Business Context and Reporting Period
This Form 6-K filing by Banco BBVA Argentina S.A. (BBVA Argentina) is dated April 11, 2024. It serves as a response to an information request from shareholder ANSES (Fund of Sustainability Guarantee - Argentine Integrated Social Security System) regarding the agenda for the Annual General Ordinary and Extraordinary Shareholders Meeting scheduled for April 26, 2024. The filing details corporate governance, shareholding structure, and financial proposals for the fiscal year ended December 31, 2023.
Key Financial Metrics and Shareholding
- Shareholding Structure (as of March 31, 2024):
- Grupo BBVA (including BBVA SA and BBV America S.L.): 66.55% (407,785,801 shares).
- The Bank of New York Mellon (ADR Agent): 15.80% (98,812,718 shares).
- ANSES FGS: 7.06% (43,279,620 shares).
- Remaining Balance: 11.00%.
- Retained Results (Fiscal Year 2023): AR$ 164,541,887,957.12.
- Proposed Dividend Distribution: Partial write-off of the optional reserve totaling AR$ 169,231,213,000 (in homogeneous currency as of Dec 31, 2023). Adjusted for inflation to current homogeneous currency, this amounts to approximately AR$ 231,143,377,000.
- Staffing Levels:
- 2020: 5,923
- 2021: 5,768
- 2022: 5,795
- 2023: 5,918
- Accounting Framework: Financial statements are restated in homogeneous currency in accordance with IAS 29 due to Argentina's hyperinflationary economy, using the Consumer Price Index (CPI) from INDEC.
Material Changes and Governance Updates
- Board of Directors Changes:
- Mr. Gabriel Eugenio Milstein passed away on December 21, 2023.
- Mr. Gabriel Alberto Chaufán was appointed as a Regular Director on January 12, 2024, replacing Mr. Milstein until the Shareholders Meeting.
- Terms for President Lorenzo de Cristóbal de Nicolás and Director Ernesto Mario San Gil expired on December 31, 2023.
- Remuneration Increases:
- Board of Directors: Proposed remuneration for 2023 is AR$ 150,458,472.08, representing a 152% nominal increase over 2022.
- Supervisory Committee: Proposed remuneration for 2023 is AR$ 11,287,517.52, a 94% increase over 2022.
- External Auditor: Proposed fees for 2023 are AR$ 882,610,789, a 282% increase over 2022.
- Audit Committee Budget: Proposed budget for 2024 is AR$ 18,441,144.74, a 210% increase over 2023.
- Dividend Policy: The Board proposes delegating powers to determine the form (cash and/or in kind) and terms of dividend payment, subject to prior authorization from the Argentine Central Bank (BCRA).
Guidance, Outlook, and Risks
- Dividend Authorization: Distribution of results is contingent upon prior authorization from the BCRA. Under Communication "A" 7984, entities with authorization may distribute up to 60% of results in six monthly installments until December 31, 2024.
- Hyperinflation Risk: The filing explicitly notes the application of IAS 29 due to cumulative inflation exceeding 100% over three years, requiring financial statements to be expressed in the measuring unit at the end of the reporting period.
- Regulatory Compliance: The bank confirms compliance with liquidity and solvency requirements and minimum capital positions required for result distribution.
- Management Commentary: The Board refrains from making specific proposals for the election of new directors or Supervisory Committee members, leaving these decisions to the Shareholders Meeting, except for authorizing the implementation of resolutions.
Investor Verification Checklist
- Verify the final approval of the dividend distribution proposal and the specific form of payment (cash vs. in kind) at the April 26, 2024 meeting.
- Confirm receipt of the required prior authorization from the Argentine Central Bank (BCRA) for the proposed dividend distribution.
- Review the full Integrated Annual Report and Financial Statements for the fiscal year ended December 31, 2023, available on the CNV Online Information System (ID No. 3161359).
- Monitor the election of new Board members and Supervisory Committee members to replace those whose terms expired in 2023.
- Assess the impact of the significant year-over-year increases in auditor fees and board remuneration in the context of local inflation rates.