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Section 1: 6-K (PRIMARY DOCUMENT)

Blueprint
 

 
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, 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
   
 
English translation of an excerpt of the minutes of a meeting of the Audit Committee of Central Puerto S.A. dated May 13, 2019, submitted to the Argentine securities regulator (the Comisión Nacional de Valores, or the CNV) on May 13, 2019
 
English translation of a notice sent to the Buenos Aires Stock Exchange (Bolsa y Mercados Argentinos S.A., or the BYMA) regarding the information set forth in Section 63 of the Buenos Aires Stock Exchange Regulations dated May 13, 2019
English translation of a notice sent to Bolsa y Mercados Argentinos S.A. regarding the List of Corporate Bodies dated May 13, 2019
 
English translation of an excerpt of the minutes of a meeting of the Board of Directors of Central Puerto S.A. that designated the Chairman of the Board, the Vice-Chairman of the Board, and Audit Committee Members, dated May 13, 2019, submitted to the Argentine securities regulator (the Comisión Nacional de Valores, or the CNV) on May 13, 2019
English translation of a Material News dated May 13, 2019, submitted to the Argentine securities regulator (the Comisión Nacional de Valores, or the CNV) on May 13, 2019
 
English translation of an excerpt of the minutes of a meeting of the Board of Directors of Central Puerto S.A. that approved the Financial Statements of the Quarter ended on March 31, 2019, dated May 13, 2019, submitted to the Argentine securities regulator (the Comisión Nacional de Valores, or the CNV) on May 13, 2019
 
 
 
 
 
 
 
 
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 Puerto S.A.
 
 
 
 
Date: May 20, 2018
 
 
 
By: 
 
/s/ Leonardo Marinaro
 
 
 
 
Name: 
 
Leonardo Marinaro
 
 
 
 
Title: 
 
Attorney-in-Fact
 
 
 
 
 
 
 
 
 
 
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Section 2: EX-99.1 (ADDITIONAL EXHIBITS)

Blueprint
  Exhibit 99.1
 
Minutes No. 375
 
In the City of Buenos Aires, on this May 13, 2019, at 3:00 p.m., Messrs. César Halladjian, Eduardo Erosa, and Juan Nicholson, members of the Statutory Audit Committee of Central Puerto S.A. (hereinafter, the “Company”), meet to consider the sole Item of the meeting Order of Business: CONSIDERATION OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED ON MARCH 31, 2019. ISSUANCE OF THE AUDIT COMMITTEE REPORT. Mr. Hallajdian takes the floor and states that the Statutory Audit Committee must make a statement about the Statement of Financial Position, Income Statement, General Income Statement, Statement of Changes in Shareholder’s Equity, Cash flow Statement, Notes, and Annexes, together with any additional information to the financial statements notes -Section 68, Regulation of the Buenos Aires Stock Exchange- for the period ended on March 31, 2019. After a brief debate and taking into account any clarification made and information provided by the Company’s Board of Directors, the members of the Statutory Audit Committee unanimously RESOLVE to approve the Statutory Audit Committee report, transcribed next, and to have Mr. Cesar Halladjian sign it:
 
STATUTORY AUDIT COMMITTEE REPORT
 
 
To the Shareholders of
CENTRAL PUERTO S.A.
 
Introduction
 
1.      
In accordance with Section 294, Subsection 5, Argentine Companies Law No. 19.550, as amended, (the “Argentine Companies Law”) and the Regulation of the Buenos Aires Stock Exchange for “Securities Authorization, Suspension, Withdrawal, and Cancellation” (the “Price Regulation of the BCBA”), we have reviewed the attached individual and consolidated financial statements of CENTRAL PUERTO S.A. as well as its controlled companies’ statements, including: (a) individual and consolidated statements of financial position as of March 31, 2019, (b) individual and consolidated income statement and general income statement for three-month period ended on March 31, 2019, and the consolidated statement of changes in shareholder’s equity and individual and consolidated cash flow statement for the three-month period ended on the date mentioned above, and (c) a summary of any significant accounting policy and other relevant information. In addition, we reviewed the “Additional information to the notes to financial statements –Section 12, Title III, Chapter IV, of the Argentine Securities and Exchange Commission Regulations (N.T. 2013) [Comisión Nacional de Valores]. The filing of this information is not compulsory under the International Rules of Financial Information accepted by the Argentine Federation of Economic Science Professional Associations (“FACPCE”) as professional accounting rules included by the Argentine Securities and Exchange Commission, as approved by the International Accounting Standards Board (“IASB”). The aforementioned documents are exclusive responsibility of the Company’s Board of Directors in the exercise of their exclusive powers.
 
 
 
Scope of the work
 
2.      
Our work consisted in verifying that the information in those statements was similar to that contained in the minutes reflecting the decisions made in the company, and that those decisions were in accordance with the law and the bylaws as regards its form and content. To do our work, we took into consideration the independent auditors’ opinion as well as the opinion of Mr. Germán E. Cantalupi, external auditor, member of the Company Pistrelli, Henry Martin y Asociados S.R.L. These opinions were given on May 13, 2019 in accordance with the International Regulation of Revision Request 2410 “Financial information revision for interim periods made by the company’s independent auditor”, issued by the International Auditing and Assurance Standards Board (“IAASB”). We have not performed any management control and, therefore, we have not assessed any corporate criteria or decision about management, financing, marketing, and production, since these issues are exclusive responsibility of the Board of Directors. In consequence, our responsibility is limited to making a statement about the aforementioned documents, excluding facts, acts, omissions, or circumstances unknown to us or that cannot be known by reviewing the information received by this Statutory Audit Committee in exercising its powers. We believe our work and the external auditor’s report to be a reasonable basis for us to prepare our report.
 
Conclusion
 
3.      
Based on the revision we made and on certified public accountant Germán E. Cantalupi’s reports from May 13, 2019, made in his capacity as member of the Company Pistrelli, Henry Martin y Asociados S.R.L. mentioned in paragraph 1, there is nothing that, to our mind, shows that the consolidated financial statements mentioned in paragraph 1 were not prepared in all their significant aspects in accordance with the relevant provisions of the Argentine Companies Law and of the Argentine Securities and Exchange Commission and in compliance with the NIC 34.
 
 
Report on other legal and regulatory requirements
 
4.      
In compliance with the regulations in force, we inform as follows:
 
a)      
The individual and consolidated financial statements mentioned in paragraph 1 are a reflection of the accounting books kept in form as required by the regulations in force.
 
b)      
The individual and consolidated financial statements mentioned in paragraph 1 are recorded in the Inventory and Balance Sheet Book and comply, as regards to our competence, with the provisions in the Argentine Companies Law and with the relevant provisions from the Argentine Securities and Exchange Commission.
 
 
 
c)      
We have read the “Information summary for the interim periods ended on March 31, 2019 and 2018” and the “Additional information to the notes to consolidated financial statements as required under Section 12, Title III, Chapter IV, Regulations (N.T. 2013) of the Argentine Securities and Exchange Commission. We do not have any comments to make on this information as regards the scope of our work.
 
d)      
It is expressly stated that all necessary provisions under Section 294, Argentine Companies Law have been complied with, in order to verify the extent to which the company’s bodies abode by the Argentine Companies Law and the Company’s Bylaws. We have no comments to make.
 
 
 
 
 
City of Buenos Aires,
By: Audit Committee
May 13, 2019
CÉSAR HALLADJIAN
 
Trustee
 
 
That having been done and there being no further business to be transacted, the meeting is adjourned at 3:30 p.m.
 
 
 
Eduardo Erosa
César Halladjian
Juan Nicholson
 
 
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Section 3: EX-99.2 (ADDITIONAL EXHIBITS)

Blueprint
  Exhibit 99.2
 
 
“The terms in this note match the ones in the document sent by telecopy.”
 
 
BUENOS AIRES, May 13, 2019
 
Note: CPSA-GG-N-0164/13-AL
 
Attention,
Buenos Aires Stock Exchange
 
Re.: Information required under Section 63, Regulations of the Buenos Aires Stock Exchange
 
Dear Sir/Madam,
 
We contact you in compliance with the referred section in order to inform that the financial statements and other required documentation for the period ended on March 31, 2019 have been approved at a Board of Directors Meeting of Central Puerto S.A. on May 13, 2019. In addition, the auditor’s report and the Statutory Audit Committee report have been noted at such meeting.
 
In that regard, we inform as follows:
 
1.
Result of the three-month period ended on March 31, 2019:
 
 
 
ARS 000
 
Result of the period
 
 
 
Attributable to the company’s shareholders
  1,260,053 
Attributable to non-controlling interest
  (30,078)
Total result of the period - Profit
  1,299,975 
 
 
2.
Other results from the three-month period ended on March 31, 2019:
 
 
 
ARS 000
 
Other results of the period
 
 
 
Attributable to the company’s shareholders
  - 
Attributable to non-controlling interest
  - 
Total result of the period – Loss
  - 
 
 
Avda. Tomás A. Edison 2701 – C1104BAB – Ciudad de Buenos Aires – Argentina
Teléfono (54 11) 4317 5000 – Fax (54 11) 4317 5099
 
 
3.
Total results of the three-month period ended on March 31, 2019:
 
 
 
ARS 000
 
Total net result of the period
 
 
 
attributable to the company’s shareholders
  1,260,053 
attributable to non-controlling interest
  (30,078)
Total net result of the period - Profit
  1,299,975 

 
4.
Shareholder’s equity as of March 31, 2019, detailed by item:
 
 
 
ARS 000
 
Corporate capital – Nominal Value
  1,514,022 
Capital adjustment
  12,968,145 
Legal reserve
  428,549 
Optional reserve
  4,925,261 
Non-attributed results
  16,478,547 
Fiscal year result
  1,229,975 
Non-controlling interest
  541,833 
Total
  38,086,332 
 
    
Attributable to the company’s shareholders
  37,544,499 
Attributable to non-controlling interest
  541,833 
 
 
 
5.
Majority Shareholding
 
As a result of the merger carried out between Central Puerto S.A., as the acquiring company, and Operating S.A. (“OPER”), Hidroneuquén S.A. (“HNQ”), and Sociedad Argentina de Energía S.A. (“SADESA”), as the acquired companies, and as a result of the relevant shares exchange gone through by the acquired companies, no shareholder of Central Puerto S.A. is a controlling shareholder.
 
Finally, it must be noted that the corporate capital is under public offer and its shares are traded in the Buenos Aires Stock Exchange (“BCBA”) and in the New York Stock Exchange (“NYSE”). For that reason, there may be changes in shareholding of which the Company is not aware.
Yours faithfully,
 
 
 
Leonardo Marinaro
Head of Securities Market Relations
 CENTRAL PUERTO S.A.
 
 
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Section 4: EX-99.3 (ADDITIONAL EXHIBITS)

Blueprint
  Exhibit 99.3
BUENOS AIRES, May 13, 2019
 
To
Argentine Securities Commission (CNV)
 
 
 
Note: CPSA-GG-N-0259/19-AL
Subject: Detailed Organizational Structure
 
Dear Sir/Madam:
 
I am writing to you in my capacity as Head of Securities Market Relations of Central Puerto S.A. (the “Company”) in order to submit the updated list of the Company’s authorities:
 
1) Members of the Board of Directors:
 
 
 
 
 
 
Name
Position
Term of Office Expiration Date
Position Type
Osvaldo Arturo Reca
President
12/31/19
Not independent
Jorge Aníbal Rauber
Vice President
12/31/19
Not independent
Miguel Dodero
Director
12/31/19
Not independent
José Luis Morea
Director
12/31/19
Independent
Juan José Salas
Director
12/31/19
Independent
Diego Petracchi
Director
12/31/19
Not independent
Tomás Peres
Director
12/31/19
Not independent
Tomás José White
Director
12/31/19
Independent
Cristian López Saubidet
Director
12/31/19
Not independent
Jorge Eduardo Villegas
Director
12/31/19
Independent
Liliana Murisi
Director
12/31/19
Independent
Marcelo Atilio Suva
Deputy Director
12/31/19
Not independent
Oscar Luis Gosio
Deputy Director
12/31/19
Not independent
Justo Pedro Saenz
Deputy Director
12/31/19
Not independent
Adrián Gustavo Salvatore
Deputy Director
12/31/19
Not independent
Javier Alejandro Torre
Deputy Director
12/31/19
Not independent
Rubén Omar López
Deputy Director
12/31/19
Not independent
José Manuel Pazos
Deputy Director
12/31/19
Not independent
Enrique Gonzalo Ballester
Deputy Director
12/31/19
Independent
Juan Pablo Gauna Otero
Deputy Director
12/31/19
Independent
Federico Cerdeiro
Deputy Director
12/31/19
Independent
Pablo Javier Vega
Deputy Director
12/31/19
Independent
 
 
Avda. Tomás A. Edison 2701 – C1104BAB – City of Buenos Aires – Argentina
Phone (54 11) 4317 5000 – Fax (54 11) 4317 5099
 
 
 
 
2) Members of the Statutory Audit Committee:
 
 
 
 
Name
Position
Term of Office Expiration Date
Position Type
Eduardo Erosa
Statutory Auditor
12/31/19
Independent
César Halladjian
Statutory Auditor
12/31/19
Independent
Juan Nicholson
Statutory Auditor
12/31/19
Independent
Ricardo Erosa
Deputy Statutory Auditor
12/31/19
Independent
Carlos Zlotnizky
Deputy Statutory Auditor
12/31/19
Independent
Lucas Nicholson
Deputy Statutory Auditor
12/31/19
Independent
 
3) Members of the Audit Committee:
 
 
 
 
Name
Position
Term of Office Expiration Date
Position Type
Juan José Salas
Member
12/31/19
Independent
José Luis Morea
Member
12/31/19
Independent
Tomás José White
Member
12/31/19
Independent
Jorge Eduardo Villegas
Deputy Member
12/31/19
Independent
Oscar Luis Gosio
Deputy Member
12/31/19
Not independent
 
4) External Auditors:
 
 
 
 
 
 
 
 
 
Germán Cantalupi (C.P.C.E.C.A.B.A. T° 248, F° 60): Reporting Accountant.
Ezequiel Calciati (C.P.C.E.C.A.B.A. T° 163, F° 233): Deputy Reporting Accountant.
Estudio Pistrelli, Henry Martin & Asociados S.R.L.  
 
Sincerely,
  
 
 
Leonardo Marinaro
Head of Securities Market Relations
 CENTRAL PUERTO S.A.
 
Avda. Tomás A. Edison 2701 – C1104BAB – City of Buenos Aires – Argentina
Phone (54 11) 4317 5000 – Fax (54 11) 4317 5099
 
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Section 5: EX-99.4 (ADDITIONAL EXHIBITS)

Blueprint
  Exhibit 99.4
 
Relevant part of the Minute of Central Puerto S.A. Board of Directors’ Meeting held on May 13, 2019
 
 
Minute No. 340: The meeting of the Board of Directors of CENTRAL PUERTO S.A. (the “Company” or “CPSA”) was held on May 13, 2019, in the City of Buenos Aires, with the presence of Directors Osvaldo Arturo RECA, Miguel DODERO, José Luis MOREA, Juan José SALAS, Diego PETRACCHI, Tomás PERES, Tomás WHITE, Jorge RAUBER, Cristián LOPEZ SAUBIDET, Jorge VILLEGAS and Liliana MURISI, who is attending the meeting via videoconference. Also present are Eduardo EROSA, Cesar HALLADJIAN and Juan NICHOLSON, members of the Company’s Audit Statutory Committee. At 11:00 a.m., and quorum being present, the meeting commenced and the first Item of the Order of Business was open for discussion: 1) ELECTION OF AUTHORITIES (PRESIDENT AND VICE PRESIDENT). Miguel DODERO took the floor and stated that, by virtue of the election of members of the Board of Directors that took place at the General Meeting of Shareholders and the Special Meeting of Shareholders held on April 30, 2019, the current Board was entitled to elect the members who would serve as President and Vice President of the Company during the current term. In that sense, he moved to elect Osvaldo Arturo RECA as president, and Jorge Anibal RAUBER as vice president of the Company. The motion was approved unanimously by the directors present, with the only abstention by those elected. Eduardo EROSA, Cesar HALLADJIAN and Juan NICHOLSON stated, for the record, that Liliana MURISI voted affirmatively through videoconference. Then, the second Item on the Order of Business was introduced: 2) ELECTION OF THE MEMBERS OF THE AUDIT COMMITTEE. The Chair of the meeting took the floor and moved to elect Juan SALAS, Tomás WHITE and José Luis MOREA as members of the Company’s Audit Committee, and Jorge VILLEGAS and Oscar Luis GOSIO as deputy members. He made it clear that all the men proposed are independent of the Company except Oscar Luis GOSIO, pursuant to the provisions set forth by the Argentine Securities Commission (CNV). The motion was carried unanimously, with the only abstention by those elected. Eduardo EROSA, Cesar HALLADJIAN and Juan NICHOLSON stated, for the record, that Liliana MURISI voted affirmatively through videoconference. (…) There being no further business to come before the meeting, the meeting was adjourned at 12 p.m.
 
 

Leonardo Marinaro
 Head of Securities Market Relations
 Central Puerto S.A.
 
 
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Section 6: EX-99.5 (ADDITIONAL EXHIBITS)

Blueprint
  Exhibit 99.5
 
 
BUENOS AIRES, May 13, 2019
 
 
To
Argentine Securities Commission (CNV)
 
 
 
Note: CPSA-GG-N-0262/19-AL
Subject: Relevant Fact
 
 
Dear Sir/Madam:
 
 
I am writing to you in my capacity as Head of Securities Market Relations of Central Puerto S.A. (the “Company”) in order to inform you that, in a meeting held today, the Company’s Board of Directors decided: (i) to elect Osvaldo Arturo Reca as the Company’s President and Jorge An’bal Rauber as Vice President and (ii) to elect Juan José Salas, Tomás White and José Luis Morea as members of the Audit Committee and Jorge Villegas and Oscar Luis Gosio as deputy members.
 
Sincerely,
 
 
 
 
 
Leonardo Marinaro
Head of Securities 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
 
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Section 7: EX-99.6 (ADDITIONAL EXHIBITS)

Blueprint
  Exhibit 99.6
Relevant part of the Board of Directors Meeting Minutes of Central Puerto S.A.
 
from May 13, 2019
 
Minutes No. 340: In the City of Buenos Aires, on this May 13, 2019 the Board of Directors of CENTRAL PUERTO S.A. (the “Company” or “CPSA”, indistinctly), meet with the presence of Directors Osvaldo Arturo RECA, Miguel DODERO, José Luis MOREA, Juan José SALAS, Diego PETRACCHI, Tomás PERES, Tomás WHITE, Jorge RAUBER, Cristián LOPEZ SAUBIDET, Jorge VILLEGAS, are present at the meeting and Liliana MURISI, who is present via videoconference. Messrs. Eduardo EROSA, Cesar HALLADJIAN, and Juan NICHOLSON, members of the Statutory Audit Committee attend the meeting. The quorum required is met and so the meeting starts at 11:00 a.m., the fifth item of the Order of Business was open for discussion:: 5) APPROVAL OF THE CONSOLIDATED INCOME STATEMENT, CONOSLIDATED GENERAL INCOME STATEMENT, CONSOLIDATED STATEMENT OF FINANCIAL POSITION, CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY, CONSOLIDATED CASH FLOW STATEMENT, SUPPLEMENTARY NOTES, INDIVIDUAL INCOME STATEMENT, INDIVIDUAL GENERAL INCOME STATEMENT, INDIVIDUAL STATEMENT OF FINANCIAL POSITION, INDIVIDUAL CASH FLOW STATEMENT, INFORMATIVE SUMMARY AND ADDITIONAL INFORMATION TO THE NOTES TO FINANCIAL STATEMENTS – SECTION 12, TITLE III, CHAPTER IV, REGULATIONS (N.T. 2013) OF THE ARGENTINE SECURITIES AND EXCHANGE COMMISSION FOR THE THREE-MONTH PERIOD ENDED ON MARCH 31, 2019. Mr. Osvaldo RECA requests Mr. Juan Avigliano to present the topic. Mr. Juan Avigliano takes the floor and informs that the Board of Directors needs to consider and approve the Consolidated Income Statement, Consolidated General Income Statement, Consolidated Statement of Financial Position, Consolidated Statement of Changes in
 
 
 
 
Shareholder’s Equity, Consolidated Cash Flow Statement, Supplementary Notes, Individual Income Statement, Individual General Income Statement, Individual Statement of financial Position, Individual Cash Flow Statement, Informative Summary and Additional Information to the Notes to Financial Statements – Section 12, Title III, Chapter IV, of the regulations of the Argentine Securities and Exchange Commission (N.T. 2013), for the three-month period ended on March 31, 2019, documentation that was provided to the Directors well in advance. After a brief debate and knowing the Statutory Audit Committee report and the Independent Auditors’ reports, the Board of Directors unanimously approve the Consolidated Income Statement, Consolidated General Income Statement, Consolidated Statement of Financial Position, Consolidated Statement in Shareholder’s Equity, Consolidated Cash Flow Statement, Supplementary Notes, Individual Income Statement, Individual General Income Statement, Individual Statement of Financial Position, Individual Cash Flow Statement, Informative Summary and Additional Information to the Notes to Financial Statements – Section 12, Title III, Chapter IV, Argentine Securities and Exchange Commission for the three-month period ended on March 31, 2019. Messrs. Eduardo EROSA, Cesar HALLADJIAN, and Juan NICHOLSON certify the affirmative vote of Mrs. MURISI via videoconference. Mr. Osvaldo RECA continues on the floor and informs of the status of compliance with General Resolution 611/12, Argentine Securities and Exchange Commission. In that regard, Mr. Osvaldo RECA states that the Company knows that the Professional Accounting Regulations (NCP, for its acronym in Spanish) and the International Financial Reporting Standards (I
FRS) (the “Standards”) have been reconciled. The Standards apply to the investments the Company has with the corporations Termoeléctrica Manuel Belgrano S.A., Termoeléctrica José de San Mart’n S.A., Central Vuelta de Obligado S.A., Transportadora de Gas del Mercosur S.A, CP Renovables S.A., Central Aimé Painé S.A., Parques Eólicos Australes S.A, Vientos La Genoveva S.A.U, Vientos La Genoveva II S.A.U and Proener S.A.U. All these Corporations are periodically overseen by the Company, thus concluding that any
 
 
 
 
 
significant batch that should be considered in a different manner under the Regulations has been considered during the Regulations reconciliation. Therefore, the Directors unanimously approve the Regulations reconciliation. Messrs. Eduardo EROSA, Cesar HALLADJIAN, and Juan NICHOLSON certify the affirmative vote of Mrs. MURISI via videoconference.
(…) There being no further business to be transacted, the meeting is adjourned at 12:00 p.m.
 
Leonardo Marinaro
Head of Securities Market Relations
Central Puerto S.A.
 
 
 
 
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