Central Puerto S.A 6-K, filed Mar 13, 2020
Central Puerto S.A. (CEPU)
About this 6-K
Central Puerto S.A filed this 6-K on March 13, 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 March, 2019
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
| Item | |
|---|---|
| 1. | English<br>translation of a notice submitted to the Argentine securities<br>regulator (the Comisión Nacional de Valores, or the CNV) on<br>March 10, 2020 |
| 2. | English<br>translation of an excerpt of the minutes of the meeting of the<br>Board of Directors of Central Puerto S.A. that called an Annual<br>General Meeting, dated March 10, 2020, submitted to the Argentine<br>securities regulator (the Comisión Nacional de Valores, or the CNV) on March 11,<br>2020 |
| 3. | English<br>translation of a notice sent to the Buenos Aires Stock Exchange<br>(Bolsa y Mercados Argentinos<br>S.A., or the BYMA) regarding the information set forth in<br>Section 62 of the Buenos Aires Stock Exchange Regulations dated<br>March 10, 2020 |
| 4. | English<br>translation of an excerpt of the minutes of the meeting of the<br>Board of Directors of Central Puerto S.A. that approved the<br>Consolidated Financial Statements for the year ended December 31,<br>2019 dated March 10, 2020, submitted to the Argentine securities<br>regulator (the Comisión<br>Nacional de Valores, or the CNV) on March 10,<br>2020 |
| 5. | English<br>translation of an excerpt of the minutes of a meeting of the<br>Supervisory Committee of Central Puerto S.A. dated March 10, 2020,<br>submitted to the Argentine securities regulator (the Comisión<br>Nacional de<br>Valores, or the<br>CNV) on March 10, 2020 |
| 6. | English<br>translation of a notice submitted to the Argentine securities<br>regulator (the Comisión Nacional de Valores, or the CNV) on<br>March 10, 2020 |
2
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.
| Central<br>Puerto S.A. | ||
|---|---|---|
| Date: March 13,<br>2020 | By: | /s/ <br>Leonardo<br>Marinaro |
| Name: | Leonardo<br>Marinaro | |
| Title: | Attorney-in-Fact |
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cepu_ex991
Exhibit 99.1

BUENOS AIRES, March 10, 2020
Comisión Nacional de Valores
Note: CPSA-GG-N-0081/20-AL
Subject: Material News
Dear Sir/Madam:
It is a pleasure to contact you in my capacity as Head of Market Relations of Central Puerto S.A. (the “Company”) so as to inform you that the Board of Directors of the Company has decided to call an General Shareholders’ Meeting on April 30, 2020 at 11 a.m. on first call, and at 12 on the same day on second call, at Av. Tomás A. Edison 2701, City of Buenos Aires.
Yours sincerely,
Leonardo Marinaro
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
cepu_ex992
Exhibit 99.2
Relevant part of the Minutes of Central Puerto S.A. Board of Directors’ Meeting held on March 10, 2020
Minutes No. 349: The meeting of the Board of Directors of CENTRAL PUERTO S.A. (the “Company” or “CPSA”, indistinctly) is held on March 10, 2020, in the City of Buenos Aires with the presence of Directors Osvaldo RECA, Jorge RAUBER, Miguel DODERO, José Luis MOREA, Juan José SALAS, Diego PETRACCHI, Tomas PERES, Tomas WHITE, Cristian LOPEZ SAUBIDET, Jorge Eduardo VILLEGAS and Liliana MURISI, who attends the meeting through videoconference. Also present are Cesar HALLADJIAN, Eduardo EROSA and Juan NICHOLSON, members of the Company’s Statutory Audit Committee. At 11 a.m., and the quorum being present, the meeting commences and the (…) fourteenth item of the Order of Business is open for discussion: 14) CALL OF GENERAL SHAREHOLDERS’ MEETING. Mr. Osvaldo RECA keeps the floor and informs the rest of the Directors, pursuant to the legal and bylaws requirements of the Company, that it is proper to call a General Shareholders’ Meeting. The Board of Directors unanimously approves the President’s proposal to call a General Shareholders’ Meeting on April 30, 2020, at 11 a.m. on first call, and at 12 p.m. on the same day on second call, at Av. Tomás A. Edison 2701, City of Buenos Aires, for the purpose of considering the following item of the Order of Business: (…). There being no further business to transact, the meeting is adjourned at 1:30 p.m.
Leonardo Marinaro
Head of Market Relations
Central Puerto S.A.
cepu_ex993
Exhibit 99.3

BUENOS AIRES, March 11, 2020
Notice: CPSA-GG-N-0075/20-AL
Bolsa de Comercio de Buenos Aires
Subject: Information set forth by Section 62 of Buenos Aires Stock Exchange Regulations
Dear Sir/Madam,
Pursuant to the section mentioned above, we inform that on March 10, the Board of Directors of Central Puerto S.A. approved the financial statements and other documents for the period ended December 31, 2019. Moreover, it acknowledged the corresponding reports by the Auditor and the Statutory Audit Committee.
Regard being had to the foregoing, we inform the following:
1.
Income (loss) for the period ended December 31, 2019:
| ARS 000 | |
|---|---|
| Income(loss)<br>for the period | |
| attributable<br>to shareholders of the Company | 8,808,815 |
| attributable<br>to non-controlling shareholding | (147,960) |
| Total<br>income(loss) for the period- Income | 8,660,855 |
Avda. Tomás A. Edison 2701- C1104BAB- City of Buenos Aires- Argentina
Telephone (5411) 43175000 – Fax (5411) 43175099
2.
Other comprehensive income for the period ended December 31, 2019:
| ARS 000 | |
|---|---|
| Other<br>comprehensive income for the period | |
| attributable<br>to shareholders of the Company | (32,070) |
| attributable<br>to non-controlling shareholding | - |
| Total<br>of other comprehensive income for the period- Loss | (32,070) |
3.
Total comprehensive income for the period ended December 31, 2019:
| ARS 000 | |
|---|---|
| Net<br>comprehensive income for the period | |
| attributable<br>to shareholders of the Company | 8,776,745 |
| attributable<br>to non-controlling shareholding | (147,960) |
| Total<br>net comprehensive income for the period- Income | 8,628,785 |
4.
Statement of changes in equity details divided in items and amounts as at December 31, 2019:
| ARS 000 | |
|---|---|
| Share<br>Capital – Face Value | 1,514,022 |
| Capital<br>adjustment | 18,416,762 |
| Statutory<br>Reserve | 2,378,736 |
| Optional<br>Reserve | 26,511,002 |
| Retained<br>earnings | 762,811 |
| Other<br>accumulated comprehensive income | - |
| Comprehensive<br>income (loss) for the period | 8,776,745 |
| Non-controlling<br>shareholding | 790,719 |
| Total | 59,150,797 |
| attributable<br>to shareholders of the Company | 58,360,078 |
| attributable<br>to non-controlling shareholding | 790,719 |
5.
Proposal of the Board of Directors
Net Income for the 2019 Period amounted to thousands ARS 8,808,815. The Board of Directors proposes the following: to allocate ARS 440,441 to the Statutory Reserve. Moreover, it is proposed to allocate the remaining balance of the Income (Loss) for the period to increase the Voluntary Reserve in the amount of ARS 8,368,374, which can be destined to: (a) the investment projects that are already committed and/or (b) future investments related to the new projects approved by the Board of Directors and/or (c) to the payment of dividends according to the evolution of the financial condition of the Company and pursuant to the Company’s Dividends Distribution Policy in force.
6.
Controlling shareholding
As a consequence of the merger between Central Puerto S.A., in its capacity as parent company and Operating S.A. (hereinafter, “OPER”), Hidroneuquén S.A. (hereinafter, “HNQ”) and Sociedad Argentina de Energía S.A. (hereinafter, “SADESA”), all in their capacity as acquired companies and, as a consequence of the corresponding acquired companies’ shares swap, none of the shareholders of Central Puerto S.A. holds a controlling interest.
Finally, it is important to highlight the fact that share capital is under public offering and it is listed in the Buenos Aires Stock Exchange (hereinafter, “BCBA”) and, as from February 2, 2018, in the New York Stock Exchange (hereinafter, “NYSE”). Therefore, shareholding may experience variations, which the company may not be aware of.
Yours sincerely,
Leonardo Marinaro
Head of Market Relations
CENTRAL PUERTO S.A.
cepu_ex994
Exhibit 99.4
Relevant part of the Board of Directors Meeting Minutes of Central Puerto S.A. on March 10, 2020
Minutes No. 349: In the City of Buenos Aires, on this March 10, 2020, at 11 am, the Board of Directors of CENTRAL PUERTO S.A. (the “Company” or “CPSA”, indistinctly), meet with the presence of Directors Osvaldo RECA, Jorge RAUBER, Miguel DODERO, Diego PETRACCHI, José Luis MOREA, Juan José SALAS, Diego PETRACCHI, Tomás PERES, Tomás WHITE, Cristian LOPEZ SAUBIDET, Jorge Eduardo VILLEGAS and Liliana MURISI, who is present through videoconference, are present at the meeting. Messrs. Cesar HALLADJIAN, Eduardo EROSA and Juan NICHOLSON, members of the Statutory Audit Committee attend the meeting. The quorum required is met and so the meeting starts, the eight item of the Order of Business is open for discussion: 8) CONSIDERATION OF THE ANNUAL REPORT AND ITS EXHIBIT, THE CONSOLIDATED INCOME STATEMENT, CONSOLIDATED COMPREHENSIVE INCOME STATEMENT, CONSOLIDATED STATEMENT OF FINANCIAL POSITION, CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY, CONSOLIDATED CASH FLOW STATEMENT, THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AND THEIR EXHIBITS, INDIVIDUAL INCOME STATEMENT, INDIVIDUAL COMPREHENSIVE INCOME STATEMENT, INDIVIDUAL STATEMENT OF FINANCIAL POSITION, INDIVIDUAL CASH FLOW STATEMENT, NOTES TO INDIVIDUAL FINANCIAL STATEMENTS, INFORMATIVE SUMMARY AND ADDITIONAL INFORMATION TO THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – SECTION 12, CHAPTER III, TITLE IV, REGULATIONS (N.T. 2013) OF THE ARGENTINE SECURITIES AND EXCHANGE COMMISSION FOR THE PERIOD ENDED DECEMBER 31, 2019. Mr. Osvaldo RECA takes the floor and informs that the Board of Directors needs to consider and approve the Annual Report and its Exhibit, the Consolidated Income Statement, the Consolidated Comprehensive Income Statement, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Shareholder’s Equity, Consolidated Cash Flow Statement, Notes to Consolidated Financial Statements and their Exhibits, Individual Income Statement, Individual Comprehensive Income Statement, Individual Statement of Financial Position, Individual Cash Flow Statement, Notes to Individual Financial Statements, Informative Summary and Additional Information to the Notes to Consolidated Financial Statements – Section 12, Chapter III, Title IV, of the regulations of the Argentine Securities and Exchange Commission (N.T. 2013) and Section 68 of the Buenos Aires Stock Exchange’s Regulations for the period ended December 31, 2019, documentation that was provided to the Directors well in advance. After a short debate and after acknowledging the Statutory Audit Committee report and the Authorizing Accountant’ report, the Board of Directors unanimously approve the Annual Report and its Exhibit, the Consolidated Income Statement, Consolidated General Income Statement, Consolidated Statement of Financial Position, Consolidated Statement in Shareholder’s Equity, Consolidated Cash Flow Statement, Notes to Consolidated Financial Statements and their Exhibits, Individual Income Statement, Individual General Income Statement, Individual Statement of Financial Position, Individual Cash Flow Statement, Notes to Individual Financial Statements, Informative Summary and Additional Information to the Notes to Consolidated Financial Statements – Section 12, Chapter III, Title IV, Argentine Securities and Exchange Commission and Section 68 of the Buenos Aires Stock Exchange’s Regulations for such period. Cesar HALLADJIAN, Eduardo EROSA and Juan NICHOLSON confirm the positive vote of Mrs. Liliana MURISI. Afterwards, the tenth item of the Order of Business is open for discussion: 10) CONSIDERATION OF THE 2019 ANNUAL REPORT BY THE STATUTORY AUDIT COMMITTEE. Mr. Osvaldo RECA takes the floor and puts the Company’s Annual Report by the Statutory Audit Committee to the consideration of directors. Previously to this meeting, such report has been put at the disposal of directors. There being no questions or comments on this regard, the Annual Report by the Statutory Audit Committee for year 2019 is unanimously approved. Cesar HALLADJIAN, Eduardo EROSA and Juan NICHOLSON confirm the positive vote of Mrs. Liliana MURISI. Afterwards, the eleventh item of the Order of Business is open for discussion: 11) CONSIDERATION OF THE 2020 PERFORMANCE PLAN BY THE STATUTORY AUDIT COMMITTEE. Mr. Osvaldo RECA keeps the floor and puts the Company’s 2020 Performance Plan by the Statutory Audit Committee to the consideration of directors. Previously to this meeting, such plan has been put at the disposal of directors. There being no questions or comments on this regard, the Action Plan presented by the Statutory Audit Committee for year 2020 is unanimously approved. Cesar HALLADJIAN, Eduardo EROSA and Juan NICHOLSON confirm the positive vote of Mrs. Liliana MURISI. (…) There being no further business to transact, the meeting is adjourned at 1.30 p.m.
Osvaldo Arturo Reca
President
Central Puerto S.A.
cepu_ex995
Exhibit 99.5
Minutes No. 383
The meeting of the Supervisory Committee of Central Puerto S.A. (hereinafter referred to as the “Company”) is held on March 10, 2020, in the City of Buenos Aires, with the presence of the members of the Supervisory Committee, Messrs. César Halladjian, Eduardo Erosa and Juan Nicholson. At 3.30 p. m., the meeting commences and the only item on the agenda is open for discussion: 1. CONSIDERATION OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2019. ISSUANCE OF SUPERVISORY COMMITTEE’S REPORT. Mr. Halladjian takes the floor and states that the Supervisory Committee of the Company has the obligation to issue a report on the Balance Sheet, the Income Statement, the Statement of Comprehensive Income, the Statement of Changes in Shareholders’ Equity, the Statement of Cash Flow, the Notes and Annexes, and the Reporting Summary and Additional Information to the Notes to the Financial Statements. Article No. 68 of the Rules of Buenos Aires Stock Exchange in force as at December 31, 2019. After a brief exchange of ideas, and considering the clarifications and information received from the Board of Directors of the Company, the members of the Supervisory Committee unanimously DECIDE to approve the contents of the Report issued by the Supervisory Committee, which is transcribed below, and to delegate the task of signing the document to Report to Mr. Halladjian:
SUPERVISORY COMMITTEE’S REPORT
To the Shareholders of
CENTRAL PUERTO S.A.
Introduction
1.Pursuant to the regulations set forth in Section 5, Article 294 of the Argentine Companies Law No. 19950 and its amendments (Ley General de Sociedades) and the Rules set forth by the Buenos Aires Stock Exchange for the ‘Authorization, Suspension, Withdrawal and Cancelation of the listing of Securities’ (BCBA’s Listing Rules), we have examined the separate and consolidated financial statements of CENTRAL PUERTO S.A. and its subsidiaries, which are attached herein and which include: (a) the separate and consolidated balance sheets as at December 31, 2019; (b) the separate and consolidated income statements and separate and consolidated statements of comprehensive income, the consolidated statement of changes in shareholders’ equity, and the separate and consolidated statements of cash flows for the period ended in the mentioned date; and (c) a summary of the significant accounting policies and more explanatory information. In addition, we have reviewed the corresponding information included in items 2, 3 and 5 of the 'Reporting Summary for the periods ended December 31, 2019 and 2018' as well as the 'Additional Information to the Notes to the Financial Statements – Title IV, Chapter III, Article 12 of Regulation No. 622 issued by the Argentine Securities Commission" as at December 31, 2019, submitted by the Company for the purpose of complying with the respective regulations established by the Argentine Securities Commission and the Buenos Aires Stock Exchange. The above mentioned documents are the responsibility of the Company’s Board of Directors in the execution of its exclusive duties.
1
Scope of work
2. Our work consisted in verifying that the information contained in the mentioned financial statements was consistent with the information about the Company’s decisions which were stated in the Minutes, and that those decisions complied with the law and the bylaws, both regarding formal and documentary requirements. For the purpose of performing this task, we have considered the independent auditors’ reports on consolidated and separate financial statements by the external auditor Germán Cantalupi, member of the firm Pistrelli, Henry Martin y Asociados S.R.L. Such reports, dated March 10, 2020 were issued in compliance with the International Auditing Standards established by the International Auditing and Assurance Standards Board (IAASB), which were adopted in Argentina in accordance with the effective date set forth by the Argentine Federation of Economic Sciences Professional Councils (Federación Argentina de Consejos Profesionales de Ciencias Económicas). We have not performed any management control, and therefore, we have not assessed the business decisions regarding administration ,financing, commercialization and production, since it is the Board who bears exclusive responsibility for these matters. Therefore, our responsibility is limited to state an assessment regarding those documents and it is not extended to acts, omissions or circumstances that we do not know, or that could not be inferred from the analysis of the information received by this Supervisory Committee during the execution of its duties. We consider that our work and the external auditor’s report are a reasonable ground on which we can base our report.
Conclusion
3.In our opinion, based on our review and on the reports dated March 10, 2020, issued by accountant Germán Cantalupi as member of the firm Pistrelli, Henry Martin y Asociados S.R.L., the financial statements mentioned the first paragraph reasonably show, in all their substantial aspects, both the consolidated and the separate financial situation of the Company and its subsidiaries as at December 31, 2019, as well as their consolidated and separate income situation and cash flow for the period ended the mentioned date, pursuant to the pertinent regulations established in the Argentine Companies Law, the Argentine Securities Commission and the International Financial Reporting Standards.
Report on other legal and regulatory requirements
4.
Pursuant to current regulations, we inform that:
a)
The inventory is recorded on the Inventory and Balance Book.
b)
Pursuant to the requirements set forth by General Resolution No. 340 and its amendments, issued by the Argentine Securities Commission on the independent external auditor and the quality of the auditing policies applied by such auditor, as well as the Company’s accounting policies, the aforementioned auditor’s report makes it clear that the auditing policies that are currently in force in the Argentine Republic have been applied. Such policies include the requirement of an external auditor; they mention no exceptions to the application of such regulations and show no discrepancies with the International Financial Reporting Standards.
2
c)
In the execution of our obligation to perform law compliance controls, during this period, we have applied the procedures described in Article 294 of the Argentine Companies Law that we deemed necessary considering the circumstances, with no remarks regarding this matter.
d)
The Board has submitted, as Annex to the Annual Report, the Report on the Degree of Compliance with the Companies’ Governance Code set forth by Resolution 606/2012 of the Argentine Securities Commission. Pursuant to such report, we have reviewed the information presented by the Board and, with regard to the report’s substantial matters and to the scope of our competence, we hereby state that we have no remarks regarding such information about the Degree of Compliance.
e)
We have revised the Board’s Annual Report taking into account what was set forth by Article 66 of the Argentine Companies Law and by current resolutions in force issued by the Business Entity Registry (Inspección General de Justicia- IGJ), regarding this matter and the agreement between the figures shown therein and in the financial statements mentioned in the first paragraph, over which we have no remarks to make. The perspectives of future actions contained in such document remain an exclusive responsibility of the Board.
f)
We have applied the procedures for the prevention of money laundering and terrorist financing set forth in professional regulations currently in force.
g)
With regards to the Company’s fulfilment of the requirement of setting up Directors’ guarantees pursuant to the general resolutions issued by IGJ, we have no remarks to make.
City of Buenos Aires,
March 10, 2020
Representing the Supervisory Committee
CÉSAR HALLADJIAN
Supervisoryor
The signing of the Financial Statements and the Supervisory Committee’s Report is delegated to Mr. Cesar Halladjian unanimously. There being no further business to come before the meeting, the meeting is adjourned at 4 p.m.
| César<br>Halladjian | Eduardo Erosa | Juan<br>Nicholson |
|---|
3
cepu_ex996
Exhibit 99.6

BUENOS AIRES, March 10, 2020
Comisión Nacional de Valores
Note: CPSA-GG-N-0084/20-AL
Subject: Central Puerto S.A. – informs Material News
Dear Sir/Madam:
It is a pleasure to contact you in my capacity as Head of Market Relations of Central Puerto S.A. (the “Company”) so as to inform that Mrs. Liliana Amelia Murisi has resigned to her position as Director of the Company.
In addition, I inform that such resignation is based strictly on personal reasons and that it has not been untimely or malicious, nor does it affect the normal functioning of the Company.
Yours sincerely,
Leonardo Marinaro
Head of Market Relations
CENTRAL PUERTO S.A.
Avda. Tomás A. Edison 2701 – C1104BAB – Ciudad de Buenos Aires – Argentina
Teléfono (54 11) 4317 5000 – Fax (54 11) 4317 5099