FORM6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule13a-16 or15d-16
of the Securities Exchange Act of 1934
For the month of March 2020
Commission File Number:001-12568
BBVA Argentina Bank S.A.
(Translation of registrant’s 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 Form20-F or Form40-F:
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b) (1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-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 Rule12g3-2(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 Rule12g3-2(b): N/A
BBVA Argentina Bank S.A.
| Item |
MATERIAL EVENT
BANCO BBVA ARGENTINA S. A.
Proposals of motion for the General Ordinary and Extraordinary Shareholders Meeting to be held on April 7, 2020 at 4 p.m.
| 1) | Appointment of two shareholders to prepare and sign the Meeting minutes, together with the Chairman of the Meeting. |
It is proposed to the Meeting that any two of the attending shareholders be appointed to sign the Minutes together with the Chairman.
| 2) | Consideration of the Annual Report, BBVA Report, Financial Statements, Supplementary Information and other Accounting Information, Report of the Supervisory Committee and Auditor Report related to corporate Fiscal Year No. 145, ended on December 31, 2019. |
The documents to be considered in this item of the Agenda are published in theBolsas y Mercados Argentinos web, and that of the National Securities Commission (the “CNV”).
The Board of Directors expects that the Company General Ordinary and Extraordinary Shareholders Meeting approves the documents submitted for its consideration.
| 3) | Consideration of the management of the Board of Directors, General Manager and the Supervisory Committee. |
To the date hereof, the members of the Board of Directors are as follows:
| President | Isabel Goiri Lartitegui | |
| First Vice President | Jorge Delfín Luna | |
| Second Vice President | Alfredo Castillo Triguero | |
| Directors | Juan Manuel Ballesteros Castellano | |
| Oscar Miguel Castro | ||
| Gabriel Eugenio Milstein | ||
| Adriana María Fernández de Melero | ||
| Alternate Directors | Gabriel Alberto Chaufán | |
| Gustavo Alberto Mazzolini Casas | ||
| Javier Pérez Cardete | ||
To the date hereof theGeneral Manager is Martín Ezequiel Zarich.
The Board of Directors does not submit any proposal on this item and expects that the Shareholders approve its management.
To the date hereof, the members that form the Statutory Auditors Committee are as follows:
| Regular Member of the Statutory Auditors Committee | Mario Rafael Biscardi Alejandro Mosquera Gonzalo José Vidal Devoto | |
| Alternate Members of the Statutory Auditors Committee | Julieta Paula Pariso Lorena Claudia Yansenson Daniel Oscar Celentano | |
The Board of Directors does not summit any proposals on this item and expects that the Shareholders approve their management.
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| 4) | Consideration of the results of the corporate Fiscal Year No. 145 ended on December 31, 2019. Treatment of thenot-classified results as of December 31, 2019, for the amount of AR$ 31,008,199,765.84. It is proposed to apply: a) AR$ 6,201,639,953.17 to the Legal Reserve; and b) AR$ 24,806,559,812.67 to the voluntary reserve for future distribution of results pursuant the Argentine Central Bank Distribution of Results, Ordered Text. |
In accordance with the resolutions of the Board of Directors Meeting held on February 18, 2020, the results of the fiscal year ended on December 31, 2019 are AR$ 24,806,559,812.67 and the Board of Directors proposes to distribute them as follows:
| a) | To voluntary reserve for future distribution of results: AR$ 24,806,559,812.67. |
| b) | To legal reserve: AR$ 6,201,639,953.17.- |
The Board of Directors expects that its proposal be approved by the Company General Ordinary and Extraordinary Shareholders Meeting.
| 5) | Partialwritte-off of the voluntary reserve fund, for future profit distributions, to apply the amount of AR$ 2,500,000,000 to the payment of a cash dividend subject to the prior authorization of the Central Bank of the Argentine Republic. Delegate to the Board the determination of a date to make dividends available to the Shareholders. |
According to the resolutions approved at the Board of Directors Meeting held on February 18, 2020, the Board proposes to apply the amount of AR$ 2,500,000,000 to the payment of a cash dividend, subject to the prior authorization of Central Bank of the Argentine Republic, through the Partialwritte-off of the voluntary reserve fund, for future profit distributions.
The Board of Directors expects that its proposal be approved by the Company General Ordinary and Extraordinary Shareholders Meeting.
| 6) | Consideration of the Board remuneration corresponding to the Fiscal Year No 145, ended on December 31, 2019. |
The Board of Directors proposes to pay to the Directors as fees for the duties performed during the fiscal year ended on December 31, 2019, the amount of AR$ 23,078,832,81.
It is left on records that said proposal has the favorable opinion of the Company Audit Committee and the Appointment and Remuneration Committee.
The Board of Directors expects that its proposal be approved by the Company General Ordinary and Extraordinary Shareholders Meeting.
| 7) | Consideration of the Supervisory Committee remuneration corresponding to the Fiscal Year No 145, ended on December 31, 2019. |
The Board of Directors proposes that Supervisory Committee fees as remuneration for the duties performed during the fiscal year ended on December 31, 2019 be fixed in the amount of AR$ 1,724,590.
The Board of Directors expects that its proposal be approved by the Company General Ordinary and Extraordinary Shareholders Meeting.
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| 8) | 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. |
Section ten of Banco BBVA Argentina S.A.By-laws sets forth that the Board of Directors may be comprised by a minimum of three regular members and a maximum of nine regular members and an equal or lower number of alternate members.
At present, the corporate Board of Directors is composed of seven Directors and three Alternate Directors.
The terms of office of Directors Jorge Delfín Luna, Alfredo Castillo Triguero, Juan Manuel Ballesteros Castellano y Adriana María Fernández de Melero expired on December 31, 2019.
The Board of Directors does not summit any proposal on this item except for the terms provided for in the following paragraph and expects that the Shareholders determine the number and elect the members of the Board.
The Board of Directors will propose that any of the Directors of the Company be authorized, with the maximum powers, so that they may register these resolutions as a notarial instrument and/or carry out any necessary and/or convenient act to prepare and implement the resolutions approved by the Meeting before the CNV and proceed to its registration with the corresponding Public Commercial Registry.
| 9) | Appointment of three Regular Statutory Auditors and three Alternate Statutory Auditors for the current fiscal year Statutory Auditors Committee. |
Pursuant to section 19 of theBy-laws, the supervision of the company shall be in charge of three regular members, appointed annually by the General Ordinary Shareholders Meeting, which shall also elect the same number of alternate members for the same period. The Shareholders Meeting establishes the compensation of the members of the Statutory Auditors Committee.
The terms of the regular members of the Statutory Auditors Committee: Mario Rafael Biscardi, Alejandro Mosquera and Gonzalo José Vidal Devoto and of the alternate members of the Statutory Auditors Committee: Julieta Paula Pariso, Lorena Claudia Yansenson and Daniel Oscar Celentano expired on December 31, 2019.
All the proposed members to integrate the Statutory Auditors Committee shall be independent in accordance with the applicable rules of the CNV.
The Board of Directors does not summit any proposal on this item and expects that the Shareholders make a proposal to fill said vacancies.
| 10) | Compensation of certifying accountant of the Financial Statements for the fiscal year No 145, ended on December 31, 2019. |
The Board of Directors proposes to fix the compensation of remuneration of the certifying accountant of the financial statements for the Fiscal Year ended on December 31, 2019 in the amount of AR$ 71,387,037 plus VAT, considering that the Audit Committee has decided that it is a reasonable amount.
The Board of Directors expects the approval of its proposal by the General Ordinary and Extraordinary Shareholders Meeting.
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| 11) | Appointment of the certifying Accountant for the financial statements corresponding to fiscal year 2020. |
Considering the favorable opinion of the Audit Committee, the Board of Directors proposes the appointment of Mauricio G. Eidelstein as regular member of the Audit Committee and Carlos Fernando Bruno and Marcelo Adrián Castillo as alternate members of the Audit Committee, both of them partners in KPMG, for the financial statements corresponding to the fiscal year to be ended on December 31, 2020.
The Board of Directors expects the approval of its proposal by the General Ordinary and Extraordinary Shareholders Meeting.
| 12) | Allocation of the budget to the Audit Committee under the Capital Markets Law No. 26,831 to hire professional advice. |
Considering the request of the Audit Committee, the Board of Directors proposes the allocation of a budget of AR$ 1,337,625.21 to the Audit Committee, to apply it to the payment of professional advisory services, training and implementation of internal controls during the fiscal year to be ended on December 31, 2020.
The Board of Directors expects the approval of its proposal by the General Ordinary and Extraordinary Shareholders Meeting.
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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.
| BBVA Argentina Bank S.A. | ||||
| Date: March 10th, 2020 | By: | /s/ Ernesto Gallardo | ||
| Name: | Ernesto Gallardo | |||
| Title: | Chief Financial Officer | |||
