Business Context and Reporting Period
Company: Macro Bank Inc. (Banco Macro S.A.)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: March 20, 2025
Context: This filing is a translation of a submission to the Argentine Securities Exchange Commission (CNV) and ANSES regarding a General and Special Shareholders' Meeting scheduled for April 4, 2025. The document details the company's shareholding structure, board composition, financial statement adjustments for inflation (IAS 29), and proposals for the distribution of retained earnings and director remuneration for the fiscal year ended December 31, 2024.
Key Financial Metrics
Retained Earnings (Dec 31, 2024): AR$ 314,113,791,042.40 (expressed in constant currency).
Proposed Dividend Distribution: AR$ 300,000,000,000 (approx. 46.92% of capital stock).
Dividend Per Share: AR$ 469.18.
Board Remuneration (2024): AR$ 12,072,408,576.17 (nominal), representing a 35.21% decrease from 2023.
Supervisory Committee Remuneration (2024): AR$ 135,027,000 (nominal), representing a 389.49% increase from 2023.
Independent Auditor Fees (2024): AR$ 1,103,139,164 plus VAT.
Capital Stock: 639,413,408 shares (Class A and Class B combined).
Reserve Funds (Dec 31, 2024):
- Legal Reserve Fund: AR$ 1,002,094,050,895.24
- Optional Reserve Fund for Future Distribution: AR$ 1,073,452,467,762.31
- Reserve Fund for Dividends Pending BCRA Authorization: AR$ 260,702,248,238.98
Note: The filing does not provide specific values for total revenue, net profit, operating cash flow, or debt levels for the period.
Material Changes and Governance Updates
- Shareholding Structure (as of Feb 28, 2025):
- ANSES-F.G.S.: 28.80% participating interest.
- Delfin Jorge Ezequiel Carballo: 19.27% participating interest.
- Banco de Servicios y Transacciones S.A. (Trustee): 17.28% participating interest.
- Other Foreign Shareholders: 22.42% participating interest.
- Board Resignations (2024): Juan Facundo Etchenique (May 2024) and Hugo Raúl Cayetano Lazzarini (September 2024) resigned for personal reasons.
- Financial Statement Adjustments: Financial statements for 2024 were restated in homogeneous currency using the national consumer price index (CPI) published by INDEC, in compliance with IAS 29 and BCRA regulations.
- Dividend Policy: The Central Bank of Argentina (BCRA) Communique "A" 8214 allows financial entities to distribute profits in 10 monthly installments starting June 30, 2025, for up to 60% of the authorized amount.
Guidance, Outlook, and Risks
Dividend Authorization: The proposed dividend of AR$ 300 billion is subject to prior authorization by the BCRA. If approved, payment will be made in cash or in kind (market price), potentially split into installments per BCRA rules. A 7% withholding tax applies under Argentine Income Tax Law.
Bylaw Amendments: The company proposes amending sections 25, 26, 28, and 31 of its bylaws to allow for remote Shareholders' and Supervisory Committee meetings. No objections have been raised by the CNV to date.
Risks and Contingencies:
- Regulatory Approval: Dividend distribution is contingent on BCRA authorization.
- Inflation: Financial reporting requires constant currency adjustments due to high inflation, impacting nominal vs. real value comparisons.
- Liquidity: The company states the dividend proposal is based on preserving satisfactory liquidity and solvency ratios, though specific liquidity metrics are not disclosed in this text.
Investor Verification Checklist
- Verify the final approval of the AR$ 300 billion dividend by the BCRA and the specific payment schedule (installments vs. lump sum).
- Confirm the outcome of the April 4, 2025 Shareholders' Meeting regarding the re-election of directors and the appointment of the independent auditor for 2025.
- Review the full 2024 Annual Report (Form 20-F) for detailed revenue, profit, and debt metrics not included in this 6-K filing.
- Monitor the implementation of the bylaw amendments regarding remote meetings and their impact on shareholder voting procedures.
- Assess the impact of the 389% increase in Supervisory Committee fees and the 35% decrease in Board fees on overall corporate governance costs.