THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs") (WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR (2) NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE UNITED STATES.
IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this page, and you are advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANY PERSON IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE LAWS OF OTHER JURISDICTIONS.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA ("EEA") RETAIL INVESTORS - THE NOTES TO WHICH THIS OFFERING MEMORANDUM RELATES (THE "NOTES") ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED, THE "INSURANCE DISTRIBUTION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN REGULATION (EU) 2017/1129 (AS AMENDED, THE "PROSPECTUS REGULATION"). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION. PROHIBITION OF SALES TO UNITED KINGDOM ("UK") RETAIL INVESTORS - THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS NEITHER: (I) A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO. 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA"); NOR (II) A QUALIFIED INVESTOR AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("UK POATRs"). CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPs REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPs REGULATION.THIS OFFERING MEMORANDUM IS NOT A PROSPECTUS FOR THE PURPOSES OF THE UK POATR.
THIS OFFERING MEMORANDUM HAS NOT BEEN APPROVED BY ANY AUTHORIZED PERSON IN THE UK AND IS FOR DISTRIBUTION ONLY TO PERSONS WHO ARE: (I) OUTSIDE THE UK;
(II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FINANCIAL PROMOTION ORDER"); (III) HIGH NET WORTH COMPANIES, AND OTHER PERSONS TO WHOM IT MAY BE LAWFULLY COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER; OR (IV) PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY NOTES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS OFFERING MEMORANDUM IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY, TO WHICH THE OFFERING MEMORANDUM RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE NOTES ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH NOTES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON, WHO IS NOT A RELEVANT PERSON, SHOULD NOT ACT OR RELY ON THIS DOCUMENT OR ANY OF ITS CONTENTS.
THIS OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED IN WHOLE OR IN PART TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view this offering memorandum or make an investment decision with respect to the securities, investors must be either (1) QIBs or (2) non-U.S. persons (within the meaning of Regulation S under the Securities Act) outside the United States. This offering memorandum is being sent at your request and by accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or(b) non-U.S. persons (within the meaning of Regulation S under the Securities Act), and (2) that you consent to delivery of such offering memorandum by electronic transmission.
You are reminded that this offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located, and you may not, nor are you authorized to, deliver this offering memorandum to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the Company in such jurisdiction.
This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission, and consequently neither the initial purchasers, nor any person who controls them nor any of their directors, officers, employees nor any of their agents nor any affiliate of any such person accept any liability or responsibility whatsoever in respect of any difference between this offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the initial purchasers.
OFFERING MEMORANDUM CONFIDENTIAL
EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR S.A.)
(incorporated in the Republic of Argentina)
U.S.$90,000,000 9.75% Senior Notes due 2030 (ISIN: Reg S USP3710FAU86 / 144A US29244AAM45; CUSIP: Reg S P3710F AU8 / 144A 29244A AM4)
We are offering U.S.$90,000,000 aggregate principal amount of our 9.75% Senior Notes due 2030 (the "Notes").
The Notes are being offered as additional debt securities under a third supplemental indenture to a base indenture dated October 24, 2024 (as amended and supplemented from time to time, the "Notes Indenture") among Edenor, as issuer, The Bank of New York Mellon, as trustee (the "Trustee," which term shall include any successor as Trustee under the Notes Indenture) and Banco de Valores S.A., as representative of the Trustee in Argentina, pursuant to which we previously issued U.S.$385,000,000 in aggregate principal amount of 9.75% senior notes due 2030 (the "Initial Notes"). The Notes and the Initial Notes are fungible and will constitute a single series of debt securities, provided that the Notes offered and sold pursuant to Regulation S Notes will have a temporary CUSIP number, ISIN number and Common Code until expiration of the 40-day "distribution compliance period" with respect to the Notes. Upon the issuance of the Notes offered hereby, the outstanding aggregate principal amount of our 9.75% senior notes due 2030 will be U.S.$475,000,000. Holders of the Notes and the Initial Notes will vote as one class of securities under the Notes Indenture. Unless the context otherwise requires, references herein to the "Notes" include the Notes offered hereby and the Initial Notes.
Interest on the Notes offered hereby will be payable semi-annually, in cash, in arrears on April 24 and October 24, of each year commencing on April 24, 2026 until the principal of the Notes is repaid in full. Interest will accrue from October 24, 2025. The maturity date is October 24, 2030 (the "Maturity Date"), and the principal amount of the Notes will be paid in instalments on the following dates and as further described herein: 33.33% on October 24, 2028, 33.33% on October 24, 2029, and the remainder on the Maturity Date. Prior to the Maturity Date, we may at our option, redeem the Notes, in whole or in part, on the terms described under "Description of the Notes-Optional Redemption." In the event of certain developments affecting taxation at any time subsequent to the date of issuance of the Notes, we may redeem the Notes, in whole, but not in part, as described under "Description of the Notes-Redemption for Taxation Reasons."
The Initial Notes constitute and, upon issuance, the Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations and will rank at all times at least pari passu in right of payment with all of our other existing and future unsecured and unsubordinated indebtedness (other than obligations preferred by statute or by operation of law, including, without limitation, tax and labor related claims). The Notes will be subordinated to all of our existing and future secured obligations to the extent of the value of the assets securing such obligations, and to all of the existing and future obligations of our subsidiaries.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 19.
Offering Price: 99.972% plus accrued interest from October 24, 2025.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws and are being offered only:
(1) to qualified institutional buyers under Rule 144A under the Securities Act ("Rule 144A") and (2) outside the United States in compliance with Regulation S under the Securities Act ("Regulation S"). Prospective purchasers that are qualified institutional buyers are hereby notified that the sellers of the Notes may be relying on the exemption from the provisions of section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfer, see "Transfer Restrictions."
The Initial Notes constitute and, upon issuance, the Notes will constitute obligaciones negociables simples no convertibles en acciones under the Argentine Negotiable Obligations Law No. 23,576, as amended by Argentine Law No. 23,962 and the Argentine Productive Financing Law N° 27,440 (the "Negotiable Obligations Law"), will be issued and placed in accordance with such law, Argentine Capital Markets Law No. 26,831 as amended by the Argentine Productive Financing Law N° 27,440 (the "Argentine Capital Markets Law"), the General Resolution No. 622/2013, as amended and supplemented (the "CNV Rules"), issued by the Argentine Securities Commission (the Comisión Nacional de Valores, or "CNV") and any other applicable law and/or regulation, and will be entitled to the benefits set forth therein and subject to the procedural requirements thereof, as well as in the Argentine Capital Markets Law and the applicable resolutions of the CNV. In particular, pursuant to Article 29 of the Negotiable Obligations Law, in the event of a default by us in the payment of any amount due under a Note, the holder of such Note will be entitled to institute summary judicial proceedings (juicio ejecutivo) in the Republic of Argentina ("Argentina") to recover payment of any such amount.
This offering memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.
The Notes will be offered in Argentina by means of an Argentine prospectus (the "Argentine Prospectus") and an Argentine pricing supplement in the Spanish language (the "Argentine Pricing Supplement"), in accordance with CNV Rules containing substantially the same information as this offering memorandum, other than with respect to the description of U.S. securities and tax laws that are relevant to the Notes, but in a different format, under the Program approved by the CNV through Resolution No. 20,503, dated October 23, 2019 and Resolution No. DI-2022-4APN-GE#CNV, dated April 8, 2022, updated on October 12, 2023 and March 20, 2024, extended on September 26, 2024 through Resolution No. DI-2024-72-APN-GE#CNV dated September 24, 2024, and further updated on May 21, 2025 (the "Program") and pursuant to the terms and conditions approved by our Board of Directors' meeting held on January 30, 2026. The CNV authorization means only that the information requirements of the CNV have been satisfied. The CNV has not rendered and will not render any opinion in respect of the accuracy of the information contained in the Argentine Prospectus, in the Argentine Pricing Supplement or in this offering memorandum. The accuracy of all the information contained herein is our responsibility.
The approval to conduct the public offering of the Notes described in this offering memorandum is included within the public offering authorization granted by the CNV under the Program, in accordance with Section 23, Title II, Chapter V, Section IV of the CNV Rules. Neither this offering memorandum nor the Argentine Pricing Supplement have been previously reviewed or approved by the CNV.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission or regulatory authority has approved or disapproved of these Notes or determined if this offering memorandum is accurate or complete. Any representation to the contrary is a criminal offense.
The Company is responsible for the information given in this offering memorandum. The Company hereby declares that to the best of its knowledge, the information contained in this offering memorandum is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make this offering memorandum misleading.
There is currently no public market for the Notes. The Initial Notes are listed on the Luxembourg Stock Exchange ("LuxSE"), admitted to trading on the Euro MTF market, listed and admitted for trading on Bolsas y Mercados Argentinos S.A. ("BYMA") through the Buenos Aires Stock Exchange (the "BCBA") acting in accordance with the authority delegated by BYMA to the BCBA, and admitted to trading on the A3 Mercados S.A. ("A3 Mercados"). We have applied to have the Notes listed and admitted for trading in these same markets. No assurances can be given that such applications will be approved or that such listings will be maintained.
We expect to deliver the Notes offered hereby to purchasers in book-entry form through the facilities of The Depository Trust Company ("DTC") and its direct and indirect participants, including the Euroclear System ("Euroclear") and Clearstream Banking société anonyme ("Clearstream") on or about February 9, 2026 (the "Issue Date").
Global Coordinators and Joint Book-Runners
BofA Securities BTG Pactual UBS Investment BankJoint Book-Runner
Latin SecuritiesThe date of this offering memorandum is February 3, 2026.
TABLE OF CONTENTSPage
ENFORCEMENT OF CIVIL LIABILITIES v
FORWARD-LOOKING STATEMENTS vi
DOCUMENTS INCORPORATED BY REFERENCE viii
PRESENTATION OF FINANCIAL AND THIRD-PARTY INFORMATION x
WHERE YOU CAN FIND MORE INFORMATION xii
SUMMARY 1
SUMMARY OF FINANCIAL AND OTHER INFORMATION 11
RISK FACTORS 19
USE OF PROCEEDS 32
CAPITALIZATION 34
EXCHANGE RATE INFORMATION AND EXCHANGE CONTROLS 35
THE NEW LEGAL ELECTRICITY FRAMEWORK 38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 40
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 51
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 55
DESCRIPTION OF THE NOTES 66
TAXATION 111
PLAN OF DISTRIBUTION 123
CERTAIN ERISA CONSIDERATIONS 133
TRANSFER RESTRICTIONS 134
VALIDITY OF NOTES 139
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 140
We have not, and the initial purchasers have not, authorized anyone to provide you with any other or inconsistent information, and we and the initial purchasers take no responsibility for any other or inconsistent information that anyone else may provide you. We are not, and the initial purchasers are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained, or incorporated by reference, in this offering memorandum is accurate as of any date other than the date of this offering memorandum regardless of the time of delivery of this offering memorandum or any offer or sale of the Notes. Our business, financial condition, results of operations and prospects may have changed since that date.
Unless otherwise noted, in this offering memorandum, we use the terms "Edenor," the "Company," the "Issuer," "we," "us" and "our" generally refer to Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR S.A.) and its consolidated subsidiaries, unless the context requires otherwise or as otherwise indicated. References to "dollars," "U.S. dollars," "U.S. dollar," or "U.S.$" are to the lawful currency of the United States and references to "Pesos," "Peso," "pesos," "peso," or "Ps." are to the lawful currency of Argentina.
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In this offering memorandum, unless otherwise specified or the context otherwise requires, a reference to a law or a provision of a law is a reference to that law or provision as extended, amended or re-enacted.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering of the Notes. We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the Notes offered by this offering memorandum. BofA Securities, Inc., Banco BTG Pactual S.A. - Cayman Branch, UBS Securities LLC and Latin Securities S.A. Agente de Valores. (together, the "Initial Purchasers") will act as initial purchasers with respect to the offering of the Notes offered hereby. We have prepared this offering memorandum solely for use in connection with the proposed offering of the Notes outside of Argentina, and it may only be used for that purpose. This offering memorandum does not constitute an offer to any other person or to the public in general to subscribe for or otherwise acquire the Notes. Distribution of this offering memorandum by you to any person other than those persons retained to advise you is unauthorized, and any disclosure of any of the contents of this offering memorandum without our prior written consent is prohibited.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or distribution of this offering memorandum and the purchase, offer or sale of the Notes, and (2) obtain any required consent, approval or permission for the purchase, offer or sale by you of the Notes under the laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such purchases, offers or sales, and neither we nor the initial purchasers nor their agents have any responsibility therefor. See "Transfer Restrictions" for information concerning some of the transfer restrictions applicable to the Notes.
You acknowledge that:
you have been afforded an opportunity to request from us, and to review, all additional information considered by you to be necessary to verify the accuracy of, or to supplement, the information contained, or incorporated by reference, in this offering memorandum;
you have not relied on the initial purchasers or their agents or any person affiliated with the initial purchasers or their agents in connection with your investigation of the accuracy of such information or your investment decision; and
no person has been authorized to give any information or to make any representation concerning us or the Notes other than those as set forth, or incorporated by reference, in this offering memorandum. If given or made, any such other information or representation should not be relied upon as having been authorized by us, the initial purchasers or their agents.
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