Central Puerto S.A 6-K, filed Jun 29, 2020
Central Puerto S.A. (CEPU)
6-K
2020-06-29
For: 2020-06-29
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on June 29, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 27a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of June, 2020
Commission File Number: 001-38376
Central Puerto S.A.
(Exact name of registrant as specified in its charter)
Port Central S.A.
(Translation of registrant’s name into English)
Avenida Thomas Edison 2701
C1104BAB Buenos Aires
Republic of Argentina
+54 (11) 4317-5000
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
Yes
☐ No ☒
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):
Yes
☐ No ☒
CENTRAL
PUERTO S.A.
TABLE
OF CONTENTS
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Item
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English translation of an excerpt of
the minutes of the meeting of the Board of Directors of Central
Puerto S.A. dated June 24, 2020, submitted to the Argentine
securities regulator (the Comisión Nacional de Valores, or the
CNV) on June 26, 2020
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Central Puerto S.A.
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Date:
June 29, 2020
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By:
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/s/
Leonardo
Marinaro
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Name:
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Leonardo
Marinaro
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Title:
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Attorney-in-Fact
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Exhibit 99.1
Relevant part of the Minutes of Central Puerto S.A.’s Board
of Directors
June 24, 2020
Minutes No. 352: In
the City of Buenos Aires, on June 24, 2020, the Board of Directors
of CENTRAL PUERTO S.A. (the
“Company” or
“CPSA”,
indistinctly) meets, with the presence of Directors Osvaldo RECA,
Marcelo Atilio SUVA, Miguel DODERO, José Luis MOREA, Juan
José SALAS, Diego PETRACCHI, Tomas PERES, Tomas WHITE,
Cristian LOPEZ SAUBIDET, Jorge Eduardo VILLEGAS and Guillermo PONS.
Also present are Messrs. Cesar HALLADJIAN, Eduardo EROSA and Juan
NICHOLSON, members of the Company’s Statutory Audit
Committee, and Mr. Jorge RAUBER, alternate director. Mr. Marinaro
informs that this meeting is held via videoconference, taking into
consideration the dispositions of: 1) the Decree of Necessity and Urgency
No. 297/2020 and further regulations by the Argentine Executive
Branch, which ordered the preventive and mandatory social isolation
policy adopted within the context of the pandemic declared by the
World Health Organization (WHO), the Health Emergency broadened by
Decree No. 260/20 and its amendments, and in view of the evolution
of the epidemic situation related to the CORONAVIRUS –
COVID-19 (the “Preventive and Mandatory Social
Isolation”); 2)
the CNV General Resolution No. 830/20, which established that
during the period in which the free circulation of people is, in
general, prohibited, limited or restricted, issuer entities may
hold remote meetings, and 3)
Section 23 of the Bylaws of CPSA, which establishes that the Board
of Directors is also entitled to hold meetings with its members
communicated by videoconference. Quorum being present to validly
hold the meeting, it commences at 11 am. Then, the (...) second
item on the Agenda is open for discussion: 2) CALL OF A SPECIAL
SHAREHOLDERS’ MEETING. Mr. Osvaldo RECA takes the floor
and asks Mr. Marinaro to present the subject. Mr. Marinaro takes
the floor and informs that the Global Issuance Program of Simple
Corporate Bonds (not convertible into Shares) for up to
US$1,000,000,000 (or a higher or lower amount as approved at the
Shareholders’ Meeting) or its equivalent in other currency
(the “Program”) approved by the
Argentine Securities Commission expires next September 9, 2020.
Regard being had to the foregoing, he expresses that the
Shareholders of the Company should decide on the extension of the
validity term of the Program o to create a new Global Issuance
Program of Simple Corporate Bonds (not convertible into Shares) for
up to US$1,000,000,000 (or a higher or lower amount as approved at
the Shareholders’ Meeting) or its equivalent in other
currency. Regard being had to the foregoing and after an exchange
of ideas regarding the subject, Mr. Reca states: A) To call a Special Shareholders’
Meeting of Central Puerto S.A. to be held as appropriate at Av.
Tomás A. Edison 2701, City of Buenos Aires or remotely as per
the instructions stated below on July 31, 2020 at 11 am to consider
the following Agenda:
1)
Appointment of two Shareholders to sign the minutes.
2)
Consideration of the extension of the validity term of the Global
Issuance Program of Simple Corporate Bonds (not convertible into
Shares) for up to US$1,000,000,000 (or a higher or lower amount as
approved at the Shareholders’ Meeting) or its equivalent in
other currency or the creation of a new Global Issuance Program of
Simple Corporate Bonds (not convertible into Shares) for up to
US$1,000,000,000 (or a higher or lower amount as approved at the
Shareholders’ Meeting) or its equivalent in other currency.
To delegate powers to the Board of Directors. To authorize the
Board of Directors to sub-delegate, and
3)
Authorization to perform the relevant procedures to comply with the
Shareholders’ Meeting decision.
B) To inform Shareholders of the fact that so as to attend
the Shareholders’ Meeting they have to inform their
attendance in accordance with Section 238 of the Argentine Business
Entities Act No. 19550. To such effect: (a) Should the existent restrictions
regarding the Preventive and Mandatory Social Isolation be removed,
to attend the headquarters of the Company on their own behalf or
through proxy any day, except Saturday, Sunday or Holiday from 9
a.m. to 6 p.m., at least 3 (three) days before the
Shareholders’ Meeting. Such term expires on July 27, 2020.
(b) In case the restriction
be kept regarding the general free circulation of persons with a
preventive and/or mandatory and/or sectorized character as a
consequence of the health emergency declared by the Decree of
Necessity and Urgency (“DNU”) No. 297 (Official Gazette
20-3-2020), extended by DNU No. 520/2020, and regulations
eventually issued by the Argentine Executive Power, the
Shareholders’ Meeting will be held via videoconference in
accordance with RG CNV No. 830 under the following conditions,
among others: (i) To guarantee free access to the meetings to all
Shareholders with the right to voice and vote; (ii) the
Shareholders’ Meeting shall meet the necessary quorum for
Special Shareholders’ Meetings and shall decide as the first
item on the Agenda to hold it remotely with the majority needed to
amend the Bylaws, and (iii) to allow for the simultaneous
transmission of sound, images and words during the whole meeting,
as well as its recording in digital format. To such effect, it is
informed that: (1) The
system to be used shall be provided by ZOOM, which can be accessed
through the link to be sent together with the instructions on
Shareholders’ Meeting access and development to the
Shareholders informing their attendance via e-mail in accordance
with the following. (2)
Shareholders shall communicate their attendance to the Meeting with
the instruments required by the law in force via e-mail addressed
to: AsambleaCPSA@centralpuerto.com, no later than 3 (three) working
days before the Shareholders’ Meeting; i.e. until July 27,
2020 inclusive. Unless otherwise stated and to inform the
videoconference link, the email address will be the one used by
each Shareholder to inform their attendance. (3) In case of acting through proxy, the
duly authenticated authorization instrument must be sent to the
Company 5 (five) days before the Shareholders’ Meeting is
held. (4) When entering the
Meeting, the following data of the Shareholder must be given:
complete name or complete corporate name; type and number of ID of
human persons, or registration data of the business entities
stating where they are registered and their jurisdiction; address,
stating its type. Such information shall be also given by the
person attending the Meeting on behalf of a Shareholder.
(5) The signature on the
Shareholders’ Meeting Attendance Record will be coordinated
once the emergency measures in force are removed. (6) When voting, each Shareholder will
be asked about the motions proposed so as to cast his/her vote with
audio and image ensuring its verification at any stage. And
(7) Shareholders covered by
Section 24 of Chapter II, Title II of CNV Regulations, amended by
CNV General Resolution No. 687 dated February 16, 2017 are reminded
that they shall inform the Company about their beneficial owners
with the scope stated in such resolution. Pursuant to the Official
Gazette, it is informed that this legal notice does not imply an
amendment to the By-laws. C)
To appoint any of the Company’s directors and/or Messrs.
José Manuel Pazos, and/or Leonardo Marinaro, and/or Osvaldo
Pollice, and/or Esteban Pérez Monti, and/or Francisco
Cronshey, and/or Paola Ibarra, and/or Christian Rodríguez
Montes, and/or Victoria Casabella Martinez, and/or Mariano
Luchetti, and/or María Agustina Leppen, and/or María
Lucila Winschel, and/or Veronica Apollonio, and/or Jose María
Bazan, and/or Juan Barros Mos, and/or Teodoro Rodriguez Caceres,
and/or Juan Zurano, so that any of them, individually and
indistinctly, communicate this call to Messrs. Shareholders, CNV,
the Buenos Aires Stock Exchange, Bolsas y Mercados Argentinos S.A.,
Mercado Abierto Electrónico S.A. through the usual notices.
After a short debate, and by unanimous vote, the Directors decide
to approve all motions. (...) There being no further business to
transact, the meeting is adjourned at 11:50 a.m.
_____________________________________
Leonardo
Marinaro
Head of
Market Relations
Central Puerto S.A.