CENTRAL PUERTO S.A. current report, Q2 FY2018

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Central Puerto S.A. Form 6-K Summary

Business Context and Reporting Period

This filing is a Form 6-K submitted by Central Puerto S.A. (Port Central S.A.) on May 16, 2018. The document contains the English translation of the minutes from the Annual General Shareholders Meeting held on April 27, 2018, in Buenos Aires, Argentina. The meeting addressed the fiscal year ended December 31, 2017, and the appointment of governance bodies for the fiscal year ending December 31, 2018.

Key Financial Metrics

  • Net Income (FY 2017): Ps. 3,507,795 thousand.
  • Dividend Declaration: Ps. 0.70 per share, with an availability date of May 9, 2018.
  • Capital Stock: Ps. 1,514,022,256 (Total outstanding shares with voting rights).
  • Attendance: 46 shareholders representing 78.34% of the capital stock (1,186,113,535 shares).
  • Reserve Allocations:
    • Legal Reserve Increase: Ps. 149,624 thousand.
    • Voluntary Reserve Increase: Ps. 2,293,606 thousand.
  • Personnel Profit-Sharing Bonus: Ps. 17,504,889.90.
  • Board Remuneration (FY 2017): Ps. 3,184,660.13.
  • Supervisory Committee Remuneration (FY 2017): Ps. 400,000.
  • Audit Fees (FY 2017): Ps. 10,246,670 (Audit) and Ps. 444,638 (Tax services).

Material Changes and Governance Actions

The primary material actions involved the ratification of the 2017 financial statements and the restructuring of the Board of Directors and Supervisory Committee for 2018.

  • Board Composition: The Board was reconstituted with 11 Directors and 11 Alternate Directors. The election utilized a mix of ordinary and cumulative voting systems. Notable elected Directors include Osvaldo Arturo RECA, Miguel DODERO, and Cristián LÓPEZ SAUBIDET.
  • Supervisory Committee: Three Statutory Auditors and three Alternate Statutory Auditors were appointed, including Carlos Cesar HALLADJIAN and Juan Antonio NICHOLSON.
  • Debt Authorization: Shareholders renewed the Board's authority to issue negotiable obligations (bonds) up to a maximum of US$ 1,000,000,000 (one billion U.S. Dollars) or its equivalent in other currencies.
  • Auditor Appointment: Pistrelli, Henry Martin y Asociados S.R.L. was appointed as the certifying accountant for the fiscal year ending December 31, 2018.

Outlook, Risks, and Management Commentary

The filing does not contain specific forward-looking guidance, revenue projections, or management commentary regarding future market conditions. The focus is strictly on the procedural ratification of past performance and the authorization of future capital raising capabilities. The approval of the US$ 1 billion debt program indicates management's intent to maintain access to capital markets for liquidity or expansion, though specific deployment plans were not detailed in the minutes.

Investor Verification Checklist

  • Verify the actual payment date and currency conversion rate for the Ps. 0.70 per share dividend.
  • Review the full 2017 Annual Report (Form 20-F) for detailed revenue, EBITDA, and cash flow figures not explicitly listed in these minutes.
  • Monitor the utilization of the authorized US$ 1 billion debt facility to assess leverage changes.
  • Confirm the independence status of the newly elected Board members and Supervisory Committee as disclosed in the minutes.
  • Check for any subsequent filings regarding the specific terms of the debt issuance program.