Central Puerto S.A 6-K, filed May 8, 2020
Central Puerto S.A. (CEPU)
6-K
2020-05-08
For: 2020-05-08
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on May 8, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of May, 2020
Commission File Number: 001-38376
Central Puerto S.A.
(Exact name of registrant as specified in its charter)
Port Central S.A.
(Translation of registrant’s name into English)
Avenida Thomas Edison 2701
C1104BAB Buenos Aires
Republic of Argentina
+54 (11) 4317-5000
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
Yes
☐ No ☒
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):
Yes
☐ No ☒
CENTRAL PUERTO S.A.
TABLE
OF CONTENTS
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Item
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1.
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English
translation of notice submitted to the Argentine securities
regulator (the Comisión Nacional de Valores, or the CNV) on
May 4, 2020
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2.
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English
translation of the synthesis of Annual General Meeting held on
April 30, 2020 submitted to the Argentine securities regulator (the
Comisión Nacional de Valores, or the CNV) on May 4, 2020
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Central Puerto S.A.
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Date:
May 8, 2020
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By:
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/s/
Leonardo
Marinaro
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Name:
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Leonardo
Marinaro
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Title:
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Attorney-in-Fact
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Exhibit 99.1
Buenos
Aires, May 4, 2020
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Subgerencia de Sociedades Emisoras
25 de Mayo 175
City of Buenos Aires
To Gerencia de Emisoras
BOLSAS
Y MERCADOS ARGENTINOS S.A. (“BYMA”)
Sarmiento 299
City of Buenos Aires
MERCADO
ABIERTO ELECTRÓNICO (“MAE”)
San Martin 344
City of Buenos Aires
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Notice:
CPSA-GG-N-0134/20-AL
Subject: Ordinary
General
Shareholders’
Meeting -
April
30, 2020
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Dear
Sir/Madam,
I am
pleased to address You, in my capacity as Head of Market Relations
of Central Puerto S.A. (hereinafter, the “Company”), in
order to inform you the members of the Board of Directors, members
of the Supervisory Committee and the External Auditor appointed at
the Ordinary General Shareholders' Meeting of April 30,
2020.
With
nothing further, I remain sincerely yours,
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Avda. Tomás A. Edison 2701 – C1104BAB – Ciudad de
Buenos Aires – Argentina
Teléfono (54 11) 4317 5000 – Fax (54 11) 4317
5099
CENTRAL
PUERTO S.A.
MEMBERS
OF THE BOARD OF DIRECTORS AND SUPERVISORY COMMITTEE AND EXTERNAL
AUDITORS DESIGNATED BY ORDINARY GENERAL SHAREHOLDERS’ MEETING
ON APRIL 30, 2020
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DIRECTORS:
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OSVALDO ARTURO RECA
MIGUEL DODERO
JOSÉ LUIS MOREA
JUAN JOSE SALAS
DIEGO GUSTAVO PETRACCHI
TOMAS PERES
TOMAS JOSE WHITE
MARCELO ATILIO SUVA
CRISTIAN LOPEZ SAUBIDET
JORGE EDUARDO VILLEGAS
GUILLERMO RAFAEL PONS
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DEPUTY
DIRECTORS:
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JUSTO PEDRO SAENZ
ADRIAN GUSTAVO SALVATORE
JORGE ANIBAL RAUBER
JAVIER ALEJANDRO TORRE
RUBEN OMAR LOPEZ
JOSÉ MANUEL PAZOS
ENRIQUE GONZALO BALLESTER
OSCAR LUIS GOSIO
JUAN PABLO GAUNA OTERO
DIEGO FEDERICO CERDEIRO
GABRIEL ENRIQUE RANUCCI
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MEMBERS
OF THE SUPERVISORY COMMITEE:
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CARLOS CESAR ADOLFO HALLADJIAN
EDUARDO ANTONIO EROSA
JUAN ANTONIO NICHOLSON
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DEPUTY
MEMBERS OF THE SUPERVISORY COMMITEE:
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CARLOS ADOLFO ZLOTNITZKY
HORACIO RICARDO EROSA
LUCAS NICHOLSON
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EXTERNAL AUDITORS
GERMÁN ENRIQUE CANTALUPI (C.P.C.E.C.A.B.A. T°248,
F°60): Certified Public Accountant.
GUSTAVO ARIEL KURGANSKY (C.P.C.E.C.A.B.A. T°309, F°176):
Certified Public Accountant.
Pistrelli, Henry Martin & Asociados S.R.L.
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Avda. Tomás A. Edison 2701 – C1104BAB – City of
Buenos Aires – Argentina
Telephone (54 11) 4317 5000 – Fax (54 11) 4317
5099
Exhibit 99.2
Buenos
Aires, May 4, 2020
Notice:
CPSA-GG-N-0133/20-AL
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Subgerencia de Sociedades Emisoras
25 de Mayo 175
City of Buenos Aires
To Gerencia de Emisoras
BOLSAS
Y MERCADOS ARGENTINOS S.A. (“BYMA”)
Sarmiento 299
City of Buenos Aires
MERCADO
ABIERTO ELECTRÓNICO (“MAE”)
San Martin 344
City of Buenos Aires
Subject: Synthesis
– Annual General
Meeting
held on April 30, 2020.
Dear
Sir/Madam,
I am
pleased to address You, in my capacity as Head of Market Relations
of Central Puerto S.A. (hereinafter, the “Company”), so
as to submit the synthesis of the Annual General Meeting held on
April 30, 2020.
Shareholders
representing 84.11% of share capital and votes attended the
Meeting. In addition, Mr. Alejandro Sinland –on behalf of the
Argentine Securities Commision (“CNV”, Comisión Nacional de Valores) and
Mrs. María Bertola –on behalf of Bolsas y Mercados Argentinos S.A.
(Buenos Aires Stock Exchange)- were also present.
It is
put on record that the Meeting was held within the framework and in
compliance of RG no. 830/2020 of CNV, which resolution refers to
remote meetings as per the current extraordinary
context.
The decisions
taken were as follows:
MOTION TO PUT TO ORDER: The following
was approved by unanimous decision of eligible votes possible to be
casted: i) The preliminary resolution established by RG CNV no. 830
as regards holding remote meetings; ii) compliance with all
requirements established by authorizing regulations for this first
consideration at Shareholders’ Meeting; iii) constitution of
required quorum for extraordinary meetings and iv) that the
decision was adopted by the eligible majority to amend the
Company’s Bylaws.
Avda. Tomás A. Edison 2701 – C1104BAB – Ciudad de
Buenos Aires – Argentina
Teléfono (54 11) 4317 5000 – Fax (54 11) 4317
5099
1. APPOINTMENT OF TWO
SHAREHOLDERS TO SIGN THE MINUTES: It was approved by the
majority of eligible votes possible to be casted in this decision
to appoint shareholders Marcelo Suvá and Gonzalo
Pérès Moore to sign the minutes.
2)
CONSIDERATION OF THE
ANNUAL REPORT AND ITS ANNEX; THE CONSOLIDATED STATEMENT OF INCOME;
THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME; THE
CONSOLIDATED STATEMENT OF FINANCIAL POSITION; THE CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY; THE CONSOLIDATED STATEMENT OF CASH
FLOW; NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AND ANNEXES; THE
SEPARATE STATEMENT OF INCOME; THE SEPARATE STATEMENT OF
COMPREHENSIVE INCOME; THE SEPARATE STATEMENT OF FINANCIAL POSITION;
THE SEPARATE STATEMENT OF CHANGES IN EQUITY; THE SEPARATE STATEMENT
OF CASH FLOW; INFORMATION REPORT AND ADDITIONAL INFORMATION TO THE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – SECTION 12,
CHAPTER III, TITLE IV OF STANDARDS (NT 2013) OF THE ARGENTINE
SECURITIES COMMISSION (COMISIÓN
NACIONAL DE VALORES) AND SECTION 68 OF THE LISTING RULES
OF THE BUENOS
AIRES STOCK EXCHANGE (BOLSAS
Y MERCADOS ARGENTINOS S.A.), AUDIT REPORTS;
AND THE COMPANY’S SUPERVISORY COMMITTEE REPORT. ALL THESE
DOCUMENTS ARE WITH RESPECT TO THE FISCAL YEAR ENDED DECEMBER 31,
2019. The following were approved by unanimous eligible
votes possible to be casted in this decision: (i) the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of
Financial Position, the Consolidated Statement of Changes in
Equity, the Consolidated Statement of Cash Flow and the notes to
the Consolidated Financial Statements as submitted by the Board of
Directors; (ii) the Annual Report as submitted by the Board of
Directors; (iii) the separated Financial Statements and the notes
to the separated Financial Statements as submitted by the Board of
Directors; (iv) the Independent Auditors Report and the
Company’s Supervisory Committee Report, with respect to the
fiscal year ended December 31, 2019; (v) additional information in
accordance with Section 62 of the Listing Rules of Merval and with
Section 12, Chapter III, Title IV of the Argentine Securities
Commission Rules and the information report required by the
Argentine Securities Commission Rules, as submitted by the Board of
Directors; and (vi) to authorize the Board to accept eventual
amendments that the respective comptroller entities require,
provided they are not rejected by the Audit Committee or the ruling
accountant.
3) CONSIDERATION
OF THE INCOME FOR THE FISCAL YEAR AND THE REMAINING RETAINED
EARNINGS AND OF THE BOARD OF
DIRECTORS’ PROPOSAL, WHICH CONSISTS ON THE FOLLOWING: (A) TO
ALLOCATE PS. 440,441 THOUSAND FOR THE CREATION OF THE STATUTORY
RESERVE AND (B) TO ALLOCATE PS. 8,368,374 THOUSAND STEMING FROM THE
INCOME FOR THE PERIOD, TOGETHER WITH THE AMOUNT OF PS. 730,741
STEMING FROM ACCUMULATED RETAINED EARNINGS, I.E. A TOTAL OF PS.
9,099,115 TO INCREASE THE VOLUNTARY RESERVE AS PER SECTION 70 OF
THE ARGENTINE BUSINESS ENTITIES ACT. SUCH VOLUNTARY RESERVE CAN BE
DESTINED TO THE FOLLOWING: (I) INVESTMENT PROJECTS ALREADY
COMMITTED, AND/OR (II) FUTURE INVESTMENTS RELATED TO NEW PROJECTS
APPROVED BY THE BOARD OF DIRECTORS, AND/OR (III) PAYING DIVIDENDS
IN ACCORDANCE WITH THE EVOLUTION OF THE COMPANY’S FINANCIAL
SITUATION AND THE COMPANY’S DIVIDEND DISTRIBUTION POLICY IN
FORCE. CONSIDERATION AND APPROVAL OF THE PAYMENT OF THE
PROFIT-SHARING BONUS, PURSUANT TO SECTIONS 12 AND 33 OF THE
BYLAWS. The
following were approved by the majority of eligible votes possible
to be casted in this decision: i) to increase the statutory reserve
by Ps. 440,441; and ii) to allocate the remaining balance of the
fiscal year to increase the voluntary reserve, which can be
destined to the following: (a) investment projects already
committed, and/or (b) future investments related to new projects
approved by the board of directors, and/or (iii) paying dividends
in accordance with the evolution of the company’s financial
situation and the company’s dividend distribution policy in
force. Additionally, it was approved by unanimous vote possible to
be casted to pay the personnel’s profit-sharing bonus
pursuant to Sections 12 and 33 of the Bylaws. The conditions of the
latter payment shall be delegated to the Board of
Directors.
Avda. Tomás A. Edison 2701 – C1104BAB – City of
Buenos Aires – Argentina
Telephone (54 11) 4317 5000 – Fax (54 11) 4317
5099
4) CONSIDERATION OF
THE PERFORMANCE OF THE BOARD OF DIRECTORS DURING THE FISCAL YEAR
ENDED DECEMBER 31, 2019. The performance of the
Company’s Board of Directors up to this Meeting was approved
by the majority of eligible votes possible to be
casted.
5) CONSIDERATION OF
THE PERFORMANCE OF THE COMPANY’S SUPERVISORY COMMITTEE DURING
THE FISCAL YEAR ENDED DECEMBER 31, 2019. The performance of the Company’s
Supervisory Committee up to this Meeting was approved by the
majority of eligible votes possible to be casted.
6) CONSIDERATION OF
THE REMUNERATION TO THE COMPANY’S BOARD OF DIRECTORS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2019, WITH DUE REGARD TO THE
LIMITATIONS IN CONNECTION WITH THE COMPANY’S NET INCOME,
PURSUANT TO SECTION 261 OF LAW No. 19550 AND THE ARGENTINE
SECURITIES COMMISSION RULES. CONSIDERATION OF THE ADVANCE PAYMENT
OF DIRECTORS’ FEES FOR THE FISCAL YEAR TO END DECEMBER 31,
2020. The following were approved by the majority of
eligible votes possible to be casted: i) the remuneration of the
Directors for the fiscal year ended December 31, 2019, confirming
the advance payment received, for the total amount of Ps.
12,371,948.63, and ii) to authorize the members of the Board of
Directors and of the Audit Committee to receive advance payment ad
referendum the next Meeting, which meeting shall consider the
annual Financial Statements for the fiscal year ended December 31,
2020.
7) CONSIDERATION OF
THE REMUNERATION TO THE COMPANY’S SUPERVISORY COMMITTEE FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2019, AND THE FEES’ REGIME
FOR THE FISCAL YEAR TO END DECEMBER 31, 2020. The following
were approved by the majority of eligible votes possible to be
casted in this decision: i) the remuneration of the members of the
Supervisory Committee for the fiscal year ended December 31, 2019,
confirming the advance payments received, for the total amount of
Ps. 862,500.00 and ii) to authorize the members of the Supervisory
Committee to receive advance payment ad referendum the next
Meeting, which Meeting shall consider the annual Financial
Statements for the fiscal year ended December 31,
2020.
8) DETERMINATION OF
THE NUMBER OF ALTERNATE DIRECTORS AND THE APPOINTMENT OF DIRECTORS
AND ALTERNATE DIRECTORS. CONSIDERATION OF THE CONTINUITY OF THE
CURRENT CHAIRMAN, UNTIL THE APPOINTMENT TO BE MADE BY THE
COMPANY’S BOARD OF DIRECTORS. It was decided by the majority of
votes possible to be casted in this decision (i) to set eleven
alternate directors and (ii) to appoint the following as Directors
of the Company: Osvaldo Arturo RECA, Miguel DODERO, José Luis
MOREA, Juan José SALAS, Diego PETRACCI, Tomás PERES,
Tomás José WHITE, Marcelo Atilio SUVA, Cristián
LÓPEZ SAUBIDET, Jorge Eduardo VILLEGAS and Guillermo Rafael
PONS; and to appoint the following as Alternate Directors of the
Company: Justo Pedro SAENZ, Adrián Gustavo SALVATORE, Jorge
Aníbal RAUBER, Javier Alejandro TORRE, Rubén Omar
LÓPEZ, José Manuel PAZOS, Enrique Gonzalo BALLESTER,
Oscar Luis GOSIO, Juan Pablo GAUNA OTERO, Diego Federico CERDEIRO
and Gabriel Enrique RANUCCI.
Avda. Tomás A. Edison 2701 – C1104BAB – City of
Buenos Aires – Argentina
Telephone (54 11) 4317 5000 – Fax (54 11) 4317
5099
9) APPOINTMENT OF THE
MEMBERS AND ALTERNATE MEMBERS OF THE COMPANY’S SUPERVISORY
COMMITTEE FOR THE FISCAL YEAR TO END DECEMBER 31,
2020. It was
decided by the majority of votes possible to be casted in this
decision to appoint Carlos Cesar HALLADJIAN, Eduardo Antonio EROSA
and Juan Antonio NICHOLSON as Statutory Auditors of the Company;
and to appoint Carlos Adolfo ZLOTNITZKY, Horacio Ricardo EROSA and
Lucas NICHOLSON as Alternate Statutory Auditors of the
Company.
10) CONSIDERATION OF
THE COMPANY’S CERTIFYING ACCOUNTANT’S FEES WITH RESPECT
TO THE ANNUAL ACCOUNTING DOCUMENTS FOR THE FISCAL YEAR
2019. The
following were approved by the majority of eligible votes possible
to be casted in this decision: i) the amount of Ps. 12,258,544 to
cover audit services, ii) the amount of Ps. 1,546,129 to cover tax
services.
11) APPOINTMENT OF THE
CERTIFYING ACCOUNTANT AND OF THE ALTERNATE CERTIFYING ACCOUNTANT
FOR THE FISCAL YEAR TO END DECEMBER 31, 2020 AND DETERMINATION OF
THEIR REMUNERATION. The following were approved by
unanimous eligible votes possible to be casted in this decision: i)
the appointment of Pistrelli, Henry Martin y Asociados S.R.L as
accounting auditors of the fiscal year to end December 31, 2020;
the appointment of Germán Enrique Cantalupi (Professional
Council in Economic Sciences for the City of Buenos Aires,
registered under Volume 248, Page 60), partner of such firm, as
Certifying Accountant, and the appointment of Gustavo Ariel
Kurgansky (Professional Council in Economic Sciences for the City
of Buenos Aires, registered under Volume 309, Page 176) as
Alternate Certifying Accountant of the mentioned financial
statements; and iii) that the remunerations corresponding to the
fiscal year 2020 shall be approved during the next Annual General
Meeting.
12) APPROVAL OF THE
ANNUAL BUDGET FOR THE FUNCTIONING OF THE AUDIT COMMITTEE.
The total amount of Ps. 300,000.00 was approved by the majority of
eligible votes possible to be casted in this decision for the
functioning of the Company’s Audit Committee.
13) GRANTING OF
AUTHORIZATIONS. It
was approved by the majority of eligible votes possible to be
casted in this decision to authorize Mr. Chairman and/or whom he
may appoint, and/or José Manuel Pazos, and/or Osvaldo Pollice,
and/or Esteban Pérez Monti, and/or Francisco Cronshey, and/or
Paola Ibarra, and/or Christian Rodríguez Montes, and/or
Victoria Casabella Martinez, and/or Mariano Luchetti, and/or
María Agustina Leppen, and/or María Lucila Winschel,
and/or Veronica Apollonio, and/or Jose María Bazan, and/or
Juan Barros Mos, and/or Teodoro Rodriguez Caceres and/or Juan
Zurano, so that any of them, individually or indistinctly, follow
all the necessary procedures to file the decisions taken at the
Meeting with the regulatory agencies.
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Yours,
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Avda. Tomás A. Edison 2701 – C1104BAB – City of
Buenos Aires – Argentina
Telephone (54 11) 4317 5000 – Fax (54 11) 4317
5099