Apr
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GPO FIN GALICA ADR : GFG Material Event – 4
Filed Under EN
04/05/2013| 02:08pm US/Eastern
GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
Autonomous city of Buenos Aires, April 3rd, 2013
To the
National Director of Companies with Public Stake
(Director Nacional de Empresas con Participación del Estado – DNEPE) Mr. Cristian Girard
Ref.: Information required by the DNEPE N° 058/13
Dear Sirs,
We are writing to you in order to provide with the information that was requested to Grupo
Financiero Galicia S. A. in relation with the next Ordinary Shareholders’ Meeting to be held on April 15th,
2013, according to the following detail:
1) 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.
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:
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.
2) 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.
It is hereby informed that Grupo Financiero Galicia S.A. and Banco de Galicia y Buenos Aires S.A. filed with the Comisión Nacional de Valores (National Securities Commission) the documentation set forth by Section
234, subsection 1 of the Law of Commercial Companies, in accordance with the existing rules and these
documentation are available for all investors.
Additionally, it is hereby informed that the Company’s Balance Sheet and Annual Report as of December
31st, 2012 were unanimously approved by the Board of Directors on February 14th, 2013 and March 11th,
2013, respectively.
3) Treatment to be given to the fiscal year’s results. Dividends’ distribution.
The distribution of retained earnings for the fiscal year 2012 was unanimously approved by the Board of Directors on February 14th, 2013. Said distribution is available on the Company’s Annual Report which is available for the general public on the National Securities Commission´ website.
4) Approval of the Board of Directors and Supervisory Syndics Committee performances.
The proposals shall be made by the shareholders’ at the Shareholders’ Meeting on April 15th, 2013.
5) Supervisory Syndics Committee´s compensation.
The Supervisory Syndics Committee’s compensation booked on the Balance Sheet as of December 31, 2012 amounts Ps. 979,762. Said amount will be treated at the Ordinary Shareholders’ Meeting to be held on April
15th, 2013. The compensation approved for the fiscal year 2010 and 2011 amounted Ps. 850,000 and Ps.
976,000 respectively.
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GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
6) Board of Directors ´compensation.
The proposal in relation with the Board of Director’s compensation for the fiscal year 2012 was filed with the National Securities Commission on March 26th, 2013 and is available on its website in accordance to the existing applicable rules. Said proposal corresponds to the compensation of the independent directors and members of the Audit Committee.
The advance payments granted to directors during fiscal year 2012 amounted Ps. 747,292.
The proportion between the computable profit and the compensations proposed is equal to 0.07% and they are in accordance to the applicable rules set for the National Securities Commission and the Corporations law.
The compensation for the members of the Board of Directors for the fiscal year 2010 and 2011 amounted
Ps. 512,000 and Ps. 990,000 respectively.
7) 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.
8) 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.
9) 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
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GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
10) 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 compensation of the accountants certifying the Financial Statements for the fiscal year 2012 in the amount Ps.1,017,000. Said compensation was set in Ps. 814,853 and Ps. 692,760 for fiscal year 2011 and 2010 respectively.
11) Appointment of the independent accountant and alternate accountant to certify the Financ ial
Statements for fiscal year 2013.
In accordance with the information filed with the National Securities Commission on March 18th, 2013 and that is available on its website, 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.
12) 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 Global Program for the Issuance of Short-, Mid- and/or Long-term Negotiable Obligations for a face value of US$ 60,000,000 (or its equivalent in other currencies) and the public offer of each Class of Negotiable Obligations have been authorized by means of Resolution No. 16,133 of the C.N.V. dated April
29th, 2009. The Program’s terms and conditions are specified on its Prospectus which is available on the
National Securities Commission website. Since the Program will be effective until April 29th, 2014, it is necessary to start the corresponding procedures in advance in order to extend said period of effectiveness. The extension of a new period of five (5) years, or the longest period the National Securities Commission may authorize according to its rules, is necessary in order to face the Company’s banking debts and the maturity of the outstanding notes (Class II, Series III for US$ 27 million due in May 2013 and Class III for Ps.
78 million due in February 2014)
13) 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.
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GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
Although the terms and conditions of the Global Program have been determined by the Shareholders’ Meeting that approved the creation of said Program, the powers to be delegated to the Board of Directors by the Shareholders’ Meeting to be held on April 15th, 2013, are necessary: (i) to resolve the issuance of a new Negotiable Obligations, setting the terms within the maximum amount allow by the Program and (ii) to define any terms or conditions that have been not resolved by the Shareholders’ Meeting that created the Program.
This item results necessary in view of expediting the decision to make a new issuance, allowing it releases when convenient. The delegation of powers is a market practice that has its legal basis on Article 9 of the Negotiable Obligations Law (Law No. 23,576, as amended), which states in its relevant part, that: “..some terms and conditions can be delegated to the administrative management: a) in the case of simple Negotiable Obligations: the determination of all or some of their terms of issuance within the amount authorized, including date, price, terms and conditions of payment … “.
14) Provide current capital structure differentiating classes of shares and its holders.
Please see attached Annex I Yours faithfully,
Pedro A. Richards. Attorney in law
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GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
Grupo Financiero Galicia S.A.
Annex I – Shareholders as of 12/31/2012
Class “A” Shares
Shareholder
Amount of Shares
% of Class A
shares.
% of total votes
EBA Holding S.A.
281.221.650
100%
59,4%
Class “B” Shares
Shareholders
Amount of Shares
% of Class B
shares.
% of total votes
The Bank of New York Mellon(*)
221.894.290
23,1%
9,4%
ANSES
264.221.559
27,5%
11,2%
Other shareholders
474.069.518
49,4%
20,0%
(*) According Argentine regulations, all class B shares represented by “American Depositary Shares” (ADS) are
registered under the depositary, The Bank of New York Mellon. The Bank of New York Mellon address is 101 Barclay
Street, 22nd Floor, New York 10286 and it´s country of organization is United States of America.
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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