SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
May 3, 2017
Commission File Number: 001-32827
MACRO BANK INC.
(Translation of registrant’s name
into English)
Sarmiento 447
Buenos Aires C1 1041
Tel: 54 11 5222 6500
(Address of registrant’s 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.
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):
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):
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.
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): 82-
N/A
INDEX
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1.
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Translation of a submission from Banco Macro to the CNV dated
on May 3, 2017.
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RESOLUTIONS ADOPTED BY THE GENERAL
AND SPECIAL SHAREHOLDERS’ MEETING HELD ON 04/28/2017
ITEM # 1:
For a majority
of 582,961,633 votes for, 368,580 abstentions and 4,520 votes against this motion, the Shareholders decided to appoint the representative
of Mr. Jorge Horacio Brito together with the representatives of the shareholder ANSES FGS and The Bank of New York Mellon, to sign
the minutes of this meeting.
ITEM # 2
:
For a majority
of 577,302,853 votes for, 6,029,620 abstentions and 2,260 votes against this motion, the Shareholders resolved to approve the documents
under Section 234, subsection 1, of Law 19550, for the fiscal year of the Company ended December 31, 2016.
ITEM # 3
:
For a majority
of 582,943,183 votes for, 389,290 abstentions and 2,260 votes against this motion, with the appropriate abstention in each case
of the shareholders members of the Board with respect to their own administration, the Shareholders resolved to approve the administration
of the Board and the acts and proceedings performed by the Supervisory Committee from its designation and up to the date hereof.
ITEM # 4
:
For a majority
of 582,216,473 votes for, 1,114,950 abstentions and 3,310 votes against this motion, to apply the accumulated retained earnings
as of December 31, 2016 totaling AR $ 6,732,504,739.99 as follows:
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a)
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the amount of AR $ 1,308,459,923 to the
Legal Reserve Fund;
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b)
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the amount of AR $ 52,463,132.30 to personal
asset tax payable on the shares or participating interests held by the company;
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c)
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the amount of AR $ 5,371,581,684.69 to the optional
reserve fund for future distribution of profits under Communication “A” 5273 issued by the Central Bank of the Republic
of Argentina.
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ITEM # 5
:
For a majority
of 582,947,993 votes for, 380,600 abstentions and 6,140 votes against this motion, the Shareholders resolved to approve the separation
of AR $ 701,475,633.60 from the optional reserve fund, representing AR $ 1.20 per share, for the payment of a cash dividend, subject
to prior authorization of the Central Bank of the Republic of Argentina (BCRA). The shareholders further resolved to delegate to
the Board the power to determine the effective availability to the Shareholders of the approved cash dividend, pursuant to their
respective shareholdings, upon receipt of the applicable authorization from de BCRA.
ITEM # 6
:
For a majority
of 582,862,803 votes for, 466,770 abstentions and 5,160 votes against this motion, the Shareholders’ Meeting resolved to
approve the remunerations payable to the members of the Board of Directors for the fiscal year ended December 31, 2016, on the
amount of AR$ 273,402,491.85, this amount representing 4.96% of the computable profit, i.e., after deducting the legal reserve
fund from the net profit for the year. In addition, the Shareholders’ Meeting resolved to delegate to the Board of Directors
the allocation of the approved remunerations to each member of the Board.
ITEM # 7
:
For a majority
of 554,574,433 votes for, 19,159,270 abstentions and 9,601,030 votes against this motion, the Shareholders’ Meeting resolved
to approve an amount of fees for the Supervisory Committee equal to AR$ 1,224,556.20, such amount being reported in the statement
of income for the fiscal year ended December 31, 2016, and to delegate to the Board of Directors the allocation of the approved
remunerations to each member of the Supervisory Committee.
ITEM # 8
:
For a majority
of 553,852,113 votes for, 18,689,340 abstentions and 10,793,280 votes against this motion, the Shareholders resolved to approve
the Auditor’s remuneration of AR$ 12,283,440, payable for such Auditor’s work related to the audit of the Company’s
financial statements for the fiscal year ended December 31, 2016.
ITEM # 9
:
For a majority
of 569,738,733 votes for, 419,020 abstentions and 13,176,980 votes against this motion, the Shareholders’ Meeting resolved
to appoint Mr. Marcos Brito as regular director to hold office for three fiscal years, as per the proposal of the shareholders
Jorge Horacio Brito and Delfín Jorge Ezequiel Carballo.
For a majority of 569,730,073 votes for,
427,700 abstentions and 13,176,960 votes against this motion, the Shareholders’ Meeting resolved to appoint Mr. Delfín
Federico Ezequiel Carballo as regular director to hold office for three fiscal years, as per the proposal of the shareholders Jorge
Horacio Brito and Delfín Jorge Ezequiel Carballo.
For a majority of 579,150,883 votes for,
436,970 abstentions and 3,746,880 votes against this motion, the Shareholders’ Meeting resolved to appoint Mr. Alejandro
Eduardo Fargosi as regular director to hold office for three fiscal years, as per the proposal of the shareholder ANSES-FGS.
For a majority of 570,539,613 votes for,
433,960 abstentions and 12,361,160 votes against this motion, the Shareholders’ Meeting resolved to appoint Mr. Juan Martín
Monge Varela as regular director to hold office for one fiscal year, as per the proposal of the shareholder ANSES-FGS.
The shareholders present expressly state
that Messrs. Marcos Brito and Delfín Federico Ezequiel Carballo shall act as non-independent directors and Messrs. Alejandro
Eduardo Fargosi and Juan Martín Monge Varela shall act as independent directors, the latter pursuant to the provisions of
section 13; Article III, Chapter III, Title II of the Rules of the Argentine Securities Exchange Commission (“CNV”).
ITEM # 10
:
For a majority
of 553,756,773 votes for, 19,979,660 abstentions and 9,598,300 votes against this motion, the Shareholders’ Meeting resolved
that the Supervisory Committee shall be composed of three regular members and three alternate members and designated the Accountants
Alejandro Almarza, Carlos Javier Piazza and Silvana María Gentile as regular syndics and the Accountants Alejandro Carlos
Piazza, Leonardo Pablo Cortigiani and Enrique Alfredo Fila as alternate syndics, to hold office for one fiscal year. All the members
of the Supervisory Committee shall act as independent members.
The Certified Public Accountants Alejandro
Almarza, Carlos Javier Piazza, Alejandro Carlos Piazza and Leonardo Pablo Cortigiani were appointed as per the proposal submitted
by the shareholders Jorge Horacio Brito and Delfín Jorge Ezequiel Carballo, and the Certified Public Accountants Silvana
María Gentile and Enrique Alfredo Fila were appointed as per the proposal submitted by the shareholder ANSES-FGS.
ITEM # 11
:
For a majority
of 562,816,953 votes for, 10,589,640 abstentions and 9,928,140 votes against this motion, the Shareholders’ Meeting resolved
to designate as Independent Auditors for the fiscal year ending December 31, 2017, the Certified Public Accountant Norberto M.
Nacuzzi, who shall act as regular auditor and the Certified Public Accountant Victor A. Bresler as alternate auditor, all of them
partners at the accounting and auditing firm Pistrelli, Henry Martin y Asociados S.R.L.
ITEM # 12
:
For a majority
of 554,580,863 votes for, 19,150,740 abstentions and 9,603,130 votes against this motion, the Shareholders’ Meeting resolved
to establish the budget for the Supervisory Committee in AR$ 975,000.
ITEM # 13
:
For a majority
of 581,349,433 votes for, 1,980,890 abstentions and 4,410 votes against this motion, the Shareholders’ Meeting resolved:
(i) to extend of the maximum amount of the Bank’s Global Program of Negotiable Obligations (hereinafter referred to as the
“Program”) of USD 1,000,000,000 to USD 1,500,000,000 or its equivalent in any other currency or to any lesser amount,
as the Board of Directors shall determine in due time; and (ii) to delegate to the Board of Directors the necessary powers to perform
before the CNV, the
Mercado de Valores de Buenos Aires S.A.
(“MERVAL”), the
Mercado Abierto Electrónico
S.A.
(“MAE”) and any other market of the Republic of Argentina and/or foreign market, all necessary acts and proceedings
to obtain the authorization for the Program’s extension and to perform all the acts the Board shall deem convenient to carry
out such extension, authorizing the Board to sub-delegate to one or more of its members, or to whom they shall deem appropriate,
the above described powers.
ITEM # 14
:
For a majority
of 582,947,043 votes for, 385,430 abstentions and 2,260 votes against this motion, the Shareholders’ Meeting resolved to
authorize the Attorneys Roberto Julio Eilbaum, Carolina Paola Leonhart, Carla Valeria Lorenzo, Ana Cristina Rodríguez, Hugo
Nicolás Luis Bruzone, José María Bazán and María Lucila Winschel, and the Notaries Public Alejandro
Senillosa and Gabriela Eliana Blanco so that the above mentioned persons, acting jointly, individually or separately, may perform
all necessary acts, proceedings and filings before all relevant entities in order to obtain the administrative consent and registration
of the resolutions adopted in this Shareholders’ Meeting, as the case may be, with the power to execute and deliver all instruments
necessary to such effect, publish official notices, answer requests and separate and withdraw documents.
ITEM # 15
:
For a majority
of 582,735,703 votes for, 387,750 abstentions and 211,280 votes against this motion, the Shareholders’ Meeting resolved:
(i) to increase the corporate capital by public offering on the amount of up to the nominal value of $74,000,000, through the issuance
of up to 74,000,000 new Class B book-entry common shares, entitled to 1 vote per share and of par value AR $1 each. Such capital
increase represents an increment of approximately 12.66% of the capital stock that would, therefore, grow from the nominal value
of AR $584,563,028 to AR $ 658,563,028. The new Class B shares would rank
pari passu
the then outstanding Class B book-entry
common shares, including as to the right to receive dividends. The Class B shares to be issued as a result of the proposed capital
increase shall be publicly offered in the Republic of Argentina, pursuant to the applicable rules and regulations and, accordingly,
the Bank shall apply for the authorization for such public offering before the CNV and the listing thereof in the markets and exchanges
in which Class B shares are currently listed. In addition, such Class B shares, or the relevant share certificates, may be offered
abroad. For such purpose, the Bank may request the public offering and listing of the above mentioned shares , or share certificates
representing such shares, as the case may be, or in any foreign market, before any similar entities or authorities and/or the applicable
foreign exchanges, including the US Securities Exchange Commission and the New York Stock Exchange; (ii) that the subscription
price (nominal value plus the premium on the new issued shares) of the new shares be determined by the Board as delegated by the
Shareholders’ Meeting pursuant to these resolutions and to authorized the Board to fix an indicative subscription price,
if necessary, which might not be binding; (iii) to authorize the Board to fix the final subscription price for the Class B shares
and, therefore, the relevant premium on the new issued shares, between a minimum equal to 90% and a maximum of 110% of the average
trading prices, weighted by the negotiated volume, of Banco Macro’s ADRs quotations, occurring in the New York Stock Exchange
during the five business days in the securities exchange business immediately before the date on which the Board shall determine
the subscription price, dividing by ten the resulting price in US dollars in order to obtain the US dollar price per each Class
B share and converting the resulting amount to Argentine pesos applying the reference rate of exchange informed by the BCRA for
the day on which the Board shall fix such subscription price or the date the Board shall determine; and (iv) that the funds obtained
as a result of the subscription of the newly issued shares be applied to general corporate purposes including, but not limited
to, the extension of the Bank’s lending capacity, potential acquisitions and capital expenditure.
ITEM # 16
:
For a majority
of 579,178,193 votes for, 1,969,360 abstentions and 2,187,180 votes against this motion, the Shareholders’ Meeting resolved
to reduce the term allowed for the exercise of the preemptive right and the right of the remaining shareholders to increase their
ownership by picking up the new Class B shares to be issued pursuant to the resolution in Item 15 above, up to the statutory minimum
term of 10 days as provided for under section 194 of the Argentine Business Company Law No. 19550, as amended, the Board being
able to fix a longer term, if necessary. To such effect, the Bank shall make all applicable official notices. The shareholders
of the Bank may exercise their preemptive rights in the applicable proportion and as determined by the Board in due time. Additionally,
they may exercise the right to increase their ownership interest by picking up the new shares not subscribed by other shareholders
who exercised their preemptive right, simultaneously with the exercise of their preemptive right and in the same proportion as
that of the new subscribed shares acquired upon the exercise of such preemptive right.
ITEM # 17
:
For a majority
of 582,761,123 votes for, 383,040 abstentions and 190,570 votes against this motion, the Shareholders’ Meeting resolved to
approve the application for the relevant authorization for the public offering of the new shares within the country and/or in such
foreign markets as the Board may in due time determine, and the listing of the Class B shares in the MERVAL, MAE, the New York
Stock Exchange and/or in the stock exchanges and/or markets within the country and/or abroad under the terms and conditions as
the Board shall determine in due time.
ITEM # 18
:
For a majority
of 559,496,843 votes for, 387,430 abstentions and 23,450,460 votes against this motion, the Shareholders’ Meeting resolved
to delegate to the Board all necessary powers to (i) implement the capital increase and the issuance terms and conditions not established
by the Shareholders’ Meeting, and authorize the Board so that it may, if necessary, decide an additional increase of up to
15% in the number of authorized shares in case of oversubscribed issue, under Sect. 62 of the Argentine Capital Market Law No.
26831; (ii) request the public offering and listing of the shares (or share certificates) to be issued pursuant to the capital
increase previously resolved to the CNV, the US Securities and Exchange Commission, the Buenos Aires Stock Exchange, the New York
Stock Exchange and/or any other similar entity abroad, (iii) execute and deliver any and all kinds of agreements with local and/or
foreign financial entities and perform all necessary and/or convenient acts aimed at implementing the resolutions approved by this
Shareholders’ Meeting, (iv) if necessary, extend and/or adjust the American Depositary Receipts program currently in force
between the Bank and The Bank of New York Mellon as depositary, representing American Depositary Shares and delegate to the Board
the determination of all the terms and conditions and the scope thereof, and (v) implement all other resolutions as this Shareholders’
Meeting may adopt regarding Items 15, 16 and 17 of the Agenda. Particularly, the Shareholders’ Meeting resolved to grant
to the Board the broadest powers so that it may: (a) determine the amount, price and term within which the Bank shall make the
public offering of the new Class B shares; (b) decide, negotiate, agree, amend, modify, subscribe and/or issue any kind of documents
necessary or convenient for the issuance and placement of the new Class B shares; (c) make all the necessary filings and perform
all the acts necessary; and (d) cause all official notices to be published in the newspapers and applicable official gazettes,
make amendments and deliver all the necessary documents in order to comply with all the requirements that the controlling entities
and/or other relevant authorities may impose. The Shareholders’ Meeting further resolved to sub-delegate, without limitation,
for the maximum term permitted by the applicable laws in force, to one or more directors and/or managers of the Company the performance
of all and each of the acts the Board is either implicitly or expressly empowered to carry out.
ITEM # 19
:
For a majority
of 554,842,093 votes for, 18,879,360 abstentions and 9,613,280 votes against this motion, the Shareholders’ Meeting resolved
to designate Mr. Fabián de Paul, who is an independent member, as alternate director for two fiscal years, to fill the vacancy
arising after the designation of Mr. Delfín Federico Ezequiel Carballo as regular director under item 9 of the agenda.
Signed: Delfín Jorge Ezequiel Carballo
(Vice Chairman); Ernesto López (representing the shareholder Jorge Horacio Brito); Ignacio Alvarez Pizzo (representing ANSES
FGS); Leonardo Agustín Pérez (representing The Bank of New York Mellon); Alejandro Almarza (member of the Supervisory
Committee).
SIGNATURE
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, thereto duly authorized.
Date: May 3, 2017
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MACRO BANK INC.
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By:
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/s/ Jorge F. Scarinci
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Name: Jorge F. Scarinci
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Title: Finance Manager
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