UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to __________________.
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report __________________.
Commission file number
(Exact name of Registrant as specified in its charter)
Port Central S.A.
(Translation of Registrant’s name into English)
Republic of
(Jurisdiction of incorporation or organization)
Republic of
(Address of principal executive offices)
Republic of
Facsimile: +
Email:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| * | Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New York Stock Exchange. |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
| Title of each class | Outstanding at December 31, 2025 | |
| Common shares, nominal value Ps.1.00 per share |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (§ 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report.
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ |
by the International Accounting Standards Board ☒ |
Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
TABLE OF CONTENTS
| iv |
| v |
CERTAIN DEFINITIONS
In this annual report, except where otherwise indicated or where the context otherwise requires:
| · | “Argentine Corporate Law” refers to Law No. 19,550, as amended; |
| · | “Argentine Government” refers the national government of the Republic of Argentina; |
| · | “Authorized Generators” refers to electricity generators that do not have contracts in the term market in any of its methods; |
| · | “BCRA” or “Central Bank” refers to the Argentine Central Bank; |
| · | “BCRA Communication “A” 3500” refers to the wholesale reference exchange rate (Tipo de Cambio de Referencia) published by the BCRA, calculated based on transactions carried out in the foreign exchange market and used as an official benchmark for financial reporting and contractual purposes in Argentina. |
| · | “BESS” refers to Battery Energy Storage System. |
| · | “BYMA” refers to Bolsas y Mercados Argentinos S.A.; |
| · | “CAMMESA” refers to Compañía Administradora del Mercado Mayorista Eléctrico Sociedad Anónima. See “Item 4.B, Business Overview—The Argentine Electric Power Sector—General Overview of Legal Framework—CAMMESA;” |
| · | “CNV” refers to the Comisión Nacional de Valores, the Argentine Securities Commission; |
| · | “CNV Rules” refers to the rules issued by the CNV according to General Resolution No. 622/2013, as amended and supplemented from time to time; |
| · | “COD” refers to Commercial Operation Date, the day in which a generation unit is authorized by CAMMESA (in Spanish, “Habilitación Comercial”) to sell electric energy through the grid under the applicable commercial conditions; |
| · | “CTM” refers to Centrales Térmicas Mendoza S.A.; |
| · | “CVO” refers to the thermal plant Central Vuelta de Obligado; |
| · | “CVO Agreement” refers to the Agreement for Project Management and Operation, Increase of Thermal Generation Availability and Adaptation of Remuneration for Generation 2008-2011” executed on November 25, 2010 among the SE and Central Puerto along with other electric power generators; |
| · | “CVO Trust” refers to a project-specific trust (fideicomiso) created under the CVO Agreement for purposes of conducting the financing, construction, and operation of the Central Vuelta de Obligado combined-cycle power plant; |
| · | “CVOSA” refers to Central Vuelta de Obligado S.A.; |
| · | “Ecogas” refers collectively to Distribuidora de Gas Cuyana (“DGCU”) and Distribuidora de Gas del Centro (“DGCE”); |
| · | “Ecogas Inversiones” refers to Ecogas Inversiones S.A. (previously known as Inversora del Gas del Centro S.A.); |
| · | “ENARSA” refers to Energía Argentina S.A., previously known as Integración Energética Argentina S.A. (“IEASA”); |
| · | “Energía Plus” refers to the regulatory framework established under Res. No. 1281/06, as amended. See “Item 4.B, Business Overview—The Argentine Electric Power Sector—Structure of the Industry—Energía Plus;” |
| · | “FODER” refers to Fondo para el Desarrollo de Energías Renovables (Fund for the Development of Renewable Energies). See “Item 4.B, Business Overview—The Argentine Electric Power Sector—Structure of the Industry—Renewable Energy Program;” |
| vi |
| · | “FONINVEMEM” or “FONI” refers to the Fondo para Inversiones Necesarias que Permitan Incrementar la Oferta de Energía Eléctrica en el Mercado Eléctrico Mayorista (the Fund for Investments Required to Increase the Electric Power Supply) and similar programs, including the CVO Agreement. See “Item 4.B, Business Overview—The Argentine Electric Power Sector—Structure of the Industry—The FONINVEMEM and Similar Programs;” |
| · | “FONINVEMEM Plants” refers to the plants José de San Martín, Manuel Belgrano and Vuelta de Obligado; |
| · | “Foreign Exchange Market” refers to the Argentine foreign exchange market; |
| · | “HPDA” refers Hidroeléctrica Piedra del Águila S.A., the corporation that previously owned the Piedra del Águila plant; |
| · | “IGCU” refers to Inversora de Gas Cuyana S.A.; |
| · | “Large User” refers to electricity users authorized to procure electricity supply within the WEM, pursuant to Law No. 24,065, its implementing resolutions and complementary rules; |
| · | Law 27,742 or “Ley de Bases” refers to Law No. 27,742 passed on June 27, 2024, also known as “Ley de Bases y Puntos de Partida para la Libertad de los Argentinos”, which, among other measures, declared a public emergency in administrative, economic, financial and energy matters, and delegated a series of powers to the Argentine Government for the duration of the emergency; |
| · | “LVFVD” (Liquidaciones de Venta con Fecha de Vencimiento a Definir) refers to amounts owed by CAMMESA to electricity generators, arising from energy sales in the WEM, for which no fixed payment due date has been established; |
| · | “MAT” refers to term market for thermal and hydro energy, established through Resolution No. 400/25. MAT may also be referred to as MATE when the trading pertains to an energy component, or MATP when the trading pertains to an availability component. |
| · | “MATER” refers to Term Market for Renewable Energy set forth under Resolution No. 281-E/17; |
| · | “PPA” refers to Power Purchase Agreements, power capacity and energy supply agreements for a defined period of time or energy quantity; |
| · | “Res.” refers to resolutions issued by the former Secretariat of Electric Energy of the former National Ministry of Energy and Mining, or the Secretariat of Energy of the National Ministry of Economy, as applicable. |
| · | “SADI” refers to the Argentine Interconnection System; |
| · | “Sales under contracts” refers collectively to (i) term market sales of energy under contracts with private and public sector counterparties, (ii) sales of energy sold under the Energía Plus and (iii) sales of energy under the RenovAr Program; |
| · | “SE” refers to the Secretariat of Energy; |
| · | “SEE” refers to the former Secretariat of Electric Energy; |
| · | “Spot market” refers to energy sold by generators to the WEM and remunerated by CAMMESA pursuant to the framework in place prior to the Spot Sales. See “Item 4.B, Business Overview—The Argentine Electric Power Sector—Structure of the Industry—Electricity Dispatch and Spot Market Pricing prior to Resolution of the Secretariat of Energy No. 95/13;” |
| · | “Spot Sales” refers to the energy traded through CAMMESA pursuant to the prices set by Res. No. 400/25 since November 2025, and before that pursuant to Res. No. 95/13, as amended and supplemented by several resolutions issued by the SE, including, for purposes of prices set for the year ended on December 31, 2025, Res. No. 603/24, Res. No. 27/25, 113/25 Res. No. 143/25, Res. No. 177/2025, Res. No. 227/2025, Res. No. 280/2025, Res. No. 331/2025, Res. No. 356/2025, Res. No. 381/2025, Res. No. 483/2025, and Res. No. 602/2025; |
| · | “YPF” refers to YPF S.A., Argentina’s state-owned oil and gas company; |
| vii |
| · | “YPF EE” refers to YPF Energía Eléctrica S.A., a subsidiary of YPF; and |
| · | “WEM” refers to the Argentine Mercado Eléctrico Mayorista, the wholesale electric power market. See “Item 4.B, Business Overview—The Argentine Electric Power Sector—General Overview of Legal Framework—CAMMESA”. |
| viii |
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
Central Puerto S.A. is a company incorporated under the laws of Argentina. As used in this Annual Report on Form 20-F, the terms “the Company”, “CEPU”, “Central Puerto”, “Group”, “we”, “us” and “our” refer to Central Puerto S.A. and its consolidated subsidiaries as of December 31, 2025.
We maintain our financial books and records and publish our consolidated financial statements in Argentine pesos, which is our functional currency. This annual report contains our audited consolidated financial statements as of December 31, 2025 and 2024 and for each of the years ended December 31, 2025, 2024, and 2023 (our “Audited Consolidated Financial Statements”), which were approved by Company's management on April 22, 2026.
We prepare our Audited Consolidated Financial Statements in Argentine pesos and in conformity with the IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
In accordance with International Accounting Standard 29, Financial Reporting in Hyperinflationary Economies (“IAS 29”), the restatement of the financial statements is necessary when the functional currency of an entity is the currency of a hyperinflationary economy. To define a hyperinflationary state, IAS 29 provides a series of non-exclusive guidelines that consist of (i) analyzing the behavior of the population, prices, interest rates and wages before the evolution of price indexes and the loss of the currency’s purchasing power, and (ii) as a quantitative characteristic, verifying if the three-year cumulative inflation rate approaches or exceeds 100%. Due to macroeconomic factors, the triennial inflation was above that figure in 2018 and Argentina has been considered hyperinflationary since July 1, 2018. Such conditions remained during 2023, 2024 and 2025. See “Risks Relating to Argentina. As of July 1, 2018, the Argentine Peso qualifies as a currency of a hyperinflationary economy and we are required to restate our historical financial statements to apply inflationary adjustments, which could adversely affect our results of operations and financial condition and those of our Argentine subsidiaries”.
Therefore, our Audited Consolidated Financial Statements included herein, including the figures for the previous periods (this fact not affecting the decisions taken on the financial information for such periods), and, unless otherwise stated, the financial information included elsewhere in this annual report, were restated to consider the changes in the general purchasing power of our functional currency (Argentine peso) pursuant to IAS 29 and General Resolution no. 777/2018 of the CNV. Consequently, the consolidated financial statements are stated in the current measurement unit as of December 31, 2025, and the information included in our Audited Consolidated Financial Statements may differ from financial statements previously published by us. For further information, see “Item 5.A. Operating Results-Factors Affecting our Results of Operations-Inflation” and Note 2.1.2 to our Audited Consolidated Financial Statements.
We are required to file financial statements and other periodic reports with the CNV as a public company in Argentina. Investors can access our historical financial statements published in Spanish on the CNV’s website at www.cnv.gob.ar. The information found on the CNV’s website is not a part of this annual report. Investors are cautioned not to place undue reliance on our financial statements not included in this annual report.
Currency and Rounding
All references herein to “pesos,” “Argentine pesos” or “Ps”. are to Argentine pesos, the legal currency of Argentina. All references to “U.S. dollars,” “dollars” or “US$” are to U.S. dollars. A “billion” is a thousand million.
For the reader's convenience, we have translated certain amounts from pesos into U.S. dollars, unless otherwise indicated, using the seller rate for U.S. dollars quoted by the Banco de la Nación Argentina in accordance with BCRA Communication “A” 3500 as of December 30, 2025, of Ps. 1,459.42 per US$1.00. The Federal Reserve Bank of New York does not publish a noon buying rate for pesos. The U.S. dollar equivalent information in this annual report is provided solely for convenience of the reader and should not be construed to represent that peso amounts have been, could have been, or could be converted into U.S. dollars at such rates or any other rate. See “Item 3.A. Selected Financial Data-Exchange Rates”.
| ix |
Certain figures included in this annual report and in the Audited Consolidated Financial Statements contained herein have been rounded for ease of presentation. Percentage figures included in this annual report have in some cases been calculated on the basis of such figures prior to rounding. For this reason, certain percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in this annual report and in the consolidated financial statements contained herein. Certain other amounts that appear in this annual report may not sum due to rounding.
Market Share and Other Information
The information set forth in this annual report with respect to the market environment, market developments, growth rates and trends in the markets in which we operate is based on information published by the Argentine federal and local governments through the Instituto Nacional de Estadística y Censos (the National Statistics and Census Institute, or “INDEC”), the Ministry of Interior, the Secretariat of Energy, the BCRA, CAMMESA, as well as on independent third-party data, statistical information, reports produced by unaffiliated entities and our own internal estimates.
Although we have no reason to believe any of this information or these sources are inaccurate in any material respect, we have not verified the figures, market data or other information on which third parties have based their studies, nor have we confirmed that such third parties have verified the external sources on which such estimates are based. Therefore, we do not guarantee, nor do we assume responsibility for, the accuracy of the information from third-party studies presented in this annual report.
This annual report also contains estimates of
market data and derived information that cannot be gathered from market research institutions or other independent sources. Such information
is based on our internal estimates. In many cases, no publicly available information exists on such market data from industry associations,
public authorities or other organizations. We believe these internal estimates are helpful for understanding the industry in which we
operate and our position within it. However, our estimates have not been reviewed or verified externally and may deviate from estimates
made by our competitors or future statistics from market research institutes or other sources. We cannot assure you that our estimates
or assumptions are accurate or correctly reflect the state, development, or our position in the industry.
| x |
FORWARD-LOOKING STATEMENTS
This annual report contains estimates and forward-looking statements, principally in “Item 3.D. Risk Factors,” “Item 4.B. Business Overview” and “Item 5. Operating and Financial Review and Prospects”.
Our estimates and forward-looking statements are mainly based on our current beliefs, expectations and estimates of future courses of action, events and trends that affect or may affect our business and results of operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us.
Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:
| · | changes in general economic, financial, business, political, legal, regulatory, environmental, climatic, infrastructure, social or other conditions in Argentina; | |
| · | changes in conditions elsewhere in Latin America or in either developed or emerging markets; | |
| · | changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, including volatility in domestic and international financial markets; | |
| · | the impact of political developments and uncertainties relating to political and economic conditions in Argentina, on the demand for securities of Argentine companies; | |
| · | inflation; | |
| · | fluctuations in exchange rates, including a significant devaluation of the Argentine peso; | |
| · | changes in the law, norms and regulations applicable to the Argentine electric power and energy sector, including changes to the current regulatory frameworks, changes to programs established to incentivize investments in new generation capacity and reductions in government subsidies to consumers; | |
| · | changes in the Argentine energy market, including in the ownership of market participants and their respective roles and responsibilities; | |
| · | our ability to successfully develop and execute expansion projects and to obtain awards for new potential projects, concession renewals, or opportunities to bid for existing assets offered for sale; | |
| · | increases in financing costs or the inability to obtain additional debt or equity financing on attractive terms, which may limit our ability to fund new activities; | |
| · | government intervention, including measures that result in changes in the Argentine energy and power generation markets, the Argentine labor market, the Argentine exchange market, the Argentine tax system and in international trade; | |
| · | adverse legal or regulatory disputes or proceedings; | |
| · | changes in the price of energy, power and other related goods and services; | |
| · | changes in the price and supply of natural gas or liquid fuels; | |
| · | changes in weather conditions (wind, solar radiation, the amount of rainfall and accumulated water, among others); | |
| · | changes in environmental regulations, including exposure to risks associated with our business activities; |
| xi |
| · | risks inherent to the demand for and sale of energy; | |
| · | the operational risks related to the generation, as well as the transmission and distribution, of electric power; | |
| · | ability to implement our business strategy, including the ability to complete our construction and expansion plans in a timely manner and according to our budget; | |
| · | competition in the energy sector, including as a result of the construction of new generation capacity; | |
| · | exposure to credit risk due to credit arrangements with CAMMESA; | |
| · | our ability to retain key members of our senior management and key technical employees; | |
| · | changes in the lithium, gold, silver and forestry industries, including changes in prices, regulations and general business conditions; | |
|
· |
the effects of a pandemic or epidemic and any subsequent mandatory regulatory restrictions or containment measures; | |
|
· |
general domestic and international political conditions or labor disruptions, including “trade wars”, the armed conflicts in Ukraine and the Middle East and the current developments in Venezuela; | |
| · | our relationship with our employees; and | |
| · | other factors discussed under “Item 3.D.—Risk Factors” in this annual report. |
The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we do not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this annual report because of new information, future events or other factors, except as required by applicable law. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this annual report might not occur and do not constitute guarantees of future performance. Because of these uncertainties, you should not make any investment decisions based on these estimates and forward-looking statements.
| xii |
PART I
Item 1. Identity of Directors, Senior Management and Advisors
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
Item 3.A Reserved
Item 3.B Capitalization and indebtedness
Not applicable.
Item 3.C Reasons for the offer and use of proceeds
Not applicable.
Item 3.D Risk Factors
Summary of Risk Factors
We are subject to several risks described under “Risk Factors” and elsewhere in this annual report that could materially and adversely impact our business, results of operations, financial condition and future prospects. Key risks include:
Risks Relating to Argentina
| · | All our revenues are generated in Argentina and therefore we are exposed to country-specific risks and to fluctuations in macroeconomic, political, regulatory, and social conditions. | |
| · | The Argentine Peso qualifies as a currency of a hyperinflationary economy and we are required to restate our historical financial statements to apply inflationary adjustments, which could adversely affect our results of operations and financial condition and those of our Argentine subsidiaries. | |
| · | Significant fluctuations in the value of the peso could adversely affect the Argentine economy and, in turn, adversely affect our results of operations. | |
| · | Exchange controls and restrictions on capital inflows and outflows could limit the availability of international credit and could threaten the financial system, adversely affecting the Argentine economy and, as a result, our business. | |
| · | Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth and may negatively impact our financial condition or cash flows. | |
| · | The Argentine economy could be adversely affected by economic developments in other markets and by more general “contagion” effects. | |
| · | We may be exposed to adverse effects arising from geopolitical conflicts worldwide. |
| 1 |
| · | The Argentine banking system may be subject to instability which may affect our operations. | |
| · | Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition, which in turn could adversely affect our business, financial condition, and results of operations. |
Risks Relating to the Electric Power Sector in Argentina
| · | The Argentine Government has intervened in the electric power sector in the past and is likely to continue intervening. | |
| · | Changes in regulatory frameworks under which we sell our electricity may affect our financial condition and results of operations. | |
| · | We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and other customers in the electric power sector. | |
| · | Argentina has certain energy transmission and distribution limitations that adversely affect the capacity of electric power generators to deliver all of the energy they can produce, which results in reduced sales. | |
| · | Restrictions on the supply of energy could negatively affect Argentina’s economy. | |
| · | We operate in a heavily regulated sector that imposes significant costs on our business, and we could be subject to fines and liabilities that could have a material adverse effect on our results of operations. | |
| · | Risks arise for our business from technological change in the energy market. | |
| · | Competition in the Electric Power Sector in Argentina may adversely affect our results of operations. |
Risks Relating to Our Business
| · | Our results depend largely on the compensation established by the Secretariat of Energy and received from CAMMESA. | |
| · | Factors beyond our control may affect or delay the completion of the awarded projects or alter our plans for the expansion of our existing plants. | |
| · | Our business may require substantial capital expenditures for ongoing maintenance requirements and the expansion of our installed generation capacity. | |
| · | Covenants in our indebtedness could adversely restrict our financial and operating flexibility. | |
| · | We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition, and results of operations. | |
| · | Our future operational rights and economic returns from Piedra del Águila are now tied to the terms of the newly awarded concession and to ongoing compliance with regulatory and contractual provisions | |
| · | Future changes in the rainfall amounts in the Limay River basin could adversely affect the revenues from the Piedra del Águila concession and, therefore, our financial results. | |
| · | Our ability to operate wind and solar farms profitably is highly dependent on suitable wind or sun and associated weather conditions, climate change and energy transition could affect our business. | |
| · | Climate change and energy transition could affect our business. |
| 2 |
| · | Our power plants and forest assets are subject to the risk of mechanical, electrical failures and various catastrophic events, and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business and financial performance. | |
| · | Our insurance policies may not fully cover damage, and we may not be able to obtain insurance against certain risks. | |
| · | We may be exposed to lawsuits and or administrative proceedings that could adversely affect our financial condition and results of operations. | |
| · | Energy demand is seasonal, largely due to climate conditions. | |
| · | We may undertake acquisitions and investments to expand or complement our operations that could result in operating difficulties or otherwise adversely affect our financial conditions and results of operations. | |
| · | If we were to acquire another energy company in the future, such acquisition could be subject to the Argentine Antitrust Authority’s approval. | |
| · | We depend on senior management and other key personnel for our current and future performance. | |
| · | We could be affected by material actions taken by the trade unions. | |
| · | Our equipment, facilities and operations are subject to environmental, health and safety regulations. | |
| · | We are subject to anti-bribery, anti-corruption, anti-money laundering and other laws and regulations. | |
| · | A cyberattack could adversely affect our business, balance sheet, results of operations and cash flow. | |
|
· |
Our thermal generation plants require a continuous supply of natural gas and, to a lesser extent, liquid fuels to operate. The availability, cost and procurement conditions of these fuels have historically been, and may continue to be, affected by several factors beyond our control, including fluctuations in domestic and international fuel prices, macroeconomic conditions, geopolitical events, infrastructure constraints, and changes in Argentine energy policy and regulations. | |
|
· |
We may incur losses as a result of natural disasters that may affect our forestry assets. |
Risks Relating to our Shares and ADSs
| · | It may be difficult for you to obtain or enforce judgments against us. | |
| · | Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, shares underlying the ADSs. | |
| · | We are traded on more than one market, and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets. | |
| · | Under Argentine Corporate Law, shareholder rights may be fewer or less well defined than in other jurisdictions. | |
| · | Holders of our common shares and the ADSs located in the United States may not be able to exercise preemptive or accretion rights. | |
| · | Voting rights, and other rights, with respect to the ADSs are limited by the terms of the deposit agreement. | |
| · | The relative volatility and illiquidity of the Argentine securities markets may substantially limit our ADS holders’ ability to sell common shares underlying the ADSs at the price and time they desire. |
| 3 |
| · | If there are substantial sales of our common shares or the ADSs, the price of the common shares or of the ADSs could decline. | |
| · | Our shareholders may be subject to liability for certain votes of their securities. | |
| · | As a foreign private issuer, we are exempt from several rules under the U.S. securities laws and are permitted to file less information with the Commission than a U.S. company. This may limit the information available to holders of our ADSs. | |
| · | As a foreign private issuer, we are not subject to certain NYSE corporate governance rules applicable to U.S. listed companies. | |
| · | The market price for our common shares or ADSs could be highly volatile. | |
| · | If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares. | |
| · | The protections afforded to minority shareholders in Argentina are different from and more limited than those in the United States and may be more difficult to enforce. | |
| · | Holders of our common shares may determine not to pay any dividends. | |
| · | We may be a passive foreign investment company for U.S. federal income tax purposes. | |
| · | The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business. |
Detailed Risk Factors
You should carefully consider the risks described below, as well as the other information in this annual report. Our business, results of operations, financial condition or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common shares and ADSs could decline. The risks described below are those known to us and that we currently believe may materially affect us.
Risks Relating to Argentina
All our revenues are generated in Argentina and therefore we are exposed to country-specific risks and to fluctuations in macroeconomic, political, regulatory, and social conditions.
Central Puerto is an Argentine corporation (sociedad anónima). All of our assets and operations are located in Argentina. Accordingly, our financial condition and results of operations depend significantly on macroeconomic, regulatory, social and political conditions in Argentina. Key factors include: (i) international demand and prices for Argentina’s commodity exports; (ii) competitiveness and efficiency of domestic industries and services; (iii) stability and competitiveness of the Argentine peso against foreign currencies; (iv) foreign and domestic investment and financing; (v) foreign exchange reserves in the BCRA, which may cause abrupt changes in currency values and exchange and capital control regulations; (vi) high interest and inflation rates and corresponding wage and price controls; (vii) adverse external economic shocks; (viii) changes in economic or fiscal policies implemented by the Argentine Government; (ix) labor disputes and work stoppages; (x) government expenditure levels and fiscal balance; and (xi) unemployment, political instability and social tensions, including land-takings and claims in areas where we operate.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. Sustainable economic growth in Argentina is dependent on a variety of factors, including the international demand for Argentine exports, the stability and competitiveness of the peso against foreign currencies, confidence among consumers and foreign and domestic investors, a stable rate of inflation, national employment levels and the circumstances of Argentina’s regional trade partners.
| 4 |
The Argentine economy has contracted over the past three years and remains unstable despite the Argentine Government's efforts to curb inflation and exchange rate volatility. The Argentine economy is still subject to the following challenges:
| · | Persistently high inflation: Inflation remains high and may continue at similar or higher levels. According to reports published by INDEC, cumulative inflation measured by the consumer price index (in pesos) was 211.4% in 2023, 117.8% in 2024 and 31.5% in 2025. In March 2026, the inflation rate was 3.4%. Past and future monetary issuance by the Central Bank of Argentina to finance the National Treasury may further contribute to inflationary pressures and an upward trend. |
| · | High public debt levels: Argentina’s public debt as a percentage of GDP remains significant despite restructuring processes undertaken since 2020. |
| · | Persistent fiscal deficit: Discretionary increases in public spending have led to persistent fiscal deficits. While the current administration has achieved a fiscal surplus, there is no guarantee that such fiscal surplus will be sustained. Future discretionary increases in public spending or adverse economic conditions could give rise to recurring fiscal deficits. |
| · | Low investment levels: Investment as a percentage of GDP remains low. |
| · | Potential for labor unrest: A significant number of demonstrations and strikes could occur, as has happened in the past, adversely affecting various sectors of the Argentine economy. |
| · | Energy supply constraints: The energy supply may be insufficient to meet industrial demand and domestic consumption, potentially limiting industrial growth. |
| · | High unemployment and informal employment: According to INDEC, the unemployment rate in the last quarter of 2025 was 6.6%, while informal employment remains high. |
| · | Uncertain debt rollover capacity: Argentina’s ability to refinance its peso-denominated debt remains uncertain. |
| · | Capital controls and political instability: Economic conditions have fueled an increased demand for foreign currency, leading to the implementation of capital controls aimed at curbing capital flight. Although these controls are expected to be progressively relaxed and lifted, their continued application—when combined with other internal and external factors—has contributed to increased political and social instability. |
High inflation reduces Argentina’s foreign competitiveness and increases social and economic inequality. It also negatively impacts employment, consumption and economic activity, while undermining confidence in the Argentine banking system. This limits access to domestic and international credit for local companies. If government measures fail to correct structural inflationary imbalances, inflation may continue or increase, adversely affecting Argentina’s economy and our business, financial condition and results of operations. Inflation can also increase Argentina’s local currency-denominated debt and adversely affect its ability to service debt, particularly in the medium and long term when most inflation-indexed debt matures.
Argentina’s fiscal imbalances, its dependence on foreign revenues to cover its fiscal deficit, and material rigidities that have historically limited the ability of the economy to absorb and adapt to external factors, have added to the severity of the current crisis.
In the past, some administrations increased direct intervention in the Argentine economy, including the implementation of expropriation measures, price controls, exchange controls and changes in laws and regulations affecting foreign trade and investment. These measures had a material adverse effect on private sector entities, including us. Similar measures could be adopted by the current or future Argentine Government, or economic, social and political developments in Argentina, over which we have no control, could have a material adverse effect on the Argentine economy and, in turn, adversely affect our financial condition and results of operations. Uncertainty with respect to government policies may lead to additional volatility of Argentine stock market prices, including companies that operate in the energy sector, given the degree of state regulation and intervention in this industry.
| 5 |
As in the recent past, Argentina’s economy may be adversely affected if political and social pressures inhibit the implementation by the Argentine Government of policies designed to control inflation, generate growth and enhance consumer and investor confidence, or if policies implemented by the Argentine Government to achieve these goals are unsuccessful. These events could materially adversely affect our financial condition and results of operations.
The Argentine economy is also particularly sensitive to local political developments. Presidential elections take place in Argentina every four years and legislative elections every two years, resulting in the partial renewal of both chambers of Congress. On December 10, 2023, Javier Milei took office as President of Argentina and pledged to implement significant economic reforms. The Argentine Government faces unique macroeconomic challenges, such as reducing and maintaining a low inflation rate, achieving and maintaining commercial and fiscal surpluses, accumulating reserves, supporting the peso, refinancing debt owed to private creditors, and improving the competitiveness of local industries.
Following President Milei’s inauguration, the Argentine Government enacted Decree No. 70/2023, outlining measures to reduce the size of the public administration and public expenses, as well as de-regulate the economy. On June 28, 2024, the Argentine Congress passed the Ley de Bases, formally declaring a state of public emergency in administrative, economic, financial and energy matters for one year. During this period, the Ley de Bases conferred upon the Argentine Government a series of legislative powers and established legal, institutional and tax reforms affecting various economic sectors. It also created the Investment Incentive Regime for Large-Scale Investments (“RIGI”), regulated by Decree No. 592/2024. RIGI provides tax, customs and exchange incentives for large investment projects across sectors including forestry, tourism, infrastructure, mining, technology, steel, gasoil and energy. The original two-year period for accessing the RIGI was extended by Decree No. 105/2026 for one additional year, until July 8, 2027. RIGI projects are declared of national interest.
On June 28, 2024, the house of representatives of the Argentine Congress approved a fiscal reform (the “Argentine Fiscal Reform”), successfully reinstating the chapter on income tax and personal assets, previously rejected by the Argentine Senate. The Argentine Fiscal Reform was enacted and published in the Argentine Official Gazette (Boletín Oficial de la República Argentina) on July 8, 2024, effective from that date onwards.
On October 26, 2025, Argentina held legislative elections to renew half of the seats in the House of Representatives of the Argentine Congress and one third of the seats in the Senate. La Libertad Avanza, the political party of the Milei administration, obtained approximately 40.7% of the votes for the House of Representatives and approximately 42.0% for the Senate, while the main opposition coalition, Fuerza Patria, obtained approximately 31.7% and approximately 28.4%, respectively. Notwithstanding the new congressional composition, the Argentine Government continues to require consensus from other political parties to implement its policy agenda, including the deregulation measures set forth in the Ley de Bases. As of the date of this annual report, we cannot predict the impact that the legislative elections will have on the Argentine economy nor assure whether events such as the implementation of new government policies could have an adverse impact on our operations and financial results. Moreover, we cannot assure whether such changes will occur or estimate their timing or potential effects on our operations and financial condition.
The current administration has announced and continues to promote additional structural reforms, including proposed labor reforms, aimed at further deregulating the economy and modifying existing labor, tax, social security and regulatory frameworks. As of the date of this annual report, certain of these proposed reforms remain subject to legislative debate, regulatory implementation and/or judicial review, and their final scope, timing and impact remain uncertain. The adoption, modification or rejection of such reforms could have a material adverse effect on Argentina’s economy, our business, financial condition and results of operations.
The Argentine economy is also vulnerable to adverse events affecting its main trading partners. A continued deterioration of economic conditions in Brazil, Argentina’s main trading partner, and a deterioration of the economies of other important trading partners of Argentina, such as China or the United States, could have a significant adverse impact on Argentina’s trade balance and adversely affect Argentina’s economic growth, and therefore, could negatively impact our financial health and operating results. A significant depreciation of the currencies of our trading partners or competitors may negatively affect Argentina’s competitiveness and, consequently, negatively impact Argentina’s economic and financial condition and the results of our operations.
| 6 |
The Argentine Peso qualifies as a currency of a hyperinflationary economy and we are required to restate our historical financial statements to apply inflationary adjustments, which could adversely affect our results of operations and financial condition and those of our Argentine subsidiaries
Pursuant to the IAS 29, the financial statements of entities whose functional currency is that of a hyperinflationary economy must be adjusted for the effects of changes in a general price index. IAS 29 does not prescribe when hyperinflation arises and the International Accounting Standards Board (“IASB”) does not identify specific hyperinflationary jurisdictions. However, IAS 29 provides a series of non-exclusive guidelines that consist of (i) analyzing the behavior of the population, prices, interest rates and wages before the evolution of price indexes and the loss of the currency’s purchasing power, and (ii) as a quantitative characteristic, verifying if the three-year cumulative inflation rate approaches or exceeds 100.00%. In June 2018, the International Practices Task Force of the Centre for Quality (“IPTF”), which monitors countries experiencing high inflation, categorized Argentina as a country with projected three-year cumulative inflation rate greater than 100.00%. In addition, certain qualitative macroeconomic factors provided under the IAS 29 were also identified. Therefore, Argentine companies using IFRS Accounting Standards, such as us, are required to apply IAS 29 to their financial statements for periods ending on and after July 1, 2018. As a result, our Audited Consolidated Financial Statements included in this annual report, including the figures for the previous periods (this fact not affecting the decisions taken on the financial information for such periods), and, unless otherwise stated, the financial information included elsewhere in this annual report, were restated to consider the changes in the general purchasing power of our functional currency (Argentine peso) pursuant to IAS 29 and General Resolution No. 777/2018 of the CNV.
Significant fluctuations in the value of the peso could adversely affect the Argentine economy and, in turn, adversely affect our results of operations
The depreciation of the peso has had and may continue to have a negative impact on the ability of certain Argentine businesses to service their foreign currency-denominated debt, lead to inflation, significantly reduce real wages and jeopardize the stability of businesses, such as ours, whose success depends on domestic market demand and adversely affect the Argentine Government’s ability to honor its foreign debt obligations. In 2025, the peso depreciated approximately 41.35%, and appreciated 5.25% from December 31, 2025, through March 31, 2026. On April 20, 2026, the exchange rate was Ps. 1,373 to US$1.00, as quoted on BCRA Communication “A” 3500.
The main effects of the devaluation of the Argentine peso on our net results, expressed in pesos, are related to (i) exchange rate differences as a result of our exposure to the dollar (because our functional currency is the Argentine peso); (ii) higher revenues generated by the sale of energy priced in U.S. dollars; and (iii) higher costs generated by expense items priced in U.S. dollars such as financial obligations and certain maintenance contracts among other costs. In addition, the majority of our debt is denominated in currencies other than the peso; consequently, a devaluation of the peso against such currencies will increase the amount of pesos we need to cover our debt service obligations.
If the peso depreciates further, all the negative effects on the Argentine economy related to such depreciation could recur, with adverse consequences to our business, financial condition and results of operations. In addition, a further depreciation of the Argentine Peso against the U.S. dollar, Euro or other European currencies may also have an adverse impact on our capital expenditure program and increase the Argentine Peso amount of our trade liabilities and financial debt denominated in foreign currency. As of December 31, 2025, 98.17% of our financial liabilities were denominated in foreign currency, mostly in U.S. dollars.
We remain exposed to risks associated with the fluctuation of the Argentine Peso. A devaluation of the Argentine Peso could have a material adverse effect on our financial condition and results of operations. Under Res. No. 400/25 and the new Piedra del Aguila concession terms, our thermal and hydro spot prices are denominated in U.S. Dollars; accordingly, a devaluation of the Argentine Peso could adversely affect the pass-through of such costs to end-users by electric distribution companies.
| 7 |
Exchange controls and restrictions on capital inflows and outflows could limit the availability of international credit and could threaten the financial system, adversely affecting the Argentine economy and, as a result, our business
The Argentine Government and the BCRA have historically implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market. Those measures include, among others: (i) restricting access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to non-residents stakeholders; (ii) restrictions on the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate and convert all export proceeds from goods into Argentine Pesos through the foreign exchange market; (iv) limiting the transfer of securities into and from Argentina; (v) implementing taxes on certain transactions involving the acquisition of foreign currency. While exchange controls and certain restrictions are being progressively eased, significant limitations and regulatory measures remain in effect; and (vi) restricting access (including, but not limited to, in connection with the term for making such payments) to the currency exchange market to pay for imports of goods and services. In the past, the BCRA established certain additional restrictions such as establishing mandatory refinancings of U.S. Dollar-denominated debt.
On April 11, 2025, the Argentine government announced a set of measures aimed at easing the regulatory framework governing access to the foreign exchange market. These measures include: (i) the establishment of a floating exchange rate band within which the U.S. dollar may fluctuate in the foreign exchange market. The initial band was set between Ps. 1,000 and Ps. 1,400, with its boundaries to be adjusted at a monthly rate of 1%; (ii) the elimination of the Export Increase Program (Programa de Incremento Exportador), which had allowed for the settlement of export proceeds using a split mechanism of 80% through the foreign exchange market and 20% through the financial market (commonly referred to as the "Dólar Blend"); (iii) the removal of foreign exchange restrictions applicable to individuals, including the US$200 monthly purchase limit in the foreign exchange market and restrictions affecting those who had received government assistance during the pandemic, subsidies, or public employment, among others, as well as cross-restrictions contained in Central Bank Communication “A” 7340; ARCA will also eliminate the tax surcharge currently applicable to the purchase of foreign currency in the foreign exchange market (while maintaining it for tourism and credit card payments); (iv) the authorization of dividend distributions by Argentine companies to foreign shareholders with respect to results from fiscal years beginning in 2025; (v) a relaxation of payment terms for foreign trade transactions, including: (a) imports of goods may now be paid through the foreign exchange market upon customs clearance (previously 30 days thereafter); (b) imports of goods by micro, small, and medium-sized enterprises (MiPyMEs) may be paid upon shipment from the port of origin (previously 30 days after customs clearance); (c) imports of services may be paid as from the date of service provision (previously 30 days thereafter); (d) imports of capital goods may now be paid with a 30% advance, 50% upon shipment, and 20% upon customs clearance (previously limited to a 20% advance and only applicable to MiPyMEs); and (e) imports of services between related parties may be paid once 90 days have elapsed from the date of service provision (previously 180 days); and (vi) a one-time elimination of the 90-day lookback period under Communication “A” 7340 applicable to legal entities, allowing such entities to resume access to the foreign exchange market under regular conditions.
On December 15, 2025, the BCRA announced the implementation of a new phase of its monetary policy framework, effective as of January 1, 2026. This new phase aims at enhancing price stability and the gradual normalization of monetary conditions. Under the updated framework, the BCRA will continue to operate a managed floating exchange rate regime with intervention bands. As of January 1, 2026, the upper and lower limits of these bands will be adjusted monthly based on the most recently published inflation data. The objective of this mechanism is to mitigate episodes of excessive volatility in the foreign exchange market, while allowing the exchange rate to fluctuate within the bands according to market conditions.
| 8 |
Although the current administration has publicly expressed its intention to progressively dismantle Argentina’s foreign exchange controls and has adopted certain measures aimed at easing specific restrictions, a comprehensive liberalization of the foreign exchange regime has not yet occurred, and while certain restrictions applicable to individuals and some applicable to legal entities have been lifted, significant restrictions applicable to legal entities remain in place. The timing, scope and conditions of any further relaxation or elimination of exchange controls remain uncertain, and there can be no assurance that the BCRA will lift such controls in the near future. Moreover, the BCRA may modify existing regulations, reimpose previously lifted restrictions or impose mandatory refinancing plans in respect of our foreign currency-denominated indebtedness, establish more severe restrictions on currency exchange, maintain the current Argentine Foreign Exchange Regulations or create multiple exchange rates for different types of transactions, substantially affecting the exchange rate at which we acquire foreign currency to service our outstanding liabilities denominated in currencies other than the Argentine Peso. Any of the foregoing could adversely affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans and import goods and/or make interest and principal payments on our foreign currency-denominated indebtedness.
Given the unpredictable nature of political and economic developments, there can be no assurance that more restrictive exchange controls and transfer restrictions than those currently in effect will not be imposed. In the event of a crisis or a period of political, economic and social instability in Argentina resulting in a material economic contraction, there is a risk that the current government may adopt radical changes to its economic, foreign exchange and financial policies. Such measures may be implemented to preserve the balance of payments, protect the foreign exchange reserves of the BCRA, prevent capital flight, or address a significant depreciation of the Argentine Peso. These measures could include, among others, the mandatory conversion of U.S. Dollar-denominated obligations of Argentine resident legal entities into Argentine Pesos or the reintroduction of restrictions on the remittance of dividends abroad. The imposition of such restrictions, combined with external factors beyond our control, could materially impact our ability to make payments in foreign currency.
The extension of current exchange controls, or the implementation of stricter capital controls, could have an adverse impact on the Argentine government’s public finances, which could in turn have a detrimental effect on the Argentine economy and consequently on our business, operating results, and financial condition, including our ability to service financial debt obligations. For additional information, please see “Item 10—Additional Information—Exchange Controls.”
In addition, we cannot assure you that the current administration may not impose exchange controls or other confiscatory measures in the future.
Exchange controls and restrictions could materially and adversely affect the Argentine economy and/or our business, financial condition, and results of operations. See “Exchange Controls”.
Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth, and may negatively impact our financial condition or cash flows
In recent years, Argentina has experienced financial distress, leading to an increase in public debt.
Since 2020, the Argentine Government has engaged in negotiations with Argentina’s creditors to restore the sustainability of its public external debt. During this time, the Argentine Government held negotiations with the International Monetary Fund (“IMF”) over several disbursements.
On January 28, 2022, the Argentine Government and the IMF announced they had reached an understanding on key policies as part of their ongoing discussions involving an IMF-supported program. On March 17, 2022, the Argentine Government approved an agreement with the IMF for a period of 30 months (the “IMF Agreement”) to refinance US$44.0 billion of debt incurred between 2018 and 2019 under a stand-by agreement originally scheduled for payment between 2021 and 2023. The IMF Agreement comprises ten quarterly reviews over a two-and-a-half-year period, with the objective of ensuring that the Argentine Government complies with the targets set for each review period. Following each review, disbursements are made available. The repayment period for each disbursement is ten years, with a grace period of four and a half years, commencing in 2026 and concluding in 2034.
| 9 |
On March 22, 2022, the Argentine Government reached an agreement with the Paris Club for a new extension of the understanding reached in June 2021 (the “Paris Club Agreement”). On October 28, 2022, the former Minister of Economy, Sergio Massa, announced a new agreement with the Paris Club. The agreement is an addendum to the one signed in 2014 by the then Minister of Economy, Axel Kicillof, and recognizes a principal amount of US$1,971 million, extending a repayment period of thirteen semi-annual installments, starting in December 2022 to be finally cancelled in September 2028. The interest rate was improved from 9.00% to 3.90% in the first three installments, with a gradual increase to 4.50%. The payment profile implies an average semi-annual payment of US$170.0 million (principal and interest included). Over the next two years Argentina will repay 40.00% of the principal due. On June 26, 2023, the former Minister of Economy, Sergio Massa signed bilateral agreements with three members of the Paris Club to refinance the existing debt with the institution. Thus, after signing the new agreement reached in 2022, the former Minister of Economy was able to seal bilateral agreements with 15 of the 16 creditors of the institution.
On June 13, 2024, the IMF completed its eighth review, after which it disbursed approximately US$800 million to the Argentine Government to support economic recovery and rebuild fiscal and external reserves. As of the date of this annual report, the IMF has disbursed a total of over US$41.4 billion to the Argentine Government in accordance with the terms of the IMF Agreement.
On March 11, 2025, Decree No. 179/2025 was published, through which the Argentine Government approved a new Extended Fund Facility (“EFF”) to be entered into with the IMF for a 10-year term. The funds under this program are expected to be primarily used to refinance liabilities, including non-transferable Treasury notes and outstanding amortization amounts under the existing EFF. On March 19, 2025, the house of representatives of the Argentine Congress approved Decree No. 179/25, thereby affirming its validity and eliminating the risk of revocation. Under the applicable legal framework, an emergency decree remains in force unless expressly rejected by both chambers of Congress. On April 8, 2025, the IMF announced that it had reached a staff-level agreement with the Argentine authorities for a new 48-month EFF arrangement totaling approximately US$20 billion. According to the official statement published by the IMF, the agreement remains subject to approval by its Executive Board, which is scheduled to consider the program on Friday, April 11, 2025.
On April 8, 2025, the IMF announced that it had reached a staff-level agreement with Argentine authorities for a new program under the EFF, with a total value of approximately US$20 billion. On April 11, 2025, the IMF Executive Board formally approved the agreement, authorizing an immediate disbursement of US$ 12 billion, with an additional US$ 2 billion disbursement scheduled for June 2025. The agreement has a ten-year term, including a grace period of four and a half years, and carries an annual interest rate of 5.63%.
Also on April 11, 2025, both the World Bank and the Inter-American Development Bank (IDB) approved financial assistance for Argentina under respective multi-year programs, amounting to US$ 12 billion (of which US$ 1.5 billion will be disbursed immediately) and US$ 10 billion, respectively. On May 8, 2025, the IDB confirmed that Argentina will receive U.S.$500 million in financing to strengthen its balance of payments and advance structural reforms. The loan is part of a U.S.$10 billion financing package that the IDB will provide to Argentina’s public and private sectors over the next three years.
On July 31, 2025, the IMF Executive Board concluded the first review of the IMF Agreement. As a result, Argentina would have access to additional IMF financing of US$2.0 billion. The success of these measures will depend on the sustained implementation of economic reforms and the necessary political support to maintain macroeconomic stability and sustainable economic growth. However, we cannot assure that the Argentine Government will meet the targets of the upcoming IMF reviews under the new program once implemented. Likewise, we cannot guarantee that a new agreement with the IMF will not affect Argentina’s ability to implement reforms and public policies and promote economic growth, nor the impact that any renegotiation may have on the country’s ability to access international capital markets (and indirectly on our ability to access such markets), on the Argentine economy, on our financial condition or results, or on our ability to extend the maturities of our debt obligations or modify other terms, all of which could affect our results, operations, or business.
| 10 |
In the context of a closer alignment between the administrations of the United States and Argentina, which have publicly characterized their relationship as a strategic partnership, the United States has expressed political and economic support for the Argentine government’s reform agenda. On October 20, 2025, the U.S. Treasury announced a currency swap line of up to US$20.0 billion with the Central Bank, aimed at strengthening Argentina’s international reserves position and supporting macroeconomic stability. However, this swap line has since been cancelled and is no longer in effect. Notwithstanding the foregoing, U.S. officials, including Treasury Secretary Scott Bessent, have stated that the U.S. administration remains willing to consider exceptional measures to support financial stability in Argentina. In this context, official sources have indicated that additional financing mechanisms are under consideration by the United States, including the potential establishment of a private fund of up to US$20.0 billion, with participation from international banks and sovereign wealth funds, focused on the Argentine debt market. These developments reflect the strengthening of bilateral relations between President Javier Milei and President Donald Trump and the strategic importance attributed to Argentina by the current U.S. administration.
We cannot assure that the Argentine Government will meet the targets of the upcoming reviews of the IMF. In the event that the Argentine Government does not comply with the economic and fiscal commitments and targets agreed with the IMF, Argentina could default on its debt with the IMF and, consequently, its financial and economic situation could be adversely affected.
We cannot assure that the Extended Fund Facility Agreement with the IMF (the “EEF Agreement”) and the Paris Club Agreement will not affect Argentina’s ability to implement reforms and public policies and boost economic growth. Consequently, there can be no assurance that the implementation of the revenue and expenditure policies of the EEF Agreement regarding the reduction of untargeted energy subsidies would not have material adverse effect on our financial condition and results of operations. Also, we cannot predict the impact of the outcome of such reforms on Argentina’s (and indirectly our) ability to access the international capital markets. Moreover, the long-term impact of these measures and any future measures taken by the current administration on the Argentine economy remains uncertain.
Argentina’s future tax revenue and fiscal results may be insufficient to meet its debt service obligations and the Argentine Republic may have to rely in part on additional financing from domestic and international capital markets, the IMF and other potential creditors, in order to meet future debt service obligations. In the future, the Argentine Republic may not be able or willing to access international or domestic capital markets, which could have a material adverse effect on its ability to make payments on its outstanding public debt, and in turn, could materially adversely affect our financial condition and results of operations.
In spite of the restructuring of Argentine public debt, international markets remain skeptical as to whether Argentina’s debt is sustainable and, therefore, country risk indicators remain high. There can be no assurance that Argentina’s credit ratings will remain in place or will not be downgraded, suspended or cancelled. Any downgrade, suspension or cancellation of Argentina’s sovereign debt rating may have an adverse effect on the Argentine economy and our business.
Without renewed access to the financial market, the Argentine Government may not have the financial resources to implement reforms and boost growth, which could have a significant adverse effect on the country’s economy and, consequently, on our activities. Likewise, Argentina’s inability to obtain credit in international markets could have a direct impact on our ability to access those markets to finance our operations and our growth, including the financing of capital investments, which would negatively affect our financial condition, results of operations and cash flows. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt.
| 11 |
Any new event of default by the Argentine Government could negatively affect their valuation and repayment terms, as well as have a material adverse effect on the Argentine economy and, consequently, our business and results of operations.
The Argentine economy could be adversely affected by economic developments in other markets and by more general “contagion” effects
Financial and securities markets in Argentina and the Argentine economy are influenced by the effects of global or regional financial crisis and market conditions in other markets worldwide. Weak, flat or negative economic growth of any of Argentina’s major trading partners, such as Brazil (Argentina’s main trading partner), China or the United States, could have a material adverse effect on Argentina’s trade balance and adversely affect Argentina’s economic growth. If interest rates increase significantly in developed economies, Argentina, along with developing economy trading partners such as Brazil, may find it more difficult and expensive to borrow capital and refinance existing debt, affecting economic growth.
On January 20, 2025, Donald Trump was inaugurated for his second term as President of the United States. During the initial months of his mandate, President Trump has brought forth significant changes to trade policies, notably enacting substantial tariffs that affect nearly all U.S. trading partners. A universal tariff of 10% was imposed on U.S. imports, including Argentine goods, with exceptions for Mexico and Canada. Additional tariffs range from 11% to 50% for other countries, with particular rates such as 20% for the European Union and 46% for Vietnam.
China faces unique tariffs set at 145% due to heightened diplomatic tensions. China has also filed a formal complaint with the World Trade Organization (“WTO”) on April 9, 2025, alleging that the U.S. tariffs violate WTO rules and undermine the multilateral trading system.
Although tariffs on Argentine goods remain lower, “custom-made agreements” are under discussion, which might offer relief if Argentina reduces its barriers on U.S. products. On February 5, 2026, Argentina and the United States entered into the United States-Argentina Agreement on Reciprocal Trade and Investment (“ARTI”), aimed at strengthening economic ties and reducing trade barriers between the two countries. The ARTI provides for the reduction or elimination of tariffs on a significant number of goods, as well as commitments relating to regulatory standards, intellectual property and investment protection. While the ARTI may mitigate the impact of certain U.S. trade measures on Argentine exports and foster increased bilateral trade and investment, its implementation is subject to legislative approval and phased execution, and it does not eliminate Argentina’s exposure to changes in U.S. trade policy or broader global trade tensions.
These measures contribute to market instability, which can disrupt trade flows to Argentina, impacting import costs and overall economic conditions. Retaliatory measures, such as restrictions on market access and tariffs on U.S. agricultural products by China, pose additional threats to global trade stability. They could alter trade dynamics and increase costs for Argentina and affect various sectors, including ours.
In parallel, Argentina’s largest export market, Brazil, faces heightened pressures due to ongoing political crises. Following the economic challenges of 2015 and 2016, Brazil’s economy is gradually recovering, though political uncertainties persist under the leadership of Lula da Silva. Real growth per capita improved by 10% in 2021 but remains 15% below 2019 levels. The unemployment rate improved to 5.1% by the end of 2025, compared to 6.2% at the end of 2024. Despite these improvements, another devaluation of the Brazilian real, similar to the nearly 20% drop in 2024, could negatively impact Argentine exports, reducing competitiveness and increasing imports as Brazilian goods become more price-competitive internationally. This could adversely impact Argentina's economic performance and financial position.
Global economic instability such as uncertainty about global trade policies, the deterioration of economic conditions in Brazil and of the economies of other major trading partners of Argentina, such as China or the United States, the withdrawal of the United Kingdom from the European Union, geopolitical tensions between the United States and a number of foreign countries, the ongoing conflict between Russia and Ukraine, decisions by the Organization of Petroleum Exporting Countries (OPEC), the ongoing tensions in the Middle East, the current developments in Venezuela, as well as the threats to trade through the Red Sea and the Suez Canal and other non-OPEC oil-producing nations with respect to oil production that affect oil prices, idiosyncratic, political and social discords, terrorist attacks, sovereign debt downgrades, a pandemic disease, could impact the Argentine economy and jeopardize Argentina’s ability to stabilize its economy, among others.
| 12 |
There can be no assurance that the Argentine economy and securities markets will not be adversely impacted by events affecting developed economies, emerging markets, or any of Argentina’s major trading partners, which could in turn adversely affect our business, financial condition, and results of operations, and the market value of our ADSs. Furthermore, a significant devaluation of the currencies of our trading partners or trade competitors may adversely affect the competitiveness of Argentina and consequently, adversely affect Argentina’s economy and our financial condition and results of operations.
We may be exposed to adverse effects arising from geopolitical conflicts occurring worldwide
Global geopolitical tensions contribute to uncertainties that affect the Argentine economy. Russia's military actions in Ukraine, which started in 2022, have resulted in regional instability and heightened economic sanctions from the United States and the European Union, which impact global economic conditions and commodity prices. Despite energy markets showing signs of normalization in 2024, the conflict’s continuation could foreseeably disrupt supply chains. After four years since the beginning of the armed conflict, military actions keep growing and fears of an escalation to the use of nuclear weapons are rising as a result of the decision from the Russian government to halt its participation under the Strategic Arms Reduction Treaty III.
Further complicating geopolitical stability, the October 2023 assault by Hamas on Israel has escalated tensions in the Middle East. Prime Minister Netanyahu's declaration of war and subsequent military actions have intensified regional instability. Although a ceasefire was established in October 2025, ongoing tensions, including potential involvement from other nations (given that Israel has received attacks from Iran and from Hezbollah cells spread across the region), continue to threaten global trade dynamics.
On February 28, 2026, the United States and Israel commenced large-scale airstrikes against Iran, targeting military, governmental, and nuclear-related infrastructure, resulting in the death of Iran’s Supreme Leader, Ayatollah Ali Khamenei. Iran responded with widespread missile and drone attacks against Israel, U.S. military bases, and several Gulf states, causing substantial disruption to airspace, energy infrastructure, and civilian life across the Middle East, with significant casualties, displacement, and market volatility. The war in Iran has materially heightened uncertainty in international markets and has led to sustained volatility in global energy prices. On April 7, 2026, the United States and Iran entered into a two-week ceasefire agreement, which led to a sharp decline in oil prices. There can be no assurance the ceasefire will be extended or result in a lasting resolution of hostilities. Given the strategic importance of the region to global oil supply, any resumption or escalation of hostilities or a prolonged conflict in the region could have a material impact on our business, financial condition, and results of operations. In addition, on January 3, 2026, the United States launched a series of air strikes against Venezuela and captured and removed former president Maduro and his wife, Cilia Flores, from the country. Following the U.S. strikes, Venezuela announced a state of national emergency, and President Trump announced U.S. plans to run Venezuela for a transitional period.
Argentina’s reliance on the export of commodities, including soy, renders its economy vulnerable to fluctuations in commodity prices and adverse weather conditions affecting production, which could result in decreased government revenues, foreign exchange availability, and challenges in sovereign debt management. These circumstances may induce inflationary or recessionary pressures, adversely impacting Argentina's economic growth and our financial condition and results of operations.
| 13 |
The Argentine banking system may be subject to instability which may affect our operations
In recent years, the Argentine financial system grew significantly with a marked increase in loans and private deposits, showing a recovery of credit activity. Although the financial system’s deposits continue to grow in nominal terms, they are mostly short-term deposits and the sources of medium and long-term funding for financial institutions are currently limited.
Financial institutions are particularly subject to significant regulation from multiple regulatory authorities, all of whom may, among other things, establish limits on commissions and impose sanctions on the financial institutions. The lack of a stable regulatory framework, or changes to such regulatory framework by the government, could impose significant limitations on the activities of the financial institutions and could induce uncertainty with respect to the financial system stability.
The persistence of the current economic crisis or the instability of one or more of the larger banks, public or private, could have a material adverse effect on the prospects for economic growth and political stability in Argentina, resulting in a loss of consumer confidence, lower disposable income and fewer financing alternatives for consumers. These conditions could also have a material adverse effect on the Argentine banking system, and therefore, on our business, financial condition and results of operations.
Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition, which in turn could adversely affect our business, financial condition and results of operations
A lack of a solid institutional framework and corruption have been identified as, and continue to be, a significant problem for Argentina. Recognizing that the failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, the 2015-2019 administration adopted several measures aimed at strengthening Argentina’s institutions and reducing corruption. These measures included the reduction of criminal sentences in exchange for cooperation with the government in corruption investigations, increased access to public information, the seizing of assets from corrupt officials, and establishing a corporate criminal liability regime for corruption offenses aimed at promoting anticorruption compliance. According to the Corruption Perceptions Index published by Transparency International on February 10, 2026, Argentina dropped five positions in relation to 2024 and finished 104th out of 182 countries with the most corruption. The current administration’s ability to implement the above-mentioned measures or promote further transparency and integrity measures is uncertain in a highly polarized political context. Argentina’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities with underlying Argentine risk. The recent economic instability in Argentina has contributed to a decline in market confidence in the Argentine economy as well as to a deteriorating political environment.
Following several attempts, on April 8, 2025, the opposition in the House of Representatives approved the establishment of a special committee to investigate alleged fraud in connection with the cryptocurrency $LIBRA. The controversy originated on February 14, 2025, when President Milei publicly endorsed the cryptocurrency shortly after its launch. This endorsement triggered a sharp increase in the value of $LIBRA, attracting approximately 40,000 investors. Subsequently, the cryptocurrency’s value collapsed, resulting in significant financial losses for those investors. The committee, whose inaugural session was scheduled for April 23, 2025, has continued to meet throughout 2025, conducting hearings and gathering evidence related to the allegations. The committee operates solely within the House of Representatives and does not require Senate approval. The investigation has expanded to scrutinize the president’s role in the promotion of $LIBRA and the resulting impact on investors, generating ongoing political and legal pressure on President Milei and his administration.
In addition, various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Argentine Federal Prosecutor, have negatively impacted the Argentine economy and political environment. Certain government officials of previous administrations as well as high ranked officers of companies holding government contracts or concessions have faced or are currently facing allegations of corruption and money laundering as a result of these investigations. These individuals are alleged to have accepted or paid, as applicable, bribes by means of kickbacks on contracts granted by the government to several infrastructure, energy and construction companies. We have no control over and cannot predict for how long the corruption investigations will continue nor whether such investigations or allegations (or any other future investigations or allegations) will lead to further political and economic instability. In addition, we cannot predict the outcome of any such allegations nor their effect on the different sectors of the Argentine economy. See also “—We are subject to anti-bribery, anti-corruption, anti-money laundering and other laws and regulations”.
| 14 |
Risks Relating to the Electric Power Sector in Argentina
The Argentine Government has intervened in the electric power sector in the past, and is likely to continue intervening
Historically, the Argentine Government has played an active role in the electric power industry through the ownership and management of state-owned companies engaged in the generation, transmission and distribution of electric power. Moreover, the Argentine Government made a number of material changes to the regulatory framework applicable to the electric power sector since the Argentine economic crisis of 2001, including adopting Law No. 25,561 (the “Public Emergency Law”), which have had significant adverse effects on electric power generation, distribution and transmission companies and included the freezing of distribution margins, the revocation of adjustment and inflation indexation mechanisms for tariffs, a limitation on the ability of electric power distribution companies to pass on to the consumer increases in costs due to regulatory charges and the introduction of a new price-setting mechanism (i.e., remuneration of power generators) in the WEM, all of which had a significant impact on electric power generators and caused substantial price differences within the market.
In recent years, the Argentine Government has continued to declare emergencies related to the power sector, by means of Decree No. 134/2015, the Solidarity Law No. 27,541, Decree No. 55/2023 (extended through Decree No. 1023/2024, Decree No. 370/2025 and Decree No. 49/2026), Decree No. 70/2023 and Law No. 27,742. For further details, please refer to “Item 4.B. Business Overview—The Argentine Electric Power Sector—Emergency of the Electric Power Sector”.
The government of Argentina may adopt certain measures that could materially and adversely affect our business and results of operations. There is also the potential for emergency legislation and measures akin to the Public Emergency Law to be enacted in the future. Such actions could significantly alter the regulatory framework governing the electric power industry. Any changes to the regulation could indirectly have a detrimental impact on the electric power generation industry, and consequently, on our business, financial condition, and results of operations.
For instance, a significant increase in energy costs for consumers, either due to tariff hikes or reductions in consumer subsidies, may lead to a decrease in demand for the energy we generate. Such a material adverse effect on electric power demand could, in turn, result in lower revenues and poorer results of operations for electric power generation companies, including our own, than currently anticipated.
Changes in regulatory frameworks under which we sell our electricity may affect our financial condition and results of operations
We cannot assure what further changes the Argentine Government may make to the regulatory frameworks under which we sell power availability or electricity, nor that these changes will not negatively impact our results of operations. We also cannot assure under what kind of regulatory framework we will be able to sell our generation capacity and electricity in the future. Any further changes in the current applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, may adversely affect our results of operations. Some of the measures proposed by the Argentine Government may also generate political and social opposition, which may in turn prevent the Argentine Government from adopting such measures as proposed.
The factors mentioned above for both our operation of power generation and the projects under construction/development, may also lead to an impairment of property, plant and equipment and intangible assets, related to a reduction in the assessed value-in-use of certain assets that may exceed their previously recorded book value.
| 15 |
We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and other customers in the electric power sector
A substantial amount of our total revenues comes from our sales to CAMMESA. In addition, we receive significant cash flows from CAMMESA in connection with the FONINVEMEM and similar programs. Payments to us by CAMMESA, depend upon payments that CAMMESA in turn receives from other WEM agents such as electric power distributors as well as subsidies from the Argentine Government to certain users, which in turn requires additional funding to CAMMESA from the government to pay to generators.
In past years, due to regulatory conditions and long periods of frozen tariffs in Argentina’s electric power sector that affected the profitability and economic viability of power utilities, certain WEM agents defaulted on their payments to CAMMESA, which adversely affected CAMMESA’s ability to meet its payment obligations with electric power generators, including us. As a consequence of delays in payments that CAMMESA received from other WEM agents, in the past, we also experienced delays in receiving payments from CAMMESA of up to more than 90 days of month-end, rather than the required 42 days after the date of billing. Such payment delays resulted in higher working capital requirements that we would typically finance with our own financing sources. Since March 2024, CAMMESA has reduced payment delays, which now average 2 to 5 days after the expiration of the regulatory 42-day period.
Additionally, a system was implemented in the past whereby a significant portion of unpaid credits were converted into LVFVDs; a practice that could be repeated in the future, or another alternative scheme could be implemented for payments due.
On May 24, 2024, we reported that we entered into an agreement with CAMMESA within the framework of resolutions issued by the SE in connection with the debts of CAMMESA for transactions corresponding to the months of December 2023 and January and February 2024, by virtue of which outstanding debts were paid by CAMMESA as follows:
| 1. | The debts corresponding to the economic transactions for the months of December 2023 and January 2024 were paid through the delivery of public securities "BONDS OF THE ARGENTINE REPUBLIC IN US DOLLARS STEP UP 2038" (BONO USD 2038 L.A.) within ten (10) business days from the signing of the agreement; and |
| 2. | The debts corresponding to the economic transaction for the month of February 2024 were paid with the funds available in the bank accounts enabled in CAMMESA within 48 hours from the signing of the agreement. |
Given that Central Costanera S.A. (one of our subsidiaries) also accepted the offer from the Energy Secretariat, and since the bonds to be received have a parity lower than their nominal value, the subscription of the agreement with CAMMESA represented a consolidated loss for us of Ps. 32,602 million.
Argentina has certain energy transmission and distribution limitations that adversely affect the capacity of electric power generators to deliver all of the energy they can to produce, which results in reduced sales
The energy that generators can deliver to the transmission system for the further delivery to the distribution system at all times depends on the capacity of the transmission and distribution systems that connects them to it. In the past, the transmission and distribution system operated at near full capacity and both transmission and distributors were not able to guarantee an increased supply of electric power to their customers. In the past years, the increase in demand for electric power resulted in blackouts in Buenos Aires and other cities around Argentina, which resulted in excess capacity for generators. As a result, the amount of hydroelectric energy and thermal energy generated was larger than what the transmission and distribution systems are capable of transmitting or distributing. Any transmission or distribution limitation for generators could reduce the energy sold, which could adversely affect our financial condition.
| 16 |
Restrictions on the supply of energy could negatively affect Argentina’s economy
Demand for natural gas and electricity has increased substantially, driven by a recovery in economic conditions and price constraints, resulting in industry shortages and/or cost increases. In particular, Argentina has been importing gas to compensate for the shortage in local production. To pay for those imports, the Argentine Government has frequently used the Argentine Central Bank reserves due to the absence of incoming currencies from investment. Argentina’s foreign exchange reserves are particularly limited and, therefore, Argentina’s ability to deal with significant increases in international oil and gas prices remains limited. If the Argentine Government is unable to pay for gas imports to produce electricity, businesses and industries may be affected.
Moreover, the Argentine Government has taken a number of measures aimed at alleviating the short-term impact of supply restrictions on residential and industrial users such as importing liquefied natural gas transported to Argentina in vessels and, in the past, importing natural gas from Bolivia. If these measures prove to be insufficient, or if the investment that is required to increase natural gas production and energy generation over the medium-and long-term fails to materialize on a timely basis, economic activity in Argentina could be curtailed which may have a significant adverse effect on our business.
Continued disruptions in the supply of energy could cause a significant adverse impact on the electric power generation industry, and therefore, our business, financial condition and results of operations.
We operate in a heavily regulated sector that imposes significant costs on our business, and we could be subject to fines and liabilities that could have a material adverse effect on our results of operations
We are subject to a wide range of federal, provincial and municipal regulations and supervision, including laws and regulations pertaining to tariffs, labor, social security, public health, consumer protection, the environment and competition. Furthermore, Argentina has 23 provinces and one autonomous city (the City of Buenos Aires), each of which, under the Argentine National Constitution, has power to enact legislation concerning taxes, environmental matters and the use of public space. Within each province, municipal governments can also have powers to regulate such matters. Although the generation of electric power is considered an activity of general interest (actividad de interés general) subject to federal legislation, since our facilities are located throughout various provinces, we are also subject to provincial and municipal legislation. Future developments in the provinces and municipalities concerning taxes (including sales, safety and hygiene and general services taxes), environmental matters, the use of public space or other matters could have a material adverse effect on our business, results of operations and financial condition. Compliance with existing or future legislation and regulations could require us to make material expenditures and divert funds away from planned investments in a manner that could have a material adverse effect on our business, results of operations and financial condition.
In addition, our failure to comply with existing regulations and legislation, or reinterpretations of existing regulations and new legislation or regulations, such as those relating to fuel and other storage facilities, volatile materials, cyber security, emissions or air quality, hazardous and solid waste transportation and disposal and other environmental matters, or changes in the nature of the energy regulatory process may subject us to fines and penalties and have a significant adverse impact on our financial results.
Risks arise for our business from technological change in the energy market
The energy market is subject to far-reaching technological change, both on the generation side and on the demand side. For example, with respect to energy generation, the development of energy storage devices (battery storage in the megawatt range) or facilities for the temporary storage of power through conversion to gas (so-called “power-to-gas-technology”), the increase in energy supply due to new technological applications such as fracking or the digitalization of generation and distribution networks should be mentioned.
| 17 |
On the demand side, new technologies designed to increase energy efficiency, improve heat insulation, enable direct power generation at the consumer level, or enhance energy refeeding capabilities (such as power storage systems for renewable generation) may drive structural market changes. These changes could favor energy sources with low or zero carbon dioxide emissions and decentralized power generation models, including small-scale power plants located within or near residential areas or industrial facilities.
If our business is unable to react to changes caused by new technological developments and the associated changes in market structure, our equity, financial or other position, or our results, operation and business, could be materially and adversely affected.
Competition in the Electric Power Sector in Argentina may adversely affect our results of operations
The power generation markets in which we operate are characterized by numerous strong and capable participants, many of which may have extensive and diversified developmental or operating experience (including both domestic and international) and financial resources similar to or significantly greater than ours. See “Item 4.B. Business Overview-Competition”. An increase in competition could cause reductions in prices and increase acquisition prices for fuel, raw materials and existing assets and, therefore, adversely affect our results of operations and financial condition.
From time to time, we also compete with other generation companies for the megawatt of capacity that are allocated through public auction processes.
We and our competitors are connected to the same electrical grid that has limited capacity for transportation, which, under certain circumstances, may reach its capacity limits. Therefore, new generators may connect, or existing generators may increase, their outputs and dispatch more electric power to the same grid that would prevent us from delivering our energy to our customers. In addition, the Argentine Government (or any other entity on its behalf) might not make the necessary investments to increase the system’s capacity, which, in case there is an increase of energy output, would allow us and existing and new generators to efficiently dispatch our energy to the grid and to our customers. As a result, an increase in competition could affect our ability to deliver our product to our customers, which would adversely affect our business, results of operations and financial condition.
Risks Relating to Our Business
Our results depend largely on the power remuneration scheme established by the Secretariat of Energy and the collections received from CAMMESA
As of the date of this annual report, the WEM continues to operate under a highly regulated remuneration framework in which prices for energy and capacity sold into the spot market are determined by the SE and settled by CAMMESA. Except for energy sold under bilateral contracts, our revenues are largely dependent on these administratively set compensation schemes.
Since November 1, 2025, the SE introduced a new pivotal regulatory phase for the power sector, seeking to gradually deregulate it, including Res. No. 400/25 and related regulations, which updated the applicable remuneration framework and replaced several prior transitory mechanisms. Before November 2025, spot market prices were adjusted through successive resolutions (such as Res. N° 381/25, N° 356/25, N° 331/25, N° 280/25, N° 227/25, N° 177/25, N° 143/25, N° 113/25 and N° 27/25).
In recent years, the SE has also implemented exceptional and temporary remuneration mechanisms to address supply risks during peak demand periods, including contingency-based schemes applicable through 2026. These measures are inherently short-term, discretionary, and contingent on system conditions, and therefore do not provide a reliable or permanent basis for forecasting long-term revenues.
| 18 |
For a detailed discussion of the historical evolution of the Argentine power market remuneration framework, including prior resolutions and the transition from U.S. dollar-denominated to peso-denominated compensation, see Item 4.B “Business Overview—The Argentine Electric Power Sector”.
Since the enactment of Res. No. 95/13, our compensation has depended largely on the compensation determined by energy output and availability. This remuneration scheme was then subject to several modifications, implemented by means of Res. No. 529/14, Res. No. 482/2015 and Res. No. SEE 22/2016 (which established a remuneration scheme in US dollars) and Resolution 1/19 (which maintained the scheme in US dollars).
On February 27, 2020, the Secretariat of Energy of the former National Ministry of Production Development issued Resolution 31/20 which amended Resolution 1/19 and determined the remuneration scheme applicable from February 1, 2020 for Authorized Generators in the WEM, establishing Spot Sales prices in Argentine pesos. Initially, Resolution 31/20 set forth a mechanism for updating the prices denominated in Argentine Pesos. However, on April 8, 2020, the Secretariat of Energy instructed CAMMESA to postpone until further notice the application of the mechanism for updating the prices of energy and capacity provided for in Annex VI of Resolution 31/20, and the mechanism was finally repealed by means of Resolution 440/21. This has caused a material adverse effect on our business and results of operations.
Except for sales under contracts, revenues from energy production are calculated and paid by CAMMESA pursuant to a fixed and variable price system arising from Res. No. 1/19 (as amended by Res. No. 31/20, further regulations and, more recently, Res. No. 602/25, in force since December 2025).
Since March 2020, numerous resolutions have been issued updating prices discretionally (in 2025 alone, prices have been updated by Resolutions 604/24, 27/25, 113/25, 143/25, 177/2025, 227/2025, 280/2025, 331/2025, 356/2025, 381/2025, 483/2025, and 602/2025). We cannot assure you that further amendments to these remunerations will not occur in the future. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme”.
Further, as of February 2023, Resolution 59/23 is also applicable as a complementary regulation for combined cycle facilities. See “Item 5.A. Operating Results-Factors Affecting Our Results of Operations-Our Revenues-The Spot Sales”, “Item 3.D. Risk Factors—Risks Relating to the Electric Power Sector in Argentina—We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and other customers in the electric power sector” and “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme”).
Moreover, Res. No. 294/2024 , published in the Official Gazette on October 2, 2024, established the 'Contingency and Preparation Plan for the Critical Months of the 2024/2026 Period' (the “Contingency Plan”). The Contingency Plan aims to prevent, reduce, and mitigate potential challenges in energy supply during critical days within the 2024/2026 period, outlining specific actions to be carried out by the Ministry of Energy (SE) in the generation, transmission, and distribution sectors of electricity. For power generation, the resolution proposes an additional, complementary, and exceptional remuneration, with prices for both energy and power set in US dollars (see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme”).
More recently, Res. No. 21/2025 authorized projects for the generation, self-generation, or cogeneration of electricity from conventional thermal, hydroelectric, or nuclear sources to enter into supply contracts with demand agents, distributors, or large users of the WEM, in accordance with the Procedures for the Scheduling of Operations, Load Dispatch, and Price Calculation. On the other hand, said resolution, by replacing article 8 of Resolution 95/13, authorized thermal generators operating in the spot market to acquire their own fuel, with CAMMESA remaining as supplier of last resort. Furthermore, it established that the costs associated with managing proprietary fuels will be valued based on the reference prices declared in the 'Declaration of Variable Production Costs', including freight, transportation, natural gas distribution, taxes, and related fees.
| 19 |
Our revenues are significantly influenced by the decisions of regulatory authorities. The absence of stable mechanisms for price updates, along with the Argentine Government’s failure to provide regulated remuneration increases or to implement such increases promptly, could materially and negatively affect our revenues. Consequently, this could lead to adverse effects on our operational results.
Factors beyond our control may affect or delay the completion of the awarded projects or alter our plans for the expansion of our existing plants
With regards to projects currently under development or new potential projects, several factors may affect, delay or cancel the completion of such projects currently under development or new projects: (i) sustained or prolonged disease outbreaks and pandemics, that may result in restrictions to mobility and the development of any such projects, as scheduled, (ii) the economic recession in Argentina, (iii) the decrease in demand of electric energy, (iv) the lack of available financing, and (v) the reduction in the prices of electric energy for power units under Spot Sales, among others.
Delays in construction or commencement of operations of expanded capacity in our existing power plants or our new power plants could lead to an increase in our financial needs and cause our financial returns on new investments to be lower than expected, which could materially adversely affect our financial condition and results of operations. Furthermore, delays in the commencement of operation of our gas turbines has negatively affected its estimated recoverability See “Item 5.A. Operating Results-Critical Accounting Policies-Impairment of Property, Plant and Equipment”.
Factors that may impact our ability to commence operations at our existing power plants, expand their power capacity or build new power plants include: (i) the failure of contractors to complete or commission the facilities or auxiliary facilities by the agreed-upon date or within budget; (ii) the unexpected delays of third parties such as gas or electric power distributors in providing or agreeing to project milestones in the construction or development of necessary infrastructure linked to our generation business; (iii) the delays or failure by our turbine suppliers in providing fully operational turbines in a timely manner; (iv) difficulty or delays in obtaining the necessary financing in terms satisfactory to us or at all; (v) delays in obtaining regulatory approvals, including environmental permits; (vi) court rulings against governmental approvals already granted, such as environmental permits; (vii) shortages or increases in the price of equipment reflected through change orders, materials or labor; (viii) opposition by local and/or international political, environmental and ethnic groups; (ix) strikes; (x) adverse changes in the political and regulatory environment in Argentina; (xi) unforeseen engineering, environmental and geological problems and(xii) adverse weather conditions, natural disasters, accidents or other unforeseen events. Any cost overruns could be material. In addition, any of these other factors may cause delays in the completion of expanded capacity at our existing power plants or the construction of our new power plant, which could have a material adverse effect on our business, financial condition and results of operations. These delays may also result in short-term sanctions by CAMMESA and, in extreme cases, sanctions for the duration of the contract.
Our business may require substantial capital expenditures for ongoing maintenance requirements and the expansion of our installed generation capacity
Incremental capital expenditures may be required to fund ongoing maintenance necessary to maintain our power generation and operating performance and improve the capabilities of our electric power generation facilities. Furthermore, capital expenditures will be required to finance the cost of our current and future expansion of our generation capacity. If we are unable to finance any such capital expenditures in terms satisfactory to us or at all, our business and the results of our operations and financial condition could be adversely affected. Our financing ability may be limited by market restrictions on financing availability for Argentine companies. See “—Risks Relating to Argentina— Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth and may negatively impact our financial condition or cash flows” and “Item 4.B. Business Overview”.
| 20 |
Covenants in our indebtedness could adversely restrict our financial and operating flexibility
Some of our current indebtedness includes, and our future indebtedness may include, affirmative and restrictive covenants that limit our ability to create liens, incur additional indebtedness, making capital expenditures, dispose of our assets, pay dividends, or consolidate, merge or sell part of our businesses, and require us to maintain certain financial ratios. See “Item 5.B. Liquidity and Capital Resources—Indebtedness”. These restrictions may limit our ability to operate our business and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise. The breach of any of these covenants or the failure to meet any of such conditions could result in a default under the relevant indebtedness. Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If any such default occurs, the holders of such indebtedness may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding amounts, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. Further, any such default occurs, it could, in turn, result in a default and acceleration of our other outstanding debt obligations, which would have a further material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations. If any of our debt were to be accelerated, our assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration.
We may be unable to refinance our outstanding indebtedness, or the refinancing terms may be materially less favorable than their current terms, which would have a material adverse effect on our business, financial condition and results of operations
Factors beyond our control may impair our ability to meet our debt obligations or increase the cost of financing, which in turn, could have a material adverse effect on our cash flow, results of operations and overall financial position.
There is no assurance that we will be able to extend the maturity or otherwise refinance our outstanding indebtedness, or that we may be required to agree to refinancing terms that may be materially less favorable than the terms of our current loans. Any amendment to or refinancing of our indebtedness could result in higher interest rates and may require us to comply with more burdensome restrictive covenants, which may have a material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations.
If we are unable to refinance our debt in favorable terms, we may be forced to reduce or delay capital expenditures, seek additional equity capital, restructure our debt, curtail or eliminate our cash dividend to stockholders, or sell assets. Non-payment of our obligations or any other default under any of our debt instruments could, in turn, result in a default and acceleration of our other outstanding debt obligations, which would have a further material adverse effect on our business, ability to meet our payment obligations, financial condition, and results of operations. If any of our debt were to be accelerated, our assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration.
Our future operational rights and economic returns from Piedra del Águila are now tied to the terms of the newly awarded concession and to ongoing compliance with regulatory and contractual provisions
On August 22, 2025, the Argentine Government launched the public tender for the concession rights and sale of shares of the hydroelectric concessionaires of the Comahue system (Alicurá, El Chocón, Cerros Colorados and Piedra del Águila), which was formally published on CONTRAT.AR under the procurement process 504/2-0001-CPU25 designated “Venta de las acciones de las concesionarias Hidroeléctricas del Comahue” The Pliego de Bases y Condiciones included detailed requirements relating to economic, financial and technical capacity to participate as a bidder and set minimum eligibility criteria for participants.
Following the opening of bids and administrative evaluation process, on December 22, 2025, the government signed the concession contracts for the four hydroelectric complexes, including Piedra del Águila. These contracts formalized the transfer of concession rights (which became effective on January 9, 2026) under the terms of the public tender.
| 21 |
As of the date of this annual report, the concession rights for Piedra del Águila and the other major hydroelectric facilities are governed by the new long-term concession contracts awarded through the transparent public tender process mandated by Decree No. 718/2024 and Decree No. 263/2025. These new concessions are subject to regulatory and performance obligations, potential investment commitments, compliance requirements, and standards specified in the applicable pliego and concession contract. Piedra del Àguila has a total installed capacity of 1,440 MW, and represented approximately 14.43% of our total electric energy generation in 2025, and 1.8% of total domestic generation according to CAMMESA’s 2025 wholesale electricity annual market report.
Any adverse change in government policy, concession conditions, deadlines, or enforcement practices could materially and negatively impact our ability to operate the HPDA plant profitably and have a material adverse effect on our results of operations, financial condition and cash flows. Risks include, among others, potential obligations for additional capital investments required by the new concession terms and regulatory conditions or performance criteria that differ materially from the legacy concession.
The HPDA Concession Agreement executed between us and the Argentine Government, pursuant to which we were permitted to operate our Piedra del Águila plant, expired on December 28, 2023, and did not provide for an automatic renewal. However, Resolution No. 574/2023, published on July 11, 2023, extended the permit for an additional 60 days (extendable for another 60 days), and so did Resolution 02/24, issued by the SE, which was set to expire on April 27, 2024. In addition, on March 15, 2024, Resolution 33/24, issued by the SE, extended once again the transition period for 60 days setting the expiration date on June 28, 2024. On August 14, 2024, by virtue of Decree No. 718/2024 issued by the current administration, the concession was extended until December 28, 2025. On April 9, 2025, Decree No. 263/2025 was issued, setting a period of 15 days to launch the National and International Public Tender provided for under Decree No. 718/2024 (as amended by Decree No. 895/2024) for purposes of offering certain hydro assets (including HPDA) to private investors for a new concession term.
For a detailed historical discussion of the regulatory context, see “Business Overview—The Argentine Electric Power Sector” and “Risk Factors—Risks Relating to the Electric Power Sector in Argentina”.
Future changes in the rainfall amounts in the Limay River basin could adversely affect the revenues from the Piedra del Águila concession and, therefore, our financial results
As a hydroelectric facility, Piedra del Águila depends on the availability of water resources in the Limay River basin for electric power generating purposes, which in turn depends on the rainfall amounts in the area and water from thaw. Lack of water resulted in lower electric power generation and, therefore, lower revenue.
In the event of critically low water levels, the Intergovernmental Basin Authority, which is in charge of managing the basin of the Limay, Neuquén and Negro rivers, is entitled to manage the water flows according to its flow control standards, which could result in lower water resources for us, which in turn, would result in decreased generation activities. Further, under the HPDA Concession Agreement, we are not entitled to receive any compensation for revenue losses as a result of such actions.
The Limay River basin’s flow may not be sufficient to maintain a regular generation level at Piedra del Águila and the enforcement authority may implement unfavorable measures for Piedra del Águila, which could adversely affect our financial condition and our results of operations. For further information about Piedra del Águila’s seasonality, see “Item 4.B. Business Overview-Seasonality”.
| 22 |
Our ability to operate wind and solar farms profitably is highly dependent on suitable wind or sun and associated weather conditions, climate change and energy transition could affect our business.
The amount of energy generated by, and the profitability of, wind and solar farms are highly dependent on climate conditions, particularly wind conditions and irradiance, which can vary materially across locations, seasons and years. Variations in wind conditions at wind farm sites and irradiance at solar plant sites occur as a result of daily, monthly and seasonal fluctuations in wind currents and irradiance and, over the longer term, as a result of more general climate changes and shifts. Because turbines will only operate when wind speeds fall within certain specific ranges that vary by turbine type and manufacturer, if wind speeds fall outside or towards the lower end of these ranges, energy output at our wind farms would decline.
Similarly, projections of solar resources depend on assumptions about weather patterns, shading and irradiance, which are inherently uncertain and may not be consistent with actual conditions at the site. During the development phase and prior to the construction of any wind or solar farm, a wind or solar resource study to evaluate the potential wind or solar resource of the site is typically conducted over a period of several years. These wind or solar studies have been conducted by our own team and independent technical consultants with respect to the estimated load factor resulting from our wind studies and the model of turbines used. We base our core assumptions and investment decisions on the findings of these studies. We cannot assure you that observed climate conditions at a project site will conform to the assumptions that were made during the project development phase on the basis of these studies, and, therefore, we cannot assure that our wind or solar farm projects will be able to meet their anticipated production levels. It is possible that future wind or solar resource patterns and electricity production at our wind or solar farms will not reflect the historical wind or solar resource patterns at the respective sites or the projections, and wind or solar resource patterns at each site will change over time. If, in the future, the wind resource in the areas where our wind farms are located or the solar resource in the areas where our solar plants are located is lower than expected, electricity production at such wind farms and/or solar plants would be lower than expected and consequently could materially adversely affect our results of operations.
If in the future the wind resource in the areas where our wind farms are located is lower than expected, electricity production at such wind farms would be lower than expected and consequently could materially adversely affect our results of operations.
Climate change and energy transition could affect our business
We are and will be, directly and indirectly, subject to the effects of climate change and may, directly or indirectly, be affected by local and national laws, as well as international treaties and conventions, and implementing regulations related to climate change. Any passage of climate control treaties, legislation, or other regulatory initiatives by the Argentine Government that restrict emissions of greenhouse gases (“GHGs”) could require us to make significant financial expenditures that we cannot predict with certainty at this time. This could include, for example, the adoption of regulatory frameworks to reduce GHG emissions, such as carbon dioxide, methane and nitrogen oxides. Changes in the regulatory framework could also indirectly impact our business through changes in technology or consumer behavior.
In 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, focusing on implementing policies, strategies, actions, programs and projects to prevent, mitigate or minimize the damages or impacts associated with climate change. During 2021, the Secretariat of Energy issued Resolution No. 1,036/2021 approving the Guidelines for an Energy Transition Plan to 2030 to comply with its new national decarbonization commitments. If additional requirements were adopted in Argentina, these requirements could increase our production costs (including compliance related costs such as for monitoring or reducing emissions) and adversely impact our competitiveness and may also shift demand toward low-carbon sources, such as renewable energies.
The risks associated with climate change could impact our operations due to severe weather events, change the consumer profile, talent attraction, and energy transitions in the world economy towards a lower carbon matrix. These factors may have a negative impact on the demand for our products and may affect the implementation and operation of our businesses, adversely impacting our operating and financial results and limiting our growth opportunities.
| 23 |
The pace and extent of the energy transition could pose a risk if our own transition towards decarbonization does not move in sync with society. If we are slower than society, our reputation may suffer and customers may prefer a different supplier, which would adversely impact demand for our products. If we move faster than society, we risk investing in technologies, markets or low-carbon products that are unsuccessful because there is limited demand for them. Our failure to time the transition of our production to address climate-change related concerns could have a material adverse effect on our earnings, cash flows and financial condition.
Our power plants and forest assets are subject to the risk of mechanical, electrical failures and various catastrophic events, and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business and financial performance
Our power generation units are at risk of mechanical or electrical failure and may experience periods of unavailability affecting our ability to generate electric power. Past failures on our generators, turbines and transformers have adversely affected our results of operations. Any unplanned unavailability of our generation facilities may adversely affect our financial condition or results of operations.
Our forest assets are subject to the risk of various catastrophic events, including but not limited to the occurrence of significant fires or wide-spread insect or pest infestations on one or more of our assets, severe regional or local weather events or trends, drought, flooding, major earthquakes, and significant geopolitical conditions or developments.
Our generation facilities, or the third-party fuel transportation or electric power transmission infrastructure that we rely on, may be damaged by flooding, fires, earthquakes and other catastrophic disasters arising from natural or accidental or intentional human causes. We could experience severe business disruptions, significant decreases in revenues based on lower demand arising from catastrophic events, or significant additional costs to us not otherwise covered by business interruption insurance clauses. There may be an important time lag between a major accident, catastrophic event or terrorist attack and our definitive recovery from our insurance policies, which typically carry non-recoverable deductible amounts, and in any event are subject to caps per event. Any of these events could cause adverse effects on the energy demand of some of our customers and of consumers generally in the affected market. These considerations could have a material adverse effect on our business, financial condition, and our results of operations.
Although we comply with all applicable environmental safety laws and best practices, any accident involving the fuels with which we operate could have adverse environmental consequences and could damage our industrial facilities or our personnel. Any structural damage to the dam or any other structure located in any of our hydroelectric plants could compromise its electric power generating capacity. Any generation constraints resulting from structural damage could have a material adverse effect on our financial condition and results of operations.
For more information please see "Item 4.B Business Overview—Maintenance".
Our insurance policies may not fully cover damage, and we may not be able to obtain insurance against certain risks
We maintain insurance policies intended to mitigate our losses due to customary risks. These policies cover certain of our assets against loss for physical damage, loss of revenue and also third-party liability. However, we may not have sufficient insurance to cover any particular risk or loss. If an accident or other event occurs that is not covered by our current insurance policies, such as cybersecurity risk, we may experience material losses or have to disburse significant amounts from our own funds, all of which could have a material adverse effect on our operations and financial position. In addition, an insufficiency in our insurance policies could have an adverse effect on us. In such case, our financial condition and our results of operations could be adversely affected. See “Item 16.K. —Cybersecurity”.
| 24 |
We may be exposed to lawsuits and or administrative proceedings that could adversely affect our financial condition and results of operations
In the ordinary course of our business, we enter into agreements with CAMMESA and other parties. Litigation and/or regulatory proceedings are inherently unpredictable, and excessive verdicts do occur. Adverse outcomes in lawsuits and investigations could result in significant monetary damages, including indemnification payments, or injunctive relief that could adversely affect our ability to conduct our business and may have a material adverse effect on our financial condition and results of operations.
Energy demand is seasonal, largely due to climate conditions
Energy demand fluctuates according to the season and climate conditions may materially and adversely impact energy demand. During the summer in Argentina (December through March), energy demand may increase significantly due to the need for air conditioning, and, during winter (June through September), energy demand may fluctuate according to the needs for lighting and heating. As a result, seasonal changes could materially and adversely affect the demand for energy and, consequently, affect our results of operations and financial condition.
We may undertake acquisitions and investments to expand or complement our operations that could result in operating difficulties or otherwise adversely affect our financial conditions and results of operations
In order to expand our business, from time to time, we may carry out acquisitions and investments which offer added value and are consistent with or complementary to our business strategy.
Therefore we may be exposed to various risks, including those arising from: (i) not having accurately assessed the value, future growth potential, strengths, weaknesses and potential profitability of potential acquisition targets; (ii) difficulties in successfully integrating, operating, maintaining or managing newly-acquired operations, including personnel; (iii) unexpected costs of such transactions; (iv) difficulties in obtaining the necessary financing and successfully reaching any required financial closing; or (v) unexpected contingent or other liabilities or claims that may arise from such transactions. If any of these risks were to materialize, it could adversely affect our financial condition and results of operations.
If we were to acquire another company in the future, such acquisition could be subject to the Argentine Antitrust Authority’s approval
As of the date of this annual report, the merger control review and antitrust practices investigation in Argentina is carried out by a double-tiered structure. The technical analysis is performed by the Argentine Antitrust Commission (the “CNDC,” for its Spanish acronym), which issues a non-mandatory report to the Secretariat of Domestic Trade (the “SDT,” and together with the CNDC, the “Antitrust Authority”). The SDT then issues the final resolution for all matters related to the Argentine Antitrust Act.
The Antitrust Authority is currently serving as the interim enforcement agency until the National Competition Authority (“NCA”), the National Competition Tribunal (Competition Tribunal), Secretariat of Anti-competitive practices, and Secretariat of Economic Concentrations are appointed, as mandated by the Argentine Antitrust Act.
The main change introduced by the Argentine Antitrust Act is the shift from a post-merger control review to a pre-merger control regime. However, this system will only take effect one year after the NCA is duly constituted and in full operation. In the meantime, a mandatory notification must be submitted prior to or within one week of the closing (effective takeover) of any economic concentration. The post-closing notification requirement still applies in Argentina.
However, a system for reviewing economic concentrations prior to closing will begin operating on November 17, 2026. The NCA consists of: (i) the National Competition Tribunal (Competition Tribunal); (ii) the Secretariat of Anti-competitive practices, and (iii) the Secretariat of Economic Concentrations.
If the Argentine Antitrust Authority were to reject any business combination or if such authority were to take any action to impose conditions or performance commitments on us as part of the approval process for any business combination, it could adversely affect our financial condition and results of operations and prevent us from achieving the benefits anticipated from such acquisition.
| 25 |
We depend on senior management and other key personnel for our current and future performance
Our current and future performance depends to a significant degree on our qualified senior management team, and on our ability to attract and retain qualified management. Our future operations could be harmed if any of our senior executives or other key personnel ceased working for us. Competition for senior management personnel is intense, and we may not be able to retain our personnel or attract additional qualified personnel. The loss of a member of senior management may require the remaining executive officers to divert immediate and substantial attention to fulfilling his or her duties and of seeking a replacement. Any inability to fill vacancies in our senior executive positions on a timely basis could harm our ability to implement our business strategy, which would harm our business and results of operations.
We could be affected by material actions taken by the trade unions
Labor relations in Argentina are governed by specific legislation, such as labor Law No. 20,744 and Collective Bargaining Law No. 14,250, which, among other things, dictate how salary and other labor negotiations are to be conducted. Every industrial or commercial activity is regulated by a specific collective bargaining agreement (“CBA”) that groups companies together according to industry sectors and by trade unions. While the process of negotiation is standardized, each chamber of industrial or commercial activity separately negotiates the increases of salaries and labor benefits with the relevant trade union of such commercial or industrial activity.
Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to the high levels of inflation, employees and labor organizations are demanding significant wage increases.
Although we have stable relationships with our workforce, in the past we experienced organized work stoppages and strikes, and we may face such work stoppages or strikes in the future. Also, we could be indirectly affected by actions taken by trade unions related to suppliers or other related parties. Labor claims are common in the Argentine energy sector, and in the past, unionized employees have blocked access and caused damages to the facilities of various companies in the industry. Moreover, we have no insurance coverage for business interruptions caused by workers’ actions, which could have an adverse effect on our results of operations.
Our equipment, facilities and operations are subject to environmental, health and safety regulations
Our generation business is subject to federal and provincial laws, as well as to the supervision of governmental agencies and regulatory authorities in charge of enforcing environmental laws and policies. We operate in compliance with applicable laws and in accordance with directives issued by the relevant authorities and CAMMESA; however, it is possible that we could be subject to controls, which could result in penalties to be imposed on us. In addition, future environmental regulations could require us to make investments to comply with the requirements set by the authorities, instead of making other scheduled investments and, as a result, could have a material adverse effect on our financial condition and our results of operations.
We are subject to anti-bribery, anti-corruption, anti-money laundering and other laws and regulations
We are subject to anti-bribery, anti-corruption, anti-money laundering and other laws and regulations. We may be subject to investigations and proceedings by authorities for alleged infringements of these laws. Although we perform compliance processes and maintain internal control systems, these proceedings may result in fines or other liabilities and could have a material adverse effect on our reputation, business, financial conditions and result of operations. If any such subsidiaries, employees or other persons engage in fraudulent, corrupt, or other unfair business practices or otherwise violate applicable laws, regulations, or internal controls, we could become subject to one or more enforcement actions or otherwise be found to be in violation of such laws, which may result in penalties, fines, and sanctions and in turn adversely affect our reputation, business, financial condition and result of operations.
| 26 |
A cyberattack could adversely affect our business, balance sheet, results of operations and cash flow
We depend on the efficient and uninterrupted operation of our inter-plant communication systems, for which we have all our links redundant, providing greater security and minimizing the risks of outage. Additionally, we have redundant links with CAMMESA. Temporary or long-lasting failures of our inter-plant communication systems, including their links redundant, could have a material adverse effect on our operations. In general, information security risks have increased in recent years as a result of the proliferation of new and more sophisticated technologies and also due to cyberattack activities. As part of our development and initiatives, more equipment and systems have been connected to the Internet. We also rely on digital technology including information systems to process financial and operational information. Due to the critical nature of our infrastructure and our business and the increased accessibility allowed through the Internet connection, we could face an increased risk of cyberattacks such as computer break-ins, phishing, ransomware, identity theft and other disruptions that could negatively affect the security of information stored in and transmitted through our computer systems and network infrastructure. Despite significant efforts to create security barriers to cybersecurity threats, it is nearly impossible for us to completely mitigate these risks, in particular, as the frequency and sophistication of cyberattacks increases. For example, cybersecurity researchers anticipate an increase in cyberattack activity in connection with the misuse of artificial intelligence. The security measures we have integrated into our internal networks and systems, and into our platform and products may not function as expected or may not be sufficient to protect our internal networks, platform and products against certain attacks. We did not experience any cybersecurity incidents in 2025 and have not experienced any in prior years; however, there can be no assurance that we will not experience such incidents in the future.
In the event of a cyberattack targeting our infrastructure or that of third parties and vendors providing services to us, we could experience an interruption of our commercial operations, material damage and loss of customer information; a substantial loss of income or accounts balance, suffering response costs and other economic losses; and it could subject us to more regulation and litigation and damage to our reputation. Although we intend to continue to implement security technology devices and establish operational procedures to prevent disruption resulting from, and counteract the negative effects of cybersecurity incidents, it is possible that not all our current and future systems are or will be entirely free from vulnerability and these security measures will not be successful. Accordingly, cybersecurity is a material risk, and a cyber-attack could adversely affect our business, results of operations and financial condition.
Our thermal generation plants require a continuous supply of natural gas and, to a lesser extent, liquid fuels to operate. The availability, cost and procurement conditions of these fuels have historically been, and may continue to be, affected by several factors beyond our control, including fluctuations in domestic and international fuel prices, macroeconomic conditions, geopolitical events, infrastructure constraints, and changes in Argentine energy policy and regulation
In 2025, the Argentine Government introduced regulatory changes aimed at progressively decentralizing fuel procurement and increasing generators’ responsibility for managing their own fuel supply. In particular:
Res. No. 21/25 authorized generators, self-generators and co-generators to procure their own fuel and established CAMMESA as a supplier of last resort, while providing that fuel costs associated with self-procurement would be valued based on reference prices declared in generators’ Variable Production Cost Declarations, subject to regulatory conditions.
Res. No. 400/25 further advanced the normalization and restructuring of the WEM by setting out a framework for the progressive transition toward fuel self-procurement, for both natural gas and liquid fuels. Under this framework, Plan Gas contractual volumes administered by CAMMESA are expected to remain in effect until the expiration of their respective contractual terms through December 2028, while generators increasingly assume responsibility for securing incremental fuel supplies outside the Plan Gas framework. The resolution contemplates a phased transition, with CAMMESA’s role as centralized fuel supplier being gradually reduced.
| 27 |
As a result of these changes, we may be required, in whole or in part, to procure natural gas and/or liquid fuels directly from third parties at market-based prices, manage related transportation and logistics, and bear the risk of supply interruptions or price volatility. We cannot assure you that we will be able to secure adequate fuel supplies on commercially acceptable terms, that such fuel costs will be fully recognized or reimbursed under the applicable remuneration regime, or that any reimbursement will be made on a timely basis.
In addition, the delivery of natural gas and liquid fuels depends on the availability and reliability of physical infrastructure, including pipelines, transportation facilities, storage capacity and import logistics. Disruptions, curtailments or capacity constraints affecting this infrastructure could limit fuel availability or increase costs, which could result in reduced dispatch, higher operating expenses or temporary shutdowns of certain thermal units.
Our cost structure, margins, liquidity and results of operations could be materially and adversely affected if fuel self-procurement becomes mandatory or more prevalent more rapidly than anticipated, if fuel costs are not fully recoverable through market prices or regulatory mechanisms, or if fuel supply disruptions occur.
Even if we were able to source the requisite natural gas or liquid fuel and CAMMESA accepted to reimburse us for such amounts, it may be uncertain when such reimbursements would occur. In addition, natural gas delivery depends on the infrastructure (including barge facilities, roadways and natural gas pipelines) available to serve each generation facility. As a result, our thermal plants are subject to the risks of disruptions or curtailments in the fuel delivery chain and infrastructure. Any such disruption or curtailment may result in the unavailability, or higher prices, of natural gas or liquid fuel. Moreover, if in the future we are required to purchase our own natural gas or liquid fuel from third parties at prices that are not fully reimbursable by CAMMESA, such situation may have a material adverse effect on our financial condition and results of operations. Resolution No. 70/2018 enabled generators to purchase fuel in the open market. With the enactment of Resolution No. 12/2019, the effectiveness of Section 8 of Resolution No. 95/2013 and Section 4 of Resolution No. 529/2014 was reinstated, centralizing fuel purchases through CAMMESA. However, Resolution No. 21/2025 removed the prohibition that prevented generators, self-generators, or cogenerators of electricity from conventional thermal, hydroelectric, or nuclear sources from acquiring their own fuel, exempting them from the suspension established in Section 9 of Resolution No. 95/2013.
For additional information, see “Item 4.B. Business Overview—The Argentine Electric Power Sector” and “Item 3.D. Risk Factors—Risks Relating to the Electric Power Sector in Argentina”.
We may incur losses as a result of natural disasters that may affect our forestry assets.
Forests are subject to a number of natural hazards, including damage by fire, severe windstorms, insects, disease, flooding and landslides. Changes in global climate conditions may intensify these natural hazards. Severe weather conditions and other natural disasters can also reduce the productivity of our assets and disrupt the harvesting and delivery of forest products.
Although preventive measures may help mitigate damage, such weather events and natural disasters could result in severe business disruptions, property damage, injuries or loss of life, and delays in recovery may be significant. Any such event could have a material adverse effect on our business, reputation, financial condition, results of operations, liquidity and cash flows. Further, these events could result in government enforcement actions or regulatory penalties, litigation and/or civil or governmental actions.
| 28 |
Risks Relating to our Shares and ADSs
It may be difficult for you to obtain or enforce judgments against us
We are incorporated in Argentina. All of our directors and executive officers reside outside the United States, and substantially all of our and their assets are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon these persons or to enforce judgments against them or us in U.S. courts. We have been advised by our special counsel, Bruchou & Funes de Rioja, that there is doubt as to the enforceability in original actions in Argentine courts of liabilities predicated solely on U.S. federal securities laws and as to the enforceability in Argentine courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of U.S. federal securities laws. The enforcement of such judgments will be subject to compliance with certain requirements under Argentine law, such as Articles 517 through 519 of the Argentine Code of Civil and Commercial Procedure, including the condition that such judgments do not violate the principles of public policy of Argentine Law, as determined by an Argentine court. In addition, an Argentine court will not order an attachment on property located in Argentina and determined by such court to be essential for the provision of a public service.
Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, shares underlying the ADSs
In 2001 and 2002 Argentina imposed exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments abroad, including payments of dividends. In addition, new regulations were issued in the last quarter of 2011, which significantly curtailed access to the Foreign Exchange Market by individuals and private sector entities. In December 2015 the 2015-2019 administration lifted many of the foreign exchange restrictions imposed in 2011, including the lifting of certain restrictions for the repatriation of portfolio investment by non-resident investors.
After almost four years of unrestricted capital flows, the Argentine Government reimposed restrictions on the conversion of Argentine currency into foreign currencies and on the remittance to foreign investors of proceeds from their investments in Argentina. Beginning in September 2019, the Argentine Government implemented monetary and foreign exchange control measures that included restrictions on the transfer of funds abroad, including dividends, without prior approval by the Central Bank or fulfillment of certain requirements. Even though the current administration has already begun to gradually ease foreign exchange controls, certain restrictions imposed since 2019 remain in place, including restrictions on outward remittances of foreign currency to make dividend payments. However, on April 11, 2025, the Central Bank issued Communication “A” 8226, providing that entities may access the foreign exchange market to remit dividends to non-resident shareholders, provided such dividends arise from distributable profits recorded in regular, audited annual financial statements for fiscal years beginning on or after January 1, 2025. See “—Exchange Controls”.
In such a case, the Depositary for the ADSs may hold the Argentine pesos it cannot convert for the account of the ADS holders. In addition, any future adoption by the Argentine Government of additional restrictions to the movement of capital out of Argentina may affect the ability of our foreign shareholders and holders of ADSs to obtain the full value of their shares and ADSs and may adversely affect the market value of the ADSs.
We are traded on more than one market, and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets
Our common shares are listed on the BYMA and, since February 2, 2018, our ADSs are listed on the NYSE. Any markets that may develop for our common shares or for the ADSs may not have liquidity and the price at which the common shares or the ADSs may be sold is uncertain.
Trading in the ADSs or our common shares on these markets takes place in different currencies (U.S. dollars on the NYSE and pesos on the BYMA), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of the securities on these two markets may differ due to these and other factors. Any decrease in the price of our common shares on the BYMA could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying common shares for trading on the other market without effecting necessary procedures with the ADS Depositary. This could result in time delays and additional cost for holders of ADSs.
| 29 |
Under Argentine Corporate Law, shareholder rights may be fewer or less well defined than in other jurisdictions
Our corporate affairs are governed by our bylaws and by the Argentine Corporate Law, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States (such as Delaware or New York), or in other jurisdictions outside Argentina. Thus, the rights of holders of our ADSs or holders of our common shares under the Argentine Corporate Law to protect their interests relative to actions by our board of directors (our “Board of Directors”) may be fewer and less well defined than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets may not be as highly regulated or supervised as the U.S. securities markets or markets in some of the other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, or other jurisdictions outside Argentina, putting holders of our common shares and the ADSs at a potential disadvantage.
Holders of our common shares and the ADSs located in the United States may not be able to exercise preemptive or accretion rights
Under the Argentine Corporate Law, if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe a proportional number of shares to maintain their existing ownership percentage. Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, known as accretion rights. Upon the occurrence of any future increase in our capital stock, United States holders of common shares or ADSs will not be able to exercise the preemptive and related accretion rights for such common shares or ADSs unless a registration statement under the Securities Act is effective with respect to such common shares or ADSs or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to those common shares or ADSs. We may not file such a registration statement, or an exemption from registration may not be available. Unless those common shares or ADSs are registered or an exemption from registration applies, a U.S. holder of our common shares or ADSs may receive only the net proceeds from those preemptive rights and accretion rights if those rights can be sold by the ADS Depositary; if they cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of common shares or ADSs located in the United States may be diluted proportionately upon future capital increases.
Voting rights, and other rights, with respect to the ADSs are limited by the terms of the deposit agreement
Holders may exercise voting rights with respect to the common shares underlying ADSs only in accordance with the provisions of the deposit agreement. There are no provisions under Argentine law or under our bylaws that limit ADS holders’ ability to exercise their voting rights through the ADS Depositary with respect to the underlying common shares, except if the ADS Depositary is a foreign entity and it is not registered with the Argentine corporate register (the Inspección General de Justicia, or “IGJ”). The ADS Depositary is registered with the IGJ. There are, however, practical limitations upon the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with such holders. For example, Argentine Capital Markets Law requires us to notify our shareholders by publications in certain official and private newspapers of at least 20 and no more than 45 days in advance of any shareholders’ meeting. ADS holders will not receive any notice of a shareholders’ meeting directly from us. In accordance with the deposit agreement, we will provide the notice to the ADS Depositary, which will in turn, if we so request, as soon as practicable thereafter provide to each ADS holder:
| · | the notice of such meeting; | |
| · | voting instruction forms; and | |
| · | a statement as to the manner in which instructions may be given by holders. |
| 30 |
To exercise their voting rights, ADS holders must then provide instructions to the ADS Depositary how to vote the shares underlying ADSs. Because of the additional procedural step involving the ADS Depositary, the process for exercising voting rights will take longer for ADS holders than for holders of our common shares. Except as described in this annual report, holders of the ADS will not be able to exercise voting rights attaching to the ADSs.
Section 7.6 of the deposit agreement provides that each of the parties to the deposit agreement (including, without limitation, each holder and beneficial owner) waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding against us and/or the ADS Depositary. This provision may have the effect of limiting and discouraging lawsuits against us and/or the ADS Depositary. You may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.
The relative volatility and illiquidity of the Argentine securities markets may substantially limit our ADS holders’ ability to sell common shares underlying the ADSs at the price and time they desire
Investing in securities that trade in developing countries, such as Argentina, often involves greater risk than investing in securities of issuers in the United States (see “Risks Relating to Argentina—All our revenues are generated in Argentina and therefore we are exposed to country-specific risks and to fluctuations in macroeconomic, political, regulatory, and social conditions”). The Argentine securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. During the third quarter of 2022 the ten largest companies in terms of their weight in the S&P MERVAL index represented approximately 80.00 % of its composition. Accordingly, although holders of our ADSs are entitled to withdraw the common shares underlying the ADSs from the ADS Depositary at any time, their ability to sell such shares at a price and time at which they wish to do so may be substantially limited. Furthermore, new capital controls imposed by the Central Bank could have the effect of further impairing the liquidity of the BYMA by making it unattractive for non-Argentines to buy shares in the secondary market in Argentina. See “Item 10.D.—Exchange Controls”.
If there are substantial sales of our common shares or the ADSs, the price of the common shares or of the ADSs could decline
Sales of substantial number of our common shares or the ADSs could cause a decline in the market price of our common shares. In addition, if our significant shareholders, directors and members of senior management listed in “Item 6. Directors, Senior Management and Employees—Senior Officers,” who, as of April 17, 2026, own in aggregate 0.10% of our outstanding common shares, sell our common shares or the ADSs or the market perceives that they intend to sell them, the market price of our common shares or the ADSs could drop significantly.
Our shareholders may be subject to liability for certain votes of their securities
Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the payment of the shares they subscribe. However, shareholders who have a conflict of interest with us and who do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine Corporate Law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.
As a foreign private issuer, we are exempt from several rules under the U.S. securities laws and are permitted to file less information with the Commission than a U.S. company. This may limit the information available to holders of our ADSs
We are a “foreign private issuer,” as defined in the SEC’s rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. Moreover, while we expect to submit quarterly interim consolidated financial data to the Commission under cover of the Commission’s Form 6-K, we are not required to file periodic reports and financial statements with the Commission as frequently or as promptly as U.S. public companies. Accordingly, there may be less information concerning our company publicly available than there is for U.S. public companies.
| 31 |
As a foreign private issuer, we are not subject to certain NYSE corporate governance rules applicable to U.S. listed companies
We rely on a provision in the NYSE Listed Company Manual that allows us to follow Argentine law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the NYSE.
For example, we are exempt from NYSE regulations that require a listed U.S. company, among other things, to:
| · | have a majority of our Board of Directors be independent; | |
| · | establish a nominating and compensation composed entirely of independent directors; and | |
| · | have an executive session of solely independent directors each year. |
The market price for our common shares or ADSs could be highly volatile
The market price for our common shares or the ADSs after the global offering is likely to fluctuate significantly from time to time in response to factors including:
| · | fluctuations in our periodic operating results; | |
| · | changes in financial estimates, recommendations or projections by securities analysts; | |
| · | changes in conditions or trends in our industry; | |
| · | changes in the economic performance or market valuation of our competitors; | |
| · | announcements by our competitors of significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments; | |
| · | events affecting equities markets in the countries in which we operate; | |
| · | legal or regulatory measures affecting our financial conditions; | |
| · | departures of management and key personnel; or | |
| · | potential litigation or the adverse resolution of pending litigation against us or our subsidiaries. |
Volatility in the price of our common shares or the ADSs may be caused by factors outside of our control and may be unrelated or disproportionate to our operating results. In particular, announcements of potentially adverse developments, such as proposed regulatory changes, new government investigations or the commencement or threat of litigation against us, as well as announced changes in our business plans or those of competitors, could adversely affect the trading price of our common shares or the ADSs, regardless of the likely outcome of those developments or proceedings. Moreover, statements made about us, whether publicly or in private, may be misconstrued, particularly if read out of context.
| 32 |
Broad market and industry factors could adversely affect the market price of our common shares or ADSs at any time, regardless of our actual operating performance.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to achieve and maintain effective internal controls over financial reporting, implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations, which in turn could have a material adverse effect on our business and our common shares or the ADSs. In addition, any testing by us or any subsequent testing by our independent registered public accounting firm conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our consolidated financial statements. Confidence in the reliability of our consolidated financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could in turn limit our access to capital markets and possibly, harm our results of operations, and lead to a decline in the trading price of our common shares or the ADSs.
We are required to disclose changes made in our internal controls and procedures and our management is required to assess the effectiveness of these controls annually. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation.
The protections afforded to minority shareholders in Argentina are different from and more limited than those in the United States and may be more difficult to enforce
Under Argentine law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States. For example, the legal framework with respect to shareholder disputes, such as derivative lawsuits and class actions, is less developed under Argentine law than under U.S. law as a result of Argentina’s short history with these types of claims and few successful cases. In addition, there are different procedural requirements for bringing these types of shareholder lawsuits. As a result, it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a U.S. company.
Holders of our common shares may determine not to pay any dividends
In accordance with the Argentine Corporate Law, after allocating at least 5.00% of our annual net earnings to constitute a mandatory legal reserve, we may pay dividends to shareholders out of net and realized profits, if any, as set forth in our consolidated financial statements prepared in accordance with IFRS Accounting Standards. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders’ meeting. The approval of dividends requires the affirmative vote of a majority of the shareholders entitled to vote at the meeting. As a result, we cannot assure you that we will be able to generate enough net and realized profits so as to pay dividends or that our shareholders will decide that dividends will be paid.
We may be a passive foreign investment company for U.S. federal income tax purposes
A non-U.S. corporation will be considered a passive foreign investment company, which we refer to as a PFIC, for U.S. federal income tax purposes in any taxable year in which 75.00% or more of its gross income is “passive income” or 50.00% or more of the value of its assets (generally determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. The determination as to whether a non-U.S. corporation is a PFIC is based upon the application of complex U.S. federal income tax rules (which are subject to differing interpretations), the composition of income and assets of the non-U.S. corporation from time to time and, in certain cases, the nature of the activities performed by its officers and employees.
| 33 |
Based upon our current and projected income, assets and activities, we do not expect to be considered a PFIC for our current taxable year or for future taxable years. However, because the determination of whether we are a PFIC will be based upon the composition of our income, assets and the nature of our business, as well as the income, assets and business of entities in which we hold at least a 25.00% interest, from time to time, and because there are uncertainties in the application of the relevant rules, there can be no assurance that we will not be considered a PFIC for any taxable year.
If we are a PFIC for any taxable year during which a U.S. Holder, as defined in “Item 10.E. Taxation—Certain United States Federal Income Tax Considerations,” holds the ADSs or common shares, the U.S. Holder might be subject to increased U.S. federal income tax liability and to additional reporting obligations. See “Item 10.E. Taxation—Certain United States Federal Income Tax Considerations—Passive Foreign Investment Company”. U.S. Holders are encouraged to consult their own tax advisors regarding the applicability of the PFIC rules to their purchase, ownership and disposition of the ADSs or common shares
The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business
Since the global offering, we are required to comply with various regulatory and reporting requirements, including those required by the Commission in addition to our existing reporting requirements by the CNV. Complying with these reporting and regulatory requirements will be time consuming, resulting in increased costs to us or other adverse consequences. As a public company, we are subject to the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, as well as to the Argentine Law No. 26,831 (as amended and supplemented from time to time, the “Argentine Capital Markets Law”) and CNV Rules. These requirements may place a strain on our systems and resources. The Exchange Act applicable to us requires that we file annual and current reports with respect to our business and financial condition. Likewise, CNV Rules require that we make annual and quarterly filings and that we comply with disclosure obligations including current reports. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we committed significant resources, hired additional staff and provided additional management oversight. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, results of operations and financial condition.
Item 4. Information on the Company
Recent Developments
Strategic Growth Projects in our Renewable, Thermal and Hydroelectric Portfolio
During 2025, we completed and advanced several strategic growth projects across our renewable, thermal and hydroelectric portfolio.
In August 2025, we completed the acquisition of the Cafayate solar photovoltaic plant, an 80 MW facility located in the Province of Salta. During 2025, we also completed and started operations in the San Carlos solar photovoltaic plant, a 15 MW facility located in the Province of Salta.
| 34 |
In addition, during 2025, we completed the construction of the Brigadier López combined-cycle expansion project, located in the Province of Santa Fe. This project, which was already operational as of December 31, 2025, commenced commercial operations in January 2026 and added approximately 140 MW of combined-cycle capacity.
On January 9, 2026, we took over a new 30-year concession for the Piedra del Águila hydroelectric plant, following a national and international public tender process conducted by the Argentine government. The facility has an installed capacity of 1,440 MW and the economic offer for the concession was US$245 million. The new concession secures long-term operating rights for one of the largest hydroelectric assets in Argentina.
For a description of Central Puerto’s principal capital expenditures for the years ended December 31, 2023, 2024 and 2025, see Item 5.B "Liquidity and Capital Resources-—Capital Expenditures”.
Battery Energy Storage System (BESS) Projects
In August 2025, we were awarded two BESS projects under long-term contracts, and we commenced initial development activities shortly thereafter. Both projects are expected to be completed by mid-2027.
The first project, located at the Central Puerto complex, is expected to have an installed capacity of 150 MW and use lithium iron phosphate (LFP) technology supplied by Contemporary Amperex Technology Co., Limited (CATL). Edenor, one of the largest electricity distributors in Argentina, is expected to be the offtaker for this project. The second project, located at Central Costanera, is expected to have an installed capacity of 55 MW, use LFP technology supplied by CATL and have Edesur (another major electricity distributor in Argentina) as its offtaker. Each BESS project has a contractual term of 15 years. Estimated aggregate capital expenditures for the two projects are expected to range between US$130 million and US$140 million.
Under the applicable contractual framework, revenues are primarily capacity-based and consist of fixed payments per MW per month, subject to operational performance parameters, with a maximum discharge duration of up to five hours. Energy required to charge the batteries is nominated and supplied by CAMMESA at no additional cost to the projects, and the contracts do not contemplate energy price arbitrage. Variable operating costs are limited and include a charge per MWh of energy discharged.
Simplification of Corporate Structure at Central Puerto S.A.
Merger of forestry companies
On March 31, 2025, the Board of Directors of Empresas Verdes Argentina S.A. (EVASA), Forestal Argentina S.A. (FASA), Estancia Celina S.A. (ECSA) and Las Misiones S.A. (LMSA) approved the corporate reorganization whereby EVASA would absorb the entirety of EVASA, FASA, ECSA and LMSA’s assets and liabilities, thereby assuming ownership of all assets, liabilities, rights, and obligations of such companies as of the effective date of the merger. The merger became effective on June 30, 2025, after which the legal name of EVASA was changed to Forestal Argentina S.A.
CP Renovables Merger
On March 31, 2025, CEPU and CP Renovables’ Boards of Directors approved a corporate reorganization whereby CEPU would absorb the entirety of CP Renovables’ assets and liabilities, thereby assuming ownership of all assets, liabilities, rights, and obligations of CP Renovables as of the effective date of the merger.
On June 17, 2025, Central Puerto and CP Renovables entered into a definitive merger agreement. The merger became effective on October 1, 2025, at which time Central Puerto received all of the assets and assumed all of the liabilities of CP Renovables. Following the merger, CP Renovables was dissolved without liquidation, as Central Puerto directly and indirectly owns 100% of the shares of CP Renovables.
| 35 |
Merger of Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.)
On January 1, 2025, the effective merger of Vientos La Genoveva II S.A., a wholly controlled subsidiary of Central Puerto S.A., with CP Manque S.A.U., CP Los Olivos and CPR Energy Solutions S.A.U., occurred. The merger was officially registered before the public registry on January 28, 2025. Consequently, the absorbed companies were dissolved without liquidation, and their assets and liabilities were transferred to Vientos La Genoveva II S.A. On December 22, 2025, the legal name of Vientos La Genoveva II S.A. was changed to Puerto Energías Renovables S.A.U.
Completion of Ecogas Inversiones Spin-off and Merger
On October 1, 2025, following receipt of the required authorizations from the CNV and the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires or “BCBA”), and pursuant to the approvals granted by the extraordinary shareholders’ meetings of Central Puerto and Ecogas held on May 22, 2025, Central Puerto completed its previously announced spin-off and merger transaction with Ecogas, in accordance with the definitive corporate reorganization agreement executed on June 17, 2025.
Under this spin-off and merger transaction, CEPU transferred to Ecogas certain equity interests and Ps.305 million in cash, and Ecogas issued 80,973,264 new Class D common shares to CEPU shareholders on a pro rata basis, using September 26, 2025 as record date and an exchange ratio of one Ecogas share for every 18.6694 CEPU shares, with cash paid in lieu of fractional shares. Following the transaction, Ecogas increased its share capital and continued as the surviving entity holding the spun-off assets, while CEPU continued to operate its electricity generation business.
CEPU shareholders in Argentina, as well as holders of CEPU American Depositary Receipts, received the corresponding Ecogas securities on October 1, 2025.
Shareholders’ General Meeting
On March 5, 2026, the Board of Directors of Central Puerto convened the Annual General Meeting of Shareholders for April 30, 2026 to discuss the following items of the agenda and relating to the financial statements we prepare in accordance with the CNV Rules:
| 1. | Appointment of two shareholders to sign the minutes. | |
| 2. | Consideration of 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 Flows, the Notes to the Consolidated Financial Statements and Exhibits, the Individual Income Statement of Income, the Individual Statement of Comprehensive Income, the Individual Statement of Financial Position, the Individual Statement of Cash Flows, Notes to the Individual Financial Statements, Brief, Auditor Report, and the Statutory Audit Committee Report, all of them for the fiscal year ended December 31, 2025. | |
| 3. | Consideration of the income (loss) for the fiscal year and the Board of Directors’ proposal to allocate the accumulated retained earnings for the creation of an optional reserve to be used, indistinctly: (i) for the distribution of dividends based on the evolution of the financial position of CEPU and the CEPU’s provisions related to dividends distribution in force, and to delegate to the Board of Directors the power to partially or totally release such reserve for the distribution of dividends and the determination of the time, currency, terms and other conditions related to the payment, pursuant to the scope of the delegation granted by the Shareholders’ Meeting, and (ii) for the acquisition of the CEPU’s treasury shares, delegating to the Board of Directors the power to determine the time, terms and conditions of its release, whether partial or total, to be applied to such end. Consideration and approval of the payment of the Profit-Sharing Bond under Sections 12 and 33 of the bylaws. Consideration of the allocation of the statutory reserve surplus in an amount equal to Ps. 29,273,279 thousand. |
| 36 |
| 4. | Consideration of the Board of Directors performance during the fiscal year ended December 31, 2025. | |
| 5. | Consideration of the Statutory Audit Committee performance during the fiscal year ended December 31, 2025. | |
| 6. | Consideration of the remuneration of the Board of Directors for the fiscal year ended December 31, 2025, within the limits of profit pursuant to section 261 of the Business Entities Act and CNV Regulations. Consideration of the advanced payment of fees to the Board of Directors for the fiscal year ending December 31, 2026. | |
| 7. | Consideration of the remuneration of the members of the Statutory Audit Committee for the fiscal year ended December 31, 2025; and the fee scheme for the period ending December 31, 2026. | |
| 8. | Board of Directors’ partial renewal. Appointment of three directors and three deputy directors for a period of three fiscal years pursuant to Section 17 of the bylaws. Continuity of the current Chairman until the appointment of a new Chairman by our Board of Directors. | |
| 9. | Appointment of the Statutory Audit Committee members and deputy members for the fiscal year ending December 31, 2026. | |
| 10. | Consideration of the remuneration of our certifying accountant regarding the annual accounting documents for the fiscal year 2025. | |
| 11. | Appointment of the certifying accountant and of the deputy certifying accountant for the fiscal year ending December 31, 2026, and the fixing of their remuneration. | |
| 12. | Approval of the Annual Budget for the functioning of the Supervisory Committee. | |
| 13. | Granting of authorizations. |
Item 4.A History and development of the Company
Central Puerto S.A. is incorporated as a sociedad anónima under the laws of Argentina. Our principal executive offices are located at Avenida Thomas Edison 2701, C1104BAB Buenos Aires, Republic of Argentina. Our telephone number is +54 (11) 4317-5000.
We were incorporated pursuant to Executive Decree No. 122/92 on February 26, 1992. We were formed in connection with the privatization process involving Servicios Eléctricos del Gran Buenos Aires (“SEGBA”) in which SEGBA’s electric power generation, transportation, distribution, and sales activities were privatized. We were registered with the Public Registry of Commerce of the City of Buenos Aires on March 13, 1992, and created for a term of 99 years from the date of such registration.
In April 1992, Central Puerto, the consortium-awardee, took possession over SEGBA’s Central Nuevo Puerto (“Nuevo Puerto”) and Central Puerto Nuevo (“Puerto Nuevo”) plants, and we began operations. In November 1999, the Puerto combined cycle plant, which was built on lands owned by Nuevo Puerto in the City of Buenos Aires, started to operate. In 2001, Central Puerto was acquired by the French company, Total S.A. At the end of 2006, Sociedad Argentina de Energía S.A. (“SADESA”) acquired a controlling interest in Central Puerto.
Our shares are listed on the BYMA and, since February 2, 2018, have been listed on the NYSE under the symbol “CEPU”.
As of December 31, 2025, we operated one hydroelectric generation plant, owned, and operated six thermal generation plants, seven wind farms and three solar farms, for the generation of electric power in Argentina. As of the same date we also had a combined installed capacity of 6,933 MW and had significantly improved our position as a major SADI electric power generator, producing approximately 13.02% of the total SADI offer in 2025.
The SEC maintains an internet site that contains reports and other information regarding issuers who, like us, file electronically with the SEC. The address of that website is http://www.sec.gov. Central Puerto routinely posts important information for investors in the Investor Relations support section on its website, www.centralpuerto.com. From time to time, Central Puerto may use its website as a channel of distribution of material Company information. Accordingly, investors should monitor Central Puerto’s Investor Support website, in addition to following our press releases, SEC filings, public conference calls and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this annual report.
| 37 |
Hidroeléctrica Piedra del Águila S.A. (HPDA)
HPDA was a sociedad anónima (corporation) incorporated in 1993 that operated the Piedra del Águila hydroelectric complex during a thirty-year concession period, with an installed capacity of 1,440 MW since it started commercial operations in 1993.
On April 9, 2025, the Argentine Government established a 15-day period to launch a national and international public tender to offer certain hydroelectric assets in Argentina, including Piedra del Águila, to private investors for a new concession term. On December 29, 2025, the tender process was completed and the concession for the Piedra del Águila hydroelectric complex was awarded to Central Puerto, which took over such concession on January 9, 2026, for a 30-year period.
Renewable energy projects
In 2016, we incorporated a subsidiary, CP Renovables, to develop renewable energy generation projects. As of the date of this annual report, the company participated in the Renovar Rounds 1.0 and 1.5, in which it was awarded with the La Castellana I and Achiras projects with 20-year PPA contracts with CAMMESA, each of the projects constructed by CP La Castellana S.A.U. (a subsidiary of CP Renovables S.A.) and CP Achiras S.A.U. (a subsidiary of CP Renovables S.A.). La Genoveva I is a project from RenovAr 2.0 developed constructed and operated by Vientos La Genoveva S.A.U. (a subsidiary of Central Puerto S.A.). CP Renovables was fully merged with and into CEPU on October 1, 2025. See “Item 4—Information of the Company—Recent Developments—Simplification of Corporate Structure at Central Puerto S.A.”
In August 2018 and September 2018, respectively, the La Castellana I and Achiras wind farms started operations. The original COD of the La Genoveva I was expected for May 2020, but due to the outbreak of COVID-19, the construction of the plant was delayed. On November 21, 2020, La Genoveva I commenced full commercial operations.
In addition, the former Ministry of Energy and Mining established the regulatory framework that allows Large Users to purchase renewable energy from private generating companies and the conditions for granting “dispatch priority” that allows such transactions to occur while ensuring that the private generating companies will not be restricted in the future in its generation dispatch (see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Resolution No. 281-E/17: The Renewable Energy Term Market in Argentina”). In July 2019, September 2019, December 2019, January 2020, March 2020, and February 2020, the wind farms La Castellana II (developed by CPR Energy Solutions S.A.U.), La Genoveva II (developed by Vientos La Genoveva II S.A., currently known as Puerto Energías Renovables S.A.U.), Manque (CP Manque S.A.U.), and Los Olivos (CP Los Olivos S.A.U.), respectively, reached their COD. As of the date of this annual report, we have entered into long-term PPA contracts with private customers for 100.00% of the estimated energy generation capacity of our term market renewable energy projects developed under Resolution No. 281-E/17 regulatory framework.
On October 18, 2023, our affiliate Proener acquired 100% of the capital stock and votes of Cordillera Solar and Scatec Equinor Solutions Argentina S.A., owner of a photovoltaic plant located in the Province of San Juan.
Within the framework of Res. No. 281-E/17, we made an offer to reserve capacity access to the electricity transportation network, in order to develop a solar farm with an installed capacity of 15MW, located in the Province of Salta. In November 2025, we completed and started operations in the San Carlos solar photovoltaic plant.
In August 2025 we completed the acquisition of the Cafayate solar photovoltaic plant, which is now fully operational. The facility has an installed capacity of 80 MW and is located in the Province of Salta.
| 38 |
Luján de Cuyo and San Lorenzo thermal cogeneration plants
In 2017, the former Secretariat of Electric Energy called for proposals for the supply of electric power to be generated through the installation of co-generation units. We submitted bids on August 9, 2017, and on September 25, 2017, and we were awarded two co-generation projects: the San Lorenzo and the Luján de Cuyo projects, which entailed two additional sources of income for us: (i) electric power sales to CAMMESA through 15-year term PPAs which are priced in U.S. dollars; and (ii) steam sales pursuant to separate steam supply agreements negotiated with private offtakers.
On October 5, 2019, the Luján de Cuyo cogeneration project started operations, with an installed capacity of 95 MW.
The San Lorenzo project reached its full COD and obtained total commissioning of its combined cycle facility (391 MW) on August 15, 2021.
Purchase of the Brigadier Lopez Plant
On June 14, 2019, Central Puerto, through an offer presented in a local and foreign public tender called by IEASA, purchased the Brigadier Lopez Plant. The transfer of ownership rights in the Brigadier Lopez Plant included: (a) personal property, recordable personal property, facilities, machines, tools, spare parts, and other assets used in connection with the operation of the Brigadier Lopez Plant; (b) IEASA’s contractual position in certain existing contracts (including Turbogas and Turbosteam supplying contracts with CAMMESA and the Brigadier Lopez Financial Trust Agreement (as defined below), among others); (c) permits and authorizations in effect related to the Brigadier Lopez Plant operation; and (d) employment relationships with the then existing employees of the Brigadier Lopez Plant.
The Brigadier Lopez Plant has a Siemens dual-fuel Siemens SGT5-4000 F gas turbine installed with a capacity of 281 MW. According to the tender specifications and conditions, the project already included a boiler and a steam turbine, which complete the combined cycle. This setup has an installed capacity of 421 MW, increasing the plant's capacity by 140 MW. Additionally, the steam turbine has a 10-year Power Purchase Agreement (PPA) with CAMMESA.
In February 2024, we entered into an agreement with a constructor, Sociedad Argentina de Construcción y Desarrollo Estratégico, which set out all works, services, and tasks required to complete the closure of the cycle. The “notice to proceed” under such agreement was delivered on February 26, 2024. As of December 31, 2025, the closure of the cycle was finalized and operational. In January 2026, commercial operations began at the Brigadier Lopez’s combined cycle facility.
Acquisition of Participation Interests in Enel Generación Costanera S.A. (currently, Central Costanera S.A.).
On February 17, 2023, our subsidiary Proener agreed to purchase from Enel Argentina S.A. a controlling interest in Enel Generación Costanera S.A. (“CECO”) by acquiring all of Enel Argentina S.A.’s 531,273,928 shares with a par value of Ps.1 with one vote each, representing 75.68% of the share capital of CECO, for a total value of US$48,000,000. As of December 31, 2025, CECO is 71.94% owned by Proener S.A.U.
CECO’s thermal power plant, which is located in the City of Buenos Aires, consists of four turbo-steam units with an installed capacity of 661 MW and two combined cycle power plants with a capacity of 1,128 MW.
Foray into the Forestry Business
On December 27, 2022, Proener, an affiliate controlled by Central Puerto S.A., acquired 100.00% of the capital stock and votes of Forestal Argentina S.A. (“Forestal Argentina”) and Masisa Forestal S.A. (“Masisa Forestal”, currently Loma Alta Forestal S.A.).
| 39 |
The acquisition from Masisa S.A. and Masisa Overseas S.A. (collectively, "Masisa") encompassed both companies, representing approximately 72,000 hectares of land in the provinces of Entre Ríos and Corrientes, of which approximately 43,000 hectares were planted with eucalyptus and pine trees. The aggregate transaction price was US$69.4 million.
As a result of this transaction, Central Puerto became one of the most significant Argentine-owned companies in the Argentine forestry industry, a market in which most participants are owned by foreign investors. Central Puerto decided to make this acquisition as part of its strategy to invest in sectors in which Argentina has a comparative advantage. Argentina has one of the highest forestry growth rates worldwide, with trees growing about ten times faster than in the northern hemisphere. These factors have contributed to the forestry sector becoming one of the Argentine industries with significant competitive advantages and strong growth potential. Participation in the forestry sector may also provide future business opportunities related to carbon credits and biomass-based power generation.
On May 3, 2023, our affiliate Proener also acquired 100% of the capital stock and votes of Empresas Verdes Argentina S.A., Las Misiones S.A. and Estancia Celina S.A. These companies own forestry assets, consisting at the time of the acquisition of approximately 88,063 hectares of land in the province of Corrientes. 26,000 of those hectares were planted with pine, out of a total of approximately 36,000 hectares available for planting. The purchase price amounted to US$29,881,340.
Following the merger of the above-mentioned forestry companies (see “Item 4—Information of the Company— Recent Developments – Simplification of Corporate Structure at Central Puerto S.A.”), we currently hold our forestry interests through two subsidiaries: (a) Forestal Argentina S.A., which owns approximately 141,000 hectares of land in the provinces of Entre Ríos and Corrientes, with a plantable area of approximately 77,500 hectares, of which approximately 67,000 hectares are planted with eucalyptus and pine; and (b) Loma Alta Forestal S.A., which owns approximately 19,400 hectares of land in the province of Corrientes, of which approximately 10,400 hectares are planted with pine.
Foray into the Mining Business
On April 22, 2024, our subsidiary Proener entered into a common shares subscription agreement with AbraSilver Resource Corp., a Canadian company listed in the Canadian stock market ("AbraSilver"), granting Proener a 4% interest in the share capital of AbraSilver, which is the owner of the silver-gold project Diablillos located in the Northeast region of Argentina. In turn, and in conjunction with us, Kinross Gold Corporation, a major Canadian mining company, (NYSE: KGC, TSX: K) also acquired a 4% interest on similar terms.
AbraSilver holds 100% ownership of the Diablillos silver-gold project, situated in the provinces of Salta and Catamarca. The current proven resources and estimated mineral reserves at Diablillos are 42.3 Mt with grades of 91 g/t Ag and 0.81 g/t Au, containing approximately 124 Moz of silver and 1.1 Moz of gold. The funds from this subscription of shares were used, among other purposes, to conduct the feasibility and mineral resource study of the Diablillos project, which was released in September 2025.
On January 31, 2025, our subsidiary Proener signed a subscription agreement for additional shares of AbraSilver Resource Corp. Our shareholding in AbraSilver through Proener thus increased to 9.9%.
Separately, on December 26, 2024, we subscribed 55,000,000 shares, equivalent to 27.5% of the share capital and voting rights of 3C Lithium Pte. Ltd., (a company incorporated under the laws of Singapore), which holds 100% of the share capital of Minera Cordillera S.A., an Argentine company that holds the mining rights to the "Tres Cruces" project, located in the province of Catamarca, Argentina.
On January 26, 2026, we acquired and subscribed additional shares in 3C Lithium Pte. Ltd., increasing our ownership interest to 35% of the share capital of such company. The Board of Directors of Minera Cordillera S.A. has already approved the 2026 business plan, which includes specific expenditures and operating costs directly related to the development of the “Tres Cruces” project, including exploration activities, working capital, general and administrative expenses, and legal or banking fees.
| 40 |
Item 4.B Business Overview
Overview
Power Generation and Energy Sales
We are one of the largest private sector power generation companies in Argentina, as measured by generated power, according to data from CAMMESA. In the year ended December 31, 2025, we generated a total of 18,603 net GWh of power, representing approximately 13.02% of Argentina’s generation offer, according to CAMMESA’s data. As of December 31, 2025, we had an installed capacity of 6,933 MW.
We have a generation asset portfolio that is geographically and technologically diversified. Our facilities are distributed across the City of Buenos Aires and the provinces of Buenos Aires, Córdoba, Mendoza, Neuquén, Río Negro, Santa Fe, San Juan and Salta. We use conventional and renewable technologies (including hydro power) to generate power, and our power generation assets include combined cycle, gas turbine, steam turbine, co-generation, hydroelectric, wind turbines and solar panels.
The following table presents a brief description of the power plants we owned and operated as of December 31, 2025:
|
Power plant |
Location |
Installed
capacity |
Technology |
||||
| Puerto Nuevo(1) | City of Buenos Aires | 589.00 | Steam turbines | ||||
| Nuevo Puerto(1) | City of Buenos Aires | 360.00 | Steam turbines | ||||
| Puerto combined cycle(1) | City of Buenos Aires | 798.00 | Combined cycle | ||||
| Central Costanera(4) | City of Buenos Aires | 1,789.00 | Combined cycle, Steam turbines | ||||
| Luján de Cuyo plant | Province of Mendoza | 576.00 | Steam turbines, gas turbines, two cycles and mini-hydro turbine generator, producing electric power and steam | ||||
| Brigadier Lopez plant | Province of Santa Fe | 421.00 | Combined cycle | ||||
| San Lorenzo plant | Province of Santa Fe | 391.00 | Combined cycle | ||||
| Piedra del Águila plant | Piedra del Águila (Limay River, bordering provinces of Neuquén and Río Negro) | 1,440.00 | Hydroelectric plant | ||||
| La Castellana I wind farm(2) | Province of Buenos Aires | 101.00 | Wind turbines | ||||
| La Castellana II wind farm(2) | Province of Buenos Aires | 15.00 | Wind turbines | ||||
| La Genoveva I wind farm(2) | Province of Buenos Aires | 88.00 | Wind turbines | ||||
| La Genoveva II wind farm(2) | Province of Buenos Aires | 42.00 | Wind turbines | ||||
| Achiras wind farm(2) | Province of Córdoba | 48.00 | Wind turbines | ||||
| Manque wind farm(2) | Province of Córdoba | 57.00 | Wind turbines | ||||
| Los Olivos wind farm(2) | Province of Córdoba | 23.00 | Wind turbines | ||||
| Guañizuil II A(3) | Province of San Juan | 100.00 | Solar panels | ||||
| Cafayate(3) | Province of Salta | 80.00 | Solar panels | ||||
| San Carlos(2) | Province of Salta |
15.00 |
Solar panels | ||||
| Total |
6,933.00 MW |
| __________________ |
| Notes:- |
| (1) | The mentioned plants are included within the “Puerto Complex” as defined in “Business”. |
| (2) | La Castellana I is owned by CP La Castellana S.A.U., La Castellana II , Manque, Los Olivos, La Genoveva II and the San Carlos solar farm are owned by Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) La Genoveva I is owned by Vientos La Genoveva S.A.U. Achiras wind farm is owned by CP Achiras S.A.U. As of December 31, 2025, CP La Castellana S.A.U., Puerto Energías Renovables S.A.U., Vientos La Genoveva S.A.U. and CP Achiras S.A.U. are all wholly-owned subsidiaries of Central Puerto S.A. |
| (3) | PS Guañizuil II A solar farm is owned by CP Cordillera Solar S.A.U. which is a fully owned subsidiary of Central Puerto S.A. Cafayate solar farm is 99.99% owned by Central Puerto S.A. and 0.01% by Proener S.A.U. as of December 31, 2025. |
| (4) | The Costanera complex is owned by Central Costanera S.A. which is 71.94% owned by Proener S.A.U., as of December 31, 2025. As of the date of this annual report, we own a 100% interest in Proener. |
| 41 |
In addition, our energy sales are channeled through two arrangements known as the FONINVEMEM and the CVO Agreement, which are managed by CAMMESA at the instruction of the Secretariat of Energy (for further information see “Item 4.B. Business Overview—FONINVEMEM and Similar Programs”). The Argentine Government created the FONINVEMEM with the purpose of repaying power generation companies, like us, the existing receivables for electric power sales between 2004 and 2011 and funding the expansion and development of new power capacity. As a result of our participation in the CVO arrangement, we receive monthly payments for certain of our outstanding receivables with CAMMESA. Additionally, we have an equity interest in the companies that operate the FONINVEMEM and CVO Agreement’s new combined cycle projects, which will be entitled to have an ownership interest in the combined cycle projects.
During 2025 and 2024 we collected Ps.97.85 billion and Ps. 110.06 billion from CVO receivables, respectively, in each case measured in Pesos as of December 31, 2025.
As of December 31, 2025, we held equity interests in the companies that operate the following FONINVEMEM thermal power plants:
|
Power plant |
Operating Company |
Location |
Installed capacity (MW) |
Technology |
% Interest in the operating company |
||||||
| San Martin | Termoeléctrica José de San Martín S.A. (TJSM) | Timbúes, Province of Santa Fe | 865.00 | Combined cycle plant, which became operational in 2010 |
CEPU 9.63% CECO 1.68% |
||||||
| Manuel Belgrano | Termoeléctrica Manuel Belgrano S.A. (TMB) | Campana, Province of Buenos Aires | 873.00 | Combined cycle plant, which became operational in 2010 |
CEPU 10.83% CECO 1.89% |
||||||
| Vuelta de Obligado | Central Vuelta de Obligado S.A. (CVOSA) | Timbúes, Province of Santa Fe | 847.00 | Combined cycle plant, which became operational in March 2018 |
CEPU 54.59 CECO 1.30% |
% |
| __________________ |
Source: Termoeléctrica Manuel Belgrano and CVOSA webpages
The following table breaks down the locations of our plants and power investments in Argentina as of December 31, 2025, and their respective installed capacity:
| 42 |
|
Power plant |
Technology |
Installed Capacity (MW) |
Location (Province) |
Initial Commercial Operating Date |
|||||
| Central Costanera |
Thermal (4 ST / 3 CC) |
1,789 | City of Buenos Aires | 2023 | |||||
| Central Puerto |
Thermal (5 ST / 2 CC) |
1,747 | City of Buenos Aires | 1992 | |||||
| Piedra del Águila | Hydro | 1,440 | Río Negro | 2026 (new concession term) | |||||
| Luján de Cuyo | Thermal | 576 | Mendoza | 2019 | |||||
| San Lorenzo | Thermal | 391 | Santa Fe | 2021 | |||||
| Brigadier Lopez | Thermal CC | 421 | Santa Fe | 2019 and (combined cycle effective Jan 26) |
|||||
| Genoveva I | Wind | 88.2 | Buenos Aires | 2020 | |||||
| Genoveva II | Wind | 41.8 | Buenos Aires | 2020 | |||||
| La Castellana I | Wind | 100.8 | Buenos Aires | 2019 | |||||
| La Castellana II | Wind | 15.2 | Buenos Aires | 2020 | |||||
| Guañizuil II A | Solar | 100 | San Juan | 2023 | |||||
| Manque | Wind | 57 | Córdoba | 2020 | |||||
| Achiras I | Wind | 48 | Córdoba | 2020 | |||||
| Los Olivos | Wind | 22.8 | Córdoba | 2020 | |||||
| San Carlos Cafayate |
Solar Solar |
15 80 |
Salta Salta |
2025 2025 |
| __________________ |
Source: CAMMESA.
In the year ended December 31, 2025, we had revenues of Ps. 1,097.42 billion. In the year ended December 31, 2025, we sold approximately 73.05% of our electric energy sales (in MWh) under Spot Sales, including thermal and hydroelectric generation. Sales under Spot Sales accounted for 50.00% of our revenues in the year ended December 31, 2025.
Until October 31, 2025, tariffs under the Spot Sales were paid by CAMMESA according to Res. No. 59/23, Res. No. 869/2023, Res. No. 9/2024, Res. No. 99/2024, Res. No., 193/2024, Res. No. 233/2024, Res. No. 285/2024, Res. No. 20/2024, Res. No. 387/2024 and Res. No. 294/2024. The remuneration scheme was based on a fixed and variable costs system which was determined by the Secretariat of Energy pursuant to Resolution No. 95/13, as amended and complemented successively by Resolutions No. 602/2025, 483/2025, 381/25, 356/25, 331/25, 280/25, 227/25, 177/25, 143/25, 113/25, 27/25. Since November 1, 2025, Spot Sales are paid in accordance with Res. No. 400/25. This resolution outlines a gradual roadmap to liberalize the WEM, progressively reintroducing long-term contracts, value creation and competitive dynamics.
Furthermore, this Resolution purports to:
| · | Grant contract market optionality for spot thermal, where thermal generators gain significant flexibility, allowing them to trade capacity and energy in the new Thermal Term Market (MAT). Thermal generators can sell up to 20% of their production to Large Users and the remaining to distribution companies or the spot market. |
| 43 |
| · | Restore spot remuneration: The new spot remuneration mechanism establishes a margin on top of variable production costs, supporting long-term value creation for generators. |
| · | Allow for Dollar-denominated revenues, reducing currency and inflation risk. |
| · | Allocate fuel management responsibilities: The responsibility for fuel management is transferred from CAMMESA to the generators. CAMMESA will provide reference maximum fuel costs, and generators will report their variable production costs biweekly to ensure recovery of fuel expenses. During this transition, existing Plan Gas arrangements are expected to remain in place until December 2028 as a gas pool administered by CAMMESA, which will allocate this resource based on its supply and demand. Generators are required to subscribe to this pool for their natural gas needs until the Plan Gas program expires. |
| · | Dispatch spot generators are dispatched in ascending order of variable production cost (CVP). |
| · | Set a phased implementation plan: The transition will be managed through a phased approach. All existing power contracts will remain in force until their natural expiration, ensuring market continuity and stability during the transition. |
Additionally, we have energy sales under contracts, including (i) New MAT term market sales under contract, (ii) thermal Term market sales under contracts; (iii) renewables MATER sales under contracts, and (iv) renewables sales of energy under the RenovAr Program.
The new MAT includes sales of electric power under negotiated contracts with industrial users. The thermal term market includes sales under negotiated contracts with private large users and public sector counterparties, as well as PPAs signed with CAMMESA and Energía Plus contracts. MATER sales consist of electric power sold under negotiated contracts with private companies, generated exclusively from renewable energy plants. Renewable sales under the RenovAr Program comprise 20-year PPAs signed with CAMMESA from the RenovAr bidding rounds No. 1, 1.5 and 2.
In all cases, sales under contracts generally involve PPAs with customers and are contracted in U.S. dollars. Prices in term market sales under contracts from thermal units and Energía Plus contracts include the price of the fuel used for generation, the cost of which is either assumed by the generator or charged to clients. For terms longer than one year, these contracts typically include electric power price updating mechanisms in case of fuel price variations or the generator being required to use liquid fuels in the event of a shortage of natural gas. For further information regarding our main clients for term market sales under contract, see “Business—Our Customers”.
Term market sales under contract, and MATER and RenovAr sales under contracts accounted for 26.95% of our electric power sales (in MWh) and 41.04% of our revenues for the year ended December 31, 2025, respectively.
In our Luján de Cuyo plant, we are also permitted to sell a minor portion (up to 16 MW) of our generation capacity and electric power under negotiated contracts with private sector counterparties under the Energía Plus scheme, designed to encourage private sector investments in new generation facilities. Under the rules and regulations of the Energía Plus scheme, the generator buys the fuel to cover the committed demand of electric power and supplies the electric power to large electric power consumers at market prices, denominated in U.S. dollars, previously agreed between the generator and its clients.
RenovAr sales under contracts include sales of electricity generated exclusively from renewable energy power plants under negotiated contracts with public sector counterparties. We have long-term contracts signed with CAMMESA. Prices under these PPAs are denominated in U.S. dollars and guaranteed by the FODER. In the RenovAr Program, our subsidiaries, Achiras, La Castellana I, La Genoveva I, Cafayate, San Carlos and Cordillera Solar entered in a 20-year PPA with CAMMESA that establishes that 100% of the contracted generation capacity of the power plants will be sold to CAMMESA at the awarded price plus the respective incentive and adjustment factors, which increase the awarded price approximately by 10.00% to 15.00%. See “Item 4.B, Business Overview—The Argentine Electric Power Sector —Structure of the Industry—Renewable Energy Program”. See “Item 4.B. Business Overview—The Argentine Electric Power Sector”.
| 44 |
Finally, we have income derived from the operating fee that we receive for the management of the Central Vuelta de Obligado combined-cycle thermal power plant. Revenues from the management of the Central Vuelta de Obligado plant accounted for 1.70% of our revenues for the year ended December 31, 2025.
The following graph breaks down our electric energy sales in the year ended December 31, 2025, by regulatory framework:
Source: CAMMESA.
As for the renewed Piedra del Águila concession, applicable rates and tariffs are defined in the document that started the national and international privatization public tender of the Comahue hydro plants on August 22, 2025.
The key aspects of the new tariffs are:
| · | New energy and capacity prices: 1,733 US$/MW-month affected by maintenance hours and available capacity. Energy: 3.5 US$/MWh (when dispatched), 1.39 US$/MWh (available). The price doubles between 6:00 P.M and 11:00 P.M in December, January, February, June, July, and August. |
| · | Optionality for sales under contract: Gradual increase in the capacity allowed for sales under contracts: 5% in 2026/2027, increasing by 5% every two years (10% in 2028/2029, etc.). |
| · | Revenues denominated in U.S. Dollars and inflation indexes adjustment through annual revisions. |
Expansion of Our Generating Capacity
The chart below shows the evolution of our power generating capacity since 2018:
| 45 |
| __________________ |
Source: CAMMESA’s seasonal programing.
Our installed capacity significantly increased over the last three years and reached 6,933 MW as of December 31, 2025. Our increased installed capacity stems from the completion of the construction of the San Carlos solar farm, in November 2025, and the completion of the closing of the Brigadier Lopez combined cycle, in late 2025. Furthermore, our recent M&A initiatives (including the acquisition of the Cafayate solar farm, in August 2025, the acquisition of Central Costanera, in February 2023, and the acquisition of the Guañizuil II A solar farm, in October 2023) also had a positive impact on our aggregate installed capacity. In the year ended December 31, 2025, we were also awarded two BESS projects which are still under development as of the date of this annual report. See Item 4 “Information of the Company—Recent Developments—Strategic Growth Projects in our Renewable, Thermal and Hydroelectric Portfolio”.
We believe we are well-positioned to identify and execute new growth opportunities. However, we cannot assure you that the Argentine Government will open new auction processes for new and existing assets or that our bids will be successful or that we will be able to acquire additional assets or develop new projects, or enter into new PPAs or private commercial contracts in the future. See “Item 3D. Risk Factors—Risks Relating to our Business—Factors beyond our control may affect or delay the completion of the awarded projects or alter our plans for the expansion of our existing plants”.
Steam Generation and Sales
We also produce steam. As of December 31, 2025, we had an installed capacity of 465 tons per hour: the San Lorenzo cogeneration plant had an installed capacity of 340 tons per hour while the installed capacity of Luján de Cuyo plant was 125 tons per hour. Steam sales accounted for 4.72% of our revenues for the year ended December 31, 2025. Our production of steam for the year ended December 31, 2025, was 3,386 thousand metric tons, of which 2,140 thousand metric tons were provided by the San Lorenzo plant and 1,246 thousand metric tons by the facilities installed in Luján de Cuyo.
Our Luján de Cuyo plant supplies steam under negotiated contracts with YPF while the San Lorenzo plant provides steam under a negotiated contract with T6 Industrial S.A. Our Luján de Cuyo plant has a combined heat and power (CHP) unit in place, which started operations on October 5, 2019, replacing the previous CHP, and supplies up to 125 metric tons per hour of steam to YPF’s refinery in Luján de Cuyo under a steam supply agreement. This contract is denominated in U.S. dollars but can be adjusted in the event of variations in U.S. dollar-denominated prices of fuel necessary for power generation. This new steam supply contract with YPF was entered into on December 15, 2017, for a period of 15 years and replaced the contract in place with YPF. For further information on the steam supply agreements with YPF for the Luján de Cuyo plant, see “Item 5.A. Operating Results—Factors Affecting Our Results of Operations—Sales Under Contracts, Steam Sales and Others —Steam supply to YPF—Luján de Cuyo plant”.
| 46 |
Gas Transportation
A contract between us and Transportadora de Gas del Sur (“TGS”) concerning natural gas transportation capacity has remained effective since 2018. Pursuant to the terms of our agreement with YPF EE, we resell our gas transportation capacity to YPF EE through the resale system established by Resolution ENARGAS 419/97. As of the date of this annual report, the delivery of the transportation capacity to YPF EE is done through the “Resale” mechanism. The resale to YPF EE of our natural gas transportation capacity accounted for 0.81% of our revenues for the year ended December 31, 2025.
Natural Gas Transportation Expansion — Open Season 2026
In late 2025 and early 2026, the Argentine natural gas transportation system underwent a significant expansion process led by TGS. The expansion is structured under two simultaneous tenders: Open Season GPM N° 01-2026, covering the Perito Moreno Pipeline, and Open Season TGS N° 01-2026, covering the existing regulated system. The primary objective of the expansion is to increase evacuation capacity from the Neuquén Basin by approximately 14.0 million m³/d to Salliqueló and by approximately 12.0 million m³/d from Salliqueló to the Greater Buenos Aires area. The process is governed by Res. No. 66/2026, which establishes the priority of allocation among shippers and the methodology for calculating the base tariff, used to determine pre-payment amounts.
Forestry Industry
Finally, as a result of our acquisitions in the forestry industry, carried out in December 2022 and May 2023, we have another source of revenues provided by our subsidiaries Forestal Argentina S.A. (which merged with EVASA, Estancia Celina S.A. and Las Misiones S.A. in 2025) and Loma Alta Forestal S.A. These subsidiaries as a whole generated 1.74% of our aggregate revenues for the year ended December 31, 2025.
The following graph breaks down our revenues in the year ended December 31, 2025, by activity and/or regulatory framework:
| __________________ |
Source: Central Puerto.
| 47 |
The following graph breaks down the market share of SADI’s key participants in terms of annual energy generation volumes:
| _________________ |
Source: CAMMESA
Our Competitive Strengths
We believe that we have achieved a strong competitive position in Argentina mainly as a result of our development in the power generation sector, which has allowed us to accomplish the following strengths:
| · | The largest power generation company in Argentina in terms of generation and installed capacity. In the year ended December 31, 2025, we generated a total of 18,603 GWh of electricity and as of December 31, 2025, we had an installed generating capacity of 6,933 MW, as reported by CAMMESA. Our size, scalability, flexibility and strong operational, commercial and financial performance enable us to capture growth opportunities within the Argentine power generation market. |
| · | High quality assets with strong operational performance. We have a variety of high-quality power generation assets, including combined cycle turbines, gas turbines, steam turbines, wind farms, solar panels, hydroelectric technology and steam and power co-generation technology, with a combined installed generating capacity of 6,933 MW, as of the date of this annual report. Our efficiency levels compare favorably to those of our competitors due to our efficient technologies. In the year ended December 31, 2025, the average generating availability of our thermal plant at the Central Puerto complex was 95.3% (combined cycle (CC) asset and 49.0% steam turbines (ST) and gas turbines (GT)), while the average availability of our thermal plants at the Central Costanera was 79.4% CC and 59.3% ST/GT, while the Lujan de Cuyo and San Lorenzo plants availability was, 93.6% and 96.9%, respectively. |
| 48 |
| · | Diversified, strategically located generation assets across multiple power sources. Our business is both geographically and technologically diverse. Our assets are critical to the Argentine electric power network due to the flexibility provided by the large fuel storage capacity, which allows us to store 72,000 tons of fuel oil (enough to cover 7.0 days of consumption) and 88,000 tons of gas oil (enough to cover 7.0 days of consumption) at our thermal generation plants, in addition to our access to deep water docks, our dam water capacity and our ability to store energy for 45 days operating at full capacity at Piedra del Águila. The prices for power transmission are regulated and based on the distance from the generating company to the user, among other factors. In this regard, our thermal power plants are strategically located in important city centers or near some of the system’s largest customers, which constitutes a significant competitive advantage. For example, according to the December 2025 monthly report prepared by CAMMESA, approximately 49.00% of Argentine energy consumption was concentrated within the greater Buenos Aires area during 2025, all of which underscores the strategic location of our Central Puerto and Central Costanera thermal complexes. In the year ended December 31, 2025, 96.3% of our thermal generation capacity relied on natural gas as fuel, while 1.2% relied on fuel oil and 2.5% relied on gas oil. |
| · | Significant expansion of the current installed capacity and adequate financial position. We have taken steps to improve our strategic position as a leader among power generators by expanding and developing our thermal generation and renewable energy capacity, while maintaining our operating efficiency and a relatively low level of indebtedness. We benefit from an adequate financial position, allowing us to deliver on our business growth strategy and create value for our shareholders. In terms of our financial position, our total cash and cash equivalents and current other financial assets was Ps. 337.86 billion as of December 31, 2025 (US$231.50 million). Additionally, we believe our low indebtedness positions us to capitalize on growth opportunities in the energy sector. We believe this sector’s robust and resilient profile enables us to thrive in the energy transition era, strategically expand across diversified technologies, and capture opportunities across multiple industries. | |
| · | Strong positioning within the evolving deregulated power market and proven commercial capabilities. Res. No. 400/25, effective since November 2025, was a milestone in the liberalization of Argentina’s power generation market, introducing a new marginal pricing framework and aiming at progressively shifting the sector towards market autoregulation by 2030. We believe we are particularly well positioned to benefit from this regulatory shift due to its asset composition, operational flexibility and established commercial capabilities. The Central Puerto and Central Costanera complexes represent over 53% of our installed capacity corresponding to formerly spot-regulated thermal generation assets, rendering them two strategically positioned generation hubs with strong connectivity to the Argentine power grid and access to fuel supply infrastructure. Under Res. No. 400/25, the introduction of a marginalist dispatch model with energy prices set in U.S. dollars and linked to variable production costs enhances price transparency and aligns incentives for efficient operators like us. Our commercial and operational teams are well-experienced and have demonstrated their ability to adapt to fast-paced market dynamics, actively managing our portfolio to increase value in a competitive environment. In addition, the evolving regulatory framework governing hydroelectric concession renewals, including the updated pricing mechanisms set in U.S. dollars and with increasing exposure to private contracts sales, further supports a more market-oriented revenues structure. We believe that our diversified generation portfolio, combined with our experience operating under both regulated and competitive schemes, enable us to effectively manage regulatory transitions while maintaining operational reliability and financial discipline. We believe that our scale, asset quality, and commercial expertise provide a competitive advantage in building and managing a robust generation portfolio, enabling us to take advantage of market liberalization measures while reinforcing our position as a leading power generation company in Argentina. |
| · | Strong cash flow generation supported by U.S. dollar-denominated revenues. A substantial portion of our revenues is denominated in U.S. dollars, primarily derived from (a) spot market sales, which have been U.S. dollar-denominated since late November 2025, (b) long-term PPAs with CAMMESA, (c) contracts entered into with large users and distribution companies for formerly spot thermal and hydro capacity, and (d) contracts entered into under the MATER and RenovAr regimes, as well as steam sales. These U.S. dollar-denominated revenue streams provide an improved hedge against local currency inflation and foreign exchange volatility, while long-term PPAs and contracted sales with large users enhance revenue visibility and cash flow predictability. Our revenues are diversified across spot sales, deregulated contracts, regulated contracts, private PPAs, and industrial steam sales, reducing reliance on any single remuneration mechanism. Payments under these arrangements are generally aligned with the current regulatory framework and market trends and principally depend on: (i) the availability of generation capacity, particularly in the case of thermal units, and (ii) the volume of electricity or steam generated and delivered. Our operational performance and track record support consistent capacity availability and dispatch performance, enabling Central Puerto to effectively convert operational performance into stable cash flow generation. |
| 49 |
| · | Solid and experienced management team with a successful track record in delivering growth. Our executive officers have vast experience and a long track record in corporate management with 20 years of experience in the industry on average. Our management has diverse experience navigating different business cycles, markets and sectors, as evidenced by the growth and expansion we have undergone since the early 1990s. Our management also has a proven track record in acquisitions and accessing financial markets and significant in-country know-how, with professionals who have taken an active role in project development and construction, developing private and public investment plans with both Argentine and international partners. In addition, our management team has business experience at the international and national level, are familiar with the operation of our assets in a constantly changing business environment and are strongly committed to our day-to-day decision-making process. |
In the year ended December 31, 2025, our management achieved significant milestones such as (a) adding 140 MW of thermal capacity through the closing of the Brigadier Lopez combined cycle, (b) acquiring 80 MW of solar capacity through the acquisition of the Cafayate solar farm, (c) adding 15 MW of solar capacity through the construction of the San Carlos solar farm, (d) securing contracts for two large-scale BESS projects, and (e) securing the renewal of the Piedra del Aguila concession for a thirty-year term.
Our executive officers have a solid understanding of Argentina’s historically volatile business environment. They have built and maintained mutually beneficial and long-lasting relationships with a diversified group of suppliers and customers and have cultivated relationships with regulatory authorities.
| · | Strong corporate governance. We maintain robust corporate governance practices through our corporate governance code, which reflects best practices based on stringent standards of transparency, efficiency, ethics, investor protection and equitable treatment of all investors in accordance with guidelines established by the CNV. We have also adopted a code of ethics and an internal conduct code that establish guidelines for professional conduct, ethical behavior, and employee performance. In addition, a majority of our Board of Directors qualifies as “independent” in accordance with the criteria established by the CNV, which may differ from the independence criteria of the NYSE and NASDAQ. |
Our Business Strategy
We seek to consolidate and grow our position in the Argentine energy industry by maintaining our existing asset base and by acquiring and developing new assets related to the sector. We decided to expand our businesses lines in those sectors in which Argentina has clear comparative advantages. The key components of our strategy are as follows:
| · | Consolidating our leading position in the energy sector. We seek to consolidate our position in the energy sector by analyzing value-generating alternatives through investments with a balanced approach to profitability and risk exposure. We are committed to maintaining our high operating standards and availability levels. To this end, we follow a strict maintenance strategy for our units based on recommendations from their manufacturers, and we perform periodic preventive and predictive maintenance tasks. We plan to focus our efforts on optimizing our current resources from a business, administrative and technological perspective, in addition to capitalizing on operating synergies from the plants currently under construction that rely on similar systems, know-how, customers and suppliers. |
| 50 |
| · |
Expanding renewable generation and energy storage technologies. During 2025, we continued to add renewable generation capacity. By the end of 2025, our solar and wind capacity represented 8.3% of our total installed capacity and 10.4% of our total electricity generation. Additionally, we added 95 MW of photovoltaic generation capacity through the acquisition of the Cafayate solar farm (80 MW) and the completion of the San Carlos solar farm (15 MW). In addition, in August 2025, we were awarded two BESS projects under long-term contracts, and initial works on such projects commenced shortly thereafter. Both projects are expected to be completed by mid-2027. The first project, located at the Central Puerto complex, is expected to have an installed capacity of 150 MW while the second project, located at the Central Costanera complex, is expected to have an installed capacity of 55 MW. We expect to continue expanding our portfolio of renewable generation and energy storage technologies (see Item 3D. Risk Factors—Risks Relating to our Business— Factors beyond our control may affect or delay the completion of the awarded projects or alter our plans for the expansion of our existing plants). Our subsidiary CP Renovables was responsible for developing, constructing and operating renewable energy generation projects. CP Renovables was fully merged with and into CEPU on October 1, 2025. See “Item 4—Information of the Company—Recent Developments – Simplification of Corporate Structure at Central Puerto S.A.”
| |
| · |
Maintaining an adequate financial position and sound cash flow levels. Our net leverage ratio has been consistently low, reflecting our adequate financial position and additional debt capacity, providing us with flexibility and competitiveness to leverage new business opportunities. We believe our adequate financial position is the result of our responsible financial policies and stable cash flows. We expect to expand our current cash flow levels in the coming years as a result of three substantial developments that occurred during 2025 (the closing of the Brigadier Lopez combined cycle, the completion of the construction of, and the initiation of the operations at, the San Carlos solar farm, and the acquisition of the Cafayate solar farm), the renewed hydro concession of Piedra del Águila and the new regulatory framework set forth by Res. No. 400/25. Additionally, we expect to further our rigorous maintenance programs for our production units, which we expect will help us continue the positive operational results we have experienced, particularly regarding our electric power dispatch availability. We intend to finance our expansion plans through market alternatives that enhance the return on capital of the projects, relying on loan agreements -such as credit facilities and project financing- and on the local and international capital markets. Each of CP La Castellana, CP Achiras, Vientos La Genoveva I, Vientos La Genoveva II (currently known as Puerto Energías Renovables S.A.U.), entered into long term loans to fund the development of renewable energy projects they were awarded and to purchase wind turbines. We also obtained a long-term loan from Kreditanstalt für Wiederaufbau (“KfW”) to support the construction of the Luján de Cuyo cogeneration project, and a loan from Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC. to purchase the Brigadier Lopez plant, which was fully paid on January 12, 2024.
In August 2025, Central Puerto issued its Class “C” corporate bond in the Argentine market, raising US$89 million, bearing interest at a rate of 8.00% per annum, and maturing in 2029.
In addition, on December 19, 2025, Central Puerto and the International Finance Corporation (“IFC”), entered into a financing agreement for a total amount of US$300 million to finance Central Puerto’s BESS projects and the renewal of the Piedra del Águila hydroelectric power plant concession. See “Item 5.A. Operating Results—Indebtedness”. We expect that the new capacity from these projects will allow us to further increase our cash flow, while enhancing our financial position. |
Our Subsidiaries
Central Vuelta de Obligado S.A.
CVOSA is a private, unlisted company, engaged in managing the purchase of equipment and building, operating and maintaining the CVOSA power plant that was constructed and began operations on March 20, 2018, under a program substantially similar to the FONINVEMEM program.
| 51 |
We have 54.59% of the voting rights in CVOSA (while Central Costanera owns an additional 1.30% ownership interest), which grants us the power to unilaterally approve resolutions for which a majority is required at the relevant shareholders’ meetings. However, pursuant to a shareholders’ agreement entered into among Hidroeléctrica El Chocón S.A., Central Dock Sud S.A. and Central Costanera S.A (the “Other CVOSA Shareholders”) and us, we will only be able to approve the following decisions with the affirmative vote of the Other CVOSA Shareholders: (i) entering into a merger, spin-off, transformation or liquidation; (ii) increasing or decreasing the capital stock; (iii) receiving capital contributions; (iv) entering into transactions with related parties; (v) amending the bylaws; (vi) entering into an operating and maintenance agreement for the Vuelta de Obligado power plant; (vii) approving the trust agreement in connection with the Vuelta de Obligado power plant and its amendments; (viii) filing any lawsuit against any governmental authorities, CAMMESA and/or the FONINVEMEM trust fund currently holding the Vuelta de Obligado power plant; (ix) entering into engineering services, gas supply and transportation agreements; and (x) entering into a power purchase agreement with CAMMESA for the Vuelta de Obligado power plant. If such decisions are to be decided at a board of directors’ meeting, they can only be approved with the affirmative vote of at least one member of the board of directors appointed by the Other CVOSA Shareholders.
The board of directors of CVOSA is currently composed by four members, two of which (the current chairman and vice-chairman of the board) have been appointed by us. In addition, we have the right to appoint the chairman of the board of directors of CVOSA, who has double vote in case of a tie. In addition, we have the right to appoint one member of the supervisory committee of CVOSA.
Pursuant to the terms of the FONINVEMEM agreement relating to the Vuelta de Obligado power plant, on the tenth anniversary of the start of operations of the Vuelta de Obligado power plant, which occurred on March 20, 2018, all governmental entities that financed the construction of the Vuelta de Obligado power plant have the right to be incorporated as shareholders of CVOSA, which in turn may dilute our interest in CVOSA. If such dilution were to occur, we may no longer control CVOSA.
Proener S.A.U.
Proener S.A.U. is a private, unlisted company. We hold a 100.00% interest in Proener S.A.U., a company engaged in investment activities in the energy and forestry sectors.
CP Renovables S.A.
In 2016, we formed a subsidiary, CP Renovables S.A. (“CP Renovables”), to develop, construct and operate renewable energy generation projects.
On March 31, 2025, CEPU and CP Renovables’ Boards of Directors approved a corporate reorganization whereby CEPU would absorb the entirety of CP Renovables’ assets and liabilities, thereby assuming ownership of all assets, liabilities, rights, and obligations of CP Renovables as of the effective date of the merger.
On June 17, 2025, Central Puerto and CP Renovables entered into a definitive merger agreement. The merger became effective on October 1, 2025, at which time Central Puerto received all of the assets and assumed all of the liabilities of CP Renovables. Following the merger, CP Renovables was dissolved without liquidation, as Central Puerto directly and indirectly owns 100% of the shares of CP Renovables.
CP Achiras S.A.U.
CP Achiras S.A.U. is a private, unlisted company. As of December 31, 2025, we held a 100.00% interest in the capital stock of CP Achiras S.A.U., a company engaged in the generation and commercialization of electric power through renewable sources.
| 52 |
Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.)
Puerto Energías Renovables S.A.U. (formerly Vientos La Genoveva II S.A.) is a private, unlisted company, engaged in generation and commercialization of electric power through renewable sources. As of December 31, 2025, we held a 100.00% interest in the capital stock of Puerto Energías Renovables S.A.U.
Effective January 1, 2025, Vientos La Genoveva II S.A. merged with our subsidiaries, CP Manque S.A.U., CP Los Olivos S.A.U. and CPR Energy Solutions S.A.U., being Vientos la Genoveva II S.A. the continuing company, whose legal form was converted to a corporation (sociedad anónima) under Argentine law. See “Item 4. Information of the Company— Recent Developments—Simplification of Corporate Structure at Central Puerto S.A.”
CP La Castellana S.A.U.
CP La Castellana is a private, unlisted company. As of December 31, 2025, we held a 100.00% interest in the capital stock of CP La Castellana, a company engaged in generation and commercialization of electric power through renewable sources.
Vientos La Genoveva S.A.U.
Vientos La Genoveva S.A.U. is a private, unlisted company. On March 7, 2018, our former subsidiary CP Renovables S.A. acquired 100% of the equity interests in Vientos La Genoveva S.A., a company engaged in generation and commercialization of electric power through renewable sources. As of December 31, 2025, we held a 100.00% interest in the capital stock of Vientos La Genoveva S.A.U.
Forestal Argentina S.A.
Forestal Argentina S.A. is a private, unlisted company. Our subsidiary Proener holds a 96.48% interest while Central Puerto S.A. holds 3.52% of the capital stock of Forestal Argentina S.A., a company engaged in the production and commercialization of forestry assets.
On March 31, 2025, the Board of Directors of Empresas Verdes Argentina S.A. (EVASA), Forestal Argentina S.A. (FASA), Estancia Celina S.A. (ECSA) and Las Misiones S.A. (LMSA) approved the corporate reorganization whereby EVASA would absorb the entirety of EVASA, FASA, ECSA and LMSA’s assets and liabilities, thereby assuming ownership of all assets, liabilities, rights, and obligations of such companies as of the effective date of the merger. The merger became effective on June 30, 2025, after which the legal name of EVASA was changed to Forestal Argentina S.A. “Item 4. Information of the Company—Recent Developments— Simplification of Corporate Structure at Central Puerto S.A.”
Loma Alta Forestal S.A.
Loma Alta Forestal S.A. is a private, unlisted company. Our subsidiary Proener holds a 98.00% interest while we hold a 2.00% interest in the capital stock of Loma Alta Forestal S.A., a company engaged in the production and commercialization of forestry assets.
Central Costanera S.A.
Central Costanera S.A. is a public, listed company on BYMA that is 71.94% owned by Proener as of December 31, 2025 and is engaged in the production and commercialization of electric energy.
CP Cordillera Solar S.A.U (formerly known as Cordillera Solar VIII S.A.)
Cordillera Solar is a private, unlisted company which owns the Guañizuil IIA photovoltaic plant located in the Province of San Juan. As of December 31, 2025, we held a 100.00% interest in the capital stock of Cordillera Solar S.A.U.
| 53 |
CP Servicios Renovables S.A.U. (formerly known as Scatec Equinor Solutions Argentina S.A.)
CP Servicios Renovables S.A.U. is a private, unlisted company, that owns the Guañizuil IIA photovoltaic plant located in the Province of San Juan. As of December 31, 2025, we held a 100.00% interest in the capital stock of CP Servicios Renovables S.A.U.
PS Cafayate S.R.L.
PS Cafayate S.R.L. is a private, unlisted company which operates the Cafayate solar farm. As of December 31, 2025, we held a 99.99% interest in PS Cafayate S.R.L., while Proener held the remaining 0.01%.
Puerto Energía S.A.U.
Puerto Energía S.A.U. is a private, unlisted company, authorized to participate as energy trader in the WEM. As of December 31, 2025, we held a 100.00% interest in Puerto Energía S.A.U.
Piedra del Águila Hidroeléctrica Argentina S.A.
Piedra del Águila Hidroeléctrica Argentina S.A. is a private, unlisted company that holds the concession to operate the HPDA hydroelectric complex. On January 9, 2026, we acquired 100% of the share capital of Piedra del Águila Hidroeléctrica Argentina S.A. as the successful bidders in a national and international public tender conducted by the Argentine Minister of Economy.
Our Affiliates
Termoeléctrica José de San Martín S.A. (TJSM) and Termoeléctrica Manuel Belgrano S.A. (TMB)
TJSM and TMB are private, unlisted companies, which are engaged in managing the purchase of equipment, and building, operating and maintaining the San Martín and Belgrano power plants, respectively, each constructed under the FONINVEMEM program.
As of December 31, 2025, we had 11.31% of the voting rights in TJSM and 12.72% of the voting rights in TMB.
The board of directors of each of TJSM and TMB consists of nine members.
After ten years of operations, TJSM and TMB were entitled to receive property rights to the San Martín and Belgrano power plants from the trusts holding ownership interests in them. At such time, the term of the trusts would expire and the Argentine Government, that financed part of the construction, had to be incorporated as a shareholder of TJSM and TMB. Consequently, our interests in TJSM and TMB were diluted in 2021. In the case of TMB and TJSM, the ten-year period expired on January 7, 2020, and on February 2, 2020, respectively. From such dates, during the following 90-day period, TJSM and TMB and their shareholders had to perform all the necessary acts to grant the Argentine Government the corresponding shares in the equity stake of TJSM and TMB that their contributions entitle the Argentine Government to receive.
On January 3, 2020, before the aforementioned 90-day period commenced, the Argentine Government sent a notice to us (doing the same with TSM, TMB and other generation companies that are shareholders of TJSM and TMB) stating that, in accordance with the FONINVEMEM Agreement, TJSM and TMB should perform all necessary acts to incorporate the Argentine Government as shareholder of both companies, claiming, in each case, the following equity interest rights: 65.006% in TMB and 68.826% in TJSM.
On January 9, 2020, we, together with the other generation companies, shareholders of TJSM and TMB, replied to such notice stating that the Argentine Government’s equity interest claims did not correspond with the contributions that the Argentine Government made for the construction of the power plants under the terms of the FONINVEMEM Agreement. On March 4, 2020, the Argentine Government reiterated its previous claim to us.
| 54 |
Additionally, on January 7, 2020 and on January 9, 2020, Central Puerto, together with the other shareholders of TJSM and TMB, Banco de Inversión y Comercio Exterior (“BICE”), TJSM, TMB and the Energy Secretariat, amended the Operation and Maintenance Agreement of the Manuel Belgrano Thermal Facility (the “TMB OMA”) and the Operation and Maintenance Agreement of the San Martín Thermal Facility ( the “TJSM OMA”). The amendments to the TMB OMA and TJSM OMA extended the agreements until each of the trust’s liquidation effective date.
In March 2020, Central Puerto filed an administrative appeal against the Argentine Government challenging the acts referred to above (the “Claim”). In the Claim, the shareholders of TJSM and TMB do not contest the inclusion of the Argentine Government as a shareholder in those companies but nevertheless assert that its equity interest in each company should be lower than the percentages claimed by the Argentine Government. As a result, even if the Claim is successful, our equity interests in TJSM and TMB would remain significantly diluted.
On May 4, 2020, and May 8, 2020, the extraordinary shareholders’ meetings of TMB and TJSM, respectively, approved the incorporation of the Argentine Government as shareholder of TJSM and TMB. In each of the extraordinary shareholders’ meetings, the approved equity interest that was approved was the equity interest that the Argentine Government claims that it is entitled to, which is: 65.006% in TMB and 68.826% in TJSM.
In each of the shareholders’ meetings, Central Puerto (and other shareholders), made the corresponding reservation of rights to continue with the Claim, and expressly stated that the incorporation of the Argentine Government as a shareholder in TMB and TJSM was approved for the sole purpose of achieving the transfer of the trust assets -which include, among others, the power plants- from the respective trusts to TJSM and TMB.
On March 11, 2021, the Argentine Government subscribed its shares and the equity of the shareholders of TJSM and TMB were diluted. In our case, our equity interests were diluted from 30.875% to 9.627% in TJSM and from 30.946% to 10.831% in TMB.
Due to the acquisition of Central Costanera S.A., we hold equity interests of 11.31% in TJSM, 12.72% in TMB and 54.59% in CVOSA. As of the date of this annual report, the transfer of the power stations to TSM and TMB was not completed. See “Item 3D. Risk Factors—Risks Relating to our Business—Our interests in TJSM, TMB were diluted and CVOSA will be significantly diluted”.
In the case of CVOSA, when the CVO Trust term expires after ten years of operation of the respective power plant, the Argentine Government will be incorporated as shareholder, with a stake of at least 70.00% pursuant to FONINVEMEM arrangements for CVOSA. The dilution of our interest in CVOSA will reduce our income from this power plant, adversely affecting our results of operations. See “Item 4.B. Business Overview—FONINVEMEM and Similar Programs”.
Ecogas Inversiones S.A.
On October 1, 2025, following receipt of the required authorizations from the CNV and the BCBA, and pursuant to the approvals granted by the extraordinary shareholders’ meetings of Central Puerto and Ecogas held on May 22, 2025, Central Puerto completed its previously announced spin-off and merger transaction with Ecogas, in accordance with the definitive corporate reorganization agreement executed on June 17, 2025.
Under this spin-off and merger transaction, CEPU transferred to Ecogas certain equity interests and Ps.305 million in cash, and Ecogas issued 80,973,264 new Class D common shares to CEPU shareholders on a pro rata basis, using September 26, 2025 as record date and an exchange ratio of one Ecogas share for every 18.6694 CEPU shares, with cash paid in lieu of fractional shares. Following the transaction, Ecogas increased its share capital and continued as the surviving entity holding the spun-off assets, while CEPU continued to operate its electricity generation business.
| 55 |
CEPU shareholders in Argentina, as well as holders of CEPU American Depositary Receipts, received the corresponding Ecogas securities on October 1, 2025.
Transportadora de Gas del Mercosur S.A. (TGM)
TGM is a private, unlisted company. We hold a 20.00% interest in the capital stock of TGM, which owns a natural gas pipeline extending from Aldea Brasilera (in the Province of Entre Rios) to Paso de los Libres (in the Province of Corrientes).
The remaining 80.00% is owned by Total Gas y Electricidad Argentina S.A. (32.68%), Tecpetrol S.A. (21.79%), RPM Gas S.A. (14.63%) and Compañía General de Combustibles S.A. (10.90%).
The pipeline is approximately 450 km long and its transportation capacity reaches up to 15 million cubic meters per day.
3C Lithium Pte. Ltd.
On December 26, 2024, we subscribed 55,000,000 shares, equivalent to 27.5% of the share capital and voting rights of 3C Lithium Pte. Ltd. ("3C"), (a company incorporated under the laws of Singapore), which holds 100% of the share capital of Minera Cordillera S.A., an Argentine company that holds the mining rights to the "Tres Cruces" project, located in the province of Catamarca, Argentina.
On January 26, 2026, we acquired and subscribed additional shares in 3C Lithium Pte. Ltd., increasing our ownership interest to 35% of the share capital of such company.
Piedra del Águila Hidroeléctrica Argentina S.A
On January 9, 2026, Central Puerto acquired 100% of the share capital of Piedra del Águila Hidroeléctrica Argentina S.A. as the successful bidder in a national and international public tender conducted by the Argentine Ministry of Economy. Piedra del Águila Hidroeléctrica Argentina S.A. holds the concession to operate the HPDA hydroelectric complex. The purchase price for the shares was US$245 million and was paid on January 5 and January 6, 2026, while CEPU took over the concession on January 9, 2026. CEPU currently retains full operational control of the asset until 2055.
Business Overview
All of our operations in the power generation sector are concentrated in sixteen plants in Argentina, and our portfolio can be divided into two types of electric power generation plants: (i) electric power generation from conventional sources and (ii) electric power generation from renewable sources.
The table below details certain operating features regarding our power generation assets for the periods indicated:
| 56 |
|
For the year ended December 31, |
|||||||
|
|
|||||||
|
2025 |
2024 |
2023 |
|||||
| Generation—GWh/year | |||||||
| Puerto Complex | 4,936 | 5,109 | 5,371 | ||||
| Costanera Complex(4) | 3,947 | 4,638 | 3,367 | ||||
| Luján de Cuyo plant | 2,563 | 3,376 | 3,138 | ||||
| Brigadier Lopez plant | 59 | 95 | 67 | ||||
| San Lorenzo plant | 2,484 | 2,263 | 2,037 | ||||
| Piedra del Águila plant | 2,683 | 4,348 | 5,173 | ||||
| La Castellana I wind farm(2) | 398 | 372 | 398 | ||||
| La Castellana II wind farm(2) | 68 | 46 | 70 | ||||
| Achiras wind farm(2) | 195 | 186 | 188 | ||||
| Manque wind farm(2) | 255 | 254 | 238 | ||||
| Olivos wind farm(2) | 107 | 106 | 99 | ||||
| La Genoveva I wind farm(2) | 369 | 360 | 378 | ||||
| La Genoveva II wind farm(2) | 175 | 171 | 177 | ||||
| PS Guañizuil II A(3) | 275 | 281 | 73 | ||||
| Cafayate solar farm | 84 | 0 | 0 | ||||
| San Carlos solar farm | 5.5 | 0 | 0 | ||||
| Total | 18,603 | 21,605 | 20,774 | ||||
| Sales under Spot Sales and electric power sales on the spot market—GWh/year | |||||||
| Puerto Complex | 4,036 | 5,109 | 5,371 | ||||
| Costanera Complex(4) | 3,947 | 4,638 | 3,367 | ||||
| Luján de Cuyo plant | 1,672 | 2,284 | 2,489 | ||||
| Brigadier Lopez plant | 59 | 95 | 69 | ||||
| San Lorenzo plant | 293 | 32 | 41 | ||||
| Piedra del Águila plant | 2,683 | 4,348 | 5,174 | ||||
| La Castellana I wind farm(2) | — | — | — | ||||
| La Castellana II wind farm(2) | — | — | — | ||||
| Achiras wind farm(2) | — | — | — | ||||
| Manque wind farm(2) | — | 4 | — | ||||
| Olivos wind farm(2) | — | 2 | — | ||||
| La Genoveva I wind farm(2) | — | — | — | ||||
| La Genoveva II wind farm(2) | — | — | — | ||||
| PS Guañizuil II A(3) | — | — | — | ||||
| Total | 12,690 |
16,512 |
16,511 | ||||
| Sales under contracts and Power Purchase Agreements—GWh/year | |||||||
| Puerto Complex | — | — | — | ||||
| Costanera Complex(4) | — | — | — | ||||
| Luján de Cuyo plant | 891 | 698 | 641 | ||||
| Brigadier Lopez plant | — | — | — | ||||
| San Lorenzo plant | 2,192 | 2,013 | 1,987 | ||||
| Piedra del Águila plant | — | — | — | ||||
| La Castellana I wind farm(2) | 68 | 340 | 398 | ||||
| La Castellana II wind farm(2) | 195 | 43 | 70 | ||||
| Achiras wind farm(2) | 255 | 169 | 188 | ||||
| Manque wind farm(2) | 107 | 225 | 245 | ||||
| 57 |
|
For the year ended December 31, |
|||||||
|
|
|||||||
|
2025 |
2024 |
2023 |
|||||
| La Genoveva II wind farm(2) | 369 | 166 | 378 | ||||
| Olivos wind farm(2) | 175 | 88 | 177 | ||||
| La Genoveva I wind farm(2) | 275 | 331 | 92 | ||||
| PS Guañizuil II A(3) | 84 | 256 | 73 | ||||
| San Carlos solar farm(2) | 5.5 | — | — | ||||
| Total | 4,616 |
4,329 |
4,249 | ||||
| Energy purchases—GWh/year | |||||||
| Puerto Complex | 40 | 32 | 49 | ||||
| Costanera Complex(4) | 62 | 64 | 66 | ||||
| Luján de Cuyo plant | 11 | 11 | 11 | ||||
| Brigadier Lopez plant | — | — | — | ||||
| San Lorenzo plant | 0.5 | 2 | 3 | ||||
| Piedra del Águila plant | 0.01 | — | — | ||||
| La Castellana I wind farm(2) | 0.5 | — | 1 | ||||
| La Castellana II wind farm(2) | — | — | — | ||||
| Achiras wind farm(2) | 0.2 | — | — | ||||
| Manque wind farm(2) | — | — | — | ||||
| La Genoveva II wind farm(2) | 0.5 | — | — | ||||
| Olivos wind farm(2) | — | — | — | ||||
| La Genoveva I wind farm(2) | 0.3 | — | — | ||||
| PS Guañizuil II A(3) | 1.3 | 2 | — | ||||
| Cafayate solar farm | 0.4 | — | — | ||||
| Total | 117 | 111 | 130 | ||||
| Steam production (metric tons/year) | |||||||
| Luján de Cuyo plant | 1,246,057 | 1,164,375 | 928,381 | ||||
| San Lorenzo plant | 2,140,111 | 1,777,811 | 1,089,509 | ||||
| Total | 3,386,168 |
2,942,186 |
2,017,890 | ||||
| Natural gas consumption—MMm3/year | |||||||
| Puerto Complex | 884 | 999 | 876 | ||||
| Costanera Complex(4) | 696 | 929 | 902 | ||||
| Luján de Cuyo plant | 429 | 644 | 660 | ||||
| Brigadier Lopez plant | 10 | 12 | 1 | ||||
| San Lorenzo plant | 377 | 288 | 274 | ||||
| Total | 2,396 |
2,872 |
2,713 | ||||
| Gas oil consumption—thousands of m3/year | |||||||
| Puerto Complex | 29 | 62 | 44 | ||||
| Costanera Complex(4) | 3 | 1 | 10 | ||||
| Luján de Cuyo plant | — | — | — | ||||
| 58 |
|
For the year ended December 31, |
|||||||
|
|
|||||||
|
2025 |
2024 |
2023 |
|||||
| Brigadier Lopez plant | 3 | 15 | 19 | ||||
| San Lorenzo plant | 38 | 87 | 105 | ||||
| Total | 73 | 165 | 178 | ||||
| Fuel oil consumption—thousands of tons/year | |||||||
| Puerto Complex | 37 | 104 | 278 | ||||
| Costanera Complex(4) | 10 | 21 | 52 | ||||
| Luján de Cuyo plant | — | 8 | 4 | ||||
| Brigadier Lopez plant | — | — | — | ||||
| San Lorenzo plant | — | — | — | ||||
| Total | 47 | 133 | 334 | ||||
| Availability—% per year(1) | |||||||
| Puerto Complex | 70 | % | 73 | % | 75 | % | |
| Costanera Complex(4) | 74 | % | 70 | % | 43 | ||
| Luján de Cuyo plant | 94 | % | 88 | % | 89 | % | |
| Brigadier Lopez plant | 86 | % | 97 | % | 93 | % | |
| Piedra del Águila plant | 98 | % | 98 | % | 98 | % | |
| San Lorenzo plant | 97 | % | 99 | % | 99 | % | |
| Weighted average for thermal units(1) |
84 |
% |
90 |
% | 66 | % | |
| Weighted average for thermal and hydro plants(1) | 86 | % | 98 | % | 73 | % | |
| _____________ |
Source: CAMMESA
| Notes:- |
| (1) | Weighted average based on the power capacity of each unit without considering renewable energy units, which do not receive payments tied to their availability. |
| (2) | La Castellana I is owned by CP La Castellana S.A.U., La Castellana II , Manque, Los Olivos, La Genoveva II and the San Carlos solar farm are owned by Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) La Genoveva I is owned by Vientos La Genoveva S.A.U. Achiras wind farm is owned by CP Achiras S.A.U. As of December 31, 2025, CP La Castellana S.A.U., Puerto Energías Renovables S.A.U., Vientos La Genoveva S.A.U. and CP Achiras S.A.U. were all wholly-owned subsidiaries of Central Puerto S.A. |
| (3) | PS Guañizuil II A solar farm is owned by CP Cordillera Solar S.A.U. which is a fully owned subsidiary of Central Puerto S.A. Cafayate solar farm is 99.99% owned by Central Puerto S.A. and 0.01% by Proener S.A.U. as of December 31, 2025. |
| (4) | The Costanera complex is owned by Central Costanera S.A. which is 71.94% owned by Proener S.A.U., as of December 31, 2025. As of the date of this annual report, we own a 100% interest in Proener. |
See “Item 4.B. Business Overview—Our Subsidiaries”.
The table below shows the average availability rates of Central Puerto’s combined thermal plants in the year ended December 31, 2025:
| __________________ |
Source: Central Puerto, CAMMESA.
| 59 |
The following graph shows the evolution of Central Puerto’s electric power generation for the period 2021-2025:
| __________ |
Source: CAMMESA.
Electricity Generation from our Thermal Generation Plants
As of December 31, 2025, we owned five thermal generation plants and complexes: the Central Puerto Complex, the Costanera Complex, Brigadier Lopez, Luján de Cuyo and San Lorenzo.
Central Puerto Complex
Our Central Puerto Complex is composed of two facilities, Nuevo Puerto, including the Puerto combined cycle plant, and Puerto Nuevo (collectively, the “Central Puerto Complex”), located in the port of the City of Buenos Aires on the bank of the Río de la Plata. The two facilities are close to one another inside a complex of 246,475 square meters with a total installed capacity of 1,747 MW. Nuevo Puerto’s facilities (which includes both the Nuevo Puerto plant and the Puerto combined cycle plant) has 70,518 square meters. Puerto Nuevo has approximately 92,370 square meters.
Nuevo Puerto’s facilities were completed in 1926 and Puerto Nuevo’s facilities were completed in 1930. The two facilities were merged into a single company in the 1980s within SEGBA, which was later converted to Central Puerto after its privatization in 1992.
Nuevo Puerto is located at Av. Thomas Edison 2001/2151 in the City of Buenos Aires in the northern part of the complex and has two conventional steam turbine generator sets (steam turbine units 5 and 6). The plant can run on natural gas and fuel oil and has a current installed capacity of 360 MW.
| 60 |
The Central Puerto Complex combined cycle plant was built at Nuevo Puerto’s facilities and commenced commercial operations in 2000. The Central Puerto Complex combined cycle plant has an installed capacity of 798 MW and is composed of two General Electric 9FA gas turbines, two heat recovery steam generators and a General Electric D11 steam turbine. The Puerto combined cycle plant is one of the most modern and efficient plants in Argentina and can run on natural gas, gas oil and a blend of up to 20.00% gas oil and biodiesel when running on liquid fuel.
Puerto Nuevo is located at Av. Thomas Edison 2701 in the City of Buenos Aires in the southern part of the complex and has three conventional steam turbine generator sets (steam turbine units 7, 8 and 9). The plant is capable of running on natural gas and fuel oil and has an installed capacity of 589 MW.
Technology. The steam turbine generators at both facilities include turbines with high, medium and low-pressure stages that run on superheated steam from a dedicated conventional heat generator. The steam turbine generator works on a cycle. Water flows towards a heat generator that creates steam. The expansion of the steam makes the turbine rotate, triggering an electric power producing generator. Once the steam has been used in the turbine, it is collected in condensers where it returns to its liquid form, and the water flows again towards the heat generator to produce more steam and feed the turbine again.
The combined cycle technology is one of the most efficient fossil fuel-based electric power generation technologies. It works by feeding each gas turbine with a mix of fuel and air. The gas that is produced from this process expands rapidly due to combustion and the generator and turbine ultimately convert the resulting rotational energy into electric power. The exhaust gas from each turbine is collected and channeled to a heat recovery steam generator that uses the heat energy contained in the gas turbine exhaust gas to produce steam. The steam that is produced is injected into a steam turbine where it expands and transmits energy to the turbine, which converts the energy into electric power through a generator. Similar to a conventional steam turbine, the steam is condensed and sent back to the circuit to produce more steam.
Location. The Puerto Complex is located inside the port of the City of Buenos Aires and has a right-of-way to use the port facilities, allowing it to receive and store fuel on a large scale. The liquid fuel (gas oil, fuel oil and biodiesel) is delivered by ships that dock near the premises, where the fuel is directly unloaded at the complex. To provide operating flexibility, the Puerto Nuevo and Nuevo Puerto facilities have underground connection systems, which are used to move fuel between plants based on each plant’s delivery needs.
The Puerto Complex’s location on the bank of the Río de la Plata is also convenient in terms of water supply, which is a basic input for our plants. Water is integral both for creating steam and cooling the generation units. Puerto Nuevo and Nuevo Puerto have water treatment facilities that are capable of taking water from the river and delivering it at the quality required for each stage of the electric power generation process.
We currently own the property where the Nuevo Puerto, Puerto combined cycle and Puerto Nuevo plants are located.
Supply. The electric power produced at each plant is delivered to the SADI through a transformer belonging to our generation units. The transformer adjusts the generator output voltage to the voltage required by the network. The electric power is delivered at 132 KV sub-stations neighboring the plants, which are currently operated by Edenor S.A. (the holder of the electric power distribution concession in the area where the Puerto Complex is located).
Costanera Complex
Our Central Costanera complex has 1,789 MW of installed capacity. This capacity is comprised of four Steam Turbine units totaling around 661 MW (including i. three British Thomson-Houston - BTH - units, each approximately 120 MW, operational since the 1960s, and ii. one 310 MW LMZ unit from 1984), with the option of being fueled by both natural gas and fuel oil.
| 61 |
The Central Costanera complex commenced operations in 1963, and is strategically located in the southern area of the port of the Autonomous City of Buenos Aires, adjacent to the Río de la Plata. This positioning allows a significant flexibility in fuel supply, and also a key proximity to the country’s major electricity consumption center, the Greater Buenos Aires area.
Additionally, it features two high-efficiency combined cycles, a Siemens unit of approximately 277 MW, which was Argentina's first combined cycle, built during 1995-1996, and a Mitsubishi unit of 851 MW, capable of operating with either natural gas or gas oil, commissioned in 1999. In May 2024 units COSTTV04 (120 MW) and COSTTV06 (350 MW), were officially decommissioned through Resolution 57/2024, following a request originally made by Enel, former owner of such power plant. This decision had no impact on revenues.
Central Costanera injects its energy into the SADI via connections at 132kv and 220kv, facilitated by a transformer station operated by EDESUR.
Luján de Cuyo Plant
The Luján de Cuyo plant is located in Luján de Cuyo, Mendoza and has an installed capacity of 576 MW. The plant began operating in 1971, and has eleven generating units, seven gas turbines, three steam turbines and a mini-hydroelectric turbine (which began operating in 2013). The plant has a total installed capacity of 576 MW.
The premises on which the Luján de Cuyo plant is located are on the banks of the Mendoza River, a major river in the Province of Mendoza. The Luján de Cuyo plant’s access to water from the Mendoza River provides it with a source of water to supply the generation process and to cool the condensers. The facility has a water treatment plant with production levels suitable to meet its requirements.
The main generator is a highly efficient combined cycle unit composed of a Siemens gas turbine (TG25) and a Sköda steam turbine (TV15).
The plant also has a combined heat and power (CHP) unit in place, which commenced operations on October 5, 2019. This unit supplies up to 125 tons per hour of steam to YPF’s refinery in Luján de Cuyo under a steam provision contract. The plant has two Siemens gas turbines (TG26 and TG27) and two heat recovery steam generators. The steam flows into YPF’s facilities through a steam duct that connects the plant to the refinery. Both gas turbines can operate on natural gas or gas oil.
In 2018, we acquired two Siemens gas turbines with a combined capacity of 46 MW. These turbines commenced commercial operations in October 2019. We also participated in competitive bidding processes for electric capacity and were awarded 93 MW for winter periods and 89 MW for summer periods.
The Luján de Cuyo plant also has two Alstom-branded Frame5-type gas turbines (TG23 and TG24). Prior to the commencement of operation of units TG26 and TG 27 described above, TG23 and TG24 supplied steam to the YPF Luján de Cuyo refinery in a combined heat and power (cogeneration) configuration. On October 5, 2019, TG23 and TG24 were set up to work in an open cycle configuration. Both gas turbines can operate on natural gas or gas oil.
The Luján de Cuyo plant also had an ABB combined cycle unit in place composed of one gas turbine (TG22), which operates on natural gas or gas oil, or on blends of gas oil and biodiesel (up to 30%).
The electric power generated by the units installed in the Luján de Cuyo plant is delivered to the SADI through a connection between the network and the Luján de Cuyo 132 KV sub-station, which is adjacent to the plant. The sub-station is operated by Distrocuyo, an operator of the trunk pipeline system from the Cuyo region. Steam is delivered to YPF pursuant to separate contract through a short pipeline that connects our Luján de Cuyo plant with YPF’s adjacent Luján de Cuyo refinery.
Because the Luján de Cuyo plant is land-locked, liquid fuels must be transported by land, typically by truck. To accommodate the fuel supply chain, the plant has an unloading area for trucks with facilities equipped to receive gas oil, fuel oil and biodiesel. YPF is required to supply natural gas to be used on-site, and, in the event of a shortage, YPF is required to supply gas oil for up to 45 days per year. The location of the YPF-owned Luján de Cuyo refinery makes the logistics process easier due to the proximity of the Luján de Cuyo refinery to the Luján de Cuyo plant.
| 62 |
Brigadier Lopez Plant
The Brigadier Lopez power plant is located in the Sauce Viejo Industrial Plant, in the city of Sauce Viejo, Santa Fe. The Sauce Viejo industrial plant is located on the National Highway N° 11, 20 km from Santa Fe City, capital district of the Province of Santa Fe. This location is highly convenient due to its accessibility and logistic advantages.
Furthermore, the Brigadier Lopez power plant is located on the banks of the Coronda River, one of the major branches of the Paraná River. Such access from the Coronda River provides a source of water supply for the generation process and the steam turbine’s condenser. The facility has a water treatment plant with production levels suitable to meet its requirements.
The plant originally had an installed capacity of 281 MW and has been in operation since August 2012. In 2025, we concluded the closing of Brigadier Lopez’s combined cycle, increasing the total installed capacity of the power plant to 421 MW.
Central Puerto acquired the plant in June 2019, with the objective of installing a steam turbine, which had already been acquired, with an installed capacity of up to 140 MW in a combined cycle configuration together with the existing gas turbine. Such project was effectively concluded and operational in December 2025 and initiated commercial operations in January 2026 (See “Item 4. A History and development of the Company—Purchase of the Brigadier Lopez Plant").
The Brigadier Lopez Power Plant has 421 MW of total capacity, operating as a combined cycle unit. This generating unit is composed of a modern Siemens Gas Turbine (TG01) model SGT5-4000 F and an air-cooled Siemens power generator, model SG 1000A. The Gas Turbine can operate both on natural gas and gas oil (diesel oil).
In addition, the plant has a 140 MW Steam Turbine model SST-900 RH Dual Casing and a Heat Recovery Steam Generator. Under a combined cycle configuration, the Brigadier Lopez plant currently operates as a highly efficient combined cycle, increasing both its efficiency and total power capacity.
The electric power generated by the units installed in the Brigadier Lopez power plant is delivered to the SADI, first through a high voltage power transformer, and then through the Brigadier Lopez 132 kV power sub-station. While the transformer is property of Central Puerto, the sub-station is operated by EPE Santa Fe (holder of the electric distribution and transmission concession in the Province of Santa Fe). The transformer changes the generator’s voltage output to meet the required voltage of the electrical grid, and the sub-station serves as an interface between the Brigadier Lopez plant and the overhead transmission lines connected to the SADI.
The plant operates most of the time using natural gas. It is connected to the main gas pipeline through a 19-km dedicated pipeline that guarantees supply of natural gas. Alternatively, the plant can also be operated using liquid fuels which must be transported by land, typically by truck. To accommodate the fuel supply chain, the plant has an unloading area for trucks with facilities equipped to receive and deliver gas oil. Additionally, the plant has a dock (which, as of the date of this annual report is not yet operational), for purposes of receiving liquid fuels transported by tanker ships.
San Lorenzo
The San Lorenzo power plant is located near San Lorenzo city in the Province of Santa Fe. In 2014, we acquired four heavy-duty, highly efficient gas turbines ((i) one General Electric gas turbine with a capacity of 373 MW; (ii) two Siemens gas turbines, each with a capacity of 298 MW; and (iii) one Siemens gas turbine with a capacity of 286 MW) and were awarded two co-generation projects at San Lorenzo (with an awarded electric capacity of 330 MW and 317 MW for the winter and summer, respectively) that started operations on August 15, 2021.
| 63 |
The San Lorenzo power plant is a Siemens combined cycle able to generate up to 391 MW, with a 291 MW Gas turbine and a 100 MW Steam turbine. By electric output regulation, the plant can supply up to 370 tn/h of steam to our neighbor customer, T6 Industrial S.A. Gas turbine can operate on natural gas or gas oil.
The electric power generated by the units installed in the San Lorenzo plant is delivered to the SADI through two connections. The steam turbine generator is connected by a 132 KV cable with San Lorenzo Substation (EPESF facility) and the gas turbine generator is connected by a 500 KV line to TRANSENER facilities.
Maintenance
The plants have repair shops, warehouses and facilities suitable for the operation and maintenance of the units. Maintenance of the plants is coordinated with CAMMESA to avoid shortage in the power grid. Repair and maintenance procedures are key to the success of our business and are conducted according to unit type by either our own staff or under long-term service agreements executed with leading global companies in the construction and maintenance of thermal generation plants, such as (i) General Electric, which is in charge of the maintenance of the Puerto combined cycle plant and part of the Luján de Cuyo-based units, and (ii) Siemens, which carries out the maintenance of the combined cycle of the Mendoza site, the Brigadier Lopez thermoelectric plant and the Luján de Cuyo and San Lorenzo cogeneration units, and (iii) Mitsubishi, which carries out the maintenance of the remaining combined cycle located in Central Costanera.
Under long-term service agreements, suppliers provide materials, spare parts, labor and on-site engineering guidance in connection with scheduled maintenance activities, in accordance with the applicable technical recommendations.
Our own staff oversees the maintenance of the steam turbine generator sets. We maintain an inventory of the necessary spare parts on-site, which ensures the immediate availability of parts when needed. This reduces the time it takes to replace the spare parts while ensuring a supply of spare parts that may no longer be available in the market.
We carefully plan both in-house and outsourced maintenance, with General Electric, Siemens, and Mitsubishi providing services under long-term agreements. Each provider utilizes its own monitoring systems to anticipate potential failures. These arrangements allow us to minimize downtime and reduce government-imposed outage rates, thereby maximizing unit efficiency.
Within the framework of the long-term maintenance service agreements for our thermal generation plants, the above-mentioned suppliers provide materials, spare parts, labor and engineering direction of scheduled maintenance in accordance with the corresponding technical recommendations.
We have entered into long term contracts with Vestas Argentina S.A. for the operation and maintenance of the La Genoveva I wind farms until August 30, 2040, La Genoveva II until May 31, 2039, La Castellana II until May 31, 2039 and Manque and Los Olivos until May 31, 2039. We have also entered into long term contracts with Nordex Energy Argentina S.A for the operation and maintenance of the Achiras wind farm until September 3, 2028 and La Castellana until August 12, 2028. As for the Guañizuil II A solar farm we currently hold a long-term contract with Huawei International Corporation until 2030.
We have long-term maintenance contracts with the manufacturers of our combined cycle units and co-generation plants with the largest capacity, namely the Puerto combined cycle unit, the Luján de Cuyo combined cycle unit at the Luján de Cuyo plant, the Brigadier Lopez gas turbine, the co-generation units at the Luján de Cuyo plant, the San Lorenzo cogeneration plant, the Mitsubishi combined cycle in Central Costanera and our windfarms and solar farms, under which the manufacturers provide maintenance using best practices recommended for such units. Our remaining units receive maintenance through our highly trained and experienced personnel, who strictly follow the recommendations and best practices established by the manufacturers of such units. We are also capable of generating power from several sources of fuel, including natural gas, diesel oil and fuel oil. In addition, in recent years we have invested in adapting our facilities to be able to generate power from biofuels, and we have developed business relationships over the years with strategic companies from the oil and gas and the biofuel sectors. Our power generation units are also favorably positioned along the system’s power dispatch curve, also known as the WEM marginal cost curve. This advantageous position is due to our technologically diverse power generation assets and high fuel consumption efficiency. These factors ensure a robust energy dispatch to the system, even considering upcoming capacity additions that were awarded under auctions seeking to increase thermal generation capacity and capacity from renewable energy sources.
| 64 |
During 2025, we carried out scheduled and corrective maintenance activities across our generation fleet to ensure safe, reliable and efficient operations. These activities included major scheduled outages, equipment inspections, upgrades and corrective repairs on turbines, boilers, generators, transformers and auxiliary systems. The most relevant maintenance activities performed during the year are summarized below by site:
Puerto Nuevo / Nuevo Puerto
Major scheduled maintenance was conducted on Unit
6 between April and June 2025.
Key activities included:
| · | Opening and inspection of high- and medium-pressure turbine stages; |
| · | Removal of the generator rotor and stator rewedge; |
| · | Evaluation of the unit control system for potential future hydraulic upgrades; |
| · | Inspection and maintenance of motors, pumps, phase transformers and high-voltage equipment; |
| · | Non-destructive testing (NDT) on critical boiler and rotating components; |
| · | Boiler repairs including insulation reconstruction, valve repairs, duct repairs and chemical cleaning; and |
| · | Replacement of steam air heaters, manufactured through reverse engineering. |
These activities resulted in reduced fuel and water consumption for the unit.
Between September and October 2025, a major scheduled outage was carried out in Unit 7.
Main works included:
| · | Replacement and straightening of boiler tubes and restoration of insulation systems; |
| · | Replacement of economizer header nipples; |
| · | Generator commutator rectification; |
| · | NDT inspections of critical components; |
| · | Maintenance and adjustment of safety valves; |
| · | Repairs to ash system expansion joints and process ducts; |
| · | Electrical testing of generator and excitation transformer; and |
| · | Replacement of the event recorder system. |
Following these interventions, the unit recovered approximately 12% of its original nominal capacity.
A short-scheduled outage was conducted in September 2025 in Unit 9. This included:
| · | Insulation repairs and chimney reinforcement; |
| · | Inspection of turbine axial bearing; |
| · | Repairs to 4.16 kV switchgear room; and |
| · | Maintenance of feedwater pump check valves. |
In addition to the above, other key maintenance activities were conducted during the year ended 2025, such as:
| · | Implementation of motion amplification diagnostics on cooling pumps to identify root causes of recurring failures; |
| 65 |
| · | Repair of the 18 MVA turbine-generator auxiliary transformer for Unit 6 following predictive maintenance diagnostics based on dissolved gas analysis; |
| · | Repair of the transformer workshop overhead crane, enabling in-house transformer maintenance; |
| · | Installation of load limiters on river water intake cranes; |
| · | Replacement of the main natural gas valve at the Puerto Nuevo plant; and |
| · | Installation of partial discharge monitoring systems on generators of Units 6 and 9. |
In addition, engineering analysis identified a steam migration issue affecting the axial bearing temperature of Unit 6 following the outage. Consequently, a design modification to the high-pressure stage piping was implemented, eliminating the resulting power limitation.
Central Costanera
Maintenance activities at the Central Costanera plant during 2025 included upgrades, scheduled maintenance and equipment rehabilitation across the combined-cycle and conventional units. The key activities included:
| · | Upgrade a gas turbine; |
| · | Improvements in demineralized water production capacity; |
| · | Improvements in water intake systems and environmental mitigation; |
| · | Reconditioning of chemical treatment systems; and |
| · | Commissioning of water filter systems. |
Mitsubishi Combined Cycle Units
Maintenance activities on Units TG8, TG9 and TV10 included:
| · | Reconditioning of heat recovery steam generators (HRSGs) and gas ducts; |
| · | Replacement of structural elements and expansion joints; |
| · | Inspection, repair and replacement of water-steam circuit valves; |
| · | Anti-corrosion treatments on gas turbine and HRSG structures; and |
| · | Generator auxiliary maintenance and cooling system repairs. |
Balance of Plant
Maintenance activities included:
| · | Electrical testing of medium- and low-voltage motors; |
| · | Preventive maintenance on pumps, compressors and valves; |
| · | Inspection and cleaning of condensers and cooling systems; |
| · | Calibration of instrumentation under ISO 9001 standards; and |
| · | Maintenance of fire protection systems and lubrication systems. |
Mendoza
Maintenance activities at the Mendoza plant combined-cycle complex focused on scheduled inspections and a major overhaul of the main gas turbine.
Combined Cycle Siemens/Skoda (CC25)
During March 2025, a minor inspection was conducted on Gas Turbine TG25, which included:
| · | Inspection of compressor and turbine borescope; |
| · | Replacement of combustion chamber heat shield components; and |
| · | Preventive and corrective maintenance on auxiliary systems. |
Furthermore, in October 2025, a major inspection with life extension was performed, including works on:
| · | A gas turbine rotor; |
| · | Compressor and turbine blades and vanes; |
| 66 |
| · | A combustion chamber; |
| · | Excitation, protection and vibration monitoring systems; and |
| · | The combined cycle’s control system. |
Maintenance was also performed on steam turbine TV15, HRSG equipment and balance-of-plant systems.
Cogeneration Units
TG26 experienced a stator winding damage. Such stator is in the process of being replaced and the unit is expected to return to service during the second half of 2026.
TG27 underwent a scheduled Type-A inspection (50,000 equivalent operating hours) including turbine, compressor and generator inspections.
Additional preventive and corrective maintenance were conducted on other gas turbines, steam turbines and auxiliary systems across the site.
Piedra del Águila Hydroelectric Plant
During 2025, seasonal maintenance outages were carried out on generating units in accordance with the annual maintenance program. The main activities included:
| · | Electrical testing of generator-transformer systems; |
| · | Inspection and repairs of stator windings and collector bars; |
| · | Replacement of generator heating resistors; |
| · | Comprehensive transformer testing; |
| · | Cleaning of generator cooling systems; |
| · | Replacement of components in the excitation system; |
| · | Inspection of hydraulic systems, guide vanes and control equipment; and |
| · | Turbine runner repair and polishing. |
All inspections and maintenance activities were completed successfully.
Brigadier López Power Plant
During the year 2025, a major maintenance program was performed at the plant, which included:
| · | Extended Hot Gas Path Inspection (eHGPI) of the gas turbine; |
| · | Medium inspection of the gas turbine generator; |
| · | Replacement of first-stage turbine blades; |
| · | Replacement of compressor blades and combustion chamber components; and |
| · | Upgrades to control systems and plant protection systems, and annual balance-of-plant activities. |
During the year, the plant also supported the commissioning and startup of the combined-cycle configuration, achieving first synchronization in December 2025.
San Lorenzo Cogeneration Plant (Terminal 6)
During 2025, maintenance activities were conducted under the long-term service agreement (LTSA) with Siemens. In March 2025, a minor inspection was conducted on the gas and steam turbine units, including:
| · | Combustion chamber ceramic replacement; |
| · | Inspection and cleaning of compressor blades; |
| · | Inspection of generators and HRSG; |
| 67 |
| · | Maintenance of circuit breakers and transformers; and |
| · | Calibration of plant instrumentation. |
In addition to these, other maintenance activities included:
| · | Maintenance of auxiliary systems, pumps, motors, compressors, cooling systems and condensers; |
| · | Preventive inspections of electrical protection systems; |
| · | Repairs to river water intake pumps and plant process systems; and |
| · | Maintenance of gas and water treatment systems. |
Various improvement projects were also implemented, including water system upgrades, plant infrastructure improvements and additional automation of control systems.
Fuel and Water Supply for Thermal Generation
Our conventional resource plants operate on three different types of fuel: (i) natural gas in all units, (ii) fuel oil in the steam turbines exclusively and (iii) gas oil in the gas turbines and combined cycle units. In addition, a mix of bio-diesel and gas oil may be used in certain percentages in our dual combined cycle units.
The table below shows the potential consumption (calculated as the standard consumption declared by CAMMESA based on the unit manufacturer’s specifications, assuming the unit produces energy throughout the entire day) of fossil fuel by the units in the conventional resource plants we owned as of December 31, 2025:
|
Plan |
Unit |
Natural gas (thousands m3) |
Gas oil (m3) |
Fuel oil (ton) |
|||||
| Puerto combined cycle | CEPUCC11 | 332,628 | 26,754 | — | |||||
| Puerto combined cycle | CEPUCC12 | 337,702 | 2,034 | — | |||||
| Nuevo Puerto | NPUETV05 | 7,309 | 18,751 | — | |||||
| Nuevo Puerto | NPUETV06 | 3,653 | 138,445 | — | |||||
| Puerto Nuevo | PNUETV07 | 56,770 | — | 7,102 | |||||
| Puerto Nuevo | PNUETV08 | 6,317 | — | — | |||||
| Puerto Nuevo | PNUETV09 | 178,020 | — | 18,034 | |||||
| Subtotal Puerto Complex | |||||||||
| Central Costanera | COSTTV01 | 18,959 | — | 3,808 | |||||
| Central Costanera | COSTTV02 | 23,829 | — | 2,763 | |||||
| Central Costanera | COSTTV03 | 33,252 | — | 3,190 | |||||
| Central Costanera | COSTTV07 | 59,067 | — | 333 | |||||
| Central Costanera | COSTCC08 | 352,012 | 1,370 | — | |||||
| Central Costanera | COSTCC09 | 284,473 | 1,535 | — | |||||
| Central Costanera | BSASCC01 | 102,256 | — | — | |||||
| Subtotal Central Costanera Complex | |||||||||
| Luján de Cuyo | LDCUCC25 | 330,577 | — | — | |||||
| Luján de Cuyo | LDCUTV11 | 24,887 | — | — | |||||
| Luján de Cuyo | LDCUTV12 | 15,049 | — | — | |||||
| Luján de Cuyo | LDCUTG22 | 5,111 | — | — | |||||
| Luján de Cuyo | LDCUTG23 | 8,061 | — | — | |||||
| Luján de Cuyo | LDCUTG24 | 4,589 | — | — | |||||
| Luján de Cuyo | LDCUTG26 | 62,552 | — | — | |||||
| Luján de Cuyo | LDCUTG27 | 70,389 | — | — | |||||
| Subtotal Luján de Cuyo plant | |||||||||
| Brigadier Lopez | BLOPTG01 | 18,804 | 2,952 | — | |||||
| Subtotal Brigadier Lopez plant | |||||||||
| San Lorenzo | TER6CC11 | 420,952 | 37,774 | — | |||||
| Subtotal San Lorenzo plant | |||||||||
| Total Central Puerto | 2,757,220 | 229,615 | 35,231 |
| __________________ |
Source: CAMMESA. Definitive Seasonal Programming
| 68 |
Our exposure to changes in fuel prices has increased since the issuance of Res. No. 21/2025 and Res. No. 400/2025. Prior to these resolutions, the fuel necessary to produce our base energy was supplied by CAMMESA at no charge, and the price received by generators for such energy was determined by the SE without reference to the cost of the fuel supplied. Under the framework introduced by Res. No. 21/2025 and 400/2025, which established a progressive normalization of the WEM, generators are progressively transitioning toward a scheme in which fuel costs are no longer fully absorbed by CAMMESA. As a result, we are increasingly exposed to fluctuations in the prices of natural gas, gas oil and fuel oil used across our generating units. To the extent that we are unable to pass through or hedge such increased fuel costs, our results of operations and financial condition could be materially and adversely affected.
The transition from CAMMESA being the sole fuel supplier to a self-management model marks a structural shift in how we source fuel, thereby increasing our direct market exposure to price volatility. CAMMESA retains a last-resort supplier role for liquid fuels under certain conditions, particularly during the winter season.
During the first two months of 2025, CAMMESA remained the sole supplier of liquid fuels to generators under the framework established by Res. No. 95/2013. Beginning in March 2025, we initiated the self-management of liquid fuel procurement for electricity generation in accordance with Res. No. 21/2025.
With respect to natural gas, pursuant to Res. No. 400/2025, generators are permitted to procure the natural gas required for electricity generation. However, CAMMESA continues to hold natural gas supply contracts with oil and gas producers under Plan Gas IV, which are scheduled to expire on December 31, 2028. Until such date, we have adhered to a natural gas pool managed by CAMMESA in order to comply with existing contractual commitments. In addition to the volumes supplied by CAMMESA, we have the flexibility to procure incremental natural gas volumes in the market during certain periods of the year.
Beginning in January 2029, we expect to assume full responsibility for the procurement of natural gas required to operate our thermal generation facilities.
Natural Gas
Self-managed gas procurement was already in place at the Luján de Cuyo (Mendoza) and San Lorenzo (Santa Fe) cogeneration plants under Res. No. 287/2017, covering both steam and power generation.
Total natural gas purchased in 2025 across all plants reached approximately 521 MMm³, broken down as follows:
| 69 |
| · | Luján de Cuyo: 264.5 MMm³ (cogeneration steam + power, incl. self-managed under Res. No. 21/2025 and 400/2025) |
| · | San Lorenzo: 128.1 MMm³ (cogeneration steam plus power, incl. Bolivian imported gas) |
| · | Puerto complex: 9.8 MMm³ (self-managed for power generation under Res. No. 21/2025 and 400/2025, from March through May only) |
Fuel Oil (FO): Out of the total consumption of 28.8 thousand tons set forth above, a total of 18.9 thousand tons were purchased for the Puerto Nuevo and Nuevo Puerto units under the self-managed fuel procurement scheme. The fuel oil purchases were sourced from Raizen Argentina.
Gas Oil (GO): For the Nuevo Puerto Combined Cycle, 19.9 Mm³ were self-procured from YPF, while the balance was supplied by CAMMESA in its capacity as last-resort supplier. With respect to the San Lorenzo cogeneration plant, 11 Mm³ were self-procured from Trafigura Argentina.
With respect to water consumption, water costs are incurred only in limited circumstances, as we generally produce the water required for our operations using our own facilities. In connection with the supply of steam to YPF’s Luján de Cuyo plant in Mendoza, we incur water costs when consumption exceeds the thresholds specified in our contract with YPF.
Electricity Generation from our Hydroelectric Complex
Piedra del Águila
The Piedra del Águila hydroelectric complex is the largest private sector hydroelectric generation complex in Argentina. It was completed in 1994 and is located approximately 1,200 kilometers to the southwest of Buenos Aires at the edge of Limay River and on the border of the provinces of Neuquén and Río Negro. Piedra del Águila has an installed capacity of 1,440 MW from four 360 MW generating units. Although the initial concession term expired on December 28, 2023, the Argentine Government granted Central Puerto an extension of two years while the privatization process of the HPDA plant unfolded. Since January 9, 2026, a new 30-year concession for the Piedra del Águila hydroelectric plant become effective, following a national and international public tender process conducted by the Argentine government. The facility has an installed capacity of 1,440 MW and the economic offer for the concession was US$245 million. The new concession secures long-term operating rights for one of the largest hydroelectric assets in Argentina.
Piedra del Águila has a gravity dam made of concrete, with a maximum height of 170 meters from its foundation, a power plant with four generating turbines of 360 MW each, intake and pipeline work, a spillway with an unloading capacity of 10,000 cubic meters per second, river diversion works, unloading equipment with a capacity of 1,500 cubic meters per second, and construction facilities, including access roads, a bridge and electric power supply. The dam is designed to be able to accommodate two additional turbines of 360 MW, although, as of the date of this annual report, we do not plan to have them installed (they would provide the plant with increased power to supply demand peaks but would not change the electric power generated per year since such generation depends on river water levels).
Water resources allow Piedra del Águila to generate an average of 4,4 TWh per year (based on historical operations between 1994 and 2025, exclusive of electric power generated for internal use). During this period, the maximum generation in a single year was 7,3 TWh in 2006 and the lowest was 4 TWh in 2016.
The following table shows the electric power generated (in TWh/year) by Piedra del Águila during the period generation volumes 1994-2025:
| 70 |
| __________________ |
Source: CAMMESA.
The Dam. The Piedra del Águila dam is composed of approximately 2.8 million cubic meters of waterproof concrete. It is 860 meters long and approximately 170 meters high (from its foundation). The storage capacity of the dam totals 12 billion cubic meters, out of which 6 billion cubic meters are usable, which would allow for 45 days’ generation at a capacity of 1,440 MW on a 24-hour basis.
Safety of the Paleochannel. There is a fluvial valley filled with basalt on the left bank of the dam, which we refer to as the “paleochannel”. This natural structure consists of the second part of the river closing, which was made waterproof to ensure stability. The paleochannel contained a potential leakage zone on the left bank. To mitigate risks associated with this potential leakage zone, a number of works were performed to reduce drainage gradients and ensure stability prior to the initial filling of the dam:
| · | Cutoff Curtain: To make the alluvial fill between the bedrock and the basalt contact area watertight, a cutoff curtain was created through grouting and chemical injections from horizontal tunnels of about 1,200 meters in length that were dug into the massif. | |
| · | Diaphragm Wall: This is a transition concrete structure of about 150 meters in length that connects the cutoff curtain to the dam. | |
| · | Drainage Curtain: This is a horizontal tunnel of over 400 meters in length dug in the rock massif that covers the entire transversal section of the paleochannel, from which drillings were performed to capture the leakage water that passes the cutoff curtain. | |
| · | Drainage Wells: These consist of five vertical wells of about 40 meters in depth and five meters in diameter located in a downstream area of the drainage curtain, from which sub-horizontal holes were drilled directed towards the basalt-alluvium contact to capture the water draining through such highly permeable zone. | |
| · | Pumping System: This consists of ten electric pumps installed in a gallery located in the amphitheater (the area at the bottom of the paleochannel massif) intended to maintain piezometric levels of one of the existing aquifers in the alluvium at predetermined levels to ensure the zone stability. |
The Power plant. The hydroelectric generation plant is located at the foot of the dam and has four Francis-type turbines with corresponding generators, transformers for each generator and operating, control and auxiliary equipment. The turbines are hydraulic turbines composed of vertical axes with a spiral steel casing. Each turbine has a rated capacity of 360 MW and a rated hydraulic load of 350 cubic meters per second and is designed to rotate at 125 rpm.
| 71 |
Each generator has a corresponding set-up transformer of 500 kV, which consists of a dual guide rod system, with a single SF-6 iron-isolated switch, to which all generating units are connected. The switch is connected to the SADI’s transformer substation through two transmission lines. Energy is delivered at Piedra del Águila’s 500 KV plant, which is operated by Compañía de Transporte de Energía Eléctrica en Alta Tensión S.A. (“Transener”), which owns, operates and maintains the largest high voltage electric power transmission system in Argentina.
During the shutdowns and start-ups of the power plant, there are two 13.2 kV lines in place that serve as auxiliary service related to the local distribution network operated by Neuquén’s energy regulatory authorities, two back-up generators, and two 110V stationary batteries, each of which is capable of supplying electric power.
The operation and maintenance of a hydroelectric plant are relatively simple compared to the labor-intensive requirements of thermal plants. To operate the plant, we mainly monitor the water flow, the electric power generation and the related equipment. The plant’s operations staff is organized into several departments: (i) civil engineering (in charge of monitoring the equipment and the dam structure); (ii) operations (in charge of monitoring the delivery of the electric power); (iii) special services and technical support; and (iv) administration. Our employees are in charge of plant maintenance.
Operation and maintenance of the hydroelectric plant are managed in accordance with manufacturers’ recommendations and industry standards. To monitor management of the plant, we use performance metrics specified in Standard 762 of the Institute of Electrical and Electronics Engineers (IEEE).
All ordinary operation and maintenance tasks are performed by company personnel. Electromechanical maintenance of generators and auxiliary equipment focuses on fault prediction and prevention and is intended to minimize corrective maintenance and maximize availability of the generators.
Generators are operated in accordance with the requirements of the Organismo Encargado del Despacho (OED) (the “Dispatching Agency”) and in compliance with the Normas de Manejo de Aguas (NMA) (Water Management Standards). Water management and dam operation are overseen by the Autoridad Interjurisdiccional de Cuencas (Intergovernmental Basin Authority).
The status of the dam and paleochannel is audited every five years by an independent expert panel under the supervision of the Organismo Regulador de Seguridad de Presas (ORSEP) (Dam Safety Regulator). Fish and water quality are also monitored in the dam and tributaries at least four times per year.
Substantially all of the electric power produced by Piedra del Águila and other generators in the Comahue area is transported to locations where demand is higher. Demand is highest primarily in the Buenos Aires metropolitan area, which is located some 1,200 kilometers away from the plant. The distribution system from the Comahue region comprises two corridors with a total of four 500 kV transmission lines (the last of them started to operate in December 1999), in addition to a fifth line that connects Comahue to the Cuyo region, which started to operate in September 2011. Since the end of the construction of these last two lines, the plants in the Comahue region have been able to use the entire generation capacity.
Electricity Generation from our Wind and Solar Generation Plants
As of December 31, 2025, Central Puerto accounted for 8.4% of Argentina’s total wind energy generation and 7.0% of its total solar energy generation. As of the same date, Central Puerto had an installed wind capacity of 374 MW and solar capacity of 200 MW. Wind and solar generation assets together represented 8.3% of Central Puerto’s total installed power generation capacity.
As of the date of this annual report we operate seven wind farms (La Castellana I, La Castellana II, Achiras, Manque, Los Olivos, La Genoveva I and La Genoveva II) and three solar farms (Guañizuil IIA, Cafayate and San Carlos). All our renewable energy plants are operated by CP La Castellana S.A.U., a wholly-owned subsidiary of Central Puerto S.A.
| 72 |
La Castellana I is owned by CP La Castellana S.A.U., while La Castellana II, Manque, Los Olivos, La Genoveva II and the San Carlos solar farm are owned by Puerto Energías Renovables S.A.U and La Genoveva I is owned by Vientos La Genoveva S.A.U. The Achiras wind farm is owned by CP Achiras S.A.U. As of December 31, 2025, CP La Castellana S.A.U., Puerto Energías Renovables S.A.U, Vientos La Genoveva S.A.U. and CP Achiras S.A.U. were all wholly-owned subsidiaries of Central Puerto S.A. The PS Guañizuil II A solar farm is owned by CP Cordillera Solar S.A.U. which is a fully owned subsidiary of Central Puerto S.A. The Cafayate solar farm is 99.99% owned by Central Puerto S.A. and 0.01% by Proener S.A.U. as of December 31, 2025.
La Castellana I Wind Farm
La Castellana I is a wind farm located in the south of the Province of Buenos Aires, near the cities of Villarino and Bahía Blanca, and started its operations in August 2018.
La Castellana I has a total installed capacity of 100.8 MW, from 32 wind turbines, supplied from Nordex-Acciona, of 3.15 MW each.
Achiras Wind Farm
Achiras is a wind farm located in the east of the Province of Córdoba, near the city of Achiras, and started its operations in September 2018.
Achiras has a total installed capacity of 48 MW, from 15 wind turbines, supplied from Nordex-Acciona, of 3.2 MW each.
La Castellana II Wind Farm
La Castellana II is a wind farm located in the south of the Province of Buenos Aires, near the cities of Villarino and Bahía Blanca, and started its operations in July 2019. It has a total installed capacity of 15.2 MW, from 4 wind turbines, supplied by Vestas, of 3.6 MW each.
Manque Wind Farm
Manque is a wind farm located in the east of the Province of Córdoba, near the city of Achiras, and partially started its operations in December 2019 (38 MW), in January 2020 (15.2 MW), and fully in March 2020 (3.8 MW). It has a total installed capacity of 57 MW, from 15 wind turbines supplied by Vestas, of 3.8 MW each.
Los Olivos Wind Farm
Los Olivos is a wind farm located in the east of the Province of Córdoba, near the city of Achiras, and started its operations in February 2020. It has a total installed capacity of 22.8 MW, from 6 wind turbines supplied by Vestas, of 3.8 MW each.
La Genoveva I Wind Farm
La Genoveva I is a wind farm located in the south of the Province of Buenos Aires, near the town of Cabildo and 30 km to the northwest of the city of Bahía Blanca and started its operations in November 2020.
It has a total installed capacity of 88.2 MW, from 21 wind turbines, supplied from Vestas, of 4.2 MW each.
| 73 |
La Genoveva II Wind Farm
La Genoveva II is a wind farm located in the south of the Province of Buenos Aires, near the town of Cabildo and 30 km to the northwest of the city of Bahía Blanca and started its operations in September 2019.
It has a total installed capacity of 41.8 MW, from 11 wind turbines, supplied by Vestas, of 3.8 MW each.
Guañizuil IIA Solar Farm
On October 18, 2023, our subsidiary Proener acquired 100% of the capital stock of Cordillera Solar and Scatec Equinor Solutions S.A., who owned the solar power plant Guañizuil II A. Guañizuil IIA is a photovoltaic plant located in the Province of San Juan. The photovoltaic plant has an installed capacity of 117 MW dc /105 MW ac. The plant has a nominal rated power capacity of 100 MW, generating approximately 300 GWh/year. The plant counts with 358,560 solar panels and covers a total area of 270 hectares, being the third largest solar farm in Argentina. In addition, the Guañizuil II A solar power plant has a capacity factor of 33%, exceeding the average for the region and positioning it as one of the farms with the best capacity factor in the world. The remuneration scheme of the power plant is a PPA with CAMMESA under the Program Renov.ar 2.5 for 20 years.
Cafayate Solar Farm
On August 20, 2025, Central Puerto acquired from Canadian Solar Energy Group B.V. and Canadian Solar UY Holding Latam S.A. the 100% of the shares and votes of Fieldfare Argentina S.R.L. which owned and operated the Cafayate Solar Project, located in the Province of Salta, with a nominal power of approximately 80 MW and an annual generation of approximately 220 GWh. Our subsidiary PS Cafayate S.R.L. is the sole owner of this asset.
San Carlos Solar Farm
We successfully participated in CAMMESA’s auction under the MATER framework and were awarded 10 MW of dispatch priority for our Parque Solar San Carlos project, located in San Carlos, Province of Salta. Commercial operations of the project commenced in November 2025, with 10 MW of dispatch priority under the MATER framework. See “Item 4. A History and development of the Company—Renewable energy projects”.
FONINVEMEM and Similar Programs
Following Argentina’s economic crisis in 2001 and 2002 and the subsequent devaluation of the peso, there were significant imbalances between the electric power prices generators received and their operating costs. As resources in the country’s Stabilization Fund, a fund administered by CAMMESA intended to make up for fluctuations between the seasonal price paid by distributors and the spot price in the WEM, became scarce due to the Argentine Government’s decision to maintain seasonal prices (the energy prices paid by distributors) below the spot price paid to generators, the Argentine Government, through a series of resolutions, fixed a set of priorities with respect to payments made from this fund. This resulted in a system under which generators collected payment for only variable generation costs and power capacity, while the resulting monthly obligations to generators for the unpaid balance were to be considered LVFVD.
In December 2004, we agreed to participate in the creation of the FONINVEMEM. We entered into an agreement on October 17, 2005, which stated that generators would receive (i) their receivables relating to sales of electric power from January 2004 through December 2006, amounting to US$157 million in our case, plus an interest rate of 360-day LIBOR plus 1.00% in 120 equal, consecutive monthly installments and (ii) their proportional equity interest in the generating companies formed for such projects, TJSM and TMB, which are in charge of managing the purchase of equipment, and of building, operating and maintaining each of the new power plants, and after ten years of operation would receive the property of these plants. The generation plants are not owned by TJSM and TMB but rather owned by two trusts, created by the Argentine Government, that receive revenue from the sale of electric power generated by the plants, among others, to repay the LVFVD receivables.
| 74 |
After the commercial authorization was granted to the Manuel Belgrano power plant on January 7, 2010, and the San Martín power plant on February 2, 2010, we started to collect monthly payments of the receivables. As of December 31, 2025, we owned 11.31% of TJSM and 12.72% of TMB. The operating companies have a variable revenue (US$1.00 per MW generated) and a fixed revenue to compensate for their operating costs. In 2025, we received no dividends from our equity interests. See “Item 3D. Risk Factors—Risks Relating to our Business—Our interests in TJSM, TMB were diluted and CVOSA will be significantly diluted” and “Item 4.B. Business Overview—Our Affiliates—Termoeléctrica José de San Martín S.A. (TJSM) and Termoeléctrica Manuel Belgrano S.A. (TMB)”.
Additionally, on March 20, 2018, CAMMESA granted CVO commercial approval in the WEM as a combined cycle. A PPA between the CVO Trust and CAMMESA, through which the CVO Trust makes energy sales and, consequently, receives the cash flow to pay the trade receivables, had to be entered into in order to start the collections. The PPA agreement was entered into on February 7, 2019, with retroactive effect to March 20, 2018. As a result, the original amortization schedule from the CVO Agreement is in full force and effect.
During 2025 and 2024, we collected Ps.97.85 billion and Ps.110.06 billion from CVO receivables, respectively, in each case measured in Pesos as of December 31, 2025.
In accordance with the CVO agreements, after the first ten years of operation, ownership of the combined cycle plants was transferred from the trust to the operating companies, and the operating companies began to receive revenues from the sale of electric power generated by the plants. At that time, because the Argentine Government financed part of the construction of the plants, it became a shareholder of CVOSA, and our interests in CVOSA were significantly diluted. Although the precise extent of this potential dilution has not yet been defined, the Argentine Government’s ownership interest in CVOSA will be at least of 70%. The dilution of our interest in CVOSA will reduce our income from CVOSA and could adversely affect our results of operations.
Forestry assets
On December 27, 2022, our subsidiary Proener acquired 100.00% of the capital stock and votes of Forestal Argentina S.A. and Masisa Forestal S.A. (currently, Loma Alta Forestal S.A.) which own forestry assets in the provinces of Entre Ríos and Corrientes.
On May 3, 2023, we further expanded our forestry business, as our subsidiary Proener acquired 100% of the capital stock and votes of Empresas Verdes Argentina S.A., Las Misiones S.A. and Estancia Celina S.A. These companies own forestry assets in the province of Corrientes.
Following the merger of the above-mentioned forestry companies (see “Item 4—Information of the Company— Recent Developments—Simplification of Corporate Structure at Central Puerto S.A.”), we currently hold our forestry interests through two subsidiaries: (a) Forestal Argentina S.A., which owns approximately 141,000 hectares of land in the provinces of Entre Ríos and Corrientes, with a plantable area of approximately 77,500 hectares, of which approximately 67,000 hectares are planted with eucalyptus and pine; and (b) Loma Alta Forestal S.A., which owns approximately 19,400 hectares of land in the province of Corrientes, of which approximately 10,400 hectares are planted with pine.
Argentina has one of the highest forestry growth rates globally, with trees growing approximately ten times faster than in the Northern Hemisphere. These acquisitions have diversified our asset portfolio and operations and strengthened our position in the energy sector, as these assets are a potential source of future business opportunities related to carbon credits and biomass-based energy generation. Following these acquisitions, our property, plant and equipment include more than 160,000 hectares.
Market Area and Distribution Network
Market Area
Our power generation plants are located at different locations in Argentina. All of them are connected to the SADI, enabling coverage for residential and industrial users nationwide.
| 75 |
Puerto plants: The Puerto Nuevo, Nuevo Puerto and Puerto combined cycle plants are situated in a unique location within the port of the City of Buenos Aires, one of the most populated metropolitan areas in the world, which reduces costs arising from lost power during transmission. In addition, the plants have three docks for unloading liquid fuels from large vessels, thus facilitating the supply of fuel.
Central Costanera plant: The Central Costanera plant sits strategically in the southern area of the port of the City of Buenos Aires adjacent to the Río de la Plata. This positioning allows a significant flexibility in fuel supply, and also a key proximity to the country’s major electricity consumption center, the Greater Buenos Aires area. This city, together with Greater Buenos Aires, requires about 40% of the total electricity produced in the country.
Piedra del Águila Hydroelectric Complex: the Piedra del Águila hydroelectric complex is located on the Limay river, which serves as the border between the provinces of Río Negro and Neuquén. The dam is close to the city of Neuquén and is able to supply energy to cities far from the complex through existing transmission lines.
Brigadier Lopez plant: The Brigadier Lopez Plant is located in the Province of Santa Fe, near the City of Sauce Viejo.
San Lorenzo plant: The San Lorenzo Plant is located in the Province of Santa Fe, near the City of San Lorenzo.
Luján de Cuyo plant: The Luján de Cuyo plant is located within YPF’s Luján de Cuyo refinery and supplies steam to such refinery. This location enables it to obtain gas oil supplies from the refinery itself in case of natural gas shortages.
La Castellana I and II Wind Farms: La Castellana I and II wind farms are located in the Province of Buenos Aires, near the cities of Villarino and Bahía Blanca.
La Genoveva I and II Wind Farms: La Genoveva I and II wind farms are located in the Province of Buenos Aires, near the town of Cabildo and the city of Bahía Blanca.
Achiras Wind Farm: Achiras wind farm is located in the Province of Córdoba, near the City of Achiras.
Manque Wind Farm: Manque wind farm is located in the Province of Córdoba, near the City of Achiras.
Los Olivos Wind Farm: Los Olivos wind farm is located in the Province of Córdoba, near the City of Achiras.
Guañizuil II A Solar Farm: Guañizuil II A Solar Farm is located in the Province of San Juan, located near National Route 150.
Manuel Belgrano plant: The Manuel Belgrano plant is located in the Province of Buenos Aires, near the City of Campana.
Cafayate Solar Farm: A Solar Farm located in the Province of Salta, near de City of Cafayate.
San Carlos Solar Farm: A Solar Farm located in the Province of Salta, near the City of San Carlos.
Distribution Network
All of our plants are connected to the SADI, which allows us to reach almost all electricity users in the country. The SADI permits interaction among all agents in the Argentine WEM and allows generating companies to dispatch power to Large Users and distributors through the transmission companies. The system is regulated and allows participation of all WEM agents, such as generators, transmission companies, distributors, Large Users and the Argentine Government through CAMMESA.
| 76 |
The prices for power transmission are regulated and based on the distance from the generating company to the user, among other factors. In this regard, our thermal power plants are strategically located in important city centers or near some of the system’s largest customers (e.g., YPF’s refineries), which constitutes a significant competitive advantage.
Our Customers
|
For
the year ended |
|||||||
|
Modality continuing operations |
Main clients |
2025 |
|||||
|
(in thousands of Ps.) |
(percentage of revenues) |
||||||
| Spot Sales | CAMMESA | 548,762,404 | 50.0 | % | |||
| Term market Sales Under Contract | CAMMESA | 281,004,785 | 25.6 | % | |||
| RenovAr Program | CAMMESA | 67,621,049 | 6.2 | % | |||
| MATER sales under contracts | Cervecería y Maltería Quilmes S.A.I.C.A. y G. (subsidiary of AB Inbev); PBB Polisur S.A. (subsidiary of Dow Quemicals); Aguas y Saneamientos Argentinos S.A., among others. | 101,703,205 | 9.3 | % | |||
| Steam sales | YPF / T6 Industrial S.A. | 51,757,640 | 4.7 | % | |||
| Forestry |
Enrique Zeni & Cia Saciafei Gran Mandisovi S.A. A.C.B. Alimentos Coronel Baigorria Urcel Argentina S.A. Borgo Horacio Rene |
19,080,032 | 1.7 | % | |||
| Revenues from CVO thermal plant management | CVO Trust | 18,616,093 | 1.7 | % | |||
| Other | YPF | 8,876,982 | 0.8 | % | |||
| __________________ |
| Notes:- |
| (1) | See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme”. |
For a discussion of the different regulatory regimes under which we sell our electric power, see “Operating and Financial Review and Prospects—Factors Affecting our Results of Operation—Our Revenues” and “Item 4.B. Business Overview—The Argentine Electric Power Sector—Structure of the Industry”.
Seasonality
Seasonality of Electricity Generation by Thermal Facilities
The following graph breaks down our average thermal energy production on a month-by-month basis since 2018:
| 77 |
| __________________ |
Source: CAMMESA.
Seasonality of Water Resources and Electricity Generation of Piedra del Águila
The availability of water is the key factor for determining Piedra del Águila’s electric power generation capacity and is tied to annual and seasonal changes in rains in the upstream mountain area of Piedra del Águila. Water levels generally increase between May and December due to the winter rains and the spring thaw, and we are able to produce more energy over such periods. The following graph breaks down our average hydroelectric energy production since 2020 on a month-by-month basis:
| __________________ |
Source: CAMMESA.
Seasonality of Wind and Solar Resources and Electricity Generation of Achiras, La Castellana I, La Castellana II, La Genoveva I, La Genoveva II, Manque and Los Olivos wind farms and Guañizuil II, Cafayate and San Carlos solar farms
The availability of wind resources is the key factor for determining the wind farms electric power generation capacity and is tied to annual and seasonal changes in wind speed in the areas where each farm is located. Wind speed is generally higher between May and September, and we are able to produce more energy over such periods. For additional information on environmental issues that may affect our operations, see “Item 3.D.—Risk Factors—Risks relating to Our Business—Our ability to operate wind and solar farms profitably is highly dependent on suitable wind or sun and associated weather conditions, climate change and energy transition could affect our business”.
| 78 |
The following graphic shows our renewable energy production from our wind and solar farms on a month-by-month basis since its inception and until December 2025:
| __________________ |
Source: CAMMESA
Competition
The demand for electric power in Argentina is served by a variety of generation companies, both state-owned and private-owned. These companies pursue the right to supply generation capacity and electric power and to develop projects to serve the demand for electric power in Argentina. Some of our foreign competitors are substantially larger and have substantially greater resources than our company. Because of the significant gap between the demand and supply of electric power in Argentina, voluntary and forced blackouts at times of seasonal peak consumption have occurred. On February 10, 2025, SADI recorded an all-time peak power demand of 30,257 MW, surpassing the previous record of 29,653 MW set on February 1, 2024. In 2025, 4,304 GWh were imported, representing a 7.52% decrease in energy imports as compared to 2024.
Our primary competitors in the electric power generation market are Pampa Energía S.A., The AES Corporation, YPF EE, MSU Energy, Albanesi, and GENNEIA.
Below we detail the installed capacity of the main private sector generators in Argentina, as of December 31, 2025:
| Power (MW) | % | |||||||
| Central Puerto | 6,837 | 15.5 | % | |||||
| Pampa Energía S.A. | 4,991 | 11.3 | % | |||||
| YPF EE | 3,679 | 8.3 | % | |||||
| The AES Corporation | 3,620 | 8.2 | % | |||||
| MSU Energy | 1,742 | 3.9 | % | |||||
| Albanesi | 1,706 | 3.9 | % | |||||
| GENNEIA | 1,592 | 3.6 | % | |||||
| __________________ |
| Notes:- |
Based on company’s financial statements as of and for the year ended December 31, 2025. Data from CAMMESA. Does not include Foninvemem asset (3,167 MW).
| 79 |
For more information about our market share please See “Item 4. Business Overview—Our Competitive Strengths”:
Our efficiency levels compare favorably to those of our competitors due to our efficient technologies. The following chart shows the efficiency level of our most important generating units compared to the units of the rest of the market based on heat rate, which is the amount of energy used by an electrical generator or power plant to generate one kWh of electric power:
| __________________ |
Source: CAMMESA’s seasonal programing.
We have developed business relationships over the years with strategic companies from the oil and gas and the biofuel sectors, and in the past have participated in certain joint ventures with some of them. We are one of the largest consumers of natural gas in Argentina’s electric power sector, as well as the one of the largest consumers of fuel oil and gas oil.
Our exposure to changes in fuel prices has increased since the issuance of Res. No. 21/2025 and Res. No. 400/2025. Prior to these resolutions, the fuel necessary to produce our base energy was supplied by CAMMESA at no charge, and the price received by generators for such energy was determined by the SE without reference to the cost of the fuel supplied. Under the framework introduced by Res. No. 21/2025 and 400/2025, which established a progressive normalization of the WEM, generators are progressively transitioning toward a scheme in which fuel costs are no longer fully absorbed by CAMMESA. As a result, we are increasingly exposed to fluctuations in the prices of natural gas, gas oil and fuel oil used across our generating units. To the extent that we are unable to pass through or hedge such increased fuel costs, our results of operations and financial condition could be materially and adversely affected.
The transition from CAMMESA being the sole fuel supplier to a self-management model marks a structural shift in how we source fuel, thereby increasing our direct market exposure to price volatility. CAMMESA retains a last-resort supplier role for liquid fuels under certain conditions, particularly during the winter season.
During the first two months of 2025, CAMMESA remained the sole supplier of liquid fuels to generators under the framework established by Res. No. 95/2013. Beginning in March 2025, we initiated the self-management of liquid fuel procurement for electricity generation in accordance with Res. No. 21/2025.
| 80 |
With respect to natural gas, pursuant to Res. No. 400/2025, generators are permitted to procure the natural gas required for electricity generation. However, CAMMESA continues to hold natural gas supply contracts with oil and gas producers under Plan Gas IV, which are scheduled to expire on December 31, 2028. Until such date, we have adhered to a natural gas pool managed by CAMMESA in order to comply with existing contractual commitments. In addition to the volumes supplied by CAMMESA, we have the flexibility to procure incremental natural gas volumes in the market during certain periods of the year.
Beginning in January 2029, we expect to assume full responsibility for the procurement of natural gas required to operate our thermal generation facilities.
Insurance
We carry commercial and personal insurance coverage for certain of our power generation plants, located at different geographical locations within Argentina. The following list includes all the insurance risk covered:
| 1. | Operational All Risks–- Including Material Damage & Machinery Breakdown and Business Interruption (Loss of Profits) | |
| This coverage protects against unexpected events due to a sudden or accidental cause, including weather, fire and natural disasters, that may damage property or fixed assets (Material Damage); and Mechanical and Electrical breakdown events that may cause sudden and unforeseen physical loss or damage to machinery (Machinery Breakdown) that is operational; any of which may damage our ability to generate power, including coverage for consequential Loss of Profits (Business Interruption) for a maximum period of 12 months. | ||
| 2. | Commercial General Liability | |
| This coverage protects against the claims from third parties arising out of bodily injury or death and property damage resulting from the insured activities including premises, operations, products and/or completed operations. The coverage limit is up to US$10,000,000 per occurrence. | ||
| 3. | C Commercial Excess Liability (CEPU only) | |
| This coverage protects against the same risks described under Commercial General Liability, but provides coverage in excess of the underlying primary insurance limits, up to a combined limit of US$50,000,000 (concurrent across all locations). | ||
| 4. | Port Operators Liability (CEPU only) | |
| Covers CEPU’s liability to third parties for personal injury or property damage arising from occurrences or events in connection with day-to-day port operator activities. | ||
| 5. | Directors and Officers Liability | |
| This policy covers claims made against individuals while serving as directors or officers. Coverage is payable to such directors and officers, or to the organization itself, as indemnification or reimbursement for losses, or as advancement of defense costs, in the event an insured party suffers a loss arising from a legal action alleging wrongful acts in their capacity as directors or officers. | ||
| 6. | Motor Vehicle + Mobile Equipment | |
|
CEPU and its subsidiaries maintain coverage for fleet vehicles, trucks, and mobile equipment used in daily operations. Coverage ranges from basic third-party liability for mobile equipment to comprehensive coverage for certain vehicles, including protection against theft, fire, hail, vandalism, and property damage.
| ||
| 7. | Worker’s Compensation | |
| This insurance covers wages and medical benefits to employees injured in the course of employment and/or while commuting to and from work. | ||
| 81 |
| 8. | Compulsory Life Insurance | |
| This coverage is provided by the employer and guarantees the payment of a death benefit to designated beneficiaries upon the death of the insured employee. | ||
| 9. | Optional Term Life Insurance | |
| This is an optional and additional coverage the employer pays over the basic compulsory life insurance in order to guarantee its employees the payment of 24 additional wages in case of death. This is part of an employee benefits plan. | ||
| 10. | Ocean & Inland Transit Risks | |
| Provides annual transit coverage for all stages of transit and delivery, including marine, dock, air, and inland transportation, for shipments to and from locations worldwide and within Argentine territory. Premiums are paid monthly on an ex-post basis. | ||
| 11. | Commercial Business Combined | |
|
This policy is a tailored commercial insurance program designed to provide coverage specifically for the offices and warehouses owned by CEPU located in the city of Neuquén, the town of Piedra del Águila, and the Piedra del Águila Hydroelectric Dam facility.
The policy is structured as a comprehensive business coverage program consolidated under a single policy, encompassing a broad range of coverages, including, without limitation: employers' liability, public liability, product liability, legal expenses, material damage and theft, and goods in transit. Additional coverages may be included as set forth in the applicable policy schedules and endorsements. | ||
| 12. | Construction All Risks / Erection All Risks (CAR/EAR) | |
|
This is a non-standard insurance policy that provides coverage for both property damage and third-party claims arising from bodily injury or property damage in connection with construction projects. We maintain this insurance for each construction project we undertake, and we obtain such coverage on a project-by-project basis as new construction activities commence. | ||
| 13. | Environmental Surety Bond | |
| A mandatory financial guarantee under Law No. 25,675, required for activities with environmental risk. The insurance covers ecological damage and costs incurred in the provision of emergency services and environmental clean-up. |
We believe that the level of insurance and reinsurance coverage we maintain is reasonably adequate in light of the risks we are exposed to and is comparable to the level of insurance and reinsurance coverage maintained by other similar companies doing business in the same industry.
Environment
As of the date of this annual report, we are not involved in pending or threatened judicial proceedings in connection with environmental issues.
As of the date of this annual report, we have obtained or have applied for the environmental permits required by the applicable environmental regulations and our environmental management plans have been approved by the applicable regulatory authorities. To maintain high environmental standards, we carry out periodic controls in accordance with applicable legislation.
| 82 |
Our activities are subject to certain environmental regulations. Our management considers that our operations comply in all relevant respects with applicable laws and regulations related to environmental protection. On the other hand, we record provisions for decommissioning for renewable wind and solar assets based on the commitments assumed with the owners of the properties where they are located. We also monitor potential changes relevant to environmental legislation related to our activity and we have not identified significant changes in the foreseeable future.
We have developed a broad environmental compliance and management program, which is subject to periodic internal and external audits by TÜV Rheinland.
In May 2025, TÜV Rheinland completed a series of ISO recertification audits. The details of the certificates are as follows:
Standard: ISO 14001/2015
Certificate Register. No.: 01 10406 1629668
Certificate Holder: Central Puerto S.A. Av. Tomas Edison 2701 Ciudad Autónoma de Buenos Aires Argentina.
Scope: Generation of electric energy from hydraulic energy, thermal energy (gaseous and liquid fuel), wind energy, photovoltaic energy. Steam production. Operation and maintenance of extra high voltage line.
Validity: The certificate is valid from 2022-08-18 until 2028-07-12.
Including the locations:
| No: | Name/Location | Scope |
| 1 |
Central Planta Buenos Aires Av. Thomas Edison 2701 Ciudad Autónoma de Buenos Aires |
Generation of electric energy from: thermal energy (gaseous and liquid fuels). |
| 2 |
Central Mendoza Parque Industrial Provincial, Ruta 84 s/n, Lujan de Cuyo, Provincia de Mendoza |
Generation of electric energy from: thermal energy (gaseous and liquid fuels). Steam production. |
| 3 |
Central Hidroeléctrica Piedra del Águila Ruta Nacional 237, Km 1450.5 8315 Piedra del Águila Provincia de Neuquén |
Generation of electric energy from: hydraulic energy |
| 4 | c/o Central Puerto S.A. – for its subsidiary Parque Eólico Achiras, Lote 325, Parcela 1274 (Latitude 33° 12’ 44,23’’S, Longitude 65° 5’ 16,52’’O), Achiras, Córdoba – Argentina | Generation of electric energy from: wind energy. |
| 83 |
| 5 | c/o Central Puerto S.A. – for its subsidiary Parque Eólico La Castellana, Camino rural a la altura de la RN 3, Km 712,5 (Latitud 38° 38’22,40’’ S, Longitud 62° 43’1,04’’ O), Villarino, Buenos Aires–- Argentina | Generation of electric energy from: wind energy. |
| 6 |
Planta Brigadier Lopez Ruta 11 Km 455 3017 Parque Industrial Sauce Viejo, Calle 8, Colectora Norte Santa Fe–- Argentina |
Generation of electric energy from: thermal energy (gaseous and liquid fuels). |
| 7 |
c/o Central Puerto S.A. – for its subsidiary Parque Eólico La Castellana II Ruta 3 km 712,5 sobre camino vecinal, Villarino, Buenos Aires–- Argentina. |
Generation of electric energy from: wind energy. |
| 8 |
c/o Central Puerto S.A. – for its subsidiary Parque Eólico La Genoveva II Ruta 51 Km 705, Cabildo, Buenos Aires–- Argentina |
Generation of electric energy from: wind energy. |
| 9 | c/o Central Puerto S.A. – for its subsidiary Parque Eólico Manque (Latitude 33°13’35.26”S; Longitude 65° 4’38.69”O), Achiras. Córdoba – Argentina | Generation of electric energy from: wind energy. |
| 10 | c/o Central Puerto S.A. – for its subsidiary Parque Eólico Los Olivos (Latitude 33°13’50.34”S; Longitude 65° 2’59.94”O) Achiras. Córdoba – Argentina | Generation of electric energy from: wind energy. |
| 11 |
c/o Central Puerto S.A. – for its subsidiary Parque Eólico La Genoveva I Ruta 51 Km 705, Cabildo, Buenos Aires, Argentina |
Generation of electric energy from: wind energy. |
| 12 |
Planta Cogeneración San Lorenzo Combate Punta Quebracho s/n (esquina Vucetich), zona rural Puerto Gral. San Martín, Santa Fe, Argentina |
Generation of electric energy from: thermal energy (gaseous and liquid fuels). Operation and maintenance of extra high voltage line (EVL) |
| 13 | Central Puerto S.A. – Guañizuil II A. Ruta Nacional 150 Km 304, Las Flores, San Juan, Argentina | Generation of electric energy from: photovoltaic energy |
Certificate Register. No.: 01 10406 2329630
Certificate Holder: Central Costanera S.A. Av. España 3301.Ciudad Autónoma de Buenos Aires
Scope: Generation of electric energy from: thermal energy (gaseous and liquid fuel).
Validity: The certificate is valid until 2028-07-27
| 84 |
Including the locations:
| No: | Name/Location | Scope |
| 1 |
Central Costanera S.A. Av. España 3301 Ciudad Autónoma de Buenos Aires |
Generation of electric energy from: thermal energy (gaseous and liquid fuels). |
Additionally, pursuant to Section 22 of Argentina’s Environmental Policy Law No. 25,675, any individual or legal entity, whether public or private, engaged in activities that endanger the environment, ecosystems and their constituent elements, including us, must carry insurance for an amount sufficient to cover the cost of repairing the damages such individual or legal entity may cause. We fully comply with this regulation.
Safety and Hygiene
In managing occupational safety and health we seek to protect people and our own and third parties’ property, assuming that:
| · | all accidents and occupational diseases can be prevented; | |
| · | compliance with applicable occupational and health standards is the responsibility of all individuals participating in activities in our facilities; and | |
| · | raising awareness among individuals contributes to the welfare at the workplace and to the improved individual and collective development of the members of the work community. |
Our commitment to ongoing improvement compels us to review the sufficiency of our current policy and its stated goals on an ongoing basis. ensuring its adequacy in light of the changes required by the market and applicable laws.
In May 2025, TÜV Rheinland completed a series of ISO recertification audits to expand the scope of the existing certificates and include two new sites: Lujan de Cuyo and San Lorenzo. As of the date of this annual report, we hold the following certificates:
Standard: ISO 45001/2018
Certificate Register. No.: 01 21306 2329655
Certificate Holder: Central Puerto S.A. Calle 8 Colectora Norte, Ruta 11, Km455 Parque Industrial Sauce Viejo 3017 Santa Fe, Argentina.
Scope: Generation of electric energy from: hydraulic energy, thermal energy (gaseous and liquid fuel) and wind Energy. Steam production. Operation and maintenance of extra high voltage line.
Validity: The certificate is valid from 2024-10-21 until 2027-10-04.
Including the locations:
| 85 |
|
No: |
Name/Location |
Scope |
|||
| 1 | Central Hidroeléctrica Piedra del Águila Ruta Nacional 237, Km 1450.5 8315 Piedra del Águila Provincia de Neuquén |
Generation of electric energy from: hydraulic energy | |||
| 2 | Central Puerto S.A. – Planta Brigadier Lopez Ruta 11 Km 455 3017 Parque Industrial Sauce Viejo, Calle 8, Colectora Norte Santa Fe–- Argentina |
Generation of electric energy from: thermal energy (gaseous and liquid fuels). | |||
| 3 | c/o Central Puerto S.A.–- para su subsidiaria Parque Eólico Achiras Lote 325, Parcela 1274 Lat 33° 12’ 44,23’’S, Long 65º 5’ 16,52 ’’ O Córdoba-Achiras, Argentina |
Generation of electric energy from: wind energy. | |||
| 4 | c/o Central Puerto S.A.–- para su subsidiaria Parque Eólico La Castellana Camino rural altura de la RN 3, Km 712,5’Lat. 38º 38 ́ 22,40’’S Long. 62º 43 ́1,04 ́ ́ O–- Villarino, Buenos Aires Argentina | Generation of electric energy from: wind energy. | |||
| 5 | c/o Central Puerto S.A. para su subsidiaria Parque Eólico La Castellana II Ruta 3 km 712,5 sobre camino Vecinal Villarino, Buenos Aires, Argentina | Generation of electric energy from: wind energy. | |||
| 6 | c/o Central Puerto S.A. para su subsidiaria Parque Eólico La Genoveva II Ruta 51 Km 705 Cabildo, Buenos Aires, Argentina |
Generation of electric energy from: wind energy. | |||
| 7 | c/o Central Puerto S.A. para su subsidiaria Parque Eólico Manque (Latitud 33°13’35.26”S; Longitud 65° 4’ 38.69”O) Achiras, Córdoba, Argentina |
Generation of electric energy from: wind energy. | |||
| 8 | c/o Central Puerto S.A. para su subsidiaria Parque Eólico Los Olivos (Latitud 33°15’50.34”S; Longitud 65° 2’59.94”O) Achiras, Córboba, Argentina |
Generation of electric energy from: wind energy. | |||
| 9 | c/o Central Puerto S.A. para su subsidiaria Parque Eólico Vientos La Genoveva I Ruta 51 Km 705 Cabildo, Buenos Aires Argentina |
Generation of electric energy from: wind energy. | |||
| 10 | Central Puerto S.A – Planta Mendoza (Centrales Lujan de Cuyo y Cruz de Piedra) Ruta 84 S/N Parque Industrial Provincial 5507 Lujan de Cuyo, Mendoza, Argentina | Generation of electric energy from: thermal energy (gaseous and liquid fuels). | |||
| 11 | Central Puerto S.A – Planta Cogeneración San Lorenzo. Combate punta quebracho s/N, zona rural, Puerto Gral. San Martín, Santa Fe, Argentina | Generation of electric energy from: thermal energy (gaseous and liquid fuels). Steam production and Operation and Maintenance of extra high voltage line | |||
Certificate Register. No.: 01 21306 2329630
Certificate Holder: Central Costanera S.A. Av. España 3301.Ciudad Autónoma de Buenos Aires
Scope: Generation of electric energy from: thermal energy (gaseous and liquid fuel).
Validity: The certificate is valid until 2028-07-27
| 86 |
Including the locations:
|
No: |
Name/Location |
Scope |
|||
| 1 | Central Costanera S.A. Av. España 3301 Ciudad Autónoma de Buenos Aires |
Generation of electric energy from: thermal energy (gaseous and liquid fuels). |
Integrated Management System with ISO Certifications
Our management has put an integrated management system (“IMS”) in place for its electric power and steam generation plants in order to meet the needs and requirements of our internal policies and goals, as well as the needs and requirements of our clients, the applicable laws and regulations and ISO standards, namely, ISO 9001/2015 (quality), ISO 14001/2015 (environment) and ISO 45001/2018 (Occupational health and safety Assessment Series. Our IMS is certified by renowned international entities and audited from time to time, as required by the aforementioned standards.
The IMS seeks to achieve the following goals:
| · | equip the plants with useful and proactive management tools; | |
| · | ensure process quality; | |
| · | satisfy clients’ requirements; | |
| · | pursue ongoing improvement in processes; | |
| · | safeguard people and our own and third party’s property; | |
| · | prevent pollution; | |
| · | make efficient use of resources; | |
| · | preserve the ecological balance; and | |
| · | improve life quality. |
We identify the processes and the necessary support for the accurate operation of a sustainable, participatory and bureaucracy-free IMS that is useful for implementing the principles established by management with respect to environmental, quality, and occupational safety and health policies and for ensuring the availability of human, material and financial resources. We have used a management model based on planning-doing-checking-acting in order to guarantee the maintenance and ongoing improvement of the IMS in our facilities, which involves one or several of the following systems:
| · | Quality Management System | |
| · | Environmental Management System | |
| · | Occupational Safety and Health Management System |
The individual scope of the IMS at each plant is as follows:
| · | Puerto Complex: |
| 87 |
|
· Nuevo Puerto plant: Environmental Management System with ISO 14001/2015 certificate and Quality Management System with ISO 9001/2015 certificate · Puerto Nuevo plant: Environmental Management System with ISO 14001/20015 certificate and Quality Management System with ISO 9001/2015 certificate. | ||
|
Certification body:
From 2004 through 2015: IRAM
From 2016-2026: TÜV Rheinland | ||
| · Luján de Cuyo plant: Environmental Management System with ISO 14001/2015 certificate and Quality Management System with ISO 9001/2015 certificate and Occupation Safety and Health Management System with ISO 45001/2018 (through May 2025) certificate. | ||
|
Certification body:
From 2004 through 2015: SGS
From 2016 through 2026: TÜV Rheinland | ||
| · Piedra del Águila plant: Environmental Management System with ISO 14001/2015 certificate, Quality Management System with ISO 9001/2015 certificate and Occupation Safety and Health Management System with ISO 45001:2018 (through March 2021) certificate | ||
|
Certification body:
From 2004 through 2015: IRAM
From 2016 through 2023 (through 2024 to ISO 45001): TÜV Rheinland | ||
| · Brigadier Lopez plant: Environmental Management System with ISO 14001/2015 certificate, Quality Management System with ISO 9001/2015 certificate and Occupation Safety and Health Management System with ISO 45001:2018 (through March 2021) certificate | ||
|
Certification body:
From 2019 through 2023 (through 2024 to ISO 45001): TÜV Rheinland | ||
| · Wind Farms Achiras, La Castellana I, La Castellana II and La Genoveva II: Environmental Management System with ISO 14001/2015 certificate, Quality Management System with ISO 9001/2015 certificate and Occupation Safety and Health Management System with ISO 45001:2018 (through July 2022) certificate. | ||
|
Certification body:
From 2019 through 2023 (through 2025 to ISO 45001): TÜV Rheinland | ||
| · Wind Farms Manque and Los Olivos: Environmental Management System with ISO 14001/2015 certificate, Quality Management System with ISO 9001/2015 certificate and Occupation Safety and Health Management System with ISO 45001:2018 (through July 2025) certificate. | ||
|
Certification body:
From 2020 through 2023 (through 2025 to ISO 45001): TÜV Rheinland | ||
| 88 |
| · Wind Farms La Genoveva I: Environmental Management System with ISO 14001/2015 certificate, Quality Management System with ISO 9001/2015 certificate and Occupation Safety and Health Management System with ISO 45001/2018 (through July 2022) certificate. | ||
|
Certification body:
From 2024 through 2027: TÜV Rheinland | ||
| · Cogeneración San Lorenzo: Environmental Management System with ISO 14001/2015 certificate, Quality Management System with ISO 9001/2015 certificate and Occupation Safety and Health Management System with ISO 45001/2018 (through July 2024) certificate. | ||
|
Certification body:
From 2021 through 2025: TÜV Rheinland | ||
|
· Central Costanera Complex: Environmental Management System with ISO 14001/2015 certificate, Quality Management System with ISO 9001/2015 certificate and Health Management System with ISO 45001/2018. Certification body:
From 2024 through 2027: TÜV Rheinland
| ||
|
· Cordillera Solar Complex: Environmental Management System with ISO 14001/2015 certificate,
|
It is our policy that the IMS be reviewed upon a change to our organizational structure, operating procedures, processes or facilities and that it be updated as applicable. Once updated, the IMS is subject to a comprehensive review considering the existing interrelations to avoid overlap or omissions. Where no changes have occurred, the IMS is reviewed every five years, unless a new version of the reference ISO standards is released during that period, in which case the IMS is adjusted to conform to the new standards.
The Argentine Electric Power Sector
The following is a summary of certain matters relating to the electric power industry in Argentina, including provisions of Argentine laws and regulations applicable to the electric power industry and to us. This summary is not intended to constitute a complete analysis of all laws and regulations applicable to the electric power industry. Investors are advised to review the summary of such laws and regulations published by the Secretariat of Energy (https://www.argentina.gob.ar/economia/energia), CAMMESA (www.cammesa.com.ar) and the Ente Nacional Regulador de la Electricidad (Argentine Electricity Regulatory Entity, or “ENRE”) (www.enre.gob.ar) and to consult their respective business and legal advisors for a more detailed analysis. None of the information on such websites is incorporated by reference into this annual report.
History
For most of the second half of the 20th century, the Argentine Government controlled the assets and operations of the country's electric power sector. By 1990, the public sector controlled virtually all electric power supply in Argentina (97% of total generation). The Argentine Government regulated the industry at the national level and controlled national electric power companies, while several provinces also operated their own utilities.
As part of the economic plan adopted by former President Carlos Menem, the Argentine Government undertook an extensive privatization program covering all major state-owned industries, including electric power generation, transmission, and distribution. Argentine Law No. 23,696 (passed in 1989) (the “Federal Reform Law”) declared a state of emergency for all public services and authorized the Argentine Government to reorganize and privatize public companies.
| 89 |
The privatization policy had two primary objectives: (i) reducing rates and improving service quality through free market competition and (ii) preventing concentration of control within each market subsector to limit participants' ability to fix prices. Separate limitations and restrictions were imposed on each subsector to achieve these goals.
Pursuant to the Federal Reform Law, Decree No. 634/1991 established guidelines for: (a) decentralizing the electric power industry; (b) structuring the electric power market; and (c) enabling private sector participation in the generation, transmission, distribution, and trading subsectors.
General Overview of Legal Framework
Key Statutes and Complementary Regulations
The body of rules that constitutes the basic regulatory framework of the Argentine electric power sector currently in force are the following: (i) Law No. 15,336, enacted on September 20, 1960, as amended by Law No. 24,065, passed on December 19, 1991, partially promulgated by Decree No. 13/92, and regulated by Decree No. 1398/92 and Decree No. 186/95 (collectively, the “Regulatory Framework”), (ii) Law 24,065, as amended through Decree No. 450/2025, which implemented privatizations of government-owned companies in the electric power sector and separated the industry vertically into four categories: generation, transmission, distribution and demand, and it also provided for the organization of the WEM (described in greater detail below) based on the guidelines set forth in Decree No. 634/91; and (iii) Decree No. 186/95 also created the notion of “participant,” among which it is worth mentioning the “trader,” which is defined as a company that is not a WEM agent but trades electric power in bulk; (iv) Decree No. 55/23 declared an emergency in the generation, transportation and distribution segments of electric energy, as well as in the transportation and distribution of natural gas under federal jurisdiction, until December 31, 2024, which was then extended by Decree No. 1023/2024 and Decree No. 370/25 until July 9, 2026, and it also instructed the Secretariat of Energy to develop, enact and implement a program of necessary actions, with the stated purpose of establishing price sanction mechanisms under competitive conditions, maintaining revenue levels and covering investment needs to guarantee the continued provision of public utilities for the transportation and distribution of electric power and natural gas; and (v) Law No. 27,742, which declared a public emergency in administrative, economic, financial and energy matters until July 2025.
In addition to the regulations previously mentioned, it is important to highlight that, in response to the economic crisis that Argentina experienced between 2001 and 2002, the Argentine Government has declared, ever since, several public emergencies in the context of which a series of significant measures were introduced to the regulatory framework applicable to the electricity sector. These measures have had significant adverse effects on electricity generation, distribution and transmission companies.
Procedures for the Programming of Operation, Dispatch and Price Calculation
For the purposes of implementing the provisions set forth in the Regulatory Framework, a set of regulatory provisions were issued, through Resolution No. 61 of April 29, 1992 of the former Secretariat of Electric Energy, which are referred to as the “Procedures for the Programming of Operation, Dispatch and Price Calculation” (the “Procedures”). The Procedures have been amended, supplemented and extended by subsequent resolutions issued by the relevant authorities.
Recently, Decree No. 450/2025 provided for the Secretariat of Energy to issue the necessary regulations to review the Procedures, for purposes of determining their repeal or their maximum term of validity, during the 24-month transition period established by the aforementioned Decree.
Accordingly, on October 21, 2025, Secretariat of Energy Resolution No. 400/2025 was published in the Official Gazette, whereby the “Rules for the Normalization of the MEM and its Progressive Adaptation” were approved, applicable to the Economic Transactions of the MEM as from November 1, 2025.
| 90 |
Provincial Regulatory Powers
Provinces regulate the electrical system within their territories and are enforcement authorities in charge of granting and controlling electric power distribution concessions therein. Nonetheless, if a provincial electric power market participant is connected to the SADI, it must also comply with federal regulations. In general terms, provinces have followed federal regulatory guidelines and have established similar regulatory institutions. In addition, isolated provincial electric power systems are very rare, and most provincial market participants are connected to the SADI and buy and sell electric power in the WEM, which falls within the regulatory powers of the Argentine Government.
Regulatory entity – ENRE and the creation of the new Argentine National Gas and Electricity Regulator
Law No. 24,065 also created the Ente Nacional Regulador de la Electricidad (Argentine National Electricity Regulator) (ENRE) as an autonomous entity within the scope of the current Secretariat of Energy. In July 2024, Law No. 27,742 established the creation of the Ente Nacional Regulador del Gas y la Electricidad (Argentine National Gas and Electricity Regulator) (“ENGRE”), which, once constituted, will replace and assume the functions of the ENRE and ENARGAS, pursuant to art. 161.
The main duties of the ENRE are the following: (a) enforcing the Regulatory Framework and controlling the rendering of public services and the performance of the obligations set forth in the concession contracts at a national level; (b) issuing the regulations applicable to the WEM agents; (c) setting forth the basis for calculation of tariffs and approving the tariff schedules of transmission and distribution companies holding national concessions; (d) authorizing electrical conduit easements; and (e) authorizing the construction of new facilities. Besides, Law No. 24,065 has entrusted ENRE with jurisdictional activity. Any dispute arising between WEM agents should be subject to prior compulsory jurisdiction of ENRE (subject to further judicial review).
Pursuant to art. 58 of Law No. 24,065, regulated by Decree No. 1398/92, ENRE’s board of directors should be composed of five (5) members, who shall be elected through a selection procedure by open call (convocatoria abierta) among professionals who have the required curricular background. However, in 2019, Section 6 of the Solidarity Law No. 27,541 authorized the Argentine Government to intervene ENRE’s board for one year. Since then, the ENRE has been intervened by virtue of Decrees No. 277/2020, 1020/2020, 871/2021, 815/2022 and recently, Decrees No. 55/2023, 1023/2024 and 370/25, issued by the Milei administration, until July 9, 2026, or until the new regulatory entity has been duly constituted and is fully operational and the members of its Board of Directors have been appointed (whichever occurs first).
On July 4, 2025, through Decree No. 452/2025, the Argentine Government ordered the creation of the ENGRE. The ENGRE will be governed and administered by a Board of Directors composed of five members: a President, a Vice-President, and three Directors, each appointed for a five-year term, with indefinite eligibility for reappointment. The selection process for the members of the Board of Directors will be conducted by the Secretariat of Energy, which will submit its recommendation to the Argentine Government for final approval of the Board’s members. Pursuant to Decree No. 452/2025, the ENGRE must be operative within 180 calendar days from the publication of its creation in the Official Gazette.
The new authority will enjoy administrative autonomy and independence in terms of budget and operating, as well as full legal capacity to act under both public and private law. Its assets will consist of those transferred to it and those it may acquire in the future. In its relations with private parties and with the Argentine Government, the ENGRE will be governed by the procedures set forth in the National Administrative Procedures Law No. 19,549, except as otherwise expressly provided in the applicable regulatory frameworks and their implementing regulations.
Until the ENGRE approves its organizational structure, the ENRE will remain in force and will continue to exercise its assigned responsibilities, powers, and functions in order to ensure the continuity of operational activities. As of this date, the new authority is not yet operative, as the members of its Board of Directors have not yet been appointed.
| 91 |
Pursuant to Decree No. 452/2025, the Board of Directors of the new authority will be able to:
| a. | enforce and oversee compliance with the legal and regulatory provisions governing the ENGRE’s activities; |
| b. | adopt the ENGRE’s internal bylaws; |
| c. | advise the Argentine Government on all matters within the authority’s jurisdiction; |
| d. | hire and remove the ENGRE’s personnel and determine their duties and employment conditions; |
| e. | prepare the annual operating budget and resource forecast, to be submitted to the Argentine Government for approval and inclusion in the draft National Budget Law for the relevant fiscal year; |
| f. | prepare its annual report and financial statements; |
| g. | impose the sanctions provided for under the gas and electricity regulatory frameworks and their implementing regulations; and |
| h. | generally, to perform all other acts necessary for the fulfillment of the ENGRE’s functions and the objectives set forth in the applicable regulatory frameworks. |
The Secretariat of Energy
In addition to the ENRE, one of the main regulatory entities in Argentina is the Secretariat of Energy.
Its role is defined in Law No. 24,065 and Decree No. 50/2019. Pursuant to Decree No. 50/2019 (as amended, particularly by Decree No. 480/2022), the Secretariat of Energy, currently under the orbit of the Ministry of Economy, has overall responsibility for organizing the electricity industry and establishing the policies applicable to the sector, among other objectives according to Decree No. 293/2024. Within the scope of the Secretariat of Energy, the Undersecretariat of Electric Energy is in charge of assisting the enforcement authority.
CAMMESA
The creation of the WEM made it necessary to create an entity in charge of the management of the WEM and the dispatch of energy into the SADI. These duties were entrusted to CAMMESA, created by virtue of Decree 1192/1992, as a non-profit corporation. Each of the shareholders of CAMMESA hold twenty percent of its shares and are as follows: the Argentine Government (represented by the Secretariat of Energy) and the four associations representing the different segments of the electric power sector (generation, transmission, distribution and large users).
CAMMESA is managed by a board of directors composed of ten regular directors and up to ten alternate directors, which are appointed by its shareholders. Each of the associations that represent the different segments of the electric power sector is entitled to appoint two regular directors and two alternate directors. The two remaining regular directors of CAMMESA are the current Secretariat of Energy, who serves as chairman of the board and an independent member who acts as vice chairman, appointed at a meeting of the shareholders. The decisions adopted by the board of directors of CAMMESA require the affirmative vote of a majority of the directors present at the meeting, including the affirmative vote of the chairman of the board.
CAMMESA is in charge of managing the SADI in accordance with the Regulatory Framework.
In addition, under current applicable regulations, CAMMESA has been tasked with the role of acquiring and supplying the fuel for the electric power sold under the Spot Sales free of cost to the generators.
Pursuant to Resolution No. 2022/2005, the Secretariat of Energy had the power to define the regulatory instructions and mandates that could be issued to CAMMESA. This power was revoked by Resolution No. 150/2024, published in the Official Gazette on July 10, 2024. The purpose was to gradually channel the National Electric Sector towards the guiding principles of the Regulatory Framework (especially Laws. No. 15,336 and 24,065) and reduce the intervention of the Argentine Government in the electric power market.
| 92 |
WEM (Wholesale Electricity Market)
Transactions among different participants in the electricity industry take place in the WEM, administrated by CAMMESA, which clears all transactions as a power pool administrator. The WEM was originally conceived as a competitive market in which generators, distributors and certain large users of electricity could buy and sell electricity at prices determined by supply and demand, and were also allowed to enter into medium and long-term power purchase contracts.
The WEM consisted mainly of:
| 1. | a term market, where contractual quantities, prices and conditions were freely agreed upon among sellers and buyers; | |
| 2. | a spot market, where prices were established on an hourly basis based on the economic production cost, represented by the short-term marginal cost measured at the system’s load center (market node) (however, in practice, this system has suffered significant regulatory distortions since the year 2002). Purchases made in the spot market vary according to the nature of the buyer: large users, generators and self-generators pay the Spot Price, while distributors pay a seasonal price calculated by CAMMESA and approved by the Secretariat of Energy. Seasonal prices are periodically established by the Secretariat of Energy based on the programming made by CAMMESA, and maintained for six-month periods (subject to quarterly adjustments), in order for distributors to pay a stabilized price, and thus be able to transfer it to the tariffs paid by end users. It should be noted that since 2002, this price is not transferred in full to demand agents of the WEM, which in turn leads to relevant deficits in the stabilization fund administered by CAMMESA. Finally, the electricity remuneration values for generators (Spot Sales) are set by the Argentine Government; and | |
| 3. | a quarterly stabilization system of spot market prices, managed by CAMMESA, intended for the purchases of electric power by distributors. |
The following chart shows the relationships among the various actors in the WEM:
| 93 |
| __________________ |
Source: CAMMESA.
Recently, within the framework of Decree No. 450/2025, and the guidelines issued to CAMMESA, the Secretariat of Energy issued Res. No. 400/2025, published in the Official Gazette on October 21, 2025. The resolution approved the “Rules for the Normalization of the MEM and Its Progressive Adaptation”, which apply to WEM economic transactions as from November 1, 2025.
The main amendments introduced by Resolution No. 400/2025 include the following:
| · | Redefinition of the structure of distributor-supplied demand in the WEM, dividing it into two categories: (i) Distribution Large User Demand (Grandes Usuarios de Distribución – GUDI, consumption ≥ 300 kW), and (ii) Seasonal Distribution Demand (“DEDMEM”), which includes residential and non-residential users that do not yet procure energy independently. |
| · | Establishment of priority supply of DEDMEM through “Assigned Generation” with any remaining demand to be covered through the Spot Market or distributors’ forward contracts. Assigned Generation includes: generation plants with existing PPAs (thermal and renewable, including those under Res. SE No. 220/2007, 21/2016, 287/2017, FONINVEMEM, GENREN, RenovAr, RenMDI and MiniRen programs), nationally granted and binational hydroelectric plants (Yacyretá and Salto Grande), nuclear generation (NASA), and centralized imports. The costs of Assigned Generation are passed through to DEDMEM through stabilized prices. |
| · | Granting absolute priority to residential demand in the allocation of Assigned Generation. Non-residential demand will be supplied with the remaining Assigned Generation and, in the event of a shortfall, distributors must procure energy through Spot Market purchases or bilateral contracts in the term market. |
| · | Classification of all non-assigned generation as Spot Generation, operating under a competitive regime with prices determined on a marginal cost basis: |
| o | Thermal and renewable plants will migrate to this regime upon expiration of their existing contracts and may sell energy either in the Spot Market or through term market contracts. |
| o | Hydroelectric and nuclear plants will continue to be governed by specific regulatory regimes. |
| o | Provincially owned plants may freely participate in both markets. |
| 94 |
| · | Creation of the “New Generation” category, applicable to facilities achieving commercial operation after January 1, 2025. New Generation benefits from pro-competition rules (e.g., full rent factor recognition for energy) and may be eligible, subject to approval, for participation in the Additional Reliability Reserve Service, with specific capacity remuneration and location requirements. |
| · | Approval of a new energy and capacity remuneration scheme for both Spot Generation and Spot Demand, based on marginal price signals reflecting actual supply costs, with transitional adjustment factors. |
| · | Relaunch of the Energy and Capacity Term Market, enabling bilateral contracts among generators, distributors, and large users to cover both variable costs (energy) and fixed costs (capacity). |
| · | Implementation of a transitional fuel management regime. |
| · | Specific treatment for state-administered assets: ENARSA-owned thermal plants (including San Martín and Belgrano) are allocated to supply the Spot Market until privatization; combined-cycle units subject to availability agreements (Res. No. 59/2023) will maintain their current regime unless they opt into the new framework. |
| · | Creation of two system reliability reserve services: |
| o | the Base Reliability Reserve Service, applicable to existing thermal generation, with remuneration of US$ 1,000 per MW-month (subject to exclusions); and |
| o | the Additional Reliability Reserve Service, aimed at new hydro/termal generation or storage capacity, with remuneration of US$ 9,000 per MW-month for up to ten years, subject to regulatory approval and location-needs of the SADI. |
Structure of the Industry
Generation
According to Law No. 24,065, electric power generation is classified as an activity of general interest associated with the provision of the public service of transmission and distribution of electric power but conducted within the framework of a competitive market.
Thermal electric power generators (i.e., generation using natural gas, liquid fuels derived from oil, such as gas oil and fuel oil, coal, solar panels or wind turbines) do not need a concession granted by the government to operate, whereas hydroelectric power generators do need a concession granted by the government to be able to use water sources. Typical terms included in concession agreements include the right to use water resources and facilities for a fixed amount of time (e.g., thirty years), in cases where the dam is owned by the Argentine Government or an Argentine provincial government, and the option to extend or renew the concession period for a fixed number of years. Usually, the concessionaire must make a one-time initial payment to the Argentine Government or an Argentine provincial government in exchange for the rights granted in the concession and periodically must pay a fee and/or royalties to the respective provincial government where the river is located in exchange for the use of this water resource. Normally, these periodic fees vary according to the amount of energy generated.
Following the enactment of Res. No. 95/2013, the incorporation of new PPAs in the term market was suspended, except for those power purchase agreements executed under certain special regimes. However, more recently, Resolution 21/2025 introduced a new exception to the temporary suspension and stipulated that, effective from January 1, 2025, projects for the generation, self-generation, or cogeneration of electricity from thermal, hydroelectric, or nuclear sources may enter into PPAs in the WEM, and manage them in accordance with the 'Procedures for the Scheduling of Operations, Load Dispatch, and Price Calculation’. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme” below.
In addition, it should be noted that in recent years, Argentina has prioritized the generation of electric power from renewable sources. In such regard, it has not only issued regulations intended to regulate and incorporate this type of energy into the WEM, but it has also promoted it by granting incentives in the form of tax benefits and preferential or subsidized tariffs.
| 95 |
In this regard, through the enactment of Law No. 26.190 in December 2006, amended and supplemented by Law No. 27.191, both regulated by Decree No. 531/2016, the generation of electric energy from the use of renewable energy sources for public service provision was declared to be of national interest. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Structure of the Industry—Renewable Energy” below.
Within this framework, the Argentine Government launched a series of bidding processes for the development of renewable power generation projects—See “Item 4.B. Business Overview—The Argentina Electric Power Sector— RenovAR (Round 1, Round 1.5 and Round 2): Bidding Process for Renewable Energy Generation Projects”—, and also implemented the Renewable Energy Term Market by means of Resolution No. 281-E/2017 of the former Ministry of Energy and Mining—See “Item 4.B. Business Overview—The Argentina Electric Power Sector— The Renewable Energy Term Market in Argentina - Resolution No. 281-E/17”.
Transmission and Distribution
Pursuant to Law No. 24,065, transmission and distribution activities are regulated as public services due to the fact that they are natural monopolies. The Argentine Government has granted concessions to private entities conducting these activities, subject to certain conditions, such as service quality standards and fixing the tariffs they are entitled to collect for their services.
Electricity transmission is comprised of (i) a high-voltage transmission system, operated by the company Transener, which connects the main electric power production and consumption areas allowing the transmission of electric power between different Argentine regions and (ii) several regional trunk systems, which transmit electric power within a particular region and connect the generators, distributors and Large Users that operate in such region.
Electricity distribution is regulated only at the federal level for the City of Buenos Aires and the districts in the metropolitan areas of Greater Buenos Aires. EDENOR operates in the northern area of both the City of Buenos Aires and Greater Buenos Aires, and EDESUR operates in the southern area of both the City of Buenos Aires and Greater Buenos Aires. In the rest of the country, the electric power distribution service is regulated at the provincial level and subject to concession granted by provincial authorities. Section 124 of Law No. 27,467 established that both EDENOR and EDESUR would be transferred to the regulatory jurisdiction of the Province of Buenos Aires and the City of Buenos Aires, as applicable. However, such transfer was not implemented, and was later suspended by the Solidarity Law that established that the ENRE will retain its regulatory powers over such companies for as long as the emergency declared by such law remain in force.
Transmission services are rendered by concessionaires that operate and use high and medium voltage transmission lines. Transmission services consist of the transformation and transmission of electric power from generators’ delivery points to distributors or Large Users’ reception points. Law No. 24,065 provides that electricity transmission companies must be independent from other WEM participants and prohibits them from purchasing or selling electricity.
Distribution companies are in charge of supplying electric power to end-users who cannot contract with an independent electric power supply source due to their consumption levels, such as residential end-users.
The main characteristics of concession contracts for the transmission and distribution of electric power are: (i) service quality standards with penalties that are applied in case of breach; (ii) a concession term of 95 years for the monopoly of the supply service in a supply area or network, divided into “management periods,” with an initial term of 15 years and subsequent terms of ten years (at the end of each management period, the Argentine Government must call for bids to sell the majority stake of the corresponding transmission or distribution company); and (iii) tariffs fixed based on economic criteria with a price cap system and predefined processes regarding their calculation and adjustment.
| 96 |
Large Users
The WEM classifies Large Users of energy into three categories: (i) Grandes Usuarios Mayores (Major Large Users, or “GUMAs”), (ii) Grandes Usuarios Menores (Minor Large Users, or “GUMEs”) and (iii) Grandes Usuarios Particulares (Particular Large Users, or “GUPAs”).
GUMAs are users with a maximum capacity equal to or greater than 1 MW and a minimum annual energy consumption of 4,380 MWh. Their transactions in the spot market are invoiced by CAMMESA.
GUMEs are users with a maximum capacity ranging from 0.03 to 2.0 MW. They are not required to have any minimum annual demand.
GUPAs are users with a minimum capacity of 0.030 MW and a maximum of 0.1 MW. They are not required to have any minimum annual demand.
Traders
Since 1997, traders have been authorized to participate in the WEM by intermediating block sales of energy.
Vertical and Horizontal Restrictions
The WEM agents are subject to vertical restrictions, pursuant to Law No. 24,065 and Decree No. 1398/92, according to which:
| 1. | neither a generation or distribution company nor a Large User or any of its controlled companies or its controlling company, can be an owner or a majority shareholder of a transmission company or the controlling entity of a transmission company. Nevertheless, the Argentine Government may authorize a generation or distribution company or a Large User to build, at its own cost and for its own need, a transport network for which it will establish the modality and form of operation. | |
| 2. | the holder of a distribution concession cannot be the owner of generation units; however, the shareholders of the electric power distributor may own generation units, either by themselves or through any other entity created with the purpose of owning or controlling generation units; and | |
| 3. | no transmission company may purchase or sell electricity. |
Section 33 of the Argentine Corporate Law states that “companies are considered as controlled by others when the holding company, either directly or through another company: (1) holds an interest, under any circumstance, that grants the necessary votes to control the corporate will in board meetings or ordinary shareholders’ meetings; or (2) exercises a dominant influence as a consequence of holding shares, quotas or equity interest or due to special linkage between the companies”. However, we cannot assure you that the electric power regulators will apply this standard of control in implementing the restrictions described above. According to the ENRE resolutions, a company controlled by or controlling an electric power transmission company is a company that owns more than 51.00% of the voting shares of the controlled company and exercises a majority control.
Both electric power transmitters and distributors are also subject to horizontal restrictions. The horizontal restrictions applicable to transmission companies are the following:
| 1. | two or more transmission companies can merge into or be part of a same economic group only if they obtain an express approval from the ENRE; such approval is also necessary when a transmission company intends to acquire shares in another electric power transmission company; | |
| 97 |
| 2. | pursuant to the terms of the concession agreement that govern the transmission of electric power through transmission lines above 132 kv and below 140 kv, the transmission service is rendered exclusively in the specific areas indicated in such agreement; and | |
| 3. | pursuant to the terms of the concession agreement of the company that renders electric power transmission services through lines with voltage equal to or higher than 220 kv, the service must be rendered exclusively and without territorial restrictions, throughout Argentina. |
The horizontal restrictions applicable to electric power distribution companies are the following:
| 1. | two or more distribution companies can merge into or be part of a same economic group only if they obtain an express approval from the ENRE; such approval is also necessary when a distribution company intends to acquire shares in another electric power distribution company; and | |
| 2. | the distribution service is rendered within the areas specified in the respective concession contracts. |
Import and Export Transactions
Pursuant to Decree No. 974/97, import and export transactions are conducted through the TEII (Sistema de Transporte de Energía Eléctrica de Interconexión Internacional), a public service subject to the concession granted by the former Secretariat of Electric Energy. Under such system, through Resolution No. 348/99, the former Secretariat of Electric Energy granted Interandes Sociedad Anónima a concession for the TEII through the Güemes Transmission System, which connects the Central de Salta Thermal Generation plant located in Güemes, Salta, with the Sico Border Crossing, on the border with the Republic of Chile.
All import and export transactions conducted through the term market require the prior authorization of the Undersecretary of Electric Energy and CAMMESA. This authority is currently held by the Undersecretary of Electric Energy under the terms of the powers conferred by point IX of Decree No. 50/2019 (amended by Decree No. 804/2020).
Electricity Dispatch and Spot Market Pricing prior to Res. No. 95/13
According to the Regulatory Framework, an electric power generator’s remuneration was a function of two components: (1) a variable component, based on quantity of energy sold in the market, and (2) a fixed component that aims to remunerate the generator for each MW of capacity of its units available per hour in the WEM, regardless of the consumption of the electric power generated by such units. The value of the fixed component depended on, among other things, the connection node to which the unit connects to the SADI.
In accordance with the spot market that was in place prior to Spot Sales, electric power was traded at prices reflecting supply and demand. CAMMESA dispatched the available power units based on the variable costs of production determined by the generation agents, either based on the cost of fuel or the price of water determined, dispatching the most efficient power units first. The spot market price was determined by CAMMESA on an hourly basis at a specific geographic location, referred to as the “market node,” which is located in the system’s load center at Ezeiza, Province of Buenos Aires. The energy price consisted of a value referred to as the “marginal system price” or “market price,” and represented the economic cost of generating the next MWh to satisfy an increase in demand at the same value. The seasonal price fixing system was directly related to the quarterly average prices of the spot market.
However, in practice, the Spot Market pricing mechanisms have suffered significant changes since 2002, and by means of Resolution of the Secretariat of Energy No. 95/2013, relevant changes were made to the remuneration of the generation sector, transforming the system into a “cost plus” regime, in which generators were remunerated on the basis of variable “non-fuel” costs, fixed costs and an additional margin. In addition, Resolution No. 95/2013 prohibited generators to purchase their own fuel, with CAMMESA being the only buyer and administrator of fuel.
| 98 |
The remuneration regime for electricity generation was modified and supplemented by numerous resolutions in the years that followed: (i) Res. No. 529/14, (ii) Res. No. 482/2015, (iii) Res. No. 22/2016, (iv) Res. No. 19/17 (which established a remuneration scheme in US dollars); (v) Res. No. 1/19 (which maintained the scheme in US dollars); (iv) Res. No. 31/20 (which re-established a remuneration scheme valued in Argentine pesos), and through several other resolutions, the most recent being Res. No. 602/2025.
More recently, Resolution No. 21/2025, published in the Official Gazette on January 28, 2025, amended certain provisions of Resolution No. 95/2013. It established that the commercial management and fuel dispatch for thermal generators with supply contracts without the obligation of self-management will remain the responsibility of CAMMESA. However, for thermal generators operating in the spot market, the prohibition on acquiring their own fuel was lifted, with CAMMESA remaining as the supplier of last resort. Furthermore, it stipulated that the costs associated with managing proprietary fuels will be valued based on the reference prices declared in the 'Declaration of Variable Production Costs,' including freight, transportation, natural gas distribution, taxes, and related fees.
The Stabilization Fund
Energy prices are passed on to end-users through the public utility distribution companies. To fix prices for end-users, CAMMESA analyzes electric power supply and demand for the period for which the price is being calculated. The seasonal price is a fixed quarterly price. The Regulatory Framework created the Stabilization Fund that absorbs the differences between the seasonal price and the spot price in the WEM. When the seasonal price is higher than the spot price, there is an accumulated surplus in the Stabilization Fund. Any surplus is used to offset any losses resulting from periods during which the spot price has been higher than the seasonal price. However, due to tariffs’ public policies, the Stabilization Fund has been in deficit since 2003.
Emergency of the Electric Power Sector
The electric power sector has been significantly affected by the Public Emergency Law enacted on January 6, 2002, and the measures adopted as a consequence thereof. As a result of the law, electric power transmission and distribution tariffs were converted into pesos and frozen for more than six years. They were only subject to limited and small-scale increases.
Since the approval of the Public Emergency Law, a series of temporary provisions amended the original mechanism for the determination of prices in the WEM. The measures adopted pursuant to the Public Emergency Law also distorted this mechanism: in spite of an increase in the spot price, the seasonal price remained frozen for all users until 2004, when a partial adjustment was adopted that did not affect residential demand. As a result, the amounts collected based on seasonal prices have been lower than the amounts based on spot prices, therefore increasing the Stabilization Fund deficit.
In addition, the remuneration to power generators was maintained at artificial low levels through regulations that, among other measures, sets a cap on spot prices freezing the capacity payments.
On December 15, 2015, through Decree 134/2015 the Argentine Government declared a state of emergency with respect to the Argentine electric power sector until December 31, 2017.
On December 20, 2019, the Solidarity Law No. 27,541 was enacted, which once again declared a public emergency in tariff and energy matters, extending such declaration to the economic, financial, fiscal, administrative, pension, health, and social fields, delegating to the Argentine Government a variety of powers to fulfill the objectives envisaged in the regulation.
On December 18, 2023, the Argentine Government (under the Milei Administration) issued Decree No. 55/2023 which (i) declared a state of emergency in the segments of electricity generation, transmission, and distribution, as well as in the transmission and distribution of natural gas under federal jurisdiction until December 31, 2024; (ii) initiated the process for tariff review for providers of electricity and natural gas transmission and distribution services; and (iii) order the intervention of ENRE and ENARGAS. The emergency was extended through Decrees 1023/2024 and Decree 370/2025 until July 9, 2026.
| 99 |
Law No. 27,742, within the framework of the energy emergency declared in its Section 1, empowered the Argentine Government to adjust the Regulatory Framework for a period of one year, in order to:
| · | Promote the opening of international trade of electric energy, guaranteeing safety and reliability. |
| · | Ensure free commercialization and competition in the industry, allowing end users to choose their supplier. |
| · | Promote the economic dispatch of energy transactions based on hourly economic costs. |
| · | Adjust energy tariffs according to the real costs of supply in order to guarantee investment and the continuous provision of public services. |
| · | Explain the payment concepts for the end user and establish the distributor as the agent for the collection and withholding of amounts. |
| · | Guarantee the development of energy transportation infrastructure through open and competitive processes. |
| · | Modernize and professionalize the structures of the electric sector, reorganizing the Federal Electric Energy Council as a non-binding advisory body. |
Moreover, Resolution No. 294/2024 of the Secretariat of Energy, published in the Official Gazette on October 2, 2024, established the 'Contingency and Preparation Plan for the Critical Months of the 2024/2026 Period' (the Contingency Plan). The Contingency Plan aims to prevent, reduce, and mitigate potential challenges in the energy supply during critical days within the 2024/2026 period, outlining specific actions to be carried out by the Ministry of Energy (SE) in the generation, transmission, and distribution sectors of electricity.
On May 24, 2024, we reported that we entered into an agreement with CAMMESA within the framework of resolutions issued by the SE in connection with the debts of CAMMESA for transactions corresponding to the months of December 2023 and January and February 2024, by virtue of which outstanding debts were paid by CAMMESA. Such debt was paid through the delivery of public securities ("BONDS OF THE ARGENTINE REPUBLIC IN US DOLLARS STEP UP 2038" (BONO USD 2038 L.A.)) and funds available in bank accounts enabled in CAMMESA within 48 hours from the signing of the agreement. As of the date of this annual report, there are no outstanding liabilities in connection with this agreement.
The FONINVEMEM and Similar Programs
In 2004, the Argentine Government, seeking to increase generation capacity, created the FONINVEMEM (Res. No. 712/2004), a fund to be administered by CAMMESA. To provide capital for the FONINVEMEM, the former Secretariat of Electric Energy invited all WEM participants holding LVFVDs (Liquidaciones de Venta con Fecha de Vencimiento a Definir, as per Res. No. 406/2003 and 943/2003) that originated from amounts owed by CAMMESA’s to generators from the period January 2004 to December 2006, to contribute these credits to the FONINVEMEM. In the initial stages of the FONINVEMEM, generators had to participate in the construction of two new 800 MW combined cycle thermal generation plants. Consequently, on December 13, 2005, the generation companies TMB and TJSM were created. Subsequently the generators also contributed the LVFVDs from 2007 to said projects.
The FONINVEMEM reimburses the private sector contributors the amount of their contributed receivables in 120 equal, consecutive monthly installments starting from the commercial launch date of the plants, converted into U.S. dollars at the rate effective as of the date of the applicable agreement, with interest at the interest rate specified in the applicable agreement for each project. For further information, see “Item 4.B. Business Overview—FONINVEMEM and Similar Programs”.
Subsequently, in 2010, a new agreement with WEM generators was entered into to promote new electric power generation to satisfy the increase in the energy and capacity demand and also to facilitate the settlement of the generators’ receivables from CAMMESA (LVFVDs) for electric power sales. Within the framework of such agreement, Central Puerto and the Endesa and Duke groups participated in a project for the construction of a thermal combined cycle plant named Central Vuelta de Obligado, in Timbúes, Province of Santa Fe, and, in turn, The AES Group was part of a project for the construction of Central Guillermo Brown, located in Bahía Blanca, Province of Buenos Aires. In connection with the former, the generation company CVOSA was created.
| 100 |
Energía Plus
In September 2006, the Secretariat of Energy issued Resolution No. 1281/06 which created the Energía Plus Service, to respond to the sustained increase in energy demand and to foster new private sector interested parties to invest fresh capital into the energy sector in order to generate new energy sources. Nevertheless, this regime was recently repealed through Res. No. 21/2025 of the Ministry of Economy.
Res. No. 1281/06, which created the Energía Plus Service, provided that:
| 1. | The energy available in the market will be used primarily to serve residential customers, public lighting, public entities and industrial and commercial users whose energy demand is at or below 300 kW and that have not entered into term contracts. | |
| 2. | GUMAs, GUMEs and large customers of distribution companies (in all cases with consumption equal or higher than 300 kilowatts) are allowed to satisfy any consumption in excess of their base demand (equal to their demand in 2005) with energy from the Energía Plus service, consisting of the supply of additional energy generation from new generators and generation agents, co-generators or self-generators that are not agents of the WEM or who, as of the date of publication of the resolution, were not interconnected with the WEM. The price required to pay for excess demand, if not previously contracted for under the Energía Plus, was originally fixed to be equal to the marginal cost of operation. The marginal cost is equal to the generation cost of the last generation unit transmitted to supply the incremental demand from electric power at any given time. With the Energía Plus, the price has been amended to for GUMAs and GUMEs and has been maintained for large customers of distribution companies for their excess demand (Note No. 111/16 issued by the former Secretariat of Electric Energy). |
Even though this regime is no longer in force, Res. No. 21/2025 provided that the execution of new contracts or the renewal of existing contracts in the term market, under the Energía Plus Service modality could only occur until October 31, 2025. Existing contracts under this modality will remain in force and continue to be in force under their current terms and conditions until their respective expiration.
PPAs for additional generation and associated energy from generation – Secretariat of Energy - Resolution 220/07
Pursuant to Resolution No. 220/07, the Secretariat of Energy authorized the execution of Power Purchase Agreements (“PPAs”) between the WEM (represented by CAMMESA) and companies that offer additional generation to the system (i.e., the so-called offer of additional generation and associated energy from generation, co-generation and self-generation agents that, as of the date of publication of the resolution, were not WEM agents or did not have the generation facilities to commit to such supply). PPAs are applicable to all such projects for additional energy generation that involved the participation of the Argentine Government or ENARSA or those that be determined by the former Ministry of Federal Planning, Public Investment and Services (currently, the Secretariat of Energy).
Resolution No. 220/07 sets forth the standard terms of PPAs, including:
| 1. | Effective Term: Maximum of ten years. | |
| 2. | Parties: The company whose offer has been approved by the former Secretariat of Electric Energy, as seller, and the WEM as a whole, represented by CAMMESA, as buyer. |
| 101 |
| 3. | Remuneration: To be determined based on the costs accepted by the former Secretariat of Electric Energy and approved by the former Ministry of Planning. | |
| 4. | Delivery Point: The connection node of the plant with the SADI. | |
| 5. | Remedies: The PPAs must include remedies for breach based on the effect that the unavailability of the units committed under the PPAs may have on the proper supply of the electric power demand in the SADI. | |
| 6. | Dispatch: The machines and plants assigned to the PPAs will generate electric power to the extent they are dispatched by CAMMESA. |
Call for Bids for New Thermal Generation Capacity and Associated Electricity Generation
As of the date of this annual report, there are no new thermal generation capacity or associated electricity generation bids ongoing or announced.
By means of Res. No. 21/16, the former Secretariat of Electric Energy called for bids for thermal generation capacity and associated electric power generation. The energy was to be made available in the WEM to meet essential demand requirements beginning with the following seasons: summer 2016/2017, winter 2017 and summer 2017/2018.
Res. No. 21 sets forth the guidelines for wholesale demand contracts, which included, among other things, the following terms: (i) the contractual term is required to be between five and ten years; (ii) the maximum specific consumption of each generating unit by type of fuel used is required to be lower than 2,500 kilocalories per kilowatt-hour; (iii) a set of remedies are required to be defined for failures to comply with the committed availability of generation capacity; (iv) the supply of and recognition of the cost of fuel used by the machines and power plants involved is required to be included in accordance with applicable regulations; (v) contracts are required to have first priority in payment and rank equally with existing supply agreements with BICE in its role as trustee of the trusts “Central Termoeléctrica Manuel Belgrano” and “Central Termoeléctrica Timbúes” since January and February 2010, respectively, and priority in payment must rank equally with payment obligations in respect of liquid fuel purchases for electric power generation; and (vi) the contracts are required to include other features stemming from the provisions of Resolution No. 21.
In accordance with Res. No.21, the former Secretariat of Electric Energy received bids for 6,611 MW and awarded an aggregate amount of 2,871 MW.
Pursuant to Res. No. 155/16 and Res. No. 216/16, the former Secretariat of Electric Energy authorized CAMMESA to subscribe the wholesale demand contracts with every winning bidder, for 1,915 MW with an average price of US$21.833/MW-month, and for 956 MW with an average price of US$19.907/MW-month, respectively. In addition, through Resolution No. 387/16, the former Secretariat of Electric Energy authorized CAMMESA to execute additional wholesale demand contracts for two generation projects (one for 100 MW and the other for 137 MW).
| 102 |
Through Res. No. 287-E/2017, the former Secretariat of Electric Energy called for a new thermal power tender for the execution of long-term power purchase agreements. The tender focuses on combined cycle conversion projects and co-generation project.
PPAs were awarded to different projects, by means of Res. No. 820/2017 and Res. No. 926/2017.
ENARSA transfers
Decree No. 882/2017 instructed the former Ministry of Energy and Mining (acting as a shareholder of IEASA, currently named ENARSA), to implement the necessary measures so that ENARSA sells, assigns or transfers its assets, rights and/or shares (as the case may be) related to Ensenada Barragan, Brigadier Lopez and Manuel Belgrano II thermal power plants and Compañía Inversora de Transmisión Eléctrica CITELEC S.A.
Pursuant to Decree No. 882/2017, the former Ministry of Energy and Mining was also instructed to implement the necessary measures and procedures to execute the sale, assignment or transfer (as the case may be) of (i) the Argentine Government’s shares in Central Puerto S.A. equity and the equity of other energy companies (Central Dique S.A., Central Térmica Güemes S.A., Centrales Térmicas Patagónicas S.A., TRANSPA and Dioxitek S.A), (ii) the rights held by the Argentine Government regarding the following power plants, companies and shares: Termoeléctrica Manuel Belgrano, Termoeléctrica José de San Martín (Central Timbúes), Termoeléctrica Vuelta de Obligado and Termoeléctrica Guillermo Brown.
The subsequent sales and transfers had to contemplate public and competitive procedures which had to protect the rights established in the companies’ bylaws and related corporate and contractual documentation.
The bidding terms and conditions of the bidding contest to transfer Ensenada Barragan and Brigadier Lopez power plants were approved by means of Res. No. 289/2018 of the former Ministry of Energy and Mining. We submitted offers for both power plants, on February 27, 2019, and we were notified that we had been awarded Brigadier Lopez Power Plant, which was effectively transferred on June 14, 2019.
The Brigadier Lopez Plant has a Siemens dual-fuel Siemens SGT5-4000 F gas turbine installed with a capacity of 281 MW.
Renewable Energy
Renewable Energy Program
In recent years, Argentina has prioritized the generation of electric power from renewable sources. In such regard, it has not only issued regulations intended to regulate and incorporate this type of energy into the WEM, but it has also promoted it by granting incentives in the form of tax benefits and preferential or subsidized tariffs.
To promote renewable energy, Law No. 26,190 was enacted in December 2006 and approved the National Promotional Regime for the Use of Sources of Renewable Energy destined to Power Generation (the “Promotional Regime”). The renewable energy sources provided for in this system include wind, solar, geothermal, tidal, hydraulic (hydroelectric power plants up to 30 MW), biomass, landfill gas, sewage-treatment plant gas and biogas (except for the uses provided for in Law No. 26,093 on biofuels). The purpose of Law No. 26,190 is to increase the proportion of energy provided by renewable energy sources to 8% of the national electric power consumption within ten years from its effective date. Law No. 26,190 also established a system of investments for the construction of new works intended to generate electric power from renewable energy sources, which will remain in force for a term of ten years. The system set forth by Law No. 26,190 has been excluded from the general remuneration scheme regulated by Res. No. 95/13 as amended (as described below).
| 103 |
The beneficiaries of this system are individuals and legal entities that hold investments and concessions for new renewable energy generation works in Argentina that have been approved by the enforcement authority. The energy must be intended for the WEM and the project must be related to the rendering of public services.
On September 23, 2015, Law No. 26,190 was amended by Law No. 27,191. The amendments seek to establish a legal framework to increase investments in renewable energies and foster the diversification of the electric power generation mix, increasing the participation of renewable sources. More recently, pursuant to Resolution No. 27/2025, the Ministry of Defense established the Unit for the Cooperation of Renewable Energies (Unidad de Cooperación para la Producción de Energías Renovables or “UCOPER”, for its acronym in Spanish), which is tasked with coordinating, designing, planning, and executing renewable energy policies and projects. Its responsibilities encompass the assessment of resources, the implementation of logistical and information systems, the preparation of semi-annual reports, the development of guidelines and terms of reference, and the facilitation of cooperation agreements and technical assistance with public and private entities.
Tax Benefits Under Law No. 26,190
The former regime includes the following tax benefits:
| 1. | Early refund of the VAT on the project’s new depreciable assets or infrastructure works: the VAT as invoiced to the beneficiaries on the purchase, production, manufacture or final import of capital goods or the execution of infrastructure works shall be credited against other taxes by the ARCA as soon as at least three fiscal periods have elapsed, as counted from the fiscal period in which the investments were made, or it shall be recoverable in the term provided upon approving the project, under conditions and with the guarantees set forth in that respect. | |
| 2. | Accelerated asset depreciation for purposes of income tax: the beneficiaries may apply depreciations on the investments associated with the projects subsequent to their approval and under the terms set forth therein. These depreciations are subject to a differential treatment depending on their timing, within the first, second or third twelve-month period after project approval. This alternative is subject to the condition that the assets are to remain as property of the project holder for at least three years. | |
| 3. | Non-calculation of the minimum presumed income tax provided by Law No. 25,063 on the assets allocated to the projects initiated under the system created by the renewable energy law: this benefit applies to the three fiscal periods preceding the completion of the relevant project. The assets must be connected to the relevant project and must be acquired by the company after the approval of the project. Pursuant to Law No. 27,260, passed by the Argentine Congress on June 29, 2016, the minimum presumed income tax was eliminated for tax periods beginning as of January 1, 2019. However, this benefit might apply to any tax that would eventually complement or replace the minimum presumed income tax (or in case of restoration of such tax). |
Tax benefits under Law No. 27,191
Law No. 26,190, as amended by Law No. 27,191, together with Decree No. 531/2016 and the regulations of the former Ministry of Mining and Energy, set forth the National Promotional Regime for the Use of Renewable Sources of Energy (the “Promotional Regime”). The Promotional Regime includes the following tax benefits:
| 1. | Early refund of VAT and accelerated depreciation of assets for income tax purposes, with beneficiaries being able to apply for both benefits simultaneously, subject to reduced benefits based on the actual commencement date of the project’s execution. | |
| 104 |
| 2. | Extension to ten years of the tax loss carry forward term for income tax purposes. Tax loss carry forwards arising from the promoted activity may only be set off against net income arising from the same activity. | |
| 3. | Exclusion of assets connected to the activity subject to the Promotional Regime from the taxable base related to the minimum presumed income tax until the eighth fiscal year following the project’s commencement (inclusive of the first year). Excluded assets are those connected to the project subject to the Promotional Regime and included in the owner’s net worth after the approval of such project. Pursuant to Law No. 27,260, the minimum presumed income tax was repealed effective as of the fiscal periods beginning on or after January 1, 2019. However, this benefit might apply to any tax that would eventually complement or replace the minimum presumed income tax (or in case of restoration of such tax). | |
| 4. | A 10% exemption on the tax on dividends or earnings distributed by the companies that own the projects subject to the Promotional Regime, so long as these funds are reinvested in new infrastructure projects within Argentina. This tax was eliminated under the terms of Law No. 27,260. The exemption does not apply to the tax applicable to the net gain derived from dividends and profits distributed by Argentine entities to individuals, undivided estates, and beneficiaries abroad, established by the enactment of Law No. 27,430, as amended. Therefore, dividends distributed to individuals, undivided estates and foreign beneficiaries are currently subject to a 7% withholding tax on the amount of such dividends. | |
| 5. | Tax certificate applicable to the payment of income tax, VAT, minimum presumed income tax and excise taxes for an amount equal to 20% of the value of components of electromechanical facilities made in Argentina, provided that at least 60% of the components (excluding civil works) are made in Argentina. Where there is insufficient or a lack of production of such electromechanical facilities in Argentina, the minimum percentage of national components required is reduced to 30%. The assignment of the tax certificate is conditioned upon the fact that the taxpayer cannot have liquidated debts due and payable to the ARCA. The tax credit certificate may be transferred to third parties only once. | |
| 6. | Other benefits, including the possibility of shifting increased costs arising from higher fiscal pressure derived from tax increases or the revocation of applicable exemptions on the price of the renewable energy sold after the execution of said contracts. In the contracts executed by CAMMESA, the generator has the right to request recognition of a new price for the energy supplied when there are increases either in national, federal, provincial or municipal taxes, contributions or charges. For such purposes, CAMMESA must be provided with the information and documentation necessary to assess the adjustment of the value of the energy supplied. Decree No. 531/2016 details the definition and scope of the above-mentioned fiscal increases. The request for recognition of the new price due to fiscal increases, together with proof of the information and documentation, is subject to an automatic expiration period. | |
| 8. | Exemption from special taxes, fees and royalties of any jurisdiction imposed on the access to and use of renewable sources of energy within participating jurisdictions until December 31, 2025, excluding potential fees payable on the use of the state-owned land where the projects are based. |
Those interested in joining the Renewable Energy Promotion Regime must renounce the benefits provided for in previous regimes under Laws No. 25,019 and 26,360, while projects that have benefited from such regimes can only access the Renewable Energy Promotion Regime if the works agreed upon under the relevant contracts have not commenced as of the date of submission of the application.
The Renewable Energy Term Market in Argentina - Resolution No. 281-E/17
On August 22, 2017, the former Ministry of Energy and Mining published Resolution No. 281-E/17 (“Resolution No. 281”) for the Renewable Energy Term Market (private PPAs between generators and Large Users, self-generation, co-generation, traders and distributors). Resolution No. 281 was later modified by means of Resolutions SE No. 230/2019, No. 551/2021 and No. 14/2022, Resolution No. 370/2022 of the Ministry of Economy and Resolution SE 360/2023.
| 105 |
Resolution No. 281 seeks to promote and encourage a dynamic participation in the term market and to foster the increase of private agreements between the WEM’s agents and participants. Its aim is to provide a feasible alternative for the purchase of energy to tenders by CAMMESA.
Resolution No. 281 makes it possible for Large Users to comply with their renewable energy consumption quotas through either (i) the joint purchase system (i.e., through CAMMESA), (ii) the execution of a private PPA or (iii) the development of a self-generation project or a co-generation project.
As a general principle, PPAs executed in the term market (outside the joint purchase system) may be freely negotiated between the parties with respect to term, priorities, prices and other contractual conditions.
Section 7 of Resolution No. 281 provides that, in the case of curtailment, the following power generation plants will have (i) equal dispatch priority between them and (ii) first dispatch priority over renewable generation projects operating in the term market without an assigned dispatch priority.
RenovAR (Round 1, Round 1.5 and Round 2): Bidding Process for Renewable Energy Generation Projects
Resolution No. 136-E/16, issued by the former Ministry of Energy and Mining and published in the Official Gazette on July 26, 2016, launched the public auction process for submitting bids for Round 1 of the RenovAR Program. Resolution No. 136-E/16 also approved both the bidding terms and conditions of the above-mentioned auction and the PPAs with CAMMESA.
Pursuant to Resolution No. 213/16 of the former Minister of Energy and Mining, the results of the tender were published on October 7, 2016. A total of 29 projects with a total installed capacity of 1,141.51 MW, located in nine different provinces were awarded:
| · | 12 wind projects for a total installed capacity of 707 MW, with a weighted average price of US$59.39/MWh, a minimum price of US$49.10/MWh and a maximum price of US$67.20/MWh; | |
| · | four solar projects for total installed capacity of approximately 400 MW, with a weighted average price of US$59.75/MWh, a minimum price of US$59.00/MWh and a maximum price of US$60.00/MWh; | |
| · | five small hydro projects for total installed capacity of 11.37 MW, all at a price of US$105/MWh; | |
| · | six biogas projects with a total installed capacity of approximately 8.64 MW, with a weighted average price of US$154 /MWh, a minimum price of US$118/MWh and a maximum price of US$160/MWh; and | |
| · | two biomass projects, for a total installed capacity of 14.5 MW, both at a price of US$110/MWh. |
Round 1.5 of the RenovAr Program: Public Bid Process for New Renewable Energy Generation Units
In October 2016, the former Ministry of Energy and Mining also issued Resolution No. 252-E/16, calling for national and international bids under round 1.5 of the RenovAr Program to auction an additional 600 MW of renewable energy (400 MW of wind and 200 MW of solar). On November 11, 2016, CAMMESA began analyzing the technical aspects of the bids that were filed, which included 47 projects totaling 2,486.4 MW.
Pursuant to Resolution No. 281-E/16 of the Minister of Energy and Mining, the results of the tender were published on November 25, 2016. A total of 30 projects with a total installed capacity of 1,281.53 MW, located in 12 different provinces were awarded:
| 106 |
| · | ten wind projects for a total installed capacity of 765.35 MW, with a weighted average price of US$53.34/MWh, a minimum price of US$46/MWh and a maximum price of US$59.38/MWh; and | |
| · | 20 solar projects for total installed capacity of approximately 516.18 MW, with a weighted average price of US$54.94/MWh, a minimum price of US$48.00/MWh and a maximum price of US$59.20/MWh. |
Round 2 of the RenovAr Program: Public Bid Process for New Renewable Energy Generation Units
Following Rounds 1 and 1.5 of the RenovAR Program, the former Ministry of Energy and Mining pursuant to Resolution No. 275/17, launched Round 2 of the program on August 17, 2017 and granted awards in the amount of 2,043 MW of renewable power capacity.
We submitted bids for Round 2 of the RenovAR Program on October 19, 2017, and, on November 29, 2017, we were awarded a wind energy project called, “La Genoveva I,” which allowed us to add an additional capacity of 86.6 MW to our portfolio.
Round 2.5 of the RenovAr Program: Public Bid Process for New Renewable Energy Generation Units
After Round 2.0, the former Ministry of Energy and Mining issued Resolution No. 473-E/2017 of November 30, 2017, which launched Round 2.5. The companies invited to participate in this new round were those companies that filed bids in Round 2.0 and were unsuccessful due to a small margin.
As a result of Round 2.5 by means of Resolution No. 488-E/2017 of the former Ministry of Energy and Mining, issued on December 19, 2017, 22 additional projects (totaling 634.3 MW of projected power) were awarded.
Round 3.0 of the RenovAr Program: Public Bid Process for New Renewable Energy Generation Units
Through Resolution No. 100/2018, dated November 14, 2018, the former Secretariat of Energy launched Round 3.0 of the RenovAr program and issued the bidding terms and conditions ruling such bidding contest.
In this new round, participants can submit bids with respect to electricity projects of no more than 10 MW of capacity each, regardless of the applicable technology (wind, solar, etc.). The total capacity to be awarded in this round is 400 MW of renewable energy.
On August 2, 2019, pursuant to Disposition SSERyEE 91/2019 the awarding of the PPAs was decided for a total of 259 MW.
Pursuant to the RenovAr regulatory framework, we were awarded 3 wind projects: La Castellana I in Round 1, Achiras in Round 1.5, and La Genoveva I in Round 2.0. The wind farm La Castellana I reached its COD in August 2018, while Achiras and La Genoveva I did so in September 2018 and November 2020, respectively. In 2023 and 2024 we acquired the Guañizuil and Cafayate solar farms, which had existing RenovAr programs (through June 2041 and June 2039, respectively).
The following table shows the main characteristics of each of the wind farms:
| 107 |
|
La Castellana I |
Achiras |
La Genoveva I |
|||||
| Location | Province of Buenos Aires | Province of Córdoba | Province of Buenos Aires | ||||
| Status | In operation | In operation | In operation | ||||
| Commercial operation date / Expected commercial operation date | August 18, 2018 | September 20, 2018 | November 21, 2020 | ||||
| Awarded power capacity in the bidding process(1) | 99 MW | 48 MW | 86.60 MW | ||||
| Current/Expected power capacity(1) | 100.80 MW | 48 MW | 88.2 MW | ||||
| Regulatory Framework | RenovAr 1.0 | RenovAr 1.5 | RenovAr 2.0 | ||||
| Awarded price per MWh | US$61.50 | US$59.38 | US$40.90 | ||||
| Contract length | 20 years, starting from commercial operation | 20 years, starting from commercial operation | 20 years, starting from commercial operation | ||||
| Power purchase agreement signing date | January 2017 | May 2017 | July 2018 | ||||
| Number of units | 32 wind turbines | 15 wind turbines | 21 wind turbines | ||||
| Wind turbine provider | Acciona Wndpower—Nordex | Acciona Wndpower—Nordex | Vestas |
| __________________ |
| Notes:- |
| (1) | The companies that were awarded with project during the bidding process were authorized pursuant to the conditions of such bidding process to introduce minor changes in the power capacity of the project. |
Tariffs and Remuneration Scheme
The tariffs charged by electric power transmission companies include: (i) a connection charge, (ii) a transmission capacity charge and (iii) a charge for actually transmitted energy. In addition, transmission companies may receive income derived from the expansion of the system. Transmission tariffs are passed on to final users through the distributors.
The amounts that distribution companies charge to end-users include: (i) the price for the purchase of energy in the WEM (the seasonal price as described above), (ii) transmission costs, (iii) the value-added for distribution (“VAD”), which compensates the distributor, and (iv) taxes. The VAD is the marginal cost of providing services, including the network development and investment costs, operation maintenance and commercialization costs, as well as depreciation and a reasonable return on the invested capital. The tariffs determined as set forth above must enable an efficient distributor to cover its operating costs, finance the renovation and improvement of its facilities, satisfy increasing demand, comply with established quality standards and obtain a reasonable return, while also enabling such distributor to comply with certain operating efficiency standards and operate in a manner consistent with the amounts it has invested and the national and international risks inherent in its operations.
The Current Remuneration Scheme for generators (Spot Sales)
The remuneration scheme for generators engaged in spot sales was initially established through Res. No. 31/20 dated February 27, 2020. This resolution introduced a remuneration framework denominated in Argentine pesos applicable to Authorized Generators operating within the Wholesale Electricity Market. The scheme has been amended by multiple subsequent resolutions to adjust remuneration values in response to market conditions.
During 2025, the remuneration scheme was emended by Res. No. 27/25, Res. No. 113/25, Res. No. 143/25, Res. No. 177/2025, Res. No. 227/2025, Res. No. 280/2025, Res. No. 331/2025, Res. No. 356/2025, Res. No. 381/2025, Res. No. 483/2025, and Res. No. 602/2025. Each resolution provided incremental updates to remuneration values for power and energy generation not bound by electricity supply contracts, reflecting continuous adaptations by the SE's agenda to balance fiscal and operational requirements in the electricity sector.
| 108 |
In addition, Res. No. 59/2023, issued in February 2023, introduced a specialized price scheme for thermal power plants categorized as "Combined Cycles." Under this resolution, generating agents not bound by electricity supply contracts were encouraged to enter into a "Power Availability and Efficiency Improvement Agreement" with CAMMESA to facilitate the investments necessary for machinery maintenance. Generating agents were required to submit applications to CAMMESA within 90 days following the resolution's publication.
Following the emergency declared by Decree No. 55/2023, as amended, further adjustments culminated in Res. No. 602/2025 in December 2025. This resolution replaced Annexes I through V of Res. No. 483/2025 and established remuneration values applicable to various types of generation, including thermal, hydroelectric and renewable sources. The resolution also set forth criteria for financing repayments concerning significant maintenance activities.
In addition, Res. No. 294/2024 established a “Contingency and Forecast Plan for the Critical Months of the 2024/2026 Period”, which sets forth measures addressing power generation, transmission, and distribution. With respect to generation, an additional, complementary and exceptional remuneration was introduced subject to an availability commitment involving generation units not included in contracts within the WEM, or which had not adhered to Res. No. 59/2023. This resolution is in force until March 2027. Under this regulation, generators commit to power availability for each unit during designated critical hours on business days in the summer months (December through March) and winter months (June through August). CEPU adhered to Resolution 294 with the steam turbine (TV) units located in Buenos Aires and Luján de Cuyo, and the gas turbine (TG) units located in Luján de Cuyo and at the Brigadier López thermal power plant.
New remuneration scheme - Res. No. 400
Until February 2025, the term market consisted of the MATER, the Energía Plus service and remaining Base Demand contracts.
In February 2025, the SE initiated a normalization process of the WEM through Res. No. 21/2025 and Res. No. 400/2025. Res. No. 21/2025 restored free contracting in the term market for new generation capacity installed after January 1, 2025, removing prior regulatory restrictions and establishing the phase-out of the Energía Plus scheme by February 2026. Res. No. 400/2025 further advanced this process by introducing new rules aimed at gradually shifting price formation toward market-based mechanisms.
Under this framework, the term market is playing an increasingly relevant role as a contractual hedging mechanism for distributors and large users. In particular, thermal generators were authorized to commercialize a portion of their output under bilateral contracts. As a result, CEPU is allowed to sell up to 20% of the energy generated by its thermal units in the term market to large users, as well as the entirety of its generation allocated to uncovered seasonal demand, increasing its commercial flexibility.
In addition, in 2025, CEPU was awarded the acquisition of the Piedra del Águila hydroelectric power plant, one of the main hydroelectric assets in Argentina. Under the new regulatory framework, as of January 2026, this facility is authorized to commercialize up to 5% of its energy and capacity in the term market to large users and distributors, further supporting the CEPU’s commercial strategy through bilateral contracting.
Overall, these regulatory changes reinforce the growing role of the term market within the Argentine electricity sector, increasing the relevance of competitive contracting mechanisms and providing generators with greater flexibility to actively manage their energy portfolios.
In November and December 2025 CEPU initiated sales from previously referred as spot assets (Central Puerto complex and Central Costanera complex) adding contracted energy and capacity to its portfolio. CEPU’s client portfolio includes a diversified base of industrial and commercial off-takers. Representative clients include Cargill, Bunge, Viterra, Renova, Molino Cañuelas, Holcim, Salta Refrescos, Papel Prensa, Laboratorio Andrómaco, Gador, Petfoods Saladillo, Cafés La Virginia. CEPU also supplies energy to a broad range of mid-sized industrial clients across sectors such as agribusiness, food processing, construction materials, chemicals and logistics.
| 109 |
In addition, CEPU provides energy and capacity to electricity distribution companies, including EDEA, EDELAP, EDEN, EDES, EDESA and EDESE. CEPU continues to actively pursue the expansion of its client base and the execution of additional agreements with generators, with the objective of further strengthening its position in the market.
Under the new remuneration scheme, generating units receive power compensation during Power Remuneration Hours (HRPs) based on each unit’s availability. The price per hour of Power Made Available (“PPAD”) is 12 US$/MW-month, adjusted by a KP factor of 1.5 during summer and winter and 1.0 for the remainder of the year. For units operating exclusively with natural gas, the KP factor is set at 1.1 during peaks periods and 0.9 during off-peak periods. Additionally, units receive US$1,000 per MW-month as a Base Reliability Reserve Service.
Combined cycles may access this remuneration scheme to the extent they previously request a waiver to the agreement under Res. No. 59/2023. Central Puerto requested such waiver to CAMMESA on October 31, 2025.
Energy remuneration pursuant to Res. No. 400/2025 partially captures the marginal rent over the variable production cost, calculated as follows:
RMA = (CMgh × FP – CVP) × FRA
RMA (Adapted Marginal Rent): Subject to minimum values of US$2/MWh for units with a Variable Production Cost (CVP) below US$60/MWh, and US$7/MWh for units with a CVP equal to or exceeding US$60/MWh.
CMgh: Hourly System Marginal Cost
FP: Loss Factor
CVP: Variable Production Cost declared by the generating unit
FRA (Adapted Rent Factor): A parameter that limits the rent captured for thermal generation and for existing units with self-managed fuel supply. The FRA is set at 15% for 2025-2026, 25% for 2027, and 35% from 2028 onwards. For generators consuming volumes under the “NG Agreement” (volumes committed by CAMMESA under the Gas Plan), the FRA must be multiplied by an additional “FRC” factor, which is set at 0.8 for the first two years and 0.5 from 2028 onwards.
Puerto Energia S.A.U (Resolution 269/2024)
In 2024, through Res. No. 269/2024, Puerto Energía S.A.U. was authorized to participate in the Wholesale Electricity Market (MEM). Sales started with the November transaction, reaching approximately 5.72 GWh of energy, with 13 contracted supply points.
During the year, Puerto Energía S.A.U. signed four agreements with major generators in the Wholesale Electricity Market, including YPF Energía Eléctrica, Pampa Energía, CAPEX, and Parque Solar Villa María de Río Seco, from NEUSS FUND Group. Additionally, the company signed Energía Plus agreements totaling 3.18 GWh and MATER agreements for 2.54 GWh.
In 2024, through Resolution ENARGAS 107/2024 dated March 22, 2024, Puerto Energía S.A.U. was authorized to participate as a natural gas marketing company in Argentina. The current market includes more than 90 marketing companies in a very competitive market. By the end of the year, the company’s accounts included a firm contract volume of 200 dam3 per day with industries and others marketing companies. In addition, small volumes of purchase and sale transactions have been carried out on the daily spot market.
| 110 |
Its main clients are Rontaltex S.A and Ferroglobe Argentina SRL. (both industrial clients), as well as other natural gas marketing company.
Evolution of Supply and Demand in the Argentine Energy Sector Structure
Structural Characteristics of the Energy Sector
The evolution of demand and energy consumption in Argentina is correlated with the evolution of the GDP, which implies that the higher the economic growth, the higher the energy demand. For example, the historical compound annual growth rate (CAGR) of energy consumption was of 2.77% annually over the past 30 years, with an annual average of 2.35% since 2004, although between 2004 and 2024 the economic growth rose to an average of 2.18%annually (including exports and losses).
The growth of energy consumption during the last decade is similar to the historical average, since it was not driven by a large increase in consumption of the industrial sector, but predominantly by that of the residential and commercial sectors, as noted in the consumption parameters of gas, gasoline and especially electric power.
The elasticity of energy consumption in relation to the GDP during the last two decades is lower than in earlier decades, so restrictions on energy demand or the need for energy imports, if domestic supply is insufficient, could increase if the industrial sector expands in the future.
The restrictions on the supply of certain energy products such as natural gas in the last cycle of high economic growth and the relatively moderate growth in energy demand in broad terms, are based primarily on problems related to the supply of these energy products and also on a significant growth of the demand of the residential and commercial segments in a context of weak industrial activity with few new expansions of greater productive capacity for large energy consumers.
The structure of electric energy consumption in Argentina is strongly dependent on hydrocarbons.
| Year |
Hydrocarbons Consumption (%) |
||
| 2019 | 61.06 | % | |
| 2020 | 61.36 | % | |
| 2021 | 63.52 | % | |
| 2022 | 58.92 | % | |
| 2023 | 51.64 | % | |
| 2024 | 53.01 | % | |
| 2025 | 52.68 | % |
Source: CAMMESA annual report.
The chart below shows the primary energy sources in Argentina during 2025:
| 111 |
| __________________ |
Source: Secretariat of Energy.
Structure of the Electric Power Supply in Argentina
The nominal installed capacity in Argentina was reported by CAMMESA to be 44,177 MW as of December 31, 2025. Availability estimated by CAMMESA for thermal units was approximately 72.48% on average for 2025 due to the lack of proper fuel supply, difficulties in achieving nominal efficiency and unavailability of several generating units under maintenance.
Over recent decades, the Argentine Government (spanning administrations with different ideological orientation) has favored the deployment of thermoelectric generating units. One reason for this is that these units require smaller capital investments and take less time to deploy compared to other types of generating units. The increased dependency on hydrocarbons for these new power plants was not considered a disadvantage since the required fuels have always been produced in Argentina and the production has always been predictable and growing. However, the constant deployment of thermoelectric generation has increased the demand for fossil fuels, particularly those based on natural gas, and has led to shortages and the imposition of certain restrictions on the provision to thermal generators of locally produced fuels.
During the 1990s, private sector investors also concentrated their investments in thermoelectric generation, almost without exception. The economic crisis of 2002 accelerated even more the tendency to invest in thermoelectric plants, given their lower cost of startup. After the crisis of 2002, investments in the electrical sector continued mainly with state intervention, expanding the installed capacity based on thermoelectric generation but without meeting the increasing demand. The financial constraints of the Argentine Government in the last decades, the high amount of capital needed and the long periods necessary to develop the projects have negatively impacted on the decision of the Argentine Government to invest and deploy hydroelectric and nuclear power plants. In addition, the recurrent fiscal crises of the recent past have forced the Argentine Government to delay or cancel major projects that would have increased and diversified Argentina’s generation capacity.
Nominal Power Generation Capacity
There are three main centers of electric power supply in Argentina:
| · | Buenos Aires-Greater Buenos Aires-Coastline | |
| · | Comahue | |
| · | Northeast Argentina |
The following chart shows the development of electric power generation by type of source in Argentina:
| 112 |
Source: CAMMESA
The following chart shows the installed capacity for electric power generation by type of source in Argentina:
| __________________ |
Source: CAMMESA.
Renewable Energy Generation in Argentina
Certain regions of Argentina benefit from levels of wind or sunlight that provide a strong potential for renewable energy generation. The maps below show the mean wind speed at 80 meters of elevation and the average global horizontal irradiance in Argentina, respectively.
| 113 |
Average Wind Speeds
| __________________ |
Source: Vaisala - 3Tier.
Average Global Horizontal Solar Irradiance (GHI)
| __________________ |
Source: Vaisala - 3Tier.
The Structure of Electric Power Demand in Argentina
Electric power demand depends to a significant extent on economic and political conditions prevailing from time to time in Argentina, as well as seasonal factors. In general, the demand for electric power varies depending on the performance of the Argentine economy, as businesses and individuals generally consume more energy and are better able to pay their bills during periods of economic stability or growth.
As a result, electric power demand is affected by Argentine Governmental actions concerning the economy, including with respect to inflation, interest rates, price controls, foreign exchange controls, taxes and energy tariffs.
The following chart shows the demand for electric power in 2025 by customer type:
| 114 |
| _________________ |
Source: CAMMESA.
The following chart shows the evolution of the demand for electric power in Argentina from 2006 through 2025:
| __________________ |
Source: CAMMESA.
The following chart shows the power demand in Argentina from November 2006 through November 2025:
| __________________ |
Source: CAMMESA.
Power demand drivers in Argentina
Electric power demand in Argentina exhibits a strong correlation with GDP, although this relationship is asymmetric: during significant GDP contractions, electricity demand tends to decline by a proportionally smaller amount. Conversely, in periods of low economic growth, electricity demand has historically grown at rates exceeding GDP growth, as illustrated below. In 2025, total electricity demand increased by approximately 1.0% to 141,249 GWh according to CAMMESA, while GDP expanded by approximately 4.5%.
| 115 |
Beyond the GDP relationship, electricity demand in Argentina is significantly influenced by two structural drivers. First, temperature sensitivity: the peak power demand record of 30,257 MW was set on February 10, 2025, driven in part by temperatures reaching 37.9°C in Greater Buenos Aires. Milder temperatures in November 2025-averaging 20.6°C compared to 22.4°C in November 2024-contributed to a 3.2% year-over-year decline in demand for that month.
The residential segment is the most temperature-sensitive segment, accounting for the largest swings in monthly consumption. Second, electrification and technological progress: the residential sector has been the primary driver of structural demand growth, propelled by the increasing electrification of household services. Renewable energy capacity expanded by over 1,000 MW in 2025, with wind capacity reaching 4,496 MW and solar PV capacity reaching 2,464 MW, reflecting the ongoing transformation of the generation mix. According to CAMMESA’s analysis, the coefficient of determination (R²) between electricity demand and the industrial production index was 0.91, indicating a strong correlation between grid activity and broader economic and industrial output.
| __________________ |
Source: CAMMESA, INDEC.
CAMMESA divides Argentina into regions that have similar characteristics in terms of demand, socio-economic characteristics and electric subsystems. Such regions are: (i) the City of Buenos Aires and its suburbs, (ii) the Province of Buenos Aires, (iii) Santa Fe and Northwest Buenos Aires, (iv) the Center, (v) the Northwest, (vi) Cuyo, (vii) the Northeast, (viii) Comahue and (ix) Patagonia.
Demand is significantly concentrated in the areas of the City of Buenos Aires, the Province of Buenos Aires, Santa Fe and Northwest Buenos Aires, which comprises approximately 60.88% of the demand. Changes to the concentration of the demand structure are not substantial over the period of measurement. The chart below shows electricity demand by region for 2025.
| 116 |
| __________________ |
Source: CAMMESA.
Seasonality also has a significant impact on the demand for electric power, with electric power consumption peaks in summer and winter. The impact of seasonal changes in demand is registered primarily among residential and small commercial customers. The seasonal changes in demand are attributable to the impact of various climatological factors, including weather and the amount of daylight time, on the usage of lights, heating systems and air conditioners.
The impact of seasonality on industrial demand for electric power is less pronounced than on the residential and commercial sectors for several reasons. First, different types of industrial activity by their nature have different seasonal peaks, such that the effect of climate factors on them is more varied. Second, industrial activity levels tend to be more significantly affected by the economy, and with different intensity levels depending on the industrial sector.
In 2025, residential demand increased by 1.22%, while small commercial demand increased by 0.19% compared to the previous year. 2025 was characterized by an increase in the electricity rate for end users together with a reduction in subsidies for residential demand.
| Power and energy consumption records | |||||||||
| New records | Previous records | Variation | Variation | ||||||
| Peak of electric power capacity (MW) | (%) | (MW) | |||||||
| Working day | Feb 10, 2025 | 30,257 | Feb 1, 2024 | 29,653 | 2.04% | 604 | |||
| Saturday | Mar 11, 2023 | 27,203 | Jan 15, 2022 | 26,719 | 1.81% | 484 | |||
| Sunday | Feb 12, 2023 | 25,739 | Dec 11, 2021 | 23,724 | 8.49% | 2,015 | |||
| 117 |
| Variation | Variation | ||||||||
| Energy (GWh | (%) | (GWh) | |||||||
| Working day | Feb 1, 2024 | 597.7 | Mar 13, 2023 | 590.7 | 1.19% | 7.00 | |||
| Saturday | Mar 11, 2023 | 599.8 | Jan 15, 2022 | 559.0 | 7.30% | 40.80 | |||
| Sunday | Feb 12, 2023 | 543.6 | Jan 16, 2022 | 478.9 | 13.51% | 64.70 | |||
| __________________ |
Source: CAMMESA.
As with natural gas, the strong seasonality of electric power demand in Argentina—both in terms of energy and capacity—drives investment requirements, as infrastructure is designed to meet maximum peak winter demand. This results in significant surplus capacity at other times of the year, leading to lower costs and increased competition during those periods. Maximum electric power demand occurs during afternoon or evening hours in summer. In winter, peak demand is typically in the evening, driven by the widespread use of electric heaters, which consumers prefer due to their lower cost and simplicity compared to natural gas heaters.
Not all the generation capacity is available at times of peak demand. Both in summer and especially in winter, there is an effective generation capacity to meet the demand. The effective capacity available (which means the capacity available) is significantly lower than the nominal installed capacity.
Energy generation may be influenced by the physical and economic capacity to provide fuel to thermoelectric generators.
Fuel availability is a factor that contributes to technical unavailability. The costs and logistics for importing and supplying fuel oil, gas oil, and coal are key to the future availability of thermal units at specific times of the year.
Thermal generation by type of fuel
In 2025, 96% of the thermal energy in Argentina was generated with natural gas. The following chart shows thermal energy generation in Argentina by type of fuel source during 2025:
| __________________ |
Source: CAMMESA, Company analysis.
| 118 |
Item 4.C Organizational structure
The following diagram illustrates our organizational structure as of the date of this annual report. Percentages indicate the ownership interest held.
| __________________ |
Source: CAMMESA and CEPU.
| Notes:- |
| (1) | See “Item 4.B. Business overview—Our Subsidiaries”. |
| (2) | See Item 4. Information of the Company—Simplification of Corporate Structure at Central Puerto S.A.” |
Item 4.D Property, plants and equipment
Property, Plant and Equipment
Most of our property, plant and equipment is intended to be used in the generation of electric power and in our forestry business, and 100.00% of them are located in Argentina.
We have no significant assets under capital lease or lease agreements.
| 119 |
The following table provides certain information regarding the operation of our power plants that we owned as of December 31, 2025:
|
Site |
Plant |
Unit |
Installed Capacity |
Type |
Fuel
Type |
||||||||
| Puerto Complex | 1,747 | MW | |||||||||||
| Puerto Nuevo plant | 589 | MW | |||||||||||
| PNUETV07 | 145 | MW | Thermal | NG / FO | |||||||||
| PNUETV08 | 194 | MW | Thermal | NG / FO | |||||||||
| PNUETV09 | 250 | MW | Thermal | NG / FO | |||||||||
| Nuevo Puerto plant | 360 | MW | |||||||||||
| NPUETV05 | 110 | MW | Thermal | NG / FO | |||||||||
| NPUETV06 | 250 | MW | Thermal | NG / FO | |||||||||
| Puerto combined cycle plant | 798 | MW | |||||||||||
| CEPUCC GE | 798 | MW | Thermal | NG / GO | |||||||||
| Costanera Complex(1) | 1,799 | MW | |||||||||||
| Central Costanera Plant | 661 | MW | |||||||||||
| COSTTV01 | 123 | MW | Thermal | NG / FO | |||||||||
| COSTTV02 | 116 | MW | Thermal | NG / FO | |||||||||
| COSTTV03 | 112 | MW | Thermal | NG / FO | |||||||||
| COSTTV07 | 310 | MW | Thermal | NG / FO | |||||||||
| Central Costanera combined cycle plant | 851 | MW | |||||||||||
| COSTCC08 | 264 | MW | Thermal | NG / FO | |||||||||
| COSTCC09 | 264 | MW | Thermal | NG / FO | |||||||||
| COSTTV10 | 323 | MW | Thermal | NG / FO | |||||||||
| Buenos Aires combined cycle plant | 277 | MW | |||||||||||
| BSASTG01 | 190 | MW | Thermal | NG/FO | |||||||||
| BSASTV01 | 87 | MW | Thermal | NG/FO | |||||||||
| Piedra del Águila | 1,440 | MW | |||||||||||
| Piedra del Águila plant | 1,440 | MW | |||||||||||
| PAGUHI | 1,440 | MW | Hydroelectric | ||||||||||
| Luján de Cuyo | MW | ||||||||||||
| Luján de Cuyo plant | 576 | MW | |||||||||||
| LDCUCC25 | 290 | MW | Thermal | NG | |||||||||
| LDCUTG23 | 23 | MW | Thermal | NG / GO | |||||||||
| LDCUTG24 | 23 | MW | Thermal | NG /GO | |||||||||
| LDCUTV11 | 60 | MW | Thermal | NG / FO | |||||||||
| LDCUTV12 | 60 | MW | Thermal | NG / FO | |||||||||
| LDCUTG22 | 24 | MW | Thermal | NG / GO | |||||||||
| LDCUTG26 | 47 | MW | Thermal | NG / GO | |||||||||
| LDCUTG27 | 48 | MW | Thermal | NG | |||||||||
| LDCUHI | 1 | MW | Hydroelectric | ||||||||||
| Brigadier Lopez | Brigadier Lopez plant | BLOPTG01 | 421 | MW | Thermal | NG / GO | |||||||
| 120 |
|
Site |
Plant |
Unit |
Installed Capacity |
Type |
Fuel
Type |
||||||||
| San Lorenzo | San Lorenzo plant | TER6CC11 | 391 | MW | Thermal | NG / GO | |||||||
| La Genoveva | 130 | MW | |||||||||||
| La Genoveva I wind farm | GNVEO | 88 | MW | Wind | |||||||||
| La Genoveva II wind farm | GNV2EO | 42 | MW | Wind | |||||||||
| La Castellana (2) | 116 | MW | Wind | ||||||||||
| La Castellana I wind farm | LCASEO | 101 | MW | Wind | |||||||||
| La Castellana II wind farm | LCA2EO | 15 | MW | Wind | |||||||||
| Achiras | Achiras wind farm | ACHIEO | 48 | MW | Wind | ||||||||
| Manque | Manque wind farm | MANQEO | 57 | MW | Wind | ||||||||
| Los Olivos | Los Olivos wind farm | OLIVEO | 23 | MW | Wind | ||||||||
| PS Guañizuil II A(3) | Guañizuil II solar farm | GZ2AFV | 100 | MW | Solar | ||||||||
| PS Cafayate | Cafayate solar farm | CAFAFV | 80 | MW | Solar | ||||||||
| PS San Carlos | San Carlos solar farm | SCARFV | 15 | MW | Solar | ||||||||
| __________________ |
| Notes:- |
Reference: NG: natural gas; FO: fuel oil; GO: gas oil
| (1) | Costanera complex is owned by Central Costanera S.A. which is 71.94% owned by Proener S.A.U., as of December 31, 2025. As of the date of this annual report, we own a 100% interest in Proener. See “Item 4.B. Business Overview—Our Subsidiaries”. |
| (2) | La Castellana I is owned by CP La Castellana S.A.U., La Castellana II , Manque, Los Olivos, La Genoveva II and the San Carlos solar farm are owned by Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) La Genoveva I is owned by Vientos La Genoveva S.A.U. Achiras wind farm is owned by CP Achiras S.A.U. As of December 31, 2025, CP La Castellana S.A.U., Puerto Energías Renovables S.A.U., Vientos La Genoveva S.A.U. and CP Achiras S.A.U. were all wholly owned subsidiaries of Central Puerto S.A. |
| (3) | PS Guañizuil II A solar farm is owned by CP Cordillera Solar S.A.U. which is a fully owned subsidiary of Central Puerto S.A. Cafayate solar farm is 99.99% owned by Central Puerto S.A. and 0.01% by Proener S.A.U. |
See “Item 4.B. Business Overview—Our Subsidiaries” and “Item 4. Information of the Company—Recent Developments—Simplification of Corporate Structure at Central Puerto S.A.”.
We believe that all of our production facilities are in good operating condition. We believe that we have satisfactory title to our plants and that our facilities are operated and maintained in accordance with standards generally accepted in the electric power and the forestry industry. As of December 31, 2025, the consolidated net book value of our property, plant and equipment was Ps. 2,345.65 billion.
The following table lists the value of our property, plant and equipment as of December 31, 2025:
|
Main Item |
As of December 31, 2025 |
||
| (in thousands of Ps.) | |||
| Lands and buildings | 456,475,337 | ||
| Electric power facilities and other equipment | 1,420,226,908 | ||
| Wind turbines | 390,698,568 | ||
| Gas turbines | 31,043,207 | ||
| Construction in progress | 22,424,067 | ||
| Other | 24,786,082 | ||
| Total | 2,345,654,169 |
| 121 |
For information on our forestry assets, see “Item 4.B. Business Overview—Forestry Assets” and Note 2 to our financial statements.
For information on our plants under construction, see “Item 5.A. Operating Results—Expansion of Our Generating Capacity”.
For information on environmental issues that may affect our utilization of assets, see “Item 3.D.—Risk Factors—Risks relating to Our Business—Climate change and energy transition could affect our business”, and “—Our ability to operate wind and solar farms profitably is highly dependent on suitable wind or sun and associated weather conditions, climate change and energy transition could affect our business”.
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. Operating and Financial Review and Prospects
Item 5.A Operating Results
This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Forward-looking Statements,” “Item 3.D Risk Factors,” and the matters set forth in this annual report generally.
This discussion should be read in conjunction with our Audited Consolidated Financial Statements which are included elsewhere in this annual report.
Financial Presentation
We maintain our financial books and records and publish our consolidated financial statements in Argentine pesos, which is our functional currency. Our Audited Consolidated Financial Statements are prepared in Argentine pesos and in accordance with the IFRS Accounting Standards as issued by the IASB. After December 31, 2025, we decided that, as a result of changes in the underlying economic conditions affecting our operations, our functional currency will change from Argentine Pesos to US Dollars. The change is expected to become effective from January 1, 2026, and will be accounted for prospectively in accordance with IAS 21 “The Effects of Changes in Foreign Exchange Rates”. Our functional currency as of December 31, 2025, remains the Argentine Peso. Accordingly, no adjustments have been made to our Audited Consolidated Financial Statements as of that date.
| 122 |
Factors Affecting Our Results of Operations
Argentine Economic Conditions
We are an Argentine sociedad anónima (corporation). Substantially all of our assets and operations and our customers are located in Argentina. Accordingly, our financial condition and results of operations depend to a significant extent on macroeconomic and political conditions prevailing from time to time in Argentina.
As Central Puerto is affected by the conditions of Argentina’s economy, which have historically been volatile, and have negatively and materially affected the financial condition and prospects of multiple industries, including the electric power sector, the following discussion may not be indicative of our future results of operations, liquidity or capital resources.
The following table sets forth information about certain economic indicators in Argentina for the periods indicated:
| 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||
| Economic activity | ||||||||||||||||||||
| Nominal GDP in current US$(1) (in millions of US$) | 494,666 | 590,630 | 388,399 | 629,461 | 506.550 | |||||||||||||||
| Real gross GDP (% change) (2) | 10.44 | % | 5.27 | % | (1.61 | %) | (1.72 | %) | 4.4 | % | ||||||||||
| Domestic investment as % of GDP | 17.29 | % | 17.57 | % | 18.57 | % | 15.84 | % | 16.4 | % | ||||||||||
| Price indexes and exchange rate information | ||||||||||||||||||||
| INDEC CPI (% change) | 50.94 | % | 94.79 | % | 211.41 | % | 117.76 | % | 31.55 | % | ||||||||||
| Wholesale price index (WPI) (% change) | 51.34 | % | 94.78 | % | 276.35 | % | 67.10 | % | 26.21 | % | ||||||||||
| Nominal exchange rate(3) (in Ps./US$ at period end) | 102.72 | 177.16 | 808.45 | 1032.00 | 1,459.42 | |||||||||||||||
| __________________ |
Sources: Ministry of Public Works of Argentina, Banco de la Nación Argentina and INDEC.
| Notes:- |
(1) Calculations based on the nominal GDP in pesos as reported by INDEC, divided by the average nominal Ps./US$ exchange rate for each period as reported by the Banco de la Nación Argentina for wire transfers (divisas).
(2) Base on GDP in pesos of 2004 (INDEC). Exchange Rate of Reference - BCRA Communication “A” 3500 (Wholesale market).
(3) Pesos to U.S. dollars exchange rate as quoted by the Banco de la Nación Argentina for wire transfers (divisas). Exchange Rate of Reference - BCRA Communication “A” 3500 (Wholesale market).
According to data published by INDEC on March 20, 2026, Argentina's GDP increased by 4.4% year-over-year in 2025, reflecting a recovery in domestic demand and investment following the contraction experienced in 2024. GDP growth in 2025 was primarily driven by private consumption (+7.9%), supported by a partial recovery in real incomes, gross fixed capital formation (+16.4%), indicating a rebound in investment levels, and exports of goods and services (+7.6%), reflecting improved external demand conditions. Public consumption rose marginally by 0.2%, consistent with a context of fiscal restraint. On the supply side, the sectors that experienced the most significant growth included financial intermediation (+24.7%), mining (+8.0%), and hotels and restaurants (+7.4%), reflecting a recovery in services and tourism-related activity. These increases were partially offset by declines in fishing (-15.2%) and private households domestic service (-1.1%). At current prices, private consumption remained the largest component of demand, accounting for approximately 70.0% of GDP, followed by gross fixed capital formation (16.0% of GDP), exports (15.6% of GDP), and public consumption (14.9% of GDP). The 2025 GDP performance reflects a moderate recovery in economic activity, driven mainly by domestic consumption and an important increase in investment; however, the structure of growth continues to be characterized by a high dependence on private consumption and a relatively low contribution from exports, which may limit external sustainability. Public sector activity remained broadly stable, consistent with ongoing fiscal adjustment efforts, while sectoral performance showed heterogeneous dynamics, with strong growth in financial services and extractive industries offset by weakness in certain traditional sectors.
| 123 |
During 2024 as compared to 2023, Argentina’s GDP decreased 1.72%, marking the second consecutive year of recession following a 1.61% contraction in 2023. The decline in GDP in 2024 was driven by contractions in private consumption (-4.24%), public consumption (-3.18%) and gross fixed capital formation (17.38%). In contrast, exports registered a 23.16% increase as compared to 2023. On the supply side, the sectors that experienced the most significant downturns included construction (-17.7%), manufacturing (-9.2%), wholesale and retail trade, and repairs (-7.3%). Conversely, agriculture, livestock, hunting, and forestry grew by 31.3%, while mining and quarrying expanded by 7.4%. At current prices, private consumption remained the largest component of demand, accounting for 68.1% of GDP, followed by gross fixed capital formation (15.8% of GDP), exports (15.3% of GDP), and public consumption (15.0% of GDP). 2024 was characterized by the significant exchange rate and fiscal adjustments implemented by the government of Javier Milei upon taking office in December 2023, leading to a sharp contraction of economic activity in the first quarter of the year and a slow recovery in subsequent quarters, facilitated by exchange rate stability and gradual inflation reduction. A 34% rebound in agricultural activity, following the 2022-23 drought, helped mitigate the decline in GDP. Throughout 2024, Argentina experienced a significant deceleration in inflation, with monthly rates markedly lower than those recorded in 2023, reaching 2.7% by year-end. This trend is expected to persist in 2025. Unlike previous years, foreign exchange market volatility remained subdued, and the spread between official and informal exchange rates remained stable. The current administration successfully implemented a fiscal adjustment program, reducing public expenditures, phasing out subsidies, and easing or eliminating price controls. These measures resulted in a fiscal surplus and substantial progress in correcting relative price distortions. However, despite this pronounced disinflationary process, annual inflation for 2024 stood at 117.76%. The economic adjustment, while effective in addressing fiscal and external imbalances, contributed to a deepening contraction in economic activity throughout 2024.
See “Item 3.D. Risk Factors—Risks relating to our business—Factors beyond our control may affect or delay the completion of the awarded projects or alter our plans for the expansion of our existing plants”.
Inflation
Argentina has faced and continues to face inflationary pressures. From 2012 to date, Argentina experienced increases in inflation as measured by CPI and WPI that reflected the continued growth in the levels of private consumption and economic activity (including exports and public and private sector investment), which applied upward pressure on the demand for goods and services.
Despite the ongoing deceleration of inflation, inflationary risks persist, which can have adverse effects on the economy. During periods of high inflation, effective wages and salaries tend to fall and consumers adjust their consumption patterns to eliminate unnecessary expenses. The increase in inflationary risk may erode macroeconomic growth and further limit the availability of financing, causing a negative impact on our operations. See “Item 3.D. Risk Factors—Risks Relating to Argentina—All our revenues are generated in Argentina and therefore we are exposed to country-specific risks and to fluctuations in macroeconomic, political, regulatory, and social conditions”.
Inflation increases also have a negative impact on our cost of sales, selling expenses and administrative expenses, in particular our payroll and social security charges. We cannot give any assurance that increased costs as a result of inflation will be offset in whole or in part with increases in prices for the energy we produce.
IAS 29 requires that financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, whether based on the historical cost method or on the current cost method, be stated in terms of the measuring unit current at the end of the reporting period. Even though the standard does not establish an absolute rate at which hyperinflation is deemed to arise, it is common practice to consider there is hyperinflation where changes in price levels are close to or exceed 100% on a cumulative basis over the last three years, along with other several macroeconomic-related qualitative factors.
Due to macroeconomic factors, the triennial inflation was above that figure in 2018 and Argentina has been considered hyperinflationary since July 1, 2018. Such conditions remained during 2024 and 2025. See “Risks Relating to Argentina—As of July 1, 2018, the Argentine Peso qualifies as a currency of a hyperinflationary economy and we are required to restate our historical financial statements to apply inflationary adjustments, which could adversely affect our results of operations and financial condition and those of our Argentine subsidiaries”.
| 124 |
Therefore, our consolidated financial statements as of and for the year ended December 31, 2025, including the figures for the previous periods (this fact not affecting the decisions taken on the financial information for such periods), and unless otherwise stated, the financial information included elsewhere in this annual report, have been restated to consider the changes in the general purchasing power of our functional currency (Argentine peso) pursuant to IAS 29 and General Resolution no. 777/2018 of the CNV.
Furthermore, as a consequence of the application of IAS 29, maintaining net monetary assets generates loss of purchasing power, while maintaining net monetary liabilities generates improvement of purchasing power, provided that such items are not subject to an adjustment mechanism that compensates to some extent such loss or improvement. This loss or income is booked in the consolidated statement of income.
Accordingly, we have recognized a gain regarding the effect of adjustment by inflation of Ps. 6.39 billion for 2025, a loss of Ps. 24.79 billion for 2024 and a loss of Ps.362.41 billion for 2023. See Note 2.1.2. to our Audited Consolidated Financial Statements.
On June 16, 2021, the Argentine Government signed Law No. 27,630 into law, which established changes in the corporate income tax rate for the fiscal periods commencing as from January 1, 2021. Such law establishes the payment of corporate income tax based on a structure of staggered rates regarding the level of accumulated taxable net income. The current progressive rates, applicable for fiscal periods commencing between January 1, 2026 and December 31, 2026, are as follows: (i) net taxable income accumulated up to Ps. 133,514,185.74 will be subject to a rate of 25%; (ii) net taxable income accumulated over Ps. 133,514,185.74 up to Ps. 1,335,141,857.38 will incur a payment of Ps. 33,378,546.43 plus 30% on the excess over Ps. 133,514,185.74; and (iii) net taxable income accumulated over Ps. 1,335,141,857.38 will be subject to a payment of Ps. 393,866,847.93 plus 35% on the excess over Ps. 1,335,141,857.38.
Foreign Currency Fluctuations
We are exposed to exchange rate risk in connection with the U.S. dollar to the Argentine peso exchange rate, as part of our capital expenditures, financial obligations and operating expenditures are denominated in U.S. dollars. See “Item 3.D. Risk Factors—Risks Relating to Argentina—Significant fluctuations in the value of the peso could adversely affect the Argentine economy and, in turn, adversely affect our results of operations” and “Item 10.D. Exchange Controls”.
Exchange rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in exchange rates. We are exposed to currency risk regarding the relationship between the Argentine peso and the US dollar, mainly due to our operating activities, the investment projects defined by us and our financial liabilities with banking entities.
The devaluation of the peso with respect to the U.S. dollar totaled 78.09% in 2023, 21.70% in 2024 and 41.35% in 2025.
As of December 31, 2025, we did not have derivatives that met the requirements established by IFRS Accounting Standards to be designated as an effective hedge for this particular risk. As of December 31, 2025, we held accounts receivable, other financial assets, and cash and short-term investments in foreign currency amounting to Ps.686,856 million, which exceeded the foreign currency liabilities existing at that date, totaling Ps.585,506 million (See Note 13.7 to our Audited Consolidated Financial Statements).
Any significant depreciation of the peso would result in an increase in the cost of servicing our debt and in the cost of imported supplies or equipment and, therefore, may have a material adverse effect on our results of operations. With respect to fuel used in connection with the energy we sell under the Spot Sales (which represented around 77.27% of our energy sales in terms of output in 2024), the exposure to changes in liquid fuel prices could now become relevant, considering that since the issuance of Resolution SE – MEC No. 21/2025, thermal generators operating in the spot market are authorized to acquire their own liquid fuel, with CAMMESA remaining as supplier of last resort. As explained in Resolution SE – MEC No. 21/2025, the Argentine Government is seeking a gradual decentralization of fuel procurement by CAMMESA, with the purpose of allowing power generators to operate with greater autonomy, reduce costs and improve the system’s efficiency. This exposure is heightened by Res. No. 400/25, which established a progressive framework for decentralizing CAMMESA’s role in the procurement of natural gas (representing more than 95% of our fuel requirements in 2025). Under this resolution, during the transition period through December 31, 2028, power generation companies, including us, are required to subscribe to a natural gas pool administered by CAMMESA to satisfy pre-existing natural gas supply contracts that expire in 2028.
| 125 |
The Argentine Government has taken measures to stabilize the foreign exchange situation, restrictions to the purchase of foreign currency, and in some cases, an additional tax. For further information, see “Item 10.D. Exchange Controls”.
Our Revenues
The following chart shows a breakdown of our revenues for the periods indicated:
|
2025 |
2024 |
2023 |
|||||||||||
|
Ps. Thousand |
% of revenue |
Ps. Thousand |
% of revenue |
Ps. Thousand |
% of revenue |
||||||||
| Revenues from Spot Sales | 548,762,404 | 50.00 | % | 469,425,989 | 48.34 | % | 445,521,508 | 49.60 | % | ||||
| Sales under contracts | 450,329,039 | 41.04 | % | 392,764,116 | 40.45 | % | 375,306,225 | 41.78 | % | ||||
| Steam sales | 51,757,640 | 4.72 | % | 51,976,328 | 5.35 | % | 42,367,772 | 4.72 | % | ||||
| Forestry Segment | 19,080,032 | 1.74 | % | 28,743,075 | 2.96 | % | 16,658,571 | 1.85 | % | ||||
| Resale of gas transport and distribution capacity | 8,876,982 | 0.81 | % | 8,006,400 | 0.82 | % | 5,322.793 | 0.59 | % | ||||
| Revenues from CVO thermal plant management | 18,616,093 | 1.70 | % | 20,137,230 | 2.07 | % | 13,087,278 | 1.46 | % | ||||
| Total revenues from ordinary activities |
1,097,422,190 |
100.00 |
% |
971,053,138 |
100.00 |
% |
898,264,147 |
100.00 |
% | ||||
In the year ended December 31, 2023, we sold 79.12% of the electric power volumes we generated and derived 49.60% of our revenues under the spot market. In the year ended December 31, 2024, we sold 77.27% of the electric power volumes we generated and derived 48.34% of our revenues under the spot market. In the year ended December 31, 2025, we sold 73.05% of the electric power volumes we generated and derived 50.00% of our revenues under the spot market. We also continue to sell a portion of electric power in the spot market under the regulatory framework established prior to the Spot Sales which is Energía Plus. For further information see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme—The Current Remuneration Scheme.
In addition, we sell generation capacity and electric power under negotiated contracts with private sector counterparties under Energía Plus and other outstanding contracts, as well as Purchase Power Agreements (PPAs) with CAMMESA (both shown under the line item “Sales under contracts”). Sales under contracts generally involve PPAs with customers and are contracted in U.S. dollars. For PPAs for thermal sources, prices in these contracts may include the price of fuel used for generation, the cost of which is assumed by the generator. For terms longer than one year, these contracts typically include electric power price updating mechanisms in the case of fuel price variations or if the generator is required to use liquid fuels in the event of a shortage of natural gas.
| 126 |
Below we summarize key aspects of our most significant sources of revenue, which include: (i) the Spot Sales, (ii) Sales under contracts (iii) steam supply contracts with YPF and Terminal 6 Industrial S.A., (iv) Resale of natural gas transportation capacity and (v) Forestry sales.
Spot Sales (also known as Energía Base)
On October 21, 2025, the SE issued a new framework to liberalize Argentina’s WEM starting from November 1, 2025. The core objective of the SE’s policy is to gradually reform the WEM through a progressive transition.
As part of this framework, a new term market (MAT) for capacity and energy was established. Generators that previously only had access to the thermal spot market are now permitted to participate in the MAT, allowing them to sell up to 20% of their output in the MAT to large users and up to 100% to distributors (DisCos).
New Pricing Mechanism:
Spot Market Remuneration System: Energy remuneration will partially capture marginal rent on top of the variable cost of producing energy, according to the following formula:
RMA = (CMgh × FP – CVP) × FRA
RMA: Adapted marginal rent
CMgh: Hourly system marginal cost
FP: Loss factor
CVP: Variable production cost declared by the unit
FRA (Factor de Renta Adaptado or Adjusted Revenue Factor): Parameter that bounds the captured rent for thermal generation.
New generation = 1 (capturing 100% of the rent) Legacy assets with self-fuel management: 15% (2025–2026), 25% (2027), 35% (2028 and thereafter). If the generator subscribes to the NG Agreement (using CAMMESA’s Plan Gas volumes), the FRA will be affected by the FRC factor: 0.8 for the first two years and 0.5 from 2028 onward.
Capacity payment in the spot market:
A PPAD payment of US$12/MW-month is established for available capacity, remunerating 90 hours per week and weighted by a fuel-based factor: Single-fuel natural gas (NG): 1.1 (summer/winter), 0.9 (rest of the year) Alternative fuels (Fuel Oil, Gasoil): 1.5 (summer/winter), 1.0 (rest of the year). Thermal power plants without their own fuel management or supplied by CAMMESA will be remunerated at: 100% of capacity when dispatched and 80% when not dispatched, until December 2026; 40% during 2027; and 0% from 2028 onward.
Reliability Reserve:
An additional US$1,000/MW-month is recognized as a reliability reserve, regardless of the fuel or management approach, and US$9,000/MW-month for new assets (10-year PPA term).
All components are US$-denominated.
| 127 |
Additionally, Res. No. 400 establishes the Capacity Term Market, allowing demand to access physical backup in case of supply restrictions. Thermal generators participating in this scheme must have their own fuel management. As a requirement to access the remuneration scheme under Res. 400, combined-cycle units previously subscribed to Res. 59/2023 must withdraw from that resolution.
Res. No. 294/2024, which establishes additional remuneration for GTs and STs in the spot market under the Power Availability and Reliability Improvement Commitment, remains in force without modifications until March 2027.
Fuel Management Transition:
CAMMESA will continue to supply contracted capacity under the Plan Gas IV program through December 2028. From 2029 onward, generators will be fully responsible for their own fuel management.
For natural gas, thermal generators must choose one of the following alternatives:
• Self-management of fuel supply. Under this option, generators will manage and procure their own natural gas requirements.
• Agreement with CAMMESA (while Plan Gas remains in force). Under this option, generators may enter into an agreement with CAMMESA, under which fuel costs will be based on a mix of Plan Gas and/or liquefied natural gas (LNG) import costs, updated on a bi-weekly basis.
• Transferred gas. Producers participating in Plan Gas may withdraw, in whole or in part, volumes from their contracts with CAMMESA or ENARSA and freely negotiate supply conditions directly with generators.
Pursuant to Resolution No. 21/2025, effective March 1, 2025, thermal generators participating in the spot market are permitted to manage their own fuel procurement. In the event a generator is unable to secure fuel independently, CAMMESA will serve as a supplier of last resort. Fuel costs associated with self-managed procurement are valued based on reference prices declared in the “Declaration of CVP (variable cost of production)," which includes freight, transportation, natural gas distribution, and applicable taxes and charges.
During 2025, 2024 and 2023 Central Puerto purchased the necessary fuel (natural gas) for the operation of some of its thermal units, as shown below:
Natural Gas (NG self-procured – dam³, monthly)
Months with values only
|
2023 |
CTM |
T6 / San Lorenzo |
CT Puerto |
CTBRILOG |
CT Costanera |
Total |
|||||||
| Jan | 14,881 | 5,202 | — | — | — | 20,083 | |||||||
| Feb | 13,218 | 4,030 | — | — | — | 17,248 | |||||||
| Mar | 13,847 | 6,085 | — | — | — | 19,932 | |||||||
| Apr | 12,088 | 6,184 | — | — | — | 18,272 | |||||||
| May | 12,286 | 6,215 | — | — | — | 18,501 | |||||||
| Jun | 15,856 | 7,372 | — | — | — | 23,228 | |||||||
| Jul | 15,951 | 5,275 | — | — | — | 21,226 | |||||||
| Aug | 18,853 | 6,492 | — | — | — | 25,345 | |||||||
| Sep | 14,838 | 2,411 | — | — | — | 17,249 |
| 128 |
|
2024 |
CTM |
T6 / San Lorenzo |
CT Puerto |
CTBRILOG |
CT Costanera |
Total |
|||||||
| Jan | 15,875 | 5,270 | — | — | — | 21,145 | |||||||
| Feb | 14,329 | 5,160 | — | — | — | 19,489 | |||||||
| Mar | 15,079 | 170 | — | — | — | 15,249 | |||||||
| Apr | 14,630 | 3,830 | — | — | — | 18,460 | |||||||
| May | 15,535 | 7,912 | — | — | — | 23,447 | |||||||
| Jun | 18,492 | 9,937 | — | — | — | 28,429 | |||||||
| Jul | 18,828 | 9,112 | — | — | — | 27,940 | |||||||
| Aug | 19,028 | 7,723 | — | — | — | 26,751 | |||||||
| Sep | 15,300 | 7,849 | — | — | — | 23,149 |
|
2025 |
CTM |
T6 / |
CT Puerto |
CTBRILOG |
CT Costanera |
Total |
|||||||
| Jan | — | — | — | — | — | — | |||||||
| Feb | — | — | — | — | — | — | |||||||
| Mar | 11,347 | — | 5,783 | — | — | 17,130 | |||||||
| Apr | — | — | — | — | — | — | |||||||
| May | 14,252 | — | — | — | — | 14,252 | |||||||
| Jun | — | 4,259 | 1,609 | — | — | 5,868 | |||||||
| Jul | 16,135 | 7,711 | — | — | — | 23,846 | |||||||
| Aug | 1,512 | 21,827 | 3,176 | — | — | 26,515 | |||||||
| Sep | 3,671 | 7,635 | — | — | — | 11,306 | |||||||
| Oct | — | — | — | — | — | — | |||||||
| Nov | — | — | — | — | — | — | |||||||
| Dec | 3,294 | — | 9,427 | — | 9,592 | 22,313 |
Gas Oil (GO self-procured – m³)
Months with values only
|
2025 |
T6 |
CT Puerto |
Total |
||||
| Jun | 1,511 | 9,321 | 10,832 | ||||
| Jul | 10,358 | 10,845 | 21,203 | ||||
| Total | 11,870 | 20,166 |
Fuel Oil (FO self-procured – tons
Months with values only
|
2025 |
CT Puerto |
Total |
|||
| Jun | 10,900 | 10,900 | |||
| Jul | 8,273 | 8,273 | |||
| Total | 19,173 |
Payments by CAMMESA to generators related to the sale of energy under the Spot Sales during each month are due 42 days following the end of such month. In 2024 and 2025 average delay was 2 to 5 days after the due date of payment (for further information on the duration of these delays see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk”).
| 129 |
Sales Under Contracts, Steam Sales and Others
Sales under contracts
We have sales under contracts, including (i) term market sales under contract, (ii) former spot thermal and hydro which are eligible to be sold under contract in the new MAT (Resolution 400/25), (iii) MATER sales under contracts, (iii) Energía Plus sales under contract; and (iv) sales of energy under the RenovAr Program. Term market sales under contract and Energía Plus sales under contract include power and energy sales from conventional sources under agreements signed with both private enterprises and government agencies. MATER sales under contracts and sales of energy under the RenovAr Program include sales of electricity generated exclusively from non-conventional sources under negotiated contracts with private and public sector counterparties, respectively. La Castellana II, Manque, Los Olivos and La Genoveva II and San Carlos have PPAs under the MATER framework and La Castellana I, Achiras, La Genoveva I and Guañizuil II A and the Cafayate plant have PPAs under the RenovAr Program.
Steam supply to YPF—Luján de Cuyo plant
On December 15, 2017, we signed a new steam supply contract with YPF for a period of 15 years. New cogeneration units were set in place, in order to provide YPF Lujan de Cuyo refinery with 180 tn/h of steam. Commercial operation started on October 5, 2019, and receivables under this contract are denominated and invoiced in U.S. dollars. For further information on the steam supply agreements with YPF for the Luján de Cuyo plant, see “Item 5.A. Operating Results—Factors Affecting Our Results of Operations—Sales Under Contracts, Steam Sales and Others —Steam supply to YPF—Luján de Cuyo plant”.
Steam supply to T6 Industrial S.A.— San Lorenzo plant
On December 27, 2017, we entered into a 15-year steam supply agreement with T6 Industrial S.A. for the new co-generation unit at our San Lorenzo plant. The new cogeneration can supply up to 370 tn/h of steam to T6 Industrial S.A. Commercial operation started on October 31, 2021. On September 2, 2022, the parties entered into an amended and restated steam supply agreement, through which certain amendments and the purchase by Central Puerto of the real estate property in which the plant is located were agreed.
Resale of natural gas transportation capacity
Our contract with TGS for natural gas transportation capacity has been in effect since 2018. Pursuant to the terms of our agreement with YPF EE, we resell our gas transportation capacity to YPF EE through the resale system established by Resolution ENARGAS 419/97. Because the resale system is open to third parties, it does not ensure that YPF EE will receive the gas transportation capacity necessary to operate the La Plata plant. Accordingly, on July 20, 2018, we registered as natural gas sellers with the Ministry of Energy and ENARGAS, which permits us to resell our gas transportation capacity directly to YPF EE without the risk of intervention from interested third parties.
Forestry sales
As a result of our acquisitions in the forestry industry, carried out in December 2022 and May 2023, we have another source of revenues provided by five subsidiaries (the operations of which were fully merged and absorbed by us starting from June 30, 2025): Forestal Argentina S.A., Loma Alta Forestal S.A., EVASA, Estancia Celina S.A. and Las Misiones S.A. 2023 was the first year with forestry sales since Forestal Argentina S.A. and Loma Alta Forestal S.A. were acquired on December 27, 2022, and EVASA, Estancia Celina S.A. and Las Misiones S.A. were acquired on May 3, 2023. For additional information concerning the merger of our forestry subsidiaries, see “Item 4. Information of the Company—Recent Developments—Simplification of Corporate Structure at Central Puerto S.A.”
| 130 |
Electric Power Demand and Supply
Demand for electric power depends, to a significant extent, on economic and political conditions prevailing from time to time in Argentina, as well as seasonal factors. In general, the demand for electric power varies depending on weather conditions and the performance of the Argentine economy, as businesses and individuals generally consume more energy and are better able to pay their bills during periods of economic stability or growth. As a result, electric power demand is affected by Argentine Governmental actions concerning the economy, including with respect to inflation, interest rates, price controls, taxes and energy tariffs.
The following chart shows Argentina’s energy demand and CEPU’s generation and share of generation for the year ended December 31, 2025:
|
Region |
Demand (MWh) |
Total Generation (MWh) |
CEPU Generation (MWh) |
CEPU Share of Demand (%) |
CEPU Share of Generation (%) |
| Buenos Aires (Total) | 69,217,099 | 52,858,328 | 8,882,622 | 12.83% | 16.80% |
| Litoral | 16,774,702 | 14,991,371 | 2,543,442 | 15.16% | 16.97% |
| Centro | 12,635,108 | 11,362,394 | 1,567,300 | 12.40% | 13.79% |
| Noroeste | 12,067,291 | 11,550,584 | 89,067 | 0.74% | 0.77% |
| Patagonia + Comahue | 11,645,036 | 30,628,625 | 2,683,379 | 23.04% | 8.76% |
| Noreste | 10,588,378 | 14,500,347 | - | 0.00% | 0.00% |
| Cuyo |
8,321,630 |
6,905,277 |
2,837,563 |
34.10% |
41.09% |
| Total |
141,249,244 |
142,796,926 |
18,603,374 |
13.17% |
13.03% |
| __________________ |
Source: CAMMESA’s monthly summary report published in December 2025 (“Demanda mensual” and “Generación local mensual”).
During 2025, thermal generation continued to be the main source of electricity supply for Argentina, contributing 75,239 GWh (52.7%), followed by hydroelectric generation net of pumping, which contributed 31,518 GWh (22.1%), renewable generation, which contributed 25,279 GWh (17.7%) and nuclear generation, which contributed 10,761 GWh (7.5%). There were also imports to cover domestic demand, in the amount of 4,304 GWh (2.9% of the total energy supplied. Imported volumes from Uruguay, Paraguay and Brazil were 8% lower than in 2024. Hydroelectric generation in 2025 registered a 9.8% decrease when compared to 2024, due to low water flows in the Comahue region.
As of December 31, 2025, total installed capacity was 44,177 MW, representing an increase of 2.4% from 43,148 MW as of December 31, 2024. Capacity additions included 489 MW from combined cycle facilities, 303 MW from wind generation, and 803 MW from solar generation. These additions were partially offset by the retirement of 588 MW of steam turbine/gas turbine (ST/GT) capacity.
Public Bid Process for New Renewable Energy Generation Units
In 2016, the former Ministry of Energy and Mining called for bids to install 1,000 MW of new renewable energy units (the “RenovAR Program”). This bid process is governed by Law No. 27,191 and Decree No. 531/16, which encouraged the increase of energy generation from renewable sources by providing, among other things, significant tax benefits. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Structure of the Industry—RenovAR (Round 1, Round 1.5 and Round 2): Bidding Process for Renewable Energy Generation Projects”.
| 131 |
The second stage of the RenovAR Program established targets for renewable energy generation as a percentage of Argentina’s total electricity demand, as set forth in Law No. 27,191: 12.00% by December 31, 2019; 16.00% by December 31, 2021; 18.00% by December 31, 2023; and 20.00% by December 31, 2025. In 2025, generation from non-hydro renewable sources (primarily wind and solar) contributed 17.9% of total domestic demand.
Presentation of Financial Statements
Critical Accounting Policies
This discussion and analysis of our financial condition and results of operations is based upon our Audited Consolidated Financial Statements, which have been prepared in accordance with IFRS Accounting Standards. The preparation of our Audited Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities.
Critical accounting policies are those that reflect significant judgments, estimates or uncertainties and could potentially lead to materially different results under different assumptions and conditions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond our control. Such changes are reflected in the assumptions when they occur. Therefore, actual results may differ from these estimates under different assumptions or conditions. These assumptions are reviewed at the end of each reporting period.
We have described below what we believe are our most critical accounting policies that involve a high degree of judgment and/or estimates and the methods of their application. For further information on the accounting policies and the methods used in the preparation of the Audited Consolidated Financial Statements, see Note 2.3 to our Audited Consolidated Financial Statements.
Business Combinations
Business combinations are accounted for using the acquisition method when the Group takes effective control of the acquired company.
The Group will recognize in its financial statements the acquired identifiable assets, the assumed liabilities, any non-controlling interest and, if any, goodwill according to IFRS 3.
The acquisition cost is measured as the aggregate of the transferred consideration, measured at fair value on that date, and the amount of any non-controlling interest in the acquiree. The Group will measure the noncontrolling interest in the acquiree at fair value or at the proportional interest in the identifiable net assets of the acquiree.
If the business combination is made in stages, the Group will measure again its previous holding at fair value at the acquisition date and will recognize income or loss in the consolidated statement of comprehensive income.
Goodwill is measured at cost, as the excess of the transferred consideration regarding the acquired identifiable assets and the net assumed liabilities of the Group. If this consideration is lower than the fair value of the identifiable assets and of the assumed liabilities, the difference is recognized in the consolidated statement of income. If the fair value of the net assets acquired is higher than the consideration paid, the Group reassesses whether it has properly identified all the assets acquired and all the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of the net assets acquired in comparison to the consideration paid, then the gain is recognized in the consolidated statement of income.
| 132 |
On February 17, 2023, we acquired Central Costanera S.A. The business combination was accounted for using the "acquisition method" provided for in IFRS 3. As a result of the application of this method, we determined that the consideration transferred was lower than the fair value of the assets acquired and liabilities assumed at the acquisition date. Therefore, we recognized a gain from bargain purchase amounting to Ps. 97,641,005 thousand in the consolidated statement of income for the year ended December 31, 2023. During 2024, we have revised the preliminary allocation of the price and the valuation at fair value of the identifiable assets and liabilities assumed made in 2023 and no modifications have been identified.
On May 3, 2023, we acquired the companies Empresas Verdes Argentina S.A., Las Misiones S.A. and Estancia Celina S.A. The business combination was accounted for using the "acquisition method" provided for in IFRS 3. As a result of the application of this method, we determined that the consideration transferred was lower than the fair value of the assets acquired and liabilities assumed at the acquisition date. Therefore, we recognized a gain from bargain purchase amounting to Ps. 110,462,776 thousand in the consolidated statement of income for the year ended December 31, 2023. During 2024, we have revised the preliminary allocation of the price and the valuation at fair value of the identifiable assets and liabilities assumed made in 2023 and no modifications have been identified.
Impairment of Property, Plant and Equipment and Intangible Assets
The Group assesses at each reporting period-end whether an existing event or one that took place after year end and provides additional evidence of conditions that existed at the end of the reporting period, indicates that an individual component or a group of property, plant and equipment and/or intangible assets with limited useful lives may be impaired. If any indication exists, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of the fair value less costs to sell, and the value-in-use. That amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets; in which case, the cash flows considered are the ones from the cash-generating unit (“CGU”) where such asset belongs.
Where the carrying amount of an individual asset or CGU exceeds its recoverable amount, the individual asset or CGU, as the case may be, is considered impaired and is written down to its recoverable amount.
In assessing value in use of an individual asset or CGU, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the individual asset or CGU, as the case may be.
In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are verified by valuation multiples, quoted values for similar assets on active markets and other available fair value indicators, if any.
The Group assesses if environmental risks, including physical and transition risks, could have a significant impact. In such a case, these risks are included in the cash flows when calculating the value-in-use. See Note 23 to our Audited Consolidated Financial Statements for more information regarding the impact of environmental risks.
The Group bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the Group’s CGU to which the individual assets are allocated.
Impairment losses of continuing operations are recognized in a specific line of the consolidated statement of income.
In addition, for the assets for which an existing event, or one that took place after year end and provides additional evidence of conditions that existed at the end of the reporting period, indicates a previously recognized impairment loss may no longer exist or may have decreased, the Group makes an estimate of the recoverable amount of the individual asset or of the cash generating unit, as the case may be.
| 133 |
A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the individual assets or CGU’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset or CGU does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of the related depreciation or amortization, had no impairment loss been recognized for the asset or CGU in prior periods. Such reversal is recognized in the statement of income in the same line in which the related impairment charge was previously recognized, unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
The Group has identified triggers for potential impairment reversal of its property, plant and equipment and/or intangible assets with finite useful life related to the issuance of the Res. No. 400/2025 and the evolution of the exchange rate in relation to the evolution of the inflation index. On the other hand, the Group has identified a triggering of potential impairment related to the additional costs incurred in the construction of the San Carlos Solar Park as compared to its budget.
In order to measure the recoverability of its conventional and renewable Electric Power Generation property, plant and equipment and its intangible assets with finite useful lives and with indicators of impairment or impairment reversal, the Group has used the value in use of such assets, except for the generating group classified as “Gas turbines” and the land on which the Puerto Nuevo and Nuevo Puerto thermoelectric plants are located, for which the Group has used the fair value less cost of sale. As a result of the recoverability analysis, the Group has concluded that the net book value of its property, plant and equipment and intangible assets is recoverable, except for the assets comprising the cash generating unit corresponding to the San Carlos Solar Park. On the other hand, the Group has reversed impairment losses in the following cash-generating units: the Luján de Cuyo combined cycle plant, the Terminal 6 San Lorenzo cogeneration unit, the Brigadier Lopez thermoelectric power plant, the Manque and La Genoveva wind farms, and the generating group classified as “Gas turbines”. For the year ended December 31, 2025, the Group recorded net Ps. 60,950 million of impairment reversal of property plant and equipment and intangible assets net of the San Carlos Solar Plant’s impairment.
Cash-Generating Units (CGUs): Luján de Cuyo Combined Cycle Plant, Terminal 6 San Lorenzo Cogeneration Unit, Brigadier López Thermoelectric Power Plant, Manque and La Genoveva Wind Farms, and San Carlos Solar Park
The Group has estimated that the carrying amount of the assets comprising the cash-generating unit corresponding to the combined cycle plant located in Luján de Cuyo is lower than its recoverable amount. Therefore, a gain from the reversal of a previously recognized impairment charge on property, plant and equipment amounting to Ps. 1,191,582 thousand was determined, allocated within the headings “Electric power facilities and other equipment,” “Land and buildings,” and “Other,” and recognized under the item “Impairment reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025. After recognizing such impairment reversal, the carrying amount of the Luján de Cuyo combined cycle plant amounts to Ps. 89,198,481 thousand.
The Group has estimated that the carrying amount of the assets comprising the cash-generating unit corresponding to the Terminal 6 San Lorenzo cogeneration unit is lower than its recoverable amount. Therefore, a gain from the reversal of a previously recognized impairment charge on property, plant and equipment amounting to Ps. 12,313,826 thousand was determined, allocated within the headings “Electric power facilities and other equipment”, “Land and buildings,” and “Other,” and recognized under the item “Impairment reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025. After recognizing such impairment reversal, the carrying amount of the Terminal 6 San Lorenzo cogeneration unit amounts to Ps. 523,027,037 thousand.
| 134 |
The Group has estimated that the carrying amount of the assets comprising the cash-generating unit corresponding to the Brigadier López thermoelectric power plant is lower than its recoverable amount. Therefore, a gain from the reversal of a previously recognized impairment charge on property, plant and equipment amounting to Ps. 40,815,701 thousand was determined, allocated within the headings “Electric power facilities and other equipment”” “Land and buildings,” “Construction in progress,” and “Other,” as well as Ps. 1,821,080 thousand within intangible assets, and were recorded under the item “Impairment reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025. After recognizing such impairment reversal, the carrying amount of the Brigadier López thermoelectric power plant amounts to Ps. 423,351,892 thousand.
The Group has estimated that the carrying amount of the assets comprising the Manque wind farm is lower than its recoverable amount. Therefore, a gain from the reversal of a previously recognized impairment charge on property, plant and equipment amounting to Ps. 5,484,829 thousand was determined, allocated within the headings “Land and buildings,” “Wind turbines,” “Electric power facilities and other equipment”” and “Other,” as well as Ps. 2,352 thousand within intangible assets, and were recorded under the item “Impairment reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025. After recognizing such impairment reversal, the carrying amount of the Manque wind farm amounts to Ps. 97,217,332 thousand.
Likewise, the Group has estimated that the carrying amount of the assets comprising the La Genoveva wind farm is lower than its recoverable amount. Therefore, a gain from the reversal of a previously recognized impairment charge on property, plant and equipment amounting to Ps. 9,289,018 thousand was determined, allocated within the items “Land and buildings,” “Wind turbines,” “Electric power facilities and other equipment” and “Other,” as well as Ps. 54,234 thousand within intangible assets, and were recorded under the item “Impairment reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025. After recognizing such impairment reversal, the carrying amount of the La Genoveva wind farm amounts to Ps. 138,187,766 thousand.
Finally, the Group has estimated that the carrying amount of the assets comprising the San Carlos Solar Park exceeds its recoverable amount by Ps. 12,059,549 thousand. Therefore, an impairment charge was recognized on property, plant and equipment amounting to Ps. 11,754,641 thousand, allocated within the headings “Electric power facilities and other equipment” “Land and buildings” and “Other,” as well as Ps. 304,908 thousand within intangible assets, and were recorded under the item “Impairment reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025. After recognizing this impairment, the carrying amount of the San Carlos Solar Park amounts to Ps. 18,160,006 thousand.
The key assumption to estimate the value in use is the following:
- Revenue: the revenue has been determined for the budgeted period on the basis of the energy and power sales prices arising from the current resolutions issued by the Secretariat of Energy (SE) and on the basis of the power purchase agreements entered into, considering effects generated by current regulations in connection with the future mix between spot sales and power purchase agreements, where applicable. In this regard, the Group considered different weighted alternatives in relation to the evolution of the mentioned mix, which implied the development of different scenarios with different estimates of the expected cash flows and the assignment of probabilities of occurrence based on the Group's experience and expectations.
Other relevant assumptions are described below:
- Costs: costs have been determined on the basis of operating costs incurred in the past, the most significant cost being maintenance, which was estimated under the terms of the contracts in force with suppliers.
| 135 |
- Discount rate: it represents the current market assessment of the specific risks of the Company, taking into consideration the time-value of money. Discount rate calculation is based on the circumstances of the market participants, and it is derived from the weighted average cost of capital (WACC). The WACC rate takes into consideration both debt and equity. The cost of equity is derived from the expected return on investment by market participant investors, whereas the cost of debt is based on the conditions of the debt which market participants could access to. The specific risks of the operational segment are incorporated by applying individual beta factors, which are annually assessed from the available public information of the market.
Discount rates used to determine the value in use as of December 31, 2025, were from 10% to 11.1% after income tax, depending on the term of the future cash flows.
Any increase in the discount rate would result in additional impairment for the San Carlos solar park cash-generating unit.
- Macroeconomic variables: estimated inflation and devaluation rates, as well as exchange rates used, were obtained from external sources, which are well-known consulting firms dedicated to the local and global economic analysis, widely experienced in the market.
During 2024, the Group recorded impairment losses of Ps. 132,525 million and Ps. 1,761 million in property, plant and equipment and in intangible assets, respectively, related to the Terminal 6 San Lorenzo cogeneration unit, the Brigadier Lopez thermoelectrical power plant, the combined cycle power plant located in Lujan de Cuyo, the Buenos Aires combined cycle power plant located at the Costanera plant, the Manque wind farm and the La Genoveva wind farm.
The Luján de Cuyo combined cycle plant, the Brigadier López thermoelectrical plant, and the Terminal 6 San Lorenzo cogeneration unit belong to the conventional energy generation segment. The Manque and La Genoveva wind farms and the San Carlos Solar Park belong to the renewable energy generation segment.
Gas turbines
During 2025, the Group assessed the recoverability of turbines as individual assets and estimated that the carrying amount of the General Electric generator group, which is stored at the facilities of the Nuevo Puerto power plant, is lower than its recoverable amount. Therefore, a gain from the reversal of a previously recognized impairment charge on property, plant and equipment amounting to Ps. 2,037,281 thousand was determined within the heading “Turbines” and recognized under the item “Impairment reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025. To determine the recoverable value of this generating group, the Group has used the fair value less costs to sell. After recognizing such impairment reversal, the carrying amount of the General Electric generator group amounts to Ps. 30,688,398 thousand.
New standards and interpretations adopted
As from the fiscal year beginning January 1, 2025, the Group has applied for the first time certain new and/or amended standards and interpretations as issued by the IASB.
Below is a brief description of the new and/or amended standards and interpretations adopted by the Group and their impact on these consolidated financial statements.
Lack of interchangeability - Amendments to IAS 21
The effects of changes in foreign currency exchange rates establish how entities should assess whether a currency is interchangeable with another currency and how they should determine the exchange rate to be applied when a currency is not interchangeable. In addition, the amendments require entities to disclose information that allows users of their financial statements to assess how the lack of interchangeability of a currency affects or is expected to affect their financial performance, financial position and cash flows.
| 136 |
The amendments have not had a material impact on the Group's financial statements.
Segment Reporting
As of December 31, 2025, we divided our business into three segments: electric power generation from conventional sources, electric power generation from renewable sources and forest activity. Management and operations of thermal plants are not included in these segments given that such information is not material for our business operations.
As of December 31, 2024, we operated a fourth business segment focused on natural gas transport and distribution. This segment consisted primarily of our activities in the natural gas distribution sector in the Cuyo and Centro regions of Argentina through our equity investment in our former associate, Ecogas.
Results of Operations for the Years Ended December 31, 2025, 2024 and 2023.
We discuss below: (i) our results of operations for the year ended December 31, 2025, as compared with our results of operations for the year ended December 31, 2024; and (ii) our results of operations for the year ended December 31, 2024, as compared with our results of operations for the year ended December 31, 2023.
|
2025 |
2024 |
2023 |
Change December 31, |
||||||||
| Ps. thousands | Ps. thousands | Ps. thousands | 2025/2024 | 2024/2023 | |||||||
| Revenues | 1,097,422,190 | 971,053,138 | 898,264,147 | 13.0% | 8.1 | % | |||||
| Cost of sales |
(704,479,179 |
) |
(587,401,731 |
) |
(602,054,045 |
) |
19.9% |
(2.43 |
%) | ||
| Gross income | 392,943,011 | 383,651,407 | 296,210,102 | 2.4% | 29.52 | % | |||||
| Administrative selling expenses | (101,430,467 | ) | (101,085,244 | ) | (90,963,332 | ) | 0.3% | 11.13 | % | ||
| Other operating income | 129,747,106 | 165,304,546 | 680,945,993 | (21.5% | ) | (75.72 | %) | ||||
| Other operating expenses | (111,836,786 | ) | (54,165,109 | ) | (43,338,742 | ) | 106.5% | 24.98 | % | ||
| Impairment reversal / (Impairment) of property, plant and equipment and intangible assets |
60,950,354 |
(134,286,909 |
) |
126,029,102 |
(145.4% |
) |
(206.55 |
%) | |||
| Operating income |
370,373,218 |
259,418,691 |
968,883,123 |
42.8% |
(73.22% |
) | |||||
| Gain (Loss) on net monetary position | 6,387,392 | (24,793,947 | ) | (362,411,869 | ) | (125.8% | ) | (93.16 | %) | ||
| Finance income | 125,498,842 | 154,337,361 | 659,454,202 | (18.7% | ) | (76.60 | %) | ||||
| Finance expenses | (243,562,018 | ) | (225,750,640 | ) | (1,022,034,987 | ) | 7.9% | (77.91 | %) | ||
| Share of the profit of associates | 59,699,292 | 21,218,364 | 17,519,590 | 181.4% | 21.11 | % | |||||
| Result from investments in entities measured at fair value | 134,631,734 | 3,306,136 | __ | 3,972.2% | __ | ||||||
| Gain from bargain purchase |
__ |
__ |
208,103,781 |
__ |
(100.00 |
%) | |||||
| Income before income tax | 453,028,460 | 187,735,965 | 469,513,840 | 141.3% | (60.01 | %) | |||||
| Income tax for the year |
(100,180,421 |
) |
(107,156,983 |
) |
(51,386,519 |
) |
(6.5% |
) |
108.53 |
% | |
| Net income for the year |
352,848,039 |
80,578,982 |
418,127,321 |
337.9% |
(80.73 |
%) | |||||
| Earnings per share | |||||||||||
| – Basic and diluted (Ps.) | 230.61 | 43.42 | 282.24 | 431.11% | (84.62 | %) | |||||
| 137 |
Revenues
from Ordinary Activities
|
2025 |
2024 |
2023 |
Change December 31, |
||||||||
| Ps. thousands | Ps. thousands | Ps. thousands | 2025/2024 | 2024/2023 | |||||||
| Revenues from spot sales(1) | 548,762,404 | 469,425,989 | 445,521,508 | 16.90 | % | 5.37 | % | ||||
| Sales under contracts(2) | 450,329,039 | 392,764,116 | 375,306,225 | 14.66 | % | 4.65 | % | ||||
| Steam sales(3) | 51,757,640 | 51,976,328 | 42,367,772 | (0.42 | %) | 22.68 | % | ||||
| Forestry Segment | 19,080,032 | 28,743,075 | 16,658,571 | (33.62 | %) | 72.54 | % | ||||
| Resale of gas transport and distribution capacity | 8,876,982 | 8,006,400 | 5,322,793 | 10.87 | % | 50.42 | |||||
| Revenues from CVO thermal plant management |
18,616,093 |
20,137,230 |
13,087,278 |
(7.55 |
%) |
53.87 |
% | ||||
| Total revenues from ordinary activities |
1,097,422,190 |
971,053,138 |
898,264,147 |
13.01 |
% |
8.10 |
% | ||||
| __________________ |
| Notes:- |
| (1) | Includes sales of energy and power to CAMMESA remunerated under Resolutions N° 603/24 since January 1, 2025, N° 27/25 for February 2025, N° 113/25 for March 2025, N° 143/25 April, N° 177/25 May, N° 227/25 June, N° 280/25 July, N° 331/25 August, N° 356/25 September, N° 381/25October 2025 and since November 2025 Resolution N° 400/25 with the new regulatory framework (See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme”). |
| (2) | Includes (i) term market sales under contracts and, (ii) energy sold under the Energía Plus, (iii) contracts under the MATER framework and (iv) RenovAr Program sales under contracts (for further information regarding term market sales under contract, see “Item 4.B. Business Overview—Our Customers”). |
| (3) | Includes steam sold under steam sale contract with YPF from the Luján de Cuyo Plant and Terminal 6 Industrial S.A. from San Lorenzo cogeneration plant. |
Revenues
from Segments
| Change December 31, | ||||||||||
| 2025 | 2024 | 2023 | 2025/2024 | 2024/2023 | ||||||
| (Ps. thousands) | ||||||||||
| Electric power generation from conventional sources | 877,879,872 | 751,244,644 | 704,990,089 | 16.9% | 6.56% | |||||
| Electric power generation from renewable sources | 169,324,254 | 162,921,790 | 158,205,416 | 3.9% | 2.98% | |||||
| Forestry Segment | 19,080,032 | 28,743,075 | 16,658,571 | (33.6%) | 72.54% | |||||
| Resale of gas transport and distribution capacity | 499,495,314 | 654,626,123 | 424,411,998 | (23.7%) | 54.24% | |||||
| Others net of adjustments and eliminations(1) | (468,357,282) | (626,482,494) | (406,001,927) | (25.4%) | 54.31% | |||||
| Total revenues | 1,097,422,190 | 971,053,138 | 898,264,147 | 13.0% | 8.1% | |||||
| __________________ |
| Notes:- |
| (1) | Includes adjustments and eliminations related to investments accounted for using the equity method. |
| 138 |
2025 Compared to 2024
Revenues from sales in 2025 totaled Ps. 1,097.42 billion, a 13% increase from Ps. 971.05 billion in 2024. This increase was primarily attributable to: (i) Spot prices realignment, and (ii) the effect of fuel oil cost passthrough to spot prices, partially offset by lower generation from the Piedra del Aguila hydro complex due to low water inflows. Thermal PPA reflects new MAT contracts in November and December 2025, and renewables reflect higher wind resources in 2025 compared to 2024, which implied (i) higher generation volumes and (ii) new solar capacity from the acquired Cafayate asset (80 MW incorporated in August 2025). Energy sales amounting to Ps. 1,047.20 billion represented 95.4% of our revenues in 2025, a 14.6% increase compared to 2024.
2024 Compared to 2023
Revenues in 2024 totaled Ps. 971.05 billion, an 8.10% increase from Ps. 898.26 billion in 2023. This increase was primarily attributable to: (i) 5.37% increase in spot sales, primarily driven by i) higher thermal generation and ii) higher spot prices. Thermal generation was particularly higher in some steam turbines located in Puerto Site, Luján de Cuyo and Costanera sites, where also the Siemens combined cycle recorded higher generation; (ii) 4.65% rise in sales under contracts, mainly explained by higher solar generation, provided that 2024 was the first full year of operations of the Guañizuil farm. Also higher solar resource availability was registered; (iii) 22.68% growth in steam sales, mostly explained by higher demand from clients in both Luján de Cuyo and San Lorenzo facilities; (iv) 50.42% increase in resale of gas transport and distribution capacity, primarily driven by tariff adjustments in distribution and transportation segments and 53.87% rise in CVO management fees, driven by higher generation of CVO plant as well as higher spot prices; (v) 72.54% increment in forestry sales.
Cost of Sales
|
Year ended December 31, |
Change December 31, |
||||||||||
| 2025 | 2024 | 2023 | 2025/2024 | 2024/2023 | |||||||
| (Ps. thousands) | (in percentages) | ||||||||||
| Inventories and biological assets at beginning of each year | 326,291,664 | 317,754,281 | 211,916,572 | 2.69 | % | 49.94 | % | ||||
| Acquisition of biological assets | __ | __ | 114,072,028 | __ | (100.00 | %) | |||||
| Purchases for each period | 234,586,291 | 106,560,695 | 88,744,345 | 120.14 | % | 20.08 | % | ||||
| Employee compensation expense | 110,787,097 | 112,986,452 | 119,456,508 | (1.95 | %) | (5.42 | %) | ||||
| Other long-term employee benefits | 4,273,249 | 12,330,620 | 8,290,728 | (65.34 | %) | 48.73 | % | ||||
| Depreciation of property, plant and equipment | 156,967,699 | 143,241,256 | 182,206,457 | 9.58 | % | (21.39 | %) | ||||
| Amortization of intangible assets | 2,276,917 | 3,540,349 | 17,604,337 | (35.69 | %) | (79.89 | %) | ||||
| Energy and power purchase | 6,093,898 | 4,831,597 | 4,200,169 | 26.13 | % | 15.03 | % | ||||
| Fees and remuneration for services | 41,173,423 | 28,757,284 | 26,565,299 | 43.18 | % | 8.25 | % | ||||
| Maintenance expenses | 75,311,773 | 64,762,685 | 61,893,779 | 16.29 | % | 4.64 | % | ||||
| Consumption of materials and spare parts | 40,328,630 | 34,010,499 | 37,736,612 | 18.58 | % | (9.87 | %) | ||||
| Insurance | 18,772,580 | 27,899,245 | 26,447,542 | (32.71 | %) | 5.49 | % | ||||
| Fees and royalties | 6,114,132 | 9,119,280 | 11,562,887 | (32.95 | %) | (21.13 | %) | ||||
| Taxes and contributions | 2,016,297 | 1,918,055 | 1,239,068 | 5.12 | % | 54.80 | % | ||||
| Taxes on bank credits and debits | 195,832 | 137,738 | 130,752 | 42.18 | % | 5.34 | % | ||||
| Miscellaneous | 962,223 | 2,208,964 | 2,265,888 | (56.44 | %) | (2.51 | %) | ||||
| Transfers to property, plant and equipment | __ | __ | (37,862,919 | ) | __ | 100.00 | % | ||||
| Forestry and forestry production expenses | 11,174,227 | 15,023,755 | 7.074.857 | (25.62 | %) | 112.35 | % | ||||
| Forestry growth and revaluation of biological assets | (87,009,450 | ) | 28,610,640 | 36,263,417 | (404.12 | %) | (21.10 | )% | |||
| Inventories and biological assets at the end of year | (245,837,303 | ) | (326,291,664 | ) | (317,754,281 | ) | (24.66 | %) | (2.69 | )% | |
| Total cost of sales |
704,479,179 |
587,401,731 |
602,054,045 |
19.93 |
% |
(2.43% |
) | ||||
| 139 |
|
Year ended December 31, |
Change December 31, |
||||||||||
| 2025 | 2024 | 2023 | 2025/2024 | 2024/2023 | |||||||
| ( Ps. thousands) | (in percentages) | ||||||||||
| Electric power generation from conventional sources | (593,931,020) | (475,645,906) | (514,082,128) | 24.90 | % | (7.48) | % | ||||
| Electric Power Generation from renewable sources | (67,579,029) | (63,868,226) | (55,600,820) | 5.80% | 14.87 | % | |||||
|
Forestry Segment |
(21,002,788 | ) | (27,909,551) | (15,455,324) | (24.70 | %) | 22.43 | % | |||
| Resale of gas transport and distribution capacity | (317,366,460) | (422,737,917) | (345,277,354) | (24.90 | %) | 80.58 | % | ||||
| Others net of adjustments and eliminations (1) |
295,400,119 |
402,759,869 |
328,361,581 |
(26.70 |
%) |
22.66 |
% | ||||
| Total cost of sales |
(704,479,179) |
(587,401,731) |
(602,054,045) |
19.93 |
% |
(2.43% |
) | ||||
| Notes:- |
(1) Includes adjustments and eliminations related to investments accounted for using the equity method.
2025 Compared to 2024
Cost of sales during the year ended December 31, 2025, totaled Ps.704.48 billion, a 19.93% increase compared to Ps.587.40 billion in 2024. This increase was mainly driven by higher costs associated with purchases, depreciation of property, plant and equipment, maintenance services, and consumption of materials and spare parts. These effects were partially offset by lower forestry-related costs.
The increase in purchases 120.14% reflects higher energy procurement requirements during the period, while depreciation of property, plant and equipment increased by 9.58% due to a higher asset base and ongoing investments. In addition, maintenance costs rose by 16.29% and fees and services increased by 43.18%, in line with higher operational activity and inflationary pressures. Consumption of materials and spare parts also increased by 18.58%, consistent with higher operational demand.
| 140 |
These increases were partially offset by reductions in employee-related costs, including a 1.95% decrease in employee compensation expenses and a 65.34% decrease in long-term employee benefits. Insurance expenses also decreased by 32.71%, along with a 32.95% reduction in royalties. Forestry operational expenses declined by 25.62%.
By segment
Cost of sales attributable to electric power generation from conventional sources during the year ended December 31, 2025, totaled Ps.593.93 billion, a 24.9% increase compared to Ps.475.65 billion in 2024. This increase is mainly explained by higher purchases, maintenance expenses, fees and services, and consumption of materials and spare parts, partially offset by lower employee-related expenses, depreciation of intangible assets, and royalties.
Cost of sales attributable to electric power generation from renewable sources totaled Ps.67.58 billion, a 5.8% increase compared to Ps.63.87 billion in 2024. This increase is mainly driven by higher purchases and depreciation.
Cost of sales attributable to the forestry segment amounted to Ps.21.00 billion, a 24.7% decrease compared to Ps.27.91 billion in 2024. The decrease is mainly explained by lower forestry operational expenses.
Cost of sales attributable to transportation, distribution, and marketing of natural gas totaled Ps.317.37 billion, a 24.9% decrease compared to Ps.422.74 billion in 2024. This decrease is mainly explained by lower costs associated with the segment, partially reflecting adjustments in the cost structure and the impact of tariff dynamics.
The “Other” segment showed a negative cost of Ps.(295.40) billion, compared to Ps.(402.76) billion in 2024, representing a 26.7% variation. This variation is primarily explained by a reclassification in the Transport and Distribution segment.
2024 Compared to 2023
Cost of sales during the year ended December 31, 2024, totaled Ps. 587.40 billion, a 2.43% decrease from Ps.602.05 billion in 2023. This decrease was mainly the result of a 10.78% contraction in costs of production, primarily explained by: (i) depreciation and amortizations; (ii) royalties; (iii) revaluation of biological assets; (iv) consumption of material and spare parts and, to a lesser extent, a decrease in employee compensation expense. These effects were partially offset by higher (i) energy and power purchases; (ii) taxes and contributions and (iii) forestry and forestry production expenses.
Cost of sales attributable to electric power generation from conventional sources in the year ended December 31, 2024, totaled Ps.475.65 billion, a 7.48% decrease from Ps.514.08 billion in the year ended December 31, 2023. This decrease is mainly explained by lower (i) depreciation and amortizations; (ii) royalties; (iii) consumption of material and spare parts and, to a lesser extent, a contraction in employee compensation expense. These effects were partially offset by higher (i) energy and power purchases and (ii) taxes and contributions.
Cost of sales attributable to electric power generation from renewable sources in the year ended December 31, 2024, totaled Ps.63.87 billion, a 14.87% rise from Ps.55.60 billion in the year ended December 31, 2023. This increase is mainly attributable to higher (i) energy and power purchases and (ii) taxes and contributions.
Gross Income
Gross income during the year ended December 31, 2025, totaled Ps.392.94 billion, a 2.4% increase from Ps.383.65 billion during the year ended December 31, 2024. Gross income increased mainly as a result of higher revenues and the evolution of costs described above. The gross margin improved, reflecting a more favorable relationship between revenues and cost of sales, supported by the impact of tariff adjustments, operational efficiencies, and improved contribution from certain business segments.
| 141 |
2024 Compared to 2023
Gross income during the year ended December 31, 2024, totaled Ps.383.65 billion, a 29.52% increase from Ps.296.21 billion during the year ended December 31, 2023, due to the above-mentioned reasons. The gross margin for the year ended December 31, 2024, was 39.51% compared to a gross margin of 32.98% during the same period of 2023.
Administrative and Selling Expenses
|
Year ended December 31, |
Change December 31, |
||||||||||
|
2025 |
2024 |
2023 |
2025/2024 |
2024/2023 |
|||||||
| (Ps. thousands.) | (in percentages) | ||||||||||
| Electric power generation from conventional sources | 78,207,839 | 83,587,433 | 80,847,346 | (6.44% | ) | 3.39 | % | ||||
| Electric power generation from renewable sources | 5,333,795 | 6,562,991 | 5,504,417 | (18.73 | %) | 19.23 | % | ||||
| Resale of gas transport and distribution capacity | 71,853,556 | 97,222,347 | 89,165,538 | (26.09 | %) | 9.04 | % | ||||
| Forestry Segment | 11,000,615 | 10,934,820 | 4,611,568 | 0.60 | % | 137.12 | % | ||||
| Others net of adjustments and eliminations(1) | (64,965,338 | ) | (97,222,347 | ) | (89,165,538 | ) | (33.18 | %) | 9.04 | % | |
| Total administrative and selling expenses |
101,430,467 |
101,085,244 |
90,963,332 |
0.34 |
% |
11.13 |
% | ||||
| Notes:- |
| (1) | Includes adjustments and eliminations related to investments accounted for using the equity method. |
2025 Compared to 2024
Administrative and selling expenses during the year ended December 31, 2025, totaled Ps.101,43 billion, a 0.34% increase from Ps. 101.09 billion during the year ended December 31, 2024. This was primarily driven by offset effect of: (i) decrease in employee compensation expenses (ii) increases in fees and compensation for services, and (iii) increase in depreciation of property, plant and equipment.
2024 Compared to 2023
Administrative and selling expenses during the year ended December 31, 2024, totaled Ps.101.09 billion, an 11.13% increase from Ps.90.96 billion during the year ended December 31, 2023. This increase was primarily driven by: (i) employee compensation expenses (ii) fees and compensation for services, and (iii) depreciation of property, plant and equipment.
| 142 |
Other Operating Income
|
Year ended December 31, |
Change December 31, |
||||||||||
|
2025 |
2024 |
2023 |
2025/2024 |
2024/2023 |
|||||||
| (Ps. thousands | (in percentages) | ||||||||||
| Electric power generation from conventional sources | 101,325,812 | 122,785,168 | 606,507,979 | (17.48 | %) | (79.76 | %) | ||||
| Electric power generation from renewable sources | 27,167,985 | 11,580,550 | 31,023,115 | 134.60 | % | (62.67 | %) | ||||
| Forestry segment | 1,326,325 | 30,781,835 | 43,030,067 | (95.69 | %) | (28.46 | %) | ||||
| Resale of gas transport and distribution capacity | 6,660,863 | 9,853,068 | 18,000,810 | (32.40 | %) | (45.26 | %) | ||||
| Others net of adjustments and eliminations (1) | (6,733,879 | ) | (9,696,075 | ) | (17,615,979) | (30.55 | %) | (44.96 | %) | ||
| Total |
129,747,106 |
165,304,546 |
680,945,993 |
(21.51 |
%) |
(75.72 |
%) | ||||
| Notes:- |
| (1) | Includes adjustments and eliminations related to investments accounted for using the equity method. |
2025 Compared to 2024
Other operating income in the year ended December 31, 2025, totaled Ps.129.75 billion, a 21.5% contraction from Ps. 165.30 billion in the year ended December 31, 2024. This decrease was primarily the result of: (i) lower interest from clients due to lower CAMMESA delays; (ii) lower foreign exchange differences, which had an impact on the CVOSA credit and (iii) no income associated with the revaluation of biological assets related to the forestry business segment.
2024 Compared to 2023
Other operating income in the year ended December 31, 2024, totaled Ps.165.30 billion, a 75.72% contraction from Ps. 680.95 billion in the year ended December 31, 2023. This decrease was primarily the result of: (i) lower interest from clients due to lower CAMMESA delays; (ii) lower foreign exchange differences, which had an impact on the CVOSA credit and (iii) lower revaluation of biological assets related to the forestry business segment.
Other Operating Expenses
|
Year ended December 31, |
Change December 31, |
||||||||||
|
2025 |
2024 |
2023 |
2025/2024 |
2024/2023 |
|||||||
| (Ps. thousands | (in percentages) | ||||||||||
| Electric power generation from conventional sources | 20,243,151 | 33,785,608 | 31,396,315 | (40.08 | %) | 7.61 | % | ||||
| Electric power generation from renewable sources | 6,255,950 | 16,925,595 | 637,059 | (63.04 | %) | 2,556.83 | % | ||||
| Resale of gas transport and distribution capacity | 11,754,697 | 5,976,052 | 5,086,438 | 96.70 | % | 17.49 | % | ||||
| Forestry Segment | 85,332,271 | 3,448,002 | 11,255,155 | 2374.83 | % | (69.37 | %) | ||||
| Others net of adjustments and eliminations(1) | (11,749,283 | ) | (5,970,158 | ) | (5,036,226 | ) | 96.80 | % | (18.54 | %) | |
| Total other operating expenses |
111,836,786 |
54,165,109 |
43,338,742 |
106.47 |
% |
24.98 |
% | ||||
| Notes:- |
| (1) | Includes adjustments and eliminations related to investments accounted for using the equity method. |
| 143 |
2025 Compared to 2024
Other operating expenses in the year ended December 31, 2025, totaled Ps. 111.84 billion, a 106.47% increase from Ps. 54.17 billion in the year ended December 31, 2024. This increase was primarily the result of (i) the loss from revaluation of biological assets and (ii) disposal (derecognition) of PPE, materials and spare parts.
2024 Compared to 2023
Other operating expenses in the year ended December 31, 2024, totaled Ps.54.17 billion, a 24.98% increase from Ps. 43.38 billion in the year ended December 31, 2023. This increase was primarily the result of (i) Resolutions 58/2024 and 66/2024 (see “Item 3.D. Risk Factors—Risks Relating to the Electric Power Sector in Argentina—We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and other customers in the electric power sector”) and (ii) expenses due to an incident in a wind farm.
Impairment of property, plant and equipment and intangible assets
|
Year ended December 31, |
Change December 31, |
||||||||||
|
2025 |
2024 |
2023 |
2025/2024 |
2024/2023 |
|||||||
| (Ps thousands.) | (in percentages) | ||||||||||
| Electric power generation from conventional sources | 58,179,470 | (94,926,264 | ) | 58,326,548 | (161.29 | %) | (262.75 | %) | |||
| Electric power generation from renewable sources | 2,770,884 | (39,360,645 | ) | 67,702,554 | (107.04 | %) | (158.14 | %) | |||
| Total impairment of property, plant and equipment and intangible assets |
60,950,354 |
(134,286,909 |
) |
126,029,102 |
(145.39 |
%) |
(206.55% |
) | |||
2025 Compared to 2024
The Group has identified triggers for potential impairment reversal of its property, plant and equipment’s and/or intangible assets with finite useful live related to the issuance of Res. No. 400/2025 and the evolution of the exchange rate in relation to the evolution of the inflation index. On the other hand, the Group has identified a triggering of potential impairment related to the additional costs incurred in the construction of San Carlos Solar Park as compared to its budget. Therefore, the Group has reversed impairment losses in the following cash-generating units: Luján de Cuyo combined cycle, cogeneration unit, Terminal 6 San Lorenzo, Brigadier López thermoelectric power plant, Manque and La Genoveva wind farms, and the generating group classified as “Turbines” for the assets in Central Puerto complex (Nuevo Puerto facilities). Additionally, the Group has recognized an impairment charge in the San Carlos solar park.
| 144 |
For further information, see “Item 5.A. Operating Results—Critical Accounting Policies—Impairment of property, plant and equipment and intangible assets”.
During 2024, the Group recorded impairment losses of Ps. 132,525 million and Ps. 1,761 million in property, plant and equipment and in intangible assets, respectively, related to the Terminal 6 San Lorenzo cogeneration unit, the Brigadier Lopez thermoelectric power plant, the combined cycle power plant located in Luján de Cuyo, the Buenos Aires combined cycle power plant located at the Costanera plant, the Manque wind farm and the La Genoveva wind farm.
2024 Compared to 2023
In 2024, we recorded a Ps.134.28 billion impairment of property, plant and equipment and intangible assets charge related to a reduction in the assessed value-in-use of the following assets that exceeded their previously recorded book value: the Brigadier Lopez thermoelectric power plant; the San Lorenzo cogeneration unit; the Lujan de Cuyo combined cycle; the Buenos Aires combined cycle, located in the Costanera site; La Genoveva and Manque wind farms and the turbines stored in Nuevo Puerto.
In 2023, we recorded a Ps. 126.03 billion recovery gain related to the impairment reversal for the following assets: the Luján de Cuyo combined cycle power plant, the San Lorenzo cogeneration unit, the Manque and La Genoveva wind farms, the turbine stored in Nuevo Puerto and Other Land and Buildings, partially offset by the Brigadier Lopez thermoelectric power plant impairment.
Operating Income
|
Year ended December 31, |
Change December 31, |
||||||||||
|
2025 |
2024 |
2023 |
2025/2024 |
2024/2023 |
|||||||
| ( Ps. thousands.) | (in percentages) | ||||||||||
| Electric power generation from conventional sources | 345,003,144 | 186,084,599 | 743,498,827 | 85.40 | % | (74.97 | %) | ||||
| Electric power generation from renewable sources | 120,094,349 | 47,784,883 | 195,188,788 | 151.32 | % | (75.52 | %) | ||||
| Resale of gas transport and distribution capacity | 105,181,464 | 138,542,875 | 2,883,479 | (24.08 | %) | 4,704.71 | % | ||||
| Forestry Segment | (96,929,317 | ) | 17,232,538 | 28,366,589 | (662.48 | %) | (39.25 | %) | |||
| Others net of adjustments and eliminations(1) | (102,976,422 | ) | (130,226,204 | ) | (1,054,561 | ) | (20.92 | %) | 12,248.86 | % | |
| Total operating income |
370,373,218 |
259,418,691 |
968,883,123 |
42.77 |
% |
(73.22 |
%) | ||||
| Notes:- |
| (1) | Includes adjustments and eliminations related to investments accounted for using the equity method. |
2025 Compared to 2024
Operating income in the year ended December 31, 2025, totaled Ps. 370.37 billion, a 42.77% increase from Ps. 259.42 billion in the year ended December 31, 2024. This result is mainly attributable to the reversal of impairment of property, plant and equipment and intangible assets. This effect was partially offset by Forestry business unit negative Result from growth and revaluation of biological assets in Other Operating Expenses of Ps. 87.00 billion.
| 145 |
2024 Compared to 2023
Operating income in the year ended December 31, 2024, totaled Ps.259.42 billion, a 73.22% decrease from Ps.968.88 billion in the year ended December 31, 2023. This result is mainly attributable to (i) 2023 foreign exchange gains on CVOSA receivables that had a positive impact compared to 2024 and (ii) the recognition of an impairment reversal in 2023, while in 2024 an impairment charge was recorded along with lower gains from the remeasurement of CVOSA receivables.
Gain (Loss) on net monetary position
2025 Compared to 2024
Loss on net monetary position in the year ended December 31, 2025, totaled a Ps. 6.39 billion gain, compared to a Ps. 24.79 billion loss in the year ended December 31, 2024. This is explained by the impact of inflation indices on the Group net monetary position.
2024 Compared to 2023
Loss on net monetary position in the year ended December 31, 2024, totaled a Ps.24.79 billion loss, a 93.16% decrease from a Ps.362.42 billion loss in the year ended December 31, 2023. This is the result of lower inflation rates.
Finance Income
2025 Compared to 2024
Finance income in the year ended December 31, 2025, totaled Ps.125.49 billion, a 18.7% decrease from Ps. 154.34 billion in the year ended December 31, 2024. The decrease was primarily the result of lower gains on financial assets at fair value through profit of Ps. 119.96 billion in the year ended December 31, 2025, compared to Ps. 131.85 billion in the year ended December 31, 2024.
2024 Compared to 2023
Finance income in the year ended December 31, 2024, totaled Ps.154.34 billion, a 76.60% decrease from Ps.659.45 billion in the year ended December 31, 2023. The decrease was primarily the result of: (i) a 67.54% lower interest earned from Ps. 16.61 billion in 2023 to Ps. 5.39 billion in 2024, (ii) a 79.03% lower net income on financial assets which decreased from Ps. 628.78 billion in 2023 to Ps. 131.85 billion in 2024 and (iii) an 80.10% lower income from swap contracts, which decreased from Ps. 14.07 billion in 2023 to Ps. 2.80 billion in 2024.
Finance Expenses
2025 Compared to 2024
Finance expenses in the year ended December 31, 2025, totaled Ps. 243.56 billion, a 7.9% increase from Ps.225.75 billion in the year ended December 31, 2024. This increase is primarily the result of: (i) higher foreign exchange differences on financial liabilities which increased to Ps. 185.99 billion in 2025 compared to Ps. 145.08 billion in 2024 partially offset by (ii) lower loan interest expenses, which decreased to Ps. 50.92 billion in 2025 compared to Ps. 74.50 billion in 2024.
| 146 |
2024 Compared to 2023
Finance expenses in the year ended December 31, 2024, totaled Ps. 225.75 billion, a 77.91% decrease from Ps. 1,022.03 billion in the year ended December 31, 2023. This contraction is primarily the result of: (i) lower foreign exchange differences on financial liabilities which decreased from Ps. 940.32 billion in 2023 to Ps. 145.07 billion in 2024 and (ii) lower bank fees, which decreased from Ps. 8.05 billion in 2023 to Ps. 6.13 billion in 2024.
Share of the Profit of Associates
2025 Compared to 2024
Share of the profit of associates in the year ended December 31, 2025, totaled a gain of Ps. 59.70 billion compared to a gain of Ps. 21.22 billion in 2024, mainly due to the results registered in connection with the associate Ecogas Group (See Note 3.1. to our Audited Consolidated Financial Statements).
2024 Compared to 2023
Share of the profit of associates in the year ended December 31, 2024, totaled a gain of Ps.21.22 billion compared to a gain of Ps.17.52 billion in 2023, mainly due to the gains resulting from the operations of Ecogas in 2024.
Gain from bargain purchase
2025 Compared to 2024
There was no gain for bargain purchase for the years ended December 31, 2025 and 2024.
2024 Compared to 2023
The variation was explained by the bargain purchases recorded from the Central Costanera and forestry companies acquisitions performed during 2023.
Results from investments in entities measured at fair value
The variation amounted to Ps. 134.63 billion in 2025, compared to Ps. 3.31 billion in 2024, reflecting the market valuation increase of AbraSilver.
No amount was recognized in 2023.
Income Tax
2025 Compared to 2024
Income tax in the year ended December 31, 2025, totaled Ps. 100.18 billion, a 6.5% decrease from Ps. 107.16 billion in the year ended December 31, 2024. Our effective tax rate for the year ended December 31, 2025, and 2024 was 22.11% and 57.08%, respectively.
2024 Compared to 2023
Income tax in the year ended December 31, 2024, totaled Ps.107.16 billion, a 108.53% increase from Ps.51.39 billion in the year ended December 31, 2023. Our effective tax rates for the year ended December 31, 2024, and 2023 were 57.08% and 10.94%, respectively.
| 147 |
Net Income for the Year
2025 Compared to 2024
For the reasons described above, net income for the year ended December 31, 2025, totaled Ps. 352.85 billion, compared to a net income of Ps. 80.57 billion in the year ended December 31, 2024.
2024 Compared to 2023
For the reasons described above, net income for the year ended December 31, 2024, totaled Ps. 80.57 billion, compared to a net income of Ps. 418.13 billion in the year ended December 31, 2023.
Significant balance sheet variations discussion
Property, plant & equipment
As of December 31, 2025, the Group’s property, plant and equipment (“PP&E”) and intangible assets amounted to Ps. 2,345,654 million and Ps. 40,473 million, respectively. As described in greater detail in Note 2.2.8 to the Audited Consolidated Financial Statements, in accordance with IFRS Accounting Standards, an impairment or impairment reversal is required for PP&E and intangible assets when there are indicators identified during the year, or subsequently, that provide confirming evidence of conditions that already existed at the end of the reporting period and that indicate that the recoverable amount of PP&E and intangible assets may be affected.
For each individual asset or cash-generating unit (“CGU”) for which impairment or impairment reversal indicators are identified, Management estimates the recoverable amount for the asset or CGU, which is the higher of fair value less costs of disposal and value in use, and compares it with the carrying amount recorded in the accounts. The value in use for the CGUs within the Group’s conventional and renewable power generation segment was estimated based on discounted future cash flows, considering significant assumptions related to electricity revenues, as well as assumptions regarding operating costs, the discount rate, and macroeconomic variables such as exchange rate and inflation. The recoverable amount for one turbine and one plot of land was estimated based on fair value less costs of disposal.
During 2025, the Group recognized an impairment loss on PP&E and intangible assets of Ps. 11,755 million and Ps. 305 million, respectively, related to the San Carlos solar park. In turn, it recognized a reversal of impairment on PP&E and intangible assets of Ps. 71,133 million and Ps. 1,877 million, respectively, related to the Luján de Cuyo combined cycle plant, the Terminal 6 San Lorenzo cogeneration unit, the Brigadier López thermoelectric power plant, the Manque and La Genoveva wind farms, and the turbine.
Biological assets
The Group measures its forest plantations, both at initial recognition and at the end of the reporting period, at fair value less costs to sell at the point of harvest. The fair value of those plantations for which there are no available market prices in their current condition is determined based on discounted cash flows, using market discount rates.
Forest plantations included in the harvesting plan for the twelve months following the end of the fiscal year are classified as current biological assets.
Trade and other receivables
CVO Receivables: As described in Note 1.2.a) of Audited Consolidated Financial Statements, in 2010 the Company approved an agreement with the former Secretariat of Energy (the “CVO Agreement”) and, effective March 20, 2018, CAMMESA granted commercial operation authorization for the Central Vuelta de Obligado thermal power plant as a combined cycle unit (the “Commercial Operation Authorization”).
| 148 |
Receivables under the CVO Agreement are included under CAMMESA trade receivables. CVO Receivables are denominated in U.S. dollars and accrued interest at a rate of LIBO plus 5%. Following the discontinuation of the LIBO rate on June 30, 2023, for purposes of determining the applicable interest, such rate was replaced by the Secured Overnight Financing Rate (SOFR) published by CME (Chicago Mercantile Exchange) plus a fixed spread of 0.11448%.
As a result of the Commercial Operation Authorization and as established in the CVO Agreement, the Company collects the CVO Receivables, converted into U.S. dollars, in 120 equal and consecutive installments.
During the years ended December 31, 2025 and 2024, collections of CVO Receivables amounted to Ps.97.85 billion and Ps.110.06 billion, respectively.
Information regarding the Group’s credit risk management objectives and policies is included in Note 17.
Loans and borrowings
Loans and borrowings decreased by 1.58% during the year 2025, of Ps.493.03 billion, from Ps.500.93 billion in 2024. This is mostly explained by cancelled debt along the year.
Item 5.B Liquidity and Capital Resources
As of December 31, 2025, we had cash and cash equivalents of Ps. 37.68 billion, and other current financial assets of Ps. 300.18 billion. See Notes 15 and 13.6 to our Audited Consolidated Financial Statements.
Our primary sources of liquidity have been cash flows from operating activities.
Our primary cash requirements have been in connection with payments under loans and other financing agreements, employees’ salaries, operating and maintenance expenses and fixed assets investments, taxes, overhead expenses and contributions to affiliates (used in acquisitions of subsidiaries and associates). See “Item 5.A.—The State of Emergency of the Argentine Electricity Sector—Expansion of our Generating Capacity”.
Our loans and other borrowings contain customary covenants for facilities of each type, including (i) certain limitations on consolidations, mergers, and sales of assets; (ii) restrictions on incurring additional indebtedness; (iii) restrictions on paying dividends; (iv)limitations on making capital expenditures; and (v) restrictions on the incurrence of liens. Certain events of default and covenants are subject to certain thresholds and exceptions. We do not expect these restrictions to have a material impact on our ability to meet our cash obligations. As of the date of this annual report, we are in compliance with all of our debt covenants.
We do not discard the option to pursue potential financing alternatives, if the conditions are favorable.
Corporate Bonds
On July 31, 2020, our Extraordinary General Shareholders’ Meeting approved the creation of a global program for the issuance of simple, non-convertible negotiable obligations under the Argentine Negotiable Obligations Law, with a maximum outstanding principal amount at any time of US$500 million (or its equivalent in other currencies), to be issued as short-, medium- or long-term securities (the “Program”).
| 149 |
The Board of Directors was delegated authority to determine the terms of the Program and any notes issued thereunder not expressly set by the shareholders’ meeting. On October 29, 2020, the CNV. On June 11, 2025, the CNV approved an extension of the Program term to October 29, 2030, and an increase in the maximum outstanding amount to US$1.0 billion.
Under this Program, we have issued three series of corporate bonds:
On September 17, 2023, we issued the Class A Corporate Bond (the "Class A CB"), denominated, paid and payable in U.S. dollars in Argentina. The principal terms of the Class A CB are as follows:
(i) aggregate principal amount: US$37.23 million;
(ii) interest rate (determined by auction): 7.0% per annum;
(iii) interest payment frequency: semi-annual;
(iv) amortization: bullet;
(v) maturity: 30 months from September 17, 2023; and
(vi) governing law and depositary: Argentina, Caja de Valores S.A.
On October 17, 2023, we issued our 10% Senior Notes due 2025 (the "Class B CB"), denominated, paid and payable in U.S. dollars under Regulation S. The principal terms of the Class B CB are as follows:
(i) aggregate principal amount: US$50.00 million;
(ii) interest rate (determined by auction): 10.0% per annum;
(iii) interest payment frequency: semi-annual;
(iv) amortization: bullet;
(v) maturity: 24 months from October 17, 2023; and
(vi) governing law and depositary: New York, Euroclear.
On August 25, 2025, we issued the Class C Corporate Bond (the "Class C CB"), denominated, paid and payable in U.S. dollars in Argentina. The principal terms of the Class C CB are as follows:
(i) aggregate principal amount: US$50.00 million;
(ii) interest rate (determined by auction): 8.0% per annum;
iii) Interest coupon frequency: semiannual
iv) Amortization: bullet
v) Term: 48 months, commencing August 25, 2025
vi) Governing law and place of deposit: Argentina, Caja de Valores S.A.
On October 20, 2023, the Company decided to reopen the Class A CB, a procedure that allows offering in the market a negotiable security that replicates all conditions of the previously issued instrument, incorporating in this instance the interest rate determined in the original offering (7%) and bidding the price. As a result, the Company issued an additional US$10,000,000 for Class A CB, at an issue price of 102.9%. Thus, the total nominal value of Class A amounts to US$47,232,818.
On August 28, 2025, the Company decided to reopen the Class C CB, successfully issuing an additional US$ 39,067,309 at an issue price of 100.06%. Therefore, the total nominal value of Class C amounts to US$89,067,309.
On October 17, 2025, the Class B CB was fully redeemed.
Subsequent to the end of the fiscal year, on January 16, 2026, the Company executed the early redemption of the Class A CB, which included the full cancellation of the nominal value and accrued interest up to that date.
Receivables from CAMMESA
We hold receivables in the form of LVFVD for the unpaid balances from CAMMESA relating to the sale of electric power to CAMMESA from 2008 to 2011. For further information, see “Item 4.B. Business Overview—FONINVEMEM and Similar Programs”. Under the FONINVEMEM and similar arrangements, we are entitled to collect our receivables, including interest, in monthly installments over ten years starting from, the commercial launch date of the CVOSA combined cycle. For further information, see “Item 4.B. Business Overview—FONINVEMEM and Similar Programs”.
| 150 |
As a result of the Central Costanera acquisition, we have incorporated the portion of the CVO agreement that this company was entitled to receive for the LVFVD 2008-2011 receivables.
During 2025 and 2024 we collected Ps.97.85 billion and Ps.110.06 billion from CVO receivables, respectively, in each case measured in Pesos as of December 31, 2025.
Cash Flows
The following table sets forth our cash flows from our operating, investing and financing activities for the periods indicated:
| Year ended December 31, | |||||||
| (Ps. thousands ) | |||||||
| 2025 | 2024 | 2023 | |||||
| Net cash flows provided by operating activities | 411,206,670 | 339,689,208 | 359,842,814 | ||||
| Net cash flows used in investing activities | (276,439,696) | (216,934,471) | (182,127,542) | ||||
| Net cash used in financing activities | (96,240,745) | (144,447,536) | (228,467,520) | ||||
| Increase (Decrease) in cash and cash equivalents, net | 38,526,229 | (21,692,799) | (50,752,248) | ||||
Net Cash Provided by Operating Activities
2025 Compared to 2024
Net cash provided by operating activities increased 21.05% to Ps.411.21 billion for the year ended December 31, 2025, from Ps.339.69 billion for the year ended December 31, 2024. Net cash provided by operating activities is mainly explained by Ps.453.03 of net income for the period before income tax; partially offset by (i) non-cash Ps.134.63 billion loss on investments in entities measured at fair value; and (ii) non-cash Ps. 60.95 billion Reversal (Impairment) of property, plant and equipment and intangible assets and increased by the non-cash Ps. 87 billion loss from revaluation of biological assets.
2024 Compared to 2023
Net cash provided by operating activities decreased 5.60% to Ps. 339.69 billion for the year ended December 31, 2024, from Ps. 359.84 billion for the year ended December 31, 2023. Net cash provided by operating activities is mainly explained by a lower net income and a lower non-cash items compared to 2023 figures.
Net Cash Used in Investing Activities
2025 Compared to 2024
Net cash used in investing activities increased by 27.43% to Ps. 276.44 billion for the year ended December 31, 2025, from Ps. 216.93 billion for the year ended December 31, 2024. Net cash used in investing activities is mainly explained by Ps.295.41 billion in acquisitions of property, plant and equipment and inventory in 2025.
| 151 |
2024 Compared to 2023
Net cash used in investing activities increased by 19.11% to Ps. 216.93 billion for the year ended December 31, 2024, from Ps. 182.13 billion for the year ended December 31, 2023. Net cash used in investing activities is mainly explained by (i) Ps.187.46 billion in acquisitions of property, plant and equipment and inventory and (ii) Ps.41.67 billion in acquisitions of other financial assets, net, partially offset by (iii) Ps.10.71 billion generated by dividends collected and (iv) Ps.1.47 billion from the sale of property, plant and equipment, and (v) partially offset by the Ps.103.18 billion in acquisitions of associates in 2023.
Net Cash Used in Financing Activities
2025 Compared to 2024
Net cash used in financing activities decreased 33.37% to Ps.96.24 billion for the year ended December 31, 2025, compared to Ps.144.45 billion for the year ended December 31, 2024. Net cash used in financing activities is mainly explained by (i) Ps.183.79 billion in loans and other financial debts received and (ii) Ps.233.17 billion in loans and other financial debts paid.
2024 Compared to 2023
Net cash used in financing activities decreased 36.78% to Ps.144.47 billion for the year ended December 31, 2024, compared to Ps.228.47 billion for the year ended December 31, 2023. Net cash used in financing activities is mainly explained by (i) Ps.172.12 billion in loans and other financial debts paid; (ii) Ps.59.00 billion in interest and other financial costs and bank fees paid; and (iii) Ps.21.91 billion in dividends paid, partially offset by (i) Ps.84.97 billion in loans and other financial debts received and (ii) Ps.23.59 billion in net overdrafts received.
Capital Expenditures
The following table sets forth our capital expenditures for the years ended December 31, 2025, 2024 and 2023.
| Year ended December 31, | ||||||
| (in thousands of Ps.) | ||||||
| 2025 | 2024 | 2023 | ||||
| Land and buildings | 693,388 | 4,629,034 | 193,567,687 | |||
| Electric power facilities and other equipment | 162,740,865 | 83,355,101 | 201,859,888 | |||
| Wind turbines | __ | — | 576,890 | |||
| Turbines | __ | — | — | |||
| Construction in progress | 161,030,797 | 123,630,856 | 44,252,936 | |||
| Other | 11,251,937 | 22,872,250 | 6,123,005 | |||
| Total | 335,716,987 | 234,487,241 | 446,380,406 | |||
In the year ended December 31, 2025, we made total capital expenditures of Ps. 335.72 billion, compared to Ps. 234.49 billion in 2024. This amount is basically explained by capital expenditures applied to our projects under execution: the construction of San Carlos solar farm and the Brigadier Lopez conversion into a combined cycle, as well as the acquisition of the Cafayate solar farm.
| 152 |
Indebtedness
As of December 31, 2025, our total indebtedness was Ps.493.03 billion of which 98.17% was denominated in foreign currency, mostly in U.S. dollars. The following table shows our indebtedness as of such date:
| December 31, 2025 | ||||
| (in thousands of US$) | (in thousands of Ps.) | |||
| Non-Current debt | 239,093 | 348,936,328 | ||
| Current debt | 98,730 | 144,088,726 | ||
Borrowing from Kreditanstalt für Wiederaufbau (“KfW”)
On March 26, 2019 we entered into a loan agreement with KfW for an amount of up to US$56 million to finance the acquisition of two gas turbines, related equipment, and services relating to the Luján de Cuyo cogeneration plant project.
Under the terms of the agreement, the loan accrues interest at a rate equal to LIBOR plus 1.15%. Following the discontinuation of the LIBOR on June 30, 2023, the loan agreement was amended, replacing the LIBOR with SOFR plus a fixed spread of 0.26161%. The loan amortizes quarterly in 47 equal and consecutive installments, starting six months after the commissioning of the gas turbines and their equipment.
In accordance with the loan agreement, among other obligations, we must maintain a debt ratio of no more than 3.5:1.00 as of December 31 each year. As of December 31, 2025, we have complied with that requirement.
As of December 31, 2025, and 2024, the balance of this loan amounts to Ps. 28,977,209 thousand and Ps. 30,942,934 thousand, respectively.
Loans from the International Finance Corporation (“IFC”) and the Inter-American Investment Corporation (“IIC”)
On October 20, 2017, and January 17, 2018, CP La Castellana S.A.U. (“CP La Castellana”) and CP Achiras S.A.U. (“CP Achiras”), respectively, entered into loan agreements with: (i) the International Finance Corporation (“IFC”), acting on its own behalf, as an eligible hedging provider, and as implementing entity of the Managed Multilateral Loan Program; and (ii) the Inter-American Investment Corporation (“IIC”), acting as lender on its own behalf, as agent for the Inter-American Development Bank (“IDB”), and on behalf of the IDB as administrator of the Canadian Climate Fund for the Private Sector in the Americas (“C2F,” together with IIC and IDB, the “IDB Group,” and together with IFC, the “Senior Lenders”), structuring a series of loan agreements in favor of CP La Castellana and CP Achiras for a total principal amount of up to US$100,050,000 and US$50,700,000, respectively.
Under the terms of the agreement with CP La Castellana, US$5 million accrue interest at LIBOR plus 3.5%, and the remaining balance at LIBOR plus 5.25% until August 15, 2023. Following the discontinuation of the LIBOR on June 30, 2023, CP La Castellana, together with the IDB Group and IFC, amended the loan agreements on June 29, 2023, replacing LIBO with the Secured Overnight Financing Rate (SOFR) plus a fixed Credit Adjustment Spread (CAS) of 0.26161%, effective from August 15, 2023. The loan amortizes quarterly in 52 equal and consecutive installments, beginning February 15, 2019.
Under the terms of the agreement with CP Achiras, US$40.7 million accrues a fixed interest rate of 8.05% and the remaining balance at a fixed rate of 6.77%, with the loan amortizing quarterly in 52 equal and consecutive installments starting May 15, 2019.
| 153 |
In accordance with the loan agreements, and among other obligations assumed, the controlled entities CP La Castellana and CP Achiras committed to maintaining a Historical Senior Debt Service Coverage Ratio of at least 1.05:1.00. Furthermore, this ratio cannot fall below 1.20:1.00 for more than eight consecutive quarters. These ratios must be maintained until the project completion date and are calculated by dividing the sum of the EBITDA (as such term is defined under the relevant loan agreements) for the four most recent financial quarters prior to the calculation date by the sum of all scheduled debt payments due in those same four quarters.
Additionally, as security for their obligations, CP La Castellana and CP Achiras have granted IFC and IIC a first-ranking pledge over the financed assets. Other related agreements and documents, including the Guarantee and Sponsor Support Agreement (the “Guarantee Agreement,” under which we unconditionally and irrevocably guaranteed, as principal debtor, all payment obligations of CP La Castellana and CP Achiras until project completion), hedging contracts, a security trust, a mortgage, share pledge agreements, wind turbine pledge agreements, direct agreements, and promissory notes, have been executed.
On February 16, 2023, CP La Castellana and CP Achiras satisfied all conditions required to certify the project completion date, and consequently, the Guarantee Agreement granted by us was released.
Furthermore, we agreed to maintain, unless otherwise consented in writing by each senior lender, ownership and control of CP La Castellana and CP Achiras as follows: (i) until the project completion date, (a) to directly or indirectly hold at least seventy percent (70%) of the ownership of CP La Castellana and CP Achiras, and maintain control of CP La Castellana and CP Achiras, and (b) CP Renovables S.A. to directly hold ninety-five percent (95%) ownership of CP La Castellana and CP Achiras; and (ii) after the project completion date, the we must directly or indirectly maintain at least fifty-one percent (50.1%) ownership and control of CP La Castellana, CP Achiras, and CP Renovables, with CP Renovables maintaining control over CP La Castellana and CP Achiras. As a result of the merger by absorption between us and CP Renovables described in Note 16 to the Audited Consolidated Financial Statements, from October 1, 2025, the obligations originally assumed by CP Renovables are now fulfilled by us. Certain requirements to distribute dividends must also be met by CP Achiras and CP La Castellana.
As of December 31, 2025, the Group has complied with all requirements detailed in the loan agreements.
Under the security trust agreement, as of December 31, 2025 and 2024, there are restricted trade receivable balances of Ps. 6,440,433 thousand and Ps. 5,786,226 thousand, respectively.
As of December 31, 2025 and 2024, the outstanding balance of these loans amounts to Ps. 100,108,872 thousand and Ps.108,514,212 thousand, respectively.
Loans from the IFC and Banco de Galicia y Buenos Aires S.A.
On December 19, 2025, we entered into a loan agreement with the IFC for a total amount of up to US$300 million, comprising an A Loan of US$50.0 million, a B1 A Loan of US$50 million and a B1 B Loan of US$200 million (the “IFC Corporate Facility”). The IFC Corporate Facility is governed by the laws of the State of New York and is payable in U.S. dollars in New York in immediately available funds. The loans bear interest at a floating rate referenced to Term SOFR, plus an applicable margin of 4.15% per annum for the A Loan and the B1 A Loan, and 4.00% per annum for the B1 B Loan, and include customary fallback provisions in the event of a cessation of the reference rate. The loans are amortizable quarterly, with scheduled principal repayments beginning on March 15, 2028, and continuing through December 15, 2034, as set forth in the applicable amortization schedules.
Pursuant to the IFC Corporate Facility, the proceeds of the loans, once disbursed, are intended to be applied to finance the acquisition of 100% of the share capital of Piedra del Águila Hidroeléctrica Argentina S.A., the company holding the concession to operate the Piedra del Águila hydroelectric complex, and part of the development and implementation of the BESS Project, consisting of the installation of battery energy storage systems with an aggregate capacity of 150 MW in the Buenos Aires metropolitan area, as well as to cover related transaction costs and other uses permitted under the loan agreement.
| 154 |
We have agreed to maintain an Adjusted Interest Coverage Ratio of at least 2.00:1.00 and a Net Financial Debt to Adjusted EBITDA ratio (as such term is defined under the contract) of no more than 3.00:1.00, tested quarterly on a last twelve months consolidated basis. Any disputes arising under the IFC Corporate Facility are subject to the exclusive jurisdiction of New York state and federal courts located in Manhattan.
We received a first disbursement for US$50 million under this loan agreement on April 16, 2026. Our loans under the IFC Corporate Facilities contain customary covenants for facilities of this type, including: (i) certain limitations on consolidations, mergers and sales of assets; (ii) restrictions on incurring additional indebtedness; (iii) limitations on paying dividends; (iv) limitations on making capital expenditures and (v) restrictions on the incurrence of liens. Certain events of default and covenants in the IFC Corporate Facilities are subject to certain thresholds and exceptions described in the agreements relating to the IFC Corporate Facilities. We do not expect these restrictions to have a material impact on our ability to meet our cash obligations. The above-mentioned customary financial covenants will be in force after the loans are disbursed.
Upon execution of the financing agreement, certain costs amounting to US$5,720,000 related to the structuring and syndication of the loan became payable. Such amount was paid between January and February 2026. As from January 2, 2026, this loan accrues a 1% commitment fee, calculated on the undisbursed balances.
Additionally, on January 5, 2026, we entered into a bridge financing with Banco Galicia y Buenos Aires S.A. for an amount of US$200 million at an annual interest rate of 5% for a term of 180 days as from the disbursement date, which was effectively disbursed on January 6, 2026. In accordance with the provisions of the loan agreement, the funds obtained thereunder were used to purchase the shares of Piedra del Águila Hidroeléctrica Argentina S.A.
Loan from the IFC to the subsidiary Vientos La Genoveva S.A.U.
On June 21, 2019, Vientos La Genoveva S.A.U., one of our subsidiaries, entered into a loan agreement with the IFC, acting on its own behalf, as an eligible coverage provider, and as the implementing entity of the Managed Co-Lending Program (“MCPP”) administered by IFC, for an amount of US$76.1 million.
Under the terms of the agreement, this loan accrued interest at a rate equal to LIBO plus 6.50% until August 15, 2023. Due to the discontinuation of the LIBO rate on June 30, 2023, Vientos La Genoveva S.A.U., together with IFC, amended the agreement on June 14, 2023, replacing the LIBO rate with the SOFR plus a fixed Credit Adjustment Spread (“CAS”) of 0.26161%, effective August 15, 2023. The loan is amortizable quarterly in 55 installments starting November 15, 2020.
Pursuant to the loan agreement, among other obligations, the controlled company Vientos La Genoveva S.A.U. committed to maintain a Historical Senior Debt Service Coverage Ratio of at least 1.05:1.00. Additionally, this ratio cannot be less than 1.20:1.00 for more than eight consecutive quarters. This ratio is calculated by dividing the sum of EBITDA (as such term is defined under the loan agreement) for the four most recent financial quarters preceding the calculation date by the sum of all scheduled debt payments due during the same four quarters.
To secure its obligations, the controlled company Vientos La Genoveva S.A.U. maintains a first-ranking pledge over the financed assets in favor of IFC. Other related agreements and documents, such as the Guarantee and Sponsor Support Agreement (the “Guarantee Agreement,” under which we guaranteed fully, unconditionally, and irrevocably, as principal debtor, all payment obligations of Vientos La Genoveva S.A.U. until the project reached its completion date), hedging contracts, security trust, share pledge agreements, wind turbine guarantees, direct agreements, and promissory notes, were also executed.
Under the Guarantee Agreement, among other obligations, we committed to maintain, until the project completion date, (i) a debt-to-equity ratio of no more than 3.5:1.00; and (ii) an interest coverage ratio of no less than 2.00:1.00. Additionally, we agreed, under certain conditions, to make capital contributions to Vientos La Genoveva S.A.U.
| 155 |
On November 29, 2024, Vientos La Genoveva S.A.U. met all requirements and conditions necessary to recognize the project completion date, and therefore the Guarantee Agreement granted by CPSA was released.
Finally, certain requirements must be met by Vientos La Genoveva S.A.U. to be able to distribute dividends.
As of December 31, 2025, the Group has complied with all the requirements established in the loan agreement.
Pursuant to the signed security trust agreement, as of December 31, 2025 and 2024, the balances of trade receivables with specific assignment amounted to Ps. 3,020,608 thousand and Ps. 3,010,092 thousand, respectively. The loans balances as of December 31, 2025 and 2024 was Ps. 76,070,395 thousand and Ps. 76,978,928 thousand, respectively.
Loans from Banco de Galicia y Buenos Aires S.A. to Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.)
On July 23, 2019, our subsidiary Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) entered into a loan agreement with Banco de Galicia y Buenos Aires S.A. for an amount of US$37.5 million.
Under the terms of the agreement, this loan accrued interest at LIBOR plus 5.95%. Due to the discontinuation of the LIBOR on June 30, 2023, Vientos La Genoveva II S.A.U. and Banco de Galicia y Buenos Aires S.A. executed an amendment on July 21, 2023, replacing the interest rate with SOFR plus a fixed CAS of 0.42826%, effective July 24, 2023. The loan is amortizable quarterly in 26 installments, starting from the ninth calendar month after the disbursement date.
Under this loan agreement, the controlled company Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) committed to maintain: (i) a financial debt to EBITDA (as such term is defined under the loan agreement) ratio below 3.75 until the end of June 2025, and below 2.25 thereafter; and (ii) an EBITDA-to-financial debt service ratio above 1.00 until the end of June 2025, and above 1.10 thereafter, both until full repayment of the amounts owed.
On June 18, 2025, following an amendment extended by Banco de Galicia y Buenos Aires S.A. related to the merger by absorption of CPRES, CP Manque S.A.U., and CP Los Olivos S.A.U., Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.)committed to maintain: (i) a financial debt to EBITDA ratio (as such term is defined under the loan agreement) below 3.75; and (ii) an EBITDA-to-financial debt service ratio above 1.00, both until full repayment of the amounts owed.
Certain requirements must also be met by this subsidiary to distribute dividends. As of December 31, 2025, the subsidiary has complied with the mentioned requirements.
On May 24, 2019, CPRES (a company now absorbed by Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) entered into a loan agreement with Banco de Galicia y Buenos Aires S.A. for US$12.5 million to finance the construction of the “La Castellana II” wind farm. Under the terms of the agreement, this loan accrues fixed interest of 8.5% during the first year, increasing by 0.5 percentage points annually up to the sixty-first interest period, and is amortizable quarterly in 25 installments starting May 24, 2020.
Under the loan agreement, CPRES had committed to maintain certain financial ratios until full repayment of the amounts owed. From June 29, 2024, to June 28, 2025, CPRES obtained waivers regarding these ratios and other contractual obligations, in relation to the wind farm incident included under “other operating expenses” line item of the statement of income for the year ended December 31, 2024. Following the corporate reorganization by which CPRES was absorbed by Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.), from June 18, 2025, the ratios to be maintained are those previously mentioned for the loan to Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.)
| 156 |
To secure its obligations, Vientos La Genoveva II S.A.U. maintains a first-ranking pledge over the financed assets in favor of Banco de Galicia y Buenos Aires S.A.
Other related agreements and documents, such as the Guarantee (under which CPSA fully, unconditionally, and irrevocably, as principal debtor, guaranteed all payment obligations of Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) and CPRES until full repayment of the guaranteed obligations or until the project reached its completion date, whichever occurs first), share pledge agreements, wind turbine guarantees, direct agreements, and promissory notes, have also been executed.
On September 3, 2021, Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) and CPRES met all requirements and conditions necessary to recognize the project completion date, and therefore the Guarantee granted by the Company was released.
As of December 31, 2025, and 2024, the balances of these loans amounted to Ps. 9,378,822 thousand and Ps. 19,501,863 thousand, respectively.
Loan from Mitsubishi Corporation to our subsidiary Central Costanera S.A. (“CECO”)
On November 29, 1996, CECO entered into an Agreement with Mitsubishi Corporation for the installation of a combined cycle power station. The original agreement included a US$192.5 million financing in 12 years counted as from the provisional reception of the project, with an annual 7.42% fixed rate and a semester capital and interest amortization.
On October 27, 2014, Central Costanera S.A. and Mitsubishi Corporation agreed on the restructuring of such liabilities. Among the main restructuring conditions, the following stand out: accrued and accumulated interest remission as of September 30, 2014 for the amount of US$66,061,897; the rescheduling of capital due date for the amount of US$120,605,058 for an 18-year term, with a 12-month grace period, which must be totally paid before December 15, 2032; a minimum annual payment of US$3,000,000 in concept for capital, in quarterly installments; an annual 0.25% fixed rate; and certain dividend payment restrictions were agreed on.
Considering the restrictions imposed by the Argentine Central Bank described on Note 22 of our Audited Consolidated Financial Statements, several amendments to the loan agreement were entered into as from September 30, 2020.
The loan considers certain financial restrictions, which as of December 31, 2025, have been completely fulfilled by CECO. Moreover, as guarantee of the obligations undertaken, CECO maintains a first-ranking registered pledge over the financed asset in favor of Mitsubishi Corporation, the amount of which has varied depending on the refinancing obtained.
As of December 31, 2025, the balances of this loan amounted to Ps. 48,716,391 thousand and Ps. 45,359,218 thousand respectively.
Loan from Banco Santander International to our subsidiary Cordillera Solar S.A.
On October 18, 2023, our subsidiary Cordillera Solar agreed to enter, as borrower, into a financing with Banco Santander International for an amount of US$40 million at an annual rate of 6.5%, with a 24-month maturity. On October 20, 2025, the loan was fully repaid upon its maturity.
Central Puerto S.A. Program of Corporate Bonds
See Item 5.B "Liquidity and Capital Resources—Corporate Bonds”.
| 157 |
Item 5.C Research and Development, patents and licenses, etc.
We do not have any significant policies or projects relating to research and development, and we own no patents or licenses.
Item 5.D Trend Information
The following discussion includes forward-looking statements based on our management’s current beliefs, expectations and estimations. Forward-looking statements involve inherent risks and uncertainties. Our future operating and financial performance may differ materially from these forward-looking statements, including due to many factors outside of our control. We do not undertake any obligation to update forward-looking statements in the event of changed circumstances or otherwise. For further information, see “Forward-Looking Statements” and “Item 3.D.—Risk Factors” in this annual report.
We expect our operating and financial performance in the future to benefit from the increase of our power generation capacity.
As of the date of the date of this annual report, works for the BESS are ongoing and expected to be concluded by the end of 2026. See “Item 4. Information on the Company—Recent Developments—Battery Energy Storage System (BESS) Projects”. We have also successfully participated in the SE’s auction for 500 MW of BESSs.
Although we have no control over pricing and tariffs, the changes made to the Spot Sales Regulatory Framework may help the Argentine Government’s fiscal deficit reduction, since it may reduce the subsidies that the sector has so far required. See “Item 3.D. Risk Factors—Risks Relating to the Electric Power Sector in Argentina—The Argentine Government has intervened in the electric power sector in the past and is likely to continue intervening” and “Item 3.D.—Risk Factors—Risks Relating to Our Business—Our results depend largely on the compensation established by the Secretariat of Energy and received from CAMMESA”.
In terms of the performance of our plants, we estimate that our existing plants will achieve availability factors consistent with their average historical performances over the past ten years and in the case of our combined cycle units that the plants will achieve availability factors consistent with the assurances provided by our vendors.
A substantial portion of our remuneration is currently based on fixed capacity and not generation levels. Our power plants are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business and financial performance”.
Regarding collections from CAMMESA, it is important to highlight that the CAMMESA payments corresponding to December 2023, and January and February 2024 experienced significant delays. Such delays not only affected our immediate liquidity but also created uncertainty in short-term financial planning. Despite these challenges, we managed to reach an agreement on May 24, 2024, to settle the debts, although this resulted in a considerable consolidated loss due to the lower market value of the bonds used for payment. See "Item 5.B. —Liquidity and Capital Resources—Receivables from CAMMESA".
We intend to continue focusing on improving our efficiency, not only with regards to the management of the generation units, but also in the administration of our resources, in order to continue working towards positioning ourselves as one of the leading companies in the electrical and forestry sectors in Argentina. In the past years, we have also increased our number of employees as a result of our recent acquisitions and expansion projects, but we believe that wages will remain in line with current levels; additionally, we are currently merging several of our subsidiaries to streamline operations and enhance efficiency. We cannot assure you that our operating or other costs will not increase at higher rates. See “Item 3.D. Risk Factors—Risks Relating to Argentina—Government measures, as well as pressure from labor unions, could require salary increases or added benefits, all of which could increase companies’ operating costs,” “Item 3.D.—Risk Factors Relating to Our Business—We could be affected by material actions taken by the trade unions,” “Item 3.D.—Risk Factors—Risks Relating to the Electric Power Sector in Argentina—We operate in a heavily regulated sector that imposes significant costs on our business, and we could be subject to fines and liabilities that could have a material adverse effect on our results of operations” and “Item 3.D.—Risk Factors—Risks Relating to Our Business—Our ability to generate electricity at our thermal generation plants partially depends on the availability of natural gas and, to a lesser extent, liquid fuel”.
| 158 |
With the aim of diversifying our risk and sources of revenues, we acquired an equity stake in AbraSilver. As of the date of this annual report, we have a 9.9% participation in such company. Moreover, in December 2024 we acquired a 27.5% stake in the 'Tres Cruces' lithium mining project in Catamarca. We further acquired an additional 7.5% stake in such mining project in January 2026.
Item 5.E Critical Accounting Estimates
See Note 2.3 to our Audited Financial Statements—Significant accounting estimates and assumptions.
Item 6 Directors, Senior Management and Employees
Item 6.A Directors and senior management
Board of Directors
We are managed by our Board of Directors in accordance with the Argentine Corporate Law. Our Board of Directors makes management decisions, as well as those expressly set forth in the Argentine Corporate Law, our bylaws and other applicable regulations. In addition, our Board of Directors is responsible for carrying out shareholders’ resolutions and fulfilling particular tasks expressly delegated by the shareholders.
According to our bylaws, our Board of Directors must be composed of nine directors for three-year periods and its composition shall be renewed by one-third of the members. Our shareholders may also appoint an equal or lesser number of alternate directors. As of the date of this annual report, and until the shareholders’ meeting approving our consolidated financial statements for the fiscal year ended December 31, 2025, is held, our Board of Directors is composed of nine directors and eight alternate directors. All our directors reside in Argentina.
In the above-mentioned shareholders’ meeting, the appointment of the members of our Board of Directors will proceed in such a way that it is integrated in accordance with article 17 of our bylaws and the directors will be appointed with differentiated terms of office. Directors and their alternates are appointed for a term of one year by our shareholders during our annual shareholders’ meetings. Directors may be reelected. Shareholders are entitled to elect up to one-third of the vacant seats by cumulative voting pursuant to Section 263 of the Argentine Corporate Law. Pursuant to Section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders’ meeting where directors are appointed.
The latest election relating to our Board of Directors took place at the ordinary shareholders’ meeting held on April 30, 2024, and the latest version of our bylaws was approved on June 30, 2022, and registered with the Public Registry of the City of Buenos Aires on December 29, 2022. See “Item 10.B. Memorandum and articles of association—Statutory Provisions concerning our Board of Directors”.
During the first board meeting after directors have been appointed, they must appoint a chairman and vice-chairman of the board. The vice-chairman would automatically and temporarily replace the chairman in the event that the chairman is absent, resigns, dies, is incapacitated or disabled, removed or faces any other impediment to serve as chairman. A new chairman must be elected within ten days from the seat becoming vacant. The election of a new chairman must take place only if the situation that gives rise to the re-election is expected to be irreversible during the remaining term of office.
| 159 |
According to Section 26 of our bylaws, our Board of Directors has the broadest powers and authorities in connection with our direction, organization and administration, with no limitations other than those set forth by the applicable laws and regulations. The chairman is our legal representative.
The following table sets forth the current composition of our Board of Directors:
|
Name |
Title |
Date of first appointment to the board |
Date of expiration of current term |
Date of birth |
|||||
| Osvaldo Arturo Reca | Chairman of the Board | April 30, 2024 | December 31, 2026 | December 14, 1951 | |||||
| Miguel Dodero | Director | September 21. 2015 | December 31, 2025 | February 16, 1955 | |||||
| José Luis Morea* | Director | April 30, 2019 | December 31, 2025 | October 9, 1954 | |||||
| Tomás José White* | Director | April 27, 2018 | December 31, 2025 | May 18, 1957 | |||||
| Marcelo Atilio Suva | Director | July 22, 2008 | December 31, 2027 | July 27, 1948 | |||||
| Jorge Eduardo Villegas* | Director | April 28, 2017 | December 31, 2027 | January 9, 1949 | |||||
| Martina Blanco | Director | April 29, 2022 | December 31, 2027 | October 18, 1987 | |||||
| Martín Lhez* | Director | April 29, 2022 | December 31, 2026 | April 21, 1968 | |||||
| Diego Gustavo Petracchi | Director | April 27, 2018 | December 31, 2026 | July 17, 1972 | |||||
| José Manuel Ortiz | Alternate Director | April 15, 2009 | December 31, 2025 | August 6, 1960 | |||||
| Adrián Gustavo Salvatore | Alternate Director | April 27, 2018 | December 31, 2025 | April 26, 1967 | |||||
| Martín Orozco* | Alternate Director | April 28, 2023 | December 31, 2025 | October 1, 1965 | |||||
| Mario Elizalde | Alternate Director | July 11, 2007 | December 31, 2027 | July 26, 1954 | |||||
| José Manuel Pazos | Alternate Director | April 30, 2019 | December 31, 2027 | September 14, 1971 | |||||
| Alejo Villegas* | Alternate Director | April 30, 2021 | December 31, 2027 | February 16, 1980 | |||||
| Ramón Nazareno Ulloa* | Alternate Director | April 29, 2022 | December 31, 2026 | August 13, 1960 | |||||
| Fernando Roberto Bonnet | Alternate Director | April 30, 2024 | December 31, 2026 | March 23, 1977 |
| __________________ |
| Notes:- |
| * | Independent directors according to CNV Rules, which differ from NYSE requirements for U.S. issuers. Note: Notwithstanding expiration of current term, under the company, bylaws, directors continue to serve in their capacity until the next shareholders’ meeting. |
The following are the academic and professional backgrounds of the members of our Board of Directors. The business address of each of the members of our Board of Directors is Avda. Thomas Edison 2701, Buenos Aires, Argentina.
Osvaldo Arturo Reca holds a degree in Engineering from Universidad Católica Argentina. He also received an advanced degree in 1977 from North Carolina State University in the United States. He has been a member of our Board of Directors since 2011. From 1980 to 1984, he was a shareholder and director of Ingeniería de Avanzada S.A., a company dedicated to the installation of sanitary and gas systems for residential developments. From 1984 to 1989, he served as general manager of Dufalp S.A., a leading company in the garment industry (“Dufour” was its main brand). From 1989 to 2002, Mr. Reca worked as commercial, operational, and planning manager at Alpargatas S.A., a leading company in the garment and footwear industry. He then developed an agricultural project for the production of cereals and oilseeds. He also served as vice president of HPDA from 2012 to 2015 and as a director of Transportadora de Gas del Norte S.A., Edesur S.A., and PB Distribución S.A. In addition, he currently serves as chairman of the board of Central Puerto S.A., Central Costanera S.A., Inversora de Gas del Centro S.A., Distribuidora de Gas del Centro S.A., Energía Sudamericana S.A., and is a director of RPS Consultores S.A. and Distrilec S.A.
| 160 |
Miguel Dodero holds a degree in Business Administration from the Universidad de Buenos Aires. He has been a member of our Board of Directors since 2015. He has previous work experience at Agencia Marítima Dodero S.A. and Compañía Argentina de Navegación Intercontinental S.A. He served as chairman of Dodero Inmobiliaria y Mandataria S.A. from 1990 to September 2014. Mr. Dodero has been chairman of M. Dodero Compañía de Servicios S.A. since 1989 and of Full Logistics S.A. since 2008, as well as a shareholder of both companies. In addition, he currently serves as a director of Ecogas Inversiones, DGCU and DGCE.
Martina Blanco holds a degree in Business Administration and a postgraduate degree in Marketing from the Universidad Católica Argentina. She has worked as marketing manager in the food industry for 10 years and currently serves as a creative strategist at a digital agency.
José Luis Morea holds a degree in Political Science from the Universidad Católica Argentina. He completed postgraduate studies in SME Management at IAE. Between 1980 and 1990 he held executive positions in communication companies, mainly in Editorial Atlántida and Videomega. From 1990 to 1995 he served as Executive Director in San Ciriaco, with operations in the agricultural sector, and later as General Manager of Espro S.A., a company dedicated to the production and export of agriculture products. From 1999 to 2001 he became General Manager of Tecnovital S.A., a fruit export company. In 2001, he founded North Bay Argentina S.A., a company in which he serves as Chairman and General Manager. North Bay S.A. has become one of the main blueberry exporters and producers in Argentina. Together with other partners, he created Servifrío Ezeiza SA, a logistics and cold storage company in which he serves as Director. He is also Director of North Bay Peru S.A. and of North Bay Produce Inc. in the United States. He served in this group until 2013. In 2014 he joins La Gloriosa SA as Blueberries Project Manager, developing a high-tech enterprise in Virasoro, Corrientes, until December 2018. Between 2016 and 2018 he served as Director of Transportadora de Gas Cuyana. He has been a member of our Board of Directors since 2019. Since 2020, he has been a consultor in projects and high-tech agricultural developments for Adblick Hidroponia S.A. and Club Agtech S.A. and as Project Leader in Vegetable Proteins.
Martin Lhez holds a degree in Architecture from the Universidad de Buenos Aires. He is an independent contractor with more than 25 years of experience in the architecture and construction sector. He is currently a partner at Brick Studio Buenos Aires, an architecture and design company.
Diego Gustavo Petracchi holds a degree in Economics from the Universidad Católica Argentina and a master’s degree in Science of Management (Sloan Program) from Stanford University. He is the founder and currently serves as Chief Executive Officer of Yugen S.A. (We Care), a premium Senior Living company. From 2006 to 2015, he was a director of NDM Holding (Valle de las Leñas S.A.), a Company engaged in tourism, real state and agribusiness. He has also served as a director of Nieves de Mendoza S.A., Santa Rosa del Monte S.A., Rio Lobo S.A., Valles Mendocinos S.A. In addition, from 1995 to 2006, he worked in different positions, including Vice President, in Prefinex S.A., a company that provides financial advisory services.
Tomás José White holds a degree in Accounting from the Universidad Católica Argentina. From 1977 to 1984 he served as director in several private companies in the construction industry, such as Bemba S.A., Sumarge S.A. and Din S.A. From 1996 to 1998 he also served as a director of Empresa Amanco SA. Since 2000 he is the chairman of Celestal SAIC. Since 2019 he owns interests and is the chairman of BEP SRL, a company involved in the plastic industry.
Jorge Eduardo Villegas holds a degree in Law from the Universidad de Buenos Aires. Since his graduation, he has worked as a lawyer in the private sector, independently through his own law firm, Estudio Jorge Villegas & Asociados. Mr. Villegas also currently serves as the chairman of Agropecuaria Los Potros S.A.
Marcelo Suvá holds a degree in Economics from the Universidad Católica Argentina. He has served as alternate director of our Board of Directors since 2008. Since 2020 he has served as vice president of CEPU. He was shareholder of Coinvest SA, a private equity company, as well as of MBA Banco de Inversiones S.A. (currently known as Lazard Argentina SA), a leading Argentine investment bank, where he was also member of its Board of Directors and took part in various M&A transactions. He also served as Director of HNQ. Distrilec Inversora S.A.
| 161 |
He also serves as director of Distrilec Inversora S.A. and alternate Director of Ecogas Inversiones, DGCU, DGCE and RPS Consultores S.A. He currently serves as chairman of the Governing Board at Universidad Austral.
Mario Elizalde is an Agricultural Production Engineer, graduated from the Argentine Catholic University, holds a Master of Science degree from Texas A&M University and in 2018 graduated as a Secondary and University Professor at the Austral University. Between 1995 and 1999, Mr. Elizalde served as General Manager of Call Center S.A., a Citicorp Equity Investments (CEI) Value Added Telecommunications Services company. From 1982 to 2010, he was Manager and Agricultural Advisor of Sociedad Lanz, for the Administration of Agribusiness in the provinces of Buenos Aires and La Pampa. In addition, from 2000 to 2007, he served as Executive Director of Telinver S.A., a Telefónica Group company. Subsequently and after the merger by absorption of Telinver S.A. in 2008, he served as Executive Director and Property Manager of the company’s operations in Chile, Peru and Argentina until 2015. From July 2007 to September 2015, he held the position of Director of Central Puerto S.A., as well as Member of the Audit Committee and President of the same during the years 2012 and 2013. During 2017 and 2018 he was Alternate Director of Compañías Central Puerto S.A. and Distribuidora de Gas Cuyana. Since 2019 he has been teaching History of Economic Thought classes at the Faculty of Business Sciences of the Austral University. As of May 2022, he is the Independent Principal Director of Central Puerto S.A.
Martín Orozco is a public auctioneer, who graduated from the Escuela Argentina Modelo high school. He currently works as an agricultural and forestry producer. He founded Fundación ZORBA, an organization for the purpose of environmentalism and animal rescue and is a columnist for the newspaper LA NACION since 2022.
Ramon Ulloa is an engineer graduated from the Universidad Tecnológica Nacional Argentina, with an MBA from the Instituto de Altos Estudios Empresariales (IAE). He is also an insurance producer registered in the National Superintendence of Insurance -Mat 47.816. He is a businessman, Vice President of La Suerte Rural SA, an agricultural and livestock company and partner of Triptico 2021 SRL, a company dedicated to real estate projects. He is also a founding partner of Xtreme RU Broker de seguros SRL. He is an insurance advisor, with more than 40 years of experience in the market, where he has worked in insurance companies as well as in international insurance brokers. He is currently working with Aon Broker as a business advisor.
Adrián Gustavo Salvatore holds a degree in law from the Universidad de Buenos Aires and an MBA in a joint degree from the Universidad del Salvador (Argentina) and the Universidad de Deusto (Spain). From 1993 to 1997 he worked at the legal and regulatory department of ESEBA, where he was in charge of the process of privatizing the company. From 1997 to 2003, he worked as legal manager at COMESA, Comercializadora de Energía, and in 2003 he joined the law firm Bruchou, Fernández Madero, Lombardi & Mitrani, as part of their regulatory and public services department. He has worked in the regulatory department of Central Puerto since 2008, he served as a Director in CAMMESA (Compañía Administradora del Mercado Mayorista Eléctrico) from 2008 to 2014 and he currently serves as Institutional Relations Director. He has served as President in or former subsidiary CP Renovables S.A., Proener S.A.U., Forestal Argentina S.A., Loma Alta S.A., Empresas Verdes Argentinas S.A., Estancia Celina S.A., Las Misiones S.A., Cordillera Solar S.A., and CP Servicios Renovables S.A.U. since 2024. He has also served as Vicepresident in CP Manque S.A.U., and CP Olivos S.A.U., and in Vuelta de Obligado S.A. since 2023. He has served as Director in CP Achiras S.A.U., CP Energy Solutions S.A.U., Vientos La Genoveva S.A.U., Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.), CP La Castellana S.A.U., and Puerto Energia S.A.U. since 2024, and in Termoelectrica Jose de San Martin S.A. since 2023.
José Manuel Pazos holds a degree in law from the Universidad Católica Argentina. He also holds a postgraduate degree in Utilities’ Economic Regulation from the Universidad Austral. He has served as General Counsel, Head of Legal Area and alternate director of our Board of Directors since 2015. From 1997 to 2002, he served as lawyer of the Argentine Secretariat of Energy and Emprendimientos Binacionales S.A. (EBISA), and, from 2003 to 2014, he worked for the law firm, Bruchou, Fernández Madero & Lombardi. Between 2007 and 2008, he worked for Simpson Thacher & Bartlett LLP in New York. Currently he serves as alternate director of Central Puerto S.A., Distrilec Inversora S.A., CP Achiras S.A.U., CP La Castellana S.A.U., Puerto Energía S.A.U. and Vientos La Genoveva S.A.U.
| 162 |
José Manuel Ortiz holds a degree in Industrial Engineering from Universidad Católica Argentina and holds a Master of Business Administration from the University of Michigan at Ann Arbor. Mr. Ortiz is a co-founder of Cono Sur Capital, a private equity firm with investments in transportation and logistics in Uruguay and in the pharmaceutical sector in Argentina. Since 2016 he serves as Principal of Cono Sur Inversiones, a commercial bank regulated by Argentina’s CNV. In 2000, he co-founded Coinvest Argentina, a private equity firm that invested in power distribution and generation, consumer retail, and telecommunication companies. From mid-1992, soon after its incorporation, and until December 1999, Mr. Ortiz acted as Managing Director of The Exxel Group. At Exxel, he had responsibility of analyzing, negotiating and closing acquisitions in diverse business sectors, as well as monitoring investments, including the design and execution of roll-up strategies. From 1984 to 1992, Mr. Ortiz held operations, planning and financial management positions, including the development and subsequent negotiation of steel supply, logistics and transportation agreements with U.S., European and Brazilian companies, for the Techint Group, one of the largest corporations in Argentina.
Alejo Villegas is a lawyer graduated from the Universidad Católica Argentina in 2006. Since then, he has worked as an independent professional advising clients in the private sector. He has been part of the Jorge Eduardo Villegas Law Firm since 2002, specializing in advising on Civil and Commercial Law. He is registered with the Federal Capital Bar Association and with the San Isidro Bar Association. He is currently a member of the Directory of commercial companies that develop activities related to agriculture and tourism.
Fernando Roberto Bonnet is a Public Accountant from the Universidad Nacional de Buenos Aires. Additionally, between 2009 and 2010, he completed a postgraduate course in Executive Business Administration at IAE Business School of Universidad Austral. Since April 1, 2021, he has served as Executive Director of the Company, having held the position of Chief Operations Officer from March 2020 to March 2021, Chief Financial Officer from 2010 to March 2020, and Tax Manager from 2008 to 2010. Previously, he also held the position of Tax Director at Ernst & Young Argentina. Currently, Mr. Bonnet is an alternate director of CP Achiras S.A.U., Puerto Energía S.A.U., Vientos La Genoveva S.A.U. and Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.).
Family Relationships
Mr. Juan Antonio Nicholson is the father of Lucas Nicholson, respectively serving as Syndic and Alternate Syndic on our Supervisory Committee.
Duties and Liabilities of Directors
Directors have the obligation to perform their duties with the loyalty and the diligence of a prudent businessperson. Under Section 274 of the Argentine Corporate Law, directors are jointly and severally liable to the company, the shareholders and third parties for the improper performance of their duties, for violating any law or the bylaws or regulations, if any, and for any damage to these parties caused by fraud, abuse of authority or gross negligence. The following are considered integral to a director’s duty of loyalty: (i) the prohibition on using corporate assets and confidential information for private purposes; (ii) the prohibition on taking advantage, or allowing another to take advantage, by action or omission, of the business opportunities of the corporation; (iii) the obligation to exercise board powers only for the purposes for which the law, the corporation’s bylaws or the shareholders’ or the board of directors’ resolutions were intended; and (iv) the obligation to take strict care so that acts of the board do not go, directly or indirectly, against the corporation’s interests. A director must inform the board of directors and the Supervisory Committee of any conflicting interest he or she may have in a proposed transaction and must abstain from voting thereon.
In general, a director will not be held liable for a decision of the board of directors, even if that director participated in the decision or had knowledge of the decision, if (i) there is written evidence of the director’s opposition to the decision and (ii) the director notifies the Supervisory Committee of that opposition. However, both conditions must be satisfied before the liability of the director can be contested before the board of directors, the Supervisory Committee or the shareholders or relevant authority or the commercial courts.
| 163 |
Section 271 of the Argentine Corporate Law allows directors to enter into agreements with the company that relate to such director’s activity and under arms’ length conditions. Agreements that do not satisfy any of the foregoing conditions must have prior approval of the board of directors (or the Supervisory Committee in the absence of board quorum) and must be notified to the shareholders at a shareholders’ meeting. If the shareholders reject the agreement, the directors or the members of the supervisory committee, as the case may be, shall be jointly and severally liable for any damages to the company that may result from such agreement. Agreements that do not satisfy the conditions described above and are rejected by the shareholders are null and void, without prejudice to the liability of the directors or members of the Supervisory Committee for any damages to the company.
The acts or agreements that a company enters into with a related party involving a relevant amount shall fulfill the requirements set forth in Section 72 and 73 of Argentine Capital Markets Law. Under Section 72, the directors and syndics (as well as their ascendants, descendants, spouses, brothers or sisters and the companies in which any of such persons may have a direct or indirect ownership interest) are deemed to be a related party. A relevant amount is considered to be that which exceeds 1.00% of the net worth of the company as per the latest balance sheet. The board of directors or any of its members shall require from the audit committee a report stating if the terms of the transaction may be reasonably considered adequate in relation to normal market conditions. The company may proceed with the report of two independent evaluating firms that shall have informed them about the same matter and about the other terms of the transaction. The board of directors shall make available to the shareholders the report of the audit committee or of the independent evaluating firms, as the case may be, at the main office on the business day after the board’s resolution was adopted and shall communicate such fact to the shareholders of the company in the respective market bulletin. The vote of each director shall be stated in the minutes of the board of directors approving the transaction. The transaction shall be submitted to the approval of the shareholders of the company when the audit committee or both evaluating firms have not considered the terms of the transaction to be reasonably adequate in relation to normal market conditions. In the case where a shareholder demands compensation for damages caused by a violation of Section 73, the burden of proof shall be placed on the defendant to prove that the act or agreement was in accordance market conditions or that the transaction did not cause any damage to the company. The transfer of the burden of proof shall not be applicable when the transaction has been approved by the board of directors with the favorable opinion of the audit committee or the two evaluating firms.
We may initiate causes of action against directors if so decided at a meeting of the shareholders. If a cause of action has not been initiated within three months of a shareholders’ resolution approving its initiation, any shareholder may start the action on behalf of and on the company’s account. A cause of action against the directors may be also initiated by shareholders who object to the approval of the performance of such directors if such shareholders represent, individually or in the aggregate, at least 5.00% of the company’s capital stock.
Except in the event of our mandatory liquidation or bankruptcy, shareholder approval of a director’s performance, or express waiver or settlement approved by the shareholders’ meeting, terminates any liability of a director vis-à-vis the company, provided that shareholders representing at least 5.00% of the company’s capital stock do not object and provided further that such liability does not result from a violation of law or the company’s bylaws.
Under Argentine law, the board of directors is in charge of the company’s management and administration and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine Corporate Law, the company’s bylaws and other applicable regulations. Furthermore, the board of directors is responsible for the execution of the resolutions passed in shareholders’ meetings and for the performance of any particular task expressly delegated by the shareholders.
Meetings, Quorum, Majorities
Pursuant to Section 23 of our bylaws, our Board of Directors’ meetings require a quorum of an absolute majority of its members. Our Board of Directors functions and acts upon the majority vote of its members present at its meetings either physically or via videoconferencing.
Our Board of Directors’ minutes must be drafted and signed by directors and syndics who are present at the meeting within five days from the date on which it was held. Members of our Supervisory Committee must register in the minutes the names of the directors who have participated in the meeting remotely and that the decisions made therein were made in accordance with the law. The minutes must include the statements from directors participating in person and remotely and must state their respective votes on each decision made.
| 164 |
The chairman, or the individual acting in lieu of the chairman pursuant to applicable law, may call meetings when deemed convenient, or when so required by any director or the supervisory committee. The meeting must be called within five days from the request; otherwise, the meeting may be called by any of the directors. Our Board of Directors’ meetings must be called in writing and notice thereof must be given to the address reported by each director. The notice must indicate the date, time and place of the meeting and the meeting agenda. Business that is not included in the notice may be discussed at the meeting only to the extent all permanent directors are present and have cast their unanimous vote.
Independence Criteria of Directors
In accordance with the provisions of Section 4, Chapter I, Title XII “Transparencia en el Ámbito de la Oferta Pública” and Section 11, Chapter III, Title II “Órganos de Administración y Fiscalización, Auditoría Externa” of the CNV Rules, we are required to report to the shareholders’ meeting, prior to vote the appointment of any director, the status of such director as either “independent” or “non-independent”. At present José Luis Morea, Tomas José White, Jorge Eduardo Villegas, Alejo Villegas, Martín Lhez, Martín Orozco and Ramón Nazareno Ulloa are independent members of our Board of Directors according to the criteria established by the CNV, which may differ from the independence criteria of the NYSE and NASDAQ. See “Item 6.—Audit Committee” for further details about independence requirements of the members of our Audit Committee at the time of the offering.
Corporate Governance
We have adopted a corporate governance code to effect corporate governance best practices, which are based on strict standards regarding transparency, efficiency, ethics, investor protection and equal treatment of investors. The corporate governance code follows the guidelines established by the CNV. We have also adopted a Code of Business Conduct designed to establish guidelines with respect to professional conduct, morals and employee performance.
Senior Officers
The following table sets forth the current composition of our management team:
|
Name |
Title |
Date of first appointment to position |
Date of birth |
||||
| Fernando Roberto Bonnet | CEO | 2021 | March 23, 1977 | ||||
| Enrique Terraneo | CFO | 2021 | October 13, 1974 | ||||
| Alberto Francisco Minnici | Production and Combined Cycle Plant Manager | 2015 | April 14, 1965 | ||||
| José María Saldungaray | Fuel Supply Planning Manager | 2014 | February 18, 1967 | ||||
| Justo Pedro Sáenz | Administration Manager | 2007 | May 2, 1958 | ||||
| José Manuel Pazos | General Counsel, Head of Legal Area | 2015 | September 14, 1971 | ||||
| Gabriel Omar Ures | Commercial Director | 2018 | December 31, 1978 | ||||
| Leonardo Marinaro | Legal Affairs Manager | 2007 | April 25, 1963 | ||||
| Javier Alejandro Torre | Human Resources Manager | 2016 | April 19, 1967 | ||||
| Adrián Gustavo Salvatore | Institutional Relations Director | 2019 | April 26, 1967 | ||||
| Martín Fernández Barbiero | Compliance and Internal Audit Manager | 2009 | April 28, 1971 | ||||
| Leonardo Katz | Strategic Planning Director | 2020 | March 24, 1970 |
| 165 |
The following are the academic and professional backgrounds of our senior management. The business address of each of the members of our senior management team is Avda. Thomas Edison 2701, Buenos Aires, Argentina.
Enrique Terraneo holds a degree in Accounting from the Universidad Nacional de Buenos Aires. In addition, from 2009 to 2010, he completed a graduate level course in Executive Business Administration in IAE Business School, Universidad Austral. Since April 2021, he has served as our Chief Financial Officer. Previously, he served as new business manager in Lartirigoyen y Cia. From 2019 to 2020, he served as CFO of Banco de Inversion y Comercio Exterior. Between 2006 and 2019, he served as our finance manager. Previously he also served as audit manager of Ernst & Young Argentina.
Alberto Francisco Minnici holds a degree in Electrical Engineering from the Universidad Tecnológica Nacional. Mr. Minnici has 37 years of experience in the electric power industry. He has served as Central Puerto’s Production and Combined Cycle Plant Manager since 2015. Previously, he served as Plant Operations Manager of the Puerto Complex from 2012 to 2015 and as Plant Operations Manager of the combined cycle plant of the Puerto Complex located in the City of Buenos Aires from 2008 to 2012, among other positions within Central Puerto.
José María Saldungaray holds a degree in Electrical Engineering from the Universidad Nacional del Sur, Bahía Blanca, Argentina. He has been our planning manager since 2014. He currently serves as alternate director of Proener S.A.U., Vientos la Genoveva S.A.U. and Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.). He also served as commercial manager of HPDA and was a member of the board of directors of Centrales Térmicas Mendoza S.A. and LPC.
Justo Pedro Sáenz completed the “Advanced Management Program” at The Wharton School, University of Pennsylvania in the United States. He has served as alternate director of Central Puerto’s Board of Directors since 2008. From 2007 to 2016, he served as administration and human resources manager of Central Puerto, and since 2016 he serves as administration manager of Central Puerto. From 2005 to 2007, he worked at Cima Investments in the new business area. From 2003 to 2005, he served as Chief Financial Officer of Banco de Servicios y Transacciones S.A. In 2002, he co-founded Idun Inversiones S.A. From 2000 to 2001, he held the position of partner and finance manager of Softbank Latin America Ventures, Venture Capital Fund. From 1984 to 2000, he worked at Merchant Bankers Asociados, MBA Banco de Inversiones and MBA Sociedad de Bolsa. He has been a partner of Merchant Bankers Asociados since 1992, which was affiliated with Salomon Brothers and the investment company of Nicholas Brady, former U.S. Secretary of Treasury. In addition, he currently serves as a director of Proener S.A.U., Vientos La Genoveva S.A.U. and Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.), and as an alternate director of Ecogas Inversiones, DGCU, DGCE, CP Patagones S.A.U., CP Achiras S.A.U., CP La Castellana S.A.U., CP Manque S.A.U. and CP Los Olivos S.A.U.
Gabriel Omar Ures holds a degree in Systems Engineering from the Universidad Abierta Interamericana. He also holds a Postgraduate degree in Gas and Electricity Administration in Instituto Tecnológico de Buenos Aires (ITBA) and a Management Program from the Darden Business School of the University of Virginia, United States. He started his professional career in 1997 and has over 24 years of experience working in the Argentine power sector. Among other positions, he held managerial positions in Hidroeléctrica Alicura, was commercial director of AES Argentina Generación, General Manager of Termoeléctrica Manuel Belgrano (from 2013 to 2018), Commercial Manager in Central Dock Sud (YPF EE). Additionally, he was a director of various companies and industry chambers, including AGEERA (Asociación de Generadores de Energía Eléctrica de la República Argentina) where he has been elected as President for 5 consecutive terms (2012/2017) after holding the Vice Presidency. He currently serves as director of CAMMESA and Termoeléctrica Manuel Belgrano S.A.
| 166 |
Leonardo Marinaro holds a degree in law from the Universidad Católica Argentina. He has been our legal affairs manager since 2007. Mr. Marinaro has served as director of LPC, CTM and Edesur S.A. He is currently a director of Vientos La Genoveva S.A.U. and Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.), and alternate director of Proener S.A.U., Central Vuelta de Obligado S.A., TMB, TJSM, Distrilec Inversora S.A., DGCE, Ecogas Inversiones, and Energía Sudamericana S.A.
Javier Alejandro Torre holds a degree in Human Resources from the University of Buenos Aires and a Master in Business Administration from the University of Buenos Aires. From 2011 to 2016, he was human resources manager of Argentine operations in LyondellBasell. He has been our human resources manager since 2016. He previously worked at ExxonMobil for almost 20 years, where he held different positions in the commercial and human resources areas.
Martín Fernández Barbiero holds a degree in Accounting from the Universidad Nacional de Buenos Aires and a master’s degree in Business Administration (MBA) from Universidad de San Andrés. He also completed an international certification program in Compliance from the Universidad Austral (IAE). He has served as Internal Auditor Manager of Central Puerto since 2008 and he was also appointed Compliance Officer in 2018. Before Central Puerto he worked for CMS Energy as Internal Auditor Manager and SOX Compliance Manager among other positions between 1999 and 2007.
Leonardo Katz holds a degree in Industrial Engineering from the Universidad Nacional de Salta. He also received an MBA degree in 2001 from Universidad del CEMA. He has more than 20 years of experience in the Generation sector. He has been the General Manager of Central Vuelta de Obligado S.A., in charge of the completion of the project and the closing of commercial litigation, currently remain as a Chairman. Previously Mr. Katz served in Central Puerto as Planning and Investments Manager (Dec’15 to Dec’19), Head of Internal Investment Planning (Apr’07-Dec’15). He served as Latam Senior Market Analyst since Set’97 in CMS Energy an American company who used to have assets in Argentina and Latam. He is a Director in the FONINVEMEN Projects since their completion.
For the biography of Mr., José Manuel Pazos, Fernando Bonnet, and Adrián Salvatore see “Item 6. —Board of Directors”.
Item 6.B Compensation
Compensation of our Board of Directors
Our shareholders fix our directors’ compensation, including their salaries and any additional wages arising from the directors’ permanent performance of any administrative or technical activity. Compensation of our directors is regulated by the Argentine Corporate Law and the CNV regulations. Any compensation paid to our directors must have been previously approved at an ordinary shareholders’ meeting. Article 261 of the Argentine Corporate Law provides that the compensation paid to all directors and syndics in a year may not exceed 5.00% of net income for such year, if the company is not paying dividends in respect of such net income. The Argentine Corporate Law increases the annual limitation on director compensation to up to 25.00% of net income based on the amount of dividends, if any, that are paid. In the case of directors that perform duties at special commissions or perform administrative or technical tasks, the aforementioned limits may be exceeded if a shareholders’ meeting so approves, such issue is included in the agenda and is in accordance with the regulations of the CNV. In any case, the compensation of all directors and members of the Supervisory Committee requires shareholders’ ratification at an ordinary shareholders’ meeting. Certain of our directors perform managerial, technical and administrative functions. We compensate directors who perform such functions for their roles both as directors and as executive officers.
During the annual ordinary shareholders’ meeting convened for April 30, 2025, the shareholders will consider the approval of the directors’ fees that amounted to a total of Ps. 213,320,640 for services rendered in 2025. As of the date of this annual report, neither we, nor any of our affiliates, have entered into any agreement that provides for any benefit or compensation to any director after expiration of his or her term
| 167 |
Compensation of our Senior Officers
In 2025, our management received compensation and fees totaling Ps.4.87 billion (in nominal values), of which Ps.1.41 billion consisted of an annual bonus. The annual bonus to management is normally between three and four times their salaries and is based on certain performance thresholds related to the amount of work performed and the importance of such work to our business. We also compensate directors who perform managerial, technical and administrative functions for their roles both as directors and as executive officers.
Senior Officers are entitled to the revenue sharing staff participation bonus described in article 33 of our By-laws.
Compensation of our Supervisory Committee
During the annual ordinary shareholders’ meeting convened for April 30, 2026, the shareholders will consider the approval of the Supervisory Committee’s fees of Ps. 27,704,000 (in nominal terms) for services rendered in 2025.
Executive Remuneration Clawback Policy
On November 30, 2023, our Board of Directors approved a new clawback policy (the “Clawback Policy”) in accordance with the listing requirements of the NYSE. The Clawback Policy, which became effective immediately, provides for the recovery of erroneously awarded incentive-based compensation received by current and former executive officers in connection with a financial restatement. A copy of our Clawback Policy is attached hereto as Exhibit No. 6.1.
Item 6.C Board practices
As of the date of this annual report, we do not have contracts with our directors providing benefits upon termination of employment.
Audit Committee
Under the SEC rules applicable to corporate governance, we are required to maintain an audit committee.
Pursuant to Argentine Capital Markets Law and its implementing regulations, we are required to have an audit committee consisting of at least three members of our Board of Directors with experience in business, finance, accounting, banking and audit matters. Under CNV regulations, at least a majority of the members of the audit committee must be independent directors under CNV standards.
On April 16, 2017, CNV issued Resolution No. 730/2018, which modified the criteria and requirements applicable for directors of companies admitted to the public offering regime of its shares. The main changes introduced by Resolution No. 730/2018 are as follows:
| · | Independent directors will cease to be independent after 10 years of holding a position of director but will be eligible to return to their independent status three years after leaving office. | |
| · | The threshold constituting a “significant participation” has been reduced from a 15% holding of capital stock to a 5.00% holding of capital stock. |
| 168 |
The following criteria preclude a person from being considered “independent”: (i) being connected with the company or the company’s shareholders that have (direct or indirect) significant participations, or being connected with companies in which the aforementioned shareholders have (direct or indirect) significant participations; (ii) maintaining a frequent professional relation, of relevant nature and volume, with, or receiving remuneration or fees from, the company, its shareholders who have a (direct or indirect) significant participation, or companies in which the aforementioned shareholders have (direct or indirect) significant participations; (iii) maintaining a significant participation, through the possession of shares of the capital stock and/or the votes, in the company and/or in another company in which the company has a significant participation; (iv) on a regular basis, selling and/or providing goods and/or services of relevant nature and volume (directly or indirectly) to the company or to shareholders that have (direct or indirect) significant participations; (v) being the director, CEO, administrator or principal executive for a non-profit organization which has received funds in amounts exceeding those established by Resolution No. 30/2011 of the UIF (currently equivalent to 150 Minimum Living and Mobile Wages) from the company or its parent company; (vi) receiving any payments from the company or companies of the same group other than fees as a director or dividends as shareholder; and (vii) being a member of the administrative or supervisory committee and/or holding a significant participation (directly or indirectly) with respect to one or more companies that are registered as Agente de Negociación, Agente de Liquidación y Compensación y/o Agente de Corretaje de Valores Negociables.
It is necessary to comply with all the conditions of independence set forth above for at least three years before the appointment. Our Audit Committee is composed of three members designated by our Board of Directors. Mr. Tomás José White, Mr. José Luis Morea and Mr. Jorge Eduardo Villegas are independent under Rule 10A-3 of the Exchange Act (“Rule 10A-3”) and applicable NYSE standards, which are different from the general test for independence of board and committee members. Our Board of Directors has determined that Mr. Tomas White qualifies as a financial expert within the meaning of the rules adopted by the Commission relating to the disclosure of financial experts on audit committees in periodic filings pursuant to the Exchange Act.
Independence Requirements under Commission Rule 10-A3
Pursuant to NYSE Rule 303A.06, we are required to have an audit committee that complies with Rule 10-A3. Under Rule 10-A3, we are required to comply with certain independence standards. Each member of the audit committee must be independent and a member of the board of directors. Pursuant to Rule 10-A3, to be considered “independent,” a member of an audit committee of a listed issuer may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:
| · | accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof. Compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the listed issuer (provided that such compensation is not contingent in any way on continued service); or | |
| · | be an affiliated person of the issuer or any subsidiary thereof. |
Additionally, as of the date of this annual report, all members of our Audit Committee satisfy the independence requirements of the Commission and NYSE applicable to the audit committees of foreign private issuers. The members of our Audit Committee are entitled to annual compensation in the form of a fixed salary. Our Audit Committee also has two alternate members, and both are independent under Rule 10A-3 and applicable NYSE standards.
A quorum for a decision by the Audit Committee will require the presence of a majority of its members and matters will be decided by the vote of a majority of those present at the meeting. A chairman of the committee must be appointed during the first meeting after members of the committee have been appointed. The chairman of the committee may cast two votes in the case of a tie. Pursuant to our bylaws, the committee will pass resolutions by the affirmative vote of the majority of members present. Decisions of the Audit Committee will be recorded in a special corporate book and will be signed by all members of the committee who were present at the meeting. Pursuant to Section 17 Chapter III Title II of the CNV Rules, the Audit Committee must hold at least one regularly scheduled meeting every three months.
Pursuant to Argentine Capital Markets Law, the Audit Committee, among other things:
| 169 |
| · | advises on the Board of Directors’ proposal for the designation of external independent accountants and ensure their independence; | |
| · | oversees our internal control mechanisms and administrative and accounting procedures and assesses the reliability of all financial and other relevant information filed with the CNV and other entities to which we report; | |
| · | oversees our information policies concerning risk management; | |
| · | provides the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders; | |
| · | advises on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors; | |
| · | advises on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited; | |
| · | verifies the fulfillment of any applicable rules of conduct; and | |
| · | issues opinions on related-party transactions under certain circumstances and files such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest. |
Additionally, the Audit Committee is required to prepare an annual working plan and present it to the Board of Directors and the Supervisory Committee. Members of the Board of Directors, members of the Supervisory Committee and external independent accountants are required to attend the meetings of the Audit Committee if the Audit Committee so requests it and are required to grant the Audit Committee full cooperation and information. The Audit Committee is entitled to hire experts and counsel to assist it in its tasks and has full access to all of our information and documentation.
The following chart shows the members of our Audit Committee according to the resolution passed at the Board of Directors’ meeting held on April 30, 2025:
|
Name |
Title |
Date of first appointment to position |
Date of birth |
Status(1) |
|||||
| Tomás José White | Member | May 14, 2018 | May 18, 1957 | Independent | |||||
| Jorge Eduardo Villegas | Member | May 11, 2017 | January 9, 1949 | Independent | |||||
| José Luis Morea | Member | May 13, 2019 | October 19, 1954 | Independent | |||||
| Mario Elizalde | Alternate Director | July 11, 2007 | July 26, 1954 | Independent | |||||
| José Manuel Ortíz | Alternate Director | April 29, 2022 | August 6, 1960 | Independent |
| __________________ |
| Notes:- |
| (1) | Status based on rules of the CNV and the Commission. |
| 170 |
For the biographies of the members of our Audit Committee, see “Item 6.—Board of Directors”.
Supervisory Committee
We have a monitoring body called the supervisory committee (“Supervisory Committee”). Our Supervisory Committee consists of three syndics and three alternate syndics appointed by shareholders at our annual ordinary shareholders’ meeting. The syndics and their alternates are elected for a period of one year and are vested with the powers set forth by the Argentine Corporate Law and other applicable legal provisions. Any compensation paid to our syndics must have been previously approved at an ordinary shareholders’ meeting. The term of office of the members of the Supervisory Committee initiated on April 30, 2025.
Members of our Supervisory Committee are also authorized to attend Board of Directors’ and shareholders’ meetings, call extraordinary shareholders’ meetings and investigate claims brought in writing by shareholders who own more than 2.00% of our outstanding shares. Pursuant to the Argentine Corporate Law, only lawyers and accountants admitted to practice in Argentina and domiciled in Argentina or civil partnerships composed of such persons may serve as syndics in an Argentine sociedad anónima, or limited liability corporation. Members of our Supervisory Committee may call for an ordinary shareholders’ meeting, in the specific cases provided by law, as deemed necessary by any of them, or otherwise when so required by shareholders representing no less than 5.00% of our capital stock. Pursuant to Section 294 of the Argentine Corporate Law, our Supervisory Committee must review our books and records, when deemed convenient and at a minimum on a quarterly basis.
Following the registration of the amendment to our bylaws dated June 3, 2015, our Supervisory Committee holds meetings and makes decisions with the presence and affirmative vote of at least two of its members, notwithstanding the rights granted by law to the dissenting syndic.
Our Supervisory Committee must hold meetings at least once a month. Meetings may also be called at the request of any of its members within five days from the date the request is submitted to the chairman of our Supervisory Committee or our Board of Directors, as the case may be. Notice of all meetings must be given in writing to the address indicated by each syndic at the time of holding office.
Our Supervisory Committee must be presided over by one of its members, elected by a majority of votes, at the first meeting held every year. At that time, the member who will act in lieu of the chairman in his or her absence shall also be elected. The chairman represents our Supervisory Committee before our Board of Directors.
The following chart shows the members of our Supervisory Committee according to the resolution passed at the annual ordinary shareholders’ meeting held on April 30, 2025. According to Technical Resolution No. 15 of the Argentine Federation of Professional Counsel of Economic Sciences and Section III, Chapter III of Title II of the CNV Rules, all of our syndics and alternate syndics are independent.
|
Name |
Office |
Date of first appointment to position |
Profession |
Date of birth |
|||||
| Carlos C. Adolfo Halladjian | Syndic | April 16, 2013 | Public Accountant | March 8, 1977 | |||||
| Eduardo Antonio Erosa | Syndic | April 16, 2013 | Public Accountant | October 6, 1958 | |||||
| Juan Antonio Nicholson | Syndic | April 27, 2018 | Lawyer | July 21, 1947 | |||||
| Cristina Margarita De Giorgio | Alternate Syndic | April 30, 2021 | Public Accountant | March 7, 1961 | |||||
| Carlos Adolfo Zlotnitzky | Alternate Syndic | September 21, 2015 | Public Accountant | April 4, 1981 | |||||
| Lucas Nicholson | Alternate Syndic | April 27, 2018 | Lawyer | October 9, 1985 |
| 171 |
The following are the academic and professional backgrounds of our Supervisory Committee members:
Carlos C. Adolfo Halladjian holds a degree in Accounting, magna cum laude, from the Universidad de Buenos Aires. He has served as a syndic of our Supervisory Committee since 2013. He has been a partner of the Halladjian y Asociados accounting firm since 2010. He serves as syndic of the following companies: Proener S.A.U., CVOSA, TJSM, Empresa Distribuidora Sur Sociedad Anónima (EDESUR S.A), CP La Castellana S.A.U., CP Achiras S.A.U., Distrilec Inversora S.A., Hidrodistribución S.A., PB Distribución S.A., RPE Distribución S.A., Puerto Energía S.A.U., Estudio Halladjian SRL, Vientos La Genoveva S.A.U. and Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.), as well as an alternate syndic of the following companies: DGCU, CP Manque S.A.U. and CP Los Olivos S.A.U.
.Eduardo Antonio Erosa holds a degree in Accounting from the Universidad Católica Argentina in 1985. He has served as a syndic of our Supervisory Committee since 2013. He currently is President of the Board of Directors of Compañía Argentina de Navegación de Ultramar S.A. In addition, he is an alternate syndic of LE Capital S.R.L
Juan Antonio Nicholson holds a degree in law from the Universidad de Buenos Aires, where he also was adjunct professor of Commercial Law. He is a partner at the law firm Nicholson y Cano Abogados. He served as a director and syndic of several companies. Since 2005 he has been a syndic of HSBC Bank Argentina. He is also president of el Tunalito S.A. Since 2018 he serves as a member of our Supervisory Committee.
Cristina Margarita De Giorgio holds a degree in Accounting from the Universidad Católica Argentina in 1985. She also holds postgraduate degrees in Management of Small and Medium Enterprises, Ontological Coaching, Human Resources and Leadership from Universidad Católica Argentina, Universidad de Belgrano, Universidad del Salvador and IAE, respectively. She worked as Head of Accounting in a private firm, and from 1983 to 1988 she worked at Balzarotti and Associates Studio (Touch Ross International) Small and Medium Enterprises Subdivision. From 1985 to 2005 she served as Professor of Accounting I and II at Universidad Católica Argentina, and from 1985 to 1990 as Professor of Ethics at Universidad Católica Argentina.
Carlos Adolfo Zlotnitzky holds a degree in Accounting from the Universidad de Buenos Aires. He has served as an alternate syndic of our Supervisory Committee since 2015. He works as an independent accountant and tax and accounting advisor for both legal entities and individuals. He currently serves as alternate syndic of DGCE, DGCU, Ecogas Inversiones, ESSA, CP Manque S.A.U. and CP Los Olivos S.A.U.
Lucas Nicholson holds a degree in law from the Universidad del Salvador. He also took a graduate level course in legal framework of agribusiness at the Universidad Austral. From 2011 to 2016, he worked at the law firm Nicholson & Cano in their corporate and competition law departments. In 2016, together with Santiago Williams and Agustín Ibarzábal, he founded WIN Abogados. He currently serves as syndic of Ecogas Inversiones, Energía Sudamericana S.A., DGCE, COyServ S.A., and, since 2018, alternate syndic of Central Puerto S.A.
Item 6.D Employees
We had 1,269 employees as of December 31, 2025, 1,324 employees as of December 31, 2024, and 1,291 employees as of December 31, 2023. Our total amount of employees has increased over the last five years due to our recent acquisitions and growth strategy. For more information see “Item 4. Information on the Company—Recent Developments”. The following table breaks down the number of our employees and their affiliation with unions for the periods indicated:
| _ |
| 172 |
| 2025 | Puerto Complex | Luján de Cuyo plant | Piedra del Águila plant | Brigadier Lopez plant | San Lorenzo plant | Costanera Complex | CP La Castellana | CP Achiras | Vientos La Genoveva | Puerto Energías Renovables S.A.U. | Forestry Segment | Cordillera Solar | Total |
| Subtotal outside CBA | 206 | 9 | 44 | 14 | 18 | 34 | 2 | 2 | 2 | 10 | 27 | 7 | 375 |
| APJAE | — | — | — | — | — | — | — | — | — | — | — | — | 0 |
| APSEE | 89 | 0 | 0 | 0 | 0 | 76 | 0 | 0 | 0 | 0 | — | 0 | 165 |
| LYF | 283 | 0 | 0 | 0 | 0 | 260 | 0 | 0 | 0 | 0 | — | 0 | 543 |
| FATLYF | 0 | 80 | 0 | 53 | 24 | 0 | 0 | 0 | 0 | 0 | — | 0 | 157 |
| APUAYE | 0 | 16 | 4 | 9 | 0 | 0 | 0 | 0 | 0 | 0 | — | 0 | 29 |
| Subtotal under CBA | 372 | 96 | 4 | 62 | 24 | 336 | 0 | 0 | 0 | 0 | 0 | 0 | 894 |
| Total | 578 | 105 | 48 | 76 | 42 | 370 | 2 | 2 | 2 | 10 | 27 | 7 | 1,269 |
| _________________ |
| Notes:- |
APSEE: Asociación del Personal Superior de Empresas de Energía.
LYF: Luz y Fuerza.
FATLYF: Federación Argentina de Trabajadores de Luz y Fuerza.
APUAYE: Asociación de Profesionales del Agua y la Energía Eléctrica.
The CBA entered into with the several unions that have members working at our sites include the terms and conditions that govern the employment contracts of the workers affiliated with each of these unions. Some of the most relevant terms and conditions of these agreements include the positions that are included in and excluded from bargaining, work schedules, salary levels and additional amounts payable on the basis of the worker’s job, working days and leaves, among other things.
Matters that are not specifically agreed upon in collective bargaining are governed by the applicable labor laws in Argentina.
The CBAs are entered into for a specific term and may be renewed by the parties. If not renewed, they may remain in place under the principle of survival of repealed laws set forth in the CBA Law No. 14,250.
| 173 |
Item 6.E Share Ownership
Share Ownership
The table below sets forth information concerning the share ownership of our directors and members of our administrative, supervisory or management bodies as of April 17, 2026:
|
Name |
Title |
Shares |
% of shares |
||||
| Marcelo Suvá | Director | 1,500,000 | 0.10 | % | |||
| Fernández Barbiero, Martín | Compliance and Internal Audit Manager | 285 | 0.00 | % | |||
| Enrique Terraneo | CFO and Alternate Director | 4,000 | 0.00 | % |
Item 6.F Disclosure of a registrant’s action to recover erroneously awarded compensation
Not Applicable
Item 7. Major Shareholders and Related Party Transactions
Item 7.A. Major Shareholders
As of April 17, 2026, we had 1,513,770,222 outstanding shares of common stock with a par value of Ps.1.00 per share. Each share of common stock is entitled to one vote. We do not have any preferred shares outstanding and only have one class of common shares outstanding. As of December 31, 2025, we hold treasury shares totaling 13,907,841 shares with a nominal value of Ps. 1, of which 8,851,848 shares are held by our subsidiary Proener S.A.U., which were not acquired through the share repurchase programs mentioned in Note 13.3.7. to our Audited Consolidated Financial Statements as of December 31, 2025.
The following table sets forth certain information known to us concerning the beneficial ownership over 5.00% or more of our common shares as of April 17, 2026 (except as set forth below).
|
Beneficial Owner |
Shares |
% of shares |
|||
| Plusener S.A. | 150,473,984 | 9.94 | % | ||
| Argentine Government | 124,949,112 | 8.25 | % | ||
| Guillermo Pablo Reca(1) | 172,737,169 | 11.41 | % | ||
| Eduardo José Escasany(2) | 77,471,913 | 5.12 | % | ||
| Senior Management and Directors** | 1,535,560 | 0.10 | % | ||
| Other Shareholders(3) | 986,602,484 | 65.18 | % | ||
| Total | 1,513,770,222 | 100.00 | % |
| __________________ |
| Notes:- |
| ** | Marcelo Suvá, Enrique Terraneo and Martín Fernández Barbiero each own less than 1.00% of the outstanding common stock. |
| (1) | According to Schedules 13G filed with the Commission by Guillermo Pablo Reca on February 9, 2022. |
| (2) | According to Schedules 13G filed with the Commission by Eduardo José Escasany on February 14, 2021. |
| (3) | No other shareholder has beneficial ownership of more than 5.00% of our common shares. None of our senior officers own any of our common shares. |
As of April 20, 2026, we had 23,681,730 ADSs outstanding.
| 174 |
We are not able to determine the number of record holders of our ADSs as of such date, as we are only aware of the Depositary Trust Company and its nominee as record holders. In addition, it is not practicable for us to determine the number of our ADSs, or common shares beneficially owned in the United States. Likewise, we cannot readily ascertain the domicile of the final beneficial holders represented by ADS record holders in the United States or the domicile of any of our foreign shareholders who hold our common shares, either directly or indirectly.
As of the date of this annual report, there are no agreements in place which, if enforced on a subsequent date, may result in a change of control.
As of the date of this annual report, we have 1,513,770,222 outstanding shares of common stock with a par value of Ps.1.00 per share.
The table below represents the evolution of our capital stock since January 1, 2015:
|
Date |
Capital stock (Ps.) |
Event |
Controlling shareholders |
||||
| March 11, 2016 | 189,252,782 | Merger with three holding companies (and related capital decrease) | N/A | ||||
| December 16, 2016 | 1,514,022,256 | Capital Increase and Share Dividend Distribution | N/A | ||||
| October 20, 2025 | 1,513,770,222 | Automatic cancellation of treasury shares and reduction of share capital | N/A |
Automatic Cancellation of Treasury Shares and Reduction of Share Capital
In connection with the Company’s share repurchase program approved on October 11, 2022 (see Note 13.3.7 to our Audited Consolidated Financial Statements), and pursuant to Section 67 of Capital Markets Law No. 26,831, 252,034 ordinary shares, each carrying one vote, were automatically cancelled.
Pursuant to applicable regulations, the cancellation was required because these treasury shares remained in the Company's portfolio for more than three years following their acquisition (which occurred between October 20 and November 23, 2022) without being disposed of and without any shareholders’ resolution regarding their use.
As a result of this cancellation, the Company’s share capital was automatically reduced by an amount equal to the nominal value of the cancelled shares. Following such reduction, the Company's share capital is Ps. 1,513,770 thousand, represented by 1,513,770,222 ordinary shares, each with one vote and a nominal value of $1 per share.
Item 7.B Related Party Transactions
Argentine corporate law permits directors of a corporation to enter into transactions with such corporation provided that any such transactions are consistent with prevailing market practice. The Argentine Securities Law provides that corporations whose shares are publicly listed in Argentina must submit to their respective audit committees for approval of any transaction with a related party involving an amount that exceeds 1.00% of the corporation’s net worth.
Except as set forth below and as otherwise permitted under applicable law, we are currently not party to any transactions with, and have not made any significant loans to, any of our directors, key management personnel or other related persons, and have not provided any guarantees for the benefit of such persons, nor are there any such transactions contemplated with any such persons.
| 175 |
Management Assistance Agreement
RMPE Asociados S.A. (“RMPE”) provides certain administrative, financial, commercial, human resources, strategic planning and general management services to us under the terms of the management assistance proposal as amended and assigned (the “Assistance Proposal”). Guillermo Pablo Reca currently serves as regular director and holds equity in RMPE. The Assistance Proposal was formally extended in 2022 for a five-year term, with this agreement now terminating in December 2027. We must pay a fee equal to one and a half percent (1.50%) of our consolidated annual gross sales revenues. The amount accrued under this agreement in year ended December 31, 2025, was Ps.13.5 billion. Other than the management assistance services, we receive from RMPE, a lease between us, as lessor, and RMPE, as lessee, involving a monthly payment of Ps.122,583.
For more information on the related party transactions, see Note 18 to our Audited Consolidated Financial Statements.
Redemption of CPR shares
On January 7, 2025, the Shareholders' Meeting of our former subsidiary CP Renovables approved the redemption of all the shares owned by CP Renovables’ minority shareholders (except for one share retained by Vientos la Genoveva II S.A (currently known as Puerto Energías Renovables S.A.U.) pursuant to article 220 paragraph 1 of the Argentine Corporate Law, and voluntarily reduced CP Renovables’ capital stock pursuant to article 203 of the Argentine Corporate Law. Subsequently, on March 31, 2025, we acquired the share that had been retained by Vientos La Genoveva II S.A. (currently known as Puerto Energías Renovables S.A.U.)
Item 7.C Interests of experts and counsel
Not applicable.
Item 8. Financial Information
Item 8.A. Consolidated Statements and Other Financial Information
See Item 18 and our Audited Consolidated Financial Statements as of December 31, 2025, and for the years ended December 31, 2025, 2024, and 2023 included in this annual report.
Income Tax Uncertainties and Tax Refund Claims
The Group applies judgment in identifying uncertainties related to income tax treatments, particularly in connection with the application of inflation adjustment mechanisms under the Argentine Income Tax Law. In accordance with IFRIC 23 – Uncertainty over Income Tax Treatments, the Group assessed the impact of these matters on its consolidated financial statements based on the likelihood of acceptance by the relevant tax and judicial authorities.
Legal Proceedings
a) Income Tax – Fiscal Year 2014
In February 2015, the Group filed its income tax returns for the nine-month period ended September 30, 2014, and for the three-month period ended December 31, 2014, applying the inflation adjustment mechanism provided for under the Income Tax Law.
Subsequently, on July 27, 2021, the tax authority initiated administrative proceedings alleging an infringement related to the 2014 fiscal periods. The Group submitted its defense and supporting evidence. Following a tax assessment issued on April 28, 2022, the Group filed an appeal before the National Tax Court. As of the date of this annual report, evidence has been produced and the case remains pending.
| 176 |
b) Income Tax Refund Claim – Fiscal Year 2010
In December 2014, the Group (as successor to HPDA) initiated a refund claim for income tax paid for fiscal year 2010, arising from the non-application of the inflation adjustment mechanism.
Considering that the administrative claim was not resolved within the statutory period, a judicial action was filed in December 2015. In October 2018, the first-instance court ruled in favor of the Group, ordering the refund of the claimed amount plus interest. This ruling was upheld by the Court of Appeals in September 2019. The tax authority filed an extraordinary appeal, which was ultimately rejected by the Supreme Court in October 2022.
The Group collected the corresponding amount plus interest in March 2024.
c) Income Tax Refund Claims – Fiscal Years 2009, 2011, and 2012
The Group filed multiple refund claims related to overpaid income tax for fiscal years 2009, 2011, and 2012, arising from the non-application of the inflation adjustment mechanism.
Fiscal Year 2009: After an unfavorable first instance ruling, the Group obtained a favorable decision on appeal, and the claim was ultimately confirmed by higher courts. The amount claimed plus interest was collected in November 2023.
Fiscal Year 2011: A refund claim was filed and subsequently denied by the tax authority, leading to litigation. The Group obtained a favorable first instance ruling, which was confirmed by the Court of Appeals in May 2024. The tax authority has filed an extraordinary appeal, and the case is pending as of the date of this annual report.
Fiscal Year 2012: Two claims were filed (one related to HPDA and one to the Group). One of the claims was resolved in favor of the Group at first instance and confirmed on appeal. The amounts were collected during April and May 2025. The remaining claim is pending as of the date of this annual report.
d) Income Tax Refund Claim – Fiscal Year 2015
In December 2020, the Group filed a refund claim for income tax overpaid for fiscal year 2015 due to the non-application of inflation adjustments. A judicial claim was filed in April 2021. In December 2025, the first-instance court ruled in favor of the Group.
e) Income Tax Refund Claim – Fiscal Year 2016
In January 2022, the Group filed a refund claim for income tax overpaid for fiscal year 2016 due to the same underlying issue. The claim remains pending as of the date of this annual report.
f) Income Tax Refund Claims – Fiscal Years 2021 and 2022 (Subsidiary)
On August 22, 2025, our subsidiary CP La Castellana S.A.U. filed a refund claim with the tax authorities for income tax corresponding to fiscal years 2021 and 2022 in the amounts of Ps. 9,692 thousand and Ps. 739,299 thousand (at historical values), respectively, which were paid in excess by CP La Castellana S.A.U. The purpose of the refund claim is to obtain reimbursement of the income tax paid due to the failure to apply the inflation adjustment of tax loss carryforwards as provided for under the Income Tax Law. The claim remains pending as of the date of this annual report.
Accounting Treatment
Based on legal advice and the guidance of IFRIC 23 – Uncertainty over Income Tax Treatments:
| 177 |
For the 2014 tax matter, the Group concluded that it is probable that its position will be accepted, and therefore no liability has been recognized.
For the refund claims, except for the refund action related to HPDA for fiscal year 2011, , the Group considers it probable that the positions taken will be accepted in court, and accordingly, an asset has been recognized for such refund claims.
Assets related to tax refund claims are included under the line item “Other non-financial assets” of our Consolidated Statement of Financial Position within non-current assets, under the heading “Income tax receivables,” amounting to Ps. 430.426 thousand and Ps.790.888 thousand as of December 31, 2025, and 2024, respectively.
Other Taxes Related to Sales and Financial Transactions
Revenue, expenses, and assets are presented net of taxes such as value-added tax, gross receipts tax, and bank debit and credit taxes, except where such taxes are not recoverable. In those cases, the tax is included in the cost of the related asset or expense.
Bank debit and credit tax expenses are presented within administrative and selling expenses in the consolidated statement of income.
Dividends and Dividend Policy
The holders of ADSs are entitled to receive dividends to the same extent as the owners of our common shares. The information below describes the latest dividend distributions. Please bear in mind that the pesos informed are equivalent to the pesos distributed in that moment in time and are not adjusted by inflation as of December 31, 2025.
| · | On December 23, 2022, we approved and made available dividends for Ps. 2.88 in cash per ordinary share which were paid on December 30, 2022. For ADR holders, dividends were paid on January 3, 2023. | |
| · | On November 2, 2023, we announced the payment of dividends equivalent to Ps. 29.72 per share payable 93% in sovereign bonds and 7% in cash in Ps., distributed on November 16, 2023. | |
| · | On December 1, 2023, we announced the payment of dividends equivalent to Ps. 32.43 per share payable 91.68% in sovereign bonds, 7% in cash in Ps. and 1.32% in cash in US$ distributed on December 18, 2023. | |
| · | On December 15, 2023, we announced the payment of dividends equivalent to Ps. 11.00 per share payable 93% in cash in US$ and 7% in cash in Ps. distributed on December 27, 2023. | |
|
·
· |
On January 2, 2024, we announced the payment of dividends equivalent to Ps. 5.75 per share payable 93% in cash in US$ and 7% in cash in Ps. distributed on January 11, 2024. On November 7, 2024, we announced the payment of dividends equivalent to $39.47 per share, payable 89.50% in Global Bonds of the Argentine Republic and Bopreal Series Bonds, and 10.50% in cash, which was distributed on November 22, 2024. |
In the future, we could decide to pay dividends in accordance with applicable law and based on various factors then existing, including:
| · | our financial condition, operating results and current and anticipated cash needs; | |
| · | our strategic plans, business prospects and expansion capital expenditures; | |
| · | general economic and business conditions; | |
| · | our strategic plans and business prospects; |
| 178 |
| · | legal, contractual and regulatory restrictions on our ability to pay dividends; and | |
| · | other factors that our Board of Directors may consider to be relevant. |
Under the Argentine Corporate Law, the declaration and payment of annual dividends, to the extent that the company presents retained earnings in accordance with IFRS Accounting Standards and CNV regulations, are determined by shareholders at the annual ordinary shareholders’ meeting. In addition, under the Argentine Corporate Law, 5.00% of the net income for the fiscal year calculated in accordance with IFRS Accounting Standards and CNV regulations must be appropriated by resolution adopted at shareholders’ meetings to a legal reserve until such reserve equals 20.00% of the capital stock. This legal reserve is not available for distribution.
According to the amendments introduced to the Income Tax Law by means of the current laws and regulations, the taxation applicable on the distribution of dividends from Argentine companies would be as follows:
1. Dividends originated in profits obtained during fiscal years initiated on or after January 1, 2018, and up to December 31, 2020: dividends on Argentine shares paid to Argentine resident individuals and/or non-Argentine residents would be subject to a 7.00% income tax withholding on the amount of such dividends (“Dividend Tax”). Note that according to Section 48 of Law No. 27,541, the application of the corporate 25.00% rate was suspended for one tax period; thus the 7.00% rate would also apply for dividend distributions involving profits obtained during fiscal years initiated on or after January 1, 2018, and up to December 31, 2021. However, if dividends are distributed to Argentine Entities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina), no Dividend Tax should apply. Equalization Tax (as defined below) is not applicable.
Argentine individuals and undivided estates located in Argentina are not allowed to offset income arising from the distribution of dividends on Argentine shares with other losses arisen in other type of operations.
2. Dividends originated in profits obtained during fiscal years initiated on or after January 1, 2021, onward: due to the amendments introduced by Law 27,630; dividends on Argentine shares paid to Argentine resident individuals and/or non-Argentine residents would be subject to a 7.00% income tax withholding on the amount of such dividends. However, if dividends are distributed to Argentine Entities, no Dividend Tax should apply. Equalization Tax is not applicable.
3. Dividends originated in profits obtained during tax periods before those contemplated above: no Argentine income tax withholding would apply on dividend distributions except for the application of the Equalization Tax.
The equalization tax (the “Equalization Tax”) is applicable when the dividends distributed are higher than the “net accumulated taxable income” of the immediate previous fiscal period from when the distribution is made. In order to assess the “net accumulated taxable income” from the income calculated by the Income Tax Law, the income tax paid in the same fiscal period should be subtracted and the local dividends received in the previous fiscal period should be added to such income. The Equalization Tax would be imposed as a 35.00% withholding tax on the shareholder receiving the dividend. Dividend distributions made in property (other than cash) would be subject to the same tax rules as cash dividends. Stock dividends on fully paid shares (“acciones liberadas”) are not subject to Equalization Tax.
For Argentine individuals and undivided estates not registered before the Argentine tax authorities as taxpayers for income tax purposes as well as for non-Argentine residents, the Dividend Tax withholding will be considered a final payment. Argentine individuals and undivided estates are not allowed to offset income arising from the distribution of dividends on Argentine shares with losses from other types of operations.
Pursuant to the terms of the amendment to the Brigadier Lopez Loan between us and Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC. dated December 22, 2020, we were precluded from making dividend payments during 2021 and limited to a maximum of US$25.0 million and US$20.0 million in dividends payment for 2022 and 2023, respectively.
| 179 |
On October 19, 2023, we made a prepayment to the syndicated loan celebrated with Citibank N.A., JP Morgan Chase Bank N.A. and Morgan Stanley Senior Funding INC for an amount of US$49,043,078. This prepayment allowed Central Puerto to make dividend payments that were restricted by this loan. As of the date of this annual report, the Company has no restrictions associated with this loan to pay dividends. After such payment, the principal due amounted to US$6,056,922,which was fully paid on January 12, 2024.
As of the date of this report, in accordance with the Central Bank regulations, we are required to obtain prior authorization to have access to the Foreign Exchange Market to purchase the foreign currency (a step necessary to make international transfers) to pay dividends. As of the date of this annual report, there are no restrictions from the Central Bank on using the cash and equivalents in foreign currency that the company may hold to pay dividends to its shareholders.
Furthermore, as from January 17, 2020, in accordance with Central Bank regulations, access is granted to the Foreign Exchange Market to pay dividends to non-resident shareholders, subject to the requirement that the total amount of transfers executed through the Foreign Exchange Market for payment of dividends to non-resident shareholders may not exceed 30.00% of the total value of any new capital contributions made in the company that had been entered and settled through such exchange market. The total amount paid to non-resident shareholders may not exceed the corresponding amount denominated in Argentine Pesos that was determined by the related shareholders’ meeting.
Amount Available for Distribution
Dividends may be lawfully declared and paid only out of our earnings stated in our annual consolidated financial statements approved by the annual ordinary shareholders’ meeting. Under the Argentine Corporate Law, listed companies (such as ourselves) may distribute provisional dividends or dividends in advance resulting from interim financial statements.
Under the Argentine Corporate Law and our bylaws, our annual net income (as adjusted to reflect changes in prior years’ results) is allocated in the following order: (i) to comply with our legal reserve requirement of 5.00% of our net income until such reserve equals 20.00% of the capital stock; (ii) for voluntary or contingent reserves, as may be resolved from time to time by our shareholders at the annual ordinary shareholders’ meeting; (iii) the remainder of the net income for the year may be distributed as dividends on common shares; and/or (iv) as otherwise decided by our shareholders at the annual ordinary shareholders’ meeting.
Our Board of Directors submits our consolidated financial statements for the preceding fiscal year, together with reports thereon by our Supervisory Committee and the independent accountants, at the annual ordinary shareholders’ meeting for approval. Within four months of the end of each fiscal year, an ordinary shareholders’ meeting must be held to approve our annual consolidated financial statements and determine the appropriation of our net income for such year.
Under applicable CNV regulations, cash dividends must be paid to shareholders within 30 days of the shareholders’ meeting approving such dividends. In the case of stock dividends, shares are required to be delivered within three months of our receipt of notice of the authorization by the CNV for the public offering of the shares relating to such dividends. The statute of limitations in respect of the right of any shareholder to receive dividends declared by the shareholders’ meeting is three years from the date on which it has been made available to the shareholder.
Item 8.B Significant Changes
The main subsequent events occurred after the closing date of the annual consolidated financial statements (December 31, 2025) are the following:
| 180 |
| · | On January 9, 2026, the shares of Piedra del Águila Hidroeléctrica Argentina S.A. (“PDAHA”), the new concessionaire company of the Piedra del Águila Hydroelectric Complex, were transferred to us, while PDAHA took possession of the concession for a 30-year period, after the disbursement of US$245 million which had been paid by us on January 5 and 6, 2026. |
| · | We have submitted irrevocable offers for firm capacity under the Pre-payment Tranche of TGS’ expansion project, which seeks to increase natural gas evacuation capacity from the Neuquén Basin by approximately 14.0 million m³/d to Salliqueló and by approximately 12.0 million m³/d from Salliqueló to the Greater Buenos Aires area. On April 15, 2026, within the framework of the two open bidding processes, TGS awarded firm natural gas transportation services to us in the amount of 436,804 m³/day (concerning the Perito Moreno pipeline) and 428,199 m³/day (concerning the Neuquen-Buenos Aires pipeline), for a term of 30 years and a total consideration of US$30,727,676 and Ps. 9,340,741,550, respectively. Such amounts are payable in four equal installments in May, September and December 2026, and April 2027. |
| · | After December 31, 2025, we decided that, as a result of changes in the underlying economic conditions affecting our operations, our functional currency will change from Argentine Pesos to US Dollars. The change is expected to become effective from January 1, 2026, and will be accounted for prospectively in accordance with IAS 21 “The Effects of Changes in Foreign Exchange Rates”. The Argentine Peso remains our functional currency as of December 31, 2025. Accordingly, no adjustments have been made to our audited financial statements as of that date. |
| · | On April 12, 2026, we entered into a definitive agreement with Patagonia Assets Limited to acquire, directly and indirectly, 100% of the share capital of Patagonia Energy & Resources Ltd ("PERL"), a company incorporated in the United Kingdom, and its Argentine subsidiary Patagonia Energy S.A. ("PESA," and together with PERL, the "Target Companies"). The acquisition of the Target Companies constitutes our first investment in the oil and gas sector and represents a strategic milestone in our growth plan. PESA holds the Aguada del Chivato ("ACH") and Aguada Bocarey ("ABO") concessions, located in the Neuquén Basin, Province of Neuquén, Argentina. ACH and ABO are conventional hydrocarbon concessions valid through June 2031, covering a total acreage of approximately 27,182 acres (approximately 110 km²). The concessions are situated within the Vaca Muerta formation, one of the most significant unconventional hydrocarbon basins globally, and target the production of Medanito crude oil. |
Item 9. The Offer and Listing
Item 9.A. Offer and listing details
Our shares are listed on the BYMA and, since February 2, 2018, have been listed on the NYSE under the symbol “CEPU”.
Item 9.B. Plan of Distribution
Not applicable.
Item 9.C. Markets
Our common shares are listed on the BYMA under the symbol “CEPU”. During 2025, the volume traded on the BYMA amounted to 308,113,408 shares. The total number of shares subscribed and integrated on December 31, 2025, was 1,513,770,222, of which 100% were listed and available to trade on the Buenos Ares Stock Exchange. Since February 2018, our ADSs representing our common shares began to trade on the NYSE under the symbol “CEPU”. In 2025, the volume of ADRs traded on the NYSE amounted to 85,605,051, equivalent to 856,050,510 common shares. Consequently, the total trading volume of our common shares during 2025 was 1,164,163,459.
| 181 |
Item 9.D. Selling Shareholders
Not applicable.
Item 9.E. Dilution
Not applicable.
Item 9.F. Expenses of the issue
Not applicable.
Item 10. Additional Information
Item 10.A. Share capital
Not applicable.
Item 10.B. Memorandum and articles of association
Below we provide certain information on our capital stock and a brief summary of certain significant provisions of our bylaws and the applicable laws and regulations in Argentina. This summary is not intended to be comprehensive and is qualified in its entirety by our bylaws and the applicable laws and regulations in force in Argentina.
Capital Stock
As of the date of this annual report, our capital stock amounts to Ps. 1,513,770,222 and is represented by 1,513,770,222 common shares with a par value of Ps. 1.00 and one voting right each, all of them having been fully paid in and admitted to public offering.
As of the date of this annual report, one of our subsidiaries holds 8,851,848 of our common stock. We also hold 5,055,993 treasury shares.
As of the date of this annual report, we are not aware of any individuals who hold, or who have agreed to hold, conditionally or otherwise, stock options, with respect to our common shares.
Articles of Incorporation and Bylaws
We are a corporation (sociedad anónima) organized and existing pursuant to the laws of Argentina. Our registered offices are domiciled in the City of Buenos Aires, Argentina. Central Puerto was created through Executive Decree No. 1222/92 dated February 26, 1992, in connection with the privatization process of SEGBA, and was registered with the Public Registry of Commerce on March 13, 1992, under No. 1,855 of Book 110, Volume A (Sociedades Anónimas). Central Puerto was created for a term of 99 years as from its registration with the Public Registry of Commerce.
Our bylaws are not significantly different from the requirements of Argentine Corporate Law and the conditions imposed by our bylaws governing changes in capital are not more stringent than what is required by Argentine Corporate Law.
| 182 |
Corporate Purpose
Pursuant to Section 4 of our bylaws, Central Puerto was created to be engaged in any of the following activities, either on its own account, or through or in association with third parties, in Argentina or abroad:
| (a) | producing, transforming, carrying, distributing and selling electric power in any of its forms, including, but not limited to, thermoelectric power from non-renewable sources (coal, oil derivatives, natural gas, uranium) and renewable sources, or from usable waste, hydroelectric power (including mini and micro power plants), thermonuclear power, wind power, geothermal power, offshore energy (tidal power, wave power, ocean currents, ocean-thermal energy, osmosis energy), solar energy (photovoltaic and thermal power) and bioenergy (plant and animal biomass); | |
| (b) | preparing, developing, planning and executing projects related to the capture and/or reduction of carbon emissions, including the issuance, negotiation, purchase and sale, among others, of certificates and any related activity; | |
| (c) | producing, storing and using hydrogen technologies in any of its available forms of energy; | |
| (d) | engaging in the exploration, exploitation, processing, purification, transformation, refining, industrialization, storage, sale, transportation, distribution, import and export of liquid (such as oil) and/or gaseous hydrocarbons (such as natural gas), minerals (such as mineral coal) and metals (such as uranium and lithium, among others) and their respective direct or indirect derivatives; | |
| (e) | engaging in the production and exploitation of raw materials for biofuel production (biodiesel and bioethanol), including their manufacturing, storage, sale, distribution and transportation; | |
| (f) | engaging in the processing, storage, sale, distribution and transportation and/or use of: (i) agricultural waste and urban solid waste as a renewable energy source and (ii) ordinary and special waste (solid, semisolid and liquid) as a source of energy; | |
| (g) | obtaining, storing, selling, distributing, carrying and/or using biogas as a renewable energy source; | |
| (h) | processing raw materials from fossil fuels (natural gas, raw gasoline) to obtain basic (synthesis gas, benzene, toluene, etc.), intermediate (ammoniac, ethanol, methanol, ethylbenzene, etc.) and final petrochemicals (fertilizers, resins, polyurethanes, detergents, PET, etc.); | |
| (i) | engaging in the research and development of energy technologies; | |
| (j) | developing, investing and exploiting all kinds of undertakings and direct, related and complementary activities, related to agricultural and forestry production and its direct and indirect derivatives; and | |
| (k) | the acquisition and administration of shares and investments in companies incorporated both in the country and abroad. |
With respect to the activities described above, and within the limitations set forth in our corporate purpose, we have full legal capacity to (i) acquire rights, assume obligations, and carry out any kind of acts that are not otherwise prohibited by the applicable laws or by our bylaws; (ii) establish, incorporate, partner with, or hold interests in legal entities of whatsoever nature incorporated in Argentina or abroad by any available means, including but not limited to, capital contributions, purchase of shares, bonds, debentures, notes or other debt or equity securities, whether publicly or privately held; and (iii) render services and/or undertake representations, commissions, consignments, services and/or agencies for our benefit or for the benefit of third parties.
| 183 |
Statutory Provisions concerning our Board of Directors
According to our bylaws, which were amended in September 2022, our Board of Directors is comprised by 9 directors that will hold office for three fiscal years and a third of its members shall be renewed annually. Our shareholders may also appoint an equal or lower number of alternate directors. As of the date of this annual report, and until the shareholders’ meeting approving the consolidated financial statements for the fiscal year ended December 31, 2025, our Board of Directors is comprised by 9directors and 8 alternate directors. In the above-mentioned shareholders’ meeting, the directors will be appointed with different terms of office to enable the implementation of the system of staggered terms of office set forth in Article 17 of our bylaws. Shareholders are entitled to elect up to one third of vacant seats on the board of directors by cumulative voting as set forth in Section 263 of the Argentine Corporate Law. The outcome of such voting will be computed per candidate, specifying the number of votes for each of them.
At the first meeting held following the shareholders’ meeting at which the members of the Board of Directors are renewed, the Board of Directors will elect a chairman and a vice-chairman from among its members. The vice-chairman will act in lieu of the chairman upon the latter’s resignation, death, incapacity, disability, removal or temporary or definitive absence, with a new chairman having to be elected within ten days from the seat becoming vacant. The election of a new chairman will take place only if the situation that gives rise to the reelection is expected to be irreversible during the remaining term of office. Pursuant to Section 23 of our bylaws, Board of Directors’ meetings will be held with the presence of an absolute majority of its members and decisions will be made by majority of present votes. Board of Directors’ meetings may also be held by videoconferencing, in which case directors participating in person and remotely will be computed in the calculation of the required quorum. Minutes of Board of Director’s meetings will be drafted and signed by directors and statutory auditors who were present at the meeting within five days from the date in which it was held. Members of our Supervisory Committee will register in the minutes the names of the directors who have participated in the meeting remotely, and that the decisions made therein were passed in accordance with the law. The minutes will include the statements from directors participating in person and remotely and will state their respective votes on each decision made. If a Board of Director’s meeting cannot be validly held because of the number of vacant seats, even with the attendance of all deputy directors of the same class, the Supervisory Committee will designate substitutes to hold office until the election of permanent members takes place, to which end an ordinary or class shareholders’ meeting will be called for, as the case may be, within ten days from the Supervisory Committee having made the designations.
There are no requirements as to the minimum number of meetings to be held by the Board of Directors.
The chairman, or the individual acting in lieu of the chairman pursuant to the law, may call for meetings when so deemed convenient, or when so required by any director or the supervisory committee. The meeting will be called for within five days from the request; otherwise, the meeting may be called for by any of the directors. The Board of Director’s meetings will be called for in writing and notice thereof must be given to the address reported by each director. The notice will indicate the date, time and place of the meeting and the meeting agenda. Business that is not included in the notice may be discussed at the meeting only to the extent all permanent directors are present and have cast their unanimous vote.
Our Board of Directors may hold meetings with the attendance of its members in person or by videoconference or other simultaneous sound, imaging or voice broadcasting media. The Board of Directors may hold meetings with the attendance of its chairman or its substitute. Our Board of Directors’ meetings will be held with the presence of an absolute majority of its members and decisions will be made by majority of present votes.
According to Section 26 of our bylaws, our Board of Directors has the broadest powers and authority in connection with our direction, organization and administration, with no limitations other than those set forth in the applicable laws and regulations. The chairman of the board is our legal representative.
| 184 |
Statutory Provisions concerning our Supervisory Committee
The Company’s oversight shall be in charge of a Supervisory Committee to be comprised by three (3) permanent and three (3) alternate statutory auditors. Statutory auditors will be elected for one (1) fiscal year and will be vested with the powers set forth by Argentine Corporate Law and other applicable legal provisions.
Our Supervisory Committee holds meetings and adopts decisions with the presence and favorable vote of, at least, two of its members, notwithstanding the rights granted by law to the dissenting statutory auditor. Meetings of our Supervisory Committee may be called for by any of its members. Prior to the registration of the amendments to the bylaws of June 3, 2015, meetings of our Supervisory Committee were held with the attendance of all of its members, and decisions were adopted by majority of votes, notwithstanding the rights granted by law to the dissenting statutory auditor.
Members of our Supervisory Committee are also authorized to attend Board of Director’s and shareholders’ meetings, call for extraordinary shareholders’ meetings and investigate written claims brought by shareholders who own more than two percent (2%) of our outstanding shares. In accordance with the applicable laws, members of the Supervisory Committee are required to be certified public accountants or lawyers. Members of our Supervisory Committee may call for an ordinary shareholders’ meeting, in the specific cases provided by law, at any time at their discretion, or otherwise when so required by shareholders representing no less than five percent (5%) of our capital stock.
Members of our Supervisory Committee are designated at the annual ordinary shareholders’ meeting and will remain in office for one (1) year. Pursuant to Section 294 of the Argentine Corporate Law, our Supervisory Committee is required to review our books and records, when deemed convenient and, at least, on a quarterly basis.
Our Supervisory Committee will hold meetings at least once a month; meetings may be also called for at the request of any of its members, within five days from the date the request is submitted to the Chairman of the Supervisory Committee or the Board of Directors, as the case may be. Notice of all meetings shall be given in writing to the address indicated by each Statutory Auditor at the time of holding office.
Our Supervisory Committee shall be presided over by one of its members, elected by majority of votes, at the first meeting held every year. At that time, the member who will act in lieu of the chairman in his/her absence will also be elected. The chairman represents our Supervisory Committee before the Board of Directors.
Rights, Preferences and Restrictions attached to our Shares
According to our bylaws, realized and liquid profits will be allocated in the following order: (i) 5.00% to the legal reserve until reaching at least 20% of our subscribed capital; (ii) Directors’ fees, within the amounts set forth by Section 261 of the Argentine Corporate Law, which may not be exceeded, and Statutory Auditors’ fees; (iii) payment of dividends in connection with the employee stock ownership plan; (iv) optional reserves and provisions, at the discretion of the shareholders’ meeting; and (v) the remaining balance shall be distributed as dividends among shareholders, regardless of their class.
Any modification of the rights of holders of CEPU’s shares requires an amendment to the our bylaws, which must be approved at an extraordinary shareholders’ meeting in accordance with the quorum and majority requirements set forth in Section 79 of the Capital Market Law and Sections 243 and 244 of the Argentine Corporate Law. In addition, as per Section 250 of the Argentine Corporate Law, if such modification adversely affects the rights of a particular class of shares, the approval of such class, meeting separately, will be required. Any such amendment must be subsequently registered with the Public Registry in order to become effective vis-à-vis third parties.
Shareholders’ Meetings
Shareholders’ meetings will be called for by publishing notices in the Official Gazette and in one of Argentina’s major newspapers for five days, no less than 20 and no more than forty-five (45) days in advance of the scheduled date for the meeting. The notice will include the type of meeting, as well as the date, time and place where it will be held and the agenda. Ordinary and extraordinary shareholders’ meetings are subject to the quorum and majorities required by Section 79 of the Capital Market Law and Sections 243 and 244 of the Argentine Corporate Law.
| 185 |
Shareholders’ Liability
In conformity with Argentine law, shareholders’ liability for a company’s losses is limited to the payment of their subscribed equity holdings. However, shareholders who voted for a decision that was then rendered null by a court for its being inconsistent with the Argentine laws or the corporate bylaws (or operating agreement, if any) might be held personally and jointly and severally liable for the damages that may arise from such decision.
Conflicts of Interest
Under the Argentine laws, if a shareholder casts a vote in connection with a matter in which it may have, directly or indirectly, interests that are contrary to ours, such shareholder will be liable for damages, but only to the extent such matter had not been approved but for the vote of such shareholder. The Argentine laws also set forth that if a member of our Board of Directors has interests in a business operation that are contrary to our interests, such director will report so to the Board of Directors and the Supervisory Committee and will refrain from engaging in the discussion of that issue. If that director acts in a manner that is contrary to the law, it will be held personally and jointly and severally liable for the damages that may arise from such director’s acts or omissions.
Preemptive and Accretion Rights
Pursuant to Section 194 of the Argentine Corporate Law, upon a potential capital increase, each holder of common shares will be entitled to preemptive rights in respect of the newly issued common shares on a proportional basis to the number of shares already held. Preemptive rights can be exercised beginning on the last notice posted in the Official Gazette and in a major Argentine newspaper 30 days; provided, however, that such 30-day period may be reduced to no less than ten (10) days, if so approved at an extraordinary shareholders’ meeting.
Liquidation
Pursuant to our bylaws, liquidation will be carried out by our Board of Directors or the liquidators appointed at the shareholders’ meeting, under the oversight of the Supervisory Committee.
Once liabilities have been settled, including the expenses incurred in the liquidation, the remaining balance will be distributed among shareholders on a proportional basis to their respective holdings, without regard to classes or categories.
Neither Argentine law, our bylaws nor other corporate documents provide limitations as to share ownership that might apply to us.
Term
According to our bylaws, our company was created for a term of 99 years since the registration date with the Public Registry of Commerce. Such term may be extended by a decision made at an extraordinary shareholders’ meeting.
Mandatory Tender Offer Regime
We are subject to the mandatory tender offer rules set forth in Argentine Capital Markets Law, which provide that in certain circumstances a mandatory tender offer (“OPA”) must be launched at an equitable price with respect to some or all of a company’s outstanding shares. Such circumstances giving rise to an OPA include instances where a person individually or through concerted action, has effectively acquired a controlling interest in a company whose shares are admitted to the public offering regime. The Argentine Capital Markets Law also provides that a person acquires a controlling interest, individually or in concert with other persons when (i) directly or indirectly reaches a percentage of voting rights equal to or greater than 50.00% of the company, excluding from the basis of calculation the shares that belong, directly or indirectly, to the offeree company; or (ii) has reached a shareholding of less than 50.00% of the voting rights of a company, but acts as a controlling shareholder (a controlling shareholder being understood as one that directly or indirectly, individually or jointly, holds a shareholding that grants it the necessary votes to form the corporate will in ordinary meetings or to elect or revoke the majority of the directors or supervisory directors).
| 186 |
In line with the above CNV regulations set forth that an OPA applies in case of a person effectively acquiring, individually or in concert with other persons, a controlling interest in a listed company whether:
| · | through the acquisition of shares or subscription rights or options granted by the issuing company itself on those shares, convertible securities or other similar securities which, directly or indirectly, may give the right to the subscription and/or acquisition of securities, or conversion of those shares with voting rights in that company; | |
| · | through agreements with other holders of securities that, in a concerted manner, grant the necessary votes to form the corporate will in ordinary meetings or to elect or revoke the majority of the directors or members of the supervisory committee, as well as any other agreement that, for the same purpose, regulates the exercise of voting rights in the administrative organ or to whom the latter delegates the management. The CNV regulations clarifies that (a) this assumption will be applicable when (i) the parties to the agreement have acquired the voting shares of the company, acting individually or in concert within the 12 months prior to the signing of the agreement; or (ii) when a new shareholder promotes and subscribes an agreement with others in order to establish joint control of the affected company by reason of its entry as a shareholder; and (b) this situation shall not apply when a shareholding of less than 50.00% is acquired in a controlling company of a listed company and there is a prior agreement to which the new shareholder adheres, occupying the position held by the selling shareholder, without any change in the controlling company’s shareholding in the target company; or | |
| · | in an indirect or supervening manner, including the cases of mergers or other corporate reorganizations. | |
| In accordance with the above, CNV regulations further provide that once the controlling interest is reached such situation must be immediately disclosed to the market by the affected company. | ||
| · | The Argentine Capital Markets Law provides that the OPA procedure must be carried out after the takeover and the deadline for submitting the tender offer documents is one month from the moment the controlling interest is reached. Accordingly the OPA must be made within 90 calendar days from the date it becomes mandatory | |
Determination of the OPA Price
For an OPA in the case of a change in control, the Argentine Capital Markets Law and CNV regulations establish that the “equitable price” to be offered will be determined as the higher of the following:
| 187 |
| (a) | the highest price that the offeror has paid or agreed for the marketable securities subject to the offer during the 12 months prior to the date of the agreement or payment that allowed reaching the controlling interest, without considering acquisitions of not significant volumes ─5.00% or less of the total trading volume on the trading floor of the day of arrangement─, made at the quoted price, and including any other additional consideration paid or agreed in relation to such securities. For this assumption, the CNV regulations clarify that, in case the final price is increased by subsequent adjustments, the offered price must be recalculated and adjusted if it yields a higher value. When such adjustment occurs after the end of the offer period, the difference must be paid to those who accepted the offer within ten calendar days from the effective payment of the increase and the average price of the marketable securities must be adjusted. | |
| (b) | the average price of the marketable securities subject to the offer during the six-month period immediately prior to the date on which the offeror is obliged to publish the announcement of the OPA by which the change in the controlling interest is agreed. This last guideline will not apply when the percentage of shares listed in a market authorized by the CNV represents at least 25.00% of the issuer’s capital stock and the liquidity conditions set forth in CNV regulations are met. |
In the event of a public offer for residual shareholdings due to near total control or withdrawal of the public offer, the Argentine Capital Markets Law establishes that the following price criteria must be considered:
| (a) | the highest price that the offeror has paid or agreed to pay for the marketable securities subject to the offer during the 12 months prior to the intimation of the minority shareholder or the unilateral declaration of acquisition in the cases of companies subject to near-total control or since the agreement to withdraw the public offer; | |
| (b) | the average price of the marketable securities subject to the offer during the six-month period immediately preceding the intimation of the minority shareholder or the unilateral declaration of acquisition in the case of companies subject to near-total control or since the agreement to withdraw the public offer; | |
| (c) | the equity value of the shares, considering a special delisting balance sheet, as the case may be; | |
| (d) | the value of the company valued according to discounted cash flow criteria and/or indicators applicable to comparable companies or businesses; and | |
| (e) | the liquidation value of the company. |
In these cases, the “equitable price” offered may not be lower than the highest of those indicated in points (a) and (b) of this paragraph.
The CNV has a period of 20 business days to decide on the request for authorization of the OPA and to object to the price offered. This period will be counted from the date all the documentation is gathered and no new observations and requests for information are made. The refusal of authorization and/or objection to the offered price by the CNV may be challenged by the offeror by means of a direct appeal before the Federal Courts of Appeals with jurisdiction over commercial matters within 30 business days of notification of the refusal. Minority shareholders may also object to the price from the date of the announcement of the offer or the filing of the withdrawal request and until the CNV’s objection period described above.
The offeror must publish the OPA prospectus within five calendar days after the CNV’s formal approval of the tender offer. The period granted to investors to accept or not the offer will be set between a minimum of 10 business days and a maximum of 20 business days. In addition, the offeror may grant an additional term of not less than 5 business days to the general closing date of the offer.
In order to comply with the provisions of the Capital Markets Law and the CNV Rules, on March 17, 2023, Proener made a mandatory tender offer to all the holders of voting shares of CECO (the “Tender Offer”). The Tender Offer commenced on May 30, 2023, and expired on June 12, 2023. On June 13, 2023, Proener published a notice of results of the Tender Offer, reporting that 65,100 shares of CECO were tendered in the Tender Offer, representing approximately 0.0093% of the issued and outstanding shares of CECO, which were acquired by Proener at a price of Ps. 94,189 per share. As a result of the Tender Offer, Proener’s shareholding in CECO increased from 531,273,928 shares to 531,344,028 shares, representing 75.69% of CECO’s share capital.
| 188 |
During 2024, the Group has revised the preliminary allocation of the price and the valuation at fair value of the identifiable assets and liabilities assumed made in 2023 and no modifications have been identified.
As of December 31, 2025 Proener held 505,010,439 shares which represented 71.94% of total CECO’s share capital.
Penalties for Breach
The Argentine Capital Markets Law provides that purchases in violation of such regime will be declared irregular and ineffective for administrative purposes by the CNV and cause the auction of the shares acquired in violation of the applicable regulation, without prejudice to the penalties that may correspond under CNV regulations, such as restriction in the use of political rights derived from its shares in the company.
Tender Offer Regime in the Case of a Voluntary Withdrawal from the Public Offering and Listing System in Argentina
Argentine Capital Markets Law and CNV regulations also established that when a company whose shares are publicly offered and listed in Argentina agrees to withdraw voluntarily from the public offering and listing system in Argentina, it must follow the procedures provided for in the CNV’s regulations and it must likewise launch an OPA for its aggregate shares or subscription rights or securities convertible into shares of stock options under the terms provided for in such regulation. It is not necessary to extend the public offering to those shareholders that voted for the withdrawal at the shareholders’ meeting.
The acquisition of one’s own shares must be made with liquid and realized profits or with free reserves, whenever paid up in full, and for the amortization or disposition thereof, within the term set forth in Section 221 of the Argentine Corporate Law and the company must present the CNV with evidence that it has the necessary solvency to effect such purchase and that the payment for the shares will not affect its solvency.
According to Section 98 of Argentine Capital Markets Law the price offered in the case of a voluntary withdrawal from the public offering and listing system in Argentina should be “equitable value” as described above and take into account the relevant criteria of Section 88 of Argentine Capital Markets Law.
Mandatory or Voluntary Tender Offer in the Case of Near-total Control
When a publicly traded Argentine company becomes subject to near-total control any minority shareholder may, at any time, request the controlling person to make a tender offer to all the minority shareholders at an “equitable price” under the terms of Section 88 of this Argentine Capital Markets Law for near-total control scenarios. In addition, within six months from the date on which the company has come under the near-total control of another person, the latter may issue a unilateral declaration of willingness to acquire all the remaining capital stock held by third parties.
For the purposes of the above, “near-total control” shall mean a shareholder (or group of shareholders) becomes holder, directly or indirectly, of 95% or more of the outstanding capital stock of a publicly traded Argentine company, and “minority shareholder” shall mean the holders of shares of any kind or class, as well as the holders of all other securities convertible into shares other than those of the controlling person(s). For voluntary offers the price offered may be set by the offeror at its discretion, but the guidelines and criteria applied for its determination must be disclosed and, in such case, the valuation report(s) taken into account must be published. The CNV shall not issue an opinion in relation to the offered price, but shall only formally approve the offer if it complies with the requirements established by CNV regulations.
Item 10.C Material contracts
For information concerning our material contracts, see “Item 4. Information on the Company,” “Item 7.B. Related Party Transactions” and “Item 5. B. Liquidity and Capital Resources”.
| 189 |
Item 10.D Exchange Controls
On September 1, 2019, after the market disruptions caused by the results of the primary elections, with the purpose of strengthening the normal functioning of the economy, fostering a prudent administration of the exchange market, reducing the volatility of financial variables and containing the impact of the variations of financial flows on the real economy, the Argentine Government issued Decree No. 609/2019 (“Decree No. 609”) whereby foreign exchange controls were temporarily reinstated. The decree: (i) reinstated, originally until December 31, 2019, the exporters’ obligation to repatriate the proceeds from exports of goods and services in the terms and conditions set forth by the Central Bank’s implementing regulations and settle for pesos through the foreign exchange market (the “Foreign Exchange Market”); and (ii) authorized the Central Bank to (a) regulate access to the Foreign Exchange Market for the purchase of foreign currency and outward remittances; and (b) set forth regulations to avoid practices and transactions aimed to circumvent, through the use of securities and other instruments, the measures adopted through the decree. On the same date, the Central Bank issued Communication “A” 6770, which was subsequently amended and supplemented by further Central Bank communications.
For the purposes of this section, (i) “foreign currency” means any currency other than the Argentine peso; and (ii) “Foreign Exchange Regulations” means the foreign exchange regulations issued by the Central Bank pursuant to Communication “A” 8191, as subsequently amended and supplemented from time to time by Central Bank’s communications.
Pursuant to Communication “A” 8226 issued by the Central Bank on April 11, 2025, and effective as of April 14, 2025, certain measures were implemented to ease foreign exchange restrictions and introduce greater flexibility to the Foreign Exchange Regulations. As a result, as of the date of this annual report, the restrictions for the payment of imports in place since December 13, 2023, have been eased. However, certain BCRA restrictions on the access to the Foreign Exchange Market remain in force. Below is a description of the main Foreign Exchange Regulations:
Specific provisions for income from the foreign exchange market
Entry and settlement of the proceeds from the export of goods through the Foreign Exchange Market
The Argentine Foreign Exchange Regulations require that proceeds from the export of goods be entered into the country and settled in Argentine Pesos through the Foreign Exchange Market within a specific timeframe as from the date of shipment completion (cumplido de embarque), depending on the type of good. As a general rule, the applicable settlement period is determined by the Common Nomenclature of MEROCSUR (“NCM”) tariff code of the exported goods (in case of crude oil, such period is 30 calendar days) and, in transactions between related parties, may not exceed 60 calendar days. Regardless of these maximum settlement periods, export proceeds must be entered into the country and settled in Argentine Pesos in the Foreign Exchange Market within twenty (20) business days from the date of collection. However, the ability to use this period is subject in all cases to compliance with the deadlines established in the Argentine Foreign Exchange Regulations for each type of good.
In the case of funds received or credited abroad, the settlement obligation may be deemed satisfied to the extent of the amounts customarily deducted by foreign financial institutions as fees or expenses for the transfer of funds to Argentina.
If the client is a Special Purpose Vehicle (“SPV”) that has adhered to the Incentive Regime for Large Investments (Régimen de Incentivo para Grandes Inversiones or “RIGI”) and has duly declared to the Argentine Ministry of Economy its intention to apply for the export proceeds benefits available under such regime, the collection, repatriation and settlement of export proceeds from goods and services shall be governed by the specific repatriation and settlement thresholds applicable under the Argentine Foreign Exchange Regulations, as relevant.
Amounts received in foreign currency as compensation for losses related to exported goods must also be entered into the country and settled in Argentine Pesos through the Foreign Exchange Market, up to the value of the insured exported goods.
| 190 |
Advances, pre-financing, and post-financing from abroad must be entered into the country and settled in the Foreign Exchange Market within twenty (20) business days from the date of collection or disbursement abroad, subject to the requirements and exceptions established in the Argentine Foreign Exchange Regulations.
Argentine Foreign Exchange Regulations also provide for certain exceptions to the mandatory settlement requirement. In this regard, under the Investment Promotion Regime for Hydrocarbon Exploration and Exploitation (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos), created by Decree No. 929/2013, as amended from time to time, hydrocarbon exploitation projects approved by the Argentine Ministry of Economy that involve direct foreign currency investments exceeding US$250 million during the first three years following project approval may qualify for the regime. Among other benefits, beneficiaries are entitled to freely export up to 20% of their hydrocarbon production without export duties, and the foreign currency proceeds derived from such exports are not subject to mandatory settlement through the Foreign Exchange Market. See “Argentina’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Argentina”.
Application of Foreign Currency from Export Proceeds
The Argentine Foreign Exchange Regulations allow export proceeds from goods and services to be applied to the repayment of certain obligations, provided that the applicable certification and monitoring requirements are met. In particular, export proceeds may be applied to the repayment of: (i) advances, pre-financing and post-financing of exports that have been settled through the Foreign Exchange Market; (ii) export pre-financing and financing granted or guaranteed by local financial institutions, whether or not settled through the foreign exchange market, subject to the conditions set forth in the regulations; (iii) financial indebtedness under contracts in force as of August 31, 2019 that expressly provide for repayment through the application abroad of export proceeds; (iv) financial transactions that are expressly authorized to apply export proceeds in accordance with the requirements set forth in Sections 7.9 and 7.10 of the Argentine Foreign Exchange Regulations; and (v) advances, pre-financing and post-financing from abroad with partial settlement pursuant to Decrees No. 492/2023, No. 549/2023, No. 597/2023 and No. 28/2023, among others.
Moreover, under Section 7.9.5 of the Argentine Foreign Exchange Regulations export proceeds from goods and services may be allocated to offshore or onshore collateral accounts established to secure the payment of principal and interest under eligible External Financial Indebtedness that was entered into and settled through the Foreign Exchange Market on or after January 7, 2021 (or, as from August 8, 2025, in the case of certain specified financings). Such allocation is allowed up to an amount equal to 125% of the principal and interest payable during the current month and the following six calendar months, based on the repayment schedule agreed with the creditors. Any amounts in excess of this threshold must be repatriated to Argentina and settled in Argentine Pesos through the Foreign Exchange Market within the general timeframes established by the applicable regulations. If the relevant financing agreement requires the funds to remain deposited beyond the applicable settlement deadline, the exporter may request an extension of such deadline until the fifth business day following the contractually required deposit date, as set forth in the financing documentation.
Obligation to settle foreign currency from exports of services
As a general rule, payments received for the provision of services by residents to non-residents must be entered and settled through the Foreign Exchange Market within twenty (20) business days from the date of its collection abroad or in Argentina or its crediting to foreign accounts.
In the case of funds received or credited abroad, the collection and liquidation may be considered completed for the amount equivalent to the usual expenses debited by the financial entities abroad for the transfer of funds to Argentina.
If the client is a SPV that has adhered to the RIGI and has duly notified the Argentine Ministry of Economy of its intention to avail itself of the foreign exchange benefits under such regime, the foreign currency obtained from activities other than the export of goods (including services) may, subject to compliance with the applicable conditions, be exempt from the obligation to be entered into and/or settled through the Foreign Exchange Market. In particular, foreign currency proceeds arising from services provided to non-residents in connection with a RIGI-backed project may qualify for such exemption, provided that the services were rendered or accrued as from the SPV’s start-up date as reported by the Ministry of Economy to the BCRA.
| 191 |
In addition, the Argentine Foreign Exchange Regulations contemplate certain scenarios in which proceeds from the export of services are exempt from mandatory settlement through the Foreign Exchange Market, provided that such proceeds are entered into the country within the applicable deadlines.
Disposal of non-financial, unproduced Assets
The consideration received by residents from the disposal of non-financial proceeds or, unproduced assets to non-residents must be channeled into the country in foreign currency and settled through the Foreign Exchange Market within twenty (20) business days from the date of receipt abroad or in Argentina, or from the date of crediting to foreign accounts.
In the case of funds received or credited abroad, the channeling and settlement requirement may be considered fulfilled for the amount equivalent to the usual charges debited by foreign financial institutions for transferring the funds to the country.
Debt securities subscribed abroad and external financial indebtedness
Debt securities publicly registered abroad, other external financial indebtedness, and foreign currency-denominated debt securities publicly registered in Argentina fully subscribed abroad ("External Financial Indebtedness"), disbursed as from September 1, 2019, must be entered into Argentina and settled in the Foreign Exchange Market as a requirement for subsequent access to it in order to service their capital and interest payments. Consequently, although the settlement of the proceeds from such transactions is not mandatory, failing to settle it will prevent future access to the Foreign Exchange Market for repayment purposes.
Additionally, as further conditions for such access to the Foreign Exchange Market, the transaction must have been declared in the External Assets and Liabilities Survey (as defined below, see “—Other Specific Provisions—BCRA Information Framework”), and access to the Foreign Exchange Market must occur no more than three (3) business days prior to the due date of the capital or interest service to be paid.
In the case of a capital payment of debt securities issued as from November 8, 2024 made through a transfer abroad, access to the Foreign Exchange Market shall, in addition, only be permitted once at least the following periods have elapsed from the issuance date:
| (i) | 12 months, if the security was issued between November 8, 2024 and April 20, 2025; |
| (ii) | six months, if the security was issued between April 21, 2025 and May 15, 2025; |
| (iii) | 18 months, if the security was issued on or after May 16, 2025. |
Access to the Foreign Exchange Market to make payments more than three (3) days in advance of the due date is, as a general rule, subject to prior authorization from the BCRA. The following cases of early repayment may be exempt from such prior authorization, provided they meet several requirements outlined in Section 3.5 of the Argentine Foreign Exchange Regulations: (i) early repayment of principal and interest with the settlement of funds entered into the country by the issuance of a new debt security that qualifies as External Financial Indebtedness; (ii) early repayment of principal and interest with the simultaneous settlement of other External Financial Indebtedness; (iii) early repayment of interest in the context of a debt exchange process involving debt securities that qualify as External Financial Indebtedness; (iv) early repayment of principal and interest simultaneously with the settlement of new External Financial Indebtedness granted by a local financial institution through a foreign credit line; and (v) early repayment of principal and interest by a SPV adhering to the RIGI.
Furthermore, prior approval from the BCRA is required for local residents to access the Foreign Exchange Market for the payment of principal and interest related to External Financial Indebtedness with related parties. Certain specific exceptions apply, as detailed in Section 3.5.6 of the Argentine Foreign Exchange Regulations. See “—Payments Related to Debts with Related Parties.”
| 192 |
Additionally, under Section 3.11.2 of the Argentine Foreign Exchange Regulations, entities may grant access to the Foreign Exchange Market to residents in order to make payments for services related to External Financial Indebtedness or securities with access to the Foreign Exchange Market pursuant to Sections 3.6.1.3 to 3.6.1.5 of the Argentine Foreign Exchange Regulations, to purchase foreign currency before the deadline permitted by the regulations, under the following conditions:
| (i) | The funds acquired are deposited in foreign currency accounts held by the client in local financial institutions; |
| (ii) | The intervening entity has verified that the indebtedness, the service of which will be paid with these funds, complies with the applicable Argentine Foreign Exchange Regulations that allow such access; and |
| (iii) | The client's access falls within one of the following situations: |
| a. | It is made within the sixty (60) calendar days prior to the due date, with a daily amount not exceeding 10% of the amount to be paid; or |
| b. | It is made within five (5) business days prior to the regulatory deadline allowed in each case, with a daily amount not exceeding 20% of the amount to be paid. |
Specific provisions on access to the foreign exchange market
General requirements
As a general rule, and in addition to the specific rules of each transaction for access, certain general requirements must be complied with by a local company or individual to access the Foreign Exchange Market for the purchase of foreign currency or its transfer abroad (i.e., payments of imports and other purchases of goods abroad; payment of services rendered by non-residents; distribution of profits and dividends; payment of debt securities subscribed abroad and external financial indebtedness; interest payments on debts for the import of goods and services, among others) without requiring prior approval from the BCRA. In this regard, the local company or individual must file an affidavit stating that:
| (a) | (i) At the time of access to the Foreign Exchange Market, all of its foreign currency holdings in Argentina are deposited in accounts in financial institutions, and (ii) at the beginning of the day on which it requests access to the Foreign Exchange Market, it does not hold Argentine certificates of deposit (for its acronym in Spanish, “CEDEARs”) representing foreign shares and/or available liquid foreign assets that together have a value greater than US$ 100,000. For these purposes, “foreign liquid assets” are considered to be holdings of banknotes and coins in foreign currency, cash in gold coins or bars of good delivery, demand deposits in financial institutions abroad and other investments that allow immediate availability of foreign currency. On the other hand, funds deposited abroad shall not be considered available liquid external assets if they cannot be used by the client because they constitute reserve or guarantee funds established under the requirements of foreign indebtedness contracts, export pre-financing operations covered under Section 7.8.5 of the Argentine Foreign Exchange Regulations, or funds held as collateral for derivative transactions executed abroad. |
In the event that the client holds foreign liquid assets and/or CEDEARs in an amount greater than that established in the preceding paragraph, the financial institution may also accept an affidavit from the client confirming that such amount has not been exceeded, considering that, partially or fully, the foreign liquid assets:
| (i) | have been used during that day for payments that would have had access to the Foreign Exchange Market; |
| (ii) | have been transferred to the client’s favor to a correspondent account of a local entity authorized to operate in foreign exchange; |
| (iii) | are funds deposited in foreign bank accounts in the client's name, originating from proceeds of exports of goods and/or services, or advances, prefinancing, or post financing of exports of goods granted by non-residents, or from the sale of non-produced non-financial assets, for which the 20 (twenty) business day period from their receipt has not elapsed; |
| (iv) | are funds deposited in foreign bank accounts in the client's name, originating from External Financial Indebtedness, and the amount does not exceed the equivalent required to pay capital and interest in the next 365 (three hundred sixty-five) calendar days; |
| 193 |
| (v) | are funds deposited in foreign bank accounts in the client's name, originating from disbursements received abroad after November 29, 2024 from External Financial Indebtedness, within the last 180 (one hundred eighty) calendar days; |
| (vi) | are funds deposited in foreign bank accounts in the client's name, originating from the sale of securities settled in foreign currency as outlined in section 3.16.3.6.iii) of the Argentine Foreign Exchange Regulations; |
| (vii) | are funds deposited in foreign bank accounts in the client's name, originating from debt securities issued in the last 120 calendar days, and falling under the provisions of sections 7.11.1.5. and 7.11.1.6 of the Argentine Foreign Exchange Regulations. |
| (b) | It undertakes the obligation to settle in the Foreign Exchange Market, within five business days of its availability, the funds received abroad from the collection of loans granted to third parties, time deposits, or the sale of any type of asset, to the extent that the asset subject to the sale was acquired, the deposit constituted or the loan granted after May 28, 2020. |
The affidavits included in paragraphs (a) and (b) above will not be required for outbound transactions involving the purchase of foreign currency notes for holding purposes or for the opening of deposits by resident individuals, in accordance with the Argentine Foreign Exchange Regulations.
| (c) | Only when the client is not a resident individual, must it state that, on the date of access to the Foreign Exchange Market and in the previous 90 calendar days, either directly nor indirectly, nor on behalf or for the account of third parties: |
| (i) | did not arrange sales in Argentina of securities with settlement in foreign currency, |
| (ii) | did not exchange securities issued by residents for foreign assets, |
| (iii) | did not transfer securities to depository entities abroad, |
| (iv) | did not acquire in Argentina securities issued by non-residents with settlement in Argentine Pesos, |
| (v) | did not acquire CEDEARs representing foreign shares, |
| (vi) | did not acquire securities representing private debt issued in foreign jurisdiction, and |
| (vii) | did not deliver funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) to any entity (whether physical or legal, resident or non-resident, related or not), receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto-assets or securities deposited abroad (items (i) through (vii), collectively, the “Restricted Transactions”). |
| (d) | Only when the client is not a resident individual, must it state that it undertakes the obligation not to enter into any of the Restricted Transactions from the time it requests access to the Foreign Exchange Market and for 90 calendar days thereafter, neither directly nor indirectly, nor on behalf or for the account of third parties. |
Section 3.16.3.6 of the Argentine Foreign Exchange Regulations sets forth several transactions that should not be considered in the affidavits prepared to comply with items (c) and (d) above.
| (e) | Section 3.16.3 of the Argentine Foreign Exchange Regulations adds that, in the event that the customer requesting access to the Foreign Exchange Market is a legal entity, in order for the transaction not to be covered by the requirement of prior approval by the BCRA, the customer must submit to the corresponding financial institution an affidavit stating: |
| 194 |
| (i) | details of the physical or legal persons exercising a direct control relationship over the client and of other legal persons with which they are part of the same economic group; |
| (ii) | that on the day on which it requests access to the Foreign Exchange Market and in the 90 days prior to that date, it has not delivered in Argentina any funds in local currency or other liquid local assets, except funds in foreign currency deposited in local financial institutions, to any individual or legal entity that exercises a direct control relationship over it, or to other companies with which it is part of the same economic group, except those directly associated with regular transactions between residents for the acquisition of goods and/or services. |
| (iii) | The requirements set forth in items (i) and (ii) above may be deemed fulfilled if the client seeking access has submitted: |
| (1) | An affidavit confirming that, within the period established in item (e)(ii), except for transactions directly related to routine transactions in the course of its business activities, it has not transferred local currency funds or other liquid local assets—excluding foreign currency funds deposited in local financial institutions—to any individual or legal entity within Argentina. |
| (2) | An affidavit signed by each individual or legal entity identified in item (e)(i) to whom the client has transferred funds under the terms of item (e)(ii), confirming compliance with the requirements set forth in items (c), (d), and (e)(ii). |
| (3) | An affidavit signed by each individual or legal entity identified in item (e)(i), confirming either: (x) compliance with the requirements set forth in items (c) and (d), or (y) that, within the period established in item (e)(ii), except for transactions directly related to routine purchases of goods and/or services between residents, it has not received local currency funds or other liquid local assets—excluding foreign currency funds deposited in local financial institutions—originating from the client or from any entity identified in item (e)(i) to whom the client has transferred funds under the terms of item (e)(ii). |
The Argentine Foreign Exchange Regulations state that transfers to foreign depositary entities of securities made in connection with a repurchase of debt securities by Argentine residents should not be considered in the affidavits prepared to comply with the Argentine Foreign Exchange Regulations.
Imports payments
Section 3.1 of the Argentine Foreign Exchange Regulations allows access to the Foreign Exchange Market for the payment of imports of goods, establishing different conditions depending on whether they are payments of imports of goods with customs entry registration, or payments of imports of goods with pending customs entry registration, and based on the due date of the interest that such commercial debts accrue.
It also provides for the reestablishment of the “SEPAIMPO”, the import payment tracking system, for the purpose of monitoring import payments, import financing and the demonstration of the entry of goods into the country.
In addition, the local importer must designate a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with applicable regulations, including, among others, the settlement of import financing and the entry of imported goods.
Communication “A” 7,917 issued on December 13, 2023, as amended from time to time, substantially modified the regime of access to the Foreign Exchange Market for the payment of imports of goods and services, establishing the following regarding the access to the Foreign Exchange Market for the payment of imports of goods, effective as of December 13, 2023:
| 195 |
| (1) | A SIRA filing in “SALIDA” status is not required to access the Foreign Exchange Market. In particular, access to the Foreign Exchange Market does not require (i) the filing of a SIRA declaration in “SALIDA” status, nor (ii) the validation of the transaction in the Single Current Account for Foreign Trade system. |
| (2) | Payments for imports of goods with customs entry registration as from December 13, 2023: Entities may provide access to the Foreign Exchange Market without prior BCRA approval to make deferred payments for imports of goods with customs entry registration as from December 13, 2023, from the date of customs entry, provided that the transactions are not covered under Section 10.6.6 and that all other applicable regulatory requirements are satisfied. |
| (3) | Payments of imports of goods with pending customs entry registration: Entities may also grant access to the Foreign Exchange Market without the prior approval of the BCRA to process payments with pending customs entry for transactions not covered under Section 10.6.6, provided that, in addition to the other applicable regulatory requirements, the payment falls within the situations set forth in Section 10.10.2 of the Argentine Foreign Exchange Regulations. |
| (4) | Stock of debt. Imports of Goods: Access to the Foreign Exchange Market to make import payments for goods whose customs entry registration occurred up to December 12, 2023, in addition to the remaining applicable requirements, shall require the prior conformity of the Central Bank except when they are transactions financed by financial entities or official credit agencies or international organizations; among other situations set forth in Section 10.11 of the Foreign Exchange Regulations. |
Payment for services rendered by non-residents
Pursuant to Section 3.2 of the Argentine Foreign Exchange Regulations, entities may access the Foreign Exchange Market to make payments for services rendered by non-residents as long as they have documentation to support the existence of the service.
In the case of commercial debts for services, access is granted as from the expiration date, provided that it is verified that the transaction is declared, if applicable, in the last due presentation of the External Assets and Liabilities Survey.
Regarding access to the Foreign Exchange Market for the payment of service imports, the following provisions apply:
Payments for services that were or will be rendered or accrued on or after December 13, 2023.
Entities may give access to the Foreign Exchange Market to make payments for non-residents services that were or will be rendered as of December 13, 2023, when, in addition to the other applicable regulatory requirements, the transaction falls within one of the situations detailed below:
| i. | The payment corresponds to a transaction that falls under the following concept codes: |
S03. Passenger Transportation Services.
S06. Travel (excluding transactions associated with withdrawals and/or consumption with resident cards with non-resident suppliers or non-resident cards with Argentine suppliers).
S23. Audiovisual services.
S25. Government services.
S26. Health services by travel assistance companies.
| 196 |
S27. Other health services.
S34. Transactions involving charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, for the provision of digital services not related to travel.
S35. Transactions involving charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, for the remote (non face-to-face) purchase or sale of goods.
S36. Transactions involving cash withdrawals and/or charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, excluding those relating to the provision of digital services not related to travel or the remote (non face-to-face) purchase or sale of goods.
| ii. | Expenses paid to foreign financial entities for their usual transactions. |
| iii. | The payment corresponds to a transaction classified under the concept “S31. Freight services for export of goods,” in which the freight charges from part of the sales terms agreed with the purchaser of the goods, and is made once the export has been cleared for shipment by customs. |
| iv. | The payment corresponds to a transaction classified under the concept “S31. Freight services for export of goods,” in which the freight charges form part of the sales terms agreed with the purchaser of the goods, and is made once the export has been cleared for shipment by customs. |
| v. | The payment corresponds to a transaction classified under the concept “S30. Freight services for import transactions of goods” and is made as from the date the service is rendered. In the case of freight charges related to an import transaction falling within the scope of Section 10.10.2.1 of the Argentine Foreign Exchange Regulations, payment may be made as from the shipment date of the goods at origin. |
| vi. | The payment corresponds to a transaction classified under the concept “S24. Other personal, cultural, and recreational services” provided by a counterparty affiliated with the resident on or before April 13, 2025, and is made after a period of ninety (90) calendar days from the date the service is rendered or accrued. |
| vii. | The payment corresponds to a transaction corresponding to a service not included in Sections 13.2.1. to 13.2.5. of the Argentine Foreign Exchange Regulations provided by a non-related counterparty to the resident, and payment is made as of the date the service is rendered or accrued. This timeframe shall also apply to transactions corresponding to transfers abroad by local agents of funds collected in Argentina for services provided by non-residents to residents. |
| viii. | The payment corresponds to a transaction corresponding for a service not included in items 13.2.1. to 13.2.5. of the Argentine Foreign Exchange Regulations provided by a related counterparty to the resident, and payment is made: |
(a) After a period of 90 calendar days from the date the service is rendered or accrued, if such date falls on or after April 14, 2025.
(b) After a period of 180 calendar days from the date the service is rendered or accrued, if such date is prior to April 14, 2025.
| 197 |
Payments for services that were or will be rendered or accrued as from December 13, 2023, prior to the provisions set forth in Sections 13.2.3 to 13.2.7 of the Argentine Foreign Exchange Regulations
Access to the Foreign Exchange Market for payments for services provided and/or accrued by non-residents from December 13, 2023, will be admissible prior to the deadlines set forth in Sections 13.2.3 to 13.2.7. of the Argentine Foreign Exchange Regulations, when, in addition to the other applicable requirements, the following situations are verified:
| i. | The customer accesses the Foreign Exchange Market with funds originating from foreign currency financing for service imports granted by a local financial entity, provided that the maturity dates and the principal amounts to be paid of the granted financing are compatible with those provided in Section 13.2. of the Foreign Exchange Regulations. |
| ii. | If the granting of the financing is prior to the date of provision or accrual of the service, the deadlines provided in Section 13.2 of the Argentine Foreign Exchange Regulations will be calculated from the estimated date of provision or accrual plus 15 calendar days. |
In the case of a transaction classified under the concept “S30. Freight services for goods import operations” that falls within the scope of Section 10.10.2.1 of the Argentine Foreign Exchange Regulations, financing shall be provided until the estimated shipment date of the goods at origin plus an additional period of 15 calendar days.
If the financing is granted after the date the service is rendered or accrued, the time periods set forth in Section 13.2 of the Argentine Foreign Exchange Regulations shall be calculated from that date.
| iii. | The customer has access to the Foreign Exchange Market simultaneously with the settlement of funds for advances or pre-financing of exports from abroad or pre-financing of exports granted by local financial entities with funding in foreign credit lines, to the extent that the stipulations of Section 13.3.1 of the Argentine Foreign Exchange Regulations regarding maturity dates and the amounts of principal to be paid for the financing are complied with. |
| iv. | The customer accesses the Foreign Exchange Market simultaneously with the settlement of funds originated in an External Financial Indebtedness, to the extent that the provisions of Section 13.3.1 of the Argentine Foreign Exchange Regulations regarding maturity dates and principal amounts payable on the financing are complied with. |
The portion of the financial indebtedness that is used by virtue of the provisions of this Section may not be computed for the purposes of other specific mechanisms that enable access to the Foreign Exchange Market as from the entry and/or settlement of this type of transactions.
| v. | In the case that the payment for imports of services is performed within the framework of the mechanism provided for in Section 7.11 of the Argentine Foreign Exchange Regulations. |
| vi. | The customer has a “Certification for the regimes of access to foreign currency for the incremental production of oil and/or natural gas (Decree No. 277/22) issued within the framework of the provisions of Section 3.17 of the Argentine Foreign Exchange Regulations. |
| vii. | The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by local or foreign financial entities. |
| viii. | The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by international organizations and/or official credit agencies. Entities may also consider as a transaction guaranteed by an official credit agency those covered by a guarantee issued by a private insurer on behalf of a national government of another country. In all cases, the intervening entity must have documentation explicitly confirming this situation. |
| 198 |
| ix. | The payment is made on the closing date of a repurchase and/or debt redemption transaction under Sections 3.5.3.1. or 3.6.4.4. of the Argentine Foreign Exchange Regulations and relates to services provided by non-residents arising from the issuance of the new debt securities and/or the repurchase and/or redemption transaction. |
| x. | The payment is to a counterparty not related to the client and is completed through an exchange and/or arbitration with the funds deposited in a foreign currency account in a local financial entity. |
Stock of debt of imports of services
The BCRA’s prior approval shall be required for access to the Foreign Exchange Market to make payments for non-resident services rendered or accrued up to December 12, 2023, except when in addition to the other applicable requirements, the entity verifies compliance with the requirements set forth in Section 13.4. of the Argentine Foreign Exchange Regulations.
Payments for debt securities subscribed abroad and external financial indebtedness with foreign entities
As previously mentioned, for resident debtors to access the Foreign Exchange Market to make capital or interest payments on External Financial Indebtedness, it is required that an amount equivalent to the nominal value of the External Financial Indebtedness has been entered into Argentina and settled through the Foreign Exchange Market, and that the transaction has been declared in the External Assets and Liabilities Survey. See "—Debt securities subscribed abroad and external financial indebtedness."
This requirement for entry and settlement will be considered fulfilled in the following cases:
| (1) | Indebtedness disbursed before September 1, 2019. |
| (2) | Indebtedness originating from September 1, 2019, which does not generate disbursements due to refinancing of capital and/or interest on external financial indebtedness that had access under the applicable regulations, as long as the refinancing does not bring forward the maturity of the original debt. |
| (3) | For the amount of the applicable origination and/or issuance expenses and other expenses debited abroad for the banking transactions involved. |
| (4) | For the difference between the effective value and the nominal value in publicly registered debt securities issued below par. |
| (5) | For the portion corresponding to a capitalized interest in accordance with the financing agreement. |
| (6) | For the portion new debt securities delivered by a resident to their creditors as participation premium, repurchase, early redemption, or similar, in the framework of a debt exchange, repurchase, and/or early redemption transaction of External Financial Indebtedness, provided that: |
| a. | The nominal value of the new securities delivered, in the concept of participation premium, repurchase or early redemption or similar, does not exceed the equivalent of 5% of the capital value of the debt effectively exchanged or repurchased; and |
| b. | The new debt securities provide at least one year of grace for capital repayment and imply a minimum extension of two years regarding the average duration of the remaining capital of the exchanged or repurchased debt. |
| (7) | For the portion of public debt securities issued from January 7, 2021, which were delivered to creditors to refinance preexisting financial debts with an extension of the average duration, corresponding to the refinanced capital amount, accrued interest up to the refinancing date, and, to the extent that the new debt securities do not have capital maturities during the first two years, the amount equivalent to the interest that would accrue in the first two years on the debt being refinanced in advance and/or the deferral of the refinanced capital and/or the interest that would accrue on the amounts so refinanced. |
| (8) | For the portion subscribed in foreign currency in Argentina for public debt securities issued abroad starting from February 5, 2021, provided that all conditions outlined in the Argentine Foreign Exchange Regulations are met. |
| (9) | For external indebtedness originating from September 1, 2019 in a refinancing of the capital and/or interest on commercial debts with the foreign creditor, provided that the new financial debt does not anticipate maturity dates concerning the refinanced commercial debt nor involve payments before the date the client could have accessed for the commercial debt under the applicable regulations. |
| 199 |
| (10) | For External Financial Indebtedness falling under sections 7.11.1.3 and 7.11.1.5 of the Argentine Foreign Exchange Regulations, provided that evidence of customs entry registration of goods with a value equivalent to the received financing is presented. The value of freight expenses stated in the transportation documentation associated with the customs entry registration of the goods may also be counted, provided that the funds from the transactions outlined in the mentioned sections were used for direct payment to the freight service provider of imports not included in the agreed purchase condition. |
| (11) | External Financial Indebtedness that falls under Section 7.10.2.2.ii) of the Argentine Foreign Exchange Regulations, provided that evidence of customs entry registration of goods with a value equivalent to the received financing is presented. |
For the portion of publicly registered debt securities issued between October 9, 2020, and December 31, 2023, with an average duration not less than two years, which were delivered to creditors of external financial indebtedness and/or foreign currency-denominated public debt securities with maturities between October 15, 2020, and December 31, 2023, as part of the refinancing plan required under item 7 of Communication A 7106 and related provisions (as included in item 3.17 of Annex of Communication A 7914), based on the parameters defined in the Argentine Foreign Exchange Regulations.
Section 3.5.4 of the Argentine Foreign Exchange Regulations establishes that, as long as the prior approval requirement for access to the Foreign Exchange Market for paying capital and interest on External Financial Indebtedness remains in force, this requirement will not be applicable when all of the following conditions are met:
| (a) | The funds were used to finance projects within the "Argentine Natural Gas Production Promotion Plan – 2020-2024 Supply and Demand Scheme" established in Article 2 of Decree No. 892/20 ("Plan GasAr"); |
| (b) | The funds have been entered and settled through the Foreign Exchange Market as from November 16, 2020; and |
| (c) | The indebtedness has an average duration of no less than 2 (two) years. |
Payments Related to Debts with Related Parties
Prior approval from the BCRA is required to access the Foreign Exchange Market for the cancellation of principal and interest of External Financial Indebtedness when the creditor is a related counterparty to the resident debtor, in accordance with section 3.5.6 of the Argentine Foreign Exchange Regulations. Additionally, debts covered by this section will continue to be subject to prior approval even if there is a modification of the creditor or debtor that results in no longer having a relationship between the creditor and the resident debtor.
Prior approval from the BCRA will not be required when:
| (i) | it is related to transactions specific to local financial institutions; |
| (ii) | it is an External Financial Indebtedness that has an average life of no less than six months, provided the funds were entered into Argentina and settled through the Foreign Exchange Market on or after April 21, 2025; |
| (iii) | it is an External Financial Indebtedness with an average maturity of no less than two years, and the funds have been entered and settled through the Foreign Exchange Market between October 2, 2020 and April 20, 2025; |
| (iv) | it is a payment of compensatory interest accruing from January 1, 2025, on the remaining original value of financial debts with related foreign counterparties. Penalty or other equivalent interest that accrues from January 1, 2025, will still be subject to the prior approval requirement; |
| 200 |
| (v) | the client is a SPV participant under RIGI that settles principal or interest of External Financial Indebtedness as provided in section 14.2.1 of the Argentine Foreign Exchange Regulations; |
| (vi) | it is a payment of interest that is made simultaneously with the settlement for at least an equivalent amount of: |
| a. | new External Financial Indebtedness with an average maturity of no less than 2 (two) years and providing at least one year of grace for principal payments, both counted from the date access to the market is granted. |
| b. | new direct investment contributions from non-residents. |
The financial debts and/or direct foreign investment contributions, which cannot be considered for other mechanisms under the Argentine Foreign Exchange Regulations, may be entered and settled by the debtor making the interest payment or by another resident company belonging to the same economic group.
| (vii) | it is an External Financial Indebtedness under the mechanism of Section 7.11 of the Argentine Foreign Exchange Regulations, and the access date is consistent with the conditions required to fit within that mechanism; |
| (viii) | the client has a “Certification for foreign exchange access regimes for incremental oil and/or natural gas production (Decree 277/22)” issued in the framework of Section 3.17 of the Argentine Foreign Exchange Regulations, for the equivalent of the principal amount being paid; |
| (ix) | the client has a “Certification of increased goods exports” for the years 2021 to 2023 issued under Section 3.18 of the Argentine Foreign Exchange Regulations for the equivalent of the principal amount being paid; |
| (x) | it is an External Financial Indebtedness with an average maturity of no less than 2 (two) years settled between August 27, 2021, and December 12, 2023, and was used to pay commercial debts for the import of goods and services, based on the issuance of a “Certification of entry of new financial indebtedness with the exterior” under item 1 of Communication A 7348 and related provisions (provisions received in item 3.19 of the Annex to Communication A 7914); and |
| (xi) | it is an External Financial Indebtedness with an average maturity of no less than 2 (two) years originating between August 27, 2021, and December 12, 2023, from a refinancing of commercial debts for the import of goods and services with the same creditor, under item 20 of Communication A 7626 and related provisions (provisions received in item 3.20 of the Annex to Communication A 7914). |
Payments of debt securities or other debt instruments denominated and payable in foreign currency in Argentina
Pursuant to Section 2.5 of the Argentine Foreign Exchange Regulations, issuances by residents of publicly registered debt securities in Argentina that do not constitute External Financial Indebtedness and/or promissory notes with a public offering issued under General Resolution No. 1003/24 of the CNV and related regulations, and/or fiduciary debt securities issued by trustees of fiduciary trusts with a public offering carried out in accordance with CNV provisions in the matter, denominated and subscribed in foreign currency, must be settled in the Foreign Exchange Market as a requirement for subsequent access to said market to address their capital and/or interest services in foreign currency in Argentina under the provisions of this section.
Access to the Foreign Exchange Market for the repayment of debts and other obligations in foreign currency between residents, incurred after September 1, 2019, is prohibited.
However, exceptions are made for the cancellation in Argentina of principal and interest upon maturity of:
| (i) | Foreign currency financing granted by local financial institutions including payments for foreign currency consumption through credit or purchase cards, except for the repayment of overdrafts in U.S. dollar current accounts, which may only be settled with the client’s freely available funds in such currency. |
| 201 |
| (ii) | Debt securities issued as from September 1, 2019, for the purpose of refinancing debts covered in item (1) of the following paragraph and which involve an increase in the average maturity of the obligations. |
| (iii) | Debt securities issued as from November 29, 2019, with public registration in Argentina that do not qualify as External Financial Indebtedness, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency, provided that all funds obtained have been settled in the Foreign Exchange Market. |
In the case of debt securities issued by local financial institutions through transactions entered into on or after May 26, 2025, repayment shall only be permitted once at least 12 months have elapsed from the issuance date.
| (iv) | Promissory notes with public offering issued under General Resolution 1003/24 of the CNV and related regulations, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency in Argentina, provided that all funds obtained have been settled in the Foreign Exchange Market. |
| (v) | Fiduciary debt securities issued by trustees of financial trusts with a public offering conducted in accordance with the provisions of the CNV, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency in Argentina, provided that all funds obtained have been settled in the Foreign Exchange Market. |
| (vi) | Issuances of securities covered under items (iii) through (v) that did not involve cash disbursements as they consisted of restructurings of debt originally falling under those same items, provided that the refinancing does not anticipate maturities compared to the original debt. |
Issuances of securities that meet the conditions set forth in items (iii) through (v) above for access to the Foreign Exchange Market will be allowed to cancel their capital and interest services upon maturity through the application of export collections of goods and services in Argentina, provided that the requirements set forth in Section 7.9 of the Argentine Foreign Exchange Regulations are met
Entities may also grant access to the Foreign Exchange Market for the cancellation upon maturity of:
| (1) | Foreign currency obligations between residents formalized through public records or deeds as of August 30, 2019. |
| (2) | Foreign currency financing granted by local financial institutions pending as of August 30, 2019. |
Access to the Foreign Exchange Market before maturity will require prior approval from the BCRA, except when the transaction falls under one of the following situations and all conditions established in each case are met:
| (i) | When the debt originates from foreign currency financing granted by local financial institutions for foreign currency consumption made through credit or purchase cards. |
| (ii) | In case of other financings in foreign currency from local financial institutions, except for the repayment of overdrafts in U.S. dollar current accounts, where repayment is made simultaneously with the settlement of funds received from abroad under new indebtedness: |
| a. | The early payment is made simultaneously with funds settled from new External Financial Indebtedness and/or new prefinancing of exports from abroad; |
| b. | The average maturity of the new indebtedness is longer than the remaining average maturity of the debt being paid off; |
| c. | The accumulated amount of principal payments of the new indebtedness, at any time until the maturity date of the debt being canceled, may not exceed the accumulated principal payments of the financing being paid off; and |
| 202 |
| d. | If the new indebtedness is a prefinancing of exports from abroad, the entity must have an affidavit from the client stating that prior approval from the BCRA will be required for the application of export currency collections to the early repayment of principal before the maturities counted for compliance with the conditions mentioned. |
If the pre-canceled financing by the client was granted from a credit line from abroad, the financial institution may also pre-cancel the principal and accrued interest from the credit line for the proportion of the debt repaid early.
| (iii) | In case of early cancellation of interest within a debt exchange process: |
| a. | The early cancellation of interest is made within a debt exchange process of securities issued by the client, in which the creditor is delivered a new security with public registration in Argentina that does not qualify as External Financial Indebtedness; |
| b. | The amount paid before maturity corresponds to interest accrued up to the closing date of the exchange; |
| c. | The average duration of the new debt securities is longer than the remaining average duration of the exchanged securities; and |
| d. | The accumulated amount of principal payments of the new securities, at no time until the maturity date of the debt being canceled, may exceed the amount accumulated by the principal payments of the exchanged securities. |
| (iv) | In case of early cancellation of principal and interest from a debt security covered in this section with the settlement of funds entered from abroad through the issuance of a new debt security that qualifies as External Financial Indebtedness: |
| a. | The early cancellation of principal is made simultaneously with the settlement of funds from abroad through the issuance of a new debt security that qualifies as External Financial Indebtedness issued within a refinancing, repurchase, and/or early redemption transaction; |
| i. | The new debt security includes a one year grace period for capital repayment, and its average duration is at least two years longer than the remaining average duration of the debt security being canceled; and |
| ii. | The accumulated amount of principal payments of the new indebtedness may not exceed, until the maturity date of the canceled debt, the amount accumulated by the principal payments of the debt being canceled. |
| b. | The early cancellation of interest corresponds to the interest accrued on the refinanced debt until the closing date of the repurchase and/or redemption transaction, without the need for an equivalent funds settlement. |
| c. | The early cancellation of interest corresponds to the interest accrued on the refinanced debt until the closing date of the repurchase and/or redemption transaction, without the need for an equivalent funds settlement. |
Additionally, the entity may grant the client access to the Foreign Exchange Market to:
| d. | Pay for a repurchase premium, early redemption, or similar, up to the equivalent of 5% of the principal amount of the repurchased and/or redeemed debt security, provided that the payment is made simultaneously with the settlement of funds entered from abroad by the new debt security exceeding the principal amount being pre-canceled, by at least an amount equivalent to the premium paid. |
| e. | Pay, at the closing date of the repurchase and/or redemption transaction, without the need for an equivalent funds settlement, the issuance costs or other services provided by non-residents in the context of the issuance of the new debt securities and/or the repurchase and/or redemption transaction. |
| 203 |
| (v) | In case of early cancellation of principal and interest from a debt security covered in this section simultaneously with the settlement of other External Financial Indebtedness: |
| a. | The early cancellation of principal and interest is made simultaneously with funds settled from new External Financial Indebtedness; |
| b. | The average duration of the new indebtedness is longer than the remaining average duration of the debt security being canceled; and |
| c. | The accumulated amount of principal payments of the new indebtedness, at no time until the maturity date of the debt being canceled, may exceed the amount accumulated by the principal payments of the debt security being canceled. |
| (vi) | In the case of early cancellation of principal and interest from a security covered in this section or a foreign currency financing from a local financial entity that was not granted under a foreign credit line, carried out simultaneously with the settlement of a new security covered in this section, subject to the following conditions: |
| a. | the early cancellation of principal and accrued interest of a security covered in this section or a foreign currency financing from a local financial entity that was not granted under a foreign credit line is made simultaneously with the funds settled from the issuance of a new security covered in this section; |
| b. | the average duration of the new security is longer than the remaining average duration of the debt being prepaid, and |
| c. | at no time, up to the maturity date of the debt being prepaid, may the cumulative amount of principal amortizations under the new security exceed the cumulative amount of principal amortizations that would have accrued under the debt being prepaid |
| (vii) | The client is a VPU adhered to the RIGI that early cancels principal or accrued interest from debts covered in this section in accordance with the provisions of Section 14.2.1 of the Foreign Exchange Regulations. |
| (viii) | In the case of prepayment of principal and accrued interest under a security covered by this section, or under foreign currency financing granted by a local financial institution that was not extended under an external credit line, provided that such prepayment is carried out simultaneously with the settlement of new foreign currency financing granted by a local financial institution, subject to the following conditions: |
| a. | the prepayment of principal and accrued interest under a security covered by this section, or under foreign currency financing granted by a local financial institution that was not extended under an external credit line, is made simultaneously with the funds settled under new foreign currency financing granted by a local financial institution. Where foreign currency financing granted by a local financial institution is being repaid, the foregoing requirement shall be deemed satisfied if a certificate issued by the institution granting the new financing evidencing the settlement of the required amount within the preceding forty-eight (48) business hours is obtained; |
| b. | the average life of the new debt is longer than the remaining average life of the debt being prepaid; and |
| c. | at no time, up to the maturity date of the debt being prepaid, may the cumulative amount of principal amortizations under the new debt exceed the cumulative amount of principal amortizations that would have accrued under the debt being prepaid. |
| 204 |
Transactions with BOPREAL
The BOPREAL are securities issued by the BCRA for subscription in a primary offering for the following purposes: (i) by importers of goods, up to the amount of the outstanding debt for imports of goods with customs entry registration on or before December 12, 2023; (ii) by importers of services, up to the amount of the outstanding debt for imports of services where the performance or accrual of such services by the non-resident provider occurred on or before December 12, 2023; (iii) for the payment of profits and dividends owed to non-residents, as from the date on which their distribution was approved by the shareholders’ meeting; (iv) by non-resident clients, for profits and dividends collected in Argentina since September 1, 2019; and (v) by debtors of principal and interest in arrears with related-party counterparties, subject to the prior authorization of the BCRA as provided under Sections 3.3.3 and 3.5.6 of the Argentine Foreign Exchange Regulations.
a) For Importers of Goods:
Importers of goods can subscribe BOPREAL for up to the amount of the pending debt for their imports of goods with customs entry registration before December 12, 2023. The entity making the subscription offer on behalf of the client must have the respective certifications on the outstanding debt amount issued by the entity/entities responsible for monitoring the officializations involved in the SEPAIMPO, in order to verify that all of the following conditions are met:
| (i) | The obligation qualifies as a debt for goods imports as indicated in Section 10.2.4 of the Argentine Foreign Exchange Regulations. |
| (ii) | The transaction is declared, if applicable, in the last overdue submission of the External Assets and Liabilities Survey. |
| (iii) | The conditions set forth in Section 10.3.2.1 of the Foreign Exchange Regulations for access to the Argentine Foreign Exchange Market are met, except for the condition specified in item (viii). |
| (iv) | The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Argentine Foreign Exchange Regulations. |
| (v) | The client provides an affidavit stating that the debt for which they are requesting subscription is pending payment. Section 3.16.3 shall only apply to clients who are not resident individuals. |
In certain cases, the entity making the subscription offer on behalf of the client must have an affidavit from the client confirming that they have not requested the use of this mechanism through another entity for that debt.
b) For Importers of Services:
Importers of services can subscribe BOPREAL for up to the amount of the pending debt for their imports of services in which the provision or accrual of the service by the non-resident took place on or before December 12, 2023.
The entity making the subscription offer on behalf of the client must have the documentation that supports the existence of the service, the amount owed as of the subscription date, and verify that all of the following conditions are met:
| (i) | The obligation qualifies as a debt for service imports as indicated in the second paragraph of Section 13.1.2 of the Argentine Foreign Exchange Regulations. |
| (ii) | The transaction is declared, if applicable, in the last overdue submission of the External Assets and Liabilities Survey. |
| (iii) | The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Argentine Foreign Exchange Regulations. Section 3.16.3 shall only apply to clients who are not resident individuals. |
| (iv) | The client provides an affidavit stating that the debt for which they are requesting subscription is pending payment and that they have not used the use of this mechanism for that debt. |
| 205 |
c) For Profits and Dividends of Non-Resident Shareholders Pending Payment or Already Received in Argentina:
When it comes to profits and dividends pending payment to non-residents as determined by the shareholders' meeting, clients can subscribe BOPREAL for up to the equivalent amount in local currency of the profits and dividends pending payment to non-resident shareholders as determined by the shareholders' meeting.
The entity that makes the subscription offer on behalf of the client must verify compliance with the following requirements:
| (i) | The entity has documentation to support that the outstanding debt corresponds to profits and dividends from closed and audited financial statements. |
| (ii) | The transaction is declared, if applicable, in the latest overdue submission of the External Assets and Liabilities Survey. |
| (iii) | The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Argentine Foreign Exchange Regulations. |
| (iv) | The client provides an affidavit stating that: |
| a. | The profits and dividends for which they are requesting subscription are pending payment; |
| b. | They have not used this mechanism y for that debt, and |
| c. | They acknowledge that they will not have access to the Foreign Exchange Market to pay the equivalent of the debt for which they subscribed unless the payment is made via exchange and arbitrage with funds deposited in a local account, originating from the collection of capital and interest in foreign currency from the BOPREAL bonds. |
Non-resident clients, for profits and dividends received since September 1, 2019, may subscribe BOPREAL for up to the equivalent amount in local currency of the profits and dividends received from that date, adjusted by the most recent Consumer Price Index ("CPI") available at the time of subscription. The entity making the subscription offer on behalf of the client must verify compliance with the requirements outlined in Section 4.6.2 of the Argentine Foreign Exchange Regulations.
d) Complementary Provisions on BOPREAL:
Clients may, provided that the applicable requirements are met, access the Foreign Exchange Market through the execution of an exchange and/or arbitration with funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, to carry out the following transactions:
| (i) | Payment of commercial debts for imports of goods with customs entry registration up to and including December 12, 2023, which were eligible according to the provisions of section (a) above. Payments made through the Local Currency System (the “LCS”) from the sale of funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, may also be considered under this section. |
| (ii) | Payment of commercial debts for imports of services rendered or accrued up to December 12, 2023, which were eligible according to the provisions of section (b) above. Payments made through the LCS from the sale of funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, may also be considered under this section. |
| (iii) | Payment of debts to non-resident shareholders for profits and dividends, which were eligible according to the provisions of the first paragraph of section (c) above. |
| (iv) | The repatriation of portfolio investments of non-residents originating from profits and dividends collected in Argentina since September 1, 2019, as determined by the shareholders' meeting based on closed and audited financial statements, which were eligible according to the provisions of the second paragraph of section (c) above. |
| (v) | Payment of principal and interest on debts with affiliated counterparties, which were eligible in accordance with Section (d) above. |
| 206 |
Clients who have acquired BOPREAL bonds in primary bidding under the provisions of sections (a), (b), (d) and the first paragraph of section (c) may execute sales of securities against a wire transfer to a third-party account abroad, provided that the requirements outlined in Section 4.3.2.3. of the Argentine Foreign Exchange Regulations are met, when selling the BOPREAL bonds acquired by the seller in the aforementioned primary biddings.
They may also liquidate, under the conditions outlined in the previous paragraph, other sales of securities made from April 1, 2024, provided that the market value of these transactions does not exceed the difference between the amount obtained from the sale with settlement in foreign currency abroad of BOPREAL bonds acquired in primary bidding for eligible import debts of goods and services and their nominal value, should the former be lower.
Section 4.8 of the Argentine Foreign Exchange Regulations sets forth a series of transactions that may be carried out by clients who acquired BOPREAL in primary bidding.
In the event that a client has executed a sale with a repurchase obligation using BOPREAL bonds acquired in primary bidding, the following will apply:
| 1) | The sale of the bonds at the origin of the transaction shall not be taken into account for the preparation of the affidavits stipulated in sections (c) and (d) of “General Requirements”; |
| 2) | The aforementioned sale will not entitle the client to carry out securities transactions based on the difference between the amount obtained from the sale and the nominal value of the BOPREAL bonds acquired in primary bidding for eligible import debts of goods and services. |
| 3) | Once the client has regained possession of the BOPREAL bonds, the securities will be subject to the same treatment as bonds acquired in primary bidding. |
Repatriations of direct investments and other foreign currency purchases by non-residents
Pursuant to Section 3.13 of the Argentine Foreign Exchange Regulations, prior approval from the BCRA will be required for access to the Foreign Exchange Market for the repatriation of investments by non-residents and other foreign currency purchases by non-resident clients, except for the following transactions:
| (i) | International organizations and institutions performing the functions of official credit agencies; |
| (ii) | Diplomatic and consular representations, and accredited diplomatic personnel in Argentina for transfers made in the exercise of their functions; |
| (iii) | Representations in Argentina of Courts, Authorities or Offices, Special Missions, Commissions, or Bilateral Bodies established by International Treaties or Agreements, in which Argentina is a party, to the extent that transfers are made in the exercise of their functions; |
| (iv) | Transfers abroad on behalf of individuals who are beneficiaries of pensions and/or retirements paid by the ANSES or other pension agencies and/or pension annuities as provided by Section 101 of Law No. 24,241, for up to the amount received for such concepts in the last 30 calendar days, provided that the transfer is made to a bank account in the beneficiary's registered country of residence; |
| (v) | Purchase of foreign currency in cash by non-residents for tourism and travel expenses, up to a maximum amount of US$ 100, to the extent that the financial institution can verify in the online system implemented by the BCRA that the customer has settled an amount equal to or greater than the amount to be purchased within the 90 days prior to the transaction; |
This transaction will become effective upon the registration of the client’s foreign currency sale with the BCRA by the intermediary entity, in accordance with the established guidelines. It should be noted that transactions involving the framing of settlements during their validity, specifically those pertaining to securities on behalf of and for the account of non-resident tourists, will not be considered for the purposes of this section.
| (vi) | Transfers to bank accounts abroad of individuals for funds received in Argentina related to benefits granted by the Federal Government under Laws 24,043, 24,411, and 25,914 and related legislation; |
| 207 |
Repatriations of direct investments by non-residents in companies that are not controlling entities of local financial institutions, of a the capital contribution that was received and settled through the foreign exchange market on or after October 2, 2020, provided that: (a) repatriation occurs at least 2 one hundred and eighty calendar days after the settlement of the contribution funds , if the contribution was received and settled on or after April 21, 2025; or (b) the repatriation occurs two years after settlement, if the contribution was received and settled between October 2, 2020 and April 20, 2025.
| (vii) | Repatriation of direct investments by non-residents is permitted up to the amount of investment contributions entered and settled through the Foreign Exchange Market as of November 16, 2020, provided that all of the following conditions are met: (a) the funds have been applied to the financing of projects framed within the Plan GasAr 2020-2024; (b) the entity has documentation proving the effective entry of the direct investment into the resident company; and (c) access occurs no earlier than two calendar years from the date of settlement in the Foreign Exchange Market of the transaction that allows for compliance with this section. |
| (viii) | Repatriation of direct investments by non-residents in companies that are not controlling companies of local financial entities is permitted, provided that the relevant entity has obtained a “Certification for the Foreign Exchange Access Regimes for Incremental Oil and/or Natural Gas Production (Decree No. 277/22),” issued in accordance with the provisions of Section 3.17 of the Argentine Foreign Exchange Regulations. |
| (ix) | Repatriations of direct investments by non-residents in companies through access by the resident who acquired their stake in a resident company, provided that: |
| (a) | The access occurs simultaneously with the settlement of funds entered from abroad through External Financial Indebtedness or funds from a financial loan in foreign currency granted by a local financial institution from a credit line of a foreign financial institution, with a minimum average duration of four years and at least three years of grace for capital repayment; |
| (b) | The resident company whose capital is being transferred is in one of the following sectors: forestry industry, tourism, infrastructure, mining, technology, steel industry, energy, oil, and gas; and |
| (c) | The transaction involves the transfer of at least 10% of the resident company's capital. |
If, at the time of access, the client does not have the documentation proving their possession of the capital stake being paid, they must submit an affidavit committing to present the documentation within 60 (sixty) calendar days of access to the Foreign Exchange Market.
The repatriated amount must be equivalent to the original investment.
Through Communication “A” 8331, the BCRA established, within the framework of this item (x), that:
| · | This treatment will also apply—subject to compliance with the remaining applicable requirements—to the acquisition of resident companies across all economic sectors, provided that such companies are neither financial entities nor controlling entities thereof. |
| · | Financial entities may also grant access to the Foreign Exchange Market to resident clients when the relevant transaction involves the acquisition of 100% of the capital stock of a non-resident company whose sole asset is the equity interest in the local company being acquired. In such case, in addition to complying with items (a), (b) and (c) of this subsection (x), the resident client must submit an affidavit signed by the legal representative of the company or by an attorney-in-fact with sufficient authority to assume such commitment on behalf of the company, undertaking to: |
| (i) | Complete, within a maximum period of 12 (twelve) months from the date of access to the Foreign Exchange Market for this transaction, the change of residency of the acquired company so that it becomes a resident company in Argentina. |
| 208 |
| (ii) | Ensure that the local company whose equity interest is being acquired indirectly will not distribute profits or dividends to the acquired foreign company until the residency change referred to in the preceding item has been completed. |
| (iii) | Ensure that, in the event the acquired foreign company—acting as the controlling entity of the local company—is sold to a non-resident, the proceeds received from such sale are entered and settled in the Foreign Exchange Market within 15 (fifteen) business days. |
| (x) | Repatriations of direct investment contributions by non-residents in a SPV adhered to the RIGI under Section 14.2.3 of the Argentine Foreign Exchange Regulations. |
| (xi) | Repatriation by non-residents of principal, income, and proceeds from the sale of portfolio investments in instruments listed on local markets authorized by the CNV, mutual funds without direct listings composed of such instruments, and/or demand or term deposits with local financial institutions, provided that: |
(a) There is certification from a local financial institution evidencing that the investment was constituted with funds received and settled through the local Foreign Exchange Market on or after April 21, 2025.
The settlement requirement shall be considered satisfied if the non-resident client has applied foreign currency directly, on or after May 23, 2025, to the primary subscription of debt securities issued by the National Treasury.
(b) Documentation is available demonstrating that the amount accessing the market does not exceed the interest or principal received and/or the amount actually obtained from the sale of the investment.
If the interest or sale proceeds are received in foreign currency, repatriation may be effected up to the equivalent of such amount.
| (xii) | Repatriations of portfolio investments by non-residents originating from profits and dividends collected in Argentina since September 1, 2019, from distributions determined by the shareholders’ meeting for closed and audited balances are permitted, provided that the transaction is carried out through an exchange and/or arbitration with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL bonds. |
Separately, the aforementioned Communication “A” 8331 established that financial entities may grant access to the Foreign Exchange Market to resident clients in order to effect the repatriation of investments held by a non-resident in connection with the acquisition by the resident of the non-resident’s interest in a concession for the exploitation of natural resources granted in Argentina, provided that:
| (i) | Access is carried out simultaneously with the settlement of funds transferred from abroad pursuant to External Financial Indebtedness or funds from a foreign-currency financial loan granted by a local financial institution funded through a credit line from a foreign financial institution, with a minimum average life of four (4) years and at least three (3) years of principal grace; |
| (ii) | The transaction involves the transfer of at least 10% of the interest in the concession agreement; and |
| (iii) | If, at the time of access, the client does not have the documentation evidencing title to the interest being acquired, the client must submit an affidavit undertaking to submit such documentation within sixty calendar days from the date of access to the Foreign Exchange Market. |
| 209 |
Access to the Foreign Exchange Market by individuals
Financial institutions may grant resident individuals access to the Foreign Exchange Market, without prior authorization from the BCRA, for the purchase of foreign currency in cash for holding purposes or for the establishment of deposits, provided that all of the following requirements are met:
| (i) | The transaction must be processed through a debit from the customer's account at local financial institutions, or if the customer uses local currency in cash, the total amount in local currency may not exceed the equivalent of US$ 100 per calendar month, across all financial institutions and for all specified concepts. |
If the customer opts to use cash in local currency, the institution must obtain an affidavit from the customer affirming compliance with the aforementioned requirement.
| (ii) | The selling institution must either deliver the foreign currency in cash to the customer or credit the funds to a foreign currency account held by the customer at a local financial institution or to a bank account held by the customer abroad, as applicable. |
| (iii) | The institution must have recorded the transaction in the online system implemented for this purpose by the BCRA. |
| (iv) | In all cases, the institution must obtain evidence that the customer has income and/or assets consistent with savings in foreign currency. |
In all cases, the financial entity must obtain an affidavit from the client whereby the client undertakes not to conduct, whether directly, indirectly, or on behalf of or for the account of third parties, any purchases of securities settled in foreign currency from the moment the client requests access and for the following ninety (90) consecutive days. The foregoing undertaking shall not apply to purchases of securities settled in foreign currency carried out:
| (i) | in connection with primary offerings of debt securities issued by resident issuers, provided that the purchaser holds such securities in its portfolio for a minimum of fifteen (15) business days. This minimum holding period shall not apply where the primary subscription was completed on or before December 9, 2025, or where the sale of the subscribed securities is settled in foreign currency; or |
| (ii) | through the reinvestment of foreign-currency proceeds received in respect of principal and/or interest payments on securities issued by the Argentine Treasury or the BCRA, within fifteen (15) business days from the corresponding payment date. |
Financial institutions may grant resident individuals access to the foreign exchange market for the formation of external assets, for family remittances, and for derivative transactions, provided the transaction does not fall under Section 3.12.1 of the Argentine Foreign Exchange Regulations and without prior approval from the BCRA, as long as all of the following requirements are met:
| (i) | The client may not exceed, in any calendar month and across all institutions and under all of the above concepts, the equivalent of US$200. |
| (ii) | The transaction must be debited from the client’s account with a local financial institution. |
If the client uses cash, the amount purchased may not exceed the equivalent of US$100 in any calendar month across all institutions and under all of the above concepts.
| (iii) | The institution must obtain a sworn statement from the client confirming compliance with the above requirements. |
| 210 |
| (iv) | The institution must verify through the online system implemented by the BCRA that the client’s affidavit consistent with the data available to the BCRA. |
| (v) | In the case of transactions related to the client’s formation of external assets, the selling institution must either deliver the foreign currency banknotes or traveler’s checks, or credit the funds to a foreign currency account held by the client with a local financial institution, or to a bank account held by the client abroad, as applicable. |
In all cases, the institution must obtain evidence that the client has income and/or assets consistent with savings in foreign currency.
Access to the Foreign Exchange Market by guarantee trusts for the payment of principal and interest
Pursuant to Section 3.7 of the Argentine Foreign Exchange Regulations, Argentine guarantee trusts created to guarantee principal and interest payments of resident debtors may access the Foreign Exchange Market to make such payments at their scheduled maturity, to the extent that, in accordance with the applicable regulations in force, the debtor would have had access to the Foreign Exchange Market to make such payments directly.
Access to the Foreign Exchange Market by other residents -excluding entities- for the formation of foreign assets and for derivative transactions
Pursuant to Section 3.10 of the Foreign Exchange Regulations, access to the Foreign Exchange Market for the constitution of foreign assets and for derivative transactions by legal entities that are not authorized to operate in the foreign exchange market, local governments, mutual funds, or other entities established in Argentina, requires prior authorization from the Central Bank.
Financial derivative transactions
Entities may grant access to the Foreign Exchange Market for the payment of premiums, the establishment of guarantees, and the settlement of obligations arising from interest rate hedge contracts for residents’ obligations with foreign parties, which have been declared and validated, where applicable, in the External Assets and Liabilities Survey, provided that the risks covered do not exceed the external liabilities actually registered by the debtor in the interest rate whose risk is being hedged through the contracts.
The client accessing the Foreign Exchange Market through this mechanism must designate an entity to monitor the transaction and provide an affidavit committing to deposit and settle any funds due to the local client as a result of the transaction or the release of the funds from the established guarantees, within five (5) business days.
Other financial derivative transactions for residents that are not entities authorized to operate in the foreign exchange market shall be governed by the provisions of Sections 3.9 and 3.10 of the Foreign Exchange Regulations, as applicable.
All settlements of futures transactions on regulated markets, forwards, options, and any other type of derivative contracts entered into within Argentina by entities from September 11, 2019, onwards must be conducted in local currency.
Profit and dividend payment
Pursuant to Section 3.4 of the Argentine Foreign Exchange Regulations, access to the Foreign Exchange Market for the transfer of foreign currency abroad for the payment of dividends and profits to non-resident shareholders is subject to the prior approval of the Central Bank, unless the following requirements are met:
| 1) | The profits and dividends must correspond to closed and audited balance sheets. |
| 2) | The total amount paid to non-resident shareholders shall not exceed the amount in Argentine Pesos that correspond according to the distribution determined by the shareholders’ meeting. |
| 211 |
| 3) | If applicable, the External Assets and Liabilities Survey must have been complied with for the transactions involved. |
| 4) | The company falls within one of the following situations and fulfills all the conditions stipulated in each case: |
| (a) | The distributable profits arise from net income reported in regular, audited annual financial statements for fiscal years beginning on or after January 1, 2025. |
| (b) | The client engages in an exchange and/or arbitration transaction with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL. |
| (c) | The client is a SPV adhered to the RIGI and the profits correspond to foreign direct investment contributions that fall under Section 14.2.2 of the Argentine Foreign Exchange Regulations, the client must present documentation that supports the definitive capitalization of the contribution. In this case, the client must present documentation that supports the definitive capitalization of the contribution. |
| (d) | Records direct investment contributions settled as of January 17, 2020. In which case, (i) the total amount of transfers made in the Foreign Exchange Market for the payment of dividends to non-resident shareholders may not exceed 30% of the total value of the capital contributions made in the relevant local company that have entered and been settled through the Foreign Exchange Market as of January 17, 2020, (ii) access will only be granted after the expiration of a term of not less than 30 calendar days as from the settlement date of the last capital contribution taken into account to determine the aforementioned 30% capital cap, and (iii) the definitive capitalization of the capital contributions must be accredited or, failing that, the filing of the registration procedure of the capital contribution with the Public Registry must be evidenced. In this case, the accreditation of the definitive capitalization must be made within 365 calendar days following the date of the initial filing with the Public Registry. |
| (e) | Profits generated in projects under the Plan GasAr 2020-2024. In this case, (i) the profits generated by the foreign direct investment contributions entered and settled through the Foreign Exchange Market as from November 16, 2020, applied to the financing of projects framed within the Plan GasAr 2020-2024. If the client is a direct beneficiary of Decree No. 277/2022, the value of the benefits of the decree used by the client, directly or indirectly, shall be deducted from the amount allowed in the preceding paragraph, (ii) the access to the Foreign Exchange Market occurs no earlier than two years from the date of settlement in the Foreign Exchange Market of the contribution that allows the framing in this section, and (iii) the client must submit the documentation supporting the definitive capitalization of the contribution. |
| (f) | It has a “Certification for the Foreign Exchange Access Regimes for Incremental Oil and/or Natural Gas Production (Decree No. 277/22)” issued under the provisions of section 3.17. of the Argentine Foreign Exchange Regulations, for the equivalent value of the profits and dividends being paid. |
| (g) | The client must have a Certification of Increased Exports of Goods for the years 2021 to 2023, issued in accordance with Section 3.18 of the Argentine Foreign Exchange Regulations, for the equivalent value of the profits and dividends being paid. |
Other specific provisions
Swap and arbitrage transactions
Financial institutions may carry out foreign exchange swap and arbitrage transactions not associated with the inflow of foreign currency from abroad in the following cases with their clients:
| 212 |
| (i) | An individual transfers funds from his local accounts (which are already in foreign currency) to his own bank accounts outside of Argentina. |
| (ii) | The transfer of foreign currency abroad by local common depositaries of marketable securities in connection with income received in foreign currency on account of principal and interest services on Argentine Treasury bonds or Central Bank bonds when such transaction is part of the payment procedure at the request of foreign common depositaries. |
| (iii) | Transfers of foreign currency abroad to make payments for imports of goods and services under Sections 10.10.2.13., 10.10.2.14 and 13.3.9. of the Foreign Exchange Regulations, from foreign currency funds deposited in local financial institutions. |
| (iv) | Arbitrage transactions not originating in transfers from abroad may be carried out without any restriction, to the extent that the funds are debited from a foreign currency account held by the customer with a local financial institution. To the extent that the funds are not debited from a foreign currency account held by the customer, these transactions may be carried out by individuals, without the prior approval of the Central Bank, up to the amount allowed for the use of cash under Sections 3.8., 3.9. and 3.13. of the Argentine Foreign Exchange Regulations. |
| (v) | Exchange and arbitrage transactions with funds deposited in a local account and originating from capital and interest payments in foreign currency from BOPREAL bonds, provided that the applicable requirements are met, intended for: (a) Payment of commercial debts for imports of goods with customs entry registration up to December 12, 2023, eligible under Section 4.4 of the Foreign Exchange Regulations; (b) Payment of commercial debts for services rendered or accrued up to December 12, 2023, eligible under Section 4.5 of the Foreign Exchange Regulations; (c) Payment of debts with non-resident shareholders for eligible profits and dividends under Section 4.6.1 of the Foreign Exchange Regulations; (d) Repatriation of portfolio investments of non-residents originating from profits and dividends received in Argentina since September 1, 2019, from the distribution determined by the shareholders' meeting based on closed and audited financial statements, eligible under Section 4.6.2 of the Foreign Exchange Regulations; (e) Payment of principal and compensatory interest on debts with affiliated counterparties that were eligible in accordance with Section 4.7. of the Foreign Exchange Regulations. |
| (vi) | All other exchange and arbitrage transactions may be conducted by clients without the prior approval of the Central Bank, provided that, when executed as individual transactions involving Argentine pesos, they can be carried out without such approval in accordance with the applicable Foreign Exchange Regulations. This also applies to local custodians of securities regarding foreign currency income received as payments of principal and interest on foreign currency securities paid in Argentina. |
If the transfer is made in the same currency in which the account is denominated, the financial institution will credit or debit the same amount as that received or sent from abroad. When the financial institution charges a commission or fee for these transactions, it will be instrumented in a specifically designated Section.
Securities transactions
CNV Rules establish a minimum holding period of 1 business day counted as of its accreditation at the Central Depository Agent of Negotiable Securities (Agente Depositario Central de Valores Negociables) applicable only to clients who are not considered resident individuals in Argentina for:
| (a) | sales of securities with settlement in foreign currency, regardless of jurisdiction or issuance law, to the extent that the purchase of said securities has been made with Argentine Pesos; |
| (b) | transfers of securities acquired with settlement in local currency to foreign depository entities, regardless of their issuance law, unless their accreditation (i) results from a primary placement of securities issued by the National Treasury or by BOPREAL issued by the BCRA, (ii) refers to transactions under section 3.16.3.6(v) and the second paragraph of section 4.7.2. of the Argentine Foreign Exchange Regulations, or (iii) refers to Argentine shares and/or CEDEARs traded in markets regulated by the CNV. |
| 213 |
| (c) | applying securities from foreign depository entities to transactions with settlement in foreign currency. |
Intermediaries and trading agents must verify compliance with the aforementioned minimum holding periods.
Transfers of securities to foreign depositary entities made by the client for the purpose of participating in a debt securities exchange issued by the Argentine government, local governments, or resident private sector issuers are not included in the aforementioned provisions. The client must present the corresponding certification for the exchanged debt securities.
Pursuant to currently applicable CNV Rules, prior to executing or registering any of the securities trade set forth in Sections 3.16.3.1. and 3.16.3.2. of the Argentine Foreign Exchange Regulations in CNV-authorized markets, local brokers must:
| (a) | if the trade is to be performed by non-resident clients that do not qualify as foreign brokers: (i) ensure that the trades are for such client’s own portfolio and financed with its own funds, and (ii) ensure the trades do not exceed Ps. 200 million per day; |
| (b) | if the trade is to be performed by non-resident clients that qualify as foreign brokers, whether acting for their own portfolio or on behalf of Argentine clients, ensure that the trades do not exceed Ps. 200 million per client per day. If the foreign broker is acting as a depositary of shares issued by local issuers and carries out the trade for purposes of paying dividends to holders of ADRs, GDRs or similar certificates held in custody abroad, it is not subject to this requirement; |
| (c) | if the trade is to be performed by resident clients, acting on behalf of resident or non-resident third parties, ensure that the trades do not exceed Ps. 200 million per client per day; and |
| (d) | if the trade is to be performed by resident clients acting for their own portfolio and financed with their own funds, the above-mentioned daily trading limit does not apply. |
The aforementioned trade restrictions do not apply, among others, to BOPREAL acquired in primary bidding and to the sale of securities with settlement in foreign currency and in the local jurisdiction previously acquired in Argentine pesos by individual or corporate resident clients with funds from UVA mortgage loans. These clients must be granted the funds by financial entities authorized to act as such under terms of Law No. 21,526. Furthermore, the proceeds from these sales must be applied to the purchase of real estate in Argentina within the framework of the aforementioned credits. They are also not applicable to outbound transfers to foreign depositary entities involving: (i) securities issued with a full or partial amortization schedule no shorter than two years from their issuance date; and/or (ii) securities issued by the National Treasury with a full or partial amortization schedule no shorter than one hundred eighty (180) calendar days from their issuance date; provided that, in all cases, such securities have been previously credited to the client’s account as a result of a primary issuance or bidding process, and only up to the nominal amount so subscribed in the relevant issuance. In addition, the restrictions do not apply to transfers carried out in accordance with the provisions of Sections 3.16.3.6.v) and 4.7.2, second paragraph, of the Argentine Foreign Exchange Regulations.
Central Bank information regimes
External Assets and Liabilities Survey
On December 28, 2017, the BCRA replaced the information regimes established in Communications “A” 3,602 and “A” 4,237 with Communication “A” 6,401 (as subsequently supplemented and amended by Communications “A” 6795 and 8304), a unified regime applicable from December 31, 2017 (the “External Assets and Liabilities Survey”).
For submissions covering the first quarter of 2020 through the fourth quarter of 2025 inclusive, the External Assets and Liabilities Survey is governed by the following rules:
| a. | All legal entities or individuals with external liabilities at the end of any calendar quarter, or who repaid such liabilities during that quarter, must submit the External Assets and Liabilities Survey. |
| 214 |
| b. | Declarants whose total external assets and liabilities at year-end equal or exceed US$50 million must file an annual report, which may supplement, confirm, or correct the quarterly submissions. Filing the annual report is optional for other entities or individuals. |
Starting with the first quarter of 2026, the Survey of External Assets and Liabilities will follow these rules:
| a. | Primary Sample: Legal entities or individuals with total external assets and liabilities of US$10 million or more at the end of any quarter must submit a quarterly report. |
| i. | If a declarant belongs to the primary sample in any quarter, they remain in the primary sample for the entire calendar year. |
| ii. | If a declarant no longer has external liabilities, they must still file a report for the quarter in which the liabilities were canceled. |
| iii. | Primary sample entities are not required to submit quarterly income statements but must file a simplified annual report including only investor-related forms and statements of income, changes in equity, and balance sheet. |
| b. | Secondary Sample: Legal entities or individuals with total external assets and liabilities of less than US$10 million at the end of a quarter. |
| i. | If this condition persists through every quarter of the year, only an annual report is required. |
| ii. | If, in any quarter, external assets or liabilities equal or exceed US$10 million, the declarant moves to the primary sample and must comply with primary sample reporting requirements. |
| iii. | If the declarant ceases to have external liabilities, they must file the annual report for that year to reflect the cancellation. |
To be eligible for the secondary sample, the declarant must not have debts equal to or exceeding the threshold in other BCRA-related surveys at the end of the reference quarter. Entities may not charge fees for reporting reductions in such debts without access to the foreign exchange market.
Access to the Foreign Exchange Market for the repayment of foreign financial debt and other transactions is contingent upon the debtor’s compliance with the External Assets and Liabilities Survey. See “—Specific provisions on outflows through the Foreign Exchange Market— Payments for debt securities subscribed abroad and external financial indebtedness with foreign entities.”
Criminal Foreign Exchange Regulations
The Argentine Foreign Exchange Regulations establish that transactions that do not comply with the exchange regulations established by the Argentine Foreign Exchange Regulations will be subject to the Argentine Criminal Foreign Exchange Regulations (Law No. 19,359 and amendments).
For further information on the exchange control restrictions and regulations in force, you should consult your legal advisors and read the applicable rules mentioned in this document, as well as their amendments and complementary regulations, which are available on the website: http://www.infoleg.gob.ar/ or on the BCRA’s website: https://www.bcra.gob.ar/, as applicable. The information contained in, or accessible from, these websites is not part of this annual report and is not deemed to be incorporated herein.
| 215 |
Anti-Money Laundering and Anti - Bribery
Anti-Money Laundering, Terrorism Financing and Proliferation of Weapons of Mass Destruction Financing Regime
The concept of Money Laundering (“ML”) is generally used to denote transactions aimed at introducing funds from illicit activities into the institutional system and thus transform gains from illegal activities into assets of a seemingly legitimate source.
Terrorist Financing (“TF”) is the act of providing funds for terrorist activities. This may involve funds raised from legitimate sources, such as personal donations and profits from businesses and charitable organizations, as well as from criminal sources, such as drug trade, weapons and other goods smuggling, fraud, kidnapping and extortion.
Proliferation is the act of providing funds or financial services which are used, in whole or in part, for the acquisition, manufacture, production, development, possession, export, import, supply, transport, transfer, stockpiling or in any way use of nuclear, chemical or biological weapons and their means of delivery and related materials, in contravention of national laws or, where applicable, international obligations.
On April 13, 2000, the Argentine Congress passed Law No. 25,246, subsequently amended and complemented, (the “AML/CTf/CPF Law”), which created at the national level the Anti- Money Laundering, Counter-Terrorism Financing and Counter-Proliferation of Weapons of Mass Destruction Financing Regime (“AML/CTF/CPF Regime”), criminalizing money laundering, creating and designating the Financial Intelligence Unit (“UIF” for its acronym in Spanish) as the enforcement authority of the regime, while also imposing legal obligations on certain public and private sector entities and professionals (the “Reporting Entities”) to report and cooperate with the UIF.
The UIF is a decentralized agency that operates with autonomy and financial independence under the Ministry of Justice, and its mission is to prevent and deter the crimes of ML, FT and PF.
The following are certain provisions relating to the AML/CTF/CPF Regime established by the Argentine Criminal Code, the AML/CTF/CPF Law and its amending and complementary provisions, including regulations issued by the UIF. It is recommended that investors consult their own legal advisors and read the AML/CTF/CPF Law and its complementary regulations.
Money laundering and terrorist financing in the Argentine Criminal Code
| (a) | Money laundering | |
| Section 303 of the Argentine Criminal Code (the “ACC”) defines money laundering as a crime committed whenever a person converts, transfers, manages, sells, encumbers, acquires, conceals or in any other way puts into circulation in the market assets or other property derived from an unlawful act, with the possible consequence that the original assets or of any assets derived therefrom acquires the appearance of a lawful origin. Section 303 of the ACC establishes the following penalties: | ||
| (i) If the amount of the operation exceeds 150 Minimum Living and Mobile Wages (“MLMW”), calculated at the time the acts are committed, whether in a single act or by the repetition of various related acts (as of January 20, 2026, each MLMW amounts to ARS 334,800), the penalty shall be imprisonment for a term of three (3) to ten (10) years and fines of two (2) to ten (10) times the amount of the operation. This penalty will be increased by one third of the maximum and half of the minimum, when: | ||
| (a) the person performs the act on a habitual basis or as a member of an association or gang constituted for the continuous commission of acts of this nature; | ||
| (b) the person is a public official who committed the act in the exercise or on the occasion of his/her functions. In this case, he/she shall also be subject to a penalty of special disqualification of three (3) to ten (10) years. The same penalty shall be imposed to anyone who has acted in the exercise of a profession or occupation requiring special qualification. |
| 216 |
| (ii) Anyone who receives assets or other property from a criminal offense for the purpose of applying them in an operation as described above, with the possible result of giving them the appearance of a lawful origin, shall be punished with imprisonment for a term of six (6) months to three (3) years. | ||
|
(iii) If the value of the assets does not exceed 150 MLMW, the penalty shall be a fine of five (5) to twenty (20) times the amount of the operation.
(iv) These provisions shall apply even if the preceding criminal offense was committed outside the scope of applicability of the ACC, insofar as the criminal offense was also punishable in the place where it was committed. | ||
| (b) | Penalties for legal persons. | |
| Furthermore, Section 304 of the ACC provides that when the criminal acts have been committed in the name of, or with the intervention of, or for the benefit of a legal person, the following sanctions shall be imposed to the entity jointly or alternatively: | ||
| (i) fine of two (2) to ten (10) times the value of the assets subject to the offense; | ||
| (ii) total or partial suspension of activities, which in no case shall exceed ten (10) years; | ||
| (iii) debarment for public tenders or bidding processes or any other State-related activities, which in no case shall exceed ten (10) years; | ||
| (iv) dissolution and liquidation of the legal person when it was created for the sole purpose of committing the offense, or such acts constitute the main activity of the entity; | ||
| (v) loss or suspension of any State benefits that it may have; | ||
| (vi) publication of an extract of the convicting sentence at the expense of the legal entity. | ||
| In order to calibrate these sanctions, the Court will take into account the failure to comply with internal rules and procedures, the omission of vigilance over the activity of the authors and participants; the extent of the damage caused, the amount of money involved in the commission of the offense, the size, nature and economic capacity of the legal entity. In the cases in which it is essential to maintain the operational continuity of the entity, or of a public work, or particular service, the sanctions of suspension of activities or dissolution and liquidation of the legal person shall not be applicable. | ||
| (c) | Terrorism financing and Proliferation financing | |
| Section 306 of the ACC criminalizes the financing of terrorism and the financing of the proliferation of weapons of mass destruction. These offenses are committed by anyone who, directly or indirectly, collects or provides property or assets, from lawful or unlawful sources, with the intention of it being used, or in the knowledge that it will be used, in whole or in part: | ||
| (i) to finance the commission of acts which have the aim of terrorizing the population or compelling national public authorities or foreign governments or agents of an international organization to perform or refrain from performing an act (as defined in Section 41 quinquies of the ACC); | ||
| 217 |
| (ii) by an organization committing or attempting to commit crimes for the purpose set out in (i); | ||
|
(iii) by an individual who commits, attempts to commit or participates in any way in the commission of crimes for the purpose set out in (i). (iv) to finance, for oneself or for a third party, the travel or logistics of persons and/or things to a State other than that of his residence or nationality, or within the same national territory for the purpose of perpetrating, planning, preparing or participating in crimes for the purpose set out in (i). (v) to finance, for oneself or for third parties, the provision or receipt of training for the commission of crimes for the purpose set out in (i). (vi) to finance the acquisition, preparation, manufacture, development, possession, supply, export, import, storage, transport, transfer, or in any way the use of nuclear, chemical, biological weapons of mass destruction, their delivery systems and related materials, including dual-use technology and goods to commit any of the offenses set forth in the ACC or in international conventions. Any person who prepares, produces, manufactures, develops, possesses, supplies, exports, imports, stores, transports, transfers, uses, or in any way proliferates, increases, reproduces or multiplies the above-mentioned weapons of mass destruction, their means of delivery and related materials intended for their preparation, shall also be punished by the same term of imprisonment and fine.
The penalty is imprisonment for a term of five (5) to fifteen (15) years and a fine of two (2) to ten (10) times the amount of the operation. Likewise, the same penalties shall apply to legal persons as described for the crime of money laundering. | ||
|
The offenses described above are punishable regardless of whether the underlying offense financed is actually committed and, if committed, even if the assets or funds are not ultimately used for its commission. If the penalty applicable to the offense that is financed or intended to be financed is lower than the penalty provided for in this Section, the penalty applicable to such offense shall apply. These provisions shall apply even if the offense financed or intended to be financed is committed outside the territorial scope of application of the ACC, or, in the cases described in (ii) and (iii), if the organization or individual is located outside Argentine territory, provided that the conduct is also punishable in the relevant jurisdiction. | ||
Reporting Entities required to report and cooperate with the UIF
The AML/CFT/CPF Law, in line with international AML/CTF/CPF standards, not only designates the UIF as the agency in charge of preventing ML/TF/PF but also establishes certain obligations to various public and private sector entities and individuals, which are designated as Reporting Entities (“Sujetos Obligados”), which are legally bound to report and cooperate with the UIF.
Pursuant to Section 20 of the AML/CTF/CPF Law, the following, among others, are considered Reporting Entities before the UIF:
| (i) | banks, financial entities and any other entities to which the Central Bank extends such regime; | |
| (ii) |
exchange agencies and natural or legal persons authorized by the Central Bank to intervene in foreign exchange transactions;
| |
| (iii) |
remittance companies;
| |
| (iv) | cash-in transit companies; |
| 218 |
| (v) | issuers, operators and providers of collection and/or payment services; non-financial credit providers; | |
| (vi) |
capital market participants registered or authorized by the CNV as trading agents, settlement and clearing agents and other intermediaries performing equivalent functions; placement and distribution agents acting in the placement of mutual funds or other collective investment products authorized by the CNV; global investment advisors; entities responsible for opening client files and identifying clients’ AML/CTF/CPF risk profiles; financial trustees acting in publicly offered financial trusts authorized by the CNV; and crowdfunding platforms and other legal persons authorized by the CNV to operate collective financing systems through web portals or similar means;
| |
| (vii) | insurance and reinsurance companies authorized by the Superintendence of Insurance of the Nation; | |
| (viii) | virtual asset service providers; | |
|
(ix)
|
public registers, and the corresponding representative bodies for the supervision and control of legal persons, land registers, motor vehicle registers, shipping registers of all kinds and aircraft registers; government organizations such as the Central Bank, the Customs Collection and Enforcement Agency (“ARCA”) , the Superintendence of Insurance of the Nation (“SSN”), the CNV and the Company’s Public Registry (“IGJ”); and | |
| (x) | lawyers, public accountants and public notaries, solely when, in the name of and/or on behalf of their clients, they prepare or carry out transactions relating to the activities expressly listed in Section 20 of the AML/CFT/CPF Law, subject to professional secrecy limitations. |
Pursuant to Section 21 of the AML Law, Reporting Entities have the following obligations, among others:
| (i) | Customer due diligence (“CDD”), including obtaining from clients’ documents that indisputably prove their identity, legal status, domicile and other information, obtaining information on the purpose and nature of the business relationship, identifying beneficial owners and taking reasonable measures to verify their identity; |
| (ii) | Ongoing CDD and transaction monitoring, consisting of conducting continuous due diligence of the commercial, contractual, economic and/or financial relationship and establishing monitoring rules to examine transactions throughout the relationship, in order to ensure that they are consistent with the reporting entity’s knowledge of the customer, its activity and risk profile, including, where appropriate, the source of funds; |
| (iii) | Risk management, including identifying, assessing and managing ML/FT/CPF risks associated with customers, products, services, transactions, distribution channels and geographic areas, and implementing appropriate mitigation measures; |
| (iv) | Suspicious transaction reporting, consisting of promptly reporting to the UIF any suspicious transaction or attempted transaction related to ML/TF/PF, regardless of the amount involved; |
| (v) | Confidentiality and prohibition of tipping-off, including refraining from disclosing to clients or third parties any reports made to, or actions taken by, the UIF, and providing information to the UIF notwithstanding banking, professional or contractual secrecy obligations; |
| (vi) | Internal policies and governance, including documenting AML/CTF/CPF prevention procedures, adopting internal manuals, assigning functional responsibilities, designating compliance officers and ensuring oversight by the governing body, all under a risk-based framework; |
| 219 |
| (vii) | Registration as reporting entities and full cooperation with the UIF with information requests made by the UIF and other competent authorities; |
| (viii) | Record-keeping obligations, including retaining, for a minimum period of ten (10) years, records relating to CDD measures, client files, business correspondence and domestic and international transactions, in a manner that allows for the reconstruction of individual transactions. |
These obligations are supplemented by sector-specific UIF resolutions that establish more detailed and targeted requirements depending on the activity performed by each Reporting Entity. By way of example, Reporting Entities operating in the financial sector are subject to UIF Resolution No. 14/2023 as amended by Resolution 199/2024, while those operating in the capital markets are subject to UIF Resolution No. 78/2023, which set forth more granular rules on matters such as customer due diligence, ongoing monitoring, internal controls and risk mitigation measures.
In addition, the UIF has issued resolutions of general application addressing specific risk factors applicable across all sectors. For example, UIF Resolution No. 35/2023 establishes obligations for reporting entities in relation to politically exposed persons (“PEPs”), while UIF Resolution No. 112/2021 sets forth rules for the identification and verification of beneficial owners. Overall, this framework follows a risk-based approach aligned with FATF recommendations, requiring reporting entities to identify, assess and mitigate their ML/TF/PF risks through proportionate measures.
Within their respective regulatory frameworks, the relevant sectoral authorities, such as the CNV and the Central Bank of Argentina, also issue rules applicable to their regulated entities that reflect and operationalize AML/CFT/CPF requirements established by the UIF. In this context, the CNV regulations stipulate, among other provisions, that the Reporting Subjects under its control shall only perform the operations provided for under the public offering system when these operations are performed or ordered by persons constituted, domiciled or resident in countries, domains, jurisdictions, territories or associated states not considered to be non-cooperative or high risk by the FATF. Similarly, they establish payment modalities and control procedures for the reception and delivery of funds from and to clients.
Asset Freezing Regime and Terrorism Financing/Proliferation Financing Reporting Regime
Executive Decree No. 918/2012, as amended, establishes the legal framework and procedures for the reporting of transactions linked to TF/PF, as well as for the freezing of assets related to such activities.
In this context, UIF Resolution No. 207/2025 and 3/2026, regulate the implementation of Executive Decree No. 918/2012 and establish, among other matters: (i) the obligation for Reporting Entities to verify clients are not listed in TF/PF associated lists, including designated by the United Nations Security Council pursuant to Resolution No. 1267 (1999), 1718 (2006), 1737 (2006) or linked to criminal actions under Section 306 of the Argentine Criminal Code; (ii) the procedures for reporting suspicious transactions of TF/PF; and (ii) the administrative procedures applicable to the freezing of assets of natural or legal persons or entities related to TF/PF.
For purposes of facilitating compliance with these obligations, Executive Decree No. 489/2019 created the Public Registry of Persons and Entities Linked to Acts of Terrorism and Its Financing (Registro Público de Personas y Entidades vinculadas a actos de Terrorismo y su Financiamiento), a national public registry that consolidates the relevant United Nations Security Council designations and persons or entities linked to terrorism-related offenses under Argentine law. As of January 2026, this registry does not include designations or lists specifically related to the PF.
| 220 |
Supervision and Administrative Enforcement
The UIF is vested with supervisory and enforcement powers over Reporting Entities and may monitor compliance with AML/CFT/CPF obligations, conduct inspections and request information. In sectors subject to specific regulatory oversight, the UIF carries out its supervisory functions with the assistance of the relevant specific control authorities (“órganos de contralor específico”). In particular, the Central Bank of Argentina assists the UIF with respect to reporting entities in the financial sector, and the National Securities Commission (CNV) assists the UIF with respect to reporting entities operating in the capital markets.
Reporting entities are subject to administrative sanctions under the AML/CFT/CPF Law for failures to comply with applicable obligations. The UIF is empowered to impose such sanctions following an administrative proceeding. Administrative sanctions may include fines, warnings, publication of sanctions and the disqualification of the compliance officer for a limited period. Administrative liability may extend to both the reporting entity and the members of its management body and is subject to a statute of limitations of five (5) years.
Anti-Bribery and Anti-Corruption Regime
The Corporate Criminal Liability Law No. 27,401 sets forth a criminal liability regime applicable to legal entities involved in certain corruption offenses directly or indirectly committed in their name, on their behalf or in their interest and from which a benefit may arise. The individual offenders may be employees or third parties — even unauthorized third parties, provided that the company ratified the act, even tacitly.
For an extensive analysis of the AML/CFT/CPF Regime in effect as of the date of this annual report, investors should consult legal counsel and read Title XIII, Book 2 of the Argentine Criminal Code and any regulations issued by the UIF, the CNV and the Central Bank in their entirety. For such purposes, interested parties may visit the websites of the Argentine Ministry of Economy, (www.argentina.gob.ar/economia), the Argentine Ministry of Justice (https://www.argentina.gob.ar/justicia), the UIF (www.argentina.gob.ar/uif), the CNV (www.argentina.gob.ar/cnv), or the Central Bank (www.bcra.gov.ar). The information found on such websites is not a part of this annual report.
Item 10.E Taxation
Certain United States Federal Income Tax Considerations
The following is a summary of certain U.S. federal income tax considerations that may be relevant to the purchase, ownership and disposition of common shares or ADSs by a U.S. Holder (as defined below).
This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial interpretations thereof, in force as of the date hereof. Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. In addition, this summary assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.
This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of common shares or ADSs. In particular, this summary is directed only to U.S. Holders that hold common shares or ADSs as capital assets and does not address tax consequences to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts, tax exempt entities, entities and arrangements treated as partnerships and the partners therein, holders that own or are treated as owning 10.00% or more of our shares by vote or value, persons holding common shares or ADSs as part of a hedging or conversion transaction or a straddle, nonresident alien individuals present in the United States for more than 182 days in a taxable year, persons that have ceased to be U.S. citizens or lawful permanent residents of the United States, investors holding the ADSs in connection with a trade or business conducted outside of the United States, U.S. citizens or lawful permanent residents living abroad, regulated investment companies, real estate investment trusts, certain taxpayers that file or prepare applicable financial statements and are required to recognize income when the associated revenue is reflected on such financial statements, or persons whose functional currency is not the U.S. dollar. Moreover, this summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, net investment income tax of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of common shares or ADSs.
| 221 |
For purposes of this summary, a “U.S. Holder” is a beneficial owner of common shares or ADSs that is an individual citizen or resident of the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such common shares or ADSs.
You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the common shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.
ADSs
In general, if you are a U.S. Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying common shares that are represented by those ADSs. Accordingly, deposits or withdrawals of common shares for ADSs will not be subject to U.S. federal income tax.
Taxation of Dividends
Subject to the discussion below under “—Passive Foreign Investment Company,” the gross amount of any distribution of cash or property with respect to common shares or ADSs (including any amount withheld in respect of Argentine withholding taxes) that is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be includible in a U.S. Holder’s taxable income as ordinary dividend income on the day on which the holder receives the dividend, in the case of common shares, or the date the ADS Depositary receives the dividends, in the case of ADSs, and will not be eligible for the dividends-received deduction allowed to corporations under the Code. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the common shares or ADSs, and to the extent the amount of the distribution exceeds your tax basis, the excess will generally be taxed as capital gain recognized on a sale or exchange.
We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.
Dividends paid in a currency other than U.S. dollars (a “foreign currency”) generally will be includible in a U.S. Holder’s income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day the holder receives the dividends, in the case of common shares, or the date the ADS Depositary receives the dividends, in the case of ADSs. Any gain or loss on a subsequent sale, conversion or other disposition of such non-U.S. currency (or on behalf of) by such U.S. Holder generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States. As indicated in “Item 3.D. Risk Factors—Risks Relating to our Shares and ADSs—Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, shares underlying the ADSs”, in light of the current restrictions on the conversion of the Argentine currency into a non-Argentine currency, the Depositary for the ADSs may hold the Argentine pesos it cannot convert for the account of the ADS holders for a significant period of time. The subsequent conversion of such Argentine pesos into U.S. dollars may therefore result in foreign currency exchange gain or loss that is treated as ordinary income or loss as described above. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any foreign currency received that is converted into U.S. dollars after it is received.
The U.S. dollar amount of dividends received by a non-corporate U.S. Holder with respect to the common shares or ADSs will be subject to taxation at a preferential rate if the dividends are “qualified dividends” and certain other requirements are met. Subject to certain exceptions for short-term and hedged positions, dividends paid on the common shares or ADSs will be treated as qualified dividends if:
| 222 |
| · | the common shares or ADSs are readily tradable on an established securities market in the United States and | |
| · | we were not, for the year prior to the year in which the dividend was paid, and are not, for the year in which the dividend is paid, a passive foreign investment company (a “PFIC”). |
Our ADSs are listed on the NYSE, and our ADSs will qualify as readily tradable on an established securities market in the United States so long as they are so listed and remain so listed. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2024 or 2025 taxable years. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. U.S. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.
Because the common shares are not themselves listed on a U.S. exchange, it is possible that dividends received with respect to common shares that are not represented by ADSs may not be treated as qualified dividends. U.S. Holders should consult their own tax advisors regarding the potential availability of the reduced dividend tax rate in respect of common shares.
U.S. Holders that receive distributions of additional common shares or ADSs or rights to subscribe for common shares or ADSs as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax in respect of the distributions.
Taxation of Dispositions of Common Shares or ADSs
Subject to the discussion below under “—Passive Foreign Investment Company,” if a U.S. Holder realizes gain or loss on the sale, exchange or other disposition of common shares or ADSs, that gain or loss will be capital gain or loss and generally will be long-term capital gain or loss if the common shares or ADSs have been held for more than one year. Long-term capital gain realized by a non-corporate U.S. Holder generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.
Foreign Tax Credit Considerations
Subject to generally applicable limitations and conditions, Argentine withholding tax on dividends paid at the appropriate rate applicable to the U.S. Holder may be eligible for a credit against such U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and final U.S. Treasury Regulations (“Final FTC Regulations”) have imposed additional requirements that must be met for a foreign tax to be creditable, and we do not intend to determine whether such requirements will be met in case Argentine taxes are withheld from dividends. However, notices from the IRS (the “Notices”) indicate that the U.S. Treasury and the IRS are considering proposing amendments to the Final FTC Regulations and allowing taxpayers, subject to certain conditions, to defer the application of many aspects of the Final FTC Regulations until the date when a notice or other guidance withdrawing or modifying this temporary relief is issued (or any later date specified in such notice or other guidance). If the Argentine tax on dividends is not a creditable tax or the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. Holder may be able to deduct the Argentine tax in computing such U.S. Holder’s taxable income for U.S. federal income tax purposes, subject to applicable limitations. Dividend distributions will constitute income from sources without the United States and, for U.S. Holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes.
| 223 |
Capital gain or loss recognized by a U.S. Holder on the sale or other disposition of common shares or ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Subject to the Notices described above, under the Final FTC Regulations, Argentine taxes on disposition gains of U.S. Holders are likely not creditable for U.S. federal income tax purposes. If the Argentine tax is not a creditable tax, the tax would generally reduce the amount realized on the sale or other disposition of the shares even if the U.S. Holder has elected to claim a foreign tax credit for other taxes in the same year. U.S. Holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale or other disposition of the shares and any Argentine tax imposed on such sale or disposition.
The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. Holder’s particular circumstances and involve the application of complex and evolving rules to those circumstances. U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular situations.
Passive Foreign Investment Company
Special tax rules apply to U.S. Holders if we are a PFIC. In general, we will be a PFIC in a particular taxable year if, after applying certain look-through rules, either 75 percent or more of our gross income for the taxable year is passive income, or 50 percent or more of the value of our assets (determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2024 or 2025 taxable years. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. The determination of whether we are a PFIC for any taxable year depends on the classification of our income and assets, our cash position and the nature of the activities performed by our officers and employees. Because this determination is made annually, it is possible that we may become a PFIC for the current taxable year or for any future taxable year due to changes in the composition of our income or assets.
If we are a PFIC for the current taxable year or for a future taxable year during which a U.S. Holder owns common shares or ADSs, the U.S. Holder will be subject to a special tax at ordinary income rates on certain “excess distributions” and on gain recognized on the sale or other disposition of such holder’s common shares or ADSs. For these purposes, distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125.00% of the average annual distributions received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the common shares or ADSs. In addition, the amount of income tax on any excess distributions or gains will be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions or gains were earned ratably over the period the U.S. Holder held the common shares or ADSs. Classification as a PFIC may also have other adverse tax consequences, including with respect to any lower-tier companies within our group treated as PFICs, and will subject a U.S. Holder to certain annual reporting requirements with respect to their interest in common shares or ADSs on IRS Form 8621. If we are a PFIC for our current taxable year or in future taxable years during which a U.S. Holder holds the ADSs, we would generally continue to be treated as a PFIC with respect to such U.S. Holder for all succeeding years during which such holder owns the ADSs, even if we cease to meet the threshold requirements for PFIC status (unless the U.S. Holder makes a deemed sale election with respect to the Shares once the Company is no longer a PFIC). U.S. Holders may be able to make certain elections that would mitigate the consequences of our status as a PFIC, including by electing to mark common shares or ADSs to market annually. We do not intend to make information available to U.S. Holders in order for them to make a “qualified electing fund” election with respect to our common shares or ADSs if we are a PFIC. U.S. Holders should consult their own tax advisor regarding the U.S. federal income tax considerations discussed above.
| 224 |
Specified Foreign Financial Assets
Certain individual U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the common shares or ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. Holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the common shares or ADSs, including the application of the rules to their particular circumstances.
Backup Withholding and Information Reporting
Dividends paid on, and proceeds from the sale, exchange or other disposition of, the common shares or ADSs to a U.S. Holder generally will be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the U.S. Internal Revenue Service in a timely manner.
Material Argentine Tax Considerations
The following discussion is a summary of the material Argentine tax considerations relating to the purchase, ownership and disposition of our common shares or ADSs. The following summary is based upon tax laws of Argentina as in effect on the date of this document and is subject to any change in Argentine law that may come into effect after such date and any change that could apply retroactively and could affect the continued validity of this summary.
This summary considers the most relevant aspects of Argentine tax law as of the date of this document, nevertheless, it does not include all of the tax considerations that may be relevant to you or your situation, particularly if you are subject to special tax rules.
This summary does not purport to be a comprehensive description of all the Argentine tax considerations that may be relevant to a holder of such securities. No assurance can be given that the courts or tax authorities responsible for the administration of the laws and regulations described in this report will agree with this interpretation. In this regard, due to recent nature of certain modifications to Argentine tax law, it is not possible to determine how the relatively new regulations will be applied and/or construed by the tax authorities of Argentina. Holders are encouraged to consult their tax advisors regarding the tax treatment of our ADSs or common shares as it relates to their situation.
Income tax
Taxation on dividends
According to the Argentine Income Tax Law (“Income Tax Law”), taxation applicable on the distribution of dividends from Argentine companies would be as follows:
| 225 |
| · | No Argentine income tax withholding would be levied on dividends paid on our Class D shares or ADSs derived from profits earned during tax periods beginning up to December 31, 2017, whether disbursed in cash, property or other equity securities, except where the equalization tax applies (the “Equalization Tax”). The Equalization Tax applies to dividends that exceed the “net accumulated taxable income” from the immediate prior fiscal period at the time of distribution, as determined by the Income Tax Law. The Equalization Tax would be imposed at a 35% rate such excess . It is considered a final tax and does not apply if dividends are paid in shares (“acciones liberadas”) instead of cash. If applicable, we are responsible for withholding this tax. | |
| · | Dividends originated in profits obtained during fiscal years initiated as of January 1, 2018, on Argentine shares paid to Argentine resident individuals and/or non-Argentine residents would be subject to a 7% income tax withholding as a single and definitive payment on the amount of such dividends (“Dividend Tax”). However, if dividends are distributed to Argentine entities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina, among others), no Dividend Tax would apply. In addition, Equalization Tax is not applicable for dividends originated in profits obtained during fiscal years initiated on or after January 1, 2018. |
For Argentine individuals and undivided estates not registered before the Argentine tax authorities as taxpayers for income tax purposes, as well as for non-Argentine residents, the Dividend Tax withholding will be considered a final payment. Argentine individuals and undivided estates are not allowed to offset income arising from the distribution of dividends on Argentine shares with losses from other types of operations.
The Income Tax Law provides a first in-first out rule pursuant to which distributed dividends correspond to the former accumulated profits of the distributing company.
Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from profit distributions made on Class D shares and ADSs.
Taxation on capital gains
As per income tax regulations, gains arising from the transfer of shares, as well as quotas and other equity interests, titles, bonds and other securities, are liable to Argentine income tax (unless exempt), regardless of the type of beneficiary who realizes the gain.
Argentine entities are subject to income tax on the net income from the sale, exchange or other disposition of shares through a progressive tax rate system, ranging from 25% to 35% determined based on the taxpayer’s net accumulated taxable income. The applicable scales for fiscal periods commencing on January 1, 2026, are as follows: (i) net taxable income accumulated up to Ps. 133,514,185.74 will be subject to a rate of 25%; (ii) net taxable income accumulated over Ps. 133,514,185.74 up to Ps. 1,335,141,857.38 will incur a payment of Ps. 33,378,546.43 plus 30% on the excess over Ps.133,514,185.74; and (iii) net taxable income accumulated over Ps. 1,335,141,857.38 will be subject to a payment of Ps. 393,866,847.93 plus 35% on the excess over Ps. 1,335,141,857.38.
Losses arising from the sale of shares and ADSs can only be offset against income derived from the same type and source of operations for a five-year carryover period.
Argentine resident individuals and undivided estates enlocated in Argentina are exempt from income tax on income derived from the sale, exchange or other disposition of shares and other securities when (i) shares placed through a CNV-authorized public offering; (ii) shares traded on CNV-authorized stock markets with segments ensuring priority of price-time and interference of offers; and/or (iii) the sale, exchange or other disposition of shares through CNV-authorized tender offer regimes and/or share exchanges.
Argentine resident individuals and undivided estates located in Argentina are exempt from capital gains tax on the sale, exchange, or disposal of securities falling under the provisions of Article 98 of the Income Tax Law, not included in the first paragraph of article 26 subsection u) of the Income Tax Law. This exemption applies as long as said securities are listed on CNV-authorized stock exchanges or securities markets, without the application of article 109 of the Income Tax Law.
| 226 |
In case the above exemptions are not applicable income obtained by Argentine resident individuals and undivided estates located in Argentina derived from the sale, exchange, or other disposal of shares and ADSs is subject to a 15% capital gains tax on net income, which is calculated in Argentine pesos. The acquisition cost may be adjusted based on the CPI inflation index rate published by the INDEC, to the extent that the equity participation has been acquired after January 1, 2018. Losses arising from the sale of non-exempt Argentine shares and ADSs can only be offset by Argentine individuals and undivided estates located in Argentina against income derived from operations of the same source and type, for a five-year carryover period.
If Argentine resident individuals and undivided estates located in Argentina: (a) convert non-exempt ADSs into shares eligible for exemption; or (b) convert non-exempt shares into exempt securities representing shares, such conversion will be taxed on the fair market value at the time of the conversion. Upon completion of the conversion, the results obtained from any subsequent sale, exchange, swap or any other disposition of the underlying shares or securities representing shares would be exempt from income tax, provided that the conditions specified in points (i), (ii) and/or (iii) of the paragraph above are satisfied.
Non-Argentine resident individuals or legal entities (“Foreign Beneficiaries”) are exempt from income tax derived from the sale of Argentine shares in the following situations: (i) when the shares are placed through a CNV-authorized public offering; (ii) when shares are traded on CNV-authorized stock markets, with segments that ensure priority of price-time and interference of offers; and/or (iii) when the sale, exchange or other disposition of shares is made through CNV-authorized tender offer regimes and/or share exchanges. The exemption applies to the extent the Foreign Beneficiaries do not reside in a “non-cooperative jurisdiction” (as defined in “Incoming funds arising from non-cooperative or low or nil tax jurisdictions”) nor their funds do not come from “non-cooperative jurisdictions”.
Foreign Beneficiaries are also exempt from capital gains resulting from the sale, exchange or other disposition of ADSs provided that they do not reside in a “non-cooperative jurisdiction” and/or their funds are not channeled through “non-cooperative jurisdictions”, and that the underlying shares are authorized for public offering by the CNV.
If the foregoing exemptions do not apply because Foreign Beneficiaries reside in a “non-cooperating jurisdiction” or because the invested funds originate from a “non-cooperating jurisdiction”, any capital gains arising from the sale or other disposition of Class D shares or ADSs will be subject to Argentine income tax at an effective rate of 31.5% on the gross sale price.
Where the exemption does not apply for reasons other than those set forth above, and provided that the Foreign Beneficiaries are neither resident in nor channel their funds through a "non-cooperating jurisdiction", capital gains derived from the disposition of ADSs shall be subject to Argentine income tax at a rate of 15% on the net capital gain or, at the taxpayer's election, at an effective rate of 13.5% on the gross sale price.
ARCA General Resolution No. 4,227/2018 regulates the mechanism to pay the corresponding income tax, when applicable.
If Foreign Beneficiaries undergo a conversion process of shares not eligible for the exemption into securities representing shares that are exempt from income tax, such conversion would be treated as a taxable transfer of shares. The taxable value is determined based on their fair market value at the time of the conversion.
Holders are encouraged to consult a tax advisor as to the Argentine income tax consequences derived from holding and disposing of Class D shares and ADSs and whether any different treatment under a treaty to avoid double taxation could apply.
| 227 |
Personal assets tax
Argentine resident individuals and undivided estates located in Argentina, foreign individuals and undivided estates and foreign entities are subject to personal assets tax of 0.5% of the value of any shares issued by Argentine entities governed by the Argentine Corporations Act No. 19,550, held as of December 31 of each year. This tax is imposed on Argentine issuers of such shares, such as us, who assume responsibility for paying this tax on behalf of the relevant shareholders. The tax is calculated based on the proportional net worth value (“valor patrimonial proporcional”) of the shares, derived from the latest consolidated financial statements on December 31 of each year. According to the Argentine Personal Assets Tax Law (“Personal Assets Tax Law”), we are entitled and expect to seek reimbursement of such paid tax from the applicable shareholders, including by foreclosing on the shares, or by withholding dividends.
It is recommended that potential investors consult a tax advisor regarding the specific tax consequences under the Personal Assets Tax arising from the ownership of Class D shares and, if applicable, ADSs
.
Tax on debits and credits in bank accounts
Tax on debits and credits in bank accounts is levied, with certain exceptions, for debits and credits on checking accounts maintained at financial institutions located in Argentina and other transactions that are used as a substitute for the use of checking accounts. The general tax rate is 0.6% for each debit and credit, although there are reduced rates of 0.075%, as well as increased rates of 1.2%.
The account holder may use up to 33% of the amounts paid for tax on debits and credits in bank accounts for taxable events subject to the general rate of 0.6%, as well as those taxed at the rate of 1.2%, as a credit against other specific federal taxes. The remaining amount is deductible for income tax purposes. If lower rates were applied, the available credit would be reduced to 20%. Additionally, Law No. 27,264 establishes that 100% of the tax paid may be considered as a credit against income tax by entities that are characterized as “micro” and “small” and 60% of the tax paid by those entities related to the manufacturing industry that are characterized as “medium - stage 1-” by means of Article 1 of Law No. 25,300 and its complementary ones.
Tax on debits and credits in bank accounts has certain exemptions. Debits and credits in special checking accounts (created under Communication “A” 3,250 of the BCRA) are exempted from this tax if the accounts are held by foreign legal entities and if they are exclusively used for financial investments in Argentina. For certain exemptions and/or tax rate reductions to apply, bank accounts must be registered with the tax authority (ARCA) in accordance with AFIP General Resolution No. 3,900/2016.
Whenever financial institutions governed by Law No. 21,526 make payments acting in their own name and behalf, the application of this tax is restricted to certain specific transactions. Such specific transactions include, among others, dividends or profits distributions.
Value added tax
The sale, exchange or other disposition of our Class D shares or ADSs and the distribution of dividends are exempt from the value added tax.
Stamp tax
This tax is an Argentine provincial tax, which is also levied in the City of Buenos Aires, applicable to the execution of onerous transactions within a provincial jurisdiction or the City of Buenos Aires, or also outside an Argentine provincial jurisdiction or the City of Buenos Aires but with effects in such jurisdiction. Each of the provinces and the City of Buenos Aires apply different tax rates depending on the type of activity. In the City of Buenos Aires, acts or instruments related to the negotiation of shares and other securities duly authorized for its public offering by the CNV are exempt from stamp tax to the extent their placement is made within a 180-days term counting as from when such authorization is granted.
| 228 |
Stamp tax may apply in certain Argentine provinces if transfer of our Class D shares or ADSs is performed or executed in such jurisdictions by means of written agreements.
Gross turnover tax
This tax is an Argentine provincial tax, which is also levied in the City of Buenos Aires, applicable to gross revenues resulting from the regular and onerous exercise of commerce, industry, profession, business, services or any other onerous activity conducted on a regular basis within the respective Argentine jurisdiction. Each of the provinces and the City of Buenos Aires apply different tax rates depending on the type of activity.
In addition, gross turnover tax could be applicable on the transfer of Class D shares or ADSs and on the perception of dividends to the extent such activity is conducted on a regular basis within an Argentine province or within the City of Buenos Aires. However, under the Tax Code of the City of Buenos Aires, any transaction with shares as well as the perception of dividends are exempt from gross turnover tax.
Regimes for the collection of provincial tax revenues on the amounts credited to bank accounts
Different Argentine tax authorities have established collection regimes for gross turnover tax purposes applicable to those credits verified in accounts opened at financial entities. These regimes apply to those taxpayers included in the lists provided monthly by the tax authorities of each jurisdiction. The applicable rates may vary depending on the jurisdiction involved. Collections made under these regimes shall be considered as a payment on account of the gross turnover tax. Note that certain jurisdictions have excluded the application of these regimes on certain financial transactions. Holders of Class D shares and ADSs shall corroborate the existence of any exclusions to these regimes in accordance with the jurisdiction involved.
Estate and gift tax
There are no federal inheritance or succession taxes applicable to the ownership, transfer or other disposition of our Class D shares or ADSs.
At a provincial level, Buenos Aires Province has imposed a tax on gratuitous transfer of assets, including inheritance, legacies, donations, etc.
Regarding the fiscal year 2026, gratuitous transfers of assets are exempt from this tax when their total amount, without including deductions, exemptions, and exclusions, is equal to or less than Ps.5,606,568, or Ps.23,343,337 in the case of parents, children, and spouses. The amount to be taxed, which includes a fixed component and a variable component that is based on differential rates (which range from 1.603% to 9.513% in tax period 2026), varies according to the property value to be transferred and the degree of kinship of the parties involved. The transfer of Class D shares or ADSs among residents of the Buenos Aires Province shall be subject to this tax if other applicable conditions are met.
Regarding the existence of taxes on the free transmission of assets in the remaining provincial jurisdictions, the analysis must be carried out taking into consideration the legislation of each province in particular.
Court tax
In the event that it becomes necessary to institute enforcement proceedings in relation to our Class D shares and ADSs in the Argentine federal courts or the courts sitting in the City of Buenos Aires, a court tax (in general at a rate of 3.0% or 1.5%) will be imposed on the amount of any claim brought before such courts. Certain court and other taxes could be imposed on the amount of any claim brought before provincial courts.
| 229 |
Incoming funds arising from non-cooperative or low or nil tax jurisdictions.
According to Article 82 of Law No. 27,430, for fiscal purposes, any reference to “low tax or no tax countries” or “non-cooperative countries” should be understood to be “non-cooperative jurisdictions or low or nil tax jurisdictions,” as defined in Article 19 and Article 20 of the Income Tax Law.
As defined under Article 19 of the Argentine Income Tax Law, non-cooperative jurisdictions are those countries or jurisdictions that do not have an agreement in force with the Argentine Government for the exchange of information on tax matters or a treaty to avoid international double taxation with a broad clause for the exchange of information. Likewise, those countries that, having an agreement of this type in force, do not effectively comply with the exchange of information will also be considered as non-cooperative jurisdictions. The aforementioned treaties and agreements must comply with international standards of transparency and exchange of information on fiscal matters to which the Argentine Government has committed. The Argentine Government published a list of the non-cooperative jurisdictions based on the criteria above, currently included in art 24 of the Regulatory Decree of the Income Tax Law.
In turn, “low or nil tax jurisdictions” are defined as those countries, domains, jurisdictions, territories, associated states or special tax regimes in which the maximum corporate income tax rate is lower than 60% of the minimum corporate income tax rate established in the first paragraph of Article 73 of the Income Tax Law.
Pursuant to Article 25 of the regulatory decree of the Income Tax Law, for purposes of determining the taxation level referred to in Article 20 of the Income Tax Law, the aggregate corporate tax rate in each jurisdiction, regardless of the governmental level in which the taxes were levied must be considered. In turn, “special tax regime” is understood as any regulation or specific scheme that departs from the general corporate tax regime applicable in said country and results in an effective rate below that stated under the general regime.
According to the legal presumption under Article 18.2 of Law No. 11,683, as amended, incoming funds from low or nil jurisdictions could be deemed unjustified net worth increases for the Argentine party, no matter the nature of the operation involved.
The unjustified increases in net worth mentioned in the preceding paragraph, plus an additional 10% attributed as income used or consumed in non-deductible expenses, constitute net gains for the fiscal year in which they occur, for the purpose of determining the Income Tax. Furthermore, they may serve as a basis for estimating the omitted taxable transactions during the corresponding commercial fiscal year for Value Added Tax and internal taxes, if applicable.
The Argentine party may rebut such legal presumption by duly evidencing before the Argentine tax authority that the funds arise from activities effectively performed by the Argentine party or by a third -party in such jurisdiction, or that such funds have been previously declared.
Tax treaties
Argentina has tax treaties for the avoidance of double taxation currently in force with Australia, Belgium, Bolivia, Brazil, Canada, Chile, China, Denmark, Finland, France, Germany, Italy, Mexico, the Netherlands, Norway, Qatar, Russia, Spain, Sweden, Switzerland, the United Arab Emirates, the United Kingdom, Turkey and Uruguay (through an information exchange treaty that contains clauses for avoidance of double taxation). Tax treaties between Argentina and Austria, Japan and Luxemburg have been signed, but the treaties have not yet been ratified by their respective governments. There is currently no tax treaty or convention in effect between Argentina and the United States. However, an international administrative agreement for the exchange of information between the Argentine tax administration (“ARCA”) and the United States tax administration (Internal Revenue Service, “IRS”) is currently in force.
| 230 |
The "Multilateral Convention to Implement Tax Treaty-Related Measures to Prevent Base Erosion and Profit Shifting" (“MLI”), under the Organization for Economic Co-operation and Development (“OECD”) framework has been approved by Law No. 27,788 and ratified by Argentina on September 29, 2025. The MLI will apply to certain taxable events occurring on or after January 1, 2026. This circumstance could alter enforcement of tax treaties to avoid double taxation concluded by Argentina with other nations that have also signed the MLI.
THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL ARGENINE TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF ADSs OR COMMON SHARES. HOLDERS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES ARISING IN EACH PARTICULAR CASE.
Item 10.F Dividends and paying agents
Not applicable.
Item 10.G Statement by experts
Not applicable.
Item 10.H Documents on display
We are subject to the information requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In accordance with these requirements, we file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D,C, 20549. Copies of the materials may be obtained from the SEC’s Public Reference Room at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an internet website that contains filings, reports and other information regarding issuers who, like us, file electronically with the SEC. The address of that website is http://www.sec.gov.
We are required to file consolidated financial statements and other periodic reports with the CNV as a public company in Argentina. Investors can access our historical consolidated financial statements published in Spanish on the CNV’s website at www.cnv.gob.ar. The information found on the CNV’s website is not a part of this annual report. Investors are cautioned not to place undue reliance on our consolidated financial statements or other information not included in this annual report.
Item 10.I. Subsidiary Information
Not applicable.
Item 10.J Annual Report to Security Holders
Not Applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Financial Risk Management Goals and Policies
Our principal financial liabilities comprise of bank loans and trade and other payables. The main purpose of these financial liabilities is to finance our operations. We have trade and other receivables, and cash and cash equivalents that result directly from our operations. We also have financial assets at fair value through profit and loss.
Due to our business activity, we are exposed to the following financial risks: market risk, credit risk and liquidity risk. We continuously monitor these risks to minimize the potential negative impact they could have on our finances.
| 231 |
Market Risk
Market risk is the risk of changes in the fair value or the future cash flows of financial instruments due to fluctuations in market prices. The market risks affecting our business include interest rate risk, foreign currency risk and price risk.
Interest Rate Risk
See Note 19 to our audited and consolidated Financial Statements for the period ended December 31, 2025.
Interest rate sensitivity
See Note 19 to our audited and consolidated Financial Statements for the period ended December 31, 2025.
Foreign Currency Risk
See Note 19 to our audited and consolidated Financial Statements for the period ended December 31, 2025.
Foreign currency sensitivity
See Note 19 to our audited and consolidated Financial Statements for the period ended December 31, 2025.
Price Risk
See Note 19 to our audited and consolidated Financial Statements for the period ended December 31, 2025.
Credit Risk
See Note 19 to our audited and consolidated Financial Statements for the period ended December 31, 2025.
See “Item 3.D.—Risk Factors—Risks Relating to Our Business—Our results depend largely on the compensation established by the Secretariat of Electric Energy and received from CAMMESA” and “Item 3.D.—Risk Factors—Risks Relating to the Electric Power Sector in Argentina—We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and other customers in the electric power sector”.
We are entitled to receive payments from CAMMESA under the Spot Sales within 42 days after the date of billing. In previous years, due to regulatory conditions in Argentina’s electric power sector that affected the profitability and economic viability of power utilities, certain WEM agents defaulted on their payments to CAMMESA, which adversely affected CAMMESA’s ability to meet its payment obligations to electric power generators, including us. As a consequence, in the past, we have seen CAMMESA pay more than 90 days after month-end, rather than the required 42 days after the date of billing. Such payment delays would result in higher working capital requirements than we would typically have to finance with our own financing sources. Since March 2024, CAMMESA has reduced payment delays, which now average 2 to 5 days after the expiration of the regulatory 42-day period.
Liquidity Risk
See Note 19 to our audited and consolidated Financial Statements for the period ended December 31, 2025.
| 232 |
Item 12. Description of Securities Other Than Equity Securities
Item 12.A Debt Securities
Not applicable.
Item 12.B Warrants and Rights
Not applicable.
Item 12.C Other Securities
Not applicable.
Item 12.D American Depositary Shares
Fees and Charges
On September 5, 2023, we terminated our deposit agreement with Citibank, N.A., filed with the Commission on January 17, 2018. On October 16, 2023 we entered into a deposit agreement with JPMorgan Chase Bank, N.A. under which JPMorgan Chase Bank, N.A. was engaged to act as depositary of our ADSs.
As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement:
| Service | Fees | |
| Issuance of ADSs (e.g., an issuance of ADS upon a deposit of common shares, upon a change in the ADS(s)-to-common share(s) ratio, or for any other reason), excluding ADS issuances as a result of distributions of common shares) | Up to U.S. 3¢ per ADS issued | |
| Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-common share(s) ratio, or for any other reason) | Up to U.S. 5¢ per ADS cancelled | |
| Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) | Up to U.S. 2¢ per ADS held | |
| Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs | Up to U.S. 2¢ per ADS held | |
| Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off) | Up to U.S. 2¢ per ADS held | |
| ADS Services | Up to U.S. 2¢ per ADS held on the applicable record date(s) established by the depositary bank |
As an ADS holder you will also be responsible to pay certain charges such as:
| · | taxes (including applicable interest and penalties) and other governmental charges; | |
| · | the registration fees as may from time to time be in effect for the registration of common shares on the share register and applicable to transfers of common shares to or from the name of the custodian, the depositary bank or any nominees upon the making of deposits and withdrawals, respectively; | |
| · | certain cable, telex and facsimile transmission and delivery expenses; |
| 233 |
| · | the expenses and charges incurred by the depositary bank in the conversion of foreign currency; | |
| · | the fees and expenses incurred by the depositary bank in connection with compliance with exchange control regulations and other regulatory requirements applicable to common shares, ADSs and ADRs; and | |
| · | the fees and expenses incurred by the depositary bank, the custodian, or any nominee in connection with the servicing or delivery of deposited property. |
ADS fees and charges for (i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary bank into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.
In the event of refusal to pay the depositary bank fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary bank fees from any distribution to be made to the ADS holder. Certain of the depositary fees and charges (such as the ADS services fee) may become payable shortly after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary bank. You will receive prior notice of such changes. The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time. Accordingly, we have received the following amounts from the depositary bank on the dates indicated below:
| (i) | February 5, 2021: US$137,442.96; | |
| (ii) | February 5, 2022: US$128,375.40; and | |
| (iii) |
October 19, 2023: US$186,992.90.
| |
| (iv) | March 10, 2025: US$704,800.65 (net amount received with respect to fiscal years 2024 and 2025) |
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
| 234 |
Item 15. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our company, under the supervision and with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to 13a-15(e) of the Exchange Act, as of December 31, 2025.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon their evaluation, our company’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance of achieving their control objectives.
(b) Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS Accounting Standards, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. PS Cafayate S.R.L. became part of our consolidated subsidiaries during 2025 because of the performed acquisition. As permitted by the SEC Staff interpretive guidance for newly acquired businesses, our management excluded PS Cafayate S.R.L. from the evaluation of internal control over financial reporting as of December 31, 2025. PS Cafayate S.R.L. represents 2.06% and 2.21% of our total and net assets, respectively, 0.77% and (0.35%) of revenues and net income,respectively, as reported in our Audited Consolidated Financial Statements for the year ended December 31, 2025.
PS Cafayate S.R.L. will be included in the scope of the internal control model for financial reporting in 2026 and their processes and controls will be included and certified in 2026.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
| 235 |
Based on our assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2025.
(c) Attestation report of the registered public accounting firm
Reference is made to the report of Pistrelli, Henry Martin y Asociados S.A. (a member firm of Ernst & Young Global Limited) on page F-1 of this annual report.
(d) Changes in internal controls over financial reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 16.A Audit committee financial expert
Mr. Tomás José White is our audit committee’s financial expert. He is an independent member of the audit committee under Rule 10A-3 and applicable NYSE standards.
Item 16.B Code of Ethics
We have adopted a “Code of Business Conduct” (the “code”) designed to establish guidelines with respect to professional conduct, morals and employee performance. This code applies to all our directors, managers, heads and employees. The code is posted on our website at https://www.centralpuerto.com/en/corporate-governance-documents/. In 2018, the code was amended to comply with the requirements set forth in Argentine Law No. 27.401 (the “Corporate Criminal Liability Law”), which include that our employees shall act with due care while dealing with public sector officers or agencies on our behalf and shall avoid, at all times, circumstances that may be considered contrary to the public duties of such public sector officers, illicit enrichment of such public sector officers, bribery and influence-peddling, extortion and preparation of false balance sheets and reports. On March 9, 2018, our Audit Committee approved the amendment. In addition, we did not grant any waivers to the code during the year ended December 31, 2025.
Item 16.C Principal Accountant Fees and Services
Pistrelli, Henry Martin y Asociados S.A. (a member firm of Ernst & Young Global Limited) acted as our independent registered public accounting firm for the fiscal years ended December 31, 2025, and 2024. The following tables sets forth the total amount billed to us and our subsidiaries for the indicated fiscal years (stated in the current measurement unit as of December 31, 2025):
|
2025 |
2024 |
||||
| (in thousands of Ps.) | |||||
| Audit Fees | 1,966,256 | 2,052,049 | |||
| Tax Fees | 132,579 | 98,084 | |||
| Total | 2,098,835 | 2,150,133 | |||
Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual consolidated financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. It includes the audit of our annual consolidated financial statements, the reviews of our quarterly consolidated financial statements submitted to CNV and other services that generally only the independent accountant reasonably can provide, such as comfort letters, statutory audits, attestation services, consents and assistance with and review of documents filed with the SEC.
| 236 |
Tax fees are billed for professional services related to tax compliance and tax advice for fiscal years 2025 and 2024, respectively.
Audit Committee Pre-Approval Policies and Procedures
Consistent with SEC requirements regarding auditor independence, the Audit Committee pre-approves services prior to commencement of the specified service. Before any accountant is engaged to render audit or non-audit services, the engagement must be approved by the Audit Committee and the Audit Committee must pre-approve the provision of services by our principal auditor prior to commencement of the specified service. The Audit Committee has delegated the authority to grant pre-approvals to auditors’ services to its president. The decision of the president to pre-approve a service is presented to the full Audit Committee at each of its scheduled meetings.
All audit fees, audit-related fees, tax fees and other fees, if any, are submitted to our Audit Committee for prior approval. The Audit Committee evaluates the scope of the work to be performed by our accountants and the fees for such work prior to their engagement.
Consequently, 100% of the services and fees rendered by our principal accountants in 2025 were approved by the Audit Committee prior to their engagement to perform such work.
Item 16.D Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16.E Purchases of Equity Securities by the Issuer and Affiliated Purchasers
2022 Program. On October 13, 2022, the Board of Directors of the Company approved a share repurchase program authorizing the repurchase of the Company's own shares for a maximum aggregate amount of up to US$10,000,000 over a term of 180 calendar days (the "2022 Program"). The 2022 Program expired on April 11, 2023. Under the 2022 Program, the Group repurchased 252,034 shares with a par value of $1 per share for a total consideration of Ps. 254,501 thousand. In October 2025, all shares acquired under the 2022 Program were cancelled.
2023 Program. On August 24, 2023, the Board of Directors of the Company approved a new share repurchase program authorizing the repurchase of the Company's own shares for a maximum aggregate amount of up to US$10,000,000 over a term of 180 calendar days (the "2023 Program"). The 2023 Program expired on February 20, 2024. Under the 2023 Program, the Group repurchased 2,299,993 shares with a par value of $1 per share for a total consideration of Ps. 4,754,694 thousand. The deadline for the disposition of such shares, in accordance with the applicable provisions of the Capital Markets Law, expires on October 11, 2026.
2025 Program. On September 25, 2025, the Board of Directors of the Company approved a new share repurchase program, in accordance with applicable regulations, authorizing the repurchase of the Company's own shares for a maximum aggregate amount of up to US$ 20,000,000 over a period of 180 calendar days, subject to any renewal or extension thereof (the "2025 Program"). Under the 2025 Program, the repurchase process may be carried out by the Company and/or its subsidiaries, subject to a daily transaction limit of up to 25% of the average daily trading volume of the shares on the markets where they are listed, calculated on the basis of the preceding 90 trading days.
The maximum price payable per share under the 2025 Program is US$11 per ADR on the NYSE and up to Ps. 1,500 per share on BYMA. On October 23, 2025, the Board of Directors of the Company resolved to increase the maximum price on BYMA from Ps. 1,500 to Ps. 1,750 per share.
As of the date hereof, the Group has repurchased 2,756,000 shares with a nominal value of Ps. 1 per share under the 2025 Program for a total consideration of Ps. 3,762,901 thousand. The deadline for the disposition of such shares, in accordance with the applicable provisions of the Capital Markets Law, expires on October 17, 2028.
| 237 |
Accounting Treatment. All transactions carried out under the foregoing programs have been recorded as treasury share acquisitions in accordance with IAS 32 — Financial Instruments: Presentation and the applicable regulations of the CNV. Accordingly, the consideration paid for such shares has been recognized as a direct reduction of equity.
The table below describes the repurchases of equity securities we made during 2025:
| Period | (a) Total number of shares (or units) purchased | (b) Average price paid per share (or units) | (c) Total number of shares (or units) purchased as part of publicly announced plans programs | (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the program (in US Dollars) |
| 09/30/2025 – 10/01/2025 | 240,000 | Ps. 1,239 | 240,000 | 17,899,742 |
| 10/01/2025 – 10/02/2025 | 200,000 | Ps. 1,253 | 200,000 | 18,115,258 |
| 10/02/2025 – 10/03/2025 | 230,000 | Ps. 1,217 | 230,000 | 18,291,401 |
| 10/03/2025 – 10/06/2025 | 112,000 | Ps. 1,228 | 112,000 | 18,487,854 |
| 10/06/2025 – 10/07/2025 | 233,000 | Ps. 1,195 | 233,000 | 18,584,434 |
| 10/07/2025 – 10/08/2025 | 265,000 | Ps. 1,206 | 265,000 | 18,779,201 |
| 10/08/2025 – 10/09/2025 | 202,000 | Ps. 1,210 | 202,000 | 19,002,814 |
| 10/09/2025 – 10/13/2025 | 280,000 | Ps. 1,330 | 280,000 | 19,173,774 |
| 10/13/2025 – 10/14/2025 | 284,000 | Ps. 1,330 | 284,000 | 19,436,039 |
| 10/14/2025 – 10/15/2025 | 284,000 | Ps. 1,359 | 284,000 | 19,716,107 |
| 10/15/2025 – 10/16/2025 | 295,000 | Ps. 1,422 | 295,000 | 17,595,823 |
| 10/17/2025 – 10/20/2025 | 131,000 | Ps. 1,474 | 131,000 | 17,462,629 |
| 238 |
Item 16.F Change in Registrant’s Certifying Accountant
Not applicable.
Item 16.G Corporate Governance
NYSE Corporate Governance Rules
Under NYSE rules, foreign private issuers are subject to more limited corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with Sections 303A.06, 303A.11 and 303A.12(b) and (c) of the NYSE Listed Company Manual which set forth the following corporate governance rules: (i) we must satisfy the requirements of Rule 10A-3 of the Exchange Act relating to audit committees; (ii) our CEO must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with the applicable NYSE corporate governance rules; (iii) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards; and (iv) we must provide the NYSE with annual and interim written affirmations as required under the NYSE corporate governance rules.
The table below briefly describes the significant differences between our Argentine corporate governance rules and the NYSE corporate governance rules:
| Section | NYSE corporate governance rule for U.S. domestic issuers | Argentine corporate governance rules | ||
|
303A.01
|
A listed company must have a majority of independent directors. “Controlled companies” are not required to comply with this requirement.
|
A listed company must have at least two independent directors who form a majority of the Audit Committee.
|
| 239 |
|
303A. 02
|
No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company) and emphasizes that the concern is independence from management. The board is also required, on a case-by-case basis, to express an opinion with regard to the independence or lack of independence, of each individual director.
|
Pursuant to CNV Rules, a director is not independent if such director is:
(a) a member of management or an employee of shareholders who hold material holdings in the listed company or of other entities in which these shareholders have material holdings or over which these shareholders exercise a material influence;
(b) is currently an employee or has, in the last three years, been an employee of the listed company;
(c) a person who has a professional relationship or is part of a company or professional association that maintains professional relations with, or that receives remunerations or fees (other than directors’ fees) from, the listed company or from shareholders that have material holdings in the listed company, or with a company in which such shareholders have material holdings or exercise a material influence;
(d) a person who has material holdings in the listed company or in an entity that has material holdings in, or exercises a material influence over, the listed company;
(e) a person who directly or indirectly provides goods or services to the listed company or to shareholders that have material holdings in or exercise a material influence over the listed company and receives compensation for such services that is substantially higher than that received as director of the listed company;
(f) the member is married or is a family member to an individual who would not qualify as independent.
(g) the member is the director, CEO, administrator or principal executive from a non-profit organization which had received funds for amounts exceeding those established by Resolution No. 30/2011 of the UIF (currently equivalent to Ps. 150 Minimum Living and Mobile Wages), coming from the company, or a parent company;
(h) a person who receive any payments from the company or group companies other than fees as a director or dividends as shareholder; or
(i) a member of the administrative or supervisory committee and/or hold a significant participation (directly or indirectly) with respect to one or more companies that are registered as Agente de Negociación, Agente de Liquidación y Compensación y/o Agente de Corretaje de Valores Negociables.
It is necessary to comply with the conditions of independence for at least three years before the designation as a director.
The independent directors will cease to be independent after 10 years of holding its position of directors and will be restored with its status of independent three years after leaving office.
“Material holdings” are shareholdings, either directly or indirectly, that represent at least 5% of the capital stock of the relevant entity, or a smaller percentage when the person has the right to elect one or more directors per class of shares or by having entered into agreements with other shareholders relating to the governance and the management of the relevant entity or of its controlling shareholders. | ||
|
303A.03
|
The non-management directors of a listed company must meet at regularly scheduled executive sessions without management.
|
Neither Argentine law nor our bylaws require the holding of such meetings and we do not hold non-management directors meetings.
The Argentine Corporate Law provides, however, that the board shall meet at least once every three months, and according to our bylaws, whenever the chairman considers necessary to convene for a meeting.
|
| 240 |
|
303A.04
|
A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.
|
Neither Argentine law nor our bylaws require the establishment of a nominating/corporate governance committee. We do not have a nominating/corporate governance committee.
Directors are nominated and appointed by the shareholders.
| ||
|
303A.05
|
A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.
|
Neither Argentine law nor our bylaws require the establishment of a compensation committee. We do not have a compensation committee.
The compensation of our directors is determined at the annual ordinary shareholders’ meeting. Additionally, the audit committee must issue an opinion regarding the reasonableness and adequacy of such compensation.
|
| 241 |
|
303A.06*
|
A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, with a written charter that covers certain minimum specified duties.
|
Argentine law requires the audit committee be composed of three or more members from the board of directors (with a majority of independent directors), all of whom must be well-versed in business, financial or accounting matters. In addition, we are required to satisfy the audit committee requirements of Rule 10A-3.
The responsibilities of an audit committee, as provided in Law No. 26,831 and the CNV standards, are essentially the same as those provided for under Rule 10A-3, including, but not limited to, the following:
(a) advise on the board of directors’ proposal for the designation of external independent accountants and to ensure their independence;
(b) oversee our internal control mechanisms and administrative and accounting procedures and assess the reliability of all financial and other relevant information filed with the CNV and other entities to which we report;
(c) oversee our information policies concerning risk management;
(d) provide the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders;
(e) advise on the reasonableness of fees or stock option plans for our directors and managers proposed by the board of directors;
(f) advise on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited;
(g) verify the fulfillment of any applicable rules of conduct; and
(h) issue grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest.
| ||
|
303A.08
|
Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.
|
The basic terms for any equity-based compensation plan should be considered by the general shareholders’ meeting, notwithstanding its power to delegate any decision to the board of directors. We do not currently offer equity-based compensation to our directors, executive officers or employees, and have no policy on this matter.
|
| 242 |
|
303A.09
|
A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.
|
Neither Argentine law nor our bylaws require the adoption or disclosure of corporate governance guidelines. The CNV Rules contain a recommended Code of Corporate Governance for listed companies and the board of directors must include on its annual report, the degree of compliance of such code. We have adopted, as of May 26, 2011, a corporate governance manual.
| ||
|
303A.10
|
A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.
|
Neither Argentine law nor our bylaws require the adoption or disclosure of a code of business conduct. We, however, have adopted a code of business conduct and ethics that applies to all of our employees.
| ||
|
303A.12
|
(a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards.
(b)* Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A.
(c)* Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.
|
The CNV Rules provide that each year the board of directors shall include in the annual report included in the financial statement, a report on the degree of compliance with the code of corporate governance for listed companies included in the CNV Rules. In such report, which shall be submitted to the CNV and published for the general public, the board of directors must: (i) inform if it fully complies with the guidelines and recommendations of the aforementioned code of corporate governance; or (ii) explain the reasons for which it complies only partially or it does not comply with such principles and recommendations, and indicate if the company intends to incorporate the principles and guidelines it failed to adopt. To such end, the company must (a) adopt the principles as general corporate governance guidelines and the recommendations as a framework to adopt the principles within the company; (b) notify compliance with each of the recommendations included in the Corporate Governance Manual; (c) in case of compliance include the required information in accordance with CNV Rules; and (d) in case of partial or non-compliance, justify such event and indicate the action plan for future years, or an indication of the reasons for which the board of directors does not consider appropriate or applicable to follow the recommendations and guidelines provided in the CNV Rules. |
| * | We are required to comply with these rules under the NYSE Listed Company Manual |
| * | We are required to conform the structure of the Board of Directors to the independence criteria established in article 11, Chapter III, Title II of the CNV Rules by the first shareholders’ meeting held after December 31, 2018. |
| 243 |
Item 16.H Mine Safety Disclosure
Not applicable.
Item 16.I Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16.J Insider Trading Policies
We have
Item 16.K Cybersecurity
We uphold a thorough procedure for evaluating, recognizing, and addressing cybersecurity risks, encompassing threats such as business operations disruption, reporting system vulnerabilities, data breaches, and reputational concerns. The Department of Cybersecurity holds the mandate to implement a range of proactive and responsive measures that influence data processing and facilitate information protection. Moreover, it carries out risk analysis and assessment concerning cybersecurity threats that could affect the Company, working closely with the Cybersecurity Manager and other cybersecurity experts. The functions of our Department of Cybersecurity have been integrated into our general risk systems and processes.
Key responsibilities of the Department of Cybersecurity encompass:
| · | Restricting unauthorized access or alterations to information by individuals, entities, or processes. | |
| · | Guaranteeing the availability of critical information as required by authorized users, entities, or processes. | |
| · | Identifying risks and suggesting security solutions for their monitoring and mitigation. | |
| · | Supervising, communicating, and implementing technical security solutions aligned with business objectives. | |
| · | Proactively detecting threats to enable early identification and containment, thus minimizing impacts on Company assets, products, and operations. | |
| · | Formulating and enhancing cybersecurity policies and controls to ensure compliance with relevant standards and regulations. |
The Cybersecurity Department’s procedures undergo annual reviews, testing, updates, and approval by the Approval Committee. Any necessary updates resulting from these reviews are implemented accordingly.
| 244 |
Incident Response Plan
We rely on and use recognized international frameworks, including the NIST SP 800-30, NIST SP 800-37, NIST CSF and MAGERIT frameworks for the identification, assessment, and management of cybersecurity risks relevant to our business.
Our Cybersecurity Risk Management Program includes the following key elements:
| · | A cybersecurity risk identification and assessment procedure that allows us to identify risks, especially those that are critical to our business. |
| · | A team with a defined leader and members; with the main function of identifying, assessing, and managing cybersecurity risks. |
| · | A process for implementing strategies and measures to address cybersecurity risks. |
| · | A cyber incident response plan that allows restoring systems and resuming operations, also, minimizing the consequences and acquiring incident information to conduct investigations and activate other internal processes. |
| · | A cyber incident management plan that allows us to carry out a process for determining the materiality of potential cyber incidents, their documentation and corresponding communication to the competent bodies (SEC, entities at the national level, stakeholders, etc.). |
During 2025, we performed cyber incident management simulation exercises to test the processes of materiality assessment and cyber incident handling. The evaluation team, consisting of executives from the areas involved, convened and analyzed various scenarios of a hypothetical ransomware attack and its material impact on our organization.
Controlled service disruption tests were performed on essential components of the IT infrastructure to verify the performance of recovery mechanisms. The results of these tests were satisfactory in all cases, as contingency measures were successfully activated to maintain operational continuity.
Four independent security tests (Penetration Tests) were conducted on the internet-exposed infrastructure and the internal network to determine our degree of exposure to threats and cyber-attacks.
| 245 |
Management
In the event that the preliminary assessment Cybersecurity Manager suggests that the incident could be significant, our policy stipulates the formation of an Approval Committee consisting of the CEO, CFO, and Cybersecurity Manager. The role of the Approval Committee is to oversee the materiality determination made by the Cybersecurity team. If deemed necessary, the Approval Committee forwards pertinent information to the Audit Committee for review. Should the Audit Committee validate the incident’s materiality, it is then communicated to the Board of Directors, and subsequently, publicly disclosed in accordance with relevant laws and regulations.
Board of Directors
To fulfill this duty, the Audit Committee convenes regular meetings and ad-hoc sessions as necessary, during which the Cybersecurity Manager provides reports on cybersecurity events and updates on prevailing risks. Additionally, the Audit Committee engages with the Cybersecurity Manager if a material event arises.
The Cybersecurity Manager communicates significant activities related to cybersecurity incidents in accordance with the Cybersecurity Risk Assessment Procedure to both the Board of Directors and the Audit Committee.
Third-Party Service Provider
Training
The Department of Cybersecurity organizes awareness campaigns and training sessions for employees, emphasizing various topics such as creating secure passwords, recognizing phishing attempts, understanding social engineering tactics, data leakage, ensuring security on WhatsApp and social networks, understanding data protection principles, and promoting secure development practices, among other relevant subjects.
Risks from Cybersecurity Threats
For further details regarding our cybersecurity-related risks, please refer to "Item 3—Key Information—Risk Factors— A cyberattack could adversely affect our business, balance sheet, results of operations and cash flow.
| 246 |
Item 17. Financial Statements
We have responded to Item 18 in lieu of responding to this Item 17.
Item 18. Financial Statements
Our Audited Consolidated Financial Statements are included in this annual report beginning at Page F-1.
Item 19. Exhibits
EXHIBIT INDEX
| 247 |
| 248 |
| 249 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| CENTRAL PUERTO S.A. | |||
| By: | /S/ ENRIQUE TERRANEO | ||
|
Name: Enrique Terraneo Title: Chief Financial Officer |
|||
Date: April 22, 2026.
| 250 |
INDEX TO THE FINANCIAL STATEMENTS
| 252 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Central Puerto S.A.:
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Central Puerto S.A. (the Company) as of December 31, 2025, and 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 22, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| F-1 |
| Impairment of property, plant and equipment and intangible assets | |
| Description of the matter |
As reflected in the Company´s consolidated financial statements, at December 31, 2025, the Company´s property, plant and equipment (“PP&E”) and intangible assets were Argentine pesos (“Ps.”) 2,345,654 million and Ps. 40,473 million, respectively.
As further described in Note 2.2.8 to the consolidated financial statements, PP&E and intangible assets are tested for impairment or impairment reversal when an existing event, or one that took place after year end, and provides additional evidence of conditions that existed at the end of the reporting period, indicates that the recoverable amount of the PP&E and/or intangible assets amounts may be affected. For each individual asset or cash generating unit (“CGU”) for which indicators of impairment or impairment reversal are identified, management estimates the recoverable amount of the asset or CGU, which is the higher of the fair value less costs to sell and its value in use, and compares it to the respective carrying amount. The value in use for the Company´s CGUs related to the Electric Power Generation from conventional and renewable sources operating segments was estimated based on discounted future cash flows, considering a significant assumption related to electricity revenues as well as assumptions related to operational costs, discount rates and macroeconomic variables such as inflation and exchange rates. The recoverable amount for gas turbines and land was estimated based on fair value less cost to sell.
During 2025, the Company recorded a Ps. 71,133 million and Ps. 1,877 million gain on impairment reversal on PP&E and intangible assets, respectively, related to the Luján de Cuyo combined cycle plant, the Terminal 6 San Lorenzo cogeneration unit, the Brigadier Lopez thermoelectric power plant, the Manque and La Genoveva wind farms, and the gas turbine stored in the facilities of the Nuevo Puerto power plant. Also, the Company recorded a Ps. 11,755 million and Ps. 305 million impairment charge on PP&E and intangible assets, respectively, related to the San Carlos solar park.
Auditing the impairment of PP&E and intangible assets is especially challenging because it involves a high degree of auditor judgment in performing procedures to evaluate the significant and other assumptions described above used to determine the value in use, including projected financial information, and the fair value less cost to sell.
|
| How We Addressed the Matter in our Audit |
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s impairment assessment process, including controls over management’s review of the significant and other assumptions described above, the completeness and accuracy of the underlying data and the consistency of the discounted cash flow model used by the Company.
To test management´s impairment evaluation, our audit procedures included, among others, assessing the methodologies used by management, testing the significant and other assumptions described above and testing the completeness and accuracy of underlying data. For example, we compared the electricity revenues used by management with historical data, power purchase agreements, and current regulations as applicable. Additionally, we compared the other assumptions used by management, such as inflation and exchange rates, to current available economic trends data. We also assessed the historical accuracy of management’s estimates and tested the arithmetical accuracy of the discounted cash flows model. We involved our internal valuation specialists in the evaluation of the methodologies and assumptions related to inflation, exchange rates and discount rates used in the future cash flows prepared by management and in the evaluation of the assumptions used by management for the determination of the fair value less costs to sell. We also assessed the related disclosures in the consolidated financial statements. |
/s/
Member of Ernst & Young Global Limited
We have served as the Company’s auditor since 2002.
April 22, 2026
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Central Puerto S.A.
Opinion on Internal Control Over Financial Reporting
We have audited Central Puerto S.A.’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Central Puerto S.A. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of PS Cafayate S.R.L. which is included in the 2025 consolidated financial statements of the Company and constituted 2.06% and 2.21% of total and net assets, respectively, as of December 31, 2025 and 0.77% and (0.35%) of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of PS Cafayate S.R.L.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of Central Puerto S.A. as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated April 22, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A.
Member of Ernst & Young Global Limited
City of Buenos Aires, Argentina April 22, 2026
| F-3 |
| Table of Contents |
CENTRAL PUERTO S.A. |
CONSOLIDATED STATEMENT OF INCOME
| For the years ended December 31, | ||||||||||||||||
| Notes | 2025 | 2024 | 2023 | |||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||||||
| Revenues | 5 | |||||||||||||||
| Cost of sales | 6.1 | ( | ) | ( | ) | ( | ) | |||||||||
| Gross income | ||||||||||||||||
| Administrative and selling expenses | 6.2 | ( | ) | ( | ) | ( | ) | |||||||||
| Other operating income | 7.1 | |||||||||||||||
| Other operating expenses | 7.2 | ( | ) | ( | ) | ( | ) | |||||||||
| Impairment Reversal (Impairment) of property, plant and equipment and intangible assets | 2.2.8 | ( | ) | |||||||||||||
| Operating income | ||||||||||||||||
| 2.1.2 | ||||||||||||||||
| Gain (Loss) on net monetary position | ( | ) | ( | ) | ||||||||||||
| Finance income | 7.3 | |||||||||||||||
| Finance expenses | 7.4 | ( | ) | ( | ) | ( | ) | |||||||||
| Share of the profit of associates | 3 | |||||||||||||||
| Result from investments in entities measured at fair value | 20.5 | |||||||||||||||
| Gain from bargain purchase | 2.2.20 | |||||||||||||||
| Income before income tax | ||||||||||||||||
| Income tax for the year | 8
| ( | ) | ( | ) | ( | ) | |||||||||
| Net income for the year | ||||||||||||||||
| Attributable to: | ||||||||||||||||
| – Equity holders of the parent | ||||||||||||||||
| – Non-controlling interests | ( | ) | ||||||||||||||
| Total net income loss for the year | ||||||||||||||||
| Basic and diluted earnings per share (ARS) | 9 | |||||||||||||||
| F-4 |
| Table of Contents |
CENTRAL PUERTO S.A. |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| For the years ended December 31, | ||||||||||||||||
| Notes | 2025 | 2024 | 2023 | |||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||||||
| Net income for the year | ||||||||||||||||
| Other comprehensive income (loss) for the year | ||||||||||||||||
| Other comprehensive income (loss) not to be reclassified to income in subsequent periods | ||||||||||||||||
| Remeasurement of results from long term employee benefits | 14.3 | ( | ) | |||||||||||||
| Income tax related to remeasurement of results from long-term employee benefits | 8 | ( | ) | ( | ) | |||||||||||
| Total other comprehensive income (loss) not to be reclassified to income in subsequent periods | ( | ) | ||||||||||||||
| Total other comprehensive income (loss) for the year | ( | ) | ||||||||||||||
| Total comprehensive income for the year | ||||||||||||||||
| Attributable to: | ||||||||||||||||
| – Equity holders of the parent | ||||||||||||||||
| – Non-controlling interests | ( | ) | ||||||||||||||
| Total comprehensive income loss for attributable for the year | ||||||||||||||||
| F-5 |
| Table of Contents |
CENTRAL PUERTO S.A. |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes | 12-31-2025 | 12-31-2024 | ||||||||||
| Assets | ARS 000 | ARS 000 | ||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 11 | |||||||||||
| Intangible assets | 12 | |||||||||||
| Biological assets | ||||||||||||
| Investments in associates | 3 | |||||||||||
| Inventories | 10 | |||||||||||
| Other non-financial assets | 14.1 | |||||||||||
| Trade and other receivables | 13.1 | |||||||||||
| Other financial assets | 13.6 | |||||||||||
| Deferred tax asset | 8 | |||||||||||
| Total non current assets | ||||||||||||
| Current assets | ||||||||||||
| Biological assets | ||||||||||||
| Inventories | 10 | |||||||||||
| Other non-financial assets | 14.1 | |||||||||||
| Trade and other receivables | 13.1 | |||||||||||
| Other financial assets | 13.6 | |||||||||||
| Cash and cash equivalents | 15 | |||||||||||
| Total current assets | ||||||||||||
| Total assets | ||||||||||||
| Equity and liabilities | ||||||||||||
| Equity | ||||||||||||
| Capital stock | ||||||||||||
| Adjustment to capital stock | ||||||||||||
| Treasury shares | ||||||||||||
| Adjustment to treasury shares | ||||||||||||
| Cost of treasury shares | ( | ) | ( | ) | ||||||||
| Legal reserve | ||||||||||||
| Voluntary reserve | ||||||||||||
| Other equity accounts | ( | ) | ( | ) | ||||||||
| Voluntary reserve for future dividends distribution | ||||||||||||
| Retained earnings | ||||||||||||
| Equity attributable to holders of the parent | ||||||||||||
| Non-controlling interests | ||||||||||||
| Total equity | ||||||||||||
| Non-current liabilities | ||||||||||||
| Trade and other payables | 13.2 | |||||||||||
| Other non-financial liabilities | 14.2 | |||||||||||
| Loans and borrowings | 13.3 | |||||||||||
| Compensation and employee benefits liabilities | 14.3 | |||||||||||
| Provisions | ||||||||||||
| Income tax payable – Payment plan | ||||||||||||
| Deferred income tax liabilities | 8 | |||||||||||
| Total non current liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 13.2 | |||||||||||
| Other non-financial liabilities | 14.2 | |||||||||||
| Loans and borrowings | 13.3 | |||||||||||
| Compensation and employee benefits liabilities | 14.3 | |||||||||||
| Income tax payable | 14.4 | |||||||||||
| Provisions | 17 | |||||||||||
| Total current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Total equity and liabilities | ||||||||||||
| F-6 |
| Table of Contents |
CENTRAL PUERTO S.A. |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Attributable to holders of the parent | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from owners | Retained earnings | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Face
value | Adjustment to capital stock | Treasury shares | Adjustment to treasury shares | Cost of treasury shares | Legal reserve | Voluntary reserve | Other
equity accounts | Voluntary reserve for future dividends distribution | Unappropriated retained earnings | Total | Non-controlling interests | Total | ||||||||||||||||||||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||||||||||||||||||||
| As of January 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the year | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income for the year | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income for the year | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| - Increase in legal reserve | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| - Increase in voluntary reserve for future dividends distribution | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Transaction between relatied parties (Note 18) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury shares (Note 13.3.7) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Reduction in treasury shares (Note Note 13.3.7) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Spin-off of ECOGAS Group (Note 3.1) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends distributed by a subsidiary (1) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Attributable to holders of the parent | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from owners | Retained earnings | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Face
value | Adjustment to capital stock | Treasury shares | Adjustment to treasury shares | Cost of treasury shares | Legal reserve | Voluntary reserve | Other
equity accounts | Voluntary reserve for future dividends distribution | Unappropriated retained earnings | Total | Non-controlling interests | Total | ||||||||||||||||||||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||||||||||||||||||||
| As of January 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the year | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income for the year | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income for the year | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| - Increase in legal reserve | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| - Increase in voluntary reserve for future dividends distribution | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends distribution | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Transaction between relatied parties (Note 18) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends distributed by a subsidiary (3) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Attributable to holders of the parent | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from owners | Retained earnings | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Face
value | Adjustment to capital stock | Treasury shares | Adjustment to treasury shares | Cost of treasury shares | Legal reserve | Voluntary reserve | Other
equity accounts | Voluntary reserve for future dividends distribution | Unappropriated retained earnings | Total | Non-controlling interests | Total | ||||||||||||||||||||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||||||||||||||||||||
| As of January 1, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) for the year | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss for the year | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) for the year | - | |||||||||||||||||||||||||||||||||||||||||||||||||||
| - Increase in legal reserve | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| - Increase in voluntary reserve for future dividends distribution | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends distribution | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Business combination (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transaction between relatied parties | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends distributed by a subsidiary (5) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends collected by a subsidiary (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury shares (Note 13.3.7) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
| F-7 |
| Table of Contents |
CENTRAL PUERTO S.A. |
CONSOLIDATED STATEMENT OF CASH FLOWS
| For the years ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Operating activities | ||||||||||||
| Income for the year before income tax: | ||||||||||||
| Adjustments to reconcile income for the year before income tax: | ||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| (Impairment Reversal) Impairment of property, plant and equipment and intangible assets | ( | ) | ( | ) | ||||||||
| Loss on disposal of property, plant and equipment | ||||||||||||
| (Charge) recovery for discount of tax credits | ( | ) | ||||||||||
| Interest earned from customers | ( | ) | ( | ) | ( | ) | ||||||
| Finance income | ( | ) | ( | ) | ( | ) | ||||||
| Finance expenses | ||||||||||||
| Insurance recovery | ( | ) | ( | ) | ||||||||
| Share of the profit of associates | ( | ) | ( | ) | ( | ) | ||||||
| Gain from bargain purchase | ( | ) | ||||||||||
| Result from investment in entities mesuared at fair value | ( | ) | ( | ) | ||||||||
| Material and spare parts impairment | ||||||||||||
| Movements in provisions and long-term employee benefit plan expense | ||||||||||||
| Biological assets revaluation | ( | ) | ( | ) | ||||||||
| Foreign exchange difference for trade receivables | ( | ) | ( | ) | ( | ) | ||||||
| Net effect CAMMESA agreement - Resolution SE No 58/2024 and 66/2024 | ||||||||||||
| Results on net monetary position | ( | ) | ( | ) | ||||||||
| Working capital adjustments: | ||||||||||||
| Decrease in trade and other receivables | ||||||||||||
| Decrease (Increase) in other non-financial assets, inventories and biological assets | ( | ) | ||||||||||
| Decrease in trade and other payables, other non-financial liabilities and liabilities from employee benefits | ( | ) | ( | ) | ( | ) | ||||||
| Interest received from customers | ||||||||||||
| Income tax paid | ( | ) | ( | ) | ( | ) | ||||||
| Tax interest paid | ( | ) | ( | ) | ( | ) | ||||||
| Insurance recovery collected | ||||||||||||
| Net cash flows provided by operating activities | ||||||||||||
| Investing activities | ||||||||||||
| Purchase of property, plant and equipment and materials (1) | ( | ) | ( | ) | ( | ) | ||||||
| Dividends collected | ||||||||||||
| Sale of property, plant and equipment | ||||||||||||
| Acquisition of associates (1) | ( | ) | ( | ) | ||||||||
| Acquisition of other financial assets, net (1) | ( | ) | ( | ) | ( | ) | ||||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Financing activities | ||||||||||||
| Bank and investment accounts overdrafts received | ||||||||||||
| Bank and investment accounts overdrafts paid | ( | ) | ( | ) | ( | ) | ||||||
| Loans and other financial debts received (1) | ||||||||||||
| Loans and other financial debts paid (1) | ( | ) | ( | ) | ( | ) | ||||||
| Corporate bonds repurchase payment | ( | ) | ||||||||||
| Direct financing and loans refinancing costs paid | ( | ) | ( | ) | ( | ) | ||||||
| Interest and other financial costs paid | ( | ) | ||||||||||
| Bank fees and expenses paid | ( | ) | ( | ) | ( | ) | ||||||
| Dividends paid (1) | ( | ) | ( | ) | ( | ) | ||||||
| Contribution of non-controlling interests | ||||||||||||
| Net cash flows used in financing activities | ( | ) | ( | ) | ( | ) | ||||||
| Increase (Decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Exchange difference and other financial results | ( | ) | ||||||||||
| RECPAM generated by cash and cash equivalents | ( | ) | ( | ) | ( | ) | ||||||
| Cash and cash equivalents as of January 1 | ||||||||||||
| Cash and cash equivalents as of December 31 | ||||||||||||
| (1) |
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Acquisition of PP&E pending payment and through pre-financing | ||||||||||||
| Incorporation of PP&E, financial assets, and financial debts through the acquisition of companies | ||||||||||||
| Agreement with CAMMESA - Resolutions SE N° 58/2024 and 66/2024 (Note 1.2.p) | ||||||||||||
| Acquisition of financial assets through the TRUST | ||||||||||||
| Acquisition of investment in associate | ||||||||||||
| Payment of dividends through securities | ||||||||||||
| Cancellation of financial debts through the TRUST - Capital | ||||||||||||
| Cancellation of financial debts through the TRUST - Interest | ||||||||||||
| Disbursements received through pre-financing | ||||||||||||
| Fees to secure financing | ||||||||||||
| Spin-off of the ECOGAS Group | ||||||||||||
| Redemption of minority shareholder’s shares (See Note 18) | ||||||||||||
| F-8 |
| Table of Contents |
CENTRAL PUERTO S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Corporate information and main business |
Central Puerto S.A. (hereinafter the “Company”, or “CPSA”) and the companies that make up the business group (hereinafter the “Group”) form an integrated group of companies related to the energy sector. The Group is mainly engaged in the generation of electric power.
CPSA was incorporated pursuant to Executive Order No. 122/92 issued by the National Executive Branch, in accordance with Law No. 24,065, which declared the generation, transmission, distribution, and commercialization of electricity subject to full privatization.
On April 1, 1992, the Awardee Consortium took possession of Central Puerto S.A., thereby initiating the operations of the new company.
Our shares are listed on the BYMA (“Bolsas y Mercados Argentinos”), and, since February 2, 2018, they have been listed on the NYSE (“New York Stock Exchange”), both under the symbol “CEPU”.
In order to carry out its electric power generation activity, the Group owns the following assets:
| – | Our Puerto complex is composed of two facilities, Central Nuevo Puerto (“Nuevo Puerto”) and Central Puerto Nuevo (“Puerto Nuevo”), located in the port of the City of Buenos Aires. Our Puerto complex’s facilities include steam turbine plants and a combined cycle plant and have a current installed capacity of 1,747 MW. |
| – | Our Luján de Cuyo plants are located in Luján de Cuyo, Province of Mendoza and have an installed capacity of 576 MW and a steam generating capacity of 125 tons per hour. |
| – | The Group also owns the concession right of the Piedra del Águila hydroelectric power plant located on the Limay River in Neuquén province. Piedra del Águila has four 360 MW generating units. See note 1.2.5 |
| – | The thermal station Brigadier López located in Sauce Viejo, Province of Santa Fe, with an installed power of 421 MW. |
| – | The thermal cogeneration plant Terminal 6 - San Lorenzo located in Puerto General San Martín, Santa Fe Province, with an installed power of 391 MW and 340 tn/h of steam production. |
| – | The thermal station Costanera located in the City of Buenos Aires consists of a thermal generation plant composed of four turbo-steam units with an installed power capacity of 661 MW and two combined cycle plants with an installed power capacity of 1,128 MW. |
| – | Generation plants using renewable energy sources with a total installed capacity of 568.8 MW of commercially available installed capacity from renewable energy sources, distributed as follows: (i) wind farm La Castellana 100.8 MW; (ii) wind farm La Castellana II 15.2 MW; (iii) wind farm La Genoveva 88.2 MW; (iv) wind farm La Genoveva II 41.8 MW; (v) wind farm Achiras 48 MW; (vi) wind farm Los Olivos 22.8 MW, (vii) wind farm Manque 57 MW, (viii) solar farm Guañizuil II A 100 MW, (ix) solar farm Cafayate 80 MW (See Note 20.8); and (x) solar farm San Carlos 15 MW. |
| – | Equity interests in the company’s Termoeléctrica José de San Martín S.A. (“TJSM”) and Termoeléctrica Manuel Belgrano S.A. (“TMB”). Those entities operate the two thermal generation plants with an installed capacity of 865 MW and 873 MW, respectively. Additionally, through its subsidiary Central Vuelta de Obligado S.A. (“CVOSA”) the Group is engaged in the operation of the thermal plant Central Vuelta de Obligado, with an installed capacity of 816 MW. |
| F-9 |
| Table of Contents |
CENTRAL PUERTO S.A. |
On July 19, 2018, the National Gas Regulatory Authority (Enargas) registered the Company in the Enargas Registry of Traders and Trading Agreements. Later, on March 22, 2024, the controlled company Puerto Energía S.A.U. was also registered as a natural gas trader in said registry, and on September 20, 2024, it was authorized to join the Wholesale Electricity Market (“MEM”) as a Commercial Participant.
Through Proener S.A.U., a company fully controlled by CPSA, the Group participates in the forestry sector since Proener S.A.U. is the parent company of: a) Forestal Argentina S.A., which owns approximately 141,000 hectares in the provinces of Entre Ríos and Corrientes, of which approximately 67,000 hectares are planted with eucalyptus and pine, out of a total plantable area of approximately 77,500 hectares; and b) Loma Alta Forestal S.A., which owns approximately 19,400 hectares in the province of Corrientes, of which approximately 10,400 hectares are planted with pine.
Also, the Group has begun to participate in the mining sector through an interest in the Diablillos silver and gold mining project located in northwestern Argentina and an interest in the Tres Cruces lithium mining project located in the province of Catamarca. (See Notes 20.5 and 20.6).
Lastly, the Group was linked to the natural gas distribution sector in the Cuyo and Central regions of Argentina through its equity investments in the associate companies belonging to the ECOGAS Group. (See Note 3)
| 1.1. | Overview of Argentine Electricity Market |
Transactions among different participants in the electricity industry take place through the Wholesale Electricity Market (“WEM”) which is a market in which generators, distributors and certain large users of electricity buy and sell electricity at prices determined by supply and demand (“Term Market”) and also, where prices are established on an hourly basis based on the economic production cost, represented by the short-term marginal cost measured in the interconnected system (“Spot Market”). CAMMESA (Compañía Administradora del Mercado Mayorista Eléctrico Sociedad Anónima) is a quasi-governmental organization that was established to administer the WEM and functions as a clearing house for the different market participants operating in the WEM. Its main functions include the operation of the WEM, the dispatch of generation and the calculation of prices in the Spot Market, the real-time operation of the electricity system and the administration of commercial transactions in the electricity market.
After the Argentine economic crisis in 2001 and 2002 and the end of the Convertibility Law, the costs of generators increased as a result of the Argentine peso devaluation. In addition, the price of fuel used for generation also increased. The increasing generation costs combined with the freezing of rates for the final user decided at that time by the National Government led to a permanent deficit in CAMMESA’s accounts, which faced difficulties in paying generators for energy purchases. Due to this structural deficit, the Secretariat of Energy issued a series of regulations to keep the electricity market operating despite the deficit.
| 1.2. | Amendments to WEM regulations |
| a) | Resolution SE No. 406/03 and other regulations related to WEM generators’ receivables |
Resolution 406/03, issued in September 2003, enforced priority payments of generators’ balances. Under the priority payment plan, generators only collected the declared variable generation costs and payments for power capacity. As a result of the deficit in the Stabilization Fund, the remaining balance of sales in the Spot Market (i.e., variable margins) constituted a receivable of generators with CAMMESA, acting on behalf of the WEM, with no fixed due date. Resolution 406/03 established that such unpaid balances were to be considered sale settlements without a fixed due date, or “LVFVD receivables”, using the Spanish acronym. Although these obligations did not have a specified due date, the Resolution provided that they would earn interest at a rate equivalent to the one received by CAMMESA on its own cash investments, hereafter referred to as the “CAMMESA rate”.
As a result of this regulation, a portion of the sale settlements issued by the Company’s plants were not collected beginning in 2004.
| F-10 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Between 2004 and 2007, the former Secretariat of Energy (“SE”) issued a series of resolutions aimed at increasing thermal generation capacity while at the same time providing a mechanism for generators to collect their LVFVD receivables. These resolutions created funds called the “FONINVEMEM” which were administered by trusts for the purpose of making investments in two thermal generation plants within Argentina. All WEM creditor agents with LVFVD (including the Company) were invited to state formally their decision to participate in forming the FONINVEMEM. The Company, like most LVFVD generators, stated its decision to participate in the creation of the FONINVEMEM with the abovementioned receivables.
Within this framework, generators created the companies Termoeléctrica José de San Martín S.A. (“TSM”) and Termoeléctrica Manuel Belgrano S.A. (“TMB”), which were engaged in managing the purchase of equipment, and the building, operating and maintaining of each new power plant.
Under these Resolutions, the trusts Central Termoeléctrica Timbúes ("FCTT") and Central Termoeléctrica Manuel Belgrano ("FCTMB") were the owners of the Central Termoeléctrica San Martin and Central Termoeléctrica Belgrano plants during the first ten years of operations. The Trusts were aimed at administering, each of them, 50% of the resources accrued under FONINVEMEM and other funds for the purpose of financing the power stations. Under these agreements, CAMMESA acted as Settlor (Trustor), Banco de Inversión y Comercio Exterior (“BICE”) as Trustee, the Secretariat of Energy as regulatory authority and TSM and TMB as Trust Beneficiaries and the Company, with the remaining shareholders of TSM and TMB, as guarantors of the obligations of the latter.
The trust agreements were to remain in force until the termination date of the supply agreement entered into by the Trustee, on behalf of the Trust, with CAMMESA as the purchasing party, which had a term of ten years from the date of the commercial authorization of the power stations. Upon the termination of that term, the trust assets were to be transferred to TSM and TMB provided that, prior to such transference, TSM and TMB and their shareholders had performed all the corporate acts necessary to allow private contributors and/or the Argentine Government to receive their corresponding shares in the capital of the power stations pursuant to the terms of the agreement. If this condition was not met, holders of participation certificates (Argentine Government) and the generators who are the current shareholders of TSM and TMB shall be deemed trust beneficiaries.
The FONINVEMEM agreements established
that the receivables mentioned above were to be paid by CAMMESA in 120 equal, consecutive monthly installments commencing on the commercial
operation date of the plants. Additionally, these agreements established that the receivables would be repaid denominated in U.S. dollars,
Once the Manuel Belgrano and San Martín plants were commercially authorized (on January 7, 2010, and February 2, 2010, respectively), CAMMESA began making payments to settle the LVFVD receivables. In May 2010, CAMMESA informed the Company of the total amount of the LVFVD receivables denominated in Argentine pesos, including accrued interest calculated at the WEM placement rate, which was added to the principal to be repaid under the mechanism described above, as well as their equivalent amount in U.S. dollars. In this regard, the Company recognized the accumulated interest corresponding to the WEM placement rate on its unpaid LVFVD receivables. Additionally, the Company began recognizing accrued LIBOR interest income as mentioned in the preceding paragraphs, together with the effect of foreign exchange differences on its U.S. dollar-denominated receivables. Since the commercial authorization of the plants in 2010, CAMMESA has made all principal and interest payments in accordance with the contractual agreements.
On January 7, 2020, the supply agreement with TMB was terminated and on February 2, 2020, the supply agreement with TSM expired; therefore, the accruals related to the final installment of the 120 installments
established in the agreement for each power station ceased. As a result, the reimbursement for the LVFVD receivables was deemed complete.
Additionally, in 2010 the Company approved a new agreement with the former Secretariat of Energy (Central Vuelta Obligado, the “CVO agreement”). This agreement established, among other things, a framework to determine a mechanism to settle LVFVD receivables as per Resolution No. 406/03 accrued over the 2008 - 2011 period by the generators (“CVO receivables”) and to enable the construction of a thermal combined cycle plant named Central Vuelta de Obligado. The CVO agreement established that the CVO receivables were to be paid by CAMMESA in 120 equal and consecutive monthly installments. For the determination of the novation of CVO credits, the following mechanism was applied: the cumulative LVFVD were converted to USD at the exchange rate established in the agreement (ARS 3.97 per USD for the cumulative LVFVD until the execution date of the CVO Agreement and the closing exchange rate corresponding to each month for the LVFVD subsequently accumulated), and the LIBOR rate was applied plus a 5% margin.
| F-11 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Effective March 20, 2018, CAMMESA granted the commercial authorization for a combined cycle of Central Vuelta de Obligado thermal power plant (the “Commercial Approval”). The financial impact of the Commercial Approval is described in Note 13.1.
Under the agreement mentioned above, generators created the company Central Vuelta de Obligado S.A., which was responsible for managing the purchase of equipment and the construction and operation and maintenance of the Central Vuelta de Obligado thermal power plant.
TSM and TMB
After termination of the supply agreements with TSM and TMB dated February 2, 2020, and January 7, 2020, respectively, the term of the trust agreements also ended (under which the trustee of each agreement held title to each of the power plants operated by TSM and TMB). As from those dates, a 90-day period commenced in which TSM and TMB and their shareholders had to perform all the corporate acts necessary to allow the Argentine Government to receive the corresponding shares in the capital of TSM and TMB that their contributions gave them rights to.
On January 3, 2020, i.e. before the aforementioned 90-day period commenced, the Argentine Government (through the Ministry of Productive Development) served notice to the Company (together with TSM, TMB and their other shareholders and BICE, as trustee of both trusts, among others) stating that, according to the Final Agreement for the Re-adaptation of WEM, TSM and TMB shall perform the necessary acts to incorporate the Argentine Government as shareholder of both companies, acknowledging equity interests of 65.006% in TMB and 68.826% in TSM.
On January 9, 2020, the Company, together with the other generation shareholders of TSM and TMB, challenged such action, on the understanding that the equity interest the Government claimed does not correspond to the contributions made for the construction of the power stations and that gave it the right to claim such equity interest.
On March 4, 2020, the Company was notified of two notes sent by the Minister of Productive Development, responding to the note sent by the Company on January 9, 2020, referred to above, ratifying the terms of the note notified to the Company on January 3, 2020. In March 2020, the Company filed a motion for reconsideration, with a hierarchical appeal in subsidiarity, against the actions taken by the Argentine Government as described above.
On May 4 and May 8, 2020, the Company participated in the Extraordinary Shareholders’ Meetings of TMB and TSM, respectively, at which the entry of the Argentine Government as a shareholder of TSM and TMB was allowed, with the equity interests determined by the Argentine Government. This was done solely for the purpose of complying with the suspensive condition established in the respective Trust Agreements, which provided that, in order for the trust assets — including, among others, the power plants — to be transferred to TSM and TMB as beneficiaries of the trusts within a 90-day period from the termination of the supply agreements, such companies and their shareholders (including the Company) were required to allow the Argentine Government to enter the share capital of TSM and TMB, receiving the number of shares representing the contributions made by the Argentine Government for the construction of the plants and entitling it to claim such participation.
In both cases, when the mentioned Shareholders’ Meetings were held, through which the Argentine Government was allowed to become shareholder of TMB and TSM due to its interest claim, the Company made the corresponding reservation of rights in order to continue the abovementioned claims already commenced.
| F-12 |
| Table of Contents |
CENTRAL PUERTO S.A. |
On November 19, 2020, BICE (in its capacity as trustee of both trust agreements) had the condition precedent established in the Trust Agreements fulfilled since the necessary corporate acts for the Argentine Government to be allowed as shareholder of TSM and TMB were performed. Finally, on March 11, 2021, the Argentine Government subscribed its shares in TSM and TMB. In this way, the Group´s equity interest in TSM and TMB changed from 30.8752% to 9.6269% and from 30.9464% to 10.8312%, respectively. As of the date of these financial statements, the transfer of the power plants has not been made to TSM and TMB.
On the other hand, the Company, together
with the other shareholders of TSM and TMB (as guarantors within the framework and the limits stated by the Final Agreement for the Re-adaptation
of the WEM, SE Note No. 1368/05 and the trust agreements), BICE, TSM, TMB and SE signed:
a) on January 7, 2020 an amending addendum to the Operation and Maintenance Agreement (“OMA”) of the Manuel Belgrano Thermal
Power Plant and
b) on January 9, 2020 an amending addendum to the Operation and Maintenance Agreement (“OMA”) of the San Martín Thermal
Power Plant,
which extended the operating period until the effective transfer of the trust’s liquidation equity.
The values recorded in these financial statements for the investments in TMB and TSM are included in non-current assets under other financial assets.
| b) | Resolution No. 95/2013, Resolution No. 529/2014, Resolution No. 482/2015 and Resolution No. 22/2016 |
On March 26, 2013, the former Secretariat of Energy published in the Argentine Official Gazette Resolution No. 95/2013 (“Resolution 95”), which affected the remuneration of generators whose sales prices had been frozen since 2003. This new regulation, which modified the regulatory framework and was applicable to generators with certain exceptions, defined a new compensation system based on compensating for fixed costs, variable costs and an additional remuneration. Resolution 95 converted the Argentine electric market into an “average cost” compensation scheme. Resolution 95 applied to all the Company’s plants, excluding the La Plata plant, which sold energy in excess of YPF’s demand on the Spot market pursuant to the framework in place prior to Resolution 95.
In addition, Resolution 95 established that LVFVD issued by CAMMESA through the application of Resolution 406 that were not committed to the execution of investment and/or maintenance works of existing equipment, should be allocated to the integration of the trust funds in the aforementioned trust.
Thermal units had to achieve an availability target which varied by technology in order to receive the full amount of fixed cost remuneration. The availability of the Group’s plants exceeds the market average. As a result of Resolution 95, revenues from the sales of the Group’s thermal units increased, but the impact on the hydroelectric plant Piedra del Águila was dependent on hydrology. The new Resolution also established that all fuels, except coal, would be provided by CAMMESA.
This resolution also established that part of the additional remuneration would not be collected in cash; LVFVD would be issued and allocated to new infrastructure projects in the energy sector, which required approval by the former Secretariat of Energy.
Finally, Resolution 95 temporarily suspended (i) the inclusion of new contracts in the Term market and provided that, once the contracts existing at the time of issuance of the Resolution expired, Large Users of the WEM would be required to purchase their electricity demand from CAMMESA, under the conditions established by the former Secretariat of Energy for such purpose, and (ii) the acquisition of fuel by generation agents, centralizing through CAMMESA all fuel purchases for the generation of electric power.
| F-13 |
| Table of Contents |
CENTRAL PUERTO S.A. |
On May 23, 2014, Resolution SE No. 529/2014 was published in the Argentine Official Gazette (“Resolution 529”) and was to be applied starting from February 2014 transactions. Resolution 529 modified Resolution 95 by increasing the amounts that remunerate fixed costs, variable costs and additional remuneration of the covered generators of the WEM of the conventional thermal type or national hydro type. Resolution 529 included a new “Remuneration of Non-Recurrent Maintenance” scheme for the covered generators. This new remuneration was determined monthly and its calculation was made based on the total generated energy. Regarding this aspect, CAMMESA was instructed to issue LVFVD for the financing of major maintenance activities, subject to the approval of the former SE.
On July 17, 2015, the former Secretariat of Energy (“SE”) set forth Resolution No. 482/2015 (“Resolution 482”), modifying Resolution 529, which became effective as from the economic transactions of February 2015. The values set forth by Resolution 529 were adjusted. Additionally, Resolution 482 created a new trust called “Recursos para las inversiones del FONINVEMEM 2015-2018” in order to invest in a new generation plant.
Finally, on March 30, 2016, through Resolution No. 22/2016 (“Resolution 22”), the values set by Resolution 482 were updated to become effective starting from the transactions of February 2016.
| c) | Resolution No. 19/2017 |
On February 2, 2017, the Secretariat of Electric Energy (“SEE”) published Resolution SEE No. 19/17 (Resolution 19), which changed the remuneration methodology applicable to electric power generators for transactions operated since February 1, 2017, previously covered by Resolution 95 and its amendments (see section b) of this note).
Resolution 19 substantially amended the tariff scheme applicable, which was previously governed by Resolution 22. Among its most significant provisions, such resolution established: (a) that generators would receive remuneration for the energy generated and for the availability of capacity, (b) gradual increases in tariffs effective as of February, May and November 2017, (c) that the new tariffs would be denominated in U.S. dollars, instead of Argentine pesos, thus protecting generators companies from potential devaluations in the value of the Argentine peso and (d) that 100% of energy sales would be collected in cash, which eliminated the issuance of new LVFVD.
Pursuant to Resolution 19, the Secretariat of Electric Energy established that electricity generators, cogenerators and self-generators acting as agents in the WEM and operating conventional thermal power plants were required to submit Guaranteed Availability Offers (“DIGO”) in the WEM. Under these offers, generators could commit a specific amount of capacity and generated electric energy, provided that such capacity and energy had not been committed under other agreements. The DIGO were required to be accepted by CAMMESA (acting on behalf of the electricity demand agents of the WEM), which would act as purchaser of the energy under the DIGO. The term of the DIGO was three years, and their general terms and conditions were established under Resolution 19.
Resolution 19 also established that WEM agents that operate hydroelectric power plants would be remunerated for the energy and capacity of their generation units in accordance with the values set forth in such resolution.
| d) | SGE (Secretaría de Gobierno de Energía) Resolution No. 70/2018 and Ministry of Productive Development Resolution No. 12/2019 |
On November 6, 2018, Resolution No. 70/2018 of the SGE was published, which replaced Article 8 of Resolution No. 95/2013 issued by the former Secretariat of Energy (“SE”). The new article empowered MEM Generators, Self-Generators and Cogenerators to procure their own fuel. This did not alter the commitments assumed by Generation Agents within the framework of MEM supply agreements with CAMMESA. It was established that generation costs using own fuel would be valued in accordance with the recognition mechanism of Average Variable Costs (“CVP”) recognized by CAMMESA. The Resolution also established that, for those Generators that did not procure their own fuel, CAMMESA would continue with the commercial management and dispatch of fuels.
| F-14 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Regarding this matter, under Resolution No. 12/2019 of the Ministry of Productive Development (published in the Official Gazette on December 30, 2019), fuel purchases for the generation of electric power were once again centralized through CAMMESA, thereby repealing Resolution No. 70/2018 of the former SGE and reinstating the provisions set forth in Article 8 of Resolution No. 95/2013 of the former SE and in Article 4 of Resolution No. 529/2014 of the former SE.
| e) | Resolution of the Secretariat of Renewable Resources and Electricity Market no. 1/2019 |
On March 1, 2019**, Resolution No. 1/2019 (“Resolution 1”) of the Secretariat of Renewable Resources and Electricity Market was published in the Official Gazette**, by virtue of which Resolution 19 was repealed, and new remuneration values for energy, power and associated services were established for the affected generators, as well as the related application methodology, effective as from the date of publication in the Official Gazette.
According to Resolution 1, the approved remuneration system would be of a temporary nature, and would apply until regulatory mechanisms aimed at achieving an autonomous, competitive and sustainable operation are defined and gradually implemented, allowing free contracting between supply and demand, and a technical, economic and operational functioning enabling the integration of different generation technologies to ensure a reliable, minimum-cost system.
The following were the main changes introduced by Resolution 1 with respect to Resolution 19:
Energy Sale:
| – | The price of energy generated by thermal power plants was reduced, being set at 4 USD/MWh for energy generated with natural gas and 7 USD/MWh for energy generated with liquid fuel. |
| – | The price of energy dispatched by thermal power plants was reduced, being set at 1.4 USD/MWh for energy dispatched with any type of fuel. |
| – | The price of energy generated from non-conventional energy sources (renewable energy) was set at 28 USD/MWh. |
Power Sale:
| – | The DIGO price (established by Resolution 19) changed from 7,000 USD/MW-month during the twelve months of the year to 7,000 USD/MW-month during the six months of highest seasonal electricity demand (December, January, February, June, July and August) and 5,500 USD/MW-month during the remaining six months of the year (March, April, May, September, October and November). |
| – | Certain minimum values of offered availability were reduced, compliance with which was a condition for the prices indicated above. |
| – | A weighting factor applicable to the above-mentioned prices was established, ranging between 1 and 0.7 depending on the utilization factor of the twelve months prior to each transaction month. |
| f) | Resolution No. 31/2020 of the Secretariat of Energy |
On February 27, 2020, the Secretariat of Energy published in the Official Gazette Resolution No. 31 (“Resolution 31”), which established the criteria for the calculation of the economic transactions of energy and power marketed by generators in the spot market, effective as from February 1, 2020.
| F-15 |
| Table of Contents |
CENTRAL PUERTO S.A. |
This new regulation, unlike the provisions set forth in Resolution 1, established that all prices for the remuneration of energy and power would be denominated in Argentine pesos, and that such prices would be adjusted on a monthly basis through a formula based on the evolution of the Consumer Price Index (“IPC”) and the Domestic Wholesale Price Index (“IPIM”). The new power prices were, in general, reduced compared to those in force until January 2020, and energy prices remained equivalent, but expressed in Argentine pesos instead of U.S. dollars. Finally, this regulation introduced a new remuneration component applicable to the energy generated during the first 50 hours of maximum thermal requirement of the month (“MTR”), which are determined based on the hourly aggregation of total thermal generation of the system, establishing different remuneration prices depending on the season of the year, and on the energy delivered during the first and second 25 hours of MTR.
On April 8, 2020, the Company learned that the Secretariat of Energy instructed CAMMESA to postpone until further notice the application of the price update mechanism described in the preceding paragraph of this note. Accordingly, as from the sales settlement corresponding to March 2020, CAMMESA ceased to apply such mechanism.
| g) | Secretariat of Energy Resolution No. 440/2021 |
Through Resolution No. 440 (“Resolution 440”), published in the Official Gazette on May 21, 2021, the Secretariat of Energy established a new remuneration scheme for MEM generation agents. In this regard, Annexes II, III, IV and V of Resolution 31 were replaced, and Article 2 of Resolution 31, which established an automatic remuneration update mechanism, was repealed. In general terms, Resolution 440 updated the remuneration values applicable to generation agents by 29% compared to Resolution 31.
It was established that, for the application of the provisions set forth in Resolution 440 (including, among other matters, the collection of the new values as from February 2021 transactions), each MEM generation agent was required to submit to CAMMESA a written statement, fully and unconditionally, to CAMMESA’s satisfaction, waiving any administrative claim or ongoing judicial proceeding, as well as renouncing the right to file any administrative and/or judicial claim against the National Government, the Secretariat of Energy and/or CAMMESA, related to Article 2 of Resolution 31. On June 17, 2021, the Company submitted the requested waiver notice.
In addition, on November 9, 2021, the Secretariat of Energy established that in order to determine the Power Availability Remuneration of thermal generators under Resolution 440, a constant Utilization Factor equal to 70% must be considered.
| h) | Secretariat of Energy Resolution No. 354/2020 |
This resolution established, among other matters, that as from the entry into force of the “GasAr” Plan (Plan Gas 4), MEM Generators may adhere to centralized dispatch, assigning to CAMMESA the contracts entered into with natural gas producers or transporters, so that such contracts may be used by the Market Administrator / Dispatch Entity (OED, for its Spanish acronym) in accordance with dispatch criteria.
In addition, this resolution established that generation agents that had own-fuel supply obligations under Resolution No. 287/2017 would have the option to waive such obligations and the related recognition of associated costs, and were required to maintain the corresponding transport capacity for purposes of its management under centralized dispatch, provided that CAMMESA determines the convenience of retaining such capacity.
| i) | Secretariat of Energy Resolution No. 238/2022 |
On April 21, 2022, Resolution No. 238/2022 (“Resolution 238”) of the Secretariat of Energy was published in the Official Gazette, through which the remuneration values for power and energy corresponding to generation not committed under contracts were updated. Under this resolution, Annexes I to V of Secretariat of Energy Resolution No. 440/2021 were replaced, and Article 4 of Secretariat of Energy Resolution No. 1037/2021, which granted an additional and temporary recognition to generators’ remuneration, was repealed. Additionally, the application of the Use Factor in the calculation of power availability remuneration was eliminated, which had a positive impact on such remuneration.
| F-16 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Resolution 238 updated the remuneration values applicable to generation agents by 30% as from February 2022, and by an additional 10% as from June 2022, with respect to the updated values.
| j) | Secretariat of Energy Resolution No. 826/2022 |
On December 14, 2022, Resolution No. 826/2022 (“Resolution 826”) of the Secretariat of Energy was published in the Official Gazette, through which the remuneration values for power and energy corresponding to generation not committed under contracts were updated. Under this resolution, Annexes I to V of Resolution 238 were replaced, and a retroactive increase of 20% effective as from September 1, 2022, was established, as well as successive increases of 10% as from December 1, 2022, 25% as from February 1, 2023, and 28% as from August 1, 2023.
| k) | Secretariat of Energy Resolution No. 59/2023 |
On February 7, 2023, Resolution No. 59/2023 (“Resolution 59”) was published in the Official Gazette, through which generators owning combined-cycle units were authorized to adhere to the Power Availability and Efficiency Improvement Agreement, with the purpose of encouraging the investments required for major and minor maintenance of the equipment.
Through this agreement, adhering generators undertake to achieve, at least, 85% of monthly average power availability, in exchange for
a new power and energy price composed, in part, of amounts denominated in U.S. dollars. In the case of power, an amount of USD 2,000 per-MW-month
was established, plus the amount in Argentine pesos corresponding to 85% and 65% of the power value established by Resolution 826 for
the spring/autumn and summer/winter periods, respectively. Additionally, the price for generated energy was set at USD 3.5 per MWh in
the case of gas use, and at USD 6.1 per MWh in the case of alternative fuel (gas oil) use.
On April 25, 2023, CAMMESA accepted the subscription to the Agreement submitted by CPSA for all the Group’s combined-cycle units, except for the unit known as Buenos Aires, belonging to Central Costanera S.A. Accordingly, as from the transactions of March 2023, an increase in the remuneration of such units for their sales in the spot market occurred, as described in the preceding paragraph.
In the case of the Buenos Aires combined-cycle unit, CAMMESA accepted the subscription to the Agreement on July 28, 2023 (with effect as from the transactions of July 2023), once it had been successfully processed before the Secretariat of Energy, which instructed CAMMESA, with respect to such thermal unit, as follows: (a) conversion to single-fuel operation, i.e., operation exclusively with natural gas, eliminating the possibility of diesel oil use; and (b) adjustment of installed capacity in line with the actual technical capability for electricity generation of the combined-cycle unit. During October 2023, corrective maintenance works on this unit were completed; therefore, the increases in remuneration for this unit applied as from the transactions of October 2023.
In order to adhere to the remuneration scheme established by Secretariat of Energy Resolution No. 400/2025, described in Note 1.2.v), in November 2025 the Group terminated the agreements entered into under Resolution 59.
| l) | Secretariat of Energy Resolution No. 750/2023 |
On September 6, 2023, Secretariat of Energy Resolution No. 750/2023 (“Resolution 750”) was published in the Official Gazette. Resolution 750 updated the amounts of remuneration for power and energy for the generation which is not committed in contracts. Thus, Annexes I to IV of Resolution 826 were replaced and a 23% increase as from September 1, 2023, was established.
| m) | Secretariat of Energy Resolution No. 869/2023 |
On October 30, 2023, Secretariat of Energy Resolution No. 869/2023 (“Resolution 869”) was published in the Official Gazette. Resolution 869 updated the amounts of remuneration for power and energy of the generation which is not committed in contracts. Thus, Annexes I to IV of Resolution 750 were replaced and a 28% increase as from November 1, 2023, was established.
| F-17 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| n) | Secretariat of Energy Resolution No. 9/2024, 99/2024, 193/2024, 233/2024, 285/2024 and 387/2024. Secretariat for the Coordination of Energy and Mining Resolution No. 20/2024 |
During 2024, the remuneration values for power and energy corresponding to generation not committed under contracts were periodically updated, in accordance with various resolutions issued by the Secretariat of Energy.
On February 8, 2024, Resolution No. 9/2024 of the Secretariat of Energy was published in the Official Gazette, through which the remuneration values were updated, replacing Annexes I to IV of Resolution No. 869/2023, and establishing an increase of 74% effective as from February 1, 2024.
Subsequently, through Secretariat of Energy Resolutions No. 99/2024, No. 193/2024, No. 233/2024, No. 285/2024, Secretariat for the Coordination of Energy and Mining Resolution No. 20/2024, and Secretariat of Energy Resolution No. 387/2024, the corresponding remuneration values were updated by 25% effective as from June 1, 2024, 3% effective as from August 1, 2024, 5% effective as from September 1, 2024, 2.7% effective as from October 1, 2024, 6% effective as from November 1, 2024, and 5% effective as from December 1, 2024, respectively.
| o) | Secretariat of Energy Resolution No 294/2024 |
On October 2, 2024, Resolution No. 294/2024 ("Resolution 294") issued by the Secretariat of Energy was published in the Official Gazette, which establishes a "Contingency and Forecast Plan for critical months of the 2024-2026 period", defining measures that cover generation supply, transmission and distribution of electricity.
For generation, an additional, complementary and exceptional remuneration was established, subject to a commitment to power availability for units that are not committed under contracts within the WEM or that have not adhered to Secretariat of Energy Resolution No. 59/2023.
By adhering to this regulation, generators assume a commitment to power availability per unit, during certain hours of the day characterized as critical, on business days of the summer months (December to March) and winter (June to August). Remuneration prices are defined in U.S. dollars, both for compliance with power availability (USD 2,000 per MW-month) and for the energy generated during the hours included in the evaluation periods indicated above, as detailed below:
| Technology | Natural Gas USD/MWh |
Fuel Oil USD/MWh |
Gas Oil USD/MWh |
Biofuels USD/MWh |
Coal USD/MWh | |||||
| GT | - | - | ||||||||
| ST | - | |||||||||
| Engines | - |
To determine the remuneration of each unit, the prices of power and energy will be adjusted by a criticality factor, which may vary between 0.75 and 1.25, depending on the nodes through which the units are connected to the transmission system.
The Group adhered to Resolution 294 with the steam turbine (ST) units located in Buenos Aires and Luján de Cuyo and the gas turbine (GT) units located in Luján de Cuyo and the Brigadier López thermal power plant.
| F-18 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| p) | Secretariat of Energy Resolution No 58/2024 and 66/2024 |
On May 8, 2024, Secretariat of Energy
Resolution No. 58/2024, as amended by Resolution No. 66/2024 (the “Resolution”), was published in the Official Gazette, whereby
an exceptional, temporary, and one-time payment regime was established for the outstanding balances of the MEM economic transactions
corresponding to December 2023, January 2024 and February 2024. Under said Resolution, (i) CAMMESA was instructed to prepare and determine
the amounts of the receivables arising from the aforementioned economic transactions with each of the MEM Creditor Agents, within five
business days as from the effective date of the Resolution; (ii) it was established that the lack of agreement regarding such amounts
entitled the Creditor Agents to pursue the corresponding judicial, administrative and/or extrajudicial remedies; and (iii) it was stipulated
that, once the amounts were determined and the corresponding individual agreements were executed, CAMMESA would settle the transactions
as follows:
a) the settlements corresponding to December 2023 and January 2024 would be paid ten business days after the date of the individual agreements,
through the delivery of AE38 USD bonds, with the nominal amounts of each bond calculated at the reference exchange rate (Communication
“A” 3500) in effect at the close of business on the date of the formal acceptance by the Creditor Agents; and
b) the settlement corresponding to February 2024 would be paid with the funds available in the bank accounts authorized at CAMMESA for
collections and with the funds available from transfers made by the National Government to the Unified Fund allocated to the Stabilization
Fund. The Group’s MEM economic transactions corresponding to December 2023, January 2024 and February 2024 amounted to
On May 23, 2024, the Group entered into
the agreements with CAMMESA pursuant to the provisions of the Resolution. As a result of the execution of such agreements, the Group recognized
a loss of
| q) | Secretariat of Energy Resolution No 21/2025 |
On January 28, 2025, Secretariat of Energy Resolution No. 21/2025 was published in the Official Gazette, establishing that new conventional electric power generation projects, commercially enabled as of January 1, 2025, may enter into supply contracts in the Term Market with Large Users and Distributors. Additionally, Resolution No. 354/2020 of the Secretariat of Energy was repealed, modifying some considerations of the GasAr Plan and the priorities for natural gas consumption in the Electricity Market. It was also established that as of March 1, 2025, generators selling their energy in the spot market may purchase their fuel, and it will be recognized by CAMMESA according to the variable production cost declared and recognized by the generator. The cost of unsupplied energy in the MEM was also set, with a maximum value of USD 1,500/MWh when it exceeds 10% of the system's demand. Finally, the Energía Plus scheme was repealed, with existing contracts remaining in force until their termination.
| r) | Secretariat of Energy Resolution No 67/2025 |
On February 17, 2025, Secretariat of Energy Resolution No. 67/2025 was published in the Official Gazette, authorizing the National and International Open Call "Almacenamiento AlmaGBA" to enter into storage generation contracts with MEM distributor agents Edenor and Edesur, with CAMMESA acting as guarantor of last resort, in accordance with the terms and conditions approved by this resolution.
This new energy storage system will cover short-term capacity requirements and provide fast-response reserve services, as evidenced by Battery Energy Storage Systems.
On July 15, 2025, the bids were submitted. The Group submitted a 150 MW project at the Nuevo Puerto power plant and a 55 MW project at the Costanera power plant. Both projects were awarded to the Group on September 1, 2025, while the respective contracts with Edenor and Edesur were executed on December 4, 2025 and November 25, 2025, respectively.
| F-19 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| s) | Provisions on Hydroelectric Power Plants |
As from July 11, 2023, through successive resolutions issued by the Secretariat of Energy (“SE”), the term to continue operating the Piedra del Águila Hydroelectric Power Plant, among other national hydroelectric power plants whose concession terms expired during 2023, was extended until December 31, 2025.
On August 12, 2024, PEN Decree No. 718/2024 was published in the Official Gazette, which established that the Secretariat of Energy would call for a National and International Public Tender in order to proceed with the sale of the equity interests of the companies created for each of the hydroelectric power plants of the Comahue region.
On August 20, 2025, Resolution No. 1200 of the Ministry of Economy was published, which initiated the sale of the equity interests of the following hydroelectric power plants: (i) Alicurá Hidroeléctrica Argentina S.A., (ii) El Chocón Hidroeléctrica Argentina S.A., (iii) Cerros Colorados Hidroeléctrica Argentina S.A. and (iv) Piedra del Águila Hidroeléctrica Argentina S.A. (“PDAHA”), and approved the terms and conditions of the tender process.
Within the framework of the tender process, the Ministry of Economy awarded 100% of the shares of PDAHA (the new concessionaire company of the Piedra del Águila Hydroelectric Complex) to CPSA as sole shareholder for a total consideration of USD 245 million. Such amount was paid by CPSA on January 5 and 6, 2026.
As a result thereof, and upon compliance with the requirements set forth in the tender process and in the share transfer agreement, on January 9, 2026: (a) the National Government transferred the shares of PDAHA to CPSA; (b) the National Government and PDAHA executed the Concession Agreement for the operation of the Piedra del Águila Hydroelectric Complex for a term of 30 years; and (c) PDAHA took possession of the concession.
The company is currently analyzing the terms of the related agreements to determined the accouting effect which will be recognized in 2026.
| t) | Secretariat of Energy Resolutions No. 603/2024, No. 27/2025, No. 113/2025, No. 143/2025, No. 177/2025, No. 227/2025, No. 280/2025, No. 331/2025, No. 356/2025 and No. 381/2025 |
Throughout 2025, the remuneration values for power and energy of generation not committed under contracts were updated on a monthly basis, in accordance with various resolutions issued by the Secretariat of Energy.
In this regard, on December 27, 2024,
Resolution SE No. 603/2024 was published in the Official Gazette, which updated the remuneration values by replacing Annexes I to V of
Resolution No. 387/2024 and establishing a 4% increase effective as of January 1, 2025. Subsequently, through Resolutions No. 27/2025,
No. 113/2025, No. 143/2025, No. 177/2025, No. 227/2025, No. 280/2025, No. 331/2025, No. 356/2025 and No. 381/2025 of
The increases established by Resolutions No. 143/2025, No. 177/2025, No. 227/2025, No. 356/2025 and No. 381/2025 were not applicable to certain hydroelectric plants, among which is included the Piedra del Águila hydroelectric plant.
| u) | Decree No. 450/2025 |
On July 7, 2025, Decree No. 450/2025 was published in the Official Gazette, through which the National Executive Branch approved adjustments and amendments to Electricity Laws No. 15,336 and No. 24,065, which constitute the Electricity Regulatory Framework, based on the delegation provided under the Bases Law (see Note 22).
| F-20 |
| Table of Contents |
CENTRAL PUERTO S.A. |
In this regard, the National Executive Branch emphasized that the delegation bases aim to recover the objective of reducing the intervention of the National Government in the pricing and contracting system, in order to provide greater freedom to private actors and provide greater legal certainty to ensure long-term supply. Additionally, the federal electricity regime is consolidated, preserving the supremacy of the national regulatory framework over local provisions, so as not to hinder the free circulation of electricity.
Accordingly, Decree No. 450/2025 established a 24-month transition period for the modification of regulations and complementary standards as necessary, during which the Secretariat of Energy was to undertake all necessary actions to ensure a gradual, orderly, and predictable transition toward the objectives established in Article 2 of Law No. 24,065 and the full implementation of said law and its regulations. Furthermore, it was established that during the transition period, the Secretariat of Energy would issue the necessary regulations for its implementation.
| v) | Secretariat of Energy Resolution No. 400/2025 |
On October 20, 2025, Resolution No. 400/2025 of the Energy Secretariat was published in the Official Gazette, through which the “Rules for the Normalization of MEM and its Progressive Adaptation” were approved, which implement the modifications to MEM regulations established by Decree No. 450/2025, with application as from November 1, 2025.
The central objective of these rules is to reformulate the MEM to establish a price system based on marginal costs, decentralize fuel management, and allow demand to contract its supply through the Term Market (Mercado a Término – MAT).
The Resolution No. 400/2025, among its main points, establishes the following:
| i. | Categories of demand for energy distributors, dividing them between demand that can contract its supply (GUDI) and demand that cannot contract (Residential and Non-Residential). The latter will be mainly supplied by Assigned Generation, as defined below. |
| ii. | Assigned Generation comprises generation units (i) with existing MEM supply contracts, (ii) hydroelectric plants under concession of the National Government, (iii) hydroelectric plants of binational entities, (iv) nuclear plants, and (v) energy imports carried out in a centralized manner by the OED. The remuneration of Assigned Generation will remain based on contract values and/or specific regulations issued by the Secretariat of Energy. Generation units not classified as Assigned Generation are considered Spot Generation and may participate in the energy and power remuneration scheme and the MAT scheme described in section (iv) below, except for thermal power plants in which ENARSA has a majority stake, and combined-cycle generation units with power availability commitments under the Agreement approved by Resolution SE No. 59/2023, which may terminate said agreement and formally adhere to this regime to participate therein. |
| iii. | New Generation is defined as all generation equipment whose commercial commissioning occurred on or after January 1, 2025. |
| iv. | A scheme of fuel management and energy and power remuneration for Spot Market generation is defined, according to the following terms: |
a. Fuel Management:
| - | Decentralization of fuel management (natural gas and alternative fuels) by generators. |
| - | Natural Gas (NG): While the Gas Plan remains in effect (until 2028), generators may access an “NG Agreement” administered centrally by CAMMESA/ENARSA. However, self-management of NG is allowed, while full fuel management becomes mandatory as of January 1, 2029. |
| F-21 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| - | Generators with self-managed fuel must freely declare their Variable Production Cost (CVP) within reference ranges to compete in dispatch and recover costs (including fuel). |
| - | Generators without self-managed fuel will apply reference costs and will not access the marginal rent scheme. Their power remuneration will gradually decrease until eliminated as of 2028, except when dispatched. |
b. Remuneration of Spot Generation:
| - | The remuneration seeks to value both the offered cost (CVP) and the marginal rent, incentivizing competition. |
| - | Remuneration Formula: |
Hourly Remuneration Price = CVP + Adapted Marginal Rent (RMA), where RMA = (Hourly Marginal Cost × Loss Factor – CVP) × Adapted Rent Factor (FRA).
The FRA is the percentage of the marginal rent that is remunerated; it gradually increases for existing thermal, hydroelectric, and renewable generation (i.e., prior to 2025) from 0.15 in 2025 to 0.35 in 2028, while for New Generation and those incorporating firm NG transport, the FRA equals 1 (full access to rent).
| - | Minimum Rent Levels: Minimum rent values expressed in USD per MWh are established for existing thermal, hydroelectric, and renewable generation. |
c. Remuneration of Power:
| - | Power Made Available (PPAD): Remunerated during Power Remuneration Hours (HRP, typically 90 hours per week) at a rate of USD 12 / MW made available per HRP hour (with multiplier factors depending on fuel type and season). |
| - | Base Reliability Reserve Service (SRC Base): Payment of USD 1,000 / MW per month for power available from existing thermal generation. |
| - | Additional Reliability Reserve Service (SRC Additional): Differential payment of USD 9,000 / MW per month for new hydrothermal generation or low-utilization storage at nodes required by the SADI. |
d. Demand Allocation and Prices:
| - | Distributor demand is divided and the price signal is redirected. |
| - | Seasonalized Demand of Distributors: Includes Residential demand (priority 1) and Non-Residential demand (priority 2) and will be supplied by Assigned Generation. Wholesale costs for this demand will reflect the average costs of the Assigned Generation. |
| - | Spot Demand (Large Users, Uncovered Demand): Prices will reflect system costs, with a gradual incorporation of the Hourly Marginal Cost. |
e. Term Market (MAT):
| - | The MAT for energy and power is promoted as the main contracting mechanism, with the objective of allowing demand (Distributors and Large Users) to freely contract their supply with generators, obtaining physical backing and price stability. |
| F-22 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| - | Existing thermal and hydro generation has limits on its capacity to contract with Large Users (maximum 20% of its monthly production) until January 1, 2030. |
| - | MAT Power: Allows demand parties to secure their power requirements during HRP through contracts, which will be deducted from their obligation to purchase power made available in the Spot market. |
| v. | Any new demand in the MEM that is directly connected to the High-Voltage Transmission System, and that represents a relative increase exceeding 0.5% of the average demand of the MEM, must accompany its request for access to the MEM and transmission capacity with the submission of a supply plan that ensures (i) at least 80% of new energy production; and (ii) sufficient physical power backing to cover up to 80% of its consumption. |
| 2. | Basis of preparation of the consolidated financial statements |
| 2.1. | Basis of preparation |
The consolidated financial statements of the Group have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
The attached financial statements have been prepared in order to be included in a Securities and Exchange Commission (“SEC”) filing and have been approved by the Company’s Board of Directors on April, 22, 2026.
These consolidated financial statements provide comparative information in respect of the previous years.
In preparing these consolidated financial statements, the Group applied the material accounting policies, estimates and assumptions described in Notes 2.2 and 2.3, respectively. Moreover, the Group has adopted the changes in accounting policies described in Note 2.4.
The Group’s consolidated financial statements are presented in Argentine pesos, which is the Group’s functional currency, and all values have been rounded to the nearest thousand (ARS 000), except when otherwise indicated.
2.1.1. Basis of consolidation
The consolidated financial statements as of December 31, 2025 and 2024 and for each of the years ended December 31, 2025, 2024 and 2023, include the financial statements of the Group formed by the parent company and its subsidiaries: Central Vuelta de Obligado S.A., Proener S.A.U., and its controlled companies, Vientos La Genoveva S.A.U., Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.), CP Achiras S.A.U., CP La Castellana S.A.U., CP Cordillera Solar S.A., CP Servicios Renovables S.A., Puerto Energía S.A.U. and PS Cafayate S.R.L.
Control is achieved when the investor is exposed or entitled to variable returns arising from its ownership interest in the investee and has the ability to affect such returns through its power over the investee. Specifically, the investor controls an investee, if and only if it has:
| – | Power over the investee (i.e. the investor has rights that entitle it to direct the relevant activities of the investee). |
| – | Exposure or right to variable returns arising from its ownership interest in the investee. |
| – | Ability to exercise its power over the investee to significantly affect its returns. |
| F-23 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Consolidation of a subsidiary begins when the parent company obtains control over the subsidiary and ends when the parent company loses control over the subsidiary. The assets, liabilities, income and expenses of a subsidiary acquired or sold during the fiscal year are included in the consolidated financial statements from the date on which the parent company acquired control of the subsidiary to the date on which the parent company ceased to control the subsidiary.
The result for the fiscal year and each component of the other comprehensive income (loss) are assigned to the owners of the parent company and non-controlling interests, even if the results of the non-controlling interests give rise to a debit balance. If necessary, appropriate adjustments are made to the subsidiaries’ financial statements so that their accounting policies are in accordance with the Group’s accounting policies. All assets and liabilities, equity, income, expenses and cash flows within the Group that relate to transactions among the members of the Group are completely eliminated in the consolidation process.
A change in ownership interest in a subsidiary, without loss of control, is accounted for as an equity transaction. If the Group loses control of a subsidiary, it cancels the carrying amount of the assets (including goodwill) and related liabilities, non-controlling interests and other equity components, while recognizing the profit or loss resulting from the transaction in the relevant income statement.
| 2.1.2. | Measuring unit |
The financial statements as at December 31, 2025, including the figures for the previous periods (this fact not affecting the decisions taken on the financial information for such periods) were restated to consider the changes in the general purchasing power of the functional currency of the Company (Argentine peso) pursuant to IAS 29. Consequently, the financial statements are stated in the current measurement unit at the end of the reported period.
In accordance with IAS 29, the restatement of the financial statements is necessary when the functional currency of an entity is the currency of a hyperinflationary economy. To define a hyperinflationary state, the IAS 29 provides a series of non-exclusive guidelines that consist on (i) analyzing the behavior of the population, prices, interest rates and wages before the evolution of price indexes and the loss of the currency’s purchasing power, and (ii) as a quantitative characteristic, which is the most considered condition in practice, verifying if the three-year cumulative inflation rate approaches or exceeds 100%.
Due to different macroeconomic factors, the triennial inflation in 2025 was higher than such figure, as the goals of the Argentine government, and other available projections, indicate that this trend will not revert in the short term.
So as to evaluate the mentioned quantitative condition and to restate the financial statements, the Argentine Securities Commission established that the series of indexes to be used in the IAS 29 application is the one established by the Argentine Federation of Professional Councils in Economic Sciences.
Considering the before mentioned index, the inflation was 31,5%, 117,8% and 211,4% for the years ended December 31, 2025, 2024 and 2023, respectively.
The following is a summary of the effects of the IAS 29 application:
| F-24 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Restatement of the Balance Sheet
| (i) | The monetary items (those with a fixed face value in local currency) are not restated since they are stated in the current measurement unit at the closing date of the reported period. In an inflationary period, keeping monetary assets causes the loss of purchasing power, and keeping monetary liabilities causes gain in purchasing power as long as those items are not tied to an adjustment mechanism compensating those effects. The monetary loss or gain is included in the income (loss) for the reported period. |
| (ii) | The assets and liabilities subject to changes established in specific agreements are adjusted in accordance with those agreements. |
| (iii) | Non-monetary items measured at their fair values at the end of the reported period are not restated to be included in the balance sheet; however, the adjustment process must be completed to determine the income (loss) produced for having those non-monetary items in the terms of a uniform measurement unit. |
As at December 31, 2025, and 2024, the Company counted with the following items measured with the current value method: biological assets the share kept in foreign currency of the items Trade and other receivables, Cash and cash equivalents, Other financial assets, Loans and borrowings and Trade and other payables.
| (iv) | Non-monetary items at historical cost or at fair value of a date previous to the end of the reported period are restated at rates reflecting the variation occurred at the general level of prices from the acquisition or revaluation date until the end of the reported period; then the amounts restated for those assets are compared with the corresponding recoverable values. Charges to the income (loss) for the period due to property, plant and equipment depreciation and intangible assets amortization, as well as other non- monetary assets consumption are determined in accordance with the new restated amounts. |
As of December 31, 2025, and 2024, the items subject to this restatement process were the following:
| – | Non-monetary items measured at fair value of a date previous to the end of the reported period: certain machines, equipment, turbogroups and auxiliary equipment of the Property, Plant and Equipment item, which were measured at their fair value as at January 1, 2011 (transition date to IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB)) and Property, Plant and Equipment items acquired in business combinations which were measured at fair value at acquisition date. |
| – | Non-monetary items at historical cost: the remaining items of Property, Plant and Equipment, Intangible assets, Investment in associates, Inventories and Deferred income tax liabilities and assets. |
| (v) | When borrowing costs in non-monetary assets are capitalized in accordance with IAS 23, the share of that cost compensating the creditor for the effects of inflation is not capitalized. |
The Company proceeded to the capitalization of borrowing costs as stated in Note 2.2.6.
| (vi) | The restatement of the non-monetary assets in the terms of a current measurement unit at the end of the reported period without an equivalent adjustment for tax purposes leads to a temporary taxable difference and to the recognition of a deferred-tax liability whose balancing entry is recognized in the income (loss) for the period. In Note 8 the effects of this process are detailed. |
| F-25 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Restatement of the statement of income (loss) and other comprehensive income
| (i) | The expenses and income are restated as from the date of accountable entry, including interest and currency exchange differences, except for those items not reflecting or including in their determination the consumption of assets measured in currency of purchasing power previous to the consumption entry, which are restated taking into account the origin date of the asset related to the item (for example, depreciation, devaluation and other consumptions of assets valued at historical cost); and except for income (loss) emerging from comparing two measurements expressed in currency of purchasing power of different dates. For such purpose, it is necessary to identify the compared amounts, separately restate them and compare them again, but with amounts already restated. |
| (ii) | The income (loss) for exposure to change in purchasing power of currency (income (loss) on net monetary position), originated by the keeping of monetary assets and liabilities, is shown in a separate item of the income (loss) for the period. |
| (iii) | Gains and losses on non-monetary items measured at fair value are typically calculated as the difference between the restated opening balance, or if acquired during the year, the restated acquisition date value, and the fair value on the reporting date. |
Restatement of the Statement of Changes in Equity
All the components of equity are restated by applying the general prices index as from the beginning of the period, and each variation of such components is re-expressed as from the contribution date or as from the moment in which such contribution was made through any other form, with the exception of the account “Capital stock -face value” and "treasury share" which have been maintained for its nominal value and the effects of their restatement can be found in the accounts “Adjustment to capital stock” and "Adjustment to treasury shares", respectively.
Restatement of the Statement of Cash Flows
IAS 29 sets forth that all the items of this section shall be restated in terms of the current measurement unit at the closing date of the reported period.
The monetary results generated by cash and equivalents to cash are stated in the Statement of Cash Flows separately from the cash flows resulting from operation, investment and financing activities as a specific item of the conciliation between the existence of cash and cash equivalents at the beginning and at the end of the period.
| 2.2. | Summary of material accounting policies |
The following are the material accounting policies applied by the Group in preparing its consolidated financial statements.
| 2.2.1. | Classification of items as current and non-current |
The Group classifies assets and liabilities in the consolidated statement of financial position as current and non-current. An entity shall classify an asset as current when:
| – | it expects to realize the asset, or intends to sell or consume it, in its normal operating cycle; |
| – | it holds the asset primarily for the purpose of trading; |
| – | it expects to realize the asset within twelve months after the reporting period; or |
| – | the asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. |
| F-26 |
| Table of Contents |
CENTRAL PUERTO S.A. |
All other assets are classified as non-current. An entity shall classify a liability as current when:
| – | it is expected to be settled in normal operating cycle; |
| – | It is held primarily for the purpose of trading; |
| – | it is due to be settled within twelve months after the reporting period; or |
| – | there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. |
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities, in all cases.
| 2.2.2. | Fair value measurement |
The Group measures certain financial instruments at their fair value at each reporting date. In addition, the fair value of financial instruments measured at amortized cost is disclosed in Note 13.5.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
| – | in the principal market for the asset or liability, or |
| – | in the absence of a principal market, in the most advantageous market for the asset or liability. |
The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
| – | Level 1 input data: quoted (unadjusted) prices in active markets for identical assets or liabilities. |
| – | Level 2 input data: valuation techniques with input data other than the quoted prices included in Level 1, but which are observable for assets or liabilities, either directly or indirectly. |
| – | Level 3 input data: valuation techniques for which input data are not observable for assets or liabilities. |
| F-27 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 2.2.3. | Transactions and balances in foreign currency |
Transactions in foreign currencies are recorded by the Group at the related functional currency rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange ruling at the reporting period-end.
All differences are taken to consolidated statement of income under other operating income or expenses, or under finance income or expenses, depending on the nature of assets or liabilities generating those differences.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured by their fair value in foreign currency are converted using exchange rates at the date in which such fair value is determined.
| 2.2.4. | Revenue recognition |
| 2.2.4.1. | Revenue from ordinary activities |
IFRS 15 presents a five-step detailed model to explain revenue from contracts with customers. Its fundamental principal lies on the fact that an entity has to recognize revenue to represent the transference of goods or services promised to the customers, in an amount reflecting the consideration the entity expects to receive in exchange for those goods or services at the moment of executing the performance obligation. An asset is transferred when (or while) the client gets control over such asset, defined as the ability to direct the use and substantially obtain all the remaining benefits of the asset. IFRS 15 requires the analysis of the following:
| – | If the contract (or the combination of contracts) contains more than one promised good or service, when and how such goods or services should be granted. |
| – | If the price of the transaction distributed to each performance obligation should be recognized as revenue throughout time or at a specific moment. According to IFRS 15, an entity recognizes revenue when the performance obligation is satisfied, i.e. every time control over those goods and services is transferred to the customer. The model does not include separate guidelines for the “sale of goods” and the “rendering of services”; instead, it requires that entities should evaluate whether revenue should be recognized throughout time or at a specific moment, regardless of the fact that it includes “the sale of goods” or “the rendering of services”. |
| – | When the price includes an estimation element of variable payments, how that will affect the amount and the time to recognize such revenue. The concept of variable payment estimation is broad. A transaction price is considered as variable due to discounts, reimbursement, credits, price concessions, incentives, performance bonus, penalties and contingency agreements. The model introduces a big condition for a variable consideration to be considered as revenue: only as long as it is very unlikely for a significant change to occur in the cumulative revenue amount, when the uncertainties inherent to the variable payment estimation are solved. |
| – | When the incurred cost to close an agreement and the costs to comply with it can be recognized as an asset. |
The most relevant revenue source of the Group is the commercialization of energy produced in the spot market and under the energy supply agreements, CAMMESA being its main customer.
| F-28 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The Company recognizes its sales revenue in accordance with the availability of its machines’ effective power, the energy and steam supplied; and as balancing entry, a sales receivable is recognized, which represents the Company’s unconditional right to consideration owed by the customer. Billing for the service is monthly made by CAMMESA in accordance with the guidelines established by SEE; and compensation is usually received in a term lower than 90 days. Therefore, no implicit financing components are recognized. When payments are made after such deadline interests are collected from CAMMESA. The satisfaction of the performance obligation is done throughout time since the customer simultaneously receives and consumes the benefits given by the performance of the entity as the entity does it.
Revenues from energy, power and steam sales are calculated at the prices established in the respective contracts or at the prices prevailing in the electricity market, according to the regulations in force. These include revenues from the sale of steam, energy and power supplied and not billed until the closing date of the reported period, valued at the prices defined in the contracts or in the respective regulations.
Additionally, the Group recognizes the sales from contracts regarding the supplied energy and the prices established in such contracts, and as balancing entry it recognizes an account receivable. Such credit represents the unconditional right the Company has to receive the consideration owed by the customer. Billing for the service is monthly made by CAMMESA in the case of the contracts of the wind farms La Castellana, La Genoveva and Achiras and the contracts of the solar farms Guañizuil II A Cafayate and for the Energía plus contracts in accordance with the guidelines established by SEE; and compensation is received in a term lower than 90 days. Therefore, no implicit financing components are recognized. For the rest of the clients, billing is also monthly and done by the Company; and compensation is received in a term lower than 90 days. Therefore, no implicit financing components are recognized. The satisfaction of the performance obligation is done throughout time since the customer simultaneously receives and consumes the benefits given by the performance of the entity as the entity does it.
Additionally, the Group recognizes revenues from resale and distribution of gas and revenues for the monthly management of the thermal power plant CVO in accordance with the monthly fees established in the respective contracts and as balancing entry, it recognizes a sale credit. Such credit represents the unconditional right the Company has to receive the consideration owed by the customer. Billing for the service is also monthly made by the Company and compensation is generally in a term lower than 90 days. Therefore, no implicit financing components are recognized.
Finally, the Group recognizes sales revenues from its forestry activities based on the wood delivered and at the current prices, and it recognizes a sales credit as an offsetting entry. This credit represents the Company’s unconditional right to receive the consideration owed by the client. The performance obligation is satisfied when the wood is delivered to the respective clients. Billing for the service is made every two weeks and compensation is usually received in a maximum term of 21 days. Therefore, no implicit financing components are recognized.
The detail of revenues from ordinary activities of the Group is included in Note 5 to these consolidated financial statements.
| 2.2.4.2. | Other income and expenses - Interest |
For all financial assets and liabilities measured at amortized cost and interest bearing financial assets classified as available for sale, interest income or expense is recorded using the effective interest rate method, which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. In general, interest income and expense are included in finance income and expenses in the consolidated statement of income, respectively, unless they derive from operating items (such as trade and other receivables or trade and other payables); in that case, they are booked under other operating income and expenses, as the case may be.
| F-29 |
| Table of Contents |
CENTRAL PUERTO S.A. |
2.2.5. Taxes Current income tax
Current income tax assets and liabilities for the year are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute those amounts are those that are enacted or substantively enacted, at the end of the reporting period. The statutory tax rate for the Group for the fiscal year 2025 is described in Note 22.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of income.
Management periodically assesses the positions taken in each tax report regarding the situations in which the applicable tax regulations are subject to interpretation, and it determines whether they must be treated as uncertain tax treatment, and in such case, whether it must be treated independently or collectively with one or more tax treatments, pursuant to IFRIC 23. For these cases, we use the approach which better predicts uncertainty and applies criteria to identify and quantify uncertainties.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their related carrying amounts.
Deferred income tax liabilities are recognized for all taxable temporary differences, except:
| – | where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; |
| – | in respect of taxable temporary differences associated with investments in subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. |
Deferred income tax assets are recognized for all deductible temporary differences and tax carry forwards losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and/or the tax losses carry forward can be utilized, except:
| – | where the deferred income tax asset arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; |
| – | in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future and taxable profit will be available against which those differences can be utilized. |
The carrying amount of deferred income tax assets is reviewed at each reporting period date and reduced against income or loss for the period or other comprehensive income, as the case may be, to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized (recovered). Unrecognized deferred income tax assets are reassessed at each reporting period date and are recognized with a charge to income or other comprehensive income for the period, as the case may be, to the extent that it has become probable that future taxable profits will allow the deferred income tax asset not previously recognized to be recovered.
Deferred income tax assets and liabilities are measured at undiscounted nominal value at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting period date.
| F-30 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Deferred income tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred income tax items are recognized in correlation to the underlying transactions either in other comprehensive income or directly in equity.
Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current income tax assets and liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
Uncertainties over income tax treatments
The Group determines whether each tax treatment should be considered independently or whether some tax treatments should be considered together and uses an approach that provides better predictions of the resolution of the uncertainty.
The Group applies significant judgment when identifying uncertainties on the income tax treatment. The Group evaluated whether the Interpretation had an impact on its consolidated financial statements, especially within the framework of tax inflation adjustment in determining the tax income of mentioned periods:
| a) | Income tax return for fiscal year 2014 |
In February 2015 CPSA filed the income tax returns for the nine-month period ended September 30, 2014, applying the adjustment for inflation mechanism established by the Argentine Income Tax Law. In addition, the Company filed its income tax return for the three-month period ended December 31, 2014, applying the same adjustment for inflation mechanism.
Later on, on July 27, 2021, the Federal Administration of Public Revenue and Customs Control (“ARCA”, formerly known as AFIP) issued a resolution ordering the initiation of an infringement proceeding in relation to the income tax for the irregular fiscal periods ended September 30, 2014 and December 31, 2014, for the alleged commission of the omission offense set forth in Section 45 of Law No. 11,683. On September 8, 2021, CPSA submitted the corresponding defense brief and offered the respective evidence. As a result of the Ex officio Tax Assessment issued by ARCA on April 28, 2022, CPSA appealed before the Argentine Fiscal Court (TFN) on May 23, 2022. By virtue of this appeal, the TFN ordered the opening of the case to evidence by means of a resolution dated March 29, 2023; and to that effect, on October 26, 2023, the accounting expert’s report was furnished as evidence.
| b) | Action for recovery - Income tax refund for fiscal period 2010 |
In December 2014, the Company, as the surviving company and successor to HPDA, filed before the tax authorities an action for refund of income tax for fiscal year 2010, with the purpose of obtaining the refund of the income tax paid by HPDA due to the lack of application of the inflation adjustment mechanism provided for in the Argentine Income Tax Law. In December 2015, after the statutory term set forth in Law No. 11,683 had elapsed, the Company filed a contentious claim before the National Judiciary in order to seek recognition of the aforementioned right to a refund.
In October 2018, the Company was notified of the first-instance judgment issued by Federal Contentious-Administrative Court No. 5, which upheld the refund claim. The judgment ordered the tax authorities to refund to the Company the amount of 67,612 (at historical values) plus the interest established in Central Bank of Argentina Communication No. 14290, and determined that legal costs be borne by the defendant. Said decision was appealed by ARCA, and on September 9, 2019, Chamber I of the National Court of Appeals in Federal Contentious-Administrative Matters (“CNACAF”) confirmed the appealed judgment. On September 24, 2019, ARCA filed a Federal Extraordinary Appeal (“REF”) against the CNACAF decision, which was answered by the Company. On October 29, 2019, the CNACAF granted the REF and forwarded the case file to the Supreme Court of Justice of the Nation (CSJN). On October 25, 2022, the CSJN confirmed the appealed judgment. On March 21, 2024, the refunded amount was collected together with the corresponding interest.
| F-31 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| c) | Action for recovery - income tax refund for fiscal years 2009, 2011 and 2012 |
In December 2015, the Company filed on its own behalf an administrative claim for refund before ARCA for income tax corresponding to fiscal year 2009, in the amount of 20,395 at historical values, paid in excess by the Company. The purpose of this refund action is to obtain the reimbursement of the income tax paid by CPSA due to the lack of application of the inflation adjustment mechanism referred to above. On April 22, 2016, after the term established in Law No. 11,683 had elapsed, the Company filed a contentious claim before the Federal Judiciary against ARCA in order to seek the refund of the claimed amount. On September 27, 2019, the judge entered judgment rejecting the claim filed by the Company. Such judgment was appealed by the Company last October 4, 2019. Room I of the National Court of Appeals in Federal Contentious-Administrative Matters (“CNACAF”) upheld the Company’s appeal on March 11, 2020. Following this decision, ARCA filed a Federal Extraordinary Appeal, which was granted by the CNACAF on September 1, 2020. On October 25, 2022, the Supreme Court of Justice of the Nation confirmed the appealed judgment, and on November 27, 2023, CPSA collected the claimed amount together with the corresponding interest.
In December 2017, the Company, as the surviving company and successor to HPDA, filed an administrative claim for refund before ARCA for an amount of 52,783 at historical values, paid in excess by HPDA in respect of income tax for fiscal year 2011. The purpose of this refund action was to obtain the reimbursement of the income tax paid by HPDA due to the lack of application of the inflation adjustment mechanism referred to above. Said claim was rejected by the National Treasury on April 1, 2019. For this reason, the Company filed a contentious-administrative claim on April 25, 2019. On September 13, 2022, the Company obtained a favorable first-instance judgment. Said judgment was appealed by ARCA and subsequently confirmed by the Court of Appeals on May 14, 2024. Against said judgment, ARCA filed a Federal Extraordinary Appeal on June 4, 2024.
In December 2018, the Company filed two administrative refund claims before ARCA: the first was filed by the Company, as the surviving company and successor to HPDA, for an amount of 62,331 at historical values, paid in excess by HPDA in respect of income tax for fiscal year 2012. The second administrative claim was filed by the Company for an amount of 33,265 at historical values, paid in excess by the Company in respect of income tax for the same fiscal year. Both refund actions seek to obtain the reimbursement of the income tax paid by HPDA and the Company due to the lack of application of the inflation adjustment mechanism referred to above. On September 12, 2019, the Company filed both refund claims before the National Federal Contentious-Administrative Courts against ARCA-DGI, in accordance with Section 82, subsection (c) of Law No. 11,683 (as restated in 1998, as amended), as the term provided for in the second paragraph of Section 81 of said law had elapsed. With respect to the first claim, after the Company obtained a favorable first-instance judgment and upon the appeal filed by ARCA, on November 14, 2024, the Court of Appeals confirmed the first-instance judgment. During April and May 2025, CPSA collected the refunded amount together with the corresponding interest.
| d) | Action for recovery - Income tax for the fiscal year 2015 |
On December 23, 2020, the Company filed before the tax authorities an action for refund of income tax for fiscal year 2015 for the amount of 129,231 (at historical values) paid in excess by CPSA. The purpose of this refund action is to obtain the reimbursement of the income tax paid by CPSA due to the lack of application of the inflation adjustment mechanism set forth in the Argentine Income Tax Law. On April 22, 2021, the Company filed a refund claim before the National Federal Contentious-Administrative Courts against ARCA, pursuant to the provisions of Section 82, subsection (c) of Law No. 11,683 (as restated in 1998, as amended), as the term provided for in the second paragraph of Section 81 of said law had elapsed. On December 16, 2025, the Company obtained a favorable first-instance judgment.
| e) | Action of recovery - Income tax for the fiscal year 2016 |
On January 24, 2022, the Company filed before the tax authorities an action for refund of income tax for the fiscal year 2016, for the amount of 189,376 (at historical values) paid in excess by CPSA. Such refund action is intended to obtain the reimbursement of the income tax paid by CPSA due to the lack of application of the inflation adjustment mechanism set forth by the Argentine Income Tax Law.
| F-32 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| f) | Action of recovery - Income tax for the fiscal year 2021 and 2022 – CP La Castellana S.A.U. |
On August 22, 2025, the subsidiary CP La Castellana S.A.U. filed before the tax authorities an action for refund of income tax for fiscal years 2021 and 2022 for the amounts of 9,692 and 739,299 (at historical values), respectively, paid in excess by CP La Castellana S.A.U. The refund action is intended to obtain the reimbursement of the income tax paid due to the lack of application of the tax loss carryforward adjustment provided for in the Argentine Income Tax Law.
The Group considered, based on the opinion of its legal advisors and on the basis of the accounting guidelines set forth in IFRIC 23: (i) with respect to the income tax determination for fiscal year 2014 referred to in section a), that it is probable that the position will be accepted in court and, therefore, no liability is required to be recognized in this respect; and (ii) with respect to the pending income tax refund claims, except for the refund action related to HPDA for fiscal year 2011, that it is also probable that the positions adopted by the Company will be accepted in court, and therefore an asset has been recognized for such refund claims.
The corresponding asset is included
in the item “Other non-financial assets” of Non-Current Assets under “Income Tax Credits” and it amounts to
Other taxes related to sales and bank account transactions
Revenues from recurring activities, expenses incurred and assets are recognized excluding the amount of sales tax, as in the case of value-added tax or turnover tax, or the tax on bank account transactions, except:
| – | where the tax incurred on a sale or on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as the case may be; |
| – | receivables and payables are stated including value-added tax. |
The charge for the tax on bank account transactions is presented in the administrative and selling expenses line within the consolidated statement of income.
The net amount of the tax related to sales and to bank account transactions recoverable from, or payable to, the taxation authority is included as a non-financial asset or liability, as the case may be.
| 2.2.6. | Property, plant and equipment |
Property, plant and equipment are measured at the acquisition cost, according to Note 2.1.2, net of the cumulative depreciation and/or the cumulative losses due to impairment, if any. This cost includes the cost of replacing components of property, plant and equipment and the cost for borrowings related to long-term construction projects, as long as the requirements for their recognition as assets are fulfilled. The Property, Plant and equipment acquired in a business combination was valued at fair value at acquisition date restated as explained in Note 2.1.2.
When significant parts of property, plant and equipment are required to be replaced at intervals, the Group derecognizes the replaced part and recognizes the new part with its own associated useful life and depreciation. Likewise, when a major maintenance is performed, its cost is recognized as a replacement according to the conditions stated in the IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). All other regular repair and maintenance costs are recognized in the consolidated statement of income as incurred.
Electricy power facilities related to combined cycle plants and cogeneration units are depreciated on a straight-line bases over the total useful lives estimated.
| F-33 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Electric power facilities and auxiliary equipment of Piedra del Águila hydroelectric power plant were depreciated which ended on December 31, 2025.
The depreciation of the remaining property, plant and equipment is calculated on a straight-line basis over the total estimated useful lives of the assets as follows:
| – | Buildings: |
| – | Wind turbines and solar farm equipment: |
| – |
| – | Material and spare parts: |
| – | Furniture, fixtures and equipment: |
| – | Others: |
| – | Gas turbines and Construction in progress: |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of income when the asset is derecognized.
The residual values, useful lives and methods of depreciation are reviewed at each reporting period end and adjusted prospectively, if appropriate.
During the years ended December 31, 2025 and 2024 the Group has not capitalized interests.
| 2.2.7. | Intangible assets |
Intangible assets acquired separately are measured on initial recognition at acquisition cost restated according to Note 2.1.2. The cost of the intangible assets acquired in a business combination is their fair value at the date of the acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization (if they are considered as having finite useful lives) and accumulated impairment losses, if any.
The useful lives of intangible assets are assessed as either finite or indefinite. The useful lives of the intangible assets recognized by the Group are finite.
Intangible assets with finite useful lives are amortized over their useful economic lives. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of
the asset is accounted for by changing the amortization period or method, as appropriate, and are treated prospectively as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statement of income in the expense category consistent with the function of the intangible assets.
The Group’s intangible assets are described in Note 12.
| F-34 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 2.2.8. | Impairment of property, plant and equipment and intangible assets |
The Group assesses at each reporting period-end whether an existing event, or one that took place after year end and provides additional evidence of conditions that existed at the end of the reporting period, indicates that an individual component or a group of property, plant and equipment and/or intangible assets with finite useful lives may be impaired. If any indication exists, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of the fair value less costs to sell, and the value-in-use. That amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets; in which case, the cash flows considered are the ones from the cash-generating unit (“CGU”) where such asset belongs.
Where the carrying amount of an individual asset or CGU exceeds its recoverable amount, the individual asset or CGU, as the case may be, is considered impaired and is written down to its recoverable amount.
In assessing value in use of an individual asset or CGU, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the individual asset or CGU, as the case may be.
In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are verified by valuation multiples, quoted values for similar assets on active markets and other available fair value indicators, if any.
The Group assessed if environmental risks, including physical and transition risks, could have a significant impact. In such a case, these risks are included in the cash flows when calculating the value-in-use. See Note 24 for more information regarding the impact of environmental risks.
The Group bases its impairment calculation on detailed budgets and forecasts calculations which are prepared separately for each of the Group’s CGU to which the individual assets are allocated.
Impairment losses of continuing operations are recognized in a specific line of the consolidated statement of income.
In addition, for the assets for which an existing event, or one that took place after year end and provides additional evidence of conditions that existed at the end of the reporting period, indicates a previously recognized impairment loss may no longer exist or may have decreased,the Group makes an estimate of the recoverable amount of the individual asset or of the cash generating unit, as the case may be.
A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the individual assets or CGU’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset or CGU does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of the related depreciation or amortization, had no impairment loss been recognized for the asset or CGU in prior periods. Such reversal is recognized in the statement of income in the same line in which the related impairment charge was previously recognized, unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
| F-35 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The group identified events indicating potential impairment reversal of its property, plant and equipment and/or intangible assets with finite useful live related to the issuance of the Resolution N° 400/2025 and the evolution of the exchange rate in relation to the evolution of the inflation index. On the other hand, the group has identified a triggering of potential impairment related to the additional costs incurred in the construction of San Carlos Solar Park as compared to its budget.
In order to measure the recoverability of its conventional and renewable Electric Power Generation property, plant and equipment and its intangible assets with finite useful lives and with indicators of impairment or impairment reversal, the Group has used the value in use of such assets, except for the generating group classified as “Gas turbines” and the land on which the Puerto Nuevo and Nuevo Puerto thermoelectric plants are located, for which the Group has used the fair value less cost of sale. As a result of the recoverability analysis, the Group has concluded that the net book value of its property, plant and equipment and intangible assets is recoverable, except for the assets comprising the cash-generating unit corresponding to the San Carlos solar park. On the other hand, the Group has reversed impairment losses in the following cash-generating units: the Luján de Cuyo combined cycle plant, the Terminal 6 San Lorenzo cogeneration unit, the Brigadier Lopez thermoelectric power plant, the Manque and La Genoveva wind farms, and the generating group classified as “Turbines”.
CGUs Luján de Cuyo Combined Cycle Power Plant, Terminal 6 San Lorenzo cogeneration unit, Brigadier Lopez thermoelectric power plant, Manque and La Genoveva wind farms and San Carlos solar park
The Group has estimated that
the carrying amount of the assets comprising the cash-generating unit corresponding to the combined cycle power plant located in Luján
de Cuyo is lower than its recoverable amount; therefore, a gain from the reversal of a previously recognized impairment charge on property,
plant and equipment amounting to
The Group has estimated that
the carrying amount of the assets comprising the cash-generating unit corresponding to the Terminal 6 San Lorenzo cogeneration unit
is lower than its recoverable amount; therefore, a gain from the reversal of a previously recognized impairment charge on property, plant
and equipment amounting to
The Group has estimated that
the carrying amount of the assets comprising the cash-generating unit corresponding to the Brigadier Lopez thermoelectric power plant
is lower than its recoverable amount; therefore, a gain from the reversal of a previously recognized impairment charge on property, plant
and equipment amounting to
| F-36 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The Group has estimated that
the carrying amount of the assets comprising the Manque wind farm is lower than its recoverable amount; therefore, a gain from the reversal
of a previously recognized impairment charge on property, plant and equipment amounting to
Likewise, the Group has estimated
that the carrying amount of the assets comprising the La Genoveva wind farm is lower than its recoverable amount; therefore, a gain from
the reversal of a previously recognized impairment charge on property, plant and equipment amounting to
Finally, the Group has estimated
that the carrying amount of the assets comprising the cash-generating unit corresponding to the San Carlos solar park exceeds its
recoverable amount by
The key assumption to estimate the value in use is the following:
| – | Revenue: the revenue has been determined for the budgeted period on the basis of the energy and power sales prices arising from the current resolutions issued by the Secretariat of Energy (SE) and on the basis of the power purchase agreements entered into, considering effects generated by current regulations in connection with the future mix between spot sales and power purchase agreements, where applicable. In this regard, the Group considered different weighted alternatives in relation to the evolution of the mentioned mix, which implied the development of different scenarios with different estimates of the expected cash flows and the assignment of probabilities of occurrence based on the Group's experience and expectations. |
Other relevant assumptions are described below:
| – | Costs: costs have been determined on the basis of operating costs incurred in the past, the most significant cost being maintenance, which was estimated under the terms of the contracts in force with suppliers. |
| – | Discount rate: it represents the current market assessment of the specific risks of the Company, taking into consideration the time-value of money. Discount rate calculation is based on the circumstances of the market participants, and it is derived from the weighted average cost of capital (WACC). The WACC rate takes into consideration both debt and equity. The cost of equity is derived from the expected return on investment by market participant investors, whereas the cost of debt is based on the conditions of the debt which market participants could access to. The specific risks of the operational segment are incorporated by applying individual beta factors, which are annually assessed from the available public information of the market. |
Discount rates used to determine
the value in use as of December 31, 2025, were from
| F-37 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Any increase in the discount rate would result in additional impairment for the San Carlos solar park cash-generating unit.
| – | Macroeconomic variables: estimated inflation and devaluation rates, as well as exchange rates used, were obtained from external sources, which are well-known consulting firms dedicated to the local and global economic analysis, widely experienced in the market. |
During 2024, the Group recorded
impairment losses of
The Luján de Cuyo combined cycle plant, the Brigadier Lopez thermoelectric power plant and the Terminal 6 San Lorenzo cogeneration unit belong to the conventional electric power generation segment. The Manque and La Genoveva wind farms and the San Carlos solar park belong to the renewable electric power generation segment.
Gas turbines
The Group has reviewed during
fiscal year 2025, the recoverability of the turbines as individual assets and estimated that the carrying amount of the General Electric
generator group, which is stored at the facilities of the Nuevo Puerto power plant, is lower than its recoverable amount; therefore, a
gain from the reversal of a previously recognized impairment charge on property, plant and equipment amounting to
To determine the recoverable value of this generating group, the Group has used the fair value less costs to sell.
After recognizing such impairment
reversal, the carrying amount of the General Electric generator group amounts to
| 2.2.9. | Financial instruments. Presentation, recognition and measurement |
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or an equity instrument of another entity.
2.2.9.1. Financial assets - Classification
According to IFRS 9 “Financial instruments”, the Group classifies its financial assets into three categories:
| – | Financial assets at amortized cost |
A financial asset is measured at amortized cost if both of the following conditions are met: (i) the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset give rise on specified dates to solely payments of principal and interest.
Additionally, and for those assets complying with the above-mentioned conditions, IFRS 9 provides for the option of designating, at initial recognition, an asset to be measured at fair value if doing so would eliminate or significantly reduce a measurement or recognition inconsistency, which would appear if the assets or liabilities valuation or the recognition of their profits or losses were performed on different grounds. The Group has not designated a financial asset at fair value using this option.
| F-38 |
| Table of Contents |
CENTRAL PUERTO S.A. |
At the closing of these consolidated financial statements, the financial assets at amortized cost of the Group include certain cash and short-term investments, trade and other receivables and other non-current financial assets.
| – | Financial assets at fair value through other comprehensive income |
Financial assets are measured at fair value through other comprehensive income if they are held in a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets.
At the closing of these consolidated financial statements, the Group does not have financial assets at fair value through other comprehensive income.
| – | Financial assets at fair value through profit or loss |
Any financial assets at fair value through profit or loss belong to a residual category that includes the financial assets that are not held under one of the two business models mentioned, including those held for trading and those designated at fair value at initial recognition.
At the closing of these consolidated financial statements, the financial assets of the Group at fair value through profit or loss include mutual funds, public debt securities, stocks and corporate bonds and interest rate swaps, accounted for under other financial assets.
Recognition and measurement
The purchase and sale of financial assets are recognized at the date on which the Group commits to purchase or sell the assets.
Financial assets valued at amortized cost are initially recognized at their fair value plus transaction costs. These assets accrue interest according to the effective interest rate method.
Financial assets valued at fair value through profit or loss and other comprehensive income are initially recognized at fair value, and transaction costs are recognized as expenses in the consolidated statement of income. Subsequently, they are valued at fair value. Changes in fair value and results on disposal of financial assets at fair value through profit or loss and other comprehensive income are recorded in financial income or financial expenses and other comprehensive income, respectively, in the consolidated statement of income and consolidated statement of comprehensive income, respectively.
In general, the Group uses the transaction price to determine the fair value of a financial instrument at the initial recognition. In the rest of the cases, the Group only records a gain or loss at initial recognition if the fair value of the instrument is evidenced by other comparable and observable market transactions for the same instrument or if it is based on a valuation technique that only includes observable market data. Gains or losses not recognized at the initial recognition of a financial asset are subsequently recognized only to the extent that they arise from a change in factors (including time) that market participants would consider when setting the price.
The profit or loss of debt instruments which are measured at amortized cost and are are not designated in a hedging relationship are recognized in profit or loss when the financial assets are derecognized or when impairment is recognized and during the amortization process by using the effective interest rate method. The Group reclassifies investments in debt instruments only when the business model used to manage those assets changes.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized; that is to say, it is removed from the statement of financial position, when:
| – | the contractual rights to receive cash flows from the asset have expired; |
| F-39 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| – | the contractual rights to receive cash flows from the asset have been transferred or an obligation has been assumed to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) all the risks and rewards of the asset have been transferred substantially, or |
(b) all the risks and rewards of the asset have neither been transferred nor retained substantially, but control of the asset has been transferred.
When the contractual rights to receive cash flows from an asset have been transferred or a pass-through arrangement has been entered into, but all of the risks and rewards of the asset have neither transferred nor retained substantially and control has not been transferred, such asset shall continue to be recognized to the extent of the Group’s continuing involvement in it. In this case, the Group shall also recognize the associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Impairment of financial assets
IFRS 9 establishes an “expected credit loss” model (“ECL”). This requires the application of considerable judgment with regard to how changes in economic factors affect ECL, which is determined over a probability-weighted average basis. ECL results from the difference between contractual cash flows and the present value of the cash flows that the Group expects to receive.
Pursuant to IFRS 9, loss allowances are measured using one of the following bases:
| – | The 12-month ECL: these are expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date; and |
| – | Lifetime expected credit losses: these are expected credit losses that result from all possible default events over the life of the financial instrument. |
Given the nature of the clients with which the Group operates and on the basis of the foregoing criteria, the Group did not identify expected credit losses.
With regard to financial placements and in accordance with the placement policies in force, the Group monitors the credit rating and the credit risk of these instruments. Pursuant to the analysis, the Group did not identify the need to record impairment of these types of instruments.
| 2.2.9.2. | Financial liabilities |
Initial recognition and subsequent measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and payables or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
Financial liabilities are initially recognized at their fair value, net of the incurred transaction costs. Since the Group has no financial liabilities whose characteristics require fair value measurement, according to IFRS Accounting Standards, after initial recognition, the financial liabilities are measured at amortized cost. Any difference between the amount received as financing (net of transaction costs) and the repayment amount is recognized in profit or loss throughout the life of the debt financial instrument using the effective interest rate method.
Regarding the loan with Mitsubishi Corporation, described in Note 13.3.8., the initial recognition was at its fair value and subsequently the loan is measured at amortized cost. The mentioned loan includes a scheme of annual repayments with minimum payments, which may increase according to the free cash flows of the previous year of the controlled company Central Costanera S.A. If there are changes in the estimated free cash flows that result in changes in future principal payments, the Group recognizes the impact within financial income or financial costs, as appropriate, in the consolidated statement of income for the year in which such change in estimate occurs.
| F-40 |
| Table of Contents |
CENTRAL PUERTO S.A. |
At the closing date of these consolidated financial statements, the financial liabilities classified as loans and payables of the Group include Trade and other payables, and interest-bearing loans and borrowings.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation specified in the corresponding contract has been discharged, cancelled or has expired.
When an existing financial liability is replaced by another liability from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized as financial income or financial costs in the consolidated statement of income, as the case may be.
| 2.2.9.3. | Offsetting financial assets and financial liabilities |
Financial assets and financial liabilities are offset, so that the net amount is presented in the statement of financial position only if there is a currently legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
| 2.2.9.4. | Financial assets and liabilities with related parties |
Assets and liabilities with related parties are initially recognized at fair value plus directly attributable transaction costs. To the extent that they arise from transactions not carried out on an arm’s length basis, any difference arising at initial recognition between such fair value and the consideration given or received is treated as an equity transaction (capital contribution or dividend distribution, depending on whether it is positive or negative).
Following initial recognition, these receivables and payables are measured at their amortized cost using the effective interest rate (EIR) method. The EIR amortization is recognized in the statement of income as financial income or financial costs.
2.2.9.5. Derivative financial instruments and hedge accounting Initial recognition and subsequent measurement
The derivative financial instruments are initially recognized at their fair values at the date on which the contract is entered into, and they are subsequently remeasured at their fair value. The derivative financial instruments are accounted for as financial assets when their fair value is positive and as financial liabilities when their fair value is negative.
The method to recognize the loss or gain from the change in fair value depends on whether the derivative has been designated as a hedge instrument; in such case, on the nature of the item it is covering. The Company can designate certain derivatives as:
| – | Fair value hedge; |
| – | Cash flow hedge; |
At the beginning of the transaction, the Group records the relationship between the hedge instruments and items covered, as well as its objectives for risk management and the strategy to carry out hedge transactions. It also records its assessment, both at inception and on an ongoing basis, of whether the derivatives used in the hedge transactions are highly effective in offsetting changes in fair value or in the cash flows of the items covered.
| F-41 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Fair value hedge
Changes in fair value of derivatives designated and qualifying as fair value hedge are recorded in the statement of income together with any change in the fair value of the covered asset or liability attributable to the covered risk.
Cash flow hedge
The effective part of changes in fair value of the derivatives designated and qualifying as cash flow hedge are recognized in other comprehensive income. The loss or income related to the ineffective portion is immediately recognized in the statement of income within financial expenses or financial income, respectively.
The cumulative amounts recognized in Other comprehensive income are reclassified to the consolidated statement of income in the periods in which the item covered affects the consolidated statement of income. In the case of interest rate hedges, this means the amounts recognized in equity are reclassified to net financial results as interest is accrued on associated debts.
As at December 31, 2025, the Group has no hedging derivative instruments. Hence, swap contracts of interest rate are measured at their fair value at the closing of each period or fiscal year and are stated as assets or liabilities depending on the rights and obligations arising from the respective contracts. In this way, changes in the accounting measurement of such contracts are recognized in the consolidated statement of income under financial income or financial costs, as applicable.
2.2.10. Inventories
Inventories are valued at the lower of acquisition cost and net realizable value. In the estimation of net recoverable values, the purpose of the asset to be measured and the movements of items of slow or scarce rotation are taken into account. Inventories balance is not higher than its net realizable value at the corresponding dates.
2.2.11. Cash and cash equivalents
Cash is deemed to include both cash fund and freely-available bank deposits on demand. Short-term deposits are deemed to include short-term investments with significant liquidity and free availability that, subject to no previous notice or material cost, may be easily converted into a specific cash amount that is known with a high degree of certainty upon the acquisition, are subject to an insignificant risk of changes in value, maturing up to three months after the date of the related acquisitions, and whose main purpose is not investment or any other similar purpose, but settling short-term commitments.
For the purpose of the consolidated statement of financial position and the consolidated statement of cash flows, cash and cash equivalents comprise cash at banks and on hand and short-term investments meeting the abovementioned conditions.
2.2.12. Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of income under the item that better reflects the nature of the provision net of any reimbursement to the extent that the latter is virtually certain.
| F-42 |
| Table of Contents |
CENTRAL PUERTO S.A. |
If the effect of the time value of money is material, provisions are discounted using a current pre-tax market rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost in the consolidated statement of income.
| – | Provision for lawsuits and claims |
In the ordinary course of business, the Group is exposed to claims of different natures (e.g., commercial, labor, tax, social security, foreign exchange or customs claims) and other contingent situations derived from the interpretation of current legislation, which result in a loss, the materialization of which depends on whether one more events occur or not. In assessing these situations, Management uses its own judgment and advice of its legal counsel, both internal and external, as well as the evidence available as of the related dates. If the assessment of the contingency reveals the likelihood of the materialization of a loss and the amount can be reliably estimated, a provision for lawsuits and claims is recorded as of the end of the reporting period.
– Provision for wind and solar farms dismantling
See Note 24.
| 2.2.13. | Contingent liabilities |
A contingent liability is: (i) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or (ii) a present obligation that arises from past events but is not recognized because:
(a) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or (2) the amount of the obligation cannot be measured with sufficient reliability.
A contingent liability is not recognized in financial statements; it is reported in notes, unless the possibility of an outflow of resources to settle such liability is remote. For each type of contingent liability as of the relevant reporting period-end dates, the Group shall disclose (i) a brief description of the nature of the obligation and, if possible, (ii) an estimate of its financial impact; (iii) an indication of the uncertainties about the amount or timing of those outflows; and (iv) the possibility of obtaining potential reimbursements.
| 2.2.14. | Contingent assets |
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.
A contingent asset is not recognized in financial statements; it is reported in notes only where an inflow of economic benefits is probable. For each type of contingent asset as of the relevant reporting period-end dates, the Group shall disclose (i) a brief description of the nature thereof and, if possible, (ii) an estimate of its financial impact.
| 2.2.15. | Employee benefits |
Employee short-term benefits:
The Group recognizes short-term benefits to employees, such as salary, vacation pay, bonuses, among others, on an accrued basis and includes the benefits arising from collective bargaining agreements.
Post-employment employee long-term benefits:
| F-43 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The Group grants benefits to all trade-union employees when obtaining the ordinary retirement benefit under the Argentine Integrated Pension Fund System, based on multiples of the relevant employees’ salaries.
The amount recognized as a liability for such benefits includes the present value of the liability at the end of the reporting period, and it is determined through actuarial valuations using the projected unit credit method.
Actuarial gains and losses are fully recognized in other comprehensive income in the period when they occur and immediately allocated to unappropriated retained earnings (accumulated losses), and not reclassified to income in subsequent periods.
The Group recognizes the net amount of the following amounts as expense or income in the statement of income for the reporting year: (a) the cost of service for the current period; (b) the cost of interest; (c) the past service cost, and (d) the effect of any curtailment or settlement.
Other long-term employee benefits:
The Group grants seniority-based benefits to all trade-union employees when reaching a specific seniority, based on their normal salaries.
The amount recognized as liabilities for other long-term benefits to employees is the present value of the liability at the end of the reporting period. The Group recognizes the net amount of the following amounts as expense or income: (a) the cost of service for the current period; (b) the cost of interest; (c) actuarial income and loss, which shall be recognized immediately and in full; (d) the past service cost, which shall be recognized immediately and in full; and (e) the effect of any curtailment or settlement.
| 2.2.16. | Share-based payments |
The cost of share-based payments transactions that are settled with equity instruments is determined by the fair value at the date when the grant is made using an appropriate valuation model.This cost is recognized in the consolidated financial statements under employee benefits expense, together with a corresponding total increase in non-controlling interest.
On November 15, 2023, the beneficiary exercised the option included in the 2017 stock option agreement and acquired the shares representing 10% of the capital stock of CPR. See Consolidated Statement of Changes in Equity. As of December 31, 2023 all obligations under the stock option agreement were met.
| 2.2.17. | Investment in associates |
The Group’s investments in associates are accounted for using the equity method. An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is neither control nor joint control.
According to the equity method, investments in associates are originally booked in the statement of financial position at cost, plus (less) the changes in the Group’s ownership interests in the associates’ net assets subsequent to the acquisition date. If any, goodwill relating to the associate is included in the carrying amount of the investment and is neither amortized nor individually tested for impairment.
If the cost of the investments is lower than the proportional share as of the date of acquisition on the fair value of the associate’s assets and liabilities, a gain is recognized in the period in which the investment was acquired.
The statement of income reflects the share of the results of operations of the associates adjusted on the basis of the fair values estimated as of the date on which the investment was incorporated. When there has been a change recognized directly in the equity of the associates, the Group recognizes its share of any changes and includes them, when applicable, in the statement of changes in equity.
| F-44 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The Group’s share of profit of an associate is shown in a single line on the main body of the consolidated statement of income. This share of profit includes income or loss after taxes of the associates.
The financial information of the associates is prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies of the associates in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognize impairment losses on its investment in its associates. At each reporting date, the Group determines whether there is objective evidence that the value of investment in the associates has been impaired. If such was the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment in the associates and its carrying value, and recognizes the loss as “Share of losses of an associate” in the consolidated statement of income.
The information related to associates is included in Note 3.
| 2.2.18. | Information on operating segments |
For management purposes, as of December 31, 2025, the Group is organized into three business units to carry out its activities, as follows:
| – | Electric power generation from conventional sources: the Group is engaged in the production of electric power from conventional sources and its sale. |
| – | Electric power generation from renewable sources: the Group also is engaged in the production of electric power from renewable sources and its sale. |
| – | Forestry activity: the Group is engaged in the forestation, reforestation, woods plantation and commercialization of its products. |
As of December 31, 2024, the Group had a fourth business unit related to natural gas transport and distribution. The Group was primarily engaged in the natural gas distribution sector in the Cuyo and Centro regions of the Argentine Republic through its investment in its associate ECOGAS Group (see Note 3.1)
The financial performance of segments is evaluated based on operating income / expense before depreciation and amortization ("Adjusted EBITDA") (Note 4). The group of executive directors is the Chief Operating Decision Maker (CODM) and monitors the Adjusted EBITDA of its business units separately for the purpose of making decisions about resource allocation and performance assessment.
| 2.2.19. | Biological assets |
Forestry plantations are measured, both on initial recognition and at the end of the reporting period, at their fair value, less costs of sale at harvest or collection point. Fair value of the plantations with no available market prices under their current condition is determined through discounted cash flows, using market discount rates.
Forestry plantations included in the harvest plan for the twelve months following the closing of the period are classified as current biological assets.
| 2.2.20. | Business combinations |
Business combinations are accounted for using the acquisition method when the Group takes effective control of the acquired company.
The Group will recognize in its financial statements the acquired identifiable assets, the assumed liabilities, any non-controlling interest and, if any, goodwill according to IFRS 3.
| F-45 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The acquisition cost is measured as the aggregate of the transferred consideration, measured at fair value on that date, and the amount of any non-controlling interest in the acquiree. The Group will measure the non-controlling interest in the acquiree at fair value or at the proportional interest in the identifiable net assets of the acquiree.
If the business combination is made in stages, the Group will measure again its previous holding at fair value at the acquisition date and will recognize income or loss in the consolidated statement of comprehensive income.
Goodwill is measured at cost, as the excess of the transferred consideration regarding the acquired identifiable assets and the net assumed liabilities of the Group. If this consideration is lower than the fair value of the identifiable assets and of the assumed liabilities, the difference is recognized in the consolidated statement of income.
If the fair value of the net assets acquired is higher than the consideration paid, the Group reassesses whether it has properly identified all the assets acquired and all the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of the net assets acquired in comparison to the consideration paid, then the gain is recognized in the consolidated statement of income.
On February 17, 2023, the Group
acquired Central Costanera S.A. The business combination was accounted for using the "acquisition method" provided for in IFRS
3. As a result of the application of this method, the Group determined that the consideration transferred was lower than the fair value
of the assets acquired and liabilities assumed at the acquisition date. Therefore, the Group recognized a gain from bargain purchase amounting
to
On May 3, 2023, the Group acquired
the companies Empresas Verdes Argentina S.A., Las Misiones S.A. and Estancia Celina S.A. The business combination was accounted for using
the "acquisition method" provided for in IFRS 3. As a result of the application of this method, the Group determined that the
consideration transferred was lower than the fair value of the assets acquired and liabilities assumed at the acquisition date. Therefore,
the Group recognized a gain from bargain purchase amounting to
2.3. Significant accounting estimates and assumptions
The preparation of the Group’s financial statements requires management to make significant estimates and assumptions that affect the recorded amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. In this sense, the uncertainties related to the estimates and assumptions adopted could give rise in the future to final results that could differ from those estimates and require significant adjustments to the amounts of the assets and liabilities affected.
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its accounting assumptions and significant estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
| F-46 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Recoverability of property, plant and equipment and intangible assets:
At each closing date of the reported period, the Group evaluates if there is any sign that the property, plant and equipment and/or intangible assets with finite useful lives may have their value impaired or if an impairment reversal is required. Impairment exists when the book value of assets related to the Cash Generating Unit (CGU) exceeds its recoverable value, which is the higher between its fair value less costs of sale of such asset and value in use. An impairment reversal exists when the CGU’s recoverable value is higher than its carrying amount. The value in use is calculated through the estimation of future cash flows discounted at their present value through a discount rate that reflects the current assessments of the market over the temporal value of money and the specific risks of each CGU. The recoverable value is sensitive to the estimated inflows.
Biological assets:
The process of estimating the value of biological assets is determined using fair values. This estimation includes judgment and assumptions related to estimated forest growth, margins, and discount rates.
Business combinations:
See Note 2.2.20.
| 2.4. | Changes in accounting policies |
New standards and interpretations adopted
As from the fiscal year beginning January 1, 2025, the Group has applied for the first time certain new and/or amended standards and interpretations as issued by the IASB.
Below is a brief description of the new and/or amended standards and interpretations adopted by the Group and their impact on these consolidated financial statements.
Lack of interchangeability - Amendments to IAS 21
The effects of changes in foreign currency exchange rates establish how entities should assess whether a currency is interchangeable with another currency and how they should determine the exchange rate to be applied when a currency is not interchangeable. In addition, the amendments require entities to disclose information that allows users of their financial statements to assess how the lack of interchangeability of a currency affects or is expected to affect their financial performance, financial position and cash flows.
The amendments have not had a material impact on the Group's financial statements.
.
| 2.5. | IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) issued but not yet effective |
The following new and/or amended standards and interpretations have been issued but were not effective as of the date of issuance of these consolidated financial statements of the Group. In this sense, only the new and/or amended standards and interpretations that the Group expects to be applicable in the future are indicated. In general, the Group intends to adopt these standards, as applicable when they become effective.
IFRS 18 Presentation and disclosure in the financial statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation of information within the statement of income, including specific totals and subtotals. Additionally, entities must classify all income and expenses within the statement of income into one of five categories: operating activities, investing activities, financing activities, income tax, and discontinued operations, with the first three categories being new.
| F-47 |
| Table of Contents |
CENTRAL PUERTO S.A. |
It also requires entities to disclose newly defined performance measures by management, subtotals of income and expenses, and includes new requirements to aggregate and disaggregate financial information based on the “functions” identified from the primary financial statements and notes.
Limited scope amendments to IAS 7 Statement of Cash Flows were issued, which include changing the starting point for determining cash flows generated by operations using the indirect method, from “net profit or loss” to “operating profit or loss” and removing the optionality around the classification of cash flows from dividends and interest. Consequently, new amendments to many other standards were made.
IFRS 18 and the amendments to other standards are effective for periods beginning on or after January 1, 2027; however, early application is allowed as long as this fact is disclosed. IFRS 18 will be applied retrospectively.
The Group is currently working to identify all the effects that the amendments will have on the primary financial statements and notes to the financial statements.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
In May 2024, the IASB issued IFRS 19, which allows eligible entities to opt for reduced disclosure requirements while still applying the recognition, measurement, and presentation requirements of other IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). To be eligible, at the end of the reporting period, the entity:
(i) must be a subsidiary as defined by IFRS 10, (ii) must not have public accountability, and (iii) must have a parent entity (either ultimate or intermediate) that prepares consolidated financial statements that are available for public use and comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
IFRS 19 is effective for periods beginning on or after January 1, 2027, with early application permitted.
Since the Group's equity instruments are publicly traded, the Group cannot opt to apply IFRS 19.
Amendments to the Classification and Measurement of Financial Instruments — Amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued the Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the “Amendments”). These Amendments include:
– The clarification that financial liabilities should be derecognized on the “settlement date” and the inclusion of an accounting policy option (provided that specific conditions are met) to derecognize financial liabilities settled through an electronic payment system before the settlement date.
– Additional guidance on how to assess the contractual cash flows of financial assets with environmental, social and governance (“ESG”) features and similar features.
– Clarifications regarding what is included in the term “non-recourse features” and what constitutes the features of contractually linked instruments.
– The introduction of disclosures about financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI).
The Amendments will become effective on January 1, 2026, and early application is permitted only with respect to the classification of financial assets and related disclosures.
The Group does not expect the Amendments to have a material effect on its financial statements.
| F-48 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Annual Improvements to IFRS Accounting Standards – Volume 11
In July 2024, the IASB issued nine limited-scope amendments as part of its ongoing maintenance of IFRS Accounting Standards. The amendments include clarifications, simplifications, corrections or changes intended to improve the consistency of IFRS 1, First-time Adoption of International Financial Reporting Standards, IFRS 7, Financial Instruments: Disclosures and its related Implementation Guidance, IFRS 9, Financial Instruments, IFRS 10, Consolidated Financial Statements, and IAS 7, Statement of Cash Flows.
The amendments will become effective for reporting periods beginning on or after January 1, 2026.
Early adoption is permitted, provided that this fact is disclosed. The Group does not expect the amendments to have a material impact on its financial statements.
Nature-dependent electricity contracts – Amendments to IFRS 9 and IFRS 7
In December 2024, the IASB issued amendments to IFRS 9 and IFRS 7 – Nature-dependent electricity contracts. The amendments apply only to nature-dependent electricity contracts and:
– Clarify the application of the “own use” requirements for contracts within the scope.
– Modify the designation requirements for a hedged item in a cash flow hedging relationship for contracts within the scope.
– Introduce new disclosure requirements to enable investors to understand the effect of these contracts on the entity’s financial performance and cash flows.
The amendments will become effective for annual periods beginning on or after January 1, 2026. Early adoption is permitted, provided that this fact is disclosed. Amendments relating to the own-use exception must be applied retrospectively, while amendments to hedge accounting must be applied prospectively to new hedging relationships designated from the date of initial application. In addition, the amendments to IFRS 7 disclosures must be implemented together with those of IFRS 9. If an entity does not restate comparative information, it will not be permitted to present comparative information.
As of the date of issuance of these financial statements, the Group is evaluating the impact that the amendments may have on its financial statements.
| 3. | Investment in associates |
The book value of investment in associates as of December 31, 2025 and 2024 amounts to:
| 12-31-2025 | 12-31-2024 | |||||||
| ARS 000 | ARS 000 | |||||||
| Ecogas Group (Note 3.1) | ||||||||
| 3C Lithium Pte. Ltd | ||||||||
| Transportadora de Gas del Mercosur S.A. | ||||||||
The share of the profit (loss) of associates for the years ended December 31, 2025, 2024 and 2023 amounts to:
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Ecogas Group (Note 3.1) | ||||||||||||
| 3C Lithium Pte. Ltd | ( | ) | ||||||||||
| Transportadora de Gas del Mercosur S.A. | ( | ) | ||||||||||
| F-49 |
| Table of Contents |
CENTRAL PUERTO S.A. |
3.1. Invesments in gas distribution
As of December 31, 2024 the Group held
ownership interests of
Ecogas is a publicly-traded company listed on BYMA. DGCE's main activity is the provision of the public natural gas distribution service through pipeline networks in the provinces of Córdoba, La Rioja and Catamarca, while the main activity of DGCU is the provision of the public natural gas distribution service through pipeline networks in the provinces of Mendoza, San Juan and San Luis.
During May 2025 and December
2024, the Group received dividends from the ECOGAS Group amounting to
On December 19, 2024, Ecogas
carried out a public offering of subscription of shares in kind and a voluntary exchange, which consisted of (i) a voluntary public exchange
offer of DGCU shares for new ordinary shares of Ecogas at an exchange ratio equivalent to 15.83467388 DGCU shares for each new Ecogas
share and (ii) a voluntary public exchange offer of DGCE shares for new ordinary shares of Ecogas at an exchange ratio equivalent to 12.55431094
DGCE shares for each new Ecogas share. The settlement date for the share exchange was January 17, 2025. As a result of the exchange offer,
as from that date, the Group’s resulting direct ownership interest in Ecogas was
On March 31, 2025, CPSA’s
Board of Directors approved proceeding with a corporate reorganization whereby, subject to approval by the Shareholders’ Meetings
of the companies involved, CPSA spun off its ownership interests in the ECOGAS Group and cash amounting to
As a result of the approval
of the spinoff and merger, the Company had recognized a liability with its shareholders at fair value to recognize the obligation to
deliver the ownership interests in the ECOGAS Group and the cash of
Below is summarized investment in associate of Ecogas Inversiones S.A. as of September 10, 2025:
| 09-10-2025 | ||||||||||||
| Ecogas Inversiones S.A. | Distribuidora de Gas del Centro S.A. | Total | ||||||||||
| Equity attributable to holders of the parent | ||||||||||||
| % of participation in an investment in associate | % | % | ||||||||||
| Subtotal | ||||||||||||
| Lower value of investment | ( | ) | ( | ) | ( | ) | ||||||
| Impairment | ( | )(1) | ||||||||||
| Investment in associate | ||||||||||||
| (1) | At September 10, 2025 the value of this investment was net of an Impairment given that fair value was lower than book value as of such date. |
| F-50 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Below is summarized share of the profit of associate of Ecogas Inversiones S.A. as of September 10, 2025 and December 31, 2025 and 2024:
| 09-10-2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| Ecogas Inversiones S.A. | Distribuidora de Gas del Centro S.A. | Total | Ecogas Inversiones S.A. | Distribuidora de Gas del Centro S.A. | Total | Ecogas Inversiones S.A. | Distribuidora de Gas del Centro S.A. | Total | ||||||||||||||||||||||||||||
| Total comprehensive income for the year | ||||||||||||||||||||||||||||||||||||
| % of participation in an investment in associate | % | % | % | % | % | % | ||||||||||||||||||||||||||||||
| Subtotal | ||||||||||||||||||||||||||||||||||||
| Lower value of investment | ||||||||||||||||||||||||||||||||||||
| Impairment | ( | )(1) | — | — | ||||||||||||||||||||||||||||||||
| Share of the profit of associate | ||||||||||||||||||||||||||||||||||||
| (1) | At September 10, 2025 the value of this investment was net of an Impairment given that fair value was lower than book value as of such date. |
Below is summarized financial information of Ecogas Inversiones S.A. as of December 31, 2024:
| 2024 | ||||
| ARS 000 | ||||
| Statement of financial position | ||||
| Non-current assets | ||||
| Current assets | ||||
| Non-current liabilities | ||||
| Current liabilities | ||||
| Equity attributable to holders of the parent | ||||
| Non-controlling interests | ||||
Below is summarized revenues, equity holders of the parent and non-controlling interests of Ecogas Inversiones S.A. as of August 31, 2025 and December 31, 2024 and 2023:
| 09-10-2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Revenues | ||||||||||||
| Net income for the year: | ||||||||||||
| - Equity holders of the parent | ||||||||||||
| - Non-controlling interests | ||||||||||||
3.2. Transportadora de Gas del Mercosur S.A.
The Group has
a
3.3. 3C Lithium Pte. Ltd.
See Note 20.6.
| F-51 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 4. | Operating segments |
The following provides summarized information of the operating segments for the years ended December 31, 2025, 2024 and 2023:
| Electric Power Generation from conventional sources | Electric Power Generation from renewable sources | Forest activity | Natural Gas Transport and Distribution (1) | Others | Adjustments and Eliminations (2) | Total | ||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||||||
| Revenues | ( | ) | ||||||||||||||||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Administrative and selling expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other operating income | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Impairment Reversal (Impairment) of property, plant and equipment and intangible assets | ||||||||||||||||||||||||||||
| Operating income | ( | ) | ( | ) | ||||||||||||||||||||||||
| Depreciation of property, plant and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Adjusted EBITDA (4) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||||
| Other results (3) | ( | ) | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Total assets | ( | ) | ||||||||||||||||||||||||||
| Total liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Electric Power Generation from conventional sources | Electric Power Generation from renewable sources | Forest activity | Natural Gas Transport and Distribution (1) | Others | Adjustments and Eliminations (2) | Total | ||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||||||||||||||
| Revenues | ( | ) | ||||||||||||||||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Administrative and selling expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Other operating income | ( | ) | ||||||||||||||||||||||||||
| Other operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Impairment Reversal (Impairment) of property, plant and equipment and intangible assets | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Operating income | ( | ) | ||||||||||||||||||||||||||
| Depreciation of property, plant and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Adjusted EBITDA (4) | ( | ) | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||||
| Other results (3) | ( | ) | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Total assets | ( | ) | ||||||||||||||||||||||||||
| Total liabilities | ( | ) | ||||||||||||||||||||||||||
| Electric Power Generation from conventional sources | Electric Power Generation from renewable sources | Forest activity | Natural Gas Transport and Distribution (1) | Others | Adjustments and Eliminations (2) | Total | ||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||
| As of December 31, 2023 | ||||||||||||||||||||||||||||
| Revenues | ( | ) | ||||||||||||||||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Administrative and selling expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Other operating income | ( | ) | ||||||||||||||||||||||||||
| Other operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Impairment Reversal (Impairment) of property, plant and equipment and intangible assets | ||||||||||||||||||||||||||||
| Operating income | ( | ) | ( | ) | ||||||||||||||||||||||||
| Depreciation of property, plant and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Adjusted EBITDA (4) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||||
| Other results (3) | ( | ) | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Total assets | ( | ) | ||||||||||||||||||||||||||
| Total liabilities | ( | ) | ||||||||||||||||||||||||||
| (1) | Includes the results of the associates ECOGAS Group and TGM up to September 30, 2025, and for the year ended December 31, 2024, as well as the results related to the resale of gas transportation capacity as of those dates. See Note 3.1. |
| (2) | Includes adjustments and eliminations related to investments accounted for using the equity method. |
| (3) | Includes results from exposure to changes in the purchasing power of the currency, finance income and costs, results from investments in entities measured at fair value, share of the profit of associates, gain from bargain purchase and income tax. |
| (4) | Corresponds to operating income before deducting depreciation and amortization. |
| F-52 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Major customers
During the years
ended December 31, 2025, 2024 and 2023 revenues from CAMMESA amounted to
| 5. | Revenues |
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Spot market revenues | ||||||||||||
| Sales under contracts | ||||||||||||
| Steam sales | ||||||||||||
| Forest activity revenues | ||||||||||||
| Resale of gas transport and distribution capacity | ||||||||||||
| Revenues from CVO thermal plant management | ||||||||||||
| 6. | Operating expenses |
| 6.1. | Cost of sales |
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Inventories and biological assets at the beginning of each year | ||||||||||||
| Adquisition of biological assets (1) | ||||||||||||
| Purchases and operating and forest production for each year: | ||||||||||||
| – Purchases | ||||||||||||
| – Operating expenses (Note 6.2) | ||||||||||||
| – Transfers to property, plant and equipment, net | ( | ) | ||||||||||
| – Forest production expenses (Note 6.2) | ||||||||||||
| – Forest growth and revaluation of biological assets (Notes 7.1 and 7.2) | ( | ) | ||||||||||
| Inventories and biological assets at the end of each year | ( | ) | ( | ) | ( | ) | ||||||
(1) Corresponds to the biological assets that were added to the Group through the business combinations described in Note 2.2.20.
| F-53 |
| Table of Contents |
CENTRAL PUERTO S.A. |
6.2. Operating, forest production, administrative and selling expenses
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| Accounts | Operating expenses | Forest production expenses | Administrative and selling expenses | Operating expenses | Forest production expenses | Administrative and selling expenses | Operating expenses | Forest production expenses | Administrative and selling expenses | |||||||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||||||||
| Compensation to employees | ||||||||||||||||||||||||||||||||||||
| Other long-term employee benefits | ||||||||||||||||||||||||||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||||||||||||
| Purchase of energy and power | ||||||||||||||||||||||||||||||||||||
| Fees and compensation for services | ||||||||||||||||||||||||||||||||||||
| Maintenance expenses | ||||||||||||||||||||||||||||||||||||
| Consumption of materials and spare parts | ||||||||||||||||||||||||||||||||||||
| Insurance | ||||||||||||||||||||||||||||||||||||
| Levies and royalties | ||||||||||||||||||||||||||||||||||||
| Taxes and assessments | ||||||||||||||||||||||||||||||||||||
| Tax on bank account transactions | ||||||||||||||||||||||||||||||||||||
| Forest production services | ||||||||||||||||||||||||||||||||||||
| Others | ||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||
| 7. | Other income and expenses |
| 7.1. | Other operating income |
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Interest earned from customers | (1) | (1) | (1) | |||||||||
| Foreign exchange difference, net | (2) | (2) | (2) | |||||||||
| Insurance recovery | ||||||||||||
| Penalties applied to suppliers | ||||||||||||
| Recovery related to discount of tax credits | ||||||||||||
| Trade discounts | ||||||||||||
| Gain on disposal of property, plant and equipment | ||||||||||||
| Income for growth and revaluation of biological assets | ||||||||||||
| Others | ||||||||||||
| (1) | Includes |
| (2) | Includes |
| 7.2. | Other operating expenses |
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Loss from the growth and revaluation of biological assets | ( | ) | ||||||||||
| Forestry expenses | ( | ) | ( | ) | ( | ) | ||||||
| Wind farms incident-related expenses | ( | ) | ||||||||||
| Net charge related to the provision for lawsuits and claims | ( | ) | ( | ) | ( | ) | ||||||
| Impairment of material and spare parts | ( | ) | ( | ) | ( | ) | ||||||
| Trade and tax interests | ( | ) | ( | ) | ( | ) | ||||||
| Charge related to discount of tax credits | ( | ) | ||||||||||
| Agreement with CAMMESA - Resolutions SE N° 58/2024 and 66/2024 (Note 1.2.p) | ( | ) | ||||||||||
| Net charge related to the allowance for doubtful accounts and other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Property, plant and equipment disposal | ( | ) | ( | ) | ||||||||
| Others | ( | ) | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | ( | ) | |||||||
| F-54 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 7.3. | Finance income |
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Interest earned | ||||||||||||
| Net income on financial assets at fair value through profit or loss (1) | ||||||||||||
| Interest rate swap income | ||||||||||||
| Others (2) | ||||||||||||
| (1) | Net of |
| (2) | Includes |
| 7.4. | Finance expenses |
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Interest on loans | ( | ) | ( | ) | ( | ) | ||||||
| Foreign exchange differences | ( | ) | ( | ) | ( | ) | ||||||
| Bank commissions for loans and others | ( | ) | ( | ) | ( | ) | ||||||
| Interest rate swap expense | ( | ) | — | — | ||||||||
| Others | ( | ) | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | ( | ) | |||||||
| 8. | Income tax |
The major components of income tax during the years ended December 31, 2025, 2024 and 2023, are the following:
Consolidated statements of income and comprehensive income
Consolidated statement of income
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Current income tax | ||||||||||||
| Income tax charge for the year | ( | ) | ( | ) | ( | ) | ||||||
| Variation between provision and tax return | (1) | ( | ) | |||||||||
| Deferred income tax | ||||||||||||
| Related to the net variation in temporary differences | ( | ) | ( | ) | ||||||||
| Income tax | ( | ) | ( | ) | ( | ) | ||||||
| Consolidated statement of comprehensive income | ||||||||||||
| Deferred income tax | ( | ) | ( | ) | ||||||||
| Income tax (charged) credited to other comprehensive income | ( | ) | ( | ) | ||||||||
(1) Includes 29,426,565 corresponding to the inflation adjustment of tax loss carryforwards.
| F-55 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The reconciliation between income tax in the consolidated statement of income and the accounting income multiplied by the statutory income tax rate for the years ended December 31, 2025, 2024 and 2023, is as follows:
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Income before income tax | ||||||||||||
| At statutory income tax rate 35% | ( | ) | ( | ) | ( | ) | ||||||
| Effect of dividends received from associates | ||||||||||||
| Spin-off of ECOGAS Group (Note 3.1) | ||||||||||||
| Effect related to the discount of income tax payable | ( | ) | ( | ) | ||||||||
| Variation between provision and tax return | ( | ) | ||||||||||
| Tax inflation adjustment and accounting inflation effect | ( | ) | ( | ) | ( | ) | ||||||
| Used tax-loss carryforwards | ||||||||||||
| Non- taxable financial earnings | ||||||||||||
| Results from growth and revaluation of biological assets | ( | ) | ||||||||||
| Business combination tax effects | ||||||||||||
| Others | ( | ) | ||||||||||
| Income tax for the year | ( | ) | ( | ) | ( | ) | ||||||
Deferred income tax
Deferred income tax relates to the following:
| Consolidated
statement of financial position | Consolidated statement of income and statement of other comprehensive income | |||||||||||||||||||
| 12-31-2025 | 12-31-2024 | 2025 | 2024 | 2023 | ||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||
| Trade receivables | ( | ) | ||||||||||||||||||
| Other financial assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Provisions and others | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Employee benefit liability | ( | ) | ||||||||||||||||||
| Investments in associates | ( | ) | ( | ) | ||||||||||||||||
| Property, plant and equipment - Material & spare parts - Intangible assets | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Deferred tax income | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Tax loss carry-forward | ( | ) | ( | ) | ||||||||||||||||
| Tax inflation adjustment - Asset | ( | ) | ( | ) | ||||||||||||||||
| Tax inflation adjustment - Liability | ( | ) | ( | ) | ||||||||||||||||
| Deferred income tax expense | ( | ) | ( | ) | ||||||||||||||||
| Deferred income tax liabilities, net | ( | ) | ( | ) | ||||||||||||||||
Deferred income tax liability, net, disclosed in the consolidated statement of financial position
| Consolidated statement of financial position | ||||||||
| 12-31-2025 | 12-31-2024 | |||||||
| ARS 000 | ARS 000 | |||||||
| Deferred income tax asset | ||||||||
| Deferred income tax liability | ( | ) | ( | ) | ||||
| Deferred income tax liability, net | ( | ) | ( | ) | ||||
As of December 31, 2025, the Group holds
tax loss carryforwards in its subsidiaries amounting to
The subsidiaries CP Achiras S.A.U. and
PS Cafayate S.R.L. enrolled in ARCA’s payment plan, which is governed by Resolution No. 5684 published on April 30, 2025.
The related liability is included under “Income tax payable” within current and non-current liabilities and amounted to
| F-56 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 9. | Earnings per share |
Earnings per share amounts are calculated by dividing net income for the year attributable to the owners of the parent by the weighted average number of ordinary shares during the year, net of the number of treasury shares.
There are no transactions or items generating a dilutive effect.
The following reflects information on income and the number of shares used in the earnings per share computations:
| 2025 | 2024 | 2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Net income attributable to equity holders of the parent | ||||||||||||
| Weighted average number of ordinary shares (1) | ||||||||||||
| (1) | The weighted average number of shares takes into account the weighted average effect of changes in treasury shares during the year |
There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of issuance of these consolidated financial statements that may produce a dilutive effect.
| 10. | Inventories |
| 12-31-2025 | 12-31-2024 | |||||||
| ARS 000 | ARS 000 | |||||||
| Non-current: | ||||||||
| Materials and spare parts | ||||||||
| Provision for impairment in value (Note 10.1) | ( | ) | ( | ) | ||||
| Current: | ||||||||
| Materials and spare parts | ||||||||
| Forest inventories | ||||||||
| Fuel oil | ||||||||
| Gas oil | ||||||||
| 10.1. | Provision for obsolete inventory |
| 12-31-2025 | 12-31-2024 | |||||||||||||||||||||||||
| Item | At beginning | Increases | Decreases | Recoveries | At end | At end | ||||||||||||||||||||
| Inventories | ( | ) | ||||||||||||||||||||||||
| Total 12-31-2025 | ( | ) | ||||||||||||||||||||||||
| Total 12-31-2024 | ||||||||||||||||||||||||||
| F-57 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 11. | Property, plant and equipment |
| Lands and buildings | Electric power facilities and other equipment | Wind turbines | Gas turbines | Construction in progress | Other | Total | |||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | |||||||||||||||||||||||
| Cost | |||||||||||||||||||||||||||||
| 01-01-2024 | |||||||||||||||||||||||||||||
| Additions | |||||||||||||||||||||||||||||
| Transfers | ( | ) | |||||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| 12-31-2024 | |||||||||||||||||||||||||||||
| Additions | |||||||||||||||||||||||||||||
| Transfers | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| 12-31-2025 | |||||||||||||||||||||||||||||
| Lands and buildings | Electric power facilities and other equipment | Wind turbines | Gas turbines | Construction in progress | Other | Total | ||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||
| Depreciation and impairment | ||||||||||||||||||||||||||||
| 01-01-2024 | ||||||||||||||||||||||||||||
| Depreciation for the year | ||||||||||||||||||||||||||||
| Disposals and Impairment | ||||||||||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||||||||||
| Depreciation for the year | ||||||||||||||||||||||||||||
| Transfers | ( | ) | ||||||||||||||||||||||||||
| Disposals and (Impairment reversal) / Impairment, net | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||||||||||
| Net book value: | ||||||||||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||||||||||
| F-58 |
| Table of Contents |
CENTRAL PUERTO S.A. |
12. Intangible assets
| Concession right | Transmission lines and electrical substations for wind farms | Turbogas and turbosteam supply agreements for thermoelectrical station Brigadier López | Total | |||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | |||||||||||||
| Cost | ||||||||||||||||
| 01-01-2024 | ||||||||||||||||
| Transfers | ||||||||||||||||
| 12-31-2024 | ||||||||||||||||
| Transfers | ||||||||||||||||
| 12-31-2025 | ||||||||||||||||
| Amortization and impairment | ||||||||||||||||
| 01-01-2024 | ||||||||||||||||
| Depreciation for the year | ||||||||||||||||
| Disposals and (Impairment reversal) / Impairment, net | ||||||||||||||||
| 12-31-2024 | ||||||||||||||||
| Depreciation for the year | ||||||||||||||||
| Disposals and (Impairment reversal) / Impairment, net | ( | ) | ( | ) | ||||||||||||
| 12-31-2025 | ||||||||||||||||
| Net book value: | ||||||||||||||||
| 12-31-2025 | ||||||||||||||||
| 12-31-2024 | ||||||||||||||||
Concession right of Piedra del Águila hydroelectric power plant
Includes the amounts paid as consideration for the rights granted by the Argentine government relating to the concession of the hydroelectric complex located on the Limay River in Piedra del Águila, Province of Neuquén, awarded for a 30-year term from the date of taking possession of such hydroelectric complex. The concession term terminated on December 29, 2023, and was extended until December 31, 2025 (see Note 1.2.5).
Transmission lines and transformer substations of the Achiras, La Castellana, La Genoveva, La Genoveva II and Manque wind farms
The Group finished the construction of the La Castellana, Achiras, La Genoveva, La Genoveva II and Manque wind farms, in which it was agreed to build high- and medium-voltage transmission lines and transformer substations to connect the wind farms to the Argentine Interconnection System (“SADI”). A portion of these works was transferred to the companies responsible for electricity transmission, which are in charge of the maintenance of the transferred facilities. Consequently, the Group recognized intangible assets related to the construction of the aforementioned facilities.
Turbogas and turbosteam supply agreements for Brigadier Lopez thermoelectric power plant
During fiscal year 2019, as a result of the business combination related to the acquisition of the Brigadier Lopez thermoelectric power plant, the Group recognized an intangible asset related to turbogas and turbosteam supply agreements entered into with CAMMESA regarding to the Brigadier Lopez thermoelectric power plant.
| F-59 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 13. | Financial assets and liabilities |
13.1. Trade and other receivables
| 12-31-2025 | 12-31-2024 | |||||||
| ARS 000 | ARS 000 | |||||||
| Non-current: | ||||||||
| Trade receivables - CAMMESA | ||||||||
| Receivables from shareholders (Note 18) | ||||||||
| Other receivables | ||||||||
| Current: | ||||||||
| Trade receivables - CAMMESA | ||||||||
| Trade receivables - YPF S.A. and YPF Energía Eléctrica S.A. | ||||||||
| Trade receivables - Large users | ||||||||
| Trade receivables - Forest clients | ||||||||
| Receivables from associates and other related parties (Note 18) | ||||||||
| Guarantee deposits | ||||||||
| Insurance claims receivable | ||||||||
| Other receivables | ||||||||
| Allowance for doubtful accounts (Note 13.1.1) | ( | ) | ( | ) | ||||
For the terms and conditions of receivables from related parties, refer to Note 18.
Trade receivables from CAMMESA accrue interest, once they become due.
The Company accrues interests on CVO receivables since the Commercial Approval date and according to the rate agreed in the CVO agreement, as described in Note 1.2.a).
Trade receivables related to large users accrue interest as stipulated in each individual agreement. The average collection term is generally from 30 to 90 days.
CVO receivables
As described in Note 1.2.a), in 2010 the Company approved the “CVO agreement” and as from March 20, 2018, CAMMESA granted the “Commercial Approval”.
Receivables under the CVO agreement are disclosed under “Trade receivables - CAMMESA”.
As a consequence of the Commercial Approval and in accordance with the CVO agreement, the Company collects the CVO receivables converted into U.S. dollars in 120 equal and consecutive installments.
CVO receivables are expressed in USD,
and they accrued interest at a rate of LIBOR plus 5%. Due to the fact that the LIBOR rate was discontinued on June 30, 2023, for the purpose
of determining the applicable interest rate, such rate has been replaced by the Secured Overnight Financing Rate (SOFR) published by the
CME (Chicago Mercantile Exchange) plus a fixed spread of
During the years ended December 31,
2025, 2024 and 2023, collections of CVO receivables belonging to CPSA amounted to
The information on the Group’s objectives and credit risk management policies is included in Note 19.
| F-60 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The breakdown by due date of trade and other receivables as of the respective dates is as follows:
| Past due | ||||||||||||||
| Total | To due | Up to 90 days | 91 - 180 days | 181 - 270 days | 270 - 360 days | More than 360 days | ||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||
| 12-31-2025 | |
|
|
|
|
|
| |||||||
| 12-31-2024 | |
|
|
|
|
|
| |||||||
13.1.1. Allowance for doubtful accounts
| 12-31-2025 | 12-31-2024 | |||||||||||||||||||||||
| Item | At beginning | Increases | Decreases | Recoveries | At end | At end | ||||||||||||||||||
| Allowance for doubtful accounts - Trade receivables and other receivables | ( | )(1) | ( | ) | ||||||||||||||||||||
| Total 12-31-2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Total 12-31-2024 | ( | ) | ||||||||||||||||||||||
| (1) | Loss on net monetary position. |
13.2. Trade and other payables
| 12-31-2025 | 12-31-2024 | ||
| ARS 000 | ARS 000 | ||
| Non Current: | |||
| Trade and other payables | |||
| Current: | |||
| Trade and other payables | |
| |
| Payables to associates and other related parties (Note 18) | | ||
| |
|
Trade payables are non-interest bearing and are normally settled on 60-day terms.
The information on the Group’s objectives and financial risk management policies is included in Note 19.
For the terms and conditions of payables to related parties, refer to Note 18.
| F-61 |
| Table of Contents |
CENTRAL PUERTO S.A. |
13.3. Loans and borrowings
| 12-31-2025 | 12-31-2024 | |||
| ARS 000 | ARS 000 | |||
| Non-current | ||||
| Long-term loans for project financing (Notes 13.3.1, 13.3.2, 13.3.3, 13.3.4, 13.3.8 y 13.3.10) | |
(1) | |
(1) |
| Corporate bonds - CPSA Program (Note 13.3.6) | |
(1) | |
(1) |
| |
|
|||
| Current | ||||
| Long-term loans for project financing (Notes 13.3.1, 13.3.2, 13.3.3, 13.3.4, 13.3.8 y 13.3.10) | |
(1) | |
(1) |
| Short-term loans for import financing (Note 13.3.11) | |
|||
| Corporate bonds - CPSA Program (Note 13.3.6) | |
(1) | |
(1) |
| Bank and investment accounts overdrafts | |
|
||
| Loan origination costs payable (Note 13.3.12) | |
|||
| |
|
| (1) | Net of debt issuance costs. |
13.3.1. Loans from the IIC-IFC Facility
On October 20, 2017 and January 17,
2018, CP La Castellana S.A.U. and CP Achiras S.A.U., respectively, agreed on the structuring of a series of loan agreements in favor of
CP La Castellana S.A.U. and CP Achiras S.A.U., for a total amount of USD
In accordance with the terms of the
agreement subscribed by CP La Castellana S.A.U., USD
In accordance with the terms of the
agreement subscribed by CP Achiras, USD
As per the executed loan agreement and among other obligations undertaken, the subsidiaries CP La Castellana and CP Achiras have committed to maintain a Historical Senior Debt Service Coverage Ratio of at least 1.05:1.00, and such ratio may not be lower than 1.20:1.00 for more than eight consecutive quarters. These ratios must be maintained until the project completion date and are calculated by dividing the sum of EBITDA of the four most recent financial quarters prior to the calculation date by the sum of all scheduled debt service payments due in those four quarters.
In addition, as a guarantee of the obligations undertaken, the subsidiaries CP La Castellana and CP Achiras maintain in favor of IFC and IIC a first-ranking registered pledge over the financed assets.
Other related agreements and documents, such as the Guarantee and Sponsor Support Agreement (the “Guarantee Agreement” pursuant to which CPSA fully, unconditionally and irrevocably guaranteed, as principal obligor, all payment obligations undertaken by CP La Castellana and CP Achiras until the projects reach the project completion date), hedging agreements, a guarantee trust, a mortgage, share pledge agreements, wind turbine security agreements, direct agreements and promissory notes have been signed.
| F-62 |
| Table of Contents |
CENTRAL PUERTO S.A. |
As of February 16, 2023, CP La Castellana and CP Achiras have fulfilled all the requirements and conditions to certify the occurrence of the project compliance date. As a result, the Guarantee Agreement posted by CPSA was released.
The Company also agreed to maintain, unless otherwise consented to in writing by each Senior Creditor, ownership and control of CP La Castellana and CP Achiras as follows: (i) until each project completion date, (a) it shall maintain (x) directly or indirectly, at least seventy percent (70%) beneficial ownership of CP La Castellana and CP Achiras; and (y) control of CP La Castellana and CP Achiras; and (b) CP Renovables S.A. (“CPR”) shall maintain (x) directly, ninety-five percent (95%) beneficial ownership of CP La Castellana and CP Achiras; and (y) control of CP La Castellana and CP Achiras. In addition, (ii) after each project completion date, the Company shall maintain (x) directly or indirectly, at least fifty point one percent (50.1%) beneficial ownership of each of CP La Castellana, CP Achiras and CP Renovables; and (y) control of each of CP La Castellana, CP Achiras and CP Renovables; and (b) CP Renovables shall maintain control of CP La Castellana and CP Achiras. As a result of the merger by absorption between CPSA and CPR described in Note 18, as from October 1, 2025, the obligations originally assumed by CPR are fulfilled by CPSA. Finally, in order to be able to distribute dividends, certain requirements must be fulfilled by CP Achiras and CP La Castellana.
As of December 31, 2025, the Group has complied with all the requirements established in the loan agreements.
Under the executed guarantee trust
agreement, as of December 31, 2025 and 2024, there are trade receivables with specific assignment amounting to
As of December 31, 2025, and 2024,
the outstanding balance of these loans amounts to
| 13.3.2. | Borrowing from Kreditanstalt für Wiederaufbau (“KfW”) |
On March 26, 2019, the Company entered
into a loan agreement with KfW for an amount of up to USD
In accordance with the terms of the
agreement, the loan accrues an interest rate equal to LIBOR plus
Pursuant to the loan agreement, among other obligations, CPSA has agreed to maintain a debt ratio of no more than 3.5:1.00 as of December 31 of each year. The Company has complied with this requirement.
As of December 31, 2025, and 2024,
the balance of this loan amounts to
| 13.3.3. | Loan from the IFC to the subsidiary Vientos La Genoveva S.A.U. |
On June 21, 2019, Vientos La Genoveva
S.A.U., a CPSA subsidiary, signed a loan agreement with IFC on its own behalf, as Eligible Hedge Provider and as an implementation entity
of the Managed Co-Lending Portfolio Program (MCPP) administered by IFC, for an amount of USD
Pursuant to the terms of the agreement
signed with Vientos La Genoveva S.A.U., this loan accrued an interest rate equal to LIBO plus
| F-63 |
| Table of Contents |
CENTRAL PUERTO S.A. |
As per the executed loan agreement and among other obligations undertaken, the subsidiary Vientos La Genoveva S.A.U. has committed to maintain a Historical Senior Debt Service Coverage Ratio of at least 1.05:1.00, and such ratio may not be lower than 1.20:1.00 for more than eight consecutive quarters. Such ratio is calculated by dividing the aggregate EBITDA for the most recent four financial quarters prior to the calculation date by the amount of all scheduled debt payments due in those four quarters.
In addition, as a guarantee of the obligations undertaken, the subsidiary Vientos La Genoveva S.A.U. maintains in favor of IFC a first-ranking registered pledge over the financed assets.
Other related agreements and documents, such as the Guarantee and Sponsor Support Agreement (the “Guarantee Agreement” pursuant to which CPSA fully, unconditionally and irrevocably guaranteed, as principal obligor, all payment obligations undertaken by Vientos La Genoveva S.A.U. until the project reaches the project completion date), hedging agreements, a guarantee trust, share pledge agreements, wind turbine security agreements, direct agreements and promissory notes have been signed.
Pursuant to the Guarantee Agreement, among other obligations undertaken, CPSA had committed, until the project completion date, to maintain (i) a leverage ratio of not more than 3.5:1.00; and (ii) an interest coverage ratio of not less than 2.00:1.00. In addition, CPSA, upon certain conditions, agreed to make certain equity contributions to Vientos La Genoveva S.A.U.
On November 29, 2024, Vientos La Genoveva S.A.U. fulfilled all the requirements and conditions required to evidence the occurrence of the project completion date, and therefore the Guarantee Agreement granted by CPSA was released.
Finally, there are certain requirements to be fulfilled in order to distribute dividends from Vientos La Genoveva S.A.U.
As of December 31, 2025, the Group has met all the requirements detailed above set forth in the loan agreement.
Under the executed guarantee trust
agreement, as of December 31, 2025, and 2024, there are trade receivables with specific assignment amounting to
As of December 31, 2025, and 2024,
the balance of this loan amounts to
| 13.3.4. | Loans from Banco de Galicia y Buenos Aires S.A. to subsidiary Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) |
On July 23, 2019, subsidiary Puerto
Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) entered into a loan agreement with Banco de Galicia
y Buenos Aires S.A. for an amount of USD
According to the terms of the
agreement executed, this loan accrued an interest rate equal to LIBO plus
Within the framework of this loan agreement, subsidiary Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) had committed to maintain: (i) a ratio between financial debt and EBITDA of less than 3.75 until the end of June 2025 and 2.25 thereafter; and (ii) a ratio between EBITDA and financial debt service of more than 1.00 until the end of June 2025 and 1.10 thereafter, both until the full repayment of all amounts owed. On June 18, 2025, as a result of the amendment issued by Banco de Galicia y Buenos Aires S.A. in connection with the merger by absorption of CPRES, CP Manque S.A.U. and CP Los Olivos S.A.U., Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) committed to maintain: (i) a ratio between financial debt and EBITDA of less than 3.75; and (ii) a ratio between EBITDA and financial debt service of more than 1.00, both until the full repayment of all amounts owed. Finally, there are certain requirements that such subsidiary must fulfill in order to distribute dividends. As of December 31, 2025, the subsidiary has complied with the aforementioned requirements.
| F-64 |
| Table of Contents |
CENTRAL PUERTO S.A. |
On May 24, 2019, CPRES (a company
currently absorbed by Puerto Energía Renovables S.A.U.) entered into a loan agreement with Banco de Galicia y Buenos Aires S.A.
for an amount of USD
Pursuant to the executed loan agreement, subsidiary CPRES had committed to maintain certain financial ratios until the full repayment of all amounts owed. Effective from June 29, 2024 and until June 28, 2025, subsidiary CPRES had obtained waivers from compliance with such ratios and other covenants under the agreement, in relation to wind farm incident included in the “other operating expenses” line item of the statement of income for the year ended December 31, 2024. As a result of the corporate reorganization through which CPRES was absorbed by Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) as from June 18, 2025 the ratios to be complied with are those previously mentioned in relation to the loan granted to Vientos La Genoveva II.
In addition, as security for the obligations undertaken, subsidiary Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) maintains in favor of Banco de Galicia y Buenos Aires S.A. a first ranking registered pledge over the financed assets.
Other related agreements and documents, such as the Surety (pursuant to which CPSA fully, unconditionally and irrevocably guaranteed, as principal obligor, all payment obligations assumed by Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) and CPRES until the full repayment of the guaranteed obligations or until the project reaches the project completion date, whichever occurs first), share pledge agreements, wind turbine security agreements, direct agreements and promissory notes have been executed.
On September 3, 2021, Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) and CPRES fulfilled all the requirements and conditions required to evidence the occurrence of the project completion date, and therefore the Surety granted by the Company was released.
As of December 31, 2025, and 2024,
the balance of these loans amounts to
| 13.3.5. | Financial trust corresponding to Thermal Station Brigadier López |
Within the framework of the acquisition
of the Thermal Station Brigadier López, the Company assumed the capacity of settlor in the financial trust previously entered into
by Integración Energética Argentina S.A., the former owner of the Thermal Station. The financial debt balance at the transfer
date of the Thermal Station was USD
According to the provisions of the
trust agreement, the financial debt accrued an interest rate equal to the LIBO rate plus
Pursuant to the trust agreement, as
of December 31, 2025 and 2024, there are trade receivables with specific assignment amounting to
During December 2024, CPSA initiated an arbitration before the Buenos Aires Stock Exchange in order to recover the amounts corresponding to the reserve fund and proceed with the subsequent dissolution of the Trust. In April 2026, the Company was notified of a final award issued by the arbitral tribunal in its favor, pursuant to which the tribunal ordered the reimbursement of amounts held in the reserve fund, plus interest at an annual rate of 6% from April 2022. The final amount to be recovered has not yet been determined, as the liquidation of the corresponding amounts by the parties is still pending.
| 13.3.6. | CPSA Notes Program |
On July 31, 2020, the Special Shareholders’
Meeting of the Company approved the creation of a new global issuance program of notes for a maximum amount outstanding at any time during
the term of the program of USD
| F-65 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Within this program framework, the
Company issued three types of notes: a) On September 17, 2023, the subscription and settlement of the Class A Note took place, denominated,
paid-in and payable in US dollars abroad. The characteristics of this Note are the following: i) face value issued: USD
On October 20, 2023, the Company decided
to reopen the Class A Note, a procedure that allows offering in the market a negotiable instrument that replicates all the conditions
of the previously issued note, incorporating on this occasion the interest rate determined in the original offer (7%) and bidding the
price. As a result of this process, the Company issued an additional USD
On August 28, 2025, the Company decided
to reopen the Class C Note, issuing an additional USD
On October 17, 2025, the Class B Notes were fully repaid.
Subsequent to year-end, on January 16, 2026, the Company carried out the early redemption of the Class A Note, which included the full repayment of the face value and interest accrued up to such date.
| 13.3.7. | CPSA´s Shares Buyback Programs |
Considering the volatility of the market and the divergence between the market price of the Company’s shares and the current economic reality or future potential of its assets, to the detriment of the interests of the Company’s shareholders, and taking into account the Company’s historically strong cash position and availability of funds, the Board of Directors has implemented several treasury share buyback programs, ensuring in each case that treasury shares do not exceed the legal limit of 10% of the issued share capital.
On October 13, 2022, the Company’s Board of Directors approved the creation of a treasury share buyback program for a maximum amount of up to USD and for a term of 180 calendar days. Such program expired on April 11, 2023. Under this program, the Group repurchased shares with a par value of ARS 1, for a total amount of (see Note 16).
On August 24, 2023, the Company’s Board of Directors approved the creation of a new treasury share buyback program for a maximum amount of up to USD and for a term of 180 calendar days. Such program expired on February 20, 2024. Under this program, the Group repurchased shares with a par value of ARS 1, for a total amount of . The deadline for the disposal of such shares, in accordance with the Capital Markets Law, expires on October 11, 2026.
On September 25, 2025, the Company’s Board of Directors approved the creation of a new treasury share buyback program, in accordance with the regulations in force, for a maximum amount of up to USD and for a term of 180 calendar days, subject to any renewal or extension thereof. The buyback procedure may be carried out by the Company and/or its subsidiaries, with a daily transaction limit of up to 25% of the average daily trading volume of the shares in the markets where they are listed, calculated based on the previous 90 trading business days. As of December 31, 2025, the Group repurchased shares with a par value of ARS 1, for a total amount of . The deadline for the disposal of such shares expires on October 17, 2028.
| F-66 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Transactions carried out under these programs have been recorded as treasury share acquisitions in accordance with IAS 32 and the applicable CNV regulations; therefore, the consideration paid was recognized directly in equity.
| 13.3.8. | Mitsubishi Corporation Loan |
On November 29, 1996, Central Costanera
S.A. entered into an agreement with Mitsubishi Corporation for the installation of a turnkey combined cycle power generation plant. The
original agreement included a USD
On October 27, 2014, Central Costanera
S.A. and Mitsubishi Corporation agreed to the restructuring of this liability. Among the main restructuring conditions, the following
stand out: accrued and accumulated interest forgiveness as of September 30, 2014 amounting to USD
Considering the restrictions imposed at the time by the Argentine Central Bank (see Note 22), several amendments to the loan agreement were entered into since September 30, 2020.
The loan includes certain financial restrictions, which as of December 31, 2025 have been fully met by Central Costanera S.A. Moreover, as a guarantee of the obligations undertaken, Central Costanera S.A. maintains a first-ranking registered pledge over the financed asset in favor of Mitsubishi Corporation, the amount of which has varied depending on the refinancing obtained.
As of December 31, 2025, and 2024,
the outstanding balance of the liability amounted to
| 13.3.9. | Loan from Equinor Wind Power AS |
As a result of the acquisition of
the Guañizuil II A solar park in 2023, the Group assumed the liabilities corresponding to the loan granted to the subsidiary Cordillera
Solar VIII S.A., currently named CP Cordillera Solar S.A. (“CPCS”), by its previous shareholder Equinor Wind Power AS for
a capital amount of USD
On October 18, 2023, both parties
agreed to a refinancing plan for a period of 24 months counted as from the refinancing date at an annual interest rate of
Moreover, as a result of the acquisition,
the Group assumed the liabilities corresponding to the Junior Shareholder Loan Agreement granted to CPCS for an outstanding balance of
USD
On September 6 and October 7, 2024, both loans were fully repaid, and the related guarantees were released.
| F-67 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 13.3.10. | Loan from Banco Santander International |
On October 18, 2023, the subsidiary
CPCS agreed to a financing agreement with Banco Santander International for an amount of USD
On October 20, 2025, the loan was fully repaid upon its maturity.
As of December 31, 2024, the outstanding
balance of this loan amounted to
| 13.3.11. | Short-term loans for import financing |
On November 4, 2024, the subsidiary
Central Costanera S.A. entered into a short-term loan agreement with Banco Santander S.A. (Uruguay) for a total amount of USD
As of December 31, 2024, the subsidiary
Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) maintained several short-term loans with Banco
Santander S.A. (Uruguay) for a total amount of USD
| 13.3.12. | Loans with IFC and Banco de Galicia y Buenos Aires S.A. |
On December 19, 2025, the Company
entered into a loan agreement with IFC for an amount of USD
In accordance with the terms and
conditions of the agreement, the loan bears interest at a rate equal to SOFR plus
Once the loan disbursement is made, CPSA has agreed to maintain an Adjusted Interest Coverage Ratio of at least 2.00:1.00 and a Net Financial Debt to Adjusted EBITDA ratio of no more than 3.00:1.00, tested quarterly on a last twelve months consolidated basis. Moreover, the loan agreement contains customary covenants for facilities of this type, including: (i) certain limitations on consolidations, mergers and sales of assets; (ii) restrictions on incurring additional indebtedness; (iii) limitations on paying dividends; (iv) limitations on making capital expenditures and (v) restrictions on the incurrence of liens. The financial and customary covenants described above will be applicable once the disbursements would be received.
On April 16, 2026, the Company received a first disbursement of USD 50 million from the mentioned loan.
Additionally, on January 5, 2026,
the Company agreed on a bridge financing with Banco de Galicia y Buenos Aires S.A. for an amount of USD
| F-68 |
| Table of Contents |
CENTRAL PUERTO S.A. |
13.4. Changes in liabilities arising from financing activities
| 01-01-2025 | Incorporation by acquisition of companies | Payments (1) | Non-cash transactions | Disbursements (2) | Other (3) | 12-31-2025 | ||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||||
| Loans and borrowings | ( | ) | ||||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||||
| Loans and borrowings | ( | ) | ( | ) | ||||||||||||||||||||||||
| 01-01-2024 | Incorporation by acquisition of companies | Payments (1) | Non-cash transactions | Disbursements (2) | Other (3) | 12-31-2024 | ||||||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ||||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||||
| Loans and borrowings | ( | ) | ( | ) | ||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||||
| Loans and borrowings | ( | ) | ( | ) | ||||||||||||||||||||||||
| (1) | As of December 31, 2025 and 2024, includes NON-CASH movements (payments through the TRUST), in 6,663,056 and 6,485,680, respectively |
| (2) | As of December 31, 2025 and 2024, includes NON-CASH movements (disbursements received through the pre-financing), in 1,901,443 and 17,844,107, respectively. |
| (3) | As of December 31, 2025 and 2024, includes paid interest in 33,264,376 and 57,504,610, respectively |
The “Non-cash transactions”
column includes the result from exposure to changes in the purchasing power of the currency, which amounted to
13.5. Quantitative and qualitative information on fair values
Information on the fair value of financial assets and liabilities by category
The following tables provide a comparison by category of the carrying amounts and the relevant fair values of financial assets and liabilities.
| Carrying amount | Fair value | |||||||||||||||
| 12-31-2025 | 12-31-2024 | 12-31-2025 | 12-31-2024 | |||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | |||||||||||||
| Financial assets | ||||||||||||||||
| Trade and other receivables | ||||||||||||||||
| Other financial assets | ||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||
| Total | ||||||||||||||||
| Financial liabilities | ||||||||||||||||
| Loans and borrowings | ||||||||||||||||
| Total | ||||||||||||||||
| F-69 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Valuation techniques
The fair value reported in connection with the abovementioned financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
Management assessed that the fair values of current trade receivables approximate their carrying amounts largely due to the short-term maturities of these instruments.
The Group measures long-terms receivables at fixed and variable rates based on discounted cash flows. The valuation requires that the Group adopt certain assumptions such as interest rates, specific risk factors of each transaction and the creditworthiness of the customer.
Fair value of quoted debt securities, mutual funds, stocks and corporate bonds is based on price quotations at the end of each reporting period.
Fair value of loans and borrowings approximates their book value.
Fair value hierarchy
The following tables provide, by level within the fair value measurement hierarchy, as described in Note 2.2.2, the Company’s financial assets, that were measured at fair value on recurring basis as of December 31, 2025, and 2024:
| Measurement date | Fair value measurement using: | |||||||||||||||||
| 12-31-2025 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | |||||||||||||||
| Assets measured at fair value | ||||||||||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||||||
| Mutual funds | 12.31.2025 | |||||||||||||||||
| Public debt securities | 12.31.2025 | |||||||||||||||||
| Stocks and corporate bonds | 12.31.2025 | |||||||||||||||||
| Interest rate swap | 12.31.2025 | |||||||||||||||||
| Interest in companies (Note 20.5) | 12.31.2025 | |||||||||||||||||
| Total financial assets measured at fair value | ||||||||||||||||||
| Measurement date | Fair value measurement using: | |||||||||||||||||
| 12-31-2024 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | |||||||||||||||
| Assets measured at fair value | ||||||||||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||||||
| Mutual funds | 12.31.2024 | |||||||||||||||||
| Public debt securities | 12.31.2024 | |||||||||||||||||
| Stocks and corporate bonds | 12.31.2024 | |||||||||||||||||
| Interest rate swap | 12.31.2024 | |||||||||||||||||
| Interest in companies (Note 20.5) | 12.31.2024 | |||||||||||||||||
| Total financial assets measured at fair value | ||||||||||||||||||
There were no transfers between hierarchies and there were no significant variations in assets values.
The information on the Group’s objectives and financial risk management policies is included in Note 19.
| F-70 |
| Table of Contents |
CENTRAL PUERTO S.A. |
13.6. Other financial assets
| 12-31-2025 | 12-31-2024 | |||||||
| Book value | Book value | |||||||
| ARS 000 | ARS 000 | |||||||
| CURRENT ASSETS | ||||||||
| Financial assets at fair value through profit or loss | ||||||||
| Public debt securities issued by the National Government | ||||||||
| Public debt securities – T-BILLs | ||||||||
| Mutual funds | ||||||||
| Stocks and corporate bonds | ||||||||
| Mutual loan agreements | ||||||||
| Interest rate swap | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Financial assets at fair value through profit or loss | ||||||||
| Mutual funds | ||||||||
| Interest rate swap | ||||||||
| Interest in companies - AbraSilver Resource Corp | ||||||||
| Others | ||||||||
| Fees to secure financing (Note 13.3.12) | ||||||||
| Unquoted shares: | ||||||||
| – TSM | ||||||||
| – TMB | ||||||||
The information on the objectives and financial risk management policies is included in Note 19.
| F-71 |
| Table of Contents |
CENTRAL PUERTO S.A. |
13.7. Financial assets and liabilities in foreign currency
| 12-31-2025 | 12-31-2024 | |||||||||||||||||||||||||||
| Cuenta | Currency and amount (in thousands) | Effective exchange rate (1) | Book value | Currency and amount (in thousands) | Book value | |||||||||||||||||||||||
| ARS 000 | ARS 000 | |||||||||||||||||||||||||||
| NON-CURRENT ASSET | ||||||||||||||||||||||||||||
| Trade and other receivables | USD | (2) | USD | |||||||||||||||||||||||||
| Other financial assets | USD | USD | ||||||||||||||||||||||||||
| CURRENT ASSETS | ||||||||||||||||||||||||||||
| Cash and cash equivalents | USD | USD | ||||||||||||||||||||||||||
| EUR | EUR | |||||||||||||||||||||||||||
| Other financial assets | USD | USD | ||||||||||||||||||||||||||
| Trade and other receivables | USD | (2) | USD | |||||||||||||||||||||||||
| USD | USD | |||||||||||||||||||||||||||
| USD | (3) | USD | ||||||||||||||||||||||||||
| USD | (4) | USD | ||||||||||||||||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||||||||||||||||
| Loans and borrowings | USD | USD | ||||||||||||||||||||||||||
| Trade and other payables | — | USD | ||||||||||||||||||||||||||
| Provisions | USD | — | ||||||||||||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||||||||||||||
| Loans and borrowings | USD | USD | ||||||||||||||||||||||||||
| Trade and other payables | USD | USD | ||||||||||||||||||||||||||
| EUR | EUR | |||||||||||||||||||||||||||
| SEK | SEK | |||||||||||||||||||||||||||
USD: US dollar. EUR: Euro.
SEK: Swedish Crown.
| (1) | At the exchange rate prevailing as of December 31, 2025, as per Banco de la Nación Argentina. |
| (2) | At the exchange rate according to Communication “A” 3500 (wholesale) prevailing as of December 31, 2025, as per the Argentine Central Bank. |
| (3) | At the selling exchange rate for banknotes prevailing as of December 31, 2025 as per the Argentine Central Bank. |
| (4) | At the selling exchange rate for foreign currency prevailing as of December 31, 2025 as per the Argentine Central Bank. |
| 14. | Non-financial assets and liabilities |
14.1. Other non-financial assets
| 12-31-2025 | 12-31-2024 | |||||||
| ARS 000 | ARS 000 | |||||||
| Non-current: | ||||||||
| Tax credits | ||||||||
| Income tax credits | ||||||||
| Prepayments to vendors | ||||||||
| Current: | ||||||||
| Prepayments to vendors | ||||||||
| Prepayment insurance | ||||||||
| Tax credits | ||||||||
| Others | ||||||||
| F-72 |
| Table of Contents |
CENTRAL PUERTO S.A. |
14.2. Other non-financial liabilities
| 12-31-2025 | 12-31-2024 | |||||||
| ARS 000 | ARS 000 | |||||||
| Non-current: | ||||||||
| VAT payable | ||||||||
| Tax on bank account transactions payable | ||||||||
| Current: | ||||||||
| VAT payable | ||||||||
| Turnover tax payable | ||||||||
| Income tax withholdings payable | ||||||||
| Concession fees and royalties | ||||||||
| Tax on bank account transactions payable | ||||||||
| Others | ||||||||
14.3. Compensation and employee benefits liabilities
| 12-31-2025 | 12-31-2024 | |||||||
| ARS 000 | ARS 000 | |||||||
| Non-current: | ||||||||
| Employee long-term benefits | ||||||||
| Current: | ||||||||
| Employee long-term benefits | ||||||||
| Vacation and annual statutory bonus | ||||||||
| Contributions payable | ||||||||
| Bonus accrual | ||||||||
| Others | ||||||||
The following tables summarize the components of net benefit expense recognized in the consolidated statement of income as long-term employee benefit plans and the changes in the long-term employee benefit liabilities recognized in the consolidated statement of financial position.
| 12-31-2025 | 12-31-2024 | 12-31-2023 | ||||||||||
| ARS 000 | ARS 000 | ARS 000 | ||||||||||
| Benefit plan expenses | ||||||||||||
| Cost of interest | ||||||||||||
| Cost of service for the current year | ||||||||||||
| Past service cost | ( | ) | ( | ) | ||||||||
| Expense recognized during the year | ||||||||||||
| Defined benefit obligation at beginning of year | ||||||||||||
| Incorporation from business combination | ||||||||||||
| Cost of interest | ||||||||||||
| Cost of service for the current year | ||||||||||||
| Past service cost | ( | ) | ( | ) | ||||||||
| Actuarial (Gains) losses | ( | ) | ( | ) | ||||||||
| Benefits paid | ( | ) | ( | ) | ( | ) | ||||||
| Decrease due to results on net monetary position | ( | ) | ( | ) | ( | ) | ||||||
| Defined benefit obligation at end of year | ||||||||||||
| F-73 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The main key assumptions used to determine the obligations as of year-end are as follows:
| Main key assumptions used | 2025 | 2024 | ||
| Discount rate | ||||
| Increase in the real annual salary | ||||
| Turn over of participants |
A one percentage point change in the discount rate applied would have the following effect:
| Increase | Decrease | |||||||
| ARS 000 | ARS 000 | |||||||
| Effect on the benefit obligation as of the 2025 year-end | ( | ) | ||||||
| Effect on the benefit obligation as of the 2024 year-end | ( | ) | ||||||
A one percentage point change in the annual salary assumed would have the following effect:
| Increase | Decrease | |||||||
| ARS 000 | ARS 000 | |||||||
| Effect on the benefit obligation as of the 2025 year-end | ( | ) | ||||||
| Effect on the benefit obligation as of the 2024 year-end | ( | ) | ||||||
As of December 31, 2025 and 2024, the Group had no assets in connection with employee benefit plans.
14.4. Income tax payable
| 12-31-2025 | 12-31-2024 | |||||||
| ARS 000 | ARS 000 | |||||||
| Income tax payable | ||||||||
| Income tax payable – Payment plan | ||||||||
| Total tax payable | ||||||||
| 15. | Cash and cash equivalents |
For the purpose of the consolidated statement of financial position and the consolidated statement of cash flow, cash and short-term deposits comprise the following items:
| 12-31-2025 | 12-31-2024 | |||||||
| ARS 000 | ARS 000 | |||||||
| Cash at banks and on hand | ||||||||
Bank balances accrue interest at variable rates based on the bank deposits daily rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective fixed short-term deposit rates.
| F-74 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 16. | Equity reserves and dividends |
On January 2, 2024, the Company’s
Board of Directors resolved to partially release the voluntary reserve allocated to dividend payments in order to distribute a dividend
equivalent to ARS
On April 30, 2024, the Company’s
Shareholders’ Meeting approved an increase in the legal reserve in the amount of
On November 7, 2024, the Company’s
Board of Directors resolved to partially release the voluntary reserve allocated to dividend payments in order to distribute a dividend
equivalent to ARS
On April 30, 2025, the Company’s
Shareholders’ Meeting approved an increase in the legal reserve in the amount of
Within the framework of the treasury share buyback program approved by the Company on October 11, 2022 (see Note 13.3.7), and pursuant to Section 67 of Argentine Capital Markets Law No. 26,831, the automatic cancellation of ordinary shares, each carrying one vote, took place. Such cancellation occurred because, after the three-year period from their acquisition (carried out between October 20 and November 23, 2022), the shares remained in treasury without being disposed of and without a shareholders’ resolution regarding their allocation.
As a result, the Company’s share
capital was automatically reduced by an amount equal to the nominal value of the cancelled shares, and the new share capital amounts to
The effects of the cancellation are disclosed in the statement of changes in equity under the accounts “Share capital – Treasury shares”, “Comprehensive adjustment of treasury shares”, “Cost of treasury shares”, with the difference recognized in “Unappropriated earnings”.
As of December 31, 2025, the Group holds treasury shares for a total of shares with a nominal value of ARS 1, of which shares are held by subsidiary Proener S.A.U., which were not acquired through the treasury share buyback programs described in Note 13.3.7.
In connection with loans described in Notes 13.3.1, 13.3.3, 13.3.4 and 13.3.8 there are certain requirements to be fulfilled by the subsidiaries CP Achiras S.A.U., CP La Castellana S.A.U., Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.), Central Costanera S.A. and Vientos La Genoveva S.A.U. in order for them to distribute dividends.
Dividends originated in profits obtained
during fiscal years initiated on or after January 1, 2018, that are to be paid to Argentine resident individuals and/or non-Argentine
residents, are subject to a
| F-75 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 17. | Provisions |
| 12-31-2025 | 12-31-2024 | |||||||||||||||||||||||
| Item | At beginning | Increases | Decreases | Recoveries | At end | At end | ||||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | ARS 000 | |||||||||||||||||||
| Current | ||||||||||||||||||||||||
| Provision for lawsuits and claims | ( | )(1) | ||||||||||||||||||||||
| Total 12-31-2025 | ( | ) | ||||||||||||||||||||||
| Total 12-31-2024 | ( | )(1) | ( | ) | ||||||||||||||||||||
| Non-current | ||||||||||||||||||||||||
| Provision for wind farms dismantling and solar farms | ( | )(1) | ||||||||||||||||||||||
| Total 12-31-2025 | ( | ) | ||||||||||||||||||||||
| Total 12-31-2024 | ( | )(1) | ||||||||||||||||||||||
| (1) | Relates to the effect of the inflation for the year. |
| 18. | Information on related parties |
The following table provides the transactions performed for the years ended December 31, 2025, 2024 and 2023, and the accounts payable to/receivable from related parties as of December 31, 2025, 2024 and 2023:
| Income | Expenses | Receivables and Other financial assets | Payables | |||||||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | |||||||||||||||||
| Associates: | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| Related companies: | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| 12-31-2025 | ||||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| Totales | 12-31-2025 | |||||||||||||||||||
| 12-31-2024 | ||||||||||||||||||||
| 12-31-2023 | ||||||||||||||||||||
| (1) | Associates and/or related companies until September 30, 2025. |
| (2) | Administrative, financial, commercial, human resources and general management services rendered under the terms of the management assistance agreement. The management assistance fee is calculated as a percentage of revenues. |
| (3) | Acquisition of natural gas for our thermal station located in Mendoza province. The purchase price was set according to current regulation of the natural gas market. |
| F-76 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Balances and transactions with shareholders
As of December 31, 2025 and 2024,
there are balances with shareholders amounting to
Note 3.1 describes the transactions with shareholders related to the spin-off and merger process of the ECOGAS Group.
During the years ended December 31, 2025 and 2024, the Group sold % and %, respectively, of its shareholding in subsidiaries, without resulting in a loss of control over such entities. In accordance with IFRS 10, the effects of these transactions were recognized directly in equity.
On January 7, 2025, the Shareholders’ Meeting of subsidiary CPR approved the redemption of all shares held by minority shareholders, except for one share retained by Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.), pursuant to Section 220, subsection 1 of the Argentine General Companies Law (“LGS”), and voluntarily reduced the share capital in accordance with Section 203 of the LGS. Subsequently, on March 31, 2025, CPSA acquired from Puerto Energía Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) the remaining CPR share. In accordance with IFRS 10, the effects of these transactions were recognized directly in equity.
On March 31, 2025, the Board of Directors
of CPSA approved a corporate reorganization, pursuant to which, subject to the approval of the Shareholders’ Meetings of the companies
involved, CPSA absorbs the assets and liabilities of its subsidiary CPR. Since CPSA holds
Key management personnel compensation
During 2025, 2024 and 2023,
short term employee benefits compensation for key management personnel amounted to approximately Argentine pesos
Terms and conditions of transactions with related parties
Balances at the related reporting period ends are unsecured and interest free. There have been no guarantees provided or received for any related party receivable or payable.
For the years ended December 31, 2025, 2024 and 2023, the Group has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at the end of each reporting period by examining the financial position of the related party and the market in which the related party operates.
| 19. | Financial risk management objectives and policies |
– Interest rate risk
Interest rate variations affect the value of assets and liabilities accruing a fixed interest rate, as well as the cash flows of financial assets that take into account a variable interest rate.
| F-77 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The Company’s risk management policy is defined for the purpose of reducing the impact of the loss of purchasing power. During most of fiscal year 2025, net monetary positions were liabilities; therefore, the Company is not currently exposed to the risk of loss of purchasing power, whereas during most of fiscal year 2024 net monetary positions were assets and, accordingly, the Company sought to mitigate this risk through adjustment mechanisms via interest and foreign exchange differences. Consequently, during 2025, the Company recorded a net gain from exposure to inflation of monetary items, while during 2024 it recorded a net loss from exposure to inflation of monetary items.
Interest rate sensitivity
The following table shows the sensitivity of profit before income tax as of December 31, 2025 to a reasonably possible change in interest rates on loans bearing interest at a variable rate, assuming that all other variables remain constant:
| Increase in percentage |
Effect on income before income tax (Loss) | |
| ARS 000 | ||
| ( |
– Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
The Group is exposed to foreign currency
risk in relation to the Argentine peso and the US dollar, mainly due to its operating activities, the investment projects defined by the
Company and the financial liabilities with banking entities described in Note 13.3. The Company does not use derivative financial instruments
to hedge this risk. However, as of December 31, 2025, the Company holds trade receivables, other financial assets, and cash and short-term
investments denominated in foreign currency amounting to USD
Foreign currency sensitivity
The following table shows the sensitivity of profit before income tax as of December 31, 2025 to a reasonably possible increase in the US dollar exchange rate, with all other variables held constant (due to changes in the fair value of monetary assets and liabilities).
| Change in USD rate |
Effect on income before income tax (gain) | |
| ARS 000 | ||
– Price risk
The Company’s revenues depend on the price of electricity in the spot market and the forward market. In the spot market, remuneration is determined by CAMMESA in accordance with the regulations issued by the Secretariat of Energy; therefore, the Company has no ability to influence the prices applied in that market. Meanwhile, in the forward market, prices are freely negotiated between the parties. Nevertheless, price risk is mitigated since contractual prices usually take spot market prices as a minimum reference, thereby providing an economic floor for forward market transactions.
| F-78 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Credit risk
Credit risk is the risk that a counterparty will fail to meet its obligations under a financial instrument or commercial contract, resulting in a financial loss. The Company is exposed to credit risk arising from its operating activities (in particular trade receivables) and its financial activities, including holdings of government securities.
| – | Trade and other receivables |
The Finance Department is responsible for managing customer credit risk based on the Company’s policies, procedures and controls over credit risk management. Customer receivables are regularly monitored. Although the Company has not received guarantees, it has the authority to request the interruption of electricity supply if customers fail to comply with their credit obligations. With respect to credit concentration, see Note 13.1. The assessment of impairment is performed at each reporting date on an individual basis for major customers. The allowance recognized as of December 31, 2025 is considered sufficient to cover potential impairments of trade receivables.
| – | Cash and short-term investments |
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with corporate policy. Investments of surplus funds are made only with approved counterparties; in this case, the risk is limited because high-credit-rating banks are involved.
| – | Public and corporate securities |
This risk is managed by the Company’s finance management according to corporate policies, whereby these types of investments may only be made in first-class companies and in instruments issued by the National or Provincial State.
Liquidity risk
The Company manages its liquidity to ensure the availability of funds to support its business strategy. Short-term financing needs related to seasonal increases in working capital are covered through short- and medium-term bank credit lines.
The following table presents the maturity profile of the Company’s financial liabilities.
| Less than 3 months | 3 to 12 months | More than a year | Total | |||||||||||||
| ARS 000 | ARS 000 | ARS 000 | ARS 000 | |||||||||||||
| As of December 31, 2025 | ||||||||||||||||
| Loans and borrowings | ||||||||||||||||
| Trade and other payables | ||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||
| Loans and borrowings | ||||||||||||||||
| Trade and other payables | ||||||||||||||||
Granted and received guarantees
As a result of the provisions set forth
in Presidential Decree No. 718/24, the Group had provided a surety insurance in the amount of USD
| F-79 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Subsequent to year-end, as collateral
for the fulfillment of the obligations arising from the concession contract of the Piedra del Águila Hydroelectric Complex commencing
on January 9, 2026 (see Note 1.2.s), the Company pledged in favor of the National State all Class “A” shares of PDAHA, representing
51% of the share capital of such entity, for the entire
On March 19, 2009, the Group entered into a pledge agreement with the Secretariat of Energy to guarantee its obligations in favor of the FONINVEMEM trusts under the operation and maintenance agreements of the Timbúes and Manuel Belgrano power plants, pursuant to which it pledged as collateral 100% of the shares of TSM and TMB.
Additionally, the shares acquired by the Group in Central Costanera S.A. are subject to a pledge, for which the Group will carry out the necessary procedures to obtain its cancellation.
The Group has also carried out stock market guarantees, which are financial transactions secured by short-term negotiable securities denominated in local currency.
Furthermore, the Group has granted guarantees for the fulfillment of the agreements described in Notes 1.2.a), 13.3.1, 13.3.3, 13.3.4, 13.3.5, 13.3.8 and 20.3.
As of December 31, 2025, the Group
had delivered to CAMMESA deferred payment checks amounting to
| 20. | Contracts, acquisitions and agreements |
| 20.1. | Maintenance and service contracts |
The Group has entered into long-term maintenance service agreements for its thermal generation plants with leading global companies in the construction and maintenance of thermal power plants, such as (i) General Electric, which performs the maintenance of the Nuevo Puerto combined cycle power plant and part of the Mendoza units, (ii) Siemens, which performs the maintenance of the Buenos Aires combined cycle located at the Costanera power plant, the Mendoza combined cycle, the Brigadier López thermoelectric power plant, and the Luján de Cuyo and Terminal 6 San Lorenzo cogeneration units, and (iii) Mitsubishi, which performs the maintenance of the remaining combined cycle located at the Costanera power plant.
Under these agreements, suppliers provide materials, spare parts, labor and engineering supervision for scheduled maintenance activities, in accordance with the applicable technical recommendations.
| 20.2. | Acquisition of General Electric gas turbine |
On March 13, 2015, the Company acquired from General Electric a gas turbine and field technical assistance services. The unit is a gas turbine with a gross output capacity of 373 MW.
| 20.3. | Renewable Energy Generation Farms |
In 2017, the Group entered into agreements with CAMMESA for the purchase of energy generated by the La Castellana and Achiras wind farms for a 20-year term as from the commencement of operations of such parks. Likewise, during 2018, the Group entered into an agreement with CAMMESA for the purchase of energy generated by the La Genoveva wind farm, for a 20-year term as from the commencement of operations.
| F-80 |
| Table of Contents |
CENTRAL PUERTO S.A. |
During 2018, subsidiary CPCS entered into an agreement with CAMMESA for the purchase of energy generated by the Guañizuil II A solar park, for a 20-year term as from the commencement of operations of such park. Likewise, the Cafayate solar park has an agreement with CAMMESA for the purchase of energy generated for a 20-year term as from the commencement of operations.
With respect to wind and solar parks operating under the Renewable Term Market (MATER), namely La Castellana II, La Genoveva II, Manque and Los Olivos wind farms, and the San Carlos solar park, the Group has entered into various power supply agreements, including the following:
| · | Cervecería y Maltería Quilmes S.A.I.C.A. y G., for a 20-year term and an approximate volume of 235 GWh per year; |
| · | Metrive S.A., for a 15-year term and 12,000 MWh per year; |
| · | N. Ferraris, for a 10-year term and 6,500 MWh per year; |
| · | Banco de Galicia y Buenos Aires S.A., for a 10-year term to supply an annual demand of 4,700 MWh; |
| · | Aguas y Saneamiento S.A. (AYSA), for a 10-year term and a volume of 87.6 GWh per year; |
| · | PBB Polisur S.R.L. (Dow Chemical), for a 6-year term and an estimated volume of 80 GWh per year; |
| · | Farm Frites, for a 5-year term and 9.5 GWh per year; |
| · | BBVA, for a 5-year term and 6 GWh per year; |
| · | San Miguel A.G.I.C.I. y F., for a 10-year term and approximately 8.7 GWh per year; |
| · | Minera Alumbrera Limited, for a 10-year term and approximately 27.4 GWh per year; |
| · | SCANIA Argentina S.A.U., for a 10-year term and approximately 20.2 GWh per year; |
| · | Salta Refrescos S.A., for a 5-year term and approximately 15.5 GWh per year; |
| · | Rayen Cura S.A.I.C., for a 7-year term (expiring in June 2026) and approximately 35,000 MWh per year; |
| · | INC S.A. (Carrefour), for a 3-year term (expiring in March 2026) and an annual volume of 12 GWh. |
Acquisition and operation of wind turbines
The Group has entered into agreements with Nordex Windpower S.A. for the operation and maintenance of Achiras and La Castellana wind farms for a 10-year term.
In addition, the Group has entered into agreements with Vestas Argentina S.A. for the operation and maintenance of wind farms La Genoveva I until August 30, 2040; La Genoveva II until May 31, 2039; La Castellana II until May 31, 2039; and Manque and Los Olivos until December 31, 2039.
20.4. Acquisition of Brigadier López thermoelectric plant
At the time of the acquisition of the Brigadier López Thermoelectric Power Plant within the framework of a national and international public tender, the plant had a Siemens gas turbine with a capacity of 281 MW. In accordance with the terms and conditions of the tender specifications, the purchaser was required to complement the gas turbine with a boiler and a steam turbine in order to achieve combined cycle closure.
During December 2025, the combined cycle closure works were completed, and the combined cycle power plant was put into operation. On January 31, 2026, commercial operation authorization was granted by CAMMESA.
20.5. Acquisition of equity interest in AbraSilver Resource Corp.
On April 22, 2024, through Proener
S.A.U., the Group entered into a share subscription agreement that granted it a
| F-81 |
| Table of Contents |
CENTRAL PUERTO S.A. |
On January 31, 2025, Proener S.A.U.
made an additional share subscription in AbraSilver Resource Corp. for an amount of CAD , through which its ownership interest
in AbraSilver Resource Corp. increased to
AbraSilver Resource Corp. is a company listed on the Canadian stock exchange and is the owner of the Diablillos silver and gold mining project located in northwestern Argentina. The investment is measured at fair value as of the end of the reporting period and classified under “Other Financial Assets – Non-Current.”
20.6. Acquisition of interest in 3C Lithium Pte. Ltd.
On December 26, 2024, CPSA subscribed
shares, equivalent to
Subsequent to year-end, on January
26, 2026, CPSA carried out an additional acquisition and subscription of shares at a price of USD per share, through which it reached
a
The Board of Directors of Minera Cordillera S.A. approved the 2026 business plan, which contemplates specific expenditures, operating expenses strictly related to the development of the “Tres Cruces” project, including exploration activities, working capital, general administrative expenses and legal or banking fees directly associated therewith.
20.7. San Carlos Solar Park
On July 28, 2022, within the framework of Resolution No. 281/2017 issued by the Ministry of Energy and Mining, the Group obtained dispatch priority allocation for the San Carlos Solar Park project for a capacity of 10 MW, which was subsequently increased to 15 MW, to be constructed in the town of San Carlos, Province of Salta.
During November 2025, construction of the San Carlos Solar Park was completed, and the solar park was therefore put into operation. On November 28, 2025, the San Carlos Solar Park obtained commercial operation authorization from CAMMESA.
20.8. Acquisition of Cafayate Solar Park
On August 20, 2025, the Company entered
into an agreement for approximately USD
The acquired company is the owner and operator of the Cafayate Solar Park, located in the Province of Salta, with an installed capacity of 80 MW and a generation capacity of 220 GWh.
The Company has accounted for this transaction as an asset acquisition.
| F-82 |
| Table of Contents |
CENTRAL PUERTO S.A. |
| 21. | Tax integral inflation adjustment |
Pursuant to Law No. 27,468, as amended by Law No. 27,430, for purposes of determining the taxable net income of fiscal years commencing on or after January 1, 2019, the inflation adjustment calculated pursuant to the specific provisions of the Income Tax Law may be deducted from or added to the tax result of the fiscal year being assessed. This adjustment will only be applicable (a) if the percentage variation of the Consumer Price Index (CPI) during the 36 months prior to the closing of the fiscal year being assessed exceeds 100%, and (b) with respect to the first, second and third fiscal years commencing as from its effective date, if the accumulated CPI variation exceeds 55%, 30% or 15% of such 100%, respectively. The positive or negative tax inflation adjustment, as applicable, corresponding to the first, second and third fiscal years commencing as from January 1, 2018, which must be calculated if the conditions set forth in items (a) and (b) above are met, shall be allocated one-sixth to such fiscal year and the remaining five-sixths, in equal installments, to the immediately following five fiscal years.
As of December 31, 2019 and during the subsequent fiscal years, such conditions had already been met. Consequently, current and deferred income tax have been recognized since the fiscal year ended December 31, 2019, including the effects arising from the application of the tax inflation adjustment under the terms provided for in the law.
| 22. | Measures in the Argentine economy |
On December 10, 2023, new government authorities took office, which issued a series of measures, among whose main objectives are the relaxation of regulations to foster economic development, the reduction of various expenditures aimed at reducing the fiscal deficit, the reduction of subsidies, among others. Within the context of the change of government, in December 2023 there was a significant devaluation of the Argentine peso, which was reflected in the official exchange rate.
During 2024 and 2025, the national government has taken actions to achieve fiscal balance, which allowed it to reach a primary and financial surplus in relation to Gross Domestic Product in a short period of time, and to initiate a process of inflation deceleration.
Passing of Law No. 27,742 “Bases Law”
On June 28, 2024, Law No. 27,742 (“Bases Law”) was passed, and entered into force following its enactment by the Executive Branch.
Regarding energy matters, the Bases Law amends laws that form part of the regulatory framework governing hydrocarbons, natural gas, biofuels, electricity, among others. These changes are intended to reconfigure the relationship between the State and the market, with the aim of granting greater prominence to private initiative in order to enhance competitiveness and maximize the returns obtained.
In this regard, the Bases Law empowers the Executive Branch to amend Law No. 15,336 on Electricity and Law No. 24,065, Regulatory Framework for Electricity, while ensuring the following principles:
| – | Free international trade of electricity. |
| – | Free commercialization, competition and expansion of markets, and the possibility for the final user to choose the supplier. |
| – | Clear disclosure of the different components to be paid by the end user. |
| – | The development of electricity transmissión infrastructure through open, transparent, efficient and competitive mechanisms. |
| – | The review of administrative structures of the electricity sector, modernizing and professionalizing them. |
| F-83 |
| Table of Contents |
CENTRAL PUERTO S.A. |
The Bases Law merges the gas and electricity regulatory authorities (ENRE and ENARGAS) into a single National Gas and Electricity Regulatory Authority, which will have the same functions. In this regard, on July 7, 2025, the Executive Branch issued Decree No. 452/2025, pursuant to which such authority was established.
Foreign exchange market
As from December 2019, the BCRA issued a series of communications extending on an indefinite basis the foreign exchange regulations issued by the BCRA, which included regulations on exports, imports and the requirement of prior authorization from the BCRA to access the foreign exchange market for the remittance of profits and dividends, as well as other restrictions on transactions in the foreign exchange market. In particular, the need to refinance certain foreign financial indebtedness was established. The effects of these regulations on the Group’s loans as of December 31, 2025 are described in Note 13.3.8.
Following the assumption of the new national government authorities on December 10, 2023, restrictions on the payment of imports with customs clearance were reduced as from December 13, 2023, while certain restrictions imposed by the BCRA on access to the Single and Free Foreign Exchange Market (“MULC”) and on transactions in the foreign exchange market remained in force.
Subsequently, on April 11, 2025, the national government implemented a set of measures aimed at easing the regulatory framework governing access to the foreign exchange market. These measures include: (i) the establishment of a floating exchange rate band within which the U.S. dollar may fluctuate in the foreign exchange market; the initial band was set between ARS 1,000 and ARS 1,400, with its limits adjusted at a monthly rate of 1%; (ii) the elimination of the program that allowed export proceeds to be settled under a split mechanism of 80% through the foreign exchange market and 20% through the financial market; (iii) the elimination of foreign exchange restrictions applicable to individuals, including the monthly purchase limit of USD 200 in the foreign exchange market, as well as the cross-restrictions contained in BCRA Communication “A” 7340, without prejudice to the fact that, through Communication “A” 8336, the BCRA established new cross restrictions applicable to individuals, pursuant to which, from the date of access to the MULC and for the following 90 days, individuals may not enter into purchases of securities settled in foreign currency, either directly or indirectly or on behalf of third parties; the tax surcharge applicable to the purchase of foreign currency in the foreign exchange market was also eliminated, while being maintained for tourism and credit card payments; (iv) the authorization for Argentine companies to distribute profits and dividends to foreign shareholders with respect to earning obtained in fiscal years beginning in 2025; (v) a relaxation of payment terms for foreign trade transactions; and (vi) a one-time elimination of the 90-day lookback period under Communication “A” 7340 applicable to legal entities, allowing such entities to resume access to the foreign exchange market under normal conditions.
As from January 1, 2026, the BCRA provided that the upper and lower limits of the exchange rate bands will be adjusted on a monthly basis based on the most recently published inflation data, with the aim of mitigating episodes of excessive volatility in the foreign exchange market, while allowing the exchange rate to fluctuate within the bands in accordance with market conditions.
Income Tax
On June 16, 2021, the Argentine Executive
Branch enacted Law No. 27,630, which established changes in the corporate income tax rate, applicable to fiscal years commencing as from
January 1, 2021. Such law establishes payment of the tax based on a structure of progressive tax rates depending on the level of accumulated
taxable net income. The amounts established under this scale will be adjusted annually, considering the annual variation of the Consumer
Price Index (CPI) published by INDEC, corresponding to the month of October of the year prior to the adjustment, compared to the same
month of the previous year. For fiscal year 2024,
| F-84 |
| Table of Contents |
CENTRAL PUERTO S.A. |
Investment Promotion Plan
In order to boost the productive matrix and, at the same time, generate employment and fiscal resources, the national government implemented during 2024 the “Incentives Regime for Large Investments” (RIGI), established through the Bases Law, which grants tax benefits, access to foreign currency for imports and, under certain conditions, allows the remittance of profits, to those investment projects that are submitted and approved in connection with certain strategic sectors capable of generating exports in the medium and long term.
| 23. | Restrictions on profit distribution |
In accordance with the Argentine General Companies Law and the Company’s bylaws, % of the profits for the year must be allocated to the legal reserve until such reserve reaches % of the share capital.
Profits distributed to Argentine resident
individuals and to non-resident individuals and legal entities are subject to a
In accordance with the Argentine General Companies Law and CNV regulations, since the disposal of repurchased treasury shares must be made out of realized and liquid profits or free reserves, while such shares are held in treasury there is a restriction on the distribution of unappropriated earnings or free reserves for an amount equivalent to their cost.
Additionally, certain loan agreements establish requirements for the distribution of dividends (see Notes 13.3.1, 13.3.3, 13.3.4 and 13.3.8).
| 24. | Environment-related topics |
The Group’s activities are subject to certain environmental regulations. Group Management considers that its operations comply, in all material respects, with the applicable laws and regulations related to environmental protection. In addition, the Group records provisions for the dismantling of wind and solar renewable assets based on the commitments assumed with the owners of the premises in which they are located and in accordance with applicable environmental regulations. The Group monitors potential relevant changes in environmental regulations related to its activities and has not identified any significant future changes in the foreseeable future.
| 25. | Subsequent events |
After 31 December 2025, the Group concluded that, as a result of changes in the underlying economic conditions affecting the Company’s operations, the Company’s functional currency will change from Argentine Peso to US Dollar. The change is expected to become effective from January 1, 2026 and will be accounted for prospectively in accordance with IAS 21 “The Effects of Changes in Foreign Exchange Rates”. The functional currency of the Company as of 31 December 2025 remains the Argentine Peso. Accordingly, no adjustments have been made to the financial statements as of that date.
On April 12, 2026, the Company reached an agreement with Patagonia Assets Limited for the direct and indirect transfer of 100% of the equity interest in Patagonia Energy S.A., which holds a hydrocarbon concession over the block known as Aguada del Chivato / Aguada Bocarey, located in the Neuquén Basin.
Within the framework of two open bidding processes, on April 15, 2026 Transportadora de Gas del Sur S.A. (“TGS”) awarded firm natural gas transportation services for CEPU in the amount of 436,804 m³/day (Perito Moreno pipeline) and 428,199 m³/day (Neu-Ba pipeline), for a term of 30 years, for a total consideration of USD 30,727,676 and ARS 9,340,741,550, respectively. Said amounts shall be paid by CPSA in four equal installments in May, September and December 2026, and April 2027.
No other facts or operations, other than disclosed, occurred between the closing date of the fiscal year and the date of issuance of these financial statements that may significantly affect such financial statements.
| F-85 |