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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 November, 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
 

 
        
 
        
 
 
 
 
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 Puerto S.A.
 
 
 
 
 
Date: November 21, 2019
By:  
/s/ LEONARDO MARINARO  
 
 
 
Name: Leonardo Marinaro
 
 
 
Title: Attorney-in-Fact
 
 
 
 
 
 
 
 
 
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Section 2: EX-99.1 (MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS)

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Exhibit 99.1
 
Relevant part of the Board of Directors Meeting Minutes of Central Puerto S.A. on November 11, 2019
 
 
Minutes No. 347: In the City of Buenos Aires, on this November 11, 2019, at 11 p.m., the Board of Directors of CENTRAL PUERTO S.A. (the “Company” or “CPSA”, indistinctly) meets 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, and Liliana MURISI, who attends through video conference. 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 commences, the second item on the Agenda is open for discussion: 2) APPROVAL OF 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, THE SEPARATE STATEMENT OF CASH FLOWS, THE REPORTING SUMMARY AND ADDITIONAL INFORMATION TO THE NOTES TO THE FINANCIAL STATEMENTS – ARTICLE 12, TITLE IV, CHAPTER III OF THE REGULATIONS SET FORTH BY THE ARGENTINE SECURITIES COMMISSION (N.T. 2013), FOR THE PERIOD ENDED SEPTEMBER 30, 2019. Mr. Osvaldo RECA requests Mr. Juan Avigliano to present the matter. Mr. Juan Avigliano takes the floor and informs that the Board of Directors needs to consider and approve 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, the Separate Statement of Cash Flows, the Reporting Summary and Additional Information to the Notes to the Financial Statements – Article 12, Title IV, Chapter III of the Regulations set forth by the Argentine Securities Commission (N.T. 2013) for the period ended September 30, 2019, documents that were 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, 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, the Separate Statement of Cash Flows, the Reporting Summary and Additional Information to the Notes to the Financial Statements – Article 12, Title IV, Chapter III of the Regulations set forth by the Argentine Securities Commission (N.T. 2013) for the period ended September 30, 2019. Mr. Osvaldo RECA continues taking the floor and informs of the status of compliance with General Resolution 611/12, Argentine Securities 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 (IFRS) (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 Companies 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 Board of Directors unanimously approves the Regulations reconciliation. Eduardo Erosa, César Halladjian and Juan Nicholson evidence Mrs. Liliana Murisi’s positive vote. (…) There being no further business to be transacted, the meeting is adjourned at 11:40 a.m.
 
Osvaldo Arturo Reca
 
Chairman
 
Central Puerto S.A.
 
 
 
 
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Section 3: EX-99.2 (MINUTES OF A MEETING OF THE SUPERVISORY COMMISSION)

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Exhibit 99.2
 
Minutes No. 381
 
The meeting of the Supervisory Committee of Central Puerto S.A. (the “Company”) was held on November 11, 2019, in the City of Buenos Aires, with the presence of the SupervisoryCommittee’s members César Halladjian, Eduardo Erosa and Juan Nicholson. At 3 p.m., the meeting commenced and the only item on the agenda was open for discussion: 1. CONSIDERATION OF 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, THE SEPARATE STATEMENT OF CASH FLOWS, THE REPORTING SUMMARY AND ADDITIONAL INFORMATION TO THE NOTES TO THE FINANCIAL STATEMENTS – ARTICLE 12, TITLE IV, CHAPTER III OF THE REGULATIONS SET FORTH BY THE ARGENTINE SECURITIES COMMISSION (N.T. 2013), FOR THE PERIOD ENDED SEPTEMBER 30, 2019. Mr. Halladjian took the floor and stated that the Supervisory 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 –Article 12, Title IV, Chapter III of the Regulations set forth by the Argentine Securities Commission (N.T., 2013), for the period ended September 30, 2019. After a brief exchange of ideas, and having considered the Board of Directors’ clarifications, the members of the Supervisory Committee unanimously DECIDED to approve the Supervisory Committee’s Report which is transcribed below, and to delegate the task of signing the document to Mr. Cesar Halladjian.
 
SUPERVISORYCOMMITTEE’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 as amended (the, “Argentine Companies Law”) 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, statements which are attached herein and which include the following: (a) the separate and consolidated balance sheets as at September 30, 2019, (b) the separate and consolidated income statements and separate and consolidated statements of comprehensive income for the nine-month periods ended September 30, 2019, the consolidated statement of changes in shareholders’ Equity, and the separate and consolidated statements of cash flows for the nine-month period ended in the mentioned date, and (c) a summary of the relevant accounting policies and more explanatory information. In addition, we have examined the corresponding Additional Information to the Notes to the Financial Statements –Article 12, Title IV, Chapter III of the Regulations set forth by the Argentine Securities Commission (CNV, N.T. 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 Germán E. Cantalupi, member of the firm Pistrelli, Henry Martin y Asociados S.R.L. The reports, dated November 11, 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 bases, 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 does not extend to facts, 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. Based on our review and on the reports dated November 11, 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 the interim period were not prepared in compliance with the relevant regulations set forth in the Argentine Companies Act, the Argentine Securities Commission (CNV) and the IAS 34.
 
 
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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 Act and with the relevant resolutions made by the Argentine Securities Commission (CNV).
 
c) We have read the “Reporting Summary for the periods ended on September 30, 2019 and 2018” and the Additional Information to the Notes to the Consolidated Financial Statements required by Article 12, Chapter III, Title IV of the Regulations set forth by the Argentine Securities Commission (N.T. 2013), and as per our scope of work, 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 of the Argentine Companies Act that were deemed necessary considering the circumstances, in order to verify that the Company’s governing bodies had complied with the rules set forth in the Argentine Companies Act, the Company’s bylaws and the shareholders’ decisions. We have no remarks regarding this matter.
 
City of Buenos Aires,
Representing the Supervisory Committee
November 11, 2019
CÉSAR HALLADJIAN
Statutory Auditor
 
There being no further business to come before the meeting, the meeting was adjourned at 3.30 p.m.
  
  Eduardo Erosa        César Halladjian        Juan Nicholson

 
 
 
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Section 4: EX-99.3 (NOTICE SENT TO THE BUENOS AIRES STOCK EXCHANGE)

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Exhibit 99.3
 
 
“Information set forth by Section 63 of Buenos Aires Stock Exchange Regulations”
 
 
BUENOS AIRES, November 11, 2019
 
 
 
Notice: CPSA-GG-N-0588/19-AL
 
 
 Bolsas y Mercados Argentinos S.A.
 
 
 
 
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 November 11, 2019, the Board of Directors of Central Puerto S.A. approved the financial statements and other documents for the period ended September 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 nine-month period ended September 30, 2019:
 
 
 
 ARS 000
 
Income(loss) for the period
 
 
 
attributable to shareholders of the Company
  7,022,198 
attributable to non-controlling shareholding
  (460,416)
Total income(loss) for the period- Income
  6,561,782 
 
 
2.
Other comprehensive income for the nine-month period ended September 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
  - 
 
Avda. Tomás A. Edison 2701 – C1104BAB – City of Buenos Aires – Argentina
Telephone (54 11) 4317 5000 – Fax (54 11) 4317 5099
 
 
1
 
 
3.
Total comprehensive income for the nine-month period ended September 30, 2019:
 
 
 
ARS 000
 
Net comprehensive income for the period
 
 
 
attributable to shareholders of the Company
  7,022,198 
attributable to non-controlling shareholding
  (460,416)
Total net comprehensive income for the period- Income
  6,561,782 
 
4.
Statement of shareholders’ equity details divided in items and amount as at September 30, 2019:
 
 
 
 
 ARS 000
 
Share Capital – Face Value
  1,514,022 
Capital adjustment
  16,325,973 
Statutory Reserve
  2,129,200 
Optional Reserve
  24,728,144 
Retained earnings
  - 
Income (loss) for the period
  7,022,198 
Non-controlling shareholding
  356,585 
Total
  52,076,122 
 
    
attributable to shareholders of the Company
  51,719,537 
attributable to non-controlling shareholding
  356,585 
 
 
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5.
Controlling shareholding
 
As a consequence of the merger between Central Puerto S.A., in its capacity as parent company and Operating S.A. (“OPER”), Hidroneuquén S.A. (“HNQ”) and Sociedad Argentina de Energía S.A. (“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 (“BCBA”) and in the New York Stock Exchange (“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.
 
 
 
 
 
 
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