Table of Contents
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 2025
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 ☒ 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.
Item | |
Relevant Event
Board Proposals to the Annual General Ordinary and Extraordinary Shareholders Meeting to be held on April 23, 2025
Ciudad Autónoma de Buenos Aires, April 3, 2025
Messrs.
Securities and Exchange Commission
RELEVANT EVENT. Board Proposals to the Annual General Ordinary and Extraordinary Shareholders Meeting to be held on April 23, 2025
With due consideration:
In my capacity of Head of Market Relations of Banco BBVA Argentina S.A, I hereby inform the Board Proposals to the Annual General Ordinary and Extraordinary Shareholders Meeting to be held on April 23 at 3 p.m.
Yours sincerely.
BANCO BBVA ARGENTINA S.A.
Eduardo González Correas
Responsable de Relaciones con el Mercado
Av. Córdoba 111, piso 31 (C1054AAA) Ciudad Autónoma de Buenos Aires, Argentina
IGJ 17-10-19 N° 21.332 L.97 T SA (T.O)
BANCO BBVA ARGENTINA S.A.
Annual General Ordinary and Extraordinary Shareholders Meeting
to be held on April 23, 2025, at 3.00 p.m. (the “Meeting”).
Board Proposals:
1) | Appointment of two shareholders to prepare and sign the Meeting minutes, together with the First Vice-Chairman of the Board. |
It is proposed to the Meeting that any two of the attending shareholders be appointed to sign the Minutes together with the First Vice-Chairman.
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 150 ended on December 31, 2024. |
The documents to be considered in this item of the Agenda are published in the Bolsas y Mercados Argentinos web and Comisión Nacional de Valores (“CNV” or the Argentine Securities and Exchange Commission) web.
The Board of Directors expects the Meeting to approve the documents submitted for its consideration.
3) | Consideration of the management of the Board of Directors, General Manager and the Supervisory Committee corresponding to the Fiscal Year 150 ended on December 31, 2024. |
To the date hereof the members of the Board of Directors are as follows:
Chairman | Lorenzo de Cristóbal de Nicolás |
First Vice-Chairman | Jorge Delfín Luna |
Second Vice-Chairman | Javier Pérez Cardete |
Directors | Gustavo Alberto Mazzolini Casas |
Ernesto Mario San Gil | |
Adriana María Fernández de Melero | |
Gabriel Alberto Chaufán | |
Alternate Directors | Gustavo Fabián Alonso |
Carlos Eduardo Elizalde Ignacio Javier Lacasta Casado |
To the date hereof the General Manager is Jorge Alberto Bledel.
The Board refrains from making proposals on the matter and expects the Meeting to approve its management.
To the date hereof the members who form the Supervisory Committee are as follows:
Regular Members of the Supervisory Committee |
Vanesa Claudia Rodríguez |
Gonzalo José Vidal Devoto |
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Marcelino Agustín Cornejo | |
Alternate Members of the Supervisory Committee |
Julieta Paula Pariso Lorena Claudia Yansenson |
Magdalena Laudignon |
The Board of Directors refrains from submitting any proposals on this item and expects the Meeting to approve its management.
4) | Consideration of the results of the corporate Fiscal Year 150 ended on December 31, 2024. Treatment of the Retained Results as of December 31, 2024 in the amount of AR$ 353,242,437,271.85. It is proposed to apply: A) AR$ 70,648,487,454.37 to Legal Reserve; B) AR$ 282,593,949,817.48 to the voluntary reserve for future distribution of results pursuant the Argentine Central Bank Rules on “Distribution of Results”, Ordered Text. |
In accordance with the resolutions of the Board of Directors Meeting held on March 5, 2024, the results of the fiscal year ended on December 31, 2024 amount to AR$ 353,242,437,271.85. The Board of Directors proposes the following treatment of the total amount of retained results as of December 31, 2024 (amounting to AR$ 353,242,437,271.85): (a) to allocate the amount of AR$ 70,648,487,454.37 to legal reserve; and (b) to allocate the amount of AR$ 282,593,949,817.48 to optional reserve for future distribution of income pursuant to the Argentine Central Bank Rules on “Distribution of Results”, Ordered Text.
The Board of Directors expects the Meeting to approve the result of the fiscal year and its proposal for the Retained Results.
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 and in accordance with the terms and conditions set forth by such entity. 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. |
Communication "A" 8214 provided that until December 31st 2025 financial institutions which have the prior approval of the BCRA -in accordance with Section 6. of the rules on "Distribution of results"- may distribute results in 10 equal instalments, monthly and consecutive (from June 30th 2025 and no earlier than the penultimate working day of the following months) up to 60 % of the amount that would have been due if those rules had been applied. This distribution of results should be consistent with the objectives of monetary stability and with the information reported in the Information Regime Business Plan and Projections and Capital Self-Assessment Report. It also provided that the concepts referred to in Sections 2. to 5. of the above mentioned rules, as well as the amount of the contributions indicated, must be taken into account in a uniform currency at the date of the meeting or of payment of each of the contributions, as the case may be.
2 |
The Board of Directors did not submit a proposal on this agenda item, since it has not approved the Business Plan and the Capital Self-Assessment Report yet.
6) | Consideration of the Board remuneration corresponding to the Fiscal Year 150, ended on December 31, 2024. |
The Board of Directors proposes to fix the amount of remuneration for the year ended December 31, 2024 at AR$ 402,230,471.88.
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 will also propose to the meeting to make advances on account of fees, ad-referendum of what the Shareholders' Meeting may decide when considering the documentation for the year 2025.
The Board of Directors expects the Meeting to approve its proposal.
7) | Consideration of the Supervisory Committee remuneration corresponding to the Fiscal Year 150, ended on December 31, 2024. |
The Board of Directors proposes to fix the amount of the Supervisory Committee remuneration corresponding to the year ended on December 31, 2024 in the amount of AR$ 36,977,907.40.
The Board of Directors will also propose to the meeting to make advances on account of fees, ad-referendum of what the Shareholders' Meeting may decide when considering the documentation for the year 2025.
The Board of Directors expects the Meeting to approve its proposal
8) | Determination of the number of members of the Board of Directors. |
Article 10 of Banco BBVA Argentina S.A.̓ s By-Laws sets forth that the Board of Directors may be composed of a minimum of three Regular Directors and a maximum of nine, and an equal or lesser number of Alternate Directors.
At present, the Board of Directors of the Company is composed of seven Regular Directors and three Alternate Directors.
The terms of Gustavo Fabián Alonso, Carlos Eduardo Elizalde and Ignacio Javier Lacasta Casado expired on December 31, 2024.
The Board of Directors refrains from making proposals and waits for the Meeting to determine the number of members of the Board of Directors.
3 |
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 Board refrains from making proposals regarding the election of directors with the sole exception of authorizing any of the Directors of the Company, so that, with the broadest powers, they may make a public deed and/or perform any necessary and/or convenient act in order to implement and submit the resolutions approved by the Meeting to the Argentine Securities and Exchange Commission (Comisión Nacional de Valores - CNV) and proceed to the registration with the corresponding Public Registry.
10) | Election of three regular members and three alternate members to integrate the Supervisory Committee during the current fiscal year. |
Pursuant to Article 19 of the Company By-Laws, the supervision of the Company is in charge of three regular members, appointed annually by the General Ordinary Shareholders Meeting, which must also elect an equal number of alternates for the same term of office.
The terms of office of the regular members: Vanesa Claudia Rodríguez, Gonzalo José Vidal Devoto and Marcelino Agustín Cornejo and of the alternate member Julieta Paula Pariso, Lorena Claudia Yansenson and Magdalena Laudignon expired on December 31, 2024.
All the members proposed to integrate the Supervisory Committee shall be independent according to the CNV rules in force.
The Board of Directors refrains from making proposals in this regard and waits for the Meeting to make the corresponding appointments.
11) | Remuneration of the accountant giving his opinion corresponding to the financial statements for Fiscal Year 150, ended on 31 December 2024. |
The Board of Directors proposes to fix the remuneration of the accountant rendering opinion on the financial statements for the fiscal year ended on December 31, 2024 in the amount of AR$ 2,459,466,317 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 Meeting
12) | Appointment of the accountant giving his opinion corresponding to the financial statements for the fiscal year 2025. |
The Board proposes that Javier José Huici be appointed as Regular External Auditor and Fernando Ariel Paci as Alternate External Auditor, both of them partners in Pistrelli, Henry Martin and Asociados S.R.L, for the financial statements corresponding to the year to be ended on December 31, 2025. This proposal has the favorable opinion of the Audit Committee under Law 26,831.
The Board expects the Meeting to approve its proposal
4 |
13) | Allocation of the budget to the Audit Committee under Capital Markets Law 26,831 for professional advice. |
Considering the request of the Audit Committee, the Board proposes the allocation of a budget of AR$ 29,505,831.58 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, 2025.
The Board expects the Meeting to approve its proposal.
5 |
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: April 3, 2025 | By: | /s/ Carmen Morillo Arroyo | ||||
Name: Carmen Morillo Arroyo | ||||||
Title: Chief Financial Officer |