Central Puerto S.A 6-K, filed May 10, 2021
Central Puerto S.A. (CEPU)
6-K
2021-05-10
For: 2021-05-10
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on May 10, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of May 2021
Commission File Number: 001-38376
Central Puerto S.A.
(Exact name of registrant as specified in its charter)
Port Central S.A.
(Translation of registrant’s name into English)
Avenida Thomas Edison 2701
C1104BAB Buenos Aires
Republic of Argentina
+54 (11) 4317-5000
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form
40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
Yes
☐
No ☒
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):
Yes
☐ No
☒
Documents Translation
TABLE
OF CONTENTS
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Item
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English
translation of notice submitted to the Argentine securities
regulator (the Comisión Nacional de Valores, or the CNV) on
May 3, 2021
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English
translation of the synthesis of Annual General Meeting held on
April 30, 2021 submitted to the Argentine securities regulator (the
Comisión Nacional de Valores, or the CNV) on May 3,
2021.
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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 10, 2021
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By:
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/s/
LEONARDO MARINARO
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Name:
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Leonardo
Marinaro
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Title:
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Attorney-in-Fact
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Exhibit
99.1
BUENOS
AIRES, May 3, 2021
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Deputy Management of Issuing Companies
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
Notice:
CPSA-GG-N-0159/21-AL
Subject: Roll
– Ordinary and Special
General
Shareholders’ Meeting, April 30, 2021
Dear
Sir/Madam,
It is a
pleasure to contact you in my capacity as Head of Market Relations
of Central Puerto S.A. so as to attach the roll of the members of
the Board of Directors, members of the Statutory Audit Committee
and External Auditor appointed on the Ordinary and Special General
Shareholders’ Meeting on April 30, 2021.
Yours
sincerely,
Head
of Market Relations
CENTRAL
PUERTO S.A.
Av.
Tomás A. Edison 2701 – C1104BAB – City of Buenos
Aires – Argentina
Telephone
(54 11) 4317 5000 – Fax (54 11) 4317 5099
CENTRAL PUERTO S.A.
MEMBERS OF THE BOARD OF DIRECTORS, STATUTORY AUDIT COMMITTEE AND
EXTERNAL AUDITORS APPOINTED ON THE SHAREHOLDERS’ MEETING ON
APRIL 30, 2021
DIRECTORS:
OSVALDO ARTURO RECA
MIGUEL
DODERO
JOSÉ LUIS
MOREA
JUAN
JOSE SALAS
SOLEDAD
RECA
TOMAS
PERES
TOMAS
JOSE WHITE
MARCELO
ATILIO SUVA
DIEGO
GUSTAVO PETRACCHI
JORGE
EDUARDO VILLEGAS
GUILLERMO RAFAEL
PONS
DEPUTY
DIRECTORS:
FERNANDO ROBERTO
BONNET
JUSTO
PEDRO SAENZ
ADRIAN
GUSTAVO SALVATORE
JAVIER
ALEJANDRO TORRE
RUBEN
OMAR LOPEZ
JOSÉ MANUEL
PAZOS
ENRIQUE
GONZALO BALLESTER
OSCAR
LUIS GOSIO
ENRIQUE
TERRANEO
ALEJO
VILLEGAS
GABRIEL
ENRIQUE RANUCCI
MEMBERS OF THE STATUTORY COMMITTEE:
CARLOS
CESAR ADOLFO HALLADJIAN
EDUARDO
ANTONIO EROSA
JUAN
ANTONIO NICHOLSON
DEPUTY MEMBERS OF THE STATUTORY COMMITTEE:
CARLOS
ADOLFO ZLOTNITZKY
CRISTINA MARGARITA
DE GIORGIO
LUCAS
NICHOLSON
EXTERNAL AUDITORS
GERMÁN
ENRIQUE CANTALUPI (C.P.C.E.C.A.B.A. Volume °248,
Page°60): Certifying accountant
GUSTAVO
ARIEL KURGANSKY (C.P.C.E.C.A.B.A. Volume°309, Page°176):
Deputy Certifying Accountant.
Estudio
Pistrelli, Henry Martin & Asociados S.R.L.
Head
of Market Relations
CENTRAL
PUERTO S.A.
Av.
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 3, 2021
Notice:
CPSA-GG-N-0158/21-AL
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Deputy Management of Issuing Companies
25 de Mayo 175
City of Buenos Aires
To Issuers Management
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
-Shareholders’
Ordinary and
Special Shareholders’
Meeting
dated April 30, 2021.
Dear
ladies and gentlemen,
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 Ordinary and the Special
Shareholders’ Meeting held on April 30, 2020 (the
“Meeting”).
Shareholders
representing 73% of share capital and votes attended the Meeting.
In addition, Mr. Marcos Palomba–on behalf of the Argentine
Securities Commission (“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:
1.
CONSIDERATION ON
HOLDING THE SHAREHOLDERS’ MEETING REMOTELY AS PER CNV GR No.
830/2020 The majority of eligible votes present approved
holding the Shareholders’ Meeting remotely as per CNV GR No.
830/20.
2.
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.
Avda. Tomás A. Edison 2701 – C1104BAB – City of
Buenos Aires – Argentina
Telephone (54 11) 4317 5000 – Fax (54 11) 4317
5099
3.
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; NOTES TO THE FINANCIAL STATEMENTS, INFORMATION
REPORT, AUDITOR’S REPORT AND STATUTORY AUDIT
COMMITTEE’S REPORT. ALL THESE DOCUMENTS ARE WITH RESPECT TO
THE FISCAL YEAR ENDED DECEMBER 31, 2020. The following were
approved by unanimous eligible votes possible to be casted in this
decision: (i) the Consolidated Income Statement, 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 and Annexes as submitted by
the Board of Directors; (ii) the Annual Report and its Annex as
submitted by the Board of Directors; (iii) the separated Income
Statement, the separated Statement of Comprehensive Income, the
separated Statement of Financial Position, the separated Statement
of Cash Flow 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 for the
fiscal year ended December 31, 2020; (v) the information report
required by CNV 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 Statutory Audit Committee or the ruling
accountant.
4.
CONSIDERATION OF
THE INCOME FOR THE FISCAL YEAR AND THE BOARD OF DIRECTORS’
PROPOSAL, WHICH CONSISTS ON ALLOCATING: A) THE AMOUT OF PS. 344,596
THOUSAND FOR THE CREATION OF THE STATUTORY RESERVE AND (B) THE
AMOUNT OF PS. 6,547,325 THOUSAND STEMING FROM THE INCOME FOR THE
PERIOD TO THE OPTIONAL RESERVE IN ACCORDANCE WITH SECTION 70 OF THE
ARGENTINE BUSINESS ENTITIES ACT, WHICH CAN BE ALLOCATED TO: (I)
investment projects already committed and/or (ii) future
investments BY THE COMPANY AND/OR ITS SUBSIIARIES related to NEW
ACQUISITION projects approved by the Board of Directors and/or
(iii) payment of dividends based on the evolution of the
Company’s financial conditions and the provisions of the
Company’s Dividends 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) the amount of Ps. 344,596 to form
the statutory reserve; and ii) the amount of Ps. 6,547,325 from the
remaining balance of the fiscal year to increase the voluntary
reserve in accordance with section 70 of the Argentine Business
Entities Act, which can be destined to the following: (I)
investment projects already committed and/or (ii) future
investments BY THE COMPANY AND/OR ITS SUBSIIARIES related to NEW
ACQUISITION projects approved by the Board of Directors and/or
(iii) payment of dividends based on the evolution of the
Company’s financial conditions and the provisions of the
Company’s Dividends Distribution Policy in force.
Additionally, the personnel’s profit-sharing bond was
approved by the Company, as per sections 12 and 33 of the Bylaws,
delegating in the Board of Directors its payment
conditions.
5.
CONSIDERATION OF
THE PERFORMANCE OF THE BOARD OF DIRECTORS DURING THE FISCAL YEAR
ENDED DECEMBER 31, 2020. 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.
6.
CONSIDERATION OF
THE PERFORMANCE OF THE COMPANY’S SUPERVISORY COMMITTEE DURING
THE FISCAL YEAR ENDED DECEMBER 31, 2020. The performance of
the Company’s Supervisory Committee up to this Meeting was
approved by the majority of eligible votes possible to be
casted.
7.
CONSIDERATION OF
THE REMUNERATION TO THE COMPANY’S BOARD OF DIRECTORS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 20120 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,
2021. The following were approved by the majority of
eligible votes possible to be casted: i) i) the remuneration of the
Directors for the fiscal year ended December 31, 2020, confirming
the advance payment received, for the total amount of Ps.
$12,510,000.00, and ii) to authorize the members of the Board of
Directors and 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, 2021.
8.
CONSIDERATION OF
THE REMUNERATION TO THE COMPANY’S STATUTORY AUDIT COMMITTEE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, AND THE FEES’
REGIME FOR THE FISCAL YEAR TO END DECEMBER 31, 2021. 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 Statutory Audit Committee for the fiscal year ended December
31, 2020, confirming the advance payments received, for the total
amount of Ps. 950,000.00 and ii) to authorize the members of the
Statutory 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,
2021.
Avda. Tomás A. Edison 2701 – C1104BAB – City of
Buenos Aires – Argentina
Telephone (54 11) 4317 5000 – Fax (54 11) 4317
5099
9.
DETERMINATION OF
THE NUMBER OF DEPUTY DIRECTORS AND THE APPOINTMENT OF DIRECTORS AND
DEPUTY 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 deputy
directors and (ii) to appoint the following as Directors of the
Company: Osvaldo Arturo RECA, Miguel DODERO, José Luis MOREA,
Juan José SALAS, Soledad RECA, Tomás PERES, Tomás
José WHITE, Marcelo Atilio SUVA, Diego PETRACCI, Jorge Eduardo
VILLEGAS and Guillermo Rafael PONS; and to appoint the following as
Deputy Directors of the Company: Fernando Roberto BONNET, Justo
Pedro SAENZ, Adrián Gustavo SALVATORE, Javier Alejandro TORRE,
Rubén Omar LÓPEZ, José Manuel PAZOS, Enrique Gonzalo
BALLESTER, Oscar Luis GOSIO, Enrique TERRANEO, Alejo VILLEGAS and
Gabriel Enrique RANUCCI.
10.
APPOINTMENT OF THE
MEMBERS AND DEPUTY MEMBERS OF THE COMPANY’S STATUTORY AUDIT
COMMITTEE FOR THE FISCAL YEAR TO END DECEMBER 31, 2021. 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, Cristina Margarita DE
GIORGIO and Lucas NICHOLSON as Deputy Statutory Auditors of the
Company.
11.
CONSIDERATION OF
THE COMPANY’S CERTIFYING ACCOUNTANT’S FEES WITH RESPECT
TO THE ANNUAL ACCOUNTING DOCUMENTS FOR THE FISCAL YEAR 2020.
The following were approved by the majority of eligible votes
possible to be casted in this decision: i) the amount of Ps.
20,866,428 to cover audit services, ii) the amount of Ps. 1,007,724
to cover tax services.
12.
APPOINTMENT OF THE
CERTIFYING ACCOUNTANT AND OF THE DEPUTY CERTIFYING ACCOUNTANT FOR
THE FISCAL YEAR TO END DECEMBER 31, 2021 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 for the fiscal year to end December 31, 2021;
and 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 Deputy
Certifying Accountant of the mentioned financial statements; and
iii) that the remunerations corresponding to the fiscal year 2021
shall be approved during the next Ordinary Shareholders’
Meeting.
13.
APPROVAL OF THE
ANNUAL BUDGET FOR THE FUNCTIONING OF THE SUPERVISORY
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 Supervisory
Committee.
14.
CONSIDERATION OF
THE AMENDMENT OF SECTION 14 OF THE BYLAWS ON SHAREHOLDERS’
MEETINGS SO AS TO INCORPORATE THE POSSIBILITY OF HOLDING THEM
REMOTELY. The
amendment and replacement of Section 14 of the Bylaws was approved
by the majority of the votes possible to be casted. The new Section
14 reads as follows: SECTION 14:
The Shareholders’ Meeting is convened on first call when the
shareholders represented the majority of the shares with a right
vote are present. The Shareholders’ Meeting is convened on
second call regardless of the amount of shares with a right to vote
present. In both cases, decisions shall be made upon absolute
majority of present votes possible to be casted. The participation
of shareholders in the act, both at Ordinary and Special
Shareholders’ Meetings, may be on their own behalf or through
proxy, in-person or remotely guaranteeing free access to the
meetings to all shareholders with voice and vote through a
communication channel permitting simultaneous sound, images and
words transmission, as longs as participants can be identified and
can continue the debate and intervention in real time. Participants
attending through any of the means mentioned above shall be
considered present to all effects, including but not limited to
determine whether there is quorum or not. The names of the persons
participating remotely, their acting capacity, the place they were
at and the technical mechanism used shall be recorded in the
minutes (as per section 61 of Decree 471/2018 or the regulation
amending or replacing it in the future). The Statutory Audit
Committee shall record the regularity of the decisions taken during
the meeting.
15.
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 Florencia Riatti, and/or María Lucila
Winschel, and/or Veronica Apollonio, and/or Jose María Bazan,
and/or Teodoro Rodriguez Caceres and/or Juan Zurano and/or Milagros
Marini, 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.
With no
further business at present, I remain sincerely yours.
Avda. Tomás A. Edison 2701 – C1104BAB – City of
Buenos Aires – Argentina
Telephone (54 11) 4317 5000 – Fax (54 11) 4317
5099