso and the U.S. Dollar and transfer restrictions that substantially limit the ability of companies to retain foreign currency or make payments abroad are currently in place in Argentina and have been for alternating periods during the past years. By means of Decree No. 609/2019 dated September 1, 2019 (as amended, “Decree 609”), the Argentine Executive Branch reinstated foreign exchange controls and authorized the BCRA to (a) regulate access to the foreign exchange market (the “Foreign Exchange Market”) for the purchase of foreign currency and outward remittances; and (b) set forth regulations to avoid practices and transactions aimed at eluding, through the use of securities and other instruments, the measures adopted through Decree 609. At present, foreign exchange regulations have been (i) extended indefinitely, and (ii) consolidated in a single set of regulations, Communication “A” 8,307, as subsequently amended and supplemented from time to time by BCRA’s communications (“Argentine Foreign Exchange Regulations”). Furthermore, the Argentine Securities Commission (Comisión Nacional de Valores) (“CNV”), in line with the provisions of Decree 609, established several measures to prevent practices and operations aimed at circumventing, through the use of securities and other instruments, the measures adopted under the Argentine Foreign Exchange Regulations. The following table sets forth the annual low, high, average and period-end exchange rates for the periods indicated, expressed in nominal Argentine Peso per U.S. Dollar, based on rates quoted by the BCRA (Communication “A” 3,500). On December 4, 2025, the BCRA approved a new methodology for the calculation of the exchange rate under Communication “A” 3,500, effective January 2, 2026. Under the new framework, the exchange rate is determined based on actual executed transactions, weighted by traded volume, replacing the prior methodology based on surveyed quotations. According to the BCRA, this change is intended to enhance the transparency, representativeness and robustness of the reference rate, align it with international best practices, and foster fairer market conditions for participants. The Federal Reserve Bank of New York does not report a noon buying rate for the Argentine Peso. Low High Average (1) PeriodEnd (Argentine Pesos per U.S. Dollar) Year ended December 31, 2021 84.70 102.75 95.16 102.75 2022 103.04 177.13 130.80 177.12 2023 178.14 808.48 295.21 808.48 2024 810.65 1,032.50 916.25 1,032.50 2025 1,032.75 1,487.08 1,262.38 1,459.42 Month January 2026 1,427.03 1,472.73 1,449.33 1,447.67 February 2026 1,367.24 1,451.70 1,409.66 1,408.97 March 2026 1,370.29 1,418.28 1,396.34 1,382.76 April 2026 (through April 15, 2026) 1,358.52 1,395.09 1,378.19 1,363.65 (1) Calculated using the average of the exchange rates on the last day of each month during the period (for annual periods), and the average of the exchange rates on each day during the period (for monthly periods). No representation is made that Argentine Peso amounts have been, could have been or could be converted into U.S. Dollars at the foregoing rates on any of the dates indicated. Below is a description of the main Argentine Foreign Exchange Regulations as of the date of this annual report. 181
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Table of Contents Specific provisions for income from the Foreign Exchange Market Entry and settlement of the proceeds from the export of goods through the Foreign Exchange Market The Argentine Foreign Exchange Regulations require that proceeds from the export of goods be entered into the country and settled in Argentine Pesos through the Foreign Exchange Market within a specific timeframe from the date of shipment completion (cumplido de embarque), depending on the type of good. As a general rule, the applicable settlement period is determined by the NCM tariff code of the exported goods (in the case of crude oil, such period is 30 calendar days) and, in transactions between related parties, may not exceed 60 calendar days. Regardless of these maximum settlement periods, export proceeds must be entered into the country and settled in Argentine Pesos in the Foreign Exchange Market within 20 business days from the date of collection. However, the ability to use this period is subject in all cases to compliance with the deadlines established in the Argentine Foreign Exchange Regulations for each type of good. In the case of funds received or credited abroad, the settlement obligation may be deemed satisfied to the extent of the amounts customarily deducted by foreign financial institutions as fees or expenses for the transfer of funds to Argentina. If the client is a Special Purpose Vehicle (“SPV”) that has adhered to the Incentive Regime for Large Investments (Régimen de Incentivo para Grandes Inversiones or “RIGI”) and has duly declared to the Argentine Ministry of Economy its intention to apply for the export proceeds benefits available under such regime, the collection, repatriation and settlement of export proceeds from goods and services shall be governed by the specific repatriation and settlement thresholds applicable under the Argentine Foreign Exchange Regulations, as relevant. Amounts received in foreign currency as compensation for losses related to exported goods must also be entered into the country and settled in Argentine Pesos through the Foreign Exchange Market, up to the value of the insured exported goods. Advances, pre-financing, and post-financing from abroad must be entered into the country and settled in the Foreign Exchange Market within 20 business days from the date of collection or disbursement abroad, subject to the requirements and exceptions established in the Argentine Foreign Exchange Regulations. Argentine Foreign Exchange Regulations also provide for certain exceptions to the mandatory settlement requirement. In this regard, under the Investment Promotion Regime for Hydrocarbon Exploration and Exploitation (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos), created by Decree No. 929/2013, as amended from time to time, hydrocarbon exploitation projects approved by the Argentine Ministry of Economy that involve direct foreign currency investments exceeding US$250 million during the first three years following project approval may qualify for the regime. Among other benefits, beneficiaries are entitled to freely export up to 20% of their hydrocarbon production without export duties, and the foreign currency proceeds derived from such exports are not subject to mandatory settlement through the Foreign Exchange Market. See “Item 4 —Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina” Obligation to settle foreign currency from exports of services As a general rule, payments received for the provision of services by residents to non-residents must be entered and settled through the Foreign Exchange Market within 20 business days from the date of its collection abroad or in Argentina or its crediting to foreign accounts. In the case of funds received or credited abroad, the collection and settlement may be deemed satisfied for the amount equivalent to the usual expenses debited by the financial entities abroad for the transfer of funds to Argentina. If the client is a SPV that has adhered to the RIGI and has duly notified the Argentine Ministry of Economy of its intention to avail itself of the foreign exchange benefits under such regime, the foreign currency obtained from activities other than the export of goods (including services) may, subject to compliance with the applicable conditions, be exempt from the obligation to be entered into and/or settled through the Foreign Exchange Market. In particular, foreign currency proceeds arising from services provided to non-residents in connection with a RIGI-backed project may qualify for such exemption, provided that the services were rendered or accrued as from the SPV’s start-up date as reported by the Ministry of Economy to the BCRA. 182
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Table of Contents In addition, the Argentine Foreign Exchange Regulations contemplate certain scenarios in which proceeds from the export of services are exempt from mandatory settlement through the Foreign Exchange Market, provided that such proceeds are entered into the country within the applicable deadlines. Application of export revenues The Argentine Foreign Exchange Regulations allow export proceeds from goods and services to be applied to the repayment of certain obligations, provided that the applicable certification and monitoring requirements are met. In particular, export proceeds may be applied to the repayment of: (i) advances, pre-financing and post-financing of exports that have been settled through the Foreign Exchange Market; (ii) export pre-financing and financing granted or guaranteed by local financial institutions, whether or not settled through the foreign exchange market, subject to the conditions set forth in the regulations; (iii) financial indebtedness under contracts in force as of August 31, 2019 that expressly provide for repayment through the application abroad of export proceeds; (iv) financial transactions that are expressly authorized to apply export proceeds in accordance with the requirements set forth in Sections 7.9 and 7.10 of the Argentine Foreign Exchange Regulations; and (v) advances, pre-financing and post-financing from abroad with partial settlement pursuant to Decrees No. 492/2023, No. 549/2023, No. 597/2023 and No. 28/2023, among others. Moreover, under Section 7.9.5 of the Argentine Foreign Exchange Regulations, export proceeds from goods and services may be allocated to offshore or onshore collateral accounts established to secure the payment of principal and interest under eligible External Financial Indebtedness that was entered into and settled through the Foreign Exchange Market on or after January 7, 2021 (or, starting on August 8, 2025, in the case of certain specified financings). Such allocation is allowed up to an amount equal to 125% of the principal and interest payable during the current month and the following six calendar months, based on the repayment schedule agreed upon with the creditors. Any amounts in excess of this threshold must be repatriated to Argentina and settled in Argentine Pesos through the Foreign Exchange Market within the general timeframes established by the applicable regulations. If the relevant financing agreement requires the funds to remain deposited beyond the applicable settlement deadline, the exporter may request an extension of such deadline until the fifth business day following the contractually required deposit date, as set forth in the financing documentation. Debt securities subscribed abroad and external financial indebtedness Debt securities publicly registered abroad, other external financial indebtedness, and foreign currency-denominated debt securities publicly registered in Argentina fully subscribed abroad (“External Financial Indebtedness”) disbursed on or after September 1, 2019 must be entered into Argentina and settled in the Foreign Exchange Market as a requirement for subsequent access to it in order to service their capital and interest payments. Consequently, although the settlement of the proceeds from such transactions is not mandatory, failing to settle it will prevent future access to the Foreign Exchange Market for repayment purposes. Additionally, as further conditions for such access to the Foreign Exchange Market, the transaction must have been declared in the External Assets and Liabilities Survey (as defined below, see “ —Other Specific Provisions—BCRA Information Framework”), and access to the Foreign Exchange Market must occur no more than three business days prior to the due date of the capital or interest service to be paid. In the case of a capital payment of debt securities issued starting on November 8, 2024 made through a transfer abroad, access to the Foreign Exchange Market shall, in addition, only be permitted once at least the following periods have elapsed from the issuance date: (i) 12 months, if the security was issued between November 8, 2024 and April 20, 2025; (ii) six months, if the security was issued between April 21, 2025 and May 15, 2025; and (iii) 18 months, if the security was issued on or after May 16, 2025. 183
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Table of Contents Access to the Foreign Exchange Market to make payments more than three days in advance of the due date is, as a general rule, subject to prior authorization from the BCRA. The following cases of early repayment may be exempt from such prior authorization, provided they meet several requirements outlined in Section 3.5 of the Argentine Foreign Exchange Regulations: (i) early repayment of principal and interest with the settlement of funds entered into the country by the issuance of a new debt security that qualifies as External Financial Indebtedness; (ii) early repayment of principal and interest with the simultaneous settlement of other External Financial Indebtedness; (iii) early repayment of interest in the context of a debt exchange process involving debt securities that qualify as External Financial Indebtedness; (iv) early repayment of principal and interest simultaneously with the settlement of new External Financial Indebtedness granted by a local financial institution through a foreign credit line; and (v) early repayment of principal and interest by a SPV adhering to the RIGI. Furthermore, prior approval from the BCRA is required for local residents to access the Foreign Exchange Market for the payment of principal and interest related to External Financial Indebtedness with related parties. Certain specific exceptions apply, as detailed in Section 3.5.6 of the Argentine Foreign Exchange Regulations. See “—Payments Related to Debts with Related Parties.” Additionally, under Section 3.11.2 of the Argentine Foreign Exchange Regulations, entities may grant access to the Foreign Exchange Market to residents in order to make payments for services related to External Financial Indebtedness or securities with access to the Foreign Exchange Market pursuant to Sections 3.6.1.3 to 3.6.1.5 of the Argentine Foreign Exchange Regulations, to purchase foreign currency before the deadline permitted by the regulations, under the following conditions: (i) The funds acquired are deposited in foreign currency accounts held by the client in local financial institutions; (ii) The intervening entity has verified that the indebtedness, the service of which will be paid with these funds, complies with the applicable Argentine Foreign Exchange Regulations that allow such access; and (iii) The client’s access falls within one of the following situations: a. It is made within 60 calendar days prior to the due date, with a daily amount not exceeding 10% of the amount to be paid; or b. It is made within five business days prior to the regulatory deadline allowed in each case, with a daily amount not exceeding 20% of the amount to be paid. Specific provisions on access to the Foreign Exchange Market General Requirements As a general rule and in addition to the specific rules of each transaction for access, certain general requirements must be complied with by a local company or individual to access the Foreign Exchange Market for the purchase of foreign currency or its transfer abroad (i.e., payments of imports and other purchases of goods abroad; payment of services rendered by non-residents; distribution of profits and dividends; payment of debt securities subscribed abroad and external financial indebtedness; interest payments on debts for the import of goods and services, among others) without requiring prior approval from the BCRA. In this regard, the local company or individual must file an affidavit stating that: (a) (i) At the time of access to the Foreign Exchange Market, all of its foreign currency holdings in Argentina are deposited in accounts in financial institutions, and (ii) at the beginning of the day on which it requests access to the Foreign Exchange Market, it does not hold Argentine certificates of deposit (for its acronym in Spanish, “CEDEARs”) representing foreign shares and/or available liquid foreign assets that together have a value greater than US$ 100,000. For these purposes, “foreign liquid assets” are considered to be holdings of banknotes and coins in foreign currency, cash in gold coins or bars of good delivery, demand deposits in financial institutions abroad and other investments that allow immediate availability of foreign currency. On the other hand, funds deposited abroad shall not be considered available liquid external assets if they cannot be used by the client because they constitute reserve or guarantee funds established under the requirements of foreign indebtedness contracts, export pre-financing operations covered under Section 7.8.5 of the Argentine Foreign Exchange Regulations, or funds held as collateral for derivative transactions executed abroad. 184
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Table of Contents In the event that the client holds foreign liquid assets and/or CEDEARs in an amount greater than that established in the preceding paragraph, the financial institution may also accept an affidavit from the client confirming that such amount has not been exceeded, considering that, partially or fully, the foreign liquid assets: (i) have been used during that day for payments that would have had access to the Foreign Exchange Market; (ii) have been transferred to the client’s favor to a correspondent account of a local entity authorized to operate in foreign exchange; (iii) are funds deposited in foreign bank accounts in the client’s name, originating from proceeds of exports of goods and/or services, or advances, prefinancing, or postfinancing of exports of goods granted by non-residents, or from the sale of non-produced non-financial assets, for which the 20 business day period from their receipt has not elapsed; (iv) are funds deposited in foreign bank accounts in the client’s name, originating from External Financial Indebtedness, and the amount does not exceed the equivalent required to pay capital and interest in the next 365 calendar days; (v) are funds deposited in foreign bank accounts in the client’s name, originating from disbursements received abroad after November 29, 2024, from External Financial Indebtedness, within the last 180 calendar days; (vi) are funds deposited in foreign bank accounts in the client’s name, originating from the sale of securities settled in foreign currency as outlined in section 3.16.3.6.iii of the Argentine Foreign Exchange Regulations; (vii) are funds deposited in foreign bank accounts in the client’s name, originating from debt securities issued in the last 120 calendar days, and falling under the provisions of sections 7.11.1.5. and 7.11.1.6 of the Argentine Foreign Exchange Regulations. (b) It undertakes the obligation to settle in the Foreign Exchange Market, within five business days of its availability, the funds received abroad from the collection of loans granted to third parties, time deposits, or the sale of any type of asset, to the extent that the asset subject to the sale was acquired, the deposit constituted, or the loan granted after May 28, 2020. The affidavits included in paragraphs (a) and (b) above will not be required for outbound transactions involving the purchase of foreign currency notes for holding purposes or for the opening of deposits by resident individuals, in accordance with the Argentine Foreign Exchange Regulations. (c) Only where the client is a non-resident individual, it must state that, as of the date of access to the Foreign Exchange Market and during the preceding 90 calendar days, neither directly nor indirectly, nor on behalf of or for the account of third parties: (i) did not arrange sales in Argentina of securities with settlement in foreign currency, (ii) did not exchange securities issued by residents for foreign assets, (iii) did not transfer securities to depository entities abroad, (iv) did not acquire in Argentina securities issued by non-residents with settlement in Argentine Pesos, (v) did not acquire CEDEARs representing foreign shares, (vi) did not acquire securities representing private debt issued in foreign jurisdiction, and (vii) did not deliver funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) to any entity (whether physical or legal, resident or non-resident, related or not), receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto- assets or securities deposited abroad (items (i) through (vii), collectively, the “Restricted Transactions”). (d) It must state that it undertakes not to enter into any Restricted Transactions as of the time it requests access to the Foreign Exchange Market and for the following 90 calendar days thereafter, neither directly nor indirectly, nor on behalf of or for the account of third parties. Section 3.16.3.6 of the Argentine Foreign Exchange Regulations sets forth several transactions that should not be considered in the affidavits prepared to comply with items (c) and (d) above. 185
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Table of Contents (e) Section 3.16.3 of the Argentine Foreign Exchange Regulations adds that, in the event that the customer requesting access to the Foreign Exchange Market is a legal entity, in order for the transaction not to be covered by the requirement of prior approval by the BCRA, the customer must submit to the corresponding financial institution an affidavit stating: (i) details of the physical or legal persons exercising a direct control relationship over the client and of other legal persons with which they are part of the same economic group; (ii) that on the day on which it requests access to the Foreign Exchange Market and in the 90 days prior to that date, it has not delivered in Argentina any funds in local currency or other liquid local assets, except funds in foreign currency deposited in local financial institutions, to any individual or legal entity that exercises a direct control relationship over it, or to other companies with which it is part of the same economic group, except those directly associated with regular transactions between residents for the acquisition of goods and/or services. (iii) The requirements set forth in items (i) and (ii) above may be deemed fulfilled if the client seeking access has submitted: (1) An affidavit confirming that, within the period established in item (e)(ii), except for transactions directly related to routine transactions in the course of its business activities, it has not transferred local currency funds or other liquid local assets—excluding foreign currency funds deposited in local financial institutions—to any individual or legal entity within Argentina. (2) An affidavit signed by each individual or legal entity identified in item (e)(i) to whom the client has transferred funds under the terms of item (e)(ii), confirming compliance with the requirements set forth in items (c), (d), and (e)(ii). (3) An affidavit signed by each individual or legal entity identified in item (e)(i), confirming either: (x) compliance with the requirements set forth in items (c) and (d); or (y) that, within the period established in item (e)(ii), except for transactions directly related to routine purchases of goods and/or services between residents, it has not received local currency funds or other liquid local assets—excluding foreign currency funds deposited in local financial institutions —originating from the client or from any entity identified in item (e)(i) to whom the client has transferred funds under the terms of item (e)(ii). The Argentine Foreign Exchange Regulations state that transfers to foreign depositary entities of securities made in connection with a repurchase of debt securities by Argentine residents should not be considered in the affidavits prepared to comply with of the Argentine Foreign Exchange Regulations. Imports Payments Section 3.1 of the Argentine Foreign Exchange Regulations allows access to the Foreign Exchange Market for the payment of imports of goods, establishing different conditions based on whether they are payments of imports of goods with customs entry registration, or payments of imports of goods with pending customs entry registration, and based on the due date of the interest that such commercial debts accrue. It also provides for the reestablishment of the “SEPAIMPO,” the import payment tracking system, for the purpose of monitoring import payments, import financing and the demonstration of the entry of goods into Argentina. In addition, the local importer must designate a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with applicable regulations, including, among others, the settlement of import financing and the entry of imported goods. 186
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Table of Contents Communication “A” 7,917 issued on December 13, 2023, as amended from time to time, substantially modified the regime of access to the Foreign Exchange Market for the payment of imports of goods and services, establishing the following with respect to access to the Foreign Exchange Market for the payment of imports of goods, effective as of December 13, 2023: (1) A SIRA filing in “SALIDA” status is not required to access the Foreign Exchange Market. In particular, access to the Foreign Exchange Market does not require (i) the filing of a SIRA declaration in “SALIDA” status, nor (ii) the validation of the transaction in the Single Current Account for Foreign Trade system. (2) Payments for imports of goods with customs entry registration as from December 13, 2023: Entities may provide access to the Foreign Exchange Market without prior BCRA approval to make deferred payments for imports of goods with customs entry registration as from December 13, 2023, from the date of customs entry, provided that the transactions are not covered under Section 10.6.6 and that all other applicable regulatory requirements are satisfied. (3) Payments of imports of goods with pending customs entry registration: Entities may also grant access to the Foreign Exchange Market without the prior approval of the BCRA to process payments with pending customs entry for transactions not covered under Section 10.6.6, provided that, in addition to the other applicable regulatory requirements, the payment falls within the situations set forth in Section 10.10.2 of the Argentine Foreign Exchange Regulations. (4) Stock of Debt—Imports of Goods: Access to the Foreign Exchange Market to make import payments for goods whose customs entry registration occurred up to December 12, 2023 shall require the prior conformity of the BCRA except when, in addition to the remaining applicable requirements, they are transactions financed by financial entities or official credit agencies or international organizations, or when the payment is made through a swap and/or arbitrage transaction using funds deposited in a local account and originated from the receipt of principal and interest payments in foreign currency from Bonos para la Reconstrucción de una Argentina Libre bonds (“BOPREAL”); among other situations set forth in Section 10.11 of the Argentine Foreign Exchange Regulations. Payment for Services Rendered by Non-Residents Pursuant to Section 13.1 of the Argentine Foreign Exchange Regulations, entities may access the Foreign Exchange Market to make payments for services rendered by non-residents as long as they have documentation to support the existence of the service. In the case of commercial debts for services, access is granted as from the expiration date, provided that it is verified that the transaction is declared, if applicable, in the last due presentation of the External Assets and Liabilities Survey. Regarding access to the Foreign Exchange Market for the payment of service imports, the following provisions apply: Payments for services that were or will be rendered or accrued on or after December 13, 2023: Entities may give access to the Foreign Exchange Market to make payments for non-residents services that were or will be rendered on or after December 13, 2023, when, in addition to the other applicable regulatory requirements, the transaction falls within one of the situations detailed below: i. The payment corresponds to a transaction that falls under the following concept codes: S03. Passenger Transportation Services. S06. Travel (excluding transactions associated with withdrawals and/or consumption with resident cards with non-resident suppliers or non-resident cards with Argentine suppliers). S23. Audiovisual services. S25. Government services. S26. Health services by travel assistance companies. S27. Other health services. S34. Transactions involving charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, for the provision of digital services not related to travel. 187
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Table of Contents S35. Transactions involving charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, for the remote (non face-to-face) purchase or sale of goods. S36. Transactions involving cash withdrawals and/or charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, excluding those relating to the provision of digital services not related to travel or the remote (non face-to-face) purchase or sale of goods. ii. Expenses paid to foreign financial entities for their usual transactions. iii. The payment corresponds to a transaction classified under the concept “S31. Freight services for export of goods,” in which the freight charges form part of the sales terms agreed with the purchaser of the goods, and is made once the export has been cleared for shipment by customs. iv. The payment corresponds to a transaction classified under the concept “S30. Freight services for import transactions of goods” and is made as of the date the service is rendered. In the case of freight charges related to an import transaction falling within the scope of Section 10.10.2.1 of the Argentine Foreign Exchange Regulations, payment may be made as of the shipment date of the goods at origin. v. The payment corresponds to a transaction classified under the concept “S24. Other personal, cultural, and recreational services” provided by a counterparty affiliated with the resident on or before April 13, 2025, and is made after a period of 90 calendar days from the date the service is rendered or accrued. vi. The payment corresponds to a transaction corresponding to a service not included in Sections 13.2.1. to 13.2.5. of the Argentine Foreign Exchange Regulations provided by a non-related counterparty to the resident, and payment is made as of the date the service is rendered or accrued. This timeframe shall also apply to transactions corresponding to transfers abroad by local agents of funds collected in Argentina for services provided by non-residents to residents. vii. The payment corresponds to a transaction corresponding for a service not included in items 13.2.1. to 13.2.5. of the Argentine Foreign Exchange Regulations provided by a related counterparty to the resident, and payment is made: (a) After a period of 90 calendar days from the date the service is rendered or accrued, if such date falls on or after April 14, 2025. (b) After a period of 180 calendar days from the date the service is rendered or accrued, if such date is prior to April 14, 2025. Payments for services that were or will be rendered or accrued on or after December 13, 2023, prior to the provisions set forth in Sections 13.2.3 to 13.2.7 of the Argentine Foreign Exchange Regulations Access to the Foreign Exchange Market for payments for services provided and/or accrued by non-residents on or after December 13, 2023, will be admissible prior to the deadlines set forth in Sections 13.2.3 to 13.2.7. of the Argentine Foreign Exchange Regulations, when, in addition to the other applicable requirements, the following situations are verified: i. The customer accesses the Foreign Exchange Market with funds originating from foreign currency financing for service imports granted by a local financial entity, provided that the maturity dates and the principal amounts to be paid of the granted financing are compatible with those provided in Section 13.2. of the Argentine Foreign Exchange Regulations. If the granting of the financing is prior to the date of provision or accrual of the service, the deadlines provided in Section 13.2 of the Argentine Foreign Exchange Regulations will be calculated from the estimated date of provision or accrual plus 15 calendar days. 188
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Table of Contents In the case of a transaction classified under the concept “S30. Freight services for goods import operations” that falls within the scope of Section 10.10.2.1 of the Argentine Foreign Exchange Regulations, financing shall be provided until the estimated shipment date of the goods at origin plus an additional period of 15 calendar days. If the financing is granted after the date the service is rendered or accrued, the time periods set forth in Section 13.2 of the Argentine Foreign Exchange Regulations shall be calculated from that date. ii. The customer has access to the Foreign Exchange Market simultaneously with the settlement of funds for advances or pre-financing of exports from abroad or pre-financing of exports granted by local financial entities with funding in foreign credit lines, to the extent that the stipulations of Section 13.3.1 of the Argentine Foreign Exchange Regulations regarding maturity dates and the amounts of principal to be paid for the financing are complied with. iii. The customer accesses the Foreign Exchange Market simultaneously with the settlement of funds originated in an External Financial Indebtedness, to the extent that the provisions of Section 13.3.1 of the Argentine Foreign Exchange Regulations regarding maturity dates and principal amounts payable on the financing are complied with. The portion of the financial indebtedness that is used by virtue of the provisions of this Section may not be computed for the purposes of other specific mechanisms that enable access to the Foreign Exchange Market as from the entry and/or settlement of this type of transactions. iv. In the case that the payment for imports of services is performed within the framework of the mechanism provided for in Section 7.11 of the Argentine Foreign Exchange Regulations. v. The customer has a “Certification for the regimes of access to foreign currency for the incremental production of oil and/or natural gas (Decree No. 277/22)” issued within the framework of the provisions of Section 3.17 of the Argentine Foreign Exchange Regulations. vi. The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by local or foreign financial entities. vii. The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by international organizations and/or official credit agencies. Entities may also consider as a transaction guaranteed by an official credit agency those covered by a guarantee issued by a private insurer on behalf of a national government of another country. In all cases, the intervening entity must have documentation explicitly confirming this situation. viii. The payment is made on the closing date of a repurchase and/or debt redemption transaction under Sections 3.5.3.1. or 3.6.4.4. of the Argentine Foreign Exchange Regulations, and relates to services provided by non-residents arising from the issuance of the new debt securities and/or the repurchase and/or redemption transaction. ix. The payment is to a counterparty not related to the client and is completed through an exchange and/or arbitration with the funds deposited in a foreign currency account in a local financial entity. Stock of Debt for Import of Services Prior approval of the BCRA shall be required for access to the Foreign Exchange Market to make payments for non-resident services rendered or accrued up to December 12, 2023, except when in addition to the other applicable requirements, the entity verifies compliance with the requirements set forth in Section 13.4 of the Argentine Foreign Exchange Regulations. 189
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Table of Contents External Financial Indebtedness As previously mentioned, for resident debtors to access the Foreign Exchange Market to make capital or interest payments on External Financial Indebtedness, it is required that an amount equivalent to the nominal value of the External Financial Indebtedness has been entered into Argentina and settled through the Foreign Exchange Market, and that the transaction has been declared in the External Assets and Liabilities Survey. See “- Debt securities subscribed abroad and external financial indebtedness.” This requirement for entry and settlement will be considered fulfilled in the following cases: (1) Indebtedness disbursed before September 1, 2019. (2) Indebtedness originating from September 1, 2019, which does not generate disbursements due to refinancing of capital and/or interest on external financial indebtedness that had access under the applicable regulations, as long as the refinancing does not bring forward the maturity of the original debt. (3) For the amount of the applicable origination and/or issuance expenses and other expenses debited abroad for the banking transactions involved. (4) For the difference between the effective value and the nominal value in publicly registered debt securities issued below par. (5) For the portion corresponding to a capitalized interest in accordance with the financing agreement. (6) For the portion of new debt securities delivered by a resident to their creditors as participation premium, repurchase, early redemption, or similar, in the framework of a debt exchange, repurchase, and/or early redemption transaction of External Financial Indebtedness, provided that: a. The nominal value of the new securities delivered, in the concept of participation premium, repurchase or early redemption or similar, does not exceed the equivalent of 5% of the capital value of the debt effectively exchanged or repurchased; and b. The new debt securities provide at least one year of grace for capital repayment and imply a minimum extension of two years regarding the average duration of the remaining capital of the exchanged or repurchased debt. (7) For the portion of public debt securities issued from January 7, 2021, which were delivered to creditors to refinance preexisting financial debts with an extension of the average duration, corresponding to the refinanced capital amount, accrued interest up to the refinancing date, and, to the extent that the new debt securities do not have capital maturities during the first two years, the amount equivalent to the interest that would accrue in the first two years on the debt being refinanced in advance and/or the deferral of the refinanced capital and/or the interest that would accrue on the amounts so refinanced. (8) For the portion subscribed in foreign currency in Argentina for public debt securities issued abroad starting from February 5, 2021, provided that all conditions outlined in the Argentine Foreign Exchange Regulations are met. (9) For external indebtedness originating from September 1, 2019 in a refinancing of the capital and/or interest on commercial debts with the foreign creditor, provided that the new financial debt does not anticipate maturity dates concerning the refinanced commercial debt nor involve payments before the date the client could have accessed for the commercial debt under the applicable regulations. (10) For External Financial Indebtedness falling under sections 7.11.1.3 and 7.11.1.5 of the Argentine Foreign Exchange Regulations, provided that evidence of customs entry registration of goods with a value equivalent to the received financing is presented. The value of freight expenses stated in the transportation documentation associated with the customs entry registration of the goods may also be counted, provided that the funds from the transactions outlined in the mentioned sections were used for direct payment to the freight service provider of imports not included in the agreed purchase condition. 190
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Table of Contents (11) External Financial Indebtedness that falls under Section 7.10.2.2.ii) of the Argentine Foreign Exchange Regulations, provided that evidence of customs entry registration of goods with a value equivalent to the received financing is presented. (12) For the portion of publicly registered debt securities issued between October 9, 2020, and December 31, 2023, with an average duration not less than two years, which were delivered to creditors of external financial indebtedness and/or foreign currency-denominated public debt securities with maturities between October 15, 2020, and December 31, 2023, as part of the refinancing plan required under item 7 of Communication A 7106 and related provisions (as included in item 3.17 of Annex of Communication A 7914), based on the parameters defined in the Argentine Foreign Exchange Regulations. Section 3.5.4 of the Argentine Foreign Exchange Regulations establishes that, as long as the prior approval requirement for access to the Foreign Exchange Market for paying capital and interest on External Financial Indebtedness remains in force, this requirement will not be applicable when all of the following conditions are met: (a) The funds were used to finance projects within the “Argentine Natural Gas Production Promotion Plan – 2020-2024 Supply and Demand Scheme” established in Article 2 of Decree No. 892/20 (“Plan GasAr”); (b) The funds have been entered and settled through the Foreign Exchange Market as from November 16, 2020; and (c) The indebtedness has an average duration of no less than 2 (two) years. Payments of debt securities or other debt instruments denominated and payable in foreign currency in Argentina Pursuant to Section 2.5 of the Argentine Foreign Exchange Regulations, issuances by residents of publicly registered debt securities in Argentina that do not constitute External Financial Indebtedness and/or promissory notes with a public offering issued under General Resolution No. 1003/24 of the CNV and related regulations, and/or fiduciary debt securities issued by trustees of fiduciary trusts with a public offering carried out in accordance with CNV provisions in the matter, denominated and subscribed in foreign currency, must be settled in the Foreign Exchange Market as a requirement for subsequent access to said market to address their capital and/or interest services in foreign currency in Argentina under the provisions of this section. Access to the Foreign Exchange Market for the repayment of debts and other obligations in foreign currency between residents, incurred after September 1, 2019, is prohibited. However, exceptions are made for the cancellation in Argentina of principal and interest upon maturity of: (i) Foreign currency financing granted by local financial institutions, including payments for foreign currency consumption through credit or purchase cards, except for the repayment of overdrafts in U.S. dollar current accounts, which may only be settled with the client’s freely available funds in such currency. (ii) Debt securities issued as from September 1, 2019, for the purpose of refinancing debts covered in Section 3.6.2 of the Argentine Foreign Exchange Regulations and which involve an increase in the average maturity of the obligations. (iii) Debt securities issued as from November 29, 2019, with public registration in Argentina that do not qualify as External Financial Indebtedness, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency, provided that all funds obtained have been settled in the Foreign Exchange Market. In the case of debt securities issued by local financial institutions through transactions entered into on or after May 26, 2025, repayment shall only be permitted once at least 12 months have elapsed from the issuance date. 191
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Table of Contents (iv) Promissory notes with public offering issued under General Resolution 1003/24 of the CNV and related regulations, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency in Argentina, provided that all funds obtained have been settled in the Foreign Exchange Market. (v) Fiduciary debt securities issued by trustees of financial trusts with a public offering conducted in accordance with the provisions of the CNV, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency in Argentina, provided that all funds obtained have been settled in the Foreign Exchange Market. (vi) Issuances of securities covered under items (iii) through (v) that did not involve cash disbursements as they consisted of restructurings of debt originally falling under those same items, provided that the refinancing does not anticipate maturities compared to the original debt. Issuances of securities that meet the conditions set forth in items (iii) through (v) above for access to the Foreign Exchange Market will be allowed to cancel their capital and interest services upon maturity through the application of export collections of goods and services in Argentina, provided that the requirements set forth in Section 7.9 of the Argentine Foreign Exchange Regulations are met. Entities may also grant access to the Foreign Exchange Market for the cancellation upon maturity of: (1) Foreign currency obligations between residents formalized through public records or deeds as of August 30, 2019. (2) Foreign currency financing granted by local financial institutions pending as of August 30, 2019. Access to the Foreign Exchange Market before maturity will require prior approval from the BCRA, except when the transaction falls under one of the following situations and all conditions established in each case are met: (i) When the debt originates from foreign currency financing granted by local financial institutions for foreign currency consumption made through credit or purchase cards. (ii) In case of other financings in foreign currency from local financial institutions, except for the repayment of overdrafts in U.S. dollar current accounts, where repayment is made simultaneously with the settlement of funds received from abroad under new indebtedness: a. The early payment is made simultaneously with funds settled from new External Financial Indebtedness and/or new prefinancing of exports from abroad; b. The average maturity of the new indebtedness is longer than the remaining average maturity of the debt being paid off; c. The accumulated amount of principal payments of the new indebtedness, at any time until the maturity date of the debt being canceled, may not exceed the accumulated principal payments of the financing being paid off; and d. If the new indebtedness is a prefinancing of exports from abroad, the entity must have an affidavit from the client stating that prior approval from the BCRA will be required for the application of export currency collections to the early repayment of principal before the maturities counted for compliance with the conditions mentioned. If the pre-canceled financing by the client was granted from a credit line from abroad, the financial institution may also pre-cancel the principal and accrued interest from the credit line for the proportion of the debt repaid early. (iii) In case of early cancellation of interest within a debt exchange process: a. The early cancellation of interest is made within a debt exchange process of securities issued by the client, in which the creditor is delivered a new security with public registration in Argentina that does not qualify as External Financial Indebtedness; b. The amount paid before maturity corresponds to interest accrued up to the closing date of the exchange; 192
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Table of Contents c. The average duration of the new debt securities is longer than the remaining average duration of the exchanged securities; and d. The accumulated amount of principal payments of the new securities, at no time until the maturity date of the debt being canceled, may exceed the amount accumulated by the principal payments of the exchanged securities. (iv) In case of early cancellation of principal and interest from a debt security covered in this section with the settlement of funds entered from abroad through the issuance of a new debt security that qualifies as External Financial Indebtedness: a. The early cancellation of principal is made simultaneously with the settlement of funds from abroad through the issuance of a new debt security that qualifies as External Financial Indebtedness issued within a refinancing, repurchase, and/or early redemption transaction; i. The new debt security includes a one year grace period for capital repayment, and its average duration is at least two years longer than the remaining average duration of the debt security being canceled; and ii. The accumulated amount of principal payments of the new indebtedness may not exceed, until the maturity date of the canceled debt, the amount accumulated by the principal payments of the debt being canceled. b. The early cancellation of interest corresponds to the interest accrued on the refinanced debt until the closing date of the repurchase and/or redemption transaction, without the need for an equivalent funds settlement. Additionally, the entity may grant the client access to the Foreign Exchange Market to: c. Pay for a repurchase premium, early redemption, or similar, up to the equivalent of 5% of the principal amount of the repurchased and/or redeemed debt security, provided that the payment is made simultaneously with the settlement of funds entered from abroad by the new debt security exceeding the principal amount being pre-canceled, by at least an amount equivalent to the premium paid. d. Pay, at the closing date of the repurchase and/or redemption transaction, without the need for an equivalent funds settlement, the issuance costs or other services provided by non-residents in the context of the issuance of the new debt securities and/or the repurchase and/or redemption transaction. (v) In case of early cancellation of principal and interest from a debt security covered in this section or from a foreign currency financing granted by a local financial entity that was not granted under a foreign credit line, simultaneously with the settlement of other External Financial Indebtedness: a. The early cancellation of principal and interest is made simultaneously with funds settled from new External Financial Indebtedness; b. The average duration of the new indebtedness is longer than the remaining average duration of the debt security being canceled; and c. The accumulated amount of principal payments of the new indebtedness, at no time until the maturity date of the debt being canceled, may exceed the amount accumulated by the principal payments of the debt security being canceled. (vi) In the case of early cancellation of principal and interest from a security covered in this section or a foreign currency financing from a local financial entity that was not granted under a foreign credit line, carried out simultaneously with the settlement of a new security covered in this section, subject to the following conditions: a. the early cancellation of principal and accured interest of a security covered in this section or a foreign currency financing from a local financial entity that was not granted under a foreign credit line is made simultaneously with the funds settled from the issuance of a new security covered in this section; 193
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Table of Contents b. the average duration of the new security is longer than the remaining average duration of the debt being prepaid, and c. at no time, up to the maturity date of the debt being prepaid, may the cumulative amount of principal amortizations under the new security exceed the cumulative amount of principal amortizations that would have accrued under the debt being prepaid. (vii) The client is a SPV adhered to the RIGI that early cancels principal or accrued interest from debts covered in this section in accordance with the provisions of Section 14.2.1 of the Argentine Foreign Exchange Regulations. (viii) In the case of prepayment of principal and accrued interest under a security covered by this section, or under foreign currency financing granted by a local financial institution that was not extended under an external credit line, provided that such prepayment is carried out simultaneously with the settlement of new foreign currency financing granted by a local financial institution, subject to the following conditions: a. the prepayment of principal and accrued interest under a security covered by this section, or under foreign currency financing granted by a local financial institution that was not extended under an external credit line, is made simultaneously with the funds settled under new foreign currency financing granted by a local financial institution. Where foreign currency financing granted by a local financial institution is being repaid, the foregoing requirement shall be deemed satisfied if a certificate issued by the institution granting the new financing evidencing the settlement of the required amount within the preceding forty-eight (48) business hours is obtained; b. the average life of the new debt is longer than the remaining average life of the debt being prepaid; and c. at no time, up to the maturity date of the debt being prepaid, may the cumulative amount of principal amortizations under the new debt exceed the cumulative amount of principal amortizations that would have accrued under the debt being prepaid. Repayment Under Related Counterparty Debt Prior approval from the BCRA is required to access the Foreign Exchange Market for the cancellation of principal and interest of External Financial Indebtedness when the creditor is a related counterparty to the resident debtor, in accordance with section 3.5.6 of the Argentine Foreign Exchange Regulations. Additionally, debts covered by this section will continue to be subject to prior approval even if there is a modification of the creditor or debtor that results in no longer having a relationship between the creditor and the resident debtor. Prior approval from the BCRA will not be required when: (i) it is related to transactions specific to local financial institutions; (ii) it is an External Financial Indebtedness that has an average life of no less than six months, provided the funds were entered into Argentina and settled through the Foreign Exchange Market on or after April 21, 2025; (iii) it is an External Financial Indebtedness with an average maturity of no less than two years, and the funds have been entered and settled through the Foreign Exchange Market between October 2, 2020 and April 20, 2025; (iv) it is a payment of compensatory interest accruing from January 1, 2025, on the remaining original value of financial debts with related foreign counterparties. Penalty or other equivalent interest that accrues from January 1, 2025, will still be subject to prior approval requirement; (v) the client is a SPV participant under RIGI that settles principal or interest of External Financial Indebtedness as provided in section 14.2.1 of the Argentine Foreign Exchange Regulations; 194
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Table of Contents (vi) it is a payment of interest that is made simultaneously with the settlement for at least an equivalent amount of: a. new External Financial Indebtedness with an average maturity of no less than two years and providing at least one year of grace for principal payments, both counted from the date access to the market is granted. b. new direct investment contributions from non-residents. The financial debts and/or direct foreign investment contributions, which cannot be considered for other mechanisms under the Argentine Foreign Exchange Regulations, may be entered and settled by the debtor making the interest payment or by another resident company belonging to the same economic group. (vii) it is an External Financial Indebtedness under the mechanism of Section 7.11 of the Argentine Foreign Exchange Regulations, and the access date is consistent with the conditions required to fit within that mechanism; (viii) the client has a “Certification for foreign exchange access regimes for incremental oil and/or natural gas production (Decree 277/22)” issued in the framework of Section 3.17 of the Argentine Foreign Exchange Regulations, for the equivalent of the principal amount being paid; (ix) the client has a “Certification of increased goods exports” for the years 2021 to 2023 issued under Section 3.18 of the Argentine Foreign Exchange Regulations for the equivalent of the principal amount being paid; (x) it is an External Financial Indebtedness with an average maturity of no less than two years settled between August 27, 2021, and December 12, 2023, and was used to pay commercial debts for the import of goods and services, based on the issuance of a “Certification of entry of new financial indebtedness with the exterior” under item 1 of Communication A 7348 and related provisions (provisions received in item 3.19 of the Annex to Communication A 7914); and (xi) it is an External Financial Indebtedness with an average maturity of no less than two years originating between August 27, 2021, and December 12, 2023, from a refinancing of commercial debts for the import of goods and services with the same creditor, under item 20 of Communication A 7626 and related provisions (provisions received in item 3.20 of the Annex to Communication A 7914). Access to the Foreign Exchange Market by Guarantee Trusts for the Payment of Principal and Interest Pursuant to Section 3.7 of the Argentine Foreign Exchange Regulations, Argentine guarantee trusts created to guarantee principal and interest payments of resident debtors may access the Foreign Exchange Market to make such payments at their scheduled maturity, to the extent that, in accordance with the applicable regulations in force, the debtor would have had access to the Foreign Exchange Market to make such payments directly. Profit and Dividend Payment Pursuant to Section 3.4 of the Argentine Foreign Exchange Regulations, access to the Foreign Exchange Market for the transfer of foreign currency abroad for the payment of dividends and profits to non-resident shareholders is subject to prior approval of the BCRA, unless the following requirements are met: (1) The profits and dividends must correspond to closed and audited balance sheets. (2) The total amount paid to non-resident shareholders shall not exceed the amount in Argentine Pesos that correspond according to the distribution determined by the shareholders’ meeting. (3) If applicable, the External Assets and Liabilities Survey must have been complied with for the transactions involved. 195
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Table of Contents (4) The company falls within one of the following situations and fulfills all the conditions stipulated in each case: (a) The distributable profits arise from net income reported in regular, audited annual financial statements for fiscal years beginning on or after January 1, 2025. (b) The client engages in an exchange and/or arbitration transaction with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL. (c) The client is a SPV adhered to the RIGI and the profits correspond to foreign direct investment contributions that fall under Section 14.2.2 of the Argentine Foreign Exchange Regulations, the client must present documentation that supports the definitive capitalization of the contribution. In this case, the client must present documentation that supports the definitive capitalization of the contribution. (d) Records direct investment contributions settled as of January 17, 2020. In which case, (i) the total amount of transfers made in the Foreign Exchange Market for the payment of dividends to non-resident shareholders may not exceed 30% of the total value of the capital contributions made in the relevant local company that have entered and been settled through the Foreign Exchange Market as of January 17, 2020, (ii) access will only be granted after the expiration of a term of not less than 30 calendar days as from the settlement date of the last capital contribution taken into account to determine the aforementioned 30% capital cap, and (iii) the definitive capitalization of the capital contributions must be accredited or, failing that, the filing of the registration procedure of the capital contribution with the Public Registry of Commerce must be evidenced. In this case, the accreditation of the definitive capitalization must be made within 365 calendar days following the date of the initial filing with the Public Registry of Commerce. (e) Profits generated in projects under the Plan GasAr 2020-2024. In this case, (i) the profits generated by the foreign direct investment contributions entered and settled through the Foreign Exchange Market as from November 16, 2020, destined to the financing of projects framed within the Plan GasAr 2020-2024. If the client is a direct beneficiary of Decree No. 277/2022, the value of the benefits of the decree used by the client, directly or indirectly, shall be deducted from the amount allowed in the preceding paragraph, (ii) the access to the Foreign Exchange Market occurs no earlier than two years from the date of settlement in the Foreign Exchange Market of the contribution that allows the framing in this section, and (iii) the client must submit the documentation supporting the definitive capitalization of the contribution. (f) It has a “Certification for the Foreign Exchange Access Regimes for Incremental Oil and/or Natural Gas Production (Decree No. 277/22)” issued under the provisions of section 3.17. of the Argentine Foreign Exchange Regulations, for the equivalent value of the profits and dividends being paid. (g) The client must have a Certification of Increased Exports of Goods for the years 2021 to 2023, issued in accordance with Section 3.18 of the Argentine Foreign Exchange Regulations, for the equivalent value of the profits and dividends being paid. Transactions BOPREAL The BOPREAL are securities issued by the BCRA for subscription in a primary offering for the following purposes: (i) by importers of goods, up to the amount of the outstanding debt for imports of goods with customs entry registration on or before December 12, 2023; (ii) by importers of services, up to the amount of the outstanding debt for imports of services where the performance or accrual of such services by the non-resident provider occurred on or before December 12, 2023; (iii) for the payment of profits and dividends owed to non-residents, as from the date on which their distribution was approved by the shareholders’ meeting; (iv) by non-resident clients, for profits and dividends collected in Argentina since September 1, 2019; and (v) by debtors of principal and interest in arrears with related-party counterparties, subject to prior authorization of the BCRA as provided under Sections 3.3.3 and 3.5.6 of the Argentine Foreign Exchange Regulations. 196
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Table of Contents (a) For Importers of Goods Importers of goods can subscribe BOPREAL for up to the amount of the pending debt for their imports of goods with customs entry registration before December 12, 2023. The entity making the subscription offer on behalf of the client must obtain the respective certifications on the outstanding debt amount issued by the entity/entities responsible for monitoring the officializations involved in the SEPAIMPO, in order to verify that all of the following conditions are met: (i) The obligation qualifies as a debt for goods imports as indicated in Section 10.2.4 of the Argentine Foreign Exchange Regulations. (ii) The transaction is declared, if applicable, in the last overdue submission of the External Assets and Liabilities Survey. (iii) The conditions set forth in Section 10.3.2.1 of the Argentine Foreign Exchange Regulations for access to the Foreign Exchange Market are met, except for the condition specified in item (viii). (iv) The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Argentine Foreign Exchange Regulations. Section 3.16.3 shall only apply to clients who are not resident individuals. (v) The client provides an affidavit stating that the debt for which they are requesting subscription is pending payment. Additionally, the entity must execute a foreign exchange sale ticket on behalf of the importer using the corresponding concept code identifying the type of transaction, indicating the nominal value in foreign currency of the BOPREAL bonds allocated to the importer. In certain cases, the entity making the subscription offer on behalf of the client must have an affidavit from the client confirming that they have not requested the use of this mechanism through another entity for that debt. (b) For Importers of Services Importers of services can subscribe BOPREAL for up to the amount of the pending debt for their imports of services in which the provision or accrual of the service by the non-resident took place on or before December 12, 2023. The entity making the subscription offer on behalf of the client must obtain the documentation that supports the existence of the service, the amount owed as of the subscription date, and verify that all of the following conditions are met: (i) The obligation qualifies as a debt for service imports as indicated in the second paragraph of Section 13.1.2 of the Argentine Foreign Exchange Regulations. (ii) The transaction is declared, if applicable, in the last overdue submission of the External Assets and Liabilities Survey. (iii) The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Argentine Foreign Exchange Regulations. Section 3.16.3 shall only apply to clients who are not resident individuals. (iv) The client provides an affidavit stating that the debt for which they are requesting subscription is pending payment and that they have not used this mechanism for that debt. Additionally, the financial entity must execute a foreign exchange sale ticket on behalf of the importer using the corresponding concept code identifying the type of transaction, indicating the nominal value in foreign currency of the BOPREAL bonds allocated to the importer. 197
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Table of Contents (c) For Profits and Dividends of Non-Resident Shareholders Pending Payment or Already Received in Argentina When it comes to profits and dividends pending payment to non-residents as determined by the shareholders’ meeting, clients can subscribe BOPREAL for up to the equivalent amount in local currency of the profits and dividends pending payment to non-resident shareholders as determined by the shareholders’ meeting. The entity making the subscription offer on behalf of the client must verify compliance with the following requirements: (i) The entity has documentation to support that the outstanding debt corresponds to profits and dividends from closed and audited financial statements. (ii) The transaction is declared, if applicable, in the latest overdue submission of the External Assets and Liabilities Survey. (iii) The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Argentine Foreign Exchange Regulations. (iv) The client provides an affidavit stating that: a. The profits and dividends for which they are requesting subscription are pending payment; b. They have not used this mechanism for that debt, and c. They acknowledge that they will not have access to the Foreign Exchange Market to pay the equivalent of the debt for which they subscribed unless the payment is made via exchange and arbitrage with funds deposited in a local account, originating from the collection of capital and interest in foreign currency from the BOPREAL bonds. Additionally, the entity must also execute a foreign exchange sale ticket on behalf of the client, using the corresponding transaction code identifying the type of operation, and indicating the nominal value in foreign currency of the BOPREAL allocated to the client. Non-resident clients, for profits and dividends received since September 1, 2019, may subscribe BOPREAL for up to the equivalent amount in local currency of the profits and dividends received from that date, adjusted by the most recent CPI available at the time of subscription. The entity making the subscription offer on behalf of the client must verify compliance with the requirements outlined in Section 4.6.2 of the Argentine Foreign Exchange Regulations. (d) Subscription of BOPREAL by Debtors of Principal and Accrued Interest with Related Parties, Subject to Prior Approval by the BCRA pursuant to Sections 3.3.3 and 3.5.6 of the Argentine Foreign Exchange Regulations Clients may subscribe to BOPREAL up to the amount outstanding as of the subscription date in connection with the following obligations: (i) Accrued compensatory interest as of July 4, 2024, arising from commercial debt for imports of goods and services with related counterparties. (ii) Accrued compensatory interest as of December 31, 2024, arising from financial debt with related counterparties. (iii) Principal amounts due in respect of financial debt with related counterparties. The financial entity submitting the subscription on behalf of the client must retain documentation supporting: (i) the existence of the debt, (ii) the outstanding amount as of the subscription date, and (iii) verification of the following: (1) The transaction, where applicable, has been reported in the latest filed submission of the External Assets and Liabilities Survey. 198
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Table of Contents (2) The client complies with the supplementary requirements set forth under Sections 3.16.1 to 3.16.4. of the Argentine Foreign Exchange Regulations. (3) The client complies with all other applicable requirements for accessing the Foreign Exchange Market according to the current regulatory framework, based on the nature of the transaction. (4) The client has provided an affidavit certifying that: (i) The debt for which the subscription is requested remains outstanding; (ii) This mechanism has not already been used for this debt; and (iii) The client acknowledges that they will not have access to the Foreign Exchange Market to repay the equivalent of the debt for which they subscribed, except if repayment occurs through an exchange and arbitrage with funds deposited in a local account originating from collections of principal and interest in foreign currency on BOPREAL. The financial entity must also execute a foreign exchange sale ticket on behalf of the client, using the corresponding transaction code identifying the type of operation, and indicating the nominal value in foreign currency of the BOPREAL allocated to the debtor. (e) Complementary Provisions on BOPREAL Clients may, provided that the applicable requirements are met, access the Foreign Exchange Market through the execution of an exchange and/or arbitration with funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, to carry out the following transactions: (i) Payment of commercial debts for imports of goods with customs entry registration up to and including December 12, 2023, which were eligible according to the provisions of section (a) above. Payments made through the Local Currency System (the “LCS”) from the sale of funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, may also be considered under this section. (ii) Payment of commercial debts for imports of services rendered or accrued up to and including December 12, 2023, which were eligible according to the provisions of section (b) above. Payments made through the LCS from the sale of funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, may also be considered under this section. (iii) Payment of debts to non-resident shareholders for profits and dividends, which were eligible according to the provisions of the first paragraph of section (c) above. (iv) The repatriation of portfolio investments of non-residents originating from profits and dividends collected in Argentina since September 1, 2019, as determined by the shareholders’ meeting based on closed and audited financial statements, which were eligible according to the provisions of the second paragraph of section (c) above. (v) Payment of principal and interest on debts with affiliated counterparties, which were eligible in accordance with Section (d) above Clients who have acquired BOPREAL bonds in primary bidding under the provisions of sections (a), (b), (d) and the first paragraph of section (c) may execute sales of securities against a wire transfer to a third-party account abroad, provided that the requirements outlined in Section 4.3.2.3. of the Argentine Foreign Exchange Regulations are met, when selling the BOPREAL bonds acquired by the seller in the aforementioned primary biddings. They may also settle, under the conditions outlined in the previous paragraph, other sales of securities made from April 1, 2024, provided that the market value of these transactions does not exceed the difference between the amount obtained from the sale with settlement in foreign currency abroad of BOPREAL bonds acquired in primary bidding for eligible import debts of goods and services and their nominal value, should the former be lower. 199
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Table of Contents Section 4.8 of the Argentine Foreign Exchange Regulations sets forth a series of transactions that may be carried out by clients who acquired BOPREAL in primary bidding. In the event that a client has executed a sale with a repurchase obligation using BOPREAL bonds acquired in primary bidding, the following will apply: (1) The sale of the bonds at the origin of the transaction shall not be taken into account for the preparation of the affidavits stipulated in sections (c) and (d) of “General Requirements”; (2) The aforementioned sale will not entitle the client to carry out securities transactions based on the difference between the amount obtained from the sale and the nominal value of the BOPREAL bonds acquired in primary bidding for eligible import debts of goods and services. (3) Once the client has regained possession of the BOPREAL bonds, the securities will be subject to the same treatment as bonds acquired in primary bidding. Repatriations of Direct Investments and Other Foreign Currency Purchases by Non-Residents Pursuant to Section 3.13 of the Argentine Foreign Exchange Regulations, prior approval from the BCRA will be required for access to the Foreign Exchange Market for the repatriation of investments by non-residents and other foreign currency purchases by non-resident clients, except for the following transactions: (i) International organizations and institutions performing the functions of official credit agencies; (ii) Diplomatic and consular representations, and accredited diplomatic personnel in Argentina for transfers made in the exercise of their functions; (iii) Representations in Argentina of Courts, Authorities or Offices, Special Missions, Commissions, or Bilateral Bodies established by International Treaties or Agreements, in which Argentina is a party, to the extent that transfers are made in the exercise of their functions; (iv) Transfers abroad on behalf of individuals who are beneficiaries of pensions and/or retirements paid by the ANSES or other pension agencies and/or pension annuities as provided by Section 101 of Law No. 24,241, for up to the amount received for such concepts in the last 30 calendar days, provided that the transfer is made to a bank account in the beneficiary’s registered country of residence (v) Purchase of foreign currency in cash by non-residents for tourism and travel expenses, up to a maximum amount of US$ 100, to the extent that the financial institution can verify in the online system implemented by the BCRA that the customer has settled an amount equal to or greater than the amount to be purchased within the 90 days prior to the transaction; This transaction will become effective upon the registration of the client’s foreign currency sale with the BCRA by the intermediary entity, in accordance with the established guidelines. It should be noted that transactions involving the framing of settlements during their validity, specifically those pertaining to securities on behalf of and for the account of non-resident tourists, will not be considered for the purposes of this section. (vi) Transfers to bank accounts abroad of individuals for funds received in Argentina related to benefits granted by the Argentine government under Laws 24,043, 24,411, and 25,914 and related legislation; (vii) Repatriations of direct investments by non-residents in companies that are not controlling entities of local financial institutions with respect to a capital contribution that was received and settled through the foreign exchange market on or after October 2, 2020, provided that: (a) the repatriation occurs at least 180 calendar days after the settlement of the contribution funds, if the contribution was received and settled on or after April 21, 2025; or (b) the repatriation occurs at least two years after settlement, if the contribution was received and settled between October 2, 2020 and April 20, 2025. (viii) Repatriation of direct investments by non-residents is permitted up to the amount of investment contributions entered and settled through the Foreign Exchange Market as of November 16, 2020, provided that all of the following conditions are met: (a) the proceeds were used to finance projects 200
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Table of Contents carried out under the Plan GasAr 2020-2024; (b) the entity has documentation proving the effective entry of the direct investment into the resident company; and (c) access occurs no earlier than two calendar years from the date of settlement in the Foreign Exchange Market of the transaction that allows for compliance with this section. (ix) Repatriation of direct investments by non-residents in companies that are not controlling companies of local financial entities is permitted, provided that the relevant entity has obtained a “Certification for the Foreign Exchange Access Regimes for Incremental Oil and/or Natural Gas Production (Decree No. 277/22),” issued in accordance with the provisions of Section 3.17 of the Argentine Foreign Exchange Regulations. (x) Repatriations of direct investments by non-residents in companies through access by the resident who acquired their stake in a resident company, provided that: (a) The access occurs simultaneously with the settlement of funds entered from abroad through External Financial Indebtedness or funds from a financial loan in foreign currency granted by a local financial institution from a credit line of a foreign financial institution, with a minimum average duration of four years and at least three years of grace for capital repayment; (b) The resident company whose capital is being transferred is in one of the following sectors: forestry industry, tourism, infrastructure, mining, technology, steel industry, energy, oil, and gas; and (c) The transaction involves the transfer of at least 10% of the resident company’s capital. If, at the time of access, the client does not have the documentation proving their possession of the capital stake being paid, they must submit an affidavit committing to present the documentation within 60 calendar days of access to the Foreign Exchange Market. The repatriated amount must be equivalent to the original investment. Through Communication “A” 8331, the BCRA established, within the framework of this item (x), that: • This treatment will also apply—subject to compliance with the remaining applicable requirements—to the acquisition of resident companies across all economic sectors, provided that such companies are neither financial entities nor controlling entities thereof. • Financial entities may also grant access to the Foreign Exchange Market to resident clients when the relevant transaction involves the acquisition of 100% of the capital stock of a non-resident company whose sole asset is the equity interest in the local company being acquired. In such case, in addition to complying with items (a), (b) and (c) of this subsection (x), the resident client must submit an affidavit signed by the legal representative of the company or by an attorney-in-fact with sufficient authority to assume such commitment on behalf of the company, undertaking to: (i) Complete, within a maximum period of 12 months from the date of access to the Foreign Exchange Market for this transaction, the change of residency of the acquired company so that it becomes a resident company in Argentina. (ii) Ensure that the local company whose equity interest is being acquired indirectly will not distribute profits or dividends to the acquired foreign company until the residency change referred to in the preceding item has been completed. (iii) Ensure that, in the event the acquired foreign company—acting as the controlling entity of the local company—is sold to a non-resident, the proceeds received from such sale are entered and settled in the Foreign Exchange Market within 15 business days. (xi) Repatriations of direct investment contributions by non-residents in a SPV adhered to the RIGI under Section 14.2.3 of the Argentine Foreign Exchange Regulations. 201
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Table of Contents (xii) Repatriation by non-residents of principal, income, and proceeds from the sale of portfolio investments in instruments listed on local markets authorized by the CNV, mutual funds without direct listings composed of such instruments, and/or demand or term deposits with local financial institutions, provided that: (a) There is certification from a local financial institution evidencing that the investment was constituted with funds received and settled through the local Foreign Exchange Market on or after April 21, 2025. The settlement requirement shall be considered satisfied if the non-resident client has applied foreign currency directly, on or after May 23, 2025, to the primary subscription of debt securities issued by the National Treasury. (b) Documentation is available demonstrating that the amount accessing the market does not exceed the interest or principal received and/or the amount actually obtained from the sale of the investment. If the interest or sale proceeds are received in foreign currency, repatriation may be effected up to the equivalent of such amount. (xiii) Repatriations of portfolio investments by non-residents originating from profits and dividends collected in Argentina since September 1, 2019, from distributions determined by the shareholders’ meeting for closed and audited balances are permitted, provided that the transaction is carried out through an exchange and/or arbitration with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL bonds. Separately, the aforementioned Communication “A” 8331 established that financial entities may grant access to the Foreign Exchange Market to resident clients in order to effect the repatriation of investments held by a non-resident in connection with the acquisition by the resident of the non-resident’s interest in a concession for the exploitation of natural resources granted in Argentina, provided that: (i) Access is carried out simultaneously with the settlement of funds transferred from abroad pursuant to External Financial Indebtedness or funds from a foreign-currency financial loan granted by a local financial institution funded through a credit line from a foreign financial institution, with a minimum average life of four (4) years and at least three (3) years of principal grace; (ii) The transaction involves the transfer of at least 10% of the interest in the concession agreement; and (iii) If, at the time of access, the client does not have the documentation evidencing title to the interest being acquired, the client must submit an affidavit undertaking to submit such documentation within 60 calendar days from the date of access to the Foreign Exchange Market. Access to the Foreign Exchange Market by Individuals Financial institutions may grant resident individuals access to the Foreign Exchange Market, without prior authorization from the BCRA, for the purchase of foreign currency in cash for holding purposes or for the establishment of deposits, provided that all of the following requirements are met: (i) The transaction must be processed through a debit from the customer’s account at local financial institutions, or if the customer uses local currency in cash, the total amount in local currency may not exceed the equivalent of US$100 per calendar month, across all financial institutions and for all specified concepts. If the customer opts to use cash in local currency, the institution must obtain an affidavit from the customer affirming compliance with the aforementioned requirement. (ii) The selling institution must either deliver the foreign currency in cash to the customer or credit the funds to a foreign currency account held by the customer at a local financial institution or to a bank account held by the customer abroad, as applicable. 202
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Table of Contents (iii) The institution must have recorded the transaction in the online system implemented for this purpose by the BCRA. (iv) In all cases, the institution must obtain evidence that the customer has income and/or assets consistent with savings in foreign currency. In all cases, the financial entity must obtain an affidavit from the client under which the client undertakes not to conduct, whether directly, indirectly, or on behalf of or for the account of third parties, any purchases of securities settled in foreign currency from the moment the client requests access and for the following 90 calendar days. The foregoing undertaking shall not apply to purchases of securities settled in foreign currency carried out: (i) in connection with primary offerings of debt securities issued by resident issuers, provided that the purchaser holds such securities in its portfolio for a minimum of 15 business days. This minimum holding period shall not apply where the primary subscription was completed on or before December 9, 2025, or where the sale of the subscribed securities is settled in foreign currency; or (ii) through the reinvestment of foreign-currency proceeds received in respect of principal and/or interest payments on securities issued by the Argentine Treasury or the BCRA, within 15 business days from the corresponding payment date. Financial institutions may grant resident individuals access to the Foreign Exchange Market for the formation of external assets, for family remittances, and for derivative transactions, provided the transaction does not fall under Section 3.12.1 of the Argentine Foreign Exchange Regulations and without prior approval from the BCRA, as long as all of the following requirements are met: (i) The client may not exceed, in any calendar month and across all institutions and under all of the above concepts, the equivalent of US$200. (ii) The transaction must be debited from the client’s account with a local financial institution. If the client uses cash, the amount purchased may not exceed the equivalent of US$100 in any calendar month across all institutions and under all of the above concepts. (iii) The institution must obtain a sworn statement from the client confirming compliance with the above requirements. (iv) The institution must verify through the online system implemented by the BCRA that the client’s affidavit consistent with the data available to the BCRA. (v) In the case of transactions related to the client’s formation of external assets, the selling institution must either deliver the foreign currency banknotes or traveler’s checks, or credit the funds to a foreign currency account held by the client with a local financial institution, or to a bank account held by the client abroad, as applicable. In all cases, the institution must obtain evidence that the client has income and/or assets consistent with savings in foreign currency. Other Specific Provisions Securities Transactions CNV Rules establish a minimum holding period of one business day counted from its accreditation at the Central Depository Agent of Negotiable Securities (Agente Depositario Central de Valores Negociables) applicable only to clients who are not considered resident individuals in Argentina for: (a) sales of securities with settlement in foreign currency, regardless of jurisdiction or issuance law, to the extent that the purchase of said securities has been made with Argentine Pesos; 203
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Table of Contents (b) transfers of securities acquired with settlement in local currency to foreign depository entities, regardless of their issuance law, unless their accreditation (i) results from a primary placement of securities issued by the National Treasury or by BOPREAL issued by the BCRA, (ii) refers to transactions under section 3.16.3.6(v) and the second paragraph of section 4.7.2 of the Argentine Foreign Exchange Regulations, or (iii) refers to Argentine shares and/or CEDEARs traded in markets regulated by the CNV. (c) applying securities from foreign depository entities to transactions with settlement in foreign currency. Intermediaries and trading agents must verify compliance with the aforementioned minimum holding periods. Transfers of securities to foreign depositary entities made by the client for the purpose of participating in a debt securities exchange issued by the Argentine government, local governments, or resident private sector issuers are not included in the aforementioned provisions. The client must present the corresponding certification for the exchanged debt securities. Pursuant to currently applicable CNV Rules, prior to executing or registering any of the securities trade set forth in Sections 3.16.3.1. and 3.16.3.2. of the Argentine Foreign Exchange Regulations in CNV-authorized markets, local brokers must: (a) if the trade is to be performed by non-resident clients that do not qualify as foreign brokers: (i) ensure that the trades are for such clients’ own portfolios and financed with their own funds, and (ii) ensure the trades do not exceed Ps. 200 million per day; (b) if the trade is to be performed by non-resident clients that qualify as foreign brokers, whether acting for their own portfolios or on behalf of Argentine clients, ensure that the trades do not exceed Ps. 200 million per client per day. If the foreign broker is acting as a depositary of shares issued by local issuers and carries out the trade for purposes of paying dividends to holders of ADRs, GDRs, or similar certificates held in custody abroad, it is not subject to this requirement; (c) if the trade is to be performed by resident clients acting on behalf of resident or non-resident third parties, ensure that the trades do not exceed Ps. 200 million per client per day; and (d) if the trade is to be performed by resident clients acting for their own portfolios and financed with their own funds, the above-mentioned daily trading limit does not apply. The aforementioned trade restrictions do not apply, among other things, to BOPREAL acquired in primary bidding and to the sale of securities with settlement in foreign currency and in the local jurisdiction previously acquired in Argentine Pesos by individual or corporate resident clients with funds from UVA mortgage loans. These clients must be granted the funds by financial entities authorized to act as such under terms of Law No. 21,526. Furthermore, the proceeds from these sales must be applied to the purchase of real estate in Argentina within the framework of the aforementioned credits. They are also not applicable to outbound transfers to foreign depositary entities involving: (i) securities issued with a full or partial amortization schedule no shorter than two years from their issuance date; and/or (ii) securities issued by the National Treasury with a full or partial amortization schedule no shorter than 180 calendar days from their issuance date; provided that, in all cases, such securities have been previously credited to the client’s account as a result of a primary issuance or bidding process, and only up to the nominal amount so subscribed in the relevant issuance. In addition, the restrictions do not apply to transfers carried out in accordance with the provisions of Sections 3.16.3.6.v) and 4.8.2, second paragraph, of the Argentine Foreign Exchange Regulations. 204
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Table of Contents BCRA Information Regime—External Assets and Liabilities Survey On December 28, 2017, the BCRA replaced the information regimes established in Communications “A” 3,602 and “A” 4,237 with Communication “A” 6,401 (as subsequently supplemented and amended by Communications “A” 6795 and 8304), a unified regime applicable from December 31, 2017 (the “External Assets and Liabilities Survey”). For submissions covering the first quarter of 2020 through the fourth quarter of 2025, inclusive, the External Assets and Liabilities Survey is governed by the following rules: a. All legal entities or individuals with external liabilities at the end of any calendar quarter, or who repaid such liabilities during that quarter, must submit the External Assets and Liabilities Survey. b. Declarants whose total external assets and liabilities at year-end equal or exceed US$50 million must file an annual report, which may supplement, confirm, or correct the quarterly submissions. Filing the annual report is optional for other entities or individuals. Starting with the first quarter of 2026, the Survey of External Assets and Liabilities will follow these rules: a. Primary Sample: Legal entities or individuals with total external assets and liabilities of US$10 million or more at the end of any quarter must submit a quarterly report. i. If a declarant belongs to the primary sample in any quarter, they remain in the primary sample for the entire calendar year. ii. If a declarant no longer has external liabilities, they must still file a report for the quarter in which the liabilities were canceled. iii. Primary sample entities are not required to submit quarterly income statements but must file a simplified annual report including only investor-related forms and statements of income, changes in equity, and balance sheet. b. Secondary Sample: Legal entities or individuals with total external assets and liabilities of less than US$10 million at the end of a quarter. i. If this condition persists through every quarter of the year, only an annual report is required. ii. If, in any quarter, external assets or liabilities equal or exceed US$10 million, the declarant moves to the primary sample and must comply with primary sample reporting requirements. iii. If the declarant ceases to have external liabilities, they must file the annual report for that year to reflect the cancellation. To be eligible for the secondary sample, the declarant must not have debts equal to or exceeding the threshold in other BCRA-related surveys at the end of the reference quarter. Entities may not charge fees for reporting reductions in such debts without access to the foreign exchange market. Access to the Foreign Exchange Market for the repayment of foreign financial debt and other transactions is contingent upon the debtor’s compliance with the External Assets and Liabilities Survey. See “—Specific provisions on outflows through the Foreign Exchange Market— Payments for debt securities subscribed abroad and external financial indebtedness with foreign entities.” Argentine Criminal Foreign Exchange Regulations The Argentine Foreign Exchange Regulations establish that transactions not in compliance with the exchange regulations established by the Argentine Foreign Exchange Regulations will be subject to the Criminal Argentine Foreign Exchange Regulations (Law No. 19,359 and amendments). 205
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Table of Contents For further information on the exchange control restrictions and regulations in force, you should consult your legal advisors and read the applicable rules mentioned in this document, as well as their amendments and complementary regulations, which are available on the website: http://www.infoleg.gob.ar/ or on the BCRA’s website: https://www.bcra.gob.ar/, as applicable. The information contained in, or accessible from, these websites is not part of this annual report and is not deemed to be incorporated herein. 206
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Table of Contents TAXATION Mexican Tax Considerations General The following summary of the Mexican federal income tax consequences of the purchase, ownership and disposition of our series A shares or ADSs, is based upon the federal tax laws of Mexico as in effect on the date of this annual report, which are subject to change. Mexico has also entered into and is negotiating several tax treaties with other countries, that may have an impact on the tax treatment of the purchase, ownership and disposition of our series A shares or ADSs. This summary is not a comprehensive discussion of all the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of series A shares or ADSs. In particular, this summary is directed only to Non-Mexican Holders that acquired our series A shares or ADS and does not address tax consequences to Holders that are regarded as residents of Mexico for tax purposes, Holders who may be subject to special tax rules, such as tax exempt entities, entities or arrangements that are treated as disregarded for Mexican or other jurisdictions’ income tax purposes, persons or group of persons under the Mexican Securities Market Law that own or are treated as owning, either, 10% or more of our stock by vote or value, or the control of our Company, or persons owning our shares before they were originally registered in the RNV maintained by the CNBV. Moreover, this summary does not address the applicable tax treatment in Mexico for transactions not conducted through an authorized Mexican or international recognized stock markets, nor through registered or protected transactions. For purposes of this summary, an “International Holder” is the holder of our series A shares or ADSs that (i) is not regarded as resident of Mexico under current domestic tax laws, and (ii) is not a non-Mexican resident with a permanent establishment in Mexico for tax purposes. You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the series A shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws. This description assumes that you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out about those procedures. ADSs In accordance with provisions of the current Administrative Tax Regulations ADSs would be regarded as securities that exclusively represent our series A shares which are registered in the RNV maintained by the CNBV; therefore, should be treated as placed among the investing public at large (colocadas entre el gran público inversionista.) Taxation of Dividends Gross amount of any distribution of cash or property with respect to our series A shares or ADSs that is paid out of our current or accumulated earnings and profits would be subject to a 10% withholding income tax which would be withheld by the Mexican custodian in INDEVAL. Withholding tax would be computed on the Mexican Peso denominated amount distributed as dividend. Mexican custodians in INDEVAL are obliged to issue tax receipts for taxes withheld on dividend distributions, which should be issued under the name of the depositary in case of ADSs or brokers where International Holders maintain their global accounts to hold our series A shares. The 10% withholding tax rate may be reduced under certain tax treaties entered by Mexico with other countries, if formal requirements are complied with and disclosure is made to the Mexican custodian by the depositary or the broker with respect to the effective beneficiary of the dividend income. A 5% withholding tax rate may apply for International Holders that are U.S. companies that are resident for tax purposes in the U.S. and that are entitled to access U.S.-Mexico Tax Treaty benefits, to the extent such International Holders that are U.S. companies own 10% or more of the voting shares of the Company. 207
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Table of Contents Taxation of Dispositions of series A shares or ADSs The sale or the disposition of series A shares carried out through a Mexican authorized stock exchange market (e.g., Bolsa Mexicana de Valores or Bolsa Institucional de Valores) would be exempt from Mexican income tax, as long as the International Holder furnishes an affidavit to its Mexican financial intermediary, stating, under oath, that it is a resident for tax purposes in a country with which Mexico has an income tax treaty in force and provides its tax identification number; otherwise, the Mexican financial intermediary should withhold 10% tax on the capital gain derived from the transaction. Considering that our series A shares underlying the ADSs are registered with the RNV, the sale or disposition of ADSs would not be subject to Mexican income tax if (i) the transaction is carried out through NYSE or other recognized markets as defined in the Mexican Federal Tax Code, and (ii) the International Holder is a tax resident of a country with which Mexico has in force a treaty for the avoidance of double taxation. Deposits and withdrawals of series A shares by International Holders in exchange for ADSs and the surrender of ADRs to the depositary for exchanging ADRs for uncertificated ADSs should not result in the realization of gain or loss for Mexican income tax purposes. In the event that the sale or the disposition of series A shares were to be carried out other than through a Mexican authorized stock exchange market (e.g., Bolsa Mexicana de Valores or Bolsa Institucional de Valores) such disposition should be subject to a 25% Mexican income tax on the gross proceeds derived from the transaction which should be directly paid by the International Holder before the Mexican tax authorities within the subsequent 15 business days after the transaction is conducted. Alternatively, if formal requirements are complied with, International Holders could elect to compute its tax liability with the 35% income tax on the capital gain. International Holders that are residents of countries with which Mexico has a tax treaty in force may be entitled to benefits that would reduce or eliminate Mexican taxes imposed on the sale or disposition of series A shares if formal requirements are complied with. Value Added Tax Dividend distributions, the purchase and the sale or disposition of the series A shares or ADSs are exempt of Value Added Tax. Tax impact of the Labor Reform Mexican tax provisions prohibit the tax deduction of payments related to services companies under the concept of subcontracting or outsourcing, or specialized services from contractors that do not have the authorization from the Mexican Ministry of Labor and Social Welfare. Specialized services cannot (a) include activities equal or similar to the activities performed by the employees of the contracting party, or (b) cover the main economic activity of the contracting party. Payments or consideration made for the subcontracting of personnel will not be considered as strictly necessary expenses, therefore, they will not be deductible for income tax purposes, nor creditable for value added tax. In addition, the tax provisions disallow any tax effects to the specialized services paid when they are carried out by the provider’s personnel that originally used to be employed by the beneficiary and were transferred by any legal means from the service provider to the beneficiary. Note that pursuant to the labor reform, for Mexican entities to deduct payments for subcontracting specialized services, and credit the VAT related to such payments, the Mexican entity requires to receive certain documentation from the specialized service provider. Under the terms of the labor reform, the tax authorities may impose fines ranging from approximately US$10,250 to US$20,550 to the specialized service providers that fail to deliver the documentation for each obligation to deliver information not complied with. Furthermore, the labor reform establishes that Mexican entities subcontracting personnel will be joint and severally liable with the contracting party for the employment-related taxes triggered by the employees associated to the services or works rendered. 208
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Table of Contents Also, using deceptive practices to conceal the provision of subcontracting personnel would constitute tax fraud. Other Mexican Taxes There are currently no Mexican estate, gift, stamp, registration, or similar taxes payable with respect to the purchase, ownership or disposition of our series A shares or ADSs. The inheritance of our series A shares or ADSs received by a non-Mexican resident would be subject to income tax at the rate of 25% on the fair-market-value of the series A shares or ADSs inherited. United States Federal Income Tax Considerations The following is a summary of material U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of our series A shares or ADSs by a U.S. Holder (as defined below). This summary is based on provisions of the Internal Revenue Code of 1986, as amended (“Code”), and regulations, rulings and judicial interpretations thereof, in force as of the date thereof, and the Convention Between the Government of the United States of America and the Government of the United Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income dated September 18, 1992 (as amended by any subsequent protocols) (“U.S.-Mexico Tax Treaty”). Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of series A shares or ADSs. In particular, this summary is directed only to U.S. Holders that hold series A shares or ADSs as capital assets and does not address tax consequences to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, life insurance companies, tax exempt entities, entities or arrangements that are treated as partnerships for U.S. federal income tax purposes (or partners therein), holders that own or are treated as owning 10% or more of our stock by vote or value, persons holding series A shares or ADSs as part of a hedging or conversion transaction or a straddle, or persons whose functional currency is not the U.S. Dollar. Moreover, this summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of series A shares or ADSs. For purposes of this summary, a “U.S. Holder” is a beneficial owner of series A shares or ADSs that is (1) (a) a citizen or resident of the United States, (b) a U.S. domestic corporation or (c) otherwise subject to U.S. federal income taxation on a net income basis in respect of such series A shares or ADSs and (2) fully eligible for benefits under the U.S.-Mexico Tax Treaty. You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the series A shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws. ADSs In general, if you are a U.S. Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying series A shares that are represented by those ADSs. 209
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Table of Contents Taxation of Dividends Subject to the discussion below under “—Passive Foreign Investment Company Status,” the gross amount of any distribution of cash or property with respect to our series A shares or ADSs (including any amount withheld in respect of Mexican withholding taxes) that is paid out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) will generally be includible in your taxable income as ordinary dividend income on the day on which you receive the dividend, in the case of series A shares, or the date the depositary receives the dividends, in the case of ADSs, and will not be eligible for the dividends-received deduction allowed to corporations under the Code. We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes. If you are a U.S. Holder, dividends paid in a currency other than U.S. Dollars generally will be includible in your income in a U.S. Dollar amount calculated by reference to the exchange rate in effect on the day you receive the dividends, in the case of series A shares, or the date the depositary receives the dividends, in the case of series A shares represented by ADSs. Any gain or loss on a subsequent sale, conversion or other disposition of such non-U.S. currency by such U.S. Holder generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States. A U.S. Holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received as a dividend on the series A shares. The U.S. Dollar amount of “qualified dividends” received by an individual with respect to the series A shares or ADSs will be subject to taxation at a preferential rate. Subject to certain exceptions for short-term positions, dividends paid on the series A shares or ADSs will be treated as qualified dividends if: • the series A shares or ADSs are readily tradable on an established securities market in the United States, or we are eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and • we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (a “PFIC”). The ADSs are listed on the NYSE, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. In addition, the U.S. Treasury has determined that the U.S.-Mexico Tax Treaty meets the requirements for reduced rates of taxation, and we believe we are eligible for the benefits of the U.S.-Mexico Tax Treaty. Based on our financial statements and our current expectations regarding the value and nature of our assets and the sources and nature of our income, we do not believe that we were a PFIC for our 2025 or 2024 taxable years, and we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances. Subject to generally applicable limitations and conditions, Mexican withholding tax on dividends paid at the appropriate rate applicable to the U.S. Holder may be eligible for a credit against such U.S. Holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021, and any Mexican tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. Holder. In the case of a U.S. Holder that is either (i) eligible for, and properly elects, the benefits of the U.S.-Mexico Tax Treaty, or (ii) consistently elects to apply a modified version of these rules under temporary guidance issued in 2023 and complies with specific requirements set forth in such guidance, the Mexican tax on dividends will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Mexican tax on dividends is uncertain, and we have not determined whether these requirements have been met. If the Mexican tax on dividends is not a creditable tax for a U.S. Holder or the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. Holder may be able to deduct the Mexican tax in computing such U.S. Holder’s taxable income for U.S. federal income tax purposes. Dividend distributions with respect to our series A shares or ADSs will constitute income from sources without the United States and, for U.S. Holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes. 210
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Table of Contents The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. Holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular situations. U.S. Holders that receive distributions of additional series A shares or ADSs or rights to subscribe for series A shares or ADSs as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax in respect of the distributions, unless any holder of our shares or ADSs has the right to receive cash or property instead, in which case the U.S. Holder will generally be treated as if it received cash equal to the fair market value of the distribution. Taxation of Dispositions of series A shares or ADSs Subject to the discussion below under “—Passive Foreign Investment Company Status,” upon a sale, exchange or other disposition of the series A shares or ADSs, U.S. Holders will realize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. Dollar value of the amount realized on the disposition and the U.S. Holder’s tax basis, determined in U.S. Dollars, in the series A shares or ADSs. Such gain or loss generally will be long-term capital gain or loss if the ADS or series A shares have been held for more than one year. Long-term capital gain realized by a U.S. Holder that is an individual generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations. A U.S. Holder generally will not be entitled to credit any Mexican or Argentine tax imposed on the sale or other disposition of the series A shares or ADSs against such U.S. Holder’s U.S. federal income tax liability, except in the case of a U.S. Holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under temporary guidance issued in 2023 and complies with the specific requirements set forth in such guidance. Additionally, capital gain or loss recognized by a U.S. Holder on the sale or other disposition of the series A shares or ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the withholding tax qualifies as a creditable tax for U.S. foreign tax credit purposes, a U.S. Holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Mexican or Argentine tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the series A shares or ADSs even if the U.S. Holder has elected to claim a foreign tax credit for other taxes in the same year. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale or other disposition of the series A shares or ADSs and any Mexican or Argentine tax imposed on such sale or disposition. If a U.S. Holder sells or otherwise disposes of our series A shares or ADSs in exchange for currency other than U.S. Dollars, the amount realized generally will be the U.S. Dollar value of the currency received at the spot rate on the date of sale or other disposition (or, if the shares are traded on an established securities market at such time, in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the spot exchange rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. Dollar value of the amount received based on the spot exchange rates in effect on the date of the sale or other disposition and the settlement date. A U.S. Holder will generally have a tax basis in the currency received equal to the U.S. Dollar value of the currency received at the spot rate on the settlement date. Any currency gain or loss realized on the settlement date or the subsequent sale, conversion, or other disposition of the non-U.S. currency received for a different U.S. Dollar amount generally will be U.S.-source ordinary income or loss, and will not be eligible for the reduced tax rate applicable to long-term capital gains. If an accrual basis U.S. Holder makes the election described in the first sentence of this paragraph, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A U.S. Holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received in a sale or other disposition of the series A shares or ADSs. 211
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Table of Contents Deposits and withdrawals of series A shares by U.S. Holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes. Passive Foreign Investment Company Status Special U.S. tax rules apply to investors in companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if, taking into account our proportionate share of the income and assets of our subsidiaries under applicable “look-through” rules, either • 75% or more of our gross income for the taxable year is passive income; or • the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50%. For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income. Based on our financial statements and our current expectations regarding the value and nature of our assets and the sources and nature of our income, we do not believe that we were a PFIC for our 2025 or 2024 taxable years, and we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. However, the determination whether we are a PFIC must be made annually based on the facts and circumstances at that time. Accordingly, we cannot be certain that we will not be a PFIC for the current year or future years. If we are classified as a PFIC, you will generally be subject to a special tax at ordinary income tax rates on “excess distributions” (generally, any distributions that you receive in a taxable year that are greater than 125% of the average annual distributions that you have received in the preceding three taxable years, or your holding period, if shorter), and gains that you recognize on the disposition of your series A shares or ADSs. Under these rules (a) the excess distributions or gains will be allocated ratably over your holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. Classification as a PFIC may also have other adverse tax consequences, including, in the case of individuals, the denial of a step-up in the basis of your series A shares or ADSs at death. If you are a U.S. Holder that owns an equity interest in a PFIC, you generally must annually file IRS Form 8621, and may be required to file other IRS forms. A failure to file one or more of these forms as required may toll the running of the statute of limitations in respect of each of your taxable years for which such form is required to be filed. As a result, the taxable years with respect to which you fail to file the form may remain open to assessment by the IRS indefinitely, until the form is filed. You should consult your own tax advisor regarding the U.S. federal income tax considerations discussed above and the consequences to you if we are treated as a PFIC. Foreign Financial Asset Reporting. Individual U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year, or US$75,000 at any time during the taxable year, are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in “specified foreign financial assets” based on objective criteria. U.S. Holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances. 212
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Table of Contents Backup Withholding and Information Reporting Dividends paid on, and proceeds from the sale or other disposition of, the series A shares or ADSs to a U.S. Holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner. A holder that is not a “United States person” (as defined in the Code) may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding. Argentine Tax Considerations The Argentine Income Tax Law (“ITL”) imposes a capital gain tax on the sale, transfer or any other act of disposition by non-Argentine tax residents of shares or other type of participations in foreign entities, trust, or other similar structures when the following two conditions are simultaneously met: (i) 30% or more of the market value of the shares, stakes, quotas, securities, or other kind of participations that the seller holds in the foreign entity is, at the time of the sale or at any time during the 12 months prior to the sale, attributable to assets located in Argentina owned directly or indirectly by the foreign entity, and (ii) the participation being transferred represents (at the time of the sale or transfer or during the 12 prior months) at least 10% of the equity of the foreign entity. For purposes of calculating this 10% threshold, Argentine regulations provide that, in certain cases, shares sold by entities controlled by or related to the seller, by the seller’s spouse, domestic partner (conviviente) and/or certain relatives must also be taken into account). The applicable tax rate would generally be 15% (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price to the extent, in both cases, the seller does not reside in non-cooperative jurisdictions, or the invested funds do not come from non- cooperative jurisdictions) of the proportional value that corresponds to the Argentine assets. When the buyer is not an Argentine tax resident, the payment of the tax rests with the foreign beneficiary through their local representative. This tax on indirect transfers only applies to participations in foreign entities acquired after the effective date of the tax reform, in force from January 1, 2018. Additionally, this indirect capital gains tax shall not apply if the transfer is made within the same economic group under the terms established by the regulatory decree of the ITL. Since our Argentine assets currently represent more than 30% of the market value of our total assets on a consolidated basis, a holder that sells or transfers our common shares, acquired after January 1, 2018, could be subject to the Argentine indirect capital gains tax to the extent the mentioned requisites are met. Argentine holders are encouraged to consult a tax advisor as to the Argentine tax consequences derived from the holding of, and any transactions relating to, the ADSs and series A shares. DOCUMENTS ON DISPLAY Any SEC filings we make are available to the public over the Internet at the SEC’s website: www.sec.gov. ANNUAL REPORT TO SECURITY HOLDERS Not applicable. 213
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Table of Contents ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our activities are exposed to market risk, including the exchange rate risk, the interest rate risk and the price risk. Financial risks are those derived from financial instruments we are exposed to during or at the closing of each fiscal year. Risk management systems and policies are reviewed on a regular basis to reflect changes in market conditions and our activities, with a focus not placed on the individual risks of the business units’ operations, but with a wider perspective focused on monitoring risks affecting the whole portfolio. Financial risk management is controlled by the Financial Department, which identifies, evaluates and covers financial risks. Our risk management strategy seeks to achieve a balance between profitability targets and risk exposure levels. For further information on our market risks, please see Note 17.6.1.1 to our Audited Financial Statements. ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES American Depositary Shares The Bank of New York Mellon is the depositary of the ADS program. Each ADS represents one series A share (or a right to receive one series A share) deposited with Banco S3 Caceis México, S.A., Institución de Banca Múltiple, as custodian for the depositary in Mexico. The depositary’s office at which the ADSs will be administered, and its principal executive office are located at 240 Greenwich Street, New York, New York 10286. ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings, and preemptive rights may be unavailable to non-Mexican holders of ADSs. Mexican law governs shareholder rights. The depositary will be the holder of the series A shares underlying the ADSs. Registered holders of ADSs, have ADS holder rights. A deposit agreement among us, the depositary, ADS holders, and all other persons indirectly holding or beneficially owning ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. To exercise any shareholder rights directly, ADSs holders need to surrender their ADSs to become a direct shareholder. Depositary Fees and Expenses Persons depositing or withdrawing shares or ADS holders must pay: For: US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates US$0.05 (or less) per ADS Any cash distribution to ADS holders A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders US$0.05 (or less) per ADS per calendar year Depositary services Registration or transfer fees Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares Expenses of the depositary Cable and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. Dollars Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes As necessary 214
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Table of Contents Persons depositing or withdrawing shares or ADS holders must pay: For: Any charges incurred by the depositary or its agents for servicing the deposited securities As necessary The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. For the year ended December 31, 2025, the depositary reimbursed us a gross amount of US$50,000 in connection with the ADS program. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions. The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request. You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. We, the depositary bank and the custodian may withhold or deduct from any distribution the taxes and governmental charges payable by holders and the depositary may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you. ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None. 215
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Table of Contents ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS None. ITEM 15. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2025. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, we, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that as of December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report On Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer, and monitored by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with IFRS Accounting Standards as issued by the IASB, and it includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions, dispositions of our assets, and treasury policies; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards, and that receipts and expenditures are being made only in accordance with authorization of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, effective control over financial reporting cannot, and does not, provide absolute assurance of achieving our control objectives. Also, projection of any evaluation of the effectiveness of the internal controls to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. As of the year ended December 31, 2025, our management conducted an assessment of the effectiveness of our internal control over financial reporting in accordance with the criteria established in the publication “Internal Control – Integrated Framework (2013),” issued by the Committee of the Sponsoring Organizations of the Treadway Commission, as well as the rules set by the SEC in its Final Rule “Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports.” Vista LACH became part of our consolidated subsidiaries as of April 15, 2025 because of its acquisition. As permitted by the SEC Staff interpretive guidance for newly acquired businesses, our management excluded Vista LACH from the evaluation of internal control over financial reporting as of December 31, 2025. Vista LACH represents 29% and 70% of our total and net consolidated assets, respectively, and 27% and 21% of our total consolidated revenues and net income, respectively, as reported in our Consolidated Financial Statements as of and for the year ended December 31, 2025. 216
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Table of Contents Vista LACH will be included in the scope of the internal control model for financial reporting in 2026 and its processes and controls will be included and certified in 2026. Based on the assessment performed, management concluded that our internal control over financial reporting was effective as of the end of the period covered by this annual report. Attestation report of the registered public accounting firm Reference is made to the report of EY Argentina (as defined below) on page F-2 of this annual report. Changes in internal control over financial reporting There was no change in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. During 2025, the Company completed the sixth year of implementation of specific standards for the SOX and performed a management assessment over internal control. ITEM 16. RESERVED ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Directors of Vista has determined that Pierre Jean Sivignon is the Audit Committee financial expert. We believe that Mr. Sivignon possesses the attributes of an Audit Committee financial expert set forth in the instructions to Item 16A of Form 20-F. Under Argentine law and Rule 10A-3 Mr. Sivignon is an independent director. See “Item 6—Directors, Senior Management and Employees—Board of Directors.” ITEM 16B. CODE OF ETHICS We have adopted a code of ethics and conduct (“Code of Ethics and Conduct”) that applies to all Vista officers and employees, as well as to third parties, including contractors, suppliers and business partners, that interact with Vista. The Code of Ethics and Conduct is available on our website at: www.vistaenergy.com. We did not modify or amend our Code of Ethics and Conduct during the year ended December 31, 2025, nor did we grant any waivers thereunder during such period. Our Code of Ethics and Conduct sets forth the principles and standards that govern the manner in which we conduct our businesses. It is designed to promote compliance with applicable laws and regulations, foster mutual respect in the workplace, and ensure that we act with integrity and transparency in the market. Our Code of Ethics and Conduct expressly sets forth, among other matters, that no person shall, on behalf of Vista, directly or indirectly, including through third parties, offer or provide anything of value to a public officer, or to their representatives, for the purpose of obtaining or maintaining a business, influencing business decisions, or receiving any improper or unfair advantage. Additionally, Vista’s commitment to ethical business conduct includes the obligation to maintain accurate and complete accounting books, financial statements and accounting records. Our accounting records, including our financial statements, management reports, contracts and agreements, must accurately and fairly reflect our economic activities and transactions, in accordance with applicable accounting standards and the laws governing Vista. All of Vista’s transactions, regardless of their amount, must be properly authorized, executed and recorded. In the event of a violation of the Code of Ethics and Conduct, the Company shall take appropriate disciplinary measures. Contractors, suppliers, and other business partners are required, as a condition for onboarding and registration in Vista’s systems, to adhere to the Integrity Policy for Contractors and Suppliers, which is aligned with our Code of Ethics and Conduct and establishes the ethical principles applicable to third parties performing activities on behalf of the Company. 217
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Table of Contents Moreover, Vista provides a confidential, secure and accessible reporting channel to employees and third parties (the “Ethics Line”). The Ethics Line is operated by an independent third-party provider and allows reports to be submitted anonymously. All reports received through the Ethics Line are reviewed and assessed by the Ethics Committee, which is composed by the members of the Executive Team and the General Counsel, in accordance with the Company’s Procedure for Code Violations. Vista strictly prohibits any form of retaliation against individuals who report concerns in good faith. ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit and Non-Audit Fees Our independent registered public accounting firm is Pistrelli, Henry Martin y Asociados S.A. (successor of Pistrelli, Henry Martin y Asociados S.R.L.) (member of Ernst & Young Global Limited) (“EY Argentina”), beginning with the audit of the year ended December 31, 2023. The following table provides details in respect of audit, audit related, and tax fees billed by the independent registered public accounting firm and other member firms of Ernst & Young Global Limited involved in the PCAOB audit (collectively, “EY”) for professional services: 2025 2024 (in thousands of US$) Audit fees 1,544 1,249 Audit- related fees 27 17 Tax fees 249 298 Total fees 1,820 1,564 Audit Fees. Audit fees in the above table are the aggregate fees rendered by EY in connection with the audit of our annual financial statements and the review of our quarterly financial information and services that are normally provided in connection with statutory and regulatory filings. Audit-related Fees. Audit-related fees in the above table are the aggregate fees billed by EY for assurance and other services related to the performance of the audit. Tax Fees. Tax fees in the above table are fees billed by EY for allowed tax compliance, tax advice and tax planning. The policy of our audit committee is to pre-approve all audit and non-audit services provided by EY, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit. ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not applicable. ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Period Total Number ofShares Purchased Average PricePaid perShare Total Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs Maximum ApproximateDollar Value of Shares thatMay Yet Be PurchasedUnder the Plans or Programs January 2025 — — — — February 2025 — — — — March 2025 — — — — 218
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Table of Contents April 2025 — — — — May 2025 — — — — June 2025 — — — — July 2025 — — — — August 2025 (from 8/8 to 8/27) (1) 1,213,371 41.21 1,213,371 $ 0 September 2025 — — — — October 2025 — — — — November 2025 — — — — December 2025 — — — — (1) On April 9, 2025, at the Annual Ordinary General Shareholders’ Meeting, the Company’s shareholders approved a US$50 million share repurchase reserve to acquire the Company’s own shares. As of December 31, 2025, the share repurchase reserve had been executed in full. ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT Not applicable. ITEM 16G. CORPORATE GOVERNANCE Corporate Governance Practices Companies listed on the NYSE must comply with the corporate governance standards provided under Section 303A of the NYSE Listed Company Manual. As a foreign private issuer, we are permitted to follow home country practices in lieu of Section 303A, except that we are required to comply with Sections 303A.06, 303A.11 and 303A.12(b) and (c) of the NYSE Listed Company Manual. Under Section 303A.06, we must have an audit committee that meets the independence requirements of Rule 10A-3 under the Exchange Act. Under Section 303A.11, we must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listing standards. Finally, under Section 303A.12(b) and (c), we must promptly notify the NYSE in writing after becoming aware of any non-compliance with any applicable provisions of this Section 303A and must annually make a written affirmation to the NYSE. The table below briefly describes the significant differences between our Mexican corporate governance rules and the NYSE corporate governance rules. Section NYSE Corporate Governance Rules Mexican Corporate Governance Rules 303A.01 A listed company must have a majority of independent directors. “Controlled companies” are not required to comply with this requirement. A listed company must have at least 25% of independent directors. All listed companies must comply with this requirement. 303A.02 No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required, on a case-by-case basis, to express an opinion with regard to the independence or lack of independence, of each individual director. The shareholder’s meeting of a listed company in which a director is appointed or ratified, or where such appointment or ratification is informed, must affirmatively determine whether such director qualifies as independent. Under the Mexican Securities Market Law (i) shareholders that individually or as a group control the listed company, (ii) officers, employees or examiners of the listed company or its affiliates; (iii) individuals with significant influence or command authority (as defined below) over the listed company or its affiliates, among other persons, cannot be appointed as independent directors. There is test with respect to independence from the management as such. 303A.03 The non-management directors of a listed company must meet at regularly scheduled executive sessions without management. There is no such requirement. 219
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Table of Contents Section NYSE Corporate Governance Rules Mexican Corporate Governance Rules 303A.04 A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement. A listed company must have a corporate governance committee with at least three members appointed by the board of directors and which members must all be independent. The corporate governance committee of a listed company that is controlled by a person or group maintaining 50% or more of its outstanding capital stock may be formed by a majority of independent members. 303A.05 A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement. There is no such requirement. 303A.06 A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, with a written charter that covers certain minimum specified duties. A listed company must have an audit committee with at least three members appointed by the board of directors and which members must all be independent. The minimum duties of this committee are set forth in the Mexican Securities Market Law, which include, among other things, supervising external auditors, discuss yearly financial statements and, when applicable, recommend their approval, informing the board of directors of existing internal controls and irregularities that it encounters, investigate breaches of operating policies internal control and internal audit systems and supervise the activities of the chief executive officer. As a foreign private issuer, we are required to comply with Section 303A.06, other than the requirement to have a minimum of three members on our audit committee. 303A.08 Shareholders must be given the opportunity to vote on all equity- compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules. Stock options plans for employees and pensions plans of a listed company and its affiliates, and similar structures, must be approved by the shareholders’ meeting of the listed company. Such plan must provide for a general and equivalent treatment to all employees in similar situations. 303A.09 A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects. The by-laws of a listed company must comply with the corporate governance provided for in the Mexican Securities Market Law. 303A.10 A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. A company listed in the Mexican Stock Exchange must adopt the code of ethics issued by the board of directors of such exchange and represent its knowledge of the best corporate practices code. 303A.12 (a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. There is no such requirement. (b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A. There is no such requirement. (c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE. The secretary of the board of directors of a company listed in the Mexican Stock Exchange must disclose, at least once a year, the obligations, liabilities and recommendations resulting from the code of ethics, the best corporate practices code and the rules issued by the Mexican Stock Exchange to the directors of a listed company. As a foreign private issuer, we are required to comply with Section 303A.12. ITEM 16H. MINE SAFETY DISCLOSURE Not applicable. ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 220
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Table of Contents ITEM 16J. INSIDER TRADING POLICIES We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of Vista’s securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. The latest update to these policies was made on January 14, 2026. For further information on our insider trading policy, please refer to Exhibit 11.1 to this annual report. ITEM 16K. CYBERSECURITY Risk Management and Strategy Our risk management framework includes regular assessments and updates to our cybersecurity policies, aligning them closely with industry best practices and emerging threats. We emphasize a proactive approach, integrating cybersecurity considerations into our strategic planning and operational processes. This ensures that potential risks are identified and mitigated before they can impact our operations. Additionally, our strategy is structured, as described below, according to the categories of the NIST Cybersecurity Framework, providing a solid and standardized foundation for our cybersecurity practices and reinforce a Zero Trust architecture. Govern • Cybersecurity processes are overseen by our Cybersecurity team, which reports to the Innovation and Technology Manager, who in turn reports to the CTO. • The Cybersecurity team provides quarterly reports to the Cybersecurity Internal Committee, which oversees and sponsors the cybersecurity strategy. This committee has received fundamental cybersecurity training from a top-tier third-party consultant. Our CTO, who chairs the committee, provides quarterly updates to the Corporate Practices Committee of the Board of Directors. • As part of our management process, the committee receives quarterly reports on the following key performance indicators: • NIST Maturity Score; • Number of critical incidents that occurred during the period; • Number of non-critical incidents that occurred during the period; • Number of critical risk scenarios identified with a level 1 post-mitigation rating (highest impact and probability of occurrence); • Percentage of employees who completed mandatory cybersecurity training; and • Average results of controlled phishing exercises. 221 Table of Contents • The Company’s cybersecurity and information security strategy is based on comprehensive risk assessment, mitigation, and resilience readiness. This is achieved through a threat intelligence-driven approach, application controls, and reinforced ransomware defense mechanisms. The framework follows several international standards, including NIST Special Publication 800-53 for general IT controls, CISA’s Zero Trust Maturity Model Version 2.0, ISA/IEC standards for industrial automation, the NIST Cybersecurity Framework for evaluating overall readiness, and the SEC SOX guidelines for assessing internal controls. • We have implemented Cybersecurity Policy and Standards, which serve as a comprehensive framework for our cybersecurity rules, technical standards, and procedures. This document is aligned with our corporate operating management system and establishes guidelines for developing, implementing, and enhancing procedures to protect information from unauthorized access and misuse, ensure the availability of critical systems, and maintain data protection and integrity. This policy is the cornerstone of our information security management system and an integral part of our cybersecurity governance framework. Identify • We maintain a comprehensive process for assessing, identifying, and managing material risks from cybersecurity threats, including risks related to business operations disruption, financial reporting systems, intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy laws, litigation and legal risks, and reputational risks. • Risk assessments are conducted on an ongoing basis. The likelihood and impact of each risk are determined using a qualitative risk assessment methodology. Risks are identified from various sources, including vulnerability scans and penetration tests. We monitor our infrastructure and applications to detect evolving cyber threats and possible intrusions. The assessment results are reported quarterly to Company management through our cybersecurity risk matrix in accordance with the established cybersecurity governance model. • Third-party risk management is integral to our approach, involving rigorous due diligence and continuous monitoring of our vendors and partners to ensure alignment with our cybersecurity standards. Protect
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• This function is built on advanced security technologies and is managed by a team of experts with significant experience in cybersecurity best practices. • The Company employs comprehensive policies, software, training programs, and hardware solutions to safeguard and monitor its environment. These measures include multifactor authentication for all critical systems, firewalls, intrusion detection and prevention systems, and vulnerability and identity management systems. • Our platform incorporates a suite of technologies, including encryption, antivirus, multi-factor authentication, firewalls, and patch management. These technologies are designed to protect and maintain the integrity of systems and computers across our organization. • Our Cybersecurity team regularly tests security controls through penetration testing, vulnerability scanning, and attack simulation activities. • The Cybersecurity team conducts annual information security awareness training for all employees, performs internal phishing tests, provides targeted training for employees who click on phishing attempts, mandates security training for new hires, and publishes cybersecurity newsletters to address emerging or urgent security threats. Detect and Respond • We have a Cybersecurity Incident Response Plan that outlines the procedures for handling cybersecurity incidents based on their severity and ensures cross-functional coordination. Additionally, we have established a Cybersecurity Detection and Response team to provide real- time enterprise visibility into cyber incidents. 222 Table of Contents • Our business strategy, operational results, and financial conditions have not been significantly impacted by cybersecurity threats or past incidents. Over the past six fiscal years, we have not experienced any significant information security breaches, whereas expenses incurred from minor breaches have been insignificant. This includes penalties and settlements, of which there have been none. Recover • The Company conducts cybersecurity tabletop and crisis management exercises facilitated by an independent third party to simulate breach and other information security scenarios. The facilitator poses questions to participants and provides insights into typical responses from other companies in similar situations. These exercises help assess and enhance response strategies, improving practices, procedures, and technologies. 223
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Table of Contents ITEM 17. FINANCIAL STATEMENTS Not applicable. ITEM 18. FINANCIAL STATEMENTS Our Audited Financial Statements are included in this annual report beginning on page F-1. ITEM 19. EXHIBITS Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to long-term debt of Vista, none of which, individually, authorizes securities in a total amount that exceeds 10.0% of the total assets of Vista. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the Commission requests. Documents filed as exhibits to this annual report: 1.1 English translation of bylaws (as amended) of the registrant (incorporated by reference to Vista’s registration statement on Form 20-F filed by Vista Energy, S.A.B. de C.V. on April 23, 2024). 2.1 Form of Deposit Agreement among Vista Energy, S.A.B. de C.V. (formerly known as Vista Oil & Gas, S.A.B. de C.V.), The Bank of New York Mellon, as depositary, and the owners and holders from time to time of American Depositary Shares issued thereunder (incorporated by reference to our registration statement on Form F-6 filed with the SEC on July 2, 2019). 2.2 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (included as Exhibit 2.2 of the Form 20-F filed by Vista Energy, S.A.B. de C.V. (formerly known as Vista Oil & Gas, S.A.B. de C.V.), on April 30, 2020 and incorporated by reference herein). 224
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Table of Contents 4.1 English translation of concession agreement regarding the Entre Lomas concession in the Province of Neuquén, dated June 11, 2009, among Petrolera Entre Lomas S.A., APCO Argentina Inc. (Sucursal Argentina) and the Province of Neuquén (incorporated by reference from Vista’s registration statement on Form F-1 filed with the SEC on July 2, 2019). 4.2 English translation of concession agreement regarding the Entre Lomas concession in the Province of Río Negro, dated December 9, 2014, among Petrolera Entre Lomas S.A. and the Province of Río Negro (incorporated by reference from Vista’s registration statement on Form F-1 filed with the SEC on July 2, 2019) (“Entre Lomas Rio Negro Concession Agreement”). 4.3 English translation of concession agreement regarding the Jagüel de los Machos and 25 de Mayo–Medanito SE concessions in the Province of Río Negro, dated December 9, 2014, among Petrobras Argentina S.A. and the Province of Río (incorporated by reference from Vista’s registration statement on Form F-1 filed with the SEC on July 2, 2019) (“Jagüel de los Machos and 25 de Mayo–Medanito SE Concession Agreement”). 4.4 Amended and Restated Long-Term Incentive Plan as approved by the Compensation Committee of the Board of Vista on February 22, 2023 (included as Exhibit 4.8 of the Form 20-F filed by Vista Energy, S.A.B. de C.V. on April 24, 2023 and incorporated by reference herein). 4.5 English translation of concession agreement regarding the Bajada del Palo Oeste and Bajada del Palo Este concessions, dated November 22, 2018, among Vista Oil & Gas Argentina S.A., APCO Oil & Gas S.A.U. and the Province of Neuquén (incorporated by reference to Vista’s registration statement on Form F-1 filed with the SEC on July 2, 2019). 4.6 English translation of the amendment to Entre Lomas Rio Negro Concession Agreement and Jagüel de los Machos and 25 de Mayo–Medanito SE Concession Agreement, dated November 29, 2024, by and between Vista Energy Argentina S.A.U and the Province of Neuquén (included as Exhibit 4.5 of the Form 20-F filed by Vista Energy, S.A.B. de C.V. on April 9, 2025 and incorporated by reference herein). 4.7 English translation of the concession agreement regarding La Amarga Chica concession, dated December 5, 2014, entered into among the Province of Neuquén, Gas y Petróleo del Neuquén S.A., YPF S.A. and YSUR Energía Argentina S.R.L. (50% of which was assigned by YPF S.A. to Petronas E&P Argentina S.A. pursuant to Provincial Decree No. 0772/15 issued by the Province of Neuquén). 4.8 Indenture by and among Vista Argentina, as issuer, The Bank of New York Mellon, as trustee, paying agent, registrar and transfer agent, and Banco Santander Argentina S.A., as Argentine registrar and transfer agent, Argentine paying agent and representative of the trustee in Argentina, relating to the 8.500% senior notes due 2033, dated as of June 10, 2025. 225
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Table of Contents 8.1 List of Subsidiaries. 11.1 Insider Trading Policy. 12.1 Certification of Miguel Galuccio of Vista Energy, S.A.B. de C.V. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2 Certification of Pablo Manuel Vera Pinto of Vista Energy, S.A.B. de C.V. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1 Certification of Miguel Galuccio and Pablo Manuel Vera Pinto pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15.1 Consent Letter dated April 28, 2026, prepared by DeGolyer and MacNaughton. 15.2 Consent Letter dated April 28, 2026, prepared by Pistrelli, Henry Martin y Asociados S.A. (successor of Pistrelli, Henry Martin y Asociados S.R.L.) (member of Ernst & Young Global Limited). 97.1 Policy for the Recovery of Erroneously Awarded Compensation (included as Exhibit 97.1 of the Form 20-F filed by Vista Energy, S.A.B. de C.V. on April 23, 2024 and incorporated by reference herein). 99.1 Reserves Report dated January 26, 2026, prepared by DeGolyer and MacNaughton. 101 Inline Interactive Data File – The instance document does not appear separately because its XBRL tags are embedded within the inline XBRL document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 226
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Table of Contents SIGNATURE The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. Vista Energy, S.A.B. de C.V. By: /s/ Miguel Galuccio Name: Miguel Galuccio Title: Chief Executive Officer By: /s/ Pablo Manuel Vera Pinto Name: Pablo Manuel Vera Pinto Title: Chief Financial Officer Date: April 28, 2026 227
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Table of Contents INDEX TO THE FINANCIAL STATEMENTS Page Consolidated financial statements as of December 31, 2025, and 2024 and for the years ended December 31, 2025, 2024 and 2023 Reports of the Independent Registered Public Accounting Firm F-2 Consolidated statements of profit or loss and other comprehensive income for the years ended December 31, 2025, 2024 and 2023 F-6 Consolidated statements of financial position as of December 31, 2025, and 2024 F-7 Consolidated statements of changes in equity for the years ended December 31, 2025, 2024 and 2023 F-8 Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023 F-11 Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 F-13 Auditor Data Elements December 31, 2025, 2024 and 2023 Auditor Name Pistrelli, Henry Martin y Asociados S.A. (member of Ernst & Young Global Limited) Auditor Location Ciudad de Buenos Aires, Argentina Auditor Firm ID 01449 F-1
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Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Vista Energy, S.A.B. de C.V.: Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Vista Energy, S.A.B. de C.V. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 28, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impact of estimated proved oil and gas reserves on the depreciation of Oil and Gas Properties and Production Wells and Facilities Description of the matter As described in Note 12 to the consolidated financial statements, at December 31, 2025, Oil and Gas Properties and Production Wells and Facilities was $4,771,200 thousand and had an associated depreciation expense for 2025 of $711,478 thousand. As described in Note 3.2.5, depreciation of those assets is calculated using the unit-of-production method based on proved oil and gas reserves, developed and not developed as applicable, based on the estimates certified by independent reserves engineering consultant. Proved oil and gas reserves are those quantities of natural gas, crude oil, and natural gas liquid which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Judgment is required by the independent reserves engineering consultant in estimating oil and gas reserves. The estimation F-2
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Table of Contents of reserves also requires the selection and evaluation of inputs, including historical production and oil price assumptions. Auditing the Company’s depreciation calculation is complex because of the use of the work of the independent reserves engineering consultant. How We Addressed the Matter in our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to calculate the depreciation, including management’s controls over the completeness and accuracy of the inputs described above provided to the independent reserves engineering consultant for use in estimating proved oil and gas reserves. Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the independent reserves engineering consultant and management’s qualified person responsible for overseeing the preparation of the proved oil and gas reserve estimates. In addition, we evaluated the completeness and accuracy of the inputs described above used by the independent reserves engineering consultant in estimating proved oil and gas reserves by agreeing them to source documentation, and we identified and evaluated corroborative and contrary evidence. We also tested the mathematical accuracy of the depreciation calculation, including comparing the proved oil and gas reserves amounts used in the calculation to the certified reserve report prepared by the independent reserves engineering consultant. Evaluation of the fair value measurement of oil and gas assets acquired in the Petronas E&P Argentina S.A. (“PEPASA” currently Vista Energy Lach S.A. “Vista Lach”) business combination Description of the matter During 2025, the Company completed the acquisition of PEPASA resulting in the recognition of oil and gas assets of $2,055,517 thousand. As described in Note 32, the transaction was accounted for as a business combination using the acquisition method, which requires assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The Company applied a discounted cash flow method to estimate the fair value of the oil and gas assets acquired. Significant inputs to the valuation included estimated oil and gas reserves certified by independent reserves engineering consultant, future oil prices and discount rates using a market-based weighted average cost of capital. Auditing the Company’s fair value measurement of the oil and gas assets acquired is complex because of the use of the work of independent reserves engineering consultant in estimating oil and gas reserves and the evaluation of management’s determination of the other inputs described above. How We Addressed the Matter in our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its process to estimate the fair value of the acquired oil and gas assets, including management’s review of the significant assumptions used in the determination of the fair value of the assets. F-3
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Table of Contents To test the estimated fair value of the acquired oil and gas assets, our audit procedures included, among others, evaluating the significant assumptions used and testing the completeness and accuracy of the underlying financial data supporting the significant assumptions. Furthermore, we evaluated the professional qualifications and objectivity of the independent reserves engineering consultant and management’s qualified person responsible for overseeing the preparation of the estimated oil and gas reserves used in the valuation. In addition, we involved our valuation specialists to assist with our evaluation of certain significant assumptions used in the determination of the fair value of the assets. /s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A. Member of Ernst & Young Global Limited We have served as the Company’s auditor since 2023. City of Buenos Aires, Argentina April 28, 2026 F-4
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Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Vista Energy, S.A.B. de C.V. Opinion on Internal Control Over Financial Reporting We have audited Vista Energy, S.A.B. de C.V.’s (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Vista Energy, S.A.B. de C.V. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Vista Energy Lach S.A., which is included in the 2025 consolidated financial statements of the Company and constituted 29% and 70% of total and net assets, respectively, as of December 31, 2025 and 27% and 21% of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Vista Energy Lach S.A. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of Vista Energy, S.A.B. de C.V. as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flow for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated April 28, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A. Member of Ernst & Young Global Limited City of Buenos Aires, Argentina April 28, 2026 F-5
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Consolidated statements of profit or loss and other comprehensive income for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars) Notes Year endedDecember31, 2025 Year endedDecember31, 2024 Year endedDecember31, 2023 Revenue from contracts with customers 5 2,474,197 1,647,768 1,168,774 Cost of sales: Operating costs 6.1 (186,945) (116,526) (94,685) Crude oil stock fluctuation 6.2 1,046 1,720 (2,058) Royalties and others 6.3 (345,349) (243,950) (176,813) Depreciation, depletion and amortization 12/13/14 (738,903) (437,699) (276,430) Other non-cash costs related to the transfer of conventional assets 33.2.8 (29,016) (33,570) (27,539) Gross profit 1,175,030 817,743 591,249 Selling expenses 7 (218,072) (140,334) (68,792) General and administrative expenses 8 (147,709) (108,954) (70,483) Exploration expenses (578) (138) (16) Other operating income 9.1 512,793 54,127 203,812 Other operating expenses 9.2 (32,382) (1,261) 302 Impairment of long- lived assets 3.2.2 (38,252) 4,207 (24,585) Operating profit 1,250,830 625,390 631,487 Income (loss) from investments in associates 18 (5,214) — — Interest income 10.1 10,594 4,535 1,235 Interest expense 10.2 (163,356) (62,499) (21,879) Other financial income (expense) 10.3 (88,183) 23,401 (65,484) Financial income (expense), net (240,945) (34,563) (86,128) Profit before income tax 1,004,671 590,827 545,359 Current income tax (expense) 15 (241,657) (426,288) (16,393) Deferred income tax (expense) benefit 15 (43,951) 312,982 (132,011) Income tax (expense) (285,608) (113,306) (148,404) Profit for the year, net 719,063 477,521 396,955 Other comprehensive income Other comprehensive income that shall not be reclassified to profit (loss) in subsequent years - Profit (loss) from actuarial remeasurement related to employee benefits 23 36 (10,200) 6,565 - Deferred income tax (expense) benefit 15 (13) 3,570 (2,298) Other comprehensive income for the year 23 (6,630) 4,267 Total comprehensive profit for the year 719,086 470,891 401,222 Earnings per share Basic (in US Dollars per share) 11.1 7.015 4.979 4.237 Diluted (in US Dollars per share) 11.2 6.707 4.633 4.000 Notes 1 through 34 are an integral part of these consolidated financial statements F-6
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VISTA ENERGY, S.A.B. DE C.V. Consolidated statements of financial position as of December 31, 2025 and 2024 (Amounts expressed in thousands of US Dollars) Notes As of December 31,2025 As of December 31,2024 Assets Noncurrent assets Property, plant and equipment 12 5,543,032 2,805,983 Goodwill 13 22,576 22,576 Other intangible assets 13 18,485 15,443 Right-of-use assets 14 153,283 105,333 Biological assets 2.4.17 15,855 10,027 Investments in associates 18 54,542 11,906 Trade and other receivables 16 373,026 205,268 Deferred income tax assets 15 36,514 3,565 Total noncurrent assets 6,217,313 3,180,101 Current assets Inventories 19 9,457 6,469 Trade and other receivables 16 347,681 281,495 Cash, bank balances and other short-term investments 20 538,402 764,307 Total current assets 895,540 1,052,271 Total assets 7,112,853 4,232,372 Equity and liabilities Equity Capital stock 21.1 491,165 398,064 Other equity instruments 21.1 32,144 32,144 Legal reserve 21.2 8,233 8,233 Share-based payments (32,765) 45,628 Share repurchase reserve 21.2 179,324 129,324 Other accumulated comprehensive income (losses) (11,034) (11,057) Accumulated profit (losses) 1,844,527 1,018,877 Total equity 2,511,594 1,621,213 Liabilities Noncurrent liabilities Deferred income tax liabilities 15 298,664 64,398 Lease liabilities 14 88,451 37,638 Provisions 22 51,513 33,058 Borrowings 17.1 2,803,982 1,402,343 Employee benefits 23 16,226 15,968 Income tax liability 15 13,964 — Trade and other payables 26 292,236 — Total noncurrent liabilities 3,565,036 1,553,405 Current liabilities Provisions 22 10,800 3,910 Lease liabilities 14 55,452 58,022 Borrowings 17.1 350,095 46,224 Salaries and payroll taxes 24 35,891 32,656 Income tax liability 15 120,910 382,041 Other taxes and royalties 25 43,945 47,715 Trade and other payables 26 419,130 487,186 Total current liabilities 1,036,223 1,057,754 Total liabilities 4,601,259 2,611,159 Total equity and liabilities 7,112,853 4,232,372 Notes 1 through 34 are an integral part of these consolidated financial statements F-7
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Consolidated statement of changes in equity for the year ended December 31, 2025 (Amounts expressed in thousands of US Dollars) Capital stock Other equityinstruments Legalreserve Share-basedpayments Sharerepurchasereserve Otheraccumulatedcomprehensiveincome (losses) Accumulatedprofit(losses) Totalequity Amounts as of December 31, 2024 398,064 32,144 8,233 45,628 129,324 (11,057) 1,018,877 1,621,213 Profit for the year, net — — — — — — 719,063 719,063 Other comprehensive income for the year — — — — — 23 — 23 Total comprehensive income — — — — — 23 719,063 719,086 Ordinary General Shareholders’ meeting on April 9, 2025: Creation of share repurchase reserve (1) — — — — 50,000 — (50,000) — Board of Directors’ Meeting on April 11, 2025: Issuance of Series A shares (2) (3) 299,687 — — — — — — 299,687 Board of Directors’ Meeting on December 3, 2025: Reduction of capital stock (3) (156,587) — — — — — 156,587 — Share repurchase (3) (50,000) — — — — — — (50,000) Share-based payments 1 — — (78,393)(4) — — — (78,392) Amounts as of December 31, 2025 491,165 32,144 8,233 (32,765) 179,324 (11,034) 1,844,527 2,511,594 (1) See Note 21.2. (2) See Note 1.2.2 and 32. (3) See Note 21.1. (4) Including 55,989 of expenses (Note 8). Notes 1 through 34 are an integral part of these consolidated financial statements F-8
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Consolidated statement of changes in equity for the year ended December 31, 2024 (Amounts expressed in thousands of US Dollars) Capital stock Other equityinstruments Legalreserve Share-basedpayments Sharerepurchasereserve Otheraccumulatedcomprehensiveincome (losses) Accumulatedprofit(losses) Totalequity Amounts as of December 31, 2023 517,874 32,144 8,233 42,476 79,324 (4,427) 571,391 1,247,015 Profit for the year, net — — — — — — 477,521 477,521 Other comprehensive income for the year — — — — — (6,630) — (6,630) Total comprehensive income — — — — — (6,630) 477,521 470,891 Ordinary General Shareholders’ meeting on August 6, 2024: Creation of share repurchase reserve (1) — — — — 50,000 — (50,000) — Board of Directors’ meeting on December 5, 2024: Reduction of capital stock (2) (19,965) — — — — — 19,965 — Share repurchase (2) (99,846) — — — — — — (99,846) Share-based payments 1 — — 3,152(3) — — — 3,153 Amounts as of December 31, 2024 398,064 32,144 8,233 45,628 129,324 (11,057) 1,018,877 1,621,213 (1) See Note 21.2. (2) See Note 21.1. (3) Including 34,923 of expenses (Note 8). Notes 1 through 34 are an integral part of these consolidated financial statements F-9
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Consolidated statement of changes in equity for the year ended December 31, 2023 (Amounts expressed in thousands of US Dollars) Capital stock Other equityinstruments Legalreserve Share-basedpayments Sharerepurchasereserve Otheraccumulatedcomprehensiveincome (losses) Accumulatedprofit(losses) Totalequity Amounts as of December 31, 2022 517,873 32,144 2,603 40,744 49,465 (8,694) 209,925 844,060 Profit for the year, net — — — — — — 396,955 396,955 Other comprehensive income for the year — — — — — 4,267 — 4,267 Total comprehensive income — — — — — 4,267 396,955 401,222 Ordinary and Extraordinary General Shareholders’ meeting on April 24, 2023 (1): Creation of legal reserve — — 5,630 — — — (5,630) — Creation of share repurchase reserve — — — — 29,859 — (29,859) — Share-based payments 1 — — 1,732(2) — — — 1,733 Amounts as of December 31, 2023 517,874 32,144 8,233 42,476 79,324 (4,427) 571,391 1,247,015 (1) See Note 21.2. (2) Including 23,133 of expenses (Note 8). Notes 1 through 34 are an integral part of these consolidated financial statements F-10
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars) Notes Year endedDecember 31,2025 Year endedDecember 31,2024 Year endedDecember 31,2023 Cash flows from operating activities: Profit for the year, net 719,063 477,521 396,955 Adjustments to reconcile net cash flows Items related to operating activities: Allowance for expected credit losses 7 44 — — Share-based payments 8 55,989 34,923 23,133 Net increase in provisions 9.2 2,507 1,261 (578) Net changes in foreign exchange rate 10.3 144 453 (18,458) Discount of assets and liabilities at present value 10.3 23,652 (933) (2,137) Discount for well plugging and abandonment 10.3 2,434 1,312 2,387 Income tax expense 15 285,608 113,306 148,404 Other non-cash costs related to the transfer of conventional assets 3.2.8 29,016 33,570 27,539 Employee benefits 23 788 489 300 Items related to investing activities: Impairment of long-lived assets 3.2.2 38,252 (4,207) 24,585 Gain from Business Combination 9.1 (490,530) — — Interest income 10.1 (10,594) (4,535) (1,235) Changes in the fair value of financial assets 10.3 (18,471) (14,120) (19,437) Depreciation and depletion 12/14 730,248 431,788 272,371 Amortization of intangible assets 13 8,655 5,911 4,059 Income (loss) from investment in associates 18 5,214 — — Gain related to the transfer of conventional assets 3.2.8 / 9.1 — — (89,659) Gain from farmout agreement 9.1 — — (24,429) Items related to financing activities: Interest expense 10.2 163,356 62,499 21,879 Amortized cost 10.3 7,880 1,649 1,810 Interest expense on lease liabilities 10.3 3,320 3,093 2,894 Other taxes interest 10.3 55,101 — — Other financial income (expense) 10.3 14,123 (14,855) 26,381 Remeasurement in borrowings 10.3 — — 72,044 Changes in working capital: Trade and other receivables (221,134) (210,622) (81,260) Inventories 6.2 (1,046) (1,720) 2,058 Trade and other payables (39,172) 112,380 61,230 Payments of employee benefits 23 (494) (424) (283) Salaries and payroll taxes (109,852) (16,247) (26,441) Other taxes and royalties (24,660) (23,396) (43,507) Provisions 22.3 (1,600) (751) (1,359) Income tax payment (431,650) (29,319) (67,213) Net cash flows provided by operating activities 796,191 959,026 712,033 F-11
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars) Notes Year endedDecember 31,2025 Year endedDecember 31,2024 Year endedDecember 31,2023 Cash flows from investing activities: Payments for acquisitions of property, plant and equipment and biological assets (1,455,411) (1,052,530) (688,437) Interest received 10.1 10,594 4,535 1,235 Payments for acquisitions of other intangible assets 13 (11,720) (11,328) (7,293) Proceeds from the transfer of conventional assets 3.2.8 5,734 10,734 10,000 Payments for investments in associates 18 (56,706) (3,287) (2,176) Payment for Business Combination, net of cash acquired 32 (841,555) — — Proceeds from farmout agreement 9.1 — — 26,650 Prepayment of leases — — (14,292) Payments for the acquisition of AFBN assets 29.2.6 — — (25,000) Net cash flows (used in) investing activities (2,349,064) (1,051,876) (699,313) Cash flows from financing activities: Proceeds from borrowings 17.2 2,838,173 1,320,897 318,169 Payment of borrowings principal 17.2 (1,173,623) (470,351) (211,499) Payment of borrowings interest 17.2 (148,310) (53,897) (22,993) Payment of borrowings cost 17.2 (17,935) (7,631) (1,779) Payments of other taxes interest 10.3 (22,045) — — Payments of other financial results 10.3 (7,948) 8,680 (25,562) Payment of lease 14 (90,772) (56,641) (36,780) Share repurchase 21.1 (50,000) (99,846) — Net cash flows provided by financing activities 1,327,540 641,211 19,556 Net (decrease) increase in cash and cash equivalents (225,333) 548,361 32,276 Cash and cash equivalents at beginning of year 20 755,610 209,516 241,956 Effect of exposure to changes in the foreign currency rate and other financial results of cash and cash equivalents (4,093) (2,267) (64,716) Net (decrease) increase in cash and cash equivalents (225,333) 548,361 32,276 Cash and cash equivalents at end of year 20 526,184 755,610 209,516 Significant transactions that generated no cash flows Acquisition of Vista Lach through the issuance of Series A shares and an increase in trade and other payables 1.2.2 / 32 506,754 — — Acquisition of property, plant and equipment through increase in trade and other payables 141,181 341,448 152,607 Acquisition of property, plant and equipment through increase in trade and other payables, related to the Farmout Agreement 12 109,538 — — Changes in well plugging and abandonment with an impact in property, plant and equipment 12 / 22.1 5,397 23,325 (930) Disposal for transfer of conventional assets through increase in trade and other receivables 3.2.8 — — (116,071) Notes 1 through 34 are an integral part of these consolidated financial statements F-12
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 1. Group information 1.1 Company general information Vista Energy, S.A.B. de C.V. (“VISTA”, the “Company” or the “Group”), was organized as a variable-capital stock company on March 22, 2017, under the laws of the United Mexican States (“Mexico”). The Company adopted the public corporation or “Sociedad Anónima Bursátil de Capital Variable” (“S.A.B. de C.V.”), on July 28, 2017. The Company made an initial public offering in the New York Stock Exchange (“NYSE”) on July 25, 2019 and started operating under ticker symbol “VIST” as from the following day. It issued additional Series A shares in the Mexican Stock Exchange (“BMV by Spanish acronym) on the same date under ticker symbol “VISTA”. The Company’s corporate purpose is: (i) Acquiring, by any legal means, all kinds of assets, shares, interests in companies, equity interests or interests in all types of companies, either profit-making or nonprofit entities, associations, business corporations, trusts or other entities operating in the energy sector, in Mexico or in another country, or in any other industry; (ii) Participating as a partner, shareholder, or investor in all types of businesses or profit-making or nonprofit entities, associations, trusts, in Mexico or in another country, or of any other nature; (iii) Issuing and placing shares representing its capital stock, either through public or private offerings, in domestic or foreign securities markets; (iv) Issuing and placing warrants, either through public or private offerings, in relation to shares representing their capital stock or other types of securities, in domestic or foreign securities markets; and (v) Issuing or placing negotiable instruments, debt instruments or other guarantees, either through public or private offerings, in domestic or foreign securities markets. As of December 31, 2025, the Company’s main activity, through its subsidiaries, is the exploration and production of Crude oil and Natural gas (“E&P”); and is the owner of the following exploitation concessions: In Argentina In the Neuquén basin: (i) 100% in the conventional exploitation concessions (not operated) as detailed below: - 25 de Mayo - Medanito S.E., located in the Province of Río Negro and maturing in 2036 (Note 28.1.2); - Jagüel de los Machos, located in the Province of Río Negro and maturing in 2035 (Note 28.1.2); - Entre Lomas Neuquén and Entre Lomas Río Negro, maturing in 2026 and 2036, respectively (Note 28.1.2); - Jarilla Quemada (in Agua Amarga area); located in the Province of Río Negro and maturing in 2040; and - Charco del Palenque (in Agua Amarga area) located in the Province of Río Negro and maturing in 2034. These areas are operated by Tango Energy Argentina S.A. (“Tango” formerly known as Petrolera Aconcagua Energía S.A. “Aconcagua”) (Note 3.2.8). (ii) 100% in the unconventional exploitation concessions (operated) as detailed below: - Bajada del Palo Oeste and Bajada del Palo Este, located in the Province of Neuquen, both maturing in 2053; - Aguada Federal and Bandurria Norte, located in the Province of Neuquen, both maturing in 2050. (iii) 84.62% in Coirón Amargo Norte conventional exploitation concession (operated); located in the Province of Neuquen, maturing in 2036. (iv) 90% in Águila Mora unconventional exploitation concession (operated); located in the Province of Neuquen, maturing in 2054. (v) 50% in La Amarga Chica (“LACh”) unconventional exploitation concession (not operated); located in the Province of Neuquen, maturing in 2049. This area is operated by YPF S.A. (“YPF”) (Note 1.2.2, 29.2.5 and 32). F-13
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) In the Northwest basin: (vi) 1.5% in Acambuco conventional exploitation concession (not operated), composed of two exploitation plots “San Pedrito” and “Macueca”, located in the Province of Salta, with maturing in 2036 and 2040, respectively. These areas are operated by Pan American Energy, LLC. Sucursal Argentina (“Pan American”) (Note 34). In Mexico (i) 100% in CS-01 area (operated), located in Tabasco, and maturing in 2047. On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the entire CS-01 area to the Department of Energy (“SENER” by Spanish acronym, which is pending confirmation to the date of issuance of consolidated financial statements. Additionally, as of December 31, 2025, the Company is the owner of the following transportation concessions through its subsidiaries: In Argentina (i) 100% in the federal crude oil transportation concession, which extends from Borde Montuoso oilfield (in Bajada de Palo Oeste area, Province of Neuquén) to La Escondida pumping station, maturing in 2053; (ii) 100% in the Entre Lomas provincial crude oil transportation concession, which extends from the oil pipeline connecting the crude treatment plant located in Charco Bayo oilfield in Entre Lomas area to its interconnection with the crude oil trunk transportation system in La Escondida, both located in the Province of Rio Negro, maturing in 2036 (Note 28.1.2); (iii) 100% interest in the provincial gas transport concession, extending from Compressor Station 11 at the Borde Montuoso field (located in Bajada del Palo Oeste, Province of Neuquén) to the interconnection with the Vaca Muerta Norte gas pipeline in the Tratayén area, Province of Neuquén, with a concession term expiring in 2053; (iv) 100% in the provincial gas transport concession, extending from Aguada Federal area, Province of Neuquén to the interconnection in the vicinity of Cluster 5 within the San Roque concession area, Province of Neuquén, with a concession term expiring in 2050; (v) 100% in the 25 de Mayo-Medanito S.E. provincial crude oil transportation concession, which extends from the oil pipeline connecting the crude treatment plant located in 25 de Mayo-Medanito S.E. area (Río Negro) to its interconnection with the crude oil trunk transportation system in “Medanito”, maturing in 2036 (Note 28.1.2). This concession is operated by Tango (Note 3.2.8); (vi) 100% in the Entre Lomas provincial gas transportation concession, which extends from the gas pipeline connecting the gas treatment plant located in Charco Bayo oilfield in Entre Lomas Area, to its interconnection with the gas trunk transportation system in the Province of Río Negro, maturing in 2036 (Note 28.1.2). This concession is operated by Tango (Note 3.2.8) and; (vii) 100% in the Jarilla Quemada provincial gas transportation concession, which extends from the gas pipeline connecting such oilfield to the Medanito-Mainqué gas pipeline, maturing in 2048. This concession is operated by Tango (Note 3.2.8). For further information, see Note 34. Its main office is located in City of Mexico, Mexico, at Mapfre Tower, Paseo de la Reforma Avenue 243, 18th floor, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, zip code 06500. F-14
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 1.2 Significant transactions for the year 1.2.1 Agreement signed with Trafigura Argentina S.A. (“Trafigura”) related to the joint investment agreements (“farmout agreements I and II”) in Bajada del Palo Oeste area On December 16, 2024, the Company, through its subsidiary Vista Energy Argentina S.A.U. (“Vista Argentina”), agreed to the assignment of Trafigura’s interest in the farmout agreements I and II in its own favor (See Note 29.2.1), effective as from January 1, 2025, at which time the Company holds rights to 100% of the production from the pads subject to the Farmout Agreement. Under the Farmout Agreement, Vista Argentina will pay 128,000 to Trafigura in 48 monthly and consecutive installments through December 2028 (“purchase price”). In addition, Vista Argentina and Trafigura signed a crude oil marketing agreement (“COMA”), which is effective since January 1, 2025, by virtue of which Vista Argentina will sell 10,000 m³ of crude oil per month to Trafigura. The amount payable by Trafigura under the COMA its offset with Vista Argentina’s obligations under the Farmout Agreement. As a consequence of the Farmout Agreement, the Company recognized: (i) an account payable of 107,749 related to the purchase price at fair value; and (ii) a net asset addition of 78,454, including 80,243 in “Property, plant and equipment” under “Production wells and facilities” (Note 12). Finally, the Company recognized “Oil and gas properties” of 29,295 (Note 12). As of December 31, 2025, Vista Argentina had offset an amount of 28,000 against the liability under the Farmout Agreement. 1.2.2 Acquisition of Petronas E&P Argentina S.A. (“PEPASA” currently Vista Energy Lach S.A. “Vista Lach”) On April 15, 2025, the Company, through its subsidiary Vista Argentina, acquired the 100% of the capital stock of PEPASA, which holds a 50% working interest in La Amarga Chica unconventional concession (“LACh”), located in the Province of Neuquén, Argentina, from Petronas Carigali Canada B.V. and Petronas Carigali International E&P B.V. (the “Transaction”). Under the terms of the Transaction, the total consideration amounted to 1,406,441, broken down as follows: (i) 899,687 paid in cash on the Transaction date; (ii) 299,687 paid through the transfer of 7,297,507 American Depositary Shares representing an identical number of Vista’s Series A shares (“ADSs”) which are subject to lock-up restrictions, and (iii) a liability assumed with a nominal value of 300,000, to be settled in cash, with 50% due on April 15, 2029, and the remainder 50% due on April 15, 2030, without accruing interest (“liability assumed”). As of the Transaction date, the present value of the assumed liability amounts to 207,067. For further information see Note 32. Note 2. Basis of preparation and material accounting policies 2.1 Basis of preparation and presentation The accompanying consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023, were prepared in accordance with the IFRS Accounting Standards (“International Financial Reporting Standards”) issued by the International Accounting Standards Board (“IASB”). They were prepared on a historical cost basis, except for certain financial assets and liabilities that were measured at fair value. The figures contained herein are stated in US Dollars (“USD”) and are rounded to the nearest thousand, unless otherwise stated. These consolidated financial statements were approved by management for inclusion in the Company’s annual report on Form 20-F on April 28, 2026, and the subsequent events through that date are considered (Note 34). F-15
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 2.2 New accounting standards, amendments and interpretations issued by the IASB 2.2.1 New effective accounting standards, amendments and interpretations issued by the IASB adopted by the Company Amendments to IAS 21: The effects of Changes in Foreign Exchange rates – Lack of Exchangeability In August 2023, the IASB issued amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates to clarify when entities are required to assess if a currency is exchangeable into another currency, and how to determine the exchange rate when a currency is not exchangeable. The amendments also require that information be disclosed so that the users of the financial statements may assess how the lack of exchangeability affects profit and financial position, and cash flows. The amendments will become effective for annual periods beginning on or after January 1, 2025. Early adoption is allowed, but comparative information cannot be restated. These amendments had not impact on the Company’s consolidated financial statements, since they are governed by a convertible currency. 2.2.2 New accounting standards, amendments and interpretations issued by the IASB not yet effective IFRS 18: Presentation and Disclosure in Financial Statements On April 9, 2024, the IASB issued “IFRS 18 - Presentation and Disclosure in Financial Statements”, amending “IAS 1 - Presentation of Financial Statements” to introduce new requirements for the presentation and disclosure of information in financial statements and the related explanatory notes, as well as the requirement to disclose Management-defined performance measures. Among others, IFRS 18 requires companies to classify revenue and expenses of “Statement of profit and other comprehensive income” in the following categories: (i) operating: (ii) investing; (iii) financing; (iv) income tax, and (v) discontinued transactions. It also sets forth the requirement to file subtotals and totals for: (i) operating profit or loss; (ii) profit or loss before financing and income tax, and (iii) profit or loss for the period. In addition, it requires that companies disclose Management-defined Performance Measures (“MPM”) in a note to the financial statements, explaining the calculation method, and reconciliation with the financial information filed, among others. Finally, limited-scope amendments were made to the following standards: (i) IAS 7 - Statement of Cash Flows; (ii) IAS 8- Accounting Policies, Changes in Accounting Estimates and Errors, and (iii) IAS 34- Interim Financial Reporting. The amendments will become effective for annual periods beginning on or after January 1, 2027. Early adoption is allowed and must be applied retrospectively. The Company is assessing the impact of IFRS 18 on its consolidated financial statements. 2.3 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. 2.3.1 Subsidiaries Subsidiaries are all entities over which the Company has control, which occurs if and only if the Company has all the following: (i) Power over the entity; (ii) Exposure or rights to variable returns from its involvement with the entity; and (iii) The ability use its power over the entity to affect the amount of the investor’s returns. F-16
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The Company reassesses whether it controls a subsidiary, if facts or circumstances indicate that there are changes to 1 or more of the 3 elements of control mentioned above. When the Company does not have a majority of the voting rights of an investee, it has power over the latter when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company assesses all facts and circumstances to determine whether voting rights are sufficient to give it power over an entity, including: (i) The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; (ii) potential voting rights held by the Company, other vote holders or other parties; (iii) rights arising from other contractual arrangements; and (iv) any additional facts and circumstances that indicate the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meeting. Relevant activities are those that most significantly affect the subsidiary’s performance, such as the ability to approve an operating and capital budget and the power to appoint Management personnel, among others. Subsidiaries are consolidated from the date the Company obtains control over them and ceases when such control ends. Specifically, profit and expenses of a subsidiary acquired or disposed of during the year are included in the statements of profit or loss and other comprehensive income as from the date in which the Company obtains control until it assigns or loses such control. Intercompany transactions, balances and income or losses are deleted. The subsidiaries’ financial statements are adjusted when needed to align their accounting policies to the Company’s accounting policies. Below are the Company’s main subsidiaries: Subsidiary name Equity interest Place of business Main activity December 31,2025 December 31,2024 December 31,2023 Vista Energy Holding I, S.A. de C.V. (“Vista Holding I”) 100% 100% 100% Mexico Holding company Vista Energy Holding II, S.A. de C.V. (“Vista Holding II”) 100% 100% 100% Mexico Exploration and production (1) VX Ventures Asociación en Participación (“VX Ventures AenP”) 100% 100% 100% Mexico Holding company Vista Argentina (2) 100% 100% 100% Argentina Exploration and production (1) Aluvional S.A. (“Aluvional”) 100% 100% 100% Argentina Mining and industry Aleph Midstream S.A. (“Aleph”) (2) — 100% 100% Argentina Services (3) AFBN S.R.L. (“AFBN”) (2) — 100% 100% Argentina Exploration and production (1) Vista Energy International S.A. (“VEISA”) 100% — — Uruguay Trader Vista Lach (4) 100% — — Argentina Exploration and production (1) (1) Its refers to the exploration and production of Natural gas and Crude oil. (2) Since January 1, 2025 Aleph and AFBN were merged with Vista Argentina. (3) Including operations related to the capture, treatment, transport and distribution of hydrocarbons and derivatives. (4) See Note 1.2.2 and 32. F-17
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) For further information, see Note 34. 2.3.2 Changes in interests Changes in the Company’s working interests in its subsidiaries that do not result in a change in control of the subsidiary are accounted for as equity transactions. The carrying amount of the Company’s interests is adjusted to reflect the changes in interests in the subsidiaries. When the Company ceases to consolidate or book a subsidiary for loss of control, joint control or significant influence, any retained working interest in the entity is remeasured at fair value with the change in the carrying amount recognized in the statements of profit or loss and other comprehensive income. This fair value becomes the initial carrying amount for the purposes of subsequently booking retained interest as the associate, joint venture or financial asset. In addition, any amount previously recognized in other comprehensive income in relation to such entity is booked as if the Company had directly disposed of the related assets or liabilities. This may mean that the amounts previously recognized in other comprehensive income are reclassified to profit or loss. If the working interest in a joint venture or associate is reduced, but the entity retains the joint control or significant influence, only a proportion of the previously recognized amounts in other comprehensive income is reclassified to profit or loss. 2.3.3 Joint arrangements According to “IFRS 11-Joint Arrangements”, investments are classified as joint operations or joint venture, depending on contractual rights and obligations. The Company has joint operations but has no joint venture. Joint operations A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control exists only when decisions about the relevant business activities require the unanimous consent of the parties that collectively control the arrangement. When the Company carries out activities under joint operations, recognize in proportion to its interest: (i) Its assets and liabilities held jointly; (ii) Its revenue from the sale of its share of the output of the joint operation; and (iii) Its expenses, including its share of any expenses incurred jointly. The Company books its assets, liabilities, revenues and expenses related to its interest in a joint operation according to the IFRS applicable. They were included in the consolidated financial statements in the related accounts. Interest in joint operations were based on the latest financial statements or financial information available as of every year-end considering significant subsequent events and transactions, and management information available. The financial statements or the financial information of the joint operations are adjusted, if needed, so that the accounting policies are consistent with the Company’s accounting policies. See Notes 1.1 and 29 for further information on the Company’s joint operations. 2.4 Summary of material accounting policies 2.4.1 Segment information The operating segments are reported in a consistent manner with the internal reports provided by the Executive Management Committee (the “Committee” that is considerate the “Chief Operating Decision Maker” or “CODM”). The CODM is the highest decision-making authority, in charge of allocating resources and establishing the performance of the entity’s operating segments and was identified as the body executing the Company’s strategic decisions. F-18
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 2.4.2 Property, plant and equipment, Goodwill and other intangible assets 2.4.2.1 Property, plant and equipment Property, plant and equipment is measured using the cost model, the asset is valued at cost less depreciation and any subsequent accumulated impairment loss. Subsequent costs are included in the carrying amount of the asset or are recognized as a separate asset, as the case may be, only when it is probable that future economic benefits may flow to the Company and the cost of the asset may be measured reliably, otherwise such costs are charged to profit or loss during the reporting period in which they are incurred. Works in progress are booked at cost less any impairment loss, of applicable. Profit and loss from the sale of property, plant and equipment is calculated by comparing the consideration received with the carrying amount of the date in which the transaction was carried out. (i) Depreciation methods and useful lives Estimated useful lives, residual values and the depreciation method are reviewed at every period-end, and changes are recognized prospectively. An asset is impaired when its carrying amount exceeds its recoverable amount. The Company considers climate-related matters, including physical and energy transition risks, and determines if applicable regulations may affect the useful life or residual value of property, plant and equipment; for example, should machines and facilities using fuel fossils be prohibited or restricted, or if additional energy efficiency requirements are introduced (Note 2.4.20). The Company amortizes drilling costs applicable to productive and in development and production facilities, according to the unit of production method (“UDP” by Spanish acronym), applying the proportion of Crude oil and Natural gas produced to prove and develop Crude oil and Natural gas reserves, as the case may be. The mineral properties is amortized applying the proportion of produced Crude oil and Natural gas to total estimated Crude oil and Natural gas proved reserves. The costs of acquiring properties with unproved reserves are valued at cost, and their recoverability is assessed regularly based on geological and engineering estimates of the reserves and resources expected to be proved during the life of each concession and are not depreciated. Capitalized costs related to the acquisition of properties and the extension of concessions with proved reserves were depreciated per field based on a UDP by applying the proportion of produced Crude oil and Natural gas to estimated total proved oil and gas reserves. The Company’s remainder items of property, plant and equipment are depreciated using the straight-line method based on their estimated useful lives, as detailed below: Buildings 50 years Machinery and installations 10 years Equipment and furniture 10 years Vehicles 5 years Computer equipment 3 years Land does not depreciate. F-19
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) (ii) Assets for oil and gas exploration The Company adopts the successful effort method to account for its oil and gas exploration and production activities. This method implies the capitalization of: (i) the cost of acquiring properties in oil and gas exploration and production areas; (ii) the cost of drilling and equipping exploration wells arising from the discovery of commercially recoverable reserves; (iii) the cost of drilling and equipping development wells, located in proved reserves areas; and (iv) estimated well plugging and abandonment obligations. Exploration and evaluation involve the search for hydrocarbon resources, the assessment of its technical viability and the assessment of the commercial feasibility of an identified resource. According to the successful effort method, exploration costs such as geological and geophysical (“G&G”) costs, excluding the costs of exploration wells and 3D seismic testing in operating concessions, are expensed in the period in which they are incurred. These capitalized costs are subject to technical, commercial and administrative review, and a review of impairment indicators at least once a year. When there is sufficient management information indicating impairment, the Company conducts an impairment test according to the policies described in Note 3.2.2. Estimated well plugging and abandonment obligations in hydrocarbon areas, discounted at a risk-adjusted rate, are capitalized in the cost of assets and are amortized using the UDP method. A liability for the estimated value of discounted amounts payable is also recognized. Changes in the measurement of these obligations as a consequence of changes in the estimated term, the cost or discount rate are added to or deducted from the cost of the related asset. (iii) Rights and Concessions Rights and concessions are booked as part of property, plant and equipment and are depleted on the UDP over the total proved reserves of the relevant area. The calculation of the UDP rate for the depreciation of development costs considers expenses incurred to date and authorized future development expenses. 2.4.2.2 Goodwill and Other intangible assets (i) Goodwill Goodwill arises during an initial business combination and represents the excess of the consideration transferred over the fair value of net assets acquired. After initial recognition, goodwill is measured at cost less cumulative impairment losses. To conduct impairment tests, goodwill is allocated as from acquisition date to each cash-generating unit (“CGU”), which represents the lowest level within the Company at which the goodwill is monitored for internal management purposes. Goodwill is tested once a year. When goodwill is allocated to a CGU and part of the transaction within such unit is eliminated, goodwill related to such eliminated transaction is included in the carrying amount of the transaction to determine gain or loss on sale. The Company constantly assesses climate-related risks, including physical and energy transitions risks in measuring the recoverable value of the business credit (Note 2.4.20). (ii) Other intangible assets Other intangible assets acquired separately are measured using the cost model; after initial recognition, the asset is valued at cost less amortization and any subsequent accumulated impairment loss. Other intangible assets are amortized using the straight-line method; software licenses are amortized over their estimated 3 year useful life. The amortization of these assets is recognized in the statements of profit or loss and other comprehensive income. F-20
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The estimated useful life, residual value and amortization method are reviewed at every period-end, and changes are recognized prospectively. 2.4.3 Leases The Company has lease contracts for various items of buildings, facilities and machinery, which are recognized under IFRS 16. The Company recognizes right-of-use assets at the commencement date of the underlying asset is available for use. Right-of-use assets are measured at cost, net of the accumulated depreciation and impairment losses, and are adjusted by the remeasurement of lease liabilities. The cost of assets includes the amount for recognized liabilities, direct costs initially incurred, and payments made until the commencement date. Unless the Company is reasonably certain that it will obtain the ownership of the leased asset at the end of the contract, these assets are depreciated under the straight-line method during the lease term. Right-of-use assets are subject to impairment, as mentioned on the accounting policy, to impairment of long-lived assets other than goodwill (Note 3.2.2). The Company recognizes lease liabilities measured at the present value of the payments to be made during the lease term. These payments include fixed payments, variable payments dependent on an index or rate, and the purchase option and the penalty payments from lease termination. The Company determines the lease term as the noncancellable lease term, together with any period covered by an option to extend the agreement if it is reasonably certain that it will exercise that option. To calculate the present value of lease payments, the Company uses the incremental borrowing rate at the lease contract. After the commencement date, liabilities will be increased to reflect the accretion of interest and will be reduced by the payments made. In addition, the carrying amount of lease liabilities are remeasured if there is an amendment, a change in the lease term, a change in the fixed or in-substance fixed payments or a change in the assessment to buy the underlying asset. The Company applies the exemption to recognize short-term leases (i.e., those leases for a term under 12 months as from the commencement date with no call option). Also, the low-value asset exemption also applies to low-value items. The lease payments of low-value assets are recognized as expenses under the straight-line method during the lease term. 2.4.4 Impairment of property, plant and equipment, right-of-use assets and other intangible assets (“long-lived assets”) other than goodwill Long-lived assets with a definite useful life undergo impairment tests whenever events or changes in circumstances have indicated that their carrying value may not be recoverable. When the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognized for the value of the asset. An asset’s recoverable amount is the higher of (i) the fair value of an asset less costs of disposal and (ii) its value in use. Assets are tested for impairment at the lowest level in which there are separately identifiable cash flows largely independent of the cash flows of other groups of assets or CGUs. Amortized long-lived assets are reviewed for potential reversal of impairment at the end of each reporting period. The Company constantly assesses climate-related risks, including physical and energy transitions risks, could have a significant impact and its eventual inclusion in the cash flows to determine the recoverable value (Note 2.4.20). See Note 3.2.2 for further information on impairment of long-lived assets other than Goodwill. 2.4.5 Foreign currency translation 2.4.5.1 Functional and presentation currency The functional currency of the Company and its subsidiaries is the USD, the currency of the primary economic context in entity operates. To determine the functional currency, the Company makes judgments and it must be reconsidered in the event of a change in conditions that may determine the primary economic context. The presentation currency of the Company is USD. F-21
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 2.4.5.2 Transactions and balances Transactions in a currency other than the functional currency (“foreign currency”) are accounted for at the exchange rate as of each transaction date. Foreign exchange gains and losses from the settlement of transactions and the translation at the closing exchange rate of monetary assets and liabilities denominated in foreign currency are recognized in the consolidated statements of profit or loss and other comprehensive income in “Other financial income (expense)” under “Net changes in foreign exchange rate”. Monetary balances in foreign currency are converted at each country’s official exchange rate as of every year-end. 2.4.6 Financial instruments 2.4.6.1 Financial assets (i) Classification - Financial assets at amortized cost Financial assets are classified and measured at amortized cost provided that they meet the following criteria: (i) the purpose of the Company’s business model is to maintain the asset to collect the contractual cash flows; and (ii) contractual conditions, on specific dates, give rise to cash flows only consisting in payments of principal and interest on the outstanding principal. - Financial assets at fair value Financial assets are classified and measured at fair value through the consolidated statements of other comprehensive income if the financial assets are held in a business model whose objective is achieved by obtaining contractual cash flows and selling financial assets. However, financial assets are classified and measured at fair value through the consolidated statements of profit or loss if any of the aforementioned criteria is not met. (ii) Recognition and measurement Upon initial recognition, the Company measures a financial asset at its fair value plus, the transaction costs that are directly attributable to the acquisition of the financial asset. The Company reclassifies financial assets when and only when it changes its model for managing these assets. (iii) Impairment of financial assets The Company recognizes an allowance for Expected Credit Losses (“ECL”) for all financial assets not held at fair value through profit or loss. ECLs are based on the difference between contractual cash flows owed and all the cash flows that the Company expects to receive. For trade and other receivables, the Company calculates an allowance for ECL at each reporting date. Expected credit losses in trade and other receivables are estimated on a case-by-case basis according to the debtor’s history of noncompliance and an analysis of the debtor’s financial position, adjusted by the general economic conditions of the industry, its current assessment and a management forecast of conditions as of the reporting date. The Company recognizes an ECL of a financial asset when contractual payments are more than 90 days past due or when the internal or external information shows that it is unlikely that the pending contractual amounts be received. A financial asset is derecognized when there is no fair expectation to recover contractual cash flows. F-22
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 2.4.6.2 Financial liabilities and equity instruments (i) Financial liabilities A contractual agreement is classified as a financial liability and is measured at fair value with changes in the consolidated statements of profit or loss and other comprehensive income. The financial liabilities are initially recognized at fair value and after that, at their amortized cost (using the effective interest method) or at fair value through the consolidated statements of profit or loss and other comprehensive income. The effective interest method is used in the calculation of the amortized cost of a financial liability and in the allocation of interest expense during the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments throughout the expected life of the financial liability. The Company derecognizes financial liabilities when obligations are discharged, cancelled or expired. The difference between the carrying amount of such financial liability and the consideration paid is recognized in the consolidated statements of profit or loss and other comprehensive income. When an existing financial liability is replaced by another one in terms that are substantially different from the original term or the terms of an existing liability change substantially, it results in the derecognition of the original liability and recognition of a new liability. The difference in the related accounting values is recognized in the consolidated statements of profit or loss and other comprehensive income. Borrowings are recognized initially at fair value, net of transaction costs incurred and collateral if any. Financial liabilities related to purchasing value units (“UVA” by Spanish acronym) are adjusted by the benchmark stabilization coefficient (“CER” by Spanish acronym) at each closing date, recognizing the effects on “Other financial income (expense)” under “Remeasurement in borrowings”. (ii) Equity instruments An equity instrument is any agreement that evidences an interest in the Company’s equity and is recognized for the amount of profit earned for the issuance of the equity instrument, net of direct issuance costs. (iii) Compound financial instruments The component parts of a compound instrument issued by the Company are classified separately as financial liabilities and equity instruments according to the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. An equity instrument is a conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of Company own equity instruments. The fair value of the liability component, if any, is estimated using the prevailing market interest rate for similar nonconvertible instruments. This amount is recorded as a liability at amortized cost using the effective interest method until extinguished upon conversion or at the instrument redemption date. A conversion option classified as equity is determined by deducting the liability component amount from the fair value of the compound instrument as a whole. It is recognized and included in equity, net of income tax effects, and it not subsequently remeasured. Moreover, the conversion option classified as an equity instrument remains in equity until the conversion option is exercised, in which case, the balance recognized in equity is transferred to another equity account. When the conversion option is not exercised at the redemption date of liability component, the balance recognized in equity is transferred to retained earnings. No profit or loss is recognized in the statement of profit or loss after the conversion or redemption of the conversion option. Transaction costs related to the issuance of compound financial instruments are allocated to liability and equity components in proportion to the allocation of gross proceeds. Transaction costs related to the equity component are recognized directly in equity. Transaction costs related to the liability component are included in the carrying amount of liability component and are amortized throughout the life of negotiable obligations using the effective interest method. F-23
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 2.4.6.3 Offsetting of financial instruments Financial assets and liabilities are disclosed separately in the consolidated statement of financial position unless the following criteria are met: (i) the Company has a legally enforceable right to set off the recognized amounts, and (ii) the Company intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. A right to set off is that available to the Company to settle a payable to a creditor by applying against it a receivable from the same counterparty. 2.4.7 Recognition of revenue from contracts with customers and other operating income (i) Revenue from contracts with customers Revenue from contracts with customers related to the sale of crude oil, natural gas and Liquefied Petroleum Gas (“LPG”) is recognized when control of the assets is transferred to the customer. It is recognized for an amount of consideration to which the Company expects to be entitled in exchange for these assets, recognizing a credit under “Oil, gas and GLP accounts receivable (net of allowance for expected credit losses)” (Note 16). As of December 31, 2025, the normal credit term is 20 days for crude oil sales and 51 days for natural gas and LPG sales. The Company has reached the conclusion that it acts as principal in its revenue agreements because it controls assets before transferring them to the customer. In Note 5.1 revenues was broken down by (i) product type and; (ii) distribution channels. All Company revenue is recognized at a point in time. The Company recognizes a contract asset if the goods or services are transferred before receiving the agreed-upon payment and/or consideration. It recognizes a contract liability when there is an obligation to transfer goods or services to a customer for which the entity has received consideration. (ii) Other operating income The Company discloses its other operating income in Note 9.1 and mainly included: (i) Gain from Business Combination (Note 1.2.2 and 32); (ii) Gain from Exports Increase Program (Note 2.5.2); (iii) Gain related to the transfer of conventional assets (Note 3.2.8); (iv) Gain from farmout agreement (Note 29.2.1); and (v) Other income that are not directly related to the Company main activity. The Company recognizes revenue over time using an input method to measure progress toward service completion. 2.4.8 Inventories Inventories are made up of Crude oil and materials and spare parts, and they are measured at the lower of cost and net realizable value. The cost of Crude oil inventories includes production expenses and other costs incurred in bringing the inventories to their present location and condition to make the sale. The cost of materials and spare parts is determined using the weighted average cost method. The net realizable value is the estimated selling price in the ordinary course of business less the estimated direct costs necessary to make the sale. The recoverable amount of these assets is assessed at each reporting date, and any resulting loss is recognized in the consolidated statements of profit or loss and other comprehensive income. Significant materials and spare parts, that the Company does not expects to use in the next 12 months, are included in “Property, plant and equipment”. F-24
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 2.4.9 Cash and cash equivalents For the presentation of the consolidated statement of cash flows, cash and cash equivalents include: (i) cash on hand and demand deposits in banks and financial institutions; and (ii) other short-term highly liquid investments originally maturing in 3 or less months, readily convertible into known cash amounts and subject to insignificant risk of changes in value. Overdrafts in checking accounts, if any, are disclosed within current liabilities in the consolidated statement of financial position and they are not disclosed in the consolidated statement of cash flows as they do not comprise the Company’s cash and cash equivalents. 2.4.10 Equity Changes in equity were accounted for according to legal or regulatory standards, and Company decisions and the Company’s accounting policies and decisions. (i) Capital stock Capital stock is made up of shareholder contributions, share-based payments; net of shares repurchased in market. It is represented by outstanding shares at nominal value and is made up of Series “A” and “C” shares. (ii) Other equity instruments The other equity instruments are related to a capital stock generated by a cashless exercise of warrants, which allowed to the holders, obtains 1 Series A share for each 31 Warrants owned (Note 17.3 and 21.1). (iii) Legal reserve The legal reserve according to the Mexican Business Associations Law, required to allocate at least 5% of net profit for the year based on the Company’s nonconsolidated financial statements, and must be increase until it is equal to 20% of capital. (iv) Share-based payments The share-based payments correspond to the equity-settled compensation granted by the Company to certain employees, through which they receive equity instruments (Note 2.4.15). (v) Share repurchase reserve The share repurchase reserve, is related to the creation of a reserve for the acquisition of the Company’s own shares, which is subject to Mexico’s Securities Market Law provisions and should be approved by the Ordinary Shareholders’ meeting in compliance with the following requirements: (i) it should be made in an authorized stock exchange in Mexico; (ii) it should be carried out at market price unless it involves public offerings authorized by the Mexican Banking and Securities Commission (“CNBV” by Spanish acronym). The share repurchase reserve is based on the Company’s nonconsolidated financial statements (vi) Other accumulated comprehensive income (losses) Other accumulated comprehensive income comprises actuarial gains and losses for defined benefit plan remeasurement and the related tax effect. (vii) Accumulated profits (losses) Accumulated profits or losses comprise the profit (or loss) for the current year and retained earnings or accumulated losses that were not distributed, the amounts transferred from other comprehensive income and prior-year adjustments. F-25
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Similarly, for capital reduction purposes, these distributions will be subject to income tax assessment according to the applicable rate, except for remeasured contributed capital stock or distributions from the net taxable profit account (“CUFIN, by Spanish acronym). 2.4.11 Employee benefits 2.4.11.1 Salaries and payroll taxes Salaries and payroll taxes expected to be settled within 12 months after period-end are recognized for the amounts expected to be paid and are disclosed in “Salaries and payroll taxes” current in the consolidated statement of financial position (Note 24). Costs related to compensated absences, such as vacation, bonuses and incentives are recognized as they are accrued. In Mexico, the employees’ share in profit (“PTU, by Spanish acronym”) is paid to qualifying employees; is calculated using the income tax base. The PTU is recognized in the consolidated statements of profit or loss and other comprehensive income under “Employee benefits”. 2.4.11.2 Employee benefits The Company maintains a defined benefit plan which are related to a series of pension benefits that certain employees will receive at retirement, depending on factors, such as age, years of service and compensation. According to the conditions established in each plan, the benefit may consist of a single payment or payments supplementary to pension system payments. The cost of employee defined benefit plans is recognized periodically according to the contributions made by the Company. Labor cost liabilities are accumulated in the periods in which employees render the services that give rise to the consideration. The defined benefit obligation is the present value of the defined benefit obligation, net of the fair value of plan assets. The defined benefit obligation is calculated at least as of every year-end by independent actuaries through the projected unit credit method and is assessed discounting estimated future cash outflows using future actuarial assumptions on the demographic and financial variables that affect the assessment of such amounts. Actuarial profit and losses derived from changes in actuarial assumptions are recognized in other comprehensive income in the period in which they arise and that shall not be reclassified to profit (loss) in subsequent years, likewise the costs of past services are recognized in the consolidated statements of profit or loss and other comprehensive income. 2.4.12 Borrowing costs Borrowings costs directly attributable to the acquisition, construction or production of assets that necessarily require a substantial period of time to be ready for their intended use or sale are added to the cost of these assets until they are ready for their intended use or sale. Income earned on the temporary investment of specific borrowings is deducted from borrowings costs eligible for capitalization. Other borrowings costs are accounted for in the period in which they are incurred. For the years ended December 31, 2025, and 2024, the Company has not capitalized borrowings costs because it had no qualifying assets, except for interest on the discount at present value on lease liabilities disclosed in Note 14. 2.4.13 Provisions and contingent liabilities The Company recognizes provisions when the following conditions are met: (i) it has a present or future obligation as a result of a past event; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) a reliable estimate can be made. No provisions for operating future losses are recognized. F-26
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) In the case of provisions in which the time value of money is significant (as is the case of well plugging and abandonment and environmental remediation) these provisions are determined as the present value of the expected cash outflow for settling the obligation. Provisions are discounted at a rate that reflects current market conditions as of the date of the statement of financial position and, as the case may be, the risks specific to the liability. When the discount is applied, the increase in the provision due to the passage of time is recognized as a financial cost in the consolidated statements of profit or loss and other comprehensive income. (i) Provision for contingencies Provisions for probable contingencies are measured at the present value of the amounts expected to be made to settle the present obligation, considering the best information available upon preparing the financial statements, based on the opinion of the Company’s legal counsel. Estimates are regularly reviewed and adjusted. Potential contingent liabilities are: (i) obligations from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of uncertain future events not wholly within the Company’s control; or (ii) present obligations from past events that will not likely require an outflow of resources for its settlement, or which amount cannot be estimated reliably. These liabilities are disclosed in notes to the consolidated financial statements (Note 28.2). Contingent liabilities which probability is remote are not disclosed. (ii) Well plugging and abandonment provision The Company recognizes a provision for well pugging and abandonment when there is a legal or constructive obligation as a result of past events, it is probable that a cash flow will be required to settle the obligation, and the amount to be disbursed can be reliably estimated. In general, the obligation arises when the asset is installed, or the wells of land or environment at the site is modified. When the liability is initially recognized, the present value of estimated costs is capitalized, increasing the carrying amount of the assets related to the Crude oil and Natural gas extraction insofar as they were incurred for the development or construction of the well. The other provisions from an enhanced development or construction of the Crude oil and Natural gas production wells and facilities increase the cost of the related asset when the liability arises. The changes in the estimated time or cost of well plugging and abandonment are afforded a prospective treatment by booking an adjustment to the related provision and asset. (iii) Provision for environmental remediation The provision for environmental remediation is recognized when it is likely that a soil remediation be conducted, and costs may be estimated reliably. Generally, the timing of recognition of these provisions coincides with the commitment to a formal plan of action or, if earlier, on divestment or on closure of inactive sites. The amount recognized is the best estimate of the expenditure required to settle the obligation. To consider the time value of money, the recognized value is the present value of the estimated future expense. The effect of such estimate is recognized in the consolidated statements of profit or loss and other comprehensive income. It assesses if climate risks, including physical and energy transition risks, may have a major impact. If so, such risks are included in cash flows projected for estimating environment remediation costs (Note 2.4.20). 2.4.14 Income tax Income tax for the period includes current and deferred income tax. Income tax is recognized in the consolidated statements of profit or loss and other comprehensive income except if it is related to items recognized in other comprehensive income or directly in equity. Current and deferred tax assets and liabilities were not discounted and are stated at nominal values. F-27
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Income tax rates effective in Argentina and Mexico stand at 35% and 30% as of December 31, 2025, 2024 and 2023, respectively. For further information, see Note 15, 30.2 and 30.4. (i) Current income tax The Company recognizes a current income tax liability as of every year-end, calculated based on effective laws enacted by the related tax authorities. The Company regularly assesses the positions adopted in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation. When tax treatments are uncertain and it is probable that a tax authority will accept the tax treatment afforded by the Company, income tax is recognized according to their calculations and interpretations. If it is not considered likely, the uncertainty is shown using the most likely amount method or the expected value method depending on the method that best predicts the resolution to the uncertainty. The Company does business in several jurisdictions and is governed by effective laws enacted by each tax authority. The final assessment of current income tax for certain transactions and calculations is uncertain as there are cases in which tax regulations are subject to Company interpretation. (ii) Deferred income tax Deferred income tax is calculated using the liability method by comparing the tax bases of assets and liabilities and their carrying amounts in the financial statements to assess temporary differences. Deferred tax assets and liabilities are booked at nominal values and measured at the tax rates that are expected to apply to the period in which the liability is settled or the asset realized based on tax rates (and tax laws) enacted as of period-end. Deferred income tax assets and liabilities are only offset when there is a legally enforceable right, and they are related to income tax levied by the same tax authority. Deferred income tax assets are recognized only insofar as it is probable that future taxable profit will be available and may be used to offset temporary differences. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient profit will be available to allow all or part of the asset to be recovered. 2.4.15 Share-based payments The Company grants to some employees shared-based compensation; whereby employees receive as consideration for equity instruments (equity-settled transactions). The cost of equity-settled transactions is determined by the fair value at grant date using a proper valuation method (Note 31) and is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share- based payments”. On March 22, 2018, the Company approved a Long-Term Incentive Plan (“LTIP”) whose goal is to attract and retain talented persons such as officers, directors, employees and consultants. The LTIP includes the following mechanisms for rewarding and retaining key personnel: (i) Stock option plan (“SOP”) The stock option plan grants the participant the right to buy a number of shares over certain term. The cost of the equity-settled plan is measured at grant date considering the specific terms and conditions. The equity-settled compensation cost is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments” (Note 8). F-28
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) (ii) Restricted stock (“RS”) The restricted stock plan grants the participant additional benefits are met through a stock option plan which has been classified as an equity-settled share-based payment. The cost of the equity-settled plan is measured at grant date considering the specific terms and conditions and is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments” (Note 8). (iii) Performance restricted stock (“PRS”) The performance restricted stock grants the participant, which entitle them to receive PRS after having reached certain performance targets over a time of period. PRS are classified as equity-settled share-based payments. The cost of the equity-settled plan is measured at grant date considering the specific terms and conditions and is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments” (Note 8). 2.4.16 Investments in associates An associate is an entity over which the Company has significant influence, being the power to participate in the financial and operating policy decisions of the associate but not control or join control over it, as mentioned in Note 2.3.1. Investments are initially recognized at acquisition cost and then using the equity method whereby interests are recognized in profit or loss and in equity. The equity method is used as from the date when the significant influence over the associates is exercised. The associates’ financial statements were prepared using the same policies employed in preparing these consolidated financial statements. The Company’s interests in the associates’ net profits or losses, after acquisition, are recognized in the statements of profit or loss and other comprehensive income in “Income (loss) from investments in associates”. For further information, see Note 18. 2.4.17 Biological assets Biological assets are measured at initial recognition, and at the end of each reporting period, at fair value less estimated costs to sell at the point of harvest or collection. Changes in fair value at initial or subsequent recognition are recognized in the period in the consolidated statement of profit or loss and other comprehensive income. As of December 31, 2025 and 2024, the Company has biological assets for 15,855 and 10,027, mainly related of tree plantations, and its fair value less costs to sell are similar to replacement cost, as they are at the initial growth cycle. Tree plantations are classified as non-current biological assets because they are not expected to be harvested within the next 12 months. 2.4.18 Business combination The acquisition method is used to book business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for these acquisitions comprises: (i) The fair value of transferred assets; (ii) The liabilities incurred to former owners of the acquired business; (iii) The equity interests issued by the Company; (iv) The fair value of any asset or liability from a contingent consideration arrangement; and (v) The fair value of any previously held equity interest in the subsidiary. F-29
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Identifiable assets acquired and liabilities assumed in a business combination are initially measured at fair values at the acquisition date. The costs related to the acquisition are booked as incurred expenses. Goodwill is an excess of: (i) The consideration transferred; and (ii) The fair value of net identifiable assets acquired. If the fair value of the acquiree’s net identifiable assets exceeds these amounts, before recognizing profit, the Company reassesses whether it has correctly identified all assets acquired and liabilities assumed, reviewing the procedures employed to measure the amounts to be recognized at the acquisition date. If the assessment still results in excess of the fair value of net assets acquired in relation to the total consideration transferred, gain from a bargain purchase is recognized directly in the consolidated statements of profit or loss and other comprehensive income, under “Gain from Business Combination” within “Other operating income”. When the settlement of any cash consideration is deferred, the future amounts payable is discounted at their present value at the exchange date. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained under comparable terms and conditions. Contingent consideration will be recognized at its fair value at the acquisition date. Contingent consideration is classified as equity or as a financial liability. The amounts classified as a financial liability are remeasured at fair value with changes in fair value through the consolidated statements of profit or loss and other comprehensive income. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. When the Company acquires a business, it assesses the financial assets acquired and liabilities incurred in relation to its adequate classification and designation according to contractual terms, economic circumstances and relevant conditions as of the acquisition date. Oil reserves and resources acquired that may be measured reliably are recognized separately at fair value upon the acquisition. Other potential reserves, resources and rights, which fair values cannot be measured reliability, are not recognized separately but are considered part of goodwill. If the business combination is performed in stages, the previously held equity interest in the acquiree is measured at acquisition-date fair value. Profit or loss from such remeasurement is recognized in the consolidated statements of profit or loss and other comprehensive income. The Company has a maximum period of 12 months from the date of acquisition to finalize the acquisition accounting. When it is incomplete as of the end of the year in which the business combination takes place, the Company reports provisional amounts. As detailed in Note 1.2.2 and 32, during the year ended December 31, 2025 the Company recognized the acquisition of Vista Lach as a business combination (“Business Combination”). 2.4.19 Going concern The Board oversees the Group’s cash position regularly and liquidity risk to ensure that there are sufficient funds to meet expected financing, operating and investing requirements. Considering the macroeconomic context, the result of operations and the Group’s cash position as of December 31, 2025 and 2024, the Directors asserted, upon approving the financial statements, that the Group may reasonably be expected to fulfill its obligations in the foreseeable future. Therefore, these consolidated financial statements were prepared on a going concern basis. F-30
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 2.4.20 Climate-Related Matters The Company frequently assesses the potential impact of climate-related matters in the estimates and assumptions used as basis for some items in the financial statements. Even though the Company considers that its business model will continue to be feasible after transition to a low-carbon economy, climate-related matters increase uncertainty in the following estimates and assumptions: (i) Useful life of property, plant and equipment: upon reviewing the expected useful life and residual value of assets, the Company considers climate- related matters and the legislation that may restrict the use of assets or require major capital expenditure (Note 2.4.2.1). (ii) Impairment of long-lived assets and business credit: upon assessing the recoverable value of these assets, the Company considers climate-related matters, and climate change regulations (Note 3.2.1 and 3.2.2). (iii) Environmental remediation liabilities: the Company considers the potential impact of climate-related matters upon estimating future decommissioning costs (Note 2.4.13). Even though the Company considers climate-related matters have no major impact in the consolidated financial statements, it regularly assesses relevant changes and developments. 2.5 Regulatory framework A- Argentina 2.5.1 Regulatory framework for oil and gas activity In Argentina, oil and gas exploration, exploitation and trade is governed by Law No. 17,319 and its amendments (“Argentine Hydrocarbons Law”), which establishes the regulatory framework for the exploration, exploitation, transportation and marketing of hydrocarbons (oil and natural gas) in the country. The main modifications to the Argentine Hydrocarbons Law are detailed below: (i) Law No. 27,007: - It sets the terms for exploration permits and operating and transport concessions, distinguishing between conventional and unconventional concessions, the continental platform and territorial marine reserves; - The 12% payable as royalties are still effective to the grantor by operating concessionaires on the extraction of liquid hydrocarbon byproducts in wellheads and Natural gas production. In case of an extension, additional royalties will be paid up to 3% up to a maximum 18% for the following extensions; and - It prevents the Argentine government and provinces from reserving new areas in the future in favor of public or mixed companies or entities, regardless of their legal type. Therefore, the agreements entered into by provincial companies for the exploration and development of reserved areas before the amendment are safeguarded. However, the Province of Neuquén has its own Hydrocarbon Law No. 2,453. Hence, the Company’s assets in the Province of Neuquén are governed by such law, whereas the remainder assets located in the Provinces of Río Negro and Salta follow Law No. 17,319, and its subsequent amendments. F-31
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) (ii) Law No. 27,742: On June 28, 2024, Argentina’s House of Representatives approved Law of Bases and Points of Departure for the Freedom of Argentineans No. 27,742, as well as Law of Palliative and Relevant Tax Measures No. 27,743 (jointly, “the Bases Law”). On July 8, 2024, the Bases Law was enacted through Presidential Decrees No. 592/2024 and No. 593/2024, respectively, published in the Official Bulletin. These law’s main objective is to deregulate the Argentine economy and adjust the state’s operation and structure; declaring a public administrative, economic, financial, and energetic emergency for a year, and grant the Argentine Executive (“PEN” by its Spanish acronym) delegated legislative powers, as main measures. Regarding the main amended to the Argentine Hydrocarbons Law, as follows: - Eliminates the concept of hydrocarbon self-supply existing at the time, with the objective of maximizing corporate profits from the exploitation of resources; - Establishes that the Executive (National or Provincial, as the case may be) may grant storage permits and authorizations for hydrocarbon processing, under the requirements and conditions set forth by the Argentine Hydrocarbons Law; - Grants producers rights to trade, transport, and industrialize hydrocarbons and by-products, while prohibiting the National Executive (“PEN” by Spanish acronym) from intervening or setting prices; - Establishes the free export and import of hydrocarbons and by-products, eliminating the Department of Energy’s (“SE” by Spanish acronym) authority to challenge export permits; - Amends the acquisition system and terms for unconventional concessions following the reconversion of conventional concessions; - Authorizes the regulatory authority to grant concessions for terms other than those established in Hydrocarbons Law; - Amends the extension system for new concessions; - Mandates that new concessions be awarded through a bidding process upon expiration of existing concessions. The Bases Law also sets forth the creation of an Incentive Regime for Large Investments (the “RIGI” by Spanish acronym), which provides stability and offers tax, customs, and foreign exchange benefits for projects in various sectors, including the energy and oil & gas, subject to specific conditions. The RIGI was established and published in the Official Bulletin on August 23, 2024, through Decree No. 749/2024, applicable to the oil & gas sector solely for the following activities: (i) construction of treatments plants, natural gas separation plants, oil & gas pipelines, and polyducts, and storage facilities; (ii) transportation and storage of liquid and gaseous hydrocarbons; (iii) petrochemical plants, including fertilizer production and refinery; (iv) natural gas production, collection, treatment, processing, fractioning, liquefaction and transportation for export of liquefied natural gas, as well as the infrastructure works required to develop the industry, and (v) offshore exploration and exploitation of liquid and gaseous hydrocarbons. The Bases Law had no significant impact on these consolidated financial statements. For further information, see Note 34. (iii) Decree No. 929/2013 The SE granted to the Company, through its subsidiary Vista Lach, the ownership of the benefits, under sections 6 and 7 of the Investment Promotion Regime for Hydrocarbon Production established by Decree No. 929/2013, as amended by Law No. 27,007. This regime grants as from March 2023, among others, a zero rate on export duties applicable to a specific percentage of LACh’s production. F-32
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Additionally, in December 2024, within the framework of this regime, Central Bank of Argentina (“BCRA” by Spanish acronym) Communiqué “A” 8155 implemented the free availability of foreign exchange proceeds from exports according to the percentages established under the regime. 2.5.2 Exports Increase Program On October 3, 2023 SE , through Resolution No. 808/23, established that the exporters of crude oil, natural gas and by-products (that meet certain conditions) may receive specified percentage of the funds obtained from exports through securities acquired in foreign currency and sold in local currency. This percentage was initially set at 25% in the aforementioned resolution. Subsequently, the percentage was modified as follows: (i) On October 23, 2023, through Necessity and Urgency Decree (“DNU” by Spanish acronym) No. 549/23, it was set at 30%, effective through November 17, 2023. (ii) On November 20, 2023, through DNU No. 597/23 it was set at 50%, effective until December 10, 2023. (iii) On December 13, 2023, through DNU No. 28/23 it was set at 20%. However, on April 14, 2025, the Argentine Executive issued DNU No. 269/2025 expressly repealing DNU No. 28/23 and, consequently, removing the differential system established thereunder. For the years ended December 31, 2025, 2024 and 2023, the Company recognized a gain of 4,961, 45,201 and 81,232 in “Other operating income” under “Gain from Exports Increase Program” (Note 9.1). 2.5.3 Gas market (i) Argentine promotion plan to stimulate Natural gas production: 2020-2024 supply and demand system (“Gas IV Plan”) On November 13, 2020, through Decree No. 892/2020, the PEN approved Gas IV Plan, whereby it declared that the promotion of Natural gas production is both a matter of public interest and a priority. The aforementioned decree was replaced by Decree No. 730/2022 of November 3, 2022, extending the term of the Gas IV Plan through December 31, 2028. On December 22, 2022, through Resolution No. 860/2022, of the SE, the Company, through its subsidiary Vista Argentina, was awarded a base volume of 0.86 million cubic meters per day (“Mcm/d”) at an annual average price of 3.29 USD/MMBTU (Millions of British Themal Units (“MMBTU”)), applicable until December 31, 2024. On April 19, 2023, through Resolution No. 265/2023 of the SE, the base volume awarded to Vista was increased to 1.14 Mcm/d, maintaining the annual average price of 3.29 USD/MMBTU, applicable for a 4-year period as from January 1, 2025. On December 4, 2025, the Department of Energy (“SE” by Spanish acronym) granted the Company export quotas to Chile averaging 0.06 Mcm/d per year for the next 3 years (2026 through 2028). For the years ended December 31, 2025 and 2024, the Company received a net amount of 4,646 and 3,839, respectively. As of December 31, 2025 and 2024, the receivables related to such plan stand at 2,316 and 3,007, respectively (Note 16). 2.5.4 Changes in the foreign exchange framework During the year ended December 31, 2025, and to the date of issuance of these financial statements, the Central Bank of Argentina (“BCRA” by Spanish acronym) issues a series of regulatory aimed at easing certain foreign exchange restrictions, including: (i) It introduced a currency band system under which the Argentine peso (“ARS”) to USD exchange rate in the free foreign exchange market (“MLC” by Spanish acronym) may fluctuate within a price floor and ceiling. These limits will be adjusted monthly based on the latest inflation indicators as from January 1, 2026; (ii) Along with the Argentine government, it eliminated the Export Increase Program for settling exports (see Note 2.5.2); F-33
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) (iii) It authorized dividend distribution to foreign shareholders for fiscal years beginning as from January 1, 2025, provided that these distributions related to distributable earnings obtained from realized earnings in annual financial statements; (iv) It loosened the terms to pay foreign exchange transactions and access the free foreign exchange market to repay financial debts; (v) It introduced exceptions to the foreign currency settlement system, and established that the funds deposited abroad from the issuance of debt securities are no longer computed as liquid external assets for purposes of foreign exchange restrictions, and; (vi) It incorporated specific provisions for the repatriation of direct investments from nonresidents, enabling access to the MLC for the repatriation provided that certain regulatory requirements are met. 2.5.5 Royalties and others (i) Royalties As mentioned in Note 2.5.1, royalties are governed by Law No. 17,319, as amended, and are calculated by applying 12% to the selling price after discounting certain expenses with the purpose of taking the value of the cubic meter of crude oil, natural gas and LPG to wellhead prices. (ii) Export duties Law No. 27,541, issued in December 2019, sets the maximum rate for export duties of hydrocarbons and mining at 8%. Royalties and export duties are recognized in the consolidated statements of profit or loss and other comprehensive income in “Cost of sales” under “Royalties and others” (Note 6.3). B- Mexico 2.5.6 Exploration and production activities regulatory framework In 2013, Mexico introduced several amendments to Mexico’s Constitution that led to opening crude oil, natural gas and energy to private investments. As part of the energy reform, Petróleos Mexicanos (“Pemex” by Spanish acronym) transformed from a decentralized public entity into a productive state-owned enterprise. Mexico’s Hydrocarbon Law, that preserves state property over subsoil hydrocarbons but allows private companies to assume responsibility for hydrocarbons once extracted. These amendments also allow private sector entities to obtain permits for the processing, refining, marketing, transportation, storage, import and export of hydrocarbons. Mexico’s Hydrocarbon Law, that preserves state property over subsoil hydrocarbons but allows private companies to assume responsibility for hydrocarbons once extracted. Therefore, empowers private-sector entities to request the granting of a permit from Mexico’s Energy Regulatory Commission (“CRE” by Spanish acronym) to store, transport, distribute, trade and sell hydrocarbons. In addition, private-sector entities can import or export hydrocarbons subject to a permit issued by the “SENER”. The National Hydrocarbon Commission (the “CNH” by Spanish acronym) conducts rounds of bid granting agreements to oil companies and business consortia. It interacts with Pemex and private companies and manage all E&P agreements. The agreements for the transport, storage, distribution, compression, liquefaction, decompression, regassification, trade and sale of crude oil, oil byproducts and natural gas are granted by the CRE. In May 2021, Mexican Hydrocarbons Law Reforms (the “Reforms”) was published in the Official Bulletin. In general, the Reforms affect the permit system under Mexican Hydrocarbon Law by granting enhanced powers to the SENER and the CRE to grant, review, and revoke the different permits under such law. The Reforms also regain public control of the Mexican oil trading sector. On March 18, 2025, the Mexican government enacted a reform introducing new legislation related to: (i) the Law governing Pemex and (ii) the Hydrocarbons Sector Law. This reform includes, among other measures, the following provisions: (i) Hydrocarbon exploration and exploitation contracts previously signed with the Mexican State prior to the enactment of the new legal provisions will remain effective and will continue to be governed by the terms and conditions under which they were originally granted, pursuant to laws and provisions in effect upon execution; F-34
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) (ii) The management of these contracts, along with the regulatory and oversight powers related to hydrocarbon exploration and extraction, have been fully centralized under Mexico’s SENER, which has assumed the roles and responsibilities of the former National Hydrocarbons Commission (“CNH”); (iii) Regulations issued by regulatory authorities prior to the reform will remain in effect and continue to apply, provided they do not conflict with the new legislation; (iv) Authorizations and permits previously granted to the upstream sector by the SENER, the CNH or the former Energy Regulatory Commission (“CRE”) will remain valid and retain their legal effect. (v) The issuance, amendment, or termination of upstream sector authorizations or permits will now be subject to the public policy established by the Mexican State through the SENER; (vi) All subsidiary production companies of Pemex have been merged into the latter. The agreements entered into by these dissolved companies will remain in force and continue to have the same effects under the originally agreed-upon terms and conditions. Likewise, the exploration and extraction activities will be carried out under three methods: (i) Allocations for own development, which will be exclusively owned by Pemex, making it the sole operator. However, Pemex may enter into service provision contracts with third parties, provided that such agreements aim to maximize productivity and profitability, and that the consideration is paid in cash. (ii) Mixed-use development allocations, which may be granted by SENER. This plan allows private investment in projects operated by Pemex, provided that the latter maintains at least a 40% interest. (iii) E&P agreements, which may be entered into by the SENER only in exceptional cases if Pemex either refuses or is unable to carry out hydrocarbon development under the aforementioned plans. These contracts may be service agreements, production- or profit-sharing agreements, or licensing agreements. The Energy Reform also involved an administrative reorganization, under which the responsibilities of the CNH and the CRE were transferred to the SENER and the newly established National Energy Commission (“CNE”). The SENER will oversee the regulation of the upstream sector. Market Regulations In February 2025, the Executive signed a voluntary agreement with Mexican gas station owners to cap the price of regular gasoline at Mexican Peso (“MXN”) 24 per liter for an initial six-month period. This measure aims to alleviate financial pressure on consumers. The import and export of oil byproducts, petrochemicals and hydrocarbons, as well as their sale within Mexico are regulated activities subject to permits issued by the SENER. At present, in onshore projects, private operators sell their entire hydrocarbon production domestically to Pemex. 2.5.7 Royalties and others The consideration payable to the Mexican government will be made up of: (i) Contractual installment for exploration phase It applies to the areas that do not have a development plan approved by the CNH and it is calculated monthly using the instalment established for each square kilometer comprising the areas covered by the contract. (ii) Royalties Royalties apply to the concessions’ total output and are calculated by applying the contractual percentage to the selling price. The contractual percentage is 45%, which will be adjusted as established in the contract. There is also a variable royalty, which will be applied to each type of hydrocarbon by applying the related rate to the selling price. Royalties are included in the consolidated statements of profit or loss and other comprehensive income in “Cost of sales” under “Royalties and others” (Note 6.3). F-35
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 3. Significant accounting judgements estimates and assumptions Preparing the consolidated financial statements requires that the Company make future judgments and estimates, apply significant accounting judgments and make assumptions that affect the application of accounting policies and the figures for assets and liabilities, revenue and expenses. The estimates and judgments used in preparing the consolidated financial statements are constantly evaluated and are based on the historical experience and other factors considered to be fair in accordance with current circumstances. Future profit (loss) may differ from the estimates and evaluations made as of the date of preparation of these consolidated financial statements. 3.1 Significant judgments in the application of accounting policies Below are the significant judgments other than those involving estimates (Note 3.2) that Management made and that have a material impact on the figures recognized in the consolidated financial statements. 3.1.1 Contingencies The Company is subject to several claims, trials and other legal proceedings that arose during the ordinary course of business. The Company’s liabilities with respect to such claims, trials and other legal proceedings cannot be estimated with an absolute certainty. Therefore, the Company periodically reviews each contingency status and assesses the potential liability, employing the criteria mentioned in Note 22.3; hence, Management makes estimates mainly with the legal counsel’s assistance. Contingencies include pending lawsuits for potential damage or third-party claims in the Company’s ordinary course of business and claims from disputes related to the interpretation of applicable legislation. 3.1.2 Environmental remediation The costs incurred in limiting, neutralizing or preventing environmental pollution are capitalized only if at least one of the following conditions is met: (i) these costs are related to security improvements; (ii) environmental pollution risk is prevented or limited; or (iii) the costs incurred in preparing assets for sale and the carrying amount (which considers these costs) of these assets does not exceed the related recovery value. The liabilities related to future remediation costs are booked when, based on environmental assessments, the likelihood of occurrence of these liabilities is high and costs may be reasonably estimated. The actual recognition and amount of these provisions is generally based on the commitments acquired by the Company to realize them, such as an approved remediation plan or the sale or disposal of an asset. The provision is recognized on the basis that the future remediation commitment will be required. The Company measures liabilities based on the best estimate of the present value of future costs using the information currently available and by applying current environmental laws and regulations and the Company’s existing environmental policies. 3.1.3 Business combinations The acquisition method implies the measurement at fair value of identifiable assets acquired and liabilities assumed in a business combination at acquisition date. The Company determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create an output. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organized workforce with necessary skills, knowledge or experience to perform that processes or else it significantly contributes to the ability to produce outputs and is considered unique or scarce or cannot be replaced without significant cost, effort or delay in the ability to continue producing outputs. In cases where an oil and gas property acquisition transaction does not compliance the above conditions, the Company considers that it must be recognized as an asset acquisition. F-36
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) When the Company determines that it has acquired a business, to determine the fair value of identifiable assets, the Company uses the valuation approach that is most representative for each asset. These methods are the (i) income approach through indirect cash flows (net present value of expected future cash flows) or through the multi-period excess earnings method; (ii) cost approach (replacement value of the asset adjusted by loss due to physical impairment, functional and economic obsolescence); and (iii) market approach through a comparable transaction method. Also, to determine the fair value of liabilities assumed, the Company considers the likelihood of cash outflows that will be required for each contingency and calculates the estimates with the legal counsel’s assistance based on available information and the litigation and resolution/settlement strategy. Management significant judgment is required to choose the approach to be used and estimate future cash flows. Actual cash flows and values may differ significantly from expected future cash flows and the related values obtained through the aforementioned valuation techniques. As detailed in Note 1.2.2 and 32, during the year ended December 31, 2025 the Company recognized the acquisition of Vista Lach as a business combination (“Business Combination”). 3.1.4 Joint arrangements The Company assesses whether it has joint control on an arrangement, analyzing the activities and decisions about these relevant activities that require unanimous consent. The Company determined that the relevant activities for joint arrangements are those related to operating decisions, including the approval of the annual budget and the approval of service suppliers. The considerations made to assess joint control are the same as those needed to determine control on investments as established in Note 2.3.1. Judgment is also required to classify a joint arrangement. Which requires that the Company assess its rights and obligations under the agreement. 3.1.5 Functional currency The functional currency of the Company and its subsidiaries is the USD (Note 2.4.5.1), the currency of the primary economic context in entity operates. To determine the functional currency, the Company makes judgments. The Company reconsiders the functional currency in the event of a change in conditions that may determine the primary economic context. 3.2 Key sources of uncertainty in estimates Below are the main estimates that entail significant impact in the Company’s assets, liabilities and profit or loss: 3.2.1 Impairment of goodwill Goodwill is reviewed annually for impairment or more frequently if there are events or changes in circumstances showing that the recoverable amount of the CGU related to goodwill should be analyzed. Whether goodwill is impaired is assessed by considering the recoverable amount of the CGUs to which it is allocated. Impairment is recognized when the recoverable amount of the CGU is lower than its carrying amount (including goodwill). As of December 31, 2025, and 2024, the Company has goodwill for 22,576 (Note 13) related to the initial business combination. The assessment of whether goodwill of a CGU or group of CGUs is impaired involves Management estimates on highly uncertain matters, including the assessment of the appropriate group of CGUs for goodwill impairment testing. The Company supervises goodwill for internal management purposes based on its only business segment. Upon testing goodwill for impairment, the Company uses the approach described in Note 3.2.2. No goodwill impairment losses were recognized as of December 31, 2025, 2024 and 2023. F-37
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 3.2.2 Impairment of long-lived assets other than goodwill Impairment of long-lived assets is assessed at the lowest level for which there are identifiable and largely independent cash flows of the cash flows of other CGUs. As of December 31, 2025, 2024 and 2023, the oil and gas properties are grouped in CGUs defined in Argentina and Mexico. To assess whether a CGU may be impaired, internal and external sources of information are analyzed, which could indicate thar that the book value of an asset or CGU may not be recovered. If any indication of impairment exists, the Company estimates the recoverable amount of the asset or CGU. The recoverable amount of a CGU is the highest of (i) its fair value less costs of disposal, and (ii) its value in use. When the carrying amount of a CGU exceeds its recoverable amount, the CGU is deemed impaired, and it is reduced to its recoverable amount. Due to the nature of the Company’s activities, the information on the fair value less costs of disposal of an asset or CGU is usually difficult to obtain unless negotiations are underway with potential buyers or similar transactions. Consequently, unless otherwise stated, the recoverable amount used in impairment testing is the value in use. The value in use of CGUs is estimated using the present value of future net cash flows, based on business plans, approved annually by the Company. As the initial step in drafting these plans, the Company establishes different assumptions which consider existing prices, the balance between global supply and demand of crude oil and natural gas. Upon assessing the value in use, estimated future cash flows are adjusted to consider the specific risks of the CGUs and are discounted at present value using a discount rate that reflects the current market assessments of the time value of money. The Company assesses whether there is an indication that previously recognized impairment losses have reversed or decreased as of each reporting date. A previously recognized impairment loss is reversed only if here has been a change in the estimates used in determining the recoverable amount of the asset. The assessment of whether an asset is impaired and to which extent involves Company estimates highly uncertain issues such discount rates, reserves and resources and commodity future prices. Actual cash flows and values may differ significantly from expected future cash flows and related amounts obtained using discount techniques, which could create major changes in the accounting values of the Group’s assets. As of December 31, 2025, the Company did not identify trigger events related to goodwill and long-lived assets other than goodwill in Argentina. However, as of December 31, 2025, the Company identified trigger events related to the CGU in Mexico, as a consequence of the event described in Note 1.1 regarding of irrevocable relinquishment of the entire CS-01 Area. Therefore, the Company recorded an impairment for the total assets of 38,252, which includes 38,229 related to “Property, plant and equipment” and 23 related to “Other intangible assets” (Note 12 and 13). As of December 31, 2024, the Company did not identify trigger events related to goodwill and long-lived assets other than goodwill in Argentina. However, as of December 31, 2024, the Company identified reversal of trigger events related to the CGU in Mexico, mainly resulting from the recovery of the local price of natural gas. Therefore, the Company performed an impairment test and recorded a reversal of impairment of 4,207 (Note 12). As of December 31, 2023, the Company identified trigger events related to the decline in the international price of crude oil in Mexico and local price of natural gas in Argentina. Therefore, the Company performed an impairment testing and recorded an impairment of 22,906 related to the CGU in Mexico and 1,679 related to the CGU in Argentina. F-38
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Main assumptions used Below are the key assumptions used in assessing the recoverable value of the aforementioned CGUs, if any, and the sensitivity analyses: As ofDecember 31, 2025 As ofDecember 31, 2024 As ofDecember 31, 2023 Argentina Mexico (1) Argentina Mexico Argentina Mexico Discount rates (after taxes) 9.3% — 9.9% 7.4% 12.9% 6.0% Discount rates (before taxes) 19.3% — 18.2% 8.3% 21.9% 8.2% Prices of crude oil, natural gas and LPG Crude oil (USD/bbl) (2) 2024 — — — — 82.4 73.4 2025 — — 73.3 60.7 79.0 70.9 2026 61.5 — 70.7 61.6 72.6 64.5 2027 64.0 — 67.3 62.9 66.4 61.3 2028 65.3 — 67.4 61.4 66.4 61.3 As from 2029 63.4 — 67.4 61.4 66.4 61.3 Natural gas - local prices (USD/MMBTU) As from 2.7 — 3.0 4.0 2.8 3.3 LPG - local prices (USD/tn) As from 324.9 — 301.8 — 296.3 — (1) See Note 1.1. (2) The prices correspond to Brent and Maya, for Argentina and Mexico, respectively. (i) Discount rates: Discount rates represent the present market value of the Company’s specific risks considering the time value of money and the individual risks of the underlying assets that have not been considered in cash flow estimates. The discount rate is calculated based on the Company’s specific circumstances and is derived from the weighted average cost of capital (“WACC”) with the proper adjustments to reflect risks and determine the rate before taxes. The income tax rate used is the tax rate effective in Argentina and Mexico standing at 35% and 30%, respectively. The WACC considers the cost of debt and cost of capital and considered public market data of certain companies deemed comparable (“comparable companies”) based on the industry, region and main activity. (ii) Prices of crude oil, natural gas and LPG: Expected commodity prices are based on Management estimates and available market data. The Company considered discounts for crude oil prices based on the quality of the crude oil produced in each CGU. The dynamics of the domestic crude oil and liquid fuels markets in Argentina and Mexico are also considered. The changes in Brent and Maya prices was estimated using the average market analysis forecasts. To forecast the local price of natural gas used the average price received from gas sales in each CGU. Natural gas prices are adjusted by the calorific value of gas produced in each CGU. The Company’s long-term assumption for crude oil prices reflects the judgment the market can produce enough oil to meet global demand sustainably. (iii) Production and reserve volumes: the production level and the reserves is based on the reports certificated by external consultants and different risk factors were also applied to determine the expected value of each type of reserve (Note 33). F-39
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Sensitivity to changes in assumptions Regarding the assessment of the value in use as of December 31, 2025, and 2024, the Company considers that there are no reasonably possible changes in any of the abovementioned main assumptions that may cause the carrying amount of any CGU to decrease its recoverable amount, except for the following: As of December 31, 2025 As of December 31, 2024 As of December 31, 2023 Argentina Mexico (1) Argentina Mexico Argentina Mexico Discount rate (on the basis) + 10% + 10% + 10% Carrying amount — — — (3,138) (136) (2,559) Expected prices of crude oil, natural gas and LPG - 10% - 10% - 10% Carrying amount — — — (14,012) (349) (13,402) (1) See Note 1.1. The aforementioned sensitivity analysis may not be representative of the actual change in the carrying amount because it is unlikely that the change in the assumptions would occur in isolation as some assumptions may be correlated. For further information climate-related matters see Note 2.4.20. As of December 31, 2025, and 2024, the net carrying amount of property, plant and equipment, other intangible assets and right-of-use assets is disclosed in Notes 12, 13 and 14, respectively. 3.2.3 Current and deferred income tax (i) Current income tax The Company recognizes a current income tax liability as of every year-end, calculated according to effective laws enacted by the related tax authorities and, if necessary, provisions are recognized based on the amounts payable to tax authorities. However, there are some transactions and calculations which tax assessment is uncertain as sometimes tax regulations are subject to Company interpretation. When tax treatments are uncertain and it is probable that a tax authority will accept the tax treatment afforded by the Company, income tax is recognized according to their calculations and interpretations. If it is not considered likely, the uncertainty is shown using the most likely amount method or the expected value method depending on the method that best predicts the resolution to the uncertainty. (ii) Deferred income tax Deferred tax assets are reviewed as of each reporting date and are amended according to the probability that the tax base allow the total or partial recovery of these assets. Upon assessing the recognition of deferred tax assets, the Company considers whether it is probable that some or all assets are not realized, which depends on the generation of future taxable profit in the periods in which these temporary differences become deductible. To this end, the Company considers the expected reversal of deferred tax liabilities, future taxable profit projections and tax planning strategies. The assumptions on the generation of future taxable profit depend on the Company estimates of future cash flows, which are affected by sales and production volumes; crude oil and natural gas prices; operating costs; well plugging and abandonment costs; capital expenses; and the judgment on the application of tax laws effective in each jurisdiction. Insofar as future cash flows and taxable profit substantially differ from the Group’s estimates, the Group’s capacity to realize net deferred tax assets booked at reporting date may be affected. Moreover, future changes in the tax laws in the jurisdictions in which the Group operates may hinder its capacity to obtain tax deductions in future periods. F-40
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 3.2.4 Well plugging and abandonment Well plugging and abandonment at the end of the exploitation concession term requires that Company Management calculate the number of wells, the long-term costs of abandonment and the remaining time until abandonment. The technological, cost, policy, environment and safety issues change constantly and may give rise to differences between actual costs and future estimates. Well plugging and abandonment estimates should be adjusted by the Company at least annually or in the event of changes in the assessment criteria assumed. Well plugging and abandonment liabilities stand at 54,457 and 32,438, as of December 31, 2025, and 2024, respectively (Note 22.1). 3.2.5 Oil and gas reserves Oil and gas items of property, plant and equipment are depreciated using the UDP method over total proved reserves (developed and not developed as applicable). Proved oil and gas reserves are those quantities which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. The useful life of each property, plant and equipment asset is assessed at least annually considering the physical limitations of the goods and the assessments of the economically recoverable reserves in the field in which the asset is located. There are several uncertainties in the estimate of proved reserves and future production plans, development costs and prices, including several factors that are beyond the Company’s control. In estimating reserves involves a certain degree of uncertainty and depend on the quality of the engineering and geological data available as of the estimate date and their interpretation and judgment. Reserve estimates are adjusted by changes in the assessment criteria or at least annually. These reserves are based on internal estimates of reserves engineers, certified annually by independent reserve engineering consultant. The Company uses the information obtained from the reserve calculation in determining the depreciation of assets used in oil and gas areas, and in assessing their recoverability (Note 3.2.1, 3.2.2, 12 and 33). 3.2.6 Business combination The fair value measurement is complex due to the use of work performed by independent reserve engineers, the adoption of a discounted cash flow method, the assessment of the key assumptions applied, including discount rates, production profiles, reserves, and future commodity prices. These judgments are based on information available at the acquisition date and may involve a significant degree of estimation (see Note 1.2.2, 2.4.18 and 32). 3.2.7 Share-based payments The fair value estimate of share-based payments requires the determination of the most appropriate valuation model, which depends on the terms and conditions of the award. This estimate also requires the assessment of the most appropriate input for the valuation model, including the remaining life of stock options, and the shares volatility. To measure the fair value of share-based payments at grant date, the Company employs the Black & Scholes model. The carrying amount, hypotheses and models used in estimating the fair value of transactions involving share-based payments are disclosed in Note 31. 3.2.8 Agreement signed with Tango related to conventional assets (“transfer of conventional assets”) On February 23, 2023, the Company through its subsidiary Vista Energy Argentina S.A.U. (“Vista Argentina”), entered into an agreement with Tango for the following concessions of the Neuquina Basin, Argentina (the “Initial Transaction”): (i) the Entre Lomas upstream concession located in the Province of Neuquén; (ii) Entre Lomas, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo-Medanito S.E upstream concessions located in the Province of Río Negro (jointly, the “Exploitation Concessions”); (iii) the Entre Lomas and Jarilla Quemada gas transportation concession located in the Province of Río Negro, and (iv) the 25 de Mayo-Medanito S.E. Crude oil transportation concession located in the Province of Río Negro (jointly with the Exploitation concessions the “Concessions”). F-41
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The Initial Transaction consists of a two-phase operation as described below: (i) The First Phase (or Operating Period), effective from March 1, 2023, (“Effective Date”) and until the “Closing Date”, which will when Vista Argentina has received 4 million barrels of crude oil and 300 million standard cubic meters (“m3”) of natural gas (9,300 kilocalories per m3), or February 28, 2027 (“Deadline”), whichever comes first. If Tango fails its commitment, must pay VISTA the undelivered production in cash, according to the average price of the Neuquén Basin for the last 12 months; and (ii) The Second Phase initiated on Closing Date, in which Vista Argentina and Tango will request the Provinces of Río Negro and Neuquén to approve the assignment of the Concessions. Thus, the Second Phase will end when the Concessions are transferred to Tango through province approval and the Transaction will then be formalized. Under the terms of the Initial transaction, during the Operating Period, Vista Argentina maintains the ownership of the Concessions, and Tango: (i) pays 26,468 in cash (10,000 on February 15, 2023, (“Signature Date”) and 10,734 and 5,734 in March 2024 and 2025, respectively); (ii) will operate the Concessions on an as is where is basis, and (iii) pays 100% of Vista’s share capex and all operating cost, including royalties and taxes related. Vista Argentina maintains the right to explore and develop the Vaca Muerta formation in the exploitation concessions, and that it may obtain one or more independent and separate unconventional concessions to develop such resources. In addition, the Parties signed Natural gas processing and sales agreements whereby Tango undertakes to provide Vista Argentina with certain additional volumes of Natural gas, and to process and deliver the Natural gas applicable to Vista Argentina. Finally, if Tango fails to comply with its obligations, which either in part or in full exceed 250, Vista Argentina may regain control of the Concessions. This initial consideration is related to the committed funds and the initial credit recognized, which is equivalent to the discounted value of the agreed- upon volumes of crude oil, natural gas and LPG to be received during the Operating Period. For the valuation of receivables, the Company has estimated the terms and costs of supplying these volumes and the discount rate applicable. On August 28, 2025, the Parties agreed to certain amendments to the Initial Transaction, including an adjustment to the crude oil production percentage retained by Vista, which was revised to 20%, and an extension to the schedule, with the Final Closing Date set for February 28, 2029, and the Long-Stop Date for March 31, 2029. As of December 31, 2025, 2024 and 2023, the Company received 5,734, 10,734 and 10,000 in cash, respectively, as part of the Transaction. For the years ended December 31, 2025, 2024 and 2023, the Company recognized 29,016, 33,570 and 27,539 in the consolidated statement of profit or loss under “Other non-cash costs related to the transfer of conventional assets”, mainly related to the cost related for supplying the volumes of crude oil, natural gas and LPG by Tango under the agreement, which were discounted from the initial credit recognized for the transaction. Likewise, for the year ended December 31, 2023, as a consequence of the Initial Transaction, the Company recognized a gain of 89,659 in “Other operating income” under “Gain related to transfer of conventional assets” (Note 9.1) resulting from the difference between the initial consideration and the residual value deletion of net assets included in the Transaction. Note 4. Segment information The CODM is in charge of allocating resources and assessing the performance of the operating segment. It supervises operating profit (loss) and the performance of the indicators related to its oil and gas properties on an aggregate basis to make decisions regarding the location of resources, negotiate with international suppliers and determine the method for managing contracts with customers. F-42
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The CODM considers as a single segment the exploration and production of crude oil, natural gas and LPG (including E&P commercial activities), through its own activities, subsidiaries and interests in joint operations and based on the nature of the business, customer portfolio and risks involved. The Company aggregated no segment as it has only one. For the year ended December 31, 2025, the Company generated 99.71% and 0.29% of its revenues related to assets located in Argentina and Mexico, respectively. For the year ended December 31, 2024, the Company generated 99.23% and 0.77% of its revenues related to assets located in Argentina and Mexico, respectively. For the year ended December 31, 2023, the Company generated 98.91% and 1.09% of its revenues related to assets located in Argentina and Mexico, respectively. The accounting criteria used by the subsidiaries to measure profit or loss, assets and liabilities of the segments are consistent with those used in these consolidated financial statements. The following chart summarizes noncurrent assets per geographical area: As ofDecember 31, 2025 As ofDecember 31, 2024 Argentina 6,147,773 3,128,742 Mexico 69,540 51,359 Total noncurrent assets 6,217,313 3,180,101 Note 5. Revenue from contracts with customers Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Goods sold 2,474,197 1,647,768 1,168,774 Total revenue from contracts with customers 2,474,197 1,647,768 1,168,774 Recognized at a point in time 2,474,197 1,647,768 1,168,774 The Company’s transactions and main revenue are described in Note 2.4.7. Revenue is derived from contracts with customers. 5.1 Information broken down by revenue from contracts with customers Type of products Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Revenues from crude oil sales 2,384,912 1,573,069 1,097,316 Revenues from natural gas sales 83,104 71,756 67,290 Revenues from LPG sales 6,181 2,943 4,168 Total revenue from contracts with customers 2,474,197 1,647,768 1,168,774 Distribution channels Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Exports of crude oil 1,494,529 807,526 642,155 Local crude oil 890,383 765,543 455,161 Local natural gas 71,228 51,898 46,931 Exports of natural gas 11,876 19,858 20,359 LPG sales 6,181 2,943 4,168 Total revenue from contracts with customers 2,474,197 1,647,768 1,168,774 5.2 Performance obligations The Company’s performance obligations are related to the transfer of goods to customers. The E&P business involves all the activities related to crude oil and natural gas exploration, development and production. Revenue is mainly derived from the sale of produced crude oil, natural gas and LPG to third parties at a point in time. F-43
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 6. Cost of sales 6.1 Operating costs Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Fees and compensation for services 115,185 62,006 48,729 Salaries and payroll taxes 34,108 27,310 21,072 Employee benefits 11,785 9,333 5,926 Consumption of materials and spare parts 6,422 4,377 4,933 Transport 4,454 4,221 5,214 Easements and fees 6,604 3,288 4,547 Other 8,387 5,991 4,264 Total operating costs 186,945 116,526 94,685 6.2 Crude oil stock fluctuation Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Crude oil stock at beginning of the year (Note 19) 4,384 2,664 4,722 Incorporation through Business Combination (Note 32) 1,451 — — Less: Crude oil stock at end of the year (Note 19) (6,881) (4,384) (2,664) Total crude oil stock fluctuation (1,046) (1,720) 2,058 6.3 Royalties and others Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Royalties 271,665 184,441 128,723 Export duties 73,684 59,509 48,090 Total royalties and others 345,349 243,950 176,813 Note 7. Selling expenses Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Transport 114,587 88,257 33,006 Sea freight 29,840 — — Taxes, rates and contributions 28,344 24,960 14,908 Fees and compensation for services 26,070 15,481 10,490 Tax on bank account transactions 19,187 11,636 10,388 Allowances for expected credit losses (Note 16) 44 — — Total selling expenses 218,072 140,334 68,792 Note 8. General and administrative expenses Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Share-based payments (Note 31) 55,989 34,923 23,133 Salaries and payroll taxes 42,570 37,587 23,300 Fees and compensation for services 21,440 13,377 11,764 Personal assets tax 10,018 8,016 1,072 Employee benefits 6,892 6,020 4,678 Taxes, rates and contributions 2,489 1,670 812 Institutional promotion and advertising 2,347 2,324 2,174 Other 5,964 5,037 3,550 Total general and administrative expenses 147,709 108,954 70,483 F-44
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 9. Other operating income and expenses 9.1 Other operating income Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Gain from Business Combination (1) 490,530 — — Gain from Exports Increase Program (2) 4,961 45,201 81,232 Other income 17,302 8,926 8,492 Gain related to the transfer of conventional assets (3) — — 89,659 Gain from farmout agreement (4) — — 24,429 Total other operating income 512,793 54,127 203,812 (1) See Note 1.2.2 and 32. (2) For the years ended December 31, 2025, 2024, and 2023, including 5,378, 43,911 and 86,173 of gain, net of related costs, respectively (Note 2.5.2). (3) See Note 3.2.8. (4) The year ended December 31, 2023, including 26,650 receipts received by Trafigura, related to the farmout agreements I and II (Note 29.2.1), net of disposals of oil and gas properties and goodwill for 2,051 and 170. 9.2 Other operating expenses Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Restructuring expenses (1) (29,875) — (276) (Provision for) materials and spare parts obsolescence (2) (1,571) (214) 1,132 (Provision for) contingencies (2) (735) (688) (69) (Provision for) environmental remediation (2) (201) (359) (485) Total other operating expenses (32,382) (1,261) 302 (1) The Company booked restructuring expenses including payments, fees and transaction costs related to the changes in the Group’s structure. (2) These transactions did not generate cash flows. Note 10. Financial income (expense), net 10.1 Interest income Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Financial interest 10,594 4,535 1,235 Total interest income 10,594 4,535 1,235 10.2 Interest expense Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Borrowings interest (Note 17.2) (163,356) (62,499) (21,879) Total interest expense (163,356) (62,499) (21,879) F-45
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 10.3 Other financial income (expense) Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Amortized cost (Note 17.2) (7,880) (1,649) (1,810) Net changes in foreign exchange rate (144) (453) 18,458 Discount of assets and liabilities at present value (23,652) 933 2,137 Changes in the fair value of financial assets 18,471 14,120 19,437 Interest expense on lease liabilities (Note 14) (3,320) (3,093) (2,894) Discount for well plugging and abandonment (Note 22.1) (2,434) (1,312) (2,387) Other taxes interest (1) (55,101) — — Remeasurement in borrowings (2) — — (72,044) Other (3) (14,123) 14,855 (26,381) Total other financial income (expense) (88,183) 23,401 (65,484) (1) For the year ended December 31, 2025, including 22,045 of payments. (2) Related to borrowings in UVA adjusted by CER. (3) For the years ended December 31, 2025, and 2024, including (losses) and income for 6,175, respectively. Likewise, for the year ended December 31, 2023, including 819 from loss related to the ON swapping. These transactions did not generate cash flows. Note 11. Earnings per share 11.1 Basic Basic earnings per share is calculated by dividing the Company’s profit by the weighted average number of ordinary shares outstanding during the year. Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Profit for the year, net 719,063 477,521 396,955 Weighted average number of ordinary shares 102,499,637 95,906,449 93,679,904 Basic earnings per share 7.015 4.979 4.237 11.2 Diluted Diluted earnings per share is calculated by dividing the Company’s profit by the weighted average number of ordinary shares outstanding during the year, plus the weighted average of dilutive potential ordinary shares. Potential ordinary shares will be considered dilutive when their conversion to ordinary shares may reduce earnings per share or increase losses per share. They will be considered antidilutive when their conversion to ordinary shares may result in an increase in earnings per share or a reduction in loss per share. The calculation of diluted earnings per share does not involve a conversion; the exercise or other issue of shares that may have an antidilutive effect on loss per share, or when the exercise price is higher than the average price of ordinary shares during the year, no dilution effect is booked, as diluted earnings per share is equal to basic earnings per share. Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Profit for the year, net 719,063 477,521 396,955 Weighted average number of ordinary shares (1) 107,212,399 103,077,629 99,232,919 Diluted earnings per share 6.707 4.633 4.000 (1) As of December 31, 2025, the Company has 104,299,705 outstanding shares that cannot exceed 106,078,535 shares. Likewise, in accordance with IFRS accounting standard the average number of ordinary shares with a potential dilutive effect amounts to 107,212,399. F-46
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 12. Property, plant and equipment The changes in property, plant and equipment for the year ended December 31, 2025, are as follows: Land andbuildings Vehicles, machinery,facilities, computerhardware and furnitureand fixtures Oil and gasproperties Production wells andfacilities Works inprogress Materials andspare parts Total Cost Amounts as of December 31, 2024 8,264 54,066 500,908 3,216,787 191,207 89,085 4,060,317 Additions — — — 5,397 (1) 1,172,098 153,008 1,330,503 Additions of Farmout Agreement (2) — — 29,295 80,243 — — 109,538 Incorporation through Business Combination (3) — 867 570,092 1,043,763 385,249 55,546 2,055,517 Transfers 84 4,551 — 1,306,142 (1,149,562) (161,215) — Disposals — (23) — (1,730) — — (1,753) Impairment of long-lived assets (4) (6) (549) (20,295) (21,997) (2,182) (226) (45,255) Amounts as of December 31, 2025 8,342 58,912 1,080,000 5,628,605 596,810 136,198 7,508,867 Accumulated depreciation Amounts as of December 31, 2024 (232) (21,463) (101,791) (1,130,848) — — (1,254,334) Depreciation — (7,179) (70,769) (640,709) — — (718,657) Disposals — 23 — 107 — — 130 Impairment of long-lived assets (4) — 421 1,341 5,264 — — 7,026 Amounts as of December 31, 2025 (232) (28,198) (171,219) (1,766,186) — — (1,965,835) Net value Amounts as of December 31, 2025 8,110 30,714 908,781 3,862,419 596,810 136,198 5,543,032 (1) Related to the re-estimation of well plugging and abandonment (Note 22.1). This transaction did not generate cash flows. (2) See Note 1.2.1. (3) See Note 1.2.2 and 32. (4) See Note 3.2.2. F-47
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The changes in property, plant and equipment for the year ended December 31, 2024, are as follows: Land andbuildings Vehicles, machinery,facilities, computerhardware and furnitureand fixtures Oil and gasproperties Production wells andfacilities Works inprogress Materials andspare parts Total Cost Amounts as of December 31, 2023 12,574 43,524 498,707 2,036,644 123,015 44,955 2,759,419 Additions — — — 23,325 (1) 1,034,608 238,831 1,296,764 Transfers (4,310) 11,102 — 1,154,325 (966,416) (194,701) — Disposals — (560) — — — — (560) Impairment of long-lived assets (2) — — 2,201 2,493 — — 4,694 Amounts as of December 31, 2024 8,264 54,066 500,908 3,216,787 191,207 89,085 4,060,317 Accumulated depreciation Amounts as of December 31, 2023 (232) (15,239) (80,655) (735,534) — — (831,660) Depreciation — (6,563) (21,044) (394,919) — — (422,526) Disposals — 339 — — — — 339 Impairment of long-lived assets (2) — — (92) (395) — — (487) Amounts as of December 31, 2024 (232) (21,463) (101,791) (1,130,848) — — (1,254,334) Net value Amounts as of December 31, 2024 8,032 32,603 399,117 2,085,939 191,207 89,085 2,805,983 (1) Related to the re-estimation of well plugging and abandonment (Note 22.1). This transaction did not generate cash flows. (2) See Note 3.2.2. F-48
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 13. Goodwill and other intangible assets Below are the changes in goodwill and other intangible assets for the year ended December 31, 2025: Goodwill Otherintangible assets Cost Amounts as of December 31, 2024 22,576 35,724 Additions — 11,720 Impairment of long-lived assets (1) — (365) Amounts as of December 31, 2025 22,576 47,079 Accumulated amortization Amounts as of December 31, 2024 — (20,281) Amortization — (8,655) Impairment of long-lived assets (1) — 342 Amounts as of December 31, 2025 — (28,594) Net value Amounts as of December 31, 2025 22,576 18,485 (1) See Note 3.2.2. Below are the changes in goodwill and other intangible assets for the year ended December 31, 2024: Goodwill Otherintangible assets Cost Amounts as of December 31, 2023 22,576 24,396 Additions — 11,328 Amounts as of December 31, 2024 22,576 35,724 Accumulated amortization Amounts as of December 31, 2023 — (14,370) Amortization — (5,911) Amounts as of December 31, 2024 — (20,281) Net value Amounts as of December 31, 2024 22,576 15,443 Goodwill arises from the initial business combination, mainly due to the Company’s capacity to tap into unique synergies from managing a portfolio of acquired oil and existing plots of land. As of December 31, 2025 and 2024, it was allocated to Argentina CGUs. F-49
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 14. Right-of-use assets and lease liabilities The carrying amount of the Company’s right-of-use assets and lease liabilities, as well as the changes for the years ended December 31, 2025, and 2024, are detailed below: Right-of-use assets Total leaseliabilities Land andBuildings Facilities andmachinery Total Amounts as of December 31, 2024 15,551 89,782 105,333 (95,660) Incorporation through Business Combination (1) 499 — 499 (594) Additions, net 836 124,395 125,231 (125,223) Depreciation (2) (844) (76,936) (77,780) — Payments — — — 90,772 Interest expense (3) — — — (13,198) Amounts as of December 31, 2025 16,042 137,241 153,283 (143,903) (1) See Note 1.2.2 and 32. (2) Including the depreciation of drilling services capitalized as “Works in progress” for 66,189. (3) Including drilling agreements capitalized as “Works in progress” for 9,878. Right-of-use assets Totalleaseliabilities Land andBuildings Facilities andmachinery Total Amounts as of December 31, 2023 388 60,637 61,025 (70,468) Additions, net 15,851 73,257 89,108 (74,759) Depreciation (1) (688) (44,112) (44,800) — Payments — — — 56,641 Interest expense (2) — — — (7,074) Amounts as of December 31, 2024 15,551 89,782 105,333 (95,660) (1) Including the depreciation of drilling services capitalized as “Works in progress” for 35,538. (2) Including drilling agreements capitalized as “Works in progress” for 3,981. For the years ended December 31, 2025 and 2024, short-term and low-value lease contracts were recognized in the statement of profit or loss and other comprehensive income within “General and administrative expenses” for 194 and 121, respectively F-50
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 15. Deferred income tax assets and liabilities, and income tax expense Deferred income tax liabilities, net break down as follows: As ofJanuary 1,2025 Profit (loss) IncorporationthroughBusinessCombination(1) Othercomprehensiveincome (loss) As ofDecember 31,2025 Tax losses and other unused tax credits (2) 222 (222) — — — Employee benefit 37,525 (23,444) — (13) 14,068 Trade and other payables — 40,927 (32,527) — 8,400 Items generating deferred income tax assets 37,747 17,261 (32,527) (13) 22,468 Property, plant and equipment (46,549) (103,902) (119,193) — (269,644) Tax inflation adjustment (35,664) 44,164 (8,500) — — Trade and other receivables (10,782) 7,542 — — (3,240) Right-of-use assets, net (4,979) 1,696 — — (3,283) Borrowings (3,050) (3,592) — — (6,642) Provisions 2,662 (4,042) 1,183 — (197) Other (218) (3,078) 1,684 — (1,612) Items generating deferred income tax liabilities (98,580) (61,212) (124,826) — (284,618) Deferred income tax, net (60,833) (43,951) (157,353) (13) (262,150) As ofJanuary 1,2024 Profit(loss) IncorporationthroughBusinessCombination(1) Othercomprehensiveincome (loss) As ofDecember 31,2024 Tax losses and other unused tax credits (2) 7,932 (7,710) — — 222 Provisions 4,270 (1,608) — — 2,662 Employee benefit 1,255 32,700 — 3,570 37,525 Items generating deferred income tax assets 13,457 23,382 — 3,570 40,409 Property, plant and equipment (278,724) 232,175 — — (46,549) Tax inflation adjustment (102,239) 66,575 — — (35,664) Trade and other receivables (11,700) 918 — — (10,782) Right-of-use assets, net 3,305 (8,284) — — (4,979) Borrowings (968) (2,082) — — (3,050) Other (516) 298 — — (218) Items generating deferred income tax liabilities (390,842) 289,600 — — (101,242) Deferred income tax, net (377,385) 312,982 — 3,570 (60,833) (1) See Notes 1.2.2 and 32. (2) As of December 31, 2024, the Company has recognized Net Operating Loss (“NOL”) based on the analysis of expected future taxable income in the following years, generated in Argentina. F-51
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Deferred income tax assets and liabilities are offset in the following cases: (i) when there is a legally enforceable right to offset tax assets and liabilities; and (ii) when deferred income tax charges are related to the same tax authority. The following amounts, are disclosed in the consolidated statement of financial position: As of December 31, 2025 As of December 31, 2024 Deferred income tax assets 36,514 3,565 Deferred income tax liabilities (298,664) (64,398) Deferred income tax liabilities, net (262,150) (60,833) Income tax breaks down as follows: Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Income tax Current income tax (241,657) (426,288) (16,393) Deferred income tax (43,951) 312,982 (132,011) Income tax (expense) charged in the statement of profit or loss (285,608) (113,306) (148,404) Deferred income tax charged to other comprehensive income (13) 3,570 (2,298) Total income tax (expense) (285,621) (109,736) (150,702) For the years ended December 31, 2025, 2024 and 2023, the Company’s effective rate was 28%, 19% and 27%, respectively. The differences between the effective and statutory rate mainly include: (i) the application of the tax adjustment for inflation in Argentina; (ii) the depreciation of the ARS with respect to the USD affecting the Company’s tax deductions of nonmonetary assets; (iii) the accumulative tax losses not recognized in the period; and (iv) the Gain from Business Combination (Note 9.1). Below is the reconciliation between income tax expense and the amount resulting from the application of the tax rate to profit income tax: Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Profit before income tax 1,004,671 590,827 545,359 Mexican statutory income tax rate 30% 30% 30% Income tax at the Mexican statutory tax rate pursuant to effective tax regulations (301,401) (177,248) (163,608) Items that adjust income tax (expense) / benefit: Nondeductible expenses (13,749) (12,797) (13,328) Inflation adjustment (1) (206,404) (236,920) (146,077) Effect on the measurement of monetary and nonmonetary items at functional currency 196,301 372,379 196,841 Unrecognized tax losses and other assets (39,432) (20,047) (7,156) Effect related to tax losses — 12,197 — Application of tax credits (15,736) (14,818) 16,077 Effect on the gain from Business Combination (2) 171,686 — — Effect related to the difference in tax rate other than Mexican statutory rate (58,133) (32,902) (34,317) Income (loss) from investments in associates (1,893) — — Other (16,847) (3,150) 3,164 Total income tax (expense) (285,608) (113,306) (148,404) (1) See Note 30.2. (2) See Note 1.2.2 and 32. F-52
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) As of December 31, 2025, 2024 and 2023, VISTA and some subsidiaries in Mexico carry accumulated tax losses not recognized for which no deferred tax asset has been recognized. According to Mexican legislation, these accumulated tax losses not recognized shall be adjusted annually by the applicable index. Below are the updated accumulated tax losses not recognized and their due dates: As of December 31,2025 As of December 31,2024 As of December 31,2023 2027 6,284 5,372 6,185 2028 73,806 63,097 72,643 2029 21,678 18,533 32,126 As from 2030 213,995 116,421 83,735 Total accumulated tax losses not recognized 315,763 203,423 194,689 Income tax liabilities break down as follows: As of December 31,2025 As of December 31,2024 Noncurrent Income tax 13,964 — Total noncurrent 13,964 — Current Income tax, net of withholdings and prepayments 120,910 382,041 Total current 120,910 382,041 Note 16. Trade and other receivables As of December 31,2025 As of December 31,2024 Noncurrent Other receivables: Prepayments, tax receivables and other: Advance payments for transportation services (Note 28.1.1) 311,087 134,436 Receivables related to the transfer of conventional assets (1) 40,945 57,194 Prepaid expenses and other receivables 19,409 11,820 Income tax 785 — Turnover tax 670 164 372,896 203,614 Financial assets: Loans to employees 130 411 Receivables from joint operations — 1,243 130 1,654 Total noncurrent trade and other receivables 373,026 205,268 As of December 31,2025 As of December 31,2024 Current Trade: Oil, gas and GLP accounts receivable (net of allowance for expected credit losses) 186,403 77,351 186,403 77,351 Other receivables: Prepayments, tax credits and other: Value added tax 77,160 90,704 Advance payments for transportation services (Note 28.1.1) 26,098 7,054 Receivables related to the transfer of conventional assets (1) 23,984 46,018 Income tax 9,283 4,431 Prepaid expenses and other receivables 7,253 9,322 F-53
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) As of December 31,2025 As of December 31,2024 Turnover tax 3,047 2,867 146,825 160,396 Financial assets: Accounts receivable from third parties (2) 9,404 29,040 Gas IV Plan (Note 2.5.3) 2,316 3,007 Receivables from joint operations 1,368 5,586 Advances to directors and loans to employees 1,033 742 Balances with related parties (Note 27) — 4,741 Other 332 632 14,453 43,748 Other receivables 161,278 204,144 Total current trade and other receivables 347,681 281,495 (1) See Note 3.2.8. (2) As of December 31, 2024 includes 13,200 with Tango, related to the extension of the concessions (Note 28.1.2). Due to the short-term nature of current trade and other receivables, it carrying amount is considered similar to its fair value. The fair values of noncurrent trade and other receivables do not differ significantly from it carrying amounts either. As of December 31, 2025, in general accounts receivable has a 20-day term for sales of crude oil and a 51-day term for sales of natural gas and LPG. The Company sets up a provision for trade receivables when there is information showing that the debtor is facing severe financial difficulties and that there is no realistic probability of recovery, for example, when the debtor goes into liquidation or files for bankruptcy proceedings. Trade receivables that are derecognized are not subject to compliance activities. The Company recognized an allowance for expected credit losses against all trade receivables that are 90 days past due because based on its history these receivables are generally not recovered. As of December 31, 2025 and 2024, the provision for expected credit losses was recorded for 70 and 41 respectively. The changes in the provision for expected credit losses of trade and other receivables are as follows: As of December 31,2025 As of December 31,2024 As of December 31,2023 Amounts at beginning of year (41) (52) (231) Allowances for expected credit losses (Note 7) (44) — — Foreign exchange differences 15 11 179 Amounts at end of year (70) (41) (52) As of the date of these consolidated financial statements, maximum exposure to credit risk is related to the carrying amount of each class of accounts receivable. F-54
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 17. Financial assets and liabilities 17.1 Borrowings As of December 31,2025 As of December 31,2024 Noncurrent Borrowings 2,803,982 1,402,343 Total noncurrent 2,803,982 1,402,343 Current Borrowings 350,095 46,224 Total current 350,095 46,224 Total Borrowings 3,154,077 1,448,567 Below are the maturity dates of Company borrowings (excluding lease liabilities) and their exposure to interest rates: As of December 31,2025 As of December 31,2024 Fixed interest Less than 1 year 322,766 45,381 From 1 to 2 years 348,369 185,356 From 2 to 5 years 392,044 404,395 Over 5 years 1,666,879 787,592 Total 2,730,058 1,422,724 Variable interest Less than 1 year 27,329 843 From 1 to 2 years 105,677 25,000 From 2 to 5 years 291,013 — Over 5 years — — Total 424,019 25,843 Total Borrowings 3,154,077 1,448,567 See Note 17.5.2 for information on the fair value of the borrowings. F-55
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The carrying amounts of Vista Argentina’s and Vista Lach’s borrowings as of December 31, 2025 and 2024 are as follows: i) Loans: Company Execution date Currency Principal Interest Annualrate Maturity date As of December31, 2025 As of December31, 2024 Santander International January, 2021 USD 11,700 Fixed 1.80% January, 2026 68(1) 68(1) Santander International July, 2021 USD 43,500 Fixed 2.05% July, 2026 77(1) 79(1) Santander International January, 2022 USD 13,500 Fixed 2.45% January, 2027 28(1) 28(1) ConocoPhillips Company January, 2022 USD 25,000 Variable SOFR + 2.01 (2) % September, 2026 25,734 25,843 Citibank N.A. April, 2024 USD-linked(3) 20,000 Fixed 5.00% April, 2026 20,108 (4) 20,009 Banco Patagonia S.A. July, 2024 USD 548 Fixed 11.00% January, 2025 — 144 Citibank N.A. January, 2025 USD-linked(3) 25,000 Fixed 5.00% April, 2026 25,160 (4) — Citibank N.A. May, 2025 USD-linked(3) 40,000 Fixed 5.00% May, 2027 40,143 (4) — Citibank N.A. June, 2025 USD-linked(3) 10,000 Fixed 5.00% May, 2027 10,037 (4) — Banco de Galicia y Buenos Aires S.A.U. July, 2025 USD 100,000 Fixed 8.80% July, 2030 100,927 (4) — Industrial and Commercial Bank of China S.A.U. July, 2025 USD 50,000 Variable SOFR + 4.00 (2) % July, 2030 50,255 (4) — Itaú Unibanco S.A., Nassau Branch July, 2025 USD 250,000 Variable SOFR + 4.50 (2) % July, 2030 246,931 (4) — Industrial and Commercial Bank of China S.A.U. July, 2025 USD 100,000 Variable SOFR + 4.00 (2) % July, 2030 101,099 (4) — BBVA Argentina S.A. December, 2025 USD 40,000 Fixed 3.50% April, 2026 40,008 — Vista Argentina’s loans 660,575 46,171 Banco de Galicia y Buenos Aires S.A.U. March, 2025 USD 30,000 Fixed 7.60% March, 2026 31,836 — Banco de Galicia y Buenos Aires S.A.U. May, 2025 USD 30,000 Fixed 6.25% January, 2026 410 — Banco de Galicia y Buenos Aires S.A.U. June, 2025 USD 20,000 Fixed 8.00% January, 2026 20,912 — Vista Lach’s loans 53,158 — Total loans 713,733 46,171 F-56
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) ii) Corporate bond (“ON” by Spanish acronym) issued by Vista Argentina, under the name “Programa de Notas” approved by National Securities Commission in Argentina (“CNV” by its Spanish acronym).: Instrument Execution date Currency Principal Interest Annualrate Maturity date As of December31, 2025 As of December31, 2024 ON XII August, 2021 USD-linked (3) 100,769 Fixed 5.85% August, 2031 87,233 97,467 ON XV December, 2022 USD 13,500 Fixed 4.00% January, 2025 — 13,539 ON XVI December, 2022 USD-linked (3) 104,236 Fixed 0.00% June, 2026 104,151 103,954 ON XVII December, 2022 USD-linked (3) 39,118 Fixed 0.00% December, 2026 39,064 37,805(5) ON XVIII March, 2023 USD-linked (3) 118,542 Fixed 0.00% March, 2027 118,319 115,657 (5) ON XIX March, 2023 USD-linked (3) 16,458 Fixed 1.00% March, 2028 16,432 16,414 ON XX June, 2023 USD 13,500 Fixed 4.50% July, 2025 — 13,477 ON XXI August, 2023 USD-linked (3) 70,000 Fixed 0.99% August, 2028 69,899 67,170(5) ON XXII December, 2023 USD 14,669 Fixed 5.00% June, 2026 14,726 14,657 ON XXIII March, 2024 USD 92,203 Fixed 6.50% March, 2027 73,463(5) 73,291(5) ON XXIV May, 2024 USD 46,562 Fixed 8.00% May, 2029 46,942 46,860 ON XXV July, 2024 USD-linked (3) 53,195 Fixed 3.00% July, 2028 53,239 53,111 ON XXVI October, 2024 USD 150,000 Fixed 7.65% October, 2031 151,747 151,573 ON XXVII December, 2024 USD 600,000 Fixed 7.63% December, 2035 597,954 (4) 597,421 (4) ON XXVIII March, 2025 USD 92,414 Fixed 7.50% March, 2030 94,038 — ON XXIX June, 2025 USD 900,000 Fixed 8.50% June, 2033 899,341 (4) — ON XXX October, 2025 USD 73,256 Fixed 6.00% April, 2027 73,796 — Total ONs 2,440,344 1,402,396 Total Borrowings 3,154,077 1,448,567 (1) As of December 31, 2025 and 2024, it includes 24,350 of collateralized capital. (2) Secured Overnight Financing Rate (“SOFR”). (3) Subscribed in USD, payable in ARS at the exchange rate applicable on maturity date. (4) Includes the Company’s obligation to comply with certain financial ratios and debt service coverage requirements (the “covenants”). Non-compliance with these covenants could restrict the ability of the Company and its subsidiaries to, among other things, pay dividends, provide guarantees, incur additional indebtedness, or dispose of material assets. As of December 31, 2025, the Company was in compliance with all financial covenants and other commitments associated with such borrowings and ON. (5) As of December 31, 2025, the carrying amount of ON XXIII include 20,000 ONs repurchased by the Company, and as of December 31, 2024, the carrying amounts of ONs XVII; XVIII; XXI and XXIII include 1,200; 2,500; 2,650 and 20,000, respectively, of ONs repurchased by the Company. See Note 34 for information on subsequent borrowings events. Under the aforementioned program, Vista Argentina may list ON in Argentina for a total principal up to 3,000,000 or its equivalent in other currencies at any time. F-57
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 17.2 Changes in liabilities from financing activities Changes in the borrowings were as follows: As of December 31,2025 As of December 31,2024 Amounts at beginning of year 1,448,567 616,055 Proceeds from borrowings 2,838,173 1,320,897 Incorporation through Business Combination (Note 32) 50,505 — Payment of borrowings principal (1,173,623) (470,351) Payment of borrowings interest (148,310) (53,897) Payment of borrowings cost (17,935) (7,631) Borrowings interest (1) (Note 10.2) 163,356 62,499 Amortized cost (1) (Note 10.3) 7,880 1,649 Changes in foreign exchange rate (1) (14,536) (20,654) Amounts at end of year 3,154,077 1,448,567 (1) These transactions did not generate cash flows. 17.3 Warrants In the Initial Public Offering (“IPO”), the Company placed 65,000,000 warrants to purchase a third of Series A ordinary shares at an exercise price of 11.50 USD/share, which they expired on April 4, 2023, or earlier if the closing price of a Series A share is equal to or higher than the price equal to USD 18.00, and the Company opts for the early termination of the exercise term. Should the Company opt for the early termination, it will be entitled to declare that Series A warrants will be exercised “with no payment in cash.” Should the Company opt for the exercise with no payment in cash, the holders of Series A warrants that choose to exercise the option should deliver and receive a variable number of Series A shares resulting from the formula established in the deed of issue of warrants that captures the average of the equivalent in USD of the closing price of Series A shares during a 10-day period. Almost at the same time, the Company’s promoters purchased 29,680,000 warrants to purchase a third of Series A ordinary shares at an exercise price of 11.50 USD/share (the “warrants”) for 14,840 in a private placement made at the same time as the IPO closing in Mexico. The warrants exercise period began on August 15, 2018. On February 13, 2019, the Company completed the sale of 5,000,000 warrants for the purchase of a third of Series A ordinary shares in agreement with the forward purchase agreement and certain subscription commitment at an exercise price of 11.50 USD/share (the “warrants”). On October 4, 2022, through the meeting of holders of the Warrants issued by the Company (identified with the ticker symbol “VTW408A-EC001” - the “Warrants”), approved a cashless exercise mechanism that entitles the holders to obtain 1 Series A share representative of the capital stock of the Company for each 31 Warrants owned. In this way, for the year ended December 31, 2023, all of the Warrants were exercised, resulting in the issuance of 1,176,811 Series A shares with no nominal value, for a total amount of 32,144. As of December 31, 2025, and 2024, the amount resulting from the aforementioned exchange is presented in the consolidated statement of financial position under the heading “Other equity instruments”. As of the date of these consolidated financial statements, there are no optional stocks pending to be exercised or outstanding. F-58
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 17.4 Financial instruments by category The following chart includes the financial instruments broken down by category: As of December 31, 2025 Financialassets / liabilities atamortized cost Financialassets / liabilitiesat fair value Total financialassets / liabilities Assets Plan assets (Note 23) — 1,865 1,865 Trade and other receivables (Note 16) 130 — 130 Total noncurrent financial assets 130 1,865 1,995 Cash, bank balances and other short-term investments (Note 20) 90,414 109,433 199,847 Trade and other receivables (Note 16) 200,856 — 200,856 Total current financial assets 291,270 109,433 400,703 Liabilities Borrowings (Note 17.1) 2,803,982 — 2,803,982 Trade and other payables (Note 26) 292,236 — 292,236 Lease liabilities (Note 14) 88,451 — 88,451 Total noncurrent financial liabilities 3,184,669 — 3,184,669 Borrowings (Note 17.1) 350,095 — 350,095 Trade and other payables (Note 26) 419,130 — 419,130 Lease liabilities (Note 14) 55,452 — 55,452 Total current financial liabilities 824,677 — 824,677 As of December 31, 2024 Financialassets / liabilities atamortized cost Financialassets / liabilitiesat fair value Total financialassets / liabilities Assets Trade and other receivables (Note 16) 1,654 — 1,654 Total noncurrent financial assets 1,654 — 1,654 Cash, bank balances and other short-term investments (Note 20) 119,841 124,065 243,906 Trade and other receivables (Note 16) 121,099 — 121,099 Total current financial assets 240,940 124,065 365,005 Liabilities Borrowings (Note 17.1) 1,402,343 — 1,402,343 Lease liabilities (Note 14) 37,638 — 37,638 Total noncurrent financial liabilities 1,439,981 — 1,439,981 Borrowings (Note 17.1) 46,224 — 46,224 Trade and other payables (Note 26) 487,186 — 487,186 Lease liabilities (Note 14) 58,022 — 58,022 Total current financial liabilities 591,432 — 591,432 F-59
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Below are income, expenses, profit, or loss from each financial instrument broken down by category: For the year ended December 31, 2025 Financialassets / liabilities atamortized cost Financialassets / liabilities atfair value Total financialassets / liabilities Interest income (Note 10.1) 10,594 — 10,594 Interest expense (Note 10.2) (163,356) — (163,356) Amortized cost (Note 10.3) (7,880) — (7,880) Net changes in foreign exchange rate (Note 10.3) (144) — (144) Discount of assets and liabilities at present value (Note 10.3) (23,652) — (23,652) Changes in the fair value of financial assets (Note 10.3) — 18,471 18,471 Interest expense on lease liabilities (Note 10.3) (3,320) — (3,320) Discount for well plugging and abandonment (Note 10.3) (2,434) — (2,434) Other taxes interests (Note 10.3) (55,101) — (55,101) Other (Note 10.3) (14,123) — (14,123) Total (259,416) 18,471 (240,945) For the year ended December 31, 2024 Financialassets / liabilities atamortized cost Financialassets / liabilities atfair value Total financialassets / liabilities Interest income (Note 10.1) 4,535 — 4,535 Interest expense (Note 10.2) (62,499) — (62,499) Amortized cost (Note 10.3) (1,649) — (1,649) Net changes in foreign exchange rate (Note 10.3) (453) — (453) Discount of assets and liabilities at present value (Note 10.3) 933 — 933 Changes in the fair value of financial assets (Note 10.3) — 14,120 14,120 Interest expense on lease liabilities (Note 10.3) (3,093) — (3,093) Discount for well plugging and abandonment (Note 10.3) (1,312) — (1,312) Other (Note 10.3) 14,855 — 14,855 Total (48,683) 14,120 (34,563) For the year ended December 31, 2023 Financialassets / liabilities atamortized cost Financialassets / liabilities atfair value Total financialassets / liabilities Interest income (Note 10.1) 1,235 — 1,235 Interest expense (Note 10.2) (21,879) — (21,879) Amortized cost (Note 10.3) (1,810) — (1,810) Net changes in foreign exchange rate (Note 10.3) 18,458 — 18,458 Discount of assets and liabilities at present value (Note 10.3) 2,137 — 2,137 Changes in the fair value of financial assets (Note 10.3) — 19,437 19,437 Interest expense on lease liabilities (Note 10.3) (2,894) — (2,894) Discount for well plugging and abandonment (Note 10.3) (2,387) — (2,387) Remeasurement in borrowings (Note 10.3) (72,044) — (72,044) Other (Note 10.3) (26,381) — (26,381) Total (105,565) 19,437 (86,128) F-60
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 17.5 Fair value This note includes information on the Company’s method for assessing the fair value of its financial assets and liabilities. 17.5.1 Fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis The Company classifies the measurements at fair value of financial instruments using a fair value hierarchy, which shows the relevance of the variables applied to carry out these measurements. The fair value hierarchy has the following levels: • Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities; • Level 2: data other than the quoted prices included in Level 1 that are observable for assets or liabilities, either directly (that is prices) or indirectly (that is derived from prices); • Level 3: data on the asset or liability that are based on information that cannot be observed in the market (that is, non-observable data). The following chart shows the Company’s financial assets measured at fair value as of December 31, 2025 and 2024: As of December 31, 2025 Level 1 Level 2 Level 3 Total Assets Financial assets at fair value through profit or loss Plan assets 1,865 — — 1,865 Short-term investments 109,433 — — 109,433 Total assets 111,298 — — 111,298 As of December 31, 2024 Level 1 Level 2 Level 3 Total Assets Financial assets at fair value through profit or loss Short-term investments 124,065 — — 124,065 Total assets 124,065 — — 124,065 The value of financial instruments traded in active markets is based on quoted market prices as of the date of these accompanying consolidated financial statements. A market is considered active when quoted prices are available regularly through a stock exchange, a broker, a specific sector entity or regulatory agency, and these prices reflect regular and current market transactions between parties at arm’s length. The quoted market price used for financial assets held by the Company is the current offer price. These instruments are included in Level 1. For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. These valuation techniques maximize the use of observable market data, when available, and minimize the use of Company’s specific estimates. Should all significant variables used to establish the fair value of a financial instrument be observable, the instrument is included in Level 2. Should one or more variables used in determining the fair value not be observable in the market, the financial instrument is included in Level 3. There were no transfers between Level 1, Level 2 and Level 3 from December 31, 2024, through December 31, 2025. F-61
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 17.5.2 Fair value of financial assets and liabilities that are not measured at fair value (but require fair value disclosures) Except for the information included in the following chart, the Company considers that the carrying amounts of financial assets and liabilities recognized in the consolidated financial statements approximate to its fair values, as explained in the related notes. As of December 31, 2025 Carryingamount Fairvalue Level Liabilities Borrowings 3,154,077 3,181,115 2 Total liabilities 3,154,077 3,181,115 As of December 31, 2024 Carryingamount Fairvalue Level Liabilities Borrowings 1,448,567 1,391,352 2 Total liabilities 1,448,567 1,391,352 17.6 Risk management objectives and policies concerning financial instruments 17.6.1 Financial risk factors The Company’s activities are exposed to several financial risks: market risk (including exchange rate risk, price risk and interest rate risk), credit risk and liquidity risk. Financial risk management is included in the Company’s global policies, and it adopts a comprehensive risk management policy focused on tracking risks affecting the entire Company. This strategy aims at striking a balance between profitability targets and risk exposure levels. Financial risks are derived from the financial instruments to which the Company is exposed during period or as of every year. The Company’s financial department controls financial risk by identifying, assessing and covering financial risks. The risk management systems and policies are reviewed regularly to show the changes in market conditions and the Company’s activities. This section includes a description of the main risks and uncertainties, which may adversely affect the Company’s strategy, performance, operational results and financial position. 17.6.1.1 Market risk (i) Exchange rate risk The Company’s financial position and results of operations are sensitive to exchange rate changes between USD and ARS. As of December 31, 2025 and 2024, the Company performed foreign exchange currency transactions and the impact in the results of the year is recognized in the consolidated statement of profit or loss “Other financial income (expense)”. Most Company revenues are denominated in USD, or the changes in sales follow the changes in USD listed price. During the years ended December 31, 2025 and 2024, ARS depreciated by about 41% and 28%, respectively. The following chart shows the sensitivity to a modification in the exchange rate of ARS to USD while maintaining the remainder variables constant. Impact on profit before taxes is related to changes in the fair value of monetary assets and liabilities denominated in currencies other than the USD, the Company’s functional currency. The Company’s exposure to changes in foreign exchange rates for the remainder currencies is immaterial. As of December 31,2025 As of December 31,2024 Changes in exchange rate +/- 10% +/- 10% Effect on profit or loss before income taxes 8,169 / (8,169) 38,108 / (38,108) Effect on equity before income taxes 8,169 / (8,169) 38,108 / (38,108) F-62
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Inflation in Argentina As of December 31, 2025, and 2024, the 3-year cumulative inflation rate stood at about 792% and 1,219%, respectively. For the years ended December 31, 2025 and 2024, the inflation rate was 31.5% and 117.8%, respectively. (i) Price risk The Company’s investments in financial assets classified “at fair value through profit or loss” are sensitive to the risk of changes in market prices derived from uncertainties on the future value of these financial assets. The Company estimates that provided that the remainder variables remain constant, a revaluation (devaluation) of market price will give rise to the following increase (decrease) in profit (loss) for the year before taxes: As of December 31,2025 As of December 31,2024 Changes in Argentine government bonds +/- 10% +/- 10% Effect on profit before income tax 666 / (666) 869 / (869) Changes in mutual funds +/- 10% +/- 10% Effect on profit before income tax 10,277/ (10,277) 11,537/ (11,537) (iii) Interest rate risk The purpose of interest rate risk management is to minimize finance costs and limit the Company’s exposure to interest rate increases. Variable-rate indebtedness exposes the Company’s cash flows to interest rate risk due to potential volatility. Fixed-rate indebtedness exposes the Company to interest rate risk on the fair value of its liabilities as they could be considerably higher than variable rates. As of December 31, 2025 and 2024, about 13% and 2% of indebtedness was subject to variable interest rates, respectively. For the years ended December 31, 2025 and 2024 the average interest rate for borrowings in ARS was 38.08% and 41.98%, respectively. For the years ended December 31, 2025 and 2024 the variable interest rate of borrowings denominated in USD stood at 7.97% and 7.42%, respectively. The Company expects to lessen its interest rate exposure by analyzing and assessing (i) the different sources of liquidity available in domestic and international financial and capital markets (if available); (ii) alternative (fixed or variable) interest rates, currencies and contractual terms available for companies in a sector, industry and risk similar to the Company’s; and (iii) the availability, access and cost of interest rate hedge contracts. Hence, the Company assesses the impact on profit or loss of each strategy on the obligations that represent the main positions to the main interest-bearing positions. The Company considers that the risk of an increase in interest rates is low; therefore, it does not expect substantial debt risk. For the years ended December 31, 2025 and 2024, the Company did not use derivative financial instruments to mitigate interest rate risks. 17.6.1.2 Credit risk The Company establishes credit limits according to Management definitions based on internal or external ratings. It performs ongoing credit assessments on the customers’ financial capacity, which minimizes the potential risk of doubtful accounts. The customer’s credit risk is managed according to the Company’s procedures and controls. Pending accounts receivable are monitored on a regular basis. F-63
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Credit risk represents the exposure to potential losses from customer noncompliance with the obligations assumed. This risk is mainly derived from economic and financial factors. The Company established a reserve for expected credit losses that represents the best estimate of potential losses related to trade and other receivables. The Company has the following credit risk concentration with respect to its interest in all receivables as of December 31, 2025, and 2024, and revenue per year. As of December 31, 2025 As of December 31, 2024 Percentages to total trade receivables: Customers Chevron Products Company 29% -% ENAP Refinerías S.A. 22% 28% Trafigura 16% -% Raizen Argentina S.A.U. 12% 28% Pemex -% 15% For the year endedDecember 31,2025 For the year endedDecember 31,2024 Percentages to revenue from contracts with customers per product: Crude oil ENAP Refinerías S.A. 21% 15% Raizen Argentina S.A.U. 15% 25% Trafigura 15% 20% Trafigura Pte LTD 15% 19% Natural gas Compañía Administradora del Mercado Mayorista Eléctrico S.A 25% 13% Cinergia Chile S.p.a 14% 28% No other individual customer has an interest in total trade receivables or revenue exceeding 10% for the years reported. The Company keeps no securities as insurance. It assesses risk concentration with respect to trade and other receivables as high because its customers are concentrated as detailed below. Below is the information on the credit risk exposure of the Company’s trade receivables (Note 16): As of December 31, 2025 To fall due Less than 90days More than90 days Total Gross amount at default of oil, gas and GLP accounts receivable 183,186 3,217 70 186,473 Expected credit losses — — (70) (70) Net amount at default of oil, gas and GLP accounts receivable 186,403 F-64
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) As of December 31, 2024 To fall due Less than 90days More than90 days Total Gross amount at default of oil, gas and GLP accounts receivable 74,391 2,960 41 77,392 Expected credit losses — — (41) (41) Net amount at default of oil, gas and GLP accounts receivable 77,351 The credit risk of mutual funds and other financial investments is limited since the counterparties are banks with high credit ratings. If there are no independent risk ratings, the risk control area assesses the customer’s solvency based on prior experiences and other factors. 17.6.1.3 Liquidity risk Liquidity risk is related to the Company’s capacity to finance its commitments and carry out its business plans with stable financial sources, indebtedness level and the maturity profile of the financial payable. The Company’s Finance department makes cash flow projections. The Company supervises the updated projections on liquidity requirements to ensure the sufficiency of cash and liquid financial instruments to meet operating needs. These projections consider the plans to finance if applicable, external regulatory or legal requirements, such as, for example, restrictions in the use of foreign currency. Excess cash flow and the amounts above the working capital requirement are managed by the Finance department that mainly invests the surplus in mutual funds and money market funds by choosing instruments with timely due dates and currencies and proper credit quality and liquidity to provide sufficient margin according to the aforementioned projections. The Company diversifies its sources of funding between banks and capital markets and is exposed to refinancing risk upon expiry. Below is the assessment of the Company’s liquidity risk as of December 31, 2025, and 2024: As of December 31, 2025 As of December 31, 2024 Current assets 895,540 1,052,271 Current liabilities 1,036,223 1,057,754 Liquidity index 0.864 0.994 The following table includes an analysis of the Company’s financial liabilities grouped according to their maturity dates and considering the remainder period until contractual expiry date as from the date of the financial statements. The amounts included in the table are no discounted contractual cash flows. F-65
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) As of December 31, 2025 Financialliabilities exceptborrowings Borrowings Total To fall due: Less than 1 year 474,582 350,095 824,677 From 1 to 2 years 117,025 454,046 571,071 From 2 to 5 years 30,740 683,057 713,797 Over 5 years 232,922 1,666,879 1,899,801 Total 855,269 3,154,077 4,009,346 As of December 31, 2024 Financialliabilities exceptborrowings Borrowings Total To fall due: Less than 1 year 545,208 46,224 591,432 From 1 to 2 years 14,453 210,356 224,809 From 2 to 5 years 17,310 404,395 421,705 Over 5 years 5,875 787,592 793,467 Total 582,846 1,448,567 2,031,413 Note 18. Investments in associates As of December 31, 2025, and 2024, the Company holds the following interests in associates: Company Equity interest Income (loss) from investments inassociates Investments inassociates As ofDecember 31,2025 As ofDecember 31,2024 Year endedDecember 31,2025 Year endedDecember 31,2024 Year endedDecember 31,2023 As ofDecember 31,2025 As ofDecember 31,2024 Main activity VMOS S.A. 10.2% 14.1% (5,214) — — 30,702 12 Midstream Other — — — — — 23,840 11,894 — Total investments in associates (5,214) — — 54,542 11,906 For the years ended December 31, 2025, 2024 and 2023, the Company made payments related to investment in associates for 56,706, 3,287 and 2,176, respectively. VMOS S.A. On December 13, 2024, the Company, through its subsidiary Vista Argentina, signed an agreement with YPF, Pampa Energía S.A. and Pan American Sur S.A. (hereinafter, the “initial shareholders”) to acquire a minority interest in VMOS S.A. was created to develop the Vaca Muerta Sur project, the purpose of which is to build a crude oil export pipeline, a loading and unloading port terminal with interconnected single buoy moorings, a tank yard and the ancillary facilities related to such assets (the “Project”). The main pipeline will have a total length of 437 kilometers, connecting the Allen pumping station to Punta Colorada, with a transport capacity of 550,000 barrels of crude oil per day (“bbl/d”), expandable up to 700,000 bbl/d. The project is currently under construction, with activity advancing across different work fronts, and commercial operations are expected to begin in the first quarter of 2027. This Project will require an estimated investment of 3 billion, to be funded through shareholder contributions and third-party financing. F-66
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) As of December 31, 2025, the Company has been awarded a transportation, storage and dispatch capacity of 50,000 bbl/d in the Project, and holds a 10.20% interest, which it recognizes under the equity method As of December 31, 2025, and 2024, VMOS S.A. reported total equity of 301,010 and 85, respectively, and for the year ended December 31, 2025, it recorded a net loss of 51,366. See Note 34 for more information. Note 19. Inventories As of December 31,2025 As of December 31,2024 Crude oil stock (Note 6.2) 6,881 4,384 Materials and spare parts 2,575 2,082 Assigned crude oil stock 1 3 Total inventories 9,457 6,469 Note 20. Cash, bank balances and other short-term investments As of December 31,2025 As of December 31,2024 Cash in banks 333,002 520,401 Mutual funds 102,768 115,368 Money market funds 90,414 119,841 Argentine government bonds 6,665 8,697 Other investments 5,553 — Total cash, bank balances and other short-term investments 538,402 764,307 Cash and cash equivalents include cash on hand and at bank and investments maturing within 3 months. For the consolidated statement of cash flows purposes below is the reconciliation between cash, bank and short-term investments and cash and cash equivalents: As of December 31,2025 As of December 31,2024 Cash, bank balances and other short-term investments 538,402 764,307 Less Argentine government bonds (6,665) (8,697) Other investments (5,553) — Cash and cash equivalents 526,184 755,610 F-67
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 21. Capital stock and capital risk management 21.1 Capital stock The following chart shows a reconciliation of the movements in the Company’s capital stock for the years ended December 31, 2025, 2024 and 2023: Series A Series C Total Amounts as of December 31, 2022 517,873 — 517,873 Number of shares 88,406,478 2 88,406,480 Cashless exercises of warrants — — — Number of shares 1,176,811 — 1,176,811 Shares to be granted in LTIP 1 — 1 Number of shares 5,772,141 — 5,772,141 Amounts as of December 31, 2023 517,874 — 517,874 Number of shares 95,355,430 2 95,355,432 Reduction of capital stock (19,965) — (19,965) Number of shares — — — Share repurchase (99,846) — (99,846) Number of shares repurchased (2,081,198) — (2,081,198) Shares to be granted in LTIP 1 — 1 Number of shares 2,011,219 — 2,011,219 Amounts as of December 31, 2024 398,064 — 398,064 Number of shares 95,285,451 2 95,285,453 Issuance of shares 299,687 — 299,687 Number of shares 7,297,507 — 7,297,507 Reduction of capital stock (156,587) — (156,587) Number of shares — — — Share repurchase (50,000) — (50,000) Number of shares repurchased (1,213,371) — (1,213,371) Shares to be granted in LTIP 1 — 1 Number of shares 2,930,116 — 2,930,116 Amounts as of December 31, 2025 491,165 — 491,165 Number of shares 104,299,703 2 104,299,705 1) Series A Shares i) Warrants On October 4, 2022, through the meeting of holders of the Warrants issued by the Company (identified with the ticker symbol “VTW408A-EC001” – the “Warrants”), a cashless exercise mechanism was implemented that entitles the holders, to obtain 1 Series A share representative of the capital stock of the Company for each 31 Warrants owned (Note 18.3). On March 15, 2023, by virtue of an automatic exercise enabled by the CNBV, all outstanding warrants were exercised and consequently 1,176,811 Series A shares were issued for a total amount of 32,144. As of December 31, 2025 and 2024, the amount resulting from the exchange is shown in the consolidated statement of financial position under the heading “Other equity instruments”. F-68
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) ii) Other Series A shares movements On April 11, 2025, by virtue of the Transaction mentioned in Notes 1.2.2 and 32, the Board of Directors approved an increase in the variable portion of the capital stock by 299,687 and the issuance of 7,297,507 Series A shares. On December 3, 2025 and December 5, 2024, the Board of Directors Meeting approved the reduction of the variable portion of the Company’s capital stock of 156,587 and 19,965, respectively, for the absorption of accumulated losses as of October 31, 2025, and 2024, shown on the Company’s nonconsolidated financial statements. This transaction did not require the cancellation of Series A shares as they have no nominal value. Likewise, this operation did not generate any tax effect in Mexico. For the years ended December 31, 2025 and 2024 the Company repurchased 1,213,371 and 2,081,198 Series A shares for a total amount of 50,000 and 99,846, respectively. This operation did not generate any tax effect in Mexico. For the years ended December 31, 2025 and 2024, the Company issued 2,930,116 and 2,011,219 Series A shares related to the LTIP granted by the Company. As of December 31, 2025 and 2024, the Company’s authorized capital includes 24,492,536 and 33,506,788 Series A shares, respectively held in Treasury. 2) Series C The variable portion of capital stock is an unlimited amount according to the Company’s bylaws and laws applicable, whereas the fixed amount is divided into 2 Series C shares. On March 17, 2023, Vista concluded a transaction that resulted in the acquisition of 2 Series C outstanding shares according to the share buy-back program authorized by the Company’s shareholders. These Series C shares are in the Company’s possession. 21.2 Legal reserve and share repurchase reserve (i) Legal reserve: Under Mexican Business Associations Law, the Company is required to allocate 5% of net profit for the year to increase the legal reserve until it is equal to 20% of capital based on the Company’s nonconsolidated financial statements. As of December 31, 2025 and 2024, the total amount of legal reserve is 8,233, respectively. (ii) Share repurchase reserve: On April 9, 2025 and on August 6, 2024, through the Ordinary General Shareholders’ Meeting, the Company’s shareholders approved an increase of the share repurchase reserve for 50,000, respectively, based on the Company’s nonconsolidated financial statements. As of December 31, 2025 and 2024, the Company’s share repurchase reserve amounted to 179,324 and 129,324, respectively. 21.3 Capital risk management Upon managing its capital, the Company aims at protecting its capacity to continue operating as a going concern and generate profit for its shareholders and benefits for other stakeholders, as well as maintain an optimal capital structure. The Company monitors its capital based on the leverage ratio. This ratio is calculated by dividing: (i) the net debt (borrowings and liabilities for leases less cash, banks and short-term investments) by (ii) total equity. F-69
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The leverage ratio as of December 31, 2025, and 2024, is as follows: As of December 31,2025 As of December 31,2024 Total borrowings and lease liabilities 3,297,980 1,544,227 Less: Cash, bank balances and other short-term investments (538,402) (764,307) Net debt 2,759,578 779,920 Total equity 2,511,594 1,621,213 Leverage ratio 109.87% 48.11% No changes were made in capital management policies or processes for the years ended December 31, 2025 and 2024. Note 22. Provisions As of December 31,2025 As of December 31,2024 Noncurrent Well plugging and abandonment 51,279 31,026 Environmental remediation 234 2,032 Total noncurrent provisions 51,513 33,058 Current Contingencies 5,244 14 Well plugging and abandonment 3,178 1,412 Environmental remediation 2,378 2,484 Total current provisions 10,800 3,910 22.1 Provision for well plugging and abandonment According to applicable regulations in the countries where the Company (either directly or indirectly through its subsidiaries) conducts oil and gas exploration and production activities, it should carry costs related to well plugging and abandonment. As of December 31, 2025 and 2024, the Company has a trust to plug and abandon wells in Mexico; however, it did not grant any asset as security to settle these obligations in Argentina. The provision for well plugging and abandonment represents the present value of dismantling costs related to oil and gas properties expected to be incurred through the end of each concession, when oil and gas producing wells to cease operations. These provisions were created based on the operator’s or the Company’s internal estimates, as appropriate. Assumptions based on the current economic context were made, so the Company considers that it is a reasonable basis to estimate future liabilities. These estimates are reviewed periodically to consider substantial changes in assumptions. However, the actual costs of well plugging and abandonment will ultimately depend on future market prices for the plugging and abandonment works needed. Moreover, wells will probably be plugged and abandoned when plots of land cease to produce at economically feasible rates. They will also depend on crude oil and natural gas future prices, which are uncertain by nature. The discount rate used in calculating the provision as of December 31, 2025, ranges between 3.19% and 6.68% whereas it ranges between 5.15% and 5.57% as of December 31, 2024. The Company conducted a sensibility analysis related to the discount rate. The increase or decrease of such rate by 10% would have 10% impact on well plugging and abandonment. F-70
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Below are the changes in the provision for well plugging and abandonment for the year: As of December 31,2025 As of December 31,2024 Amounts at beginning of year 32,438 15,287 Discount for well plugging and abandonment (Note 10.3) 2,434 1,312 Increase in the change in capitalized estimates (Note 12) 5,397 23,325 Incorporation through business combination (Note 1.2.2 and 32) 12,013 — Increase (decrease) in the change in estimates of conventional assets (1) 2,340 (7,486) Settlements (165) — Amounts at end of year 54,457 32,438 (1) See Note 3.2.8. 22.2 Provision for environmental remediation The Company performs environmental impact assessments for new projects and investments, and the environmental requirements and restrictions imposed on these new projects had no major adverse effects on the Company’s businesses to date. The Company conducted a sensibility analysis related to the discount rate. The increase or decrease of such rate by 10% would have no significant impact on the environmental remediation obligation. Below are the changes in the provision for environmental remediation for the year: As of December 31,2025 As of December 31,2024 Amounts at beginning of year 4,516 1,084 Increases (Note 9.2) 201 359 (Decrease) increase in the change in estimates of conventional assets (1) (611) 3,442 Foreign exchange differences (1,494) (369) Amounts at end of year 2,612 4,516 (1) See Note 3.2.8. 22.3 Provision for contingencies The Company (directly or indirectly through its subsidiaries) is part of commercial, tax and labor litigations and claims arising from the ordinary course of business. Upon estimating the amounts and likelihood of occurrence, the Company considered its best estimate with the assistance of legal advisors. The assessment of the estimates may change in the future due to new developments or unknown events upon assessing the provision. Consequently, the adverse resolution of the proceedings and claims assessed could exceed the provision set. The Company’s total claims, and legal actions amount to 5,244 and 14, from which it has estimated a probable total loss as of December 31, 2025 and 2024, respectively. The Company, considering its legal counsel’s opinion, estimates that the provision amount is sufficient to cover potential contingencies. It has booked a provision or disclosed all claims or other issues in these consolidated financial statements, either individually or in the aggregate. Below are the changes in the provision for contingencies for the year: As of December 31,2025 As of December 31,2024 Amounts at beginning of year 14 101 Incorporation through business combination (Note 1.2.2 and 32) 12,051 — Increases (Note 9.2) 735 688 Amounts incurred for payments/settlements (1) (3,512) (751) Foreign exchange differences (4,044) (24) Amounts at end of year 5,244 14 (1) For the years ended December 31, 2025 and 2024, includes 1,600 and 751 of payments, respectively.
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 23. Employee benefits The employee benefit plans originally applies to Company employees that meet certain conditions, such as, for example, having participated uninterruptedly in the defined benefit plan, and that, having joined the Company before May 31, 1995, they have the required number of years in service and are therefore eligible to a certain amount according to plan provisions. It is based on the last computable salary and the number of years worked after deducting the benefits from the Argentine pension system managed by the Federal Social Security Administration (“ANSES” by Spanish acronym). Upon retirement, these employees are entitled to a monthly payment at constant value that is updated every year-end by the Consumer Price Index (“IPC” by Spanish acronym) published by the Argentine Institute of Statistics and Census (“INDEC by Spanish acronym). If the variation exceeds 10% during a certain year, the payment will be adjusted temporarily once the percentage is exceeded. The plan is backed by assets deposited exclusively by the Company and with no employee contributions to the trust fund. Fund assets may be invested by the Company in monetary market instruments denominated in USD or certificates of deposit to preserve accumulated capital and obtain returns in line with a moderate risk profile. Funds are mainly invested in United States of America bonds, Treasury bonds and trade notes with quality ratings. The Bank of New York Mellon is the trustee, and Willis Towers Watson is the business agent. Should there be an excess (duly certified by an independent actuary) of funds to be used to settle the benefits granted under the plan, the Company will be entitled to use it, in which case the trustee should be notified. The following charts summarize the components of net expenses, and the obligation recognized in the consolidated financial statements: Year endedDecember 31,2025 Year endedDecember 31,2024 Year endedDecember 31,2023 Cost of interest (784) (476) (639) Cost of services (4) (13) (25) Settlement — — 364 Total (788) (489) (300) As of December 31, 2025 Present value ofthe obligation Plan assets Net liabilities Amounts at beginning of year (20,546) 4,578 (15,968) Items classified as loss or profit Cost of interest (993) 209 (784) Cost of services (4) — (4) Items classified in other comprehensive income Actuarial remeasurement 184 (148) 36 Payment of contributions 1,840 (1,346) 494 Amounts at end of year (19,519) 3,293 (16,226) As of December 31, 2024 Present value ofthe obligation Plan assets Net liabilities Amounts at beginning of year (11,295) 5,592 (5,703) Items classified as loss or profit Cost of interest (712) 236 (476) Cost of services (13) — (13) Items classified in other comprehensive income Actuarial remeasurement (10,331) 131 (10,200) Payment of contributions 1,805 (1,381) 424 Amounts at end of year (20,546) 4,578 (15,968) F-72
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The fair value of asset’s plan as of every year end per category, is as follows: As of December 31,2025 As of December 31,2024 US government bonds 1,865 — Cash and cash equivalents 1,428 4,578 Total 3,293 4,578 Below are the estimated payments of benefits expected for the next 10 years. The amounts in the chart show non discounted cash flows; thus, they do not reconcile with the obligations booked as of year-end: As of December 31,2025 As of December 31,2024 Less than 1 year 1,333 1,339 1 to 2 years 1,309 1,344 2 to 3 years 1,281 1,320 3 to 4 years 1,251 1,293 4 to 5 years 1,218 1,264 6 to 10 years 5,523 5,807 Below are the significant actuarial estimates used: As of December 31,2025 As of December 31,2024 Discount rate 5% 5% Asset rate of return 5% 5% Salary rise 1% 1% The following sensitivity analysis shows the effect of a variation in the discount rate and salaries increase on the obligation amount. (i) Should the discount rate be 1% higher (lower), the defined benefit obligation would decrease by 1,457 (increase by 1,688) as of December 31, 2025. (ii) If the expected rate of salary growth increase (decrease) by 1%, the defined benefit obligation will not be affected as of December 31, 2025, since all plan participants have reached retirement age and, therefore, their salary base is not subject to change. (iii) Should the discount rate be 1% higher (lower), the defined benefit obligation would decrease by 1,321 (increase by 1,539) as of December 31, 2024. (iv) Should the expected salary growth increase (decrease) by 1%, the defined benefit obligation would go up by 7 (go down by 5) as of December 31, 2024. This sensitivity analysis was determined based on reasonably possible changes in the related assumptions as of every reporting year-end based on a change in an assumption with the rest held constant. This is unlikely to occur in actual facts and the changes in some assumptions may be related. Therefore, the analysis may not be representative of the actual change in the defined benefit obligation. Moreover, upon filing the previous sensitivity analysis, the present value of the defined benefit obligation was calculated using the projected unit credit method as of every reporting year-end, which is the same as the method applied to calculate the defined benefit obligation liability recognized in the statement of financial position. F-73
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The methods and types of assumptions used in preparing the sensitivity analysis did not change with respect to the previous year. Note 24. Salaries and payroll taxes As of December 31,2025 As of December 31,2024 Current Provision for bonuses and incentives 25,658 23,450 Salaries and social security contributions 10,233 9,206 Total current salaries and payroll taxes 35,891 32,656 Note 25. Other taxes and royalties As of December 31,2025 As of December 31,2024 Current Royalties and others 28,662 26,008 Personal assets tax 11,122 8,132 Tax withholdings 2,936 12,497 Other 1,225 1,078 Total current other taxes and royalties 43,945 47,715 Note 26. Trade and other payables As of December 31,2025 As of December 31,2024 Noncurrent Payables to third parties (1) (2) 292,236 — Total other noncurrent accounts payables 292,236 — Total noncurrent trade and other payables 292,236 — Current Accounts payable: Suppliers 399,373 435,768 Customer advances — 37,651 Total current accounts payables 399,373 473,419 Other accounts payables: Payables to third parties (2) (3) 19,236 13,200 Extraordinary fee for Gas IV Plan 425 415 Payables to partners of joint operations 96 152 Total other current accounts payables 19,757 13,767 Total current trade and other payables 419,130 487,186 (1) As of December 31, 2025, mainly includes 222,749 in connection with the liability assumed for the acquisition of Vista Lach (Note 1.2.2 and 32). (2) As of December 31, 2025, includes 68,298 and 19,236 noncurrent and current payables to third parties, respectively, related to the Farmout Agreement mentioned in Note 1.2.1. (3) See Note 28.1.2. Other than mentioned above, due to the short-term nature of current trade and other payables, their carrying amount is deemed to be approximately as its fair value. The carrying amount of noncurrent trade and other payable does not differ considerably from its fair value. Note 27. Related parties transactions and balances Note 2.3 provides information on the Company’s structure. F-74
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) (i) Related parties transactions Management personnel compensation Below are the amounts recognized in the consolidated statements of profit or loss and other comprehensive income related to Company management personnel: Year endedDecember 31,2025 Year endedDecember 31,2024 Year endedDecember 31,2023 Share-based payment 48,149 28,776 18,618 Short-term benefits 22,099 20,861 13,959 Total compensation to management personnel 70,248 49,637 32,577 (ii) Related parties balances Related to the agreement mentioned in Note 18, as of December 31, 2024, the Company has granted an advanced to the VMOS S.A. of 4,741, booked under “Trade and other receivables” within the line “Balances with related parties” (Note 16). As of December 31, 2025 and 2024, other than mentioned above, the Company carries no other balances with related parties. Note 28. Commitments and contingencies 28.1 Commitments 28.1.1 Commitments for transportation services The Company, through its subsidiaries Vista Argentina and Vista Lach, entered into a series of agreements to expand its transport and storage capacity, which provide for investment commitments requiring upfront disbursements to be recovered through future tariff adjustments. As of December 31, 2025, and 2024, upfront payments made under such agreements amounted to 337,185 and 141,490, respectively, as broken down below: (i) Duplicar Plus Project – Oldelval (“Duplicar Project”) Duplicar Project consists of the expansion of the existing route of the crude oil transmission system between Allen and Puerto Rosales, operated by Oleoductos del Valle S.A. (“Oldelval”), a crude oil transmission concessioner, with a capacity of 50,000 m3/day. Under the Duplicar Project, Vista Argentina and Vista Lach have been awarded a transport capacity of 5,010 m3/day, and 2,756 m3/day, respectively, with committed upfront capital investment payments of 118,000 and 65,000, respectively, to be disbursed between 2023 and 2025. As of the date of these consolidated financial statements, Duplicar Project has been completed, and Vista Argentina and Vista Lach have fulfilled all their capital commitments and are recovering their capital investment through the monthly tariff. As of December 31, 2025 and 2024, the total amount related with this commitment is 206,358 and 121,813, respectively recognized in “Trade and other receivables” under “Advance payments for transportation services” (Note 16). (ii) Oiltanking Project Oiltanking Project consists of the expansion of the Puerto Rosales marine terminal and pumping station in which Oiltanking Ebytem S.A. (currently denominated Otamérica Ebytem S.A.) launched tenders for 300,000 m3 and 50,000 m3/day of storage and dispatching capacity, respectively. F-75
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Under the Oiltanking Project, Vista Argentina and Vista Lach have been awarded a storage and transport capacity of 35,666 m3 and 5,944 m3/day; and 19,620 m3 and 3,270 m3/day respectively, with committed upfront capital investment payments of 28,400 and 15,607, respectively, to be disbursed between 2023 and 2025. As of the date of these consolidated financial statements, the Company have fulfilled under the Oiltanking Project, and the aforementioned advances will be recovered through the monthly tariff as from 2026. As of December 31, 2025 and 2024, the Company made disbursements related to this commitment for an amount of 53,266 and 19,677, respectively recognized in “Trade and other receivables” under “Advance payments for transportation services” (Note 16). (iii) Agreement for “Vaca Muerta Norte” Field This agreement relates to the hydrocarbon transport concession in the Vaca Muerta Norte (“VMON” by its Spanish acronym) field, located in the Province of Neuquén, extending from the LACh area to Puesto Hernández. In 2023, the Company through its subsidiary Vista Argentina, entered into an agreement with YPF, Equinor Argentina B.V. Sucursal Argentina (“Equinor B.V.”) and Shell Argentina S.A. (“Shell”) whereby YPF, in its capacity as owner of VMON, assigns to the remainder parties an undivided interest of the rights and obligations over the mentioned Concession as described below: (i) 3.5% in favour of Equinor B.V.; (ii) 13.3% to Shell, and (iii) 8% to Vista Argentina. YPF led the construction of VMON, as well as its operation, maintenance and use. As of the date of these consolidated financial statements, VMON is operating and Vista Argentina has met all its related investment commitments. Also, Vista Lach was awarded a maximum transport capacity of 3,300 m3/d, with a committed upfront capital investment payment of 35,000, which has been fully met as of the date of issuance of these financial statements. As of December 31, 2025, the project has been completed, and Vista Lach is recovering its capital investment through the monthly tariff. As of December 31, 2025, the Company made disbursements related to this commitment for an amount of 32,260 recognized in “Trade and other receivables” under “Advance payments for transportation services” (Note 16). (iv) Agreement for Vaca Muerta Oleoducto Centro (“VMOC” by its Spanish acronym) The Company, through its subsidiaries Vista Argentina and Vista Lach, entered into agreements with YPF to render firm transport services in VMOC. To that end, they were awarded a crude oil transport capacity of 4,500 m3/d in Phase I (reaching 6,800 m3/d in Phase II), and 4,500 m3/day in Phase I, and decreasing volumes of 7,790, 5,250 and 3,180 m3/day for the periods 2027–2031, 2032–2036 and 2037–2040, respectively. Vista Argentina and Vista Lach undertook to pay a portion of the total capital expenditure required to build the VMOC. As of December 31, 2025, Phase I of the project has been completed, and the Company is recovering its capital investment through the monthly tariff. As of December 31, 2025, total amount related with this commitment for an amount of 45,301 recognized in “Trade and other receivables” under “Advance payments for transportation services” (Note 16). (v) Agreement for Vaca Muerta Oleoducto Sur (“VMOS” by its Spanish acronym) As disclosed in Note 18, as of December 31, 2025, the Company has been awarded transport, storage and delivery capacity under the VMOS Agreement for 50,000 bbl/d and holds a 10.20% interest recognized under the equity method under “Investment in associates” (Note 18). F-76
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 28.1.2 Commitments for the extension of (non-operated) conventional exploitation concessions and the associated transportation concessions Under the terms of the agreement signed with Tango for the transfer of conventional assets (Note 3.2.8), the Company retains the ownership of the Concessions and will pay the province the aforementioned amounts. However, Tango, as the operator, will reimburse Vista for the payments made in relation to these items. The extensions of concessions carried out during 2024 and 2025, together with the corresponding investment commitments for each case, as detailed bellow: (i) Entre Lomas and 25 de Mayo - Medanito S.E. and Jagüel de los Machos Rio Negro concessions. On December 6, 2024, through Decree No. 491/2024, the Province of Río Negro approved in favor of Vista Argentina the extension of (non-operated) conventional exploitation concessions for 10 years in the areas Entre Lomas and 25 de Mayo - Medanito S.E. and Jagüel de los Machos Rio Negro. Under the extension of the Concessions, the Company, through its subsidiary Vista Argentina, undertook to pay the Province of Río Negro: (i) 22,000 for the extension, and (ii) a contribution of 4,400 to support institutional development and strengthening. As of December 31, 2024, a total payment of 13,200 was made related to 50% of the commitments assumed. The amount owed is booked under “Trade and other payables” within the line “Payables to third parties” (Note 26). Also, the receivable from Tango for the same item is booked in “Trade and other receivables” within the line “Receivables from third parties” (Note 16). As of December 31, 2025, the commitment was fully settled. (ii) Entre Lomas Neuquén Concession On September 11, 2025, Vista Argentina submitted a request to the Province of Neuquén for the extension of the Entre Lomas Neuquén concession term by up to 10 years, with the current concession term expiring on January 21, 2026. On January 13, 2026, the Province granted a 60-day extension from expiry date through Decree No. 110/2026 to agree upon the terms and conditions governing the 10-year extension. 28.2 Contingencies (i) Asociación de Superficiarios de la Patagonia (“ASSUPA” by its Spanish acronym) On July 1, 2004, Vista Argentina was notified of a claim filed against it. In August 2003, ASSUPA filed a lawsuit against 18 companies operating exploitation concessions and exploration permits in the Neuquén basin. ASSUPA claims remediation for the environmental damages supposedly caused by hydrocarbon exploitation activities, the creation of an environment restoration fund, and the implementation of measures to prevent future environmental damages. The plaintiff called the meeting of the Argentine government, the Argentine Federal Council for the Environment (“COFEMA” by Spanish acronym), the Provinces of Buenos Aires, La Pampa, Neuquén, Río Negro and Mendoza, and the National Ombudsman. The plaintiff requested, as a precautionary measure, that the accused parties refrain from conducting activities that harm the environment. Both the subpoena of the National Ombudsman and the preliminary request were rejected by the Argentine Supreme Court of Justice (“CSJN” by its Spanish acronym). Vista Argentina responded the claim by requesting its dismissal and opposing to the plaintiff’s request. On December 30, 2014, the CSNJ issued two interlocutory orders. The order related to the Company supported the claim of the Provinces of Neuquén and La Pampa and declared that all environmental damages related to local and provincial situations were outside the scope of its original jurisdiction and that only “interjurisdictional situations” (such as the Río Colorado basin) would fall under its jurisdiction. The CSNJ also rejected the precautionary measures and other related proceedings. Vista Argentina, considering the legal counsel’s opinion, concluded that it is unlikely that a cash outflow be required to settle this obligation. As of the date of issuance of these financial statements, before the case is opened for trial, the parties are answering the notices served regarding the prior exceptions and challenges against the evidence filed, which are pending resolution. F-77
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 29. Operations in hydrocarbon consortiums 29.1 General considerations Hydrocarbon areas are operated by granting exploration permits or exploitation concessions by the federal or provincial government based on the free availability of hydrocarbons produced. 29.2 Oil and gas areas and interests in joint operations As of December 31, 2025, 2024 and 2023, the Company, through its subsidiaries, is the owner and part of the joint operations and consortia for oil and gas exploration and production, as shown below: 29.2.1 Bajada del Palo Oeste and Bajada del Palo Este areas On December 21, 2018, through Decree No. 2,357/18, the Province of Neuquén approved the division and conversion of the operating concession in Bajada del Palo; in two unconventional hydrocarbon operating concessions (“CENCH” by Spanish acronym) so-called Bajada del Palo Este and Bajada del Palo Oeste for 35 years, including the payment of 12% royalties for the new production of unconventional formations. This decree replaces the conventional operating concession initially granted and determines the term of the concessions until December 21, 2053. Under the granting of such unconventional exploitation concessions, Vista Argentina paid the Province of Neuquén the following amounts: (i) an exploitation bonus for 1,168; (ii) an infrastructure bonus totaling approximately 2,796; and (iii) an amount of 3,935 in connection with Corporate Social Responsibility. Additionally, Vista Argentina paid 1,102 in stamp tax and committed to a significant development and exploration plan for the area’s reserves Subsequently, the Company, through its subsidiary, entered into the following 2 agreements with Trafigura over the Bajada del Palo Oeste area, maintains the operation in Bajada del Palo Oeste and owns 100% in CENCH: (i) Farmout agreement I: signed on June 28, 2021, for the development of a total of 7 pads in Bajada del Palo Oeste area, which are in production as of the date of these consolidated financial statements. This agreement granted Trafigura contractual rights for 20% of hydrocarbon production from those pads, as well as the associated obligations 20% of investment costs, including, among others, royalties, direct taxes, and remainder operating and midstream costs. As part of the farmout agreement, Trafigura agreed to pay to Vista Argentina 25,000, of which 5,000 down payment; and the remainder through four payments of 5,000 for each pad, made at the start of hydrocarbon production from each of the pads. (ii) Farmout agreement II: signed on October 11, 2022, for the development of a total of 3 pads in Bajada del Palo Oeste area, which are in production as of the date of these consolidated financial statements. The aforementioned agreement granted Trafigura contractual rights for 25% of hydrocarbon production from those pads, as well as the associated obligations 25% of investment costs, including, among others, royalties, direct taxes, and remainder operating and midstream costs. As part of the farmout agreement, Trafigura agreed to pay to Vista Argentina 20,400, in 3 payments of 6,800 for each pad, made at the start of hydrocarbon production from each of the pads. Finally, on December 16, 2024, as mentioned in Note 1.2.1, the Company agreed to the assignment in its favor of Trafigura’s interest in farmout agreements I and II, effective as from January 1, 2025, from which date the Company obtained the rights to 100% of the production from the pads subject to those agreements. 29.2.2 Coirón Amargo Norte The Joint operating agreement (“JOA”) Coirón Amargo was originally formed and was owned an area located in the province of Neuquén made up of an operating concession (“Coirón Amargo Norte”) and an evaluation lot (“Coirón Amargo Sur”) due in 2036 and 2017, respectively. F-78
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) On July 11, 2016, the partners of UT Coirón Amargo signed agreements to assign their interests whereby the area was divided in 3 (three) independent lots: Coirón Amargo Norte (“CAN”), Coirón Amargo Suroeste (“CASO”) which was assigned to Shell on April 1, 2021, and Coirón Amargo Sur Este (“CASE”). As a consequence, CAN was made up of Vista Argentina, Madalena Energy Argentina S.R.L. (“Madalena”) and Gas y Petróleo del Neuquén S.A. (“G&P”) with 55%, 35% and 10%, respectively. Vista Argentina is the operator as from the date and the concession expires in 2036. According to the Operating Committee’ minutes of December 28, 2017, the carry agreement was signed; thus, the contributions made and to be made will be recognized as higher assets or expenses, as the case may be, in terms of the amounts actually disbursed by them, regardless of contractual equity interests. As from that date and until June 2020, Vista Argentina recognized its 61.11% interest in this joint operation, which is made up of its 55% contractual equity interest plus the 6.11% incremental portion acquired from G&P. On July 7, 2020, in agreement with Coirón Amargo Norte JOA, Vista Argentina, together with its partner G&P decided to remove Madalena from the agreement by subscribing addendum VIII to the venture agreement for the exploration and exploitation of CAN. Ministry of Energy and Natural Resources Resolution No. 71/20 approved addendum VIII to the venture agreement and Decree No. 1,292/2020 of November 6, 2020, ratified such approval retroactively. Consequently, the Company, through its subsidiary Vista Argentina, increased its interest in the aforementioned JOA from 55% to 84.62% for no consideration. As from that date, and maintaining the abovementioned carry system, the Company recognizes all its interests in this joint operation in its consolidated financial statements. 29.2.3 Águila Mora On August 22, 2018, APCO SAU signed an assignment agreement (the “Águila Mora swap agreement”) whereby: (i) Vista Argentina assigned to O&G Development Ltd S.A (actually “Shell”) a 35% nonoperated working interest in CASO’s oil & gas properties; and (ii) O&G assigned to Vista Argentina a 90% operated working interest in Águila Mora’s oil and gas properties, plus a contribution up to 10,000 to refurbish its existing water infrastructure to benefit Shell and Vista Argentina operations. Águila Mora swap agreement obtained the approvals from the Province of Neuquén on November 22, 2018. Therefore, as from that date, the Company acquired a 90% working interest in Águila Mora’s oil and gas properties, becoming the operator. Through Decree No. 2,597/19 granted by the Province of Neuquén whereby G&P was granted the unconventional operating concession of Águila Mora area for 35, expiring on November 29, 2054. Vista Argentina maintains for such area a carry agreement for the interest in G&P and includes all its interests in this joint operation in the consolidated financial statements. 29.2.4. Acambuco The Company, through its subsidiary Vista Argentina has a 1.5% working interest in operating concession Acambuco, located in the Northwest basin, Province of Salta. The operating concession operator is Pan American, with a 52% working interest. The remainder partners are YPF S.A., Shell, and Northwest Argentina Corporation with an equity of 22.5%, 22.5% and 1.5%, respectively. The operating concession Acambuco includes two operating plots: (i) San Pedrito, which was declared to be marketable on February 14, 2001, and expires in 2036; and (i) Macueta, which was declared to be marketable on February 16, 2005, and expires in 2040. 29.2.5 La Amarga Chica On December 10, 2014, YPF and PEPASA entered into the original joint venture agreement for the exploration, appraisal, exploitation and development of hydrocarbons in La Amarga Chica area, Province of Neuquén, each holding a 50% interest in the joint venture, operated by YPF. F-79
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The concession is effective for 25 years, expiring on December 18, 2049. As mentioned in Note 1.2.2, on April 15, 2025, the Company acquired PEPASA (currently, “Vista Lach”). Consequently, through an amendment to the joint venture agreement entered into on June 30, 2025, the partners amended their corporate name to “YPF S.A. – Vista Energy LACH S.A. UT.” 29.2.6 Aguada Federal and Bandurria Norte On September 16, 2021, the Company, through its subsidiary Vista Holding I, acquired 100% of the shares of AFBN; the owner of the 50% non-operated working interest in the Aguada Federal and Bandurria Norte concessions, granted by the Province of Neuquén and expiring in 2050. At that date, the concession were operated by Wintershall, which held the remaining 50% working interest. On January 17, 2022, the Company, through its subsidiary Vista Argentina, acquired the remaining 50% working interest in the Aguada Federal and Bandurria Norte concessions from Wintershall; and the Company became the operator of the 100% working interest. Under the second transaction terms, the Company paid a total amount of 140,000, of which 90,000 was paid on the date of the transaction, and the remaining 50,000, in 8 equal quarterly instalments starting on April 2022. During the year ended December 31, 2023, Vista paid 25,000. On September 14, 2022, the Province of Neuquén issued Presidential Decrees No. 1,851/22 and No. 1,852/22 approving the assignment of the aforementioned interests from Wintershall to Vista Argentina. Effective January 1, 2025, AFBN was merged into Vista Argentina, as a result of which the Aguada Federal and Bandurria Norte concessions are held at 100% working interest by Vista Argentina. For additional information, see Note 34. 29.3 Summarized financial information on the operated and nonoperated join operations Below is the summarized financial information on the operated and nonoperated joint operations involving the Company, which assets, liabilities, revenue and expenses are not fully consolidated in the Company’s financial statements. The summarized financial information disclosed below represents the amounts under IFRS accounting standards of the related interest: As of December 31,2025 As of December 31,2024 Assets Noncurrent assets 1,492,937 290,683 Current assets 9,599 402 Liabilities Noncurrent liabilities 22,543 2,428 Current liabilities 95,141 6,483 Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Operating costs (55,985) (2,081) (1,687) Depreciation, depletion and amortization (187,137) (62,751) (78,860) General and administrative expenses (30) (227) (846) Other operating income (expenses) 2,462 — — Impairment of long-lived assets — — (1,679) Financial results, net (1,101) (118) 1,561 Total (241,791) (65,177) (81,511) F-80
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) 29.4 Investment commitment As of December 31, 2025, the Company has the following main commitments pending execution: A- Argentina (i) In the area of Entre Lomas (Province of Río Negro) drill and complete 4 development wells for an estimate cost of 10,520; intervene 17 wells with workover, and abandon 12 wells for an estimated cost of 7,743; adjust existing and new facilities for an estimated cost of 3,117; and (ii) In the areas of 25 de Mayo – Medanito S.E. and Jagüel de los Machos (Province of Río Negro) drill and complete 5 development wells for an estimated cost of 7,685; intervene 11 wells with workover and abandon 19 wells for an estimated cost of 6,567; and adjust new and existing facilities for an estimated cost of 1,432. All of commitment mentioned above are subject to the conventional asset assignment agreement mentioned in Note 3.2.8, which establishes that investment commitments will be fully assumed by Tango, as the area operator and the extension of the concessions mentioned in Note 28.1.2. B- Mexico The Company has no commitments as of the date of the consolidated financial statements. Note 30. Tax regulations A- General 30.1 International tax reform pillar two model rules (“the model”) On May 23, 2023, the IASB issued amendments to IAS 12 to apply the pillar two model rules published by the Organization for Economic Co-operation and Development (“OECD”), which establish that this model applies to multinational enterprises with revenue in excess of Euros 750 million in their consolidated financial statements, they must pay a global minimum tax of 15%. The main IASB amendments are: (i) A mandatory temporary exception to the deferred taxes accounting from the jurisdictional implementation of pillar two income taxes and; (ii) Disclosure requirements for affected entities to help users of the financial information better understand an entity’s exposure to pillar two income taxes arising from that legislation, particularly before its effective date. Consequently, the Group assessed the Model’s potential income tax exposure based on the reports prepared by each country and the financial information reported by the subsidiaries and concluded that it has no relevant impact on the consolidated financial statements as of December 31, 2025 and 2024. The Group keeps track of the Model’s legislative changes and the regulations of the different countries to assess the potential impact that they may have on the Company’s consolidated cash flows, financial position, and profit or loss. B- Argentina 30.2 Income tax General As established by Law 27,630 issued in 2021, the applicable income tax rate for the Company, through its subsidiaries, is 35%. F-81
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) On December 4, 2023, the AFIP (Administración Federal de Ingresos Públicos, currently denominated Agencia de Recaudación y Control Aduanero “ARCA” by Spanish Acronym) issued General Resolution No. 5,453/2023, which establishes a one-time payment towards current income tax, for taxpayers who extract hydrocarbons, manufacture oil refinery products, and generate thermal power whose taxable income as of December 31, 2022, before computing prior-year net operating loss, is equal to or higher than ARS 600,000,000, and who have not assessed income tax for that same period, this one-time payment towards income tax amounts to 15% of such taxable income. As of December 31, 2024 and 2023, the Company, through its subsidiary Vista Argentina, made payments towards income tax for 2,974 and 3,031, respectively. Dividends Law No. 27,541 on “Social Solidarity and Production Reactivation in the Context of a Public Emergency”, enacted through Decree No. 58/2019 suspended the increase in the established a rate by Law No. 27,430 set of 7% rates for the years beginning on or after January 1, 2021, currently in place. Tax Inflation Adjustment The Law No. 27,541, issued in the year 2019, amended this distribution and established that a sixth of the positive or negative adjustment for the first and second year beginning January 1, 2019, be charged to the year in which the adjustment is determined and the remainder 5 sixths, in equal parts, to the 5 subsequent tax periods, whereas for years beginning January 1, 2021, 100% of the adjustment may be impute in the year in which it is determined. On December 1, 2022, was published in the Official Bulletin Law No. 27,701, set forth the option to defer the tax adjustment for inflation for the first 2 fiscal years beginning as from January 1, 2022. Thus, a third of such adjustment may be distributed to the fiscal year in which the adjustment is assessed and the remaining 2 thirds, in equal parts, to the two subsequent fiscal years. For the year ended December 31, 2023, the Company, through its subsidiary Vista Argentina, applied the aforementioned option having met the necessary conditions, and recognized the final third in the year ended December 31, 2025. For the years ended December 31, 2025, and 2024, the Company, through its subsidiary Vista Argentina, recognized 100% of the inflation adjustment in the year in which it was assessed. 30.3 Tax for an inclusive and solidary Argentina (“PAIS Tax”) Law No. 27,541 issued in the year 2019, introduced a tax that is levied on the acquisition of foreign currency for 5 tax years at a 30% rate. On July 24, 2023, through Decree No. 377/2023, the PEN set forth that PAIS tax shall also be applied to the acquisition of foreign currency for the payments of imports of goods and services, at a 7.5% rate for imports of goods and freight, and at a 25% for imports of services. This tax extension does not apply to imports of goods related to power generation. On December 13, 2023, through Decree No. 29/2023, the PEN increased the rates under PAIS tax applicable to the acquisition of foreign currency for the payment of imports of goods and freight to 17.50%. On September 2, 2024, through Presidential Decree No. 777/2024, the Executive reduced to 7.50% the PAIS tax rate applicable to the acquisition of foreign currency for the payment of imports of goods and freight. On December 22, 2024, the PAIS tax is no longer in effect, as its validity ended, in accordance with Law No. 27,541. F-82
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) C- Mexico 30.4 Income tax Pursuant to section 9 of Income Tax Law, the applicable tax rate for this item in Mexico is 30%. This law and subsequent reforms establish as follows: (i) It limited the deductibility of net interest for the year, equal to the amount resulting from multiplying the taxpayer’s adjusted taxable profit by 30%; (ii) It amended the Mexican Tax Code (“CFF” by Spanish acronym) to add new circumstances by virtue of which partners, shareholders, directors, managers are considered joint and severally liable; (iii) the requirement to disclose “reportable schemes” by tax advisors or taxpayers, these schemes are defined as those that generate a tax benefit; and among others (iv) the considered an organized crime with the related criminal penalties. Note 31. Share-based payments Under the framework of the LTIP’s Company to attract and retain key employees, the Board of Directors was granted the authority to administer the plan, managing it through an administrative trust. The plan became effective on April 4, 2018, for which a certain number of Series A shares were reserved to be granted to eligible employees. The benefits included in the plan, which are considered share-based payments, are described below: 31.1 Stock Options The stock option plan grants the participant the right to acquire a number of shares during a certain term. Once acquired, stock options may be exercised up to 5 or 10 years as from grant date. The plan establishes that the value of the shares to be granted will be determined using Black & Scholes model. The following table shows the number of stock options granted, cancelled and the weighted average exercise price (“WAEP”) for the year: Year ended December 31,2025 Year ended December 31,2024 Year ended December 31,2023 Number ofrights to buy WAEP Number ofrights to buy WAEP Number ofrights to buy WAEP At beginning of year 10,239,417 6.89 9,865,245 5.98 10,540,228 5.15 Granted during the year 3,357,263 52.40 394,201 29.71 513,379 17.83 Cancelled during the year (1) — — (20,029) 6.21 (1,188,362) 3.68 At end of year 13,596,680 18.13 10,239,417 6.89 9,865,245 5.98 (1) Related to stock options annulled or cancelled for the year, which has no relation with the options exercised. The plan established that the value of the options to be granted will be determined using Black & Scholes Model. The following table shows the inputs used for the plan for the year: As of December 31,2025 As of December 31,2024 As of December 31,2023 Dividend yield (%) 0.0% 0.0% 0.0% Expected volatility (%) 50.1% 32.1% 31.4% Risk–free interest rate (%) 4.3% 4.1% 3.9% Expected life of share options (years) 7 10 10 WAEP (USD) 52.40 29.71 17.83 Model used Black & Scholes Black & Scholes Black & Scholes F-83
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The remainder life of stock options is based on historical data and current expectations and is not necessarily an indication of the potential exercise patterns. Expected volatility shows the assumption that historical volatility in a period similar to the life of options is an indication of future trends, that may not be necessarily the actual result. The weighted average fair value of options granted during the year ended December 31, 2025, 2024 and 2023 stood as 21.60, 15.11, and 8.99, respectively. According to IFRS 2, stock option plans are classified as settled transactions at grant date. For the years ended December 31, 2025, 2024 and 2023, compensation expense related with such plan are booked in the consolidated statements of profit or loss and other comprehensive income stood at 20,319, 5,316, and 4,553, respectively. 31.2 Restricted stock The restricted stock that are given to the participants of the plan once the conditions established in the program are achieved. The following table shows the number of restricted stock granted, cancelled and WAEP for the year: Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Number ofSeries A shares WAEP Number ofSeries A shares WAEP Number ofSeries A shares WAEP At beginning of year 6,195,656 7.33 6,633,364 6.18 6,669,790 4.89 Granted during the year 186,585 49.58 267,033 32.17 519,025 17.83 Cancelled during the year (1) (297,558) 10.10 (704,741) 5.96 (555,451) 2.13 At end of year 6,084,683 8.49 6,195,656 7.33 6,633,364 6.18 (1) Related to restricted stock annulled or cancelled for the year, which has no relation with the restricted stock vested. For the years ended December 31, 2025, 2024 and 2023, compensation expense related with such plan are booked in the consolidated statements of profit or loss and other comprehensive income stood at 9,978, 8,822, and 8,839, respectively. According to IFRS 2, restricted stock plan are classified as settled transactions at grant date. 31.3 Performance restricted stock The performance restricted stock that are given to the participants of the plan once the conditions established in the program are achieved, which are usually based on the performance of different Company’s performance variables. The following table shows the number of performance restricted stock granted and WAEP for the year: Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year ended December31, 2023 Number ofSeries A shares WAEP Number ofSeries A shares WAEP Number ofSeries A shares WAEP At beginning of year 5,525,010 11.57 5,123,346 10.03 3,705,757 7.05 Granted during the year 48,324 51.07 422,941 30.00 1,417,589 17.83 Cancelled during the year (1) (1,520,887) 7.05 (21,277) 7.05 — — At end of year 4,052,447 13.74 5,525,010 11.57 5,123,346 10.03 (1) Related to performance restricted stock annulled or cancelled for the year, which has no relation with the performance restricted stock vested. For the years ended December 31, 2025, 2024 and 2023, compensation expense related with such plan are booked in the consolidated statements of profit or loss and other comprehensive income stood at 25,692, 20,785 and 9,741, respectively. According to IFRS 2, performance restricted stock are classified as settled transactions at grant date. F-84
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 32. Business Combination As mentioned in Note 1.2.2, on April 15, 2025, the Company acquired 100% of the capital stock of Vista Lach, which was accounted as a business combination using the acquisition method, effective from the date when the Company obtained control of the acquiree. Under the terms of the Transaction, the total consideration amounted to 1,406,441, broken down as follows: (i) 899,687 paid in cash on the Transaction date; (ii) 299,687 paid through the transfer of 7,297,507 ADSs, and (iii) the liability assumed with a nominal value of 300,000, to be settled in cash, with 50% due on April 15, 2029, and the remainder 50% due on April 15, 2030, without accruing interest. As of the Transaction date, the present value of the assumed liability amounts to 207,067. The fair value of identifiable assets and liabilities as of the settlement date was determined pursuant to IFRS 3 as follows: As of March 31, 2025 Property, plant and equipment (“oil and gas assets”) 2,055,517 Right-of-use assets 499 Trade and other receivables 321,086 Inventories 1,451 Cash, bank balances and other short-term investments 58,132 Total assets acquired 2,436,685 Provisions (1) 24,064 Lease liabilities 594 Borrowings 50,505 Deferred income tax liabilities (2) 157,353 Salaries and payroll taxes 562 Income tax liability 111,554 Other taxes and royalties 12,167 Trade and other payables 182,915 Total liabilities assumed 539,714 Total net assets measured at fair value 1,896,971 (1) Includes 12,013 and 12,051 of provision for well plugging and abandonment and contingencies, respectively (Notes 22.1 and 22.3). (2) Includes a net deferred income tax liability of 194,035 mainly related to the amount recognized in “Property, plant and equipment”. As of March 31, 2025 Cash consideration (899,687) Cash and cash equivalent acquired 58,132 Payment for Business Combination, net of cash acquired (841,555) As result of the difference between the consideration paid and the net assets identifiable, the Company recognized a gain of 490,530, booked in “Gain from Business Combination” within “Other operating income” (Note 9.1). As of December 31, 2025, the Company reassessed the values assigned to the assets acquired and liabilities assumed, as well as the valuation method applied, and confirmed that the amounts and criteria applied were appropriate. F-85
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The Company applied a discounted cash flow method to estimate the fair value of the oil and gas assets acquired. Significant inputs to the valuation of oil and gas assets include estimated oil and gas reserves certified by independent reserve engineering consultant, future oil prices and discount rates based a market-based weighted average cost of capital. Since Vista Lach issues monthly financial information, the Company has considered the identifiable assets and liabilities as of March 31, 2025. Had the purchase price been allocated as from April 15, 2025, it wouldn’t have differed significantly. As from acquisition date, Vista Lach contributed 669,269 in revenue from contracts with customers and 302,962 to the Company’s profit before income tax. Had the Business Combination occurred as from January 1, 2025, revenue from contracts with customers from continuing operations would have amounted to 2,690,432, and the Company’s profit before income tax from the continuing operations would have stood at 1,120,752. Note 33. Supplementary information on oil and gas activities (unaudited) The following information on crude oil and natural gas activities was prepared according to the method established in ASC 932 “Extractive Activities – Oil & gas”, amended by ASU 2010 - 03 “Oil and Gas Reserve Estimation and Disclosure,” published by the Financial Accounting Standard Board (“FASB”) in January 2010 to align current estimation and disclosure requirements with the requirements in the final rules and interpretations issued by the Security and Exchange Commission (“SEC”), published on December 31, 2008. This information includes the Company’s Crude oil and Natural gas production activities in Argentina and Mexico. Costs incurred The following table shows capitalized costs and expenses incurred in the years ended December 31, 2025, 2024 and 2023, based on the following considerations: (i) The acquisition of properties includes the costs incurred to acquire proved or unproved oil and gas properties. (ii) Exploration costs include the costs required to retain undeveloped properties, seismic acquisition costs, seismic data interpretation, geologic modelling, costs of drilling exploration wells and drilled well testing. (iii) Development costs include drilling costs and equipment for development wells, the construction of facilities for hydrocarbon extraction, transport, treatment and storage, and all the costs needed to maintain facilities for existing developed reserves. Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Argentina Mexico (1) Argentina Mexico Argentina Mexico Acquisition of properties Proved (599,387) — — — — — Unproved — — — — — — Total acquisition of properties (599,387) — — — — — Exploration — — Development (2) (2,685,512) (86) (1,055,599) (2,472) (615,481) (17,283) Total costs incurred (3,284,899) (86) (1,055,599) (2,472) (615,481) (17,283) (1) See Note 3.2.2. (2) Including the re-estimation of well plugging and abandonment (Note 12). F-86
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Capitalized cost The following table shows capitalized costs during the years ended December 31, 2025, 2024, and 2023, for proved and unproved crude oil and natural gas reserves, and accumulated depreciation: Year endedDecember 31, 2025 Year endedDecember 31, 2024 Year endedDecember 31, 2023 Argentina Mexico (1) Argentina Mexico (1) Argentina Mexico Proved properties Machinery, facilities, software licenses and other 114,333 — 97,126 928 79,566 928 Oil & gas properties and wells (2) 6,731,181 — 3,697,835 42,436 2,521,781 36,146 Works in progress 596,810 — 189,261 1,946 121,808 1,207 Gross capitalized costs 7,442,324 — 3,984,222 45,310 2,723,155 38,281 Cumulative depreciation (1,994,429) — (1,268,049) (6,566) (842,024) (4,006) Total net capitalized costs 5,447,895 — 2,716,173 38,744 1,881,131 34,275 (1) For the year ended December 31, 2025, including an impairment of long-lived assets of 38,252 in Mexico. Therefore, for the year ended December 31, 2024, including a reversal of impairment of long-lived assets of 4,207 in Mexico (Note 3.2.2). (2) Including the re-estimation of well plugging and abandonment (Note 12). Results of operations The following breakdown of results of operations summarizes income and expenses directly related to crude oil and natural gas production for the years ended December 31, 2025, 2024 and 2023. Income tax for these periods was calculated using statutory tax rates. Year endedDecember 31,2025 Year endedDecember 31,2024 Year endedDecember 31,2023 Revenue from contracts with customers 2,474,197 1,647,768 1,168,774 Total revenue 2,474,197 1,647,768 1,168,774 Production costs excluding depreciation Operating and other costs (185,899) (114,806) (96,743) Royalties and others (345,349) (243,950) (176,813) Other non-cash costs related to the transfer of conventional assets (29,016) (33,570) (27,539) Total production costs (560,264) (392,326) (301,095) Depreciation, depletion and amortization (738,903) (437,699) (276,430) Discount for well plugging and abandonment liabilities (2,434) (1,312) (2,387) Impairment of long-lived assets (38,252) 4,207 (24,585) Operating profit before income tax 1,134,344 820,638 564,277 Income tax (340,303) (246,191) (169,283) Crude oil & Natural gas operating profit 794,041 574,447 394,994 Estimated crude oil and natural gas reserves Proved reserves as of December 31, 2025 and 2024, are net reserves attributable to Vista certificated by DeGolyer and MacNaughton for the assets located in Argentina, and Mexico. Proved crude oil and natural gas reserves are the quantities of crude oil and natural gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. In some cases, substantial investments may be required in related wells and facilities to recover proved reserves. F-87
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The Company considers that its remaining estimated volumes of crude oil and natural gas proved recoverable reserves are fair and that these estimates were prepared according to SEC regulations and ASC 932, as amended. Consequently, crude oil prices used in determining proved reserves were the average price during the 12 months prior to the end date of December 31, 2025, and 2024, respectively, determined as an unweighted average of the first day of the month for each month within these periods. Moreover, since there are no natural gas prices available in the benchmark market in Argentina, VISTA used the average natural gas prices for the year to determine natural gas reserves. In addition, for certain natural gas volumes, Vista will obtain an incentive price subsidized by the Argentine government through “Gas Plan IV”. A weighted average price is estimated for certain areas per subsidized and unsubsidized volume. The independent certificators carried out by DeGolyer and MacNaughton as of December 31, 2025 and 2024 in Argentina and Mexico, covered all the estimated reserves located in the areas operated and not operated by the Company. In all cases, were audit the estimated reserves according to Rule 4-10 of Regulation S-X issued by the SEC, and according to the provisions for disclosing crude oil and natural gas reserves under FASB ASC 932. We provided all the information requested during the audit processes. In Argentina royalties paid to the provinces have not been deducted from reported proved reserves. Gas includes gas sale and consumption. The volumes of liquid hydrocarbons represent crude oil, condensate, gasoline and LPG to be recovered in field separation and plant processing and are reported in million barrels (“MMBbl”) The volumes of Natural gas represent expected gas sales and the use of fuel in the field and are reported in billion cubic feet (“Bcf”) (109) in standard conditions of 14.7 psia and 60°F. Gas volumes arise from the separation and processing in the field, which are reduced by injection, venting and shrinkage, and include the volume of natural gas consumed in the field for production. Natural gas reserves were converted into liquid equivalent using the conversion factor of 5.615 cubic feet of Natural gas per 1 barrel of liquid equivalent. The following tables show proved oil reserves, net (including crude oil, condensate oil and LPG) and natural gas reserves, net, as of December 31, 2025, 2024, 2023 and 2022 according to VISTA’s interest percentage in the related concessions: Proved reserves as of December 31, 2025 Argentina Crude oil (1) Natural gas Natural gas Categories of reserves (MMBbl) (Bcf) (MMBblequivalent) Proved developed 208.4 135.2 24.1 Proved undeveloped 314.7 230.2 41.0 Total proved reserves 523.1 365.3 65.0 Mexico (2) Crude oil (1) Natural gas Natural gas Categories of reserves (MMBbl) (Bcf) (MMBblequivalent) Proved developed — — — Proved undeveloped — — — Total proved reserves — — — F-88
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Proved reserves as of December 31, 2024 Argentina Crude oil (1) Natural gas Natural gas Categories of reserves (MMBbl) (Bcf) (MMBblequivalent) Proved developed 107.0 109.0 19.4 Proved undeveloped 208.2 173.2 30.8 Total proved reserves 315.2 282.2 50.2 Mexico Crude oil (1) Natural gas Natural gas Categories of reserves (MMBbl) (Bcf) (MMBblequivalent) Proved developed 2.1 4.0 0.7 Proved undeveloped 5.3 9.4 1.7 Total proved reserves 7.4 13.4 2.4 Proved reserves as of December 31, 2023 Argentina Crude oil (1) Natural gas Natural gas Categories of reserves (MMBbl) (Bcf) (MMBblequivalent) Proved developed 71.0 85.5 15.2 Proved undeveloped 191.3 173.3 30.9 Total proved reserves 262.3 258.8 46.1 Mexico Crude oil (1) Natural gas Natural gas Categories of reserves (MMBbl) (Bcf) (MMBblequivalent) Proved developed 1.8 4.5 0.8 Proved undeveloped 5.5 11.4 2.0 Total proved reserves 7.3 15.9 2.8 Proved reserves as of December 31, 2022 Argentina Crude oil (1) Natural gas Natural gas Categories of reserves (MMBbl) (Bcf) (MMBblequivalent) Proved developed 68.3 99.2 17.7 Proved undeveloped 136.8 139.7 24.8 Total proved reserves 205.1 238.9 42.5 Mexico Crude oil (1) Natural gas Natural gas Categories of reserves (MMBbl) (Bcf) (MMBblequivalent) Proved developed 0.2 0.1 0.0 Proved undeveloped 2.7 5.9 1.1 Total proved reserves 2.9 6.0 1.1 (1) It refers to crude oil, condensate, and LPG. (2) See Note 1.1. F-89
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) The following table shows the reconciliation of the Company’s reserve data between December 31, 2024, and December 31, 2025: Argentina Crude oil (1) Natural gas Natural gas (MMBbl) (Bcf) (MMBblequivalent) Proved reserves (developed and undeveloped) Reserves as of December 31, 2024 315.2 282.2 50.2 Increase (decrease) attributable to: Review of prior estimates (2) 1.9 (13.4) (2.4) Purchases (sales) of on-site proved reserves (3) 131.9 74.9 13.3 Extensions and discoveries (4) 113.9 68.9 12.3 Production for the year (5) (6) (36.6) (37.1) (6.6) Other (7) (3.3) (10.3) (1.8) Reserves as of December 31, 2025 (8) 523.1 365.3 65.0 (1) It refers to crude oil, condensate, and LPG. (2) The changes caused by the revisions of prior estimates of proved developed and undeveloped reserves of crude oil (+1.9 MMbbl) and natural gas (-13.4 Bcf) are mainly related to: (a) in connection with the proved developed reserves: revision attributable to well performance and prices in: (i) Bajada del Palo Oeste (+2.03 MMbbl and -13.72 Bcf); (ii) Bajada del Palo Oeste-conventional (-0.14 MMbbl and -5.23 Bcf); (iii) Bajada del Palo Este (“BPE”) (-0.63 MMbbl and -3.09 Bcf); (iv) BPE-conventional (-0.02 MMbbl and -0.70 Bcf); (v) Aguada Federal (+0.26 MMbbl and +0.90 Bcf); (vi) remainder areas (+0.57 MMbbl and +8.42 Bcf); (vii) in Aguila Mora: negative revisions related to lower prices (-0.20 MMbbl and -0.29 Bcf) and positive revisions related to improved performance (+0.04 MMbbl and +0.35 Bcf). (3) The changes in proved developed and undeveloped reserves resulting from purchases (sales) of crude oil (+131.9 MMbbl) and natural gas (+74.9 Bcf) are mainly related to: (a) in connection with the proved developed reserves: (i) the acquisition of Trafigura’s working interest in Bajada del Palo Oeste resulted in additions of (+5.27 MMbbl and +4.63 Bcf); (ii) the acquisition of LACh’s working interest resulted in additions of (+61.6 MMbbl and +29.71 Bcf) (Note 1.2). (b) in connection with the undeveloped reserves: (i) the acquisition of LACh’s working interest resulted in additions of (+65.0 MMbbl and +40.58 Bcf) (Note 1.2.2). (4) The changes in proved developed and undeveloped reserves due to the extension and discovery of crude oil (+113.9 MMbbl) and natural gas (+68.9 Bcf) are mainly related to: (a) in connection with the proved developed reserves: the increase is related to the successful drilling activities in the Vaca Muerta formation in: (i) LACh resulting in the addition of 45 gross wells (10 pads) (+26.10 MMbbl and +19.15 Bcf); (ii) BPE resulting in the addition of 9 wells (2 pads) (+10.10 MMbbl and +1.76 Bcf); and (iii) Bajada del Palo Oeste resulting in the addition of 17 wells (4 pads) (+11.69 MMbbl and +7.17 Bcf). (b) in connection with the Proved undeveloped reserves enabled by drilling operations in the Vaca Muerta formation: (i) Aguada Federal resulting in the addition (+4.97 MMbbl y +2.16 Bcf); Bajada del Palo Este resulting in the addition (+19.30 MMbbl y +8.47 Bcf); and Bajada del Palo Oeste resulting in the addition (+41.62 MMbbl y +30.24 Bcf). (5) Considering the production attributable to Vista Argentina. (6) Gas production includes: (i) gas for sale 5.4 MMbbl and 30.4 Bcf and (ii) gas used for internal consumption 1.2 MMbbl and 6.7 Bcf, respectively. (7) Reflects the net impact of adjustments to the well inventory in LACh, including 45 horizontal wells connected following Vista’s acquisition and the addition of 38 horizontal wells to the undeveloped proved well inventory (Note 1.2.2). (8) Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums. F-90
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Mexico Crude oil (1) Natural gas Natural gas (MMBbl) (Bcf) (MMBblequivalent) Proved reserves (developed and undeveloped) Reserves as of December 31, 2024 7.4 13.4 2.4 Increase (decrease) attributable to: Review of prior estimates (2) (7.2) (13.4) (2.4) Production for the year (3) (0.1) (0.0) (0.0) Reserves as of December 31, 2025 (4) 0.0 0.0 0.0 (1) It refers to crude oil, condensate, and LPG. (2) Review of prior estimates of proved developed and undeveloped reserves of crude oil (-7.2 MMbbl) and natural gas (-13.4 Bcf) are attributable to changes in the development plan resulting from the irrevocable relinquishment of entire the CS-01 Area mentioned in Note 1.1. (3) Considering Vista Holding II’s output. (4) Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums. The following table shows the reconciliation of the Company’s reserve data between December 31, 2023, and December 31, 2024: Argentina Crude oil (1) Natural gas Natural gas (MMBbl) (Bcf) (MMBblequivalent) Proved reserves (developed and undeveloped) Reserves as of December 31, 2023 262.3 258.8 46.1 Increase (decrease) attributable to: Review of prior estimates (2) 1.4 (5.2) (0.9) Extensions and discoveries (3) 73.5 49.2 8.7 Production for the year (4) (22.0) (20.6) (3.7) Reserves as of December 31, 2024 (5) 315.2 282.2 50.2 (1) It refers to crude oil, condensate, and LPG. (2) The changes from prior-estimate revisions of proved developed and undeveloped crude oil reserves (+1.4 MMbbl) are mainly related to: (a) in connection with the developed reserve: (i) results of well tests for Aguada Federal (-0.21 MMbbl); (ii) Aguila Mora (-0.47 MMbbl); (iii) Bajada del Palo Este (-0.96 MMbbl); (iv) Bajada del Palo Oeste (-0.60 MMbbl); (v) Bajada del Palo Oeste (Farmout Agreement I and II) (-0.66 MMbbl and -0.42 MMbbl) respectively; (vi) other fields (-0.24 MMbbl); (vii) positive results in Bajada del Palo Este (+3.02 MMbbl); Bajada del Palo Oeste (+1.63 MMbbl); and (viii) combined effect of other fields (+0.59 MMbbl). (b) in connection with the undeveloped reserve: (i) changes in the development plan in Bajada del Palo Este (-0.11 MMbbl); and (ii) the combined effect of other fields (-0.17 MMbbl). The changes from prior-estimate revisions of proved developed and undeveloped Natural gas reserves (-5.2 Bcf) are mainly related to: (a) in connection with the developed reserve: (i) decreased activity in Bajada del Palo Este (-3.59 Bcf); (ii) lower performance and adjustment of the gas/oil ratio (“GOR”) in the wells of Bajada del Palo Oeste (-8.49 Bcf); and (iii) effect of other fields (-1.43 MMbbl). The positive results are related to wells in Aguada Federal (+0.73 Bcf); Bajada del Palo Este (+2.07 Bcf); Baja del Palo Oeste (+1.91 Bcf); Entre Lomas in Rio Negro Province (+3.42 Bcf) and; combined effect of other fields (+2.57 Bcf). (b) in connection with the undeveloped reserve: (i) they are related to an update in Aguada Federal due to the latest well results (-0.82 Bcf); and (ii) decrease in the development activities in Bajada del Palo Este, Bajada del Oeste, Bajada del Oeste and fields operated by Tango (-1.5 Bcf). (3) The changes in the proved developed and undeveloped reserves due to the extension and discovery of crude oil (+73.5 MMbbl) and natural gas (+49.2 Bcf) are mainly related to: (a) in connection with the developed reserve: the increase are related: (i) the drilling success in Vaca Muerta formation of Aguada Federal with a 1 pad (3 wells) incorporating (+2.68 MMbbl y +2.25 Bcf); (ii) Bajada del Este with a 2 pad (8 wells) (+6.80 MMbbl y +3.52 Bcf); (iii) a 4 pad (13 wells) in Bajada del Palo Oeste incorporating (+15.98 MMbbl y +14.66 Bcf). Also, there is a neutral effect from the conversion of proved undeveloped reserves to proved developed reserves generated by: (i) the drilling success in Vaca Muerta formation of 5 pads (21 wells) in Bajada del Palo Oeste adding (+24.99 MMbbl y +23.36 Bcf); (ii) the addition of 2 pads (5 wells) in Bajada del Palo Este incorporating (+5.61 MMbbl y +2.82 Bcf); as well as (iii) the recategorizations in Bajada del Palo Oeste (Farmout Agreement I and II) adding (+0.32 MMbbl y +0.29 Bcf ). (b) in connection with the undeveloped reserve enable by the activity of drilling in Vaca Muerta formation of: (i) Aguada Federal adding (+4.11 MMbbl y +3.48 Bcf), Bajada del Palo Este totaling (+24.29 MMbbl y +12.55 Bcf), and Bajada del Palo Oeste, totaling (+19.64 MMbbl y +12.72 Bcf).
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(4) Considering Vista Argentina’s output. F-91
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) (5) Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums. Mexico Crude oil (1) Natural gas Natural gas (MMBbl) (Bcf) (MMBblequivalent) Proved reserves (developed and undeveloped) Reserves as of December 31, 2023 7.3 15.9 2.8 Increase (decrease) attributable to: Review of prior estimates (2) 0.3 (2.4) (0.4) Production for the year (3) (0.2) (0.0) (0.0) Reserves as of December 31, 2024 (4) 7.4 13.4 2.4 (1) It refers to crude oil, condensate, and LPG. (2) The changes from prior-estimate revisions of proved developed and undeveloped crude oil reserves (+0.3 MMbbl) and natural gas (-2.4 Bcf) are mainly related to: (a) in connection with the developed reserve: (i) increase of (+0.53 MMbbl) mainly related with successful performance of wells V-1051 and V-1052 and the last drilling campaign of wells V-1001, V-1002, V-1004 and V-1006; partially offset by (ii) a negative revision due to the adjustment of GOR measured in the block resulting in a discount of (-0.39 Bcf). (b) in connection with the undeveloped reserve: (i) (-0.22 MMbbl and -2.05 Bcf) due to the change in PUD development plan due to the latest results in the drilling campaign. (3) Considering Vista Holding II’s output. (4) Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums. The following table shows the reconciliation of the Company’s reserve data between December 31, 2022, and December 31, 2023: Argentina Crude oil (1) Natural gas Natural gas (MMBbl) (Bcf) (MMBblequivalent) Proved reserves (developed and undeveloped) Reserves as of December 31, 2022 205.1 238.9 42.5 Increase (decrease) attributable to: Review of prior estimates (2) (8.2) (27.8) (4.9) Extensions and discoveries (3) 86.5 65.5 11.7 Purchases/sales of onsite proved reserves (4) (5.4) (2.6) (0.5) Production for the year (5) (15.7) (15.1) (2.7) Reserves as of December 31, 2023 (6) 262.3 258.8 46.1 (1) It refers to Crude oil, condensate, and LPG. (2) The changes from prior-estimate revisions of proved developed and undeveloped Crude oil reserves (-8.2 MMbbl) are mainly related to: (a) in connection with the developed reserve: (i) results of well tests for Aguada Federal (-0.54 MMbbl); (ii) Bajada del Palo Este (-0.71 MMbbl); (iii) Bajada del Palo Oeste (-0.43 MMbbl); (iv) Bajada del Palo Oeste (Farmout Agreement II) (-1.26 MMbbl) especially in wells targeting the organic horizon; (v) CAN (-0.31 MMbbl) and the negative revision due to the retroactive adjustment of LPG plant in Entre Lomas Río Negro (-0.88 MMbbl); (vi) positive results in Bajada del Palo Este (+0.38 MMbbl); Bajada del Palo Oeste (+0.33 MMbbl); Bajada del Palo Oeste (Farmout Agreement II) (+0.77 MMbbl); (vii) combined effect of other fields (-0.06 MMbbl); and (viii) due to price changes (-0.4 MMbbl) effect. (b) in connection with the undeveloped reserve: (i) they are related to an adjustment in Aguada Federal due to the latest well results (-5.82 MMbbl); (ii) the potential combined effect of other fields and rounding (+0.73 MMbbl), which includes the revision of reserves associated with the extension of the economic life of proved developed reserves in unconventional Bajada del Palo Oeste (Farmout Agreement I and II). The changes from prior-estimate revisions of proved developed and undeveloped Natural gas reserves (-27.8 Bcf) are mainly related to: (a) in connection with the developed reserve: (i) they are associated with the lower performance and adjustment of the GOR in the wells of Aguada Federal (-4.3 Bcf), Bajada del Palo Este (-2.62 Bcf), Bajada del Palo Oeste (-4.51 Bcf), Bajada del Palo Oeste NOC (-3.61 Bcf), Bajada del Palo Oeste (Farmout Agreement I) (-3.28 Bcf), and Bajada del Palo Oeste (Farmout Agreement II) (-1.44 Bcf); (ii) for price changes, the variation was (-0.41 Bcf); and (iii) the rest due to the effect of other fields (-1.75 Bcf). (b) in connection with the undeveloped reserve: (i) they are related to an update in Aguada Federal due to the latest well results (-6.58 Bcf); (ii) the potential combined effect of other fields and rounding (+0.70 Bcf), which includes the revision of reserves associated with the extension of the
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economic life of proved developed reserves in conventional Bajada del Palo Oeste, Bajada del Oeste, Bajada del Oeste (Farmout Agreement I), and Bajada del Oeste (Farmout Agreement II). (3) The changes in the proved developed and undeveloped reserves due to the extension and discovery of Crude oil (+86.5 MMbbl) and Natural gas (+65.5 Bcf) are mainly related to: (a) in connection with the developed reserve: (i) the drilling success in Vaca Muerta formation of Bajada del Oeste with a pad (3 wells) adding (+3.18 MMbbl and +3.19 Bcf); (ii) a pad (4 wells) in Bajada del Palo Oeste (Farmout Agreement II), incorporating (+2.7 MMbbl and +2.45 Bcf); (iii) a pad (4 wells) in Aguada Federal adding (+1.16 MMbbl and +1.44 Bcf), another pad (2 wells) in Águila Mora, adding (+1.51 MMbbl and +1.15 Bcf); and (iv) two wells in Bajada del Palo Este totaling (+3.10 MMbbl and +0.8 Bcf). Also, there is a neutral effect from the conversion of proved undeveloped reserves to proved developed reserves generated by: (i) the drilling success in Vaca Muerta formation of 2 pads (8 wells) in Bajada del Palo Oeste adding (+7.84 MMbbl and +7.90 Bcf); (ii) the addition of 2 pads (8 wells) in Bajada del Palo Oeste (Farmout Agreement II), incorporating (+6.94 MMbbl and +6.99 Bcf); as well as (iii) the drilling in a well in Entre Lomas Río Negro adding (+0.22 MMbbl and +2.06 Bcf). (b) in connection with the undeveloped reserve enable by the activity of drilling in Vaca Muerta formation of: (i) 4 pads (15 wells) in Aguada Federal adding (+9.09 MMbbl and +9.09 Bcf), 11 pads (24 wells) in Bajada del Palo Este totaling (+28.91 MMbbl and +12.05 Bcf), 9 pads (33 wells) in Bajada del Palo Oeste, totaling (+36.85 MMbbl and +35.33 Bcf). (4) The changes in the purchase of Crude oil (-5.4 MMbbl) and Natural gas (-2.6 Bcf) are mainly related to the agreement signed with Aconcagua mentioned in Note 3.2.7. (5) Considering Vista Argentina’s output. (6) Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums. Mexico Crude oil (1) Natural gas Natural gas (MMBbl) (Bcf) (MMBblequivalent) Proved reserves (developed and undeveloped) Reserves as of December 31, 2022 2.9 6.0 1.1 Increase (decrease) attributable to: Review of prior estimates (2) 4.6 10.0 1.7 Production for the year (3) (0.2) (0.1) (0.0) Reserves as of December 31, 2023 (4) 7.3 15.9 2.8 (1) It refers to Crude oil, condensate, and LPG. (2) The changes from prior-estimate revisions of proved developed and undeveloped Crude oil reserves (+4.6 MMbbl) are mainly related to: (a) in connection with the developed reserve: (i) due to the extension of (+0.2 MMbbl) from the successful drilling of two new Vernet-1051 and 1052 blocks; and (ii) the rounding effect (-0.1 MMbbl). (b) in connection with the undeveloped reserve: (i) (+0.5 MMbbl) due to the latest drilling and discovery campaigns in Amate and Encajonado formations; (ii) an increase of (+3.1 MMbbl) because cash-paid royalties for reserves and production volumes are not discounted; and (iii) an increase due to the extension of acreage from the drilling campaign in the same blocks with Vernet-1053 and 1054 wells, resulting in an increase of (+0.9 MMbbl). The changes from prior-estimate revisions of proved developed and undeveloped Natural gas reserves (10.0 Bcf) are mainly related to: (a) in connection with the developed reserve: (i) The lower performance and price decrease (-0.4 Bcf); and (ii) due to the extension of (+3.3 Bcf) from the successful drilling of two new Vernet-1051 and 1052 blocks. (b) in connection with the undeveloped reserve: (i) an increase of (+6.4 Bcf) because cash-paid royalties for reserves and production volumes are not discounted; and (ii) an increase due to the extension of acreage from the drilling campaign in the same blocks with Vernet-1053 and 1054 wells, resulting in an increase of (+0.7 Bcf). In addition, there is a neutral effect from the conversion of proved undeveloped reserves to proved developed reserves generated by: (i) the successful drilling campaign of Vernet-1001, 1002, 1004, 1005, and 1006 (+1.65 MMbbl and +1.67 Bcf). (3) Considering Vista Holding II’s output. (4) Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums Standardized measure of future discounted cash flow (net) The following table describes estimated future cash flows from the future production of proved developed and undeveloped reserves of crude oil, condensate, LPG and natural gas. As established by SEC Modernization of Oil and Gas Reporting rules and ASC 932 of the FASB Accounting Standards Codification (“ASC”) relating to Extractive Activities—Oil and Gas (formerly SFAS 69 Disclosures about Oil and Gas Producing Activities), these cash flows were estimated using the twelve-month average of the first day-of-the-month benchmark prices as adjusted for location and quality differentials and using a 10% annual discount factor. Future development and abandonment costs include estimated drilling costs, development and exploitation facilities and abandonment costs. These future development costs were estimated based on VISTA assessments. Future income tax was calculated by applying the statutory tax rates effective in Argentina in each period.
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This standardized measure is not intended to be, and should not be, interpreted as an estimate of the market value of the Company’s reserves. The purpose of this information is to provide standardized data to help the users of the financial statements to compare different companies and make certain projections. This information does not include, among others, the effect of future changes in price costs and tax rates, which past experience shows that they are likely to occur, and the effect of the future cash flows of reserves that have not been classified as proved reserves yet, of a discount factor that best represents the value of money over time and of the risks inherent in crude oil and natural gas production. These future changes may have a major impact on future net cash flows disclosed below. Therefore, this information does not necessarily show the Company’s perception on future discounted cash flow, net, of the hydrocarbon reserve. As of December 31,2025 (1) As of December 31,2024 (1) As of December 31,2023 (1) Future cash flows 34,105 23,298 18,771 Future production costs (9,965) (6,956) (5,573) Future development and abandonment costs (5,365) (4,244) (3,198) Future income tax (6,571) (4,249) (3,477) Discounted future net cash flows 12,203 7,849 6,523 10% annual discount (5,597) (3,817) (3,133) Standardized measure of discounted future net cash flows 6,607 4,032 3,390 (1) Amounts expressed in millions of US Dollars (“MM USD”). F-92
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Changes in the standardized measure of future discounted cash flow (net) The following table shows the changes in the standardized measure of future discounted cash flow, net, for the years ended December 31, 2025, 2024 and 2023: Year endedDecember 31,2025 (1) Year endedDecember 31,2024 (1) Year endedDecember 31,2023 (1) Standardized measure of future discounted cash flow, net, at beginning of year 4,032 3,390 3,241 Sales of crude oil, LPG and natural gas produced, net of production costs (1,940) (1,163) (841) Net changes in selling prices and production costs related to future production (2) (665) 327 (243) Net changes from extensions, discoveries and improvements (3) 3,961 2,646 2,997 Estimated development costs previously incurred 604 1,165 669 Net changes from revisions of workload estimates (4) (13) 11 (286) Net changes in estimated future development costs (5) (648) (1,096) (1,053) Net changes from on-site purchases and sales of minerals (6) 2,240 — (131) Cumulative discount 403 339 324 Net changes in income tax (7) (1,367) (1,587) (1,287) Changes in the standardized measure of future discounted cash flow for the year 2,575 642 149 Standardized measure of future discounted cash flow at end of year 6,607 4,032 3,390 (1) Amounts expressed in MM USD. (2) For the year ended December 31, 2025, primarily affected by an increase in the prices of crude oil, petroleum condensate, natural gas, and LPG in Argentina, which decrease from 69.44 USD/bbl to 63.99 USD/bbl of crude oil; the increase of condensate, and C5+, from 25.72 USD/bbl to 32.70 USD/bbl of LPG, and the decrease from 3.89 USD per thousand cubic foot (“USD/Kft3) to 3.19 USD/Kft3 of sales gas. Also, for the year ended December 31, 2024, primarily affected by an increase in the prices of crude oil, petroleum condensate, natural gas, and LPG in Argentina, which increased from 66.50 USD/bbl to 69.44 USD/bbl of crude oil, condensate, and C5+, from 25.40 USD/bbl to 25.72 USD/bbl of LPG, and from 3.55 USD per thousand cubic foot (“USD/Kft3) to 3.89 USD/Kft3 of sales gas (3) For the year ended December 31, 2025, mainly related to the extension of the proved area due to the addition of 63 wells in proved reserves in Bajada del Palo Oeste area in the Vaca Muerta formation with positive results. It also reflects the addition of proved reserves from the unconventional Bajada del Palo Este area, including 28 additional wells, and the addition of 2 wells in the unconventional Aguada Federal area. Also, for the year ended December 31, 2024, mainly related to the extension of the proved area due to the addition of 52 wells in proved reserves in Bajada del Palo Oeste area in Vaca Muerta formation with positive results, also related to the addition of proved reserves from the unconventional Bajada del Palo Este area with 34 additional wells and a total of 15 wells were added in the unconventional Aguada Federal. (4) For the years ended December 31, 2025, and 2024, mainly affected by the extension in the economic limits of assets due to a decrease or increase in the prices of crude oil, petroleum condensate, natural gas and LPG, detailed in point (2). (5) For the years ended December 31, 2025, and 2024, related to cost development revisions of the unconventional area of Bajada del Palo Oeste, Bajada del Palo Este and Aguada Federal. (6) For the year ended December 31, 2025 related with: (i) the agreement signed with Trafigura (Note 1.2.1) and; (ii) the acquisition of LACh (Note 1.2.2). (7) For the year ended December 31, 2025, and 2024, the change is due to higher expected revenue mainly from the extensions and (decrease) increases in hydrocarbon prices. F-93
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Note 34. Subsequent events The Company assessed events subsequent to December 31, 2025, to determine the need of a potential recognition or disclosure in these consolidated financial statements. The Company assessed such events through April 28, 2026, date in which these financial statements were made available for issue: - On January 5, 2026, Vista Argentina paid interest for an amount of 11,234 corresponding to loan agreements signed with Industrial and Commercial Bank of China S.A.U., Itaú Unibanco S.A., Nassau Branch and Banco de Galicia y Buenos Aires S.A.U. and Industrial and Commercial Bank of China S.A.U. in July 2025. - On January 5, 2026, Vista Argentina paid interest for an amount of 111 corresponding to loan agreements signed with Banco Santander International in July 2021 and January 2022. - On January 8, 2026, Vista Argentina paid interest for an amount of 402 corresponding to ON XXV. - On January 9, 2026, Vista Lach paid principal and interest for an amount of 415 corresponding to loan agreement signed with Banco de Galicia y Buenos Aires S.A.U. in May 2025. - On January 12, 2026, Vista Argentina signed a loan agreement with Banco Ciudad de Buenos Aires, for an amount of 28,500, at an annual interest rate of 3.30% and an expiration date in July 2026. - On January 12, 2026, Vista Argentina signed a loan agreement with BBVA Argentina S.A., for an amount of 11,500, at an annual interest rate of 3.50% and an expiration date in April 2026. - On January 13, 2026, Vista Argentina paid interest for an amount of 789 corresponding to loan agreements signed with ConocoPhillips Company. - On January 15, 2026, Vista Argentina paid interest for an amount of 1,108 corresponding to ON XXX. - On January 16, 2026, Vista Lach paid principal and interest for an amount of 20,982 corresponding to loan agreement signed with Banco de Galicia y Buenos Aires S.A.U. in June 2025. - On January 16, 2026, Vista Lach paid interest for an amount of 1,936 corresponding to loan agreement signed with Banco de Galicia y Buenos Aires S.A.U. in March 2025, extending its maturity to July 2026, at an interest rate of 5.25%. - On January 20, 2026, Vista Argentina paid principal and interest for an amount of 4,022 corresponding to loan agreement signed with Banco Santander International in January 2021. - On January 26 and 27, 2026, Vista Argentina paid interest for an amount of 382 corresponding to loan agreements signed with Citibank N.A. in April 2024 and January 2025. - On February 2, 2026, Vista Argentina signed a loan agreement with Banco de la Nacion Argentina, for an amount of 60,000, at an annual interest rate of 3.50% and an expiration date in July 2026. - On February 2, 2026, the Company and its subsidiary Vista Argentina, entered into a series of agreements through the following transactions (collectively, the “Transaction”): (i) the acquisition of 100% of the capital stock of Equinor Argentina S.A.U. (“Equinor”), holder of a 30% working interest in the Bandurria Sur block; (ii) the acquisition of a 50% working interest in the Bajo del Toro block from Equinor Argentina B.V. Sucursal Argentina; and then (iii) the sale of 16.3% of the capital stock of Equinor to YPF S.A. (“YPF”), implying an indirect assignment of a 4.9% working interest of Bandurria Sur; and (iv) the assignment of a 15% working interest of Bajo del Toro block to YPF. Under the terms of the Transaction, the net price will be paid as follows: (i) 387,000 in cash (550,000 of payments net of 163,000 to be collected from YPF); and (ii) the delivery of 6,223,220 American Depositary Shares representing Vista’s Series A shares (“ADSs”). Such price shall be subject to cash, debt, working capital, contributions, leakages and other customary adjustments. F-94
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) Additionally, the consideration provides for a contingent price payable, if applicable, in five annual installments, without accruing interest, calculated based on the annual working interest production of the assets multiplied by a price per barrel (“bbl”) equal to the average Brent price of the preceding year minus 65 USD/bbl, with no payment due at or below 65 USD/bbl Brent and a cap of 15 USD/bbl at or above 80 USD/bbl Brent. As of the date of issuance of these consolidated financial statements, the Transaction has not yet closed, and the Company made payments for a net amount of 79,742 related to a security deposit for the Transaction and other associated costs. - On January 6, February 10, March 12, and April 10, 2026, Vista Argentina made payments related to VMOS’s investment for a total amount of 16,530. - On February 11, 2026, Vista Argentina paid interest for an amount of 174 corresponding to ON XXI. - On February 19, 2026, Decree No. 105/2026 was published in the Official Bulletin, establishing a one-year extension as from July 8, 2026, to join the RIGI. The decree includes onshore upstream crude oil and natural gas development projects as eligible promoted activities. The minimum investment amount is set at 600,000. Qualifying projects must be located in areas with no significant development and must ensure segregation and traceability through a separate measurement system in cases where qualifying and non-qualifying activities coexist. As of the date of issuance of these consolidated financial statements, the Company is assessing whether this regulation applies to its projects. - On February 27, 2026, Vista Argentina paid principal and interest for a total amount of 7,564 corresponding to ON XII. - On February 27, 2026, Vista Argentina paid interest for a total amount of 515 corresponding to loan agreements signed with Citibank N.A. in May and June 2025. - On March 2, 2026, Vista Argentina signed a loan agreement with Banco de Valores S.A. for an amount of 20,000 at an annual interest rate of 3.25%, and expiration date in June 2026. - On March 3, 2026, Vista Argentina paid interest for an amount of 41 corresponding to ON XIX. - On March 4, 2026, Vista Argentina signed a loan agreement with Banco de Galicia y Buenos Aires S.A.U. for an amount of 50,000 at an annual interest rate of 3.25%, and expiration date in June 2026. - On March 6, 2026, Vista Argentina paid interest for an amount of 2,327 corresponding to ON XXIII. - On March 9, 2026, Vista Argentina paid interest for an amount of 3,437 corresponding to ON XXVIII. - On February 18 and March 9, 2026, VEISA signed loan agreements with Banco Itaú Uruguay, for a total amount of 70,000, at an annual interest rate of SOFR plus a margin of 2.00%. and an expiration date in April 2026. - On March 9, 2026, VEISA signed a loan agreement with Banco Latinoamericano de Comercio Exterior S.A., for an amount of 30,000, at an annual interest rate of SOFR plus a margin of 1.90%. and an expiration date in April 2026. - On March 17, 2026, Vista Lach paid principal and interest for an amount of 30,259 corresponding to loan agreement signed with Banco de Galicia y Buenos Aires S.A.U. in March 2025. F-95
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Table of Contents VISTA ENERGY, S.A.B. DE C.V. Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (Amounts expressed in thousands of US Dollars, except otherwise indicated) - On March 17, 2026, Vista Lach signed a loan agreement with Banco de Galicia y Buenos Aires S.A.U., for an amount of 30,000, at an annual interest rate of 3.25% and an expiration date in September 2026. - On March 30, 2026, Vista Argentina signed a loan agreement with Citibank N.A., for an amount of 50,000, at an annual interest rate of 6.00% and an expiration date in March 2028. - On April 1, 2026, Vista Argentina paid interest for an amount of 2,043 corresponding to loan agreement signed with Banco ICBC in July 2025. - On April 6, 2026, Vista Argentina paid interest for an amount of 8,426 corresponding to loan agreements signed with Industrial and Commercial Bank of China S.A.U., Itaú Unibanco S.A., Nassau Branch and Banco de Galicia y Buenos Aires S.A.U. and Industrial and Commercial Bank of China S.A.U. in July 2025. - On April 7, 2026, Vista Argentina paid interest for an amount of 110 corresponding to loan agreements signed with Banco Santander International in July 2021 and January 2022. - On April 7, 2026, the Company, through its subsidiary Vista Argentina, entered into an agreement with Pan American Energy, S.L. Argentine Branch, for the assignment of a 1.5% non-operated interest in the conventional exploitation concession Acambuco. The assignment is subject to the fulfillment of certain conditions precedent, and the total price amounts to 600, payable by Pan American Energy, S.L. Argentine Branch within 10 business days of the closing of such assignment. - On April 8, 2026, Vista Argentina issued ON XXXI for an amount of 500,000, at an annual interest rate of 7.875% and an expiration date in April 2038. - On April 8, 2026, Vista Argentina paid interest for an amount of 393 corresponding to ON XXV. - On April 8, 2026, VEISA paid principal and interest for an amount of 20,093 corresponding to loan agreement signed with Banco Itaú in March 2026. - On April 8, 2026, VEISA paid interest for an amount of 139 corresponding to loan agreement signed with Banco Latinoamericano de Comercio Exterior in March 2026. - On April 10, 2026, Vista Argentina paid interest for an amount of 5,722 corresponding to ON XXVI. - On April 10, 2026, VEISA paid principal and interest for an amount of 45,078 corresponding to loan agreement signed with Banco Citibank NA in March 2026. - On April 14, 2026, VEISA paid principal and interest for an amount of 20,077 corresponding to loan agreement signed with Banco Latinoamericano de Comercio Exterior in March 2026. - On April 14, 2026, VEISA paid principal and interest for an amount of 20,077 corresponding to loan agreement signed with Banco Latinoamericano de Comercio Exterior in March 2026. - On April 15, 2026, Vista Argentina paid interest for an amount of 1,084 corresponding to ON XXX. - On April 15, 2026, VEISA paid principal and interest for an amount of 50,433 corresponding to loan agreement signed with Banco Itaú in March 2026. - On April 15, 2026, VEISA paid principal and interest for an amount of 30,126 corresponding to loan agreement signed with Banco Itaú in March 2026. - On April 20, 2026, VEISA signed a loan agreement with Citibank N.A., for an amount of 45,000, at an annual interest rate of 5.67% and an expiration date in April 2026. - On April 22, 2026, Vista Argentina paid principal and interest for an amount of 11,610 corresponding to loan agreement signed with Banco BBVA Argentina S.A. in January 2026. - On April 22, 2026, Vista Argentina paid principal and interest for an amount of 40,437 corresponding to loan agreement signed with Banco BBVA Argentina S.A. in December 2025. - On April 23, 2026, VEISA paid interest for an amount of 240 corresponding to loan agreement signed with Banco Latinoamericano de Comercio Exterior in March 2026. - On April 24, 2026, Vista Argentina signed a loan agreement with Banco de la Nacion Argentina, for an amount of 60,000, at an annual interest rate of 2.95% and an expiration date in October 2026. - On April 26, 2026, Vista Argentina paid principal and interest for an amount of 20,154 corresponding to loan agreement signed with Banco Citibank NA. in April 2024.
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- On April 28, 2026, Vista Argentina paid principal and interest for an amount of 25,231 corresponding to loan agreement signed with Banco Citibank NA. in April 2024. - On April 28, 2026, VEISA paid interest for an amount of 93 corresponding to loan agreement signed with Banco Latinoamericano de Comercio Exterior in Mach 2026 There are no other events or transactions between the closing date and the date of issuance of these consolidated financial statements that could significantly affect the Company’s financial position or profit or loss. F-96
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Exhibit 4.7 MINUTES OF THE INVESTMENT AGREEMENT On the 5th day of December 2014, in the city of Neuquén, the following parties met: on behalf of the Province of Neuquén,José Gabriel López, in his capacity as Undersecretary of Mining and Hydrocarbons, with address at Ríoja 229 in the City ofNeuquén (hereinafter the “PROVINCE”), on the one hand; and GAS Y PETRÓLEO DEL NEUQUEN S.A., represented hereinby Mr. Alberto Javier Saggese, in his capacity as Chairman of the Board of Directors of GAS Y PETRÓLEO DEL NEUQUÉNS.A., with sufficient authority for this act by virtue of the general power of attorney attached hereto, with registered address at200 Aramendia Street, in the City of Neuquén, Argentina, (hereinafter “G&P”) on the one hand; and YPF S.A., representedherein by Mr. Carlos Roberto Grassia, in his capacity as Special Attorney-in-Fact, with sufficient authority for this transactionby virtue of the special power of attorney attached hereto, with registered office at 515 Macacha Güemes Street, in theAutonomous City of Buenos Aires, Argentina, (hereinafter “YPF”), and YSUR ENERGIA ARGENTINA S.R.L. (formerly knownas APACHE ENERGIA S.R.L.), represented herein by Mr. Carlos Roberto Grassia, in his capacity as Special Attorney-in-Fact,with sufficient authority for this act pursuant to the special power of attorney attached hereto, with registered office at1 Tucumán Street, in the Autonomous City of Buenos Aires, Argentina, (hereinafter “YSUR”) on the other hand, and all ofthem collectively referred to as the “PARTIES,” and WHEREAS: That pursuant to Article 1 of Law No. 26,741 on Hydrocarbon Sovereignty of the Argentine Republic, the achievement ofhydrocarbon self-sufficiency, as well as the exploration, exploitation, industrialization, transportation, and commercializationthereof, were declared to be of national public interest and a priority objective. That, furthermore, the following were established as principles of the Argentine Republic’s hydrocarbon policy, among others:the promotion of the use of hydrocarbons and their derivatives as a factor in the development and increased competitivenessof various economic sectors and of the
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provinces and regions; the conversion of hydrocarbon resources into proven reserves and their exploitation and thereplenishment of reserves; the integration of public and private, national and international capital into strategic alliances aimedat the exploration and exploitation of conventional and unconventional hydrocarbons; and the maximization of investmentsand resources employed to achieve hydrocarbon self-sufficiency in the short, medium, and long term. In this context, there is a need to strengthen the promotion of investment aimed at hydrocarbon exploitation. On September 16, 2014, the Federal Agreement for Hydrocarbon Self-Sufficiency was signed, in whose Annex 1 certain fiscalmatters were agreed upon. That Law No. 27,007 incorporates into Law No. 17,319 the concept of Unconventional Hydrocarbon Exploitation, whichconsists of the extraction of liquid and/or gaseous hydrocarbons using unconventional stimulation techniques applied inreservoirs located in geological formations of shale or slate rocks (shale gas or shale oil), compact sandstones (tight sands,tight gas, tight oil), coalbeds (coalbed methane), and/or characterized, in general, by the presence of low-permeability rocks. That Article 35(b) of Law No. 17,319 establishes that the Unconventional Hydrocarbons Exploitation Concession shall have aterm of thirty-five (35) years, including a Pilot Project Period of up to five (5) years. That Decree No. 929/13 of the National Executive Branch provided for the creation of an INVESTMENT PROMOTIONREGIME FOR THE EXPLOITATION OF HYDROCARBONS, both conventional and unconventional, within the framework ofLaws Nos. 17,319, 26,197, and 26,741. That said INVESTMENT PROMOTION REGIME FOR THE EXPLOITATION OF HYDROCARBONS was incorporated intoLaw No. 27,007.
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In this regard, it was established that entities registered in the National Hydrocarbon Investment Registry that hold explorationpermits and/or hydrocarbon exploitation concessions, and/or third parties associated with such holders jointly with them, whosubmit to the COMMISSION FOR PLANNING AND STRATEGIC COORDINATION OF THE NATIONAL HYDROCARBONINVESTMENT PLAN, created by Decree No. 1277/12, an “Investment Project for Hydrocarbon Exploitation” involving a directinvestment in foreign currency of no less than TWO HUNDRED AND FIFTY MILLION U.S. DOLLARS (U$S 250,000,000),calculated at the time of submission of the “Investment Project for the Exploitation of Hydrocarbons” and to be invested duringthe first THREE (3) years of the project. That pursuant to this legal framework, should these projects meet the conditions required for approval by the Planning andStrategic Coordination Commission of the National Hydrocarbon Investment Plan, YPF will submit to that Commission twounconventional development projects: “Unconventional Development of the La Amarga Chica Area” and “UnconventionalDevelopment of the Bajada de Añelo Area,” which include: 1. The geological and geophysical aspects of the projects,2. Descriptions of the main aspects of the planned reservoir engineering, 3. Descriptions of the comprehensive developmentprograms, 4. Commitments to direct investment in foreign currency exceeding two hundred fifty million U.S. dollars (US$250,000,000) to be invested during the first 3 years of each project
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That the NATIONAL CONSTITUTION, in Article 124, establishes that the Provinces hold the original ownership of the naturalresources existing within their territories. That Laws Nos. 17,319 and 26,197 designate the Provinces or the Nation as the Granting and Enforcing Authority, dependingon whether the gas or oil deposits are located within provincial or national territorial jurisdiction. That provincial Decree No. 436/09, amended and supplemented by Provincial Decree No. 866/09, established the reservationof areas in favor of Gas y Petróleo del Neuquén S.A., including the areas of a La Amarga Chica and Bajada de Añelo. That, at a meeting of the G&P board of directors held on December 21, 2009, the terms and conditions for Public TenderNo. 2/2009 (second round) were approved, which were subsequently approved by the shareholders’ meeting held onDecember 22, 2009, and by the then-Secretariat of State for Natural Resources via Resolution No. 018/2010. That said Tender concluded with the execution, on June 3, 2010, of the joint venture agreement for the exploration,development, and eventual exploitation of the “La Amarga Chica” area, which was approved by Decree No. 1526/2010 of theProvincial Executive Branch. That Provincial Decree No. 2131/10 approved Addendum No. 1 to that contract, executed on September 27, 2010, andProvincial Decree No. 959/13 approved Addendum No. 2 to that contract, executed on May 29, 2013. That on May 22, 2014, a meeting of the Executive Committee of the La Amarga Chica Joint Venture was held with the primaryobjective of presenting the technical and economic arguments supporting the submission associated with the proposal for adeclaration of commercial viability of the area and the consequent application for exploitation concession for the entire area.
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That, in view of the intention to promote the eventual development of the La Amarga Chica area, G&P, considering theprovisions of Article 9.1.1 of the joint venture agreement, expressly delegated to the area operator, by letter dated October 23,2014, the task of completing the filings with the relevant provincial authorities, this delegation reflecting G&P’s expressconsent and clear support within the framework of such proceedings. That, with respect to the Bajada de Añelo area, on September 20, 2009, G&P proceeded to issue Public Tender No. 1/2009(first round), which was approved by the then Secretariat of State for Natural Resources and Public Services throughResolution No. 201/2009. That said tender concluded with the execution, on December 11, 2009, of the joint venture contract for the exploration,development, and eventual exploitation of said area, which was approved by Decree No. 134/2010 of the Provincial ExecutiveBranch, as well as its Addendum No. 1 dated December 29, 2009. That Provincial Decree No. 1658/10 approved Addendum No. 2 to that contract, executed on May 28, 2010, and ProvincialDecree No. 1186/10 approved Addendum No. 3 to that contract, executed on June 29, 2010. That Provincial Decree No. 244/14 approved Addendum No. 4 to the Joint Venture Agreement and Amendment No. 1 to theJoint Operation Agreement of the “Bajada de Añelo” Joint Venture. That, in this case, on September 18, 2014, a meeting of the Executive Committee of the Bajada de Añelo Joint Venture washeld with the primary objective of presenting the technical and economic arguments supporting the submission associatedwith the proposal for a declaration of commercial viability for the area and the consequent application for an operatingconcession for the entire area.
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That, in this case and on identical grounds, it expressly delegated to the area operator, via a letter dated October 23, 2014,the task of completing the submissions to the relevant provincial authorities, with this delegation reflecting the expressconsent and clear support of G&P within the framework of such proceedings. That, in view of this, the PROVINCE considers it appropriate to restructure the existing contracts regarding the La AmargaChica and Bajada de Añelo areas in order to secure better revenue from the gas and oil under its jurisdiction, increasereserves and production, all within the framework of Laws Nos. 17,319, 24,145, 26,197, and 27,007, wherein Article 6 of LawNo. 26,197 establishes: “As of the enactment of this law, the Provinces, as the Enforcement Authority, shall act as thecounterparty to exploration permits, exploitation concessions, and hydrocarbon transportation concessions subject to transfer,being empowered, among other matters, to: (I) fully and independently exercise control and oversight over the aforementioned permits and concessions, andover any other type of hydrocarbon exploration and/or exploitation contract granted or approved by the nationalgovernment; (II) require compliance with applicable legal and/or contractual obligations regarding investments, the rationalexploitation of resources, information, and the payment of fees and royalties; (III) border the extension of legal and/or contractual deadlines; and (IV) apply the penalty regime provided for in Law No. 17,319 and its regulations (fines, suspension from the registry,expiration, and any other penalty provided for in terms and conditions or in the contracts). That the powers described in the preceding paragraph do not limit the other powers derived from the granting authority underLaw No. 17,319 and its regulations. That, to this end, the Province of Neuquén shall convert the contracts corresponding to the La Amarga Chica and Bajada deAñelo areas into
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Unconventional Hydrocarbon Exploitation Concessions under the terms of Article 35(b) of Law No. 17,319. That, as a condition and consideration for such conversion in favor of YPF and YSUR, YPF shall make a cash payment to theProvince of Neuquén as detailed below. Likewise, YPF and YSUR shall assign, in favor of Gas y Petróleo del Neuquén S.A.,their interest in certain areas as detailed below. That, within the framework of current regulations, it is the intention of the PARTIES to execute this INVESTMENTAGREEMENT, which shall be subject to the following terms and conditions. CONSEQUENTLY, THE PARTIES AGREE ARTICLE 1: PURPOSE The PARTIES agree, within the framework of Law No. 17,319 and its regulations (fines, suspension from the registry,expiration, and any other penalty provided for in terms and conditions or in the contracts). 1. The conversion of the Joint Venture Agreements regarding the La Amarga Chica and Bajada de Anelo areas and theirrespective Joint Operating Agreements, approved and amended by Provincial Decrees 1526/10, 2131/10, and 959/13,with respect to the former, and Provincial Decrees 134/10, 1658/10, 1186/10, and 244/14, with respect to the latter, intoUnconventional Hydrocarbon Exploration in which YPF and YSUR will hold the following interests: AREA STAKES LA AMARGACHICA YPF S.A.: 100% BAJADA DEAÑELO YPF S.A.: 85% YSUR Energía ArgentinaS.R.L.: 15%
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2. As a condition and consideration for the conversion of the aforementioned contracts into Unconventional HydrocarbonExploitation Concessions in favor of YPF and YSUR: i) YPF shall make a cash payment to the Province of Neuquén inthe amount of USD 41,000,000 (forty-one million U.S. dollars) within the timeframe specified in ARTICLE 3.1 of thisAgreement; and ii) YPF and YSUR shall transfer, free of any encumbrances, to the PROVINCE, and the Province shallcontribute to G&P the entirety of the interests (100%) held by YPF and YSUR in the areas detailed below: AREA PERCENTAGE OF OWNERSHIP PREVIOUSOWNER CortaderaPosition. 100% YPF S.A. LomaNegraNI 100% of the “Contract for Services for the Exploration,Exploitation, and Development of Hydrocarbons in the NIArea in the Province of Neuquén” (does not include theGas Processing Plant located within the area) YSUREnergíaArgentinaS.R.L. Cutral CoSur 100% YSUREnergíaArgentinaS.R.L. Neuquéndel Medio 100% YSUREnergíaArgentinaS.R.L. CollonCuraBlock I 100% YSUREnergíaArgentinaS.R.L. BajoBaguales 100% YSUREnergíaArgentinaS.R.L.
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The PARTIES further agree that the transfer of these areas shall be in their current condition, having analyzed said condition.In this regard, YPF and G&P state that they consider any contingencies that may arise from such areas to be offset by thetransfer of the investments already made in the gas pipeline compression works and their connection to the Loma NegraPlant, which affects the Puesto Cortadera and Portezuelo Minas fields. ARTICLE 2: PROJECT CHARACTERISTICS: Unconventional Development of the CONCESSIONS The projects presented involve the development of two areas whose geological characteristics indicate that they may beexploited for the purpose of producing liquid and gaseous hydrocarbons in a non-conventional manner. Consequently, the Projects provide for: La Amarga Chica Area 1. To invest in the pilot program, with a primary focus on unconventional reservoirs in the “Vaca Muerta” formation, thesum of FOUR HUNDRED TWENTY-TWO MILLION U.S. DOLLARS (U$S 422,000,000) during the first three years ofthe Investment Project, for the drilling of approximately 24 wells in said formation. 2. Subject to the results of the pilot program, it is estimated that the development will be completed with a total investmentof up to EIGHT BILLION SIX HUNDRED MILLION U.S. DOLLARS (U$S 8,600,000,000), for the drilling ofapproximately 847 wells. Bajada de Añelo Area 1. Invest in the pilot program, with a primary focus on unconventional reservoirs in the “Vaca Muerta” formation, the sumof FOUR HUNDRED FORTY-SEVEN MILLION U.S. DOLLARS (U$S 447,000,000) during the first three and a halfyears of the Investment Project, for the drilling of approximately 31 wells in said formation.
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2. Subject to the results of the pilot program, it is estimated that the development will be completed with a total investmentof up to TEN BILLION ONE HUNDRED FIFTY-EIGHT MILLION U.S. DOLLARS (U$S 10,158,000,000), for the drillingof approximately 1,100 wells. ARTICLE 3: TERMS AND CONDITIONS OF THIS AGREEMENT The PARTIES, with respect to the conversion of the areas detailed in Article 1 herein, agree as follows: Obligations of YPF: 1. Payment for the conversion of the contracts corresponding to the La Amarga Chica and Bajada de Añelo areas: i)YPF shall pay the PROVINCE the sum of FORTY-ONE MILLION UNITED STATES DOLLARS (U$S 41,000,000),which shall be payable within five (5) business days of the legislative ratification of this Agreement; and ii) YPFand YSUR shall transfer, within five (5) business days of the legislative ratification of this Agreement in favor ofGas y Petróleo del Neuquén S.A., and on behalf of and at the direction of the PROVINCE, their entire interest inthe following areas: AREA PERCENTAGE OF OWNERSHIP TRANSFEROR PuestoCortadera 100% YPF S.A. LomaNegra NI 100% of the “Contract for Services for the Exploration,Exploitation, and Development of Hydrocarbons in the NIArea in the Province of Neuquén” (does not include theGas Processing Plant located within the area) YSUREnergíaArgentinaS.R.L. Cutral CoSur 100% YSUREnergíaArgentinaS.R.L.
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Neuquéndel Medio 100% YSUREnergíaArgentinaS.R.L. Collon CuraBlock I 100% YSUREnergíaArgentinaS.R.L. BajoBaguales 100% YSUREnergíaArgentinaS.R.L. It is hereby established that the effective date for the transfer of the aforementioned areas shall be January 1, 2015. 2. Contributions for corporate social responsibility (“CSR”): In accordance with the terms of Article 21(a) of LawNo. 27,007, if these projects are approved by the Planning and Strategic Coordination Commission of theNational Hydrocarbon Investment Plan, YPF shall pay to the PROVINCE the equivalent of 2.5% of the project’sinitial investment amount, as a contribution toward Corporate Social Responsibility. The application of these amounts shall be subject to the following conditions: a. The fund shall be allocated to the Corporate Social Responsibility Trust Fund created by Decree No. 2,357/2008;and
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b. The programs to be funded will be determined jointly by the Province of Neuquén and the YPF Foundation. 3. Minimum Investment: YPF commits to making an investment of FOUR HUNDRED TWENTY-TWO MILLION U.S.DOLLARS (U$S 422,000,000) in La Amarga Chica, and FOUR HUNDRED FORTY-SEVEN MILLION (U$S447,000,000) in Bajada de Añelo, calculated at the BNA selling exchange rate at the time of entry of foreigncurrency into the Argentine financial market, when such currency originates abroad, or at the BNA sellingexchange rate at the time the investments are made, when the investments are made with locally availablefunds, within THIRTY-SIX (36) months and FORTY-TWO (42) months, respectively, from the approval of thisresolution by the Honorable Provincial Legislature. 4. Buy Neuquén (Compre Neuquino): YPF commits to prioritizing the hiring of labor, suppliers, and services basedin Neuquén with the aim of promoting the sustainability of permanent jobs dependent on the oil industry andconsolidating a competitive local and regional market, through the strengthening of micro, small, andmedium-sized enterprises in Neuquén and the expansion of the supply of products, goods, and services, linkingthe spectrum of oil workers, producers, industrialists, professionals, merchants, construction and servicecompanies, and all sectors based in the PROVINCE. Notwithstanding the foregoing, this priority shall not apply incases where, due to the specific nature and/or characteristics and/or significant cost of the tasks to be performedand/or the volume of operations, it is not feasible to contract labor, suppliers, and services based in Neuquén. 5. Use of Water and Aggregates: With regard to the use of water and extraction of aggregates necessary for theimplementation and operation of the activity outlined in the submitted project, YPF shall comply with currentregulations. In this regard, YPF shall carry out its activities through the rational and efficient use of theaforementioned resources.
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6. Oversight: YPF shall permit the monitoring of the work, expenditures, and investments to be carried out within theCONCESSION, so that they may be inspected and certified by the Enforcement Authority or other provincialagencies as applicable in accordance with current regulations; the formation of a working group composed of thePARTIES may be required, with the aim of making the Enforcement Authority’s operations more efficient. Commitments of the PROVINCE: 1. Conversion of Areas: Convert the La Amarga Chica and Bajada de Añelo areas into unconventional hydrocarbonexploitation concessions under the terms of Articles 27 and 35(b) of Law 17,319 (as amended by Law 27,007) in favorof YPF and YSUR, as detailed below: AREA SHARES LA AMARGACHICA YPF S.A.: 100% BAJADA DEAÑELO YPF S.A.: 85% YSUR Energía Argentina S.R.L.:15% 2. Taxes. Hydrocarbon royalties at 12%: The exploitation concessionaire shall pay the grantor monthly, as a royalty on thehydrocarbons extracted at the wellhead , a percentage of twelve percent (12%), in accordance with Article 59 of Law17,319 (as amended by Law 27,007). The PROVINCE undertakes not to impose new provincial taxes or increaseexisting ones with respect to the exploration and exploitation activities resulting from the Investment Projects.Notwithstanding the foregoing, in the event of an extension of the concessions, the provisions of Article 59 of LawNo. 17,319 (as amended by Law 27,007). 3. Gross Revenue: The PROVINCE shall apply a Gross Revenue Tax rate, which in no case may exceed 3% for theextraction of crude oil and natural gas pursuant to Subsection M of Article 4 of Law 2837, Code No. 111000, or any lawthat may replace it, applicable to hydrocarbons extracted within the concessions and during the term of saidconcessions and their extensions.
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4. Stamp Tax: Upon compliance with the provisions of ARTICLE 7 of this Agreement, the execution of agreements withthird parties or the assignment of rights to such parties, necessary for the implementation of the investment projects,shall be subject to Stamp Tax, in accordance with current regulations regarding the committed minimum investmentamount. Any other public or private document, agreement, and/or financial instrument required for the structuring of theaforementioned investment projects, including those related to the financing of the projects via debt or capitalcontributions from YPF or third-party partners, shall be exempt from Stamp Tax for the reasons set forth in Article 238 ofthe Tax Code. The payments established in this Agreement shall be made in pesos at the selling exchange rate of the Banco de la NaciónArgentina, as of the close of the third business day prior to payment and shall be deposited into the account that thePROVINCE shall notify in due course. The PARTIES further agree that the rights and obligations of this Investment Agreement shall be interpreted independently foreach of the Projects. ARTICLE 4: ENVIRONMENT. YPF undertakes to apply good operational practices in order to minimize and remedy potential environmental impacts, inaccordance with current legislation: Law No. 1875 (Consolidated Text of Law 2267) and its Regulatory Decree No. 2656/99,as well as Decree No. 1483/12 (on the protection of water resources) and its amendments. Likewise, YPF undertakes to submit to the Enforcement Authority a comprehensive environmental impact study covering thevarious phases of the Investment Projects, without prejudice to the environmental impact studies that must be conducted foreach well to be drilled, including an environmental section with appropriate methodology for the comprehensive treatment ofwaste.
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ARTICLE 5: INFORMATION TO BE SUBMITTED TO THE ENFORCEMENT AUTHORITY. During the term of this Agreement, YPF shall comply in a timely and proper manner with the submission to the EnforcementAuthority of technical documentation, information, and programs in accordance with the provisions of current provincial andnational regulations. ARTICLE 6: TERM The representatives of YPF, YSUR, and G&P sign this document with sufficient authority for this purpose. For its part, therepresentative of the Ministry signs this Agreement subject to approval by the Provincial Executive Branch, and a bill will besubmitted to the Honorable Provincial Legislature for consideration. This Agreement shall be implemented and shall enter intoforce upon ratification by the Honorable Provincial Legislature. It is further established that this Agreement may only beamended with the express prior written consent of both PARTIES. ARTICLE 7: STAMP TAX For the calculation of stamp tax, the taxable base of this Agreement is set at the sum of EIGHTY-TWO MILLION UNITEDSTATES DOLLARS (US$82,000,000). Pursuant to Article 238 of the Tax Code, any other taxable act that may be interpretedfrom this Instrument shall be exempt. For the purposes of tax payment and pursuant to Articles 233 and 236 of the current Provincial Tax Code and in accordancewith Provincial Decree No. 1162/12, the exempt portion shall amount to 50%, with YPF being responsible for the remaining50%. ARTICLE 8: NON-COMPLIANCE 8.1 Non-compliance by YPF and YSUR
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In the event of non-compliance, the provisions of Articles 87 et seq. and related provisions of Law 17,319 shall apply. 8.2 The PARTIES, by mutual and express agreement, mutually and reciprocally exempt each other from liability for damagesand interest arising from failure to fulfill the obligations undertaken, to the extent that such failure results from unforeseeablecircumstances or force majeure (see Articles 513 and 514 of the Civil Code). “Unforeseeable circumstances”
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fortuitous event or force majeure to be any event external to the PARTIES, which was not foreseen or, if foreseen, could nothave been avoided, acts of nature, or acts of third parties, or which are the consequence of any type of legal action, thatcause or could cause the non-performance or partial performance of the obligations undertaken under the project that is thesubject of this Agreement. ARTICLE 9: SUPPLEMENTARY PROVISIONS The rights and obligations established in this Agreement may be assigned by YPF and YSUR and shall consequently apply toany assignee (and its successors) provided that there is an assignment of the exploitation concession made in accordancewith the terms of Article 72 of Law No. 17,319 The PARTIES execute this Agreement in two copies of the same text and for a single purpose, at the place and on the dateindicated in the heading of this document valid only at the place and date indicated in the heading of this document. /s/ /s/ /s/ /s/ PROVINCE OF NEUQUEN /s/ DR. JOSE GABRIEL LOPEZ Undersecretary of Mines and Hydrocarbons Ministry of Energy and Public Services /s/ YPF S.A. /s/ YSUR ENERGIA ARGENTINA S.R.L. /s/ GAS Y PETROLEO DEL NEUQUÉN S.A.
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WHEREAS: File No. 5910-001328/15 of the registry of the Undersecretariat of Mining andHydrocarbons, National Law 17,319, Provincial Decree No. 2963/14; and WHEREAS: That by Provincial Decree No. 2963/14, YPF Sociedad Anónima was granted an Unconventional Hydrocarbons Exploitation Concession for the La Amarga Chica area, covering an area of onehundred eighty-eight point fifty-six (188.56 km²), in accordance with Articles 27, 27 Bis, and 35 of National Law 17,319, as amended by National Law 27,007, with a term of thirty-five (35) years; That, through the file referred to in the PREAMBLE, YPF Sociedad Anónima and Petronas E&P Argentina Sociedad Anónima have submitted a request for the authorization provided for in Article 72of National Law 17,319, to transfer fifty percent (50%) of the former’s interest in the Unconventional Exploitation Concession for the La Amarga Chica area to the latter, stating that YPF SociedadAnónima will continue to be the operator of the area; That if such transfer is authorized and once it has been executed, the ownership percentages in the aforementioned concession would be: YPF Sociedad Anónima, fifty percent (50%), and PetronasE&P Argentina Sociedad Anónima, fifty percent (50%); That, as required by applicable regulations, the transferring party and the transferee have filed the corresponding draft of the public deed of transfer with the Enforcement Authority; That, for their part, the companies YPF Sociedad Anónima, Petronas E&P Argentina Sociedad Anónima, TMF Trust Company (Argentina) Sociedad Anónima (in its capacity as Local GuaranteeAgent) and TMF Canada Management Inc. (in its capacity as Guarantee Agent), requesting that, once the aforementioned assignment is perfected, the assignment as security for said interest beauthorized in favor of YPF Sociedad Anónima, under the terms of Article 73 of National Law 17,319; That by means of the copy of the Guarantee Assignment Agreement and its translation contained on pages 22 through 62, Petronas E&P Argentina Sociedad Anónima shall guarantee the fulfillmentof certain obligations incumbent upon it by virtue of certain investment documents in the La Amarga Chica area executed with YPF Sociedad Anónima, with the return to the latter of its interest in theUnconventional Exploitation Concession (equivalent to 50% of the Concession). The enforcement of said guarantee is subject to the occurrence of certain events expressly described in said SecurityAssignment Agreement. The Guarantee Agent, through the Local Guarantee Agent, shall be responsible for executing the assignment as security upon express instructions from the parties in eachof said events;
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That, therefore, in accordance with the terms of the Guarantee Assignment Agreement, the Local Guarantee Agent shall be responsible for notifying the Undersecretariat of Mining and Hydrocarbonsof the enforcement of the guarantee in the following cases: (i) by virtue of the enforcement of the assignment in guarantee by YPF Sociedad Anónima, in the event of a material breach by PetronasE&P Argentina Sociedad Anónima in accordance with the investment documents for the La Amarga Chica area, executed with YPF Sociedad Anónima, or (ii) by virtue of the exercise of the right toenforce the guarantee assignment by Petronas E&P Argentina Sociedad Anónima and/or YPF Sociedad Anónima, indistinctly, in the event that Petronas E&P Argentina Sociedad Anónima exercisesits Exit Right in accordance with the investment documents for the area and, as a result, YPF Sociedad Anónima has the right to have returned to it, and/or Petronas E&P Argentina SociedadAnónima has the right to return to YPF Sociedad Anónima, fifty percent (50%) of the Unconventional Exploration Concession corresponding to the entirety of the interest owned by Petronas E&PArgentina Sociedad Anónima in the Concession; That, in light of the foregoing, Petronas E&P Argentina Sociedad Anónima requests that, once the assignment of fifty percent (50%) of the Unconventional Exploitation Concession in its favor hasbeen completed, the Undersecretary of Mining and Hydrocarbons authorize the assignment of said interest as collateral in favor of YPF Sociedad Anónima, pursuant to the terms of Article 73 ofNational Law 17,319 and the terms and conditions of the Guarantee Assignment Agreement; That, in this manner, once (i) the assignment of fifty percent (50%) of the Unconventional Exploration Concession by YPF Sociedad Anónima to Petronas E&P Argentina Sociedad Anónima; and(ii) the assignment as collateral of the latter to YPF Sociedad Anónima have been completed, the rights to the Unconventional Exploitation Concession shall be fifty percent (50%) owned by YPFSociedad Anónima and fifty percent (50%) by Petronas E&P Argentina Sociedad Anónima, with the rights of Petronas E&P Argentina Sociedad Anónima being subject to the assignment as securityin favor of YPF Sociedad Anónima; That on page 74, the General Directorate of Hydrocarbon and Hydroelectric Royalties intervenes, certifying that the company YPF Sociedad Anónima has filed and paid the sworn statementsrequired by National Law 17,319 and applicable provincial legislation; and that, in accordance with the records held by that agency, there is no outstanding debt regarding the settlement andpayment of hydrocarbon royalties through December 2014 inclusive, based on the sworn statements filed, for the production declared in said concession; That on page 124 there is a certificate of tax compliance for contracting from YPF Sociedad Anónima, issued by the Provincial Revenue Directorate, clarifying that it is subject to the proceedings ofcase files No. 5823-008580/2014 regarding the analysis of the current account for YPF Sociedad Anónima’s stamp tax, and case No. 5823-008581/2014 regarding the review of YPF SociedadAnónima’s real estate tax debt.
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On page 137, the Investment Directorate intervenes to report on the latest documentation submitted by the company Petronas E&P Argentina Sociedad Anónima, in order to comply with therequirements established by Resolution No. 54/2009 of the then Secretariat of State for Natural Resources and Public Services, stating that the Accounting Certification issued by independent publicaccountants regarding the capital increase paid in cash in the amount of one million nine hundred thirty-nine thousand eight hundred pesos ($1,939,800) has been properly submitted, resulting in atotal capital of two million thirty-nine thousand eight hundred pesos ($2,039,800) following said increase. This amount exceeds that required by Article 9 of Resolution No. 54/09, which establishesthat to be a transferee, one must possess, at the time of submitting the application, a net worth of not less than two million pesos ($2,000,000.00); thereby confirming that this requirement has beenmet; That on pages 138/139, the General Directorate of Exploration and Exploitation intervenes via Note DGE and E No. 246/2015, in which it reports that the General Directorate is currently processingthe regularization procedure by YPF Sociedad Anónima regarding payment differences made for the easement of the La Amarga Chica area, under file No. 5910-001438/15; and through Note DGEand E No. 248/2015, it states that the regularization proceedings by YPF Sociedad Anónima regarding payment differences for royalties in the La Amarga Chica area are also pending there; That in this instance, the transferring and transferee companies meet the requirements and conditions set forth in National Law 17,319 and Resolution No. 54/09 of the former Secretariat of State forNatural Resources and Public Services, for the purposes of the intended transfers; That the proceedings have been processed before the Undersecretariat of Mining and Hydrocarbons, and the Undersecretariat of Legal Affairs, both under the Ministry of Energy and PublicServices, has reviewed the matter and raised no technical or legal objections to the enactment of this legal provision; Therefore; THE GOVERNOR OF THE PROVINCE OF NEUQUÉN DECREES: Article 1: YPF Sociedad Anónima is hereby AUTHORIZED, in its capacity as holder of the Unconventional Exploitation Concession for the La Amarga Chica area, to transfer fifty percent (50%) of itsinterest in said concession, equivalent to fifty percent (50%) of the total rights, titles, and obligations, to Petronas E&P Argentina Sociedad Anónima; all in accordance with the terms of Article 72 ofNational Law 17,319. Article 2: Petronas E&P Argentina Sociedad Anónima is hereby AUTHORIZED, in its capacity as assignee of fifty percent (50%) of the Unconventional Exploration Concession for the La AmargaChica area, pursuant to the authorization granted in Article 1 of this Decree, to assign as collateral the
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one hundred percent (100%) of its interest in said concession, equivalent to fifty percent (50%) of the total rights, titles, and obligations, in favor of YPF Sociedad Anónima; pursuant to Article 73 ofNational Law 17,319. Article 3: The transferring and transferee companies involved in the transfers authorized by this Decree must submit the final Notarized Deeds of the transfers to the Enforcement Authority withinsixty (60) calendar days of their completion, for the purposes of their effective entry into force. Article 4: For the purposes of executing the Notarized Deeds of the transfers authorized in Articles 1 and 2 of this Decree, the Notary Public involved must comply with the provisions of Article 74 ofNational Law No. 17,319. Article 5: THE GENERAL NOTARY OFFICE OF THE GOVERNMENT OF THE PROVINCE OF NEUQUÉN IS HEREBY INSTRUCTED to record, free of charge, this Decree and any other relevantinstrument in the Provincial State Registry, certifying the assigned right. Article 6: This Decree shall be countersigned by the Minister of Energy and Public Services. Article 7: This Decree shall be communicated, published, submitted to the Official Gazette, and filed. THIS IS A COPY By: /s/ Oscar AnuelName: Oscar Anuel By: /s/ Nicola SapagName: Nicola Sapag
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Exhibit 4.8 VISTA ENERGY ARGENTINA S.A.U. as Issuer The Bank of New York Mellon as Trustee, Paying Agent, Registrar and Transfer Agent and Banco Santander Argentina S.A. as Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina Indenture Dated as of June 10, 2025 U.S.$500,000,000 8.500% Notes due 2033
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TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.01. Definitions 2 Section 1.02. Rules of Construction 24 ARTICLE 2 ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES 25 Section 2.01. Authentication and Delivery of Notes 25 Section 2.02. Execution of Notes 26 Section 2.03. Certificate of Authentication 26 Section 2.04. Form, Denomination and Date of Notes; Payments 26 Section 2.05. Registration, Transfer and Exchange 30 Section 2.06. Book-entry Provisions For Global Notes 31 Section 2.07. Special Transfer Provisions 32 Section 2.08. Mutilated, Defaced, Destroyed, Stolen and Lost Notes 36 Section 2.09. Further Issues 36 Section 2.10. Cancellation of Notes; Disposition Thereof 37 Section 2.11. Repurchases 37 Section 2.12. Security Identifier Numbers 37 ARTICLE 3 REDEMPTION; OFFER TO PURCHASE 38 Section 3.01. Optional Redemption 38 Section 3.02. Optional Redemption with Proceeds of Equity Offerings 38 Section 3.03. Redemption for Taxation Reasons 39 Section 3.04. Method and Effect of Redemption 39 Section 3.05. Offer to Purchase 41 ARTICLE 4 COVENANTS 42 Section 4.01. Payment of Principal and Interest 42 Section 4.02. Maintenance of Office or Agency 42 Section 4.03. Laws, Licenses and Permits 43 Section 4.04. Ranking 43 Section 4.05. Further Assurances 43 Section 4.06. Reporting 43 Section 4.07. Notice of Default 44 Section 4.08. Limitation on Incurrence of Indebtedness 44 i
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Section 4.09. Limitation on Restricted Payments 48 Section 4.10. Limitation on Liens 49 Section 4.11. Limitation On Sale and Leaseback Transactions 52 Section 4.12. Limitation On Dividend And Other Payment Restrictions Affecting Designated Subsidiaries 52 Section 4.13. Repurchase of Notes Upon a Change of Control 54 Section 4.14. Limitation on Sale of Assets 55 Section 4.15. Limitation on Transactions with Affiliates 58 Section 4.16. Listing 59 Section 4.17. Payment of Additional Amounts 59 Section 4.18. Suspension of Certain Covenants 61 ARTICLE 5 MERGERS, CONSOLIDATIONS, SALES, LEASES 61 Section 5.01. Mergers, Consolidations, Sales, Leases 61 ARTICLE 6 DEFAULT AND REMEDIES 62 Section 6.01. Events of Default 62 Section 6.02. Acceleration 63 Section 6.03. Waiver of Past Defaults 64 Section 6.04. Control by Majority 64 Section 6.05. Limitation on Suits 64 Section 6.06. Rights of Holders to Receive Payment 64 Section 6.07. Prescription 65 Section 6.08. Collection Suit by Trustee 65 Section 6.09. Trustee May File Proofs of Claim 65 Section 6.10. Priorities 65 Section 6.11. Restoration of Rights and Remedies 65 Section 6.12. Undertaking for Costs 65 Section 6.13. Rights and Remedies Cumulative 66 Section 6.14. Delay or Omission Not Waiver 66 ARTICLE 7 THE TRUSTEE 66 Section 7.01. Duties of Trustee. 66 Section 7.02. Certain Rights of the Trustee 67 Section 7.03. Individual Rights of Trustee 69 Section 7.04. Trustee’s Disclaimer 70 Section 7.05. Notice of Default 70 Section 7.06. Compensation And Indemnity 70 Section 7.07. Replacement of Trustee 71 Section 7.08. Successor Trustee by Merger 71 Section 7.09. Eligibility 71 ii
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Section 7.10. Representative of the Trustee in Argentina 72 ARTICLE 8 DEFEASANCE AND DISCHARGE 72 Section 8.01. Discharge of Company’s Obligations 72 Section 8.02. Legal Defeasance 72 Section 8.03. Covenant Defeasance 72 Section 8.04. Application of Trust Money 72 Section 8.05. Repayment to Company; Prescription 73 Section 8.06. Reinstatement 73 Section 8.07. Satisfaction and Discharge 73 ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS 74 Section 9.01. Amendments Without Consent of Holders 74 Section 9.02. Amendments With Unanimous Consent of Holders 75 Section 9.03. Meetings of Holders 76 Section 9.04. Effect of Consent 78 Section 9.05. Trustee’s Rights and Obligations 78 Section 9.06. Amendments 78 ARTICLE 10 MISCELLANEOUS 78 Section 10.01. Holder Actions 78 Section 10.02. Notices 79 Section 10.03. Certificate and Opinion as to Conditions Precedent 81 Section 10.04. Statements Required in Certificate or Opinion 81 Section 10.05. Governing Law, Etc 82 Section 10.06. Currency Indemnity 83 Section 10.07. No Adverse Interpretation of Other Agreements 84 Section 10.08. Successors 84 Section 10.09. Counterparts 84 Section 10.10. Separability 84 Section 10.11. Table of Contents and Headings 84 Section 10.12. No Personal Liability of Directors, Officers, Employees, Incorporators, Members or Stockholders 84 Section 10.13. Waiver of Trial by Jury 85 Section 10.14. Paying Agents, Transfer Agents, Registrars 85 Section 10.15. FATCA 85 Section 10.16. Calculations 85 iii
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EXHIBITS EXHIBIT A Form of Face of Certificated Note EXHIBIT B Transfer Notice EXHIBIT C Form of Restricted Global Note EXHIBIT D Form of Regulation S Global Note EXHIBIT E Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S During the Distribution Compliance Period EXHIBIT F Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S Upon and Following Expiration of the Distribution Compliance Period EXHIBIT G Form of Certificate to be Delivered in Connection with Transfers of Certificated Notes to QIBs iv
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INDENTURE, dated as of June 10, 2025, among Vista Energy Argentina S.A.U., a corporation incorporated under the laws of Argentina (the “Company” or the “Issuer”), The Bank of New York Mellon, as Trustee, Paying Agent, Registrar and Transfer Agent and Banco Santander Argentina S.A., as Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina. Capitalized terms not defined elsewhere in this Indenture shall have the meanings assigned to them in Section 1.01 hereof. RECITALS WHEREAS, the Company was incorporated as a sociedad anónima unipersonal under the laws of Argentina and registered on April 14, 1954 with the Public Registry of the City of Buenos Aires, under No. 378, page 405, Book 49, Volume A, and is currently registered with the Public Registry of the Province of Buenos Aires under File No. 248021, Register No. 143515, with a term of duration of 99 years, and its registered offices are located at Av. Libertador 101, Floor 12, Vicente López, Province of Buenos Aires, Argentina; WHEREAS, the Company is shale oil-focused private company, that it is engaged in the exploration and production of oil and natural gas in Argentina; and its capital stock as of March 31, 2025 was Ps. 89,049 thousand and its net worth as of March 31, 2025, was approximately Ps.1,792,960,768 thousand. WHEREAS, the shareholders of the Company, pursuant to a resolution dated May 7, 2019, May 7, 2024 and October 29, 2024, and the Board of Directors of the Company, pursuant to resolutions dated May 7, 2019, May 7, 2024 and October 29, 2024, duly authorized the creation of the Company’s U.S.$3,000,000,000 note program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) (the “Program”) in accordance with the Argentine Negotiable Obligations Law (as defined below), the Argentine Capital Markets Law (as defined below) and the CNV Rules (as defined below); WHEREAS, the creation of the Program was authorized by the CNV pursuant to CNV by Resolution No. RESFC-2019-20350-APN-DIR#CNV dated July 19, 2019, Disposition No. DI-2024-50-APN-GE#CNV dated July 10, 2024, and Disposition No. DI-2024-90-APN-GE#CNV dated November 22, 2024; WHEREAS, the Trustee is a New York banking corporation and it has agreed to act as Trustee, Registrar, Transfer Agent and Paying Agent under this Indenture; WHEREAS, pursuant to a Board Resolution (as defined below) of the Company dated June 2, 2025 and a resolution by a certain authorized officer dated June 4, 2025, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to U.S.$500 million aggregate principal amount of the Company’s Notes under the Program (the “Notes”), and, if and when issued, any Additional Notes (as defined below) as provided herein; WHEREAS, the Notes will constitute non-convertible negotiable obligations (obligaciones negociables simples no convertibles en acciones) in accordance with the Argentine Negotiable Obligations Law, will be entitled to the benefits set forth therein and subject to the procedural requirements established therein, and will be issued and placed in accordance with such law, the Argentine Capital Markets Law and the CNV Rules, and any other Argentine applicable laws and regulations; and 1
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WHEREAS, the Company issued (and has outstanding) (i) on August 27, 2021, Series XII Notes for an aggregate principal amount of U.S.$90,692,757; (ii) on December 6, 2022 and May 29, 2023, Series XVI Notes for an aggregate principal amount of U.S.$104,235,546; (iii) on December 6, 2022, Series XVII Notes for an aggregate principal amount of U.S.$39,118,007; (iv) on March 3, 2023, Series XVIII Notes for an aggregate principal amount of U.S.$118,542,307; (v) on March 3, 2023, Series XIX Notes for an aggregate principal amount of U.S.$16,457,693; (vi) on June 5, 2023, Series XX Notes for an aggregate principal amount of U.S.$13,500,000; (vii) on August 11, 2023, Series XXI Notes for an aggregate principal amount of U.S.$70,000,000; (viii) on December 5, 2023, Series XXII Notes for an aggregate principal amount of U.S.$14,668,984; (ix) on March 6, 2024 and May 3, 2024, Series XXIII Notes for an aggregate principal amount of U.S.$92,202,616; (x) on May 3, 2024, Series XXIV Notes for an aggregate principal amount of U.S.$46,561,789; (xi) on July 8, 2024, Series XXV Notes for an aggregate principal amount of U.S.$53,195,250; (xii) on October 10, 2024, Series XXVI Notes for an aggregate principal amount of U.S.$150,000,000; (xiii) on December 10, 2024, Series XXVII Notes for an aggregate principal amount of U.S.$600,000,000; and (xiv) on March 5, 2025, Series XXVIII Notes for an aggregate principal amount of U.S.$92,413,570; and WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided. THIS INDENTURE WITNESSETH For and in consideration of the premises and the purchase of the Notes by the holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all holders, as follows: ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions. “A3 Mercados” means A3 Mercados S.A. (formerly Mercado Abierto Electrónico S.A.). “Additional Amounts” has the meaning set forth in Section 4.17. “Additional Assets” means (a) (i) any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Designated Subsidiary in a Permitted Business; (ii) any Investment in a Person that at such time is primarily engaged in a Permitted Business; and (iii) any participation in any unión transitoria de empresas arrangement or any other form of unincorporated joint venture and transactions in connection with a unión transitoria de empresas arrangement or any other form of unincorporated joint venture, or (b) agreements, transactions, interests or arrangements which permit one party to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of business activities jointly with third parties, including, without limitation (A) ownership interests in oil and gas properties, processing facilities or gathering systems or ancillary real property interests; and (B) arrangements in the form of or pursuant to operating agreements, processing agreements, Farm-in Agreements, Farm-out Agreements, development agreements, area of mutual interest agreements, unitization agreements, pooling agreements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited), subscription agreements, stock purchase agreements and other similar agreements with third parties. 2
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“Additional Notes” has the meaning set forth in Section 2.09. “Adjusted Consolidated EBITDA” means, for any period, for the Company and its Designated Subsidiaries on a consolidated basis, Consolidated Profit for such period, plus (i) income tax (expense), (ii) financial income (expense), net, (iii) depreciation, depletion and amortization, (iv) transaction costs related to business combinations and gain from asset disposals, (v) restructuring and reorganization expenses, (vi) gain related to the transfer of conventional assets, (vii) other non-cash costs related to the transfer of conventional assets, (viii) profit (loss) from investments in associates and (ix) impairment (reversal) of long-lived assets. “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative thereto. “Affiliate Transaction” has the meaning set forth in Section 4.15. “Agent” means each of the Registrar and Transfer Agent, Paying Agent, Authenticating Agent, Argentine Registrar, Custodian and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina hereunder. “Agent Members” means members of, or participants in, the Depositary, including Euroclear and Clearstream, Luxembourg and Caja de Valores S.A. “Argentina” means the Republic of Argentina. “Argentine Capital Markets Law” means the Argentine Capital Markets Law No. 26,831, as amended by Law No. 27,440, as further amended and supplemented. “Argentine Civil and Commercial Code” means the Argentine Civil and Commercial Code, approved by Law No. 26,994, as amended. “Argentine Negotiable Obligations Law” means the Argentine Negotiable Obligations Law No. 23,576, as amended by Law No. 23,962 and by Law No. 27,440, as further amended from time to time. “Argentine Paying Agent” means a Person engaged to perform the obligations of the Company in respect of payments made or funds held hereunder in respect of the Notes in Argentina and, initially, Banco Santander Argentina S.A. (or any of its successor and assigns). “Argentine Registrar and Transfer Agent” means a Person engaged to maintain a record of all registrations and transfers of the Notes in Argentina and, initially, Banco Santander Argentina S.A. (or any of its successor and assigns). “Asset Sale” means any direct or indirect sale, conveyance, lease, transfer, assignment or other disposition (or series of related sales, leases, dispositions, conveyances, transfers, assignments or dispositions) by the Company or any Designated Subsidiary, including any disposition by means of a merger, consolidation, or similar transaction (each referred to for the purposes of this definition as a “disposition”), of: 3
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(i) any shares of Capital Stock of a Designated Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Designated Subsidiary); (ii) all or substantially all the assets of any division or line of business of the Company or any Designated Subsidiary; or (iii) any other assets of the Company or any Designated Subsidiary outside of the ordinary course of business of the Company or such Designated Subsidiary; provided, however, that “Asset Sale” shall not include: (i) a disposition by a Designated Subsidiary to the Company or another Designated Subsidiary; (ii) an expenditure of cash, or liquidation or disposition of cash equivalents (including for the avoidance of doubt and financial investment recorded under “Other Investments” in the Company’s consolidated financial statements) or goods held for sale and assets sold in the ordinary course of business; (iii) (a) a disposition of obsolete equipment or other obsolete assets or other property that is uneconomical and no longer useful for the Company or any Designated Subsidiary in the ordinary course of business; or (b) a disposition of assets that are exchanged for or are otherwise exclusively replaced by Additional Assets; (iv) the disposition of all or substantially all of the assets of the Company in a manner permitted under the covenant described under Article 5 hereof; (v) the lease, assignment or sublease of any real or personal property in the ordinary course of business, provided that any disposition (regardless of whether in the ordinary course of business) of Permitted Business properties do not have attributed to them any proved or probable reserves; (vi) the disposition of assets in a Sale and Leaseback Transaction; (vii) the Incurrence of any Lien permitted under Section 4.10; (viii) any Production Payments and Reserve Sales; provided that all such Production Payments and Reserve Sales (other than incentive compensation programs on terms that are reasonably customary in a Permitted Business for geologists, geophysicists and other providers of technical services to the Company or a Designated Subsidiary) will have been created, incurred, issued, assumed or guaranteed in connection with the financing of, and within 60 days after the acquisition of, the oil and gas properties that are subject thereto; (ix) Receivables Transactions in the ordinary course of business; or (x) a disposition of assets with a Fair Market Value of less than the greater of (x) U.S.$150 million and (y) 5.0% of Consolidated Total Assets(calculated as of the end of the most recent fiscal quarter ending prior to the applicable date of calculation), in each case in the aggregate in any Fiscal Year of the Company or such Designated Subsidiary. 4
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“Asset Sale Offer” has the meaning set forth in Section 4.14. “Asset Sale Offer Amount” has the meaning set forth in Section 4.14. “Asset Sale Offer Payment Date” has the meaning set forth in Section 4.14. “Attributable Indebtedness” means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction (as determined in accordance with IFRS Accounting Standards), of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction. “Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee. “Authorized Officers” has the meaning set forth in Section 10.02(d). “Bankruptcy Law” means the Argentine Insolvency and Bankruptcy Law No. 24,522, as amended, or any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect. “Board of Directors” means, with respect to any Person, the board of directors or similar governing body of such Person or any duly authorized committee thereof. “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the general counsel or other Officer of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. “Buenos Aires Stock Exchange” means the Bolsa de Comercio de Buenos Aires. “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in New York City or the City of Buenos Aires. “BYMA” means the Bolsas y Mercados Argentinos S.A. “Capital Stock” means, with respect to any Person, any and all shares, interests, participations, warrants, options, rights or other equivalents of or interests in (however designated and whether voting or non-voting) corporate stock of a corporation and any and all equivalent ownership interests in a Person (other than a corporation), in each case whether now outstanding or hereafter issued, including any preferred stock. “Capitalized Lease Obligations” means an obligation to pay rent or other amounts under a lease of property to the extent such obligation is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with IFRS Accounting Standards as in effect on the Issue Date, and the amount of Indebtedness represented by such obligation will be the amount of such obligation required to be capitalized at the time any determination thereof is to be made as determined in accordance with IFRS Accounting Standards as in effect on the Issue Date or the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable, and the stated maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty. 5
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“Cash and Cash Equivalents” means, for purposes only of the calculation of the Consolidated Leverage Ratio, at any time, any of the following: (i) U.S. Dollars, Argentine Pesos or money in other currencies received in the ordinary course of business; (ii) (a) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations (ii) European Union Government Obligations, and (iii) marketable general obligations issued or unconditionally guaranteed by the federal government of Argentina, or the Argentine Central Bank or any member State of Mercosur, in each case with maturities not exceeding one year from the date of acquisition; (iii) (a) demand deposits, (b) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (c) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (d) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of (x) Argentina or any political subdivision thereof having one of the four highest international or local ratings obtainable by S&P, Moody’s or Fitch or such similar equivalent rating by at least one “nationally recognized statistical rating organization” registered under Section 15E of the Exchange Act or (y) the United States or any state thereof having capital, surplus and undivided profits in excess of U.S.$500 million whose short-term debt is rated “A-2” or higher by S&P, “A-2” or higher by Fitch or “P-2” or higher by Moody’s (or such equivalent rating by at least one nationally recognized statistical rating organization registered under Section 15E of the Exchange Act); (iv) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (ii) and (iii), above entered into with any financial institution meeting the qualifications specified in clause (iii) above; (v) (a) commercial paper rated at least “P-1” by Moody’s, “A-1” by S&P or “A-1” or higher by Fitch and (b) commercial paper of an Argentine issuer the long-term unsecured debt obligations of which are rated the highest international rating of an Argentine issuer, and maturing within one year after the date of acquisition; (vi) money market funds or local mutual funds that at least 70% of the assets of which consist of investments of the type described in clauses (i) through (v) above; and (vii) substantially similar investments of comparable credit quality to clauses (i) through (vi) above, denominated in the currency of any jurisdiction in which the Company or any Designated Subsidiary conducts business, of issuers whose country’s credit rating is at least “BBB-” (or the then equivalent grade) by S&P or Fitch and the equivalent rating by Moody’s. “Certificated Notes” means the Notes in certificated, registered form, executed and delivered by the Company and authenticated by the Trustee in exchange for the Global Notes, (i) in the event that the Depositary is at any time unwilling or unable to act as depository for the Global Notes or if at any time the Depositary shall no longer be a clearing agency registered under the Exchange Act and a successor depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility or (ii) an Event of Default has occurred and is continuing with respect to the Notes. “Change of Control” means, in any event or circumstance, for whatever reason, whereby at any time after the Issue Date (i) any person or group of persons, other than one or more Permitted Holders, acquires, directly or indirectly, (x) more than fifty percent (50%) of all classes of Capital Stock in the 6
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Parent entitled to vote, or (y) a number of ordinary shares of the Parent that affords such person or group the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the members of the Parent’s Board of Directors or (ii) the Parent ceases to either, (x) directly or indirectly through wholly owned Subsidiaries (excluding qualifying stock), own more than 50% of the Capital Stock of the Company owned by the Parent on the Issue Date or (y) own a number of ordinary shares of the Company that affords the Parent the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the members of the Company’s Board of Directors. For purposes of this definition, “person” and “group” shall have the meaning given to such terms in Sections 13(d) and 14(d) of the Exchange Act. “Change of Control Offer” has the meaning set forth in Section 4.13(a). “Change of Control Payment” has the meaning set forth in Section 4.13(a). “Change of Control Payment Date” has the meaning set forth in Section 4.13(b)(ii). “Change of Control Repurchase Event” means the occurrence of both (i) a Change of Control and (ii) a Rating Downgrade Event. “Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg, as operator of the Clearstream system, and its successors. “CNV” means the Comisión Nacional de Valores (the Argentine National Securities Commission). “CNV Rules” means the rules and regulations of the CNV approved by General Resolution No. 622/2013, as amended from time to time. “Company” or “Issuer” means Vista Energy Argentina S.A.U. and any successor obligor under this Indenture and the Notes pursuant to Article 5. “Company Order” means a written request or order signed in the name of the Company by two Officers. “Consolidated Coverage Ratio” means, as of any date of determination, the ratio of, (x) the aggregate amount of Adjusted Consolidated EBITDA of the Company and its Designated Subsidiaries for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements prepared on a consolidated basis in accordance with IFRS Accounting Standards are made available under this Indenture to (y) Consolidated Interest Expense of the Company and its Designated Subsidiaries for such four fiscal quarters, provided that: (1) for purposes of the calculation of the Consolidated Coverage Ratio, Argentine Peso amounts referred to in the preceding clauses (x) and (y) shall be converted into U.S. Dollars at the average of the daily seller’s exchange rates for wire transfers (divisas) published by the Banco de la Nación Argentina on each day during such period comprised of four fiscal quarters; (2) if the Company or any Designated Subsidiary: (a) have Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes an Incurrence of 7
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Indebtedness at the end of such period, Adjusted Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or (b) have repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes a discharge of Indebtedness (in each case, other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Adjusted Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period; (3) if since the beginning of such period, the Company or any Designated Subsidiary will have made any asset disposition or disposed of or discontinued (as defined under IFRS Accounting Standards) any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes such a transaction: (a) the Adjusted Consolidated EBITDA for such period will be reduced by an amount equal to the Adjusted Consolidated EBITDA (if positive) directly attributable to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the Adjusted Consolidated EBITDA (if negative) directly attributable thereto for such period; and (b) Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any of its Designated Subsidiaries repaid, repurchased, redeemed, retired, defeased or otherwise discharged (to the extent the related commitment is permanently reduced) with respect to the Company and its continuing Designated Subsidiaries in connection with such transaction for such period (or, if the Capital Stock of any of its Designated Subsidiaries is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Designated Subsidiary to the extent the Company and its continuing Designated Subsidiaries are no longer liable for such Indebtedness after such sale); and (4) if since the beginning of such period the Company or any of its Designated Subsidiaries (by merger or otherwise) will have made an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, Adjusted Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such acquisition occurred on the first day of such period. 8
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For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligations has a remaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bears an interest rate at the Company’s option, the interest rate shall be calculated by applying such optional rate chosen by the Company. “Consolidated Interest Expense” means, for any period, the consolidated interest expense of the Company and its Designated Subsidiaries in accordance with IFRS Accounting Standards, net of any interest income for such period, plus, to the extent not included in such consolidated interest expense, and to the extent Incurred, accrued or payable by the Company or its Designated Subsidiaries, without duplication: (1) interest expense attributable to Sale and Leaseback Transactions, (2) capitalized interest, (3) non-cash interest expense, (4) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (5) net cash costs associated with Hedging Obligations related to Indebtedness, and (6) any of the above expenses with respect to Indebtedness of another Person guaranteed by the Company or any of its Designated Subsidiaries, as determined on a consolidated basis and in accordance with IFRS Accounting Standards. “Consolidated Leverage Ratio” means as of any date of determination, the ratio of: (1) the aggregate outstanding Indebtedness of the Company and its Designated Subsidiaries (net of Cash and Cash Equivalents) as of the end of the most recent fiscal quarter for which financial statements prepared on a consolidated basis in accordance with IFRS Accounting Standards are available in accordance with this Indenture, to (2) Adjusted Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements are available in accordance with this Indenture; provided that: (1) for purposes of the calculation of the Consolidated Leverage Ratio, Argentine Peso amounts referred to in the preceding clauses (1) and (2) shall be converted into U.S. Dollars as follows: (a) Indebtedness and Cash and Cash Equivalents denominated in Argentine Pesos as of the relevant balance sheet date will be converted into U.S. Dollars at the seller’s exchange rate for wire transfers (divisas) published by the Banco de la Nación Argentina as of the date of such balance sheet; and (b) Adjusted Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination will be converted into U.S. Dollars at the average of the daily seller’s exchange rates for wire 9
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transfers (divisas) published by the Banco de la Nación Argentina on each day during such period comprised of four consecutive fiscal quarters. (2) if the Company or any Designated Subsidiary: (a) have Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio includes an Incurrence of Indebtedness at the end of such period, Adjusted Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or (b) have repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio includes a discharge of Indebtedness (in each case, other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Adjusted Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period; (3) if since the beginning of such period the Company or any Designated Subsidiary will have made any asset disposition or disposed of or discontinued (as defined under IFRS Accounting Standards) any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio includes such transaction, the Adjusted Consolidated EBITDA for such period will be reduced by an amount equal to the Adjusted Consolidated EBITDA (if positive) directly attributable to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the Adjusted Consolidated EBITDA (if negative) directly attributable thereto for such period; and (4) if since the beginning of such period the Company or any of its Designated Subsidiaries (by merger or otherwise) will have made an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, Adjusted Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such acquisition occurred on the first day of such period. 10
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For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company. “Consolidated Profit” shall mean, for any period, the aggregate profit for the period of the Company and its Designated Subsidiaries on a consolidated basis for such period, determined in accordance with IFRS Accounting Standards. “Consolidated Total Assets” means, as of any date of determination, the aggregate assets of the Company and its Designated Subsidiaries on a consolidated basis determined in accordance with IFRS Accounting Standards. “Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee is principally administered, which at the date of this Indenture is located at 240 Greenwich Street, Floor 7E, New York, New York 10286, Attention: Global Corporate Trust. “Custodian” means a custodian of the Global Notes for DTC under a custody agreement or any similar successor agreement. “Deeply Subordinated Indebtedness” means any Subordinated Obligations of the Company or any Designated Subsidiary that are (i) subordinated in right of payment to the Notes, pursuant to a written agreement to that effect, (ii) (A) do not mature or require any amortization, redemption or other repayment of principal (other than through conversion or exchange of such Indebtedness into the Company’s or such Designated Subsidiary’s Capital Stock (other than Disqualified Capital Stock) or any Indebtedness meeting the requirements of this definition), (B) contain no change of control or similar provisions and (C) do not accelerate and has no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment of the Company or such Designated Subsidiary (other than as a result of insolvency proceedings of the Company or such Designated Subsidiary), in each case, prior to the 90th day following the Stated Maturity of the Notes and all other amounts due under this Indenture, (iii) do not provide for or require any security interest or encumbrance over any asset of the Company or any Designated Subsidiary and (iv) do not (including upon the happening of any event) restrict the payment of amounts due in respect of the Notes or compliance by the Company with its obligations under the Notes and this Indenture. “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default. “Depositary” means the depositary of each Global Note, which will initially be DTC. “Designated Subsidiary” means (i) all Subsidiaries of the Company existing as of the Issue Date, and (ii) any Subsidiary so designated by the Company’s Board of Directors. The Board of Directors of the Company may designate any Subsidiary to be a Designated Subsidiary; provided, that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: (1) the Company could Incur at least U.S.$1.00 of additional Indebtedness pursuant to Section 4.08, or (2) (x) the Company’s pro forma Consolidated Coverage Ratio is higher and (y) the Company’s pro forma Consolidated Leverage Ratio is lower, in each case, than such ratios immediately prior to such designation, in each case, on a pro forma basis taking into account such designation. Any designation by the Company provided for under this definition shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. The Company may re-designate a Designated Subsidiary as a Subsidiary that is no longer a Designated 11
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Subsidiary at any time (other than during a Suspension Period), unless such Designated Subsidiary or any of its Subsidiaries owns any equity interests (other than qualifying shares) or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Designated Subsidiary of the Company (other than solely any Subsidiary of the Designated Subsidiary to be so re-designated); provided that such re-designation complies with Section 4.09. “Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, in any case, on or prior to the 91st day after the final maturity date of the Notes. “Dollar-Denominated Production Payments” means production payment obligations recorded as liabilities in accordance with IFRS, together with all undertakings and obligations in connection therewith. “Distribution Compliance Period” means (1) in the case of the Notes, the 40-day period after the latest to occur of (a) the commencement of the sale of the Notes and (b) the Issue Date and (2) in the case of any Additional Notes, the 40-day period after the later to occur of (a) the commencement of the sale of the Additional Notes and (b) the issue date of such Additional Notes. “DTC” means The Depository Trust Company, a New York corporation, and its successors. “Electronic Means” shall mean the following communications methods: S.W.I.F.T., e-mail (with a .pdf attached), secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder. “Equity Offering” means an offering or placement for cash, after the Issue Date, of Qualified Stock of the Company or of any direct or indirect parent of the Company (to the extent the proceeds thereof are contributed to the Capital Stock of the Company in the form of Qualified Stock). “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its successors. “European Union Government Obligations” means obligations issued directly and fully guaranteed or insured by a member state of the European Union or by any agent or instrumentality thereof, provided that the full faith and credit of such member state of the European Union is pledged in support thereof. “Event of Default” has the meaning assigned to such term in Section 6.01. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. “Fair Market Value” of any property, asset, share of Capital Stock, other security, Investment or other item means, on any date, the fair market value of such property, asset, share of Capital Stock, other security, Investment or other item on that date as determined in good faith by the Board of Directors of the Company or any Subsidiary, as applicable. 12
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“Farm-in Agreement” means an agreement whereby a Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interests therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas property. “Farm-out Agreement” means a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership interest to another. “First Call Date” has the meaning set forth in Section 3.01. “Fiscal Year” means the accounting year of the Company commencing each year on January 1 and ending on the following December 31. “Fitch” means Fitch Inc. and its successors. “Global Notes” has the meaning set forth in Section 2.04(e). “Government Agency” means any public legal entity or public agency, created by any federal, provincial, state or local government, or any other legal entity now existing or hereafter created, or now or hereafter owned or controlled, directly or indirectly, by any public legal entity or public agency, including the Argentine Secretariat of Energy. “Hedging Obligations” means, with respect to any Person, the obligations of such Person pursuant to any interest rate swap agreement, foreign currency exchange agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement for bona fide hedging purposes, and not for speculative purposes, and to the extent recorded as a liability on the Company’s or the Designated Subsidiary’s most recent consolidated balance sheet prepared under IFRS Accounting Standards and filed with the CNV to the extent applicable. “Holder” means the Person in whose name a Note is registered on the Registrar’s books. “IFRS Accounting Standards” means the English language version of the International Financial Reporting Standards, as published by the International Accounting Standards Board, and as adopted by the Argentine Federation of Professional Councils in Economic Sciences and by the CNV for public companies. “Incur” means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (including by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of such Indebtedness or other obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” will have meanings correlative to the foregoing); provided that the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms will be considered an Incurrence of Indebtedness. “Indebtedness” means, with respect to any Person, without duplication and to the extent not fully collateralized with cash or cash equivalents, 1. any liability of such Person (i) for borrowed money, or 13
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(ii) evidenced by a bond, note, debenture or similar instrument issued in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (iii) for Capitalized Lease Obligations; 2. all obligations of such Person issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business); 3. all letters of credit, banker’s acceptances or similar credit transactions, including reimbursement obligations in respect thereof (but excluding for the avoidance of doubt any seguros de caución, provided, that upon the drawing of such instruments, amounts due are reimbursed within 90 days following such drawing); 4. all Disqualified Capital Stock issued by such Person (the amount of Indebtedness therefrom deemed to equal any involuntary liquidation preference plus accrued and unpaid dividends); 5. all obligations due and payable under Hedging Obligations of such Person; and 6. guarantees and other contingent obligations of such Person in respect of Indebtedness referred to in clauses (1) through (5) above. For purposes of determining any particular amount of Indebtedness under this definition, guarantees of (or obligation with respect to letters of credit supporting) Indebtedness otherwise included in the determination of such amount shall not also be included. For avoidance of doubt, Indebtedness shall not include any obligations not specified above, including trade payables and other accrued liabilities in the ordinary course of business. “Indenture” means this Indenture, as amended or supplemented from time to time. “Independent Financial Advisor” means an accounting firm, appraisal firm, investment banking firm or consultant of recognized standing that is, in the judgment of the Company’s Board of Directors, qualified to perform the task for which it has been engaged and which is independent in connection with the relevant transaction. “Instructions” has the meaning set forth in Section 10.02(d). “Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including, without limitation, by way of guarantee or similar arrangement; but excluding advances to customers, suppliers or operators in the ordinary course of business that are, in conformity with IFRS Accounting Standards, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Designated Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, bonds, notes, debentures or other similar instruments issued by, such Person and shall include the retention of the Capital Stock (or any other Investment) by the Company or any of its Designated Subsidiaries, of (or in) any Person that has ceased to be a Designated Subsidiary. 14
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If the Company or any Designated Subsidiary (x) sells or otherwise disposes of any equity interests of any direct or indirect Designated Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of the Company, or (y) designates any Designated Subsidiary as a Subsidiary that is not a Designated Subsidiary in accordance with the provisions of this Indenture, the Company will be deemed to have made an Investment on the date of any such sale, disposition or re-designation equal to the Fair Market Value of the net assets of such re-designated Subsidiary at the time of such sale, disposition or re-designation. For the avoidance of doubt, none of (a) any participation in any unión transitoria de empresas arrangement or any other form of unincorporated joint venture and transactions in connection with a unión transitoria de empresas arrangement or any other form of unincorporated joint venture, or (b) agreements, transactions, interests or arrangements which permit one party to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of business activities jointly with third parties, including, without limitation (A) ownership interests in oil and gas Properties, processing facilities or gathering systems or ancillary real property interests; and (B) arrangements in the form of or pursuant to operating agreements, processing agreements, Farm-in Agreements, Farm-out Agreements, development agreements, area of mutual interest agreements, unitization agreements, pooling agreements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited), subscription agreements, stock purchase agreements and other similar agreements with third parties, will be considered an Investment for the purposes of the Notes and this Indenture. “Investment Grade Rating” means BBB- or higher by Standard & Poor’s, Baa3 or higher by Moody’s or BBB- or higher by Fitch, or the equivalent of such global ratings by Standard & Poor’s, Moody’s or Fitch. “Issue Date” means the date hereof. “Lien” means any mortgage, pledge, encumbrance, security interest, charge or other encumbrance or preferential arrangement having the effect of constituting a security interest, including, without limitation, the equivalent created or arising under the laws of any country where the Company or any of its Designated Subsidiaries own Property. “Marketable Securities” means any of the following: (a) readily marketable direct obligations of the government of the United States, Argentina or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the government of the United States or Argentina, (b) insured certificates of deposit of or time deposits with any commercial bank that is a member of the United States Federal Reserve System that issues (or the parent of which issues) commercial paper rated as described in clause (c), is organized under the laws of the United States or any State thereof and has combined capital and surplus of at least U.S.$1 billion, (c) commercial paper issued by any corporation organized under the laws of any State of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P, or (d) debt obligations having a maturity not exceeding one year from the date of acquisition issued by a corporation organized under the laws of the United States or Argentina whose long-term debt is rated “A-” (or such similar equivalent rating, including similar equivalent ratings in foreign countries) or higher by at least one Nationally Recognized Statistical Rating Organization. “Material Adverse Effect” means, a material adverse effect on (a) the condition (financial or otherwise), operations, performance, business, properties or prospects of the Company and its Designated Subsidiaries taken as a whole, or (b) the rights and remedies of the Trustee, or the Holders of the Notes, as applicable under this Indenture or the Notes, or (c) the Company’s ability to pay any amounts under the 15
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Notes or this Indenture or the Company’s ability to perform its other payment obligations under the Notes or this Indenture or (d) the legality, validity or enforceability of this Indenture or the Notes. “Moody’s” means Moody’s Investors Service, Inc. and its successors. “Nationally Recognized Statistical Rating Organization” shall have the meaning set forth under Rule 436 under the Securities Act. “Net Available Cash” from an Asset Sale means cash payments or cash equivalents received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the Properties or assets that are the subject of such Asset Sale or received in any other non-cash form) therefrom, in each case minus: (1) all legal, accounting, investment banking, broker, consultant and advisory fees and expenses, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability in accordance with IFRS Accounting Standards, as a consequence of such Asset Sale; (2) all payments, including any prepayment premiums or penalties, made on any Indebtedness that is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from such Asset Sale; (3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; (4) appropriate amounts to be provided by the seller as a reserve, in accordance with IFRS Accounting Standards, against any liabilities associated with the property or other assets disposed of in such Asset Sale and retained by the Company or any Subsidiary after such Asset Sale; (5) taxes paid or payable in respect of Asset Sales; and (6) repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale. “Net Cash Proceeds” with respect to any issuance or sale of Capital Stock or sale or other disposition of any asset or other investment, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees and expenses actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. “Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S. “Notes” has the meaning assigned to such term in the Recitals. “Offer to Purchase” means a Change of Control Offer or an Asset Sale Offer. 16
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“Offering Memorandum” means the offering memorandum, dated December 4, 2024, relating to the issuance and sale of the Notes. “Officer” means, with respect to the execution of a Company Order or of the Notes on behalf of the Company by manual or electronic signatures pursuant to Section 2.01 or Section 2.02 (as applicable) hereof, of each of the chairman or president or other member of the Board of Directors, and of any member of the statutory committee of the Company, and for any other purpose with respect to any Person, the chairman or president of the Board of Directors, the principal executive officer or chief executive officer, any director, the principal financial officer or chief financial officer, the principal legal officer, the treasurer or any assistant treasurer, the principal accounting officer, controller, or the secretary or any assistant secretary, of such Person, or any Person otherwise authorized to act as legal representative, attorney-in-fact on behalf of, or in any other manner authorized to act for such purposes with respect to, such Person. “Officers’ Certificate” means an officer certificate of the Company, on behalf of itself or a Designated Subsidiary, signed by two Officers of the Company, one of whom is the principal executive officer or the principal financial officer, and the treasurer or any other officer, and delivered to the Trustee. “Opinion of Counsel” means a written opinion of outside counsel of the Company in form and substance reasonably satisfactory to the Trustee, obtained at the expense of the Company, or the surviving or transferee Person or a Designated Subsidiary, and who is reasonably acceptable to the Trustee. “Outstanding” refers to any Note authenticated and delivered pursuant to this Indenture, as of the Relevant Date, except: (a) Notes theretofore canceled by the Trustee, pursuant to the terms of this Indenture, or delivered to the Company or the Trustee for cancellation; (b) Notes that have been called for redemption or tendered for repurchase in accordance with their terms or which have become due and payable at maturity or otherwise and with respect to which monies sufficient to pay the principal thereof and any premium, interest, Additional Amounts or other amount thereon have been deposited with the Company, or with the Trustee; or (c) Notes in lieu of or in substitution for which other Notes have been authenticated and delivered; provided, however, that in determining whether the holders of the requisite principal amount of Outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any notice, consent, waiver, amendment, modification or supplement under this Indenture, Notes owned directly or indirectly by the Company or any of its Affiliates, including any Subsidiary (as certified by the Company to the Trustee in an Officers’ Certificate), will be disregarded and deemed not to be Outstanding. “Parent” means Vista Energy, S.A.B.de C.V. “Paying Agent” means any Person engaged to perform the obligations of the Company in respect of payments made or funds held hereunder in respect of the Notes and, initially, The Bank of New York Mellon, until replaced by a successor and, thereafter, means any of its successor and assigns. 17
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“Payment Date” means June 10 and December 10 of each year, commencing on December 10, 2025. “Permitted Business” means any business permitted by the corporate purpose of the Company or any of its Designated Subsidiaries as set forth in the Company’s or such Designated Subsidiary’s bylaws on the Issue Date, as applicable, or any business related, ancillary or complementary to such business. “Permitted Holder” means members of senior management of the Parent, and any spouse, lineal descendants, estates and heirs, or any trust or other investment vehicle for the primary benefit of any of the foregoing. “Permitted Investment” means: (1) any Investment in the Company or in a Designated Subsidiary; (2) any Investment in any Person (other than a Designated Subsidiary) that is directly or indirectly primarily engaged in a Similar Business; (3) an Investment in a Person that will, upon the making of such Investment, become a Designated Subsidiary or, after a reasonable time after making such investment, be merged, consolidated or amalgamated with or into or transfer or convey all or substantially all its assets or the assets that would otherwise correspond to the Company as a result of such Investment pursuant to the terms and conditions negotiated with any joint venture partner or co-investor to, the Company or a Designated Subsidiary; provided that such person is primarily engaged in a Similar Business; (4) Cash and Cash Equivalents , including for the avoidance of doubt any financial investment recorded under “Other Investments” in the Company’s consolidated financial statements; (5) payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with IFRS Accounting Standards; (6) stock, obligations or securities received in satisfaction of judgments; (7) Hedging Obligations; (8) loans or advances to, or guarantees of loans or advances made to, employees, directors, officers or consultants made in the ordinary course of business of the Company or any Designated Subsidiary in an aggregate principal amount not to exceed U.S.$5 million at any one time outstanding; (9) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.14 hereof, or any other disposition of assets not constituting an Asset Sale; (10) (A) advances to customers in the ordinary course of business that are recorded as accounts receivable on the consolidated balance sheet of such Person and (B) extensions of credit 18
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to suppliers in the ordinary course of business that are recorded as accounts payable on the consolidated balance sheet of such person; (11) repurchases of the Notes; (12) receivables owing to the Company or any Designated Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include the concessionary trade terms as the Company or the Designated Subsidiary deems reasonable under the circumstances; (13) Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Designated Subsidiary; (14) Extensions of credit and prepayment of expenses to customers, suppliers, utility providers, licensees, franchisees and other trade creditors in the ordinary course of business; (15) any acquisition of assets or Capital Stock solely in exchange for the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company or any of its direct or indirect parents; (16) any Investments received in compromise of obligations of trade creditors or customers that were Incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; (17) other Investments having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other investments made pursuant to this clause (17) since the Issue Date, not to exceed the greater of: (x) U.S.$100 million and (y) 3.0% of Consolidated Total Assets, calculated as of the end of the most recent fiscal quarter ending prior to the applicable date of calculation; (18) guarantees of Indebtedness of the Company or any Designated Subsidiary permitted under Section 4.08 hereof; and (19) Investments in existence as of the Issue Date or the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable, and any extension, modification or renewal of any such Investments (but not any such extension, modification or renewal to the extent it involves additional advances, contributions or other investments of cash or property, other than reasonable expenses incidental to the structuring, negotiation and consummation of such extension, modification or renewal). “Permitted Lien” means any of the Liens listed in clause (a) through (aa) permitted under Section 4.10. “Person” means any individual, corporation (including a business trust), limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity, or government or any agency or political subdivision thereof. 19
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“Production Payments” means Dollar-Denominated Production Payments and Volumetric Production Payments, collectively. “Production Payments and Reserve Sales” means the grant or transfer by the Company or a Designated Subsidiary of the Company to any Person of a royalty, overriding royalty, net profits interest, Production Payment, partnership or other interest in oil and gas properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties, including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in a Permitted Business for geologists, geophysicists and other providers of technical services to the Company or a Designated Subsidiary. “Primary Treasury Dealer” means a primary United States government securities dealer in New York City. “Program” has the meaning set forth in the Recitals. “Project Financing” means Indebtedness or a sale leaseback of Property the proceeds of which are applied to fund new acquisition, exploration, development or expansion by, or upgrades of the Property that is secured by such Property. “Project Financing Subsidiary” means, with respect to any Project Financing, the Subsidiary that is the primary obligor in respect of such Project Financing. “Property” means any asset, revenue or any other property, whether tangible or intangible, real or personal, including, without limitation, any right to receive income “QIB” has the meaning set forth in Section 2.04(e). “Qualified Merger Jurisdiction” means (i) Argentina, (ii) United States of America, any state thereof or the District of Columbia and (iii) any country member of the Organization for Economic Co-operation and Development (OECD). “Qualified Merger Tax Jurisdiction” has the meaning set forth in Section 4.17. “Qualified Stock” means all Capital Stock of a Person other than Disqualified Capital Stock. “Rating Agency” means any of (i) Standard & Poor’s, (ii) Moody’s or (iii) Fitch (in each case, or any successor thereof). “Rating Downgrade Event” means the occurrence, at any time within 60 days after the earlier of the date of public notice of the occurrence of a Change of Control or of our intention to effect a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies), of any of the following events expressly stated by the applicable Rating Agency to have been as a result of such Change of Control: (i) in the event the Notes have an Investment Grade Rating by at least two of the Rating Agencies on the date of such public notice, the rating of the Notes by at least two Rating Agencies shall be below an Investment Grade Rating; (ii) in the event the Notes have an Investment Grade Rating by any, but not two or more, of the Rating Agencies on the date of such public notice, the rating of the Notes by such Rating Agency will be changed to below an Investment Grade Rating; (iii) in the event the Notes are rated below an Investment Grade Rating by at least two of the Rating Agencies prior to such public notice, the rating of the Notes by at least two Rating Agencies shall be decreased by one or more gradations (including 20
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gradations within rating categories as well as between rating categories); or (iv) in the event the Notes are rated by only one Rating Agency and the rating of the Notes by such Rating Agency is below an Investment Grade Rating prior to such public notice, the rating of the Notes by such Rating Agency shall be decreased by one or more gradations (including gradations within rating categories as well as between rating categories). “Receivables Transaction” means any receivables financing facility or arrangement entered into by the Company or a Designated Subsidiary in the ordinary course of business, provided that the aggregate consideration received in any such financing (prior to deducting any related fees and expenses) is at least equal to the Fair Market Value of the receivables and related assets sold, less customary discounts, reserves or amounts reflecting the implicit interest rate. “Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, prepay, redeem, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness (other than intercompany Indebtedness) Incurred in compliance with this Indenture including Indebtedness that refinances Refinancing Indebtedness, provided that: (1) the Refinancing Indebtedness has a stated maturity no earlier than the stated maturity of the Indebtedness being refinanced; (2) the Refinancing Indebtedness has a weighted average life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the weighted average life of the Indebtedness being refinanced; (3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees Incurred in connection therewith); and (4) if the Indebtedness being refinanced is Deeply Subordinated Indebtedness or Subordinated Obligations, such Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of the Notes as those contained in the documentation governing the Indebtedness being refinanced. “Register” has the meaning assigned to such term in Section 2.05. “Registrar and Transfer Agent” means a Person engaged to maintain the definitive record of all registrations and transfers of the Notes in the Register and, initially, the Trustee, until replaced by a successor and, thereafter, means any of its successor and assigns. “Regular Record Date” means, with respect to any Note, the date that is one Business Day prior to each Payment Date, whether or not such date will be a Business Day. “Regulation S” means Regulation S under the Securities Act. “Regulation S Global Note” has the meaning set forth in Section 2.04(e). “Regulation S Securities Act Legend” has the meaning set forth in Section 2.04(f)(ii). 21
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“Reinstatement Date” has the meaning set forth in Section 4.18. “Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received in New York City, New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect has been given to the Holders by the Trustee. “Representative of the Trustee in Argentina” means Banco Santander Argentina S.A. or such other person designated from time to time by the Company. “Responsible Officer” means, with respect to the Trustee, means any officer in the corporate trust department of the Trustee or any other officer of the Trustee customarily performing functions similar to those performed by any such officer and, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who has direct responsibility for the administration of this Indenture. “Restricted Certificated Note” has the meaning set forth in Section 2.04(f). “Restricted Global Note” has the meaning set forth in Section 2.04(e). “Restricted Investment” means any Investment other than a Permitted Investment. “Restricted Payment” has the meaning set forth in Section 4.09. “Restricted Securities Act Legend” has the meaning set forth in Section 2.04(f)(i). “Rule 144A” means Rule 144A under the Securities Act. “Sale and Leaseback Transaction” means any transaction or series of related transactions pursuant to which the Company or any of its Designated Subsidiaries sell or transfer any Property in connection with the leasing, or the release against installment payments, or as part of an arrangement involving the leasing or resale against installment payments, of such Property to the seller or transferor. “Securities Act” means the U.S. Securities Act of 1933, as amended. “Securities Act Legend” has the meaning set forth in Section 2.04(f)(ii). “Senior Indebtedness” means any Additional Notes and any other Indebtedness of the Company or any Designated Subsidiary that ranks equal in right of payment with the Notes. “Significant Subsidiary” means, at any relevant time, any of the Company’s Subsidiaries which is a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC, as in effect on the Issue Date. “Similar Business” means: (1) any Permitted Business; (2) the acquisition, exploration, development, operation and disposition of interests in oil, gas, chemical, hydrocarbon, mining and agricultural Properties; 22
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(3) the gathering, marketing, treating, refining, processing, storage, selling and transporting of oil, gas, biofuels, chemicals other minerals and products; (4) the exploration for or development, production, treatment, refinery processing, storage, transportation or marketing of oil, gas, chemicals and other minerals and products, and agricultural products, produced in association therewith; evaluating, participating in or pursuing any other activity or opportunity that is primarily related to clauses (1) through (3) above; and (5) any activity that is ancillary or complementary to or necessary or appropriate for the activities described in clauses (1) through (4) of this definition. “Subordinated Obligations” means all Indebtedness of a Person which is subordinated in right of payment to the payment of the Notes. “Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the Capital Stock thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof. “Successor Person” has the meaning set forth in Section 5.01. “Suspended Covenants” has the meaning set forth in Section 4.18. “Suspension Period” has the meaning set forth in Section 4.18. “S&P” means Standard & Poor’s Ratings Group, Inc., or any successor thereto. “Taxes” has the meaning set forth in Section 4.17. “Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs. The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the First Call Date (such period, the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the First Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date. 23
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If on the third business day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the First Call Date, as applicable. If there is no United States Treasury security maturing on the First Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the First Call Date, one with a maturity date preceding the First Call Date and one with a maturity date following the First Call Date, the Company shall select the United States Treasury security with a maturity date preceding the First Call Date. If there are two or more United States Treasury securities maturing on the First Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. “Trustee” means the party named as such in the first paragraph of this Indenture or any successor Trustee under this Indenture pursuant to Article 7. “U.S.$” and “U.S. Dollar” means the currency of the United States of America, which at the relevant time is legal tender for the payment of public or private debts. “U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof. “Volumetric Production Payment” means production payment obligations recorded as deferred revenue in accordance with IFRS, together with all related undertakings and obligations. “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person. Section 1.02. Rules of Construction. Unless the context otherwise requires or except as otherwise expressly provided, (a) a term has the meaning assigned to it; (b) (i) an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS Accounting Standards; (ii) except as otherwise herein expressly provided, the term IFRS Accounting Standards, with respect to any computation required or permitted hereunder, shall mean IFRS Accounting Standards as of the date of such computation, and (iii) except as otherwise herein expressly provided, all ratios and computations based on IFRS Accounting Standards contained in this Indenture should be computed in conformity with IFRS Accounting Standards; (c) “including” means including without limitation; (d) words in the singular include the plural and words in the plural include the singular; 24
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(e) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; (f) secured Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness merely because it has a junior priority with respect to the same collateral; (g) all references to the date the Notes were originally issued shall refer to the Issue Date; (h) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision; (i) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated; (j) references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); (k) all references to principal, premium, if any, and interest in respect of the Notes will be deemed also to refer to any Additional Amounts which may be payable as set forth herein or in the Notes; (l) any action required to be taken on a given date pursuant to this Indenture shall, to the extent such date is not a Business Day, be deemed to be required to be taken on the next succeeding Business Day; and (m) in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines. ARTICLE 2 ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES Section 2.01. Authentication and Delivery of Notes. Upon the execution and delivery of this Indenture, or from time to time thereafter, Notes may be executed and delivered by the Company, in an aggregate principal amount Outstanding of not more than U.S.$500,000,000 million (other than Notes issued pursuant to Section 2.08 and Section 2.09) to the Trustee for authentication, accompanied by a Company Order directing such authentication and specifying the amount of Notes to be authenticated, the applicable rate at which interest will accrue on such Notes, the date on which the original issuance of such Notes is to be authenticated, the date from which interest will begin to accrue, the date or dates on which interest on such Notes will be payable and the date or dates on which the principal of such Notes will be payable and other terms relating to such Notes. The Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company (as set forth in such Company Order) signed by two Officers. The Trustee may appoint an Authenticating Agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. 25
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Section 2.02. Execution of Notes. (a) The Notes shall be executed by manual or electronic signatures by or on behalf of the Company by the signature of a member of the Board of Directors and a member of the statutory committee. (b) Notes bearing the manual or electronic signatures of individuals who were at the time of execution of the Notes the proper Officers of the Company shall bind the Company not withstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes. Section 2.03. Certificate of Authentication. Only such Notes as shall bear thereon a certification of authentication substantially as set forth in the forms of the Notes in Exhibits A, C and D hereto, executed by the Trustee by manual or electronic signature of one of its authorized signatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certification by the Trustee upon any Note executed by or on behalf of the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. Section 2.04. Form, Denomination and Date of Notes; Payments. The Notes and the Trustee’s certificates of authentication shall be substantially in the form set forth in Exhibits A, C and D hereof. On the Issue Date, the Notes shall be issued in the form provided in Section 2.04(e). The Notes shall be numbered, lettered, or otherwise distinguished in such manner as the Persons executing the same on behalf of the Company may determine with the approval of the Trustee. (a) The Notes may, subject to applicable Argentine laws and regulations (including the Argentine Negotiable Obligations Law and the Argentine Capital Markets Law) and subject to the prior approval of the CNV where applicable, be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, with the rules of any securities exchange on which the Notes may be listed, or for any Government Agency or depositary thereof, or to conform to general usage. (b) Subject to the requirements of the CNV and the relevant regulations of any stock exchange on which the Notes may be listed, Certificated Notes may be typewritten, printed, lithographed or produced by any combination of these methods on steel engraved borders or produced in any other manner, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. The issuance of the Notes shall be subject to applicable Argentine law governing the form and registration of securities, this Indenture, any rule of any securities exchange on which the Notes may be listed, or of any Government Agency or any depositary thereof, and subject to the prior approval of the CNV where applicable. (c) The Company agrees to cause the Notes to comply with Article 7 of the Argentine Negotiable Obligations Law. (d) Each Note shall be dated the date of their authentication. Each Note shall bear interest from (and including) the date of issuance thereof or from the most recent Payment Date to which interest has been paid or duly provided for and shall be payable on the dates specified on the face of the form of Note set forth as Exhibit A hereto. Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed. 26
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(e) On the Issue Date, an appropriate Officer will execute and deliver to the Trustee (i) for Notes sold within the United States to “qualified institutional buyers” as defined in and pursuant to Rule 144A under the Securities Act (each, a “QIB”), one or more restricted global Notes (each, a “Restricted Global Note”), in definitive, fully registered form without interest coupons (each, a “Registered Note”), in a denomination of U.S.$1,000 or any amount in excess thereof which is an integral multiple of U.S.$1,000, substantially in the form of Exhibit C hereto; and (ii) for Notes sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act, one or more Regulation S global Notes (each, a “Regulation S Global Note” and, together with the Restricted Global Note, “Global Notes”), in definitive, fully registered form without interest coupons, in a denomination of U.S.$1,000 or any amount in excess thereof which is an integral multiple of U.S.$1,000, substantially in the form of Exhibit D hereto; all such Notes so executed and delivered to the Trustee pursuant to sub-clauses (i) and (ii) of this clause (e) shall be in an aggregate principal amount that shall equal the aggregate principal amount of the Notes that are to be issued on the Issue Date. The aggregate principal amount of the Restricted Global Notes and the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Custodian for the Depositary or its nominee, as hereinafter provided. (f) Each Restricted Global Note, each restricted Certificated Note issued in exchange for interests in the Restricted Global Note (“Restricted Certificated Note”) and each Regulation S Global Note during the Distribution Compliance Period (and each Certificated Note issued in exchange for interests in the Regulation S Global Note during such period) shall bear the following legends as set forth below, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act and provided that upon and following the expiration of the Distribution Compliance Period, such legend included on the Regulation S Global Note (and each Certificated Note issued in exchange therefor) shall have no effect and may be removed by the Trustee upon direction of the Company or a holder of any interest in the Regulation S Global Note: (i) the Restricted Global Note shall bear the following legend (the “Restricted Securities Act Legend”) on the face thereof: “THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THE FOLLOWING SENTENCES. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS, ACKNOWLEDGES AND AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) IN COMPLIANCE WITH RULE 144A, UNDER THE SECURITIES ACT, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE), (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR OF ANY STATE THEREIN.” (ii) the Regulation S Global Note shall bear the following legend (the “Regulation S Securities Act Legend”, and together with the Restricted Securities Act Legend, each a “Securities Act Legend”) on the face thereof: 27
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“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), AND MAY NOT BE OFFERED, RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.” Each Global Note (i) shall be delivered by the Trustee to DTC acting as the Depositary or, pursuant to DTC’s instructions, shall be delivered by the Trustee on behalf of DTC to and deposited with the Custodian, and in either case shall be registered in the name of Cede & Co., or such other name as DTC shall specify, and (ii) shall also bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” Global Notes may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriate. (g) Interests in a Global Note deposited with DTC or Euroclear and/or Clearstream will be exchanged for Certificated Notes only if (i) in the case of a Global Note deposited with DTC, DTC notifies the Company and the Trustee that it is unwilling or unable to continue as Depositary, or ceases to be a clearing agency registered under the Exchange Act, and a successor Depositary for such Global Notes is not appointed by the Company within 90 days after the Company receives such notice, (ii) in the case of a Global Notes deposited with Euroclear and/or Clearstream, if the clearing system through which it is cleared and settled is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to cease business permanently or does in fact do so, (iii) an Event of Default has occurred and is continuing with respect to the Notes, or (iv) the Company in its sole discretion notifies the Trustee in writing that Certificated Notes will be delivered in exchange for such Global Note with respect to the Notes represented by such Global Note. To effect such an exchange, the Company will execute, and the Trustee, upon receipt of an Officers’ Certificate of the Company directing the authentication and delivery thereof, will authenticate and deliver, Certificated Notes in any authorized denominations in an aggregate principal amount equal to the principal amount of 28
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such Global Notes in exchange for such Global Notes. In connection with any such exchange, the Company or the Depositary shall provide or cause to be provided to the Trustee and Paying Agent all information necessary to allow the Trustee and Paying Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee and Paying Agent may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. (h) Global Notes shall in all respects be entitled to the same benefits under this Indenture as Certificated Notes authenticated and delivered hereunder. (i) The principal amount of the Notes will be payable in three consecutive annual installments, starting on June 10, 2031, on the Payment Dates and in the principal amounts set forth in the schedule below; provided that (i) any partial prepayment of the principal amount of the Notes pursuant to Section 3.01, Section 4.14 or other repurchases of the Notes to the extent that such Notes are cancelled shall reduce the principal amount due on each succeeding Payment Date on a pro rata basis for the amount of principal paid in connection with any such prepayment or repurchase over the remaining Payment Dates and (ii) any issuance of Additional Notes shall increase the principal amount due on each succeeding payment date on a pro rata basis for the principal amount of Additional Notes issued. Notice of any such reduction or increase, as the case may be, including an updated amortization schedule, shall be provided to the Holders and the Company shall deliver an Officers’ Certificate to the Trustee including such updated amortization schedule, which shall be conclusive and binding absent manifest error. The final installment of the principal will, in any event, equal the then outstanding aggregate principal balance of the Notes and will be payable together with the accrued and unpaid interest thereon and any other amounts then owing by the Company under the Notes. Dates June 10, 2031 June 10, 2032 June 10, 2033 Percentage of Original Outstanding Principal Amount Payable 33% 33% 34% The final maturity of the Notes will be June 10, 2033 (the “Stated Maturity”). (j) Interest (and principal, premium and Additional Amounts, if any, payable other than at Stated Maturity or upon acceleration, redemption or repurchase) will be payable in immediately available funds to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Payment Date notwithstanding the cancellation of such Notes upon any transfer or exchange thereof subsequent to such Record Date and prior to such Payment Date; provided, however, that interest payable at Stated Maturity or upon acceleration, redemption or repurchase will be payable to the person to whom principal will be payable; provided, further, that if and to the extent the Company defaults in the payment of the interest (and Additional Amounts, if any) due on such Payment Date, such defaulted interest (and Additional Amounts, if any) will be paid to the person in whose name such Notes are registered at the end of a subsequent record date established by the Company by notice delivered by or on behalf of the Company to the Holders of the Notes and the Trustee not less than 10 days preceding such subsequent record date, such record date to be not less than one Business Day preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Additional Note originally issued between a Regular Record Date and a Payment Date will be made on the Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. (k) Payment of the principal, any premium, interest, Additional Amounts and other amounts on or in respect of any Registered Note at Stated Maturity or upon acceleration, redemption or repurchase 29
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will be made in immediately available funds to the person in whose name such Note is registered upon surrender of such Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York City, the office of the Argentine Paying Agent located in either the Province of Buenos Aires or the City of Buenos Aires, or at the specified office of any other Paying Agent, provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Whenever the Company shall have one or more paying agents, including the Trustee, it will, prior to 10:00 a.m. New York Time on the Business Day prior to each due date of the principal of (and premium, if any) or interest on the Notes, deposit with the Trustee a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Registered Notes to be made other than at Stated Maturity or upon acceleration, redemption or repurchase will be made by check mailed on or before the due date for such payments to the address of the person entitled thereto as it appears in the Register; provided that (a) the applicable Depositary or its nominee, as holder of the Global Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a holder of U.S.$1,000,000 in aggregate principal or face amount of Notes shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such holder at a bank located in the United States or Argentina as may have been appropriately designated by such person to the Trustee in writing no later than 15 days prior to the date such payment is due. Unless such designation is revoked in writing, any such designation made by such holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such holder. (l) If the Stated Maturity or the Payment Date for the Notes falls on a day which is not a Business Day, payment of principal (and premium, if any) and interest with respect to such Note will be made on the next succeeding Business Day in the place of payment with the same force and effect as if made on the due date and no interest on such payment will accrue from and after such due date. Section 2.05. Registration, Transfer and Exchange. The Notes are issuable only in registered form. The Trustee will maintain at the Corporate Trust Office (in such capacity, the “Registrar”), a register (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Notes as provided herein. The name and address of the registered holder of each Note and the amount of each Note will be recorded in the Register. Such Register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. Upon the written request by the Argentine Registrar and Transfer Agent, the Registrar shall provide a copy of the Register to the Argentine Registrar and Transfer Agent at such address or electronic delivery method as the Argentine Registrar and Transfer Agent may designate in writing to the Trustee. Upon due presentation for registration of transfer of any Note, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Note or Notes in authorized denominations for a like aggregate principal amount. A holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a holder as provided herein, the Company, the Trustee and any agent of any of them shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall 30
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be affected by notice to the contrary. Furthermore, any holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged to the Registrar. When Notes are presented to the Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes as applicable. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar ) be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder thereof or his attorney duly authorized in writing in a form satisfactory to the Company and the Registrar. The Company and the Trustee, Registrar, or any Transfer Agent, may require payment of a sum sufficient to cover any stamp tax, other tax or other governmental charge from any applicable jurisdiction payable in connection with any exchange or registration of transfer of Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to any holder shall be made for any such transaction. The holder requesting transfer shall also provide or cause to be provided to the Trustee and Paying Agent all information necessary to allow the Trustee and Paying Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee and Paying Agent may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. None of the Trustee, Registrar, or the Transfer Agent shall be required to register the transfer or exchange of any Certificated Notes (a) for a period of 15 days preceding any Payment Date, (b) for a period of 30 days preceding any date established for the payment of principal, or (c) previously called for redemption or tendered for repurchase. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Claims against the Company for the payment of principal and interest, premium, if any, or other amounts due on the Notes (including Additional Amounts, if any) must be made within five years, with respect to principal, and two years, with respect to interest, premium, if any, or other amounts due on the Notes (including Additional Amounts, if any), in each case from the date on which such payment first became due, or a shorter period if provided by law. Section 2.06. Book-entry Provisions For Global Notes. Each Restricted Global Note initially shall (i) be registered in the name of a nominee of the Depositary, (ii) be delivered to the Custodian on behalf of the Depositary and (iii) bear the Securities Act Legend. Each Regulation S Global Note initially shall (i) be registered in the name of a nominee for the Depositary, (ii) be delivered to the Custodian on behalf of the Depositary and (iii) bear the Securities Act Legend; provided that upon and following the expiration of the Distribution Compliance Period, such Securities Act Legend shall have no effect and may be removed by the Trustee upon the direction of the Company or a holder of any interest in the 31
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Regulation S Global Note with the approval of the Company. Upon and following the expiration of the Distribution Compliance Period, interests in the Regulation S Global Notes may be held by any Agent Members. Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Custodian, or under the Global Notes, and the Depositary may be treated by the Company, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of any of them, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Global Note. (a) Except as provided in Section 2.07, transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its nominees, its successors or its respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted only in accordance with the rules and procedures of the Depositary and, to the extent relevant, the provisions of Section 2.07. In addition, Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any Restricted Global Note or Regulation S Global Note, respectively, under the circumstances set forth in Section 2.04(g). (b) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (c) In connection with the transfer of an entire Restricted Global Note or Regulation S Global Note to beneficial owners pursuant to clause (b) of this Section, the Restricted Global Note or Regulation S Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Restricted Global Note or Regulation S Global Note, as the case may be, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) Any Certificated Note delivered in exchange for an interest in a Restricted Global Note pursuant to clause (a) or (c) of this Section shall, except as otherwise provided by clause (d) of Section 2.07, bear the Securities Act Legend in accordance with Section 2.07(d). (e) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Notes. Section 2.07. Special Transfer Provisions. Unless and until the Securities Act Legend is removed from a Certificated Note or Global Note pursuant to clause (d) below, the following additional provisions shall apply to the proposed transfer, exchange or replacement of Certificated Notes or, to the extent relevant to the Trustee, the Registrar or the Depositary, any beneficial interest in a Global Note: (a) Transfers to Qualified Institutional Buyers. The following provisions shall apply with respect to the registration of any proposed transfer of a Note (or interest in a Global Note) to a QIB: 32
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(i) The Registrar shall register the transfer of any Certificated Note containing the Securities Act Legend if (x) the requested transfer is after the time period referred to in Rule 144 under the Securities Act as in effect with respect to such transfer or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the transfer notice provided for on the form of Note in substantially the form of Exhibit B. (ii) If the Note to be transferred is a Certificated Note containing the Securities Act Legend and the proposed transferee is an Agent Member holding such interest on behalf of a QIB, upon receipt by the Registrar of (x) the documents referred to in sub-clause (i) above (if such transfer is pursuant to clause (y) of sub- clause (i) above) and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the Certificated Note to be transferred and the Trustee shall cancel the Certificated Note so transferred. (iii) Subject to the DTC procedures, if the proposed interest to be transferred is an interest in the Restricted Global Note, (x) such transfer may be effected only through the book entry system maintained by the Depositary in compliance with the applicable provisions of the Securities Act Legend and (y) the transferee is required to hold such interest through an Agent Member. (iv) Subject to the DTC procedures, (x) except as set forth in sub-clause (v) below, during the Distribution Compliance Period, an interest in the Regulation S Global Note proposed to be transferred to a QIB transferee shall be required to be held on behalf of such transferee through Euroclear or Clearstream, Luxembourg, and (y) upon and following the expiration of the Distribution Compliance Period, transfers of interests in the Regulation S Global Note to such transferees shall not be so restricted, although interests therein shall be required to be held through Agent Members. (v) Subject to the DTC procedures, with respect to transfers of an interest in a Regulation S Global Note to a QIB during the Distribution Compliance Period, upon receipt by the Registrar of (x) with respect to any Certificated Notes, a certificate by the transferee or transferor, as the case may be, in substantially the form of Exhibit G hereto and (y) instructions given in accordance with the Depositary’s and Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest to be transferred, and shall increase the principal amount of the Restricted Global Note in a like amount. (b) Transfers of Interests in a Regulation S Global Note to Other U.S. Persons. Subject to the DTC procedures, (x) during the Distribution Compliance Period, an interest in the Regulation S Global Note proposed to be transferred to any U.S. Person transferee shall be required to be held on behalf of such other U.S. Person transferee only through Euroclear or Clearstream, Luxembourg, and (y) upon and following the expiration of the Distribution Compliance Period, transfers of interests in the Regulation S Global Note to any U.S. Person shall not be so restricted, although interests therein shall be required to be held through Agent Members. (c) Transfers to Non-U.S. Persons. The following provisions shall apply with respect to registration of transfers of a Note (or interest in a Global Note) to a person that is a Non-U.S. Person: 33
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(i) The Registrar shall register the transfer of any Certificated Note containing the Securities Act Legend to a Non-U.S. Person upon receipt by it from the transferor of a transfer notice provided for on the form of Note in substantially the form of Exhibit B. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Note, upon receipt by the Registrar of (x) in the case of transfers during the Distribution Compliance Period, a certificate by the transferor in substantially the form of Exhibit E and in the case of transfers upon and following the expiration of the Distribution Compliance Period, a certificate by the transferor in substantially the form of Exhibit F and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note to be transferred, and shall increase the Regulation S Global Note in a like amount. (iii) If the proposed transferor is a holder of a Certificated Note and the proposed transferee is an Agent Member, upon receipt by the Registrar of the documents required by sub-clause (i) above and instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Certificated Note to be transferred, and the Trustee shall cancel the Certificated Note so transferred. (iv) Subject to the DTC procedures, (x) during the Distribution Compliance Period, an interest in the Regulation S Global Note shall be required to be held on behalf of a Non-U.S. Person transferee only through Euroclear or Clearstream, Luxembourg, and (y) upon and following the expiration of the Distribution Compliance Period, transfers of interests in the Regulation S Global Note shall not be so restricted, although interests therein shall be required to be held through Agent Members. (d) Securities Act Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Securities Act Legend, the Registrar shall deliver only Notes that bear the Securities Act Legend unless the requested transfer, exchange or replacement (i) is after the time period referred to in Rule 144 under the Securities Act as in effect with respect to such transfer, exchange or replacement, (ii) is made in connection with a transfer under Section 2.07(c)(i) above occurring after the expiration of the Distribution Compliance Period or (iii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Upon the registration of transfer, exchange or replacement of Notes not bearing the Securities Act Legend, the Registrar shall deliver Notes that do not bear the Securities Act Legend. (e) General. By its acceptance of any Note bearing the Securities Act Legend, each holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Securities Act Legend and agrees that it will transfer such Note only as provided in this Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. 34
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The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.06 or this Section 2.07 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. None of the Trustee or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, a participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in a Global Note or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary or its nominee) of any notice (including any notice of redemption) or the payment of any amount (other than the Depositary or its nominee), under or with respect to such Global Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the applicable procedures. The Trustee and the Agents shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Agent Members and any beneficial owners. The Trustee and the Agents shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. All the provisions and undertakings set forth above concerning registration of ownership, exchange and transfer of the Notes shall be, in fact, exclusively fulfilled by the Registrar. In the event that the Representative of the Trustee in Argentina or the Argentine Registrar and Transfer Agent is required to carry out any of the obligations related to the registration of ownership, exchange and transfer of Notes, it can delegate such duties on any other entity acting in Argentina with legal capacity to carry them out in compliance with this Indenture and laws and regulations in force in Argentina. To do so, the Representative of the Trustee in Argentina or the Argentine Registrar and the Transfer Agent shall promptly notify the Company about the circumstance, in order that the latter appoints the entity it deems appropriate to assume the Representative of the Trustee in Argentina, the Argentine Registrar and Transfer Agent’s obligations. 35
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Once the appointment is made, and such is accepted by the appointed entity, the Representative of the Trustee in Argentina, the Argentine Registrar and Transfer Agent shall not be liable for the breach of any of the obligations assumed by the delegate Argentine representative of the trustee registrar and transfer agent according to this Indenture and shall be indemnified for and held harmless against any and all losses, damages, liabilities, judgments, claims, causes of action, costs and expenses (including fees and disbursements of legal counsel) incurred directly or indirectly, without negligence or bad faith on their part, arising out of or in connection with the performance of the duties assumed by the delegate Argentine registrar and transfer agent under this Indenture. Section 2.08. Mutilated, Defaced, Destroyed, Stolen and Lost Notes. The Company shall execute and deliver to the Trustee Certificated Notes in such amounts and at such times as to enable the Trustee to fulfill its responsibilities under this Indenture and the Notes. (a) The Trustee shall, in accordance with any terms and conditions set forth in the Notes, and upon provision of evidence satisfactory to the Trustee and to the Company that any Note was mutilated, defaced, destroyed, stolen or lost, together with such indemnity as the Trustee and the Company may require to hold each of them harmless, authenticate and deliver from time to time such Notes in exchange for or in lieu of such Notes that become mutilated, defaced, destroyed, stolen or lost. Each Note delivered in exchange for or in lieu of any other Note shall carry all the rights to interest (including rights to accrued and unpaid interest and Additional Amounts, if any) that were carried by such other Notes. (b) All Notes surrendered for payment, transfer or exchange shall be delivered to the Trustee. The Trustee shall cancel and destroy all such Notes surrendered for payment, transfer or exchange, in accordance with its security destruction policy, and shall, upon written request, deliver a certificate of destruction to the Company. (c) Upon the issuance of any substitute Note, the holder of such Note, if so requested by the Company, will pay a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation thereto and any other expense (including the fees and expenses of the Trustee, its counsel and its agents) in connection with the preparation and issuance of the substitute Note. (d) All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Section 2.09. Further Issues. (a) Subject to the authorization of the CNV, if applicable the Company may, from time to time, without the consent of the Holders of the Notes Outstanding, create and issue additional Notes of this series (“Additional Notes”) provided that such Additional Notes have the same terms and conditions as the Notes in all respects (or in all respects except for issue date, issue price and, if applicable, the first payment of interest) so that such subsequently issued Additional Notes may be consolidated and form a single series with the previously Outstanding Notes; provided that the issuance of Additional Notes shall then be permitted under Section 4.08, provided that any Additional Notes shall be issued under a separate CUSIP or ISIN number unless the Additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of original discount, in each case for U.S. federal income tax purposes. The Notes offered hereby and any Additional Notes would be treated as a single class for all purposes, including with respect to redemptions, and would vote together as one class on all matters with respect to the Notes. The Additional Notes will be (i) represented by an increase in the aggregate principal amount of the Global Notes or (ii) issued in the form of Certificated Notes if the Notes are no longer represented by Global Notes. 36
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(b) In connection with any such issuance of Additional Notes, the Company shall deliver to the Trustee: (i) a Company Order directing the Trustee to authenticate and deliver Additional Notes on the closing date specified therein in an aggregate principal amount specified therein and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Additional Notes; (ii) an Officers’ Certificate stating that the issuance of such Additional Notes is permitted by this Indenture; and (iii) an Opinion of Counsel stating that such Additional Notes when (1) executed and delivered by the Company, (2) authenticated by the Trustee in accordance with this Indenture and (3) issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture, subject to customary exceptions. Section 2.10. Cancellation of Notes; Disposition Thereof. All Notes surrendered for payment, redemption, registration of transfer or exchange, if surrendered to the Company or any agent of the Company or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be canceled by it; and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes held by it in accordance with its customary procedures, and, upon the written request of the Company, deliver a certificate of disposition to the Company. If the Company shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation. Section 2.11. Repurchases. The Company and its Subsidiaries and Affiliates may at any time purchase or otherwise acquire the Notes, by purchase or private agreement, in the open market or otherwise, at any price and may resell or otherwise dispose of such Notes in accordance with applicable securities laws at any time, taking into account that, in order to determine at any time whether or not the Holders of the required principal amount of the Outstanding Notes have made a request, demand, authorization, instruction, notice, consent or waiver under the terms of this Indenture, the Notes held by the Company or any of its Subsidiaries and Affiliates will not be counted and will not be considered Outstanding. Section 2.12. Security Identifier Numbers. The Company in issuing the Notes may use “CUSIP,” “ISIN” and/or “common code” numbers (if then generally in use), and, if so, the Trustee shall use for the Notes “CUSIP,” “ISIN” and/or “common code” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee, in writing, of any change in the “CUSIP,” “ISIN” and/or “common code” numbers. Additional Notes will only be issued with the same CUSIP number or other identifying number as the Notes issued hereunder if such further issuance would be treated as part of the same “issue” as the Notes issued hereunder within the meaning of United States Treasury regulation section 1.1275-1(f) or 1.1275-2(k). 37
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ARTICLE 3 REDEMPTION; OFFER TO PURCHASE Section 3.01. Optional Redemption. Prior to June 10, 2028 (the “First Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the present value at the redemption date of (i) the redemption price of such Notes at the First Call Date (such redemption price being set forth in the table below in respect of June 10, 2028) plus, (ii) all required interest payments through the First Call Date on such Notes (excluding accrued but unpaid interest to the redemption date), in each case, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points plus (b) Additional Amounts thereon, if any, on the principal amount of such Notes to be redeemed, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the First Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at the following redemption prices (expressed as a percentage of principal amount of the Notes being redeemed), plus accrued and unpaid interest thereon to the redemption date, if redeemed during the 12-month period commencing on June 10 of the years set forth below: Twelve-month period commencing in year Redemption Price 2028 104.250% 2029 102.125% 2030 and thereafter 100.000% For the avoidance of doubt, the Company will be responsible for making all calculations related to an optional redemption of the Notes, and the Trustee shall not have any obligation or liability for performing such calculations, or for verifying, determining or calculating the redemption price. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption. Section 3.02. Optional Redemption with Proceeds of Equity Offerings At any time, or from time to time, prior to June 10, 2028, the Company may, at its option, use the Net Cash Proceeds of one or more Equity Offerings to redeem in the aggregate up to 35% of the aggregate principal amount of outstanding Notes (including any Additional Notes) at a redemption price of 108.500% of the principal amount thereof, plus accrued and unpaid interest (including Additional Amounts), if any, to, but not including, the redemption date; provided that: (1) Notes in an aggregate principal amount equal to at least 65% of the aggregate principal amount of Notes (including any Additional Notes) remain outstanding immediately after the occurrence of such redemption; and 38
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(2) the redemption must occur not more than 90 days after the date of the closing of such Equity Offering. Notice of any redemption upon an Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. Section 3.03. Redemption for Taxation Reasons. If as a result of any change in, or amendment to, the laws or any regulations or rulings promulgated thereunder of Argentina or of any political subdivision thereof or of any authority therein or thereof having power to tax or as a result of any change in the official application, administration or interpretation of such laws, regulations, or rulings (including, without limitation, a holding by a court of competent jurisdiction), which change or amendment is announced and becomes effective at any time subsequent to the issuance of the Notes (or in the case of a non-Argentine Successor Person subsequent to the date such person became a Successor Person) the Company becomes obligated to pay any Additional Amounts as provided or referred to below in Section 4.17 and the Company determines in good faith that such obligation cannot be avoided by taking commercially reasonable measures available to the Company, the Notes will be redeemable as a whole (but not in part), at the Company’s option, at any time upon not less than 30 nor more than 60 days’ notice given to the Holders of the Notes as provided herein, at their principal amount, together with accrued interest thereon to the redemption date; provided, that commercially reasonable measures shall be understood not to include any change in the Company’s jurisdiction of incorporation or organization or location of the Company’s principal executive office or registered office. The Company will also pay to the Holders of the Notes on the redemption date any Additional Amounts which are then payable. In order to effect a redemption of the Notes under this Section 3.03, the Company will be required, prior to the giving of notice of redemption of Notes as provided herein, to deliver to the Trustee (i) an Officers’ Certificate stating that the obligation to pay such Additional Amounts cannot be avoided by the Company taking reasonable measures available to the Company and (ii) an Opinion of Counsel to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendment. No notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Notes then due. Section 3.04. Method and Effect of Redemption. (a) Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed. For so long as the Notes are listed on the BYMA or traded on A3 Mercados and the rules of such exchanges so require, the Company will cause notices of redemption to also be published as described in Section 10.02. (b) The notice of redemption will identify the Notes to be redeemed and will include or state the following: (i) the redemption date; (ii) the redemption price, including the portion thereof representing any accrued interest; (iii) in the case of Certificated Notes, the place or places where Notes are to be surrendered for redemption; 39
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(iv) Notes called for redemption must be so surrendered in order to collect the redemption price; (v) upon the satisfaction of the conditions precedent included in the notice of redemption, if any, on the redemption date the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date; (vi) if any Note is redeemed in part, on and after the redemption date, upon surrender of such Note, new Notes equal in principal amount to the unredeemed portion will be issued upon cancellation of the original Note; (vii) if applicable, the conditions precedent to which the notice of redemption is subject; and (viii) if any Note contains a CUSIP, ISIN or common code number, no representation is being made as to the correctness of such CUSIP, ISIN or common code number either as printed on the Notes or as contained in the notice of redemption and that the holder should rely only on the other identification numbers printed on the Notes. Notice of redemption at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that, the Company sets forth the information above in an Officer’s Certificate to the Trustee no less than 10 days prior to the redemption date (or such shorter time to which the Trustee agrees). (c) Any notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent (except as provided for under Section 3.03, in which case it must be irrevocable). Notes called for redemption will become due on the redemption date specified in the notice of redemption (subject to the satisfaction of any conditions precedent included in the notice of redemption). The Company will pay the redemption price for the Notes together with accrued and unpaid interest thereon (including Additional Amounts, if any) to the date of redemption. On and after the redemption date, as long as the Company has deposited with the Paying Agent, or at the Corporate Trust Office of the Trustee, funds in satisfaction of the applicable redemption price plus accrued and unpaid interest, if any, pursuant to this Indenture, interest will cease to accrue on the Notes called for redemption, and the only right of the Holders of such Notes will be to receive payment of the redemption price together with accrued interest and Additional Amounts, if any, to the redemption date. Upon redemption of the Notes by the Company, the redeemed Notes will be cancelled and may not be reissued or resold. (d) In the case of a partial redemption, selection of the Notes for redemption will be made, in the case of Certificated Notes, by lot, or in the case of Global Notes, in accordance with applicable depositary policies and procedures. No Notes of a principal amount of U.S.$1,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the note will state the portion of the principal amount of the Note to be redeemed. A new Certificated Note in a principal amount equal to the unredeemed portion of the Certificated Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Certificated Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary (which may be made on a pro rata pass-through distribution of principal basis). Notes called for redemption become due and payable at the redemption price on the redemption date and, commencing on the redemption date, Notes redeemed will cease to accrue interest. 40
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Section 3.05. Offer to Purchase. (a) An Offer to Purchase must be made by written offer (as used in this Section, the “offer”) sent to the Holders. The Company will notify the Trustee at least five (5) days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. In such case, the Company shall provide the Trustee with the information required under Section 3.05(b). (b) The offer must include or state the following as to the terms of the Offer to Purchase: (i) the provision of this Indenture pursuant to which the Offer to Purchase is being made; (ii) the aggregate principal amount of the Outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to this Indenture) (as used in this Section, the “purchase amount”); (iii) the purchase price, including the portion thereof representing accrued interest; (iv) an expiration date (as used in this Section, the “expiration date”) not less than 30 days or more than 60 days after the date of the offer, and a settlement date for purchase (as used in this Section, the “purchase date”); (v) a holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a minimum principal amount of U.S.$1,000 or integral multiples of U.S.$1,000 in excess thereof; (vi) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase; (vii) each holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer); (viii) interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue; (ix) on the purchase date, the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date; (x) Holders are entitled to withdraw Notes tendered by giving notice, which must be received by the Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the holder is withdrawing all or a portion of the tender; 41
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(xi) (A) if Notes in an aggregate principal amount less than or equal to the purchase amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company will purchase all such Notes, and (B) if the Offer to Purchase is for less than all of the Outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes with a minimum principal amount of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof, will be purchased; (xii) if any Note is purchased in part, new Notes equal in principal amount to the unpurchased portion of the Note will be issued upon cancellation of the original Note; (xiii) if applicable, the conditions precedent to which the Offer to Purchase is subject; and (xiv) if any Note contains a CUSIP, ISIN or common code number, no representation is being made as to the correctness of such a CUSIP, ISIN or common code number either as printed on the Notes or as contained in the offer and that the holder should rely only on the other identification numbers printed on the Notes. (c) On or prior to the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase. On the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date. The Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part. (d) The Company will comply, to the extent applicable, with Rule 14e-1 under the Exchange Act and all other applicable securities laws or regulations in making any Offer to Purchase. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions herein the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such securities laws or regulations. ARTICLE 4 COVENANTS Section 4.01. Payment of Principal and Interest. The Company covenants and agrees, for the benefits of the Holders of the Notes, that it will duly and punctually pay or cause to be paid the principal of, and interest, premium and Additional Amounts, if any, on each of the Notes, and any other payments to be made by the Company under the Notes and this Indenture, at the place or places, at the respective times and in the manner provided in the Notes and this Indenture. Section 4.02. Maintenance of Office or Agency. The Company will maintain in (i) either the Province of Buenos Aires or the City of Buenos Aires, Argentina; and (ii) each place of payment specified for the Notes an office or agency (including for such purposes the office of a Paying Agent or Transfer Agent, to the extent applicable) where the Notes may be presented or surrendered for payment, registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. 42
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Section 4.03. Laws, Licenses and Permits. The Company will, and will cause each of its Designated Subsidiaries to, comply with all applicable laws, rules, regulations, orders and directions of any Government Agency having jurisdiction over the Company or its Designated Subsidiary or its Designated Subsidiary’s business and all of the covenants and obligations contained in any material agreements to which the Company or any of its Designated Subsidiaries is a party, unless contested in good faith by the Company and except where the failure to so comply would not have a Material Adverse Effect on (i) the Company’s ability to meet its obligations under the Notes on a timely basis or (ii) any material rights or interest of the Trustee or the Holders under this Indenture or the Notes. Section 4.04. Ranking. The Notes will constitute “obligaciones negociables simples no convertibles en acciones” under the Argentine Negotiable Obligations Law, and will at all times (a) be entitled to the benefits set forth therein and subject to the procedural requirements thereof and (b) constitute the Company’s general, unsecured and unsubordinated obligations and rank pari passu, without any preferences among themselves, with all the Company’s other present and future unsecured and unsubordinated indebtedness from time to time outstanding (other than obligations preferred by statute or by operation of law). Section 4.05. Further Assurances. The Company shall, at its own cost and expense, execute and deliver to the Trustee all such documents, instruments and agreements and do or cause to be done all such other acts and things as may be reasonably required to enable the Trustee to exercise and enforce its rights hereunder and under the documents, instruments and agreements required hereunder and to carry out the intent of this Indenture. Section 4.06. Reporting. (a) The Company has no obligation to furnish the Trustee with the Financial Reports (as defined in this Section 4.06) unless (i) the Company (x) ceases to file as a public company with the CNV, (y) becomes delisted from the BYMA or (z) fails to comply with its obligation to submit or file its interim or annual consolidated financial statements with the CNV or the BYMA or (ii) the Parent (x) terminates its reporting obligations with the SEC, (y) becomes delisted from the NYSE or (z) fails to comply with its obligation to submit or file its interim or annual consolidated financial statements with the SEC or the NYSE, in which events the Company will furnish to the Trustee: (A) as soon as available, but, in any event within 90 days after the end of each of the first three quarters of each Fiscal Year: copies of the Company’s unaudited consolidated financial statements for such quarter, together with any notes thereto; (B) as soon as available but, in any event, within 120 days (or solely with respect to a change in the Company’s independent auditors, within five Business Days after the time required under applicable law to file such item) after the end of each Fiscal Year: (1) copies of the Company’s complete audited consolidated financial statements for such Fiscal Year, including the Company’s audited consolidated balance sheet as of the end of such Fiscal Year, the related audited consolidated statements of income and expense, retained earnings, paid in capital and surplus and changes in the consolidated financial position of the Company, which will be in agreement with the Company’s books of account and prepared in accordance with IFRS Accounting Standards; (2) a report on such financial statements of Pistrelli, Henry Martin y Asociados S.A. (formerly Pistrelli, Henry Martin y Asociados S.R.L.) (member of Ernst & Young Global Limited), or another of the four most prominent firms of independent public accountants of internationally recognized standing; and (3) an Officers’ Certificate certifying that, since the Company’s most recent delivery of financial statements pursuant to this Section 4.06, no default or Event of Default has occurred or is continuing or, if such default or Event of Default has occurred and is continuing, specifying its nature, the period of its existence and the action taken or proposed to be taken to remedy such default or Event of Default items (1), (2), and (3), collectively, the “Financial Reports”). 43
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(b) The Trustee shall have no obligation to determine if the Company is required to file any report or other information pursuant to this Section 4.06, nor be responsible or liable for determining or monitoring whether or not the Company has otherwise delivered any report or other information in accordance with the requirements specified in the foregoing paragraph. Delivery of reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of any of those shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled conclusively to rely on an Officers’ Certificate). Section 4.07. Notice of Default. The Company will, promptly, and in any event within five Business Days after it obtains knowledge thereof, notify the Trustee, in writing, following the occurrence of any Event of Default. Section 4.08. Limitation on Incurrence of Indebtedness. The Company will not, and will not permit any of its Designated Subsidiaries to, directly or indirectly, Incur any Indebtedness; provided that the Company or any of its Designated Subsidiaries may Incur Indebtedness if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the net proceeds therefrom: (a) its Consolidated Coverage Ratio would not be less than 2.00 to 1.00; and (b) its Consolidated Leverage Ratio would not exceed 3.50 to 1.00. The first paragraph of this Section 4.08 will not prohibit the Incurrence, by the Company or any of its Designated Subsidiaries, of the following Indebtedness: (i) Indebtedness represented by the Notes (other than any Additional Notes); (ii) Indebtedness of the Company and its Designated Subsidiaries in existence on the Issue Date; (iii) intercompany Indebtedness among the Company and its Designated Subsidiaries or among the Company’s Designated Subsidiaries; (iv) guarantees by the Company or its Designated Subsidiaries of Indebtedness permitted to be Incurred under this Section 4.08; (v) Indebtedness of Persons Incurred and outstanding on the date on which such Person became a Designated Subsidiary or was acquired by, or merged into, the Company or any Designated Subsidiary (other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Designated Subsidiary or was otherwise acquired by the Company or (b) otherwise in connection with, or in contemplation of, such acquisition); provided that at the time such Person is acquired, either (a) the Company would have been able to Incur U.S.$1.00 of additional Indebtedness pursuant to the first paragraph of this Section 4.08 after giving pro forma effect to the Incurrence of such Indebtedness and such transaction, as if such Indebtedness were Incurred and such transaction consummated at the beginning of its most recent four consecutive fiscal 44
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quarters for which consolidated financial statements are made available under this Indenture; or (b) (x) the Company’s pro forma Consolidated Coverage Ratio is higher and (y) the Company’s pro forma Consolidated Leverage Ratio is lower, in each case, than such ratios immediately prior to such acquisition or merger; (vi) Indebtedness under Hedging Obligations; (vii) Indebtedness (including Capitalized Lease Obligations) of the Company or a Designated Subsidiary Incurred for the purpose of financing the purchase, lease, construction or improvement of any property, plant or equipment used or to be used in the business of the Company or such Designated Subsidiary and Incurred on or after the Issue Date and concurrently with, or no later than 180 days after, the date of such purchase, lease, or completion of construction or improvement of property (and any refinancing thereof) in an aggregate outstanding principal amount which, at any time outstanding, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (vii) and then outstanding, will not exceed the greater of U.S.$250 million and 8.0% of the Consolidated Total Assets, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence and after giving pro forma effect to the transaction; (viii) Indebtedness Incurred by the Company or its Designated Subsidiaries with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, customer deposits, performance, bid, surety, advance payment, appeal and similar bonds (including, for the avoidance of doubt, seguros de caución) and completion guarantees (other than for borrowed money) provided in the ordinary course of business; (ix) Indebtedness arising from agreements of the Company or a Designated Subsidiary providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any of the Company’s business or assets or any business, assets or Capital Stock of a Designated Subsidiary(other than guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that (x) such Indebtedness is not reflected on the balance sheet of the Company or any Designated Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this subclause (x)), and (y) the maximum liability of the Company and the Designated Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and the Designated Subsidiaries in connection with such disposition; (x) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within fifteen (15) Business Days of Incurrence, or represented by standby letters of credit or trade letters of credit Incurred in the 45
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ordinary course of business to the extent such letters of credit are not drawn upon, or if and to the extent drawn upon, provided such drawing is reimbursed no later than the 15th Business Day following receipt by such Person of a demand for reimbursement following payment; (xi) the Incurrence or issuance by the Company or any Designated Subsidiary of Refinancing Indebtedness that serves to refund, refinance or replace any Indebtedness Incurred as permitted under the first paragraph of this Section 4.08 and clauses (i), (ii), (v) and this clause (xi) of the second paragraph of this Section 4.08, or any Indebtedness issued to so refund or refinance such Indebtedness, including additional Indebtedness Incurred to pay premiums defeasance costs, accrued interest and fees and expenses in connection therewith; (xii) any Deeply Subordinated Indebtedness; (xiii) any Indebtedness Incurred in respect of a Project Financing; provided that such Indebtedness shall be structured so that it is Incurred by a bankruptcy-remote trust or similar structure, such that the holder of such Indebtedness shall have no recourse or remedy (including the right to file an involuntary insolvency petition) to any of the Company or any Designated Subsidiaries or to any Property or assets of the Company or any Designated Subsidiary other than the Property related to the relevant project; (xiv) Indebtedness of the Company or any Designated Subsidiary owed to a Government Agency having jurisdiction over the Company and its Designated Subsidiary’s Permitted Business, which for the avoidance of doubt shall include the Argentine Secretariat of Energy; (xv) Indebtedness of the Company and its Designated Subsidiaries represented by working capital Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xiv) and then outstanding, will not exceed the greater of (i) U.S.$250 million and (ii) 8.0% of the Consolidated Total Assets, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; (xvi) Indebtedness under any one or more Receivables Transactions, the combined aggregate outstanding principal amount of which does not exceed the greater of (x) U.S.$150 million (or its equivalent in any other currency) and (y) 5.0% of Consolidated Total Assets, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; (xvii) Indebtedness under “cauciones bursátiles” in an amount not to exceed U.S.$100 million in the aggregate (the basket in this clause (xvii) shall be measured (A) only on each date that Indebtedness in the form of cauciones bursátiles is Incurred, issued or created under this clause (xvii) (the “relevant date of determination”) and (B) as the sum of the daily closing market price in Dollars as reported by Bloomberg on the relevant date of determination of the securities that are to be (and have been) delivered by the Company or a Designated Subsidiary in connection with any such cauciones bursátiles under this clause (xvii); and (xviii) additional Indebtedness in an aggregate principal amount not to exceed in the aggregate the greater of (x) U.S.$375 million and (y) 12.5% of Consolidated Total Assets, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence. 46
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For purposes of determining compliance with and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this Section 4.08: (a) the outstanding principal amount of any item of Indebtedness will be counted only once; (b) in the event that an item of Indebtedness meets the criteria of the first or second paragraph above or more than one of the types of Indebtedness described in the second paragraph of this Section 4.08, the Company, in its sole discretion, may divide and classify such item of Indebtedness on the date of Incurrence and may later classify such item of Indebtedness in any manner that complies with the second paragraph of this Section 4.08 and only be required to include the amount and type of such Indebtedness in one of such clauses under the second paragraph of this Section 4.08; (c) Indebtedness permitted by this Section 4.08 need not be permitted solely by reference to one provision permitting such Indebtedness, but may be permitted in part by such provision and in part by one or more other provisions of this Section 4.08 permitting such Indebtedness; (d) accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Disqualified Capital Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.08; (e) the amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount or the aggregate principal amount outstanding in the case of Indebtedness issued with interest payable in kind and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 (thirty) days past due, in the case of any other Indebtedness; and (f) guarantees of, or obligations in respect of letters of credit or similar instruments relating to, Indebtedness which are otherwise included in the determination of a particular amount of Indebtedness will not be included. For purposes of determining compliance with any U.S. Dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. Dollar-equivalent principal amount of Indebtedness denominated in a non-U.S. currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, or in the case of revolving credit Indebtedness, first committed; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a non-U.S. currency, and such refinancing would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 4.08, the maximum amount of Indebtedness that the Company may Incur pursuant to this Section 4.08 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 47
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Section 4.09. Limitation on Restricted Payments. The Company will not, and will not permit any of its Designated Subsidiaries to, directly or indirectly, take any of the following actions (each, a “Restricted Payment”): (a) the declaration or payment of dividends or the making of any distribution (whether made in cash, securities or other property) on or in respect of the Company or any of its Designated Subsidiaries’ Capital Stock (including any payment in connection with any merger or consolidation involving the Company, or any of its Designated Subsidiaries) other than: (i) dividends or distributions payable solely in the Company’s Capital Stock (other than Disqualified Capital Stock); (ii) dividends or distributions to the Company and/or any of its Designated Subsidiaries; and (iii) dividends or distributions by a Designated Subsidiary, so long as, in the case of any dividend or distribution on or in respect of any Capital Stock issued by a Designated Subsidiary, the Company or the Designated Subsidiary holding such Capital Stock receives at least its pro rata share of such dividend or distribution; (b) the purchase, redemption, retirement or other requisition for value, including in connection with any merger or consolidation, of any Capital Stock of the Company or any direct or indirect parent of the Company held by Persons other than the Company or a Designated Subsidiary other than, (i) in exchange for Company Capital Stock (other than Disqualified Capital Stock); and (ii) purchases of Company Capital Stock owned, directly and indirectly, by Persons that are not Affiliates; (c) the making of any principal payment on, or the purchase, repurchase, redemption, defeasement, or the acquisition or retirement for value, prior to any scheduled repayment, scheduled sinking fund payment or scheduled maturity of any Subordinated Obligations outstanding on the Issue Date, or solely with respect to such action by a Designated Subsidiary, on the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable (excluding (x) any intercompany Indebtedness between or among the Company and/or any Designated Subsidiary or (y) the purchase, repurchase or other acquisition of any Subordinated Obligations, purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case within one year of such date of purchase, repurchase or acquisition); or (d) the making of any Restricted Investment; if at the time of the Restricted Payment immediately after giving pro forma effect thereto: (I) an Event of Default shall have occurred and be continuing; or (II) the Company is not able to Incur at least U.S.$1.00 of additional Indebtedness pursuant to the first paragraph of Section 4.08. Notwithstanding the preceding paragraph, this Section 4.09 does not prohibit: 48
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(1) the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration pursuant to the preceding paragraph; (2) repurchases of Capital Stock or payments deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Capital Stock represents a portion of the exercise price thereof, and Restricted Payments by the Company to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of its Capital Stock; (3) repurchases by the Company of its Capital Stock or options, warrants or other securities exercisable or convertible into its Capital Stock from its employees or directors or any of its Designated Subsidiaries or their authorized representatives upon the death, disability or termination of employment or directorship of the employees or directors; (4) payments or distributions to dissenting shareholders pursuant to applicable law in connection with a merger, consolidation or transfer of all or substantially all of the assets of the Company that complies with Article 5; and (5) fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, consultants or agents of the Company or any Designated Subsidiary (including stock option plans) as determined in good faith by the Company’s Board of Directors; (6) Restricted Payments of the type described in clause 1 above through the application of the Net Cash Proceeds received by the Company from a substantially concurrent sale of Capital Stock (other than Disqualified Capital Stock) of the Company or a contribution to the equity capital of the Company not representing an interest in Disqualified Capital Stock, in each case not received from a Designated Subsidiary; (7) Restricted Payments in an amount not to exceed dividends or distributions received by the Company or a Designated Subsidiary after the Issue Date from a Subsidiary that is not a Designated Subsidiary or unconsolidated investee of the Company; and (8) unless an Event of Default has occurred and is continuing, the declaration and payment of dividends to the holders of the Company’s Capital Stock during any Fiscal Year in an aggregate amount not exceeding 15.0% of the Company’s net income of the prior Fiscal Year, provided that any portion of this allowable amount that is unused in a given Fiscal Year may be carried forward once to the immediately succeeding Fiscal Year; for the avoidance of doubt, carry-forward is limited to one Fiscal Year at a time and may not be cumulated across multiple Fiscal Years. The amount of any Restricted Payments not in cash will be the Fair Market Value on the date of such Restricted Payment of the Property, assets or securities proposed to be paid, transferred or issued by the Company or the relevant Designated Subsidiary, as the case may be, pursuant to such Restricted Payment. Section 4.10. Limitation on Liens. The Company will not, and will not permit any of its Designated Subsidiaries to, directly or indirectly, create, Incur, assume or suffer to exist any Lien on any of the Company or its Designated Subsidiaries or any of their respective present or future Property to 49
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secure Indebtedness unless, at the same time or prior thereto, all of the Notes are equally and ratably secured therewith, except for: (a) any Lien existing on the Issue Date or, solely with respect to any Lien on a Designated Subsidiary or its present or future Property, on the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable; (b) any landlord’s, workmen’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (excluding, for the avoidance of doubt, Liens in connection with any Indebtedness for borrowed money); (c) any Lien on any Property securing Indebtedness Incurred or assumed solely for the purpose of financing all or any part of the cost of acquisition, construction, development or improvement of such Property, provided that (i) such Lien attaches to such Property concurrently with or within 180 days after the acquisition or the completion of the construction, development or improvement thereof and (ii) the aggregate amount of Indebtedness Incurred by any Liens is otherwise permitted under Section 4.08 and does not exceed the cost of the asset or property acquired, constructed, developed or improved; (d) any Lien on any Property securing Indebtedness existing thereon at the time of acquisition of such property and not created in connection with such acquisition; (e) any Lien on any Property securing Indebtedness owned by a corporation or other Person, which Lien exists at the time of the acquisition of such corporation or other Person by the Company or any of its Designated Subsidiaries and which Lien is not created in connection with such acquisition; (f) any Lien on Cash and Cash Equivalents or Marketable Securities created to secure Hedging Obligations of the Company or any Designated Subsidiary; (g) any Lien securing any Project Financing or any guarantee thereof by any direct or indirect parent of the applicable Project Financing Subsidiary; provided that such Lien does not apply to any Property or assets of the Company or any Designated Subsidiary other than the Property of the applicable Project Financing Subsidiary related to the relevant project and equity interests in the applicable Project Financing Subsidiary that holds no significant assets other than those related to the relevant project or in any direct or indirect parent thereof that holds no significant assets other than direct or indirect ownership interests in such Project Financing Subsidiary; (h) any Lien on any Property securing an extension, renewal or refunding of Indebtedness secured by a Lien, provided that such new Lien is limited to the Property which was subject to the prior Lien immediately before such extension, renewal or refunding and provided that the principal amount of Indebtedness secured by the prior Lien immediately before such extension, renewal or refunding is not increased; (i) any Lien for taxes, assessments, governmental charges or claims or other statutory Lien, in each case relating to amounts that are not yet payable or that are being contested in good faith, any tax and statutory Lien or any Lien arising by operation of law; (j) Liens Incurred or deposits made to secure the performance of tenders, bids, trades, contracts, leases, statutory obligations, letters of credit, surety and appeal bonds, performance bonds, advance payment bonds, purchase, construction or sales contracts and other obligations of a like nature, in each case in the ordinary course of business; 50
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(k) leases or subleases granted to others, easements, rights of way, servitudes or zoning or building restrictions and other minor encumbrances on real Property and irregularities in the title to such Property which do not in the aggregate materially impair the use or value of such Property or risk the loss or forfeiture of title thereto; (l) judgment Liens, the judgments underlying which do not give rise to a default or an Event of Default; (m) Liens Incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security benefits or obligations or other obligations of a like nature, in each case in the ordinary course of business; (n) Liens securing the Notes or any other securities of the Company or any Designated Subsidiary for the purposes of defeasance thereof in accordance with the terms of this Indenture or any indenture under which such other securities have been issued; (o) leases, licenses, subleases, and sublicenses of assets (including, without limitation, real property and intellectual property rights) that do not materially interfere with the ordinary conduct of the business of the Company); (p) Liens arising in connection with Receivables Transactions; (q) Liens on Cash and Cash Equivalents arising in connection with Refinancing Indebtedness solely for the purposes of refinancing or replacing any Indebtedness Incurred under clause (i) of the second paragraph of Section 4.08; (r) Liens in respect of Production Payments and Reserve Sales; (s) Liens on pipelines and pipeline facilities that arise by operation of law; (t) Liens arising under joint venture agreements, partnership agreements, oil and gas leases or subleases, assignments, purchase and sale agreements, division orders, contracts for the sale, purchasing, processing, transportation or exchange of oil or natural gas, unitization and pooling declarations and agreements, development agreements, area of mutual interest agreements, licenses, sublicenses, net profits interests, participation agreements, Farm-Out Agreements, Farm-In Agreements, carried working interest, joint operating, unitization, royalty, sales and similar agreements relating to the exploration or development of, or production from, oil and gas properties entered into in the ordinary course of business in a Permitted Business; (u) Liens reserved in oil and gas mineral leases acquired after the Issue Date for bonus, royalty or rental payments and for compliance with the terms of such leases; (v) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets; (w) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like, to the extent that such Investments are permitted under Section 4.09; (x) Liens on Cash and Cash Equivalents that are in the form of treasury bonds or other government debt instruments securing cauciones bursátiles, provided that the aggregate outstanding 51
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principal amount of Indebtedness under such cauciones bursátiles does not at any time exceed U.S.$100 million; (y) Liens in favor of the Company or any Designated Subsidiary; (z) Liens on, or related to, properties or assets acquired after the Issue Date to secure all or part of the costs Incurred in the ordinary course of a Permitted Business for exploration, drilling, development, production, processing, transportation, marketing, storing, abandonment or operation; and (aa) any other Lien on the Company’s Properties or those of any of its Designated Subsidiaries (including, for the avoidance of doubt, any Lien on Cash and Cash Equivalents or Marketable Securities of the Company or a Designated Subsidiary), provided that, on the date of creation or assumption of such Lien, the Indebtedness secured thereby, together with all the Company’s and its Designated Subsidiaries’ other Indebtedness secured by any Lien in reliance on this clause (aa), has an aggregate outstanding amount not exceeding the greater of (x) U.S.$450 million and (y) 15.0 % of Consolidated Total Assets, calculated as of the end of the most recent fiscal quarter ending prior to the date of creation or assumption of such Lien. Section 4.11. Limitation On Sale and Leaseback Transactions. The Company will not, and will not permit any of its Designated Subsidiaries to, enter into any Sale and Leaseback Transaction, provided that the Company or any Designated Subsidiary may enter into a Sale and Leaseback Transaction if: 1. the Company could: (a) Incur Indebtedness in an amount equal to the Attributable Indebtedness with respect to such Sale and Leaseback Transaction under clause (i) of Section 4.08 and (b) Incur a Lien to secure such Indebtedness pursuant to Section 4.10; and 2. the Net Cash Proceeds of that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of such Sale and Leaseback Transaction. Section 4.12. Limitation On Dividend And Other Payment Restrictions Affecting Designated Subsidiaries. (a) Except as provided in clause (b) below, the Company will not, and will not cause or permit any Designated Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Designated Subsidiary to: (i) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Designated Subsidiary or pay any Indebtedness owed to the Company or any other Designated Subsidiary; (ii) make loans or advances to, or guarantee any Indebtedness or other obligations of, or make any Investment in, or pay any Indebtedness owed to, the Company or any other Designated Subsidiary, or (iii) transfer any of its property or assets to the Company or any other Designated Subsidiary. (b) Clause (a) above of this Section 4.12 will not apply to encumbrances or restrictions existing under or by reason of: 52
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(i) applicable law or governmental rule, regulation or order applicable other than solely on account of the action or inaction of the Company or Designated Subsidiary; (ii) this Indenture or the Notes; (iii) the terms of any Indebtedness outstanding on the Issue Date, or, solely with respect to such Indebtedness of a Designated Subsidiary, on the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable, and any amendments or restatements thereof; provided that any amendment or restatement is not materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date, or, solely with respect to the Indebtedness of a Designated Subsidiary, on the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable. (iv) the terms of any binding agreement with respect to any Designated Subsidiary relating to its Capital Stock or assets in effect on the Issue Date, or on the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable, and any amendments or restatements thereof; provided that any amendment or restatement is not materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date, or on the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable; (v) restrictions on the transfer of assets subject to any Permitted Lien; (vi) with respect to clause (a)(iii) above only, customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Designated Subsidiary, permitted to be Incurred under Article 5; (vii) restrictions with respect to a Designated Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Designated Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Designated Subsidiary being sold; (viii) restrictions with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Designated Subsidiary, which encumbrances or restrictions (x) are not applicable to any other Person or the property or assets of any other Person and (y) were not put in place in anticipation of such event and any extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ix) restrictions existing under, or created by, any agreement or instrument governing any Indebtedness permitted to be Incurred or issued pursuant to the covenant described under Section 4.08 entered into after the Issue Date so long as such encumbrances and restrictions included therein either: (a) are no more restrictive in any material respect taken as a whole with respect to any Designated Subsidiary than: (x) encumbrances or restrictions contained in this Indenture as of the Issue Date, or (y) encumbrances or restrictions that were in effect on the Issue Date with respect to that Designated Subsidiary pursuant to agreements in effect on the Issue Date, or (b) are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers, or (c) will not materially impair the 53
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Company’s ability to make payments on the Notes when due or apply only during the continuance of a default under such agreement or instrument, in the case of each of (a), (b) and (c), in the good faith judgment of the Board of Directors of the Company as certified to the Trustee in an Officers’ Certificate at the time such encumbrances or restrictions are agreed to; and (x) an agreement governing Refinancing Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in subclauses (i) through (ix) of this clause (b); provided that such agreement governing Refinancing Indebtedness is not materially more restrictive with respect to such encumbrances or restrictions than those contained in the agreement referred to in such subclauses (i) through (ix). Section 4.13. Repurchase of Notes Upon a Change of Control. (a) If a Change of Control Repurchase Event occurs, the Company will make an offer to purchase all of the Notes (a “Change of Control Offer”) (in minimum denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof) at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date of purchase (a “Change of Control Payment”). (b) The Company will give a notice of such Change of Control Offer to the Trustee within 30 days following any Change of Control Repurchase Event, for further distribution to each Holder of Notes no later than 15 days following the Trustee’s receipt thereof, stating: (i) that a Change of Control Offer is being made and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for purchase by the Company at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase; (ii) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is given) (the “Change of Control Payment Date”); and (iii) the procedures determined by the Company, consistent with this Indenture, that a Holder of Notes must follow in order to have its Notes repurchased. (c) On the Business Day immediately preceding the Change of Control Payment Date, the Company will, to the extent lawful, deposit with the Paying Agents or Depositary an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered. (d) On the Change of Control Payment Date, the Company will, to the extent lawful: (i) accept for payment all Notes or portions of Notes (of U.S.$1,000 or in integral multiples of U.S.$1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer; and (ii) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with the terms of this Section 4.13. 54
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(e) If only a portion of a Note is purchased pursuant to a Change of Control Offer, a new Certificated Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the holder thereof upon cancellation of the original Note, or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate. (f) The Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, or (ii) notice of redemption has been given pursuant to this Indenture as described above in Section 3.04, unless and until there is a default in payment of the applicable redemption price. (g) If a Change of Control Offer occurs, there can be no assurance that the Company will have available funds sufficient to make the Change of Control Payment for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue of doing so. Section 4.14. Limitation on Sale of Assets. (a) The Company shall not, and shall not permit any Designated Subsidiary to, make any Asset Sale unless: (i) the Company or such Designated Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the Fair Market Value of the Capital Stock and/or Property subject to such Asset Sale (for purposes of this subclause (i), all determinations of Fair Market Value shall be made in good faith by the Board of Directors of the Company or the relevant Designated Subsidiary); and (ii) at least 75% of the consideration thereof received by the Company or such Designated Subsidiary is in the form of Cash and Cash Equivalents received at closing; provided that in case of an Asset Sale in which the Company or a Designated Subsidiary receives a combination of Cash and Cash Equivalents and Additional Assets, the Company or such Designated Subsidiary shall deliver to the Trustee an Officers’ Certificate stating that (x) the Company’s or such Designated Subsidiary’s, as the case may be, chief executive officer or chief financial officer has approved such Asset Sale, (y) such Asset Sale is on fair and reasonable terms on an arm’s-length basis, and (z) the Fair Market Value of the Additional Assets, together with any cash consideration is no less than the Fair Market Value of the assets subject to such Asset Sale. The Company or such Designated Subsidiary, as the case may be, may apply the Net Cash Proceeds of any Asset Sale within 1. 365 days after such Asset Sale, to repay any of the Indebtedness of the Company that ranks pari passu with the Notes (whether through optional or mandatory prepayments or 55
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redemptions, or tender offers or open market or other privately negotiated purchases, so long as such repaid Indebtedness is immediately extinguished) or any Indebtedness of such Designated Subsidiary; or 2. 730 days after such Asset Sale, to (i) make capital expenditures in a Permitted Business; (ii) reinvest in or purchase Additional Assets (including by means of an investment in or purchase of Additional Assets by any Designated Subsidiary with cash in an amount equal to the amount of Net Available Cash or Capital Stock to be used by the Company or any Designated Subsidiary in a Permitted Business); or (iii) to enter into a binding commitment to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Designated Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire long term assets that are to be used in a Permitted Business; or 3. any combination of (1) and (2) above. For the avoidance of doubt, Net Cash Proceeds may be applied in a currency other than the currency in which such Net Cash Proceeds were originally received by the Company to the extent that an equivalent amount of Net Cash Proceeds is applied at the relevant currency exchange rate in effect at the time such application is made. To the extent all or a portion of the Net Cash Proceeds of any Asset Sale are not applied within the 365 days or 730 days, as the case may be, of the Asset Sale as described in clauses (1) through (3) of the immediately preceding paragraphs, the Company shall make an offer to purchase Notes (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon and any Additional Amount to the date of purchase (the “Asset Sale Offer Amount”). The Company shall purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, and at its option, on a pro rata basis with the Holders of any other Senior Indebtedness with similar provisions requiring the Company to offer to purchase the other Senior Indebtedness with the proceeds of Asset Sales, that principal amount (or accreted value in the case of Senior Indebtedness issued with original issue discount) of Notes and the other Senior Indebtedness to be purchased equal to such unapplied Net Cash Proceeds. The Company may satisfy its obligations under this covenant with respect to the Net Cash Proceeds of an Asset Sale by making an Asset Sale Offer prior to the expiration of the relevant 365-day or 730-day period, as the case may be. The purchase of Notes pursuant to an Asset Sale Offer will occur not less than 20 Business Days following the date thereof, or any longer period as may be required by applicable law or regulation, nor more than 45 days following the 365th day or 730th day, as the case may be, following the Asset Sale. The Company may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales equal to or in excess of U.S.$75 million (or equivalent in other currencies). At that time, the entire amount of unapplied Net Cash Proceeds (or equivalent in other currencies), and not just the amount in excess of U.S.$75 million (or equivalent in other currencies), shall be applied as required pursuant to this covenant. Pending application in accordance with this covenant, Net Cash Proceeds may be applied to temporarily reduce revolving credit borrowings that can be reborrowed or invested in Cash and Cash Equivalents. 56
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Each notice of an Asset Sale Offer shall be delivered to the record Holders as shown on the Register no later than 10 days following such 365th or 730th day, as the case may be, with a copy to the Trustee, offering to purchase the Notes as described above. Each notice of an Asset Sale Offer shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date the notice is sent, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in amounts of U.S.$1,000 or in integral multiples of U.S.$1,000 in excess thereof in exchange for cash. On the Business Day immediately preceding the Asset Sale Offer Payment Date, the Company shall, to the extent lawful deposit with the Paying Agent or Depositary funds in an amount equal to the Asset Sale Offer Amount in respect of all Notes or portions thereof so tendered. On the Asset Sale Offer Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer; and (ii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. To the extent Holders and holders of other Senior Indebtedness, if any, that are the subject of an Asset Sale Offer properly tender and do not withdraw Notes or the other Senior Indebtedness in an aggregate amount exceeding the amount of unapplied Net Cash Proceeds, the Company shall purchase the Notes and the other Senior Indebtedness on a pro rata basis (based on amounts tendered). If only a portion of a Note is purchased pursuant to an Asset Sale Offer, a new Certificated Note in a principal amount equal to the portion thereof not purchased shall be issued in the name of the holder thereof upon cancellation of the original Note, or appropriate adjustments to the amount and beneficial interests in a Global Note shall be made, as appropriate. Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued. Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zero. Accordingly, to the extent that the aggregate amount of Notes and other Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the Company or any Designated Subsidiary, as the case may be, may use any remaining Net Cash Proceeds for general corporate purposes of the Company and any Designated Subsidiaries to the extent permitted under the Indenture. If at any time any non-cash consideration received by the Company or any Designated Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with this covenant within 365 days or 730 days, as the case may be, of conversion or disposition. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent any such rule, laws and regulations are applicable in connection with the purchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the “Asset Sale” provisions of this Indenture, the Company shall comply with these laws and regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of this Indenture by doing so. 57
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Section 4.15. Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Designated Subsidiaries to, directly or indirectly, enter into any transaction (or series of related transactions), including, without limitation, any conveyance, sale, lease or other disposition of Property, with any Affiliates, with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), unless the terms of such Affiliate Transaction are not materially less favorable than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; provided that the foregoing limitation will not apply to: (a) Affiliate Transactions with or among the Company and any of its Designated Subsidiaries; (b) fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Designated Subsidiary as determined in good faith by the Company’s Board of Directors (and any management fee permitted under Section 4.09); (c) Affiliate Transactions undertaken pursuant to the terms of any agreement or arrangement to which the Company or any Designated Subsidiary (including any Designated Subsidiary to any successor) is a party as of or on the Issue Date, or, solely with respect to such Affiliate Transaction undertaken by a Designated Subsidiary, on the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable, and any amendment, modification or replacement of such agreement (so long as such amendment, modification or replacement is not materially more disadvantageous to the Holders of the Notes, taken as a whole, than the original agreement as in effect on the Issue Date, or on the date the relevant Subsidiary was designated as a Designated Subsidiary, as applicable); (d) transactions or payments, including grants of securities, stock options and similar rights, pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business or approved by the Company’s Board of Directors in good faith; (e) any employment agreements entered into by the Company or any Designated Subsidiary in the ordinary course of business; (f) loans and advances to officers, directors and employees of the Company (including, for the avoidance of doubt, any successor) or any Designated Subsidiary in the ordinary course of business in an aggregate outstanding principal amount not exceeding U.S.$5 million (or the equivalent in other currencies); (g) transactions in which the Company delivers to the Trustee a written opinion from an Independent Financial Advisor, upon which the Trustee may conclusively rely, stating that such transaction or series of transactions is fair to the Company from a financial point of view or stating that the terms thereof are not materially less favorable to the Company than those that could reasonably be expected to have been obtained by the Company in a comparable transaction at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (h) (a) Restricted Payments permitted by the provisions of Section 4.09, and (b) Investments constituting Permitted Investments; (i) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the 58
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Indenture or contracts for (x) drilling or other oil field services or supplies, (y) the sale, storage, gathering or transport of hydrocarbons, or (z) the lease or rental of office space; in each case, that are fair to the Company or the relevant Designated Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Company or are on terms at least as favorable as might reasonably have been obtained from a Person that is not an Affiliate of the Company; and (j) any transaction entered into in the ordinary course of business between or among the Company or any Designated Subsidiary and any joint venture, unión transitoria de empresas or similar arrangement, if such transaction would constitute an Affiliate Transaction solely because the Company or a Designated Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity. Section 4.16. Listing. The Company shall apply to have the Notes listed on the BYMA and to have the Notes admitted to trading on A3 Mercados. Section 4.17. Payment of Additional Amounts. All payments in respect of the Notes, including, without limitation, payments of principal, premium, if any, and interest, will be made by the Company without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments, or other governmental charges of whatever nature (“Taxes”) in effect on the date of this indenture or imposed or established in the future by or on behalf of Argentina or any political subdivision or taxing authority thereof, unless the Company is compelled by law to deduct or withhold such Taxes. In the event any such Taxes are so imposed or established, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts receivable by the Holders of the Notes after any withholding or deduction in respect of such Taxes shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction; except that no such Additional Amounts will be payable with respect to any withholding or deduction on any Note to, or to a third party on behalf of, a Holder of the Notes for or on account of: (a) any such Taxes that have been imposed by reason of the holder of such Note being a present or former resident of Argentina or having some direct or indirect connection with Argentina other than the mere holding of such Notes or the receipt of principal and interest in respect thereof; or (b) any such Taxes, to the extent that the Company has determined based on information obtained directly from the recipient or from third parties that such Taxes are imposed due to (i) the residence of the non-Argentine recipient of the payment in a jurisdiction other than a cooperating jurisdiction (jurisdicción cooperante) or otherwise designated as a noncooperating jurisdiction (jurisdicción no cooperante), as defined under Article 24 of Decree No. 862/19, as amended among others by Decree No. 603/2024, or (ii) the funds invested originating or being connected to a jurisdiction other than a cooperating jurisdiction (jurisdicción cooperante) or otherwise designated as a non-cooperating jurisdiction (jurisdicción no cooperante), in each case as determined under applicable Argentine law or regulation; or (c) any such Taxes that would not have been so withheld or deducted if the Notes had been presented for payment (where presentation is required) within 30 days after the later of (x) the date on which such payment became due and payable and (y) the date on which payment thereof is duly provided for, except to the extent that such holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last date of such period of 30 days; or (d) any Taxes that would not have been imposed but for the failure of the holder or beneficial owner of such Notes, further to a request addressed to the holder of such Notes, to (x) make a declaration 59
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of non-residence, or any other claim or filing for exemption, to which it is entitled to or (y) comply with any certification, identification, information, documentation or other reporting requirement if such compliance is required by applicable law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes; or (e) any estate, inheritance, wealth accumulation, gift, value added, sales, use, excise, transfer, personal assets or similar Taxes, regardless of whether the Company acts as a withholding agent or as a mandatory substitute or surrogate taxpayer for the aforementioned taxes; or (f) Taxes payable otherwise than by deduction or withholding from payment of principal of, premium, if any, or interest on the Notes; or (g) any Taxes that would not have been so imposed if the holder had presented the Note for payment (where presentation is required) to another paying agent; or (h) any Tax that would not have been imposed but for a failure by the holder or beneficial owner (or any financial institution through which the holder or beneficial owner holds any Note or through which payment on the Note is made) to comply with any certification, information, identification, documentation or other reporting requirements (including entering into and complying with an agreement with the Internal Revenue Service) imposed pursuant to, or under an intergovernmental agreement entered into between the United States and the government of another country in order to implement the requirements of, Sections 1471 through 1474 of the Internal Revenue Code as in effect on the date of issuance of the Notes or any successor or amended version of these provisions, to the extent such successor or amended version is not materially more onerous than these provisions as enacted on such date; or (i) any combination of items (a) to (h) above. Furthermore, no Additional Amounts shall be paid with respect to any payment on a Note to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder. Any reference herein or in the Notes to principal, premium, and/or interest shall be deemed also to refer to any Additional Amounts which may be payable under the undertakings described in this paragraph. In addition, the Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, in respect of the creation, issue and offering of the Notes, excluding any such taxes and duties imposed by any jurisdiction outside Argentina, but including any such non-Argentine taxes or duties resulting from, or required to be paid in connection with, the enforcement of such Notes after the occurrence and during the continuance of an Event of Default with respect to the Notes in default. The Company will also indemnify the Holders from and against all court taxes or other taxes and duties, including interest and penalties, paid by any of them in any jurisdiction in connection with any action permitted to be taken by the Holders or the Trustee to enforce the Company’s obligations under the Notes. In the event that the Company pays any personal asset tax in respect of Outstanding Notes, the Company hereby waives any right it may have under Argentine law to seek reimbursement from the Holders or direct owners of the Notes of any such amounts paid. 60
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In the event of any merger or other transaction described and permitted under Section 5.01 then all references to Argentina, Argentine law or regulations, and Argentine taxing authorities under this Section 4.17 and under Section 3.03 shall be deemed to also include the jurisdiction of organization or tax residence of the Successor Person (the “Qualified Merger Tax Jurisdiction”), the law or regulations of the relevant Qualified Merger Tax Jurisdiction, and any taxing authority of the relevant Qualified Merger Tax Jurisdiction, respectively. Section 4.18. Suspension of Certain Covenants. If, following the Issue Date (i) the Notes have an Investment Grade Rating from at least two Rating Agencies and (ii) no Event of Default has occurred and is continuing, then the Company will not be subject to the covenants in Section 4.08, Section 4.09, Section 4.12, Section 4.14, and Section 4.15. (collectively, the “Suspended Covenants”). If at any time the Notes’ credit rating is downgraded from Investment Grade Rating by any Rating Agency such that the Notes are no longer rated Investment Grade Rating by at least two Rating Agencies, or if any Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms hereunder (including in connection with performing any calculation or assessment to determine compliance with the terms hereunder), unless and until the Notes subsequently attain a rating of Investment Grade Rating from at least two Rating Agencies and no Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain a rating of Investment Grade Rating from at least two Rating Agencies and no Event of Default is in existence); provided, however, that no Event of Default or breach of any kind shall be deemed to exist hereunder or the Notes with respect to the Suspended Covenants based on, and the Company shall bear no liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.” In no event shall the Trustee be responsible for monitoring, or charged with knowledge of, the investment rating of the Notes. The Company shall give the Trustee written notice of any Covenant Suspension Event and in any event not later than ten (10) Business Days after such Covenant Suspension Event has occurred. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee written notice of any occurrence of a Reinstatement Date not later than ten (10) Business Days after such Reinstatement Date. After any such notice of the occurrence of a Reinstatement Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. On the Reinstatement Date, to the extent any Indebtedness Incurred during the Suspension Period would not be so permitted to be Incurred pursuant to the first or second paragraph of Section 4.08, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified under clause (ii) of the second paragraph of Section 4.08. ARTICLE 5 MERGERS, CONSOLIDATIONS, SALES, LEASES Section 5.01. Mergers, Consolidations, Sales, Leases. The Company will not, and will not permit any of its Designated Subsidiaries to, merge or consolidate with or into, or convey, transfer or lease the Company’s or its Designated Subsidiaries’ Properties substantially as an entirety, whether in one transaction or a series of transactions, to any Person, unless immediately after giving effect to such transaction, (a) no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing, (b) any Person formed by any such 61
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merger or consolidation or the Person which acquires by conveyance or transfer, or which leases such Properties and assets (if not the Company) (the “Successor Person”) expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under this Indenture and the Notes, (c) the Successor Person agrees to indemnify each holder against any tax, assessment or governmental charge thereafter imposed on such holder by a Government Agency solely as a consequence of any reincorporation or re-domiciling of such Successor Person in any jurisdiction other than Argentina or any province or municipality therein in connection with such merger or consolidation, conveyance, transfer or lease with respect to the payment of principal, interest or premium, if any, on the Notes, (d) the Successor Person (except in the case of leases), if any, succeeds to and becomes substituted for the Company with the same effect as if it had been named in the Notes and this Indenture as the Company, (e) the Successor Person is organized in a Qualified Merger Jurisdiction, and (f) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel that complies with Section 10.04 that such merger, consolidation, conveyance, transfer or lease complies with this Indenture, provided that clauses (a), (c) and (e) of this paragraph will not apply in the event that any Designated Subsidiary merges, amalgamates or consolidates with or into, or winds up into or sells, assigns, leases, conveys, transfers or otherwise disposes of all or part of its Properties and assets to, the Company or another Designated Subsidiary. ARTICLE 6 DEFAULT AND REMEDIES Section 6.01. Events of Default. As long as any of the Notes remain Outstanding, the occurrence and ongoing existence of any of the following events shall constitute an “Event of Default”: (a) default by the Company in the payment of any principal or premium due on the Notes; or (b) default by the Company in the payment of any interest or any Additional Amounts due on any Note and such default continues for a period of 30 days; or (c) default by the Company in the performance or observance of any term, covenant or obligation contained in Article 5; or (d) default in the performance or observance by the Company of any other term, covenant or obligation under the Notes or this Indenture not otherwise described in sub-paragraphs (a), (b) or (c) above, for a period of more than 45 days after there has been given to the Company by the Trustee, or to the Company and the Trustee by Holders of not less than 25% in aggregate principal amount of the Outstanding Notes a written notice specifying such default and requiring it to be remedied; or (e) the Company fails to pay when due, after the applicable grace period, principal of any of the Company’s Indebtedness in an aggregate past due principal amount of at least U.S.$75 million (or the equivalent thereof at the time of the determination) and such failure continues after the grace period, if any, applicable thereto, or any other event of default occurs under any agreement or instrument relating to any such Indebtedness in an aggregate principal amount of at least U.S.$75 million (or the equivalent thereof at the time of the determination), and in each case such failure to pay or other event of default results in the acceleration of the final scheduled maturity thereof in an aggregate past due principal amount of at least U.S.$75 million (or the equivalent thereof at the time of determination); or (f) it becomes unlawful for the Company to perform any of its obligations under the Notes or hereunder; or 62
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(g) this Indenture for any reason ceases to be in full force and effect in accordance with its terms or the binding effect or enforceability hereof is contested by the Company, or the Company denies that it has any further liability or obligation hereunder or in respect hereof; or (h) a resolution is passed or adopted by the Company’s Board of Directors or shareholders, or a ruling or judgment of a governmental entity or court of competent jurisdiction is made, that the Company be wound up or dissolved, other than pursuant to a merger, consolidation or other transaction otherwise permitted in accordance with the terms hereof as described in Article 5, and in the case of any such ruling or judgment, remains undismissed for 90 days; or (i) one or more final judgments or orders from a court or an arbitration tribunal which are not subject to appeal or nullity (recurso de nulidad) for the payment of money in excess of U.S.$75 million (or the then-equivalent thereof) in the aggregate are rendered against the Company or any of its Designated Subsidiaries that is a Significant Subsidiary and are not paid or otherwise discharged and, in the case of each such judgment or order, either (i) an enforcement proceeding has been commenced by any creditor upon such judgment or order and there is a period of 90 days following such commencement during which such proceeding is not dismissed or stayed, or (ii) there is a period of 90 days following such judgment during which such judgment or order is not discharged, waived or the execution thereof stayed; or (j) a court having jurisdiction enters a decree or order for (i) relief in respect of the Company or any of its Designated Subsidiaries that is a Significant Subsidiary in an involuntary case under any Bankruptcy Law or (ii) appointment of an administrator, receiver, trustee or intervenor for the Company or any of its Designated Subsidiaries for all or substantially all of the Company or any of its Designated Subsidiaries’ Property and, in each case, such decree or order remains unstayed and in effect for a period of 90 days; or (k) the Company or any of its Designated Subsidiaries that is a Significant Subsidiary (i) commences a voluntary case under any Bankruptcy Law, including, without limitation, filing for court endorsement of an acuerdo preventivo extrajudicial impairing the Notes, (ii) consents to the appointment of or taking possession by an administrator, receiver, trustee or intervenor for the Company or any of its Designated Subsidiaries for all, or substantially all, of the Company’s or any of its Designated Subsidiaries’ Property or (iii) effects any general assignment for the benefit of creditors; or (l) a moratorium is agreed or declared in respect of any of the Company’s or any of its Designated Subsidiaries that is a Significant Subsidiary’s Indebtedness; or (m) any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in sub-clauses (j) or (k) above. Section 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Sections 6.01 (j), (k), (l) or (m) above) occurs and is continuing with respect to the Notes, the Trustee or the Holders of Notes of at least 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such Holders shall, declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount and any accrued interest and Additional Amounts shall become immediately due and payable. If an Event of Default specified in Sections 6.01 (j), (k), (l) or (m) occurs, the principal and any accrued interest and Additional Amounts on all the Notes then Outstanding shall become immediately due and payable; provided, however, that after such acceleration, an affirmative vote of the Holders of more than 50% of the Notes at the time Outstanding may, under certain circumstances and, to the extent permitted by any Bankruptcy Law, rescind and annul such 63
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acceleration if all Events of Default, other than the nonpayment of the accelerated principal, have been cured or waived as provided in this Indenture. Section 6.03. Waiver of Past Defaults. Except as otherwise provided in Section 6.02 and Section 9.02, the Holders of more than 50% of the principal amount of the Outstanding Notes may, by written notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon. Section 6.04. Control by Majority. The Holders of more than 50% of the principal amount of the Outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. Section 6.05. Limitation on Suits. Except as described in Section 6.06, no holder of a Note will have any right by virtue of or by availing itself of any provision of such Note or herein to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or the Notes or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such holder previously has given to the Trustee written notice of a default with respect to the Notes; (b) Holders of not less than 25% in aggregate principal amount of the Notes have made written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee and have offered to the Trustee such reasonable indemnity and/or security as it may require against the costs, expenses and liabilities to be Incurred therein or thereby; (c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity and/or security has failed to institute any such action, suit or proceeding; and (d) no direction inconsistent with such written request has been given to the Trustee pursuant to this Indenture. Section 6.06. Rights of Holders to Receive Payment. Notwithstanding any other provision hereunder or under the Notes, the right of any Holder of Notes to receive payment of principal, premium, if any, and interest on such Note (and Additional Amounts, if any) on or after the respective due dates expressed in such Note, or to institute suit, including a summary proceeding (acción ejecutiva individual) pursuant to Article 29 of the Argentine Negotiable Obligations Law, for the enforcement of any such payment on or after such respective dates, will not be impaired or affected without the consent of such holder. Any beneficial owner of Notes issued under this Indenture represented by a Global Note will be able to obtain from the relevant Depositary, upon request and subject to certain limitations set forth in this Indenture, a certificate representing its interest in the relevant Global Note in accordance with the Argentine Capital Markets Law. This certificate will enable such beneficial owner to initiate legal action before any competent court in Argentina, including a summary proceeding, to obtain overdue amounts under the Notes. 64
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Section 6.07. Prescription. All claims against the Company for the payment of principal of or interest or any other amounts payable on or in respect of the Notes (and Additional Amounts, if any) will prescribe unless made within five years for principal and two years for interest from the date on which such payment first became due, or a shorter period if provided by applicable law. Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or 6.01(b) occurs and is continuing, the Trustee may recover judgment in its own name and as Trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.06. Section 6.09. Trustee May File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company, its creditors or its property, and unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any custodian, receiver, assignee, Trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each holder to make payments to the Trustee and in the event that the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due to the Trustee under Section 7.06. Section 6.10. Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: First: to the Trustee and Agents for all amounts due hereunder, including fees and expenses owed to the Trustee and Agents pursuant to this Indenture; Second: to Holders for amounts then due and unpaid for principal of and interest on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest; and Third: to the Company or as a court of competent jurisdiction may direct. The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. Section 6.11. Restoration of Rights and Remedies. If the Trustee or any holder has instituted a proceeding to enforce any right or remedy under this Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the holder, then, subject to any determination in the proceeding, the Company, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, the Trustee and the Holders will continue as though no such proceeding had been installed. Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable and documented costs, including reasonable and documented attorneys’ fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does 65
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not apply to a suit instituted by the Trustee, suit by a holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the Outstanding Notes. Section 6.13. Rights and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy. Section 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. ARTICLE 7 THE TRUSTEE Section 7.01. Duties of Trustee. (a) In the event an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has received written notification in accordance with the provisions of this Indenture, the Trustee will exercise such of the rights and powers vested in it under this Indenture and use the same degree of care that a prudent Person would use in the conduct of its own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein) and shall be entitled to seek advice from legal counsel in relation thereto. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) this Section 7.01(c) does not limit the effect of Section 7.01 (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and 66
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(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the terms of this Indenture; (d) The Trustee shall not be deemed to have notice or any actual knowledge of any matter (including, without limitation, Defaults or Events of Default) unless written notice thereof is received by a Responsible Officer of the Trustee in accordance with this Indenture and such notice clearly references the Notes, the Issuer or this Indenture. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01(a), Section 7.01(b), Section 7.01(c) and Section 7.01(f). (f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it has grounds for believing that repayment of such funds is not assured to it or it does not receive an agreement in writing from such Holders for full indemnity and/or security satisfactory to it in its discretion against any loss, liability or expense which might be incurred by it in compliance with such request or direction nor shall the Trustee be required to do anything which is illegal or contrary to applicable laws or this Indenture. The Trustee will not be liable to the Holders if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control. (g) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (h) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (i) The Trustee will (save as expressly otherwise provided herein) have absolute and uncontrolled discretion as to the exercise or non-exercise of its functions and will not be responsible (save as expressly provided herein) for any loss, liability, cost, claim, charge, action, demand, expense or inconvenience which may result from their exercise or non-exercise but, whenever the Trustee is under the provisions of this Indenture or the Notes bound to act at the request or direction of the Holders, the Trustee shall nevertheless not be so bound unless first indemnified and/or secured to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing. Section 7.02. Certain Rights of the Trustee (a) The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, the State of New York. Furthermore, the Trustee may also refrain from taking such action if such action would otherwise render it liable to any person in that jurisdiction, the State of New York or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction, in the State of New York or if it is determined by any court or other competent authority in that jurisdiction, in the State of New York that it does not have such power. (b) The Trustee may conclusively rely and shall be fully protected in acting or refraining to act based upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 67
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(c) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. (d) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence. (f) The Trustee may retain professional advisers to assist it in performing its duties under this Indenture. The Trustee may consult with counsel of its selection, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any Officers’ Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, coupon, security other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee indemnity and/or other security satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction. (i) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the requisite majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and shall be held harmless and shall not incur any liability for its failure to act until such inconsistency or conflict is, in its opinion, resolved, and absent willful misconduct or gross negligence, the Trustee shall not be liable for acting in good faith on instructions believed by them to be genuine and from the proper party. (j) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes, but may at its sole discretion, choose to do so. (k) The Trustee and each Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party. (l) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. 68
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(m) In no event shall the Trustee be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to loss of business, goodwill, opportunity or profits of any kind) of the Issuer, any Designated Subsidiary or any other person, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (n) The Trustee shall have no duty to inquire as to the performance of the Issuer or any Designated Subsidiary with respect to the covenants contained herein. The Trustee may assume without inquiry in the absence of written notice to the contrary that the Issuer is duly complying with its obligations contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which would require repayment of the Notes has occurred. (o) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, local or national disturbance or disaster, or the unavailability of the Federal Reserve Bank of New York wire or facsimile or other wire communication facility; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (p) The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (q) The Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by this Indenture, delegate to any person or persons all or any of the trusts, powers, authorities and discretions vested in it by this Indenture and any such delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think fit. The Trustee shall not be under any obligation to supervise the activities of such delegates and shall not be responsible for the misconduct or negligence of such delegates, or for any costs, expenses, losses or liabilities of, or caused by, such delegates, provided that such delegation has been made with due care. (r) No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation. (s) The Trustee and the Paying Agent shall be entitled to make, without liability hereunder, payments net of any taxes or other sums required by any applicable law to be withheld or deducted to the extent necessary to comply with any such laws, rules, regulations and interpretations. (t) The permissive rights of the Trustee enumerated herein shall not be construed as duties. Section 7.03. Individual Rights of Trustee. The Trustee or any Agent thereof may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee or any Agent of thereof and may otherwise deal with the Company and receive, collect, hold and retain collections from the Company with the same rights as it would have if it were not the Trustee or an Affiliate or Agent. The Trustee and its Affiliates and Agents are entitled to enter into business transactions with the Company or any of its Affiliates without accounting for any profit resulting from such transactions. However, in the event that the Trustee has or acquires any conflicting interest it must eliminate such conflict, if continuing, within 90 days after ascertaining that it has such conflicting interest or resign. 69
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Section 7.04. Trustee’s Disclaimer. The Trustee (a) makes no representation as to the validity or adequacy of this Indenture or the Notes, except that the Trustee represents that (x) it is duly authorized to execute this Indenture and authenticate the Notes and (y) it has reviewed the English translation of the Board Resolution of the Company dated November 25, 2024 authorizing the execution and delivery of this Indenture and the issuance of the Notes, (b) is not accountable for the Company’s use or application of the proceeds from the Notes and (c) is not responsible for any statement in the Notes other than its certificate of authentication. Section 7.05. Notice of Default. If any Default occurs and is continuing and if such Default is actually known to the Trustee (or, if it is not so known to the Trustee at such time, promptly after it becomes known to a Responsible Officer), the Trustee will send notice of the Default to each holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as a committee of directors or Responsible Officers of the Trustee in good faith determine that withholding the notice is in the interest of the Holders. The Trustee shall not be deemed to have notice of any Default unless either (1) a Responsible Officer has actual knowledge of such Default or Event of Default (solely with respect to Events of Default described in Sections 6.01(a) and (b)) or (2) written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture. Section 7.06. Compensation And Indemnity. (a) The Company will pay the Trustee compensation for all services rendered by it hereunder as shall be agreed upon in writing. The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon request for all reasonable and documented out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel. (b) The Company will indemnify the Trustee and Agents or their respective officers, directors, employees, representatives and agents for, and hold them harmless against, any loss, liability, charge, claim or expense (including the reasonable and documented costs and expenses of its counsel) arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties and the exercise of its rights hereunder, including in each of its capacities hereunder as Registrar, Paying Agent and Transfer Agent, except to the extent such loss, liability, charge, claim or expense is due to its own gross negligence or willful misconduct. (c) The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture. (d) To secure the Issuer’s payment obligations in this Section 7.06, the Trustee and the Agents have a lien senior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. (e) Without prejudice to any other rights available to the Trustee and the Agents under applicable law, when the Trustee and the Agents incur expenses (including the fees and expenses of counsel) after the occurrence of a Default with respect to the Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. (f) For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Article 7, including its right to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder, by each agent (including the Agents), any custodian and any other Person employed with due care to act as agent hereunder. 70
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Section 7.07. Replacement of Trustee. (a) (i) The Trustee may resign at any time by giving 30 days written notice to the Company. (ii) The Holders of more than 50% of the principal amount of the Outstanding Notes may remove the Trustee at any time upon 30 days’ written notice to the Trustee. (iii) If the Trustee is no longer eligible under Section 7.09, any holder who has been a bona fide holder of a Note or Notes for at least six months may, on behalf of himself and others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (iv) The Company may remove the Trustee upon 30 days’ written notice to the Trustee by Company Order if: (A) the Trustee is no longer eligible under Section 7.09; (B) the Trustee is adjudged bankrupt or insolvent or an order or relief is entered with respect to the Trustee; (C) a receiver or other public officer takes charge of the Trustee or its property; or (D) the Trustee becomes incapable of acting. Furthermore, so long as no Event of Default has occurred and is continuing, the Company may, in its discretion, remove the Trustee at any time. A resignation or removal of the Trustee and appointment of a successor Trustee, will become effective only upon (i) notice to the CNV of such appointment and (ii) such successor Trustee’s acceptance of appointment as provided in this Section. (b) If the Trustee has been removed by the Holders, Holders of more than 50% of the principal amount of the Outstanding Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. (c) If a successor trustee is not appointed 30 days after the Trustee resigns or is removed, the Trustee (at the expense of the Company), the Company or the Holders of more than 50% of the principal amount of the Outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor trustee. (d) Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. Upon request of any successor Trustee, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders and to the CNV, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office. Section 7.08. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in this Indenture. Section 7.09. Eligibility. This Indenture must always have a Trustee that is a corporation or national banking association organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate Trustee power, that is 71
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subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition. Section 7.10. Representative of the Trustee in Argentina. (a) As long as it is required by Argentine law or by the CNV Rules, the Trustee will have a representative in Argentina for the sole purpose of receiving notices from the CNV and/or the Holders. Banco Santander Argentina S.A will initially act as the Representative of the Trustee in Argentina for such purposes. Banco Santander Argentina S.A. hereby accepts such appointment in relation to the Notes and shall perform all matters expressed to be performed by it in, and otherwise comply with, the provisions of this Section 7.10(b). (a) The Representative of the Trustee in Argentina will perform only those duties that are specifically set forth in this Section 7.10(b), and such duties shall be determined solely by the express provisions of this Section 7.10(b), or as the Representative of the Trustee in Argentina may agree in writing from time to time with the Trustee. No implied covenants or obligations shall be read into this Section7.10(b), against the Representative of the Trustee in Argentina. It is further acknowledged that the Representative of the Trustee in Argentina is not and shall not be considered as if it were the Trustee’s attorney-in-fact. The duties of the Representative of the Trustee in Argentina as of the date hereof are solely to: (i) receive from the Holders, the Company, and any governmental or regulatory authority or entity in Argentina, all letters, claims, requests, notice or any other document required by Argentine law or by the CNV Rules to be sent to, and received by, the Trustee, (ii) deliver to the Trustee, within three Business Days after its receipt, all such letters, claims, requests, notices or documents, (iii) following the express instructions of the Trustee, respond to or answer such letters, claims, requests, notices or documents, (iv) call a meeting of the Holders pursuant to Section 9.03, and (v) take any other action as instructed by the Trustee. ARTICLE 8 DEFEASANCE AND DISCHARGE Section 8.01. Discharge of Company’s Obligations. The Company may, at its option, at any time elect to have either Section 8.02 or Section 8.03 applied to all Outstanding Notes upon compliance with the conditions set forth in this Article 8. Section 8.02. Legal Defeasance. Upon the Company’s election of the “legal defeasance” option applicable to this Section 8.02, and subject to the satisfaction of the conditions set forth in Section 8.04, the Company will be discharged from any and all obligations in respect of the Notes (except for the obligations to register the transfer or exchange of Notes, replace stolen, lost or mutilated Notes, maintain paying agencies and hold moneys for payment in trust). Subject to compliance with this Section, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 8.03. If the Company exercises the “legal defeasance” option, any payment on the Notes may not be accelerated due to an Event of Default with respect thereto. Section 8.03. Covenant Defeasance. Upon the Company’s election of the “covenant defeasance” option applicable to this Section 8.03, and subject to the satisfaction of the conditions set forth in Section 8.04 hereof, the Company, as applicable, need not comply with the covenants set forth in Sections 4.02, 4.06 and 4.08 through 4.17, inclusive, and clauses (c), (d), (i), (j), (k), (l) and (m) of Section 6.01 will no longer constitute Events of Default. Section 8.04. Application of Trust Money. In order to exercise the options set forth in Section 8.02 or Section 8.03 above the Company must irrevocably deposit with the Trustee, (1) money, or (2) U.S. Government Obligations, or (3) a combination thereof, in such amounts as will be sufficient to pay 72
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(without reinvestment of any interest) the principal of, premium, if any, and interest (and Additional Amounts, if any) in respect of the Notes then Outstanding on the Stated Maturity of the Notes. The defeasance options set forth in Section 8.02 or Section 8.03 above will become effective 91 days after such deposit if and only if the Company delivers to the Trustee: (i) an Opinion of Counsel experienced in such matters to the effect (x) that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, defeasance and discharge of certain obligations, which in the case of Section 8.02 must be based on a change in law or a ruling by the U.S. Internal Revenue Service, and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and (x) that the defeasance trust is not, or is not required to be registered as, an investment company under the Investment Company Act of 1940, as amended and (ii) an Opinion of Counsel and an Officers’ Certificate as to compliance with all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of the Notes. If the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the Outstanding Notes to and including a redemption date on which all of the Outstanding Notes are to be redeemed, such redemption date shall be irrevocably designated by a Board Resolution of the Company delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations and such resolutions shall be accompanied by an irrevocable request from the Company that the Trustee give notice of such redemption in the name of and at expense of the Company not less than 30 nor more than 60 days prior to such redemption date in accordance with this Indenture. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to this Section 8 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Notes. Section 8.05. Repayment to Company; Prescription. Subject to Section 7.06, Section 8.01, Section 8.02 or Section 8.03, any monies deposited with or paid to the Trustee or any Paying Agent for the payment of the principal of or interest or any other amounts payable on or in respect of the Notes (and Additional Amounts, if any) and not applied but remaining unclaimed for two years after the date upon which such principal or interest or other amounts have become due and payable will, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company by the Trustee or such Paying Agent, and the Holder of the Notes will, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment that such holder may be entitled to collect, and all liability of the Trustee or any Paying Agent with respect to such monies will thereupon cease. Section 8.06. Reinstatement. If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 8.01, Section 8.02 or Section 8.03 by reason of any legal proceeding or by reason of any order or judgment of any court or Government Agency enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes will be reinstated as though no such deposit in trust had been made. If the Company makes any payment of principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held in trust. Section 8.07. Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes therein expressly provided for) as to all Notes issued hereunder, when: (a) either: 73
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(i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company or discharged from such trust, have been delivered to the Trustee for cancellation; or (ii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year, either at their Stated Maturity or upon being called for redemption, and the Company or any Subsidiary has deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Notes, cash in U.S. Dollars in amounts sufficient to, or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient without reinvestment to (in the opinion of a nationally recognized firm of independent public accountants or investment bank), pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be; (b) the Company has paid or caused to be paid all sums payable by it under this Indenture; (c) the Company has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply any deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee, including the payment and indemnity obligations, any Registrar, or Paying Agent under this Indenture shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a) above, the obligations of the Trustee with respect to the application of trust money under this Indenture will survive. ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS Section 9.01. Amendments Without Consent of Holders. The Company and the Trustee may, without the vote or consent of any Holder of Notes, modify or amend the Indenture or the Notes, upon the Trustee’s receipt of an Officers’ Certificate and an Opinion of Counsel confirming compliance with the requirements of the Notes and this Indenture, for the purpose of: (i) providing for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; (ii) adding to the Company’s covenants such further covenants, restrictions, conditions or provisions as are for the benefit of the Holders of the Notes; (iii) surrendering any right or power conferred upon the Company; (iv) securing the Notes pursuant to the requirements thereof or otherwise; 74
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(v) evidencing the succession of another person to the Company and the assumption by any such successor of the Company’s covenants and obligations in the Notes and in this Indenture pursuant to any merger, consolidation or sale of assets; (vi) complying with any requirement of the CNV in order to effect and maintain the qualification of this Indenture; (vii) complying with the requirements of the SEC in order to qualify this Indenture under the Trust Indenture Act; (viii) making any modification which is of a minor or technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or the Notes; (ix) conforming the text of the Notes or this Indenture to any provision of the section “Description of the Notes” of the Offering Memorandum; (x) evidencing the replacement of the Trustee as provided for under the Indenture; or (xi) making any other modification, or granting any waiver or authorization of any breach or proposed breach, of any of the terms and conditions of such Notes or any other provisions of this Indenture in any manner which does not adversely affect the interest of the Holders of the Notes in any material respect. Section 9.02. Amendments With Unanimous Consent of Holders. (a) Modifications to and amendments to this Indenture require the consent of the Holders of each Outstanding Note adversely affected thereby which: (i) extend the due date for the payment of principal of, premium, if any, or any installment of interest on the Notes; (ii) reduce the principal amount of the portion of such principal amount which is payable upon acceleration of the maturity of, the rate of interest on or the premium payable upon redemption or repurchase of the Notes; (iii) reduce the Company’s obligation to pay Additional Amounts on the Notes; (iv) shorten the period during which the Company is not permitted to redeem any of the Notes, or permit the Company to redeem the Notes if, prior to such action, the Company is not permitted to do so; (v) amend the circumstances under which the Notes may be redeemed; (vi) change the currency in which, or the required places at which, the Notes or the premium or interest thereon is payable; (vii) reduce the percentage of the aggregate principal amount of the Notes necessary to modify, amend or supplement this Indenture or the Notes, or for waiver of compliance with certain provisions thereof or for waiver of certain defaults; 75
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(viii) reduce the percentage of the aggregate principal amount of Outstanding Notes required for the adoption of a resolution or the quorum required at any meeting of Holders of Notes at which a resolution is adopted; or (ix) impair the right to sue for enforcement of any payment in respect of the Notes. Pursuant to the Argentine Negotiable Obligations Law, approval of any amendment, supplement or waiver by the Holders requires the consent of such Holders to be obtained pursuant to a meeting of Holders of Notes held in accordance with the provisions described hereunder or pursuant to any other reliable means that ensures Holders of Notes prior access to information and allows them to vote, in accordance with Section 14 of the Argentine Negotiable Obligations Law (as amended by Section 151 of the Argentine Productive Financing Law No. 27,440) and any other applicable regulation. It is not necessary for Holders of Notes to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. Except to the provisions referred to above requiring the consent of each Holder affected thereby, (i) the voting requirement for approval of any amendment, supplement or waiver by the Holders of Notes during a meeting of Holders shall be determined in accordance with the provisions explained hereunder, and (ii) the approval of any amendment, supplement or waiver by Holders of Notes outside of such meetings shall require the consent of Holders representing more than 50% of the principal amount of Notes outstanding. Section 9.03. Meetings of Holders. (a) A meeting of the Holders of Notes may be called by the Company’s Board of Directors, the Company’s statutory committee, the Trustee or upon the request of the Holders representing at least 5% in principal amount of the Outstanding Notes. (b) Meetings of Holders of the Notes shall be held in accordance with the provisions of the Argentine Negotiable Obligations Law and the Argentine General Corporations Law No. 19,550, as amended. Meetings may be ordinary meetings or extraordinary meetings. Any proposed amendment to the terms and conditions of the Notes shall be dealt with at any extraordinary meeting. Any such meeting shall be held in the City of Buenos Aires, Argentina; provided, however, that as long as it is permitted under Argentine law, the Company or the Trustee may determine to hold any such meetings simultaneously in New York City by means of telecommunications which permit the Agent Members to hear and speak to each other. Any resolution passed at a meeting with the requisite vote shall be binding on all Holders, as the case may be (whether present or not at such meeting). (c) If a meeting is held pursuant to the written request of the Holders of Notes, such written request will include the specific matters to be addressed in the meeting, and such meeting will be convened within 40 days from the date such written request is received by the Company. (d) Notice of any meeting of Holders of Notes (which shall include the date, place and time of the meeting, the agenda therefor and the requirements for attendance) shall be given not less than 10 nor more than 30 days prior to the date fixed for the meeting and will be published at the Company’s expense for five (5) Business Days in Argentina in the Official Gazette of Argentina (Boletín Oficial), in a newspaper of general circulation in Argentina, and in the Bulletin of the BYMA (as long as the Notes are listed on the BYMA), or such other informative systems of the markets in which the Notes are listed as is applicable. Meetings of Holders may be simultaneously convened for two dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring unanimous approval by the Holders or the amendment of any of the terms and conditions of the Notes, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum will 76
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be given not less than eight days prior to the date fixed for such new meeting and will be published for three Business Days in the Official Gazette of Argentina, a newspaper of general circulation in Argentina, and the Bulletin of the BYMA (as long as the Notes are listed on the BYMA), or such other informative system of the markets in which the Note are listed, as is applicable. (e) To be entitled to attend and vote at a meeting of Holders of Notes, a Person shall be (i) a holder of one or more Notes then Outstanding as of the relevant record date or (ii) a Person appointed by an instrument in writing as proxy by such a holder of one or more Notes then Outstanding. Holders of Notes then Outstanding who intend to attend a meeting of Holders must notify the Company of their intention to do so at least three Business Days prior to the date of such meeting. (f) The quorum at any ordinary meeting called to adopt a resolution will be Persons holding or representing more than 50% of the aggregate principal amount of the Notes then Outstanding and at any reconvened adjourned ordinary meeting will be any Person(s) present at such reconvened adjourned meeting of Holders of the Notes. (g) The quorum at any extraordinary meeting called to adopt a resolution will be Persons holding or representing at least 60% in aggregate principal amount of the Notes then Outstanding and at any reconvened adjourned extraordinary meeting will be Persons holding or representing at least 30% in aggregate principal amount of the Notes then Outstanding. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the Notes (other than the provisions referred to in Section 9.02) will be validly passed and decided if approved by affirmative vote of more than 50% in aggregate principal amount of the Notes then Outstanding represented and voting at such meeting provided, however, that the unanimous consent or the unanimous affirmative vote of the Holders shall be required to adopt a valid decision on any of the matters listed in Section 9.02. Any instrument given by or on behalf of any holder of a Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Note. Any modifications, amendments or waivers to this Indenture or to the Notes with the requisite vote will be conclusive and binding upon all Holders of Notes whether or not they have given such consent or were present at any meeting, and on all Notes. (h) The Company will designate the record date for determining the Holders of Notes entitled to vote at any meeting and the Company will provide notice to Holders of Notes in the manner set forth in this Indenture, provided that such record date will be fixed on a date at least three Business Days prior to the date of such meeting, as provided by Argentine law. The holder of a Note may, at any meeting of Holders of Notes at which such holder is entitled to vote, cast one vote for each U.S. Dollar in principal amount of the Notes held by such holder. (i) Meetings of Holders and related matters not expressly set forth herein will be governed by the provisions of the Argentine Negotiable Obligations Law, including, without limitation, the provisions of Articles 354 and 355 of the Argentine General Corporations Law No. 19,550, as amended, through the application of the provisions of Article 14 of the Argentine Negotiable Obligations Law. (j) Any modifications, amendments or waivers to this Indenture or to the Notes may also be approved by Holders of the Notes pursuant to a written action consented to by Holders of the requisite percentage of the Notes under this Indenture. Such actions may be taken through the consent procedures of DTC or any other applicable depositary clearing system, or reliable means that ensure Holders of Notes prior access to information and allow them to vote, in accordance with Section 14 of the Argentine Negotiable Obligations Law and any other applicable law or regulation. 77
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Section 9.04. Effect of Consent. (a) After an amendment, supplement or waiver becomes effective, it will bind every holder unless it is of the type requiring the consent of each holder affected. If the amendment, supplement or waiver is of the type requiring the consent of each holder affected, the amendment, supplement or waiver will bind each holder that has consented to it and every subsequent holder of a Note that evidences the same debt as the Note of the consenting holder. (b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the holder, or exchange it for a new Note that reflects the changed terms. The Trustee may also place an appropriate notation on any Note thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion. Section 9.05. Trustee’s Rights and Obligations. The Trustee is entitled to receive, and will be fully protected in relying upon, in addition to the documents required under Section 10.03, an Officers’ Certificate and an Opinion of Counsel each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by this Indenture and all conditions precedent herein relating to the execution of such amendment, supplement or waiver have been satisfied, and an Opinion of Counsel stating that such amendment, supplement or waiver has been duly executed and delivered by the Company, and is a valid, binding and enforceable agreement of the Company, subject to customary exceptions. If the Trustee has received such Officers’ Certificate and such Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture. Section 9.06. Amendments. Promptly after the execution by the Company and the Trustee of any supplement, amendment or waiver to this Indenture, the Company will give notice thereof to the Holders of the Notes issued under this Indenture, and, if applicable, to the CNV, setting forth in general terms the substance of such supplement, or amendment. Any failure by the Company to give such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplement or amendment. In the event that the Notes are listed on BYMA and A3 Mercados, such meeting of Holders and notices thereof will also comply with the applicable rules of the BYMA and A3 Mercados, as applicable. ARTICLE 10 MISCELLANEOUS Section 10.01. Holder Actions. (a) (i) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a holder (as used in this Section, an “act”) may be evidenced by an instrument signed by the holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient. (ii) Subject to compliance with Section 9.03, the Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders. (b) Any act by the holder of any Note binds that holder and every subsequent holder of a Note that evidences the same debt as the Note of the acting holder, even if no notation thereof appears on the Note. Subject to clause (c), a holder may revoke an act as to its Notes, but only if the Trustee receives 78
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the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective. (c) Subject to compliance with Section 9.03, the Company may, but is not obligated to, fix a record date for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of Default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid, deemed valid or effective unless it shall become effective pursuant to the provisions of this Indenture not less than 90 days after the record date. Section 10.02. Notices. (a) All notices to Holders of Notes will be deemed to be validly given (i) to Holders (x) for Global Notes, pursuant to the policies and procedures of DTC, and (y) for Registered Notes if sent by e-mail or first class mail to such Holders (or, in the case of joint Holders, to the first-named in the Register) at their respective addresses as recorded in the Register, and will be deemed to have been validly given when sent by e-mail or on the fourth Business Day after the date of such mailing by first class mail, and for notices mailed to Holders of Notes located in Argentina, upon receipt, (ii) for as long as such Notes are listed on the BYMA and A3 Mercados, upon publication in the City of Buenos Aires as indicated by the BYMA in the Bulletin of the BCBA, the bulletin of A3 Mercados and in a widely circulated newspaper in Argentina and, to the extent required by applicable law, in the Official Gazette of Argentina, and (iii) in any other manner required by the provisions of the Argentine Negotiable Obligations Law. Any publication of such notices will be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the last date on which publication is required and made as so required. Any notice or communication to the Company or the Trustee will be deemed given if in writing (x) when delivered in person, or (y) when mailed by first class mail, or (z) when sent by email, when sent. In the case of the Global Notes, notices will be sent to DTC, Euroclear or Clearstream, as the case may be, or their nominees (or any successors), as the holder thereof, and such clearing agency or agencies will communicate such notices to their Agent Members in accordance with their standard procedures. In addition, the Company will be required to cause all such other publications of such notices as may be requested from time to time by applicable Argentine law. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Note will affect the sufficiency of any notice with respect to any other Notes. If to the Company: Vista Energy Argentina S.A.U. Av. Libertador 101, Floor 12, Vicente López, Province of Buenos Aires, Argentina If to the Trustee, Registrar and Transfer Agent, and Paying Agent: The Bank of New York Mellon 240 Greenwich Street, Floor 7E New York, New York 10286 79
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United States of America Attention: International Corporate Trust If to the Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina: Banco Santander Argentina S.A. Av. Juan de Garay 125, C1063 ABB, Buenos Aires, Argentina The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. All notices and other communications to the Trustee will be valid and effective only if given in the English language. (b) The Company shall also cause all such other publications of such notices as may be required from time to time in any manner by the provisions of the Argentine Negotiable Obligations Law, the Argentine Capital Markets Law, the CNV Rules and by any applicable Argentine law (including without limitation publishing notices at the official site of the CNV (https://www.argentina.gob.ar/cnv)). (c) Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers. (d) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended and replaced by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its 80
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particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Section 10.03. Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company will furnish to the Trustee: (i) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) an Opinion of Counsel stating that all such conditions precedent have been complied with. (b) In any case where several matters are required to be certified by, or covered by an Opinion of Counsel of, any specified Person, it is not necessary that all such matters be certified by, or covered by the Opinion of Counsel of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an Opinion of Counsel with respect to some matters and one or more such Persons as to other matters, and any such Person may certify or give an Opinion of Counsel as to such matters in one or several documents. (c) Any Officers’ Certificate of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel or representation of counsel, unless such Officer knows that such Opinion of Counsel or representation with respect to the matters upon which his certificate is based are erroneous. Any Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to factual matters, upon a certificate of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or representations with respect to such matters are erroneous. Any certificate of an Officer or Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to accounting matters, upon a certificate, opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless the Officer or such counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to the accounting matters upon which such certificate of an Officer or Opinion of Counsel is based are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent. (d) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Section 10.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include: (a) a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based; 81
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(c) a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact. Section 10.05. Governing Law, Etc.. The Notes and this Indenture shall be governed by and construed in accordance with the laws of the State of New York, United States of America (including, for the avoidance of doubt, the statute of limitations thereof), without giving effect to choice of law rules; provided that all matters relating to the due corporate authorization, execution, issuance and delivery of the Notes by the Company, and matters relating to the legal requirements necessary in order for the Notes to qualify as “obligaciones negociables” under Argentine law, the public offering in Argentina and certain matters related to meetings of Holders of the Notes, including quorums, majorities, and requirements for calling, shall be governed by the Argentine Negotiable Obligations Law, the Argentine General Corporations Law No. 19,550, as amended, the Argentine Capital Markets Law and/or other applicable Argentine laws and regulations. The Company irrevocably submits to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City of New York, State of New York, United States of America, and solely with respect to matters of Argentine Law governing the Notes and this Indenture as stated in this Section 10.05, any Argentine court sitting in the City of Buenos Aires, including the ordinary courts for commercial matters and the Permanent Arbitral Tribunal of the Buenos Aires Stock Exchange (Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires) under the provisions of Article 46 of the Argentine Capital Markets Law, and any competent court in the place of the Company’s corporate domicile for purposes of any action or proceeding arising out of or related to this Indenture or the Notes. The Company designates, appoints and empowers Cogency Global Inc. with offices at 122 East 42nd Street, 18th Floor, New York, NY 10168, as the Company’s authorized agent to receive for and on the Company’s behalf service of summons or other legal process in any such action, suit or proceeding in the State of New York. Final judgment against the Company in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction including the country in which the Company is domiciled by suit on the judgment. Nothing shall affect the right of the Holders of the Notes or the Trustee to commence legal proceedings or otherwise sue the Company in the country in which it is domiciled or in any other court having jurisdiction or to serve process upon the Company in any manner authorized by the laws of any such jurisdiction. The Company hereby further covenants and agrees that, for so long as any Note is Outstanding under this Indenture, the Company will maintain a duly appointed agent for the service of summons and other legal process in New York, New York, United States of America, for purposes of any legal action, suit or proceeding brought by any Holder of the Notes or the Trustee in respect of the Notes or this Indenture and shall keep the Holders of the Notes and the Trustee advised of the identity and location of such agent. The Company hereby further irrevocably consents, if for any reason there is no authorized agent for service of process in New York, to the service of process out of the said courts by mailing copies thereof by registered United States airmail postage prepaid to the Company at the Company’s address specified herein; and in such a case the Company shall also receive by electronic delivery a copy of such process. The serving of process in the manner provided in the paragraph above in any such action, suit or proceeding shall be deemed personal service and accepted by the Company as such and shall be valid and binding upon the Company for all the purposes of any such action, suit or proceeding. 82
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In addition, the Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to the Notes and this Indenture, brought in the courts of the State of New York or in the United States District Court for the Southern District of New York, and any claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Further, the Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any right the Company may now or hereafter have to the removal to a United States Federal Court of any action brought in a state court of the State of New York. To the extent that the Company may, in any suit, action or proceeding brought in a court of the country in which the Company is domiciled or elsewhere arising out of or in connection with the Notes or this Indenture, be entitled to the benefit of any provision of law requiring the Trustee or the Holders of the Notes in such suit, action or proceeding to post security for the costs of the Company, as the case may be, or to post a bond or guarantee (excepción de arraigo) or to take similar action, the Company hereby irrevocably waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of the country in which the Company is domiciled or, as the case may be, such other jurisdiction. To the extent that the Company may be entitled in any jurisdiction to claim for itself or the Company’s assets immunity, on the grounds of sovereignty or otherwise, in respect of the Company’s obligations under the Notes or this Indenture from any suit, execution, attachment (whether in aid or execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction there may be attributed to the Company or its assets such immunity (whether or not claimed), or to the extent it might have the right to have a jury trial, the Company will irrevocably waive and agree not to, as the case may be, claim or exercise such immunity and right to jury trial to the fullest extent permitted by the laws of such jurisdiction. Section 10.06. Currency Indemnity. (a) The Company’s obligations under the Notes and this Indenture to the Trustee and the Holders of the Notes to make payment in U.S. Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any other currency (in this Section, the “Judgment Currency”) or in another place except to the extent that on the Business Day following receipt of any sum adjudged to be so due in the Judgment Currency the payee may in accordance with normal banking procedures purchase U.S. Dollars in the amount originally due with the Judgment Currency. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due under the Notes and this Indenture in U.S. Dollars into a Judgment Currency, the rate of exchange shall be that at which, in accordance with normal banking procedures, such payee could purchase such U.S. Dollars in New York, New York with the Judgment Currency on the Business Day immediately preceding the day on which such judgment is rendered. The Company’s obligation in respect of any such sum due under the Notes and this Indenture shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by the relevant payee of any sum adjudged to be due under the Notes and this Indenture in the Judgment Currency the relevant payee may, in accordance with normal banking procedures, purchase and transfer U.S. Dollars to New York City with the amount of the Judgment Currency so adjudged to be due (giving effect to any set-off or counterclaim taken into account in rendering such judgment). Accordingly, the Company, as a separate obligation and notwithstanding any such judgment, agrees to indemnify each of the Holders of the Notes and the Trustee against, and to pay on demand, in U.S. Dollars, the amount by which the sum originally due to the Holders of the Notes or the Trustee in U.S. Dollars under the Notes and this Indenture exceeds the amount of the U.S. Dollars so purchased and transferred. (b) The Company agrees that, notwithstanding any restriction or prohibition on access to the foreign exchange market (Mercado Libre de Cambios) in Argentina, any and all payments to be made 83
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under the Notes and this Indenture shall be made in U.S. Dollars. Nothing in the Notes and this Indenture shall impair any of the rights of the Holders of the Notes or the Trustee or justify the Company in refusing to make payments under the Notes and this Indenture in U.S. Dollars for any reason whatsoever, including, without limitation, any of the following: (i) the purchase of U.S. Dollars in Argentina by any means becoming more onerous or burdensome for the Company than as of the date of this Indenture and (ii) the exchange rate in force in Argentina increasing significantly from that in effect as of the date of this Indenture. The Company waives the right to invoke any defense of payment impossibility (including any defense under Section 1091 of the Argentine Civil and Commercial Code), impossibility of paying in U.S. Dollars (assuming liability for any force majeure or act of God), or similar defenses or principles (including, without limitation, equity or sharing of efforts principles). In addition, pursuant to Section 4 of the Argentine Negotiable Obligations Law, Section 765 of the Argentine Civil and Commercial Code, if reverted the amendments introduced by Decree No. 70/2023, shall not apply in connection with payments under the Notes. (c) In the event that any restrictions or prohibition of access to the Argentine foreign exchange market exists, the Company will seek to pay all amounts payable under the Notes either (i) by purchasing at market price securities of any series of U.S. Dollar denominated Argentine sovereign bonds or any other securities or private or public bonds issued in Argentina, and transferring and selling such instruments outside Argentina, to the extent permitted by applicable law, or (ii) by means of any other reasonable means permitted by law in Argentina, in each case, on such payment date. All costs and taxes payable in connection with the procedures referred to in (i) and (ii) above shall be borne by the Company. Section 10.07. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to interpret this Indenture. Section 10.08. Successors. All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successor. Section 10.09. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Indenture in Portable Document Format (PDF) shall be as effective as delivery of a manually executed original counterpart of this Indenture. Section 10.10. Separability. In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Section 10.11. Table of Contents and Headings. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and in no way modify or restrict any of the terms and provisions of this Indenture. Section 10.12. No Personal Liability of Directors, Officers, Employees, Incorporators, Members or Stockholders. Except as specifically provided under Argentine law, no director, officer, employee, incorporator, member or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. This waiver may not be effective to waive liabilities under the Article 34 of the Argentine Negotiable Obligations Law, Article 54 of the Argentine General Corporations Law, Sections 119 and 120 of the 84
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Argentine Capital Markets Law and other applicable Argentine regulations, or under federal securities laws and it is the view of the U.S. Securities and Exchange Commission that such a waiver is against public policy. Section 10.13. Waiver of Trial by Jury. Each of the Company, the Holders and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture or the Notes. Section 10.14. Paying Agents, Transfer Agents, Registrars. The Company may at any time appoint additional or alternative Registrars, Paying Agents and Transfer Agents and terminate the appointment thereof; provided, however, that (i) while Notes are Outstanding, the Company will maintain a Registrar, a Paying Agent and a Transfer Agent in New York City; and (ii) as long as it is required by Argentine law or by the CNV, the Company will maintain a Registrar, a Paying Agent and a Transfer Agent in the City of Buenos Aires. In the event required by this Indenture, notice of any resignation, termination or appointment of any Registrar, Paying Agent or Transfer Agent, and of any change in the office through which any Registrar, Paying Agent or Transfer Agent will act, will be promptly given to the Holders of the Notes in the manner described in Section 10.02 above and to the CNV. Section 10.15. FATCA. The Issuer hereby covenants with the Trustee and each Paying Agent that it will provide the Trustee and such Paying Agent with sufficient information so as to enable the Trustee and such Paying Agent to determine whether or not each of the Trustee and such Paying Agent, respectively, is obliged, in respect of any payments to be made by it pursuant to this Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Section 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement). The Trustee and the Paying Agent are authorized to make such required withholding or deductions and have no liability to the Holders or the Issuer for doing so. Section 10.16. Calculations. The Company will be responsible for making all calculations called for under this Indenture or the Notes. The Company will make all calculations in good faith and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule of its calculations to the Trustee and Paying Agent, and the Trustee and Paying Agent shall be entitled to rely conclusively upon the accuracy of the Company’s calculations without any duty to confirm or verify any schedule of calculations or other facts stated therein. The Company will promptly forward each such schedule to a holder upon written request therefor. [Signature page follows] 85
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. VISTA ENERGY ARGENTINA S.A.U. By: /s/ Pablo De Michelis Name: Pablo De Michelis Title: Subdelegate and Attorney-In-Fact [Signature Page – Indenture]
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The Bank of New York Mellon, as Trustee, Paying Agent, Registrar and Transfer Agent By: /s/ Rhonda J. Brannon Name: Rhonda J. Brannon Title: Vice President [Signature Page – Indenture]
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Banco Santander Argentina S.A., as Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina By: /s/ Gastón F. López Name: Gastón F. López Title: MD Head of GTB Argentina By: /s/ Mariano Urquiola Name: Mariano Urquiola Title: Head of Corporate & Investment Banking [Signature Page – Indenture]
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EXHIBIT A [FORM OF FACE OF CERTIFICATED NOTE] VISTA ENERGY ARGENTINA S.A.U. [RESTRICTED SECURITIES ACT LEGEND] “THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THE FOLLOWING SENTENCES. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS, ACKNOWLEDGES AND AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) IN COMPLIANCE WITH RULE 144A, UNDER THE SECURITIES ACT, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE), (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR OF ANY STATE THEREIN.” [REGULATION S SECURITIES ACT LEGEND] “THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), AND MAY NOT BE OFFERED, RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.”
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No. [ ] CUSIP No. [ ] ISIN No. [ ] Common Code No. [ ] VISTA ENERGY ARGENTINA S.A.U. U.S.$500,000,000 8.500% NOTES DUE 2033 A sociedad anónima unipersonal (CUIT 33-51595089-9) having its principal offices at Av. Libertador 101, Floor 12, Vicente López, Province of Buenos Aires, Argentina, organized and existing under the laws of Argentina, initially registered on April 14, 1954 with the Public Registry of the City of Buenos Aires under No. 378, page 405, Book 49, Volume A, and is currently registered with the Public Registry of the Province of Buenos Aires under File No. 248021, Register No. 143515, with a term of duration of 99 years. VISTA ENERGY ARGENTINA S.A.U., a sociedad anónima unipersonal organized under the laws of Argentina (the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, upon surrender hereof the principal sum of ___________ UNITED STATES DOLLARS (U.S. $_____________) or such amount as shall be the outstanding principal amount hereof, on the dates and in the amounts set forth on the reverse side of this Note. The aggregate outstanding principal amount of the Notes will be repaid in three (3) consecutive annual installments starting on June 10, 2031 and ending on June 10, 2033 (the “Stated Maturity”), on the payment dates and in the principal amounts set forth in the table below. Scheduled payment date Percentage of original outstanding principal amount payable June 10, 2031 33% June 10, 2032 33% June 10, 2033 34% Any partial prepayment of the principal amount of the Notes pursuant to Section 3.01 or Section 4.14 of the Indenture or other repurchases of the Notes to the extent that such Notes are cancelled shall reduce the principal amount due on each succeeding Payment Date on a pro rata basis for the amount of principal paid in connection with any such prepayment or repurchase over the remaining Payment Dates and any issuance of Additional Notes shall increase the principal amount due on each succeeding payment date on a pro rata basis for the principal amount of Additional Notes issued. Reference is made to the Indenture dated as of June 10, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Indenture”) among the Company, The Bank of New York Mellon, as Trustee (the “Trustee”), Paying Agent (the “Paying Agent”), Registrar and Transfer Agent (the “Registrar and Transfer Agent”) and Banco Santander Argentina S.A., as Argentine Registrar and
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Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. Series: XXIX. Interest Rate: 8.500% per annum. Payment Dates: June 10 and December 10 of each year, commencing on December 10, 2025. Stated Maturity: June 10, 2033. Regular Record Dates: one Business Day prior to the Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Certificated Note is a non-convertible unsecured negotiable obligation (obligación negociable no convertible en acciones) under, and has been issued pursuant to and in compliance with, all applicable requirements of the Argentine Negotiable Obligations Law No. 23,576, as amended among others by Law No. 23,962 and Law No. 27,440, and as further amended and supplemented from time to time (the “Argentine Negotiable Obligations Law”) and other applicable Argentine laws and regulations. This Certified Note has been issued pursuant to the Company’s U.S.$3,000,000,000 note program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) (the “Program”) in accordance with the Argentine Negotiable Obligations Law, the Argentine Capital Markets Law No. 26,831, as amended by Law No. 27,440, as further amended and supplemented and the rules and regulations of the Comisión Nacional de Valores (the Argentine National Securities Commission) (the “CNV”) approved by General Resolution No. 622/2013, as amended from time to time. The creation of the Program was authorized by the CNV pursuant to CNV by Resolution No. RESFC-2019-20350-APN-DIR#CNV dated July 19, 2019, Disposition No. DI-2024-50-APN-GE#CNV dated July 10, 2024, and Disposition No. DI-2024-90-APN-GE#CNV dated November 22, 2024. This Certificated Note has been issued pursuant to a resolution of the Board of the Directors of VISTA ENERGY ARGENTINA S.A.U. dated June 2, 2025 and a resolution by a certain authorized officer dated June 4, 2025, authorizing the execution and delivery of the Indenture to provide for the issuance of up to U.S.$500,000,000 million aggregate principal amount of Notes under the Program. This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee acting under the Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Date: VISTA ENERGY ARGENTINA S.A.U. By: Name: Title: By: Name: Title:
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CERTIFICATE OF AUTHENTICATION This is one of the 8.500% NOTES DUE 2033 described in the Indenture referred to in this Note. The Bank of New York Mellon, as Trustee By: Name: Title:
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[FORM OF REVERSE OF CERTIFICATED NOTE] --- VISTA ENERGY ARGENTINA S.A.U. U.S.$500,000,000 8.500% NOTES DUE 2033 1. Principal and Interest. The Company promises to pay the principal of this Note on the dates indicated on the cover of this Note. Interest on this Note will accrue at the rate of 8.500% per year and will be payable semi-annually in arrears on June 10 and December 10 of each year, commencing on December 10, 2025 (each a “Payment Date”). Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or, if no interest has been paid, from and including the Issue Date. Interest will be computed on the basis of a 360-day year composed of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed. Interest (and principal, premium and Additional Amounts, if any, payable other than at Stated Maturity or upon acceleration, redemption or repurchase) will be payable in immediately available funds to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Payment Date notwithstanding the cancellation of such Notes upon any transfer or exchange thereof subsequent to such Record Date and prior to such Payment Date; provided, however, that interest payable at Stated Maturity or upon acceleration, redemption or repurchase will be payable to the person to whom principal will be payable; provided further that if and to the extent the Company defaults in the payment of the interest (and Additional Amounts, if any) due on such Payment Date, such defaulted interest (and Additional Amounts, if any) will be paid to the person in whose name such Notes are registered at the end of a subsequent record date established by the Company by notice delivered by or on behalf of the Company to the Holders of the Notes and the Trustee not less than 10 days preceding such subsequent record date, such record date to be not less than one Business Day preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Additional Note originally issued between a Regular Record Date and a Payment Date will be made on the Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Payment of the principal, any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration, redemption or repurchase will be made in immediately available funds to the person in whose name such Note is registered upon surrender of such Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York City, the office of the Argentine Paying Agent located in the City of Buenos Aires, or at the specified office of any other Paying Agent, provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of Notes to be made other than at Stated Maturity or upon acceleration, redemption or repurchase will be made by check mailed on or before the due date for such payments to the address of the person entitled thereto as it appears in the Register; provided that (a) the applicable Depositary, as holder of the Global Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a holder of U.S.$1,000,000 in aggregate principal or face amount of Notes shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such holder at a bank
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located in the United States or Argentina as may have been appropriately designated by such person to the Trustee in writing no later than 15 days prior to the date such payment is due. Unless such designation is revoked in writing, any such designation made by such holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such holder. Payments of interest on any Note with respect to any Payment Date will include interest accrued to but excluding such Payment Date. 2. Indenture. This is one of the Notes issued under the Indenture. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control. The Notes will constitute the Company’s general, unsecured and unsubordinated obligations, ranking equally without any preference among themselves and with all of the Company’s other present and future unsecured and unsubordinated indebtedness from time to time outstanding, other than obligations preferred by statute or by operation of law. The Notes will be subordinated to all of the Company’s existing and future secured obligations to the extent of the value of the assets securing such obligations. The Indenture limits the original aggregate principal amount of the Notes to U.S.$500,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class. 3. Redemption and Repurchase. The Notes are subject to redemption by the Company on the terms and conditions specified in the Indenture. 4. Registered Form; Denominations; Transfer; Exchange. The Notes are issuable in registered form only without coupons in minimum denominations of U.S.$1,000 principal amount and integral multiples of U.S.$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. 5. Defaults and Remedies. If an Event of Default, as defined in the Indenture, occurs and is continuing, Holders shall be entitled to the rights and remedied provided in the Indenture. 6. Amendment, Supplement and Waiver. The Indenture or the Notes may be amended, or supplemented as provided in the Indenture. 7. Authentication. This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.
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8. Governing Law, Consent to Jurisdiction, Currency Conversion and Service of Process. The Notes shall be governed by and construed in accordance with the laws of the State of New York, United States of America (including, for the avoidance of doubt, the statute of limitations thereof), without giving effect to choice of law rules; provided that all matters relating to the due corporate authorization, execution, issuance and delivery of the Notes by the Company, and matters relating to the legal requirements necessary in order for the Notes to qualify as “obligaciones negociables” under Argentine law, the public offering in Argentina and certain matters related to the meetings of Holders of the Notes, including quorums, majorities and requirements for calling, shall be governed by the Argentine Negotiable Obligations Law, the Argentine General Corporations Law No. 19,550, as amended, the Argentine Capital Markets Law and/or other applicable Argentine laws and regulations. The Company will irrevocably submit to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York City, United States of America, any Argentine court sitting in the City of Buenos Aires, including the ordinary courts for commercial matters and the Permanent Arbitral Tribunal of the Buenos Aires Stock Exchange (Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires) under the provisions of Article 46 of the Argentine Capital Markets Law, and any competent court in the place of the Company’s corporate domicile for purposes of any action or proceeding arising out of or related to the Notes. The Company has appointed Cogency Global Inc. as agent for service of process. If for the purpose of obtaining judgment in any court, it is necessary to convert a sum due under the Notes in U.S. Dollars into another currency (in this paragraph called the “judgment currency”), the rate of exchange shall be that at which, in accordance with normal banking procedures, such payee could purchase such U.S. Dollars in New York, New York with the judgment currency on the Business Day immediately preceding the day on which such judgment is rendered. Claims against the Company for the payment of principal and interest, or any other amounts payable on or in respect of the Notes (and Additional Amounts, if any) will prescribe unless made within five years for principal and two years for interest from the date on which such payment first became due, or for a shorter period if provided by applicable law. 9. Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction to claim for itself or the Company’s assets immunity, on the grounds of sovereignty or otherwise, in respect of the Company’s obligations under the Notes from any suit, execution, attachment (whether in aid or execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction there may be attributed to the Company or its assets such immunity (whether or not claimed), or to the extent it might have the right to have a jury trial, the Company irrevocably waives and agrees not to, as the case may be, claim or exercise such immunity and right to jury trial to the fullest extent permitted by the laws of such jurisdiction. 10. Abbreviations. Customary abbreviations may be used in the name of a holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).
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The Company will furnish a copy of the Indenture to any holder upon written request and without charge.
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OPTION OF HOLDER TO ELECT PURCHASE If you wish to have all of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, check the box: ☐ If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, state the amount (in original principal amount) below: U.S.$ . Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee1: 1 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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SCHEDULE OF INCREASES AND DECREASES OF NOTES The following changes in the aggregate principal amount of Notes represented by this Certificated Note have been made: Date of Increase/Decrease Amount of decrease in aggregate principal amount of Notes Amount of increase in aggregate principal amount of Notes Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Paying Agent
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EXHIBIT B TRANSFER NOTICE FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. Please print or typewrite name and address including zip code of assignee the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note on the books of the Company with full power of substitution in the premises. In connection with any transfer of this Note: [Check One] ☐ (a) this Note is being transferred to the Company; or ☐ (b) this Note is being transferred pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933 (the “Securities Act”) and, accordingly, the undersigned does hereby further certify that this Note is being transferred to a Person that the undersigned reasonably believes is purchasing this Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States; ☐ (c) this Note is being transferred pursuant to and in accordance with Regulation S and: (A) the offer of this Note was not made to a Person in the United States; (B) either: (i) at the time the buy order was originated, the transferee was outside the United States or the undersigned and any person acting on its behalf reasonably believed that the transferee was outside the United States, or (ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on
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its behalf knows that the transaction was prearranged with a buyer in the United States; (C) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and (D) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or ☐ (d) this Note is being transferred in a transaction permitted by Rule 144; ☐ (e) the undersigned did not purchase this Note as part of the initial distribution thereof and the transfer is being effected pursuant to and in accordance with an applicable exemption (other than (a) through (d) above) from the registration requirements under the Securities Act and the undersigned has delivered to the Trustee such additional evidence that the Company or the Trustee may require as to compliance with such available exemption. If none of the foregoing boxes are checked, the Trustee or other Registrar shall not be obligated to register this Note in the name of any Person other than the holder hereof unless and until the conditions to any such transfer or registration set forth herein and the Indenture shall have been satisfied. Date: NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer
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EXHIBIT C [FORM OF RESTRICTED GLOBAL NOTE] VISTA ENERGY ARGENTINA S.A.U. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THE FOLLOWING SENTENCES. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS, ACKNOWLEDGES AND AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) IN COMPLIANCE WITH RULE 144A, UNDER THE SECURITIES ACT, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE), (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR OF ANY STATE THEREIN. THIS LEGEND MAY BE REMOVED SOLELY AT THE DIRECTION OF THE ISSUER.
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VISTA ENERGY ARGENTINA S.A.U. U.S.$500,000,000 8.500% NOTES DUE 2033 A sociedad anónima unipersonal (CUIT 33-51595089-9) having its principal offices at Av. Libertador 101, Floor 12, Vicente López, Province of Buenos Aires, Argentina, organized and existing under the laws of Argentina, initially registered on April 14, 1954 with the Public Registry of the City of Buenos Aires under No. 378, page 405, Book 49, Volume A, and is currently registered with the Public Registry of the Province of Buenos Aires under File No. 248021, Register No. 143515, with a term of duration of 99 years. VISTA ENERGY ARGENTINA S.A.U., a sociedad anónima unipersonal organized under the laws of Argentina (the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, upon surrender hereof the principal sum of NINETY FOUR MILLION EIGHT HUNDRED AND SIXTY THOUSAND UNITED STATES DOLLARS (U.S. $94,860,000) or such amount as shall be the outstanding principal amount hereof, on the dates and in the amounts set forth on the reverse side of this Note. The aggregate outstanding principal amount of the Notes will be repaid in three (3) consecutive annual installments starting on June 10, 2031 and ending on June 10, 2033 (the “Stated Maturity”), on the payment dates and in the principal amounts set forth in the table below. Scheduled payment date Percentage of original outstanding principal amount payable June 10, 2031 33% June 10, 2032 33% June 10, 2033 34% Any partial prepayment of the principal amount of the Notes pursuant to Section 3.01 or Section 4.14 of the Indenture or other repurchases of the Notes to the extent that such Notes are cancelled shall reduce the principal amount due on each succeeding Payment Date on a pro rata basis for the amount of principal paid in connection with any such prepayment or repurchase over the remaining Payment Dates and any issuance of Additional Notes shall increase the principal amount due on each succeeding payment date on a pro rata basis for the principal amount of Additional Notes issued. Reference is made to the Indenture dated as of June 10, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Indenture”) among the Company, The Bank of New York Mellon, as Trustee (the “Trustee”), Paying Agent (the “Paying Agent”), Registrar and Transfer Agent (the “Registrar and Transfer Agent”) and Banco Santander Argentina S.A., as Argentine Registrar and No. [ ] CUSIP No. 92841R AB6 ISIN No. US92841RAB69 Common Code No. 309611535
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Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. Series: XXIX. Interest Rate: 8.500% per annum. Payment Dates: June 10 and December 10 of each year, commencing on December 10, 2025. Stated Maturity: June 10, 2033. Regular Record Dates: one Business Day prior to the Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Restricted Global Note is a non-convertible unsecured negotiable obligation (obligación negociable no convertible en acciones) under, and has been issued pursuant to and in compliance with, all applicable requirements of the Argentine Negotiable Obligations Law No. 23,576, as amended, among others, by Law No. 23,962 and Law No. 27,440, and as further amended and supplemented from time to time (the “Argentine Negotiable Obligations Law”) and other applicable Argentine laws and regulations. This Restricted Global Note has been issued pursuant to the Company’s U.S.$3,000,000,000 note program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) (the “Program”) in accordance with the Argentine Negotiable Obligations Law, the Argentine Capital Markets Law No. 26,831, as amended by Law No. 27,440, as further amended and supplemented and the rules and regulations of the Comisión Nacional de Valores (the Argentine National Securities Commission) (the “CNV”) approved by General Resolution No. 622/2013, as amended from time to time. The creation of the Program was authorized by the CNV pursuant to CNV by Resolution No. RESFC-2019-20350-APN-DIR#CNV dated July 19, 2019, Disposition No. DI-2024-50-APN-GE#CNV dated July 10, 2024, and Disposition No. DI-2024-90-APN-GE#CNV dated November 22, 2024. This Restricted Global Note has been issued pursuant to a resolution of the Board of the Directors of VISTA ENERGY ARGENTINA S.A.U. dated June 2, 2025 and a resolution by a certain authorized officer dated June 4, 2025, authorizing the execution and delivery of the Indenture to provide for the issuance of up to U.S.$500,000,000 million aggregate principal amount of Notes under the Program. This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee acting under the Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Date: VISTA ENERGY ARGENTINA S.A.U. By: Name: Title: By: Name: Title:
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CERTIFICATE OF AUTHENTICATION This is one of the 8.500% NOTES DUE 2033 described in the Indenture referred to in this Note. The Bank of New York Mellon, as Trustee By: Name: Title: [Signature page to Certificate of Authentication of Rule 144A Global Note]
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[FORM OF REVERSE OF RESTRICTED GLOBAL NOTE] VISTA ENERGY ARGENTINA S.A.U. U.S.$500,000,000 8.500% NOTES DUE 2033 1. Principal and Interest. The Company promises to pay the principal of this Note on the dates indicated on the cover of this Note. Interest on this Note will accrue at the rate of 8.500% per year and will be payable semi-annually in arrears on June 10 and December 10 of each year, commencing on December 10, 2025 (each a “Payment Date”). Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or, if no interest has been paid, from and including the Issue Date. Interest will be computed on the basis of a 360-day year composed of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed. Interest (and principal, premium and Additional Amounts, if any, payable other than at Stated Maturity or upon acceleration, redemption or repurchase) will be payable in immediately available funds to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Payment Date notwithstanding the cancellation of such Notes upon any transfer or exchange thereof subsequent to such Record Date and prior to such Payment Date; provided, however, that interest payable at Stated Maturity or upon acceleration, redemption or repurchase will be payable to the person to whom principal will be payable; provided further that if and to the extent the Company defaults in the payment of the interest (and Additional Amounts, if any) due on such Payment Date, such defaulted interest (and Additional Amounts, if any) will be paid to the person in whose name such Notes are registered at the end of a subsequent record date established by the Company by notice delivered by or on behalf of the Company to the Holders of the Notes and the Trustee not less than 10 days preceding such subsequent record date, such record date to be not less than one Business Day preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Additional Note originally issued between a Regular Record Date and a Payment Date will be made on the Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Payment of the principal, any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration, redemption or repurchase will be made in immediately available funds to the person in whose name such Note is registered upon surrender of such Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York City, the office of the Argentine Paying Agent located in the City of Buenos Aires, or at the specified office of any other Paying Agent, provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon acceleration, redemption or repurchase will be made by check mailed on or before the due date for such payments to the address of the person entitled thereto as it appears in the Register; provided that (a) the applicable Depositary, as holder of the Global Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a holder of U.S.$1,000,000 in aggregate principal or face amount of the Notes shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such holder at a bank
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located in the United States or Argentina as may have been appropriately designated by such person to the Trustee in writing no later than 15 days prior to the date such payment is due. Unless such designation is revoked in writing, any such designation made by such holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such holder. Payments of interest on any Note with respect to any Payment Date will include interest accrued to but excluding such Payment Date. 2. Indenture. This is one of the Notes issued under the Indenture. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control. The Notes will constitute the Company’s general, unsecured and unsubordinated obligations, ranking equally without any preference among themselves and with all of the Company’s other present and future unsecured and unsubordinated indebtedness from time to time outstanding, other than obligations preferred by statute or by operation of law. The Notes will be subordinated to all of the Company’s existing and future secured obligations to the extent of the value of the assets securing such obligations. The Indenture limits the original aggregate principal amount of the Notes to U.S.$500,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class. 3. Redemption and Repurchase. The Notes are subject to redemption by the Company on the terms and conditions specified in the Indenture. 4. Registered Form; Denominations; Transfer; Exchange. The Notes are issuable in registered form only without coupons in minimum denominations of U.S.$1,000 principal amount and integral multiples of U.S.$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. 5. Defaults and Remedies. If an Event of Default, as defined in the Indenture, occurs and is continuing, Holders shall be entitled to the rights and remedied provided in the Indenture. 6. Amendment, Supplement and Waiver. The Indenture or the Notes may be amended, or supplemented as provided in the Indenture.
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7. Authentication. This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note. 8. Governing Law, Consent to Jurisdiction, Currency Conversion and Service of Process. The Notes shall be governed by and construed in accordance with the laws of the State of New York, United States of America (including, for the avoidance of doubt, the statute of limitations thereof), without giving effect to choice of law rules; provided that all matters relating to the due corporate authorization, execution, issuance and delivery of the Notes by the Company, and matters relating to the legal requirements necessary in order for the Notes to qualify as “obligaciones negociables” under Argentine law, the public offering in Argentina and certain matters related to the meetings of Holders of the Notes, including quorums, majorities and requirements for calling, shall be governed by the Argentine Negotiable Obligations Law, the Argentine General Corporations Law No. 19,550, as amended, the Argentine Capital Markets Law and/or other applicable Argentine laws and regulations. The Company will irrevocably submit to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York City, United States of America, any Argentine court sitting in the City of Buenos Aires, including the ordinary courts for commercial matters and the Permanent Arbitral Tribunal of the Buenos Aires Stock Exchange (Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires) under the provisions of Article 46 of the Argentine Capital Markets Law, and any competent court in the place of the Company’s corporate domicile for purposes of any action or proceeding arising out of or related to the Notes. The Company has appointed Cogency Global Inc. as agent for service of process. If for the purpose of obtaining judgment in any court, it is necessary to convert a sum due under the Notes in U.S. Dollars into another currency (in this paragraph called the “judgment currency”), the rate of exchange shall be that at which, in accordance with normal banking procedures, such payee could purchase such U.S. Dollars in New York, New York with the judgment currency on the Business Day immediately preceding the day on which such judgment is rendered. Claims against the Company for the payment of principal and interest, or any other amounts payable on or in respect of the Notes (and Additional Amounts, if any) will prescribe unless made within five years for principal and two years for interest from the date on which such payment first became due, or for a shorter period if provided by applicable law. 9. Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction to claim for itself or the Company’s assets immunity, on the grounds of sovereignty or otherwise, in respect of the Company’s obligations under the Notes from any suit, execution, attachment (whether in aid or execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction there may be attributed to the Company or its assets such immunity (whether or not claimed), or to the extent it might have the right to have a jury trial, the Company irrevocably waives and agrees not to, as the case may be, claim or exercise such immunity and right to jury trial to the fullest extent permitted by the laws of such jurisdiction.
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10. Abbreviations. Customary abbreviations may be used in the name of a holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any holder upon written request and without charge.
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OPTION OF HOLDER TO ELECT PURCHASE If you wish to have all of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, check the box: ☐ If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, state the amount (in original principal amount) below: U.S.$ . Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee2: 2 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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SCHEDULE OF INCREASES AND DECREASES OF NOTES The following changes in the aggregate principal amount of Notes represented by this Certificated Note have been made: Date of Increase/Decrease Amount of decrease in aggregate principal amount of Notes Amount of increase in aggregate principal amount of Notes Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Paying Agent
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EXHIBIT D [FORM OF REGULATION S GLOBAL NOTE] VISTA ENERGY ARGENTINA S.A.U. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), AND MAY NOT BE OFFERED, RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.
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VISTA ENERGY ARGENTINA S.A.U. U.S.$500,000,000 8.500% NOTES DUE 2033 A sociedad anónima unipersonal (CUIT 33-51595089-9) having its principal offices at Av. Libertador 101, Floor 12, Vicente López, Province of Buenos Aires, Argentina, organized and existing under the laws of Argentina, initially registered on April 14, 1954 with the Public Registry of the City of Buenos Aires under No. 378, page 405, Book 49, Volume A, and is currently registered with the Public Registry of the Province of Buenos Aires under File No. 248021, Register No. 143515, with a term of duration of 99 years. VISTA ENERGY ARGENTINA S.A.U., a sociedad anónima unipersonal organized under the laws of Argentina (the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, upon surrender hereof the principal sum of FOUR HUNDRED AND FIVE MILLION ONE HUNDRED AND FORTY THOUSAND UNITED STATES DOLLARS (U.S. $405,140,000) or such amount as shall be the outstanding principal amount hereof, on the dates and in the amounts set forth on the reverse side of this Note. The aggregate outstanding principal amount of the Notes will be repaid in three (3) consecutive annual installments starting on June 10, 2031 and ending on June 10, 2033 (the “Stated Maturity”), on the payment dates and in the principal amounts set forth in the table below. Scheduled payment date Percentage of original outstanding principal amount payable June 10, 2031 33% June 10, 2032 33% June 10, 2033 34% Any partial prepayment of the principal amount of the Notes pursuant to Section 3.01 or Section 4.14 of the Indenture or other repurchases of the Notes to the extent that such Notes are cancelled shall reduce the principal amount due on each succeeding Payment Date on a pro rata basis for the amount of principal paid in connection with any such prepayment or repurchase over the remaining Payment Dates and any issuance of Additional Notes shall increase the principal amount due on each succeeding payment date on a pro rata basis for the principal amount of Additional Notes issued. Reference is made to the Indenture dated as of June 10, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Indenture”) among the Company, The Bank of New York Mellon, as Trustee (the “Trustee”), Paying Agent (the “Paying Agent”), Registrar and Transfer Agent (the “Registrar and Transfer Agent”) and Banco Santander Argentina S.A., as Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. No. [ ] CUSIP No. P9659R AB4 ISIN No. USP9659RAB44 Common Code No. 309611543
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Series: XXIX. Interest Rate: 8.500% per annum. Payment Dates: June 10 and December 10 of each year, commencing on December 10, 2025. Stated Maturity: June 10, 2033. Regular Record Dates: one Business Day prior to the Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Global Note is a non-convertible unsecured negotiable obligation (obligación negociable no convertible en acciones) under, and has been issued pursuant to and in compliance with, all applicable requirements of the Argentine Negotiable Obligations Law No. 23,576, as amended, among others, by Law No. 23,962 and Law No. 27,440, and as further amended and supplemented from time to time (the “Argentine Negotiable Obligations Law”) and other applicable Argentine laws and regulations. This Global Note has been issued pursuant to the Company’s U.S.$3,000,000,000 note program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) (the “Program”) in accordance with the Argentine Negotiable Obligations Law, the Argentine Capital Markets Law No. 26,831, as amended by Law No. 27,440, as further amended and supplemented and the rules and regulations of the Comisión Nacional de Valores (the Argentine National Securities Commission) (the “CNV”) approved by General Resolution No. 622/2013, as amended from time to time. The creation of the Program was authorized by the CNV pursuant to CNV by Resolution No. RESFC-2019-20350-APN-DIR#CNV dated July 19, 2019, Disposition No. DI-2024-50-APN-GE#CNV dated July 10, 2024, and Disposition No. DI-2024-90-APN-GE#CNV dated November 22, 2024. This Global Note has been issued pursuant to a resolution of the Board of the Directors of VISTA ENERGY ARGENTINA S.A.U. dated June 2, 2025 and a resolution by a certain authorized officer dated June 4, 2025, authorizing the execution and delivery of the Indenture to provide for the issuance of up to U.S.$500,000,000 million aggregate principal amount of Notes under the Program. This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee acting under the Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Date: VISTA ENERGY ARGENTINA S.A.U. By: Name: Title: By: Name: Title:
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CERTIFICATE OF AUTHENTICATION This is one of the 8.500% NOTES DUE 2033 described in the Indenture referred to in this Note. The Bank of New York Mellon, as Trustee By: Name: Title: [Signature page to Certificate of Authentication of Regulation S Global Note]
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[FORM OF REVERSE OF REGULATION S GLOBAL NOTE] VISTA ENERGY ARGENTINA S.A.U. U.S.$500,000,000 8.500% NOTES DUE 2033 1. Principal and Interest. The Company promises to pay the principal of this Note on the dates indicated on the cover of this Note. Interest on this Note will accrue at the rate of 8.500% per year and will be payable semi-annually in arrears on June 10 and December 10 of each year, commencing on December 10, 2025 (each a “Payment Date”). Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or, if no interest has been paid, from and including the Issue Date. Interest will be computed on the basis of a 360-day year composed of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed. Interest (and principal, premium and Additional Amounts, if any, payable other than at Stated Maturity or upon acceleration, redemption or repurchase) will be payable in immediately available funds to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Payment Date notwithstanding the cancellation of such Notes upon any transfer or exchange thereof subsequent to such Record Date and prior to such Payment Date; provided, however, that interest payable at Stated Maturity or upon acceleration, redemption or repurchase will be payable to the person to whom principal will be payable; provided further that if and to the extent the Company defaults in the payment of the interest (and Additional Amounts, if any) due on such Payment Date, such defaulted interest (and Additional Amounts, if any) will be paid to the person in whose name such Notes are registered at the end of a subsequent record date established by the Company by notice delivered by or on behalf of the Company to the Holders of the Notes and the Trustee not less than 10 days preceding such subsequent record date, such record date to be not less than one Business Day preceding the date of payment in respect of such defaulted interest. The first payment of interest on any Additional Note originally issued between a Regular Record Date and a Payment Date will be made on the Payment Date following the next succeeding Regular Record Date to the registered owner at the close of business on such next succeeding Regular Record Date. Payment of the principal, any premium, interest, Additional Amounts and other amounts on or in respect of any Note at Stated Maturity or upon acceleration, redemption or repurchase will be made in immediately available funds to the person in whose name such Note is registered upon surrender of such Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York City, the office of the Argentine Paying Agent located in the City of Buenos Aires, or at the specified office of any other Paying Agent, provided that the Note is presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of the Notes to be made other than at Stated Maturity or upon acceleration, redemption or repurchase will be made by check mailed on or before the due date for such payments to the address of the person entitled thereto as it appears in the Register; provided that (a) the applicable Depositary, as holder of the Global Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds, (b) a holder of U.S.$1,000,000 in aggregate principal or face amount of the Notes shall be entitled to receive payments of interest by wire transfer of immediately available funds to an account maintained by such holder at a bank
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located in the United States or Argentina as may have been appropriately designated by such person to the Trustee in writing no later than 15 days prior to the date such payment is due. Unless such designation is revoked in writing, any such designation made by such holder with respect to such Notes shall remain in effect with respect to any future payments with respect to such Notes payable to such holder. Payments of interest on any Note with respect to any Payment Date will include interest accrued to but excluding such Payment Date. 2. Indenture. This is one of the Notes issued under the Indenture. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control. The Notes will constitute the Company’s general, unsecured and unsubordinated obligations, ranking equally without any preference among themselves and with all of the Company’s other present and future unsecured and unsubordinated indebtedness from time to time outstanding, other than obligations preferred by statute or by operation of law. The Notes will be subordinated to all of the Company’s existing and future secured obligations to the extent of the value of the assets securing such obligations. The Indenture limits the original aggregate principal amount of the Notes to U.S.$500,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class. 3. Redemption and Repurchase. The Notes are subject to redemption by the Company on the terms and conditions specified in the Indenture. 4. Registered Form; Denominations; Transfer; Exchange. The Notes are issuable in registered form only without coupons in minimum denominations of U.S.$1,000 principal amount and integral multiples of U.S.$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. 5. Defaults and Remedies. If an Event of Default, as defined in the Indenture, occurs and is continuing, Holders shall be entitled to the rights and remedied provided in the Indenture. 6. Amendment, Supplement and Waiver. The Indenture or the Notes may be amended, or supplemented as provided in the Indenture. 7. Authentication. This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.
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8. Governing Law, Consent to Jurisdiction, Currency Conversion and Service of Process. The Notes shall be governed by and construed in accordance with the laws of the State of New York, United States of America (including, for the avoidance of doubt, the statute of limitations thereof), without giving effect to choice of law rules; provided that all matters relating to the due corporate authorization, execution, issuance and delivery of the Notes by the Company, and matters relating to the legal requirements necessary in order for the Notes to qualify as “obligaciones negociables” under Argentine law, the public offering in Argentina and certain matters related to the meetings of Holders of the Notes, including quorums, majorities and requirements for calling, shall be governed by the Argentine Negotiable Obligations Law, the Argentine General Corporations Law No. 19,550, as amended, the Argentine Capital Markets Law and/or other applicable Argentine laws and regulations. The Company will irrevocably submit to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York City, United States of America, any Argentine court sitting in the City of Buenos Aires, including the ordinary courts for commercial matters and the Permanent Arbitral Tribunal of the Buenos Aires Stock Exchange (Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires) under the provisions of Article 46 of the Argentine Capital Markets Law, and any competent court in the place of the Company’s corporate domicile for purposes of any action or proceeding arising out of or related to the Notes. The Company has appointed Cogency Global Inc. as agent for service of process. If for the purpose of obtaining judgment in any court, it is necessary to convert a sum due under the Notes in U.S. Dollars into another currency (in this paragraph called the “judgment currency”), the rate of exchange shall be that at which, in accordance with normal banking procedures, such payee could purchase such U.S. Dollars in New York, New York with the judgment currency on the Business Day immediately preceding the day on which such judgment is rendered. Claims against the Company for the payment of principal and interest, or any other amounts payable on or in respect of the Notes (and Additional Amounts, if any) will prescribe unless made within five years for principal and two years for interest from the date on which such payment first became due, or for a shorter period if provided by applicable law. 9. Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction to claim for itself or the Company’s assets immunity, on the grounds of sovereignty or otherwise, in respect of the Company’s obligations under the Notes from any suit, execution, attachment (whether in aid or execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction there may be attributed to the Company or its assets such immunity (whether or not claimed), or to the extent it might have the right to have a jury trial, the Company irrevocably waives and agrees not to, as the case may be, claim or exercise such immunity and right to jury trial to the fullest extent permitted by the laws of such jurisdiction. 10. Abbreviations. Customary abbreviations may be used in the name of a holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).
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The Company will furnish a copy of the Indenture to any holder upon written request and without charge.
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OPTION OF HOLDER TO ELECT PURCHASE If you wish to have all of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, check the box: ☐ If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, state the amount (in original principal amount) below: U.S.$ . Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee3: 3 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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SCHEDULE OF INCREASES AND DECREASES OF NOTES The following changes in the aggregate principal amount of Notes represented by this Certificated Note have been made: Date of Increase/Decrease Amount of decrease in aggregate principal amount of Notes Amount of increase in aggregate principal amount of Notes Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Paying Agent
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EXHIBIT E [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S DURING THE DISTRIBUTION COMPLIANCE PERIOD] [Date] The Bank of New York Mellon, as Trustee Re: VISTA ENERGY ARGENTINA S.A.U. U.S.$500,000,000 8.500% Notes Due 2033 (the “Notes”) Dear Sirs: Reference is hereby made to the Indenture, dated as of June 10, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Indenture”) among VISTA ENERGY ARGENTINA S.A.U., a sociedad anónima unipersonal under the laws of Argentina (the “Company”), The Bank of New York Mellon, as trustee (the “Trustee”), paying agent (the “Paying Agent”), registrar and transfer agent (the “Registrar and Transfer Agent”) and Banco Santander Argentina S.A., as Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S.$ principal amount of Notes which are evidenced by one or more Restricted Global Notes (CUSIP No. [ ]) and held with the Depositary in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or more Regulation S Global Notes (CUSIP No. [ ]), which amount, immediately after such transfer, is to be held with the Depositary through DTC, Euroclear or Clearstream, Luxembourg, or both. In connection with our proposed sale of U.S.$ aggregate principal amount of the Notes, we hereby confirm that such sale has been effected pursuant to and in accordance with Rule 903 or
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Rule 904 of Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that: (1) the offer of the Notes was not made to a person in the United States; (2) either: (A) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States; or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made by us in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; (4) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act of 1933; and (5) upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depositary through Euroclear or Clearstream, Luxembourg, or both.
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You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By: Authorized Signature
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EXHIBIT F [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S UPON AND FOLLOWING EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD] [Date] The Bank of New York Mellon, as Trustee Re: VISTA ENERGY ARGENTINA S.A.U. U.S.$500,000,000 8.500% Notes Due 2033 (the “Notes”) Dear Sirs: Reference is hereby made to the Indenture, dated as of June 10, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Indenture”) among VISTA ENERGY ARGENTINA S.A.U., a sociedad anónima unipersonal under the laws of Argentina, (the “Company”), The Bank of New York Mellon, as trustee (the “Trustee”), paying agent (the “Paying Agent”), registrar and transfer agent (the “Registrar and Transfer Agent”) and Banco Santander Argentina S.A., as Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S.$ principal amount of Notes which are evidenced by one or more Restricted Global Notes (CUSIP No. [ ]) and held with the Depositary in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or more Regulation S Global Notes (CUSIP No. [ ]). In connection with such request and in respect of such Notes, we hereby certify that such sale has been effected pursuant to and in accordance with either Rule 903 or Rule 904 of Regulation S or Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly we hereby further certify that: (1) if the transfer has been effected pursuant to Rule 903 or Rule 904: (A) the offer of the Notes was not made to a Person in the United States; (B) either: (i) at the time the buy order was originated, the transferee was outside the United States or we and any Person acting on our behalf reasonably believed that the transferee was outside the United States, or (ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any Person
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acting on our behalf knows that the transaction was pre- arranged with a buyer in the United States; (C) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and (D) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (2) if the transfer has been effected pursuant to Rule 144, the Notes have been transferred in a transaction permitted by Rule 144.
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You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By: Authorized Signature
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EXHIBIT G [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF CERTIFICATED NOTES TO QIBs] [Date] The Bank of New York Mellon, as Trustee Re: VISTA ENERGY ARGENTINA S.A.U. U.S.$500,000,000 8.500% Notes Due 2033 (the “Notes”) Dear Sirs: Reference is hereby made to the Indenture, dated as of June 10, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Indenture”) among VISTA ENERGY ARGENTINA S.A.U., a sociedad anónima unipersonal under the laws of Argentina, (the “Company”), The Bank of New York Mellon, as trustee (the “Trustee”), paying agent (the “Paying Agent”), registrar and transfer agent (the “Registrar and Transfer Agent”) and Banco Santander Argentina S.A., as Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S.$ principal amount of Notes which are evidenced by one or more Regulation S Global Notes (CUSIP No. [ ]) and held with the Depositary through [DTC] [Euroclear] [Clearstream, Luxembourg] in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested that a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof (the “Transferee”) in the form of an equal principal amount of Notes evidenced by one or more Restricted Global Notes. [CHECK ONE] Q In connection with such request and in respect of such Notes, the Transferee does hereby certify that (i) it is a “qualified institutional buyer” (“QIB”) as defined in and pursuant to Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended, purchasing the Notes for its own account (or for the account of one or more QIBs over which account it exercises sole investment discretion) and (ii) the transfer was made in a transaction meeting the requirements of Rule 144A. Q The Transferor did not purchase such Notes as part of the initial distribution thereof and the transfer is being effected pursuant to and in accordance with an applicable exemption from the registration requirements of the Securities Act and the Transferor has delivered
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to the Trustee such additional evidence that the Company or the Trustee may require as to compliance with such available exemption. You are entitled to rely on this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferee or Transferor] By: Authorized Signature
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Exhibit 8.1 List of Subsidiaries of Vista Energy, S.A.B de C.V. as of December 31, 2025 Subsidiary Jurisdiction of incorporation Name under which thesubsidiary does business Vista Energy Argentina S.A.U. Argentina Vista Argentina Vista Energy LACH S.A. Argentina Vista LACH Vista Energy Holding I, S.A. de C.V. Mexico Vista Holding I Vista Energy Holding II, S.A. de C.V. Mexico Vista Holding II Vista Energy International S.A. Uruguay VEISA Aluvional S.A. Argentina Aluvional
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Exhibit 11.1 VISTA ENERGY, S.A.B. DE C.V. INSIDER TRADING POLICY Vista Energy, S.A.B. de C.V. (the “Company”) is a company whose shares are registered on the Mexican National Securities Registry (Registro Nacional de Valores or “RNV”) and listed on the Mexican Stock Exchange, S.A.B. de C.V. and the New York Stock Exchange (such stock exchanges, individually a “Stock Exchange” and collectively, the “Stock Exchanges”). I. Purpose Securities laws of the United States, the United Mexican States (“Mexico”) and other jurisdictions prohibit trading in the equity or debt securities of a company while in possession of material non-public information about the company. Considering the foregoing and in order to (i) take an active role in promoting compliance with such laws, and preventing insider trading violations by its officers, directors, employees and certain others, and (ii) comply with the following Mexican regulations: • Mexican Stock Market Law (Ley del Mercado de Valores or “LMV”); • The General Provisions Applicable to Issuers of Securities and other Stock Market Participants (Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores or “Securities Regulations”); and • The General Provisions Applicable to Transactions in Securities Conducted by Members of the Board of Directors, Officers and Employees of Financial Entities and Other Regulated Entities (Disposiciones de Carácter General Aplicables a las Operaciones con Valores que Realicen los Consejeros, Directivos y Empleados de Entidades Financieras y Demás Personas Obligadas), the Company has adopted the policies and procedures described in this document (the “Policy”). II. Definitions “Relevant Officer”: person who, by virtue of occupying a position in the Company or any entity controlled by the Company or that controls the Company, makes decisions that may materially affect the administrative, financial, operational or legal situation of the Company or its subsidiaries together with the members of the board of directors and secretary of such board of the Company.1 “Material Shareholder”: person who hold (directly or indirectly) more than 10% of the Company’s stock (together with the members of the board and secretary of the board of such shareholder). “Company Person”: the Relevant Officers, the Material Shareholders and/or any other officers, employees, temporary employees, and independent consultants. 1 Considering the current organizational structure of the Company, in addition to the members of the Board of Directors and Secretary of such Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Director of Investor Relations are considered “Relevant Officers” as well. 1
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III Applicability of Policy This Policy applies to all individuals occupying any position in, or those employed by, the Company and/or its subsidiaries, including the Chief Executive Officer of the Company (the “CEO”), the Relevant Officers, the Material Shareholders and the other Company Persons, who execute or intend to execute, or instruct or intend to instruct the execution of, transactions (including, without limitation, the subscription, acquisition, disposal or transfer by any means), directly or indirectly, involving (1) any kind of securities (including those which are registered in the RNV), such as preferred stock, warrants and convertible debentures, (2) any kind of negotiable instruments representing the securities described in section (1) above (including, without limitation, American Depositary Receipts, American Depositary Shares or similar instruments used in foreign markets, representing the securities described in section (1) above), or (3) any options or derivative financial instruments which have the securities described in sections (1) and (2) above as underlying assets, including securities exchangeable thereinto, whether or not issued by the Company, such as exchange-traded options and/or certificates of deposit, e.g., CEDEARs (such securities, the “Company Securities”, and such transactions therewith, the “Transactions in Company Securities”). The restrictions and prohibitions in this Policy on actions by a Company Person also apply to actions by the spouse and minor children of a Company Person and by adult members of the household of a Company Person, and any entity that a Company Person directly or indirectly influences or controls (“Related Persons”). Each Company Person is responsible for ensuring that such Related Persons or entities do not engage in the activities restricted or prohibited under this Policy. IV. Principles Applicable to Transaction in Company Securities Without prejudice to the provisions of Article 370 of the LMV, all Transactions in Company Securities conducted by Company Persons (whether by themselves or through a third party), shall be carried out pursuant to the following principles: (i) Transparency in the execution of Transactions in Company Securities. (ii) Equal opportunities with respect to other stock market participants in the execution of Transactions in Company Securities. (iii) Protecting the confidence in the stock market. (iv) Compliance with the stock market’s uses (usos bursátiles) and good practices. (v) Absence of conflicts of interest. (vi) Non-possession of Privileged Information (as defined below) related to the securities with which transactions are carried out. III. Reporting Obligations Each Company Person, other than Material Shareholders, shall receive (upon the commencement of its relationship with the Company or any of its subsidiaries) a copy of this Policy and sign an acknowledgement of receipt thereof which shall be kept by the Compliance Office (the “Compliance Office”) and in which such Company Persons shall acknowledge in writing that they know, understand, intend to comply with and bind themselves to, this Policy. 2
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Each Company Person that is a Material Shareholder shall receive a copy of this Policy and sign such acknowledgement at the time it notifies the Company the number of shares it holds pursuant to Article 49 Bis 3 of the Securities Regulation. Each Relevant Officer shall deliver to the Compliance Office within 10 business days following the date at which they were appointed or retained (whichever occurs first) a report describing (1) securities registered with the RNV, (2) negotiable instruments representing the securities referred to in section (1) above, and (3) options or derivatives that have the securities or negotiable instruments referred to in sections (1) and (2) above as underlying assets; in each case, which are owned as of the date of the report by such Relevant Officer, whether directly or through a third party, as well as any intermediation agreement or similar agreement entered into by such Relevant Officers as of such date. All Relevant Officers shall inform the Compliance Office of any intermediation agreement or similar agreement into which they intend to enter into with any Mexican or foreign counterparty, prior to the execution thereof. Each Relevant Officers shall deliver to the Compliance Office, before the 16th day, respectively, of April, July, October and January of each year, an executed report of all Transactions in Company Securities such Relevant Officer has conducted during the immediately preceding calendar quarter. In the event that during the corresponding quarter a Relevant Officer did not conduct any Transaction in Company Securities, such situation shall be indicated in the report. All Relevant Officers shall grant their authorization to the financial intermediary with which they have entered into an intermediation agreement or similar agreement in order for such intermediary to provide the Company with any information related to the Transactions in Company Securities conducted under such agreement. VI. Statement of Policy a. General Prohibition Against Insider Trading No Trading or Tipping on Privileged Information Any Company Person in possession of Privileged Information about the Company shall under no circumstance: (i) buy, sell or otherwise engage in any transactions, directly or indirectly, in any Company Securities, which listing or price may be influenced on the basis of such Privileged Information; (ii) make recommendations with respect to Company Securities, which listing or price may be influenced on the basis of such Privileged Information; (iii) disclose such Privileged Information to any third party, unless the respective transferee is required to access such Privileged Information due to its job, position or commission; or (iv) assist anyone in the above activities. 3
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The above restrictions also apply to transacting in the securities of another company while in possession of Privileged Information relating to such other company, when that information is obtained in the course of employment with, or other services performed on behalf of, the Company or any subsidiary of the Company. Unless otherwise provided for in this Policy and applicable law, transactions that may be necessary or justifiable for independent reasons are not excepted from these restrictions. The securities laws do not recognize mitigating circumstances. In any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct. Privileged Information It is not possible to define all categories of material information, as the ultimate determination of materiality by enforcement authorities will be based on an assessment of all of the facts and circumstances. Information that is not material at one point in time may later become material, and vice versa. In general, information is considered “material” if there is a reasonable likelihood that it would be considered important to an investor in making a decision to buy, hold or sell securities. Any information, action or event, of any nature, that could be expected to influence a company’s securities’ price, whether positive or negative, and whether the change is large or small, constitute a material event (“Material Event”) and so long as such Material Event is not disclosed through the Mexican Stock Exchange and broadly to the marketplace (for example, included in a press release) constitutes “Privileged Information”. It may be difficult under this standard to determine whether particular information, actions or events should be considered Material Events, but there are certain categories that are particularly sensitive and, as a general rule, should always be considered Material Events. Examples of Material Events under the Securities Regulations include the following: (i) In connection with the corporate structure of the Company: (a) Changes in the corporate structure of the Company. (b) Changes in the members of the corporate bodies of the Company or of its Relevant Officers, as well as the reasons that may have motivated such changes. (c) Amendments to the Company’s by-laws. (ii) In connection with the businesses of the Company: (a) The negotiation or execution of material agreements not in the ordinary course of business or the amendment or termination thereof. (b) The execution, breach, resolution or termination of co-operation or joint venture agreements by the Company or the companies controlled by the Company or in which the Company has “Significant Influence” (understood as a position that grants he or she with voting rights of 20% or more over the respective company’s stock capital). 4
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(c) The execution, breach, resolution, amendment or termination of agreements with suppliers, clients or governmental agencies of any level, which are crucial for the fulfilment of the corporate purpose of the Company or the companies controlled by the Company or in which the Company has Significant Influence. (d) The participation in biddings or tenders by the Company or the companies controlled by the Company or in which the Company has Significant Influence, as well as the results thereof. (e) The gain or loss of a substantial customer or supplier by the Company or the companies controlled by the Company or in which the Company has Significant Influence. (f) The announcement, development, creation or cancellation of a business line, product or services by the Company or the companies controlled by the Company or in which the Company has Significant Influence, or any significant defects or modifications thereof. (g) The timing of a new product, service or technology. (h) Significant pricing changes. (i) Impending bankruptcy or financial liquidity problems of the Company or the companies controlled by the Company or in which the Company has Significant Influence. (j) Discovery of resources or the development, acquisition or application of new technology impacting the business of the Company or the companies controlled by the Company or in which the Company has Significant Influence. (k) Incorporation, separation, retirement or exclusion of partners or shareholders who have entered into agreements or who collaborate in the operation related to financial, legal, technological or administrative affairs of the Company or the companies controlled by the Company or in which the Company has Significant Influence. (l) News or negotiation of the disposition or acquisition of significant assets or a subsidiary. (m) Significant cybersecurity incidents. (iii) In connection with the Company Securities: (a) News, negotiation or execution of investment projects, mergers or acquisitions, or any project that involve the acquisition of shares of the Company which, as a result, modify its capital structure and, as the case may be, the capital structure of the companies controlled by the Company or in which the Company has 5
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Significant Influence. This paragraph shall also apply to development, real estate, energy and infrastructure, investment projects and exchange traded trust notes (certificados bursátiles fiduciarios de desarrollo, inmobiliarios, de inversion en energía e infraestructura, o de proyectos de inversion). (b) As the case may, any changes to the Company’s rating as determined by a rating agency. (c) The causes for the acquisition by the Company of the Company’s own shares in atypical or unusual volumes. (d) Any information, actions, facts or events related to public offerings of Company Securities. (e) The offering of Company Securities in national or foreign stock exchanges, as well as any decision to de-list such Company Securities. (f) Stock splits. (iv) In connection with the financial situation of the Company: (a) Financial results. (b) Deviations in the performance of the Company or the companies controlled by the Company or in which the Company has Significant Influence, with respect to the outlook or assumptions previously disclosed. (c) The granting or obtention of loans or financings which represent a significant amount of the aggregated capital of the Company. Additionally, the amount of any loans or financings in which the Company has entered into as of the disclosure of the Company’s last quarterly report, to the extent such amounts represent 5% or more of the total assets, liabilities or aggregated capital of the Company. (d) Relevant changes in strategic assets of the Company. (e) Material impairments, write-offs or restructurings of the most important liabilities of the Company or the companies controlled by the Company or in which the Company has Significant Influence. (f) Changes in dividend policy as well as any loans or financings in favor of the Company that involve restrictions or positive or negative covenants, such as the payment of dividends, or those involving modifications to the capital structure of the Company. (g) Projections of future revenues, earnings or losses. (h) Creation of a material direct or contingent financial obligation. (v) In connection with litigation and amendments to the applicable law: 6
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(a) Significant litigation or regulatory exposure due to actual or threatened litigation, investigation or enforcement activity, or significant developments related thereto. (b) Collective labor issues of the Company or the companies controlled by the Company or in which the Company has Significant Influence. (c) Judicial, administrative or arbitral proceedings which are relevant for the Company or the companies controlled by the Company or in which the Company has Significant Influence, as well as the resolutions thereof. (d) Amendments to laws or regulations that impact the business of the Company or the companies controlled by the Company or in which the Company has Significant Influence. Non-Public Information For purposes of this Policy, Material Events will not be considered publicly disclosed until they have been disclosed broadly to the marketplace (for example, included in a press release) and through the Mexican Stock Exchange and the investing public has had time to absorb the information fully. Information will be considered to be fully absorbed (1) if the information is released prior to 9:30 a.m. U.S. Eastern Time on a “trading day,” by 9:30 a.m. U.S. Eastern Time on the first trading day after the information is released and (2) if the information is released on or after 9:30 a.m. U.S. Eastern Time on a trading day or on a day that is not a trading day, by 9:30 a.m. U.S. Eastern Time on the second trading day after the information is released. A “trading day” is a day on which the Stock Exchange is open for business. If, for example, the Company makes an announcement on Monday at 8:00 a.m. U.S. Eastern Time, the information in the announcement would be considered public starting at 9:30 a.m. U.S. Eastern Time on Tuesday (assuming all relevant days are “trading days”); and if the announcement is made on Monday 9:30 a.m. U.S. Eastern Time, the information in the announcement would be considered public starting at 9:30 a.m. U.S. Eastern Time on Wednesday (assuming all relevant days are “trading days”). b. Special Restrictions and Prohibitions; Blackout Periods and Trading Windows The following transactions present heightened legal risk or the appearance of improper or inappropriate conduct on the part of Company Persons and are restricted or prohibited as follows. The restrictions and prohibitions apply even if the subjects covered are not in possession of Privileged Information. Short Sales Short sales of a security (i.e., the sale of a security that the seller does not own) by their nature reflect an expectation that the value of the security will decline. Short sales can create inappropriate incentives and signal to the market a lack of confidence in the Company’s prospects. Accordingly, no Company Person (other than Material Shareholders) may engage in a short sale of Company Securities. Publicly Traded Options 7
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A put is an option to sell a security at a specific price before a set date, and a call is an option or right to buy a security at a specific price before a set date. Generally, put options are purchased when a person believes the value of a security will fall, and call options are purchased when a person believes the value of a security will rise. A transaction in options is, in effect, a bet on the short-term movement of the Company Securities, and it can give the appearance of trading on the basis of Privileged Information. Transactions in options may also focus a Company Person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, no Company Person (other than Material Shareholders) may engage in a put, call or other derivative security transaction relating to Company Securities on an exchange or other organized market or otherwise. The restriction from the prior sentence does not apply to warrants issued by the Company; for the avoidance of doubt, the other restrictions described in this Policy do apply to warrants issued by the Company. Hedging Transactions Certain forms of hedging or monetization transactions, including zero-cost collars, equity swaps, exchange funds and forward sale contracts, allow a stockholder to lock in part of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the stockholder to continue to own the covered securities, but without the full risks and rewards of ownership. Because participating in these transactions may cause a Company Person to no longer have the same objectives as the Company’s other stockholders, no Company Person (other than Material Shareholders) may engage in such transactions. Margin Accounts and Pledges Securities held in margin accounts as collateral for a margined loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale that occurs at a time when the pledgor is in possession of Privileged Information or otherwise is not permitted to trade in Company Securities would fall under the restrictions in this Policy on trading during such times. Therefore, any person who wishes to pledge Company Securities as collateral for a loan must inform the proposed transaction with the Compliance Office by submitting a request at least one week prior to the proposed execution of documents evidencing the proposed pledge. Restrictions applicable to Share Buybacks Any Company Person that is a member or secretary of the Board of Directors or Material Shareholders, prior to the realization of Transactions in Company Securities, shall inquire with the Company if it has transmitted or intends to transmit purchase or placement orders with respect to shares representing its own capital stock (i.e. transactions with the buyback fund), in which case, such persons shall refrain from transmitting purchase or sale orders, as applicable, unless in the context of public offerings. Since the purpose of the obligation to consult the Company prior to the execution of Transactions is to prevent the Company from defaulting the restriction set forth in the first paragraph of article 366 of the LMV (i.e., that certain persons who are presumed to have privileged information may buy or sell Securities directly to the Company) and considering that, pursuant to article 56 of the LMV, the Company may only buy or sell such Securities through an authorized stock exchange in Mexico, such 8
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inquiry obligations will not be applicable to purchase or sale orders of Securities that take place outside an authorized stock exchange in Mexico (for example, orders to purchase or sell American Depositary Shares (ADSs) on shares representing the capital stock of the Company, which are placed on the New York Stock Exchange), since it is not legally possible for the Company to be on the other side of such transaction. To avoid any doubts, the inquiry obligations will not apply to the execution of Transactions in the context of a trading plan under Rule 10b5-1 of the Exchange Act, as it only operates outside of an authorized stock exchange in Mexico. Blackout Periods The Company has established quarterly blackout periods, and may impose additional, special blackout periods, each as described below. Quarterly Blackout Periods. The publication of the Company’s quarterly financial statements may have a significant impact on the market value of its shares. Therefore, in order to avoid even the appearance of using Privileged Information, a restriction period is established during which the Company Persons may not trade in the Company’s securities, regardless of whether or not they possess Privileged Information at that time. The quarterly blackout period starts on the last day of each quarter and ends at (1) 9:30 a.m. U.S. Eastern Time on the first trading day following the release to the public of the Company’s earnings for the quarter if such release occurs prior to 9:30 a.m. U.S. Eastern Time on a trading day or (2) 9:30 a.m. U.S. Eastern Time on the second trading day following such release if such release occurs on or after 9:30 a.m. U.S. Eastern Time on a trading day or on a day that is not a trading day. Company Persons may not conduct any Transactions in Company Securities during such a quarterly blackout period. Short-swing Period. Company Persons shall not (a) acquire, whether directly or indirectly, any kind of Company Securities, during a 3-month period beginning as of the date on which such Company Person made the last sale of a Company Security; or (b) sell any kind of Company Securities, owned by the respective Company Person, whether directly or indirectly, during a 3-month period beginning as of the date on which such Company Person made the last acquisition of a Company Security. Without prejudice to the other terms of this Policy, the three-month blackout period shall not apply to Transactions in Company Securities which: (i) are carried out by stock market intermediaries, investment funds and insurance and bond companies, on their own behalf; (ii) represent acquisitions or disposals of securities by Company Persons or companies controlled by the Company, acquired in the context of stock purchase plans granted to employees, which have been previously approved at the shareholders’ meeting of the Company and that set forth a general and equivalent treatment for all officers and employees who maintain similar labor conditions; or (iii) are expressly authorized by the CNBV in the event of: 9
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(a) Corporate restructurings such as mergers, spin-offs, acquisitions or sales of assets representing at least 10% of the Company’s assets and sales for the last fiscal year. (b) Public offerings. (c) Pre-emptive rights regarding the subscription of stock shares. (d) Disposals of Company Securities belonging to one particular series in order to acquire Company Securities of a different series with the proceeds derived from such disposal. (e) Procurement of liquidity for emergency expenditures or those derived from acts of God or force majeur. (f) Any other event provided for in the LMV. Special Blackout Periods. Company Persons may not conduct any Transaction with Company Securities from (a) the moment in which they are in possession of Privileged Information and until (b) the second “trading day” after such information has been disclosed broadly to the marketplace (for example, included in a press release) and through the Mexican Stock Exchange. In addition, from time to time the Compliance Office may impose special blackout periods, during which Relevant Officers and other affected persons will be prohibited from engaging in Transactions in Company Securities. In the event of a special blackout period, the Compliance Office will notify the Relevant Officers and other affected persons, who will be prohibited from engaging in any Transaction in Company Securities until further written notice. The imposition of a special blackout period is itself Privileged Information, and the fact that it has been imposed may not be disclosed to others. Modification of a Blackout Period. To the extent permitted by applicable securities law, the Compliance Office may shorten, suspend, terminate or extend any blackout period at such time and for such duration as he or she deems appropriate given the relevant circumstances. Any persons affected by such a modification will be appropriately notified. c. Certain Exceptions The exercise of stock options and/or warrants of the Company, within the framework of long-term incentive programs for personnel or any other program implemented by the Company, will not be subject to the restrictions provided in this Policy. Additional Procedures and Guidelines Transactions under Rule 10b5-1 Plans Implementation of a trading plan under Rule 10b5-1 under the Exchange Act allows a person to place a standing order with a broker to purchase or sell Company securities, so long as the plan specifies the dates, prices and amounts of the planned trades or establishes a formula for those purposes. Trades executed pursuant to a Rule 10b5-1 plan that meets the requirements listed below may generally be executed even though the person who established the plan may be in possession of Privileged Information at the time of the trade. 10
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A trading plan may only be established when a person is not in possession of Privileged Information and when a blackout period is not in effect. Anyone subject to this Policy who wishes to enter into a Rule 10b5-1 plan must submit the trading plan to the Compliance Office for prior, written approval. All Rule 10b5-1 plans must be placed through a broker satisfactory to the Company. Subsequent termination or modifications to any Rule 10b5-1 plan must also be pre-approved by the Compliance Office. Whether or not pre-approval will be granted will depend on all the facts and circumstances at the time, but the following guidelines should be kept in mind: (i) The trading plan must be executed outside of Mexico, apply only to transactions to be conducted in the New York Stock Exchange and provide terms that will not breach the short-swing period, and the relevant Company Person shall represent to the satisfaction of the Company that such plan and its implementation will have no effect in Mexico; (ii) The trading plan must be in writing and entered into only when a blackout period is not in effect and when the individual is not in possession of Privileged Information; (iii) The trading plan must be adopted in good faith and not as part of a plan or scheme to evade the anti-fraud rules under the federal securities laws, and the Company Person must at all times act in good faith with respect to the trading plan; (iv) Any Relevant Officer or Material Shareholder adopting a trading plan must certify in writing, in the terms of the trading plan agreement, that, at the time of the adoption of a trading plan (whether a new plan or due to a Termination Modification, as defined below): (1) they are not aware of Privileged Information about the Company or the Company’s securities; and (2) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5; (v) Any modification to the amount, price or timing of the purchase or sale of securities under a trading plan, as well as any change to an algorithm or computer program affecting such factors shall be deemed to be a termination of the current trading plan and the adoption of a new trading plan for purposes of restarting the Cooling-Off Period (as defined below) (any such modification, a “Termination Modification”); (vi) The first trade made following adoption or Termination Modification of a trading plan of a (A) Relevant Officer or Material Shareholder may take place no sooner than the later of (i) 90 calendar days from adoption or modification and (ii) the second business day after the Company announces its financial results for the quarter in which the trading plan is adopted or amended by a Termination Modification (but in any event, not to exceed 120 days following the trading plan’s adoption or any Termination Modification of such trading plan), or (B) Company Persons other than Relevant Officers and Material Shareholders may take place no sooner than 30 calendar days from the adoption or modification of the plan (collectively, the “Cooling-Off Period”); (vii) The individual may not have more than one trading plan in effect at any given time, except for (i) a single plan entered into with multiple brokers or where a broker is replaced (so long as such replacement does not change the purchase or sale amount, price or date of purchases); (ii) where there is an earlier- and later-commencing plan designed to operate in sequence, such that one commences after termination of the other and incorporates an “effective cooling off period”; (iii) a single “sell-to-cover” 11