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Investor Presentation July 2017 | Confidential Disclaimer Investor Presentation July 2017 | Confidential Disclaimer Confidentiality and Disclosures This presentation is strictly confidential, has not been independently verified and is being furnished to you solely for your information. It may not be reproduced or redistributed to any other person, and it may not be published, in whole or in part, for any purpose. By receiving this presentation, you become bound by the confidentiality obligation referred to above. Failure to comply with such confidentiality obligation may result in civil, administrative or criminal liability. The distribution of this presentation in other jurisdictions may also be restricted by law, and persons into whose possession this presentation comes should inform themselves about and observe any such restrictions. This presentation does not constitute or form part of any offer for sale or solicitation of any offer to buy any securities in the United States or elsewhere nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment to purchase shares, nor is it an invitation to carry out investment activities, nor does it constitute the basis, in whole or in part, for the execution of any agreement or commitment of any kind. Specifically, this presentation does not constitute a placement prospectus (prospecto de colocación) or equivalent document, and the information contained herein is general in nature and is distributed for information purposes only. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Act”). Vista Oil & Gas, S.A.B. de C.V., a sociedad anónima bursátil organized under the laws of Mexico (the “Company” or “Vista”), has not and does not intend to register any securities under the Act or offer any securities to the public in the United States. Any decision to purchase shares in any offering should be made solely on the basis of the information contained in the Mexican prospectus (prospecto de colocación) to be registered with the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) or any offering circular published in due course in relation to any such offering. No reliance may be placed for any purpose whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given or will be given by or on behalf of the Company, either of the Joint Global Coordinators and Bookrunners or any of their respective affiliates or agents, or any of such persons’ directors, officers, employees or advisors or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this document, and any reliance you place on them will be at your sole risk. In addition, no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, any of the Joint Global Coordinators and Bookrunners, or any other person in relation to such information or opinions or any other matter in connection with this document or its contents or otherwise arising in connection therewith. By attending this presentation or by agreeing to view any of the materials presented, you agree to be bound by the foregoing limitations. Neither the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), the U.S. Securities and Exchange Comission nor any other authority has approved or disapproved the contents of this presentation, or the adequacy or truthfulness of the information contained herein. This presentation contains and related discussion may contain “forward-looking statements”. All statements contained in this presentation and related discussion other than statements of historical facts are forward- looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. You can identify forward- looking statements by the use of words such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “intend,” “future,” “potential,” “suggest,” “target,” “forecast,” “continue,” and other similar expressions. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs, estimates and projections, and various assumptions, many of which are inherently uncertain and beyond our control. Such expectations, beliefs, estimates and projections are expressed in good faith and management believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. Forward-looking statements speak only as of the date the statements are made. Riverstone assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws. Certain information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. Forward-looking statements in this presentation may include, for example, hypothetical statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses; the ability of our officers and directors to generate a number of potential acquisition opportunities; our public securities’ potential liquidity and trading; the availability of a market for our securities; the use of proceeds not held in the escrow account or available to us from interest income on the escrow account balance; or our financial performance following this offering. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements. This presentation is not intended to constitute, and should not be construed as investment advice. Many statements and the case studies contained herein relate to Riverstone or certain of its affiliated funds. An investment in Vista Oil & Gas S.A.B. de C.V. is not an investment in Riverstone or any such fund. The historical results of Riverstone or its funds are not necessarily indicative of future performance of Vista Oil & Gas S.A.B. de C.V. 1 Vista Investment Platform A vehicle custom-built to seize LatAm E&P opportunities Riverstone Miguel Galuccio ■ Leading global energy-focused private equity firm with ■ Tripled YPF S.A.’s (“YPF”) market cap under his one of the largest portfolio footprints in the world leadership, reaching US$15,000mm(1) − More than US$35,000mm of committed capital to ■ YPF raised over US$8bn from international and local more than 130 transactions capital markets under his leadership, with 30 new ■ Extensive investment and operating expertise in energy issuances below Argentina’s sovereign yield developed over multiple commodity price cycles ■ More than 17-year track record of optimizing high-quality ■ Executed over 20 M&A transactions at YPF with businesses and leading management teams industry leaders such as Apache, Chevron, Petronas, ■ One of the most active energy funds in Mexico since the and Dow, for total deal value over US$4,000mm Energy Reform ■ Led the creation of Schlumberger Production − Six operating companies in the portfolio Management (“SPM”), which is currently an important − CKD issuance of Ps$12,500mm to invest in growth segment for Schlumberger Limited (“SLB”) conventional energy globally, having reached production of 235 Mboe/d ■ One of the most experienced energy funds in US listed ■ Brings along seasoned management team, with proven acquisition companies (“SPAC”) track record working together − 2 issuances for a total of US$1,500mm Vista – LatAm focused listed acquisition company A well-suited capital structure to execute the business plan with access to capital Operating experience of a seasoned exploration and production (“E&P”) CEO combined with the investment expertise of one of the world’s largest energy-focused private equity firms to take advantage of a distinct window of opportunity to acquire and develop assets in the LatAm oil and gas sector with greater flexibility and access to capital than a traditional investment
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