Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Banco Macro S.A.), dated April 11, 2018, serves as a translation of a submission to the Argentine Securities Exchange Commission (CNV). The document responds to an information request from the Fondo de Garantía de Sustentabilidad (ANSES) regarding the General and Special Shareholders' Meeting scheduled for April 27, 2018. The filing details the bank's ownership structure, board composition, and agenda items for the upcoming meeting, including the evaluation of the fiscal year ended December 31, 2017.
Key Financial Metrics
The filing provides specific data points related to retained earnings, reserves, and compensation, but does not disclose total revenue, net profit, cash flow, or debt levels for the period.
- Retained Earnings (FY 2017): AR$ 9,388,771,818.55.
- Proposed Allocation: AR$ 1,877,754,363.71 to Legal Reserve Fund; AR$ 7,511,017,454.84 to the Optional Reserve Fund for Future Profit Distributions.
- Proposed Cash Dividend: AR$ 3,348,315,105 (to be paid within 30 days of approval).
- Board of Directors Remuneration (FY 2017): AR$ 393,452,078.
- Supervisory Committee Remuneration (FY 2017): AR$ 1,305,540.
- Independent Auditor Remuneration (FY 2017): AR$ 16,740,128 plus VAT.
- Audit Committee Budget (FY 2018): Proposed AR$ 1,384,000 (Actuals: 2017 AR$ 821,189; 2016 AR$ 627,594).
- Debt Capacity: Proposal to extend the Global Program of Negotiable Obligations from USD 1.5 billion to USD 2.5 billion. Approximately USD 860 million has been issued to date.
Material Changes and Corporate Actions
The filing outlines several material corporate actions and structural updates:
- Shareholder Structure: As of December 31, 2017, major shareholders held 33.26% of the capital stock, while others held 66.74%.
- Board Composition Changes: Mr. Eliseo Félix Santi resigned as Alternate Director effective March 8, 2018. Mr. Delfín Jorge Ezequiel Carballo is currently acting as Chairman.
- Dividend Policy: The Board proposes separating a portion of the Optional Reserve Fund to pay a cash dividend of AR$ 3.35 billion, citing satisfactory liquidity and solvency indicators.
- Debt Program Expansion: The bank seeks shareholder approval to increase its authorized negotiable obligations program to USD 2.5 billion to maintain funding flexibility and diversify sources.
- Regulatory Registration: The bank proposes registering as a "Frequent Issuer" to simplify future public offering authorization processes.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance, revenue projections, or specific risk factors beyond standard regulatory compliance.
- Management Commentary: Management states that the issuance of negotiable obligations has contributed to growth and profitability improvements. The proposed dividend is grounded in the evolution of results and the preservation of liquidity.
- Contingencies: The bank notes it has no current restrictions on profit distributions, subject to compliance with Central Bank of the Republic of Argentina (BCRA) Communication "A" 6464.
- Unusual Items: The filing clarifies that the extension of the debt program does not mandate issuance but provides the option to issue new series if market conditions are favorable.
Investor Verification Checklist
- Verify the final approval of the AR$ 3,348,315,105 cash dividend at the April 27, 2018 Shareholders' Meeting.
- Confirm the appointment of new directors and the Supervisory Committee members proposed by major shareholders.
- Review the full financial statements for the year ended December 31, 2017, available on the Financial Information Highway (AIF), to assess total revenue and profitability metrics not detailed in this filing.
- Monitor the execution of the Global Program of Negotiable Obligations to determine if the bank utilizes the expanded USD 2.5 billion capacity.
- Check for the official registration of the bank as a "Frequent Issuer" with the CNV.