Central Puerto S.A 6-K, filed May 11, 2020
Central Puerto S.A. (CEPU)
6-K
2020-05-11
For: 2020-05-11
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Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on May 11, 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
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 11, 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 1
SHAREHOLDERS’ ANNUAL GENERAL MEETING OF CENTRAL PUERTO S.A.
No. 76
On April 30, 2020, at 12:45, the
Chairman of CENTRAL PUERTO SOCIEDAD ANÓNIMA (the
“Company”), Mr. Osvaldo
Arturo RECA, who is in the Province of Buenos Aires, grants the
floor to the Secretary so as to commence the Shareholder’s
Annual General Meeting. Mr. Leonardo Marinaro, acting in his
capacity as Secretary, takes the floor and informs that he is in
the Province of Buenos Aires, and there being quorum, the
Shareholder’s Annual General Meeting (the “Meeting”) is held. In
addition, he informs that due to the health emergency as a result
of the COVID-19 pandemic declared by the World Health Organization,
the Argentine government declared the preventive and mandatory
Social Isolation decree, initially from March 20, 2020, and as at
this date it has been extended and is still in force. The last
Decree of Necessity and Urgency (“DNU”) No. 408 issued by
the Argentine Executive Power has extended this policy until May
10, 2020. Within the context of this health emergency, the
Argentine Securities Commission (“CNV”) issued the CNV
General Resolution No. 830 on April 3, 2020, which establishes that
the governing bodies of the issuer entities under its control may
hold remote meetings, even though their Bylaws do not contemplate
such meetings, provided the following requirements are met:
1. The issuer
entity must ensure that all shareholders with the right of voice
and to vote have free accessibility to all the meetings;
2. The
communication channel must enable the simultaneous transmission of
sounds, images and words throughout the whole meeting, as well as
its recording in digital support; 3. The call to the meeting, as
well as its appropriate legal and statutory notice, must express
the chosen communication channel in a clear and simple manner, its
access method so as to enable their participation and the
procedures established for remote voting by digital means.
Moreover, the email referred to in the following item must be sent;
4. Shareholders
shall notify their attendance to the meeting through an email that
the issuer entity establishes to that effect. In case of proxies,
the proper authorizing instrument, sufficiently certified, must be
issued to the entity within five (5) working days prior to the
meeting; 5.
1
The minutes must expressly include
the persons who participated in the remote meeting, and the
capacity in which they are acting, the place where they are and the
technical mechanisms used. Upon the termination of the minutes, the
Company shall transcribe the appropriate information as declared at
the moment of the admission to the Meeting, which is duly recorded.
6. The issuer
entity must keep a copy of the meeting in a digital support for
five (5) years, which must be available for any shareholder who
requests it. 7. The
Supervisory Audit Commission must perform its duties throughout the
whole meeting, in order to ensure the proper compliance with the
legal, regulatory and statutory dispositions, especially the
minimum requirements established by the dispositions. In case the
Bylaws do not include the possibility of holding remote meetings,
as is the case of the Company, the following requirements must also
be met: 1. In addition to
the legal and statutory publications, the issuer entity must spread
the call through all reasonably necessary means, in order to
safeguard the rights of its shareholders. To that end, on April 8,
2020, a supplementary notice was published in the Official Gazette,
in the national newspaper La
Prensa, and it was communicated to the Market as Material
Information. 2. As a second
measure, in order to discuss the first item on the Agenda, quorum
for the shareholders’ special meetings must be present, and
in order to hold the remote meeting, the majority required for the
modification of the Bylaws must be met. Based on the foregoing, the
Secretary informs that all the requirements included in the
dispositions are met and that this Meeting is being recorded as
from the entry of the participants to the virtual lobby (which
commenced at 10.30 am), whether an authority or a shareholder, all
the identification and legal capacity information was provided,
expressing full names, showing the front and back of their identity
documents to the camera, telephone number or cell phone number so
as to communicate in the event of any technological inconvenient
during the Meeting, whether it is a principal or a proxy, in the
latter case, the proxy was asked whether the instrument had been
previously sent by email within the legal term, and whether it was
modified, and finally, prior to the Meeting, all the participants
had been informed in a clear and simple manner of the means of
communication chosen and the access method in order to enable such
participation duly beforehand.
2
Mr. Marinaro then informs that this
Meeting is held with the presence of Mr. Alejandro Sinland,
representing CNV and Mrs. Mariela Bertola, representing Bolsas y
Mercados Argentinos S.A. (“BYMA”). Furthermore, he
informs that the following directors, who have registered their
participation through the virtual lobby, are present: Miguel
DODERO, Juan José SALAS, Diego PETRACCHI, Tomás PERES,
José Luis MOREA, Tomás WHITE, Jorge RAUBER, Cristián
LOPEZ SAUBIDET, Jorge Eduardo VILLEGAS, and Pablo VEGA. In
addition, the Meeting is held with the presence of the members of
the Statutory Audit Committee: Carlos Cesar Adolfo HALLADJIAN, Juan
Antonio NICHOLSON and Eduardo Antonio EROSA. Mr. Marinaro proceeds
to put on record that 43 shareholders are present, 38 by proxy and
5 on their own behalf, and altogether represent 1,273,519,670
common shares with one (1) vote per share and each share has a
nominal value of Ps.1. Such shares represent a total capital of
$1,273,519,670 with right to 1,273,519,670 votes and they represent
84.11% of the current capital stock of $ 1,514,022,256 and of the
total outstanding shares with right to vote. The shares, votes,
names of the Shareholders and their proxies, domiciles and identity
documents shall be duly placed on the Shares and Meetings
Attendance Book and, once the emergency measures in force are
lifted, the signature thereof shall be arranged. It is put on
record that the shares certificates have been presented pursuant to
section 238 of the Argentine Business Entities Act No. 19550
(“LGS”), CNV Regulations
(T.O. 2013), Resolution No. 622/2013 as amended
(“CNV
regulations”), and the CNV General Resolution No. 830.
In order to enable the smooth development of the Meeting, the
Secretary requests the Shareholders to follow the following
instructions: i) To ask
for the floor: raise your physical hand in front of the
camera, and send a message through the chat asking for the
floor.
3
Then, the Chairman shall determine
the granting of the floor to the shareholders, identifying them, in
order to ensure the order of the act; ii) To cast the vote: To keep the
order, the Chairman, at the moment of voting, and after the first
motion is exposed, shall ask each of the shareholders and/or their
proxy about their vote, identifying each of them with their full
name in order to cast the vote. The same will be performed for each
motion proposed. iii) Finally, due to the number of participants,
the Secretary asks the participants to mute their microphones,
except when they want to participate, motion and/or vote, pursuant
to the previous instructions. After this, the Chairman takes the
floor and informs that the legal quorum to hold the Meeting validly
is present, the Meeting commences and the introductory motion is
placed for consideration: THE PRELIMINARY
RESOLUTION ESTABLISHED BY CNV GENERAL RESOLUTION No. 830:
Pursuant to the requirements established by the previously
mentioned CNV General Resolution No. 830, it is proposed as an
introductory motion to approve the holding of this remote Meeting,
as all the requirements established by the authorizing regulations
are met, and it is informed that for the first item on the Agenda,
the quorum required for the Shareholders’ Special Meetings is
present, and that the decision must be adopted by the majority
required for the modification of the Company Bylaws. All
shareholders having cast their votes, the proposal about the
approval of the Preliminary Resolution is approved unanimously by
the legitimate votes possible to be cast. Then, the Chairman puts
for consideration the first item on the Agenda: 1) APPOINTMENT OF TWO
SHAREHOLDERS TO SIGN THE MINUTES: The proxy of shareholder
José Luis D’Odorico takes the floor and proposes the
appointment of shareholders Marcelo Atilio Suvá and the proxy
of shareholder Gonzalo Pérès Moore, so that they sign the
minutes of this Meeting. The motion is put to vote. The proxy of
shareholder Citibank N.A. – Central Puerto S.A.
(“Citibank”) casts
343,416,060 votes in favor of the motion of the proxy of
shareholder D’Odorico, 29,430 negative votes, and he abstains
from casting 218,580 votes. In virtue thereof, and having every
shareholder cast their vote, the proposal of the proxy of
shareholder D’Odorico is approved by the majority of
legitimate votes possible to be cast, with the negative vote of
Citibank shareholder with 29,430 votes, and the abstention of
218,580 votes by the same shareholder.
4
Then, the second item on the Agenda
is put for consideration: 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 STATUTORY AUDIT COMMITTEE REPORT. ALL THESE
DOCUMENTS ARE WITH RESPECT TO THE FISCAL YEAR ENDED DECEMBER 31,
2019.. In this regard, the Chairman informs that the
documents under consideration have been duly made available to the
shareholders, prior to this Meeting and within the regulatory
terms, and have been duly submitted to the CNV and BYMA.
Furthermore, he informs that in addition to the mentioned
documents, the Annual Report by the Supervisory Committee of the
Company was made available to the Shareholders, which includes the
treatment given to the issues under its competence established in
section 110 of the Capital Market Law No. 26831, as well as Chapter
III, Title II of CNV Regulations, for the period ended on December
31, 2019.
5
After this, the proxy of
shareholder D’Odorico takes the floor and proposes to: (i)
omit the reading of the documents under consideration for the
Shareholders are aware of their content as they have duly been made
available prior to this Meeting and within the correspondent
regulatory terms; (ii) approve the Consolidated Comprehensive
Income Statement, the Consolidated Statement of Financial Position,
the Consolidated Statement of Changes in Shareholders’
Equity, the Consolidated Cash Flow Statement and the notes to the
Consolidated Financial Statements as submitted by the Board of
Directors; (iii) approve the Annual Report as submitted by the
Board of Directors; (iv) approve the Separate Financial Statements
and the notes to the Separate Financial Statements as submitted by
the Board of Directors; (v) approve the Independent Auditor Reports
and the Report of the Statutory Audit Committee for the period
ended December 31, 2019; (vi) approve the additional information
under the terms of Section 62 of the Merval Listing Regulations and
Section 12, Chapter III, Title IV of CNV Regulations and the
Information Report requested by CNV Regulations, as submitted by
the Board of Directors; and (vii) 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 certifying accountant. The motion by the proxy of
shareholder D’Odorico is put to vote. The proxy of
shareholder Citibank takes the floor, who casts 325,330,430 votes
in favor of the motion by the proxy of shareholder D’Odorico,
93,770 negative votes, and he abstains from casting 18,240,140
votes. Then, the third item on the Agenda is placed for
consideration: 3)
CONSIDERATION OF
THE INCOME FOR THE PERIOD AND THE REMAINING RETAINED EARNINGS, AND
THE PROPOSAL BY THE BOARD OF DIRECTORS TO ASSIGN THE FOLLOWING
AMOUNTS IN THOUSANDS OF ARGENTINE PESOS: A) $440,441 FOR THE
STATUTORY RESERVE, AND B) $8,368,374 FROM THE INCOME OF THE PERIOD
TOGETHER WITH $730,471 FROM ACCUMULATED RETAINED EARNINGS, THAT IS
TO SAY, TO ALLOCATE A TOTAL AMOUNT OF $9,099,115 TO THE VOLUNTARY
RESERVE UNDER THE TERMS OF SECTION 70 OF THE ARGENTINE BUSINESS
ENTITIES ACT, WHICH MAY BE ALLOCATED TO:
6
(I) THE INVESTMENT
PROJECTS ALREADY UNDERTAKEN, AND/OR (II) FUTURE INVESTEMENTS
RELATED TO THE NEW PROJECTS THAT MAY BE APPROVED BY THE BOARD OF
DIRECTORS, AND/OR PAYMENT OF DIVIDENDS BASED ON THE EVOLUTION OF
THE FINANCIAL POSITION OF THE COMPANY 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 Chairman takes the floor and
informs the participants that the net income in thousands of
Argentine pesos for the period ended December 31, 2019 is
$8,808,815. Pursuant to the Argentine Business Entities Act and the
CNV Regulations, it is proper to allocate to the statutory reserve
an amount of no less than 5% of the income for the period, more or
less the adjustments made in previous periods, the transferences of
the general income to retained earnings and the prior absorption of
losses, until it reaches 20% of the capital stock plus the balance
in the account of adjustment to capital stock. Floor is granted to
the Shareholders so that they can make the pertinent proposals for
the treatment of the income for the period. The proxy of
shareholder D’Odorico takes the floor and proposes: a) to
increase the statutory reserve by in thousands of Argentine pesos
of $440,441, and b) to allocate the remaining balance of the income
for the period to increase the Voluntary Reserve, which may be
allocated to: (i) the investment projects already undertaken and/or
(ii) future investments related to the new projects that may be
approved by the Board of Directors and/or (iii) payment of dividend
based on the evolution of the financial position of the Company and
the Company’s dividend distribution policy in force. In
addition, he proposes the payment of the profit-sharing bonus,
pursuant to sections 12 and 33 of the Bylaws, delegating to the
Board of Directors the conditions for its
payment.
7
The proxy of shareholder Citibank
takes the floor and casts 343,198,510 votes in favor of the motion
by the proxy of shareholder D’Odorico, 94,170 negative votes
and he abstains from casting 371,660 votes. Afterwards, the proxy
of shareholder Argentine Government – Secretariat of Energy
takes the floor and expresses that it approves the motion by the
proxy of shareholder D’Odorico and it abstains from voting on
the issue related to the payment of the profit-share bonus to the
personnel. In virtue thereof, and having the shareholders cast
their votes, the proposal by the proxy of shareholder
D’Odorico is approved by the majority of legitimate votes
possible to be cast, pursuant to the following: a) in relation to the destination of the
income for the period, the motion by the proxy of shareholder
D’Odorico is approved by the majority of legitimate votes
possible to be cast, with the negative vote by shareholder Citibank
by 94,170 votes and the abstention from the same shareholder with
371,660 votes; and b) in
relation to the payment of the profit-share bonus to the personnel
of the Company, the motion from shareholder D’Odorico is
approved by the majority of legitimate votes possible to be cast,
with the negative vote of the shareholder Citibank with 94,170
votes, and the abstention from shareholder Citibank with 371,660
votes and the shareholder Argentine Government – Secretariat
of Energy by 124,949,112 votes. The fourth item on the Agenda is
put for consideration: 4)
CONSIDERATION OF
THE PERFORMANCE BY THE COMPANY’S BOARD OF DIRECTORS FOR THE
PERIOD ENDED DECEMBER 31, 2019. The proxy of shareholder
D’Odorico takes the floor, who proposes to approve the
performance of the Board of Directors as at the date of this
Meeting. The motion is put to vote. The proxy of shareholder
Citibank casts 343,075,270 votes in favor of the motion by the
proxy of shareholder D’Odorico, 86,060 negative votes and it
abstains from casting 503,010 votes. In virtue thereof, having all
shareholders cast their votes, the proposal by the proxy of the
shareholder D’Odorico is approved by the majority of
legitimate votes possible to be cast, with the negative vote from
shareholder Citibank by 86,060 votes, and the abstention from the
same shareholder with 503,010 votes. The Chairman puts the fifth
item on the Agenda for consideration: 5) CONSIDERATION OF
THE PERFORMANCE OF THE COMPANY’S STATUTORY AUDIT COMMITTEE
FOR THE PERIOD ENDED DECEMBER 31, 2019. The proxy
shareholder D’Odorico takes the floor and proposes to approve
the performance of the Statutory Audit Committee as at the date of
this Meeting. The motion is put to vote.
8
The proxy of shareholder Citibank
casts 343,082,030 votes in favor of the motion by the proxy of
shareholder D’Odorico, 67,940 negative votes and it abstains
from casting 514,370. In virtue thereof, having all shareholders
cast their votes, the proposal by the proxy of shareholder
D’Odorico is approved by the majority of legitimate votes
possible to be cast, with the negative vote from shareholder
Citibank with 67,940 votes, and the abstention from the same
shareholder with 514,370 votes. The sixth item on the Agenda is put
for consideration: 6)
CONSIDERATION OF
THE REMUNERATION OF THE MEMBERS OF THE COMPANY’S BOARD OF
DIRECTORS, FOR THE PERIOD ENDED DECEMBER 31, 2019, WITHIN THE
LIMITS ESTABLISHED FOR EARNINGS BY SECTION 261 OF LAW No. 19550 AND
THE REGULATIONS BY THE ARGENTINE SECURITIES COMMISSION.
CONSIDERATION OF THE ADVANCE PAYMENT OF THE FEES TO THE BOARD OF
DIRECTORS FOR THE PERIOD THAT WILL CLOSE DECEMBER 31, 2020.
The Chairman takes the floor and informs that, pursuant to the
considerations made in the Meeting of the Board of Directors held
on March 10, 2020, the Company’s Board of Directors proposes
the Shareholders to ratify the advance payment of the fees received
by the Board of Directors during the period ended December 31, 2019
for the total amount of $12,350,000.00 for their competence and
professional reputation. In addition, they propose the Shareholders
to authorize the members of the Board of Directors to continue
collecting advance payments during this period, provided it is
approved by the appropriate shareholders’ meeting that
consider the financial statements for the period ended December 31,
2020. The proxy of the shareholder D’Odorico takes the floor,
and proposes to: i) approve the remuneration of the Directors for
the period ended December 31, 2019, ratifying the advance payments
collected, for a total amount of $12,371,948.63 for their
competence and professional reputation pursuant to the following
details:
9
Miguel DODERO $1,240,000.00;
Cristian LÓPEZ SAUBIDET $1,050,000.00; Osvaldo RECA
$1,495,000.00; Diego Gustavo PETRACCHI $1,150,000.00; Tomás
José WHITE $1,495,000.00; Oscar Luis GOSIO $390,000.00; Juan
José SALAS $1,275,000.00; Tomás PERES $950,00.00; Pablo
Javier VEGA $100,00.00; Jose Luis MOREA $1,105,000.00; Jorge
Eduardo VILLEGAS $1,050,000.00; Liliana MURISI $1,050,000.00 and
JORGE RAUBER $21,948.63, and we thank the waiver submitted by the
remaining Directors; and ii) authorize the members of the Board of
Directors and the members of the Supervisory Committee to collect
advance payments provided it is approved by the next
Shareholders’ Meeting that shall consider the annual
financial statements for the period ended December 31, 2020. The
motion by the proxy of shareholder D’Odorico is put to vote.
The proxy of shareholder Citibank takes the floor and casts
343,113,430 votes in favor of the motion by the proxy of
shareholder D’Odorico, 203,590 negative votes and it abstains
from casting 347,320 votes. Then, the proxy of shareholder
Argentine Government – Secretariat of Energy votes in favor
of ratifying the advance payment for the fees received by the Board
of Directors but only for the total amount of $12,350,000.00. The
proxy of shareholder ANSES FGS Law No. 26425 votes against the
motion by the proxy of shareholder D’Odorico. After a brief
debate and having each shareholder cast their vote, the proposal by
the proxy of the shareholder D’Odorico is approved by the
majority of legitimate votes possible to be cast, with the negative
vote of shareholder Citibank with 203,590 votes, Argentine
Government – Secretariat of Energy by 124,949,112 votes; and
ANSES FGS Law No. 26425 by 27,992,640 votes, with the abstention
from the shareholder Citibank with 347,320 votes. Then, the seventh
item on the Agenda is put for consideration. 7) CONSIDERATION OF
THE REMUNERATION TO THE COMPANY’S STATUTORY AUDIT COMMITTEE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019, AND THE FEES’
REGIME FOR THE FISCAL YEAR TO END DECEMBER 31,
2020.
10
The proxy of shareholder
D’Odorico takes the floor and proposes the following:
i) the approval of the
remuneration of the members of the Statutory Audit Committee for
the fiscal year ended December 31, 2019, confirming the advance
payments received, for the amount of Ps. 862,500.00, in accordance
with the following details: Cesar HALLADJIAN $262,500.00; Eduardo
EROSA $287,500.00; Juan NICHOLSON $287,500.00 and Carlos ZLOTNITZKY
$25,000.00, and ii) to
authorize the members of the Statutory Audit Committee to receive
advance payment provided it is approved the next Meeting, which
Meeting shall consider the financial statements for the fiscal year
ended December 31, 2020. The motion by the proxy of shareholder
D’Odorico is put to vote. Afterwards, the proxy of
shareholder Citibank states that it issues 319,131,730 votes in
favor of the proposal by the proxy of shareholder D’Odorico;
1,273,770 negative votes; and that it abstains from casting
23,258,840 votes. Afterwards, the proxy of shareholder Argentine
Government –Secretariat of Energy takes the floor and states
that it votes (i) in favor of the approval of the remuneration of
the members of the Statutory Audit Committee for the fiscal year
ended December 31, 2019, confirming the advance payments received
for the amount of Ps. 862,500.00, in accordance with the following
details: Cesar HALLADJIAN $262,500.00; Eduardo EROSA $287,500.00;
Juan NICHOLSON $287,500.00 and Carlos ZLOTNITZKY $25,000.00, and
ii) against authorizing the
members of the Statutory Audit Committee to receive advance payment
ad referendum the next
Meeting, which Meeting shall consider the financial statements for
the fiscal year ended December 31, 2020. The proxy of shareholder
ANSES FGS Law 26425 votes against the motion by the proxy of
shareholder D’Odorico. After short deliberation and
shareholders having cast their votes, the proposal by the proxy of
shareholder D’Odorico is approved by the majority of
legitimate votes possible to be cast. Next, Mr. Chairman submits to
people present the eighth item on the Agenda for consideration.
8)
DETERMINATION OF THE NUMBER OF DEPUTY DIRECTORS AND 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.
11
In this regard, Mr. Chairman
informs that in accordance with Section 17 of the Company’s
Bylaws, the direction and management of the Company shall be in
charge of a Board of Directors formed by 11 (eleven) directors and
the same or lower number of deputy directors. Regard being had to
the foregoing, it is necessary to determine the number of deputy
Directors for the fiscal year 2020. Afterwards, the proxy of
shareholder D’Odorico takes the floor, proposes and votes for
the number of Deputy Directors for the current fiscal year to be
fixed in 11 (eleven). The motion is put to vote. Afterwards, the
proxy of shareholder Citibank states that regarding the motion by
the proxy of shareholder D’Odorico, it issues 311,312,740
votes in favor; 9,109,250 negative votes; and that it abstains from
casting 23,242,350 votes. Afterwards, the proxy of shareholder
ANSES FGS Law 26425 states that it refrains from voting on the
proposed motion. After short deliberation and the shareholders
having cast their votes, the proposal by the proxy of shareholder
D’Odorico is approved by the majority of legitimate votes
possible to be cast, with the negative vote of shareholder Citibank
with 9,109,250 votes and with the abstention of shareholder
Citibank with 23,242,350 votes and shareholder ANSES FGS Law 26425
with 27,992,640 votes. Mr. Chairman takes the floor informing that
the number of Deputy Directors for the fiscal year 2020 being
fixed, it is necessary to appoint Directors and Deputy Directors
for the fiscal year to end December 31, 2020 on the grounds of the
expiration of all terms in office. Moreover, Mr. Chairman puts on
record that in order to appoint the members of the Board of
Directors, the provisions of Section 109 of Law no. 26831, Section
16 and related sections of Chapter III, Title II of the Argentine
Securities Commission (CNV) Regulations must be taken into account,
regarding the independent character that most of the members of the
Company’s Statutory Audit Committee must
bear.
12
Afterwards, the proxy of
shareholder D’Odorico takes the floor and proposes
a) 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 b) to appoint the following as Deputy
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. Moreover, she states that
Osvaldo Arturo RECA, Tomás PERES, Cristián LÓPEZ
SAUBIDET, Jorge Aníbal RAUBER, José Manuel PAZOS, Marcelo
Atilio SUVA, Justo Pedro SAENZ, Adrián Gustavo SALVATORE,
Javier Alejandro TORRE, Rubén Omar LÓPEZ, Juan Pablo
GAUNA OTERO, Miguel DODERO and Diego PETRACCI are not independent,
and that José Luis MOREA, Juan José SALAS, Tomás
José WHITE, Jorge Eduardo VILLEGAS, Oscar Luis GOSIO,
Guillermo Rafael PONS, Enrique Gonzalo BALLESTER, Diego Federico
CERDEIRO and Gabriel Enrique RANUCCI are independent pursuant to
the provisions of Section 11, Chapter III, Title II of the
Argentine Securities Commission (CNV) Regulations. She also informs
that in accordance with CNV Regulations, the above mentioned
candidates have stated that they support the adoption of a
Corporate Governance Code aimed at implementing certain practices
of good governance, which are considered as a protection instrument
for shareholders and third parties in general. The motion is put to
vote. Afterwards, the proxy of shareholder Citibank states that
regarding the motion by the proxy of shareholder D’Odorico, it issues
311,312,740 votes in favor; 9,109,250 negative votes; and that he
abstains from casting 23,242,350 votes. The proxy of shareholder
Argentine Government –Secretariat of Energy takes the floor
and states his abstention from voting the motion by the proxy of
shareholder D’Odorico. Afterwards, the proxy of shareholder
ANSES FGS Law 26425 states his abstention from voting the motion.
Finally, shareholder Lucas Alejo PAVLOV states his abstention from
voting the proposal. After a short debate and having the
shareholders cast their votes, the motion by the proxy of
shareholder D’Odorico is approved by the majority of
legitimate votes possible to be cast with the negative vote of
shareholder Citibank with 9,109,250 votes and with the abstention
of shareholders Argentine Government –Secretariat of Energy
with 124,949,112 votes; ANSES FGS Law 26425 with 27,992,640 votes;
Citibank with 23,242,350 votes and Lucas Alejo PAVLOV with 100
votes. Mr. Chairman informs that as a consequence of the foregoing,
the new Board of Directors is formed as
follows:
13
|
|
DIRECTORS
|
DEPUTY
DIRECTORS
|
|
1.
|
Osvaldo Arturo
RECA
(ID 10,176,569)
|
Jorge Aníbal
RAUBER
(ID 20,605,997)
|
|
2.
|
Miguel DODERO
(ID 11,450,697)
|
Justo Pedro
SAENZ
(ID 11,959,191)
|
|
3.
|
José Luis
MOREA
(ID 11,773,941)
|
Adrián Gustavo
SALVATORE
(ID 18,403,083)
|
|
4.
|
Juan José
SALAS
(ID 11,451,808)
|
Javier Alejandro
TORRE
(ID 18,089,213)
|
|
5.
|
Diego PETRACCI
(ID 22,847,770)
|
Rubén Omar
LÓPEZ
(ID 16,900,928)
|
|
6.
|
Tomás
PERES
(ID 92,822,329)
|
José Manuel
PAZOS
(ID 22,364,131)
|
|
7.
|
Tomás José
WHITE
(ID 12,946,343)
|
Enrique Gonzalo
BALLESTER
(ID 10,795,590)
|
|
8.
|
Marcelo Atilio
SUVA
(ID 5,081,825)
|
Oscar Luis
GOSIO
(ID 11,045,501)
|
|
9.
|
Cristián LÓPEZ
SAUBIDET
(ID 24,205,781)
|
Juan Pablo GAUNA
OTERO
(ID 25,018,101)
|
|
10.
|
Jorge Eduardo
VILLEGAS
(ID 7,621,383)
|
Diego Federico
CERDEIRO
(ID 25,248,554)
|
|
11.
|
Guillermo Rafael
PONS
(17,025,659)
|
Gabriel Enrique
RANUCCI
(ID 23,831,116)
|
14
Finally and regarding the
continuity of the current Chairman until the appointment to be made
by the Company’s Board of Directors, Mr. Chairman informs the
present individuals that he will continue being Chairman until the
distribution of charges at the first meeting of the newly-appointed
Board of Directors and, eventually, until the meeting where the
financial statements ending December 31, 2020 are put to
consideration, should the Board of Directors decide so. Afterwards,
the ninth item on the Agenda was submitted for consideration.
9) APPOINTMENT OF THE
MEMBERS AND ALTERNATE MEMBERS OF THE COMPANY’S STATUTORY
AUDIT COMMITTEE FOR THE FISCAL YEAR TO END DECEMBER 31,
2020. Mr. Chairman takes the floor and informs that pursuant
to the Bylaws in force, the Statutory Audit Committee must be
formed by 3 (three) members and 3 (three) deputy members, which
shall be appointed by the only class of share of the Company. He
informs that in order to appoint the members of the Statutory Audit
Committee, the provisions of Section 79 of the Capital Markets Act
no. 26831 and Section 12 of Chapter III, Title II and Chapter I,
Tittle XII of CNV Regulations must be taken into account. The proxy
of shareholder José Luis D’Odorico, who proposes and
votes to appoint Carlos Cesar Adolfo
HALLADJIAN, Eduardo Antonio EROSA and Juan Antonio NICHOLSON
as statutory auditors and Carlos
Adolfo ZLOTNITZKI, Horacio Ricardo EROSA and Lucas NICHOLSON
as deputy statutory auditors. Moreover, all
candidates are independent pursuant to Section 79 of the Capital
Markets Act no. 26831 and pursuant to Section 12, Chapter III,
Title II and IV of Chapter I, Title XII, CNV Regulations.
Afterwards, the proxy of Citibank states that regarding the
proposal by the proxy of shareholder D’Odorico, it
issues 319,204,580 votes in
favor, 1,221,850 negative votes and abstains from casting
23,237,910 votes. The proxy of shareholder Argentine Government
–Secretariat of Energy proposes and votes to appoint
Alejandro Mario Roisentul Wuilliams (ID no. 16,582,666) and Claudia
Inés Siciliano (ID no. 12,739,046) as statutory auditor and
deputy statutory auditors, respectively.
15
Moreover, he states that Roisentul Wuilliams and
Siciliano are independent in accordance with Section 11, Chapter
III, Title II of CNV Regulations. Afterwards, the proxy of
shareholder ANSES FGS Law 26425 takes the floor and states that he
accompanies the proposal of shareholder Argentine Government
–Secretariat of Energy. After a short debate and each of the
shareholders having cast their votes, the proposal of
shareholder D’Odorico is
approved by the majority of legitimate votes possible to be cast with the negative vote
of shareholder Citibank with 1,221,850 votes; Argentine Government
–Secretariat of Energy with 124,949,112 votes and ANSES FGS
Law 26425 with 27,992,640 votes; and with the refraining of
shareholder Citibank with 23,237,910 votes. Afterwards, and based
on the foregoing, the following is the formation of the new
Statutory Audit Committee:
|
|
STATUTORY
AUDITOR
|
DEPUTY STATUTORY
AUDITOR
|
|
1.
|
Carlos Cesar
HALLADJIAN
(ID 25,636,999)
|
Carlos Adolfo
ZLOTNITZKY
(ID 28,425,172)
|
|
2.
|
Eduardo
Antonio EROSA
(ID 12,840,773)
|
Horacio
Ricardo EROSA
(ID 14,809,343)
|
|
3.
|
Juan Antonio
NICHOLSON
(ID
7,602,869)
|
Lucas
NICHOLSON
(ID
32,151,298)
|
Afterwards, the tenth item on the
Agenda was submitted for consideration. 10) CONSIDERATION OF
THE COMPANY’S CERTIFYING ACCOUNTANT’S FEES WITH RESPECT
TO THE ANNUAL ACCOUNTING DOCUMENTS FOR THE FISCAL YEAR 2019.
The proxy of shareholder D’Odorico takes the floor, who
proposes and votes to approve, together as a whole with the
proposal made by the Company’s Board of Directors at its
meeting dated March 10, 2020, to approve the fee of external
auditors for the fiscal period 2019 for an amount of $12,258,544 for audit services
and $1,546,129 for tax services.
16
The proposal is put to vote.
Afterwards, the proxy of shareholder Citibank issues 343,247,470
votes in favor of the proposal by the proxy of
shareholder Citibank, 28,310 negative votes and abstains
from casting 388,560 votes. After a short debate and the
shareholders having cast their votes, the motion by the proxy of
shareholder D’Odorico is approved by the majority of
legitimate votes possible to be cast, with the negative vote of
shareholder Citibank with 28,310 votes and with its refraining with
388,560 votes. The eleventh item on the Agenda is put to
consideration. 11)
APPOINTMENT OF THE
CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR TO END DECEMBER 31, 2020
AND DETERMINATION OF ITS REMUNERATION. The proxy of shareholder
D’Odorico takes the floor, proposes and votes a) the
appointment of Pistrelli, Henry Martin y Asociados S.R.L. as
accounting auditors for the fiscal year commenced January 1, 2020
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 b)
the approval of the auditors’ remunerations corresponding to
the fiscal year 2020 during the next Annual General Meeting. The
motion by the proxy of shareholder D’Odorico was put to vote.
Afterwards, the Proxy of shareholder Citibank states that regarding
D’Odorico’s proposal, it issues 342,240,920 votes in
favor; 28,960 negative votes and that it abstains from casting
394,460 votes. After a short debate and after each of the
shareholders cast their votes, the proposal of the proxy of
shareholders D’Odorico is approved by the majority of
legitimate votes possible to be cast, with the negative vote of
shareholder Citibank with 28,960 votes and with its abstention with
394,460 votes. The twelfth item on the Agenda was put to
consideration. 12)
APPROVAL OF THE
ANNUAL BUDGET FOR THE SUPERVISORY COMMITTEE. In this regard, Mr. Chairman informs that in
accordance with the last paragraph of Section 110 of Law no.
26831, it is at the Shareholders’ Meeting of the Company that
the budget for the Supervisory Committee has to be assigned. For
such purpose, the powers and duties set for by the regulations and
the legislation in force for such Committee must be taken into
account. Afterwards, the proxy of shareholder D’Odorico
proposes and votes to assign a Ps. 300,000 budget for the
functioning of the Supervisory Committee, which will enable the
Committee to better develop the duties established by the
regulations and legislation in force. The motion is put to vote.
Then, shareholder Citibank’s proxy states that regarding
D’Odorico’s proposal, it issues 319,306,370 votes in
favor; 1,166,850 votes against; and that it abstains from casting
23,189,120 votes. The proxy of Argentine Government
–Secretariat of Energy refrains from voting
D’Odorico’s motion. After a short debate and all the
shareholders having cast their votes, the proposal by the proxy of
shareholder
17
D’Odorico is approved by the
majority of legitimate votes possible to be cast, with the negative
vote of shareholder Citibank with 1,166,850 votes and with the
abstention from shareholder Citibank with 23,189,120 votes and the
Argentine Government –Secretariat of Energy with 124,949,112
votes. The thirteenth and last item on the Agenda was put to
consideration. 13)
GRANTING OF
AUTHORIZATIONS. The
proxy of shareholder D’Odorico takes the floor, proposes and
votes 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 Verónica Apollonio
and/or José María Bazan and/or Juan Barros Mos and/or
Teodoro Rodriguez Caceres, and/or Juan Zurano so that any of them,
individually and indistinctly, follow all the necessary procedures
to file the decisions taken at the Meeting with the regulatory
agencies, including without limitation, CNV, BYMA, MERVAL, Security
Clearing House (Caja de
Valores), the Business Entities Registry Office for the City
of Buenos Aires (Inspección
General de Justicia (“IGJ”)) (pursuant to
Section 37 of the General Resolution IGJ no. 7/2015), and before
any other regulation agency, being able to sign all kinds of
presentations and/or forms, legal notices, law publications in
general, affidavits, receive and answer lawsuits, commence
proceedings and take all the proceedings necessary to obtain the
respective records and approvals. The motion is put to vote.
Afterwards, the proxy of shareholder Citibank states that regarding
D’Odorico’s proposal, it issues 343,224,710 votes in
favor, 54,490 negative votes and that it abstains from casting
385,140 votes. Afterwards, the proxy of shareholder ANSES FGS Law
26425 states it refrains from voting the proposal. After a short
debate and all the shareholders having cast their votes, the
proposal by the proxy of shareholder D’Odorico is approved by
the majority of legitimate votes possible to be cast, with 54,490
negative votes of shareholder Citibank; and with the abstention of
shareholder Citibank with 385,140 votes and shareholder ANSES FGS
Law 26425 with 27,992,640 votes. Mr. César HALLADJIAN, member
of the Statutory Audit Committee of the Company, states that regard
being had to the remote act and taking into account the provisions
of General Resolution no. 830 of the Argentine Securities
Commission, as well as legal and Bylaws provisions in force, this
Meeting was held in accordance with such provisions and that the
decisions were duly taken. There being no further business to
discuss, Mr. Chairman expressed his gratitude for the attendance of
all present and the meeting was adjourned at 15.45 p.m. Afterwards
and complying with Title II, Chapter VIII, Section IV, article 23,
paragraph d) of CNV Regulations, the votes of Citibank in its
capacity as depositary are detailed for each
item:
18
|
ITEM ON THE
AGENDA
|
NEGATIVE
|
IN
FAVOR
|
ABSTENTION
|
TOTAL
|
|
1
|
29,430
|
343,416,060
|
218,850
|
343,664,340
|
|
2
|
93,770
|
325,330,430
|
18,240,140
|
343,664,340
|
|
3
|
94,170
|
343,198,510
|
371,660
|
343,664,340
|
|
4
|
86,060
|
343,075,270
|
503,010
|
343,664,340
|
|
5
|
67,940
|
343,082,030
|
514,370
|
343,664,340
|
|
6
|
203,590
|
343,113,430
|
347,320
|
343,664,340
|
|
7
|
1,273,770
|
319,131,730
|
23,258,840
|
343,664,340
|
|
8
|
9,109,250
|
311,312,740
|
23,242,350
|
343,664,340
|
|
9
|
1,221,850
|
319,204,580
|
23,237,910
|
343,664,340
|
|
10
|
28,310
|
343,247,470
|
388,560
|
343,664,340
|
|
11
|
28,960
|
343,240,920
|
394,460
|
343,664,340
|
|
12
|
1,168,850
|
319,306,370
|
23,189,120
|
343,664,340
|
|
13
|
54,490
|
343,224,710
|
385,140
|
343,664,340
|
19