Oct
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GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
EXTRAORDINARY SHAREHOLDERS’ MEETING TO BE HELD ON NOVEMBER 21ST, 2013
PROPOSALS OF THE BOARD OF DIRECTORS
The Board of Directors of Grupo Financiero Galicia S.A will submit the following proposals at the above referenced Extraordinary Shareholders’ Meeting:
1) Appointment of two shareholders to sign the minutes.
A proposal will be submitted for the appointment of two shareholders out of the following: Mr. Arturo E. Santillán, Mr. Santiago Braun and Mr. Adolfo Tamini.
2) Consideration of the merger of Lagarcué S.A. and Theseus S.A. into Grupo Financiero Galicia with the simultaneous dissolution of Lagarcué and Theseus without liquidation in accordance with the Art. 82 and following of the Commercial Companies Law and the articles 76 and related of the Income Tax law (20.628). Approval of the Preliminary Merger Agreement executed on September 10th, 2013.
The Board of Directors will propose the approval of the Preliminary Merger Agreement executed on September 10th, 2013 between Grupo Financiero Galicia S.A., Lagarcué S.A. and Theseus S.A., according to the Art. 82 and following of the Commercial Companies Law and the articles 76 and related of the Income Tax law (20.628)
3) Examination of the Special Merger Balance Sheet, the Consolidated Merger Balance Sheet as of June 30th,
2013 and the reports issued by the Supervisory Syndics’ Committee and the external auditors, prepared in accordance with the provisions set forth by Art. 83, section 1st of the Commercial Companies Law and the current regulations (N.T. 2013) set forth by the Comisión Nacional de Valores.
The Board of Directors will propose to vote for the approval of all such documents.
4) Consideration of the securities exchange ratio and the related future capital increase in the amount of $
58,857,580, by issuing the same number of Class “B” shares by the Company, with a face value of $ 1 each and one vote per share (“New Shares”), entitled to participate in the profits of the fiscal year beginning on January
1st, 2013, which will be fully allocated to the shareholders of Lagarcué S.A. and Theseus S.A.. Authorize the Board of Directors and/or its designees to implement and execute all necessary instruments related thereto. Approve the issuance of provisional certificates representing such New Shares for delivery to the shareholders
of the incorporated companies.
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GRUPO FINANCIERO GALICIA S.A.
Cuit 30-70496280-7
The Board of Directors will propose at the shareholders´ meeting the approval of the exchange ratio and the capital increase in the amount of $ 58,857,580, by issuing 36,339,860 (Thirty six millions, three hundred and thirty nine thousand eight hundred and sixty) New Shares to the shareholders of Lagarcué S.A.( at an exchange ratio of 4,100.1760 Class “B” shares for each share of Lagarcué S.A.) and 22,517,720 (Twenty two millions, five hundred and seventeen thousand seven hundred and twenty) Class “B” to the shareholders of Theseus S.A. (at an exchange ratio of 1,876.0077 Class “B” shares for each share of Theseus S.A.). Additionally, delegation to the Board and/or its designees of the authority to implement and execute all necessary instruments related thereto will be proposed. Finally, the Board of Directors will propose the issuance of provisional certificates representing such New Shares for delivery to the shareholders of the target companies.
5) Treatment of the filing requesting the incorporation of the capital increase to the public offering and listing of the securities. Authorize the Board of Directors and/or its designees to execute and implement the necessary procedures for the issuance of the New Shares and the certificates thereof.
The Board of Directors will propose at the Shareholders´ meeting to approve the filing of the capital increase to the public offering and listing of the securities. Similarly, it will be proposed to vote for the delegation to the Board of Directors and/or its designees to execute and implement the necessary procedures for the issuance of New Shares and the certificates thereof.
6) Authorize the Board of Directors to execute the definitive merger agreement and the necessary instruments related thereto and to carry out the various presentations and registrations related to the merger at the respective offices with the purpose of obtaining the corresponding inscriptions.
The Board of Directors will propose to the shareholders to grant this authorization to the Board of Directors.
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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