Business Context and Reporting Period
This Form 6-K, filed on April 18, 2022, by Macro Bank Inc. (Banco Macro S.A.), discloses a submission to the Argentine Securities Exchange Commission (CNV) and the National Social Security Administration (ANSES). The filing provides detailed information regarding the company's shareholding structure, Board of Directors composition, and agenda items for the General and Special Shareholders' Meeting scheduled for April 29, 2022. The financial data referenced pertains primarily to the fiscal year ended December 31, 2021, with shareholding data as of March 31, 2022.
Key Financial Metrics
The filing provides specific figures regarding retained earnings, profit distribution, and director remuneration, adjusted for inflation (constant currency) as of December 31, 2021, in compliance with IAS 29.
- Net Income (2021): AR$ 27,122,495,859.89 (expressed in constant currency).
- Retained Earnings (2021): AR$ 18,202,171,001.83 (after a negative adjustment of AR$ 8,920,324,858.06 related to monetary effects).
- Computable Profit (2021): AR$ 15,318,219,610.71 (used for calculating director fee limits).
- Board Remuneration (2021): AR$ 756,482,809.25 (recorded in the Statement of Income).
- Supervisory Committee Remuneration (2021): AR$ 2,340,000 (nominal) / AR$ 2,814,692.06 (constant currency).
- Independent Auditor Fees (2021): AR$ 70,265,131 plus VAT.
- Legal Reserve Fund: AR$ 48,438,169,799.82 (adjusted to constant currency).
- Employee Count: 7,928 employees as of December 31, 2021.
Material Changes and Shareholding Structure
The filing details the shareholding structure as of March 31, 2022, and notes changes in the Board of Directors.
- Shareholding Structure:
- ANSES-F.G.S.: 28.80% of capital stock; 26.91% voting interest.
- Foreign Stock Exchange Shareholders: 26.29% of capital stock; 24.56% voting interest.
- Delfin Jorge Ezequiel Carballo: 17.47% of capital stock; 19.19% voting interest.
- Fideicomiso de Garantía BMA JHB: 17.28% of capital stock; 19.65% voting interest.
- Board Changes: Santiago Horacio Seeber resigned as a regular director on July 12, 2021. Marcos Brito was designated to replace him as a regular director until the next General Meeting. Several directors' terms expire on December 31, 2021, and 2022, necessitating re-elections.
- Dividend Restrictions: Per BCRA Communique "A" 7421, financial entities may distribute profits up to 20% of the allowable amount for 2022, payable in 12 equal monthly installments.
Guidance, Outlook, and Management Commentary
The filing outlines the proposed distribution of retained earnings and governance appointments for the upcoming shareholders' meeting.
- Dividend Proposal: The company proposes to allocate AR$ 14,187,872,701.21 of retained earnings to pay a cash dividend and/or a dividend in kind. This amount is to be reserved in an "Optional Reserve Fund for Dividends Pending Authorization from the BCRA" until regulatory approval is obtained.
- Reserve Funds:
- Legal Reserve: AR$ 3,640,434,200.37 to be allocated.
- Tax Provision: AR$ 373,864,100.25 allocated for Personal Asset Tax.
- Meeting Format: The General and Special Shareholders' Meeting on April 29, 2022, will be held admitting participation in person exclusively.
- Related Party Transactions: The company confirmed it has not hired administrative services from related companies for corporate or technical services during the fiscal year ended December 31, 2021.
- Audit Committee Budget: The proposed budget for 2022 is AR$ 5,038,500.
Investor Verification Checklist
- Verify the final approval of the dividend distribution and the subsequent authorization from the Central Bank of the Republic of Argentina (BCRA).
- Confirm the outcome of the re-election of Board members and the Supervisory Committee at the April 29, 2022 meeting.
- Monitor the monthly installment payments of dividends as required by BCRA regulations for 2022.
- Review the full consolidated financial statements for 2021 to understand the specific components of the AR$ 8.9 billion negative adjustment to retained earnings.
- Check for any updates regarding the "Optional Reserve Fund for Dividends Pending Authorization" status.