FORM
6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of
Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April 2021
Commission File Number: 001-12568
BBVA Argentina Bank S.A.
(Translation of registrants name into English)
111
Córdoba Av, C1054AAA
Buenos Aires, Argentina
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): N/A
BBVA Argentina
Bank S.A.
TABLE OF CONTENTS
Material
Event
1.- SUMMARY OF ANNUAL GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDER MEETING
2.- LIST OF MEMBERS OF THE BOARD OF DIRECTORS,
THE SUPERVISORY COMMITTEE AND THE EXTERNAL AUDITOR
SUMMARY OF Banco
BBVA Argentina S.A. (“BBVA ARGENTINA”) ANNUAL GENERAL ORDINARY AND EXTRAORDINARY
SHAREHOLDERS MEETING HELD, ON FIRST CALL, ON APRIL 20, 2021.
Banco
BBVA Argentina S.A.ʼ President, María Isabel Goiri Lartitegui, called
the Meeting to order at 11,05 a.m., on April 20, 2021, assumed the chairmanship of the Meeting and stated that it shall be held as a remote
meeting in accordance with the Comisión Nacional de Valores or CNV (the Argentine Securities and Exchange Commission)
General Resolution 830/2020. The Chairman informed the Shareholders that, in compliance with such resolution, the recording of such Meeting
was in progress in the form of a digital file.
The following Shareholders were identified:
(i) Juan Patricio Duggan, DNI 8,007,624 representing the shareholders Banco Bilbao Vizcaya Argentaria S.A. and Corporación General
Financiera S.A., who expressed that his location was in the Autonomous City of Buenos Aires; (ii) Gotardo César Pedemonte, DNI
16,454,760, representing the shareholder BBV América S.L., who expressed that his location was in the Autonomous City of Buenos
Aires; (iii) María Gabriela Grigioni, DNI 16,623,571 in the name and on behalf of The Bank of New York Mellon, who expressed
that her location was in the Autonomous City of Buenos Aires. Mrs. Grigioni informed to the Meeting that, in accordance with section 9,
11 and 12, Chapter II, Title II of the Comisión Nacional de Valores Rules, O.T. 2013, The Bank of New York Mellon was acting
sole and exclusively as Depository of the ADR Program, under the Deposit Agreement entered into with Banco BBVA Argentina S.A. on December
1st, 1993, amended on August 12th, 1997 and May 28th, 2013 and therefore she will cast the votes in divergent form. Likewise, she informed
that pursuant to section 13 of such rules, the Depository had delivered, in the Secretaryʼs Office, a copy of the registry of voting
instructions and (iv) Marianela Lago, DNI 27,236,346 in the name and on behalf of ANSES FGS (Fund of Sustainability Guarantee), Law 26,425,
who expressed that her location was in Banfield, Province of Buenos Aires.
As it was previously informed, five shareholders
attended the Meeting represented by their proxies, with a holding of 543,891,115 book-entry, ordinary shares of one vote per share and
a principal amount of one peso each, which represents the same principal amount of Argentine pesos, an attendance of 88,78% of the capital
stock of Argentine pesos 612,659,638, so the quorum to hold the session as an extraordinary meeting was obtained.
Mr. Félix Ariel Schmutz, Public
Accountant, DNI 16,123,616 participated and attended on behalf of Bolsas y Mercados Argentinos S.A. and Victoria Caro, DNI 39,918,662
attended on behalf of the Comisión Nacional de Valores.
Consequently, having complied with all of the legal
and statutory requirements, the Chairman declared the Annual General Ordinary and Extraordinary Shareholders Meeting corresponding to
the fiscal year 2020 officially open and the items provided for in the Agenda were considered, the voting of which originated the results
informed below:
1°) Holding
of the remote Meeting in accordance with the CNV General Resolution No. 830/2020.
The holding of the remote Meeting through
the Webex platform, which complies with the requirements established in the CNV General Resolution No. 830/2020 was approved by majority
of attending votes.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 542,745,466.
Negative votes: 899,694.
Abstentions: 245,955.
2°) Appointment
of two shareholders to prepare and sign the Meeting minutes, together with the First Vice President of the Board.
The majority of attending votes approved
the appointment of Banco Bilbao Vizcaya Argentaria S.A. and BBV América S.L. proxies to prepare and sign the minutes together with
the Board of Directors First Vice-president, Mr. Jorge Delfín Luna, considering the impossibility that the President of the Company
signs the minutes because of his residence abroad and the restrictions imposed by the COVID-19 pandemic.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 543,610,894.
Negative votes: 153,792.
Abstentions: 126,429.
3°) Consideration
of the Integrated Report, Financial Statements, Supplementary Information and other Accounting Information, Report of the Supervisory
Committee and Auditor Report related to corporate Fiscal Year No. 146, ended on December 31, 2020.
The
Integrated Report, Financial Statements, Supplementary Information and other Accounting Information, Report of the Supervisory Committee
and Auditor Report related to corporate Fiscal Year No. 146, ended on December 31, 2020 were approved by the majority of votes attending
the Meeting.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 541,665,595.
Negative votes: 93,549.
Abstentions: 2,131,971.
4°) Consideration
of the management of the Board of Directors, General Manager and the Supervisory Committee in relation with the corporate Fiscal Year
N° 146 ended on December 31, 2020.
The management of the Board of Directors,
General Manager and the Supervisory Committee during fiscal year 2020 was approved by the majority of attending votes.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 543,520,543.
Negative votes: 99,498.
Abstentions: 271,074.
5°)
Consideration of the results of the corporate
Fiscal Year N° 146, ended on December 31 2020. Consideration of the not-classified results as of December 31, 2020 that reflect a
negative balance of AR$ 29,431,352,199.86. Proposal to absorb the amount of AR$ 29,431,352,199.86 of the voluntary reserve for future
distribution of results, the balance of which amounts to AR$ 55,727,557,543.48 as of December 31, 2020.
The following was approved by the majority of the
votes attending the Meeting: (i) the result of the fiscal year that amounts to AR$ 12,044,576,733.32; (ii) the absorption, up to the concurrent
amount, of the unappropriated retained earnings negative balance as of December 31, 2020 which amounts to AR$ 29,431,352,199.86 with the
voluntary reserve for future distribution of results, which amounts to AR$ 55,727,557,543.48 as of December 31, 2020.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 543,161,941.
Negative votes: 318,192.
Abstentions: 410,982.
6°)
Partial write-off of the voluntary reserve fund, for future profit distributions, to apply the amount of AR$ 7,000,000,000
to the payment of a cash dividend subject to the prior authorization of the Central Bank of the Argentine Republic.
Delegation to the Board of the powers for its implementation
and for determination of the date on which it shall be put at disposal of the Shareholders.
The following issues were approved by the majority
of the votes attending the Meeting: (i) to write-off partially the voluntary reserve, to apply the amount of AR$ 7.000,000,000 on a pro
rata basis to the nominal holding of each shareholder, equivalent to AR$ 11,42559353 per share to the payment of a cash dividend and (ii)
to delegate to the Board of Directors the powers whereby, once that the suspension of the distribution of results has been terminated
and when the corresponding authorization by the Argentine Central Bank has been obtained they may determine the date for the implementation
of the write-off and the date of payment of the dividend, as well as they may appoint the authorized individuals for the necessary filings
before the corresponding agencies.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 500,988,724.
Negative votes: 42,601,446.
Abstentions: 300,945.
7°)
Consideration of the Board remuneration
corresponding to the Fiscal Year No 146, ended on December 31, 2020.
The
following issues were approved by the majority of the votes attending the Meeting: (i) the total remunerations received by the Directors
during the fiscal year ended on December 31, 2020 in the amount of AR$ 33,020,687.91 (nominal value) (thirty-three million twenty thousand
six hundred and eighty-seven Argentine pesos and ninety-one cents), sum that expressed in constant currency, as of December 31, 2020 amounts
to AR$ 39,181,204.96 (thirty-nine million one hundred eighty-one thousand two hundred and four Argentine pesos and ninety-six cents) and
(ii) authorization to the Board to make advances on account of remunerations, ad referendum of resolutions of the Shareholders Meeting
which considers the documentation corresponding to the fiscal year 2021.
The counting of votes showed the following
figures, as mentioned below:
Positive
votes: 500,656,186.
Negative votes: 43,087,257.
Abstentions: 147,672.
8°)
Consideration of the Supervisory Committee
remuneration corresponding to the Fiscal Year No 146, ended on December 31, 2020.
The total amount of AR$ 2,586,885 (nominal value)
was approved by the majority of the votes attending the Meeting, as remunerations received by the members of the Supervisory Committee
for the fiscal year ended on December 31, 2020.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 500,663,194.
Negative votes: 43,091,106.
Abstentions: 136,815.
9°)
Determination of the number of members
of the Board of Directors and appointment of Directors, as appropriate. Authorization for carrying out the proceedings and filings and
registration of the adopted resolutions.
The following issues were approved by the
majority of votes attending the Meeting: a) to maintain the composition of the Board of Directors in seven Directors and three Alternate
Directors and b) to certify, in accordance with the favorable recommendation submitted to the Meeting by the Appointment and Remuneration
Committee in its meeting held on March 9, 2021, that the members of the Board of Directors are not to be included in the incapacities
provided for in the Financial Entities Law and that they maintain the conditions of legal capacity, eligibility, competence, honesty,
expertise in the financial activity and the possibility of operational commitment that were evaluated by the Argentine Central Bank at
the moment of issue the corresponding authorization to serve in their respective offices.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 494,362,219.
Negative votes: 47,828,724.
Abstentions: 1,700,172.
Furthermore, the following issues were
approved by the majority of votes attending the Meeting:
(a) The re-election
of the following Directors, for three fiscal years, to remain in office until December 31, 2023:
(i) Mrs. María
Isabel Goiri Lartitegui, who is a non independent member under both local and foreign rules; and
(ii) Mr. Gabriel Eugenio
Milstein, who is a non independent member under both local and foreign rules;
(b) the election of
the following Directors:
(i) Mrs. Nuria Alonso
Jiménez, who will complete Mr. Juan Manuel Ballesteros Castellanoʼs term of office, until December 31, 2022. She is a non
independent member under both local and foreign rules; and
(ii) Mr. Ernesto Mario
San Gil, with the term of office until December 31, 2023, who is an independent member under both local and foreign rules; and
(c) to authorize any
of the Directors of the company, so that, with the greater powers, they may enter into these resolutions as a public deed, and/or carry
out any other necessary and/or convenient act to implement and document the resolutions approved by the Meeting before the Comisión
Nacional de Valores and they proceed to the registration thereof in the Public Commercial Registry in charge of the Inspección
General de Justicia (the authority in charge of companies registrations).
The counting of votes showed the following
figures, as mentioned below:
Positive
votes: 494,362,219.
Negative
votes: 47,828,724.
Abstentions: 1,700,172.
10°)
Appointment of three Regular Statutory
Auditors and three Alternate Statutory Auditors for the current fiscal year Statutory Auditors’ Committee.
The
shareholder Banco Bilbao Vizcaya Argentaria S.A. submitted the following proposal to form the Staturory Auditorsʼ Committee or Supervisory
Committee for the fiscal year 2021:
(i)
Regular Statutory Auditors: Alejandro Mosquera, Gonzalo José Vidal Devoto and Vanesa Claudia Rodríguez.
(ii)
Alternate Statutory Auditors: Julieta Paula Pariso, Lorena Claudia Yansenson and Daniel Oscar Celentano.
Subsequently, ANSES FGS Law 26,425, in the role of
shareholder, proposed to Enrique Alfredo Fila, Public Accountant, (DNI 13,094,253) as Regular Statutory Auditor and to Jorge Roberto Pardo,
Public Accountant, (DNI 11,018,727) as Alternate Statutory Auditor, pursuant to the proposal of Sindicatura General de la Nación
(SIGEN – governing body of the internal control system for the national public sector). Likewise, it was informed that the candidates
are independent members to hold office in accordance with Sections 12 and 13, Section III, Chapter III, Title II of the CNV Rules.
The shareholder Banco Bilbao Vizcaya Argentaria proposal
was approved by the majority, in accordance with the following figures:
Positive votes: 499,291,090.
Negative votes: 42,911,778.
Abstentions: 1,688,247.
11°)
Compensation of certifying accountant of the Financial Statements for the fiscal year No. 146 ended December 31,
2020.
The majority of votes attending the Meeting approved
the remuneration of the certifying accountant for the fiscal year ended on December 31, 2020 for the total amount of AR$ 155,674,791.18,
plus VAT (nominal value).
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 500,400,505.
Negative votes: 43,354,665.
Abstentions: 135,945.
12°)
Appointment of the certifying accountant
for the financial statements corresponding to fiscal year 2021.
The
majority of votes attending the Meeting approved: the appointment as Auditor for the financial statements corresponding to the fiscal
year which began on January 1, 2020 and will end on December 31, 2021 to KPMG, in particular the following partners Mauricio G. Eidelstein,
Public Accountant, as Regular External Auditor and the partners, Carlos Fernando Bruno and Marcelo Adrián Castillo, Public Accountants
as Alternate External Auditors.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 542,857,135.
Negative votes: 902,871.
Abstentions: 131,109.
13°)
Allocation of the budget to the Audit
Committee under the Capital Markets Law No. 26.831 to hire professional advice.
The
allocation of a budget of AR$ 1,979,685.31 (nominal value) to the Audit Committee was approved by the majority of votes attending the
Meeting.
The counting of votes showed the following
figures, as mentioned below:
Positive votes: 500,877,646.
Negative votes: 42,847,980.
Abstentions: 165,489.
14°) Amendment
and replacement of Section Twenty-Two of the Corporate By-Laws to include the holding of Remote Board Meetings. Authorization to the Board
to prepare and approve an Ordered Text of the Corporate By-Laws.
The
majority of votes attending the Meeting approved:
(i)
the proposal of the Board to amend section twenty-two of the corporate By-Laws, as follows:
“SECTION TWENTY-TWO. The Ordinary and Extraordinary
Shareholders Meetings shall be convened by the Board of Directors or the Supervisory Committee in those cases provided for by Law or when
the Shareholders deem it necessary or finally if required by the shareholders representing at least five per cent of the capital stock
pursuant the provisions of section 236 of the Argentine Companies Law.
Remote Meetings: all the Shareholders Meetings
(general, special, class meetings, whether ordinary or extraordinary and any other type) may be hold as a remote meeting by the use of
communication channels that allow simultaneous transmission of sounds, images and words and in compliance with other requirements established
by the applicable rules in force now or in the future, including, without limitation, the CNV Rules.
In case of the holding of a remote meeting, the minutes
shall be prepared and signed within five (5) business days as from holding of the Meeting by the chairman, two shareholders appointed
by the Meeting to such purpose and by the representative of the Supervisory Committee.
Those
shareholders who attend the meeting and those who participate remotely shall be considered to determine the quorum and majorities. Subject
to the provisions of the applicable laws in force: (a) the Company may hold shareholders meetings (i) exclusively by attending the meeting
in person, (ii) exclusively by remote meeting; and/or (iii) in a mix form, accepting participation in person or remotely; and (b) when
the remote participation is accepted, the individuals who attend may join in any place, inside or outside the jurisdiction of the head
office and in the country or abroad. The minutes shall contain the expressions and shall register the votes and abstentions of the shareholders
who have attended in person or have participated remotely. The Supervisory Committee,by his representative in the act, shall
leave on records the compliance with the requirements established by the applicable rules in force.”, and
(ii)
to authorize the Board so that this organ may (a) prepare and approve an ordered text of the corporate By-Laws which includes the amendment
mentioned above; and (b) make the necessary changes to adjust said text to the comments eventually made by the control agencies.
The counting of votes showed the following
figures, as mentioned below:
Positive
votes: 543,625,261.
Negative votes: 128,673.
Abstentions: 137,181.
Mr. Gonzalo José Vidal Devoto, representing
the Supervisory Committee left on records that said Committee had exercised its powers during all the instances of the Meeting and supervised
due compliance with the legal, ruling and bylaws dispositions, with special observance of the minimum safeguards provided for in the CNV
General Resolution 830/2020. Without limitation of the foregoing, they verified that the Shareholders mentioned at the beginning of the
Meeting were effectively connected and participated in this video conference, which was held regularly in all aspects.
There being no further issues to be dealt
with, this Meeting was adjourned at 12 p.m.
BANCO BBVA
ARGENTINA S.A.
PURSUANT TO THE
MEETING HELD ON APRIL 20, 2021, the list of members of the Board of DirectoRs, the supervisory
committee and the external auditor IS LISTED BELOW.
1)
members of the Board of Directors, RENEWAL OF MANDATES
Director
|
Expiration Date
|
María Isabel Goiri Lartitegui
|
December 31, 2023
|
Gabriel Eugenio Milstein
|
December 31, 2023
|
|
2)
|
NEW MEMBERS OF THE BOARD OF DIRECTORS MANDATES
|
Director
|
Expiration Date
|
Nuria Alonso Jiménez
|
December 31, 2022
|
Ernesto Mario San Gil
|
December 31, 2023
|
3) LIST OF MEMBERS
OF THE BOARD OF DIRECTORS
Offices
|
Directors
|
Expiration Date
|
President
|
María Isabel Goiri Lartitegui (2)
|
December 31, 2023
|
First Vice-president
|
Jorge Delfín Luna (2)
|
December 31, 2022
|
Second Vice-president
|
Alfredo Castillo Triguero (1)
|
December 31, 2022
|
Director
|
Nuria Alonso Jiménez (2)
|
December 31, 2022
|
Director
|
Gabriel Eugenio Milstein (2)
|
December 31, 2023
|
Director
|
Ernesto Mario San Gil (1)
|
December 31, 2023
|
Director
|
Adriana María Fernández de Melero (1)
|
December 31, 2022
|
Alternate Director
|
Gustavo Alberto Mazzolini Casas (2)
|
December 31, 2021
|
Alternate Director
|
Gabriel Alberto Chaufán (2)
|
December 31, 2021
|
Alternate Director
|
Javier Pérez Cardete (1)
|
December 31, 2021
|
|
(2)
|
Non-independent Director
|
4) LIST OF
MEMBERS THE SUPERVISORY COMMITTEE
Regular Statutory Auditor
|
Alejandro Mosquera
|
Regular Statutory Auditor
|
Gonzalo José Vidal Devoto
|
Regular Statutory Auditor
|
Vanesa Claudia Rodríguez
|
|
|
Alternate Statutory Auditor
|
Julieta Paula Pariso
|
Alternate Statutory Auditor
|
Lorena Claudia Yansenson
|
Alternate Statutory Auditor
|
Daniel Oscar Celentano
|
Expiration of
office: December 31, 2021
5) EXTERNAL
AUDITOR
KPMG, accounting
firm, was appointed as external auditor for the fiscal year ending on December 31, 2021, particularly one of the partners, Mauricio G.
Eidelstein, Public Accountant, was appointed as regular external auditor and Carlos Fernando Bruno y Marcelo Adrián Castillo, also
partners of the accounting firm and Public Accountants, were appointed as alternate external auditors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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BBVA Argentina Bank S.A.
|
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Date: April 14th, 2021
|
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By:
|
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/s/ Ernesto Gallardo
|
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Name: Ernesto Gallardo
|
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Title: Chief Financial Officer
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