Transactions

MSU Green Energy reopens its Class 4 Senior Secured Notes with a US$130,000,000 Additional Issuance in the International Market

Our team advised Santander US Capital Markets LLC, in its capacity as international initial purchaser, and Banco Santander Argentina S.A., in its capacity as local placement agent, in connection with the reopening of the Class 4 Senior Secured Notes issued by MSU Green Energy S.A. (“MSU Green Energy” or the “Issuer”, as applicable), through the issuance of additional Class 4 Notes in an aggregate principal amount of US$130,000,000 (the “Additional Class 4 Notes” or the “Notes”, as applicable), which constitute a single class with, and are fungible with, the Class 4 Notes originally issued in an aggregate principal amount of US$400,000,000 (the “Original Class 4 Notes” and, together with the Additional Class 4 Notes, the “Class 4 Notes”).

The Additional Class 4 Notes are denominated and payable in U.S. dollars outside Argentina, bear interest at a fixed rate of 9.750% per annum and mature on June 16, 2036. The principal amount will be amortized in three annual installments equal to 33%, 33% and 34% of the principal amount of the Class 4 Notes, payable in 2034, 2035 and 2036, respectively.

The transaction consisted of an international offering to qualified institutional buyers in the United States pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended, and to investors outside the United States pursuant to Regulation S, complemented by a primary public offering in Argentina exclusively to qualified investors under the rules of the Comisión Nacional de Valores (the “CNV”), while secondary trading of the Notes in Argentina may be conducted with the general public in accordance with the CNV Rules.

The Notes were offered through an internationally recognized book-building process led by Santander US Capital Markets LLC, in accordance with the offering documentation. Pricing of the Notes took place on August 6, 2026, and the issue and settlement date was August 10, 2026.

In addition, DEG – Deutsche Investitions- und Entwicklungsgesellschaft mbH, a wholly owned subsidiary of KfW Germany, and Development Finance Institute Canada (DFIC) Inc. (FinDev) participated in the transaction as Development Finance Institutions (“DFIs”). Both institutions entered into separate investment agreements with the Issuer and confirmed their intention to acquire, collectively, between US$40,000,000 and US$50,000,000 in aggregate principal amount of the Notes, subject to the final allocation determined by the Issuer.

The Additional Class 4 Notes are secured, on a pari passu and pro rata basis, by the same collateral package granted in favor of the holders of the Original Class 4 Notes. Such collateral package includes a security assignment in trust over certain receivables and revenues arising from the Issuer’s power purchase agreements, granted in favor of TMF Trust Company (Argentina) S.A., in its capacity as collateral trustee, as well as additional security interests over certain receivables of Chocón Hidroeléctrica Argentina S.A. and future Restricted Subsidiaries, in each case in accordance with the terms of the offering documentation.

The Class 4 Notes also qualify as Green Bonds and were issued under MSU Green Energy’s Green Financing Framework, which is aligned with the Green Bond Principles of the International Capital Market Association (ICMA), the applicable CNV guidelines and the guidelines of Bolsas y Mercados Argentinos S.A. (BYMA). In this context, Sustainable Fitch issued a Second-Party Opinion concluding that such framework demonstrates “Excellent” alignment with the applicable international standards, supporting the eligibility of the Class 4 Notes as Green Bonds.

Citibank, N.A. acted as trustee, registrar, paying agent and transfer agent for the Notes; TMF Trust Company (Argentina) S.A. acted as collateral trustee; and the Branch of Citibank, N.A. established in the Republic of Argentina acted as representative of the International Trustee.

This reopening represents an expansion of the financing obtained by MSU Green Energy in the international capital markets and further strengthens the company’s access to international sources of financing for the development of its energy projects, including projects aligned with sustainability criteria.

Our Firm's team was led by partner Francisco Molina Portela, together with associates Juan Carenzo, Juan Pablo Reinoso and Melina Dirakis. We also advised TMF Trust Company (Argentina) S.A., in its capacity as collateral trustee, through partner Julieta De Ruggiero and associate Agustina Culetto.

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Legal Advice in the Issuance by Central Puerto S.A. of Series E Notes for US$98,897,303

Counsel to Balanz Capital Valores S.A.U., Banco de Galicia y Buenos Aires S.A., Allaria S.A., Banco BBVA Argentina S.A., Banco Santander Argentina S.A., Cocos Capital S.A., SBS Trading S.A., one618 Financial Services S.A.U., Max Capital S.A., Banco de Valores S.A. and Les Cinq Capital S.A., as placement agents, in connection with the issuance by Central Puerto S.A. of US$98,897,303 Series E notes, denominated and payable in U.S. dollars at a 5.50% fixed annual nominal interest rate (the “Notes”). The Notes were issued on July 27, 2026 under the global program of simple notes (not convertible into shares) for up to US$1,000,000,000 (one billion United States Dollars) (or its equivalent in other currencies and/or units of value or measurement) and are due on July 27, 2029.

Legal advice was provided by partner Francisco Molina Portela and associates Juan Cruz Carenzo, Bárbara Valente and Agustina Culetto.

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Petroquímica Comodoro Rivadavia S.A. and Luz de Tres Picos S.A. Place US$400,000,000 Notes in the International Markets

Our team advised BBVA Securities Inc., Itau BBA USA Securities Inc., Santander US Capital Markets LLC and Balanz Capital UK LLP, as international initial purchasers (the “International Initial Purchasers”); Galicia Capital US, LLC, as international sales agent (the “International Sales Agent”); and Allaria S.A., Balanz Capital Valores S.A.U., Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A. and Industrial and Commercial Bank of China (Argentina) S.A.U., as local placement agents (the “Local Placement Agents”), in connection with the co-issuance by Petroquímica Comodoro Rivadavia S.A. (“PCR”) and Luz de Tres Picos S.A. (“LDTP”) of their Class 1 Notes, for an aggregate principal amount of US$400,000,000 (the “Notes”).

The transaction marks a milestone for the Argentine capital market as it is the first co-issuance of notes completed under the new simplified public offering regime established by General Resolution No. 1095/2025 of the Argentine Securities Commission (Comisión Nacional de Valores), which comprehensively modernized the regime applicable to issuers and allows the joint and several issuance of notes by up to five affiliated issuers under the same program. PCR and LDTP thus became the first companies in the Argentine market to rely on this new framework.

The Notes are denominated and payable in U.S. dollars abroad, bear interest at a fixed rate of 8.500% per annum and mature on July 28, 2034. Principal will be amortized in three annual installments equal to 33%, 33% and 34% of the original principal amount issued, payable in 2032, 2033 and 2034, respectively.

The transaction consisted of an international offering to qualified institutional buyers in the United States of America pursuant to Rule 144A under the Securities Act of 1933, and to investors outside the United States pursuant to Regulation S, together with a public offering in Argentina under the regulations of the Argentine Securities Commission.

The Notes were placed through a book-building process conducted by the International Initial Purchasers in accordance with the terms of the offering documents. The pricing of the Class 1 Notes took place on July 22, 2026, and the issue and settlement date was July 28, 2026.

Legal advice was provided by partners Marcelo R. Tavarone and Francisco Molina Portela and associates Juan Cruz Carenzo, Azul Namesny, Bárbara Valente, Melina Dirakis and Francisco Lemesoff.

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Legal Advice in the Issuance of Banco de Servicios y Transacciones S.A.U.’s Series XXIX and XXX Notes

Legal counsel to Banco de Servicios y Transacciones S.A.U., Invertironline S.A.U., Provincia Bursátil S.A., Banco Patagonia S.A., ST Securities S.A.U., Macro Securities S.A.U., SBS Trading S.A., Buenos Aires Valores S.A., Allaria S.A., Schweber Securities S.A., and Nuevo Chaco Bursátil S.A., as placement agents, in connection with the issuance by Banco de Servicios y Transacciones S.A.U., dated July 15, 2026, of its Series XXIX Notes, denominated and payable in U.S. Dollars in Argentina, bearing interest at a fixed annual nominal rate of 5.00%, due July 19, 2027, in an aggregate principal amount of US$20,518,672, and its Series XXX Notes, denominated in UVA, bearing interest at a fixed annual nominal rate of 6.00%, due July 15, 2028, in an aggregate principal amount of UVA 4,191,519 (equivalent to approximately US$5,700,000), issued under its Global Program for the Issuance of Simple Notes (Non-Convertible into Shares) for up to US$100,000,000 (or its equivalent in other currencies or units of value).

Banco de Servicios y Transacciones S.A.U., Invertironline S.A.U., Provincia Bursátil S.A., Banco Patagonia S.A., ST Securities S.A.U., Macro Securities S.A.U., SBS Trading S.A., Buenos Aires Valores S.A., Allaria S.A., Schweber Securities S.A. and Nuevo Chaco Bursátil S.A. acted as placement agents.

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Inversora Juramento S.A.’s Series VII Notes for US$ 30,000,000

Legal counsel to Inversora Juramento S.A. in the issuance of 6.35% Series VII Notes for US$ 30,000,000, due June 25, 2028. The Series VII Notes were issued on June 25, 2026 under the Global Notes Program for an amount of up to US$100,000,000.

Macro Securities S.A.U. acted as arranger, settlement agent and placement agent, and Banco de Galicia y Buenos Aires S.A., Banco Patagonia S.A., Balanz Capital Valores S.A.U., Banco C.M.F S.A., Banco de la Provincia de Buenos Aires y Banco Santander Argentina S.A. acted as placement agents.

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Legal Advice in the Issuance of MSU Green Energy Places US$400,000,000 Guaranteed Notes in the International Capital Markets

Our teams advised J.P. Morgan Securities LLC, Santander US Capital Markets LLC and BBVA Securities Inc., as international initial purchasers, and Balanz Capital Valores S.A.U., Bull Market Brokers S.A., Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A., Cucchiara y Cía. S.A. and Industrial and Commercial Bank of China (Argentina) S.A.U., as local placement agents, and TMF Trust Company (Argentina) S.A., as trustee, in connection with the issuance by MSU Green Energy S.A. of its Class 4 Guaranteed Notes, for an aggregate principal amount of US$400,000,000.

The Notes are denominated and payable in U.S. dollars abroad, bear interest at a fixed rate of 9.750% per annum and mature on June 16, 2036. Principal will be amortized in three annual installments equal to 33%, 33% and 34% of the original principal amount issued, payable in 2034, 2035 and 2036, respectively.

The transaction consisted of an international offering to qualified institutional buyers in the United States of America pursuant to Rule 144A under the Securities Act of 1933, and to investors outside the United States pursuant to Regulation S, together with a public offering in Argentina under the regulations of the Argentine Securities Commission.

The Notes were placed through a book-building process conducted by the international initial purchasers in accordance with the terms of the offering documents. The pricing of the Notes took place on June 8, 2026, and the issue and settlement date was June 16, 2026.

The Notes are secured by a fiduciary assignment for guarantee purposes created in favor of TMF Trust Company (Argentina) S.A., as trustee, over certain collection rights and revenues arising from the issuer’s power purchase agreements. The structure also contemplates the incorporation of additional assets and rights, including certain collection rights of Chocón Hidroeléctrica Argentina S.A. and future restricted subsidiaries, in accordance with the terms of the offering documents.

The Notes qualify as Green Bonds and were issued under MSU Green Energy’s Green Financing Framework, which is aligned with the Green Bond Principles of the International Capital Market Association (ICMA), the guidelines of the Argentine Securities Commission and the guidelines of Bolsas y Mercados Argentinos S.A. (BYMA). In this context, Sustainable Fitch issued a Second-Party Opinion concluding that the framework presents an “Excellent” alignment with the applicable international standards, supporting the eligibility of the Notes as Green Bonds.

Citibank, N.A. acted as trustee, registrar, paying agent and transfer agent for the Notes; TMF Trust Company (Argentina) S.A. acted as collateral trustee; and the Branch of Citibank, N.A. established in the Republic of Argentina acted as co-registrar, paying agent in Argentina, transfer agent in Argentina and representative of the trustee in Argentina.

This transaction reaffirms MSU Green Energy’s access to the international capital markets and represents a new milestone for the financing of Argentine energy projects through instruments aligned with sustainability criteria.

ternacionales de capitales y representa un nuevo hito para el financiamiento de proyectos energéticos argentinos mediante instrumentos alineados con criterios de sostenibilidad.

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