Central Puerto S.A 6-K, filed Mar 19, 2021
Central Puerto S.A. (CEPU)
6-K
2021-03-19
For: 2021-03-19
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on March 19, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March,
2021
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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1.
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English
translation of a notice submitted to the Argentine securities
regulator (the Comisión
Nacional de Valores, or the CNV) dated March 19,
2021
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CENTRAL PUERTO S.A.
CALL
TAX-ID:
33-65030549-9
The
Annual General Meeting of Shareholders and a Special
Shareholders’ Meeting of Central Puerto S.A. (hereinafter,
the “Company”) is hereby
originally called for April 30, 2021 at 11 a.m., being the meeting
on second call on the same day at 12 p.m. should the first call
fail so as to consider the competence items of the
Shareholders’ Meeting, which will be held remotely as
described below and to consider the following:
Agenda
2.
Appointment of two
shareholders to sign the minutes.
3.
Consideration of
the Annual Report and its exhibit, the Consolidated Statement of
Income, the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Consolidated
Statement of Changes in Equity, the Consolidated Statement of Cash
Flow, the Notes to the Consolidated Financial Statements and
Exhibits, the Separate Statement of Income, the Separate Statement
of Comprehensive Income, the Separate Statement of Financial
Position, the Separate Statement of Changes in Equity, the Separate
Statement of Cash Flow, Notes to the Separate Financial Statements,
Brief, Auditor Report, and Statutory Auditing Committee Report, all
of them for the period ended December 31, 2020.
4.
Consideration of
the income (loss) for the period and the Board of
Director’s proposal that consists on assigning:
a)
the amount
of ARS 344,596 to the statutory reserve; and
b)
the amount
of ARS 6,547,325 from remaining balance of the income for the
period to the increase of the Optional Reserve under Article 70 of
the Business Entity Act (Law no. 19550), which can be destined to
the following: (i) the investment
projects that are already committed and/or (ii) future investments
to be made by the Company and/or Subsidiaries related to the new
asset acquisition projects of approved by the Board of Directors
and/or (iii) to the payment of dividends according to the evolution
of the financial condition of the Company and pursuant to the
Company’s Dividends Distribution Policy in force.
Consideration and approval of payment of the Profit-Sharing Bond
stated by Sections 12 and 33 of the Bylaws.
5.
Consideration of
the Board of Directors performance during the period ended December
31, 2020.
6.
Consideration of
the Statutory Audit Committee performance during the period ended
December 31, 2020.
7.
Consideration of
the remuneration of the Company’s Board of Directors for the
period ended December 31, 2020 within the limit of profits in
accordance with article 261 of Law no. 19550 and CNV Regulations.
Consideration of the advanced payment of fees to the Board of
Directors for the period closing next December 31,
2021.
8.
Consideration of
the remuneration of the members of the Statutory Audit Committee
for the period ended December 31, 2020; and the fee scheme for the
period closing next December 31, 2021.
9.
Fixing of the
number of Deputy Directors and appointment of Directors and Deputy
Directors. Continuity of the current Chairman until the appointment
by the Board of Directors of the Company.
10.
Appointment of the
Statutory Audit Committee members and deputy members for the period
closing next December 31, 2021.
11.
Consideration of
the remuneration of the external accountant of the Company
regarding the annual accounting documents for the period
2020.
12.
Appointment of the
external accountant and of the deputy external accountant for the
period closing next December 31, 2021 and the fixing of its
remuneration.
13.
Approval of the
Annual Budget for the functioning of the Audit
Committee.
14.
Consideration of the amendment of Section 14 of the Bylaws
referring to Shareholders’ Meeting so as to include the
possibility of them being held remotely.
15.
Granting of
authorizations.
Notes: Shareholders are
reminded of the fact that so as to attend the Shareholders’
Meeting they have to submit the book-entry shares certificate
issued by Caja de Valores S.A. before the Company until April 26,
2021 as described on point (2) of this Note. In the case of shares
deposited in constituent accounts, holders of such shares will have
to require such certificate before the corresponding depositor.
Being the Social, Preventive and Mandatory Distancing in force as a
consequence of the health emergency declared by the Decree of
Necessity and Urgency (“DNU”) No. 168 (Official
Gazette 12-3-2021), the Shareholders’ Meeting will be held
remotely via videoconference in accordance with RG CNV No. 830/2020
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 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 the following e-mail address: AsambleaCPSA@centralpuerto.com, no
later than 3 (three) working days before the Shareholders’
Meeting; i.e. until April 26, 2021 inclusive. Unless stated
otherwise 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 (i.e. until April 22, 2021
inclusive). (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 promptly
coordinated. (6) When
voting, each Shareholders 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) The documents to be treated are
available on CNV website (Financial Information Highway), and
(8) 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. It is clarified that
items 1 and 14 of the Agenda shall be considered by the Special
Shareholders’ Meeting. Osvaldo Reca is the Chairman of the
Company as per the Board of Directors’ Meeting held on May
27, 2020.
Osvaldo
Reca
Chairman
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:
March 19, 2021
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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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