Business Context and Reporting Period
This Form 6-K filing by Grupo Supervielle S.A. (dated April 12, 2025) serves as a formal response to information requests from shareholder FGS-ANSES regarding the Ordinary and Extraordinary Shareholders' Meeting (AGM) scheduled for April 22, 2025. The filing addresses corporate governance, financial results for the fiscal year ended December 31, 2024, and proposed resolutions for capital increases and share disposals.
Key Financial Metrics and Corporate Data
Shareholding Structure (as of April 12, 2025):
- Julio Patricio Supervielle: 25.67% of capital; 52.48% of voting rights.
- Public Offering (Oferta Pública): 59.54% of capital; 38.06% of voting rights.
- Fideicomiso Supervielle: 11.31% of capital; 7.23% of voting rights.
- FGS-ANSES: 3.49% of capital; 2.23% of voting rights.
- Treasury Shares: 18,991,157 Class B shares held in portfolio (excluded from voting/economic calculations).
Financial Results (Fiscal Year Ended Dec 31, 2024):
- Net Profit (after taxes): AR$ 125,181,729,870.40 (in homogeneous currency).
- Computable Utility: AR$ 119,473,820,130.40.
- Dividend Proposal: Total amount of AR$ 27,137,438 (restated in homogeneous currency as of March 31, 2025).
- Reserve Allocations: Legal Reserve (AR$ 6,248,885,000), Facultative Reserve (AR$ 93,733,282,000), Future Dividends Reserve (AR$ 24,995,542,000).
Related Party Transactions (Management Fees):
- Fees Received from Subsidiaries (2024): AR$ 1,373,289,000 (historical currency).
- Fees Paid to Banco Supervielle (2024): AR$ 4,152,000 (historical currency).
Material Changes and Governance Updates
- Board Composition: Mr. Emérico Alejandro Stengel resigned as Regular Director on September 23, 2024. Roles were redistributed with Mr. Atilio Dell'Oro Maini as First Vice-Chairman and Ms. Laurence Nicole Mengin de Loyer as Second Vice-Chairman.
- Remuneration Increases:
- Board of Directors: Proposed global fee for 2024 is AR$ 744,995,260 (1% increase vs. 2023 in homogeneous currency).
- Supervisory Committee: Proposed global fee for 2024 is AR$ 10,475,026 (360% increase vs. 2023 in nominal terms).
- External Auditors: Proposed fee for 2024 is AR$ 95,589,777 (85% increase vs. 2023 in homogeneous currency).
- Capital Increase Proposal: Authorization requested to increase share capital by up to AR$ 120,000,000 via issuance of 120,000,000 new Class B shares.
Outlook, Risks, and Management Commentary
Dividend Policy: Management justifies the dividend distribution based on the company's positive net result, high solvency levels, and excess liquidity exceeding business plan requirements. The Board generally favors reinvestment but supports distribution when capital is in excess.
Capital Markets Strategy: The company seeks authorization for a "shelf" registration to make public offerings in domestic and foreign markets (including NYSE) and to dispose of treasury shares. Specific terms for the capital increase premium and disposal methodology are delegated to the Board.
Financial Reporting: Financial statements for 2024 are restated in homogeneous currency using the National Consumer Price Index (CPI) from INDEC (base month: December 2016).
Investor Verification Checklist
- Verify the specific terms of the proposed capital increase (issuance premium and timing) in the "Voting Recommendations" document (ID #3335275).
- Confirm the currency and exchange rate assumptions used for the dividend payment of AR$ 27,137,438.
- Review the detailed "Voting Recommendations" for the full list of candidates for the Board and Supervisory Committee.
- Assess the impact of the 360% nominal increase in Supervisory Committee fees on future corporate expenses.
- Monitor the execution of the treasury share disposal plan and its effect on the shareholding structure of FGS-ANSES.