```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) ```

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]

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]

Payment Delays and Remuneration Adjustments - CAMMESA has experienced delays in payments to generators, completing monthly payments up to 80 days after the end of the month, and occasionally as long as 101 days [1047]. - The new remuneration scheme for Spot Sales effective February 1, 2020, reduced initial power prices for thermal units by approximately 16% and adjusted payment structures based on utilization factors [1049]. - In February 2023, a new agreement was authorized for combined cycle units, requiring at least 85% availability in exchange for a new power price of 2,000 US$/MW-month plus additional remuneration [1050][1051]. - Resolution 750/23 issued in September 2023 updated the remuneration scheme with a 23% increase compared to the previous resolution [1054]. - Resolution 869/23, effective November 2023, further increased remuneration by 28% compared to Resolution 750/23 [1055]. - The remuneration for Spot Sales has seen multiple adjustments, including a retroactive 20% increase as of September 2022 and subsequent increases of 10%, 25%, and 28% in the following months [1056]. Generation Capacity and Energy Sources - In 2024, thermal generation accounted for 75,388 GWh (53.04%) of Argentina's electricity supply, while hydroelectric generation contributed 33,425 GWh (23.52%) and renewable generation contributed 22,875 GWh (16.09%) [66]. - The total installed capacity of generation facilities decreased from 43,773 MW in 2023 to 43,350 MW in 2024, a reduction of 1% or 423 MW [67]. - Renewable energy generation increased by 13.89% compared to 2023, primarily due to new wind and solar farms [66]. - Nuclear generation saw a 16.58% increase in 2024, attributed to higher availability and generation from Atucha II, which operated for a full year compared to 2023 [66]. - The hydroelectric generation registered a 15.02% decrease compared to 2023, mainly due to a reassessment of Yacyretá's power allocation between Argentina and Paraguay [66]. Acquisitions and Investments - The company has entered into steam supply contracts with YPF and T6 Industrial S.A., providing significant steam capacity for their operations [1060][1061]. - The company has diversified revenue streams through acquisitions in the forestry industry, with sales commencing in 2023 [1063]. - As of December 31, 2024, the company had an aggregate installed capacity of 6,703 MW, reflecting growth from acquisitions including Central Costanera and Guañizuil II solar farm [86]. - The company acquired 130 hectares of land in northern Buenos Aires for future potential power transmission connections [87]. - On October 18, 2023, the company acquired 100% of Cordillera Solar and Scatec Equinor Solutions Argentina S.A., enhancing its renewable energy portfolio [1090]. - The acquisition of Central Costanera on February 17, 2023, resulted in a gain from bargain purchase amounting to Ps.74.22 billion in the consolidated statement of income for the year ended December 31, 2023 [1098]. - The company recognized a gain from bargain purchase of Ps.83.97 billion from the acquisition of Empresas Verdes Argentina S.A., Las Misiones S.A., and Estancia Celina S.A. on May 3, 2023 [1100]. Financial Performance - The Group reported revenues of Ps. 738.17 billion for the year ended December 31, 2024, representing an 8.10% increase compared to Ps. 682.84 billion in 2023 [1149]. - The cost of sales decreased by 2.43% to Ps. 446.53 billion in 2024 from Ps. 457.67 billion in 2023, leading to a gross income of Ps. 291.64 billion, a 29.52% increase [1149]. - Operating income fell significantly by 73.22% to Ps. 197.20 billion in 2024 from Ps. 736.52 billion in 2023, primarily due to substantial impairment losses [1149]. - The net loss for the year was Ps. 61.25 billion, an 80.73% decrease from a net income of Ps. 317.85 billion in 2023 [1149]. - Total revenues for 2024 reached Ps. 738.17 billion, an 8.10% increase from Ps. 682.84 billion in 2023, primarily driven by higher spot sales and thermal generation [1154]. Impairment and Asset Management - An impairment loss of Ps. 36.22 billion on property, plant, and equipment was recorded for the Brigadier Lopez thermoelectric plant during 2023 [1112]. - The company estimated an impairment charge of Ps. 15.80 billion for the Brigadier Lopez thermoelectric station, with a net book value of Ps. 164.25 billion after impairment [1114]. - The estimated impairment charge for the Buenos Aires combined cycle plant at the Costanera plant was Ps. 4.77 billion, resulting in a net book value of Ps. 6.29 billion [1116]. - The Group recognized an impairment charge of Ps. 4.49 billion for the Manque wind farm and Ps. 25.28 billion for the La Genoveva wind farm, impacting the net book value of property, plant, and equipment [1117][1118]. - Impairment of property, plant, and equipment and intangible assets totaled Ps. 102.08 billion in 2024, a significant increase from a gain of Ps. 95.80 billion in 2023 [1193]. Operational Challenges and Economic Conditions - The Argentine electric power sector is under a state of emergency, extended until July 9, 2025, affecting operational strategies [68]. - The company is unable to predict the timing of new capacity auctions by the Argentine Government, impacting future expansion plans [87]. - Electric power demand is significantly influenced by economic conditions in Argentina, including inflation and energy tariffs [1064].

Core Insights - Seeking Alpha introduces Eliana Scialabba as a new contributing analyst, encouraging individual investors to share their investment ideas for publication and potential earnings [1] Analyst Background - The individual investor has over five years of personal investing experience and holds advanced degrees in Economics, including a PhD [2] - Previous roles include Chief Economist at Thesis Consulting and Financial Director at FastNeurons, with a focus on macroeconomics, monetary policy, and international finance [2] - The investment strategy emphasizes value companies in emerging markets characterized by strong cash flow, low leverage, and solid long-term potential [2]

Group A: Company Overview and Financial Results - Central Puerto S.A. reported its consolidated financial results for FY 2024 and 4Q24, ending December 31, 2024 [1] - The company experienced a significant increase in revenues, totaling US$168 million in 4Q24, a 71% increase compared to US$98 million in 4Q23 [48] - Operating income for 4Q24 was a loss of US$38 million, down from a profit of US$202 million in 4Q23, indicating a 119% decline [47] - Adjusted EBITDA for 4Q24 was US$65 million, a 44% increase from US$45 million in 4Q23 [57] Group B: Energy Market Overview - As of December 31, 2024, Argentina's installed power generation capacity was 43,350 MW, a 1% decrease from 43,773 MW in 2023 [29] - Energy demand in 4Q24 was 33,250 GWh, slightly down from 33,258 GWh in 4Q23, with residential consumption decreasing by 1% [30] - The energy generation mix showed a 24% increase in thermal generation, while nuclear and hydro generation decreased by 48% and 30%, respectively [32] Group C: Regulatory Updates - The Secretariat of Energy issued several resolutions in 2024, including a 2.7% increase in remuneration values effective October 1, 2024, and a 6% increase effective November 1, 2024 [5][9] - A contingency plan for the electricity sector was established to ensure power availability during critical months from December 2024 to March 2026 [6] Group D: Strategic Initiatives and Projects - Central Puerto signed an agreement with the International Finance Corporation to finance feasibility studies for a power transmission line to supply energy to mining companies in northwestern Argentina [19] - The company acquired a 27.5% stake in 3C Lithium Pte. Ltd., which is developing the Tres Cruces lithium project [21] - Central Puerto increased its equity participation in AbraSilver Resource Corp to 9.9% to support the Diablillos silver-gold project [23] Group E: Financial Position and Cash Flow - As of December 31, 2024, Central Puerto had cash and cash equivalents of US$4 million and total debt of US$369 million [63] - The net cash flows provided by operating activities for the year were US$250 million, primarily driven by net income before tax [64]

Core Points - Central Puerto S.A, one of the largest private sector power generation companies in Argentina, will announce its Fourth Quarter 2024 financial results on March 11, 2025 [1] - A conference call to discuss the financial results will be hosted by the CEO, CFO, and Head of Corporate Finance on March 12, 2025, at 9:00 AM ET [1] Access Information - The conference call can be accessed via a webcast URL and will also be available for replay on the Company's website [2]

Group 1 - Central Puerto S.A. Sponsored ADR (CEPU) is a notable stock in the Oils-Energy sector, which consists of 242 individual stocks and holds a Zacks Sector Rank of 16 [2] - CEPU has a Zacks Rank of 2 (Buy), indicating a positive outlook based on earnings estimates and revisions [3] - The Zacks Consensus Estimate for CEPU's full-year earnings has increased by 38.2% in the past quarter, reflecting improved analyst sentiment [4] Group 2 - CEPU has achieved a year-to-date return of approximately 27.6%, significantly outperforming the average return of 9.1% for the Oils-Energy sector [4] - In comparison, Excelerate Energy (EE) has outperformed the sector with a year-to-date return of 80.5% and holds a Zacks Rank of 1 (Strong Buy) [5] - CEPU is part of the Alternative Energy - Other industry, which includes 44 companies and currently ranks 151 in the Zacks Industry Rank, with the industry gaining about 71.5% this year, indicating CEPU is slightly underperforming its industry [6]

Financial Data and Key Metrics Changes - Revenues for Q3 2024 amounted to US$185 million, increasing 14% year-over-year compared to Q3 2023 [12] - Adjusted EBITDA reached US$93 million, raising almost 1% versus Q3 2023 [12] - Net income for the period was US$40 million, doubling year-over-year [12] - Net debt as of September 30, 2024, amounted to US$149 million, a reduction of US$137 million compared to December 2023, showcasing a net debt to adjusted EBITDA ratio of 0.5 times [13] Business Line Data and Key Metrics Changes - Energy generation amounted to 5,685 gigawatt hours, decreasing 1% year-over-year [10][36] - Hydro energy generation dropped 35% to 1,405 gigawatt hours due to reduced water levels [37] - Wind generation decreased 4% to 386 gigawatt hours, attributed to lower wind resources and maintenance [38] - Thermal generation increased 21% to 3,832 gigawatt hours, driven by higher dispatch at various sites [39] Market Data and Key Metrics Changes - The installed capacity in Argentina reached 42,919 megawatts, a decrease of 1% year-over-year [24] - Electricity demand increased 1% to 35.6 terawatt hours compared to 35.2 terawatt hours in Q3 2023 [33] - Nuclear generation rose 7% due to higher availability of Atucha II [31] Company Strategy and Development Direction - The company is focusing on investment projects such as the San Carlos solar farm and the Brigadier Lopez combined cycle, both on schedule and budget [23] - The government is working on a new auction for hydro assets, expected to be ready by Q2 2025 [58] - The company is exploring opportunities in the mining sector, particularly in renewable energy solutions for lithium mining companies [63] Management Comments on Operating Environment and Future Outlook - Management expects higher dispatch of units during the summer due to increased demand [75] - The EBITDA forecast for the upcoming quarters is expected to remain stable unless regulatory changes occur [77] - The government is analyzing the timing for allowing thermal generation to sign private PPAs, which could impact future operations [59] Other Important Information - The company announced a dividend distribution of ARS39.47 per share [22] - A contingency plan for the electricity industry was established to mitigate critical situations from December 2024 to March 2026 [16] Q&A Session Summary Question: Regarding new auctions for hydro assets - Management confirmed that the government is working on a competitive auction scheme and aims to have it ready by Q2 2025 [58] Question: Regulatory changes for thermal generation - Management indicated that the government is promoting contractualization in the electricity market and is working on allowing private PPAs for thermal generators [59] Question: Impact of contingency plan on EBITDA - Management does not expect a significant impact on EBITDA from the contingency plan, estimating it to be less than US$10 million [67] Question: Increase in thermal power plant dispatch due to gas pipeline projects - Management stated that while there may be marginal improvements, most units are dual fuel and will continue to rely on diesel or fuel oil [70] Question: Guidance on EBITDA for the next year - Management expects EBITDA to remain stable unless regulatory changes are implemented [77]

Group 1 - Central Puerto S.A. Sponsored ADR (CEPU) is a notable stock in the Oils-Energy sector, currently outperforming the sector with a year-to-date gain of 3.6% compared to the sector average of 1.8% [4] - CEPU has a Zacks Rank of 2 (Buy), indicating a positive earnings outlook and strong analyst sentiment, with the consensus estimate for full-year earnings increasing by 66.7% in the past quarter [3][4] - The company is part of the Alternative Energy - Other industry, which has gained an average of 20.9% this year, suggesting that CEPU is slightly underperforming its specific industry [6] Group 2 - Pedevco Corp. (PED) is another stock in the Oils-Energy sector that has outperformed, with a year-to-date increase of 23.1% and a Zacks Rank of 1 (Strong Buy) [5][7] - The Oil and Gas - Mechanical and Equipment industry, to which Pedevco belongs, has seen a modest gain of 2.3% since the beginning of the year, ranking 72 among industries [7]