Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Macro Bank) dated April 15, 2024, translates a submission to the Argentine Securities Commission (CNV) regarding resolutions adopted at the General and Special Shareholders' Meeting held on April 12, 2024. The meeting addressed the fiscal year ended December 31, 2023, and approved key governance and financial distribution decisions.
Key Financial Metrics and Resolutions
- Retained Earnings (FY 2023): Total retained earnings as of December 31, 2023, were AR$ 587,913,904,870 (constant currency).
- Dividend Declaration: Shareholders approved a dividend of AR$ 294,130,167,680 (constant currency as of Dec 31, 2023), equivalent to AR$ 401,735,819,252 (constant currency as of Feb 29, 2024). This represents AR$ 628.29 per share.
- Reserve Allocations:
- Legal Reserve Fund: AR$ 117,460,820,732.
- Personal Asset Tax: AR$ 1,737,775,623.
- Optional Reserve Fund for Future Distribution: AR$ 468,715,308,515.
- Board Remuneration: Approved AR$ 24,546,734,912 (constant currency) for the Board of Directors, representing 4.97% of computable profit.
- Auditor Fees: Approved AR$ 353,388,900 plus VAT for the audit of FY 2023 financial statements.
- Supervisory Committee Fees: Approved AR$ 48,081,007 (constant currency).
Material Changes and Governance Actions
The filing details significant governance changes approved by a majority vote:
- Board Appointments: Shareholders approved the appointment of six directors for three fiscal years (Constanza Brito, Mario Luis Vicens, Sebastián Palla, José Alfredo Sánchez, Juan Facundo Etchenique) and two directors for one fiscal year (Nicolás Valenzuela, Juan Ignacio Catalano).
- Supervisory Committee: The committee was reconstituted with three regular and three alternate independent members.
- Auditor Appointment: Leonardo Daniel Troyelli (regular) and Ignacio Alberto Pío Hecquet (alternate) from Pistrelli, Henry Martin y Asociados S.R.L. were appointed as Independent Auditors for the fiscal year ending December 31, 2024.
- Performance Approval: The performance of the Board and Supervisory Committee for FY 2023 was approved.
Guidance, Risks, and Contingencies
- Regulatory Approval: The dividend payment is subject to prior authorization from the Central Bank of the Argentine Republic (BCRA).
- Currency Adjustment: Dividend payments will be made in constant currency as of each payment date, adjusted by the most recently published rate prior to the payment date, pursuant to Communique "A" 7984.
- Payment Terms: The Board has been delegated the power to determine the time, currency, kind (cash or in-kind), and other terms of the dividend payment.
Investor Verification Checklist
- Verify the receipt of BCRA authorization for the dividend distribution.
- Confirm the specific payment schedule and currency denomination (ARS vs. USD) once determined by the Board.
- Review the impact of the 4.97% Board remuneration ratio on future profitability.
- Monitor the re-expression of dividend amounts due to Argentina's high inflation environment and exchange rate fluctuations.
- Check for any subsequent filings regarding the actual disbursement of the declared dividend.