SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
March 20, 2025
Commission File Number:
001-32827
MACRO BANK INC.
(Translation of registrant’s name into
English)
Av. Eduardo Madero 1182
Buenos Aires C1106ACY
Tel: 54 11 5222 6500
(Address of registrant’s principal executive
offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
INDEX
Translation of a submission from Banco Macro to
the Comisión Nacional de Valores (Argentine Securities Exchange Commission) “CNV” dated on March 20, 2025.
Buenos Aires, March 20th
2025
To:
CNV / BYMA / MAE
Re. Relevant Event.
Please find attached hereto
the letter sent on the date hereof to Fondo de Garantía de Sustentabilidad – Administración Nacional de Seguridad
Social (ANSES) in compliance with the information requirement related to the General and Special Shareholders’ Meeting of Banco
Macro S.A. to be held on April 4th 2025.
Sincerely,
|
|
|
Jorge Francisco Scarinci
Head of Market Relations |
Buenos Aires, March 20th
2025
To
Fondo de Garantía de Sustentabilidad
Administración Nacional de la Seguridad
Social (ANSES)
General Department of Corporate Affairs
Mr. Hernán Castrogiovanni
Tucumán 500, mezzanine
S / D
Re.: NOTE N° NO-2025-25521831-ANSES-DGGEYAS#ANSES
Dear Sirs,
We write to you in reply
to your request of information regarding the General and Special Shareholders’ Meeting of Banco Macro S.A. called for April 4th
2025, and in that respect, please be advised as follows:
a. Detailed description
of the shareholders structure to date, including information taken from the Company’s Stock Ledger indicating the participating
interest percentage of each shareholder holding a participating interest above 5%, by class of shares; total number of shares, participating
interest and number of votes.
Please find below the shareholding
structure as of February 28th 2025:
SHAREHOLDER’S
NAME/
CORPORATE
NAME |
Class
A
Shares |
Class
B
Shares |
Capital Stock |
Participating
Interest |
Voting
Interest |
| Other Shareholders (Foreign Stock Exchange) |
|
143,373,720 |
143,373,720 |
22.42% |
20.95% |
| ANSES-F.G.S. Law No. 26425 |
|
184,156,124 |
184,156,124 |
28.80% |
26.91% |
| Delfin Jorge Ezequiel Carballo |
4,901,415 |
118,251,845 |
123,227,910 |
19.27% |
20.87% |
| Banco de Servicios y Transacciones S.A., trustee of Fideicomiso de Garantía JHB BMA |
5,995,996 |
104,473,881 |
110,469,877 |
17.28% |
19.65% |
| Other Shareholders (Local Stock Exchange) |
338,259 |
77,847,518 |
78,185,777 |
12.23% |
11.62% |
| TOTAL |
11,235,670 |
628,177,738 |
639,413,408 |
100.00% |
100.00% |
b. Executed copy of the
Minutes of the Board of Directors’ Meeting calling the General and Special Shareholders’ Meeting.
Please be advised that the
wording of the minutes of the Board of Directors’ Meeting calling a General and Special Shareholders’ Meeting for April 4th
2025 at 11 AM is available in the Financial Information Highway (or AIF for its acronym in Spanish) of the CNV or Securities and Exchange
Commission of the Republic of Argentina.
c. Express indication
of the personnel authorized and/or empowered by the company to sign this request, attaching a copy of the document evidencing such authorization
(if too long, please attach a copy of the relevant part of such authorizing document).
The person signing this request is acting in his
capacity as Head of Market Relations designated by the Board of Directors in its meeting held on December 18th 2015 and the
relevant portion of the minutes of such meeting is published in AIF.
d. As to the following items of the
Agenda, published in the Official Gazette:
i. (Point 1) Appoint
three shareholders to sign the minutes of the meeting.
| - | Please inform who shall be the shareholders designated
to such effect. |
The motion shall be submitted
by the shareholders at the General and Special Shareholders’ Meeting called for April 4th 2025.
ii. (Point 2) Evaluate
the documentation provided for in section 234, subsection 1 of Law No. 19550, for the fiscal year ended December 31st 2024. Please provide
the following:
| - | In the event such documentation is not published in the Autopista de Información Financiera
(“AIF”) of the Argentine Securities Exchange Commission (or “CNV” for its acronym in Spanish), a copy of the accounting
documentation under section 234 of Law No. 19550 as duly approved and executed by the Board of Directors, Syndics and Independent Auditor; |
| - | A description of the general price index applied in case the Financial Statements submitted for
discussion (financial year ended December 31st 2024) are restated in homogeneous currency (pursuant to General Resolution No.
777/2018 issued by the CNV), |
| - | Any current agreement with related companies for corporate and technical services (date of execution
of the agreement or contract, subject matter, price, term, renewal and addendum), with a detailed description of the amounts paid as fees
as of the end of the fiscal year ended December 31st 2024, if applicable; |
| - | In addition, please provide any additional supporting
data that may be relevant to discuss this item of the Agenda. |
The documentation provided
for in section 234, subsection 1 of Law 19550 to be submitted to and evaluated by the next General and Special Shareholders’ Meeting
was made available to the public in due time and manner and is currently available in the AIF.
As described in Note 3 to
the Consolidated Financial Statements for the fiscal year ended 31 December 2024, such financial statements have been adjusted so that
the same are expressed in purchasing power currency to such date, as provided for in IAS 29 and taking into account, as well, the specific
rules of the BCRA contained in Communiqués “A” 6651, 6849, as amended and supplemented. The above mentioned rules and
standards established the compulsory application of such accounting method as of the financial statements for years beginning January
1st 2020. In order to carry out such re-expression the index to be applied is the national consumer price index (CPI) published
by Instituto Nacional de Estadísticas y Censos (INDEC).
Please
be advised that Banco Macro S.A. has not hired corporate and technical services from related companies pursuant which it might have been
rendered corporate and technical services during the fiscal year ended December 31st 2024, and therefore it has made no payments for such
description, this being the situation up to the present time.
iii. (Point 3) Evaluate
the management of the Board and the Supervisory Committee.
| - | Please inform the current composition of the Board
and Supervisory Committee (regular and alternate members), indicating the designation date, term of office and designation expiry date; |
| - | Provide information of any resignation or changes in
the composition of each body and new designations, provide complete name and designation dates as well as any relevant events published
before the CNV; |
| - | Inform about the management of the Board and the Supervisory
Committee during the fiscal year ended December 31st 2024. |
| - | In addition, please provide any additional supporting
data that may be relevant to discuss this item of the Agenda. |
The current composition of
the Board of Directors is as follows:
|
Name |
Position |
Designation
Date |
Designation Expiry Date – Shareholders’ Meeting evaluating the Financial Statements of the fiscal year |
| Jorge Pablo Brito |
Chairman |
04/12/2024 |
12/31/2024 |
| Carlos Alberto Giovanelli |
Vice Chairman |
04/12/2024 |
12/31/2024 |
| Nelson Damián Pozzoli |
Regular Director |
04/29/2022 |
12/31/2024 |
| Fabián Alejandro de Paul (*) |
Regular Director |
04/29/2022 |
12/31/2024 |
| Nicolás Valenzuela (*) |
Regular Director |
04/12/2024 |
12/31/2024 |
| Constanza Brito |
Regular Director |
04/12/2024 |
12/31/2026 |
| Mario Luis Vicens (*) |
Regular Director |
04/12/2024 |
12/31/2026 |
| Sebastián Palla (*) |
Regular Director |
04/12/2024 |
12/31/2026 |
| José Alfredo Sánchez |
Regular Director |
04/12/2024 |
12/31/2026 |
| Delfín Federico Ezequiel Carballo |
Regular Director |
04/25/2023 |
12/31/2025 |
| Marcos Brito |
Regular Director |
04/25/2023 |
12/31/2025 |
| Guido Agustín Gallino (*) |
Regular Director |
05/14/2024 |
12/31/2024 (1) |
| Santiago Horacio Seeber |
Alternate Director |
04/29/2022 |
12/31/2024 |
| Juan Ignacio Catalano |
Alternate Director |
04/12/2024 |
12/31/2024 |
(*) Independent Director.
(1) Guido Agustín
Gallino took office to replace J. Etchenique, whose term of office ends on 12/31/2026. The expiry of the term of office of G. Gallino
(12/31/2024) corresponds to the office it held as alternate director.
Additionally, we inform
that during the year 2024 and up to date, the Board considered the following resignations:
On
May 14th 2024 the Board accepted the resignation of Mr. Juan Facundo Etchenique as Regular Directors (ID 3199943).
On
September 25th 2024 the Board accepted the resignation of Mr. Hugo Raúl Cayetano Lazzarini as Regular Director (ID 3258304).
All
the above listed resignations were strictly for personal reasons.
The members of the Supervisory
Committee are the following:
|
Name |
Position |
Designation
Date |
Designation Expiry Date – Shareholders’ Meeting evaluating the Financial Statements of the fiscal year |
| Alejandro Almarza |
Regular Syndic |
04/12/2024 |
12/31/2024 |
| Carlos Javier Piazza |
Regular Syndic |
04/12/2024 |
12/31/2024 |
| Vivian Haydeé Stenghele |
Regular Syndic |
04/12/2024 |
12/31/2024 |
| Horacio Roberto Della Rocca |
Alternate Syndic |
04/12/2024 |
12/31/2024 |
| Francisco Javier Piazza |
Alternate Syndic |
04/12/2024 |
12/31/2024 |
| Claudia Inés Siciliano |
Alternate Syndic |
04/12/2024 |
12/31/2024 |
The Board’s administration
and the actions of the Supervisory Committee were in accordance with the provisions of the applicable legal rules and provisions.
iv. (Item 4) Application
of retained earnings as of December 31st 2024. The aggregate Retained Earnings expressed in constant currency on December 31st
2024 totals AR$ 314,113,791,042.40, to be applied as follows: a) AR$ 62,524,569,405.95 to the Legal Reserve Fund; b) AR$ 6,926,474,246.94
to the Personal Asset Tax on Business Companies (Impuesto a los Bienes Personales Sociedades y Participaciones) and c) AR$ 244,662,747,389.51
to the Optional Reserve Fund for Future Distribution of Profits, pursuant to Communique “A” 6464 and supplementary communiques
of the Central Bank of the Republic of Argentina (Banco Central de la República Argentina or BCRA).
| - | Please inform the income for the year and the proposal
regarding the application of such income. In addition, please confirm whether such proposal is the same ad that mentioned in the Annual
Report to the Board. |
| - | In the event the proposal to be evaluated is different
from the one mentioned above, please provide details of the proposal regarding the application of the income for the year, indicating
the reserves to be absorbed or to which the income for the year it to be applied, the percentage of each of them and/or the balance amount
that shall remain as accumulated balance. |
| - | Please provide detailed information on any changes
in all Reserve Funds (Legal Reserve and Reserve Fund for distribution of profits pending authorization of the BCRA), specially indicating
its current composition, date of creation and last transactions or operations. |
In the event there
is any motion to create or allocate any amounts to reserve funds:
| - | Please inform the reason for and convenience of creating
or allocating such amounts to any existing reserve funds. The explanation must be sufficiently clear and, under certain circumstances,
must express whether they are reasonable and the result of a prudent administration, all in accordance with section 66, subsection 3
and section 70 of Act No. 19550 (General Companies Act of the Republic of Argentina). |
The proposal for the distribution
of retained earnings as of December 31st 2024 is that described under item 4 of the Agenda.
Pursuant to the minutes of
the General and Special Shareholders’ Meeting held on April 16th 2012 as published in the AIF, the Company created an “Optional
Reserve Fund for Future Distribution of Profits” on the amount of AR$ 2,443,140,742.68. In addition, we inform that the “Optional
Reserve Fund for Future Distribution of Profits” account was increased as a result of the resolution approved by the General and
Special Shareholders’ Meeting dated April 11th 2013 and the General and Special Shareholders’ Meetings dated April 29th 2014,
April 23rd 2015, April 26th 2016, April 28th 2017, April 27th 2018, April 30th 2019, April 30th 2020, April 25th
2023 and April 12th 2024, which added to such account, the amount of AR$ 1,170,680,720.00; AR$ 1,911,651,322.50, AR$ 2,736,054,342.94,
AR$ 3,903,591,780.29, AR$ 5,371,581,684.69, AR$ 7,511,017,454.84, AR$ 12,583,394,397.30, AR$ 32,428,893,419.28, AR$ 33,758,916,408.68
and AR$ 468,715,308,515, respectively. In turn, the Shareholders’ Meetings held on April 29th 2014, April 23rd 2015, April 26th
2016, April 27th 2017, April 28th 2018, April 30th 2019 and April 30th 2020 resolved to separate a portion of such reserve fund equal
to AR$ 596,254,288.56, AR$ 596,254,288.56, AR$ 643,019,330.80, AR$ 701,475,633.60, AR$ 3,348,315,105.00, AR$ 6,393,977,460.00 and AR$
12,788,268,160.00, respectively, in order to pay a cash dividend. In addition, the Shareholders’ Meeting held on October 21th 2020
resolved to partially release such reserve fund in the amount of AR$ 3,791,721,509 for the payment of a supplementary dividend. Finally,
the Shareholders’ Meeting held on April 30th 2021, April 25th 2023 and April 12th 2024 resolved to release the amount of AR$ 10,000,425,701.12,
AR$ 75,040,918,149.47 and AR$ 294,130,167,680, respectively, for the payment of dividends in cash or in kind. On the other hand, pursuant
to section 64 of Law No. 26831, in the fiscal year 2018 the Bank applied AR$ 4,407,907,175.42 and in the fiscal year 2019 such reserve
was increased by the amount of AR$ 30,265,275 as a result of the capital reduction approved by the General and Special Shareholders’
Meeting held on April 30th 2019. In the fiscal year 2016 such optional reserve fund was adjusted in AR$ 368,546,288.56, since the BCRA
authorized the payment of a cash dividend of AR$ 227,708,000 for the year 2014, which was paid in March 2016. All the above-mentioned
resolutions were published in the AIF in due time and manner according to law. Be advised that the reserve fund expressed in constant
currency as of December 31st 2024 totals AR$ 1,073,452,467,762.31.
As expressed in the minutes
of the General and Special Shareholders’ Meeting held on April 30th 2022 and published in the AIF, the company created a “Reserve
Fund for Dividends pending Authorization by the BCRA” on the amount of AR$ 14,187,872,701.21 and reclassified the excess liabilities
by dividends to the date of the above mentioned shareholders’ meeting for the amount of AR$ 6,828,971,026.38, pursuant to the temporary
provisions of the BCRA rules in force. The aggregate reserve fund expressed in constant currency as of December 31st 2024 is AR$ 260,702,248,238.98.
Pursuant to the provisions
of the Financial Entities Act No. 21526, each year the Bank must apply to the legal reserve fund the proportion of its annual earnings
that the BCRA shall determine, which shall neither be less than 10% nor more than 20%. According to the rules of such entity, the Bank
shall maintain a legal reserve fund composed by 20%
of the annual profits. The last transactions in the “Legal Reserve Fund”
account are the following: AR$ 235,219,384.22, AR$ 298,724,146.29, AR$ 488,713,267.35, AR$ 695,907,205.55, AR$ 1,001,682,786.73, AR$ 1,308,459,923,
AR$ 1,877,754,363.71, AR$ 3,145,848,599.32, AR$ 8,159,955,104.82, AR$ 3,640,434,200.37, AR$ 8,607,703,822.77 and AR$ 117,460,820,732 for
the fiscal years 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2021, 2022 and 2023, respectively. The legal reserve fund expressed
in constant currency as of December 31st 2024 totals AR$ 1,002,094,050,895.24.
The optional reserves, created
by the above mentioned shareholders’ meetings, are reasonable and are the result of a prudent administration under the provisions
of subsection 3, Section 66 of the General Companies Act.
v. (Item 5) Release
of a portion of the Optional Reserve Fund for Future Distribution of Profits in order to allow the application of the amount of AR$ 300,000,000,000
to the payment of a dividend in cash or in kind, herein valued at market price, or in any combination of both alternatives, subject to
prior authorization of the BCRA. While such authorization is pending, such amount shall be applied to the optional reserve fund known
as Reserve Fund for Dividends Pending Authorization by the BCRA (hereinafter referred to as the “Reserve”). Please be advised
that such dividend is subject to a 7% withholding under section 97 of the Argentine Income Tax Law, as revised in 2019. Delegation to
the Board of Directors of the powers to release of the Reserve and determine the time, currency and other payment terms and conditions,
in accordance with the scope of the delegation resolved by the Shareholders’ Meeting. Amount expressed in constant currency as of
December 31st 2024.
| - | Provide the proposal for the distribution of dividends; |
| - | Inform the reason for and convenience of paying such
dividends; |
| - | Inform the kind and/or type of currency (Argentine
pesos, US dollars or other type of foreign currency) in which such proposed dividends are to be paid; |
| - | Inform the total amount to be paid per outstanding
share and the dividend percentage on the outstanding capital stock; |
| - | Provide information as to the liquid assets the Company
actually has to make the distribution of dividends; |
| - | Inform whether the Company is subject to any restrictions
and/or policies regarding the distributions of dividends in force at the time of the present Meeting; |
| - | Since under Resolution No. 777/18 issued by the CNV
(Argentine Securities Exchange Commission) any distribution of dividends is to be considered in the currency of the date on which the
Shareholders’ Meeting held applying the price index of the month immediately preceding such meeting, please confirm if the proposal
is to be re-expressed. In such case, indicate the index to be used and the amounts re-expressed. |
| - | Inform whether you intend to delegate to the Board/subdelegate
to certain authorized persons the powers to determine the manner and date for the payment of such dividends. If that is the intention,
please indicate the estimated term for the effective distribution of dividends, the powers you shall delegate/subdelegate and to which
members of the Board or other persons shall you delegate such powers. |
The proposal for the distribution
of dividends is that described in item 5 of the Agenda.
The motion to release a portion
of the Optional Reserve Fund for Future Distribution of Profits, in order to allow the application of the amount of AR$ 300,000,000,000
to the payment of a dividend in cash or in kind, subject to prior authorization of the BCRA, is based on the changes in income and the
preservation of satisfactory ratios of liquidity and solvency.
The total amount that the
entity proposes to pay per share is AR $ 469.1800269540, which shall represent a total amount to be distributed of AR $300,000,000,000
(46.918% of the Bank's capital of AR $639,413,408).
Please be advised that, through
Communique "A" 8214 issued on March 13th 2025, the BCRA established that up to December 31st 2025, the financial entities that
have obtained the relevant prior authorization shall be able to distribute profits in 10 monthly equal and consecutive instalments as
of June 30th 2025, and not before the second-to-last business day of the following months for up to 60% of the amount the entity would
have been authorized to distribute under the provisions on "Distribution of Income" issued by the BCRA.
The request of authorization
for the payment of dividends shall be submitted to the BCRA once the distribution is approved by the Shareholders’ Meeting.
As a financial institution,
the Bank is subject to the rules of the BCRA, which does not provide that the distribution of profits shall be updated in the currency
of the date of the Shareholders' Meeting.
Additionally, please be advised
that as mentioned in item 5 of the Agenda, the motion to delegate powers to determine the time, currency, terms and other payment terms
and conditions, shall be the responsibility of the Board as governing body.
vi. (Item 6) Evaluate
the remuneration of the members of the Board for the fiscal year ended December 31st 2024 within the limit as to profits provided for
in section 261 of Act 19550 and the Rules of the CNV.
| - | Please provide the proposed remunerations for the fiscal
year ended December 31st 2024. |
In addition, please
provide the following information:
| - | number of Board members and how many of them are paid
a remuneration; |
| - | the aggregate amount of advance payments allocated
as fees to the Board as of December 31st 2024. If such payments were made, please indicate the amount received by each director
in advance; |
| - | inform if the global amount proposed includes additional
payments for the performance of technical and administrative tasks, for participating as member of the Audit Committee and/or of any
other Special Committees. In case such additional payments were made, please specify the amount received for the technical and administrative
tasks including a description of the work done, the amounts received by the Special Committees and/or the amounts received for participating
in the Audit Committee by director; |
| - | inform whether the global amount proposed includes
remunerations to directors employed by the Bank. |
If yes, please provide the number of directors who are
working in this situation, the received by each of them and the tasks and functions each director performs.
| - | Finally, please inform whether the Board shall be authorized
to advance any fees for the fiscal year beginning on January 1st 2025. Also, please indicate the term within which such advance
payments shall be made and the amounts thereof. In addition, please provide a detailed description of the parameters you would use to
determine the amount of such advance fees. |
| - | Additionally, please provide comparative information
of the amount approved for the last fiscal year and the proposal for the fiscal year ended December 31st 2024, identifying
the number of members in each fiscal year. |
The proposal of fees to the
directors for the above mentioned period was made available to the public in due time and manner according to law by publishing it in
the AIF, as provided for by the Rules of the CNV.
The financial statements
for the period ended December 31st 2024 include in the Statements of Income the amount of AR$ 13,002,492,728 as remunerations to the members
of the Board. Such proposal, as in previous years, does not exceed the limits established under section 261 of Act 19550 and the Rules
of de CNV. The values in nominal currency amount to AR$ 12,072,408,576.17 and the adjustment to express such values in constant currency
as of December 31st 2024 amount to AR$ 930,084,152.83.
To date, the Board is composed
of twelve regular members and two alternate members. The allocation of the individual remuneration to the directors shall be submitted
in due time to the Board and the Board shall comply with the provisions of section 75 of Decree 471/2018, as provided for in the Construction
Criterion No. 45 of the CNV.
During the fiscal year 2024,
all the directors performed technical and administrative tasks, save for the independent directors.
No director is employed by
the Bank.
The members of the Audit
Committee receive no additional fees to those they are entitled to for the performance as directors.
As is standard practice
in the Bank, advance payments are made on a monthly basis to the directors for their performance in such capacity. Each year, the total
amount of fees paid under this description during the financial year is submitted to the Shareholders' Meeting for consideration.
In this regard, we inform
the following:
| Remunerations to the Board |
Approved for Year ended 12/31/2023 |
Approved for Year ended 12/31/2024 |
| Global Amount |
AR$ 18,632,681,333.330 |
AR$ 12,072,408,576.17 |
| Nominal increase/ decrease |
|
- AR$ 6,560,272,757.16 |
| Nominal increase/ decrease |
|
-35.21% |
Figures expressed in nominal
values of each moment.
vii. (Item 7) Evaluate
the remuneration of the members of the Supervisory Committee for the fiscal year ended December 31st 2024. Please provide the following
information:
| - | the proposed remunerations to the members of the Supervisory
Committee for the fiscal year ended December 31st 2024; |
| - | the breakdown of the total amount proposed and the
amount per syndic as well as any amounts paid in advance per member during the fiscal year ended December 31st 2024; |
| - | Finally, please inform whether the Board shall be authorized
to advance any fees to the Supervisory Committee for the fiscal year beginning on January 1st 2025. Identify advance fees
of each syndic. Also, please indicate the term within which such advance payments shall be made and the amounts thereof. In addition,
please provide a detailed description of the parameters you would use to determine the amount of such advance fees. |
| - | In addition, please provide comparative information
of the amount approved for the last fiscal year and the proposal for the fiscal year ended December 31st 2024, identifying
the number of members in each fiscal year. |
Please be advised that the
amount proposed as fees to the members of the supervisory committee in nominal currency amounts to AR$ 135,027,000. Please be advised
that it includes the amount of AR$ 36,000,000, which corresponds to fees for the work of 3 syndics of Banco BMA S.A. during the fiscal
year 2024. The adjustment to express such amount in constant currency on December 31st 2024 is AR$ 26,111,528.
As to the breakdown of the
individual amount paid to each syndic for his performance during the year 2024, the Bank shall comply with the provisions of section 75
of the Decree No. 471/2018, all in accordance with the provisions of the Construction Criterion No. 45 issued by the CNV.
As is standard practice
in the Bank, advance payments are made on a monthly basis to the syndics for their performance in such capacity. Each year, the total
amount of fees paid under this description during the financial year is submitted to the Shareholders' Meeting for consideration.
In this regard, we inform
the following:
| Remunerations to the Supervisory Committee |
Approved for Year ended 12/31/2023 |
Approved for Year ended 12/31/2024 |
| Global Amount |
AR$ 27,585,000 |
AR$ 135,027,000 |
| Nominal increase/ decrease |
|
AR$ 107,442,000 |
| Nominal increase/ decrease |
|
389.49% |
Figures expressed in nominal
values of each moment.
viii. (Point 8) Evaluate
the remuneration of the independent auditor for the fiscal year ended December 31st 2024.
| - | Please provide the proposal of the remuneration to
be paid to the independent auditor for the fiscal year ended December 31st 2024 and the real amount paid under such description
for the previous fiscal year, indicating whether there were any changes in tasks as compared with those performed for the immediately
preceding financial statements. |
| - | If there is a considerable increase, please provide
the reasons for such increase. |
| - | In addition, please inform the amount paid with respect
to the last fiscal year, indicating whether such amount includes any taxes or not. |
The independent auditor´s
fees for the year ended 31 December 2024 amounts to AR$ 1,103,139,164 plus VAT. The effective amount enforced for the year 2023 is the
same as the amount approved by the Shareholders’ Meeting held on April 2023, i.e. AR$ 353,388,900 plus VAT. Please be advised there
have been no changes in tasks or functions compared to those performed for the immediately preceding financial statements. Please
be advised there have been no changes in tasks or functions compared to those performed for the immediately preceding financial statements,
except for those related to the special balance sheet prepared as a result of the merger with Banco BMA S.A.U.
The increase
corresponds to the variation in the CPI during the 2024 financial year and to the tasks indicated in connection with the merger.
ix. (Item 9) Appoint
five regular directors and three alternate directors to hold office for three fiscal years, in order to fill the vacancies originated
by the termination of the relevant terms of office.
| - | Please inform the proposed designation of regular and
alternate members of the Board, indicating the complete name of all nominees proposed, term of office and their background information
and/or resumes evidencing their suitability for the position, as well as whether they will be independent. |
In connection with the next
General and Special Shareholders’ Meeting, as evidenced by the relevant event published in the AIF last March 7th, Mr. Delfín
Jorge Ezequiel Carballo, in his capacity as shareholders, and the attorneys-in-fact of Banco de Servicios y Transacciones S.A., trustee
of the shareholder Fideicomiso de Garantía JHB BMA, communicated they intend to propose as regular directors, for three years,
the designation of Mr. Jorge Pablo Brito, Carlos Alberto Giovanelli, Nelson Damián Pozzoli and Fabián Alejandro de Paul
and as alternate directors for three years, the designation of Mr. Santiago Horacio Seeber and Juan Ignacio Catalano.
Please be advised that Mr.
Jorge Pablo Brito, Carlos Alberto Giovanelli, Nelson Damián Pozzoli and Fabián Alejandro de Paul are regular directors and
Mr. Santiago Horacio Seeber and Juan Ignacio Catalano are alternate directors of the Bank, and were authorized by the BCRA in accordance
with the Revised Text “Financial Entity Authorities”. The character of independence will be expressed in the Shareholder´s
meeting at the time of its appointment.
Below, please find the background
information of the nominees to be proposed by the above mentioned shareholders:
Jorge Pablo Brito was born on June
29, 1979. Mr. Brito is the Chairman of our Board of Directors since March 15, 2023. Previously he was the Vice Chairman of our Board since
November 30, 2020, Director since April 30, 2020 until November 30, 2020 and the vice chairman of our board since April 27, 2018 until
April 30, 2020. He has been a member of our Board of Directors since 2002 and our Chief Financial Officer since April 16, 2012 until November
8, 2017. In the financial sector, he held the position of incumbent director of Nuevo Banco de Suquía S.A. (2004-2007), Nuevo Banco
Bisel S.A. (2006-2009), Banco Privado de Inversiones S.A. (2010-2013), Mercado Abierto Electrónico S.A. (2013-2015), Macro Securities
S.A. (2004-2022) and Banco BMA S.A.U. (2023-2024). He also serves as chairman of the Board of Directors of BMA Valores S.A., Inversora
Juramento S.A. and Fiduciaria JHB S.A. and as incumbent director of Genneia S.A.
Carlos Alberto Giovanelli was born
on April 6, 1957. He is a Vice Chairman of our Board of Directors since March 15, 2023 and he has been a member of our Board since April
26, 2016. In the financial sector, he worked as Deputy Credit Manager (1980-1983), Branch Deputy Manager (1983-1986), Credit Officer (1986-1989)
and Deputy Commercial Manager (1991-1997) of La Sucursal de Citibank N.A., established in Argentina. He was Vice President of Investment
Banking in Citibank, N.A. (1989-1991) and Vice President of Planning in La Sucursal de Citibank N.A., established in Argentina (1997-2003).
He also held the position of Deputy Chairman of Asociación de Bancos (2001-2002), incumbent director of Banco Patagonia S.A. (2007-2016)
and Deputy Chairman of Banco BMA S.A.U, (2023-2024). Mr. Giovanelli also serves as chairman of Havanna S.A, and Inverlat Investments S.A.
He is also Vice-Chairman of BMA Valores S.A., Impresora Contable S.A, Havanna Holding S.A., Desarrollo Epsilon S.A. and Aspro Servicios
Petroleros S.A.
Nelson Damián Pozzoli was
born on May 6, 1966. He has been a member of our Board of Directors since April 26, 2016. Mr. Pozzoli holds a degree in public accounting
from Universidad Católica Argentina. In the financial sector, he was Director of La Sucursal de Citibank N.A., established in the
República Argentina (1989-1992), Head of Capital Markets (1992-1994) and Corporate Banking Manager (1996-1997) of ABN AMRO Bank
Argentina, Head of Equity (LATAM origination) of ABN AMRO Netherlands (1994- 1995) and Corporate Banking Manager of ABN AMRO Bank USA
(1995- 1996). He also held the position of Director of Banco Liniers Sudamericano (1997-1998), Investment Banking Manager of the Bankers
Trust (1997- 1999) and worked for the Chase Manhattan Bank and the First National Bank of Chicago from 1998 to 1999. He was also General
Manager of Deutsche Bank Argentina (1999-2003). He also serves as chairman of Aspro Servicios Petroleros S.A. He is also Vice-Chairman
of Inverlat Investments S.A. and he is incumbent director of Macro Bank Limited, Impresora Contable S.A., Desarrollo Epsilon S.A and Cablevisión
Holding S.A. Furthermore, he serves as alternate Director of Havanna S.A. and Havanna Holding S.A.
Fabián Alejandro de Paul
was born on September 6, 1963. He was appointed as director on April 30, 2019. He has been an alternate member of our Board of Directors
since April 28, 2017. Mr. de Paul holds a degree in accounting from Universidad de Buenos Aires. Mr. de Paul worked in the Corporate Finance
area of Citibank, N.A. (1989-1994), was Director of Investment Banking at Merrill Lynch & Co. (1994-1997), was Manager of CEI Citicorp
Holdings S.A. (1997-2000), he served as Regional Financial Director of Louis Dreyfus Commodities (2001-2009) and served as Regional Executive
Director of Louis Dreyfus Commodities (2007-2009). He also held the position of incumbent director of Mercado Abierto Electrónico
S.A. and Argencontrol S.A. in 2019.
Santiago Horacio Seeber was born
on March 27, 1977. Mr. Seeber was appointed as alternate director on April 29, 2022 and previously was appointed as director from November
30, 2020 through April 29, 2022 and he has been an alternate member since 2018 to 2020 and since 2012 to 2016. Mr. Seeber served in different
positions in the Bank since November 2002. He also serves as chairman of the Board of Directors of LAB Real Estate S.A., Bricsa Holding
S.A., New Lines S.A., MediaInvest S.A. and Hangar NB S.A., as vice-chairman of Anglia S.A. and as director of Inversora Juramento S.A.
Juan Ignacio Catalano was born on
January 25, 1984. He was appointed as alternate director on April 12, 2024. Mr. Catalano holds a degree in Business Economics from Universidad
Torcuato Di Tella and a Postgraduate Degree in Finance from Universidad Católica Argentina. Previously, he held different positions
at Macro Securities S.A.U. from 2009 to 2018.
x. (Item 10) Appoint
one regular director for one fiscal and one regular director for two fiscal years to fill the vacancy created as a consequence of the
resignation submitted by Mr. Hugo Raúl Lazzarini and Juan Facundo Etchenique, respectively and to complete the term of office
of both.
| - | Please inform the proposal to designate the vacancies
mentioned in the item of the Agenda, indicating the complete name of the nominee proposed, term of office and their background information
and/or resumes evidencing their suitability for the position. |
The proposal shall be made
by the shareholders at the General and Special Shareholders’ Meeting called for April 4th 2025.
xi. (Point 11) Establish
the number and designate the regular and alternate members of the Supervisory Committee who shall hold office for one fiscal year.
| - | Inform the number of regular and alternate members
that shall compose the Supervisory Committee. |
| - | Please inform the proposal for the appointment of the
regular and alternate members of the Supervisory Committee, indicating the complete name of all nominees proposed, term of office and
their background information and/or resumes evidencing their suitability for the position. |
The proposal shall be made
by the shareholders at the General and Special Shareholders’ Meeting called for April 4th 2025.
xii. (Point 12) Appoint
the independent auditor for the fiscal year to end on December 31st 2025.
| - | Please inform the proposal for the appointment of such
independent auditor (complete names of all nominees and name of the audit and/or accounting firm), both regular and alternate, including
their background information evidencing they are qualified to hold office. |
Pursuant to the sworn statements
published in the AIF, the Accountants Eleonora Prieto Rodriguez and Ignacio Alberto Pío Hecquet, members of the audit company Pistrelli,
Henry Martin y Asociados S.A., shall be proposed as candidates to be designated as Regular Independent Auditor and Alternate Independent
Auditor, respectively, the eligibility and suitability of both is supported by such sworn affidavits.
xiii. (Point 13) Determine
the Audit Committee’s budget.
| - | Please inform who shall be the members of this Committee
as well as the budget for the year to end 12/31/2025. |
| - | In addition, please inform the amount actually disbursed
for this same description in the last fiscal year. |
The members of the Audit
Committee are Mr. Mario Luis Vicens, Fabián Alejandro de Paul and Sebastián Palla.
The budget to be proposed
for the Audit Committee for the year 2025 is AR$ 2,000,000.
| Audit Committee’s budget |
Approved Fiscal Year 2024 |
Proposal Fiscal Year 2025 |
| Global Amount |
AR$ 24,300,000 |
AR$ 2,000,000 |
| Nominal Increase (vs previous year) |
AR$ 13,996,500 |
AR$ -22,300,000 |
| Percentage Increase |
135.84% |
-91.77% |
The Budget for the year 2024 included the hiring
of external consultants and training that in the end we did not hire.
xiv. (Point 14) Evaluate the amendment of
sections 25, 26, 28 and 31 of the bylaws.
| - | Please inform about the reasonableness and convenience
of the proposed amendments. |
| - | In addition, please provide a comparative table with
the current text and the proposed changes and inform as well the status of the proceedings filed with Comisión Nacional de Valores
(CNV) pursuant to section 8 of Article II of Chapter IV (Corporate Supervision) under Title II (Issuers) of General Resolution No. 622/2013
issued by CNV (Revised 2013). In the event there are any objections by the CNV, please inform such objections by attaching a copy of
the relevant document or text. |
The Company thinks the amendment of sections 25,
26, 28 and 31 of the bylaws is reasonable and convenient, since they are aimed at incorporating the possibility of holding Shareholders'
Meetings and meetings of the Supervisory Committee remotely.
Attached as Exhibit I is the proposed amendment
to the bylaws in a comparative table showing the current wording of such sections, the proposed wording and a mark-up version, with no
objections from CNV so far.
xv. (Point 15) Approval of the amended and
restated bylaws.
| - | Please provide a copy of the final proposed amended
and restated bylaws for approval. |
Attached as Exhibit II is the draft of the amended
and restated bylaws to be discussed and evaluated by the Shareholders’ Meeting.
xvi. (Point 16) Authorization
to carry out all acts and filings that are necessary to obtain the administrative approval and registration of the resolutions adopted
at the Shareholders’ Meeting.
| - | Please provide the names of the persons that shall
be authorized to such effect, their labor relationship with the Company, if any, and their position within the Company, if applicable. |
In addition, please provide any additional
supporting data that may be relevant to discuss this item of the Agenda.
The proposal shall be made
by the shareholders at the General and Special Shareholders’ Meeting called for April 4th 2025.
Sincerely,
Jorge Francisco Scarinci
Head of Market Relations
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: March 20, 2025
| |
MACRO BANK INC. |
|
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Jorge F. Scarinci |
|
| |
Name: |
Jorge F. Scarinci |
|
| |
Title: |
Chief Financial Officer |
|
Exhibit I
| |
 Av.
Eduardo Madero 1182 – C1106ACY
Ciudad
Autónoma de Buenos Aires
República
Argentina
0810-555-2355
www.macro.com.ar |
| Current Text |
Proposed Text |
Text with revision marks |
| SECTION 25. The corporate body contemplated in the paragraph above shall supervise the Company to the extent provided under the Commercial Companies Law. |
SECTION 25. The corporate body contemplated in the paragraph above shall supervise the Company to the extent provided under Law 19550, as amended. The Supervisory Committee shall be composed of three (3) regular members and three (3) alternate members, and the remuneration of its members shall be determined by the Shareholders’ Meeting. Regular members of the Supervisory Committee shall be replaced in the event of impediment or absence by any designated alternate member. The Supervisory Committee shall meet at least every three months and shall hold meetings and adopt resolutions with the presence and affirmative vote of at least two (2) of its members. The meetings of the Supervisory Committee may be held in person or remotely with its members communicated among each other through any means allowing simultaneous sound, image and word transmission such as video conferences or any similar tools, pursuant to the rules and regulations of the Comisión Nacional de Valores. When meetings are held remotely, free accessibility and participation with voice and vote of all members must be guaranteed, leaving a record in the minutes of those who participated remotely and the regularity of the decisions adopted. The resolutions shall be transcribed in the corresponding book of minutes and must be signed within five (5) business days of the meeting. |
SECTION 25. The corporate body contemplated in the paragraph above shall supervise the Company to the extent provided under the Commercial Companies Law 19550, as amended. The Supervisory Committee shall be composed of three (3) regular members and three (3) alternate members, and the remuneration of its members shall be determined by the Shareholders’ Meeting. Regular members of the Supervisory Committee shall be replaced in the event of impediment or absence by any designated alternate member. The Supervisory Committee shall meet at least every three months and shall hold meetings and adopt resolutions with the presence and affirmative vote of at least two (2) of its members. The meetings of the Supervisory Committee may be held in person or remotely with its members communicated among each other through any means allowing simultaneous sound, image and word transmission such as video conferences or any similar tools, pursuant to the rules and regulations of the Comisión Nacional de Valores. When meetings are held remotely, free accessibility and participation with voice and vote of all members must be guaranteed, leaving a record in the minutes of those who participated remotely and the regularity of the decisions adopted. The resolutions shall be transcribed in the corresponding book of minutes and must be signed within five (5) business days of the meeting. |
| SECTION
26. The Meetings shall be Ordinary or Special, according to the business to be transacted, and according to the competence in
each case provided under the legal rules in effect. The annual Ordinary Meeting shall be held to the purposes established under Law 19550,
as amended, and by the rules of Comisión Nacional de Valores, within four months after the close the fiscal year. Likewise, a
meeting shall be held upon request of each Board of Directors, the Supervisory Committee or shareholders representing at least five |
SECTION 26. The Meetings shall be Ordinary or Special, according to the business to be transacted, and according to the competence in each case provided under the legal rules in effect. The annual Ordinary Meeting shall be held to the purposes established under Law 19550, as amended, and by the rules of Comisión Nacional de Valores, within four months after the close the fiscal year. Likewise, a meeting shall be held upon request of each Board of Directors, the Supervisory Committee or shareholders representing at least five |
SECTION
26. The Meetings shall be Ordinary or Special, according to the business to be transacted, and according to the competence in
each case provided under the legal rules in effect. The annual Ordinary Meeting shall be held to the purposes established under Law 19550,
as amended, and by the rules of Comisión Nacional de Valores, within four months after the close the fiscal year. Likewise, a
meeting shall be held upon request of each Board of Directors, the Supervisory Committee or shareholders representing at least five |
| |
Av.
Eduardo Madero 1182 – C1106ACY
Ciudad
Autónoma de Buenos Aires
República
Argentina
0810-555-2355
www.macro.com.ar |
| percent
(5%) of the capital stock, whenever they deem it appropriate. |
percent (5%) of the capital stock, whenever they deem it appropriate. The Meetings may be held with their participants present or remotely,
communicated with each other by means of simultaneous transmission of sound, images and words such as videoconferences or any other similar
tools, and must guarantee, in all cases, the equal treatment of the participants and the participation in person by the shareholders
who so decide. When the Meetings are held with remote participation, the following minimum requirements must be guaranteed and/or
those that the regulations in force provide at the time of holding the Meeting: 1) free access to meetings and participation, with the
right to speak and vote, for all shareholders who have duly proved their identity; 2) notice of the Meeting and its communication through
the applicable legal and statutory means, shall clearly and simply state the means of communication chosen to hold the Meeting, the way
to access that shall allow such remote participation, and such notice of meeting may be sent by e-mail from the Company’s e-mail
address to the electronic address established for this purpose by each shareholder, without prejudice to the official notices
that must be made as well; 3) record in the minutes of the meeting the persons who attended the meeting, the place where they were at
that time and the capacity in which they participated in the meeting held remotely; 4) ensure access to the recording of the meeting
in digital format from its registered office for a period of five (5) years, which recording must be available to the Comisión
Nacional de Valores and to any shareholder who requests it; 5) the minutes of the meetings held as described above, shall be transcribed
in the corresponding corporate book and signed, within five (5) business days, by the Chairman, by the shareholders designated for that
purpose and a representative of the supervisory committee; 6) the supervisory committee must: (i) exercise its powers during all stages
of the meeting, (ii) |
percent (5%) of the capital stock, whenever they deem it appropriate.
The Meetings may be held with their participants present or remotely, communicated with each other
by means of simultaneous transmission of sound, images and words such as videoconferences or any other similar tools, and must guarantee,
in all cases, the equal treatment of the participants and the participation in person by the shareholders who so decide. When the
Meetings are held with remote participation, the following minimum requirements must be guaranteed and/or those that the regulations
in force provide at the time of holding the Meeting: 1) free access to meetings and participation, with the right to speak and vote,
for all shareholders who have duly proved their identity; 2) notice of the Meeting and its communication through the applicable legal
and statutory means, shall clearly and simply state the means of communication chosen to hold the Meeting, the way to access that shall
allow such remote participation, and such notice of meeting may be sent by e-mail from the Company’s e-mail address to the electronic
address established for this purpose by each shareholder, without prejudice to the official notices that must be made as well;
3) record in the minutes of the meeting the persons who attended the meeting, the place where they were at that time and the capacity
in which they participated in the meeting held remotely; 4) ensure access to the recording of the meeting in digital format from its
registered office for a period of five (5) years, which recording must be available to the Comisión Nacional de Valores and to
any shareholder who requests it; 5) the minutes of the meetings held as described above, shall be transcribed in the corresponding
corporate book and signed, within five (5) business days, by the Chairman, by the shareholders designated for that purpose and a representative
of the supervisory committee; 6) the supervisory committee must: (i) exercise its powers during all stages of the meeting, (ii) |
| |
Av.
Eduardo Madero 1182 – C1106ACY
Ciudad
Autónoma de Buenos Aires
República
Argentina
0810-555-2355
www.macro.com.ar |
| |
verify
that all shareholders present can exercise their right to speak and vote throughout the course of the meeting, (iii) record the regularity
of the decisions adopted in accordance with legal, regulatory and statutory provisions in force, particularly meeting the minimum requirements
provided for in the rules of Comision Nacional de Valores for the holding of remote meetings. The powers of the supervisory committee
may be exercised by one of its members acting on its behalf. |
verify
that all shareholders present can exercise their right to speak and vote throughout the course of the meeting, (iii) record the regularity
of the decisions adopted in accordance with legal, regulatory and statutory provisions in force, particularly meeting the minimum requirements
provided for in the rules of Comision Nacional de Valores for the holding of remote meetings. The powers of the supervisory committee
may be exercised by one of its members acting on its behalf |
| SECTION 28. The resolutions of the ordinary and special meetings, on a first or second call, shall be adopted by an absolute majority of the votes present. In special assumptions, the majorities required shall be the requisite statutory majorities. |
SECTION 28. The resolutions of the ordinary and special meetings, on a first or second call, shall be adopted by an absolute majority vote. For the purposes of quorum and majorities, both the shareholders present in person and those who participate remotely will be computed. |
SECTION 28. The resolutions of the ordinary and special meetings, on a first or second call, shall be adopted by an absolute majority of the votes present. For the purposes of quorum and majorities, both the shareholders present in person and those who participate remotely will be computed. |
| SECTION 31. Shareholders may be represented at Meetings through a power of attorney passed into a private instrument, whose signatures shall be duly authenticated by any court, notarial or bank authority. Shareholders or its representatives shall affix their signatures in the Book of Attendance provided to that end. The minute of the Meeting that shall summarize the representations and resolutions resulting from the agenda discussed shall be prepared and signed by the Chairman, and the associates appointed to the effect. The Ordinary Shareholders’ Meeting shall be held at the date fixed by the Board of Directors or by whoever is authorized to convene it. The meeting shall discuss all subjects listed under Law 19550, as amended. The Meeting shall also be informed about the ongoing business of the Company, and the principal politics and main projects in the fiscal year, accounting criteria, and rules followed in the preparation of the financial information. The Special Shareholders’ Meeting shall be entrusted the treatment of the items described under Law 19550, as amended. The Special Shareholders’ Meetings shall be held exclusively to consider those matters with effects on the shareholders of the |
SECTION 31. Shareholders may be represented at Meetings through a power of attorney passed into a private instrument, whose signatures shall be duly authenticated by any court, notarial or bank authority. Shareholders or its representatives shall affix their signatures in the Book of Attendance provided to that end. Those shareholders or representatives who participate remotely must be recorded in the Attendance Book, who will be exempt from signing it, and the President and a representative of the Supervisory Committee must certify with their signature the presence of such shareholders or representatives who participated remotely. The minute of the Meeting that shall summarize the representations and resolutions resulting from the agenda discussed at the Meeting shall be prepared and signed by the Chairman, the shareholders appointed to the effect and the representative of the Supervisory Committee. The Ordinary Shareholders’ Meeting shall be held at the date fixed by the Board of Directors or by whoever is authorized to convene it. The meeting shall discuss all subjects listed under Law 19550, as amended. The Meeting shall also be informed about the ongoing business of the Company, and the |
SECTION 31. Shareholders may be represented at Meetings through a power of attorney passed into a private instrument, whose signatures shall be duly authenticated by any court, notarial or bank authority. Shareholders or its representatives shall affix their signatures in the Book of Attendance provided to that end. Those shareholders or representatives who participate remotely must be recorded in the Attendance Book, who will be exempt from signing it, and the President and a representative of the Supervisory Committee must certify with their signature the presence of such shareholders or representatives who participated remotely. The minute of the Meeting that shall summarize the representations and resolutions resulting from the agenda discussed at the Meeting shall be prepared and signed by the Chairman, and the associates shareholders appointed to the effect and the representative of the Supervisory Committee. The Ordinary Shareholders’ Meeting shall be held at the date fixed by the Board of Directors or by whoever is authorized to convene it. The meeting shall discuss all subjects listed under Law 19550, as amended. The Meeting shall also be informed about the ongoing business of the |
| |
Av.
Eduardo Madero 1182 – C1106ACY
Ciudad
Autónoma de Buenos Aires
República
Argentina
0810-555-2355
www.macro.com.ar |
| relevant
class of shares. Any amendments to the Bylaws approved by the Special Shareholders’ Meeting shall be subject to the controlling
agencies’ approval. |
principal
politics and main projects in the fiscal year, accounting criteria, and rules followed in the preparation of the financial information.
The Special Shareholders’ Meeting shall be entrusted the treatment of the items described under Law 19550, as amended. The Special
Shareholders’ Meetings shall be held exclusively to consider those matters with effects on the shareholders of the relevant class
of shares. Any amendments to the Bylaws approved by the Special Shareholders’ Meeting shall be subject to the controlling agencies’
approval |
Company,
and the principal politics and main projects in the fiscal year, accounting criteria, and rules followed in the preparation of the financial
information. The Special Shareholders’ Meeting shall be entrusted the treatment of the items described under Law 19550, as amended.
The Special Shareholders’ Meetings shall be held exclusively to consider those matters with effects on the shareholders of the
relevant class of shares. Any amendments to the Bylaws approved by the Special Shareholders’ Meeting shall be subject to the controlling
agencies’ approval. |
EXHIBIT II
DRAFT OF RESTATED BYLAWS OF BANCO MACRO S.A.
TITLE I — NAME, ADDRESS AND DURATION
OF THE COMPANY. Corporate name and address. SECTION 1: Banco Macro Bansud S.A., the surviving entity of Banco Bansud S.A., which
is, in turn, the surviving entity of Banco del Sud Sociedad Anónima, continues carrying on businesses under the name of BANCO MACRO
S.A., with principal place of business in the City of Buenos Aires. The Bank may establish branches, affiliates, of any kind or nature
whatsoever, representations or correspondent offices, either within or outside the country, whether or not assigning to them a specified
capital amount, in accordance with applicable legal and banking rules in effect. Duration. SECTION 2. The duration of
the company is established until March 8, 2066. TITLE II CORPORATE PURPOSE. Activities. SECTION 3. The purpose of the
company is to engage within or outside the country, (a) in any banking transactions contemplated and authorized under the Ley de Entidades
Financieras (Argentine Financial Institutions Law), and other laws, rules and regulations governing banking activity in the place of performance,
under the guidelines and with prior authorization if appropriate, of Banco Central de la República Argentina; (b) under any category
of “Agent” in the terms of the Capital Markets Law No. 26,831 and supplementing regulations, in connection with
transactions contemplated under the legal provisions in effect governing the activity, under the guidelines and with the prior authorization
of Comisión Nacional de Valores. To that effect, the company avails of full legal capacity to achieve rights, incur obligations,
and execute any kind of acts and transactions related thereto. (c) To have an interest in other domestic or foreign financial institutions
and/or companies with the prior authorization of Banco Central de la República Argentina and in compliance with the rules
of such entity, as applicable. CAPITAL STOCK AND SHARES. SECTION 4. The Company may, under a resolution of the Shareholders’
Meeting request from the competent authorities, that all or any of its representative shares of capital stock are admitted to listing
in domestic and/or foreign stock exchanges or securities markets. As long as the company is authorized to make a public offer of its shares,
the amount of capital stock, and any changes therein shall be shown on the Company’s balance sheet, with additional information
on the increases already recorded with Registro Público. Increase in capital and classes of shares. Conversion of Class
“A” Shares into Class “B” Shares. SECTION 5. The capital stock may be increased up to five times by an
action taken at the Ordinary Meeting of Shareholders, which shall provide for the characteristics of the shares, and may delegate the
time of issue, form and terms of payment to the Board of Directors. Provided that the Company is authorized to publicly offer its shares,
the capital stock may be increased without limitation by decision of the Ordinary Meeting of Shareholders. The shares shall have AR$1
(one Peso) par value each, and may be: (a) issued in a book-entry or certificated form, and in the latter case, may be issued as registered,
non-endorsable shares; (b) common or preferred shares, pursuant to applicable law. Common shares shall be Class A shares entitling their
holders to five votes each; or Class B shares entitling their holders to one vote per share. To the extent that the Company shall remain
subject to public offering requirements, no new shares giving plural voting rights to their holders shall be issued other than such shares
as may be issued as a result of any capital adjustment capitalization or as may be otherwise hereinafter issued under applicable rules
and regulations. Any preferred shares shall give their holders a preferred fixed dividend, cumulative or not, according to the terms and
conditions of issuance. Preferred shares may also grant an additional participation in realized net profits, and a prior right to capital
reimbursement in case of the Company’s liquidation or winding up. Preferred shares shall give no voting rights, except in case that
any such rights may be granted under applicable legal rules, and may be redeemable in whole or in part, subject to the conditions set
forth under applicable rules and regulations and as may be provided for at the time of issuance. The Board of Directors shall, upon request
of any holder of class A common shares, convert any such shares in whole or in part, into class B common shares, provided that the Board
of Directors shall previously confirm the absence of any restrictions which may prohibit or otherwise limit any such exchange. No new
shares shall be issued unless any shares already issued by the Company are subscribed and totally paid-in. Any capital increase shall
be made by, among others, a capitalization of reserves made to that effect, additional contributions by shareholders or any third parties,
provided that any applicable legal provisions are at any time complied with. The capital stock may be decreased by an action taken at
a Special Shareholders’ Meeting, subject to any such authorization as may be necessary according to applicable rules and regulations. Book-entry
shares. SECTION 6. Book-entry shares shall be recorded with accounts maintained in the name of titleholders in a record kept
to that effect, to be carried by the Company, other bank or caja de valores (entity that clears and holds securities in custody). The
transmission of shares shall be registered under the records, always in compliance with the other requirements provided under any legal
and regulatory provisions. The shares shall be always with
the same value in Argentine currency, and shall confer the same rights within
each class. SECTION 7. Shares and/or representative securities thereof shall be non-divisible; notwithstanding shares
may be subscribed in the name of companies, only one person shall be recognized as owner for each security. On that account, in the case
of co ownership, the unification of representation shall be required for the enforcement of rights, and performance of corporate obligations.
In the case of certified notes, they shall be represented by a global security. Common shares. SECTION 8. Common shares
shall entitle their holders to preferential subscription and preemptive rights for new shares of the same class, ratably over the shares
they could have subscribed at that time, in accordance with the legal provisions in effect. In the event a successive or simultaneous
issue of shares of the same class is decided, all shareholders shall avail of a subscription right ratably over the number of shares under
their ownership, irrespective of their class. Issue of shares. SECTION 9. As long as the company is authorized to make
a public offering of its shares, section 62 bis of Capital Markets Law No. 26,831 shall apply and the right of accretion shall not apply. SECTION
10. Whenever an increase in the nominal value of shares will eventually cause any shareholder to be unable to cover the full
amount of one share with its subscribed capital, the shareholder shall be served a notice to subscribe the unsubscribed portion of that
share until completion, within a thirty-day term. By the end of that period, the shareholder shall cease all title in such capacity, and
the Company shall make available to the shareholder any capital amount that may have subscribed, determined on the basis of the ratable
value over equity during the most recent balance sheet, plus any due updating until the date the funds are made available. The Company
shall proceed to selling off the relevant fractional interest in shares to other shareholders and/or third parties which, in turn, shall
subscribe the capital shortages required to be rounded up to the nearest full amount of the share. The same process shall apply in connection
with fractional interest in shares. Whenever the Company’s shares are subject to public offer and listing, the rules and regulations
of the Comisión Nacional de Valores and of the stock exchanges and /or markets, as the case may be, shall apply. SECTION
11. It is authorized the total or partial amortization of subscribed shares, which shall be implemented with realized and liquid
profit, with the prior resolution of the Shareholders´ Meeting fixing a fair price, and securing equality to shareholders. Default
in payment. SECTION 12. The delay in payment shall cause the termination or expiration of the underwriter’s rights, and
the loss of amounts already paid. To that end, the underwriter must be served due notice to complete any amounts due with the appropriate
updating and interest, within a 30 (thirty) calendar day term. Form of payment. SECTION 13. Without prejudice to payment
for shares in cash, the Shareholders’ Meeting may authorize any other kind of legal forms according to current or future legislation,
which may be issued. TITLE III MANAGEMENT. Board of Directors. Term of office. Alternate Director. Reelection for Board of Directors
Members. SECTION 14. a. The business and affairs of the Company shall be managed by the Board of Directors, which shall be composed
of such number of regular members as shall be determined by a Meeting of Shareholders, which shall not be less than three and no more
than thirteen. b. Directors shall hold office for a period of three fiscal years and, in case the Meeting of Shareholders shall appoint
nine Directors or more, they shall be renewed by thirds, provided that in all cases no less than three Directors shall be renewed each
time. c. The Meeting of Shareholders may appoint an equal or lesser number of Alternate Directors, to hold office for the same term than
Regular Directors to fill any vacancy in the board occurring for any reason whatsoever, and shall further determine the order of substitution.
d. Alternate Directors shall hold office until the Regular Directors in whose place they have acted as substitutes shall resume office,
and in case any such absence be permanent, until the next Ordinary Meeting of Shareholders whereat Directors shall be appointed. Such
Meeting of Shareholders shall decide upon the ratification of Alternate Directors for the balance of the unexpired term of the retiring
Directors, or the appointment of another Regular Director for such purpose. In case of vacancy of the Board, the Supervisory Committee
shall appoint such Directors as shall be necessary so that the Board may take valid action until the next Meeting of Shareholders. e.
Both Regular and Alternate Directors may be reelected indefinitely. In case that the Ordinary Meeting of Shareholders shall be held on
a date occurring after the expiration of the term of office of Directors, they shall remain in office until their successors shall have
been elected and duly qualified. Appointment of the Board of Directors. SECTION 15. The Shareholders´ Meeting that
appoints the members of the Board of Directors may elect the President, and the Vice President. If that is not the case, the Board shall,
in the next following meeting to that of their election, appoint among its members the persons to perform the duties of the President
and Vice President. The Board may elect a Secretary to the Board, entitled to attend the Ordinary or Special Shareholders’ Meetings,
and the Board of Directors’ Minutes with voice but without vote. Legal Representation. SECTION 16. The President
and the Vice President, either of them, shall be the legal representatives of the Company. Likewise, the Board of Directors may delegate
the corporate representation to one or more of its members in certain circumstances. SECTION 17. Without prejudice to
the provisions set forth under the foregoing Section, the Vice President shall serve in the place of the President in case of the President’s
resignation, absence, impediment or excuse, either temporary or permanent, without any action being
necessary as evidence thereof. General
Manager. Appointment and duties. SECTION 18. The executive duties shall be entrusted to a General Manager appointed by the Board
of Directors, who is not required to be a Director, and shall be liable for his performance as General Manager, in the same form and to
the same extend as Directors. Majority of votes. Calling Board of Directors’ Meetings. SECTION 19. The Board of Directors shall
take valid action at any meeting at which a majority of its members is present in person or through the use of any communication equipment
provided that all members participating therein can speak to and hear one another through any means of simultaneous transmission of sound,
images or words such as videoconferences or any other similar tools. In this case, for quorum purposes, both the directors present and
the directors participating remotely through any of the above described means shall be computed. Valid resolutions shall be taken by a
majority of votes of those members present thereat in person or through any such transmission means. In addition, distance meetings shall
meet the following requirements: (i) the system must allow all participants to deliberate simultaneously; (ii) for quorum purposes, both
the directors present in person as the directors participating remotely shall be computed; (iii) the member(s) of the Supervisory Committee
present in person at the meeting shall certify the legality of the resolutions adopted or the decisions made by the directors; (iv) minutes
of the meeting shall include all the actions taken by the Board at the meeting, the names of the directors who participated remotely and
the directors present in person and their votes in connection with each resolution adopted at the meeting; and (v) the minutes of distant
meetings shall be signed within five business days from the date of the meeting by the members of the Board and the Supervisory Committee
present at the meeting. In case of a tie vote, the Chairman or the director who shall replace him, shall have an additional and deciding
vote. The Board of Directors shall meet at least monthly, provided that the Board may meet at any time upon the request of any Director,
in which case the Chairman or whoever may be acting in his place shall call the meeting, to be held on the date which is five days after
reception of said request. Notice of the Meeting shall be sent to all Directors and members of the Supervisory Committee at least two
business days prior to the date on which the Meeting shall be held; and shall include any items to be dealt with at the Meeting. In case
of failure to convene as aforesaid, any Director shall be entitled to convene the Meeting, and any resolutions which may be adopted thereat
shall be entered on the Minutes book provided to that end. In case of any urgency which may turn it impossible to comply with the above
mentioned notice requirements, such compliance shall be waived. Absent Directors may authorize another Director to vote on their behalf,
by a proxy duly granted as a public deed or otherwise by a private instrument which the signature thereon duly certified by court, notary
or any bank authority, and their liability shall be that of those Directors present at the Meeting. Each Director may vote on behalf of
one or more absent Directors. Exceptionally, the Board of Directors’ meetings may be held abroad. SECTION 20. Each Director
shall deposit with the Company a performance bond in an amount not below the amount determined by the statutory rules and provisions in
force, which shall consist of bonds, government securities or an amount of money in local or foreign currency deposited to the account
of the company with a financial entity or depository or custody account; or bank guarantees or deposits or a guarantee
bond or liability insurance naming the company as beneficiary of such insurance. The cost thereof shall be borne by each director. No
director shall be allowed to comply with this requirement by paying such amount directly to the company's account. Whenever such deposit
is made in bonds, government securities or an amount of money in local or foreign currency, the terms of such deposit shall ensure
that such amount shall not be available while the term of the statute of limitations of any possible contractual liability action is pending. Powers
of the Board of Directors. SECTION 21. The Board of Directors shall be fully empowered to take charge and control, to manage
and dispose of the Company’s property and business towards compliance of the Company’s purpose. Consequently, the Board may
in the name of the Company, do and enter into any kind of acts or contracts, including those which under provisions of article 375 of
the Civil and Commercial Code of the Republic of Argentina, and article 9 of the Decree No. 5965/63, require special powers of attorney;
to purchase, to request attachments, and dispose of real estate; to borrow money, sign and deliver in the name of the Company such promissory
notes and other evidences of indebtedness as shall be deemed appropriate; to operate with Banco de la Nación Argentina, Banco de
la Provincia de Buenos Aires, Banco de la Ciudad de Buenos Aires, Banco de Inversión y Comercio Exterior S.A., and other institutions
of the kind, private offices, domestic and/or foreign; to execute and grant powers of attorney to one or more persons, for judicial, out-of-court
or administrative matters, including criminal sues, as may be necessary to such end; to establish affiliates, correspondent offices or
any other kind of representation within or outside the country, to participate with other domestic or foreign financial entities, to make
foreign exchange transactions, and provide housing mortgage services, in compliance with Banco Central de la República Argentina’s
requirements, or with its prior authorization, as appropriate; to appoint and remove the General Manager, and the other officers and employees
of the Company, fixing their powers, duties and remunerations; decide the issuance of corporate bonds and, if applicable, with prior resolution
of the competent corporate body under the relevant laws, any other bond or instrument permitted by the current or future local or foreign
laws; and generally, may provide
for any legal acts which directly or indirectly may affect the achievement of the Company’s corporate
purpose. The Board may assign special duties to one or more Directors, which decision shall be transcribed and recorded in a minute. Likewise,
the powers and duties of the Company’s Board of Directors may be specially regulated under a Rules Book (Reglamento). Establishment
of committees. Appointment of its members and duties. SECTION 22. The Board of Directors shall create all such committees as
deemed appropriate for the business of the Company, and may also appoint their respective members, and Chairman. The members of the above
mentioned committees may authorize any other member thereof to vote on their behalf, through the mandate granted in any legal, notarial
or bank form, as appropriate. The Board may delegate the transaction of the ordinary management of the business to an Executive Committee
composed of two or more Directors, who shall be elected from among their members. Such Committee shall be entrusted the ordinary management
of the corporate and administrative business, and shall meet at any time it may deem advisable. Likewise, the Chairman of the Executive
Committee, to preside the Committee’s meetings, shall be appointed by the Board, and the appropriate resolutions shall be recorded
with a special minute book to that effect, and information thereof shall be given to the Board at the Board’s meetings to be held
in future. The members of the Executive Committee may authorize any other member of the above committee to vote on their behalf, through
the mandate granted in any legal, notarial or bank form, as appropriate. The Executive Committee shall be validly held with the attendance
of a majority of its members, and shall resolve with the favorable vote of a majority of those present. The General Manager may be invited
to the meetings, in which case shall access to participate in voice. The General Manager shall be assigned by the Board of Directors the
relevant duties of the office with specific limitations on the powers, expressly excluding therefrom the following activities: (a) execute
trade agreements which may compromise the Company’s future; (b) to give deposits, avals or guarantees, to borrow money; (c) to purchase
or sell corporate or business participations; and (d) any other action which may substantially compromise the Company’s future.
The Board of Directors, at the same Board of Directors’ Meeting shall be informed by the Executive Committee about the activities
performed prior to the meeting, and likewise the latter shall report within three calendar days after taking of notice of any relevant
event or action for the Company which it may deem appropriate. SECTION 23: The Audit Committee contemplated under the
Capital Markets Law No. 26,831 shall be composed of three regular directors and a number equal or lower of alternate directors who shall
be elected by the Board from its members, through a simple majority of their votes. All knowledgeable Directors on financial, accounting
or corporate matters may be members of the Committee. The majority of its members shall act in an independent capacity, according to the
criteria established thereto by the Rules of Comisión Nacional de Valores. The Committee may lay down its own Internal Rules. The
provisions in these Bylaws in connection with the operation of the Board of Directors, and the rules for the managerial body, shall be
applicable to the Committee’s meetings, its minute books, and periodicity of meetings. As for the remaining members of the Board,
and the Syndics, they may be present at the Audit Committee’s meetings with voice but without vote. The Committee may exclude them
from its meetings through a well-grounded resolution. The Committee’s powers and duties shall be those contemplated under article
110 of the Capital Markets Law No. 26,831, and the rules of the Comisión Nacional de Valores, and all other future authorities
and duties to be provided. The Audit Committee shall prepare an annual action plan for each fiscal year, which shall be reported to the
Board of Directors, and the Supervisory Committee. Upon request of the Committee, the other directors, syndics, managers and external
auditors shall be required to attend to its meetings, and give their collaboration and make available their access to information. The
Committee may request for advisory services of counselors and other independent professionals, and hire their services in the name of
the company according to the budget to be approved to that effect by the shareholders’ meeting. Fixing of the budget may be delegated
by the meeting to the Board. SECTION 23 BIS. The Board of Directors shall establish a Committee of Appointments and Corporate
Governance, to be composed of such number of members as shall be determined by the Board. The committee shall be responsible for determining
corporate governance rules and for overseeing its action. The committee may issue its own inner rules, and shall meet at least twice a
year and at any further time as it shall deem suitable. TITLE IV SUPERVISION. SECTION 24. Supervision of the Company
shall be entrusted to a Supervisory Committee, whose operation shall conform to provisions under articles 284 et al. of Law 19550, as
amended. The members of the Supervisory Committee shall be elected for a one fiscal term. SECTION 25. The corporate body
contemplated in the paragraph above shall supervise the Company to the extent provided under Law 19550, as amended. The Supervisory Committee
shall be composed of three (3) regular members and three (3) alternate members, and the remuneration of its members shall be determined
by the Shareholders’ Meeting. Regular members of the Supervisory Committee shall be replaced in the event of impediment or absence
by any designated alternate member. The Supervisory Committee shall meet at least every three months and shall hold meetings and adopt
resolutions with the presence and affirmative vote of at least two (2) of its members. The meetings of the Supervisory Committee may be
held in person or remotely with its members
communicated among each other through any means allowing simultaneous sound, image and word
transmission such as video conferences or any similar tools, pursuant to the rules and regulations of the Comisión Nacional de
Valores. When meetings are held remotely, free accessibility and participation with voice and vote of all members must be guaranteed,
leaving a record in the minutes of those who participated remotely and the regularity of the decisions adopted. The resolutions shall
be transcribed in the corresponding book of minutes and must be signed within five (5) business days of the meeting. TITLE V MEETINGS.
SECTION 26. The Meetings shall be Ordinary or Special, according to the business to be transacted, and according to the competence
in each case provided under the legal rules in effect. The annual Ordinary Meeting shall be held to the purposes established under Law
19550, as amended, and by the rules of Comisión Nacional de Valores, within four months after the close the fiscal year. Likewise,
a meeting shall be held upon request of each Board of Directors, the Supervisory Committee or shareholders representing at least five
percent (5%) of the capital stock, whenever they deem it appropriate. The Meetings may be held with their participants present or remotely,
communicated with each other by means of simultaneous transmission of sound, images and words such as videoconferences or any other similar
tools, and must guarantee, in all cases, the equal treatment of the participants and the participation in person by the shareholders who
so decide. When the Meetings are held with remote participation, the following minimum requirements must be guaranteed and/or those
that the regulations in force provide at the time of holding the Meeting: 1) free access to meetings and participation, with the right
to speak and vote, for all shareholders who have duly proved their identity; 2) notice of the Meeting and its communication through the
applicable legal and statutory means, shall clearly and simply state the means of communication chosen to hold the Meeting, the way to
access that shall allow such remote participation, and such notice of meeting may be sent by e-mail from the Company’s e-mail address
to the electronic address established for this purpose by each shareholder, without prejudice to the official notices that must be made
as well; 3) record in the minutes of the meeting the persons who attended the meeting, the place where they were at that time and the
capacity in which they participated in the meeting held remotely; 4) ensure access to the recording of the meeting in digital format from
its registered office for a period of five (5) years, which recording must be available to the Comisión Nacional de Valores and
to any shareholder who requests it; 5) the minutes of the meetings held as described above, shall be transcribed in the corresponding
corporate book and signed, within five (5) business days, by the Chairman, by the shareholders designated for that purpose and a representative
of the supervisory committee; 6) the supervisory committee must: (i) exercise its powers during all stages of the meeting, (ii) verify
that all shareholders present can exercise their right to speak and vote throughout the course of the meeting, (iii) record the regularity
of the decisions adopted in accordance with legal, regulatory and statutory provisions in force, particularly meeting the minimum requirements
provided for in the rules of Comision Nacional de Valores for the holding of remote meetings. The powers of the supervisory committee
may be exercised by one of its members acting on its behalf. Shareholders’ meetings and chairmanship thereof. SECTION 27. The
ordinary shareholders’ meetings shall be duly convened on a first call with the attendance of shareholders representing a majority
of shares entitled to vote. On a second call, they shall be deemed validly convened whatever is the number of shares present. The special
meetings shall convene on the first call with the attendance of shareholders representing sixty percent of shares entitled to vote, and
on a second call, with the attendance of a majority representing twenty percent of shares entitled to vote. They shall be presided by
the Chairman of the Board or its substitute, or in the absence of directors, by the person to be appointed to the effect by the meeting
itself. Quorum and majority in Meetings. SECTION 28. The resolutions of the ordinary and special meetings, on a first
or second call, shall be adopted by an absolute majority vote. For the purposes of quorum and majorities, both the shareholders present
in person and those who participate remotely will be computed. Call to meetings. SECTION 29. Meetings shall be called through
advertisements published in mass media under the terms and conditions as expressly provided by law. The Ordinary Meetings shall be convened
on a first, and on a second call, simultaneously. Attendance to Meetings. SECTION 30. Any shareholder wishing to attend
and vote at the meeting shall address a written communication to the Company to ask for his/her recording in the book of attendance at
Shareholders’ Meetings, at least three business days prior to the date of such meeting. In the event of registered or book-entry
shares, which register is carried by a third party, the shareholders, at the same time, shall accompany evidence as titleholders of the
shares enabling them to attend the meeting. The Company shall provide them the relevant receipt voucher to be exhibited at the Meeting. Representation
at Meetings, and the Minute Book. SECTION 31. Shareholders may be represented at Meetings through a power of attorney passed
into a private instrument, whose signatures shall be duly authenticated by any court, notarial or bank authority. Shareholders or its
representatives shall affix their signatures in the Book of Attendance provided to that end. Those shareholders or representatives who
participate remotely must be recorded in the Attendance Book, who will be exempt from signing it, and the President and a representative
of the Supervisory Committee must certify with their signature the presence of such shareholders or representatives who participated remotely.
The minute of the Meeting that shall summarize the representations and resolutions resulting from the agenda discussed at the Meeting
shall be prepared and signed by the Chairman, the shareholders appointed to the effect and the representative of the Supervisory Committee.
The Ordinary Shareholders’ Meeting shall be held at the date fixed by the Board of Directors or by whoever is authorized to convene
it. The meeting shall discuss all subjects listed under Law 19550, as amended. The Meeting shall also be informed about the ongoing business
of the Company, and the principal politics and main projects in the fiscal year, accounting criteria, and rules followed in the preparation
of the financial information. The Special Shareholders’ Meeting shall be entrusted the treatment of the items described under Law
19550, as amended. The Special Shareholders’ Meetings shall be held exclusively to consider those matters with effects on the shareholders
of the relevant class of shares. Any amendments to the Bylaws approved by the Special Shareholders’ Meeting shall be subject to
the controlling agencies’ approval. TITLE VI FISCAL YEAR CLOSE. ALLOCATION OF PROFITS. SECTION 32. The Company’s
fiscal year shall close on December 31, each year. As of such date a general inventory shall be conducted, and the accounting statements
prepared according to the rules in effect on the subject. Liquid and realized profit shall be assigned: (a) the percentage, as appropriate,
according to legal and statutory provisions applicable to banks, to the legal reserve fund; (b) the sum to be fixed by the Meeting
as remuneration to the Board of Directors, and the Supervising Committee; (c) the amounts required to meet the fixed dividend, with priority
of cumulative unpaid, and the appropriate share if any to preferred stocks; (d) the sums to be designated on a grounded basis by the Meeting,
to building reserve to fund reserves, and provident funds; (e) any remaining funds shall be applied to payment of dividends for shares,
or to any other purpose to be determined by the Meeting, provided that is always in compliance with legal and statutory provisions in
effect. SECTION 33. Anticipated dividends resultant from special balance sheets may, under a prior well-grounded resolution
be assigned in conformity with statutory provisions. Dividends shall be payable ratably over the relevant paid-up capital. Also, in conformity
with a prior resolution from the Company’s Board, an advancement of fees may be payable to Directors on account of future compensations.
Losses, if any, shall be offset first with the profit of former fiscal years which are still pending allocation, and in the event of insufficient
profit, with the requisite reserves enforced by Banco Central de la República Argentina’s rules, and lastly with paid-up
capital. In this case, it is necessary a resolution from a Special Shareholders’ Meeting approving a decrease in the capital stock,
and the prior consent of the Central Bank in that respect. TITLE VII DISSOLUTION AND WINDING-UP. SECTION 34. In case
of dissolution of the Company, this circumstance shall be reported to Banco Central de la República Argentina, for it to resolve
whether to take charge of the winding-up proceedings or to delegate such powers to the Board of Directors, under control by the Supervisory
Committee. Under this latter option, the Meeting may also appoint a Liquidating Committee in substitution of the above mentioned proceeding,
while fixing its terms of performance. The liquidating transactions shall be made through the company’s statutory control body. SECTION
35. Upon settlement of liabilities, and repayment of principal with specific preferences provided, the remaining balance shall
be distributed among shareholders ratably over the paid-up capital. SECTION 36. The Company shall always abide by the
applicable domestic legislation including, provided that is not contrary to any provisions of local law, the compliance with the foreign
law applicable to its controlling shareholder.
Banco Macro (NYSE:BMA)
Historical Stock Chart
From Mar 2025 to Apr 2025
Banco Macro (NYSE:BMA)
Historical Stock Chart
From Apr 2024 to Apr 2025
