Blueprint
Exhibit
99.2
Buenos
Aires, May 2, 2019
Notice:
CPSA-GG-N-0229/19-AL
Comisión
Nacional de Valores
Subject: Synthesis
– Annual General Meeting and Special Meeting held on April
30, 2019.
Ladies
and gentlemen,
I am
pleased to address You, in my capacity as Head of Market Relations
of Central Puerto S.A. (hereinafter, the “Company”), so
as to submit the synthesis of the Annual General Meeting and
Special Meeting held on April 30, 2019.
Shareholders
representing 82.18% of share capital and votes attended the
Meeting. The decisions taken were as follows:
1. APPOINTMENT OF TWO
SHAREHOLDERS TO SIGN THE MINUTES: it was approved by the
majority of eligible votes to appoint shareholders Marcelo
Suvá and Gonzalo Pérès Moore to sign the
minutes.
2) CONSIDERATION OF THE
ANNUAL REPORT AND ITS ANNEX; THE STATEMENT OF INCOME; THE STATEMENT
OF COMPREHENSIVE INCOME; THE STATEMENT OF FINANCIAL POSITION; THE
STATEMENT OF CHANGES IN EQUITY; THE STATEMENT OF CASH FLOW; NOTES
TO FINANCIAL STATEMENTS AND ANNEXES; INFORMATION REPORT; ADDITIONAL
INFORMATION TO THE NOTES TO THE FINANCIAL STATEMENTS –
SECTION 12, CHAPTER III, TITLE IV OF GR No. 622/2013 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 REPORT; AND
THE COMPANY´S SUPERVISORY COMMITTEE REPORT. ALL THESE
DOCUMENTS ARE WITH RESPECT TO THE FISCAL YEAR ENDED DECEMBER 31,
2018. The following were approved by unanimous eligible
votes: (i) 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 and the notes to the Consolidated Financial Statements as
submitted by the Board of Directors; (ii) the Annual Report as
submitted by the Board of Directors; (iii) the separated Financial
Statements and the notes to the separated Financial Statements as
submitted by the Board of Directors; (iv) the Independent Auditors
Report and the Company´s Supervisory Committee Report, with
respect to the fiscal year ended December 31, 2018; (v) additional
information in accordance with Section 68 of the Listing Rules of
Merval and with Section 12, Chapter III, Title IV of the Argentine
Securities Commission Rules and the information report required by
the Argentine Securities Commission Rules, as submitted by the
Board of Directors.
Avda. Tomás A. Edison 2701 – C1104BAB – City of
Buenos Aires – Argentina
Telephone (54 11) 4317 5000 – Fax (54 11) 4317
5099
3) CONSIDERATION
OF THE INCOME (LOSS) FOR THE FISCAL YEAR AND THE REMAINING RETAINED
EARNINGS AND OF THE BOARD OF
DIRECTORS’ PROPOSAL, WHICH CONSISTS ON THE FOLLOWING: (I)
ALLOCATING PS. 450,459 THOUSAND FOR THE RECOMPOSITION OF THE LEGAL
RESERVE; (II) ALLOCATING PS. 712,524 THOUSAND FOR THE CREATION OF
THE LEGAL RESERVE OF THE FISCAL YEAR AND (III) ALLOCATING PS.
13,552,354 THOUSAND FOR THE VOLUNTARY RESERVE, TO BE DEFINED AT THE
MEETING. CONSIDERATION AND APPROVAL OF THE PAYMENT OF THE
PROFIT-SHARING BONUS, PURSUANT TO SECTIONS 12 AND 33 OF THE
BYLAWS. The
following were approved by the majority of eligible votes: i) to
increase the legal reserve by Ps. 450,459 thousand, so as to
restore the legal reserve to its amount prior to bearing the losses
resulting from the exercise of the option contained in General
Resolution No. 777/18 of the Argentine Securities Commission, which
is ad referendum of this Annual General Meeting and Special
Meeting, and the amount of Ps. 712,524 thousand for the creation of
the legal reserve of the fiscal year; ii) after deducting the
negative unappropriated retained earnings and the proposal with
relation to the legal reserve, to allocate the remaining balance of
the fiscal year to increase the voluntary reserve so as to increase
the Company´s solvency by Ps. 13,552,354 thousand and iii)
additionally, to pay the personnel´s profit-sharing bonus
pursuant to Section 33 of the Bylaws for the amount of Ps.
82,242,676.
4) CONSIDERATION OF
THE PERFORMANCE OF THE BOARD OF DIRECTORS DURING THE FISCAL YEAR
ENDED DECEMBER 31, 2018. The performance of the
Company´s Board of Directors up to this Meeting was approved
by the majority of eligible votes possible to be casted in this
decision. Mr. Marcelo Suvá withheld his vote regarding his own
performance.
5) CONSIDERATION OF
THE PERFORMANCE OF THE COMPANY´S SUPERVISORY COMMITTEE DURING
THE FISCAL YEAR ENDED DECEMBER 31, 2018. The performance of the Company´s
Supervisory Committee up to this Meeting was approved by the
majority of eligible votes.
6) CONSIDERATION OF
THE REMUNERATION TO THE COMPANY´S BOARD OF DIRECTORS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2018, WITH DUE REGARD TO THE
LIMITATIONS IN CONNECTION WITH THE COMPANY´S NET INCOME,
PURSUANT TO SECTION 261 OF LAW No. 19550 AND THE ARGENTINE
SECURITIES COMMISSION RULES. CONSIDERATION OF THE ADVANCE PAYMENT
OF DIRECTORS’ FEES FOR THE FISCAL YEAR TO END DECEMBER 31,
2019. The following were approved by the majority of
eligible votes: i) the remuneration of the Directors for the fiscal
year ended December 31, 2018, confirming the advance payment
received, for the total amount of Ps. 6,355,140.11, and ii) to
authorize the members of the Board of Directors and of the Audit
Committee to receive advance payment ad referendum the next
Meeting, which meeting shall consider the annual Financial
Statements for the fiscal year ended December 31,
2019.
7) CONSIDERATION OF
THE REMUNERATION TO THE COMPANY´S SUPERVISORY COMMITTEE FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2018, AND THE FEES’ REGIME
FOR THE FISCAL YEAR TO END DECEMBER 31, 2019. The following
were approved by the majority of eligible votes: i) the
remuneration of the members of the Supervisory Committee for the
fiscal year ended December 31, 2018, confirming the advance
payments received, for the total amount of Ps. 637,500.00 and ii)
to authorize the members of the Supervisory Committee to receive
advance payment ad referendum the next Meeting, which Meeting shall
consider the annual Financial Statements for the fiscal year ended
December 31, 2019.
8) DETERMINATION OF
THE NUMBER OF ALTERNATE DIRECTORS AND APPOINTMENT OF DIRECTORS AND
ALTERNATE DIRECTORS. CONSIDERATION OF THE CONTINUITY OF THE CURRENT
CHAIRMAN, UNTIL THE APPOINTMENT TO BE MADE BY THE COMPANY´S
BOARD OF DIRECTORS. It was decided to set eleven
alternate directors; 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, Jorge An’bal RAUBER, Cristián
LÓPEZ SAUBIDET, Jorge Eduardo VILLEGAS and Liliana Amelia
MURISI; and to appoint the following as Alternate Directors of the
Company: Marcelo Atilio SUVA, Justo Pedro SAENZ, Adrián
Gustavo SALVATORE, Javier Alejandro TORRE, Rubén Omar
LÓPEZ, José Manuel PAZOS, Enrique Gonzalo BALLESTER,
Oscar Luis GOSIO, Juan Pablo GAUNA OTERO, Diego Federico CERDEIRO
and Pablo Javier VEGA.
9) APPOINTMENT OF THE
MEMBERS AND ALTERNATE MEMBERS OF THE COMPANY´S SUPERVISORY
COMMITTEE FOR THE FISCAL YEAR TO END DECEMBER 31,
2019. It was
decided to appoint Carlos Cesar HALLADJIAN, Eduardo Antonio EROSA
and Juan Antonio NICHOLSON as Statutory Auditors of the Company;
and to appoint Carlos Adolfo ZLOTNITZKY, Horacio Ricardo EROSA and
Lucas NICHOLSON as Alternate Statutory Auditors of the
Company.
10) CONSIDERATION OF
THE COMPANY´S CERTIFYING ACCOUNTANT´S FEES WITH RESPECT
TO THE ANNUAL ACCOUNTING DOCUMENTS FOR THE FISCAL YEAR
2018. The
following were approved by the majority of eligible votes: i) the
amount of Ps. 9,438,199.31 to cover audit services, ii) the amount
of Ps. 533,064.94 to cover tax services and iii) the amount of Ps.
2,040,942.15 to cover non-audit services.
11) APPOINTMENT OF THE
CERTIFYING ACCOUNTANT AND OF THE ALTERNATE CERTIFYING ACCOUNTANT
FOR THE FISCAL YEAR TO END DECEMBER 31, 2019 AND DETERMINATION OF
THEIR REMUNERATION. The following were approved by
unanimous eligible votes: i) the appointment of Pistrelli, Henry
Martin y Asociados S.R.L as accounting auditors of the fiscal year
to end December 31, 2019; the appointment of Germán 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 Ezequiel Calciati
(Professional Council in Economic Sciences for the City of Buenos
Aires, registered under Volume 163, Page 233) as Alternate
Certifying Accountant of the mentioned financial statements; and
iii) that the remunerations corresponding to the fiscal year 2019
shall be approved during the next Annual General
Meeting.
12) APPROVAL OF THE
ANNUAL BUDGET FOR THE FUNCTIONING OF THE AUDIT COMMITTEE.
The total amount of Ps. 300,000.00 was approved by the majority of
eligible votes for the functioning of the Company´s Audit
Committee.
13) GRANTING OF
AUTHORIZATIONS. It
was approved by the majority of eligible votes to authorize Mr.
Chairman and/or whom he may appoint, and/or José Manuel Pazos,
Leonardo Marinaro, and/or Osvaldo Pollice, and/or Esteban
Pérez Monti, and/or Francisco Cronshey and/or Christian
Rodr’guez Montes and/or Mariano Luchetti and/or Mar’a
Agustina Leppen and/or Mar’a Lucila Winschel and/or Veronica
Apollonio and/or Jose Mar’a Bazan and/or Juan Barros Moss
and/or Emilio Diaz Reynolds and/or Teodoro Rodriguez Caceres and/or
Juan Zurano, so that any of them, individually or indistinctly,
follow all the necessary procedures to file the decisions taken at
the Meeting with the regulatory agencies.
Yours,
Leonardo Marinaro
Head of Market Relations
Central Puerto S.A.
