Business Context and Reporting Period
This Form 6-K, filed on April 11, 2023, by Macro Bank Inc. (Banco Macro S.A.), discloses a submission to the Argentine Securities Exchange Commission (CNV) regarding a General and Special Shareholders' Meeting scheduled for April 25, 2023. The filing details the company's shareholding structure as of March 31, 2023, and provides extensive information on the proposed agenda, including the evaluation of financial statements for the fiscal year ended December 31, 2022, and the appointment of directors and auditors.
Key Financial Metrics
The filing focuses on retained earnings, reserve funds, and remuneration rather than full income statement metrics like revenue or net profit for the period.
- Retained Earnings (Dec 31, 2022): AR$ 43,175,125,253.09 (constant currency).
- Computable Profit (FY 2022): AR$ 36,235,964,444.65.
- Proposed Dividend Distribution: Up to AR$ 75,040,933,800 (constant currency), subject to BCRA authorization.
- Reserve Funds (Dec 31, 2022):
- Legal Reserve Fund: AR$ 101,445,570,047.74.
- Optional Reserve Fund for Future Profit Distributions: AR$ 121,552,671,744.67.
- Reserve Fund for Dividends Pending BCRA Authorization: AR$ 38,444,141,262.19.
- Board Remuneration (FY 2022): AR$ 1,805,149,153.57 (constant currency).
- Supervisory Committee Remuneration (FY 2022): AR$ 3,269,911.98 (constant currency).
- Independent Auditor Fees (FY 2022): AR$ 140,060,460 plus VAT.
- Employee Count: 7,701 (2022), up from 7,928 (2021).
Material Changes and Corporate Actions
The filing highlights significant changes in corporate governance and capital structure:
- Board Resignations: Delfín Jorge Ezequiel Carballo resigned as Chairman and Regular Director on March 15, 2023. Ramiro Tosi and Juan Santiago Fraschina resigned during 2022. Alan Whamond resigned as Alternate Director in March 2023.
- Board Appointments: Jorge Pablo Brito and Carlos Alberto Giovanelli were designated as Chairman and Vice Chairman, respectively, on March 15, 2023.
- Dividend Restrictions: The Central Bank of Argentina (BCRA) suspended earnings distribution from January 1 to December 31, 2023, but allowed distribution of up to 40% of allowable earnings from April 1 to December 31, 2023, payable in six monthly installments.
- Accounting Adjustments: Financial statements for 2022 were restated in homogeneous currency (purchasing power) using the national consumer price index (CPI) per IAS 29 and BCRA rules.
Guidance, Outlook, and Risks
Dividend Outlook: The company proposes releasing a portion of the Optional Reserve Fund to pay dividends up to AR$ 75 billion, contingent on BCRA approval. The Board is delegated the power to determine payment terms, currency, and timing.
Risks and Contingencies:
- Regulatory Approval: Dividend payments are strictly subject to BCRA authorization and specific distribution rules (40% cap, monthly installments).
- Taxation: Dividends are subject to a 7% withholding tax under Argentine Income Tax Law.
- Related Party Transactions: The company confirmed it has not hired corporate or technical services from related companies for the fiscal year ended December 31, 2022.
Investor Verification Checklist
- Verify the final BCRA authorization status for the proposed AR$ 75 billion dividend distribution.
- Confirm the specific currency and payment schedule for the dividend once authorized by the Board.
- Review the full consolidated financial statements for FY 2022 to assess revenue and net profit figures, which are not detailed in this specific filing.
- Monitor the appointment of new directors (José Alfredo Sánchez, Delfín Federico Ezequiel Carballo, Marcos Brito) and their impact on governance.
- Check for updates on the "Reserve Fund for Dividends Pending Authorization" given the BCRA's temporary suspension rules.