We acted as legal counsel to the dealer managers and placement agents in Grupo Albanesi’s Exchange Offer and Consent Solicitation and a new International issuance of Senior secured Notes for US$ 353,963,822

Tavarone, Rovelli, Salim & Miani advised Grupo Albanesi on the issuance of its Class XXXIX Notes for an aggregate principal amount of US$353,963,822, where Generación Mediterránea S.A. (“GEMSA”) and Central Térmica Roca S.A. (“CTR,” and together, the “Issuers”) acted as issuers, and Albanesi Energía S.A. (“AESA”) acted as guarantor. Bruchou & Funes de Rioja advised the international and local dealer managers and placement agents.

The transaction consisted of a liability management operation, which included: (a) an exchange offer of the Senior Notes Series X due in 2027, and the Senior Secures Notes Series XXII and XXXI due in 2026 and 2027, respectively (collectively, the “Existing Notes”), which were voluntarily tendered in exchange for Senior Notes Series XXXIX for an aggregate principal amount of US$268,674,033 (the “Exchange Offer and Consent Solicitation”), and a consent solicitation to the holders of the Existing Notes; and (b) the issuance of Senior Notes Series XXXIX for an additional aggregate principal amount of US$141,000,000 (the “New Issue”), the proceeds of which were used by the Issuers to redeem the Senior Secures Notes Series XXII and XXXI not tendered in the Exchange Offer and Consent Solicitation.

The Exchange Offer and Consent Solicitation was launched on October 9, 2024, and closed on November 8, 2024, while the New Issuance was launched on October 10, 2024.

The issuance of the Senior Notes Series XXXIX took place on October 30, 2024, for an aggregate principal amount of US$350,258,606, and on November 8, 2024, for an aggregate principal amount of US$3,705,216.

Additionally, the Issuers obtained the consent of the holders of the Senior Notes Series X due in 2027 to eliminate certain covenants and events of default. The redemption of the Senior Secures Notes Series XXII and XXXI occurred on November 13, 2024.

The Senior Notes Series XXXIX Notes were issued at a fixed annual interest rate of 11.00%, at a price of 98.556%, maturing on November 1, 2031. The issuance was carried out the Issuers’ Global Notes Program for an aggregate principal amount of up to US$1,000,000,000 (or its equivalent in other currencies or units of measure) (the “Issuers’ Program”) and are initially secured by a fiduciary assignment of receivables, first-priority registered pledges, and a pledge of AESA’s shares.

Simultaneously, to comply with certain commitments under the Issuers’ Series XXXV, XXXVI, XXXVII, and XXXVIII Notes, and AESA’s Series XV, XVI, XVII, and XVIII Notes, the Issuers offered to the holders of these notes the Series XL and XLI Notes issued by the Issuers, and the Series XIX and XX Notes issued by AESA. These notes have the same maturity terms and interest rate as the Senior Notes Series XXXIX and are secured by the same fiduciary assignment of receivables and first-priority registered pledges. The Series XL and XLI Notes were issued by the Issuers for an aggregate principal amount of US$17,086,392 under the Issuer’s Program. The Series XIX and XX Notes were issued by AESA for an aggregate principal amount of US$12,077,185 under its Global Notes Program for an aggregate principal amount of up to US$250,000,000 (or its equivalent in other currencies or units of measure).

In the issuance of the Senior Notes Series XXXIX, The Bank of New York Mellon acted as trustee, paying agent, registrar, and transfer agent; TMF Trust Company (Argentina) S.A. acted as Argentine collateral agent and trustee; Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Santander US Capital Markets LLC acted as international arrangers and placement agents; BCP Securities Inc. and Latin Securities S.A. Agente de Valores acted as international placement agents; Balanz Capital Valores S.A.U. acted as co-arranger; and Balanz Capital Valores S.A.U., Latin Securities S.A., Banco Santander Argentina S.A., Banco de Servicios y Transacciones S.A., Puente Hnos. S.A., SBS Trading S.A., Allaria S.A., Invertironline S.A.U., Invertir en Bolsa S.A., Bull Market Brokers S.A., Inviu S.A.U., Banco de la Provincia de Buenos Aires, Neix S.A., Adcap Securities Argentina S.A., PP Inversiones S.A., and Cocos Capital S.A. acted as local information agents and placement agents.

Legal Counsel to the Dealer Managers and Placement Agents

Bruchou & Funes de Rioja acted as local legal counsel to the local and international dealer managers and placement agents through a Banking & Capital Markets team led by partner José María Bazán, and associates Leandro Exequiel Belusci, Juan Rosatto, Quimey Lia Waisten, and Lucía De Luca.

Gibson, Dunn & Crutcher LLP acted asNew York legal counsel to the international dealer managers and placement agents through a team led by partners Tomer Pinkusiewicz and Anita Girdhari, Of Counsel Rodrigo Surcan, and associates Jorge Saldana, Paul Rafla, and Amaranta Chuquihuara.

Legal Counsel to Grupo Albanesi

Tavarone, Rovelli, Salim & Miani acted as local legal counsel to the Issuers and AESA through a team led by partners Francisco Molina Portela and Marcelo Tavarone, and associates Ximena Sumaria, Agustín Ponti, Eduardo Cano, María Clara Pancotto, and Nicolás De Palma.

Skadden, Arps, Slate, Meagher & Flom LLP acted as New York legal counsel to the Issuers and AESA, with a team led by partner Alejandro González Lazzeri, and associates Alejandro Ascencio, Mónica Pérez-Banuet Farell, Rodrigo Carmona, and Gabriel Nicolás Borgogno Córdoba.

Additionally, the Issuers and AESA were advised by María Mercedes Cabello, their in-house legal counsel.

Legal Counsel to the Trustee, Paying Agent, Registrar, and Transfer Agent

Jones Walker LLP acted as New York legal counsel to The Bank of New York Mellon, led by partner Wish Ziegler.

Legal Counsel to the Argentine Collateral Agent and Trustee

TMF Trust Company (Argentina) S.A. was advised by Leonardo Pirolo, their in-house legal counsel.