Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Banco Macro S.A.) reports on resolutions adopted at the General and Special Shareholders' Meeting held on April 30, 2019. The filing covers corporate governance actions, financial approvals for the fiscal year ended December 31, 2018, and the approval of a strategic merger with Banco del Tucumán S.A.
Key Financial Metrics and Resolutions
- Dividend Declaration: Shareholders approved a cash dividend of AR$ 10 per share, totaling AR$ 6,393,977,460, to be paid from the optional reserve fund.
- Retained Earnings Allocation: Total accumulated retained earnings as of December 31, 2018, were AR$ 19,204,911,966.83. Allocations included AR$ 3,145,848,599.32 to the Legal Reserve Fund, AR$ 3,475,668,970.21 to the Statutory Reserve Fund (IFRS application), and AR$ 12,583,394,397.30 to the optional reserve fund.
- Board Remuneration: Approved total remuneration for the Board of Directors for fiscal year 2018 was AR$ 659,862,001 (4.98% of computable profit).
- Auditor Fees: Approved remuneration for the 2018 audit was AR$ 24,716,000.
- Capital Structure: Capital stock was increased from AR$ 669,663,021 to AR$ 669,678,683 via the issuance of 15,662 Class B shares to minority shareholders of the merged entity. A capital decrease of AR$ 30,265,275 was also approved to cancel treasury shares.
Material Changes and Strategic Actions
- Merger Approval: Shareholders approved the Preliminary Merger Agreement with Banco del Tucumán S.A., effective retroactively to January 1, 2019. Banco Macro S.A. will absorb Banco del Tucumán S.A.
- Exchange Ratio: The approved exchange ratio is 0.65258 common shares of Banco Macro S.A. for each nominal value AR$ 1 common share of Banco del Tucumán S.A. Fractional shares will be paid in cash.
- By-Law Amendments: Significant amendments were approved to the Company's By-laws (Sections 4, 9, 10, 19, 20, 21, and 33) to facilitate public offerings, allow remote Board meetings, define director performance bonds, and clarify dividend and loss offset procedures.
Guidance, Outlook, and Governance
- Regulatory Approval: The merger resolutions and related actions are subject to pending authorization from the Central Bank of the Republic of Argentina and the Argentine Securities Exchange Commission (CNV).
- Board Composition: New regular and alternate directors were appointed for three-year terms, including independent directors as required by CNV rules. The Supervisory Committee was also reconstituted with independent members.
- Audit Committee: A budget of AR$ 1,890,000 was established for the Audit Committee.
- Unusual Items: The filing notes that Mr. Jorge Horacio Brito ceased acting as Chairman on April 27, 2018, due to term expiration, though he remained a shareholder nominating directors.
Investor Verification Checklist
- Verify the final regulatory approval status of the merger with Banco del Tucumán S.A. from the Central Bank of Argentina and CNV.
- Confirm the exact payment date for the AR$ 10 per share dividend, as the Board was delegated the power to determine the effective availability date.
- Monitor the integration progress of Banco del Tucumán S.A. and the impact on consolidated financial statements post-merger.
- Review the implementation of the new By-laws regarding remote Board meetings and director liability bonds.
- Check for any updates on the cancellation of the 30,265,275 Class B treasury shares.