Apr
17
04/17/2013| 12:02pm US/Eastern
GRUPO FINANCIERO GALICIA S.A. CUIT 30-70496280-7
Buenos Aires, April 16TH, 2013
To the
Comisión Nacional de Valores (National Securities Commission)
Dear Sirs,
We are pleased to write to you in compliance with the provisions set forth by said Commission in
order to inform that the Ordinary Shareholders’ Meeting of Grupo Financiero Galicia S.A. (The “Company”) was held on April 15th, 2013 at 11:30 a.m., being presided by Mr. Eduardo Escasany. This Meeting was attended by 57 shareholders (the “Shareholders”), of which 26 were present in person and 31 were represented by proxy. The Shareholders were holders of 281,221,650 class “A” ordinary shares, with each share entitled to five votes, which represented both a capital stock value of 281,221,650 pesos and
1,406,108,250 votes, and 633,600,410 class “B” ordinary shares, with each share entitled to one vote, which represented both a capital stock value of 633,600,410 pesos and 633,600,410 votes, which resulted in a quorum of 73.69%.
Pursuant to the requirements of section 4, chapter II of the rules of the Bolsa de Comercio de
Buenos Aires, the summary of the resolutions adopted with respect to each item of the agenda of April 15th,
2013 Shareholders’ Meeting (the “Agenda”) is as follows:
FIRST ITEM OF THE AGENDA: “Appointment of two shareholders to sign the minutes”:
It was approved that the following three shareholders sign the Minutes: Mr. Arturo Santillán, Mr. Adolfo
Tamini and Mr. Federico Gosman.
SECOND ITEM OF THE AGENDA: “Examination of the business affairs of our principal subsidiary, Banco de Galicia y Buenos Aires S.A. Position to be adopted by the Grupo Financiero Galicia S.A. over some issues to be dealt with at Banco de Galicia y Buenos Aires S.A. next shareholders’ meeting”.
It was approved that agent of the Company votes at the next shareholder´s meeting of Banco de Galicia y Buenos Aires S.A. to be held on April 15th, 2013 at 16:00 hrs. (i) for the proposals made by the Board of Directors of Banco de Galicia y Buenos Aires S.A. when discussing items 1, 2, 3, 5, 6, 7, 10, 11 and 12 (ii) for the approval of the performance of the Board of Directors and the Supervisory Syndics’ Committee; (iii) that the number of regular directors be fixed in seven (7) and that the number of alternate directors be fixed at
five (5); for the acceptance of Mr. Luis María Ribaya resignation; for the re-election of Mr. Luis María Ribaya, Mr. Pablo María Garat and Mr. Ignacio Abel Gonzalez as regular directors; all of them for a three year term of office; for the acceptance of Mr. Enrique García Pinto resignation; for the re-election of Mr. Enrique
GRUPO FINANCIERO GALICIA S.A. CUIT 30-70496280-7
García Pinto as alternate director and for the election of Mr. Augusto Zapiola Macnab and Mr. José Oscar Falleroni as alternate directors, all of them for a three year term of office; for the re-election of Messrs. Enrique Mariano Garda Olaciregui, Norberto D. Corizzo and Luis A. Díaz as regular syndics and for the re- election of Messrs. Miguel N. Armando, Fernando Noetinger and Mr. Horacio Tedín as alternate syndics.
THIRD ITEM OF THE AGENDA: ” 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 documents under discussion were approved.
FOURTH ITEM OF THE AGENDA: “Treatment to be given to the fiscal year’s results. Dividend’s
distribution.”
It was approved that the Ps.1,336,215,130.55 profit of the fiscal year be distributed as follows: a) the amount of Ps. 66,810,756.53 is to be allocated to the creation of the Legal Reserve, pursuant to Section 70 of Law 19,550; b) the amount of Ps. 24,350,198.64 is to be allocated to the payment of dividends in cash what represents 1.9615% with regard to 1,241,407,017 Class “A” and “B” ordinary shares with a face value of $ 1 each; c) the remaining amount of Ps. 1,245,054,175.38 is to be allocated to the Discretionary Reserve due to the fact that most of the profits for the fiscal year correspond to income by holdings and not to realized and liquid profits that could be distributed and due to the need to be able to pay Negotiable Obligations.
FIFTH ITEM OF THE AGENDA: “Approval of the Board of Directors and Supervisory Syndics´ Committee performances.”
It was approved the performances of the Board of Directors and the Supervisory Syndics’ Committee.
SIXTH ITEM OF THE AGENDA: “Supervisory Syndics Committee´s compensation.”
It was approved to fix the compensation for the Supervisory Syndics’ Committee in the amount of Ps.
979,762.
SEVENTH ITEM OF THE AGENDA: “Board of Directors ´compensation.”
It was approved that, for the fiscal year under analysis, the directors receive a compensation of Ps.
854,250.
GRUPO FINANCIERO GALICIA S.A. CUIT 30-70496280-7
EIGHTH ITEM OF THE AGENDA: “Granting of authorization to the Board of Directors to make advance payments of director´s fees, during the fiscal year started on January 1st, 2013, ad-referendum of the shareholders’ meeting that considers the documentation corresponding to said fiscal year.”
It was approved to authorize the Board of Directors to make payments in advance on account of fees to directors, ad-referendum of the decision made at the Shareholders’ Meeting that considers the documents belonging to fiscal year started on January 1st, 2013.
NINTH ITEM OF THE AGENDA: “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.”
It was approved to fix the number of regular directors at nine (9) and the number of alternate directors at four (4). Also, it was resolved to re-elect Messrs. Eduardo J. Escasany, Pablo Gutierrez and Luis O. Oddone as regular directors all of them for a three (3) year term of office and to elect Mr. Juan Miguel Cuattromo as Regular Director for a one (1) year term of office. Additionally, it was approved that alternate directors replace regular directors in the following order: María Ofelia H. de Escasany, Sergio Grinenco, Alejandro M. Rojas Lagarde and Luis S. Monsegur; and that alternate directors replace independent regular directors in the following order: Alejandro M Rojas Lagarde and Luis S. Monsegur.
TENTH ITEM OF THE AGENDA: “Election of three syndics and three alternate syndics for one-year term of office.”
It was approved to re-elect Dr. Enrique M. Garda Olaciregui and the public accountants Norberto D. Corizzo and Luis A. Díaz as regular syndics, and the lawyers Miguel N. Armando, Fernando Noetinger and Horacio Tedín as alternate syndics all of them for a one (1) year term of office.
ELEVENTH ITEM OF THE AGENDA: “Compensation of the independent accountant certifying the Financial
Statements for fiscal year 2011.”
It was approved that the compensation for the accountant who certified the Financial Statements for fiscal year 2012 be fixed in Ps. 1,1017,000.
TWELFTH ITEM OF THE AGENDA: “Appointment of the independent accountant and alternate accountant to certify the Financial Statements for fiscal year 2013.”
It was approved the appointment of the accountants Diego Luis Sisto and Eduardo Horacio Sajón as
independent accountant and alternate accountant, respectively. Both accountants are from Price
Waterhouse Co. S.R.L
GRUPO FINANCIERO GALICIA S.A. CUIT 30-70496280-7
THIRTEENTH ITEM OF THE AGENDA: “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.”
It was approved to extend the period of effectiveness and to update the Global Program for the issuance of simple, short, mid-and/or long term Negotiable Obligations, non-convertible into shares for a new period of five (5) year, or the longest period that the current regulations may allow once authorized by the Comisión Nacional de Valores.
FOURTEENTH ITEM OF THE AGENDA: “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 was approved the 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 and the Negotiable Obligations to be issued within the same program, up to the amount set by the named Shareholder´s Meeting, including the date in which the file will be completed before the applicable offices.
Yours sincerely,
Jose Luis Gentile
Attorney in fact
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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