aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Date, does not exceed the Offer Cap, there will be no proration with
respect to such Old Notes.
The New Notes will be issued as Additional New Notes (as defined in the Exchange Offer
Memorandum) under the Indenture (as defined in the Exchange Offer Memorandum) pursuant to which the Company issued the New Money Notes on September 11, 2024, as supplemented by a first supplemental indenture dated as of September 20, 2024
and a second supplemental indenture to be dated as of October 7, 2024. The New Notes will constitute a single series with, be assigned the same CUSIP and ISIN numbers as, and have the same terms and conditions as the New Money Notes.
Notwithstanding the foregoing, the New Notes offered and sold in reliance on Regulation S will be issued and maintained under temporary ISIN, CUSIP and Common Code numbers during a 40-day distribution
compliance period commencing on the date of issuance of the New Notes. After such 40-day distribution compliance period, the New Notes offered and sold in reliance on Regulation S will share the same ISIN and
CUSIP numbers as, and will be fungible with, the New Money Notes offered and sold in reliance on Regulation S.
On the
terms and subject to the conditions set forth in the Exchange Offer Memorandum, YPF will issue U.S.$461,700 aggregate principal amount of New Notes as exchange consideration for Old Notes validly tendered after the Early Participation Date and on or
prior to the Expiration Date and accepted for exchange. Considering the aggregate principal amount of New Money Notes outstanding prior to the Final Settlement Date, the aggregate principal amount outstanding of 8.750% Senior Notes due 2031 after
the Final Settlement Date is expected to be U.S.$540,649,400, considering both the New Notes and the New Money Notes in the aggregate.
The settlement of the Exchange Offer for Old Notes tendered after the Early Participation Date and on or prior to the
Expiration Date on the Final Settlement Date is subject to the satisfaction of the Tax Fungibility Condition, as set forth in the Exchange Offer Memorandum.
The New Money Notes and, if and when issued, the New Notes will not be registered under the Securities Act, or any state
securities law or the securities laws of any other jurisdiction. Therefore, the New Notes and the New Money Notes may not be offered or sold in the United States or to any U.S. persons absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and any applicable state securities laws.
Subject to applicable law and the requirements of the Luxembourg Stock Exchange on which the Old Notes are listed, the
Exchange Offer may be amended, extended or, upon failure of a condition to be satisfied or waived prior to the Settlement Date, as the case may be, terminated. Although we have no present plans or arrangements to do so, we reserve the right to
amend, at any time, the terms of the Exchange Offer in accordance with applicable law. We will give Eligible Holders notice of any amendments. If the Company terminates, withdraws or otherwise does not consummate the Exchange Offer, the Old Notes
tendered pursuant to the Exchange Offer will be promptly returned to the Eligible Holder thereof without compensation or cost to such Eligible Holder, and will remain outstanding.
The complete terms and conditions of the Exchange Offer are described in the Exchange Offer Memorandum, copies of which may be
obtained from Morrow Sodali International LLC, trading as Sodali & Co, the information and exchange agent for the Exchange Offer by telephone at +1 203 658 9457 (Stamford) or +44 20 4513 6933 (London), in writing at 333 Ludlow Street, South
Tower, 5th Floor Stamford, CT 06902, United States, by email to YPF@investor.sodali.com, or are available for download via the website https://projects.sodali.com/YPFexchange.
YPF has engaged BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander US Capital
Markets LLC to act as the dealer managers (the Dealer Managers) and Balanz Capital Valores S.A.U., Banco Santander Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U., as local dealer managers (the Local Dealer
Managers) in connection with the Exchange Offer. Questions regarding the terms of the Exchange Offer may be directed to BofA Securities, Inc. by telephone at +1 (888) 292 0070 (U.S. toll free) or +1 (646)
855-8988 (collect), Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106
(collect), J.P. Morgan Securities LLC by telephone at +1 (866) 846-2874 (U.S. toll free) or + (212) 834-7279 (collect) and Santander US Capital Markets LLC by telephone
at +1 (855) 404 3636 (U.S. toll free) or +1 (212) 940 1442 (collect).
●Important Notice
●This announcement is not an offer of securities for sale in the United States, and none of the New Notes has been or
will be registered under the Securities Act or any state securities law. They may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not
subject to the registration requirements of the Securities Act. This announcement does not constitute an offer of the New Notes for sale, or