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Section 1: 6-K (REPORT OF FOREIGN PRIVATE ISSUER)

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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 August, 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 the meeting of the Board of Directors of Central Puerto S.A. that approved the Financial Statements of the six-month period ended on June 30, 2019, dated August 12, 2018, submitted to the Argentine securities regulator (the Comisión Nacional de Valores, or the CNV) on August 12, 2019.
English translation of an excerpt of the minutes of a meeting of the Audit Committee of Central Puerto S.A. dated August 12, 2018, submitted to
English translation of a notice sent to Bolsa y Mercados Argentinos S.A. regarding the Information set forth in Section 63 of the Buenos Aires Stock Exchange Regulations dated August 13, 2019.
English translation of a Material News dated August 12, 2018, submitted to the Argentine securities regulator (the Comisión Nacional de Valores, or the CNV) on May 14, 2018.
 
 
 
 
 
 
 
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: August 14, 2019
 
 
 
By:
 
/s/ Leonardo Marinaro
 
 
 
 
Name:
 
Leonardo Marinaro
 
 
 
 
Title:
 
Attorney-in-Fact
 
 
 
 
 
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Section 2: EX-99.1 (BOARD OF DIRECTORS MEETING MINUTES)

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  Item 1.
Relevant part of the Board of Directors Meeting Minutes of Central Puerto S.A. on August 12, 2019
 
 
Minutes No. 344: In the City of Buenos Aires, on this August 12, 2019, at 10 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, Tomás WHITE, Jorge Eduardo VILLEGAS, José Luis MOREA, Juan José SALAS, Tomás PERES, Cristian LOPEZ SAUBIDET, and Liliana MURISI are present at the meeting. 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, the second item of the Order of Business was open for discussion: 2) APPROVAL OF 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, SUPPLEMENTARY NOTES, INDIVIDUAL INCOME STATEMENT, INDIVIDUAL COMPREHENSIVE 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 JUNE 30, 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 Comprehensive 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 Comprehensive 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 June 30, 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 June 30, 2019. 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., 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 item 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. (…) There being no further business to be transacted, the meeting is adjourned at 11:40 a.m.
 
 
Osvaldo Arturo Reca
President
Central Puerto S.A.
 
 
 
 
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Section 3: EX-99.2 (MINUTES OF A MEETING OF THE AUDIT COMMITTEE)

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  Item 2.
Minute No. 378
 
The meeting of the Statutory Audit Committee of Central Puerto S.A. (the “Company”) was held on August 12, 2019, in the City of Buenos Aires, with the presence of the Statutory Audit Committee’s members César Halladjian, Eduardo Erosa and Juan Nicholson. At 03.00 p.m., the meeting commenced and the only item on the agenda was open for discussion:1. CONSIDERATIONOF THE CONSOLIDATED INCOME STATEMENT, THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, THE CONSOLIDATED BALANCE SHEET, THE CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY, THE CONSOLIDATED STATEMENT OF CASH FLOWS,COMPLEMENTARY NOTES, THE SEPARATE INCOME STATEMENT, THE SEPARATE STATEMENT OF COMPREHENSIVE INCOME, THE SEPARATE BALANCE SHEET, THESEPARATE STATEMENT OF CASH FLOWS, THE REPORTING SUMMARY AND ADDITIONAL INFORMATION TO THE NOTES TO THE FINANCIAL STATEMENTS TITLE IV, CHAPTER III, ARTICLE 12 OF THE REGULATIONS SET FORTH BY THE ARGENTINE SECURITIES COMMISSION (N.T, 2013), FOR THE PERIOD ENDED ON JUNE 30, 2019. Mr. Halladjian took the floor and stated that the Statutory Audit Committee had the obligation to issue a report on the Company’s Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Shareholders’ Equity, Consolidated Statement of Cash Flows, Complementary Notes,Separate Income Statement, Separate Statement of Comprehensive Income, Separate Balance Sheet, Separate Statement of Cash Flows, Reporting Summary and Additional Information to the Notes to the Financial Statements –Title IV, Chapter III, Article 12 of the Regulations set forth by the Argentine Securities Commission (N.T., 2013), for the period ended on June 30, 2019. After a brief exchange of ideas, and having considered the Board of Directors’ clarifications, the members of the Statutory Audit Committee unanimously DECIDED to approve the Statutory Audit Committee’s Report which is transcribed below, and to delegate the task of signing the document toMr. Cesar Halladjian.
 
STATUTORY AUDIT COMMITTEE’S REPORT
 
To CENTRAL PUERTO S.A.’s Shareholders
 
 
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 itssubsidiaries, statements which are attached herein and which include: (a) the separate and consolidated balance sheets as at June 30, 2019, (b) the separate and consolidated income statements and separate and consolidated statements of comprehensive income for the six-month periods ended on June 30, 2019,the consolidated statement of changes in shareholders’ Equity,and the separate and consolidated statements of cash flows for the six-month period ended in the mentioned date, and(c) a summary of the significant accounting policies and more explanatory information. In addition,we have examined the pertinent Additional Information to the Notes to the Financial Statements –Title IV, Chapter III, Article 12 of the Regulations set forth by the Argentine Securities Commission (CNV, 2013), the submission of which is not required by the International Financial Reporting Standards adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) as professional accounting rules, and which the Argentine Securities Commission added to its regulations after the IFRS had been approved by the International Accounting Standards Board (IASB). The above mentioned documents are the responsibility of the Company’s Board of Directors in the execution of its exclusive duties.
 
Scope of our 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 stated in the Minutes, and that those decisions complied with the law and the bylaws, both regarding formal and documentary requirements. To perform this task, we have taken into account the reports issued by external auditor GermánE..Cantalupi, member of the firm Pistrelli, Henry Martin y Asociados S.R.L. The reports, dated August, 2019,were issued in compliance with the International Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the International Auditing and Assurance Standards Board (IAASB). We have not performed any management control, and therefore, we have not assessed the business decisions regarding management, financing, commercialization and production or their basis, 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 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 Statutory Audit 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. Based on our review and on the reports dated August 12, 2019, mentioned in the first paragraph and issued by Accountant Germán E.Cantalupi as member of the firm Pistrelli, Henry Martin y Asociados S.R.L., nothing caught our attention to make us believe that the consolidated financial statements for an interim period were not prepared in compliance with the pertinent regulations set forth in the Argentine Companies Law No. 19950, the Argentine Securities Commission (CNV) and the IAS 34.
 
Report on other legal and regulatory requirements
 
 
4. Pursuant to current regulations, we inform that:
 
a) The Consolidated and the Separate Financial Statements mentioned in the first paragraph result from accounting records kept in compliance with current legal regulations.
 
b) The Consolidated and the Separate Financial Statements mentioned in the first paragraph are recorded on the Inventory and Balance Book and were made, as far as we are concerned, in compliance with the Argentine Companies Law No. 19950 and with the pertinent resolutions made by the Argentine Securities Commission (CNV).
 
c) We have read theReporting Summary for the periods ended on June 30, 2019 and 2018 and the Additional Information to the Notes to the Consolidated Financial Statements required by Title IV, Chapter III, Article 12 of the Regulations set forth by the Argentine Securities Commission (N.T., 2013), and we have no remarks regarding those documents.
 
d) It is expressly stated for the record that we have acted pursuant to the regulations set forth in Article 294 ofthe Argentine Companies Law No. 19950that were deemed necessary considering the circumstances, in order to verify that Company’s governing bodies had complied with the rules set forth in the Argentine Companies Law No. 19950, the Company’s bylaws and the shareholders’ decisions. We have no remarks regarding this matter.
 
 Autonomous City of Buenos Aires,
 August 12, 2019
 Representing the Statutory Audit Committee
 CÉSAR HALLADJIAN
 Statutory Auditor
 
There being no further business to come before the meeting, the meeting was adjourned at 03.30 p.m.
 
 
 
 Eduardo Erosa
 César Halladjian
 Juan Nicholson
 
 
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Section 4: EX-99.3 (NOTICE SENT TO BOLSA Y MERCADOS ARGENTINOS S.A.)

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  Item 3.
 
 
 
BUENOS AIRES, August 12, 2018
Bolsa de Comercio de Buenos Aires
Notice: CPSA-GG-N-0442/19-AL
 
Subject: Information set forth by Section 63 of Buenos Aires Stock Exchange Regulations
 
Ladies and Gentlemen,
 
Pursuant to the section mentioned above, we inform that on August 12, 2019, the Board of Directors of Central Puerto S.A. approved the financial statements and other documents for the period ended June 30, 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 six-month period ended June 30, 2019:
 
 
 
 ARS 000
 
Income(loss) for the period
 
 
 
attributable to shareholders of the Company
  2,538,352 
attributable to non-controlling shareholding
  160,597 
Total income(loss) for the period- Income
  2,698,949 
 
Avda. Tomás A. Edison 2701- C1104BAB- City of Buenos Aires- Argentina
Telephone (5411) 43175000 – Fax (5411) 43175099
 
1
 
 
2.
Other comprehensive income for the six-month period ended June 30, 2019:
 
 
 
 ARS 000
 
Other comprehensive income for the period
  - 
attributable to shareholders of the Company
  - 
attributable to non-controlling shareholding
  - 
Total of other comprehensive income for the period- Income
  - 
 
 
3.
Total comprehensive income for the six-month period ended June 30, 2019:
 
 
 
 ARS 000
 
Net comprehensive income for the period
 
 
 
attributable to shareholders of the Company
  2,538,352 
attributable to non-controlling shareholding
  160,597 
Total net comprehensive income for the period- Income
  2,698,949 
 
 
4.
Statement of shareholders’ equity details divided in items and amount as at June 30, 2019:
 
 
 
 ARS 000
 
Share Capital – Face Value
  1,514,022 
Capital adjustment
  14,344,934 
Statutory Reserve
  1,892,764 
Voluntary Reserve
  21,982,212 
Retained earnings
  - 
Income (loss) for the period
  2,538,352 
Non-controlling interests
  880,872 
Total
  43,153,156 
 
    
attributable to shareholders of the Company
  42,272,284 
attributable to non-controlling shareholding
  880,872 
 
Avda. Tomás A. Edison 2701- C1104BAB- City of Buenos Aires- Argentina
Telephone (5411) 43175000 – Fax (5411) 43175099
 
 
2
 
 
5.
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 the Central Puerto’s shares are under public offering and it are listed in the Buenos Aires Stock Exchange (hereinafter, “BCBA”) and in the New York Stock Exchange (hereinafter, “NYSE”). Therefore, shareholdings may experience variations, which the company may not be aware of.
 
 
Yours sincerely,
 
 
Leonardo Marinaro
Head of Market Relations
CENTRAL PUERTO S.A.
Avda. Tomás A. Edison 2701- C1104BAB- City of Buenos Aires- Argentina
Telephone (5411) 43175000 – Fax (5411) 43175099
 
 
3
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Section 5: EX-99.4 (MATERIAL NEWS)

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  Item 4.
City of Buenos Aires, August 12, 2019
 
COMISIÓN NACIONAL DE VALORES
25 de mayo 175
City of Buenos Aires
 
MERCADO DE VALORES DE BUENOS AIRES S.A.
Sarmiento 299, 2nd floor
City of Buenos Aires
 
MERCADO ABIERTO ELECTRÓNICO S.A.
San Mart’n 344
City of Buenos Aires
 
Subject: Material news. Central Puerto S.A. informs Operation with Related Party
       Nota: CPSA-GG-N-0445/19-AL
 
Ladies and Gentlemen,
 
It is a pleasure to contact you in my capacity as Head of Market Relations of Central Puerto S.A. (hereinafter, the “Company” or “CPSA”) pursuant to Title XII, Chapter I, Section II, Article 3 of CNV Regulations and Article 23 of ByMA Listing Regulations.
 
In accordance with sections 72 and 73 of the Capital Markets Act, it is hereby informed that on this day the Board of Directors of the Company, with the previous positive decision by the Audit Committee, approved granting the following bridge loans to finance the projects on electric energy generation from renewable sources, which are the property of related companies of CPSA pursuant to the following description: a) CP Manque S.A.U. for up to a total amount of USD 28,600,000.- and b) to CP Los Olivos S.AU. for up to the amount of USD 15,000,000.; in both cases, at a 4.5% rate for a 6-month period and pre-cancelable with the principal financing disbursement.
Yours sincerely,
 
 
Leonardo Marinaro
Head of Market Relations
CENTRAL PUERTO S.A.
 
 
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