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 2024
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 Form 20-F or Form 40-F:
Form 20-F X 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 X
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 X
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 X
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
Item
Relevant Event
1.- Summary of 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 / EXTRAORDINARY SHAREHOLDERS MEETING HELD, ON FIRST CALL, ON APRIL 26, 2024.
Banco BBVA Argentina S.A.ʼs President, Lorenzo de Cristóbal de Nicolás, called the Meeting to order at 15.11 a.m., on April 26, 2024, and assumed the chairmanship of the Meeting.
According to the “Deposit of Shares and Record of Attendance at General Meetings” book, the Meeting held on first call, was attended by 14 shareholders, 7 per se and 7 represented by proxies, who registered a holding of 541.882.446 ordinary book-entry shares, with one vote per share and one peso par value each, representing an equal amount of capital stock in pesos, resulting in a presence of 88.44 % on a capital stock of pesos 612.710.079, thus complying with the legal and statutory quorum.
Félix Ariel Schmutz, certified public accountant, who attended on behalf of Bolsas y Mercados Argentinos S.A. and Máximo Acosta, certified public accountant, on behalf of the Comisión Nacional de Valores (Argentine Securities and Exchange Commission or “CNV”), participated in the meeting.
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 2023 officially open and the items provided for in the Agenda were considered, the voting of which originated the results informed below.
1°) 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.
The counting of votes showed the figures mentioned below:
Positive votes: 537.718.389
Negative votes: 42.678
Abstentions: 4.121.379
2°) Consideration of the Integrated Annual Report, Financial Statements, Supplementary Information and other Accounting Information, Report of the Supervisory Committee and Auditor Report related to corporate Fiscal Year No. 149, ended on December 31, 2023.
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The Integrated Annual Report, Financial Statements, supplementary information and other accounting information, Report of the Supervisory Committee and Auditor Reports related to corporate Fiscal Year No. 149, ended on December 31, 2023 were approved by the majority of votes attending the Meeting.
The counting of votes showed the figures mentioned below:
Positive votes: 538.307.128
Negative votes: 14.499
Abstentions: 4.133.316
3°) Consideration of the management of the Board of Directors, General Manager and the Supervisory Committee, corresponding to the Fiscal Year 149 ended December 31, 2023.
The managements of the Board of Directors, General Manager and the Supervisory Committee during fiscal year 2023 were approved by the majority of attending votes.
The counting of votes showed the figures mentioned below:
Positive votes: 537.824.115
Negative votes: 14.187
Abstentions: 4.044.144
4°) Consideration of the results of the corporate Fiscal Year 149 ended on December 31, 2023. Treatment of the Retained Results as of December 31, 2023 in the amount of AR$ 164.541.887.957,12. It is proposed to apply: A) AR$ 32.908.377.591,42 to Legal Reserve; B) AR$ 131.633.510.365,70 to the voluntary reserve for future distribution of results pursuant the Argentine Central Bank Rules on “Distribution of Results”, Ordered Text.
The following was approved by the majority of the votes attending the Meeting: (a) the result of the fiscal year, that amounts to AR$ 164.541.887.957,12; (b) that the retained results as of December 31, 2023 in the amount of AR$ 164.541.887.957,12 shall be applied: (i) AR$ 32.908.377.591,42 to Legal Reserve; and (ii) AR$ 131.633.510.365,70 to voluntary reserve for future distribution of results, in accordance with the Ordered Text of the Argentine Central Bank Rules.
The counting of votes showed the figures mentioned below:
Positive votes: 538.017.255
Negative votes: 107.544
Abstentions: 3.757.647
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5°) PARTIAL WRITE-OFF OF THE "OPTIONAL RESERVE FOR FUTURE DISTRIBUTIONS OF INCOME", FOR THE DISTRIBUTION OF A DIVIDEND TO BE PAID IN CASH AND/OR IN KIND, OR IN ANY COMBINATION OF BOTH, SUBJECT TO THE PRIOR AUTHORIZATION OF THE ARGENTINE CENTRAL BANK. DELEGATION TO THE BOARD OF DIRECTORS OF THE POWERS TO DETERMINE THE FORM, TERMS, NEGOTIABLE SECURITIES TO BE DELIVERED (IF ANY) AND OTHER TERMS AND CONDITIONS FOR THE PAYMENT OF DIVIDENDS TO THE SHAREHOLDERS.
It was approved by a majority of the attending votes as follows: a) the partial write-off of the optional reserve for future distribution of results in the sum - expressed in homogeneous currency as of December 31, 2023 - of up to $ 264,227,684,640, for the payment of a dividend in cash and/or in kind, or in any combination of both, subject to prior authorization from the Central Bank of the Argentine Republic. This sum amounts in homogeneous currency as of today to $400,627,017,508 based on the last consumer price index published by the INDEC; and b) that the Board of Directors be granted the delegation of powers contemplated in this item of the Agenda, so that, in accordance with the Argentine Central Bank rules, once authorization has been obtained, it may determine the opportunity, modality, terms, marketable securities to be delivered (if any) and other terms and conditions for the payment of the dividends to the shareholders, as well as to designate authorized persons for the necessary filings before the corresponding agencies.
The counting of votes showed the figures mentioned below:
Positive votes: 538.089.081
Negative votes: 35.709
Abstentions: 3.757.656
6°) CONSIDERATION OF THE BOARD REMUNERATION CORRESPONDING TO THE FISCAL YEAR 149, ENDED ON DECEMBER 31, 2023.
The following issues were approved by the majority of the attending votes: a) the fees and remunerations received by the Directors during the fiscal year 149 ended on December 31, 2023 in the amount of AR$ 150.458.472,08; and b) the authorization to the Board of Directors to make advances on account of fees, ad-referendum of what decides the Shareholders' Meeting that considers the documentation for the 2024 financial year.
The counting of votes for the approval of the amount received as fees for the year ended December 31, 2023, showed the figures mentioned below:
Positive votes: 537.785.889
Negative votes: 99.669
Abstentions: 3.996.888
The counting of votes for the authorization to the Board of Directors to make advances on account of fees, ad-referendum of what decides the Shareholders'
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Meeting that considers the documentation for the 2024 financial year, showed the figures mentioned below:
Positive votes: 494.506.269
Negative votes: 99.669
Abstentions: 47.276.508
7°) CONSIDERATION OF THE SUPERVISORY COMMITTEE REMUNERATION CORRESPONDING TO THE FISCAL YEAR 149, ENDED ON DECEMBER 31, 2023.
The fees received by the members of the Supervisory Committee for fiscal year No. 149 ended December 31, 2023 for up to AR$ 11.287.517,52 were approved by a majority of the attending votes.
The counting of votes showed the figures mentioned below:
Positive votes: 537.798.120
Negative votes: 88.551
Abstentions: 3.995.775
8°) DETERMINATION OF THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS.
It was approved by the majority of votes attending the Meeting, that the Board of Directors be conformed by seven Directors and three Alternate Directors.
The counting of votes showed the figures mentioned below:
Positive votes: 488.849.043
Negative votes: 4.114.713
Abstentions: 48.918.690
9°) ELECTION OF DIRECTORS, AS APPROPRIATE, DEPENDING ON WHAT IS RESOLVED IN RESPECT OF THE PRECEDING POINT. AUTHORIZATION FOR CARRYING OUT THE PROCEEDINGS AND FILINGS AND REGISTRATION OF THE ADOPTED RESOLUTIONS.
The following issues were approved by the majority of attending votes:
(a) the certification required according to the recommendation of the Appointment and Remuneration Committee (insofar as the members of the Board are not included in the disqualifications provided for in the Argentine Law on Financial Institutions and that they maintain the conditions of legal ability, suitability, competence, probity, experience in financial activity and possibility of working, which were evaluated by the Argentine Central Bank).
(b) Lorenzo de Cristóbal de Nicolás and Ernesto Mario San Gil are reelected as Directors until December 31, 2026;
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(c) Mr. Gabriel Alberto Chaufán is elected as Director until December 31, 2026; and
(d) Mr. Ignacio Javier Lacasta Casado is elected as Alternate Director, who will complete Mr. Gabriel Alberto Chaufán´s term of office until December 31, 2024;
(e) Messrs. Cristóbal de Nicolás, Chaufán and Lacasta Casado have the status of non-independent for both local and foreign regulations, while San Gil have the status of independent for both local and foreign regulations; and
(f) any of the Company ̓s Directors be authorized, with the broadest powers, to notarize and/or carry out any necessary and/or convenient act in order to implement and submit the resolutions approved by the Meeting before the CNV and proceed to the registration with the corresponding Public Registry in charge of the Inspección General de Justicia (companies registrations authority).
The counting of votes showed the figures mentioned below:
Positive votes: 487.987.962
Negative votes: 4.894.305
Abstentions: 49.000.179
10°) ELECTION OF THREE REGULAR MEMBERS AND THREE ALTERNATE MEMBERS TO INTEGRATE THE SUPERVISORY COMMITTEE DURING THE CURRENT FISCAL YEAR.
The shareholder, Banco Bilbao Vizcaya Argentaria S.A., submitted the following proposal to form the Supervisory Committee for the fiscal year 2024:
(a) the appointment of the following attorneys as regular members of the Supervisory Committee: Vanesa Claudia Rodríguez, Gonzalo José Vidal Devoto and Marcelino Agustín Cornejo;
(b) the appointment of the following attorneys as alternate members of the Supervisory Committee: Julieta Paula Pariso, Lorena Claudia Yansenson and Magdalena Laudignon;
(c) that in all cases the appointment be made for one fiscal year, i.e. until December 31, 2024;
(d) to state for the record that all the proposed candidates have the status of independent according to the provisions of the CNV Rules; and
(e) authorize the members of the Supervisory Committee to participate in the supervisory committees of other companies pursuant to the terms of Sections 298 and 273 of the General Corporations Law, without prejudice to the foregoing, they must maintain the strict level of confidentiality that corresponds to the corporate purpose of the Company.
The shareholder ANSES FGS, Law 26,425, proposed the candidates indicated by Sindicatura General de la Nación (SIGEN) in accordance with the powers conferred by Section 114, Law 24,156, Javier Rodrigo Siñeriz (Identity Card, DNI 21.690.750), attorney, as Regular Member of the Supervisory Committee and Claudia Inés Siciliano (Identity Card, DNI 12.739.046), accountant, as Alternate Member of the Supervisory Committee, also informing that the candidates are independent to hold office pursuant to the provisions of Sections 12 of Section III, Chapter III, Title II of the CNV Rules.
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The proposal of the shareholder Banco Bilbao Vizcaya Argentaria S.A. was approved by majority, as follows:
Positive votes: 492.595.239
Negative votes: 43.585.623
Abstentions: 5.701.584
11°) REMUNERATION OF THE ACCOUNTANT GIVING HIS OPINION CORRESPONDING TO THE FINANCIAL STATEMENTS FOR FISCAL YEAR 149, ENDED ON 31 DECEMBER 2023.
The majority of votes attending the Meeting approved the remuneration of the certifying accountant for the quarterly and annual Financial Statements corresponding to the fiscal year N° 149 ended December 31, 2023 in the amount of AR$ 882.610.789 plus VAT.
The counting of votes showed the figures mentioned below:
Positive votes: 537.577.449
Negative votes: 61.185
Abstentions: 4.243.812
12°) APPOINTMENT OF THE ACCOUNTANT GIVING HIS OPINION CORRESPONDING TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2024.
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, 2024 and will end on December 31, 2024 to the firm Pistrelli, Henry Martin y Asociados S.R.L. in particular the following partners Javier José Huici, as Regular External Auditor and Fernando Ariel Paci as Alternate External Auditor.
The counting of votes showed the figures mentioned below:
Positive votes: 537.619.827
Negative votes: 37.107
Abstentions: 4.225.512
13°) ALLOCATION OF THE BUDGET TO THE AUDIT COMMITTEE UNDER THE CAPITAL MARKETS LAW 26,831 FOR PROFESSIONAL ADVICE.
The allocation of a budget of AR$ 18.441.144,74 to the Audit Committee was approved by the majority of votes attending the Meeting.
The counting of votes showed the figures mentioned below:
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Positive votes: 537.892.182
Negative votes: 110.433
Abstentions: 3.879.831
There being no further issues to be dealt with, this Meeting was adjourned at 15.47 p.m.
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BANCO BBVA ARGENTINA S.A.
PURSUANT TO THE MEETING HELD ON APRIL 26, 2024, the payroll 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 |
| Lorenzo de Cristóbal de Nicolás | December 31, 2026 |
| Ernesto Mario San Gil | December 31, 2026 |
2) NEW MEMBERS OF THE BOARD OF DIRECTORS MANDATES
| Directors | Expiration Date |
| Gabriel Alberto Chaufán | December 31, 2026 |
| Alternate Directors | Expiration Date |
| Ignacio Javier Lacasta Casado | December 31, 2024 |
3) LIST OF MEMBERS OF THE BOARD OF DIRECTORS
| Offices | Directors | Expiration Date |
| President | Lorenzo De Cristóbal De Nicolás (2) | December 31, 2026 |
| First Vice-president | Jorge Delfín Luna (2) | December 31, 2025 |
| Second Vice-president | Javier Pérez Cardete (1) | December 31, 2025 |
| Director | Adriana María Fernández de Melero (1) | December 31, 2025 |
| Director | Ernesto San Gil (1) | December 31, 2026 |
| Director | Gustavo Alberto Mazzolini Casas (2) | December 31, 2025 |
| Director | Gabriel Alberto Chaufán (2) | December 31, 2026 |
| Alternate Director | Gustavo Fabián Alonso | December 31, 2024 |
| Alternate Director | Carlos Eduardo Elizalde (2) | December 31, 2024 |
| Alternate Director | Ignacio Javier Lacasta Casado (2) | December 31, 2024 |
(1) Independent Director
(2) Non-independent Director
4) LIST OF MEMBERS THE SUPERVISORY COMMITTEE
| Regular Statutory Auditor | Gonzalo José Vidal Devoto |
| Regular Statutory Auditor | Vanesa Claudia Rodríguez |
| Regular Statutory Auditor | Marcelino Agustín Cornejo |
| Alternate Statutory Auditor | Julieta Paula Pariso |
| Alternate Statutory Auditor | Lorena Claudia Yansenson |
| Alternate Statutory Auditor | Magdalena Laudignon |
Expiration of office: December 31, 2024
5) EXTERNAL AUDITOR
Pistrelli, Henry Martin y Asociados S.R.L. accounting firm was appointed as external auditor for the fiscal year ending on December 31, 2024, particularly one of the partners, Javier José Huici, Public Accountant, was appointed as regular external auditor and Fernando Ariel Paci, also partner of the accounting firm and Public Accountant, was appointed as alternate external auditor.
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. | ||
| By: | /s/ Carmen Morillo Arroyo | |
| Name: Carmen Morillo Arroyo Title: Chief Financial Officer | ||
Date: April 29, 2024
