Mar
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03/26/2013| 05:54pm US/Eastern
GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
SHAREHOLDERS’ MEETING
TO BE HELD ON APRIL 15th, 2013
PROPOSALS OF THE BOARD OF DIRECTORS
The Board of Directors of Grupo Financiero Galicia S.A will submit the following proposals at the Ordinary
Shareholders’ Meeting:
1) Appointment of two shareholders to sign the minutes.
A proposal will be submitted at the Shareholders’ Meeting for the appointment of two shareholders out of
the following: Mr. Arturo E. Santillán, Mr. Santiago Braun and Mr. Adolfo Tamini.
2) Examination of the business affairs of our controlled company Banco de Galicia y Buenos Aires S.A. Position to be adopted by Grupo Financiero Galicia S.A. over some issues to be dealt with at Banco de Galicia y Buenos Aires S.A. next shareholders´ meeting.
Based on the Annual Report and the information provided to the shareholders of our controlled company Banco de Galicia y Buenos Aires, and of its subsidiaries, the Board of Directors will propose, that Grupo Financiero Galicia S.A.’s representative should be given instructions to attend Banco de Galicia y Buenos Aires S.A.’s Ordinary Shareholders’ Meeting to be held on April 15th 2013, to cast the following votes: (Banco Galicia´s proposals can be accessed at http://gfgsa.com/ section Investor Relations – Shareholder´s Meeting)
a) in favor of the proposals from Banco de Galicia y Buenos Aires S.A.’s Board of Directors when
voting items 1, 2, 3, 5, 6, 7, 10, 11 and 12 of the Agenda.
b) in favor of approving the performance of the Board of Directors and of the Syndics’ Committee when voting item 4 of the Agenda.
c) when voting item 8 and 9 of the Agenda, in favor of establishing seven (7) regular directors and five (5) alternate directors. Since the terms of two (2) regular directors expire, Mr. Pablo María Garat and Mr. Ignacio Abel González, and considering that Mr. Luis María Ribaya has announced the submission of his resignation to produce effects at the time of the Shareholders´ meeting according to the first part of section
19 of the corporation’s bylaws, therefore, leaving three positions to cover, he shall vote (i) the acceptance of
the resignation of the regular director Mr. Luis María Ribaya, (ii) the reelection of Messrs. Luis María Ribaya, Pablo María Garat and Ignacio Abel González as Regular Directors for a 3-year period. Since the terms of two (2) alternate directors expire, Mr. Julio Pedro Naveyra and Mr. Osvaldo Héctor Canova and considering that the alternate Director Mr. Enrique García Pinto has announced the submission of his resignation to produce effects at the time of the Shareholders´ meeting according to the first part of section 19 of the corporation’s
bylaws, he shall vote, (i) the acceptance of the resignation of the alternate director Mr. Enrique García Pinto,
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GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
(ii) the election of Mr. Augusto Zapiola Macnab and Mr. Oscar José Falleroni and the re-election of Mr. Enrique García Pinto as alternate directors for a 3-years period.
Additionally, when voting regular and alternate syndics, he shall vote i) to re-elect Mr. Enrique M. Garda
Olaciregui, Mr. Norberto D. Corizzo and Mr. Luis A. Diaz as regular syndics and, ii) to re-elect Mr. Miguel N. Armando and Mr. Fernando Noetinger, and to elect Mr. Horacio Tedín as alternate syndics.
3) Examination of the Balance Sheet, Income Statement, and other documents as set forth by Section 234, subsection 1 of the Law of Commercial Companies and the Annual Report and Report of the Supervisory Syndics’ Committee for the 14th fiscal year ended December 31, 2012.
The Board of Directors will propose to vote for the approval of all such documents.
4) Treatment to be given to the fiscal year’s results. Dividends’ distribution.
The Board of Directors will propose to distribute the profits of $ 1,336,215,130.55 recorded for fiscal year
2012 as follows:
a) Legal Reserve: The amount of $ 66,810,756.53 shall be allocated to Legal Reserve pursuant to the provisions established by Section 70 of the Corporations Law.
b) Cash Dividends: Due to the fact that most of the profits for fiscal year correspond to income from holdings and only a fraction corresponds to the realized and liquid profits, and they meet the requirements to be distributed as per Section 68 of the Corporations Law, a proposal is made to pay dividends in cash for the amount of $ 24,350,198.64 what represents 1.9615% with regard to
1,241,407,017 Class “A” and “B” ordinary shares with a face value of $ 1 each. Pursuant to what is set forth in the last paragraph of the section incorporated by Act No. 25,585 after Section 25 of Act No. 23,966, when may correspond, the Company will be restored the amounts corresponding to the tax on personal assets it paid for fiscal year 2012 in its capacity as substitute taxpayer of the shareholders subject to the above-mentioned tax.
c) Discretionary Reserve: Pursuant to what has already been indicated in the proposal for the
distribution of dividends in cash, and due to the need to be able to pay the Negotiable Obligations, a proposal is made to allocate the balance of $ 1,245,054,175.38 to Discretionary Reserve.
d) Earnings capitalization, monetary adjustments and other items: There is not proposal in this item for considering appropriate the amount of capital for business development.
5) Approval of the Board of Directors and Supervisory Syndics Committee performances.
The Board of Directors cannot make proposals related to this item; however, its members expect that the shareholders will approve their performance as well as the performance of the Supervisory Syndics
Committee.
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GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
6) Supervisory Syndics Committee´s compensation.
The Board of Directors will propose a compensation of Ps.979,762 for the Syndics’ Committee for their work
for fiscal year 2012.
7) Board of Directors ´compensation.
For the year under review the Board of Directors will propose the payment of fees to the Directors in the amount of Ps.854,250.
8) Granting of authorization to the Board of Directors to make advance payments of directors fees, during the fiscal year started on January 1, 2013, ad-referendum of the shareholders’ meeting that considers the documentation corresponding to said fiscal year.
The Board of Directors will propose the shareholders to grant this authorization to the Board of Directors.
9) Determination of the number of directors and alternate directors and, if appropriate, election thereof for the term established by the Company’s bylaws until reaching the number of directors determined by the Shareholders’ meeting.
Some shareholders have indicated that they will request that the number of directors be set at eight (8) regular directors and four (4) alternate directors. Since the terms of the regular directors Mr. Eduardo J. Escasany, Mr. Pablo Gutierrez and Mr. Luis O. Oddone expire, the shareholders will propose the re-election of all of them as regular directors for a three (3) year period. Since none of the terms of the four alternate directors expire during the fiscal year 2012, the Board of Directors will not make proposals related to this item.
10) Election of three syndics and three alternate syndics for one-year term of office.
Some shareholders have indicated that they will propose at the Shareholders’ Meeting that Mr. Enrique M. Garda Olaciregui, Mr. Norberto D. Corizzo and Mr. Luis A. Diaz be re-elected as regular syndics and Mr. Miguel N. Armando, Mr. Fernando Noetinger and Mr. Horacio Tedín be re-elected as alternate syndics
11) Compensation of the independent accountant certifying the Financial Statements for fiscal year 2012.
The Board of Directors will submit a proposal at the Shareholders’ Meeting in order to set the compensat ion of the accountants certifying the Financial Statements for the fiscal year 2012 at Ps.1,017,000.
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GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
12) Appointment of the independent accountant and alternate accountant to certify the Financial
Statements for fiscal year 2013.
The Board of Directors will propose at the Shareholders’ Meeting that Diego Luis Sisto and Edgardo Horacio Sajón from Price Waterhouse Co. S.R.L., be appointed as independent accountant and alternate accountant, respectively, to certify the Financial Statements for fiscal year 2013.
13) Consideration of the extension of the period of effectiveness and update of the Global Program for the issuance of simple, short, mid-and/or long term Negotiable Obligations, non-convertible into shares that was approved at the Ordinary Shareholders’ Meetings held on March 9th, 2009. The Program´s terms and conditions were approved by the Board of Directors at the meeting held on March 9th, 2009.
The Board of Directors will propose at the Shareholders’ Meeting to extend the period of effectiveness of
the Global Program for a five (5) years period, or the longest period that the current regulations may allow once authorized by the Comisión Nacional de Valores.
14) Delegation of the necessary powers to the Board of directors and/or sub -delegation to one or more of its members and/or to one or more members of the Company´s management and/or to whom the Board of Directors designates in order to determine the terms and conditions of the Global Program for the issuance of simple, short, mid-and/or long term Negotiable Obligations, non-convertible into shares and the Negotiable Obligations that will be issued under the same Program.
It will be proposed to vote for the approval of this item including the delegation of the necessary powers in order to determine the terms and conditions of the Global Program for the issuance of simple, short, mid- and/or long term Negotiable Obligations, non-convertible into shares and the Negotiable Obligations that will be issued under the same Program.
This constitutes an unofficial English translation of the original Spanish document. The Spanish document shall govern all respects, including interpretation matters.
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