Business Context and Reporting Period
This Form 6-K filing by Grupo Supervielle S.A. (Supervielle Group S.A.) is dated March 30, 2020. The document details the Board of Directors' voting recommendations and motion proposals for the Ordinary and Extraordinary Shareholders' Meeting scheduled for April 28, 2020. The primary focus is on the approval of financial documentation for the fiscal year ended December 31, 2019, the allocation of results, and the appointment of directors and auditors.
Key Financial Metrics
The filing provides specific figures regarding the allocation of results and remuneration for the fiscal year ended December 31, 2019. It does not contain a full income statement, balance sheet, or cash flow statement.
- Total Results for FY 2019: AR$ 4,257,932,990.
- Proposed Voluntary Reserve for Future Dividends: AR$ 426,000,000.
- Proposed Voluntary Reserve (General): AR$ 3,831,932,990.
- Board of Directors Remuneration (FY 2019): AR$ 59,075,387.
- Total Director Fees (Company and Controlled Entities): AR$ 176,682,645.
- Supervisory Committee Remuneration (FY 2019): AR$ 308,768.
- Certifying Accountant Remuneration (FY 2019): AR$ 3,017,231 (Company only); AR$ 63,063,871 (Company and controlled entities).
- Audit Committee Budget (FY 2020): AR$ 2,700,000.
Note: The filing text does not provide clear values for revenue, operating profit, cash flow, margins, debt levels, or liquidity ratios.
Material Changes and Governance
The filing outlines several governance changes and proposals for the upcoming shareholders' meeting:
- Board Composition: The term of Director Emérico Alejandro Stengel expires at the meeting. The controlling shareholder proposes re-electing him as a regular director for two fiscal years. The number of regular directors is proposed to remain at 8, with no alternate directors.
- Supervisory Committee: Proposals include appointing Enrique José Barreiro, Carlos Alfredo Ojeda, and Valeria Del Bono Lonardi as regular syndics, and Carlos Enrique Lose, Roberto Aníbal Boggiano, and Jorge Antonio Bermúdez as alternate syndics for a one-year term.
- Auditor Appointment: The Board proposes appointing Santiago José Mignone and Carlos Martín Barbafina of Price Waterhouse & Co. S.R.L. as regular and alternate certifying accountants for the fiscal year ending December 31, 2020.
Guidance, Outlook, and Risks
Dividend Distribution and Exchange Controls: The Board proposes delegating powers to determine the timing, currency, and terms of dividend payments. This is explicitly driven by "current restrictions to access the Free Foreign Exchange Market" in Argentina, specifically referencing Decree No. 609/2019 and subsequent Central Bank of Argentina (BCRA) communications.
- Currency Options: Shareholders may be offered the option to receive dividends in Argentine pesos or US dollars.
- Payment Mechanism: If BCRA authorization for foreign exchange is not received within 15 days of the meeting, a complex conversion mechanism involving Argentine government bonds traded on the local exchange (BYMA) and New York markets will be used to calculate the dollar equivalent.
- Taxation: Dividends generated from January 1, 2018, may be subject to a 7% income tax withholding under Law No. 27,430.
Debt Issuance Program: The filing seeks to renew the delegation of powers to the Board to issue negotiable obligations under a Global Programme with a face value of AR$ 1,000,000,000 (or equivalent in other currencies).
Investor Verification Checklist
- Verify the final approval of the AR$ 426,000,000 voluntary reserve for dividends at the April 28, 2020 meeting.
- Confirm whether the BCRA grants authorization for the Free Foreign Exchange Market to facilitate dollar dividend payments within the 15-day window post-meeting.
- Review the specific bond pricing and exchange rate mechanisms to be used if dollar payments are made via the alternative bond-quotient method.
- Check the re-election status of Emérico Alejandro Stengel and the final composition of the Supervisory Committee.
- Monitor the issuance of new negotiable obligations under the renewed AR$ 1 billion Global Programme.