Workflow
Central Puerto(CEPU)
icon
Search documents
Central Puerto S.A. (CEPU) Announces Completion of Spin-off-merger With ECOGAS Inversiones S.A.
Insider Monkey· 2025-09-19 04:57
Core Insights - Artificial intelligence (AI) is identified as the greatest investment opportunity of the current era, with a strong emphasis on the urgent need for energy to support its growth [1][2][3] - A specific company is highlighted as a key player in the AI energy sector, owning critical energy infrastructure assets that are essential for meeting the increasing energy demands of AI technologies [3][7][8] Investment Landscape - Wall Street is investing hundreds of billions into AI, but there is a looming question regarding the energy supply needed to sustain this growth [2] - AI data centers, such as those powering large language models, consume energy equivalent to that of a small city, indicating a significant strain on global power grids [2] - The company in focus is positioned to benefit from the surge in demand for electricity driven by AI, making it a unique investment opportunity [3][6] Company Profile - The company is described as a "toll booth" operator in the AI energy boom, collecting fees from energy exports and benefiting from the onshoring trend due to tariffs [5][6] - It possesses critical nuclear energy infrastructure assets, which are vital for America's future power strategy [7] - The company is noted for its capability to execute large-scale engineering, procurement, and construction projects across various energy sectors, including oil, gas, and renewables [7] Financial Position - The company is completely debt-free and has a significant cash reserve, amounting to nearly one-third of its market capitalization, which positions it favorably compared to other energy firms burdened with debt [8] - It also holds a substantial equity stake in another AI-related company, providing investors with indirect exposure to multiple growth engines in the AI sector [9] Market Sentiment - There is a growing interest from hedge funds in this company, which is considered undervalued and off-the-radar, trading at less than seven times earnings excluding cash and investments [10][9] - The company is recognized for delivering real cash flows and owning critical infrastructure, making it a compelling investment choice in the context of the AI and energy sectors [11] Future Outlook - The ongoing technological revolution driven by AI is expected to create significant investment opportunities, with a strong emphasis on the importance of energy infrastructure [12][14] - The company is well-positioned to capitalize on the anticipated growth in AI and energy demand, making it a strategic investment for those looking to participate in the future of technology [13][15]
7个项目中标!阿根廷500MW/2GWh储能项目开标
Core Viewpoint - The article discusses the recent large-scale battery energy storage system (BESS) tender in Buenos Aires, Argentina, highlighting the competitive bidding process and the implications for the energy market [2]. Group 1: Tender Overview - The tender received 27 proposals from 15 companies, with a total capacity of 1,347 MW, significantly exceeding the 500 MW tender size [2]. - The reference price set by CAMMESA was $15,000 per MW per month, but most bids came in well below this level [2]. - The awarded capacity was expanded due to competitive pricing, with the final awarded price threshold set at approximately $14,100 per MW per month [2]. Group 2: Winning Bids - Central Puerto won a 150 MW project at $10,161 per MW per month, nearly 40% lower than the reference price [2]. - MSU Green Energy secured a 150 MW project at $11,290 per MW per month [3]. - Southern Wind won a bid at $11,461 per MW per month [4]. - Other companies like Genneia and Coral Energía also received awards [5]. Group 3: Market Transformation - This tender marks a transformation in Argentina's electricity wholesale market (MEM), as it is the first time contracts are signed directly between generators and distributors, with CAMMESA acting as a guarantor [2]. - The procurement aims to strengthen key nodes in AMBA, enhance grid reliability, and promote private sector restructuring [2]. - The awarded projects are expected to start operations by January 1, 2027, with a final operational deadline of December 31, 2028, and contracts lasting for 15 years from the start of commercial operation [2].
Central Puerto Announces It Has Entered into a Purchase Agreement for the "Proyecto Solar Cafayate"
Newsfile· 2025-08-21 13:26
Group 1 - Central Puerto S.A. has entered into a purchase agreement to acquire 100% of the shares and votes of Fieldfare Argentina S.R.L., which owns the Cafayate Solar Project with a nominal installed capacity of approximately 80 MW and a generation of 220 GWh [1][2] - The closing of the transaction is expected on September 2, 2025, pending the fulfillment of standard conditions [2] - This acquisition marks a significant step in Central Puerto's strategy to diversify its technology and strengthen its position in the renewable energy market [2]
Central Puerto(CEPU) - 2025 Q2 - Quarterly Report
2025-08-15 00:04
General Company Information This section outlines Central Puerto S.A.'s filing details, board, legal structure, and capital as of June 30, 2025 [Form 6-K Filing Details](index=1&type=section&id=Form%206-K%20Filing%20Details) Central Puerto S.A. filed a Form 6-K report for August 2025, indicating its status as a foreign private issuer filing under Form 20-F - Central Puerto S.A. is a foreign private issuer filing under Form 20-F[2](index=2&type=chunk) [Board of Directors and Statutory Audit Committee Members](index=4&type=section&id=Board%20of%20Directors%20and%20Statutory%20Audit%20Committee%20Members) This section lists the members of the Board of Directors, Deputy Directors, Statutory Auditors, and Deputy Statutory Auditors for Central Puerto S.A - The report details the composition of the Board of Directors and Statutory Audit Committee, including key personnel like Osvaldo Reca (Director) and Carlos César Adolfo Halladjian (Statutory Auditor)[5](index=5&type=chunk) [Company Legal and Capital Structure](index=5&type=section&id=Company%20Legal%20and%20Capital%20Structure) Central Puerto S.A. is legally based in Buenos Aires, Argentina, with fiscal year No. 34 commencing January 1, 2025. The company's capital structure consists of 1,514,022,256 common and book-entry shares, with a portion held as treasury shares - Central Puerto S.A. is located at Av. Edison 2701, City of Buenos Aires, Argentina, with fiscal year No. 34 starting January 1, 2025[6](index=6&type=chunk) Capital Structure (as of June 30, 2025) | Class of shares | Outstanding shares | Treasury shares | Total | | :--- | :--- | :--- | :--- | | 1,514,022,256 common and book-entry shares with a face value of $1, carrying 1 vote each. | 1,502,618,381 | 11,403,875 | 1,514,022,256 | Consolidated Financial Statements This section presents Central Puerto S.A.'s consolidated income, balance sheet, equity changes, and cash flows for H1 2025 [Consolidated Statement of Income and Comprehensive Income](index=6&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20INCOME%20AND%20COMPREHENSIVE%20INCOME) For the six-month period ended June 30, 2025, Central Puerto S.A. reported a significant increase in net profit and profit per share compared to the same period in 2024, driven by higher income from ordinary operations and financial activities, despite increased cost of sales Consolidated Statement of Income Highlights (6 months ended June 30) | Metric | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Income from ordinary operations | 437,886,905 | 426,707,751 | +2.62% | | Cost of sales | (281,011,999) | (251,602,823) | +11.69% | | Gross income | 156,874,906 | 175,104,928 | -10.41% | | Operating income | 160,648,125 | 177,744,817 | -9.62% | | Income (loss) before income tax | 203,931,771 | 117,755,340 | +73.19% | | Net profit for the period | 176,188,752 | 55,271,477 | +218.79% | | Basic and diluted profit per share (ARS) | 115.37 | 22.70 | +408.25% | [Consolidated Balance Sheet](index=7&type=section&id=CONSOLIDATED%20BALANCE%20SHEET) As of June 30, 2025, Central Puerto S.A.'s total assets increased by 4.4% compared to December 31, 2024, primarily driven by growth in non-current assets, while total liabilities saw a slight decrease Consolidated Balance Sheet Highlights (as of June 30, 2025 vs. Dec 31, 2024) | Metric | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Total assets | 3,198,559,995 | 3,063,945,292 | +4.40% | | Non-current assets | 2,570,852,943 | 2,425,955,454 | +5.98% | | Current assets | 627,707,052 | 637,989,838 | -1.61% | | Total equity | 2,287,652,558 | 2,144,379,343 | +6.68% | | Total liabilities | 910,907,437 | 919,565,949 | -0.94% | | Non-current liabilities | 433,322,208 | 488,270,724 | -11.25% | | Current liabilities | 477,585,229 | 431,295,225 | +10.73% | [Consolidated Statement of Changes in Equity](index=8&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY) The consolidated equity attributable to the owners of the parent company increased significantly by 7.8% from January 1, 2025, to June 30, 2025, primarily due to the net profit for the period and an increase in the optional reserve for future dividend payments Consolidated Statement of Changes in Equity Highlights (6 months ended June 30, 2025) | Equity Component | As of January 1, 2025 (ARS Thousands) | Net profit for the period (ARS Thousands) | As of June 30, 2025 (ARS Thousands) | | :--- | :--- | :--- | :--- | | Equity attributable to the owners of the parent company | 2,071,803,457 | 173,362,731 | 2,233,802,381 | | Non-controlling shareholding | 72,575,886 | 2,826,021 | 53,850,177 | | Total Equity | 2,144,379,343 | 176,188,752 | 2,287,652,558 | - The increase in statutory reserve by **ARS 2,568,095 thousand** and optional reserve for future dividend payments by **ARS 56,028,406 thousand** were decided at the Shareholders Meeting dated April 30, 2025[14](index=14&type=chunk) [Consolidated Statement of Cash Flows](index=10&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) For the six-month period ended June 30, 2025, net cash flow from operating activities significantly increased by 78.4% year-over-year, while cash used in investment activities also increased substantially. Net cash flow used in financing activities decreased Consolidated Statement of Cash Flows Highlights (6 months ended June 30) | Cash Flow Activity | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash flow from operating activities | 146,494,756 | 82,125,216 | +78.38% | | Net cash flow used in investment activities | (122,270,255) | (15,561,670) | +685.72% | | Net cash flow used in financing activities | (21,899,557) | (84,012,754) | -73.93% | | Net increase (decrease) in cash and short-term placements | 2,324,944 | (17,449,208) | N/A | | Cash and short-term placements as of June 30 | 6,389,128 | 6,798,833 | -5.99% | - The significant increase in cash used in investment activities is primarily due to higher acquisition of property, plant and equipment, and inventory (**ARS 113,789,371 thousand** in 2025 vs. **ARS 60,719,076 thousand** in 2024) and net acquisition of other financial assets[18](index=18&type=chunk) Notes to the Consolidated Financial Statements This section details Central Puerto S.A.'s corporate information, market context, accounting policies, segment performance, and financial notes [Corporate Information and Principal Activity of the Group (Note 1)](index=11&type=section&id=Corporate%20Information%20and%20Principal%20Activity%20of%20the%20Group%20(Note%201)) Central Puerto S.A. (CPSA) is an integrated energy sector group primarily engaged in electric power generation, with diverse assets including thermal, hydroelectric, and renewable power stations. The Group has also expanded into natural gas distribution, forestry, and mining sectors - CPSA is an integrated energy group focused on electric power generation, owning thermal (e.g., Puerto Nuevo, Costanera), hydroelectric (Piedra del Águila), and renewable (wind and solar farms totaling **473.8 MW**) power stations[21](index=21&type=chunk)[24](index=24&type=chunk)[27](index=27&type=chunk) - The Group has diversified into natural gas distribution through ECOGAS Group, forestry activities via Proener S.A.U. (managing approximately **160,000 hectares**), and mining (Diablillos silver/gold and Tres Cruces lithium projects)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) [Overview of Argentine Electricity Market (Note 1.1)](index=12&type=section&id=Overview%20of%20Argentine%20Electricity%20Market%20(Note%201.1)) The Argentine electricity market (MEM) involves generators, distributors, and large users, with prices determined by supply and demand in the Forward Market and hourly economic production costs in the Spot Market. CAMMESA administers the MEM, but faces structural deficits due to increased generation costs and frozen end-user rates - The MEM operates with a Forward Market (supply/demand pricing) and a Spot Market (hourly economic production cost). CAMMESA manages the MEM and dispatches generation[33](index=33&type=chunk) - Since 2001-2002, the MEM has faced a structural deficit due to increased generation costs (peso devaluation, fuel prices) and frozen end-user rates, leading to CAMMESA's difficulties in paying generators[35](index=35&type=chunk) [Amendments to the Wholesale Electricity Market (MEM) Regulations (Note 1.2)](index=13&type=section&id=Amendments%20to%20the%20Wholesale%20Electricity%20Market%20(MEM)%20Regulations%20(Note%201.2)) Recent Secretariat of Energy resolutions and Executive Decrees have extended concessions for hydroelectric power stations, updated remuneration values for power and energy, and introduced significant reforms to the electricity market. These reforms aim to decentralize the market, promote free trade, and ensure legal security for long-term supply, with a 24-month transition period for implementation - Executive Decree No. 718/2024 extended CPSA's operation of Piedra del Águila hydroelectric power station until December 28, 2025, with a national and international bid for its sale expected within **180 days**[39](index=39&type=chunk) - Secretariat of Energy Resolutions (e.g., No. 603/2024, 27/2025, 280/2025) have monthly updated remuneration values for power and energy, with increases ranging from **1% to 4%** in early 2025, though some were not applicable to certain hydroelectric dams[40](index=40&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk) - Executive Decree No. 450/2025 approved adjustments to the Electrical Regulatory Framework, aiming to reduce government intervention, promote private actors, and consolidate the federal energy regime, with a **24-month transition period** for regulatory amendments[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - The Group submitted tenders for **150 MW** and **55 MW** battery energy storage projects in Nuevo Puerto and Central Costanera power stations, respectively, under the 'Almacenamiento AlmaGBA' bid, with awards expected by August 29, 2025[46](index=46&type=chunk) [Presentation Basis of the Consolidated Financial Statements (Note 2)](index=15&type=section&id=Presentation%20Basis%20of%20the%20Consolidated%20Financial%20Statements%20(Note%202)) The consolidated financial statements are prepared in accordance with IFRS, specifically IAS 34 for interim reporting, and are stated in Argentine Pesos (ARS) adjusted for inflation as per IAS 29. The Group adopted new/amended standards, including 'Lack of Exchangeability' (Amendments to IAS 21), which had no significant impact - The financial statements adhere to IFRS, as adopted by FACPCE and CNV, and specifically IAS 34 for interim reporting[53](index=53&type=chunk)[54](index=54&type=chunk) - All figures are stated in ARS, rounded to the nearest thousand, and restated for changes in purchasing power due to inflation (IAS 29). Inflation for the six-month period ended June 30, 2025, was **15.10%**, significantly lower than **79.77%** in 2024[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - The Group adopted 'Lack of Exchangeability' (Amendments to IAS 21) effective January 1, 2025, which did not have a significant impact on the financial statements[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) [Operating Segments (Note 3)](index=17&type=section&id=Operating%20Segments%20(Note%203)) Central Puerto S.A. operates across several segments: Electric Power Generation (conventional and renewable), Forestry activity, Natural gas transportation, distribution and trade, and Others. For the six-month period ended June 30, 2025, conventional electric power generation remained the largest contributor to operating income, while natural gas segment showed significant growth in operating income Operating Income by Segment (6 months ended June 30) | Segment | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Electric Power Generation from conventional sources | 118,945,026 | 123,727,920 | -3.90% | | Electric Power Generation from renewable sources | 38,472,845 | 32,549,175 | +18.19% | | Forestry activity | 2,737,655 | 18,502,719 | -85.21% | | Natural gas transportation, distribution and trade | 59,412,570 | 27,903,315 | +112.92% | | Others | (319,256) | 1,301,505 | N/A | | Total Operating income | 160,648,125 | 177,744,817 | -9.62% | Adjusted EBITDA by Segment (6 months ended June 30) | Segment | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Electric Power Generation from conventional sources | 158,418,778 | 171,113,682 | -7.42% | | Electric Power Generation from renewable sources | 58,352,884 | 53,368,273 | +9.34% | | Forestry activity | 4,241,356 | 19,158,217 | -77.86% | | Natural gas transportation, distribution and trade | 74,405,736 | 42,465,278 | +75.22% | | Others | (243,181) | 1,397,816 | N/A | | Total Adjusted EBITDA | 221,581,692 | 246,701,486 | -10.26% | [Income from Ordinary Operations (Note 4)](index=18&type=section&id=Income%20from%20Ordinary%20Operations%20(Note%204)) Total income from ordinary operations increased by 2.62% for the six-month period ended June 30, 2025, compared to 2024. This was primarily driven by a 12.38% increase in spot market sales, partially offset by a decrease in sales from agreements and forestry activity sales Income from Ordinary Operations (6 months ended June 30) | Revenue Source | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Income from spot market sale | 232,304,098 | 206,712,157 | +12.38% | | Sales from agreements | 163,910,486 | 175,372,877 | -6.54% | | Steam sales | 21,373,049 | 21,534,821 | -0.75% | | Income from forestry activity sales | 8,317,856 | 12,592,841 | -33.95% | | Resale of gas transportation and distribution capacity | 3,830,173 | 3,153,936 | +21.44% | | Income from the management of CVO thermal power station | 8,151,243 | 7,341,119 | +11.04% | | Total income from ordinary operations | 437,886,905 | 426,707,751 | +2.62% | [Other Income and Expenses (Note 5)](index=18&type=section&id=Other%20Income%20and%20Expenses%20(Note%205)) Other operating income decreased significantly by 43.2% year-over-year, mainly due to lower interest from clients and exchange differences. Conversely, other operating expenses saw a substantial reduction of 90.7%, primarily driven by the absence of large CAMMESA agreement-related expenses and claim-related expenses present in the prior year Other Operating Income (6 months ended June 30) | Income Source | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Interest from clients | 8,877,489 | 24,190,380 | -63.29% | | Exchange differences, net | 21,325,050 | 39,634,043 | -46.25% | | Insurance recovery | 6,901,062 | 0 | N/A | | Income (loss) from growth and revaluation of biological assets | 11,272,453 | 21,515,844 | -47.61% | | Total other operating income | 49,041,493 | 86,269,298 | -43.20% | Other Operating Expenses (6 months ended June 30) | Expense Category | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Agreement with CAMMESA -SE Resolution No. 58/2024 and 66/2024 | 0 | (28,525,057) | N/A | | Claim-related expenses | 0 | (11,342,735) | N/A | | Forestry expenses | (2,694,631) | (638,077) | +322.31% | | Total other operating expenses | (4,201,476) | (45,411,419) | -90.75% | Financial Income and Costs (6 months ended June 30) | Category | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Total financial income | 56,830,368 | 54,280,329 | +4.69% | | Total financial costs | (90,258,732) | (111,324,207) | -18.92% | | Net Financial Costs | (33,428,364) | (57,043,878) | -41.39% | [Income Tax (Note 6)](index=19&type=section&id=Income%20Tax%20(Note%206)) The income tax for the six-month period ended June 30, 2025, was a charge of ARS 27,743,019 thousand, a significant reduction from the ARS 62,483,863 thousand charge in the prior year. This change was primarily influenced by a large positive variation between provision and tax return, including an update of tax losses, and a lower deferred income tax charge Income Tax Components (6 months ended June 30) | Component | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Current income tax charge | (36,725,495) | (37,688,046) | -2.55% | | Variation between provision and tax return | 28,671,381 | 5,690,922 | +403.81% | | Deferred income tax | (19,688,905) | (30,486,739) | -35.39% | | Total Income tax | (27,743,019) | (62,483,863) | -55.60% | - The variation between provision and tax return in 2025 includes **ARS 27,280,175 thousand** corresponding to the update of tax losses[75](index=75&type=chunk) Net Deferred Tax Liabilities (as of June 30) | Metric | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Deferred-tax assets | 6,838,659 | 7,391,991 | -7.49% | | Deferred tax liabilities | (201,955,038) | (182,819,465) | +10.47% | | Net deferred tax liabilities | (195,116,379) | (175,427,474) | +11.22% | [Financial Assets and Liabilities (Note 7)](index=21&type=section&id=Financial%20Assets%20and%20Liabilities%20(Note%207)) The Group's financial assets and liabilities include trade receivables, payables, and various loans. Trade receivables from CAMMESA remain significant, and the Group manages multiple project financing loans, with several having transitioned from LIBOR to SOFR. The fair value of financial assets is primarily measured using Level 1 inputs (quoted prices) Trade Receivables and Other Receivables (as of June 30) | Category | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Trade receivables - CAMMESA | 124,979,460 | 157,268,356 | -20.53% | | Current Trade receivables - CAMMESA | 227,647,020 | 206,009,088 | +10.50% | | Total Trade receivables and other receivables | 406,786,539 | 407,960,584 | -0.29% | | CVO receivables collected (6 months) | 41,886,399 | 33,580,796 | +24.73% | Trade Payables and Other Payables (as of June 30) | Category | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Current Trade payables and other payables | 126,615,731 | 110,329,634 | +14.76% | | Non-current Trade payables and other payables | 0 | 776,794 | -100% | Debts and Loans Accruing Interest (as of June 30) | Category | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Debts and loans accruing interest | 195,312,526 | 264,737,442 | -26.22% | | Current Debts and loans accruing interest | 244,069,028 | 173,540,663 | +40.65% | | Total Debts and loans accruing interest | 439,381,554 | 438,278,105 | +0.25% | - Several project financing loans (IIC-IFC, KfW, IFC Vientos La Genoveva, Banco de Galicia y Buenos Aires Vientos La Genoveva II) have transitioned from LIBOR to SOFR due to LIBOR's suspension, with adjusted interest rates and fixed Credit Adjustment Spreads (CAS)[94](index=94&type=chunk)[105](index=105&type=chunk)[108](index=108&type=chunk)[118](index=118&type=chunk) - CPSA's corporate bonds program was extended until **October 29, 2030**, and its amount increased to **USD 1,000,000,000**. The company also acquired **2,552,027** of its own shares for **ARS 1,514,755 thousand** under a buyback program[130](index=130&type=chunk)[136](index=136&type=chunk) - The fair value measurement of financial assets primarily uses Level 1 inputs (quoted prices in active markets) for mutual funds, public debt securities, shares, and corporate bonds[153](index=153&type=chunk)[157](index=157&type=chunk) [Non-Financial Assets and Liabilities (Note 8)](index=31&type=section&id=Non-Financial%20Assets%20and%20Liabilities%20(Note%208)) Non-financial assets primarily include tax credits and down payments to suppliers, with non-current down payments increasing significantly. Non-financial liabilities consist mainly of VAT and turnover tax payables, with current VAT payable increasing substantially Other Non-Financial Assets (as of June 30) | Category | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Down payments to suppliers | 10,174,276 | 5,080 | +199,985% | | Current Down payments for the purchase of materials and spare parts | 21,192,139 | 27,829,011 | -23.99% | | Total Other non-financial assets | 50,511,306 | 41,789,207 | +20.87% | Other Non-Financial Liabilities (as of June 30) | Category | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current VAT payable | 21,922,524 | 27,254,268 | -19.56% | | Current VAT payable | 40,534,666 | 30,596,239 | +32.50% | | Total Other non-financial liabilities | 69,571,455 | 63,759,701 | +9.11% | Liabilities for Compensations and Benefits for Employees (as of June 30) | Category | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Employee long-term benefits | 9,791,836 | 8,826,994 | +10.93% | | Current Provision for bonuses payable | 8,753,842 | 16,812,339 | -47.93% | | Total Liabilities from compensations and benefits for employees | 40,076,180 | 47,813,648 | -16.20% | [Information on Related Entities (Note 10)](index=33&type=section&id=Information%20on%20Related%20Entities%20(Note%2010)) Transactions with related parties, including associated entities like Distribuidora de Gas Cuyana S.A. and various related entities, are unsecured and interest-free. The Group's shareholding in controlled companies saw minor changes, and a corporate reorganization is underway for CPSA to absorb its subsidiary CPR Transactions with Related Parties (6 months ended June 30) | Entity Type | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Total Income from related entities | 191,730 | 96,214 | +99.27% | | Total Expenses to related entities | 13,167,139 | 9,554,970 | +37.80% | | Total Accounts payable to related entities | 1,020,858 | 1,495,767 | -31.76% | - Balances with related parties are unsecured and interest-free, with no impairment of receivables recorded for amounts owed by related parties[172](index=172&type=chunk)[173](index=173&type=chunk) - CPSA is undergoing a corporate reorganization to absorb its subsidiary CPR, which is expected to dissolve without liquidation, pending CNV approval[176](index=176&type=chunk) [Contracts, Acquisitions and Agreements (Note 11)](index=35&type=section&id=Contracts,%20Acquisitions%20and%20Agreements%20(Note%2011)) The Group increased its equity interest in AbraSilver Resource Corp. to 9.9% and underwent a share swap offer and split-off of ECOGAS Group, resulting in a direct shareholding of 26.17% in Ecogas Inversiones S.A. and a pending split-off merger of Ecogas Group shareholding - Proener S.A.U. increased its shareholding in AbraSilver Resource Corp. to **9.9%** through an additional shares subscription agreement for **25,741,477 Canadian dollars**[177](index=177&type=chunk) - A share swap offer and split-off of ECOGAS Group resulted in the Group holding **26.17%** direct shareholding in Ecogas Inversiones S.A. and **17.20%** directly in DGCE as of January 17, 2025[180](index=180&type=chunk) - A corporate reorganization was approved for CPSA to split its shareholding in Ecogas Group, with the shares to be received directly by CPSA shareholders, pending CNV approval[181](index=181&type=chunk) [Comprehensive Tax Inflation Adjustment (Note 12)](index=36&type=section&id=Comprehensive%20Tax%20Inflation%20Adjustment%20(Note%2012)) The Group applies tax inflation adjustment for determining taxable net profits, as conditions for its applicability (IPC variation thresholds) have been met since December 31, 2019. This adjustment impacts current and deferred income tax - Tax inflation adjustment is applied for determining taxable net profits, as the accumulated IPC variation thresholds (e.g., **>100%** over 36 months, **>15%** for the third fiscal year) have been met since December 31, 2019[183](index=183&type=chunk)[184](index=184&type=chunk) [Measures on the Argentine Economy (Note 13)](index=37&type=section&id=Measures%20on%20the%20Argentine%20Economy%20(Note%2013)) Argentina's new government, taking office in December 2023, implemented measures aimed at fiscal balance, subsidy reduction, and economic flexibilization, including a significant peso devaluation. The 'Bases Act' (Law No. 27742) modifies energy sector regulations to promote private initiatives and market competition. Foreign exchange market restrictions have been loosened, and corporate income tax rates were adjusted based on a staggered structure - The Argentine government implemented measures for fiscal balance, leading to a primary financial surplus and inflation slowdown, following a significant peso devaluation in December 2023[186](index=186&type=chunk)[187](index=187&type=chunk) - The 'Bases Act' (Law No. 27742) modifies energy sector laws to reduce government intervention, promote free trade, and consolidate the federal energy regime, including combining gas and electricity regulating entities[189](index=189&type=chunk)[190](index=190&type=chunk)[192](index=192&type=chunk) - Foreign exchange market regulations were loosened on **April 11, 2025**, establishing a floating exchange rate band, eliminating certain export income liquidation mechanisms, removing individual purchase limits for USD, and authorizing dividend distribution to foreign shareholders for fiscal years commencing 2025[194](index=194&type=chunk)[195](index=195&type=chunk) - Corporate income tax rates for fiscal year 2025 are staggered: **25%** up to **ARS 101.7 million** taxable net profit, **30%** up to **ARS 1,016.8 million**, and **35%** on the exceeding amount[196](index=196&type=chunk) [Restrictions on Profit Distributions (Note 14)](index=39&type=section&id=Restrictions%20on%20Profit%20Distributions%20(Note%2014)) Profit distributions are subject to statutory reserve requirements (5% of profits until 20% of share capital is reached), a 7% dividend tax for natural persons and foreign legal entities, and specific requirements outlined in certain loan agreements - **5%** of annual profits must be assigned to the statutory reserve until it reaches **20%** of the Company's share capital[198](index=198&type=chunk) - Dividends distributed to natural persons and foreign legal entities are subject to a **7%** withholding tax for fiscal years closed after December 31, 2017[198](index=198&type=chunk) - Certain loan agreements (Notes 7.3.1, 7.3.3, 7.3.4, and 7.3.8) impose additional requirements for dividend distribution[199](index=199&type=chunk) [Collaterals Granted (Note 15)](index=39&type=section&id=Collaterals%20Granted%20(Note%2015)) Central Puerto S.A. has granted various collaterals, including a surety bond for the Piedra del Águila hydroelectric power station concession extension, pledges on shares of TSM and TMB for FONINVEMEM trusts, and T-BILLs for specific loan agreements - CPSA submitted a **USD 4,500,000** surety bond for the extension of the Piedra del Águila hydroelectric power station concession agreement[200](index=200&type=chunk) - The Group pledged **100%** of shares in TSM and TMB as collateral for obligations related to FONINVEMEM trusts[201](index=201&type=chunk) - T-BILLs have been granted as compliance collaterals for agreements described in Notes 7.3.10 and 7.3.11[202](index=202&type=chunk) [Subsequent Events (Note 16)](index=39&type=section&id=Subsequent%20Events%20(Note%2016)) There are no other events or operations between the closing date of the fiscal year and the issuance date of these financial statements that could significantly affect those financial statements - No significant subsequent events occurred between the fiscal year closing date and the financial statements issuance date[203](index=203&type=chunk) Exhibits to the Consolidated Financial Statements This section provides detailed exhibits on Central Puerto S.A.'s property, intangible assets, provisions, cost of sales, foreign currency, and operating expenses [Property, Plant and Equipment (Exhibit A)](index=40&type=section&id=Property,%20Plant%20and%20Equipment%20(Exhibit%20A)) As of June 30, 2025, the net result of property, plant, and equipment increased to ARS 1,914,446,540 thousand from ARS 1,862,119,226 thousand at December 31, 2024, primarily due to additions in machines, equipment, and ongoing works, partially offset by depreciation Property, Plant and Equipment (as of June 30, 2025 vs. Dec 31, 2024) | Category | Acquisition Cost (June 30, 2025, ARS Thousands) | Net Result (June 30, 2025, ARS Thousands) | Net Result (Dec 31, 2024, ARS Thousands) | | :--- | :--- | :--- | :--- | | Lands and buildings | 491,469,361 | 404,695,968 | 413,373,263 | | Machines, equipment, turbo generators and auxiliary equipment | 2,281,596,288 | 951,219,556 | 947,232,740 | | Wind turbines | 533,095,145 | 377,427,781 | 390,848,223 | | Ongoing works | 397,876,618 | 397,878,618 | 324,154,090 | | Total Property, Plant and Equipment | 3,868,470,877 | 1,914,446,540 | 1,862,119,226 | - Additions to property, plant, and equipment for the six-month period ended June 30, 2025, amounted to **ARS 113,419,518 thousand**, with significant contributions from machines, equipment, and ongoing works[205](index=205&type=chunk) [Intangible Assets (Exhibit B)](index=41&type=section&id=Intangible%20Assets%20(Exhibit%20B)) Intangible assets, primarily concession rights for electric energy generation and supply agreements, showed a slight decrease in net result to ARS 34,365,531 thousand as of June 30, 2025, from ARS 35,353,384 thousand at December 31, 2024, due to amortizations Intangible Assets (as of June 30, 2025 vs. Dec 31, 2024) | Category | Acquisition Cost (June 30, 2025, ARS Thousands) | Net Result (June 30, 2025, ARS Thousands) | Net Result (Dec 31, 2024, ARS Thousands) | | :--- | :--- | :--- | :--- | | Concession right for electric energy generation in the Piedra del Aguila Complex | 379,913,464 | 220,000 | 440,000 | | Supply agreements turbo gas and turbo steam of Brigadier Lopez Power Station | 31,038,842 | 20,071,399 | 20,858,202 | | Total Intangible Assets | 601,357,214 | 34,365,531 | 35,353,384 | - Amortization of intangible assets for the six-month period ended June 30, 2025, amounted to **ARS 987,853 thousand**[209](index=209&type=chunk) [Provisions Deducted from Assets and Included in Liabilities (Exhibit E)](index=42&type=section&id=Provisions%20Deducted%20from%20Assets%20and%20Included%20in%20Liabilities%20(Exhibit%20E)) Provisions for assets, mainly inventories and trade receivables, remained relatively stable. Current provisions for liabilities, specifically for trials and claims, slightly decreased to ARS 3,360,774 thousand as of June 30, 2025, from ARS 3,384,131 thousand at December 31, 2024 Provisions (as of June 30, 2025 vs. Dec 31, 2024) | Category | At Closing (June 30, 2025, ARS Thousands) | At Closing (Dec 31, 2024, ARS Thousands) | | :--- | :--- | :--- | | ASSETS - Inventories | 11,786,849 | 11,786,849 | | ASSETS - Provision for the impairment of trade receivables | 183,191 | 103,247 | | LIABILITIES - Provisions for trials and claims | 3,360,774 | 3,384,131 | - Increases in provisions for the impairment of trade receivables amounted to **ARS 95,502 thousand** for the six-month period ended June 30, 2025[211](index=211&type=chunk) [Cost of Sales (Exhibit F)](index=43&type=section&id=Cost%20of%20Sales%20(Exhibit%20F)) Total cost of sales increased by 11.69% for the six-month period ended June 30, 2025, compared to the same period in 2024. This was primarily driven by higher purchases and operating expenses, partially offset by a decrease in forestry growth and revaluation of biological assets Cost of Sales (6 months ended June 30) | Component | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Purchases | 83,700,085 | 49,777,675 | +68.16% | | Operating expenses | 193,774,397 | 197,417,281 | -1.84% | | Forestry production expenses | 5,683,428 | 5,923,631 | -4.06% | | Forestry growth and revaluation of biological assets | 11,272,453 | 21,515,844 | -47.61% | | Total cost of sales | 281,011,999 | 251,602,823 | +11.69% | [Financial Assets and Liabilities in Foreign Currency (Exhibit G)](index=44&type=section&id=Financial%20Assets%20and%20Liabilities%20in%20Foreign%20Currency%20(Exhibit%20G)) The Group's financial assets in foreign currency decreased, while current liabilities in foreign currency, particularly debts and loans accruing interest, increased significantly as of June 30, 2025, compared to December 31, 2024. The majority of foreign currency exposure is in USD Financial Assets and Liabilities in Foreign Currency (as of June 30, 2025 vs. Dec 31, 2024) | Category | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current assets (USD) | 128,636,827 | 172,639,781 | -25.50% | | Current assets (USD & EUR) | 393,333,151 | 316,494,198 | +24.29% | | Non-current liabilities (USD) | 210,209,840 | 332,050,830 | -36.69% | | Current liabilities (USD, EUR, SEK) | 336,068,637 | 177,769,996 | +89.05% | - The effective exchange rate for USD was **ARS 1,194-1,196** for assets and **ARS 1,205** for liabilities as of June 30, 2025[215](index=215&type=chunk)[216](index=216&type=chunk) [Operating Expenses and Forestry Production Expenses (Exhibit H)](index=45&type=section&id=Operating%20Expenses%20and%20Forestry%20Production%20Expenses%20(Exhibit%20H)) Total operating expenses and forestry production expenses for the six-month period ended June 30, 2025, remained relatively stable compared to 2024. Key expense categories include compensations to employees, depreciation, and services fees Operating Expenses and Forestry Production Expenses (6 months ended June 30) | Expense Category | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Expenses for compensations to employees | 65,775,417 | 67,705,165 | -2.85% | | Depreciation of property, plant and equipment | 59,945,714 | 66,857,878 | -10.34% | | Services fees and retributions | 33,429,475 | 25,318,957 | +32.04% | | Maintenance expenses | 33,619,436 | 27,888,440 | +20.55% | | Total Operating Expenses and Forestry Production Expenses | 240,524,623 | 241,558,902 | -0.43% | Individual Financial Statements This section presents Central Puerto S.A.'s individual income, balance sheet, cash flows, accounting basis, and investments in subsidiaries [Individual Statement of Income and Comprehensive Income](index=47&type=section&id=INDIVIDUAL%20STATEMENT%20OF%20INCOME%20AND%20COMPREHENSIVE%20INCOME) Central Puerto S.A.'s individual net profit for the six-month period ended June 30, 2025, significantly increased by 264.5% year-over-year, reaching ARS 173,362,731 thousand. This was primarily driven by a substantial increase in interest in the net income of associates and subsidiaries, despite a negative impact from exposure to changes in currency purchasing power Individual Statement of Income Highlights (6 months ended June 30) | Metric | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Income from ordinary operations | 301,704,430 | 268,003,695 | +12.57% | | Gross income | 112,797,245 | 108,052,873 | +4.39% | | Operating income | 106,366,505 | 109,659,843 | -2.99% | | Interest in the net income (loss) of associates and subsidiaries | 137,140,304 | 74,738,762 | +83.50% | | Income (loss) before income tax | 208,292,616 | 26,596,062 | +683.17% | | Net profit for the period | 173,362,731 | 47,557,161 | +264.55% | | Basic and diluted profit per share (ARS) | 115.37 | 22.70 | +408.24% | [Individual Balance Sheet](index=48&type=section&id=INDIVIDUAL%20BALANCE%20SHEET) As of June 30, 2025, Central Puerto S.A.'s individual total assets increased by 9.0% compared to December 31, 2024, primarily driven by growth in non-current assets, especially investments in subsidiaries. Total liabilities also increased by 15.3% Individual Balance Sheet Highlights (as of June 30, 2025 vs. Dec 31, 2024) | Metric | June 30, 2025 (ARS Thousands) | December 31, 2024 (ARS Thousands) | Change | | :--- | :--- | :--- | :--- | | Total assets | 2,673,693,030 | 2,453,442,862 | +9.00% | | Non-current assets | 2,384,252,346 | 2,190,889,484 | +8.82% | | Investment in subsidiaries | 1,093,556,885 | 961,695,020 | +13.71% | | Total equity | 2,233,802,381 | 2,071,803,457 | +7.82% | | Total liabilities | 439,890,649 | 381,639,405 | +15.26% | [Individual Statement of Cash Flows](index=49&type=section&id=INDIVIDUAL%20STATEMENT%20OF%20CASH%20FLOWS) For the six-month period ended June 30, 2025, net cash flow from individual operating activities increased by 142.0% year-over-year. However, net cash flow used in investment activities increased substantially, while financing activities shifted from a net use to a net inflow Individual Statement of Cash Flows Highlights (6 months ended June 30) | Cash Flow Activity | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash flow from operating activities | 112,135,504 | 46,335,783 | +142.00% | | Net cash flow used in investment activities | (136,653,757) | (7,579,862) | +1703.00% | | Net cash flow from (used in) financing activities | 24,677,352 | (40,174,371) | N/A | | Net increase (decrease) in cash and short-term placements | 159,099 | (1,418,450) | N/A | | Cash and equivalents as of June 30 | 386,289 | 198,433 | +94.67% | - The significant increase in cash used in investment activities is mainly due to higher acquisition of property, plant and equipment, and inventory (**ARS 100,820,629 thousand** in 2025 vs. **ARS 51,399,849 thousand** in 2024) and contributions to subsidiaries[224](index=224&type=chunk) [Presentation Basis of the Individual Financial Statements (Note 1)](index=50&type=section&id=Presentation%20Basis%20of%20the%20Individual%20Financial%20Statements%20(Note%201)) The individual financial statements are prepared in accordance with IFRS, as adopted by CNV and FACPCE, and apply the same presentation basis, accounting policies, judgments, estimates, and assumptions as the consolidated financial statements - Individual financial statements are prepared under IFRS, as per CNV Regulations and FACPCE Technical Resolution No. 26[226](index=226&type=chunk) - The presentation basis, accounting policies, estimates, and assumptions are consistent with those used for the consolidated financial statements[227](index=227&type=chunk) [Interest in Subsidiaries (Exhibit C)](index=51&type=section&id=Interest%20in%20Subsidiaries%20(Exhibit%20C)) The Group holds 100% direct and indirect interest in several key subsidiaries, including CP Renovables S.A., Proener S.A.U., Vientos La Genoveva S.A.U., Vientos La Genoveva II S.A.U., and Puerto Energia S.A.U. The total value recorded for investments in subsidiaries increased to ARS 1,093,556,885 thousand as of June 30, 2025, from ARS 961,695,020 thousand at December 31, 2024 Investment in Subsidiaries (as of June 30, 2025 vs. Dec 31, 2024) | Subsidiary | % of Direct and Indirect Interest | Value Recorded (June 30, 2025, ARS Thousands) | Value Recorded (Dec 31, 2024, ARS Thousands) | | :--- | :--- | :--- | :--- | | Central Vuelta de Obligado S.A. | 55.89% | 2,275,809 | 2,057,577 | | CP Renovables S.A. | 100.00% | 240,483,705 | 183,805,814 | | Proener S.A.U. | 100.00% | 608,523,469 | 642,176,764 | | Vientos La Genoveva S.A.U. | 100.00% | 69,831,716 | 67,559,738 | | Vientos La Genoveva II S.A.U. | 100.00% | 81,826,039 | 65,256,698 | | Puerto Energia S.A.U. | 100.00% | 616,147 | 238,431 | | Total Investment in Subsidiaries | | 1,093,556,885 | 961,695,020 | Brief for the Fiscal Years Ended June 30, 2025, 2024, 2023, 2022 and 2021 This section offers a comparative brief of Central Puerto S.A.'s financial performance, cash flows, statistical data, financial indexes, and future perspectives [General Comments (Section 1)](index=52&type=section&id=General%20Comments%20(Section%201)) Central Puerto S.A. reported a net income before tax of ARS 203,932 million for the first half of 2025, a significant increase from ARS 117,755 million in 2024. This growth was driven by higher spot market sales, increased positive income from associates and fair value investments, and lower loan interest, partially offset by reduced operating income from exchange differences and client interest, and higher negative income from currency purchasing power changes - Operating income for the first six months of 2025 was **ARS 160,648 million**, a decrease from **ARS 177,745 million** in 2024, mainly due to lower operating income from net exchange differences and client interest (CVO receivables), and lower forestry income[231](index=231&type=chunk)[232](index=232&type=chunk) - Net income before income tax for H1 2025 was **ARS 203,932 million**, up from **ARS 117,755 million** in H1 2024, primarily due to higher positive income from associates and fair value investments, and lower financial costs[233](index=233&type=chunk)[234](index=234&type=chunk) - Net income per share for H1 2025 was **ARS 115.37**, a substantial increase from **ARS 22.70** per share in H1 2024[236](index=236&type=chunk) [Summary of the Accounting Information (Section 2)](index=53&type=section&id=Summary%20of%20the%20Accounting%20Information%20(Section%202)) The accounting information, presented in constant purchasing power currency, shows a 1.4% increase in total assets and a 4.8% decrease in total liabilities for Central Puerto S.A. as of June 30, 2025, compared to June 30, 2024. Net income for the period significantly increased by 218.8% Comparative Equity Structure (as of June 30) | Metric | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Total assets | 3,198,559,995 | 3,154,395,923 | +1.40% | | Total liabilities | 910,907,437 | 956,714,270 | -4.89% | | Equity | 2,287,652,558 | 2,197,681,653 | +4.09% | Comparative Income (Loss) Structure (6 months ended June 30) | Metric | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Income from ordinary operations | 437,886,905 | 426,707,751 | +2.62% | | Operating income | 160,648,125 | 177,744,817 | -9.62% | | Income before income tax | 203,931,771 | 117,755,340 | +73.19% | | Net income (loss) for the period | 176,188,752 | 55,271,477 | +218.79% | [Comparative Cash Flow Structure (Section 3)](index=55&type=section&id=Comparative%20Cash%20Flow%20Structure%20(Section%203)) Net cash flows from operating activities increased significantly by 78.4% for the six-month period ended June 30, 2025, while net cash used in investment activities saw a substantial increase. Net cash used in financing activities decreased by 73.9% Comparative Cash Flow Structure (6 months ended June 30) | Cash Flow Activity | June 30, 2025 (ARS Thousands) | June 30, 2024 (ARS Thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash flows from operating activities | 146,494,756 | 82,125,216 | +78.38% | | Net cash flows used in investment activities | (122,270,255) | (15,561,670) | +685.72% | | Net cash flows used in financing activities | (21,899,557) | (84,012,754) | -73.93% | | Cash and short-term placements as of June 30 | 6,389,128 | 6,798,833 | -5.99% | [Comparative Statistical Data (Section 4)](index=55&type=section&id=Comparative%20Statistical%20Data%20(Section%204)) For the six-month period ended June 30, 2025, the volume of sales decreased by 3.8% year-over-year, while net production also saw a 4.1% decrease Comparative Statistical Data (6 months ended June 30) | Metric | Unit | June 30, 2025 | June 30, 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | :--- | | Volume of sales | GWH | 10,171 | 10,578 | -3.85% | | Volume of purchases | GWH | 67 | 42 | +59.52% | | Net production | GWH | 10,104 | 10,536 | -4.10% | [Financial Indexes (Section 5)](index=55&type=section&id=Financial%20Indexes%20(Section%205)) As of June 30, 2025, Central Puerto S.A.'s creditworthiness improved, with the Equity/Total liabilities ratio increasing to 2.51 from 2.30 in 2024. The indebtedness ratio decreased, and profitability increased Financial Indexes (as of June 30) | Index | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Current ratio (Current asset / Current liability) | 1.31 | 2.13 | -38.49% | | Creditworthiness (Equity / Total liabilities) | 2.51 | 2.30 | +9.13% | | Indebtedness (Total liabilities / Equity) | 0.40 | 0.44 | -9.09% | | Restricted capital (Non-current assets/ Total assets) | 0.80 | 0.82 | -2.44% | | Profitability (Income (loss) / Average equity) | 0.08 | 0.03 | +166.67% | [Perspectives for the Current Period (Section 6)](index=56&type=section&id=Perspectives%20for%20the%20Current%20Period%20(Section%206)) Central Puerto S.A. plans to focus on improving efficiency in generation unit management and resource administration. The company is expanding its electric power generation capacity with new projects, including the San Carlos solar farm (10 MW) and the closing of the combined cycle of the Brigadier Lopez thermal power station (additional 140 MW), both expected to start operation in 2025 - The Company's future focus is on improving efficiency in generation unit management and resource administration[246](index=246&type=chunk) - New projects include the construction of Parque Solar San Carlos (**10 MW**) and the closing of the combined cycle of the Brigadier Lopez thermal power station (additional **140 MW**), both expected to commence operation during 2025[247](index=247&type=chunk) - The Company aims to continue expanding its electric power generation capacity and forestry production, reinforcing its position as a leading company in these sectors[248](index=248&type=chunk) Auditor's Reports and Statutory Audit Committee's Report This section includes independent auditor's reports on consolidated and individual financial statements, the Statutory Audit Committee's report, and Professional Council Certification [Report on the Review of the Interim Condensed Consolidated Financial Statements](index=57&type=section&id=Report%20on%20the%20Review%20of%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) Pistrelli, Henry Martin y Asociados S.A. (Ernst & Young Global Limited) reviewed Central Puerto S.A.'s interim condensed consolidated financial statements for the six-month period ended June 30, 2025, in accordance with IAS 34 and ISRE 2410. The review found no significant misstatements, concluding that the statements are prepared in all significant aspects according to IAS 34 and relevant regulations - The review was conducted by Pistrelli, Henry Martin y Asociados S.A. (Pablo Decundo, Partner) as per International Standard on Review Engagements 2410 (ISRE 2410)[251](index=251&type=chunk)[258](index=258&type=chunk) - The auditor concluded that nothing came to their attention indicating the consolidated financial statements are not prepared, in all significant aspects, in accordance with IAS 34[253](index=253&type=chunk) - The accrued debt regarding contributions to the Argentine Social Security System as of June 30, 2025, amounts to **ARS 1,060,385,742**, which is non-enforceable as of this date[258](index=258&type=chunk) [Report on the Review of the Interim Condensed Individual Financial Statements](index=60&type=section&id=Report%20on%20the%20Review%20of%20the%20Interim%20Condensed%20Individual%20Financial%20Statements) Pistrelli, Henry Martin y Asociados S.A. also reviewed Central Puerto S.A.'s interim condensed individual financial statements for the six-month period ended June 30, 2025, under IAS 34 and ISRE 2410. The review found no significant issues, affirming compliance with IAS 34 and legal regulations - The review of individual financial statements was performed by Pistrelli, Henry Martin y Asociados S.A. (Pablo Decundo, Partner) in accordance with ISRE 2410[259](index=259&type=chunk)[261](index=261&type=chunk)[265](index=265&type=chunk) - The auditor found no indication that the individual financial statements are not prepared, in all significant aspects, in accordance with IAS 34[262](index=262&type=chunk) - The accrued debt regarding contributions to the Argentine Social Security System as of June 30, 2025, amounts to **ARS 1,060,385,742**, non-enforceable as of this date[265](index=265&type=chunk) [Statutory Audit Committee's Report](index=63&type=section&id=Statutory%20Audit%20Committee's%20Report) The Statutory Audit Committee examined Central Puerto S.A.'s individual and consolidated financial statements, verifying consistency with corporate decisions and legal compliance. Based on their work and the independent auditor's reports, they found no observations regarding the preparation of the interim financial statements in accordance with the Business Entities Act, CNV, and IAS 34 - The Statutory Audit Committee's work focused on verifying consistency between financial statements and corporate decisions, and compliance with legal and bylaws requirements[268](index=268&type=chunk) - The Committee relied on the independent auditor's reports and found no significant issues, concluding that the interim financial statements comply with the Business Entities Act, CNV, and IAS 34[268](index=268&type=chunk)[269](index=269&type=chunk) [Professional Council Certification](index=65&type=section&id=Professional%20Council%20Certification) The Professional Council of Economic Sciences of the City of Buenos Aires certified the professional work of Pablo Gabriel Decundo, Public Accountant, for the interim consolidated financial statements of Central Puerto S.A. for the period ended June 30, 2025, confirming license validity and formal controls - The Professional Council certified the professional work of Pablo Gabriel Decundo for the interim consolidated financial statements of Central Puerto S.A. as of August 7, 2025[273](index=273&type=chunk) - The certification confirms the validity of the license and formal controls, but does not imply a technical judgment on the professional work[273](index=273&type=chunk)[275](index=275&type=chunk) [Signatures](index=67&type=section&id=Signatures) The report is duly signed on behalf of Central Puerto S.A. by Leonardo Marinaro, Attorney-in-Fact, on August 14, 2025, in compliance with the Securities Exchange Act of 1934 - The report was signed by Leonardo Marinaro, Attorney-in-Fact for Central Puerto S.A., on August 14, 2025[279](index=279&type=chunk)
Central Puerto Announces Reporting Date for Second Quarter 2025 Results and Conference Call
Newsfile· 2025-08-06 13:04
Core Viewpoint - Central Puerto S.A., one of the largest private power generation companies in Argentina, announced the release date for its second quarter 2025 financial results, which will be on August 11, 2025 [2]. Group 1 - The financial results for the second quarter ended June 30, 2025, will be released on Monday, August 11, 2025 [2]. - The company's management will host a conference call and webcast to discuss the results on the same day at 12:00 p.m. Eastern Time [2][3]. - A live webcast link will be available in the "Investors" section of the company's website, and a replay will be accessible shortly after the event [3].
Central Puerto: Solid Fundamentals And Limited Room For Growth
Seeking Alpha· 2025-06-26 17:50
Group 1 - Central Puerto (NYSE: CEPU) has undergone a significant phase of strategic consolidation since March, characterized by an internal transformation and a macroeconomic and regulatory environment that is aligning with market logic [1] Group 2 - The article reflects the author's personal opinions and does not constitute financial advice, emphasizing the importance of individual analysis in investment decisions [2][3][4]
Central Puerto Positioned For Growth Amid Volatility
Seeking Alpha· 2025-05-27 08:58
Core Insights - The article discusses the author's background as a sell-side stock analyst focused on value investing, emphasizing the identification of undervalued companies with sustainable competitive advantages [1] - The author highlights a significant increase in their IRA, which grew by 33.15% from May 27, 2022, to May 25, 2025, indicating a successful investment strategy [1] Group 1 - The author has a strong academic background with a BSBA and MS in Mathematics from Shawnee State University [1] - The focus of the analysis is on companies across various sectors that are undervalued [1] - The author expresses a desire to share investment ideas and insights with others in the investment community [1] Group 2 - There is a disclosure stating that the author does not hold any stock or derivative positions in the companies mentioned but may initiate a long position in CEPU within the next 72 hours [2] - The article is presented as the author's own opinions without any compensation from the companies discussed [2] - The author has no business relationships with any of the companies mentioned in the article [2]
Central Puerto(CEPU) - 2025 Q1 - Quarterly Report
2025-05-15 17:37
```markdown [SUMMARY](index=6&type=section&id=SUMMARY) Overview of the ECOGAS-CEPU split-off merger, detailing its structure, key dates, share capital, approvals, swap ratio, and tax effects [The Split-Off Merger](index=6&type=section&id=The%20Split-Off%20Merger) Details the ECOGAS-CEPU split-off merger, where ECOGAS absorbs CEPU's gas business equity and cash, requiring shareholder and CNV approval - The reorganization is a Split-Off Merger, with ECOGAS as the absorbing company and CEPU splitting off its Divided CEPU Equity[26](index=26&type=chunk) - Divided CEPU Equity includes CEPU's shareholding in Distribuidora de Gas del Centro S.A. (DGCE), Energía Sudamericana S.A. (ENSUD), and ECOGAS, plus **$305,000,000** in cash[2](index=2&type=chunk) - The purpose is for CEPU to split its gas business shareholding, allowing CEPU shareholders to directly hold interests in ECOGAS, ENSUD, and DGCE through ECOGAS[4](index=4&type=chunk) [Companies Share Capital as of December 31, 2024](index=7&type=section&id=Companies%20Share%20Capital%20as%20of%20December%2031%2C%202024) Presents the share capital structure of CEPU and ECOGAS as of December 31, 2024, including shares, face value, and voting rights CEPU Share Capital (as of Dec 31, 2024) | Item | Amount | | :--- | :--- | | Share Capital | $1,514,022,256 | | Shares | 1,514,022,256 book-entry shares | | Face Value | $1 each | | Voting Rights | One vote per share | ECOGAS Share Capital (as of Dec 31, 2024) | Item | Amount | | :--- | :--- | | Share Capital | $229,230,580 | | Shares | 22,923,058 book-entry shares | | Face Value | $10 each | | Voting Rights | Class A and D: one vote; Class B and C: five votes | | Potential Change | 229,230,580 shares with $1 face value (if approved) | [Corporate Authorizations](index=7&type=section&id=Corporate%20Authorizations) Boards of ECOGAS and CEPU approved the reorganization on March 31, 2025, pending shareholder meetings on May 22, 2025, and CNV approval - Boards of Directors of both companies approved the reorganization on March 31, 2025[27](index=27&type=chunk) - Shareholders' Meetings for approval are scheduled for May 22, 2025[27](index=27&type=chunk) - Administrative authorization from the Argentine Securities Commission (CNV) is pending[8](index=8&type=chunk)[15](index=15&type=chunk) [Swap Ratio](index=8&type=section&id=Swap%20Ratio) Outlines the Swap Ratio for CEPU shareholders to receive ECOGAS Class D shares, with adjustments for face value changes and cash payments for fractions Swap Ratio Details | Scenario | Swap Ratio (ECOGAS Class D:CEPU) | New ECOGAS Shares Issued | | :------- | :------------------------------- | :----------------------- | | Initial | 1:186.694 | 8,097,326 | | If ECOGAS face value changes to $1 | 1:18.6694 | 80,973,264 | - Any fractions or decimals of shares resulting from the swap will be paid in cash by ECOGAS within **60** calendar days from the Corporate Reorganization Effective Date[11](index=11&type=chunk)[28](index=28&type=chunk) - The creation of an ECOGAS American Depositary Receipt (ADR) program with the New Shares as underlying securities is currently under negotiation[28](index=28&type=chunk) [Fairness Opinions](index=9&type=section&id=Fairness%20Opinions) VALO and INFUPA provided independent fairness opinions on DGCE, ENSUD, and ECOGAS valuations, which informed the Swap Ratio determination - VALO (for ECOGAS) and INFUPA (for CEPU) issued independent fairness opinions[29](index=29&type=chunk) - The opinions provided an economic and financial viewpoint on the estimated value range of DGCE, ENSUD, and ECOGAS, and the resulting Swap Ratio[29](index=29&type=chunk) [Compliance Report on the Swap Ratio](index=9&type=section&id=Compliance%20Report%20on%20the%20Swap%20Ratio) EY issued a compliance report on the Swap Ratio, reviewing its terms and conditions against the ECOGAS-CEPU Consolidated Split-Off Merger Balance Sheet - Pistrelli, Henry Martin y Asociados S.A. ('EY') issued a compliance report on the Swap Ratio[29](index=29&type=chunk) - The report focused on the terms and conditions of the proposed Swap Ratio regarding the ECOGAS-CEPU Consolidated Split-Off Merger Balance Sheet[29](index=29&type=chunk) [Companies' Supervisory Committee Opinion](index=9&type=section&id=Companies%27%20Supervisory%20Committee%20Opinion) CEPU and ECOGAS Supervisory Committees reviewed Fairness Opinions and EY Compliance Report, raising no objections to the reorganization terms - Supervisory Committees of CEPU and ECOGAS reviewed Fairness Opinions and the Compliance Report[29](index=29&type=chunk) - They stated no objections to the terms and conditions of the Corporate Reorganization[29](index=29&type=chunk) [Appraisal Right](index=9&type=section&id=Appraisal%20Right) Appraisal rights do not apply to this Split-Off Merger between two public listed companies under Argentine law (LGS) Section 245 - The appraisal right does not apply as per Section **245** of LGS[29](index=29&type=chunk) - This is due to the Split-Off Merger being between two public listed companies under LGS[29](index=29&type=chunk) [Issuance of Shares](index=9&type=section&id=Issuance%20of%20Shares) New ECOGAS share issuance to CEPU shareholders will be published post-approval, with book-entry shares maintained by Caja de Valores S.A - Information on the issuance of New Shares to CEPU shareholders will be published in the BCBA Daily Gazette after competent entity approvals[29](index=29&type=chunk) - The New Shares shall be book-entry shares, with Caja de Valores S.A. keeping their record[29](index=29&type=chunk) [Stipulated Date of the Companies' Special Shareholders' Meeting for the Approval of the Split-Off Merger](index=9&type=section&id=Stipulated%20Date%20of%20the%20Companies%27%20Special%20Shareholders%27%20Meeting%20for%20the%20Approval%20of%20the%20Split-Off%20Merger) Special Shareholders' Meetings for CEPU and ECOGAS to approve the Split-Off Merger are scheduled for May 22, 2025 - The Special Shareholders' Meetings of the Companies have been called for May 22, 2025[29](index=29&type=chunk) [Securities Public Offer Regime and Listing and/or Trading of Shares](index=10&type=section&id=Securities%20Public%20Offer%20Regime%20and%20Listing%20and%2For%20Trading%20of%20Shares) ECOGAS and CEPU are CNV-authorized and BYMA-listed; post-merger, ECOGAS remains public, requiring new share listing authorization - CEPU is authorized as an issuing company by the CNV, with shares listed on BYMA[30](index=30&type=chunk) - ECOGAS is authorized as an issuing company by the CNV, with shares listed on BYMA[33](index=33&type=chunk) - After the Split-Off Merger, ECOGAS will remain within the public offer regime and listing of its shares, and will require public offering and listing authorization for the New Shares[31](index=31&type=chunk) [Bylaws of the Continuing Company](index=10&type=section&id=Bylaws%20of%20the%20Continuing%20Company) ECOGAS's Bylaws will be amended due to the Corporate Reorganization, with a draft in Exhibit F pending shareholder approval - The Bylaws of ECOGAS shall be amended due to the Corporate Reorganization; a draft is included in Exhibit F[32](index=32&type=chunk) - Share capital provisions will not be amended as ECOGAS remains a public offer regime entity, but other sections will be updated to reflect changes related to the sole Class A shareholder[32](index=32&type=chunk) [Split-Off Merger Effective Date](index=10&type=section&id=Split-Off%20Merger%20Effective%20Date) The Corporate Reorganization's effective date is contingent on CNV approval timing, impacting legal, accounting, tax, and operational aspects - The Corporate Reorganization will be effective at **12 a.m.** on the first calendar day of the month following CNV administrative approvals if obtained by the **15th** of that month[33](index=33&type=chunk) - If CNV administrative approvals are obtained after the **15th**, the effective date will be **12 a.m.** on the first calendar day of the second month following approval[33](index=33&type=chunk) - The Boards of Directors may, by mutual agreement, bring forward or postpone the Corporate Reorganization Effective Date[33](index=33&type=chunk) [Tax Issues](index=11&type=section&id=Tax%20Issues) The Corporate Reorganization aims for tax-neutrality under Argentine tax laws (LIG and DRLIG), excluding income and other taxes if requirements are met - The Corporate Reorganization shall be conducted within the framework for reorganizations established by Sections **80** and related sections of LIG and Section **172** of DRLIG[34](index=34&type=chunk) - If requirements are met, the Split-Off Merger shall be excluded from income tax and other Argentine taxes[34](index=34&type=chunk) [Creditors' Right to Object](index=11&type=section&id=Creditors%27%20Right%20to%20Object) CEPU and ECOGAS creditors may object within 15 days, but the merger proceeds, with a 20-day delay for judicial attachment - CEPU and ECOGAS creditors may exercise their right to object as stated in Section **88** of LGS[34](index=34&type=chunk) - The right to object must be exercised within **15** days from the last publication of the Corporate Reorganization legal notice[34](index=34&type=chunk) - Objections shall not prevent the Split-Off Merger, but the Final Agreement shall not be granted for **20** days after the objection term to allow judicial attachment for objecting parties[34](index=34&type=chunk) [Administrative Approvals](index=11&type=section&id=Administrative%20Approvals) The Corporate Reorganization and new share public offering are subject to CNV administrative approval - The Corporate Reorganization is subject to administrative approval by CNV, as is the public offering of the New Shares[34](index=34&type=chunk) [BRIEF DESCRIPTION OF THE COMPANIES](index=12&type=section&id=BRIEF%20DESCRIPTION%20OF%20THE%20COMPANIES) Overview of CEPU and ECOGAS, detailing corporate information, business activities, assets, subsidiaries, governance, and economic group structure post-merger [CENTRAL PUERTO S.A.](index=12&type=section&id=CENTRAL%20PUERTO%20S.A.) CEPU is an Argentine electrical energy generator with thermal, hydro, and renewable assets, also investing in gas distribution, forestry, and mining [Corporate information](index=12&type=page&id=Corporate%20information%20%28CEPU%29) - CEPU (Tax ID No. **33-65030549-9**) is incorporated under Argentine laws, with legal domicile at Tomas Edison **2701**, City of Buenos Aires[36](index=36&type=chunk) - Registered with the Business Entities Registry for the City of Buenos Aires on March **13**, **1992**[36](index=36&type=chunk) [Brief Background](index=12&type=page&id=Brief%20Background%20%28CEPU%29) - CEPU was created by Decree No. **122/92** as part of the privatization of electrical power generation[37](index=37&type=chunk) - The Group owns thermal power stations (Puerto Nuevo, Nuevo Puerto, Luján de Cuyo, Brigadier López, Terminal **6** - San Lorenzo, Costanera) and the hydroelectric complex Piedra del Águila[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - CEPU Group is involved in natural gas distribution (through ECOGAS Group), forestry (Proener S.A.U.), and mining (Diablillos silver/gold, Tres Cruces lithium projects)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) [Subsidiaries](index=13&type=page&id=Subsidiaries%20%28CEPU%29) - Central Vuelta de Obligado S.A. (CVOSA): CEPU holds **55.89%** of voting rights[47](index=47&type=chunk) - Proener S.A.U.: **100%** controlled by CEPU, involved in energy and forestry investments, controlling several forestry companies[50](index=50&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) - CP Renovables S.A.: **100%** controlled by CEPU, develops renewable energy projects, and is undergoing a merger by absorption with CEPU[51](index=51&type=chunk)[52](index=52&type=chunk) [Affiliates](index=16&type=page&id=Affiliates%20%28CEPU%29) - CEPU Group's shareholding in Termoeléctrica José de San Martín S.A. (TJSM) is **10.90%** and in Termoeléctrica Manuel Belgrano S.A. (TMB) is **12.26%** as of February **17**, **2023**[69](index=69&type=chunk) - CEPU holds **26.17%** of Ecogas Inversiones S.A., with direct and indirect shareholdings in DGCE (**38.56%**), ENSUD (**27.85%**), and DGCU (**24.36%**)[70](index=70&type=chunk) - CEPU subscribed **27.5%** of 3C Lithium Pte. Ltd. for the Tres Cruces lithium mining project and Proener S.A.U. increased its shareholding to **9.9%** in AbraSilver Resource Corp. for the Diablillos silver-gold project[73](index=73&type=chunk)[74](index=74&type=chunk) [Directors and main executives](index=18&type=page&id=Directors%20and%20main%20executives%20%28CEPU%29) - The Board of Directors of CEPU is formed by **9** directors and **8** deputy directors, with Osvaldo Arturo Reca as Chairman[75](index=75&type=chunk) CEPU Main Executives | Name | Position | | :--- | :--- | | Fernando Bonnet | Chief Operating Officer | | Enrique Terraneo | Chief Financial Officer | | Justo Saenz | Administration Manager | | Gabriel Ures | Commercial Manager | | José Manuel Pazos | Legal Department Manager | | Adrián Salvatore | Institutional Relationships Manager | | Leonardo Katz | Strategic Planification Manager | [Statutory Audit Committee](index=19&type=page&id=Statutory%20Audit%20Committee%20%28CEPU%29) - The Statutory Audit Committee of CEPU is formed by **3** members and **3** deputy members, appointed by the Shareholders' General Meeting on April **30**, **2025**[78](index=78&type=chunk) [Supervisory Committee](index=20&type=page&id=Supervisory%20Committee%20%28CEPU%29) - The Supervisory Committee of CEPU is formed by **3** members and **2** deputy members[80](index=80&type=chunk) - Accountant Pablo Decundo from EY holds the position of external auditor, with Diego Hernán Christensen as deputy[80](index=80&type=chunk) [Share Capital. Shareholders. Ultimate Beneficial Owners](index=20&type=page&id=Share%20Capital.%20Shareholders.%20Ultimate%20Beneficial%20Owners%20%28CEPU%29) - CEPU's share capital amounts to **$1,514,022,256**, represented by **1,514,022,256** ordinary, book-entry shares with a nominal value of **$1** each, granting one vote per share[81](index=81&type=chunk) - The shares are admitted to the public offering regime in Argentina and listed on BYMA[81](index=81&type=chunk) - The only individual qualifying as the ultimate beneficial owner of CEPU is Guillermo Pablo Reca, which will not change as a result of the Corporate Reorganization[81](index=81&type=chunk) [Pending Filings with the IGJ](index=20&type=page&id=Pending%20Filings%20with%20the%20IGJ%20%28CEPU%29) - CEPU will make necessary filings to register authorities appointed at the Ordinary General Shareholders' Meeting held on April **30**, **2025**[83](index=83&type=chunk) - An amendment to Section Four of the bylaws regarding the corporate purpose is pending shareholder consideration at the Extraordinary General Shareholders' Meeting on May **22**, **2025**, and is being processed by the CNV[84](index=84&type=chunk) - CEPU is primarily involved in electrical energy generation, with assets including thermal, hydroelectric, and renewable power stations[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - CEPU also participates in natural gas distribution (through ECOGAS Group), forestry, and mining[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) CEPU Share Capital Summary | Item | Value | | :--- | :--- | | Share Capital | $1,514,022,256 | | Shares | 1,514,022,256 ordinary, book-entry shares | | Face Value | $1 each | | Voting Rights | 1 vote per share | [ECOGAS INVERSIONES S.A.](index=22&type=section&id=ECOGAS%20INVERSIONES%20S.A.) ECOGAS is an Argentine holding company focused on natural gas distribution and commercialization, controlling key subsidiaries with recent shareholding increases [Corporate information](index=22&type=page&id=Corporate%20information%20%28ECOGAS%29) - ECOGAS (Tax ID No. **30-65827552-2**) is incorporated under Argentine regulations, with legal domicile at Av. Leandro N. Alem **855**, **25th** floor, City of Buenos Aires[85](index=85&type=chunk) - Registered with the Business Entities Registry for the City of Buenos Aires on December **16**, **1992**[85](index=85&type=chunk) [Brief background](index=22&type=page&id=Brief%20background%20%28ECOGAS%29) - ECOGAS was incorporated on December **4**, **1992**, during the privatization process of Gas del Estado S.E[86](index=86&type=chunk) - Through a merger in **2019**, ECOGAS became the controlling entity of DGCE (**55.29%**), ENSUD (**97.05%**), and DGCU (**51%**)[89](index=89&type=chunk)[90](index=90&type=chunk) - A voluntary share swap offer (Dec **20**, **2024** - Jan **13**, **2025**) increased ECOGAS's shareholding in DGCE to **81.64%** and DGCU to **93.10%**[93](index=93&type=chunk)[95](index=95&type=chunk)[99](index=99&type=chunk)[154](index=154&type=chunk) [Subsidiaries](index=24&type=page&id=Subsidiaries%20%28ECOGAS%29) - ECOGAS acts as a Holding of the Group, controlling DGCE, DGCU, ENSUD, and GASDIFEX[100](index=100&type=chunk) - DGCE and DGCU are natural gas distribution companies regulated by ENARGAS, operating in specific Argentine provinces[101](index=101&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - ENSUD is a gas trader operating in the deregulated sector, supplying clients in the center of the country[109](index=109&type=chunk)[110](index=110&type=chunk) - GASDIFEX S.A. is engaged in the design, manufacturing, and maintenance of gas installations, including GNC dispensing and refueling stations[111](index=111&type=chunk) [Directors and main executives](index=25&type=page&id=Directors%20and%20main%20executives%20%28ECOGAS%29) - ECOGAS's Board of Directors is formed by **10** members and **10** deputy members, with Osvaldo Arturo Reca as Chairman and Guillermo Daniel Arcani as Vice Chairman[113](index=113&type=chunk)[114](index=114&type=chunk) - ECOGAS does not have executive officers or managerial staff on its payroll; it uses a service agreement with its subsidiary DGCE for administrative and other services[115](index=115&type=chunk) [Statutory Audit Committee](index=27&type=page&id=Statutory%20Audit%20Committee%20%28ECOGAS%29) - The Statutory Audit Committee of ECOGAS is formed by **3** members and **3** deputy members, appointed by the Shareholders' Meeting on April **14**, **2025**[116](index=116&type=chunk) [Supervisory Committee](index=27&type=page&id=Supervisory%20Committee%20%28ECOGAS%29) - The Supervisory Committee of ECOGAS is formed by **3** members and **2** deputy members[117](index=117&type=chunk)[118](index=118&type=chunk) - Accountant Diego Hernán Christensen from EY serves as the external auditor, with Gustavo Ariel Kurgansky as deputy[118](index=118&type=chunk) [Share Capital. Shareholders. Ultimate Beneficial Owners](index=28&type=page&id=Share%20Capital.%20Shareholders.%20Ultimate%20Beneficial%20Owners%20%28ECOGAS%29) - ECOGAS share capital amounts to **$229,230,580**, represented by Class A, B, C, and D shares with varying voting rights and a face value of **$10** each (or **$1** if approved)[119](index=119&type=chunk) - Class D shares are currently listed on BYMA[119](index=119&type=chunk) - The ultimate beneficial owners are Guillermo Pablo Reca, Gonzalo Alejandro Peres Moore, and Ronaldo Emilio Strazzolini, which will not change due to the Corporate Reorganization[120](index=120&type=chunk) [Pending registration procedures with the IGJ](index=28&type=page&id=Pending%20registration%20procedures%20with%20the%20IGJ%20%28ECOGAS%29) - ECOGAS will make necessary filings to register the officers appointed at the Ordinary General Shareholders' Meeting held on April **14**, **2025**, and the Board of Directors' meeting dated May **7**, **2025**[121](index=121&type=chunk) - ECOGAS is a holding company primarily involved in natural gas distribution and commercialization[88](index=88&type=chunk)[100](index=100&type=chunk) - It controls DGCE (**81.64%**), DGCU (**93.10%**), ENSUD (**97.05%**), and GASDIFEX (**70%**)[99](index=99&type=chunk)[102](index=102&type=chunk) - ECOGAS recently completed a voluntary share swap offer to consolidate its holdings in DGCE and DGCU[93](index=93&type=chunk)[95](index=95&type=chunk)[154](index=154&type=chunk) ECOGAS Share Capital Summary | Item | Value | | :--- | :--- | | Share Capital | $229,230,580 | | Shares | 22,923,058 book-entry shares | | Face Value | $10 each (or $1 if approved) | | Voting Rights | Class A and D: 1 vote; Class B and C: 5 votes | [ECONOMIC GROUP BEFORE AND AFTER THE SPIN-OFF-MERGER](index=29&type=section&id=ECONOMIC%20GROUP%20BEFORE%20AND%20AFTER%20THE%20SPIN-OFF-MERGER) Illustrates post-merger economic group changes, confirming no mandatory public tender offer and continued joint control of ECOGAS by Class B and C shareholders - The Corporate Reorganization is not subject to a mandatory public tender offer (OPA) as it does not alter control in DGCE by ECOGAS, nor does it involve a change in controlling interest in ECOGAS or CEPU's capital[129](index=129&type=chunk) - Control of ECOGAS will continue to be exercised jointly by Class B and Class C shareholders after the Corporate Reorganization Effective Date[130](index=130&type=chunk)[131](index=131&type=chunk) ECOGAS Shareholder Voting Power (Pre-Merger) | Class | Shares | % of Total | Votes | % of Total Votes | | :---- | :----- | :--------- | :---- | :--------------- | | B | 2,526,954 | 11.02% | 12,634,770 | 30.56% | | C | 2,077,840 | 9.06% | 10,389,200 | 25.13% | ECOGAS Shareholder Voting Power (Post-Merger, assuming $10 face value) | Class | Shares | % of Total | Votes | % of Total Votes | | :---- | :----- | :--------- | :---- | :--------------- | | B | 2,526,954 | 10.10% | 12,634,770 | 29.08% | | C | 2,077,840 | 8.30% | 10,389,200 | 23.92% | [SUMMARIZED ACCOUNTING INFORMATION OF THE COMPANIES AND THE COMPANY REORGANIZATION](index=31&type=section&id=SUMMARIZED%20ACCOUNTING%20INFORMATION%20OF%20THE%20COMPANIES%20AND%20THE%20COMPANY%20REORGANIZATION) Presents summarized accounting information for CEPU and ECOGAS as of December 31, 2024, including individual, split-off, and consolidated merger balance sheets [CEPU Individual Balance Sheet](index=31&type=section&id=CEPU%20Individual%20Balance%20Sheet) Details CEPU's individual financial position as of December 31, 2024, covering capital structure, balance sheet, and investments in associates and subsidiaries CEPU Capital Breakdown (as of Dec 31, 2024) | Item | Amount (ARS) | | :--- | :------------- | | SUBSCRIBED, ISSUED, PAID-IN AND RECORDED SHARE CAPITAL | 1,514,022,256 | | Outstanding shares | 1,502,618,381 | | Treasury stocks | 11,403,875 | CEPU Individual Balance Sheet (as of Dec 31, 2024, in thousand ARS) | Item | Amount (thousand ARS) | | :--- | :-------------------- | | **Assets** | | | Non-current assets | 1,903,516,516 | | Current assets | 228,114,970 | | **Total assets** | **2,131,631,486** | | **Equity and liabilities** | | | Total equity | 1,800,050,674 | | Non-current liabilities | 133,253,042 | | Current liabilities | 198,327,770 | | **Total liabilities** | **331,580,812** | | **Total equity and liabilities** | **2,131,631,486** | CEPU Investment in Associates and Subsidiaries (as of Dec 31, 2024, in thousand ARS) | Investment Type | Book Value (thousand ARS) | | :--- | :----------------------- | | Investment in associates | 109,977,766 | | Investment in subsidiaries | 835,552,120 | [ECOGAS Individual Balance Sheet](index=40&type=section&id=ECOGAS%20Individual%20Balance%20Sheet) Details ECOGAS's individual financial position as of December 31, 2024, covering capital structure, balance sheet, and investments in subsidiaries and associates ECOGAS Capital Breakdown (as of Dec 31, 2024) | Item | Amount (ARS) | | :--- | :------------- | | SUBSCRIBED, ISSUED, PAID-IN AND RECORDED SHARE CAPITAL | 141,787,320 | | Class A shares (1 vote) | 5,998,658 | | Class B shares (5 votes) | 3,369,271 | | Class C shares (5 votes) | 2,770,445 | | Class D shares (1 vote) | 2,040,358 | | **TOTAL Shares** | **14,178,732** | ECOGAS Individual Balance Sheet (as of Dec 31, 2024, in thousand ARS) | Item | Amount (thousand ARS) | | :--- | :-------------------- | | **Assets** | | | Non-current assets | 206,962,689 | | Current assets | 1,839,953 | | **Total assets** | **208,802,642** | | **Equity and liabilities** | | | Total equity | 207,286,641 | | Current liabilities | 1,516,001 | | **Total liabilities** | **1,516,001** | | **Total equity and liabilities** | **208,802,642** | ECOGAS Investment in Subsidiaries and Associates (as of Dec 31, 2024, in thousand ARS) | Issuer | Book value (thousand ARS) | Interest percentage in share capital and votes | | :--- | :----------------------- | :------------------------------------------ | | Distribuidora de Gas del Centro S.A. | 102,860,712 | 55.29% | | Distribuidora de Gas Cuyana S.A. | 95,661,398 | 51.00% | | Energía Sudamericana S.A. | 7,827,440 | 97.05% | | GASDIFEX S.A. | 323,268 | 70.00% | | **TOTAL** | **206,672,818** | | [CEPU Split-Off Balance Sheet](index=44&type=section&id=CEPU%20Split-Off%20Balance%20Sheet) Presents CEPU's special split-off balance sheet as of December 31, 2024, detailing the financial impact of the Divided CEPU Equity split-off CEPU Special Split-Off Balance Sheet (as of Dec 31, 2024, in thousand ARS) | Item | Before Split-off | Split-off Impact | After Split-off | | :--- | :--------------- | :--------------- | :-------------- | | **Assets** | | | | | Non-current assets | 1,903,516,516 | (87,226,733) | 1,816,289,783 | | Current assets | 228,114,970 | (305,000) | 227,809,970 | | **Total assets** | **2,131,631,486** | **(87,531,733)** | **2,044,099,753** | | **Equity and liabilities** | | | | | Total equity | 1,800,050,674 | (57,057,181) | 1,742,993,493 | | Non-current liabilities | 133,253,042 | (30,474,552) | 102,778,490 | | Current liabilities | 198,327,770 | - | 198,327,770 | | **Total liabilities** | **331,580,812** | **(30,474,552)** | **301,106,260** | | **Total equity and liabilities** | **2,131,631,486** | **(87,531,733)** | **2,044,099,753** | - Key split-off adjustments include a reduction in Investment in associates (ECOGAS Group) by **(87,226,733) thousand ARS** and a reduction in Cash and short-term placements by **(305,000) thousand ARS**[158](index=158&type=chunk)[160](index=160&type=chunk) [Consolidated Split-Off Merger Balance Sheet](index=46&type=section&id=Consolidated%20Split-Off%20Merger%20Balance%20Sheet) Presents the consolidated split-off merger balance sheet as of December 31, 2024, showing ECOGAS's combined financial position post-absorption of Divided CEPU Equity Consolidated Split-Off Merger Balance Sheet (as of Dec 31, 2024, in thousand ARS) | Item | ECOGAS (before Split-Off Merger) | ECOGAS (Swap Offer) | CEPU (Divided Equity) | Subtotal | Adjustments and removals | ECOGAS (after Split-Off Merger) | | :--- | :------------------------------- | :------------------ | :------------------ | :------- | :----------------------- | :------------------------------- | | **Assets** | | | | | | | | Non-current assets | 206,962,689 | 255,269,306 | 87,226,733 | 549,458,728 | (35,987,885) | 513,470,843 | | Current assets | 1,839,953 | - | 305,000 | 2,144,953 | - | 2,144,953 | | **Total assets** | **208,802,642** | **255,269,306** | **87,531,733** | **551,603,681** | **(35,987,885)** | **515,615,796** | | **Equity and liabilities** | | | | | | | | Total equity | 207,286,641 | 255,269,306 | 87,531,733 | 550,087,680 | (35,987,885) | 514,099,795 | | Current liabilities | 1,516,001 | - | - | 1,516,001 | - | 1,516,001 | | **Total liabilities** | **1,516,001** | **-** | **-** | **1,516,001** | **-** | **1,516,001** | | **Total equity and liabilities** | **208,802,642** | **255,269,306** | **87,531,733** | **551,603,681** | **(35,987,885)** | **515,615,796** | - After the Split-Off Merger, ECOGAS's issued capital increased to **250,217 thousand ARS** and issuance premium to **345,909,478 thousand ARS**[162](index=162&type=chunk) [REASONS AND GROUNDS FOR THE CORPORATE REORGANIZATION](index=46&type=section&id=REASONS%20AND%20GROUNDS%20FOR%20THE%20CORPORATE%20REORGANIZATION) Outlines the strategic reasons for the Corporate Reorganization, including CEPU's gas business divestment and ECOGAS's industry consolidation and liquidity enhancement [ECOGAS Advantages](index=47&type=section&id=ECOGAS%20Advantages) The Corporate Reorganization benefits ECOGAS through gas industry investment consolidation, increased share liquidity, and strengthened stakeholder relationships - Consolidation of ECOGAS investments in the gas industry by absorbing CEPU's interests in DGCE and ENSUD, reducing capital scattering[167](index=167&type=chunk) - Increased liquidity for ECOGAS shares through a greater percentage available in the market, potentially improving investor perception and share price[167](index=167&type=chunk) - Strengthening of relationships with stakeholders (regulatory bodies, consumers, shareholders) and greater flexibility for adaptation to energy market changes[167](index=167&type=chunk)[168](index=168&type=chunk) [CEPU Advantages](index=48&type=section&id=CEPU%20Advantages) The reorganization benefits CEPU by optimizing decision-making, simplifying its structure, reducing costs, mitigating gas segment risks, and attracting specialized investors - Optimization in decision-making, granting CEPU greater flexibility in managing its main businesses and negotiating with gas suppliers for electrical energy generation[169](index=169&type=chunk) - CEPU structure optimization by detaching from gas distribution, potentially reducing administrative and operation costs and optimizing internal efficiency[169](index=169&type=chunk) - Strengthening and strategic management of risks by separating the gas distribution business, allowing CEPU to focus resources on strategic energy sectors and attract specialized investors[169](index=169&type=chunk) [DESCRIPTION OF THE CORPORATE REORGANIZATION TERMS](index=49&type=section&id=DESCRIPTION%20OF%20THE%20CORPORATE%20REORGANIZATION%20TERMS) Details the split-off merger terms, covering company commitments, general effects, swap ratio, valuations, ECOGAS capital increase, bylaws, approvals, tax, and equity management [General description](index=49&type=section&id=General%20description) ECOGAS and CEPU signed a Previous Commitment on March 31, 2025, detailing Split-Off Merger terms, equity transfer, and ECOGAS's continuation as a public company - The Companies entered into the Previous Commitment on March **31**, **2025**, establishing the terms of the Split-Off Merger[171](index=171&type=chunk) - As a consequence of the Split-Off Merger, the Divided CEPU Equity will be completely transferred to ECOGAS[172](index=172&type=chunk) - ECOGAS will continue as a company whose capital is under the Securities Public Offer Regime, with amended Bylaws[172](index=172&type=chunk) [Companies Commitments](index=49&type=section&id=Companies%20Commitments) Companies committed to facilitating the Corporate Reorganization through CNV prospectus submission, shareholder meetings, creditor notices, final agreement, and regulatory filings - Commitments include submitting the Split-Off Merger Prospectus to CNV and calling Special Shareholders' Meetings[174](index=174&type=chunk) - Companies committed to publishing creditors' opposition notices and managing any objections[174](index=174&type=chunk) - They also committed to entering into the Final Split-Off Merger Agreement and making all required regulatory submissions to CNV, IGJ, and ARCA[174](index=174&type=chunk)[176](index=176&type=chunk) [General Effects of the Split-Off Merger](index=50&type=section&id=General%20Effects%20of%20the%20Split-Off%20Merger) Upon effectiveness, Divided CEPU Equity transfers to ECOGAS, which issues new Class D shares, increases capital, recognizes premium, and maintains public listing - The Divided CEPU Equity will be completely transferred to ECOGAS as from the Corporate Reorganization Effective Date[175](index=175&type=chunk) - ECOGAS will issue **8,097,326** (or **80,973,264** if face value changes) new Class D shares to CEPU shareholders and cancel CEPU's Class A shares in ECOGAS[175](index=175&type=chunk) - ECOGAS's share capital will increase to **$250,217,260** (or **$250,217,264** if face value changes), with the difference recognized as an 'Issuance premium'[175](index=175&type=chunk) - ECOGAS will continue as a public offer regime company listed on BYMA, and negotiations are ongoing for an ECOGAS ADR program[175](index=175&type=chunk)[177](index=177&type=chunk) [Swap Ratio](index=51&type=section&id=Swap%20Ratio) The proposed Swap Ratio for ECOGAS Class D shares to CEPU shares adjusts for face value changes, based on fairness opinions and an EY compliance report [Mechanism for the Determination of the Swap Ratio. Valuations.](index=53&type=page&id=Mechanism%20for%20the%20Determination%20of%20the%20Swap%20Ratio.%20Valuations.) - VALO and INFUPA determined value ranges for DGCE, ENSUD, and ECOGAS using methodologies including Discounted Cash Flows (DCF), Multiples of Comparable Listed Companies, Market Capitalization, and Equity Value of Shares[187](index=187&type=chunk)[189](index=189&type=chunk)[191](index=191&type=chunk)[198](index=198&type=chunk)[205](index=205&type=chunk)[208](index=208&type=chunk) - Valuations were based on Financial Statements as of December **31**, **2024**, management reports, and subsequent material events[188](index=188&type=chunk) Average Value Ranges (US$ million) | Entity | Low (US$ million) | High (US$ million) | Average (US$ million) | | :----- | :---------------- | :----------------- | :-------------------- | | ECOGAS | 488.00 | 560.25 | 524.125 | | ENSUD | 20.90 | 23.95 | 22.425 | | DGCE | 248.60 | 274.98 | 261.79 | [Fairness Opinions](index=56&type=page&id=Fairness%20Opinions) - Fairness Opinions were addressed to the Boards of ECOGAS and CEPU for their consideration on March **31**, **2025**[212](index=212&type=chunk) - VALO and INFUPA assumed the provided information was true, accurate, and complete, without conducting independent audit tasks or due diligence[213](index=213&type=chunk) - The advisors disclaim liability to third parties, and the opinions are governed by Argentine Republic laws[213](index=213&type=chunk) [Compliance Report on the Swap Ratio](index=57&type=page&id=Compliance%20Report%20on%20the%20Swap%20Ratio) - EY certified the Swap Ratio, confirming that the established low, high, and average ranges comply with CNV Regulations (Article **3**, Section I, Chapter X, Title II)[214](index=214&type=chunk)[215](index=215&type=chunk) - EY's work involved comparing information from valuation experts and verifying arithmetic correctness, but it did not constitute a review or technical opinion[214](index=214&type=chunk)[217](index=217&type=chunk) - The proposed Swap Ratio is **1** Class D ECOGAS share for every **186.694** CEPU shares (or **1:18.6694** if ECOGAS face value changes to **$1**)[178](index=178&type=chunk)[181](index=181&type=chunk) - The Swap Ratio considers and adjusts for dividend payments and potential changes in ECOGAS's share face value[179](index=179&type=chunk)[180](index=180&type=chunk) - The Swap Ratio is based on Fairness Opinions issued by VALO and INFUPA, and its compliance has been certified by EY[183](index=183&type=chunk)[214](index=214&type=chunk) [Capital Increase of ECOGAS](index=57&type=section&id=Capital%20Increase%20of%20ECOGAS) ECOGAS will issue new Class D shares, cancel CEPU's Class A shares, increase capital, recognize a merger premium, and maintain its control structure - ECOGAS shall issue **8,097,326** (or **80,973,264** if face value changes) new Class D shares and cancel outstanding Class A shares held by CEPU[218](index=218&type=chunk) - ECOGAS's share capital will increase to **$250,217,260** (or **$250,217,264** if face value changes), with a merger premium recognized[218](index=218&type=chunk) - The control structure of ECOGAS, jointly held by Class B and Class C shareholders, will not be affected[219](index=219&type=chunk) [Bylaws of the Continuing Company](index=58&type=section&id=Bylaws%20of%20the%20Continuing%20Company) ECOGAS's Bylaws will be amended due to the Corporate Reorganization, with a draft in Exhibit F, updating sections related to the sole Class A shareholder - The Bylaws of ECOGAS are amended because of the Corporate Reorganization; a draft is included in Exhibit F[220](index=220&type=chunk) - Share capital provisions will not be amended as ECOGAS remains a public offer regime entity, but other sections will be updated to reflect changes related to the sole Class A shareholder[220](index=220&type=chunk) [Formation of the corporate bodies of the Continuing Company as from the Corporate Reorganization Effective Date](index=58&type=section&id=Formation%20of%20the%20corporate%20bodies%20of%20the%20Continuing%20Company%20as%20from%20the%20Corporate%20Reorganization%20Effective%20Date) No immediate changes to ECOGAS's Board of Directors from the reorganization; Class A Directors will be appointed at the April 14, 2025, Shareholders' Meeting - There will be no changes in the formation of the Board of Directors of ECOGAS resulting from the Corporate Reorganization[221](index=221&type=chunk) - The Shareholders' Meeting on April **14**, **2025**, shall appoint Directors for Class A shareholders, with transitional maintenance of the Board until the next Shareholders' Meeting[221](index=221&type=chunk) [Corporate Authorizations](index=58&type=section&id=Corporate%20Authorizations) CEPU and ECOGAS Boards approved the Corporate Reorganization on March 31, 2025, concluding it is beneficial for both companies - The Corporate Reorganization was approved by the respective Board of Directors Meetings of the Companies on March **31**, **2025**[222](index=222&type=chunk) - The Boards of Directors concluded that the Corporate Reorganization is beneficial to them[222](index=222&type=chunk) [Administrative Approvals](index=59&type=section&id=Administrative%20Approvals) The Corporate Reorganization requires CNV approval and IGJ filing, covering capital increase, new share issuance, bylaws amendments, and public listing authorization - The Corporate Reorganization requires administrative approval from CNV and subsequent filing with IGJ[223](index=223&type=chunk) - This includes approval for ECOGAS's capital increase, issuance of New Shares, bylaws amendments, and authorization for public offering and listing of New Shares on BYMA[224](index=224&type=chunk) [Corporate Approvals](index=59&type=section&id=Corporate%20Approvals) The Corporate Reorganization is contingent upon shareholder approvals at the Special Meetings of both CEPU and ECOGAS - The Corporate Reorganization is subject to obtaining approvals from the respective shareholders at the Special Meetings of the Companies[225](index=225&type=chunk) [Business Management until the Corporate Reorganization Effective Date](index=59&type=section&id=Business%20Management%20until%20the%20Corporate%20Reorganization%20Effective%20Date) CEPU will manage the Divided CEPU Equity from the Previous Commitment date until the Corporate Reorganization Effective Date - From the execution date of the Previous Commitment to the Corporate Reorganization Effective Date, the management of Divided CEPU Equity shall be conducted by CEPU[226](index=226&type=chunk) [Tax Effects of the Split-Off Merger](index=59&type=section&id=Tax%20Effects%20of%20the%20Split-Off%20Merger) The Split-Off Merger is expected to be tax-exempt under Argentine tax laws, avoiding income tax, VAT, and Gross Income Tax on asset transfers if requirements are met - The Split-off Merger qualifies as a corporate reorganization under Section **80** and related provisions of LIG and DRLIG, expected to be free of national taxes[227](index=227&type=chunk) - Profit or loss from the Corporate Reorganization shall not be subject to Income Tax or Value Added Tax[227](index=227&type=chunk) - Revenue related to the transfer of goods resulting from the Corporate Reorganization shall be exempt from the Gross Income Tax in the City of Buenos Aires[228](index=228&type=chunk) [SHAREHOLDERS' MEETINGS](index=59&type=section&id=SHAREHOLDERS%27%20MEETINGS) Outlines details for the Special Shareholders' Meetings of CEPU and ECOGAS on May 22, 2025, covering quorum, majorities, and agenda for merger approval and bylaws amendments [CEPU Special Shareholders' Meeting](index=60&type=section&id=CEPU%20Special%20Shareholders%27%20Meeting) CEPU's Special Shareholders' Meeting on May 22, 2025, requires a 60% quorum and qualified majority to approve bylaws, the CP Renovables merger, and the ECOGAS split-off - The Special Shareholders' Meeting of CEPU is scheduled virtually for May **22**, **2025**, at **2:00 PM**[232](index=232&type=chunk) - Quorum for the meeting is **60%** of voting shares on first call, and **30%** on second call, with resolutions requiring a qualified majority[233](index=233&type=chunk) - Key agenda items include amending Section **4** of the Bylaws, considering the merger with CP Renovables S.A., and approving the split-off merger with ECOGAS, including the swap ratio and related documentation[234](index=234&type=chunk)[235](index=235&type=chunk)[237](index=237&type=chunk) [ECOGAS Special Shareholders' Meeting](index=61&type=section&id=ECOGAS%20Special%20Shareholders%27%20Meeting) ECOGAS's Special Shareholders' Meeting on May 22, 2025, requires a 60% quorum and absolute majority to approve bylaws, the CEPU split-off merger, capital increase, and new share issuance - The Special Shareholders' Meeting of ECOGAS is scheduled virtually for May **22**, **2025**, at **10:00 AM**[238](index=238&type=chunk) - Quorum for the first call is **60%** of voting shares; the second call is valid regardless of the number of shares. Resolutions require an absolute majority of votes present, with special rights for Class B and C shareholders[239](index=239&type=chunk) - Key agenda items include amending bylaws (corporate purpose, share face value, share transfer limitations), considering the split-off merger with CEPU (including financial statements, Previous Commitment, Prospectus, and swap ratio), and approving the share capital increase and issuance of new Class D shares[241](index=241&type=chunk)[242](index=242&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[247](index=247&type=chunk) [OTHER RELEVANT INFORMATION](index=63&type=section&id=OTHER%20RELEVANT%20INFORMATION) Provides additional relevant information, including recent ECOGAS dividend decisions and contact details for ECOGAS, CEPU, and their advisors [Information on recent corporate decisions by the Companies](index=63&type=section&id=Information%20on%20recent%20corporate%20decisions%20by%20the%20Companies) ECOGAS approved a cash dividend from Optional Reserve, and the Board recommended allocating 2024 retained earnings to reserves and cash dividends - ECOGAS's Shareholders' Meeting on February **24**, **2025**, approved a cash dividend payment of **$1,140.90268231228** per share from the Optional Reserve, paid on March **10**, **2025**[250](index=250&type=chunk) - The Board of Directors recommended allocating **5%** of **2024** retained earnings to the Statutory Reserve and the remaining balance to cash dividends, pending shareholder approval on April **14**, **2025**[251](index=251&type=chunk) - These recent corporate decisions were known and considered by the valuation experts[252](index=252&type=chunk) [EXHIBIT A (1) ECOGAS INDIVIDUAL BALANCE SHEET](index=65&type=section&id=EXHIBIT%20A%20%281%29%20ECOGAS%20INDIVIDUAL%20BALANCE%20SHEET) This exhibit contains the complete individual balance sheet of ECOGAS INVERSIONES S.A. as of December 31, 2024 - This exhibit provides the complete individual balance sheet of ECOGAS INVERSIONES S.A. as of December **31**, **2024**[255](index=255&type=chunk) [EXHIBIT A (2) CEPU INDIVIDUAL BALANCE SHEET](index=66&type=section&id=EXHIBIT%20A%20%282%29%20CEPU%20INDIVIDUAL%20BALANCE%20SHEET) This exhibit contains the complete individual balance sheet of CENTRAL PUERTO S.A. as of December 31, 2024 - This exhibit provides the complete individual balance sheet of CENTRAL PUERTO S.A. as of December **31**, **2024**[256](index=256&type=chunk) [EXHIBIT B CEPU SPLIT-OFF BALANCE SHEET AND CONSOLIDATED SPLIT-OFF MERGER BALANCE SHEET](index=67&type=section&id=EXHIBIT%20B%20CEPU%20SPLIT-OFF%20BALANCE%20SHEET%20AND%20CONSOLIDATED%20SPLIT-OFF%20MERGER%20BALANCE%20SHEET) This exhibit contains the complete CEPU Split-Off Balance Sheet and the Consolidated Split-Off Merger Balance Sheet as of December 31, 2024 - This exhibit contains the complete CEPU Split-Off Balance Sheet and the Consolidated Split-Off Merger Balance Sheet, both as of December **31**, **2024**[257](index=257&type=chunk) [EXHIBIT C PREVIOUS SPLIT-OFF MERGER COMMITMENT](index=68&type=section&id=EXHIBIT%20C%20PREVIOUS%20SPLIT-OFF%20MERGER%20COMMITMENT) This exhibit contains the full text of the Split-Off Merger Previous Commitment, detailing the agreed terms and conditions - This exhibit contains the full text of the Split-Off Merger Previous Commitment, detailing the terms and conditions of the Corporate Reorganization[258](index=258&type=chunk) [EXHIBIT D FAIRNESS OPINIONS FROM VALO AND INFUPA](index=69&type=section&id=EXHIBIT%20D%20FAIRNESS%20OPINIONS%20FROM%20VALO%20AND%20INFUPA) This exhibit contains the independent fairness opinions from VALO and INFUPA, which provided economic and financial valuations for the Swap Ratio - This exhibit contains the independent fairness opinions from Banco de Valores S.A. (VALO) and INFUPA S.A. (INFUPA)[259](index=259&type=chunk) - These opinions provided economic and financial valuations used to determine the Swap Ratio for the Corporate Reorganization[259](index=259&type=chunk) [EXHIBIT E EY COMPLIANCE REPORT](index=70&type=section&id=EXHIBIT%20E%20EY%20COMPLIANCE%20REPORT) This exhibit contains the compliance report issued by EY regarding the Swap Ratio, certifying its adherence to regulatory provisions - This exhibit contains the compliance report issued by Pistrelli, Henry Martin y Asociados S.A. (EY) regarding the Swap Ratio[260](index=260&type=chunk) - The report certifies the Swap Ratio's adherence to regulatory provisions[260](index=260&type=chunk) [EXHIBIT F ECOGAS BYLAWS](index=71&type=section&id=EXHIBIT%20F%20ECOGAS%20BYLAWS) This exhibit contains the draft of the amended Bylaws for ECOGAS INVERSIONES S.A., reflecting changes from the Corporate Reorganization - This exhibit contains the draft of the amended Bylaws for ECOGAS INVERSIONES S.A.[261](index=261&type=chunk) - The Bylaws reflect the changes resulting from the Corporate Reorganization[261](index=261&type=chunk) ```
Central Puerto Announces Reporting Date for the First Quarter 2025 Financial Results Conference Call and Webcast
Newsfile· 2025-04-30 20:08
Group 1 - Central Puerto S.A, one of the largest private sector power generation companies in Argentina, will announce its First Quarter 2025 financial results on May 12, 2025 [1] - The conference call to discuss the financial results will be hosted by key executives including the CEO, CFO, and Head of Corporate Finance & Investor Relations Officer on the same date at 12:00 PM ET [1] - The company will provide access to the conference call via a live audio webcast on its Investor Relations section of the website, and a replay will also be available [2]
Central Puerto Files Its 2024 Annual Report on Form 20-F
Newsfile· 2025-04-28 17:51
Core Insights - Central Puerto S.A. has filed its Annual Report on Form 20-F for the fiscal year 2024 with the SEC on April 25, 2025 [1] - The report is accessible on Central Puerto's website and can be downloaded from the SEC's website [2] Company Overview - Central Puerto S.A. is one of the largest private sector power generation companies in Argentina, recognized for its installed capacity and power generation [3] - The company's asset portfolio is diversified geographically across Buenos Aires and several provinces, and technologically includes combined cycles, co-generation units, steam turbines, hydroelectric plants, wind turbines, and photovoltaic farms [3] - Central Puerto is publicly traded on both the New York and Buenos Aires stock exchanges under the ticker symbol CEPU [3]