0001193125-18-122635.txt : 20180419 0001193125-18-122635.hdr.sgml : 20180419 20180419160703 ACCESSION NUMBER: 0001193125-18-122635 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180419 DATE AS OF CHANGE: 20180419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRUPO FINANCIERO GALICIA SA CENTRAL INDEX KEY: 0001114700 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: C1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 000-30852 FILM NUMBER: 18763854 BUSINESS ADDRESS: STREET 1: TTE. GRAL. JUAN D. PERON 430 STREET 2: 25TH FLOOR CITY: BUENOS AIRES STATE: C1 ZIP: CP1038AAJ BUSINESS PHONE: 0115411434 MAIL ADDRESS: STREET 1: TTE. GRAL. JUAN D. PERON 430 STREET 2: 25TH FLOOR CITY: BUENOS AIRES STATE: C1 ZIP: CP1038AAJ 20-F 1 d553951d20f.htm FORM 20-F Form 20-F
Table of Contents

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 2018

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20–F

 

 

(Mark One)

Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

or

 

Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2017

or

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                    to                    

or

 

Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this Shell Company Report

Commission File Number 000-30852

 

 

GRUPO FINANCIERO GALICIA S.A.

(Exact name of Registrant as specified in its charter)

 

 

GALICIA FINANCIAL GROUP

(Translation of Registrant’s name into English)

REPUBLIC OF ARGENTINA

(Jurisdiction of incorporation or organization)

Grupo Financiero Galicia S.A.

Tte. Gral. Juan D. Perón 430, 25th floor

C1038 AAJ-Buenos Aires, Argentina

(Address of principal executive offices)

Pedro A. Richards, Chief Executive Officer

Tel: 54 11 4 343 7528 / Fax: 54 11 4 331 9183, prichards@gfgsa.com

Perón 430, 25° Piso C1038AAJ Buenos Aires ARGENTINA

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

American Depositary Shares, each representing ten Class B ordinary Shares

 

Name of each exchange on which registered

Nasdaq Capital Market

Title of each class

Class B Ordinary Shares, Ps.1.00 par value, (not for trading but only in connection with the listing of the American Depositary Shares on the Nasdaq Capital Market)

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

Class A Ordinary Shares, Ps.1.00 par value

     281,221,650  

Class B Ordinary Shares, Ps.1.00 par value

     1,145,542,947  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ☒

   Accelerated filer  ☐    Non-accelerated filer  ☐
      Emerging growth Company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ☐

  

             International Financial Reporting Standards

As issued by the International Accounting Standards Board  ☐

   Other  ☒

Indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  ☐    Item 18  ☒

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

 

 

 


Table of Contents

TABLE OF CONTENTS

 

     Page  

PRESENTATION OF FINANCIAL INFORMATION

     1  

FORWARD LOOKING STATEMENTS

     2  

PART I

     4  

Item 1. Identity of Directors, Senior Management and Advisers

     4  

Item 2. Offer Statistics and Expected Timetable

     4  

Item 3. Key Information

     4  

Item 3.A. Selected Financial Data

     4  

Exchange Rate Information

     6  

Item 3.B. Capitalization and Indebtedness

     7  

Item 3.C. Reasons for the Offer and Use of Proceeds

     7  

Item 3.D. Risk Factors

     7  

Item 4. Information on the Company

     21  

History and Development of the Company

     21  

Organizational Structure

     22  

History

     24  

Business

     33  

Competition

     51  

Sales and Marketing

     53  

Property

     55  

Capital Investments and Divestitures

     56  

Selected Statistical Information

     57  

Government Regulation

     89  

Argentine Banking Regulation

     93  

Credit Cards Regulation

     102  

Concealment and Laundering of Assets of a Criminal Origin

     103  

Item 4.A. Unresolved Staff Comments

     104  

Item 5. Operating and Financial Review and Prospects

     105  

Item 5.A. Operating Results

     105  

Overview

     105  

The Argentine Economy

     105  

The Argentine Financial System

     107  

The Argentine Insurance Industry

     108  

Inflation

     108  

Currency Composition of Our Balance Sheet

     109  

Results of Operations for the Fiscal Years Ended December  31, 2017 December 31, 2016 and December 31, 2015

     110  

U.S. GAAP and Argentine Banking GAAP Reconciliation

     124  

Results by Segments

     130  

Consolidated Assets

     138  

Exposure to the Argentine Public Sector

     140  

Funding

     140  

Contractual Obligations

     146  

Off-Balance Sheet Arrangements

     147  

Critical Accounting Policies

     148  

U.S. GAAP—Critical Accounting Policies

     149  

Principal Trends

     153  

Item 5.B. Liquidity and Capital Resources

     155  

Liquidity—Holding Company on an Individual Basis

     155  

Consolidated Cash Flows

     156  

Banco Galicia’s Liquidity Management

     158  

Capital

     160  

Capital Expenditures

     160  

Item 5.E. Off-Balance Sheet Arrangements

     160  

Item 5.F. Contractual Obligations

     161  

 

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TABLE OF CONTENTS

(continued)

 

     Page  

Item 5.G. Safe Harbor

     161  

Item 6. Directors, Senior Management and Employees

     161  

Our Board of Directors

     161  

Our Audit Committee

     163  

Our Supervisory Committee

     164  

Compensation of Our Directors

     165  

Management of Grupo Financiero Galicia

     165  

Board of Directors of Banco Galicia

     166  

Functions of the Board of Directors of Banco Galicia

     167  

Banco Galicia’s Executive Officers

     169  

Banco Galicia’s Supervisory Committee

     172  

Compensation of Banco Galicia’s Directors and Officers

     173  

Employees

     173  

Nasdaq Corporate Governance Standards

     174  

Share Ownership

     176  

Item 7. Major Shareholders and Related Party Transactions

     176  

Major Shareholders

     176  

Related Party Transactions

     177  

Item 8. Financial Information

     179  

Legal Proceedings

     179  

Dividend Policy and Dividends

     180  

Significant Changes

     182  

Item 9. The Offer and Listing Market Regulations

     183  

Shares and ADSs

     183  

Argentine Securities Market

     185  

Market Regulations

     186  

Item 10. Additional Information

     187  

Description of Our Bylaws

     187  

Exchange Controls

     194  

Taxation

     194  

Argentine Taxes

     195  

Material Contracts

     202  

Documents on Display

     202  

Item 11. Quantitative and Qualitative Disclosures About Market Risk

     202  

General

     202  

Interest Rate Risk

     204  

Foreign Exchange Rate Risk

     206  

Currency Mismatches

     207  

Market Risk

     209  

Cross-Border Risk

     210  

Overseas Foreign Currency Transfer Risk

     211  

Risk Exposures in the Non-financial Public Sector

     211  

Operational Risk and Technological Risk

     211  

Item 12. Description of Securities Other Than Equity Securities

     214  

Item 12.D. American Depositary Shares

     214  

Fees and Charges Applicable to ADS Holders

     214  

Fees and Direct and Indirect Payments Made by the Depositary to Us

     214  

PART II

     215  

Item 13. Defaults, Dividend Arrearages and Delinquencies

     215  

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

     215  

Item 15. Controls and Procedures

     215  

Item 16.A. Audit Committee Financial Expert

     216  

Item 16.B. Code of Ethics

     216  

Item 16.C. Principal Accountants’ Fees and Services

     216  

 

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TABLE OF CONTENTS

(continued)

 

     Page  

Item 16.D. Exemptions from the Listing Standards for Audit Committees

     217  

Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

     217  

Item 16.F. Change in Registrant’s Certifying Accountant.

     217  

Item 16.G. Corporate Governance

     217  

Item 16.H. Mine Safety Disclosure

     218  

PART III

     218  

Item 17. Financial Statements

     218  

Item 18. Financial Statements

     218  

Item 19. Exhibits

     218  

 

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PRESENTATION OF FINANCIAL INFORMATION

Grupo Financiero Galicia S.A. (“Grupo Financiero Galicia” or “Grupo Galicia”) is a financial services holding company incorporated in Argentina and is one of Argentina’s largest financial services groups. In this annual report, references to “we”, “our”, and “us” are to Grupo Financiero Galicia and its consolidated subsidiaries, except where otherwise noted. Our consolidated financial statements consolidate the accounts of the following companies:

 

    Grupo Financiero Galicia;

 

    Banco de Galicia y Buenos Aires S.A. (“Banco Galicia” or the “Bank”), our largest subsidiary, consolidated with (i) Banco Galicia Uruguay S.A. (“Galicia Uruguay”) liquidated as of April 30, 2016, (ii) Tarjetas Regionales S.A. (“Tarjetas Regionales”) and its operating subsidiaries, (iii) Tarjetas del Mar S.A. (“Tarjetas del Mar”) until March 31, 2017 as effective April 1, 2017 Tarjetas del Mar was sold to Sociedad Anonima Importadora y Exportadora de la Patagonia, (iv) Galicia Valores S.A., (v) Compañía Financiera Argentina S.A. (“Compañía Financiera Argentina” or “CFA”) and (viii) Cobranzas y Servicios S.A;

 

    Sudamericana Holding S.A. (“Sudamericana”) and its subsidiaries;

 

    Galicia Warrants S.A. (“Galicia Warrants”);

 

    Net Investment S.A. (“Net Investment”) liquidated as of December 31, 2017; and

 

    Galicia Administradora de Fondos (which has been reported on a consolidated basis with Grupo Financiero Galicia since April 2014).

We maintain our financial books and records in Argentine Pesos and prepare our financial statements in conformity with the accounting rules of the Argentine Central Bank, which entity prescribes the generally accepted accounting principles for all financial institutions in Argentina. This annual report refers to those accounting principles as “Argentine Banking GAAP”. Argentine Banking GAAP differs in certain relevant respects from generally accepted accounting principles in Argentina, which we refer to as “Argentine GAAP”. Argentine Banking GAAP also differs in certain significant respects from the generally accepted accounting principles in the United States, which we refer to as “U.S. GAAP”. See Note 31 to our audited consolidated financial statements included in this annual report for a description of the differences between Argentine GAAP and Argentine Banking GAAP, and Note 34 to our audited consolidated financial statements included in this annual report for a discussion of the principal differences between Argentine Banking GAAP and U.S. GAAP and a reconciliation to U.S. GAAP of our net income for the three fiscal years ended December 31, 2017 and total shareholders’ equity as of December 31, 2017 and 2016, and Item 5. “Operating and Financial Review and Prospects”—Item 5.A. “Operating Results-U.S. GAAP and Argentine Banking GAAP Reconciliation”.

In this annual report, references to “US$” and “Dollars” are to United States Dollars and references to “Ps.” or “Pesos” are to Argentine Pesos. The exchange rate used in translating Pesos into Dollars and used in calculating the convenience translations included in the following tables is the “Reference Exchange Rate” which is published by the Argentine Central Bank and which was Ps.18.7742, Ps.15.8502 and Ps.13.0050 per U.S. $1.00 as of December 31, 2017, December 31, 2016 and December 31, 2015, respectively. The exchange rate translations contained in this annual report should not be construed as representations that the stated Peso amounts actually represent or have been or could be converted into Dollars at the rates indicated or at any other rate.

Our fiscal year ends on December 31, and references in this annual report to any specific fiscal year are to the twelve-month period ended December 31 of such year.

Unless otherwise indicated, all information regarding deposit and loan market shares and other financial industry information has been derived from information published by the Argentine Central Bank.

 

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We have expressed all amounts in millions of Pesos, except percentages, ratios, multiples and per-share data.

Certain figures included in this annual report have been rounded for purposes of presentation. Percentage figures included in this annual report have not been calculated on the basis of such rounded figures but rather on the basis of such amounts prior to rounding. For this reason, percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in the financial statements. Certain numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them due to rounding.

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements that involve substantial risks and uncertainties, including, in particular, statements about our plans, strategies and prospects under the captions Item 4. “Information on the Company-Capital Investments and Divestitures,” Item 5. “Operating and Financial Review and Prospects”-Item 5.A. “Operating Results-Principal Trends” and Item 5.B. “Liquidity and Capital Resources.” All statements other than statements of historical facts contained in this annual report (including statements regarding our future financial position, business strategy, budgets, projected costs and management’s plans and objectives for future operations) are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of such words as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue” or other similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, no assurance can be provided with respect to these statements. Because these statements are subject to risks and uncertainties, actual results may differ materially and adversely from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially and adversely from those contemplated in such forward-looking statements include but are not limited to:

 

    changes in Argentine government regulations applicable to financial institutions, including tax regulations and changes in or failures to comply with banking or other regulations;

 

    changes in general political, legal, social or other conditions in Argentina, Latin America or abroad;

 

    fluctuations in the Argentine rate of inflation;

 

    changes in capital markets in general that may affect policies or attitudes toward lending to Argentina or Argentine companies, including expected or unexpected turbulence or volatility in domestic or international financial markets;

 

    changes in the macroeconomic situation at the regional, national or international levels, and the influence of these changes on the microeconomic conditions of the financial markets in Argentina;

 

    increased competition in the banking, financial services, credit card services, insurance, asset management, mutual funds and related industries;

 

    changes in interest rates which may, among other things, adversely affect margins;

 

    a loss of market share by any of Grupo Financiero Galicia’s main businesses;

 

    a change in the credit cycle, increased borrower defaults and/or a decrease in the fees charged to clients;

 

    Grupo Financiero Galicia’s subsidiaries inability to sustain or improve their performance;

 

    Banco Galicia’s inability to obtain additional debt or equity financing on attractive conditions or at all, which may limit its ability to fund existing operations and to finance new activities;

 

-2-


Table of Contents
    technological changes and changes in Banco Galicia’s ability to implement new technologies;

 

    changes in the saving and consumption habits of its customers and other structural changes in the general demand for financial products, such as those offered by Banco Galicia;

 

    possible financial difficulties of the Argentine government;

 

    volatility of the Peso and the exchange rates between the Peso and foreign currencies; and

 

    other factors discussed under Item 3. “Key Information”—Item 3.D. “Risk Factors” in this annual report.

You should not place undue reliance on forward-looking statements, which speak only as of the date that they were made. Moreover, you should consider these cautionary statements in connection with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions to forward-looking statements after completion of this annual report to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this annual report might not occur and are not guarantees of future performance.

 

-3-


Table of Contents

PART I

 

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

 

Item 2. Offer Statistics and Expected Timetable

Not applicable.

 

Item 3. Key Information

 

Item 3.A. Selected Financial Data

The following table presents summary historical financial and other information about us as of the dates and for the periods indicated.

Our financial statements do not include any effect for inflation accounting other than the adjustments to non-monetary assets through February 28, 2003.

The selected consolidated financial information as of December 31, 2017, and December 31, 2016, and for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015 has been derived from our audited consolidated financial statements included in this annual report. The selected consolidated financial information as of December 31, 2015, December 31, 2014, and December 31, 2013, and for the fiscal years ended December 31, 2014, and December 31, 2013, has been derived from our audited consolidated financial statements not included in this annual report.

You should read this data in conjunction with Item 5. “Operating and Financial Review and Prospects” and our audited consolidated financial statements included in this annual report.

 

     Fiscal Year Ended December 31,  
     2017     2017     2016     2015     2014     2013  
    

(in millions
of Dollars,
except as
noted)(1)

Unaudited

    (in millions of Pesos, except as noted)(1)  

Consolidated Income Statement in Accordance with Argentine Banking GAAP

            

Financial Income

     2,409       45,220       36,608       25,844       19,860       13,076  

Financial Expenses

     1,084       20,345       20,239       13,402       10,321       6,170  

Gross Brokerage Margin (2)

     1,325       24,875       16,369       12,442       9,539       6,906  

Provision for Losses on Loans and Other Receivables

     277       5,205       3,533       2,214       2,411       1,776  

Income before Taxes

     708       13,284       9,371       7,139       5,330       3,056  

Income Tax

     (264     (4,955     (3,353     (2,801     (1,992     (1,232

Net Income

     444       8,329       6,018       4,338       3,338       1,824  

Basic Earnings per Share (in Pesos)

     0.33       6.25       4.63       3.34       2.57       1.45  

Diluted Earnings per Share (in Pesos)

     0.33       6.25       4.63       3.34       2.57       1.45  

Cash Dividends per Share (in Pesos)

     0.04       0.84       0.18       0.12       0.08       0.03  

Book Value per Share (in Pesos)

     1.47       27.54       15.66       11.14       7.88       5.34  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amounts in Accordance with U.S. GAAP

            

Net Income

     478       8,983       6,037       4,336       3,504       1,575  

Basic and Diluted Earnings per Share (in Pesos)

     0.36       6.74       4.64       3.33       2.70       1.27  

Book Value per Share (in Pesos)

     1.46       27.34       15.45       11.06       7.88       5.34  

Financial Income

     2,248       42,191       34,549       24,252       18,166       13,109  

Financial Expenses

     1,022       19,183       19,410       12,826       9,663       6,178  

 

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Table of Contents
     Fiscal Year Ended December 31,  
     2017      2017      2016      2015      2014      2013  
    

(in millions
of Dollars,
except as
noted)(1)

Unaudited

     (in millions of Pesos, except as noted)(1)  

Gross Brokerage Margin

     1,226        23,008        15,139        11,426        8,503        6,931  

Provision for Losses on Loans and Other Receivables

     216        4,051        3,192        1,985        1,992        1,795  

Income Tax

     275        5,168        3,195        2,644        1,890        1,176  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Consolidated Balance Sheet in Accordance with Argentine Banking GAAP

                 

Cash and Due from Banks

     3,018        56,659        61,166        30,835        16,959        12,560  

Government Securities, Net

     2,065        38,771        13,701        15,525        10,010        3,987  

Loans, Net

     10,511        197,335        137,452        98,345        66,608        55,265  

Total Assets

     18,164        341,013        242,251        161,748        107,314        83,156  

Deposits

     10,837        203,451        151,688        100,039        64,666        51,395  

Other Funds (3)

     5,234        98,262        70,210        47,224        32,402        24,814  

Total Shareholders’ Equity

     2,093        39,300        20,353        14,485        10,246        6,947  

Average Total Assets (4)

     13,545        254,295        184,395        122,684        92,510        69,844  

Percentage of Period-end Balance Sheet Items

Denominated in Dollars:

                 

Loans, Net of Allowances

     19.67        19.67        12.77        3.26        4.20        5.27  

Total Assets

     26.14        26.14        27.56        16.88        12.11        11.74  

Deposits

     34.60        34.60        33.63        14.37        7.46        7.15  

Total Liabilities

     28.88        28.88        30.82        18.86        13.61        13.71  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Amounts in Accordance with U.S. GAAP

                 

Trading Securities

     2,166        40,660        17,196        16,148        10,199        3,326  

Available-for-Sale Securities

     367        6,882        5,423        4,385        4,627        4,819  

Total Assets

     18,806        353,075        260,403        180,142        120,393        92,729  

Total Liabilities

     16,729        314,069        240,316        165,759        110,150        85,785  

Shareholders’ Equity

     2,078        39,006        20,087        14,383        10,243        6,944  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     Fiscal Year Ended December 31,  
     2017     2016     2015     2014     2013  

Selected Ratios in Accordance with Argentine Banking GAAP

          

Profitability and Efficiency

          

Net Yield on Interest Earning Assets (5)

     13.98     13.26     14.18     14.42     13.77

Financial Margin (6)

     13.31       12.10       13.12       13.56       12.75  

Return on Average Assets (7)

     3.52       3.48       3.83       3.85       2.91  

Return on Average Shareholders’ Equity (8)

     30.91       35.03       35.54       39.07       32.47  

Net Income from Services as a Percentage of Operating Income (9)

     36.79       39.63       38.65       37.40       38.03  

Efficiency ratio (10)

     58.43       64.98       63.64       60.51       66.65  

Capital

          

Shareholders’ Equity as a Percentage of Total Assets

     11.52     8.40     8.96     9.55     8.35

Total Liabilities as a Multiple of Shareholders’ Equity

     7.68x       10.90x       10.17x       9.47x       10.97x  

Total Capital Ratio

     13.22     15.04     13.38     15.91     14.28

Liquidity

          

Cash and Due from Banks(11) as a Percentage of Total Deposits

     44.26     47.18     42.93     38.60     30.78

Loans, Net as a Percentage of Total Assets

     57.87       56.74       60.80       62.07       66.46  

Credit Quality

          

Past Due Loans (12) as a Percentage of Total Loans

     2.24     2.43     2.46     2.61     2.69

Non-Accrual Loans (13) as a Percentage of Total Loans

     3.36       3.31       3.11       3.57       3.57  

Allowance for Loan Losses as a Percentage of Non-accrual Loans(13)

     97.34       100.06       112.41       105.78       103.80  

Net Charge-Offs (14) as a Percentage of Average Loans

     1.75       1.67       1.26       2.81       2.33  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios in Accordance with U.S. GAAP

          

 

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     Fiscal Year Ended December 31,  
     2017     2016     2015     2014     2013  

Capital

          

Shareholders’ Equity as a Percentage of Total Assets

     11.05       7.71       7.98       8.51       7.49  

Total Liabilities as a Multiple of Total Shareholders’ Equity

     8.05x       11.96x       11.52x       10.75x       12.35x  

Liquidity

          

Loans, Net as a Percentage of Total Assets

     54.98     52.76     54.55     55.29     59.43

Credit Quality

          

Allowance for Loan Losses as a Percentage of Non-Accrual Loans

     109.18       128.53       135.35       129.78       127.05  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Inflation and Exchange Rate

          

Wholesale Inflation (15)

     18.80     34.59     12.65     28.27     14.76

Consumer Inflation (16)

     24.80     41.05     26.90     23.91     10.95

Exchange Rate Variation (17) (%)

     18.45       21.88       52.07       31.21       32.55  

CER (18)

     22.62       35.79       15.05       24.34       10.53  

UVA (19)

     21.15       17.26       —         —         —    

 

All of the ratios disclosed above are included because they are considered significant by the management of Grupo Financiero Galicia despite the fact that their disclosure is a specific GAAP requirement.

 

(1) The exchange rate used to convert the December 31, 2017 amounts into Dollars was Ps.18.7742 per US$1.00. All amounts are stated in millions of Pesos, except inflation and exchange rates, percentages, ratios, multiples and per-share data.
(2) Gross Brokerage Margin primarily represents income from interest on loans and other receivables resulting from financial brokerage plus net income from government and corporate debt securities, including gains and losses, minus interest on deposits and other liabilities from financial intermediation. It also includes the CER/UVA adjustment.
(3) Primarily includes debt with merchants and liabilities with other banks and international entities.
(4) Average Total Assets, including the related interest that is due thereon is calculated on a daily basis for Banco Galicia and for Galicia Uruguay, as well as for Tarjetas Regionales consolidated with its operating subsidiaries, and on a monthly basis for Grupo Financiero Galicia and its non-banking subsidiaries.
(5) Net interest earned divided by interest-earning assets. For a description of net interest earned, see Item 4. “Information on the Company-Selected Statistical Information-Interest-Earning Assets-Net Yield on Interest-Earning Assets”.
(6) Financial margin represents gross brokerage margin divided by average interest-earning assets.
(7) Net income excluding non-controlling interest as a percentage of average total assets.
(8) Net income as a percentage of average shareholders’ equity.
(9) Operating income is defined as gross brokerage margin plus net income from services.
(10) Administrative expenses as a percentage of operating income as defined above.
(11) Liquid assets of Banco Galicia include cash and receivables, Lebacs, net call money, short-term loans to other Argentine financial institutions, special guarantee accounts at the Argentine Central Bank, and repurchase and reverse repurchase transactions in the Argentine financial market.
(12) Past-due loans are defined as the aggregate principal amount of a loan plus any accrued interest that is due and payable for which either the principal or any interest payment is 91 days or more past due.
(13) Non-Accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: “Medium Risk”, “High Risk”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”, and (b) Commercial portfolio: “With problems”, “High Risk of Insolvency”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”.
(14) Direct charge-offs minus amounts recovered.
(15) As of December 31, 2015 as measured by the interannual change between the October 2014 and the October 2015 Wholesale Price Index (“WPI”), published by INDEC (as defined herein), because the measurement of this index was discontinued for the remainder of 2015. In 2016 the measure was reinstated.
(16) In 2015, annual variation of the Consumer Price Index (“CPI”) was calculated using the Consumer Price Index of the City of Buenos Aires, an alternative measure of inflation proposed by INDEC after it discontinued its index.
(17) Annual change in the end-of-period exchange rate expressed in Pesos per Dollar.
(18) The “CER” is the “Coeficiente de Estabilización de Referencia”, an adjustment coefficient based on changes in the CPI.
(19) The “UVA” is the “Unidad de Valor Adquisitivo”, an adjustment coefficient based on changes in the CER.

Exchange Rate Information

The following table sets forth the annual high, low, average and period-end exchange rates for Dollars for the periods indicated, expressed in Pesos per Dollar and not adjusted for inflation.

 

     Exchange Rate (1)  
     High      Low      Average      Period-End  
     (in Pesos per Dollar)  

2013

     6.5180        4.9228        5.5442        6.5180  

2014

     8.5555        6.5430        8.2314        8.5520  

2015

     13.7633        8.5537        9.4421        13.0050  

 

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     Exchange Rate (1)  
     High      Low      Average      Period-End  
     (in Pesos per Dollar)  

2016

     16.0392        13.0692        14.9449        15.8502  

2017

     18.8300        15.1742        16.7583        18.7742  

October 2017

     17.6775        17.3217        17.4528        17.6713  

November 2017

     17.6703        17.3307        17.4925        17.3845  

December 2017

     18.8300        17.2600        17.7001        18.7742  

January 2018

     19.6525        18.4158        19.0290        19.6525  

February 2018

     20.1600        19.4700        19.8409        20.1150  

March 2018

     20.3875        20.1433        20.2378        20.1433  

 

(1) Using closing reference exchange rates as published by the Argentine Central Bank.
(2) Annual average: based on the last day of each month’s closing quotation.
(3) Monthly average: daily closing quotations.

As of April 16, 2018, the exchange rate was Ps.20.2163 for U.S. $1.00.

 

Item 3.B. Capitalization and Indebtedness

Not applicable.

 

Item 3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

 

Item 3.D. Risk Factors

You should carefully consider the risks described below in addition to the other information contained in this annual report. In addition, most, if not all, of the risks described below must be evaluated bearing in mind that our most important asset is our equity interest in Banco Galicia. Thus, a material change in Banco Galicia’s shareholders’ equity or income statement would also adversely affect our businesses and results of operations. We may also face risks and uncertainties that are not presently known to us or that we currently deem immaterial, which may impair our business. Our operations, property and customers are located in Argentina. Accordingly, the quality of our customer portfolio, loan portfolio, financial condition and results of operations depend, to a significant extent, on the macroeconomic and political conditions prevailing in Argentina. In general, the risk assumed when investing in the securities of issuers from countries such as Argentina, is higher than when investing in the securities of issuers from developed countries.

Risk Factors Relating to Argentina

The current state of the Argentine economy, together with uncertainty regarding the new government, may adversely affect our business and prospects.

Grupo Galicia’s results of operations may be affected by inflation, fluctuations in the exchange rate, modifications in interest rates, changes in the Argentine government’s policies and other political or economic developments either internationally or in Argentina that affect the country.

During the course of the last few decades, Argentina’s economy has been marked by a high degree of instability and volatility, periods of low or negative economic growth and high, fluctuating levels of inflation and devaluation. Grupo Galicia’s results of operations, the rights of holders of securities issued by Grupo Galicia and the value of such securities could be materially and adversely affected by a number of possible factors, some of which include Argentina’s inability to sustain economic growth, the effects of inflation, Argentina’s ability to obtain financing, a decline in the international prices for Argentina’s main commodity exports, fluctuations in the exchange rates of other countries against which Argentina competes and the vulnerability of the Argentine economy to external shocks.

 

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Since 2012, Argentina has gone through a period of stagflation. Figures of economic activity reflected a slowdown in domestic production, together with an increasing inflation rate at a higher pace than that noted in previous years. After the Peso devaluation with respect to the U.S. Dollar that took place in January 2014, the exchange rate between those two currencies remained relatively steady until the end of the former government’s term of office. During that period, low activity growth levels continued coexisting with a high inflation rate.

In December 2015, Mauricio Macri took office as the new president of Argentina. Since becoming president, Mr. Macri has implemented several measures, such as exchange and regulatory measures that reversed policies that had been in place prior to his administration, such as regulations related to exchange controls and other currency regulations. The impact of these measures, such as a devaluation of the Peso with respect to the U.S. Dollar of approximately 50%, as well as the impact of any measures that the Macri administration may implement in the future, is unknown and could have a material and adverse impact on the results of Grupo Galicia’s operations.

No assurance can be given that additional events in the future, such as the enactment of new regulations by the Argentine government or authorities, will not occur. As a result of the foregoing, the financial position and results of operations of private sector companies in Argentina, including Grupo Galicia, the rights of the holders of securities issued by such institutions and the value thereof may be negatively and adversely impacted.

Economic conditions in Argentina may deteriorate, which may adversely impact Grupo Galicia’s business and financial condition.

A less favorable international context, a decrease in the competitiveness of the Peso as compared to foreign currencies, the low consumer confidence and low confidence from both local and foreign investors and a higher inflation rate, among other factors, may affect the development and growth of the Argentine economy and cause volatility in the local capital markets. Such events may adversely impact Grupo Galicia’s business and financial condition. Pursuant to the National Institute of Statistics and Census (the “INDEC”), the gross domestic product (the “GDP”) in Argentina, in real terms, increased 2.4% in 2013; decreased 2.5% in 2014; increased 2.6% in 2015; decreased 2.3% in 2016; and increased by 3% in 2017. Likewise, the INDEC carried out a review of the economic growth data corresponding to the periods from 2005 to 2015. This review exhibited a 20% difference between current measurements and those conducted by the prior administration.

In particular, the Argentine economy continues to be vulnerable to several factors, including:

 

    a high rate of public spending;

 

    high inflation rates;

 

    regulatory uncertainty for certain economic activities and sectors;

 

    decreases in the prices for commodities as the economic recovery has depended on high prices for commodities, which prices are volatile and beyond the control of the government;

 

    the effects of a restrictive U.S. monetary policy, which could generate an increase in financial costs for Argentina;

 

    fluctuations in the Argentine Central Bank’s monetary reserves; and

 

    uncertainty with respect to exchange and capital controls.

No assurance can be provided that a decline in economic growth or certain economic instability will not occur. Any such stagnation or slowdown or increased economic and political instability could have a significant adverse effect on Grupo Galicia’s business, financial position and results of operations and the trading price for its ADSs.

 

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The ability of the current administration to implement proposed economic policy reforms, and the impact that these measures and any future measures taken by a new administration will have on the Argentine economy, remains uncertain.

As the date of this annual report, the impact that the reforms adopted by the Macri administration will have on the Argentine economy as a whole, and the financial sector in particular, cannot be predicted. In addition, the Macri administration’s ability to implement all of its proposed policies and corresponding measures cannot be assured. Since assuming office, the Macri administration has announced and implemented several significant economic policy reforms, including reforms related to the INDEC, the foreign exchange market (see “Foreign Exchange Rates and Exchange Controls”), foreign trade, fiscal deficit reduction, the correction of certain monetary imbalances, energy crisis, corporate criminal liability, the social security system, and the tax code. In 2016, Macri’s administration also was able to reach an agreement with the holdout creditors of Argentina’s outstanding debt.

In the congressional elections held on October 22, 2017, Macri’s governing coalition obtained the largest percentage of votes. His coalition, however, does not have a majority of seats in Congress, and therefore, it may be difficult to implement some of the aforementioned measures unless President Macri obtains support from the opposition party. This creates further uncertainty as to whether the Macri administration will be able to pass further reform measures. The political uncertainty surrounding potential economic reform could lead to volatility in the market prices of securities of Argentine companies.

The fiscal, monetary and currency adjustments undertaken by the Macri administration may result in slower short-term economic growth while seeking to guide the economy toward a sustained path for growth in the medium-term. Immediately after the foreign exchange controls were lifted on December 16, 2015, the dismantling of the multiple exchange regime resulted in the official Peso exchange rate (available only for certain types of transactions) falling in value by 40.1%, and the Peso-U.S. Dollar exchange rate fell to Ps.13.76 to US$1.00 on December 17, 2015. The Argentine Central Bank has since allowed the Peso to float with limited intervention intended to ensure the orderly operation of the foreign exchange market. On April 16, 2018, the Peso-U.S. Dollar exchange rate was Ps.20.2163 to US$1.00. There can be no assurance as to the short- or long-term effects of these policies on the exchange rate or the Argentine economy as a whole.

The impact that these measures, and any future measures taken by a new administration, will have on the Argentine economy as a whole and the financial sector in particular cannot be predicted. Economic liberalization may be disruptive to the economy and may fail to benefit, or may harm, our business. In particular, Grupo Galicia has no control over the implementation of the reforms to the regulatory framework that governs its operations and cannot guarantee that these reforms will be implemented or that they will be implemented in a manner that will benefit its business. The failure of these measures to achieve their intended goals could adversely affect the Argentine economy and Grupo Galicia’s business, financial position and results of operations and the trading price for its ADSs.

If the high levels of inflation continue, the Argentine economy and Grupo Galicia’s financial position and business could be adversely affected.

Since 2007, the Argentine economy has experienced high levels of inflation. According to private estimates, as figures published by the INDEC were not reliable, inflation rates increased from levels of around 10% in 2005 and 2006 to a level above 20% during the following years, and reached a rate of 42.3% in 2014, decreasing to 27.2% in 2015, mainly due to the slowdown in economic activity in Argentina and to the overvaluation of the Peso, and increasing again to around 40% in 2016 and 25% in 2017, primarily as a consequence of the adjustments made by the government to fix certain macroeconomic imbalances, such as the dismantling of the multiple exchange regime and eliminating certain subsidies. Additional measures implemented by the Macri administration with respect to increases in the rates for public services are expected result in a further reduction of inflation rates in 2018. The new official inflation index reflects an increase in the rate of the devaluation of the Peso in 2016 and 2017. According to the BCRA, the annual inflation reduction goals, are 17% for the 2018, 10% for 2019 and of 5% for 2020.

 

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In the past, inflation has materially undermined the Argentine economy and the Argentine government’s ability to generate conditions that fostered economic growth. In addition, high inflation or a high level of volatility with respect to the same may materially and adversely affect the business volume of the financial system and prevent the growth of financial intermediation activity. This, in turn, could adversely affect economic activity and employment.

In addition to the above, the accuracy of INDEC’s calculation of the CPI in Greater Buenos Aires (IPC-GBA), according to which inflation was calculated, has been questioned. In particular, concerns were historically voiced that the actual consumer and wholesale price indices may be significantly higher than those that were indicated by INDEC. In order to address these concerns, the Macri administration has implemented various personnel changes at the INDEC. The new individuals in charge have discontinued use of most previously-used indices in order to review the same and, potentially, to establish new, more accurate and reliable indices. There is currently uncertainty regarding what other future measures the INDEC may adopt and the impact that such measures may have on the relationship between Argentina and the IMF and the results of operations of Grupo Galicia.

A high inflation rate also affects Argentina’s competitiveness abroad, as well as real salaries, employment rates, consumption rates and interest rates. A high level of uncertainty with regard to these economic variables, and lack of stability in terms of inflation, could lead to shortened contractual terms and affect the ability to plan and make decisions. This may have a negative impact on economic activity and on the income of consumers and their purchasing power, all of which could materially and adversely affect Grupo Galicia’s financial position, results of operations and business and the trading price for its ADSs.

If the Peso qualifies as a currency of a hyperinflationary economy under IAS 29, our audited consolidated financial statements and other financial information may need to be restated.

As of January 1, 2018, Grupo Financiero Galicia adopted IFRS. IAS 29 (Financial Reporting in Hyperinflationary Economies) requires that financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, whether based on the historical cost method or on the current cost method, be stated in terms of the measuring unit current at the end of the reporting period. IAS 29 does not establish a set inflation rate beyond which an economy is deemed to be experiencing hyperinflation. However, hyperinflation is commonly understood to occur when changes in price levels are close to or exceed 100% on a cumulative basis over the prior three years, along with the presence of several other macroeconomic-related qualitative factors. Despite the high inflation rates in Argentina in recent years, we conducted an analysis pursuant to the criteria set forth in IAS 29, and based solely on such internal review we do not currently believe that Argentina qualifies as a hyperinflationary economy for any of the years included in this annual report.

In formulating such belief, we considered the lack of objective data available regarding the Consumer Price Index (“CPI”); the existence of other qualitative and quantitative indicators, such as the program established by the Argentine Central Bank to foster monetary stability that aims to induce a systematic and sustainable low inflation rate and the alternative WPI, according to which the inflation rate was below 100% in the three-year cumulative period ended December 31, 2017. We also noted a strong downward trend in inflation rates in December 2017. We believe that our analysis and current belief is consistent with that of most public entities in Argentina. We reassess inflation data periodically to determine whether this belief continues to be applicable.

However, certain macroeconomic variables that affect our business, such as salary costs and the prices of supplies, have experienced a significant annual variation, a circumstance that must be taken into account when evaluating and interpreting our results of operations and financial condition as reflected in our audited consolidated financial statements included elsewhere in this annual report. Although we do not currently believe that the current rate of inflation rises to the level required for Argentina to be considered a hyperinflationary economy under IAS 29, if inflation rates continue to escalate in the future, the Peso may qualify as a currency of a hyperinflationary economy. In such case, our audited consolidated financial statements and other financial information may need to be adjusted by applying a general price index and be expressed in the measuring unit (the hyperinflationary currency) current at the end of each reporting period. We cannot determine at this time the impact such a restatement would have on our business, results of operations, financial condition or the trading price for our ADSs.

 

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Argentina’s and Argentine companies’ ability to obtain financing and to attract direct foreign investment is limited and may adversely affect Grupo Galicia’s financial position, results of operations and business.

Argentina and Argentine companies have had limited access to foreign financing in recent years, primarily as a result of a default in December 2001 by Argentina on its debt to foreign bondholders, multilateral financial institutions and other financial institutions. Argentina settled all of its outstanding debt with the IMF in 2006, carried out a variety of debt swaps with certain bondholders between 2004 and 2010, and reached an agreement with the Paris Club in 2014. After several years of litigation, on March 1, 2016, an agreement was reached between the Argentine government and certain creditors to which the Argentine government was previously in default. This agreement consisted of a payment in cash of approximately US$ 4.7 billion to the NML, Aurelius, Barcebridge and Davidson Kempner funds, and was approved by the Argentine Congress pursuant to law No. 27,249.

On April 18, 2016, in order to make the payment to said funds and to other bondholders in similar conditions, Argentina issued bonds in an amount of US$16.5 billion, with interest rates between 6.25% and 8% and maturities of 3, 5, 10 and 30 years. The payment of approximately U.S. $9.3 billion to the bondholders was made on April 22, 2016, thus reaching a final solution to the Argentine debt in default.

Despite this settlement, the government may still have or could again have limited access to financing that it would use to stimulate growth and implement reforms, and the financing that is available may only be available with onerous terms (such as high interest rates and shortened availability periods), which could have a significant adverse effect on Argentina’s economy and on Argentine companies or Grupo Galicia’s ability to obtain international financing, and could also adversely affect local credit conditions.

A decline in the international prices of Argentina’s main commodity exports and an additional real appreciation of the Peso against the U.S. Dollar could affect the Argentine economy and create new pressures on the foreign exchange market, and have a material adverse effect on Grupo Galicia’s financial condition, prospects and operating results.

The reliance on the export of certain commodities, such as soy, has made the country more vulnerable to fluctuations in their prices. A decrease in commodity prices may adversely affect the Argentine government’s fiscal revenues and the Argentine economy as a whole.

A significant increase in the real appreciation of the Peso could affect Argentina’s competitiveness, substantially affecting exports, and this in turn could prompt new recessionary pressures on the country’s economy and a new imbalance in the foreign exchange market, which could lead to a high degree of volatility in the exchange rate. More importantly, in the short term, a significant appreciation of the real exchange rate could substantially reduce Argentine public sector’s tax revenues in real terms, given the strong reliance on taxes on exports (withholdings). The occurrence of the foregoing could lead to higher inflation and potentially materially and adversely affect the Argentine economy, as well as Grupo Galicia’s financial condition and operating results and, thus, the trading prices for its ADSs.

Volatility in the regulatory framework could have a material and adverse effect on Argentina’s economy in general, and on Grupo Galicia’s financial position, specifically.

From time to time the Argentine government has enacted several laws amending the regulatory framework governing a number of different activities as a measure to stimulate the economy, some of which have had adverse effects on Grupo Galicia’s business. Although the current administration has eliminated some of these regulations, political and social pressures could inhibit the Argentine government’s implementation of policies designed to generate growth and enhance consumer and investor confidence.

No assurance can be provided that future regulations, and especially those related to the financial system, will not materially and adversely affect the assets, revenues and operating income of private sector companies, including Grupo Galicia, the rights of holders of securities issued by those entities, or the value of those securities. The lack of regulatory foresight could impose significant limitations on activities of the financial system and Grupo Galicia’s business, and would generate uncertainty regarding its future financial position and result of operations and trading price for its ADSs.

 

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The Argentine economy and its goods, financial services and securities markets remain vulnerable to external factors, which could affect Argentina’s economic growth and Grupo Galicia’s prospects.

The financial and securities markets in Argentina are influenced, to varying degrees, by economic and market conditions in other countries. Although such conditions may vary from country to country, investor reactions to events occurring in one country may affect capital flows to issuers in other countries, and consequently affect the trading prices of their securities. Decreased capital inflows and lower prices in the securities market of a country may have a material adverse effect on the real economy of those countries in the form of higher interest rates and foreign exchange volatility.

During periods of uncertainty in international markets, investors generally choose to invest in high-quality assets (“flight to quality”) over emerging market assets. This has caused and could continue to cause an adverse impact on the Argentine economy and could continue to adversely affect the country’s economy in the near future.

The problems faced by the European Union’s periphery countries, resulting from a combination of factors such as low growth, fiscal woes and financial pressures, are particularly acute. Reestablishing financial and fiscal stability to offset the low or zero growth continues to pose a challenge. As a result, the leading economies of the European Union imposed emergency economic plans in such countries, which plans are still in place. During 2014, the U.S. Federal Reserve reduced its asset purchase and its monetary easing programs. Such changes started to strengthen the U.S. Dollar globally, affecting the evolution of commodity prices and lowering capital inflows to countries such as Argentina; which impacts were observed in 2015 and 2016.

Brazil, which is Argentina’s main trade partner, has experienced a decrease in GDP (which declined by 3.8% in 2015 and 3.6% in 2016) in recent years. Although Brazil’s economic outlook seems to be improving, a further deterioration of activity, a delay in Brazil’s expected economic recovery or a slower pace of economic improvement in Brazil may have a negative impact on Argentine exports and on the overall level of economic and industrial activity in Argentina, particularly with respect to the automotive industry. In 2017, Brazil experienced a slight increase in its GDP, increasing by 1.9%. If the Brazilian economy’s current recovery stalls or once again deteriorates, the demand for Argentine exports may be adversely impacted.

China, which is the main importer of Argentine raw materials, experienced an economic slowdown in 2017 as compared to recent years. The prices for Argentine commodities, in particular oilseeds, decreased, which, if such trend continues, could in the long term, affect the inflow of foreign currency in Argentina from exports. The slowdown of the Chinese economy and increased volatility of its financial markets could impact financial markets worldwide, which, in turn, could increase the cost and availability of financing both domestically and internationally for Argentine companies.

The international financial environment may also result in a devaluation of regional currencies and exchange rates, including the Peso, which would likely also cause volatility in Argentina.

A new global economic and/or financial crisis or the effects of deterioration in the current international context, could affect the Argentine economy and, consequently, Grupo Galicia’s results of operations, financial condition and the trading price for its ADSs.

A potential additional devaluation of the Peso may hinder or potentially prevent Grupo Galicia from being able to honor its foreign currency denominated obligations.

If the Peso depreciated significantly against the U.S. Dollar, as has recently occurred and which could occur again in the future, it could have an adverse effect on the ability of Argentine companies to make timely payments on their debts denominated in or indexed or otherwise connected to a foreign currency, generate very high inflation rates, reduce real salaries significantly, and have an adverse effect on companies focused on the domestic market, such as public utilities and the financial industry. Such a potential devaluation could also adversely affect the Argentine government’s capacity to honor its foreign debt, with adverse consequences for Grupo Galicia’s and Banco Galicia’s businesses, which could affect Grupo Galicia’s capacity to meet obligations denominated in a foreign currency which, in turn, could have a material adverse effect on the trading prices for Grupo Galicia’s ADSs.

 

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In 2015, the Dollar to Peso exchange rate increased 53% as compared to 2014. In 2016, the Dollar to Peso exchange rate increased 22% as compared to 2015. In 2017, the Dollar to Peso exchange rate increased 18% as compared to 2016. This trend continued in the first few months of 2018, with an increase of 7% from December 31, 2017 to March 31, 2018. Any further depreciation of the Peso may have an adverse impact on the business of Grupo Galicia and on the trading prices for its ADSs.

Changes or new regulations in the Argentine foreign exchange market may adversely affect the ability and the manner in which Grupo Galicia repays its obligations denominated in, indexed to or otherwise connected to a foreign currency.

Since December 2001, different government administrations have established and implemented various restrictions on foreign currency transfers (both in respect of transfer into and out of Argentina). Although the Macri administration eliminated such restrictions, Grupo Galicia cannot assure that such measures will not be implemented again in the future.

The impact that the new measures will have on the Argentine economy and Grupo Galicia’s is uncertain. No assurance can be provided that the regulations will not be amended, or that no new regulations will be enacted in the future imposing greater limitations on funds flowing into and out of the Argentine foreign exchange market. Any such new measures, as well as any additional controls and/or restrictions, could materially affect Grupo Galicia’s ability to access the international capital markets and, may undermine its ability to make payments of principal and/or interest on its obligations denominated in a foreign currency or transfer funds abroad (in total or in part) to make payments on its obligations (which could affect Grupo Galicia’s financial condition and results of operations). Therefore, Argentine resident or non-resident investors should take special notice of these regulations (and their amendments) that limit access to the foreign exchange market. In the future Grupo Galicia may be prevented from making payments in U.S. Dollars and/or making payments outside of Argentina due to the restrictions in place at that time in the foreign exchange market and/or due to the restrictions on the ability of companies to transfer funds abroad.

It may be difficult to effect service of process against Grupo Galicia’s executive officers and directors, and foreign judgments may be difficult to enforce or may be unenforceable.

Service of process upon individuals or entities which are not resident in the United States may be difficult to obtain in the United States. Grupo Galicia and substantially all of its subsidiaries are companies incorporated under the laws of Argentina. Most of their shareholders, directors, members of the Supervisory Syndics’ Committee, officers, and some specialists named herein are domiciled in Argentina and the most significant part of their assets is located in Argentina. Although Grupo Galicia has an agent to receive service of process in any action against it in the United States with respect to its ADSs, none of its executive officers or directors has consented to service of process in the United States or to the jurisdiction of any United States court. As a result, it may be difficult to effect service of process against Grupo Galicia’s executive officers and directors. Additionally, under Argentine law, the enforcement of foreign judgments will only be allowed if the requirements in sections 517 to 519 of the National Code of Civil and Commercial Procedures are met or, if it is one of the powers governed by provincial law, the requirements in the applicable local code of procedure, and provided that the foreign judgment does not infringe on concepts of public policy in Argentine law, as determined by the competent courts of Argentina. An Argentine court may consider the enforcement of foreign judgments which order payments to be made pursuant to a foreign-currency denominated security, to holders outside of Argentina as contrary to the public policy of Argentina if for instance at such time there are legal restrictions in place prohibiting Argentine debtors from transferring foreign currency abroad to pay off debts.

The intervention of the Argentine government in the electric power sector could have a material adverse impact on the Argentine economy, which may have a material adverse impact on Grupo Galicia’s results of operations.

Historically, the Argentine government has played an active role in the electric power sector through the ownership and management of state-owned companies engaged in the generation, transmission and distribution of electric power. To address the Argentine economic crisis of 2001 and 2002, the Argentine government adopted Law No. 25,561 and other regulations, which made a number of material changes to the regulatory framework applicable to the electric power sector and have significantly distorted supply and demand in the sector. These changes

 

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included the freezing of distribution margins, the revocation of adjustment and inflation indexation mechanisms for tariffs, a limitation on the ability of electric power distribution companies to pass on to the consumer increases in costs due to regulatory charges and the introduction of a new price-setting mechanism in the wholesale electricity market, all of which had a significant impact on electric power generators and caused substantial price differences within the market.

Since the Macri administration assumed office, the Argentine government has initiated significant reforms in the electric power sector. As part of such reforms, the Argentine government has taken actions designed to guarantee the supply of electric power in Argentina, such as instructing the Ministry of Energy and Mining to develop and implement a coordinated program to guarantee the quality of the electric power system and ration individuals’ and public entities’ consumption of energy by increasing tariffs. In addition, the Argentine government and certain provincial governments have approved significant price adjustments and tariff increases applicable to certain generation and distribution companies, resulting in an increase in cost of energy prices for consumers.

On March 31, 2017, the Ministry of Energy and Mining released a new tariff schedule that increased the price consumers pay for electricity and natural gas by 36% with the goal of reducing government subsidies for energy consumption as part of efforts to reduce the Argentine government’s fiscal deficit. Following a public hearing, the Minister of Energy and Mining released a revised tariff schedule in December 2017, which further increased rates between 34% and 57% (depending on the province) for natural gas and approximately 34% for other electricity.

As a result, there has been a significant increase in the cost of energy in Argentina, which could have a material adverse effect on consumers’ disposable income, and therefore, Grupo Galicia’s financial condition and results of operations and the trading price of our ADSs.

The measures adopted by the Argentine government and the claims filed by workers on an individual basis or as part of a labor union action may lead to pressures to increase salaries or additional benefits, which would increase companies’, including Grupo Galicia’s, operating costs. Additionally, labor union activity could lead to strikes or work stoppages, which may materially and adversely affect Grupo Galicia’s results of operations.

In the past, the Argentine government has passed laws and regulations requiring private sector companies to maintain certain salary levels and provide their employees with additional work-related benefits. Furthermore, employers, both in the public sector and in the private sector, have been experiencing intense pressure from their personnel, or from the labor unions representing such personnel, demanding salary increases and certain benefits for the workers, given the prevailing high inflation rates. Labor pressure can also potentially lead to strikes or work stoppages if demands are not satisfied, which could have a material and adverse effect on Grupo Galicia’s operations.

There can be no assurance that the Argentine government will not adopt measures in the future mandating salary increases or the provision of additional employee benefits, or that employees or their unions will not exert pressure on companies, such as Grupo Galicia, in demanding the implementation of such measures. The implementation of any such measures could have a material and adverse effect on Grupo Galicia’s expenses and business, results of operations and financial condition and, thus, on the trading prices for its ADSs.

Risk Factors Relating to the Argentine Financial System

The stability of the Argentine financial system is dependent upon the ability of financial institutions, including Banco Galicia, the main subsidiary of Grupo Galicia, to maintain and increase the confidence of depositors.

The measures implemented by the Argentine government in late 2001 and early 2002, in particular the restrictions imposed on depositors to withdraw money freely from banks and the pesification and restructuring of their deposits, were strongly opposed by depositors due to the losses on their savings and undermined their confidence in the Argentine financial system and in all financial institutions operating in Argentina.

 

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If depositors once again withdraw their money from banks in the future, there may be a substantial negative impact on the manner in which financial institutions, including Banco Galicia, conduct their business, and on their ability to operate as financial intermediaries. Loss of confidence in the international financial markets may also adversely affect the confidence of Argentine depositors in local banks.

An adverse economic situation, even if it is not related to the financial system, could trigger a massive withdrawal of capital from local banks by depositors, as an alternative to protect their assets from potential crises. Any massive withdrawal of deposits could cause liquidity issues in the financial sector and, consequently, a contraction in credit supply.

The occurrence of any of the above could have a material and adverse effect on Grupo Galicia’s expenses and business, results of operations and financial condition and, thus, on the trading prices for its ADSs.

If financial intermediation activity volumes relative to GDP are not restored to significant levels, the capacity of financial institutions, including Banco Galicia, the main subsidiary of Grupo Galicia, to generate profits may be negatively affected.

As a result of the 2001-2002 financial crisis, the volume of financial intermediation activity dropped dramatically: private sector credit plummeted from 24% of GDP in December 2000 to 7.7% in June 2004 and total deposits as a percentage of GDP fell from 31% to 23.2% during the same period. The depth of the crisis and the effect it had on depositors’ confidence in the financial system created uncertainty as to its ability to act as an intermediary between savings and credit. Further, the ratio of total financial system’s private-sector deposits and loans to GDP remains low when compared to international levels and continues to be lower than the periods prior to the crisis, especially in the case of private-sector deposits and loans, which represented approximately 17.3% and 14.7% of GDP, respectively, at the end of 2017.

There is no assurance that financial intermediation activities will continue in a manner sufficient to reach the necessary volumes to provide financial institutions, including Banco Galicia, with sufficient capacity to generate income, or that those actions will be sufficient to prevent Argentine financial institutions, such as Banco Galicia, from having to assume excessive risks in terms of maturity mismatches. Under these circumstances, for an undetermined period of time, the scale of operations of Argentine-based financial institutions, including Banco Galicia, their business volume, the size of their assets and liabilities or their income-generation capacity could be much lower than before the crisis which may, in turn, impact the results of operations of Banco Galicia and, potentially, the trading price for Grupo Galicia’s ADSs.

The Argentine financial system’s growth and income, including that of Banco Galicia, the main subsidiary of Grupo Galicia, depend in part on the development of medium- and long-term funding sources.

In spite of the fact that the financial system’s and Banco Galicia’s deposits continue to grow, they are mostly demand or short-term time deposits and the sources of medium- and long-term funding for financial institutions are currently limited. If Argentine financial institutions, such as Banco Galicia, are unable to access adequate sources of medium and long-term funding or if they are required to pay high costs in order to obtain the same and/or if they cannot generate profits and/or maintain their current volume and/or scale of their business, this may adversely affect Grupo Galicia’s ability to honor its debts.

Argentine financial institutions (including Banco Galicia) continue to have exposure to public sector debt (including securities issued by the Argentine Central Bank) and its repayment capacity, which in periods of economic recession, may negatively affect their results of operations.

Argentine financial institutions continue to be exposed, to some extent, to the public sector debt and its repayment capacity. The Argentine government’s ability to honor its financial obligations is dependent on, among other things, its ability to establish economic policies that succeed in fostering sustainable growth and development in the long term, generating tax revenues and controlling public expenditures, which could, either partially or totally, fail to take place.

 

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Banco Galicia’s exposure to the public sector as of December 31, 2017 was Ps.27,028 million, representing approximately 8% of its total consolidated assets and 75% of its shareholders’ equity. Of this total, Ps.17,284 million were Argentine Central Bank debt instruments, Ps.9,309 million corresponded to Argentine government securities, while the remaining Ps.435 million corresponded to other receivables resulting from financial brokerage. As a result, Grupo Galicia’s income-generating capacity may be materially impacted, or may be particularly affected by the Argentine public sector’s repayment capacity and the performance of public sector bonds, which, in turn, is dependent on the factors referred to above. Banco Galicia’s ability to honor its financial obligations may be adversely affected by the Argentine government’s repayment capacity or its failure to meet its obligations in respect of Argentine government obligations owed to Banco Galicia.

The Consumer Protection Law may limit some of the rights afforded to Grupo Galicia and its subsidiaries.

Argentine Law No. 24,240 (the “Consumer Protection Law”) sets forth a series of rules and principles designed to protect consumers, which include Banco Galicia’s customers. The Consumer Protection Law was amended by Law No. 26,361 on March 12, 2008 to expand its applicability and the penalties associated with violations thereof. Additionally, Law No. 25,065 (as amended by Law No. 26,010 and Law No. 26,361, the “Credit Card Law”) also sets forth public policy regulations designed to protect credit card holders. On October 1, 2014, a new Civil and Commercial Code was sanctioned, which captured the principles of Consumer Protection Law and established their application to banking agreements.

On September 17, 2014, Law No. 26,993 was enacted, which created a “System to Solve Disputes in Consumer Relationships”, introducing new administrative and legal procedures within the framework of the Consumer Protection Law; namely, an administrative and a judicial regime for such matters.

The application of both the Consumer Protection Law and the Credit Card Law by administrative authorities and courts at the federal, provincial and municipal levels has increased. This trend has led to an increase in general consumer protection levels. In the event that Grupo Galicia and its subsidiaries are found to be liable for violations of any of the provisions of the Consumer Protection Law or the Credit Card Law, the potential penalties could limit some of Grupo Galicia and its subsidiaries’ rights, for example, with respect to their ability to collect payments due from services and financing provided by Grupo Galicia or its subsidiaries, and adversely affect their financial results of operations. There can be no assurance that court and administrative rulings based on the newly enacted regulation or measures adopted by the enforcement authorities will not increase the degree of protection given to its debtors and other customers in the future, or that they will not favor the claims brought by consumer groups or associations. This may prevent or hinder the collection of payments resulting from services rendered and financing granted by Grupo Galicia’s subsidiaries, which may have an adverse effect on their results and operations.

Class actions against financial institutions for an indeterminate amount may adversely affect the profitability of the financial system and of Banco Galicia, specifically.

Certain public and private organizations have initiated class actions against financial institutions in Argentina, including Banco Galicia. Class actions are contemplated in the Argentine National Constitution and the Consumer Protection Law, but their use is not regulated. The courts, however, have admitted class actions in spite of lacking specific regulations, providing some guidance with respect to the procedures for the same. These courts have admitted several complaints filed against financial institutions to defend collective interests, based on arguments that object to charges applied to certain products, applicable interest rates and the advisory services rendered in the sale of government securities, among others.

Final judgments entered against financial institutions under these class actions may affect the profitability of financial institutions in general and of Banco Galicia specifically in relation to class actions filed against Banco Galicia. For further information regarding class actions brought against Banco Galicia, please refer to the Item 8. “Accounting Information—Legal Proceedings—Banco Galicia”.

Administrative procedures filed by the tax authorities of certain provinces against financial institutions, such as Banco Galicia (the primary subsidiary of Grupo Galicia) and amendments to tax laws applicable to Grupo Galicia could generate losses for Grupo Galicia.

 

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Buenos Aires City tax authorities, as well as certain provincial tax authorities, have initiated administrative proceedings against financial institutions in order to collect higher gross income taxes from such financial institutions beginning in 2002 and onward. Such tax authorities are alleging that the Compensatory Bond (as defined below) should be subject to taxation. The purpose of the Compensatory Bond was to compensate financial institutions for the losses they would otherwise have incurred as a result of the measures implemented to confront the 2001-2002 economic crisis, in particular, the asymmetric pesification of assets and liabilities. The final decision regarding these proceedings remains uncertain and substantial losses may be sustained by financial institutions, including Banco Galicia.

Although Banco Galicia believes it has met its tax obligations regarding current regulations and has properly recorded provisions for those risks based on the opinions and advice of its external legal advisors and pursuant to the applicable accounting standards, certain risks may render those provisions inadequate. Tax authorities may not agree with Grupo Galicia’s tax treatment, possibly leading to an increase in its tax liabilities.

Moreover, amendments to existing regulations may increase Grupo Galicia’s tax rate and a material increase in the tax burden could adversely affect its financial results.

Risk Factors Relating to Us

Grupo Galicia may be unable to repay its financial obligations due to a lack of liquidity it may suffer because of being a holding company.

Grupo Galicia, as a holding company, conducts its operations through its subsidiaries. Consequently, it does not operate or hold substantial assets, except for equity investments in its subsidiaries. Except for such assets, Grupo Galicia’s ability to invest in its business development and/or to repay obligations is subject to the funds generated by its subsidiaries and their ability to pay cash dividends. In the absence of such funds, Grupo Galicia may be forced to resort to financing options at unappealing prices, rates and conditions. Additionally, such financing could be unavailable when Grupo Galicia may need it.

Grupo Galicia’s subsidiaries are under no obligation to pay any amount to enable Grupo Galicia to carry out investment activities and/or to cancel its liabilities or to give Grupo Galicia funds for such purposes. Each of the subsidiaries is a legal entity separate from Grupo Galicia, and due to certain circumstances, legal or contractual restrictions, as well as to the subsidiaries’ financial condition and operating requirements, Grupo Galicia’s ability to receive dividends and its ability to develop its business and/or to comply with payment obligations could be limited. Under certain regulations, Banco Galicia has restrictions relating to dividend distributions.

Notwithstanding the fact that the repayment of such obligations could be afforded by Grupo Galicia through other means, such as bank loans or new issues in the capital market, investors should take notice of the above, prior to deciding on their investment in equity in Grupo Galicia. For further information on dividend distribution restrictions, see Item 5.B. “Financial Review and Prospects—Liquidity and Capital Resources”.

Corporate governance standards and disclosure policies that govern companies listing their shares pursuant to the public offering system in Argentina may differ from those regulating highly developed capital markets, such as the U.S. As a foreign private issuer, Grupo Galicia applies disclosure policies and requirements that differ from those governing U.S. domestic registrants.

Argentine disclosure requirements are more limited than those in the United States and differ in important respects. As a foreign private issuer, Grupo Galicia is subject to different disclosure policies and other requirements than a domestic U.S. registrant. For example, as a foreign private issuer in the U.S., Grupo Galicia is not subject to the same requirements and disclosure policies as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue financial statements, report on significant events and the standards applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants.

 

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In addition, although Argentine laws provide for certain requirements that are similar to those prevailing in the U.S. in relation to publicly listed companies (including, for example, those related to price manipulation), in general, applicable Argentine laws are different to those in the U.S. and in certain aspects may provide different or fewer protections or remedies as compared to U.S. laws. Further, Grupo Galicia relies on exemptions from certain Nasdaq rules that are applicable to domestic companies. Accordingly, the corporate information available about Grupo Galicia is not the same as, and may be more limited than, the information available to shareholders of a U.S. company.

Adverse conditions in the credit, capital and foreign exchange markets may have a material adverse effect on Grupo Galicia’s financial position and results of operations and adversely impact it by limiting its ability to access funding sources.

Grupo Galicia may sustain losses relating to its investments in fixed- or variable-income securities on the exchange market and its monetary position due to, among other reasons, changes in market prices, defaults and fluctuations in interest rates and in exchange rates. A deterioration in the capital markets may cause Grupo Galicia to record net losses due to a decrease in the value of its investment portfolios, in addition to losses caused by the volatility in financial market prices, even if the economy overall is not affected. Any of these losses could have an adverse effect on Grupo Galicia’s results of operations.

Grupo Galicia’s subsidiaries estimate and establish reserves for potential credit risk or future credit losses, which may be inadequate or insufficient, and which may, in turn, materially and adversely affect its financial position and results of operations.

Grupo Galicia’s subsidiaries estimate and establish reserves for potential credit risk and losses related to changes in the levels of income of debtors/borrowers, increased rates of inflation, increased levels of non-performing loans or an increase in interest rates. This process requires a complex and subjective analysis, including economic projections and assumptions regarding the ability of debtors to repay their loans.

Therefore, if in the future Grupo Galicia’s subsidiaries are unable to effectively control the level of quality of their loan portfolio, if loan loss reserves are inadequate to cover future losses, or if they are required to increase their loan loss reserves due to an increase in the amount of their non-performing loans, the financial position and the results of operations of Grupo Galicia’s subsidiaries may be materially and adversely affected.

If Grupo Galicia’s subsidiaries should fail to detect money laundering and other illegal or inappropriate activities in a comprehensive or timely manner, the business interests and reputation of Grupo Galicia may be harmed.

Grupo Galicia’s subsidiaries must be in compliance with all applicable laws against money laundering, funding of terrorist activities and other regulations. These laws and regulations require, among other things, that Grupo Galicia’s subsidiaries adopt and implement control policies and procedures which involve “know your customer” principles that comply with the applicable regulations, and reporting suspicious or unusual transactions to the applicable regulatory authorities. While Grupo Galicia’s subsidiaries have adopted policies and procedures intended to detect and prevent the use of their networks for money laundering activities and by terrorists, terrorist organizations and other types of organizations, those policies and procedures may fail to fully eliminate the risk that Grupo Galicia’s subsidiaries have been or are currently being used by other parties, without their knowledge, to engage in activities related to money laundering or other illegal activities. To the extent that Grupo Galicia’s subsidiaries have not detected or do not detect those illegal activities, the relevant governmental agencies to which they report have the power and authority to impose fines and other penalties on Grupo Galicia’s subsidiaries. In addition, their business and reputation could be adversely affected if customers use it for money laundering activities or other illegal activities.

 

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A disruption or failure in Grupo Galicia’s information technology system could adversely affect its operations and financial position.

The success of Grupo Galicia’s subsidiaries is dependent upon the efficient and uninterrupted operation of their communications and computer hardware systems, including those systems related to the operation of their ATM networks. Grupo Galicia’s communications, systems or transactions could be harmed or disrupted by fire, floods, power failures, defective telecommunications, computer viruses, electronic or physical theft and similar events or disruptions. Any of the foregoing events may cause disruptions in Grupo Galicia’s systems, delays and the loss of critical data, and could prevent it from operating at optimal levels. In addition, the contingency plans in place may not be sufficient to cover all those events and, therefore, this may mean that the applicable insurance coverage is limited or inadequate, preventing Banco Galicia from receiving full compensation for the losses sustained as a result of such a global disruption. If any of these events occur, it could damage the reputation, entail serious costs and affect Grupo Galicia’s transactions, as well as its results of operations and financial position.

An increase in cybersecurity breaches or fraudulent and other illegal activity involving Grupo Galicia or its subsidiaries could lead to reputational damage to Grupo Galicia’s (or its subsidiaries’) brands and could reduce the use and acceptance of its and its subsidiaries’ products.

The business of many of Grupo Galicia’s subsidiaries depends on the efficient and uninterrupted operation of its data processing systems, its platforms for the exchange of information and its digital networks. Many of Grupo Galicia’s subsidiaries have has access to a large amount of confidential information about their respective clients. Therefore, cybersecurity breaches represent a potential risk for Grupo Galicia. Cybersecurity breaches that result in, for example, identity theft, phishing schemes or the theft of personal and confidential information could negatively affect the security of information that is stored and transmitted through the information systems and network infrastructure of Grupo Galicia and could cause existing and potential clients to refrain from conducting business with the subsidiaries of Grupo Galicia. Grupo Galicia cannot provide any assurance that the systems are invulnerable to cybersecurity breaches or that its existing security measures will be successful in protecting against any such breach. If any of the above described events were to occur, it could lead to reputational damage to Grupo Galicia’s brands, which could reduce the use and acceptance of its products, or to greater regulation, which could increase its compliance costs, all of which could materially adversely affect its business and results of operation and the trading price for its ADSs.

Fluctuations in the value of the Peso could adversely affect Argentine economic growth and Argentina’s international reserves and the financial situation of the Grupo Galicia and its subsidiaries.

The devaluation of the Peso could have a negative impact on the ability of certain Argentine businesses to make timely payments on their foreign currency-denominated debt, could cause inflation, could cause a significant reduction in salaries in real terms, could put at risk the financial stability of companies, such as certain subsidiaries of Grupo Galicia, whose success depends on internal market demand and could also adversely affect the ability of the Argentine government to pay its foreign currency-denominated debt. The Peso depreciated vis-à-vis the Dollar by almost 30% in 2013 and 2014. In 2015, the Peso depreciated approximately 52% as compared to the Dollar, which included a 10% depreciation between January 1, 2015 and September 30, 2015 and a 38% devaluation during the final quarter of the year, the majority of which was concentrated in the period after December 16, 2015 once the government of Macri assumed control of the exchange rate put in place by the prior government. In 2016, the Peso lost approximately 21% of its value as compared to the Dollar. In 2017, the Peso lost approximately 17% of its value as compared to the Dollar. The selling exchange rate published by Banco Nación as of April 16, 2018 was Ps.20.45 per US$1.00.

From time to time, the Central Bank may intervene in the foreign exchange market to influence exchange rates. Purchases of Pesos by the Central Bank could cause a decrease in the international reserves of the Central Bank. A significant decrease in the Central Bank’s international reserves may have an adverse impact on Argentina’s ability to withstand external shocks to the economy, and any adverse effects to the Argentine economy could, in turn, adversely affect the financial position and business of Grupo Galicia and its subsidiaries.

Further, a significant depreciation of the Peso would, among other things, increase the cost of servicing certain of Grupo Galicia’s subsidiaries’ foreign currency-denominated debt. Either a significant depreciation or appreciation could have a material adverse effect on the Argentine economy and Grupo Galicia’s financial condition and results of operations.

 

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Shortages in the availability of energy in Argentina could adversely affect the Argentine economy and hence the operation and business of Grupo Galicia and its subsidiaries.

The various economic crisis in the past in Argentina and the fixing of the tariff rates in the electricity sector, have provoked a significant lack of infrastructure and business investment for the supply and transportation of natural gas and electricity. At the same time, the demand for the natural gas and electricity in Argentina has increased considerably due to the improving economic conditions in the country and the low cost of such services. To address such increase in demand, Argentina has needed to import natural gas from other countries. The Central Bank’s reserves have been frequently used by the government to pay for such imports. If the government is unable to pay to import natural gas to cover the energy deficit, the Argentine economy may suffer and Argentine businesses may be adversely affected.

Several measures have been adopted by the government in order to lessen the short term impact of the lack of energy for residential and industrial users. If these measures are not sufficient, or if the relevant investments are not timely made, the Argentine economy could be seriously affected, producing a negative impact on local business.

Since 2015, as a first step, tariff increases were implemented and subsidies to industries and to high income consumers were reduced. In February 2016, the government implemented various increases in tariffs and reductions in subsidies for gas and electricity users.

On August 18, 2016, the Supreme Court suspended the gas tariff increases for residential users and ordered public hearings in respect of such increases. The Argentine government, complying with this ruling, conducted public hearings on the matter in September 2016. During such hearings, the Secretary of Energy ratified the government’s plan to maintain such increases and to further increase the same. In October 2016, resolution No. 212 – E/2016 established the new gas tariffs with an average increase of 200% for residential consumers and of 277% for most merchants, small and medium companies.

On September 27, 2016, Federal Judge No. 3 of the Province of Cordoba suspended for the whole country the increase of gas tariffs for merchants, small and medium companies and ordered the imposition of the tariff regime in place on March 31, 2016 until December 27, 2016. Such resolution was appealed by the Argentine government. On September 6, 2016, the Supreme Court ruled in favor of increasing the electricity tariffs in the Province of Buenos Aires.

As a consequence of the above, the cost of energy has increased significantly in recent years, which increase may have an adverse effect on the Argentine economy and Grupo Galicia’s financial condition and results of operations.

The high levels of public spending in Argentina could generate long lasting adverse consequences for the Argentine economy.

During recent years, the Argentine government has substantially increased the levels of its public spending. In 2015, the spending of the public sector increased by 34.5% as compared to the prior year, and the government announced a primary fiscal deficit equal to 5.5% of GDP. In 2016, the spending of the public sector increased by 38.2% as compared to the prior year, and the government announced a primary fiscal deficit equal to 4.6% of GDP. In 2017, the spending of the public sector increased by 3% as compared to the prior year, and the government announced a primary fiscal deficit equal to 6% of GDP. If spending continues to outpace revenue, the fiscal deficit is likely to increase and past sources to address such deficit, such as the Central Bank and the National Administrator of Pensions may be utilized.

Any such increasing deficit could have a negative effect on the government’s ability to access to the long term financial markets, and in turn, could limit the access to such markets for Argentine companies, such as Grupo Galicia and its subsidiaries. The same may have a material and adverse effect on Grupo Galicia’s financial condition and results of operations.

 

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Failure to adequately address actual and perceived risks arising from institutional deterioration and corruption could adversely affect Argentina’s economy and financial position and the ability of Argentine companies to attract foreign investment.

The lack of a solid institutional framework and corruption have been identified as serious problems for Argentina, and may continue to be. In the Transparency International’s Corruption Perceptions Index 2016, which measures corruption in 176 countries, Argentina ranked No. 95. In the World Bank’s “Doing Business” report in 2017, Argentina Ranked No.117 among 189 countries, having ranked No. 121 among 189 countries in 2016. The failure to address these issues could increase the risk of political instability, distort the decision-making process, adversely affect Argentina’s international reputation and its ability and the ability of its companies to attract foreign investment. Although the Macri administration has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption, the Argentine government’s ability to implement these initiatives is uncertain as it would require the involvement of the judiciary branch, which is independent, as well as legislative support from opposition parties and there can be no assurances that the implementation of such measures will be successful. A deterioration in the Argentine economy could have a material and adverse effect on Grupo Galicia’s financial condition and results of operations.

 

Item 4. Information on the Company

History and Development of the Company

Our legal name is Grupo Financiero Galicia S.A. We are a financial services holding company that was incorporated on September 14, 1999, as a sociedad anónima (which is a stock corporation) under the laws of Argentina. As a holding company we do not have operations of our own and conduct our business through our subsidiaries. Banco Galicia is our main subsidiary and one of Argentina’s largest full-service banks.

Through the operating subsidiaries of Tarjetas Regionales, in which Grupo Financiero Galicia has an 83% ownership interest as of March 31, 2018, and CFA, in which Banco Galicia has a 97% ownership interest and Grupo Financiero Galicia has a 3% ownership interest through December 31, 2017 (as the sale of CFA was completed during the first quarter of 2018), we provide proprietary brand credit cards throughout the “Interior” of the country and consumer finance services throughout Argentina. Argentines refer to the Interior as all of Argentina except for the Buenos Aires, the federal capital, and the areas surrounding the city of Buenos Aires (“Greater Buenos Aires”), i.e., the provinces, including the Buenos Aires Province but excluding the city of Buenos Aires and its surroundings. Through Sudamericana and its subsidiaries we provide insurance products in Argentina. We directly or indirectly own other companies providing financial related products as explained herein. We are one of Argentina’s largest financial services groups with consolidated assets of Ps.341,013 million as of December 31, 2017. For more information regarding the corporate reorganization of Tarjetas Regionales and CFA sale, please see “–History”.

Our goal is to consolidate our position as one of Argentina’s leading comprehensive financial services providers while continuing to strengthen Banco Galicia’s position as one of Argentina’s leading banks. We seek to broaden and complement the operations and businesses of Banco Galicia, through holdings in companies and undertakings whose objectives are related to and/or can produce synergies with financial activities. Our non-banking subsidiaries operate in financial and related activities in which Banco Galicia either cannot participate or in which it can participate only on a limited basis due to restrictive banking regulations.

We are domiciled in Buenos Aires, Argentina. Under our bylaws, our corporate duration is until June 30, 2100. Our duration may be extended by a resolution passed at the extraordinary shareholders’ meeting. Our principal executive offices are located at Teniente General Juan D. Perón 430, 25th Floor, (C1038AAJ), Buenos Aires, Argentina. Our telephone number is (54-11) 4343-7528.

Our agent for service of process in the United States is CT Corporation System, presently located at 111 8th Avenue, New York, New York 10011.

 

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Organizational Structure

The following table illustrates our organizational structure as of December 31, 2017. Percentages indicate the ownership interests held.

 

LOGO

 

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The following table illustrates our new organizational structure after the sale of CFA and the corporate reorganization of Tarjetas Regionales. Percentages indicate the ownership interests held.

 

LOGO

 

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History

Grupo Financiero Galicia

Grupo Financiero Galicia was formed on September 14, 1999 as a financial services holding company to hold all the shares of the capital stock of Banco Galicia held by members of the Escasany, Ayerza and Braun families. Its initial nominal capital amounted to 24,000 common shares, 12,516 of which were designated as class A ordinary (common) shares (the “class A shares”) and 11,484 of which were designated as class B ordinary (common) shares (the “class B shares”).

Following Grupo Financiero Galicia’s formation, the holding companies that held the shares in Banco Galicia on behalf of the Escasany, Ayerza and Braun families were merged into Grupo Financiero Galicia. Following the merger, Grupo Financiero Galicia held 46.34% of the outstanding shares of Banco Galicia. In addition, and due to the merger, Grupo Financiero Galicia’s capital increased from 24,000 to 543,000,000 common shares, 281,221,650 of which were designated as class A shares and 261,778,350 of which were designated as class B shares. Following this capital increase, all of our class A shares were held by EBA Holding S.A., an Argentine corporation that is 100% owned by our controlling shareholders, and our class B shares were held directly by our controlling shareholders in an amount equal to their ownership interests in the holding companies that were merged into Grupo Financiero Galicia.

On May 16, 2000, our shareholders held an extraordinary shareholders’ meeting during which they unanimously approved a capital increase of up to Ps.628,704,540 and the public offering and listings of our class B shares. All of the new common shares were designated as class B shares, with a par value of Ps.1. During this extraordinary shareholders’ meeting, all of our existing shareholders waived their preemptive rights. In addition, the shareholders determined that the exchange ratio for the exchange offer would be one class B share of Banco Galicia for 2.5 of our class B shares and one ADS of Banco Galicia for one of our ADSs. The exchange offer was completed in July 2000 and the resulting capital increase was of Ps.549,407,017. Upon the completion of the exchange offer, our only significant asset was our 93.23% interest in Banco Galicia.

On January 2, 2004, our shareholders held an extraordinary shareholders’ meeting during which they approved a capital increase of up to 149,000,000 preferred shares, each of them mandatorily convertible into one of our class B shares on the first anniversary of the date of issuance, to be subscribed for in up to U.S. $100 million of face value of subordinated notes to be issued by Banco Galicia to its creditors in the restructuring of the foreign debt of its head office in Argentina (the “Head Office”) and its Cayman Branch, or cash. This capital increase was carried out in connection with the restructuring of Banco Galicia’s foreign debt. On May 13, 2004, we issued 149,000,000 preferred non-voting shares, with preference over the ordinary shares in the event of liquidation, each with a face value of Ps.1. The preferred shares were converted into class B shares on May 13, 2005. With this capital increase, our capital increased to Ps.1,241,407,017.

In August 2007, Grupo Financiero Galicia exercised its preemptive rights in Banco Galicia’s share issuance and subscribed for 93.6 million shares of Banco Galicia. The consideration paid for such shares consisted of: (i) U.S. $102.2 million face value of notes due 2014 issued by Banco Galicia in May 2004, and (ii) cash. After the capital increase, Grupo Financiero Galicia held 94.66% of Banco Galicia’s shares, an increase from 93.60%.

In September 2013, Grupo Financiero Galicia announced that it had reached an agreement to merge Lagarcué S.A. and Theseus S.A. into Grupo Financiero Galicia. The consolidated financial statements prepared specifically for this merger were issued as of June 30, 2013 and the effective date of such merger was September 1, 2013.

This merger resulted in an increased ownership interest by Grupo Financiero Galicia in its principal subsidiary Banco Galicia of 25,454,193 class B shares of Banco Galicia representing 4.526585% of the total capital stock of Banco Galicia previously owned by Lagarcué S.A. and Theseus S.A.

Consequently, Grupo Financiero Galicia agreed to increase its capital stock by issuing 58,857,580 new class B shares representing 4.526585% of the outstanding capital stock of Grupo Financiero Galicia to be delivered to the shareholders of Lagarcué S.A. and Theseus S.A.

Additionally, Grupo Financiero Galicia, together with Banco Galicia and the shareholders of Lagarcué S.A. and Theseus S.A., signed a supplemental agreement governing operational issues and providing for the settlement and mutual withdrawal of any pending claims.

 

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All documentation related to the merger of Lagarcué S.A. and Theseus S.A. into Grupo Financiero Galicia was approved at the extraordinary shareholders’ meeting of Grupo Financiero Galicia held on November 21, 2013, including the exchange ratio and the above mentioned capital increase of Ps.58,857,580 through the issuance of 58,857,580 class B shares, with a face value of Ps.1, one vote per share, entitled to participate in the profits of the financial year beginning on January 1, 2013.

On December 18, 2013, the definitive merger agreement contemplating the merger of Lagarcué S.A. and Theseus S.A. into Grupo Galicia was registered in a public deed pursuant to the terms of paragraph 4 of article 83 of the Ley General de Sociedades (Law No. 19,550, as amended, the General Corporations Law or “Corporations Law”), and effective as of September 1, 2013. Therefore, 25,454,193 class B shares of Banco Galicia, representing 4.526585 % of its capital stock previously owned by Lagarcué S.A. and Theseus and S.A. were transferred to Grupo Financiero Galicia. As a result, Grupo Financiero Galicia owns 560,199,603 shares of Banco Galicia, representing 99.621742% of its capital stock and voting rights.

On February 25, 2014, the Board of Directors of Grupo Financiero Galicia resolved to offer to acquire all remaining shares of Banco Galicia owned by third parties, amounting to 2,123,962 shares, at an amount of Ps.23.22 per share, which was approved by the Comisión Nacional de Valores (the “National Securities Commission”, or the “CNV”) on April 24, 2014.

On February 27, 2014, by Resolution No. 17,300, the Board of the CNV consented to the merger of Lagarcué S.A. and Theseus S.A into Grupo Financiero Galicia and to the above mentioned increase in capital of Grupo Financiero Galicia.

In compliance with Argentine regulations, Grupo Financiero Galicia made all required communications and paid the amounts corresponding to the remaining shares of Banco Galicia held by third parties. On August 4, 2014, Grupo Financiero Galicia became the owner of 100% of the outstanding capital stock of Banco Galicia when the relevant unilateral declaration to acquire the remaining shares of Banco Galicia held by third parties recorded as a public deed pursuant to Article 95 of the Law No. 26,831 (the “Capital Markets Law”, in Spanish “Ley de Mercado de Capitales”).

On April 15, 2014, the Board of Directors approved the purchase of 95% of the capital stock of Galicia Administradora de Fondos from Banco Galicia for an amount of Ps.39 million.

On January 12, 2017, Grupo Financiero Galicia and Banco Galicia accepted an offer made by Mr. Julio A. Fraomeni and Galeno Capital S.A.U. to purchase 100% of CFA, a subsidiary of Banco Galicia. On December 4, 2017, pursuant to Resolution No. 414, the Argentine Central Bank authorized such transaction, which was completed on February 2, 2018. As a result of such sale, Grupo Financiero Galicia received a total of Ps.1,047.3 million for its ownership interest.

On May 16, 2017, the Board of Directors of Grupo Financiero Galicia accepted an offer to acquire 10,000 book-entry shares with a nominal value of Ps.1 per share, representing 1% of the share capital of Galicia Valores S.A. owned by CFA for Ps.906,524.15.

During August 2017, Grupo Financiero Galicia accepted a series of irrevocable sales offers for the acquisition of 6% of the issued and outstanding share capital of its subsidiary, Tarjetas Regionales. On January 5, 2018, a total sales price of U.S. $49,000,000 was paid by Grupo Financiero Galicia and the transaction was completed on January 8, 2018 with the transfer of 22,633,260 Class A common shares, book-entry, with a par value of Ps.1 per share and five votes per share, and 42,033,196 Class B common shares, book-entry, with a par value of Ps.1 per share and one vote per share.

On October 12, 2017, the Board of Directors of the Company approved the corporate reorganization of Grupo Financiero Galicia and Banco Galicia. Such reorganization consisted of the divestiture of Banco Galicia’s shares in Tarjetas Regionales (77% of its share capital), and the incorporation of such shares into the assets of Grupo Financiero Galicia effective January 1, 2018. On January 19, 2018, the Argentine Central Bank issued Note No. /04/2018, thereby confirming that it did not object to the reorganization. As a result, Grupo Financiero Galicia maintains an 83% ownership interest in Tarjetas Regionales.

 

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On August 15, 2017, the shareholders of Grupo Financiero Galicia approved an increase of its share capital by issuing up to a maximum of 150,000,000 of new Class B shares, book-entry, with a right to one vote and a face value of Ps.1 per share.

On September 26, 2017, the global primary follow-on offering period ended and 109,999,996 Class B shares were subscribed for a price of U.S. $5 per share. Such shares were issued on September 29, 2017. The Company granted the underwriters the option to purchase additional Class B ordinary shares at the offering price, and on October 2, 2017, the underwriters exercised such option and 16,500,004 additional Class B shares at U.S. $5 per share were issued on October 4, 2017.

As a result of the foregoing offering, a total of 126,500,000 ordinary Class B shares, book-entry, with a right to one vote and a face value of Ps.1 per share were issued. Issued and outstanding capital of Grupo Financiero Galicia was therefore Ps.1,426,764,597, represented by 281,221,650 ordinary Class A shares, book-entry, entitled to five votes per share and a face value of Ps.1 per share and 1,145,542,947 ordinary Class B shares, book-entry, entitled to one vote and a face value of Ps.1 per share.

On December 27, 2017, Grupo Financiero Galicia made a capital contribution to Banco Galicia of Ps.10,000,000,000.

Banco Galicia

Banco Galicia is a banking corporation organized as a stock corporation under Argentine law and supervised and licensed to operate as a commercial bank by the Superintendencia de Entidades Financieras y Cambiarias (Superintendency of Financial Institutions and Exchange Bureaus or, the “Superintendency”).

Banco Galicia was founded in September 1905 by a group of businessmen in Argentina and began operations in November 1905. Two years later, in 1907, Banco Galicia’s stock was listed on the Buenos Aires Stock Exchange (the “BASE”). Banco Galicia’s business and branch network increased significantly by the late 1950s and continued expanding in the following decades, after regulatory changes allowed Banco Galicia to exercise its potential and gain a reputation for innovation, thereby achieving a leading role within the domestic banking industry.

In the late 1950s, Banco Galicia launched the equity mutual fund FIMA Acciones and founded the predecessor of the asset manager Galicia Administradora de Fondos. Beginning in the late 1960s, Banco Galicia began to establish an international network mainly comprised of branches in New York and in the Cayman Islands, a bank in Uruguay and several representative offices.

In order to develop automated banking in Argentina and avoid bank disintermediation (i.e., when consumers access information or goods directly rather than through intermediaries) in the provision of electronic information and fund transfer services, in 1985, Banco Galicia established, together with four other private- sector banks operating in Argentina, Banelco S.A. to operate a nationwide automated teller system, which became the largest in the country. During the same year, Banco Galicia also acquired an interest in VISA Argentina S.A., and is currently one of the largest issuers of such cards in Argentina.

During the 1990s, Banco Galicia implemented a growth and modernization strategy directed at achieving economies of scale and increasing productivity and, therefore, heavily invested in developing new businesses, acquiring new customers, widening its product offering, developing its IT and human resources capabilities, and expanding its distribution capacity. This was comprised of traditional channels (branches) and, especially, alternative channels, including new types of branches (e.g., in-store), ATMs, banking centers, phone banking and internet banking.

 

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As part of its growth strategy, Banco Galicia began expanding into rural areas in the Interior, where there was believed to be a high potential for growth. Historically, the Interior was underserved relative to Buenos Aires and its surroundings with respect to access to financial services, and its population tends to use fewer banking services. Between 1995 and 1999, Banco Galicia acquired equity interests in entities and formed several non-banking companies providing financial services to individuals in the Interior through the issuance of proprietary brand credit cards. See “—Regional Credit Card Companies” below. In addition, in 1997, Banco Galicia acquired a regional bank that was merged into it, with branches located mainly in Santa Fe and Córdoba, two of the wealthiest and most populous provinces.

In order to fund its strategy, during the 1990s, Banco Galicia tapped the international capital markets for both equity and debt. In June 1993, Banco Galicia carried out its initial international public offering in the United States and Europe and, as a result, listed its American Depositary Receipts (“ADRs”) on the Nasdaq Stock Market until 2000, when Banco Galicia’s shares were exchanged for our shares. In 1991, it was the first Argentine bank to issue debt in the European capital markets and, in 1994, it was the first Latin American issuer of a convertible bond. In 1996, Banco Galicia raised equity again through a local and international public offering.

In 1996, Banco Galicia entered the bank insurance business through an agreement with ITT Hartford Life Insurance Co. for the joint development of initiatives in the life insurance business. In the same year, Banco Galicia initiated its internet presence, which evolved into a full e-banking service for both companies and individuals.

At the end of 2000, Banco Galicia was the largest private-sector bank in the Argentine market with a 9.8% deposit market share.

In 2001 and 2002, Argentina experienced a severe political and financial crisis, which had a material adverse effect on the financial system and on financial businesses as a whole, including Banco Galicia, but especially on financial intermediation activity. However, during the crisis, the provision of transactional banking services was maintained. With the normalization of the Argentine economy and the subsequent period of growth, financial activities began to increase, translating into significant growth for the financial system as a whole, including Banco Galicia. The provision of services continued to develop, surpassing their development pre-crisis, and financial intermediation activity resumed progressively.

Beginning in May 2002, Banco Galicia began to implement a series of initiatives to deal with the liquidity shortage caused by the systemic deposit run, the unavailability of funding and other adverse effects of the 2001-2002 financial crisis. Banco Galicia significantly streamlined its operations and reduced its administrative expenses and, immediately after launching such initiatives, restored its liquidity. Also, in late 2002 and early 2003, Banco Galicia closed all of its operating units abroad or began to wind them down. In addition, Banco Galicia: (i) restructured most of its commercial loan portfolio, a process that was substantially completed in 2005, (ii) restructured its foreign debt, a process that began in 2002 and that was completed in May 2004, and resulted in an increase in its capitalization, and (iii) in February 2004, finalized the restructuring of its debt with the Argentine Central Bank incurred as a consequence of the 2001-2002 financial crisis.

Together with the launching of the above-mentioned initiatives, Banco Galicia began to normalize its activities, progressively restoring its customer relations and growing its business with the private sector. In 2007, Banco Galicia finalized the full repayment of its debt with the Argentine Central Bank incurred as a consequence of the 2001-2002 financial crisis. In addition, in August 2007, Banco Galicia repaid in full the notes that it had issued to restructure the debt of its New York Branch and undertook a share offering to increase its capitalization, in order to be able to support the increase in regulatory capital requirements on a bank’s exposure to the public sector and the growth of its business with the private sector.

On June 1, 2009, Banco Galicia entered into a stock purchase agreement with AIG and with AIG Consumer Finance Group Inc. for the purchase of the shares of CFA, Cobranzas y Servicios S.A. and Procesadora Regional S.A. (collectively the “CFA Group”), Argentine companies that are involved in financial and related activities.

Pursuant to Resolution No. 124, dated June 7, 2010, the Argentine Central Bank authorized the purchase of the shares of the CFA Group by Banco Galicia and Tarjetas Regionales and on August 31, 2010, through Resolution No. 299, the National Commission for the Defense of Competition (Comisión Nacional de Defensa de la

 

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Competencia) approved the transaction. The purchase of the shares of the CFA Group was completed by Banco Galicia (95%) and Tarjetas Regionales (5%) on June 24, 2010. The price to acquire the shares of these companies was Ps.334 million. This purchase was financed with Banco Galicia’s available cash, within its ordinary course of business. During the fiscal year ended December 31, 2011, the 5% interest held by Tarjetas Regionales was acquired by Grupo Financiero Galicia and Banco Galicia, which acquired 3% and 2% of such interest, respectively. Following such acquisition, Banco Galicia held a 97% interest in CFA.

On February 25, 2014, Grupo Financiero Galicia, which controlled 99.62% of the shares of Banco Galicia, resolved to issue an offer to acquire the 2,123,962 shares of Banco Galicia owned by third parties. On April 24, 2014, said transaction was approved by the CNV and on July 14, 2014, it was incorporated by the Argentine Superintendency of Corporations. Currently, 100% of the outstanding capital stock of Banco Galicia is owned by Grupo Financiero Galicia. See “—Grupo Financiero Galicia” above.

In addition, Banco Galicia requested to delist its shares from the BYMA to become a privately held company. Banco Galicia’s quotation was suspended on April 30, 2014. On August 21, 2014, the CNV approved Banco Galicia’s request to delist its shares from the BASE.

On April 15, 2014, Banco Galicia sold its interest in Galicia Administradora de Fondos to Grupo Financiero Galicia for Ps.39 million.

During the third quarter of fiscal year 2014, Banco Galicia sold to VISA Argentina S.A., a company in which the Bank had a 15.9% equity interest, its equity investment in Banelco S.A., for Ps.40 million.

In September 2014, the Bank entered into a preliminary agreement to merge Galicia Cayman into the Bank, effective as of October 1, 2014. The Bank controlled 99.989% of the shares of Galicia Cayman and had an option to purchase the remaining 0.011%, which was owned by Cobranzas y Servicios S.A. In November 2014, the Bank’s shareholders’, through an extraordinary shareholders’ meeting, exercised the above mentioned option and approved the merger and incorporation of Galicia Cayman into the Bank, effective on October 1, 2014. This transaction resulted in the dissolution without liquidation of Galicia Cayman.

On January 12, 2017, Grupo Financiero Galicia and Banco Galicia accepted an offer made by Mr. Julio A. Fraomeni and Galeno Capital S.A.U. to purchase 100% of CFA, a subsidiary of Banco Galicia. On December 4, 2017, pursuant to Resolution No. 414, the Argentine Central Bank authorized such transaction, which was completed on February 2, 2018.

On December 27, 2017, Grupo Financiero Galicia, in its capacity as sole shareholder and holder of 100% of the capital of Banco Galicia, integrated a capital contribution of Ps.10,000 million through Lebacs. The Argentine Central Bank, through its Resolution No.35 dated January 11, 2018, approved the capital contribution and its consideration as computable capital.

In a survey conducted in 2017 by Great Place to Work®, which involved more than 76,000 employees from 121 different companies, Banco Galicia was ranked first among the best companies to work for with more than 1,000 employees.

Restructuring of the Foreign Debt of Banco Galicia’s Head Office in Argentina and its Cayman Branch

On May 18, 2004, Banco Galicia successfully completed the restructuring of US$1,321 million of the debt of Banco Galicia’s Head Office and its Cayman Branch, consisting of bank debt (including debt with multilateral credit agencies) and bonds. This amount represented 98% of the foreign debt eligible for restructuring. As of December 31, 2014, the principal amount of old debt, the holders of which did not participate in the exchange offer was U.S. $1 million.

Banco Galicia paid creditors who elected to participate in the cash offer and the Boden offer and issued (i) U.S. $649 million of long-term U.S. Dollar-denominated debt instruments, of which U.S. $465 million were Dollar-denominated notes due 2014 (referred to as the “2014 Notes”), (ii) U.S. $400 million of medium-term Dollar-

 

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denominated debt instruments, of which U.S. $353 million were Dollar-denominated notes due 2010 (referred to as the “2010 Notes”) and (iii) U.S. $230 million of subordinated Dollar-denominated debt instruments, of which U.S. $218.2 million were Dollar-denominated notes due 2019 (referred to as the “Subordinated Notes Due 2019” or the “2019 Notes”).

In January 2010, Banco Galicia paid the last amortization installment of its 2010 Notes, for a principal amount of U.S. $34 million and in November 2010, Banco Galicia redeemed all of its 2014 Notes, for an outstanding principal amount of U.S. $102 million.

During February 2011, Banco Galicia partially redeemed capitalized interest on its Subordinated Notes Due 2019 for U.S. $90 million (and accrued interest thereof for U.S. $1.4 million), which amount was capitalized between January 1, 2004 and December 31, 2010, and was originally scheduled to be paid on January 1, 2014.

In addition, in December 2011, with respect to such notes, Banco Galicia made an advance payment of interest, including both interests that capitalized from January 1, 2011 to June 30, 2011, of U.S. $6 million, and accrued interest thereof for U.S. $0.3 million. Such payment was originally scheduled to be made on January 1, 2014.

In January 2014, Banco Galicia paid cumulative interest accrued on these notes from July 1, 2011 to December 31, 2013 for U.S. $29 million.

Grupo Financiero Galicia previously held a credit against Banco Galicia for a face value of U.S. $10 million, as a result of the acquisition from third parties of subordinated loans maturing in 2019. During fiscal year 2016, Banco Galicia prepaid its Subordinated Notes due 2019 and the subordinated loans that were to mature in 2019.

Banco Galicia Uruguay S.A. and Galicia (Cayman) Ltd.

In 1983, Galicia Uruguay was established as a “Casa Bancaria”, a license that granted an offshore status, as an alternative service location for Banco Galicia’s customers. In September and October 1999, the Uruguayan government’s executive branch and the Uruguayan Central Bank, respectively, approved Galicia Uruguay’s status as a full service domestic bank.

Due to the effects of the 2001-2002 financial crisis on Galicia Uruguay, in early 2002, the Central Bank of Uruguay suspended its activities and assumed control and management of Galicia Uruguay. In December 2002, Galicia Uruguay restructured its deposits into debt maturing in 2011. On June 1, 2004, Galicia Uruguay’s license to operate as a domestic commercial bank was revoked by the Central Bank of Uruguay, but it retained the license from the Uruguayan government’s executive branch. Control and management of Galicia Uruguay by the Central Bank of Uruguay ended on February 22, 2007. On May 15, 2009, Galicia Uruguay made available to its clients in advance U.S. $27 million, corresponding to the remaining balance of its restructured debt, which was initially due in September 2011. Having fulfilled its obligations, Galicia Uruguay’s shareholders resolved at a shareholders’ meeting held on June 30, 2010, to voluntarily dissolve and liquidate the company.

Furthermore, taking into consideration the financial condition and the evolution estimated in the liquidation process, shareholders decided to reduce the company’s computable capital in an amount equal to U.S. $2.1 million through the voluntary redemption of shares, which was carried out on October 18, 2010. During 2013 and 2014, shareholders decided to carry out two new voluntary share redemptions. These redemptions were carried out for a value equal to U.S. $2 million and U.S. $3 million, on November 18, 2013 and September 10, 2014, respectively.

As of the date of this annual report, Galicia Uruguay was in the process of finalizing its dissolution process with the appropriate Uruguayan authorities.

 

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Regional Credit Card Companies

In the mid-1990s, Banco Galicia made the strategic decision to target the “non-account holding” individuals market, which, in Argentina, typically includes the low and medium-low income segments of the population who live in the Interior of the country, in addition to certain parts of Greater Buenos Aires. To implement this strategic decision, in 1995 Banco Galicia began investing in non-bank companies (the “Regional Credit Card Companies”) operating in certain regions of the Interior, providing financial services to individuals through the issuance of credit cards with proprietary brands and extending credit to its customers through such cards.

In 1995, Banco Galicia made the first investment in this business by acquiring a minority stake in Tarjeta Naranja S.A. (“Tarjeta Naranja”) and in 1997 increased its ownership to 80%. This company had begun operations in 1985 in the city of Córdoba, where it marketed “Tarjeta Naranja”, its proprietary brand credit card, and had enjoyed local growth.

In 1996, Banco Galicia formed Tarjetas Cuyanas S.A. (“Tarjetas Cuyanas”), to operate in the Cuyo Region (the provinces of Mendoza, San Juan and San Luis) in partnership with local businessmen. This company launched the “Nevada Card” in May 1996 in the city of Mendoza. Also in 1996, Banco Galicia formed a new company, Tarjetas del Mar, to operate in the city of Mar del Plata and its area of influence. Tarjetas del Mar began marketing the “Mira” card in March 1997.

In early 1997, Banco Galicia purchased an interest in Comfiar S.A., a consumer finance company operating in the provinces of Santa Fe and Entre Ríos, which was merged into Tarjeta Naranja in January 2004.

In 1999, Banco Galicia reorganized its participation in this business through Tarjetas Regionales, a holding company wholly owned by Banco Galicia and Galicia Cayman, which owns the shares of Tarjeta Naranja, Comfiar S.A., Tarjetas Cuyanas, and Tarjetas del Mar. In addition, between 1999 and 2000, Tarjetas Regionales acquired Tarjetas del Sur S.A., a credit card company operating in southern Argentina. In March 2001, Tarjetas del Sur S.A. merged into Tarjeta Naranja.

During 2012, the ownership interests in Tarjetas Regionales and its operating subsidiaries were modified due to the following events:

 

    Tarjeta Naranja’s board of directors approved the merger of Tarjeta Mira S.A. (merged company) into Tarjeta Naranja (merging company).

 

    Tarjetas Regionales carried out a capital increase that was mainly paid by the contribution of the minority shareholders’ holdings in its subsidiaries Tarjeta Naranja and Tarjetas Cuyanas. Therefore, Banco Galicia’s direct and indirect interest decreased to 77% of the capital stock and the remaining 23% is held by the shareholders who, by means of the above-mentioned contribution, became Tarjetas Regionales’ minority shareholders.

During May 2014, an extraordinary shareholders’ meeting of Tarjetas del Mar approved a capital increase of Ps.32 million, which was fully subscribed for by Sociedad Anónima Importadora y Exportadora de la Patagonia. As a consequence, the Bank currently holds a 58.8% equity interest in Tarjetas del Mar, while CFA holds a 1.2% equity interest and Sociedad Anónima Importadora y Exportadora de la Patagonia holds the remaining 40%.

On March 31, 2017, Banco Galicia’s Board of Directors approved the sale of its stake (58.8% of the issued and oustanding shares) in its subsidiary Tarjetas del Mar to Sociedad Anónima Importadora y Exportadora de la Patagonia (which already owned 40% of the total shares of Tarjetas del Mar). CFA also sold its stake (1.2% of the issued and outstanding shares) in Tarjetas del Mar to Federico Braun.The consideration received for such sale was approximately U.S. $5 million.

As of December 31, 2016, Banco Galicia held a 77% ownership interest in Tarjetas Regionales. Tarjetas Regionales directly and indirectly held 100% of Tarjeta Naranja and 100% of Tarjetas Cuyanas.

 

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These companies have experienced a significant expansion of their customer bases, in absolute terms and with respect to the range of customers served, number of cards issued, distribution networks and size of operations, as well as a technological upgrade and general modernization. By mid 1995, Tarjeta Naranja had approximately 200,000 cards outstanding. As of December 31, 2017, the Regional Credit Card Companies, on a consolidated basis, had approximately 10 million issued cards and were the largest proprietary brand credit card operation in Argentina.

In terms of funding, the Regional Credit Card Companies have historically used one or more of the following third party sources of financing: merchants, bond issuances, bank loans and other credit lines, financial leases and securitizations using financial trust vehicles. This diversification has allowed the Regional Credit Card Companies to maintain and expand their business without depending excessively on one single source or provider.

The business operations of the Regional Credit Card Companies are exposed to foreign exchange rate fluctuations and interest rate fluctuations; however, they mitigate the foreign exchange rate risk in respect of their business and operation through hedging transactions and try to offset their interest rate exposure with assets that bear interest at similar floating rates. In addition, the Regional Credit Card Companies have an overall liquidity policy requiring them to maintain sufficient liquidity to cover at least three months of future operations and to formulate a cash flow projection for each upcoming year. These internal policies and practices ensure adequate working capital through which the Regional Credit Card Companies protect their operations against short-term cash shortages, allowing them to focus on expanding their business and continuously better serving their clients.

On August 10, 2017, the Board of Directors of each of Tarjeta Naranja and Tarjetas Cuyanas approved the merger of such subsidiaries, by which Tarjetas Cuyanas would merge into Tarjeta Naranja. On September 5, 2017, Tarjetas Naranja and Tarjetas Cuyanas executed a supplemental merger agreement pursuant to which Tarjeta Naranja acquired the assets and liabilities of Tarjetas Cuyanas effective as of October 1, 2017. Such merger was approved by the shareholders of each subsidiary at Extraordinary General Shareholders’ Meetings in October 2017.

Additionally, in October 2017, Grupo Financiero Galicia publicly announced its plan to undertake a corporate reorganization between Grupo Financiero Galicia and Banco Galicia as discussed above in “History and Development of the Company”.

Compañía Financiera Argentina

CFA is a financial company which operates under the Financial Institutions’ Law and other regulations set forth by the Argentine Central Bank.

CFA is a leading financial company in Argentina in the personal loans business, providing consumer personal loans through different products. Within this framework, CFA grants unsecured personal loans within the Argentine territory, mainly through its “Efectivo Sí” offices, intermediary entities (mutuals, unions, cooperatives, etc.) and the financing of purchases through its affiliated merchants. It also issues credit cards on a limited scale.

CFA had different names before adopting its current name. It was originally formed under the name “Río de la Plata Sociedad Anónima Comercial y de Financiaciones” on August 16, 1960, and in 1977 the name was changed to “Burofinanz S.A. Compañía Financiera” (authorized by Resolution No. 424 of the Argentine Central Bank, dated December 29, 1977).

In 1992, CFA carried out its commercial activities under the name “Interbonos Compañía Financiera S.A.” (authorized by Resolution No. 284 of the Argentine Central Bank, dated June 17, 1992), as agent of the Mercado Abierto (fixed income brokerage), and later shifted its activities to personal financing, providing small loans through retail merchants for the acquisition of different consumer goods. In 1994, it created “Efectivo Sí”, which is a product aimed at satisfying the financial needs of the segment of the population characterized by limited interaction with traditional banks.

In 1995, Banco de Crédito Argentino acquired an interest in the company’s capital stock and later Banco de Crédito Argentino was acquired by BBVA Banco Francés S.A., which became the major shareholder of CFA. Subsequently, the “División Convenios” (Agreements Division) was created, which allowed CFA to enter the market of agreements with mutuals, unions, cooperatives and other intermediary organizations, and grant loans to its associates.

 

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The Argentine Central Bank, through its Resolution No. 85 dated February 7, 1996, registered CFA’s legal name change to “Compañía Financiera Argentina S.A.” and authorized it to operate as a financial company under the Financial Institutions’ Law, thus allowing CFA to initiate its activities on February 27, 1996.

In 1998, most of CFA’s capital stock was acquired by AIG Consumer Finance Group Inc., a company controlled by American International Group Inc. (AIG). Six years later, in 2004, the “Cuota Sí” product, aimed at financing purchases through affiliated merchants, was designed.

In June 2010, Compañía Financiera Argentina was acquired by Banco Galicia and Tarjetas Regionales, with an interest in CFA’s capital stock of 95% and 5%, respectively.

During fiscal year 2011, the 5% interest held by Tarjetas Regionales was acquired by Grupo Financiero Galicia and Banco Galicia, which acquired 3% and 2% of such interest, respectively. Following such acquisition, Banco Galicia held a 97% interest in CFA.

On January 12, 2017, Grupo Financiero Galicia and Banco Galicia accepted an offer made by Mr. Julio A. Fraomeni and Galeno Capital S.A.U. to purchase 100% of CFA, a subsidiary of Banco Galicia. On December 4, 2017, pursuant to Resolution No. 414, the Argentine Central Bank authorized such transaction, which was completed on February 2, 2018.

Sudamericana Holding

In 1996, Banco Galicia entered the bank insurance business, through the establishment of a joint venture with Hartford Life International to sell life insurance and annuities, in which it had a 12.5% interest. In December 2000, Banco Galicia sold its interest in this company and purchased 12.5% of Sudamericana, a subsidiary of Hartford Life International. As a result of various acquisitions, Grupo Financiero Galicia owns 87.5% of Sudamericana (with the remaining 12.5% being held by Banco Galicia) which offers life, retirement, property and casualty insurance products in Argentina through its subsidiaries Galicia Seguros S.A. (“Galicia Seguros”), which provides property, casualty and life insurance, Galicia Retiro Compañía de Seguros S.A., which provides retirement insurance and Galicia Broker Asesores de Seguros S.A., an insurance broker

In addition, during fiscal year 2012 Galicia Seguros, together with three other insurance companies, created Nova Re Compañía Argentina de Reaseguros S.A., the goal of which is to increase the scope of offerings of reinsurance products in Argentina. In September 2017, Galicia Seguros sold its ownership interest in such entity.

Galicia Administradora de Fondos

Incorporated in 1958, Galicia Administradora de Fondos manages the FIMA family mutual funds that are distributed by Banco Galicia through its multiple channels (network of branches and home banking and investment centers, among others). The company’s team is comprised of asset management professionals whose goal is to manage the FIMA family funds in order to meet the demand of individuals, companies and institutions. The assets of each fund are distributed across a variety of assets, such as bonds, negotiable obligations, trusts, shares and deposits, among others, in line with the fund’s investment objective.

On April 15, 2014, Banco Galicia sold its 95% interest in Galicia Administradora de Fondos to Grupo Financiero Galicia.

Its shareholders are Grupo Financiero Galicia, with a 95% stake, and Galicia Valores, with the remaining 5%.

 

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Net Investment (Liquidated)

Net Investment was established in February 2000 as a holding company (87.5% owned by Grupo Financiero Galicia and 12.5% owned by Banco Galicia).

On May 16, 2017, the General Ordinary Shareholders’ Meeting of Net Investment unanimously approved the early dissolution and subsequent liquidation of the company. At such meeting, the shareholders appointed a liquidating committee that took all required actions leading to such entity’s actual liquidation, with the financial statements as of December 31, 2017 corresponding to its final liquidation. The final distribution of capital was made on January 9, 2018.

Galicia Warrants

Galicia Warrants was founded in April 1993, when it obtained the authorization from the relevant authorities to store goods and issue certificates of deposits of goods and warrants under the provisions of Law No. 9,643.

Galicia Warrants is a leading company in the deposit certificates and warrants issuance market and its main customers belong to the agricultural, industrial and agro-industrial sectors and it also serves exporters and retailers. Its main objective is to enable its customers to access credit and financing, which are secured by the property kept under its custody. Its shareholders are Grupo Financiero Galicia, with an 87.5% stake, and Banco Galicia, with the remaining 12.5%.

Business

Banking

Banco Galicia, our largest subsidiary, operates in Argentina and substantially all of its customers, operations and assets are located in Argentina. Banco Galicia is a bank that provides, directly or through its subsidiaries, a wide variety of financial products and services to large corporations, SMEs, and individuals.

Banco Galicia is one of Argentina’s largest full-service banks and is a leading provider of financial services in Argentina. According to information published by the Argentine Central Bank, as of October 31, 2017, Banco Galicia ranked second in terms of assets, deposits and loan portfolio within private-sector banks in Argentina. As of the same date, Banco Galicia also ranked second among private-sector domestic banks in terms of assets, loans and deposits. Its market share of private sector deposits and of loans to the private sector was 10.29% and 10.11% respectively, as of the end of 2017. On a consolidated basis, as of the end of fiscal year 2017, Banco Galicia had total assets of Ps.336,384 million, total loans of Ps.197,330 million, total deposits of Ps.203,504 million, and its shareholders’ equity amounted to Ps.35,821 million.

Banco Galicia provides a full range of financial services through one of the most extensive and diversified distribution platforms amongst private-sector financial institutions in Argentina. This distribution platform, as of December 31, 2017, was comprised of 306 full service banking branches, located throughout the country, 1,982 ATMs and self-service terminals owned by Banco Galicia, phone banking and e-banking facilities. Banco Galicia’s customer base, on an unconsolidated basis, was comprised of 3.9 million customers, who were comprised of mostly individuals but who also included more than 104,000 companies. Banco Galicia has a strong competitive position in retail banking, both with respect to individuals and SMEs. Specifically, based on internal studies undertaken by Banco Galicia, it is estimated that Banco Galicia is one of the primary providers of financial services to individuals, one of the largest providers of credit cards, one of the primary private-sector institutions serving SMEs, and has traditionally maintained a leading position in the agriculture and livestock sectors. Banco Galicia’s primary clients are classified into three categories, Wholesale Banking, Retail Banking, and Financial Banking.

For a breakdown of Banco Galicia’s revenues by category of activity for the last three financial years, see Item 5.A. “Operating Results-Results by Segments-Banking.”

 

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Wholesale Banking

Banco Galicia’s Wholesale Banking division is organized into the following three segments: (i) Corporate, Investment Banking and Capital Markets; (ii) Wholesale Banking Customer Base; and (iii) Agricultural Sector.

Corporate, Investment Banking and Capital Markets

In 2017, Banco Galicia consolidated its leading position in the Corporate segment, both with respect to domestic and international companies, through the implementation of a business model focused on providing loan and other credit product offerings and by providing detailed and tailored advice to its customers. In addition, as the demand for longer term credit increased, the volume of major market transactions increased, contributing to a 70% increase in the Bank’s lending portfolio, as the majority of domestic companies use Banco Galicia´s financing and credit services for their transactions.

In the Investment Banking and Capital Markets segment, the Bank structured a variety of tailor-made financing products for corporate, SMEs, and agricultural businesses. In this segment, the Bank completed more than 91 transactions, 21 syndicated and structured loans, and 70 capital markets offerings, including notes, short-term securities, bills and financial trusts.

The most important categories of Peso-denominated transactions in 2017 in which Banco Galicia was involved were issuances of securities by (i) automotive companies (such as Fiat, Toyota and Mercedes Benz) in an aggregate principal amount of over Ps.1,600 million, (ii) companies affiliated with Grupo Financiero Galicia (such as Tarjeta Naranja, Tarjetas Cuyanas and CFA) in an aggregate principal amount of over Ps.3,200 million and by Banco Galicia in its capacity as an issuer in an aggregate principal amount of Ps.4,300 million, (iii) the City of Buenos Aires and the provinces of Buenos Aires, Neuquén and Río Negro in an aggregate principal amount of over Ps.39,400 million, and (iv) the financial sector in an aggregate principal amount of over Ps.19,100 million.

With respect to U.S. Dollar-denominated transactions, the most important transaction in which Banco Galicia was involved in 2017 was the repurchase by the City of Buenos Aires of notes it had previously issued and the subsequent offering by the City of Buenos Aires of new notes in a principal aggregate amount of over U.S. $400 million.

In addition, in 2017 the Bank acted as a local placement agent in foreign debt offerings by Banco Galicia and Tarjeta Naranja.

The Bank also participated in syndicated transactions in 2017 in an aggregate amount of over Ps.2,800 million and U.S. $290 million.

Wholesale Banking Customer Base

The Bank’s corporate customer base is comprised of companies from all over Argentina, with annual revenues ranging from Ps.200 million to Ps.1,500 million. The Bank works with all business sectors, except primary agricultural production. The Bank provide companies with dedicated and customized service tailored-made to their individual needs. Corporate banking services are provided by business executives and specialists in foreign trade and treasury services located in the Bank’s 20 corporate banking centers located throughout Argentina. These centers allow the Bank to specialize in regional economies and leverage synergies with local branches to meet companies’ needs.

In 2017, the Bank offered the following services to its corporate banking clients:

 

    advice from experts on specific products tailored to each corporate banking client’s treasury requirements;

 

    on-demand information and online customer service;

 

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    individualized pricing based on a company’s size;

 

    competitive exchange rates;

 

    access to pricing and volume in the secondary market; and

 

    access to issuances in the primary market.

In addition, the Bank continued to enhance its online banking platform. The Bank shifted 70% of time deposits and 17% of check purchases to its electronic Office Banking platform, in addition to processing foreign trade operations, payments to suppliers and payroll.

With respect to customer recognition, the Bank organized more than 70 events throughout Argentina to interact with its customers and provide them with political, trade and economic updates, product training and human resources.

Agricultural Sector

The agricultural sector is Banco Galicia´s Wholesale Banking segment focused on providing products, services and attention to its various agricultural-sector clients. Banco Galicia provides such clients with a variety of services and product offerings, including credit and debit cards, loans, and financing advice from in-house financial experts.

The Bank expects that the agricultural sector will increase its corporate activity and revenues in 2018 as a result of favorable tax and business regulations passed in 2017 and it plans to attempt to maximize its offering of products and services to agricultural companies. In 2017, Tarjeta Galicia Rural maintained its leading position in this sector with a market share of approximately 53% of credit cards issued by private banks and a sales volume above Ps.9,600 million.

In 2017, more than 80 revolving credit agreements and other extensions of credit remained in force with leading companies in this sector. The Bank provided financing to several agricultural companies, including extending loans to farmers and providing other forms of financing for capital expenditures, such as financing for the acquisition of agricultural machinery, vehicles and other production goods, as well as financing for the purchase and maintenance of female breeding stock.

During the 2017 fiscal year, foreign currency-denominated financing for crop purchases further contributed to growth. The Bank continued to develop products to help regional businesses adapt to new market conditions. Improved economic conditions in Argentina led to an increase in the demand for long-term financing for investment projects, with an emphasis on renewable energy and energy efficiency, in addition to the option of settling leasing and collateral loan transactions in U.S. Dollars.

During the 2017 fiscal year, the fifteenth edition of the Excelencia Agropecuaria La Nación Award (La Nación’s Agricultural Excellence Award), was awarded to Banco Galicia, and the Revista Chacra a la Gestión Solidaria del Campo Award (Chacra Magazine’s Rural Solidarity Award) and the CAPA Award for agricultural journalism were also both awarded to Banco Galicia.

 

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Similar to prior years, the Bank supported the research and outreach activities of Universidad Austral, actively participating in receiving delegations and developing the “3° Encuesta Sobre las Necesidades del Productor Agropecuario Argentino” (Third Survey of Argentine Agricultural Sector Needs) in partnership with Purdue University. The Bank also continued supporting the activities of the Fundación Producir Conservando, the activities of the Agronomy School of the University of Buenos Aires, and the work of Asociación Argentina de Productores en Siembra Directa (Argentine Association of No Till Farming) with the goal of spreading certified agricultural practices in Argentina. The Bank also continued supporting activities promoted by Consorcios Regionales de Experimentación Agrícola (Agricultural Experimentation Regional Consortiums) and the Líderes (Leaders) training program. The Bank also continued to actively support and participate in the advisory council of Confederaciones Rurales Argentinas (Argentine Rural Confederations) and the Sociedad Rural Argentina, in addition to other regional and rural organizations throughout Argentina. The Bank also provided support to the Centro de Estudios e Investigación para la Dirigencia Agroindustrial (Study and Research Center for Agricultural Management), which provides training to agricultural leaders. The Bank maintained an active presence on the board of the Asociación Argentina del Girasol (Sunflower Argentine Association) and other associations for Argentina’s main agricultural products.

Building on synergies with Grupo Financiero Galicia-affiliated companies, the Bank achieved a new record of insurance underwriting for an agricultural area by insuring an agricultural area of 200,000 hectares against hail. The Bank also had representatives attend 190 events, solidifying Grupo Financiero Galicia’s image as a universal brand.

Products and Marketing

Foreign Trade

The foreign trade sector focuses on providing the Banco Galicia’s clients with financial support with respect to foreign trade transactions. Banco Galicia provides such clients with a variety of products and customer services including, but not limited to, financing, payment orders, collections and guarantees.

The foreign trade volume (imports + exports) amounted to U.S. $17,501 million in 2017, which accounts for 13% of the Argentine trade exchange. Out of 134,904 foreign trade transactions, 70% were conducted through the Bank’s Office Banking platform.

As a result of the deregulation of the Argentine exchange market, there was a shift in the macroeconomic business context in Argentina, with a new focus on electronic transactions and on different forms of financial products and transactions that are better suited to take advantage of such deregulated market. The Bank focused on meeting these demands while taking into account market requirements and customer needs. The Bank conducted workshops for customers with the goal of providing them information with respect to these economic developments, focusing on discussing foreign trade and lending transactions and providing such discussions through an economist.

In addition, the Bank continued providing training to the Bank’s Foreign Trade Officers in the form of monthly meetings and semi-annual training sessions, with the goal of introducing these new financial instruments. The Bank’s participation at the school of Managers, Corporate Officers, ÉMINENT and Private Banking Officers continued during the year.

In April 2017, the Bank deployed a new Foreign Trade Service Model, seeking to simplify internal processes in order to streamline operations and improve the customer experience.

Galicia Comex, the Bank’s Foreign Trade specialized site, was relaunched in 2017 to include additional and updated content and functionalities, providing a valuable resource to customers. The Bank also introduced the Consumer Banking portal to encourage self-service, which provides information to simplify foreign trade transactions.

 

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The Bank made progress on the Comex Project, which is expected to be complete in the first quarter of 2019. The goal of this project is to replace the systems currently used by Banco Galicia to better channel, process and manage foreign trade transactions. The Bank is also in the process of implementing a comprehensive project to manage import-related letters of credit.

Transactional Products, Investments and Insurance

In 2017, the Wholesale Banking Division focused on simplifying its client’s transactional activity seeking to reduce the number of requests by directing operations to the Bank’s electronic platform, and to streamline treasury management for all companies served by this Division.

The following transactions increased on the Bank’s electronic platform:

 

    Time deposits via Office Banking, with approximately 65% of such deposits currently being made electronically for a total amount of approximately Ps.30,000 million.

 

    Closing of Primary Biddings (Lebacs and Letes), removing in-person channels for the same and creating a unique customer experience.

 

    Scheduled transactions for the subscription and redemption of Fima Mutual Funds, promoting investment planning and improving the performance of customers’ investment portfolios.

 

    Opening of Brokerage Accounts via Office Banking.

With respect to checking accounts, the implementation of the Bank’s new clearing system optimized operations with checks in general, minimizing the associated claims.

With respect to payroll accounts, the Bank successfully implemented the first stage of its “Payroll – Massive Addition Project”, which significantly streamlined the process of setting up new payroll accounts and led to a 33% decrease in company claims associated with this process.

The Bank opened two new “Container Banks” at YPF, Luján de Cayo and Coca Cola, Córdoba. Container Banks are small branches located inside corporate offices or headquarters of Argentine companies. Furthermore, in order to streamline and facilitate customers’ treasury management and to enhance internal efficiency, the Bank focused on (i) migrating a portion of Cobranza Integrada Galicia (Galicia Integrated Collection) services to smart self-service terminals, increasing operations using these terminals from 5% to 18%; and (ii) implementing collection centers in Córdoba and General Pacheco (in northern Greater Buenos Aires) to improve cash collection.

Finally, considerable efforts were made to address discounts and price deviations in connection with collections, payments and checking accounts, attaining a 44% increase in income from services derived from these products vis-a-vis 2016, with approximately Ps.2,200 million in annual revenues in 2017.

e-platform

The Bank’s e-platform segment is focused on providing online services and products to its Wholesale Banking Division clients through three platforms – Office Banking, Interbanking and Swift. Office Banking is the Bank’s online platform for its wholesale banking clients. Interbanking and Swift are private platforms through which the Bank’s wholesale clients are able to undertake transactions with domestic and foreign counterparties. During 2017, the Bank completed improvements in Office Banking, focusing on usability, interface, and financing. The Bank also launched its Galicia Office Banking app, which provides users with the ability to authorize all online operations on their smartphone, including remote check deposit, in a secure online environment as the Bank is the first wholesale bank to implement facial recognition technology. The Bank worked on the migration of all products with digital signatures to Office Express, including Foreign Trade, and focused on the migration of customers to this platform, as well as on communication and promotion efforts. The Bank made available self-service tools to its customers, including foreign currency exchange, opening of brokerage accounts, upgrade of the FIMA model, and Stopdebit (an automatic credit stop system) of service payments.

 

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The Bank conformed to regulatory changes by implementing the operation of “DEBIN I” and “CBU Alias”. DEBIN I is the Argentine Central Bank’s mechanism which provides for immediate debit between financial institutions. CBU Alias is a new reference banking system that clients can select to identify their bank accounts, in lieu of the reference number automatically assigned by a client’s respective bank. The Bank also improved the usability and design of Galicia Rural and Galicia Comex products.

The Bank made progress on the following opportunities: Posición Consolidada (Consolidated Position), Préstamo Inmediato (Immediate Loan), Mis Pagos (My Payments), electronic payment vouchers, service electronic payment, Cobranza Integrada (Integrated Collection), and automatic addition of customers at the time of the account opening.

There was a 34% increase in transactions in 2017 as compared to 2016. With respect to electronic transactions, there was a 22% increase in the use of the Bank’s three platforms (Office Banking, Interbanking and Swift) in 2017 as compared to 2016.

With respect to Interbanking, in 2017 the Bank migrated a large portion of the Bank’s core system, which handles payments to the SAP “Payment Engine”, to an online platform, which will provide benefits in payment optimization and will allow us to communicate directly with companies’ SAP teams.

With respect to Swift, the Bank continued increasing the number of companies operating in a fully automated environment and are working to comply with CSP security standards.

Retail Banking

The Retail Banking Division manages Banco Galicia’s business with individuals from all income brackets and with businesses, retailers and professionals. Retail Banking provides a wide range of financial products and services related to transactions, loans, and investments. On the transactions side, Banco Galicia offers its customers checking and savings accounts, credit and debit cards, and payroll direct deposit, among other services. Banco Galicia’s customers have access to its services through its branch network as well as through its electronic distribution channels. The Bank’s Retail Banking Division offers various types of loans (i.e., personal loans and mortgages) and time deposits (in Pesos or foreign currencies). See “—Sales and Marketing.”

In 2017, Retail Banking continued to focus on implementing its commercial strategy, focusing on offering products tailored to the unique needs of each of the following segments: Business and SMEs, ÉMINENT, Private Banking and Mass Market. The following are the major challenges that the Bank believes this division will face in implementing this strategy for the period from 2017-2020:

 

    To build, along with all the Bank’s sectors, a customer-oriented culture.

 

    To lead the digital transformation in the financial market, keeping ahead of new competitors.

 

    To further elaborate the Bank’s multichannel product platforms in order to deliver the best customer experience.

 

    To reinforce strategies by segment in order to maintain the leadership position.

 

    To develop innovative products and services.

With a focus on the customer, Retail Banking has incorporated the Customer Contact Center with the goal of increasing customer satisfaction and loyalty.

The Retail Banking Division’s customer base grew 9% in 2017, reaching 2.8 million customers.

 

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Segments

Business and SMEs

The Business and SMEs segment is focused on providing financing and other financial products and services to businesses not serviced by the wholesale banking division, and small- to medium-sized companies. Banco Galicia provides such clients with a variety of services and product offerings, including financial products, payroll services, discount checks and foreign trade transaction support. In 2017, the Bank continued to develop and implement value-generating proposals for Galicia Business and SME customers, in addition to providing attentive, tailored-customer service. According to private surveys, in 2017 this segment had a leading position in Argentina in terms of overall customer satisfaction, increasing the gap between the Bank and its competitors.

The customer base of the Business and SMEs segment recorded an increase of 5,000 customers in 2017 and maintained its leadership position among Argentine financial institutions in the sector, with a market share of 34%. The most important business achievements were a 15% increase in payroll accounts, the placement of loans for over Ps.15,000 million in the SMEs segment, and the market leadership in terms of consumer purchases made using the Galicia Visa Business. During the last quarter of 2017, the Bank executed an action plan aimed at attracting new retailers and resulting in a doubling in the number of applications by retailers for brand credit cards. In 2017, the Bank introduced the ability for simplified stock companies (which can be incorporated online in less than 24 hours and have less stringent initial capital requirements) to apply for an account with the Bank online through a streamlined system.

In 2017, four “Buenos Negocios” (Good Business) meetings were held and the Bank continued to add content generated by experts in SMEs to the buenosnegocios.com portal to provide customers with information regarding good business practices.

The Bank also participated in twelve trade fairs, in order to have direct interaction with certain corporate clients and promote “Préstamo Eslabón”, a 12-month credit facility with an immediate 0% interest rate, which offers a long-term payment option at a 15% interest rate. Such facility is aimed at financing machinery, software, consulting services or booths at such trade fairs.

In 2017, the Bank held the first edition of the SMEs Awards of Banco Galicia and Clarín. The awards were split into four categories: Family, High Global Impact, Innovation, and High Social and/or Environmental Impact.

Galicia ÉMINENT

Galicia ÉMINENT is a segment of the Bank which is a service aimed at high-income customers.

As of December 31, 2017, Galicia ÉMINENT grew 28% as compared to December 31, 2016 as a result of an in increase new customers. Investments, such as time deposits, FIMA mutual fund investments and Lebacs, increased 110% year-over-year as the Bank continued to pursue its strategy to position itself as an investment bank. With respect to its customer service model, it has continued leading the Net Promoter Score (“NPS”) by 41%, with outstanding performance in the promotion attributes: Channels, Customer Service, Problems, Product and Reputation. NPS is a private online survey conducted by the Bank that gauges overall customer satisfaction and loyalty based on customers’ willingness to recommend a brand to others.

Galicia Conecta, the Bank’s exclusive service for Galicia ÉMINENT clients through which a Bank employee has direct contact with clients on WhatsApp, had over 17,000 customers as of December 31, 2017 and maintains a competitive advantage in Argentina by focusing on the customer experience and offering simple and dynamic processes. In addition to positioning the Galicia ÉMINENT brand as a premium and distinct service, the Bank opened “La Isla” (The Island) with the goal of providing clients with branches that provide additional amenities. The Bank also continued to market the brand through the “Quiero! Viajes (I Want! Travel)”, “Conecta”, and “Investments” campaigns to continue to attract customers from a variety of backgrounds and age groups through its diversified offerings and brand recognition.

 

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Mass Market

Mass Market is a segment of the Bank which primarily is focusing in upper middle-class customers, lower middle-class and entry level customers. In 2017, as the Bank continued to build a customer-oriented culture, the General Income segment prioritized the development of customers’ eligibility for additional credit lines and products.

With respect to self-service, the Bank undertook several initiatives in 2017, such initiatives primarily focusing on the migration to electronic statements for customers served by this segment, up from 67% to over 75%. Several campaigns were also held to move the exchange of Dollars to Pesos, deposits, transfers and withdrawals to the online banking platform. The growth of customers interannually was 8.8%, improving the customer portfolio structure as a result of indirect and online sales channels.

The Bank also worked to improve the sales of products and services from other segments to customer of its General Income segment. In addition, the Bank was able to increase the sales of its insurance products to the General Income segment, thereby contributing to an increase in its insurance market share and income from such services. The Bank developed the capacity to make upgrades through its Online Banking platform, thus allowing for the extension of personal loans online, which such activity increased from 17% to 40% in 2017. The credit and debit cards business grew during 2017, with a 37% increase in purchases, as compared to 2016, and over 248 million transactions.

The Bank continued to monitor its NPS results and take steps to continue to improve the same during 2017. As of December 31 2017, the Bank ranked first among financial institutions in Argentina based on the NPS results at such time, with an increase of 12 points as compared to the NPS results for the year ended December 31, 2016.

Galicia MOVE continued to focus on increasing the number of young customers served by this segment through digital marketing efforts. Early in the year, the Bank focused on customer activation and development, delivering more relevant communications through new communications channels like Instagram, where the account experienced a fivefold increase in the number of followers. During the second stage, the Bank started to devise the strategy to transform Galicia MOVE into a digital proposal, which was officially launched in the market in November, consolidating the concept of a “bank without branches, 100% online” as a differentiating brand attribute. The Bank currently has over 110,000 Galicia MOVE customers.

Private Banking

Private Banking offers distinctive and professional financial services to high-net worth individuals through the management of their investments and the provision of financial advisory services. Private Banking offers its customers a wide range of domestic financial investment alternatives, such as deposits, FIMA mutual funds, government and corporate securities, shares and trusts where the Bank acts as a dealer.

One of the Private Banking premises, in line with the Bank’s strategy to differentiate itself from competitors through service quality, is the preferential treatment of its customers. In order to maintain high service quality, the service has highly-trained officers, an investment center that operates from 8 a.m. to 6 p.m., a wide network of ÉMINENT officers, and exclusive customer service areas at the Bank’s branches and its headquarters, located Reconquista 228 in Buenos Aires.

Products

Certain of the key products offered by the Retail Banking Division to its client are the following:

Agreements and Payroll

Agreements and Payroll are comprised of product offerings to businesses to conduct their payroll transactions and account services for their employees.

 

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In 2017, the Bank increased the number of payroll customers by 2% and the credited salaries by 34% as compared to 2016. The Bank also generated an increase in the average salary earned by employers at the business representing these new accounts, with such increase being 16% above inflation. As in other sectors, the Bank focused on improving the customer service experience and improving efficiency.

The Bank strengthened partnerships with several businesses, including but not limited to, the Bar Association of the City of Buenos Aires, the Argentine Dental Association, and the Argentine Neurosurgery Association. Furthermore, the Bank continued supporting the educational community and providing benefits to families in more than 130 schools that use Banco Galicia for their transactions.

Claims declined 41% during 2017 as a result of efforts focused on customer contact, improved advice, and immediate response to customer questions or issues.

Investments

Investments is comprised of products tailored to clients seeking to maximize returns on their deposits and provides clients with the ability to invest in mutual funds, bonds and stocks.

In 2017, the Bank achieved significant growth in diversifying its retail customers’ investments, notably in the following products:

 

    Peso-Denominated Deposits: Increased 28% (Ps.17,629 million) as compared to 2016, maintaining the same mix of transactional deposits and time deposits in 2017 as compared to 2016. Transactional deposits and time deposits increased, Ps.9,475 million and Ps.8,155 million, respectively.

 

    Dollar-Denominated Deposits: Increased 34% (Ps.14,195 million) as compared to 2016 as a result of the ongoing proceeds from the Tax Amnesty Law enacted in 2016, with 84% of such deposits in savings accounts.

 

    Mutual Funds – FIMA: Increased 160% (Ps.23,300 million) as compared to 2016 as a result of the low initial fee (Ps.100/U.S. $100), which attracted new customers interested in making an investment.

 

    Bonds and Shares: Increased 83% (Ps.17,150 million) as compared to 2016. Bond investments increased 80% (Ps.14,132 million) as compared to 2016, while equity investments increased 96% (Ps.3,017 million) as compared to 2016. The increase in bond investments was accompanied by an increasing demand for Lebacs.

Retail Banking experienced 51% inter-annual growth in Investments or Ps.72,300 million. Such amount is composed with the following mix: Peso-Denominated Deposits 38%, Dollar-Denominated Deposits 26%, FIMA 18%, and Bonds and Shares 18%.

The Bank improved its self-service product offerings and platforms for customers to make their investments in a secure and fast manner, including:

 

    UVA-adjusted time deposits through Online Banking and via telephone.

 

    Allowing customers to bid for Letes (treasury bonds), via Online Banking, by direct debit from their Peso-denominated or Dollar-denominated accounts.

 

    Extending the hours to exchange Dollars on Mobile Banking until 9 pm.

 

    Extending the operating hours for subscriptions and redemptions until 4 pm for all FIMA funds.

 

    Business and SMEs segment customers could bid for Lebacs and Letes through Office Banking and the Bank is working to enable the online trading of bonds and shares.

 

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Personal Loans

The Bank’s personal loan portfolio is focused on providing personal loans to its existing clients. During 2017, Banco Galicia increased its personal loan portfolio 88%, as compared to 2016, to Ps.17,629 billion (as of December 2017), accounting for a 59 basis point (hereinafter, “b.p.”) increase in its market share in this sector. During 2017, the Bank provided personal loans to 9.08% of its existing clients. As part of its retail banking commercial strategy, the Bank began offering UVA-adjusted personal loans not tied to a specific use. The Bank also implemented a new sales strategy pursuant to which the Bank offered customers tailored loan products and increased hours of banking operation. The main point of execution for such personal loans was the Bank’s online banking platform, whereas historically most personal loans were obtained in its branches.

Insurance

The Bank’s insurance business is focused on offering a varierty of insurance products to businesses and individuals that provide coverage to protect business property, people and assets, as applicable. Banco Galicia continues consolidating its position as one of the leading banks in the marketing of insurance products through its wide variety of insurance policy offerings and its reputation for good customer service through its branches, telephone customer service and online platforms.

The Bank’s insurance business continued to grow in 2017, with more than 400,000 new insurance policies and an increase in income of more than Ps.105 million as compared to 2016. The Bank currently provides over 1.65 million of coverage with respect to property and personal insurance policies. In 2017, the Bank successfully launched sales of insurance policies through its Online Banking platform, which was primarily used by customers in the purchase of automobile insurance.

With respect to product development, Banco Galicia increased the number of policies outstanding for unemployment insurance (with 59,000 policies outstanding as of the end of 2017) and for theft insurance, with the growth in its theft insurance sector being driven by the issuance of over 80,000 policies in 2017 for mobile phone theft protection. Insurance products for individuals also grew significantly in 2017, in particular life insurance policies, with over 64,000 life insurance policies issued by the Bank outstanding as of the date hereof.

Credit Cards and Promotions

The Bank’s credit cards and promotions business is focused on developing effective promotions and marketing strategies to increase customers and customers’ use of the Bank’s credit card products. The Bank’s credit and debit card business continued to grow during 2017, with a 37% increase in purchases, as compared to 2016, and over 248 million transactions conducted during the year. For 2017, the Bank had a 12.3% market share in the use of credit card and debit card purchases in Argentina.

During the year, Banco Galicia issued over 406,000 basic credit cards and 269,000 additional credit cards, totaling approximately 4.1 million authorized credit cards. With 6,600 business agreements, the Bank provides benefits to its customers at 12,000 stores across various industries throughout the country.

Consumption amounting to Ps.8,500 million was financed through the “Ahora 12” (Now 12 Installments) program, including the “Ahora 3, 6, 12 and 18” (Now 3, 6, 12 and 18 Installments) plans.

Quiero! Fidelity Program (“I Want! Loyalty Program”)

Quiero!, is a program that rewards customers for using the Bank’s payment methods for purchasing products. This benefits/loyalty program continued to grow in 2017 and has received positive feedback from customers in terms of satisfaction and value. According to market research, Quiero! was considered one of the best benefits programs in Argentina in 2017, particularly among customers who have redeemed points in exchange for rewards.

 

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Out of the over 1.1 million customers subscribed to Quiero!, 44% redeemed points at least once in 2017. More than half such redemptions were in exchange for discounts in respect of the 1,500 brands available in the catalog, 350,000 redemptions were in exchange for experiences, 70,000 redemptions were in exchange for catalog products and 70,000 redemptions were exchanged on the Bank’s Quiero! Viajes (I Want! Travel).

A significant number of the Bank’s high-income customers (84% of such customers the redemption program) use their accumulated awards points to purchase high-priced items in the catalog. The Bank’s medium and low-income customers, however, also use their awards points to obtain discounts on products or travel and to purchase products and services for sale through the Bank’s loyalty program.

During 2017, the Bank expanded the benefit offerings in the Quiero! program, including:

 

    A new partnership between Iberia and Banco Galicia, which provides customers with the opportunity to redeem points for miles under Iberia’s frequent flyer program, as well as the ability to use points to upgrade to business class and purchase tickets to international destinations.

 

    An expanded number of post-purchase discounts, which provides customers with the opportunity to redeem points to obtain discounts on already purchased items, with an improved points-to-discount ratio.

 

    Improved offerings in the Bank’s voucher redemption program, targeted at its lower point-earning clients, which accounts for 23% of redemptions (including, but not limited to, movie and theater tickets, dinners vouchers or outdoor entertainment).

While the Quiero! program continues to grow, the Bank is working to improve efficiency in the point redemption program, have a lower impact on its income statement, and allocate its resources to customers based on their use of its products.

Digital

This area of the Bank focuses on its digital services for its Retail Banking Division clients. In 2017, Banco Galicia continued strengthening its digital strategy, which focused on improving the Bank’s digital capacity and product offerings. The use of the Bank’s mobile platform has increased since its launch in late 2016, with 7 million monthly interactions during 2017, as compared to 9 million interactions through its Online Banking platform. The Bank’s mobile platform ranked first in client use for certain of its product offerings, including currency trading and investments. In 2017, 53% of total personal loans were entered into through either the Bank’s mobile or Online Banking platform, an over 100% increase as compared to the 2016. The Bank consolidated digital operations and multidisciplinary teams, which allowed the Bank to implement its digital strategy noted above.

The Bank launched a new and fully redesigned online banking platform, emphasizing user-friendliness and interface. The Bank’s customers conduct most of their transactions through this platform, with more than 1.2 million customers logging onto the site annually to undertake a variety of transactions.

The Bank developed new functionalities for both mobile banking and online banking platforms in order to reduce the need for customers to physically visit its branches or call the Bank’s call centers. Some of the new functionalities include extended hours for certain transactions, such as transfers and Dollar exchange transactions. The Bank launched a “token” product within its mobile banking app to gradually and securely eliminate the need for physical debit cards. The Bank also implemented the ability for customers to make appointments at branches from the mobile banking app. The Bank’s mobile banking app currently has a four-star rating at the online app store, which leads the financial industry in Argentina in terms of digital product offerings.

The Bank is also working to streamline its messaging interface with customers, use data modeling to leverage its business, and employ its cognitive intelligence platform (known as Watson) to generate automated interactions with its customers, increasing contact efficiency and delivering a better customer experience.

 

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With respect to digital innovation, the Digital Innovation Lab continued working on (i) communicating trends both internally and externally; (ii) developing prototypes (such as checking account balances through devices like Amazon Alexa, among others); and (iii) working on an application programming interface (“API”) platform to support interactions with third parties in a simple manner to serve the Bank’s customers’ financial needs. This initiative was put in place by holding a new “hackathon”, at which the Bank opened its doors to encourage collective innovation. This was a 36-hour long event, at which 20 teams developed customer solutions within the Bank’s open API platform.

Furthermore, the Bank relaunched Galicia MOVE as part of its digital strategy in order to remain competitive as an innovative bank and compete with new digital competitors. A distinctive aspect of this initiative was the development of a new and fully digital customer activation channel, featuring biometric validation and digital files. Customers may open accounts by populating their basic data and taking a selfie and a photo of their IDs, thus eliminating the need for signatures and paperwork.

In 2017, the Bank finalized its digital transformation plan for the next three years, which involves implementing additional strategies to improve the customer experience, efficiency, and management efforts. The plan entails a six-pronged approach, which includes: Digital Marketing, Process Optimization, Advanced Analytics, IT Road Map, Dynamic Methodologies; and Culture, Organization and Talent.

Branch Network

Branches

The Bank has an extensive branch network in Argentina. In 2017, the Bank continued working to transform its physical network to a multi-format network in order to continue expanding and increasing its customer base. The Bank created new layouts to within its branches to improve customers’ experience and efficiency and developed new, simplified service models. By year end, 27 new business units were added to the Banco Galicia branch network, each featuring different formats.

The Bank implemented the Comprehensive Management System across its network of branches. The Bank’s main goals with this system were to develop business, increase its customer base, improve efficiency, and improve customers’ experiences. With a view towards such goals, the Bank provided additional training to area supervisors, network managers, and officers. The Bank also implemented a new employee incentive plan to encourage employees to develop business and increase its customer base.

Red Galicia 24 and Self-Service Terminals

Banco Galicia also has one of the most extensive self-service networks in Argentina. At the end of 2017, the Bank had 1,956 self-service stations (992 ATMs and 964 terminals), distributed throughout branches, banks and other locations, such as gas stations, hypermarkets and shopping malls.

The number of transactions at ATMs and self-service terminals increased 13%, as compared to 2016, and almost 135 million transactions were performed through ATMs and self-service terminals. The average amounts per withdrawal increased by 16% in 2017. The Bank also added 240 pieces of equipment to its ATMs and terminals with the ability to sort banknotes according to their fitness for use, selecting the best quality notes for ATMs. In December 2017, the Bank added the capacity for ATMs to dispense Ps.1,000 notes. At the end of 2017, Banco Galicia had the best ratio in “Cash Availability at ATMs”, as compared to the rest of the banks within the Banelco network.

Indirect Channels Division

In 2017, the Indirect Channels Division, whose mission is to develop internal and external channels to attract new customers, efficiently marketed Consumer Banking products and improve customers’ experience, adding more customers.

This division is composed of (i) the Retail Sales Unit, a sales force focused on cross-selling, attracting of customers with direct payroll deposit, attracting SMEs accounts; (ii) the Indirect Sales Channel, focused on attracting customers through agreements with third parties; and (iii) the Commercial Planning of Telephone Banking, focused on attracting customers and cross-selling through internal and external call centers.

 

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Public Relations

With respect to public relations and communications, the development of digital media had a significant impact in 2017.

Mass Media Campaigns

2017 marked the ninth anniversary of “Marcos” and “Claudia” as spokespersons in commercials, including those to promote the benefits of ¡Vamos los Jueves! (Let’s Go on Thursdays), personal and mortgage loans, and Quiero! Viajes, the goal of which is to improve brand awareness.

In 2017, the Bank also launched the “Quiero! Points” advertising campaign, the focus of which was to increase awareness and knowledge of the benefits for customers with respect to travel, products, or discounts available under the Bank’s loyalty rewards programs. This campaign yielded outstanding outcomes both in top of mind and brand awareness, leading YouTube’s “Brand Lift” five times during 2017, a monthly ranking of the ten most-viewed Argentine commercials on YouTube.

As discussed above, as part of its digital strategy, the Bank relaunched Galicia MOVE under the motto of “Muevete para todo menos para ir al banco” (Move for Everything but to Go to the Bank). With a young, fresh and dynamic message targeted at the digital native audience and early adopters, the Bank communicated the ease of which one can become a customer of the Bank (which can be done even with just a selfie) and to undertake transactions. Galicia MOVE is the Bank’s digital proposal; it is simple and embraces a service model based on mobile devices, eliminating the need for stopping by at a branch.

Digital Communication

Throughout 2017, the Banks continued to improve its digital marketing through a variety of comprehensive initiatives, prioritizing matching digital marketing efforts to the correct target audience based on interest and relevance with customized messages. In order to target customers with customized messages, the Bank generates content, such as banners and advertising on its website and online banking platforms, using real time decision information.

The Bank also emphasized digital communication to provide customers with information regarding self-service features, such as its mobile banking app and online banking platform, as well as third party banking channels such as the Todo Pago app. The Bank also employed digital communication to improve the customer onboarding experience (the first 120 days with the Bank) and to follow-up on use of its products. Furthermore, the Bank simplified its communications as to how to generate the passwords required to transact across channels: ATMs, self-service terminals, Fonobanco and digital channels.

With respect to the buenosnegocios.com site, the Bank generated content on financial literacy, economic issues, financial success cases, and training targeted at SMEs and entrepreneurship. The Bank also continued to promote its brand through social network platforms, including the promotion of Experiencia Galicia (Galicia Experience), internal job postings, young professionals programming, the opening of new branches and employee benefits.

Branches

With respect to remodeling existing branches and opening new branches, the Bank prioritized self-service offerings in order to streamline transactions and improve efficiency for customers visiting its branches. The Bank introduced “self-service islands” at new branches for customers to efficiently carry out transactions and improve the network’s NPS.

 

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In order to continue to improve the Bank’s brand image with a view towards customer experience, the Bank reviews its service models and how a customer would use a branch. This Bank’s public relations team works together with its engineering and customer service departments in order to make any adjustments.

Loyalty and Relationship Events for Retail and Wholesale Banking

The Bank launched the SMEs Awards in association with Clarín newspaper (which has significant recognition in the SMEs segment). The goal of the SMEs Awards are to recognize Argentine SMEs with outstanding performance in the following categories: Innovation, Family-Run SMEs, High Global Impact, Golden SME Award and Track Record. The awards were held in Galicia Square in order to introduce its recently opened corporate headquarters.

In 2017, the Bank held four “Good Businesses” meetings in Rosario, Salta, Buenos Aires and Neuquén, at which over 2,700 individuals (both customers and prospective customers) convened to learn about marketing tools, management, networking and innovation. These meetings received significant coverage from each city’s local media thereby contributing to increasing the profile and positioning of the Bank’s brand in the SMEs community.

The Bank sponsored the Expoagro exhibition in San Nicolás, reaffirming its commitment to the agriculture and livestock sector, and held the Excelencia Agropecuaria La Nación—Banco Galicia Award (La Nación-Banco Galicia’s Agricultural Excellence Award), an award and reception that convenes the main participants of the agriculture and livestock sector. The Bank and its Galicia Rural brand had a strong presence at the Exposición de Ganadería, Agricultura e Industria Internacional (International Livestock, Agriculture and Industry Exhibition), strengthening its position as a bank supportive of the agriculture and livestock sector.

Financial Banking

The Financial Banking Division includes the Commercial, Financial Entities, Public Sector, Products, Information Management, and Support areas. Additionally, it is also responsible for the mutual funds business as it is the main distribution channel for mutual funds.

Commercial Division

The Commercial Division is responsible for consolidating the Bank’s position in the Institutional Customer segment (Insurance Companies and Mutual Funds), and acting as the investment channel for its corporate clients.

Certain of the Commercial Division’s responsibilities include reinforcing the cross-sale of financial products, developing new segments, and encouraging the use of transactional products to promote the development of new customers. As a result of such efforts in 2017, Banco Galicia led NPS indicators (Banco Galicia 46%, HSBC 17%, and ICBC -6%) and the eligibility indicators, in each case in Argentina.

Within the Commercial Division, Lebacs were the most important asset in 2017, as trading volumes in respect of the same grew significantly. Ps.339,038 million Lebacs and Ps.1,373,708 million Lebacs were traded in the primary and secondary market, respectively. Transactions within the Commercial Division increased by 73%, with 1,070 monthly transactions in January 2017 and 1,852 monthly transactions by December 2017, with a total of 17,800 transactions for 2017.

Financial Institutions

The Financial Institutions Division is responsible, at an international level, for managing the Bank’s business relationships with partner banks, international credit agencies, official credit banks and export credit insurance companies, and, at a domestic level, with banks, financial companies, exchange houses, and other entities that carry out related activities.

 

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Similar to prior years, bilateral meetings were held in 2017 with the most active international partner banks, through which the Bank obtained the different products and services offered to its customers. The credit lines obtained by the Bank from partner banks, the IFC, IDB Invest and the Andean Development Corporation helped the Bank to have the capacity to meet the increasing number of applications for letters of credit and standby letters of credit from customers, as well as its customers’ financing needs.

In light of recent economic deregulation in Argentina, Banco Galicia was able to strengthen its relationships and take advantage of business opportunities with multilateral agencies and official credit banks, such as the IFC, IDB Invest, the Andean Development Corporation, the FMO, Proparco, the National Economic and Social Development Bank, the DEG, the KFW and the OFID, among others, with the goal of broadening its offerings of mid- and long-term credit lines to finance investment projects in the agricultural, energy and renewables sectors.

Furthermore, in line with Argentina’s renewed access to the international markets, the Bank was the exclusive sponsor of “2017 IIF Argentina Financial Summit”, a business forum held in March 2017 in Buenos Aires organized by the Institute of International Finance, which brought together influential figures from international and local economic and financial sectors. The Bank also reestablished business relationships with leading European export credit insurance companies (such as Hermes, COFACE, SACE, and Cesce, among others), with the goal of offering medium- and long-term credit lines to its customers for the import of capital goods.

Domestically, the Bank continued to identify business opportunities with financial institutions, emphasizing repeat interactions and business, reciprocal relationships and long-term partnerships.

Public Sector

The Public Sector Division seeks to position Banco Galicia as the leading bank used by the public sector for obtaining transactional, investment and financing products. The Bank continued to build its business relationships with the public sector in 2017 through regional expansion and implementation of a new service protocol to increase its presence in this sector. As a result of political changes, there was a high level of turnover in the leaders of public sector agencies and governmental officers at the federal, provincial and municipal level. Many of the new officers came from the private sector, thus leading the Bank to adjust its strategy in this division. As a result of the foregoing, the Bank’s managed portfolio of public sector loans increased 70% as compared to 2016.

Product Division

The Product Division is primarily responsible for the management and administration of foreign currency positions, derivatives instruments and government and corporate securities for both proprietary trading or investments. The Bank also provides brokerage services to institutional and international corporate or individual customers. Furthermore, the Product Division is also responsible for developing and applying investment strategies based on the risk parameters determined by the Board of Directors. By providing comprehensive financial strategic advice, Banco Galicia was able to maintain a leadership position in the Argentine capital markets offerings based on debt origination and structuring for local issuers.

The Bank’s investor base grew significantly in 2017, in particular with respect to banks, brokers, investment funds, private banks, as a result of the favorable economic conditions. The increase in fixed income trading volumes contributed to Banco Galicia’s rise to second place MAE ranking for government securities held by third parties in 2017, with a significant number of such investors also interested in primary offerings going forward.

In the foreign exchange market, the total foreign exchange volume traded among banks in the MAE increased 76% from U.S. $120,925 million in 2016 to U.S. $212,294 million in 2017, while the volume traded by the Bank rose by 54%, from U.S. $16,925 million in 2016 to U.S. $26,023 million in 2017, thus occupying the second place in the ranking. In 2017, Banco Galicia also maintained its second position in the MAE’s ranking in the futures market with a total volume of U.S. $2,854 million in 2017, and ranked fourth in ROFEX’s ranking. The foreign trade volume transacted amounted to U.S. $17,501 million, a 15% increase as compared to 2016. In addition, Dollar trading performed well, increasing to U.S. $5,799 million in 2017 from U.S. $3,098 million in 2016.

 

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The total volume traded in fixed income through the MAE increased 97%, from U.S. $279,949 million in 2016 to U.S. $573,756 million in 2017. Banco Galicia ranked first in total fixed income trading for the sixth consecutive year, increasing 94% to U.S. $83,201 million in 2017, as compared to 2016, in total volume traded and a 15.5% market share. It should also be noted that Banco Galicia maintains the first place in the MAE’s Market Makers ranking with 23.1% of the market share.

With respect to primary issuances, the Bank had an 86% increase as compared to 2016 in placements with Ps.32,754 million placed in 2017, contributing to its first place in the MAE’s consolidated ranking of placement agents (notes, trusts and sub-sovereign securities in the aggregate), a 16.3% market share in Argentina.

Customer Experience

In order to improve customers’ experience and prioritize projects focused on customer experience and efficiency, the Organization Division merged into the Bank’s Customer Experience sector. With a view towards this goal, the Bank implemented projects to increase revenues and improve the customer experience and efficiency through fraud prevention tools, the addition of self-service features, the strengthening of control processes, the addition of foreign trade products, and the rollout of a new investment platform.

The Bank also implemented a new, simpler approach to corporate PMO management. In 2017, the Bank carried out three major projects aimed at improving customers’ experience:

 

    Complaint Resolution: In 2017, the Bank implemented new training and service protocols in communication channels, achieving a 35% decline in the claims-to-total number of customers’ ratio in 2017 as compared to 2016. During the fourth quarter of 2017, the Bank implemented a pilot “first contact resolution” project, which resulted in an increase from 0% to 3% in first contact resolution. The Bank’s goal is for complaints to be resolved upon initial contact with the Bank at least 50% of the time by the end of 2018.

 

    Delivery: The Bank defined and implemented a sustainable governance model to effectively manage its day-to-day credit card distribution processes. By the end of 2017, the Bank had opened 34,000 new payroll accounts per month. In addition, as a result of joint work with the service channels, 90% of the products ceased to be delivered at branches, but rather at customers’ preferred address, leading to a 20% increase in product deliveries to customers. The Bank made progress in the development and implementation of a new tool to deliver products which are returned to the Bank as a result of delivery failures, resulting in improvements in product visibility and in efforts to deliver the products to customers.

 

    Onboarding: The Bank designed, jointly with the customer and communication platforms, the customer purchase experience through the various communication channels based on the redesign of the purchase process, delivery, welcome to the Bank, and assistance with the product set-up and first use. Most importantly, Galicia’s certified sales to external vendors, service protocols, and channel roles played critical roles in the onboarding process.

Consumption

Through its regional credit-card companies (including Tarjeta Naranja S.A., which acquired Tarjetas Cuyanas assets and liabilities effective October 1, 2017) and CFA (which was sold in February 2018), Banco Galicia offers financing to low- and medium-income customer segments.

Regional Credit Card Companies (“Tarjetas Regionales”)

Tarjeta Naranja and Tarjeta Nevada continued consolidating their leading position in the regional credit cards market in 2017. According to official data and private market studies, the Bank is the primary issuer of credit cards domestically and is ranked as the leading credit card brand in rural areas of Argentina.

In December 2017, Tarjeta Naranja and Tarjeta Nevada collectively issued 3.4 million account statements, 1% more than in 2016. Authorized cards totaled 9.1 million, including Naranja Clásica, Naranja Visa, Naranja MasterCard, Naranja American Express, Nevada and Nevada Visa. In addition, purchase transactions at stores increased 5% as compared to 2016.

 

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Our managed credit portfolio reached Ps.51,288 by December 31, 2017, a 21% increase year-over-year. Accumulated turnover at stores amounted to Ps.131,340 million, a 29% increase year-over-year. As of December 31, 2017, Tarjetas Regionales’ net income was equal to Ps.2,745 million, a 92% increase as compared to 2016. During 2017, the Regional Credit Card companies had a 8.79% average return on assets with respect to fixed income investments and a 42.70% average return on shareholders’ equity as compared to 5.81% and 29.45% in 2016, respectively.

Net operating income for 2017 was equal to Ps.12,662 million, a 41% as compared to 2016, with a 51% increase in gross brokerage margin and a 34% increase in net income from services. In 2017, the provision for loan losses was equal to Ps.2,018 million, a 31% increase as compared to 2016. At December 31, 2017, following the merger between Tarjetas Cuyanas and Tarjetas Naranjas effective October 1, 2017, Tarjeta Naranja’s payroll employees totaled 3,829, a 12% decrease as compared to 2016.

Tarjeta Naranja, Tarjetas Regionales’ main subsidiary, will continue to rely on its strategic pillar of “Organizational Culture and Customer Experience” to grow its customer base and business. For a breakdown of the Regional Credit Card Companies’ revenues for the last three fiscal years, see Item 5.A. “Operating Results—Results by Segments—Regional Credit Cards”.

Compañía Financiera Argentina

CFA, a leader in consumer personal loans to low- and medium-income customer segment, is a non-banking financial institution regulated by the Argentine Central Bank. CFA competes with government-owned and privately-owned banks. As of December 31, 2017, CFA had approximately 480,000 customers. CFA had 1,117 employees in 94 branches throughout Argentina. CFA’s net income was equal to Ps.274 million as of December 31, 2017, a 20% decrease as compared to 2016. CFA’s shareholder’s equity was equal to Ps.1,240 million in 2017. The ratios of return on average equity and on average assets in 2017 were 22.53% and 3.86%, respectively.

Net operating income for 2017 was equal to Ps.2,426 million, a 43% increase as compared to 2016, with a 47% increase in gross brokerage margin and a 16% increase in net income from services. In 2017, the provision for loan losses was equal to Ps.602 million, a 74% increase as compared to 2016. As of December 31, 2017, the loan portfolio, net of allowances for loan losses, was equal to Ps.6,952 million, a 41% increase, as compared to 2016.

On January 12, 2017, Grupo Financiero Galicia and Banco Galicia, as controlling shareholders of CFA, accepted an offer from Mr. Julio Alfredo Fraomeni and Galeno Capital S.A.U. to purchase 100% of their shares in CFA. The Argentine Central Bank approved such sale on December 4, 2017 through Resolution No. 414. For additional detail regarding CFA’s revenues for the year ended December 31, 2017, please see Item 5.A. (“Operating Results—Results by Segments—CFA”).

Galicia Seguros

Galicia Seguros provides property and casualty and life insurance to customers. Its most significant business is group life insurance, including employee benefit plans and credit-related insurance. With respect to property and casualty insurance products, Galicia Seguros primarily underwrites home and ATM theft insurance. Galicia Retiro provides annuity products and Galicia Broker is an insurance broker. All such subsidiaries operate exclusively in Argentina and total insurance underwriting for these three subsidiaries was equal to Ps.3,254 million in 2017.

In 2017, the insurance subsidiaries continued to focus on increasing sales across these three brands. In 2017 annualized premiums increased to Ps.1,662 million, a 57% increase as compared to 2016.

 

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In 2017, Law No. 26,425, which created the Argentine Social Security Integrated System (Sistema Integrado Previsional Argentino), also ended pension-linked life annuities, the main product marketed by Galicia Retiro. As a result, Galicia Retiro’s business plan is now aimed at maintaining its current business and analyzing market conditions in order to assess whether to re-launch voluntary retirement products (for both individuals and groups). Through Galicia Seguros, the insurance subsidiaries intend to develop alternative sales channels by launching new products and using new points of contact and sales to increase the Bank’s insurance customer base. Additionally, it will continue maintaining the following goals:

 

    boosting the business with supplementary products to Banco Galicia’s core business, adjusted to each of segment;

 

    expanding the sale of insurance to companies;

 

    making management effective to support the business volume growth and updating the management system;

 

    consolidating its insurance position for individuals, taking advantage of synergies with Grupo Galicia and developing an over-the-counter market and additional channels;

 

    minimizing expenses; and

 

    fostering a positive work environment.

Other Businesses

Galicia Administradora de Fondos

This company manages the FIMA mutual funds which are distributed through Banco Galicia (as the custodial agent for collective investment products corresponding to mutual funds) using a broad distribution network (branches, electronic banking, telephone banking) to target different customer segments (institutions, companies and individuals). The mutual funds’ assets are invested in a variety of assets depending on the different investment purposes, including government and corporate securities and shares or time deposits.

The FIMA funds’ equity increased 82% in 2017, as compared to 2016, reaching Ps.67,973 million, which accounts for a 12.4% market share in Argentina. Such substantial increase was attributable to several customer segments, with noteworthy growth coming from the increase in the number of individuals’ investment accounts. In terms of volume, Fima Renta Dólares I and Fima Renta Dólares II were the preferred funds among these customers, with U.S. $881 million in assets under management as of December 31, 2017.

Through General Resolution No. 705, the CNV introduced changes to the Supervision and Control Rates and Authorization Fees system, shifting to a scheme based on a percentage of the assets under management, with fund managers being liable for an annual 0.02 % fee in such assets under management starting in the fourth quarter of 2017.

The enactment of the Productive Financing Law, and the subsequent implementation of regulations associated therewith, is expected to establish a new framework for Argentine capital markets. Following implementation of the same, we are planning to launch a new retirement savings fund for investors and funds that will invest in international markets. The company believes that in 2018 it will see an increase in the volume of business with mutual funds and the development of business related to that activity within the framework of the new law and its implementing regulations.

During 2017, Galicia Administradora de Fondos optimized the financial performance of its liquid assets with investments in a variety of assets, including FIMA mutual funds.

 

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Galicia Warrants

Galicia Warrants is a leading company in the Argentine deposit certificates and warrants issuance market. This company has been conducting transactions since 1994, supporting medium and large companies with respect to the custody of stocks. Its main purpose is to enable its customers access to credit and financing, which are secured by the property kept under custody. Galicia Warrants’ main customers belong to the agricultural, industrial and agro-industrial sectors, as well as exporters and retailers.

In 2017, the volume of transactions related to the issuance of deposit certificates and warrants was similar to the volume of such transactions in 2016, mainly as a result of market conditions. These services were primarily popular with regional businesses, including those related to the agricultural and agro-industrial sectors. Income from such services for 2017 was equal to Ps.91.9 million, while net income was equal to Ps.31.5 million.

Galicia Warrants will continue focusing on providing customers with good customer service and tailored products to enable sustained growth and aggressive development in the coming years. For a breakdown of the other businesses’ revenues for the last three financial years, see Item 5.A. “Operating Results—Results by Segments—Other Grupo Galicia Businesses”.

Competition

Due to our financial holding structure, competition is experienced at the level of our operating subsidiaries. We face strong competition in most of the areas in which our subsidiaries are active. For a breakdown of our total revenues, for each of the past three fiscal years, for the activities discussed below (i.e., banking, regional credit cards, CFA personal loans and insurance), see Item 5.A. “Operating Results-Results by Segments.”

Banking

Banco Galicia faces significant competition in all of its principal areas of operation from foreign banks operating in Argentina (mainly large retail banks which are subsidiaries or branches of banks with global operations), Argentine national and provincial government-owned banks, private-sector domestic banks and cooperative banks, as well as non-bank financial institutions.

Regarding private-sector customers, Banco Galicia’s main competitors are large foreign banks and certain domestically-owned private-sector banks. Banco Galicia also faces competition from government-owned banks.

Banco Galicia’s estimated market share of private-sector deposits in the Argentine financial system was 10.29% as of December 31, 2017, as compared to 9.96% as of December 31, 2016 and 9.40% as of December 31, 2015.

With respect to loans to the private sector, Banco Galicia’s Argentine market share was 10.11% as of December 31, 2017, as compared to 10.12% and 9.68% as of December 31, 2016 and December 31, 2015, respectively.

According to the information published by the Argentine Central Bank, as of December 31, 2017, Banco Galicia was the second largest private-sector bank as measured by its assets, deposits, loan portfolio and net worth.

Banco Galicia believes that it has a strong competitive position in retail banking, both with respect to individuals and SMEs. Specifically, Banco Galicia believes it is one of the primary providers of financial services to individuals, the primary private-sector institution serving SMEs, and has traditionally maintained a leading position in the agriculture and livestock sector.

Argentine Banking System

As of December 31, 2017, the Argentine financial system consisted of 77 financial institutions, of which 62 were banks and 15 were financial non-bank institutions (including finance companies, credit unions and savings and loans associations). Of the 62 banks, 13 were Argentine national and provincial government-owned or related banks. Of the 49 private-sector banks, 33 were private-sector domestically-owned banks and 16 were foreign-owned banks (i.e., local branches or subsidiaries of foreign banks).

 

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As of December 31, 2017, the top 10 banks, in terms of total deposits (excluding Argentine national and provincial government-owned banks), were: Banco Santander Río, Banco Galicia, BBVA Banco Francés, Banco Macro, Credicoop, HSBC Bank and Patagonia. Banco Galicia, Banco Macro and Credicoop are domestically-owned banks and the others are foreign-owned banks. According to information published by the Argentine Central Bank as of December 31, 2017, private-sector banks accounted for 56.2% of total deposits and 63.4% of total net loans in the Argentine financial system. As of the same date, financial institutions (other than banks) accounted for approximately 0.3% of deposits and 3.5% of net loans in the Argentine financial system.

As of December 31, 2017, the largest Argentine national and provincial government-owned or related banks, in terms of total deposits, were Banco Nación, Banco de la Provincia de Buenos Aires and Banco Ciudad de Buenos Aires. Under the provisions of the Financial Institutions’ Law, public-sector banks have comparable rights and obligations to private banks, except that public-sector banks are usually chosen as depositaries for public-sector revenues and promote regional development and certain public-sector banks have preferential tax treatment. The bylaws of some public-sector banks provide that the governments that own them (both national and provincial governments) must guarantee their commitments. According to information published by the Argentine Central Bank, as of December 31, 2017, government-owned banks and banks in which the national, provincial and municipal governments had an ownership interest accounted for 43.5% of deposits and 33.1% of loans in the Argentine financial system.

Consolidation has been a dominant theme in the Argentine banking sector since the 1990s, with the total number of financial institutions declining from 214 in 1991 to 77 as of December 31, 2017, with the ten largest banks holding 77.4% of the system’s deposits from the private sector and 72.5% of the system’s loans to the private sector as of December 31, 2017.

Foreign banks continue to have a significant presence in Argentina, despite the fact that the number of these financial institutions decreased from 39 at the end of 2001 to 16 as of December 2017, and the fact that their share of total deposits has decreased since the 2001-2002 financial crisis while the share of domestic private-sector banks has increased.

The Argentine banking sector focuses on transactional business, and lacks a robust supply of medium and long-term lending. Local financial system deposits and loans are equivalent to 23% and 16% of the Gross Domestic Product (GDP) respectively, well below those same ratios for other countries in the region.

To promote the growth of the financial system, the Argentine Central Bank (BCRA) aims to achieve low and stable inflation by reducing the money supply together with other measures. In addition to this goal, the BCRA is implementing an agenda that focuses on emphasizing full banking service use (through the offer of free savings accounts and money transfers), effective communication of the cost of all services by banks to customers and fostering innovation and increased competition among banks. To boost savings in domestic currency and long-term lending (mortgage loans in particular), the monetary authority has introduced instruments denominated in Housing Units (Unidades de Vivienda – UVAs), an instrument to adjust deposits and loans by inflation.

Regional Credit Cards

In the consumer loan market, the Regional Credit Card Companies compete with Argentine banks and other financial institutions that target similar economic segments. The main players in this segment include Banco Supervielle, Banco Columbia, Banco Comafi, Banco Credicoop, Banco Macro, Banco MasVentas, Banco Municipal de Rosario, Banco Nación (Nativa card), Banco de Córdoba (Cordobesa card), Cabal card, tarjeta shopping card and CFA (Efectivo Si). Historically, certain international banks with a presence in Argentina have attempted to target consumers in these economic segments and have been, to date and for the most part, unsuccessful.

 

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In order to compete effectively at a national and regional level, the Regional Credit Card Companies target low- to middle-income clients by offering personalized services in each region, focusing their commercial efforts mainly on such segments. While other Argentine credit card issuers and consumer loan providers focus on earning interest on outstanding personal loans and credit card balances, the Regional Credit Card Companies also focus on and have access to additional sources of revenues including merchant fees and commissions, which allow them to offer competitive pricing and financing terms. Furthermore, unlike other credit card issuers in Argentina, approximately 60% of the Regional Credit Card Companies’ clients pay their credit card bill through their branch network. The broad geographical reach of their distribution network, which is the second largest in Argentina, has allowed the Regional Credit Card Companies to establish a local presence in all the provinces of Argentina.

The Regional Credit Card Companies believe that their diversified and consistent funding sources, significant network of branches, robust information technology infrastructure, relationships with over 250,000 merchants and the brand recognition they enjoy provide them with a competitive edge to consolidate and expand their market share in their target market segment, making it difficult for new players to effectively compete in this market segment on a national scale.

Compañía Financiera Argentina

CFA markets all of its financial products mainly to medium- and low-income segments. CFA’s main competitors are: Banco Cetelem, Banco Columbia, Banco de Servicios y Transacciones, Cooperativa la Capital del Plata, Caja de Crédito Cuenca, Banco de Servicios Financieros, Banco Supervielle and Banco Sáenz (Frávega Group).

CFA also faces competition from certain entities which render non-regulated services, or small chains, located in less populated cities. Some big chains of retailers also offer their own financing, such as Garbarino, Frávega, Megatone and Riveiro, which are financed through the issuance of certificates in financial trusts.

Insurance

Sudamericana’s subsidiaries face significant competition since, as of December 2017, the Argentine insurance industry was comprised of approximately 186 insurance companies, 16 of which were dedicated exclusively to annuities. Subsidiaries of foreign insurance companies and the world’s largest insurance companies with global operations are among these companies.

During 2017, the insurance industry continued growing. Production amounted to Ps.272 billion, 29% higher than the level recorded for the prior year. Out of the total insurance production in 2017, 82% related to property insurance, 16% related to life and personal insurance, and 2% related to retirement insurance.

Within the 82% corresponding to property insurance, the automotive insurance segment continues to be the most significant segment, representing 43%, followed by the workers’ compensation segment, representing 35%. Within the life insurance segment, the group life insurance segment was the most significant, representing 65%, followed by individual life insurance, representing 15%, and personal accident insurance, representing 14%.

As of December 31, 2017, based on internal studies undertaken by Galicia Seguros, it is estimated that Galicia Seguros ranked third in terms of net premiums for personal accident insurance policies underwritten and first in terms of net premiums for home insurance policies underwritten and in terms of net premiums for theft insurance policies underwritten, in each case in Argentina.

Sales and Marketing

Banco Galicia markets all of its financial products and services to high-, medium- and medium- to low-income individuals, including loans, insurance and the FIMA family of mutual funds, among other products, through its branch network, which operates online in real time. Within the Bank’s branches, the sales force is specialized by type of customer and by customer segment. Banco Galicia’s sales policy encourages tellers to perform sales functions as well. Wealthy individuals who are private banking customers are served by specialized officers and a specialized network of service centers, including a head office facility.

 

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     December 2017  

Branches (number)

  

Bank Branches

     306  

Regional Credit Card Cos. Branches

     205  

CFA Branches

     63  

Business Centers and In-House Facilities

     31  

Eminent’s space with Private-Banking

     8  
  

 

 

 

Electronic Banking Terminals (number)

  

ATMs

     992  

Self-Service Terminals

     964  
  

 

 

 

Electronic Banking Transactions (thousands per month)

  

ATMs + Self-Service Terminals

     14,843  

Phone-Banking

     2,903  

e-banking

     22,250  

Commercial and investment banking services for large corporations and other entities are provided in a centralized manner. Branch officers are responsible for Banco Galicia’s relationship with middle-market and small businesses and most of its agriculture and livestock sector customers. Banco Galicia has also established specialized centers that concentrate on providing service to businesses, which are distributed across the country and located in main cities of the Interior and certain customer companies’ facilities.

All of Banco Galicia’s individual and corporate customers have access to Banco Galicia’s electronic distribution channels, including its ATM and self-service terminals network, a multifunction call center, an e-banking website (www.bancogalicia.com) and a mobile banking service platform (Galicia Móvil).

Banco Galicia also maintains a presence on many relevant social networks. Customers use social networks as a means to talk to Banco Galicia quickly, effectively and openly. Banco Galicia consistently focuses on adapting to the variety of situations that result from the use of social media, using these opportunities as a chance to improve its relationship with its customers. Through its work through the digital platform, Banco Galicia believes it has established an excellent reputation regarding its online services, providing not only traditional services, but also involving the use of social networks, cellular phones and transactional, informative and communicative services, with the purpose of promoting the Bank’s business and establishing effective channels of communication with its current and potential customers. Banco Galicia strives to be customer service-oriented and assigns great importance to its customer service model, constantly seeking to improve its customer service.

Banco Galicia has a segmented marketing approach and designs marketing campaigns focused on specific segments of Banco Galicia’s customer base. Banco Galicia’s marketing strategy is also focused on the development of long-term relationships with customers based on a deep and increasing knowledge of those customers. As part of this client-oriented strategy, Banco Galicia implemented a customer relationship management technology.

Banco Galicia believes that the quality of its products and services, as well as providing differentiating experiences to its clients, are the main elements capable of distinguishing it from competitors. In order to measure these indicators, Banco Galicia periodically performs surveys, with positive results in recent years, showing high customer satisfaction and recognition.

The Regional Credit Cards market their products and services through a network of branches and service centers, the size of which depends on the size of the locations in which they operate. The Regional Credit Cards’ culture is strongly client service-oriented and assigns great importance to quality of customer service. Sales officials receive intensive training in personalized sale of the companies’ products and quality of service, given that the bulk of sales is conducted on a one-on-one basis. Quality of service at the branches is permanently monitored by third parties and availability is enhanced through extended business hours. Each of the companies has a website through which they conduct sales, receive customers’ requests (such as requests for statements, loans or increases in the credit limits assigned and new cards, among others), and provide information on and promote products. These sites include a link that allows payments to be made. In addition, Tarjeta Naranja has a website aimed at selling products associated with its primary merchants. Similarly, Tarjeta Nevada also has a website. Each company has a call center, through which sales, post-sales and collection functions are performed.

 

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CFA markets its products through a network of 63 branches and 31 points of sale, located throughout Argentina. The company leads the personal loan business among financial institutions in Argentina and offers its products to customers who belong, in general, to the low-to-medium income segments, characterized by limited interaction with traditional banks. As such, CFA offers its product “Efectivo Si Consumer Loans” in approximately 400 active merchants, while the agreements are offered out of the branches through different channels. Such customers often seek a more simplified and quick processing regime for their loans and other banking products.

Sudamericana’s subsidiaries mainly use Banco Galicia’s, the Regional Credit Card Companies’ and CFA’s distribution networks to market their products. They also use Galicia Broker sales officers, and Sudamericana has its own telemarketing center.

Property

The following are our main property assets, as of December 31, 2017:

 

Property

  

Address

   Square
Meters
(approx.)
    

Main Uses

Grupo Financiero Galicia

     
- Rented    -Tte. Gral. Juan D. Perón 430, 25th floor, Buenos Aires, Argentina      89      Administrative activities

Banco de Galicia y Buenos Aires S.A.

     
- Owned    -Tte. Gral. Juan D. Perón 407, Buenos Aires, Argentina      18.815      Administrative activities
   -Tte. Gral. Juan D. Perón 430, Buenos Aires, Argentina      41.547      Administrative activities
   -Corrientes 6287, Buenos Aires, Argentina      34,000      Administrative activities
- Rented    -San Martín 178/200, Buenos Aires, Argentina      3.777      Administrative activities
   -Corrientes 411, 3rd and 4th floors, Buenos Aires, Argentina      3.586      Administrative activities

Tarjeta Naranja S.A.

     
- Owned    -Sucre 152, 154 and 541, Córdoba, Argentina      6,300      Administrative activities
   - La Tablada 451, Humberto Primo 450 y 454, Córdoba, Argentina      14,080      Administrative activities
   -Jujuy 542, Córdoba, Argentina      853      Administrative activities
   -Ruta Nacional 36, km. 8, Córdoba, Argentina      7,715      Storage
   -Río Grande, Tierra del Fuego, Argentina      309      Administrative activities
   -San Jerónimo 2348 and 2350, Santa Fe, Argentina      1,475      Administrative activities
- Rented    -Sucre 145/151, La Rioja 359, 364 and 375, Córdoba, Argentina      4,450      Administrative activities and printing center
   Av. Corrientes 3135, CABA, Argentina      1,271      Administrative activities
   -Belgrano 1415, Mendoza, Argentina(*)      1,160      Administrative activities
   -Belgrano 1462, Mendoza, Argentina(*)      1,152      Administrative activities and printing center

Compañía Financiera Argentina

     
- Rented    -Paseo Colón 746, 3rd floor, Buenos Aires, Argentina      7,628      Administrative Activities

Galicia Warrants S.A.

     
- Owned    -Tte. Gral. Juan D. Perón 456, 6th floor, Buenos Aires, Argentina      118      Administrative activities
   -Alsina 3396/3510, San Miguel de Tucumán, Tucumán, Argentina      12,800      Storage
- Rented    -Alto Verde, Chicligasta, Tucumán, Argentina      2,000      Storage
   - Ruta Nº 301- Acceso Famaillá, Tucumán, Argentina      3,150      Storage

Galicia Seguros S.A.

     
- Owned    -Maipú 241, Buenos Aires, Argentina      3,261      Administrative activities

*This were rented for Tarjetas Cuyanas before the merger with Tarjeta Naranja.

     

As of December 31, 2017, our distribution network consisted of:

 

    Banco Galicia: 306 branches, located throughout Argentina’s 23 provinces, 148 of which were owned and 158 of which were leased by Banco Galicia.

 

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    Tarjeta Naranja: 205 branches and 52 points of sale, located in 21 of the 23 Argentine provinces, 200 of which were leased by Tarjeta Naranja.

 

    CFA: 63 branches and 31 points of sale, with at least one branch located in each Argentine province, all of which were leased by CFA.

Capital Investments and Divestitures

During 2017, our capital expenditures amounted to Ps.3,107 million, distributed as follows:

 

    Ps.1,382 million in fixed assets (real estate, machinery and equipment, vehicles, furniture and fittings); and

 

    Ps.1,725 million in organizational and development expenses.

During 2016, our capital expenditures amounted to Ps.2,827 million, distributed as follows:

 

    Ps.1,502 million in fixed assets (real estate, machinery and equipment, vehicles, furniture and fittings); and

 

    Ps.1,325 million in organizational and development expenses.

During 2015, our capital expenditures amounted to Ps.1,987 million, distributed as follows:

 

    Ps.1,097 million in fixed assets (real estate, machinery and equipment, vehicles, furniture and fittings); and

 

    Ps.890 million in organizational and development expenses.

These capital expenditures were made mainly in Argentina.

In October 2013, Galicia Seguros approved the sale of its 4% ownership interest in Nova Re Compañía Argentina de Reaseguro S.A. to Reaseguradora Patria S.A., a Mexican reassurance company. This transaction was finalized in January 2016 and Galicia Seguros continued to own 35% of Nova Re following the consummation of the sale.

As a result of a number of acquisitions of shares in the market, since December 16, 2013, Grupo Financiero Galicia increased its ownership of outstanding shares in and voting rights for its subsidiary Banco Galicia to 95%, reaching a position of nearly total control according to Argentine regulations. On December 19, 2013, Grupo Financiero Galicia announced that it had finalized the merger of Lagarcué S.A. and Theseus S.A. into Grupo Financiero Galicia, further increasing its ownership interest in Banco Galicia by 4.5% (which was previously owned by Lagarcué S.A. and Theseus S.A). As a result of the foregoing transactions, as of the year ended December 31, 2013, Grupo Financiero Galicia controlled 99.6% of the capital stock of Banco Galicia.

On February 25, 2014, Grupo Financiero Galicia resolved to issue an offer to acquire the 2,123,962 shares of Banco Galicia owned by third parties at a price of Ps.23.22 per share. On April 24, 2014, said transaction was approved by the CNV and on July 14, 2014, it was incorporated by the Argentine Superintendency of Corporations. On August 4, 2014, the above approval in respect of such acquisition was made part of the public record, and, as a consequence of this acquisition, Grupo Financiero Galicia currently owns 100% of the shares of the Bank.

On April 15, 2014, Banco Galicia sold its interest in Galicia Administradora de Fondos to Grupo Financiero Galicia, for Ps.39 million.

During May 2014, the shareholders of Tarjetas del Mar approved a capital increase of Ps.32 million, which was fully subscribed for by Sociedad Anónima Importadora y Exportadora de la Patagonia. As a result, the Bank has a 58.8% equity interest in Tarjetas del Mar, while CFA holds a 1.2% equity interest and Sociedad Anónima Importadora y Exportadora de la Patagonia holds the remaining 40%.

 

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During the third quarter of fiscal year 2014, the Bank transferred to Visa Argentina S.A. its equity investment in Banelco S.A., for Ps.40 million.

On October 14, 2014, Tarjeta Naranja executed the final agreement to sell its equity interest in Tarjeta Naranja Perú, equivalent to 24% of the capital stock, to Grupo Crédito S.A. for U.S. $900,000. The shares were sold as of December 31, 2014.

Investment planning

We have budgeted capital expenditures for the fiscal year ending December 31, 2018, for the following purposes and amounts:

 

     (in millions of Pesos)  

Infrastructure of Corporate Buildings, Tower and Branches (construction, furniture, equipment, phones and other fixed assets)

     1,575  

Organizational and IT System Development

     2,858  
  

 

 

 

Total

     4,433  
  

 

 

 

These capital expenditures will be made mainly in Argentina. Management considers that internal funds will be sufficient to finance its fiscal year ended December 31, 2018 capital expenditures.

Selected Statistical Information

You should read this information in conjunction with the other information provided in this annual report, including our audited consolidated financial statements and Item 5. “Operating and Financial Review and Prospects”. We prepared this information from our financial records, which are maintained under accounting methods established by the Argentine Central Bank under Argentine Banking GAAP, and do not reflect adjustments necessary to reflect the information in accordance with U.S. GAAP.

The exchange rate used in translating Pesos into Dollars, which is used in calculating the convenience translations included in the following tables is the Reference Exchange Rate published by the Argentine Central Bank, which was Ps.18.7742, Ps.15.8502 and Ps.13.0050 per U.S. $1.00 as of December 31, 2017, December 31, 2016 and December 31, 2015, respectively. The exchange rate translations contained in this annual report should not be construed as representations that the stated Peso amounts actually represent or have been or could be converted into Dollars at the rates indicated or any other rate. See Item 3. “Key Information-Exchange Rate Information”.

Average Balance Sheet and Income from Interest-Earning Assets and Expenses from Interest-Bearing Liabilities

The average balances of interest-earning assets and interest-bearing liabilities, including the related interest that is receivable and payable, are calculated on a daily basis for Banco Galicia, Galicia Uruguay, Tarjetas Regionales and CFA on a consolidated basis. The average balances of interest-earning assets and interest bearing liabilities are calculated on a monthly basis for Grupo Financiero Galicia and its other non-banking subsidiaries.

Average balances have been separated between those denominated in Pesos and those denominated in Dollars. The average yield/rate is the amount of interest earned or paid during the period divided by the related average balance.

Net gains/losses on government securities and related differences in quoted market prices are included in interest earned. We manage our trading activities in government securities as an integral part of our business. We do not distinguish between interest income and market gains or losses on our government securities portfolio. The non-accrual loans balance is included in the average loan balance calculation.

 

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The following table shows our consolidated average balances, accrued interest and nominal interest rates for interest-earning assets and interest-bearing liabilities for the fiscal year ended December 31, 2017.

 

     Fiscal Year Ended December 31, 2017 (*)  
     Pesos      Foreign Currency      Total  
     Average
Balance
    Accrued
Interest
     Average
Yield/
Rate
     Average
Balance
    Accrued
Interest
     Average
Yield/
Rate
     Average
Balance
    Accrued
Interest
     Average
Yield/
Rate
 
     (in millions of Pesos, except rates)  

Assets

                       

Government Securities

     19,727       4,833        24.50        3,088       219        7.09        22,815       5,052        22.14  

Loans

                       

Private Sector

     129,923       35,173        27.07        29,221       916        3.13        159,144       36,089        22.68  

Public Sector

     7       2        28.57        —         —          —          7       2        28.57  

Total Loans (1)

     129,930       35,175        27.07        29,221       916        3.13        159,151       36,091        22.68  

Other

     4,643       1,246        26.84        312       13        4.17        4,955       1,259        25.41  

Total Interest-Earning Assets

     154,300       41,254        26.74        32,621       1,148        3.52        186,921       42,402        22.68  

Cash and Gold

     18,547             30,021             48,568       

Equity in Other Companies

     3,600             1,033             4,633       

Other Assets

     17,727             2,102             19,829       

Allowances

     (5,344           (312           (5,656     
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total Assets

     188,830             65,465             254,295       
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Liabilities and Equity

                       

Deposits

                       

Checking Accounts

     2,808       1        0.02        57       —          —          2,865       1        —    

Savings Accounts

     23,421       51        0.22        31,821       —          —          55,242       51        0.09  

Time Deposits

     51,850       11,061        21.33        7,135       57        0.80        58,985       11,118        18.85  

Total Interest-Bearing Deposits

     78,079       11,113        14.23        39,013       57        0.15        117,092       11,170        9.54  

Debt Securities

     13,381       3,323        24.83        5,731       504        8.79        19,112       3,827        20.02  

Other

     4,741       1,164        24.55        3,264       118        3.62        8,005       1,282        16.01  

Total Interest-Bearing Liabilities

     96,201       15,600        16.22        48,008       679        1.41        144,209       16,279        11.29  

Demand Deposits

     26,884             7,000             33,884       

Other Liabilities

     37,037             10,739             47,776       

Non-Controlling Interests

     1,479             —               1,479       

Shareholders’ Equity

     26,947             —               26,947       
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total Liabilities and Equity

     188,548             65,747             254,295       
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Spread and Net Yield

                       

Interest Rate Spread

          10.52             2.11             11.39  

Cost of Funds Supporting Interest-Earning Assets

          10.11             2.08             8.71  

Net Yield on Interest-Earning Assets

          16.63             1.44             13.98  

 

(*) Rates include the CER/UVA adjustment.
(1) Non-accruing loans have been included in average loans.

 

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The following table shows our consolidated average balances, accrued interest and nominal interest rates for interest-earning assets and interest-bearing liabilities for the fiscal year ended December 31, 2016.

 

     Fiscal Year Ended December 31, 2016 (*)  
     Pesos      Foreign Currency     Total  
     Average
Balance
    Accrued
Interest
     Average
Yield/
Rate
     Average
Balance
    Accrued
Interest
     Average
Yield/
Rate
    Average
Balance
    Accrued
Interest
     Average
Yield/
Rate
 
     (in millions of Pesos, except rates)  

Assets

                      

Government Securities

     16,110       4,646        28.84        5,410       160        2.96       21,520       4,806        22.33  

Loans

                      

Private Sector

     99,817       28,979        29.03        11,282       395        3.50       111,099       29,374        26.44  

Public Sector

     1       —          —          —         —          —         1       —          —    

Total Loans (1)

     99,818       28,979        29.03        11,282       395        3.50       111,100       29,374        26.44  

Other

     2,555       827        32.37        111       5        4.50       2,666       832        31.21  

Total Interest-Earning Assets

     118,483       34,452        29.08        16,803       560        3.33       135,286       35,012        25.88  

Cash and Gold

     15,854       —          —          18,139       —          —         33,993       —          —    

Equity in Other Companies

     3,212       —          —          396       —          —         3,608       —          —    

Other Assets

     14,217       —          —          1,397       —          —         15,614       —          —    

Allowances

     (3,971     —          —          (135     —          —         (4,106     —          —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Assets

     147,795       —          —          36,600       —          —         184,395       —          —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Liabilities and Equity

                      

Deposits

                      

Checking Accounts

     —         —          —          —         —          —         —         —          —    

Savings Accounts

     16,127       43        0.27        11,360       —          —         27,487       43        0.16  

Time Deposits

     47,953       13,057        27.23        6,032       76        1.26       53,985       13,133        24.33  

Total Interest-Bearing Deposits

     64,080       13,100        20.44        17,392       76        0.44       81,472       13,176        16.17  

Debt Securities

     6,125       1,875        30.61        9,425       1,023        10.85       15,550       2,898        18.64  

Other

     2,721       940        34.55        1,576       63        4.00       4,297       1,003        23.34  

Total Interest-Bearing Liabilities

     72,926       15,915        21.82        28,393       1,162        4.09       101,319       17,077        16.85  

Demand Deposits

     24,478       —          —          3,710       —          —         28,188       —          —    

Other Liabilities

     29,877       —          —          6,661       —          —         36,538       —          —    

Non-Controlling Interests

     1,172       —          —          —         —          —         1,172       —          —    

Shareholders’ Equity

     17,178       —          —          —         —          —         17,178       —          —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Liabilities and Equity

     145,631       —          —          38,764       —          —         184,395       —          —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Spread and Net Yield

                      

Interest Rate Spread

          7.26             (0.76          9.03  

Cost of Funds Supporting Interest-Earning Assets

          13.43             6.92            12.62  

Net Yield on Interest-Earning Assets

          15.65             (3.58          13.26  

 

(*) Rates include the CER/UVA adjustment.
(1) Non-accruing loans have been included in average loans.

 

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The following table shows our consolidated average balances, accrued interest and nominal interest rates for interest-earning assets and interest-bearing liabilities for the fiscal year ended December 31, 2015.

 

     Fiscal Year Ended December 31, 2015 (*)  
     Pesos      Foreign Currency     Total  
     Average
Balance
    Accrued
Interest
     Average
Yield/
Rate
     Average
Balance
    Accrued
Interest
     Average
Yield/
Rate
    Average
Balance
    Accrued
Interest
     Average
Yield/
Rate
 
     (in millions of Pesos, except rates)  

Assets

                      

Government Securities

     11,746       3,275        27.88        2,870       243        8.47       14,616       3,518        24.07  

Loans

                      

Private Sector

     74,081       20,173        27.23        3,710       155        4.18       77,791       20,328        26.13  

Public Sector

     16       4        25.00        —         —          —         16       4        25.00  

Total Loans (1)

     74,097       20,177        27.23        3,710       155        4.18       77,807       20,332        26.13  

Other

     2,264       588        25.97        118       5        4.24       2,382       593        24.90  

Total Interest-Earning Assets

     88,107       24,040        27.29        6,698       403        6.02       94,805       24,443        25.78  

Cash and Gold

     10,112       —          —          7,272       —          —         17,384       —          —    

Equity in Other Companies

     2,369       —          —          392       —          —         2,761       —          —    

Other Assets

     10,057       —          —          904       —          —         10,961       —          —    

Allowances

     (3,175     —          —          (52     —          —         (3,227     —          —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Assets

     107,470       —          —          15,214       —          —         122,684       —          —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Liabilities and Equity

                      

Deposits

                      

Checking Accounts

     —         —          —          —         —          —         —         —          —    

Savings Accounts

     11,932       28        0.23        2,496       —          —         14,428       28        0.19  

Time Deposits

     36,198       8,526        23.55        2,335       60        2.57       38,533       8,586        22.28  

Total Interest-Bearing Deposits

     48,130       8,554        17.77        4,831       60        1.24       52,961       8,614        16.26  

Debt Securities

     4,248       1,103        25.97        6,212       743        11.96       10,460       1,846        17.65  

Other

     1,489       496        33.31        1,161       43        3.70       2,650       539        20.34  

Total Interest-Bearing Liabilities

     53,867       10,153        18.85        12,204       846        6.93       66,071       10,999        16.65  

Demand Deposits

     19,850       —          —          1,062       —          —         20,912       —          —    

Other Liabilities

     20,778       —          —          1,858       —          —         22,636       —          —    

Non-Controlling Interests

     860       —          —          —         —          —         860       —          —    

Shareholders’ Equity

     12,205       —          —          —         —          —         12,205       —          —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Liabilities and Equity

     107,560       —          —          15,124       —          —         122,684       —          —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Spread and Net Yield

                      

Interest Rate Spread

          8.44             (0.91          9.13  

Cost of Funds Supporting Interest-Earning Assets

          11.52             12.63            11.60  

Net Yield on Interest-Earning Assets

          15.76             (6.61          14.18  

 

(*) Rates include the CER adjustment.
(1) Non-accruing loans have been included in average loans.

Changes in Net Interest Income-Volume and Rate Analysis

The following table allocates, by currency of the underlying asset or liability, changes in our consolidated interest income and interest expenses between changes in the average volume of interest-earning assets and interest-bearing liabilities and changes in their respective average yield/rate for (i) the fiscal year ended December 31, 2017 compared with the fiscal year ended December 31, 2016; and (ii) the fiscal year ended December 31, 2016, compared with the fiscal year ended December 31, 2015. Differences related to both rate and volume are allocated proportionally to the rate variance and the volume variance, respectively.

 

     Fiscal Year 2017/ Fiscal Year 2016,
Increase (Decrease) due to changes in
     Fiscal Year 2016/ Fiscal Year 2015,
Increase (Decrease) due to changes in
 
     Volume     Rate     Net Change      Volume     Rate     Net Change  
     (in millions of Pesos)  

Interest Earning Assets

             

Government Securities

             

Pesos

     567       (380     187        1,255       116       1,371  

Foreign Currency

     (26     86       60        (313     230       (83
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     541       (294     247        942       346       1,288  

Loans(1)

             

Private Sector

             

Pesos

     7.980       (1.787     6.193        7,397       1,409       8,806  

Foreign Currency

     558       (37     521        261       (21     240  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     8.538       (1.824     6.714        7,658       1,388       9,046  

Public Sector

             

Pesos

     1       1       2        (2     (2     (4

Foreign Currency

     —         —         —          —         —         —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

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Table of Contents
     Fiscal Year 2017/ Fiscal Year 2016,
Increase (Decrease) due to changes in
    Fiscal Year 2016/ Fiscal Year 2015,
Increase (Decrease) due to changes in
 
     Volume     Rate     Net Change     Volume     Rate     Net Change  
     (in millions of Pesos)  

Total

     1       1       2       (2     (2     (4

Other

            

Pesos

     530       (111     419       82       157       239  

Foreign Currency

     8       —         8       —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     538       (111     427       82       157       239  

Total Interest-Earning Assets

            

Pesos

     9.078       (2.277     6.801       8,732       1,680       10,412  

Foreign Currency

     540       49       589       (52     209       157  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     9.618       (2.228     7.390       8,680       1,889       10,569  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest Bearing Liabilities

            

Savings Account

            

Pesos

     14       (5     9       11       4       15  

Foreign Currency

     —         —         —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     14       (5     9       11       4       15  

Time Deposits

            

Pesos

     1.199       (3.194     (1.995     3,061       1,470       4,531  

Foreign Currency

     19       (38     (19     24       (8     16  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1.218       (3.232     (2.014     3,085       1,462       4,547  

Notes

            

Pesos

     1.723       (275     1.448       549       223       772  

Foreign Currency

     (350     (170     (520     341       (61     280  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1.373       (445     928       890       162       1,052  

Other liabilities

            

Pesos

     367       (143     224       423       21       444  

Foreign Currency

     61       (5     56       15       5       20  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     428       (148     280       438       26       464  

Total Interest Bearing Liabilities

            

Pesos

     3.303       (3.617     (314     4,044       1,718       5,762  

Foreign Currency

     (270     (213     (483     380       (64     316  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     3.033       (3.830     (797     4,424       1,654       6,078  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Non-accruing loans have been included in average loans.

The increase of Ps.7,390 million in interest income for the fiscal year ended December 31, 2017, as compared to the previous year, can be explained by the Ps.9,618 million increase in the volume of interest-earning assets, which increase was partially offset by a decrease of Ps.2,228 million in interest income due to a decrease in interest rates.

In particular, Ps.6,802 million of the increase was due to an increase in interest income from Peso-denominated assets. This increase was due to an increase in volume, mainly as a result of the increase in Peso-denominated loans to the private sector (representing 87.9% of the increase). The average volume of private sector Peso-denominated loans amounted to Ps.129,923 million for fiscal year 2017, as compared to Ps.99,817 million for the previous fiscal year. This increase was partially offset by a decrease of Ps.2,277 million in interest income from Peso-denominated assets, which resulted from a decrease in interest rates earned from Peso-denominated assets due to a 196 b.p. decrease in the average interest rate for loans to the private sector, from 29.03% in 2016 to 27.07% in 2017. The Ps.247 million increase in interest from government securities was due to an increase in volume equal to Ps.541 million, partially offset by a decrease in interest rates (accounting for Ps.294 million), mainly as a result of the lower average rate earned on provincial treasury bills and debt securities.

In terms of interest expenses, the Ps.798 million decrease for the fiscal year ended December 31, 2017, as compared to the fiscal year ended December 31, 2016, is primarily a result of a decrease in the interest rate payable on time deposits denominated in Pesos of Ps.3,617 million (which decreased from 27.23% in 2016 to 21.33% in 2017). This decrease was partially offset by an increase of Ps.3,303 million in the volume of time deposits (which increased from Ps.47,953 million in 2016 to Ps.51,850 million in 2017). In line with the increase in volume of time deposits, the amount of notes outstanding increased as compared to 2016 to Ps.1,373 million, primarily attributable to the issuance of notes by each of Tarjeta Naranja, Tarjetas Cuyanas and CFA. Such issuances were partially offset by the amortization of certain outstanding notes. The Bank recorded a Ps.445 million decrease in the interest payable outstanding notes.

 

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Interest-Earning Assets-Net Yield on Interest-Earning Assets

The following table analyzes, by currency of denomination, the levels of our average interest-earning assets and net interest earned, and illustrates the net yields and spreads obtained, for each of the periods indicated.

 

     Fiscal Year Ended December 31,  
     2017      2016      2015  
     (in millions of Pesos, except percentages)  

Total Average Interest-Earning Assets

        

Pesos

     154,300        118,483        88,107  

Foreign Currency

     32,621        16,803        6,698  

Total

     186,921        135,286        94,805  
  

 

 

    

 

 

    

 

 

 

Net Interest Earned (1)

        

Pesos

     25,654        18,537        13,887  

Foreign Currency

     469        (602      (443

Total

     26,123        17,935        13,444  
  

 

 

    

 

 

    

 

 

 

Net Yield on Interest-Earning Assets (2) (%)

        

Pesos

     16.63        15.65        15.76  

Foreign Currency

     1.44        (3.58      (6.61

Weighted-Average Yield

     13.98        13.26        14.18  
  

 

 

    

 

 

    

 

 

 

Interest Spread, Nominal Basis (3) (%)

        

Pesos

     10.52        7.26        8.44  

Foreign Currency

     2.11        (0.76      (0.91

Weighted-Average Yield

     11.39        9.03        9.13  
  

 

 

    

 

 

    

 

 

 

Credit Related Fees Included in Net Interest Earned

     

Pesos

     434        352        279  

Foreign Currency

     1        1        2  

Total

     435        353        281  
  

 

 

    

 

 

    

 

 

 

 

(1) Net interest earned corresponds to the gross brokerage margin (“Financial Income” minus “Financial Expenses”, as set forth in the Income Statement), plus (i) financial fees included in “Income from Services - In Relation to Lending Transactions” in the Income Statement,(ii) contributions to the Deposits Insurance Fund included in the item with the same denomination that is part of the “Financial Expenses” caption in the Income Statement, and (iii) contributions and taxes on financial income included in the Income Statement under “Financial Expenses - Others”; minus (i) net income from corporate securities, included under “Financial Income/Expenses - Interest Income and Gains/Losses from Holdings of Government and Corporate Securities”, in the Income Statement,(ii) differences in quotation of gold and foreign currency included in the item with the same denomination that is part of the Financial Expenses/Income caption in the Income Statement, and (iii) the premiums and adjustments on forward transactions in foreign currency, included in the item “Financial Income-Others” in the Income Statement. Net interest earned also includes income from government securities used as security margins in repurchase agreement transactions. This income/loss is included in “Miscellaneous Income/Loss - Others” in the Income Statement. Net income from government securities includes both interest and gains/losses due to the variation of market quotations.
(2) Net interest earned, divided by average interest-earning assets.
(3) Interest spread, nominal basis is the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing liabilities.

 

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Government and Corporate Securities

The following table shows our holdings of government and corporate securities at the balance sheet dates stated below, and the breakdown of the portfolio in accordance with the Argentine Central Bank classification system and by the currency of denomination of the relevant securities. Our holdings of government securities represent mainly holdings of Banco Galicia.

 

     Fiscal Year Ended December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

Government Securities

        

Pesos

        

Recorded at Cost plus Yield

     2,304        1,772        1,390  

Debt securities of provinces

     2,210        1,690        1,333  

Others

     94        82        57  

Recorded at Fair Value

     1,570        2,026        1,954  

Debt securities of provinces

     985        17        9  

Bonar Bonds

     196        112        944  

Bonac Bonds

     90        930        622  

Others

     299        967        379  

Issued by Argentine Central Bank

     28,991        8,550        6,924  

Lebac Unquoted

     363        6,974        758  

Lebac Quoted

     17,988        1,576        6,166  

Nobac Unquoted

     —          —          —    

Nobac Quoted

     —          —          —    

Lebac Repurchase Agreement Transactions

     10,640        —          —    

Nobac Repurchase Agreement Transactions

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Total Government Securities in Pesos

     32,865        12,348        10,268  

Foreign Currency

        

Recorded at Cost plus Yield

     1,640        150        —    

Government Bonds

     1,640        150        —    

Recorded at Fair Value

     4,255        1,203        422  

Government Bonds

     4,255        1,203        422  

Issued by Argentine Central Bank

     —          —          4,835  

Lebac Unquoted

     —          —          4,835  
  

 

 

    

 

 

    

 

 

 

Total Government Securities in Foreign Currency

     5,895        1,353        5,257  
  

 

 

    

 

 

    

 

 

 

Total Government Securities

     38,760        13,701        15,525  
  

 

 

    

 

 

    

 

 

 

Corporate Securities

        

Corporate Equity Securities (Quoted) in Pesos

     —          —          —    

Corporate Equity Securities (Quoted) in Foreign Currency

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Allowances

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Total Government and Corporate Securities

     38,760        13,701        15,525  
  

 

 

    

 

 

    

 

 

 

As of December 31, 2017, the growth in our public securities denominated in Pesos was mainly a result of an increase in the volume of Lebacs issued by the Argentine Central Bank and the corresponding purchase of the same. Our government securities issued by the Argentine Central Bank increased from Ps. 8,550 million as of December 31, 2016 to Ps.28,991 million as of December 31, 2017.

Our government securities denominated in Pesos as of December 31, 2017, recorded at cost plus yield, for Ps.2,304 million, corresponded to our holdings of debt securities and treasury bills, mainly issued by the provinces of Neuquén (for Ps.871 million), Buenos Aires (for Ps.610 million), Entre Ríos (for Ps.294 million), Buenos Aires City (for Ps.271 million) and Río Negro ( for Ps.164 million).

The amount of government securities denominated in Pesos, recorded at fair value as of December 31, 2017, for Ps.1,570 million, corresponded mainly to our holdings in debt securities issued by the provinces of Buenos Aires (Ps.515 million) and Buenos Aires City, (Ps.470 million); Argentine Bonds due 2022, for Ps.128 million; and Discount Bonds maturing in 2033 and 2034, for Ps.195 million.

At December 31, 2017, the holding of public securities denominated in Dollars was composed mainly of U.S. Treasury bills maturing in 2018 for Ps.3.808 million, recorded at fair value.

As of December 31, 2016, the amount of government securities denominated in Pesos, recorded at cost plus yield, for Ps.1,772 million, corresponded to our holdings of debt securities and treasury bills, mainly issued by the provinces of Buenos Aires (for Ps.791 million), Neuquén (for Ps.737 million) and Entre Ríos (for Ps.144 million).

The amount of government securities denominated in Pesos, recorded at fair value as of the same date, for Ps.2,026 million, corresponded mainly to our holdings in Argentine Bonds due 2017 and 2019, for Ps.62 million and Ps.39 million, respectively; National Treasury Bonds for Ps.930 million and Discount Bonds maturing in 2033 for Ps. 875 million.

 

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At December 31, 2016, the holding of public securities denominated in Dollars was composed mainly of Argentine Nation Bonds maturing in 2017 for Ps.845 million, recorded at fair value.

As of December 31, 2015, the increase in our holdings of Argentine government securities denominated in Pesos was mainly due to our holdings recorded at cost plus yield of debt securities issued by the provinces of Buenos Aires, Neuquén and Entre Rios, among others, for Ps.1,313 million and our holdings recorded at fair value of Bonac 2016 bonds for Ps.609 million.

Regarding our holdings of government securities denominated in dollars as of December 31, 2015, the increase was attributable to our holdings of Lebac unquoted for Ps.4,835 million.

All government securities, except for the Lebac and Nobac, which are issued by the Argentine Central Bank, were issued by the Argentine government.

Government Securities - Net Position

The following table shows our net position in government and corporate securities at the balance sheet date, and the breakdown of the portfolio in accordance with the Argentine Central Bank classification system and by the securities’ currency of denomination. The net position is defined as holdings plus forward purchases and spot purchases pending settlement, minus forward sales and spot sales pending settlement.

 

     As of December 31, 2017  
     Holdings      Forward
Purchases (1)
     Forward
Sales (2)
    Spot
purchases
to be settled
     Spot sales
to be settled
    Net
Position
 
     (in millions of Pesos)  

Government Securities

               

Holdings Recorded at Cost plus Yield

               

Pesos

     2,304        —          —         —          (4     2,300  

Foreign Currency

     1,640        —          —         3        (117     1,526  

Holdings Recorded at Fair Value

               

Pesos

     1,570        —          —         181        (164     1,587  

Foreign Currency

     4,255        —          —         584        (739     4,100  

Securities issued by the Argentine Central Bank

               

Pesos

     28,991        1,516        (11,339     301        (29     19,440  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total Government Securities

     38,760        1,516        (11,339     1,069        (1,053     28,953  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Corporate Equity Securities (Quoted)

     11        —          —         —          —         11  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total Government and Corporate Securities

     38,771        1,516        (11,339     1,069        (1,053     28,964  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

(1) Forward purchases include securities granted as collateral.
(2) Forward sales include government securities deposits.

As of December 31, 2017, the Company’s net position in government and corporate securities amounted to Ps.28,964 million.

The amount of government securities at cost plus yield issued in Pesos, for Ps.2,300 million, corresponded to debt securities and treasury bills, primarily issued by the provinces of Buenos Aires, Neuquén, Entre Ríos and the City of Buenos Aires. The amount of such position in foreign currency was equal to Ps.1,526 million, primarily comprised of of U.S. treasury bills maturing in 2018.

The net position of government securities measured at fair market value in Pesos, in the amount of Ps.1,587 million, mainly corresponds to Banco Galicia’s holdings of debt securities of the province of Buenos Aires due in 2022 and the City of Buenos Aires due in 2024, Argentine Government Bonds due in 2022 and National Treasury Bonds due in 2020. The amount of such position in foreign currency was equal to Ps.4,100 million, primarily comprised of U.S. treasury bills maturing in 2018.

 

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Securities issued by the Argentine Central Bank includes Peso-denominated Lebacs in an amount equal to Ps.19,440 million.

Remaining Maturity and Weighted-Average Yield

The following table analyzes the remaining maturity and weighted-average yield of our holdings of government and corporate securities as of December 31, 2017. Our government securities portfolio yields do not contain any tax equivalency adjustments.

 

Maturity Yield

 
     Total
Book
Value
     Maturing
within 1 year
    Maturing after 1
year but within

5 years
    Maturing after 5
years but within
10 years
    Maturing
after 10 years
 
        Book
Value
     Yield (1)     Book
Value
     Yield (1)     Book
Value
     Yield (1)     Book
Value
     Yield (1)  
     (in millions of Pesos, except percentages)  

Government Securities

                 

Recorded at Fair Value

                 

Pesos

     1,570        171        22.0     819        23.9     510        23.5     70        9.6

Foreign Currency

     4,255        3,925        2.6     168        6.4     129        6.5     33        6.8

Recorded at Cost plus Yield

                 

Pesos

     2,304        1,099        24.7     934        27.9     271        27.00     —          —    

Foreign Currency

     1,640        1,594        2.2     23        7.10     23        7.10     —          —    

Instruments Issued by the Argentine Central Bank

                 

Pesos

     28,991        28,991        24.8     —          —         —          —         —          —    

Foreign Currency

     —          —          —         —          —         —          —         —          —    

Securities Without Quotation

                 

Pesos

     —          —          —         —          —         —          —         —          —    

Foreign Currency

     —          —          —         —          —         —          —         —          —    
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Government Securities

     38,760        35,780        21.3     1,944        24.1     933        21.8     103        8.7
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Corporate Debt Securities

     11        —          7.8     3        7.8     8        7.8     —          7.8
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Portfolio

     38,771        35,780        21.3     1,947        24.1     941        21.6     103        8.7
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

(1) Effective yield based on December 31, 2017 quoted market values.

 

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Loan Portfolio

Our total loans reflect Banco Galicia’s, the Regional Credit Card Companies’ and CFA’s loan portfolios including past due principal amounts. Personal loans and credit-card loans are typically loans to individuals granted by Banco Galicia, the Regional Credit Card Companies or CFA. The Regional Credit Card Companies’ loans are included under “Credit card loans”, while most of CFA’s loans are included under “Personal loans”. Also, certain amounts related to advances, promissory notes, mortgage loans and pledge loans are extended to individuals. However, advances and promissory notes mostly represent loans to companies. The following table analyzes our loan portfolio, i.e., Banco Galicia’s loan portfolio consolidated with the Regional Credit Card Companies’ and CFA’s loan portfolio, by type of loan and total loans with guarantees.

 

     As of December 31,  
     2017     2016     2015     2014     2013  
     (in millions of Pesos)  

Principal and Interest

          

Non-Financial Public Sector

     —         —         —         —         —    

Local Financial Sector

     3,979       2,098       762       193       633  

Non-Financial Private Sector and Residents Abroad (1)

          

Advances

     11,334       10,063       8,549       3,987       3,349  

Promissory Notes

     35,528       25,298       22,752       16,304       13,323  

Mortgage Loans

     5,713       2,178       2,099       1,661       1,803  

Pledge Loans

     1,078       678       487       500       481  

Personal Loans

     26,033       15,312       9,259       6,996       8,051  

Credit Card Loans

     88,193       72,766       56,260       37,348       27,389  

Placements in Banks Abroad

     269       1,227       232       261       586  

Other Loans

     30,146       11,405       692       1,337       1,237  

Accrued Interest, Adjustment and Quotation Differences Receivable

     2,649       1,775       1,407       969       827  

Documented Interest

     (922     (642     (597     (348     (271
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Non-Financial Private-Sector and Residents Abroad

     200,021       140,060       101,140       69,015       56,775  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Gross Loans

     204,000       142,158       101,902       69,208       57,408  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for Loan Losses

     (6,670     (4,707     (3,560     (2,615     (2,129
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Loans

     197,330       137,451       98,342       66,593       55,279  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans with Guarantees

          

With Preferred Guarantees (2)

     9,478       3,322       2,988       2,695       2,433  

Other Guarantees

     24,732       18,984       13,508       9,463       8,257  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Loans with Guarantees

     34,210       22,306       16,496       12,158       10,690  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Categories of loans include:

 

  - Advances: short-term obligations drawn on by customers through overdrafts.

 

  - Promissory Notes: endorsed promissory notes, notes and other promises to pay signed by one borrower or group of borrowers and factored loans.

 

  - Mortgage Loans: loans granted to purchase or improve real estate and collateralized by such real estate and commercial loans secured by a real estate mortgage.

 

  - Pledge Loans: loans secured by collateral (such as cars or machinery) other than real estate, where such collateral is an integral part of the loan documents.

 

  - Personal Loans: loans to individuals.

 

  - Credit-Card Loans: loans granted through credit cards to credit card holders.

 

  - Placements in Banks Abroad: short-term loans to banks abroad.

 

  - Other Loans: loans not included in other categories.

 

  - Documented Interest: discount on notes and bills.

 

(2) Preferred guarantees mainly include mortgages on real estate property or pledges on movable property.

As of December 31, 2017, Banco Galicia’s loan portfolio before allowances for loan losses amounted to Ps.204,000 million, a 44% increase when compared to the previous fiscal year-end.

For the fiscal year ended December 31, 2016, Banco Galicia’s loan portfolio before allowances for loan losses amounted to Ps.142,158 million, a 40% increase as compared to the fiscal year ended December 31, 2015.

 

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Loans by Type of Borrower

The following table shows the breakdown of our total loan portfolio, by type of borrower at December 31, 2017, 2016 and 2015. The middle-market companies’ category includes Banco Galicia’s loans to SMEs and the agricultural and livestock sectors while the individuals’ category includes loans granted by Banco Galicia, the Regional Credit Card Companies and CFA. Loans to individuals comprise both consumer loans and commercial loans extended to individuals with a commercial activity.

 

     As of December 31,  
     2017      2016      2015  
     Amount      % of Total      Amount      % of Total      Amount      % of Total  
     (in millions of Pesos, except percentages)  

Commercial Loans

     89,431        43.8        56,845        40.0        42,641        41.8  

Corporate

     39,232        19.2        22,434        15.8        13,619        13.4  

Middle-Market Companies

     50,199        24.6        34,411        24.2        29,022        28.4  

Agribusiness

     19,280        9.4        12,555        8.8        13,209        13.0  

Small and medium-sized companies

     30,919        15.2        21,856        15.4        15,813        15.4  

Individuals

     110,308        54.1        81,978        57.7        58,267        57.2  

Bank

     67,968        33.3        46,418        32.7        32,806        32.2  

Regional Credit Card Companies

     34,691        17.0        30,279        21.3        22,033        21.6  

CFA

     7,649        3.8        5,281        3.7        3,428        3.4  

Financial Sector (1)

     4,261        2.1        3,335        2.3        994        1.0  

Non-Financial Public Sector

     —          —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total (2)

     204,000        100.0        142,158        100.0        101,902        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes local and international financial sector. Financial Sector loans are primarily composed of interbank loans (call money loans), overnight deposits at international money center banks and loans to provincial banks.
(2) Before the allowance for loan losses.

Loans to the private sector before allowances increased by 44%, as compared to the prior fiscal year-end, as a result of an increase both in large corporations (75%), individuals (35%) and SMEs (46%). These increases were generally in line with the overall increase in economic activity in Argentina.

Loans by Economic Activity

The following table sets forth as of the dates indicated an analysis of our loan portfolio according to the borrower’s main economic activity. Figures include principal and interest.

 

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     As of December 31,  
     2017      2016      2015  
     Amount      % of
Total
     Amount      % of
Total
     Amount      % of
Total
 
     (in millions of Pesos, except percentages)  

Financial Sector (1)

     4,261        2.1        3,335        2.3        994        1.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Services

                 

Non-Financial Public Sector

     —          —          —          —          —          —    

Communications, Transportation Health and Others

     6,345        3.1        4,272        3.0        5,084        5.0  

Electricity, Gas, Water Supply and Sewage

Services

     5,432        2.7        2,658        1.9        160        0.2  

Other Financial Services

     2,482        1.2        1,663        1.2        553        0.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Services

     14,259        7.0        8,593        6.1        5,797        5.7  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Primary Products

                 

Agriculture and Livestock

     18,612        9.1        11,921        8.4        11,342        11.1  

Fishing, Forestry and Mining

     3,762        1.9        1,810        1.3        1,956        1.9  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Primary Products

     22,374        11.0        13,731        9.7        13,298        13.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Consumer

     110,373        54.1        82,730        58.2        59,012        57.9  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Retail Trade

     8,571        4.2        6,641        4.7        3,287        3.3  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Wholesale Trade

     11,380        5.6        6,499        4.6        5,450        5.3  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Construction

     2,436        1.2        1,177        0.8        1,035        1.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Manufacturing

                 

Foodstuffs

     8,503        4.2        6,316        4.4        3,499        3.4  

Transportation Materials

     4,623        2.3        2,307        1.6        2,783        2.7  

Chemicals and Oil

     5,927        2.9        4,320        3.0        2,712        2.7  

Other Manufacturing Industries

     11,210        5.5        6,509        4.6        4,035        4.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Manufacturing

     30,263        14.8        19,452        13.6        13,029        12.8  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other Loans

     83        —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total (2)

     204,000        100.0        142,158        100.0        101,902        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes local and international financial sectors.
(2) Before the allowance for loan losses.

Consumer loans account for the majority of the loan portfolio, which as of the fiscal year-end represented 54.1% of the total loan portfolio.

As for business activities, the most significant sectors were manufacturing, primary production and retail and wholesale trade, with a total portfolio share of 14.8%, 11.0% and 9.8%, respectively.

The most significant growth occurred in the manufacturing industry and consumer loans, with increases of 56% and 33%, respectively.

Maturity Composition of the Loan Portfolio

The following table sets forth an analysis by type of loan and time remaining to maturity of our loan portfolio as of December 31, 2017.

 

     Within 1
Month
     After 1
Month but
within 6
Months
     After 6
Months but
within 12
Months
     After 1 Year
but within 3
Years
     After 3
Years but
within 5
Years
     After 5
Years
     Total at
December 31,
2016
 
     (in millions of Pesos)  

Non-Financial Public Sector (1)

                                                

Financial Sector (1)

     769        381        689        1,693        447               3,979  

Private Sector and Residents Abroad

     100,607        39,392        18,866        25,986        11,456        3,714        200,021  

- Advances

     8,080        2,147        1,107                             11,334  

- Promissory Notes

     8,033        11,258        4,559        8,670        2,644        364        35,528  

- Mortgage Loans

     90        289        328        1,031        924        3,051        5,713  

 

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Table of Contents
     Within 1
Month
    After 1
Month but
within 6
Months
     After 6
Months but
within 12
Months
     After 1 Year
but within 3
Years
     After 3
Years but
within 5
Years
     After 5
Years
     Total at
December 31,
2016
 
     (in millions of Pesos)  

- Pledge Loans

     26       314        296        328        114        —          1,078  

- Personal Loans

     2,756       5,761        5,135        9,918        2,218        245        26,033  

- Credit-Card Loans

     68,266       13,545        3,943        1,934        505        —          88,193  

- Other Loans

     11,663       6,078        3,498        4,105        5,051        54        30,449  

- Accrued Interest and Quotation

                   

Differences Receivable (1)

     2,649       —          —          —          —          —          2,649  

- (Documented Interest)

     (922     —          —          —          —          —          (922

- (Unallocated Collections)

     (34     —          —          —          —          —          (34

Allowance for Loan Losses (2)

     (6,670                    (6,670
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Loans, Net

     94,706       39,773        19,555        27,679        11,903        3,714        197,330  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Interest and the UVA/CER adjustment were assigned to the first month.
(2) Allowances were assigned to the first month as were past due loans and loans in judicial proceedings.

Interest Rate Sensitivity of Outstanding Loans

The following table presents the interest rate sensitivity of our outstanding loans due after one year by denomination as of December 31, 2017.

 

     In millions of Pesos      As a % of Total Loans  

Variable Rate (1)(2)

     

Pesos

     7,297        16.9

Foreign Currency

     1,216        2.8

Total

     8,513        19.7
  

 

 

    

 

 

 

Fixed Rate (2)(3)

     

Pesos

     23,821        55.0

Foreign Currency

     10,961        25.3

Total

     34,782        80.3
  

 

 

    

 

 

 

 

(1) Includes overdraft loans.
(2) Includes past due loans and excludes interest receivable, differences in quotations and the UVA/CER adjustment.
(3) Includes short-term and long-term loans whose rates are determined at the beginning of the loans’ life.

Credit Review Process

Credit risk is the potential for financial loss resulting from the failure of a borrower to honor its financial contractual obligations. Our credit risk arises mainly from Banco Galicia’s, the Regional Credit Card Companies’ and CFA’s lending activities, and from the fact that, in the normal course of business, these subsidiaries are parties to certain transactions with off-balance sheet treatment and associated risk, mainly commitments to extend credit and guarantees granted. See also Item 5.A. “Operating Results-Off-Balance Sheet Arrangements”.

Our credit approval and credit risk analysis is a centralized process based balancing a variety of factors. In undertaking credit approval and credit risk analyses, the Bank’s risk management, credit and origination divisions, both with respect to retail and wholesale businesses, efficiently work together to management asset quality, proactively management problem loans, aggressive charge-offs for uncollectible loans, and adequate loan loss provisioning. These processes also include the update of financial models to measure portfolio risk at operational and customer levels, facilitating the detection of defaulting, or potentially defaulting, loans and losses associated therewith, which allows for the proactive management of the same in order to prevent portfolio deterioration, enabling appropriate protection of our assets.

 

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Banco Galicia

The Risk Division is responsible for the overall risk management of the Bank and its subsidiaries, in accordance with international best practices and handles solvency, financial, operational, credit, reputational and strategic risks. The Risk Division is independent from the business areas of the Bank and its subsidiaries and it reports directly to the Bank’s General Division. The Risk Division works with the functional support of the Compliance and Money Laundering Prevention Division, a division that also reports to the Board of Directors, and whose purpose is to prevent the execution of financial operations with funds derived from illegal activities, and the use of the Bank as a vehicle for laundering money and funding terrorist activities. In addition, the Risk Division monitors compliance with the laws, regulations and internal policies in order to prevent financial and/or criminal penalties and to minimize any reputational impact. It is an independent role that coordinates and assists in identifying, providing advice on, monitoring, reporting and warning management regarding compliance risks.

In addition, in order to have timely information and a flexible structure in place to efficiently respond and adjust to macro and microeconomic variables, the Risk Division is responsible for credit extension and recovery functions for companies and individuals.

The mission of the Risk Division is comprised of the following activities:

 

    actively and comprehensively managing and monitoring the risks taken by Banco Galicia and its subsidiaries, ensuring compliance with internal policies and regulations in force;

 

    keeping the Board of Directors informed of the risks faced by the Bank, proposing how to deal with such risks, and defining the risk profile to be adopted;

 

    helping to strengthen a risk management culture that provides a global view of the Bank’s business;

 

    establishing the risks the Bank is willing to take and designing policies and procedures to monitor, control and mitigate the same;

 

    quantifying the capital required by each business and providing recommendations to the General Division with respect to appropriate risk allocations;

 

    escalating deviations from internal policies to the Bank’s General Division, as appropriate, together with a compliance plan; and

 

    ensuring the portfolio quality, cost and time efficiency, and recovery optimization, thus minimizing loan losses and optimizing efficiency in processes and business credit granting.

The Risk Division’s responsibilities include:

 

    ensuring action and contingency plans are in place to address any deviations from acceptable thresholds for risks posing a threat to business continuity;

 

    recommending the most suitable methodologies for the Bank to measure identified risks;

 

    guaranteeing that the launching of any new product includes a previous assessment of potential risks involved;

 

    providing technical support and assisting the Management Division regarding risk management;

 

    developing and proposing the strategies for credit and credit-granting policies; and

 

    managing and monitoring the credit origination processes, follow-up and control thereof, and the recovery of past-due loans.

Banco Galicia complies with all regulatory requirements set forth by Law No. 25246, as amended, Resolution No. 121/2011, as amended, issued by the Financial Information Unit (the “UIF”) and Argentine Central Bank’s Communiqué “A” 5218, as supplemented and/or amended.

The Bank has policies, procedures and control structures in place related to the features of the various products offered, which help monitor transactions in order to identify unusual or suspicious transactions and report them to the UIF. The Compliance and Money Laundering Prevention Division is responsible for managing this risk, through the implementation of control and prevention procedures as well as the communication thereof to the rest of the organization through the drafting of the corresponding handbooks and the training of all employees.

Banco Galicia has appointed a Director responsible for the management of this risk, and has created a Committee in charge of planning, coordinating and enforcing the compliance with the policies set by the Board of Directors (see “Aspects related to Corporate Organization, Decision Making, Internal Control, and Compensation Policy for Directors and Officers”). The basic principle on which the regulations regarding prevention and control of money laundering are based is in line with the “know your customer” policy in force worldwide. Such risks are regularly reviewed through internal and external audits.

 

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The following subdivisions depend on support from the Risk Division: Wholesale Credit, Retail Credit and Consumer Credit Recovery. They are responsible for developing and proposing strategies for credit and credit-granting policies, as well as managing and monitoring credit origination processes, follow-up and control thereof, and the recovery of past-due loans. The goal of these divisions is to ensure the quality of the loan portfolio, minimize costs while maximizing efficiency, and recovery optimization, thus minimizing loan losses and optimizing efficiency in the credit extension process.

The Retail Credit Division is responsible for ensuring that the fraud screening and prevention process is effective, thus assuring the quality of the retail portfolio. This Division designs and manages complex credit decision-taking models and tools, directs the alignment efforts to implement retail business strategies, and works together with the business team to suggest business opportunities.

The Wholesale Credit Division is responsible for the corporate rating process, thus assuring the quality of the wholesale portfolio. This Division directs alignment efforts to implement business strategies based on the customer service model, working together with the business team to suggest business opportunities. This Division deals specifically with complex businesses such as banks, public companies, capital markets transactions and investment projects.

Before approving a loan, Banco Galicia performs an assessment of the potential borrower and his/her financial condition. Approvals of loans exceeding certain amounts are analyzed based on the credit line and the customer.

Banco Galicia performs its risk assessment based on the following factors:

 

Qualitative Analysis    Assessment of the corporate borrower’s creditworthiness performed by the officer in charge of the account based on personal knowledge.
Economic and Financial Risk    Quantitative analysis of the borrower’s balance sheet amounts.
Economic Risk of the Sector    Measurement of the general risk of the financial sector where the borrower operates (based on statistical information, internal and external).
Environmental Risk    Environmental impact analysis (required for all investment projects of significant amounts).

Loans are generally approved pursuant to pre-set authorization levels, except loans exceeding certain amounts, which are approved by the Credit Committee.

The Recovery Management Division is responsible for administering and managing both the Bank’s performing and under-performing credit portfolio, seeking to minimize the deterioration thereof and establishing recovery of such credit portfolios. Management models and specific strategies are applied to each type of portfolio, segments and tranches in arrears, from early defaults to out-of-court and judicial proceedings.

Regional Credit Card Companies

Each of the Regional Credit Card Companies maintains its own credit products and limits; however their credit approval and credit risk analysis procedures are basically the same. The credit risk of each applicant is assessed by evaluating certain required information solicited in the applicable Regional Credit Card Company’s application, including the applicant’s monthly income, together with a review of the applicant’s credit history obtained from credit bureaus. If the applicant was a customer in the past and has ceased to be a customer for any reason, its payment history with the applicable Regional Credit Card Company is reviewed. Such information is verified for accuracy by the applicable Regional Credit Card Company, both in person and over the telephone. Once the information has been verified and, to the extent the customer meets all applicable requirements, the credit card is issued and delivered at the applicant’s address, or the applicant may arrange for picking it up at any of the applicable Regional Credit Card Company’s branches.

 

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Customer’s credit limits are determined on the basis of an assessment of each customer’s specific financial situation. Based on such assessment, customers are assigned one of five risk levels: A, B, C, D or E, with A being the lowest risk segment and E being the highest risk segment. In making such assignment, the Regional Credit Card Company considers a variety of factors, including, but not limited to, monthly income, number of family members, geographic location and occupation. The customer is then assigned a credit limit based on his or her risk level, which is shared among all credit cards associated with such customer, whether as a primary or additional cardholder. The credit limit assigned to each customer includes: (i) the monthly balance limit; (ii) the long-term purchase limit, which is the maximum amount for a customer to purchase in six or more installments using the credit card; (iii) the total credit limit, which is the maximum amount that may be owed to the applicable Regional Credit Card Company; (iv) the maximum balance limit for cash advances, which represents 50% of the long-term purchase limit in a maximum amount of Ps.50,000, which is the maximum amount for cash withdrawals, and (v) the limit for loans to be repaid in up to 50 months.

Below is a detail of the percentage limits and nominal caps assigned to each risk segment.

 

Risk Segment    Monthly Balance Limit      Long-term Purchase Limit      Total Credit Limit  
   Income %     Cap in Ps.      Times Income    Cap in Ps.      Times Income    Cap in Ps.  

A (Lowest)

     75     50,000      3      120,000      4      160,000  

B

     50     25,000      2.5      70,000      3.5      100,000  

C

     40     15,000      2      40,000      3      60,000  

D

     35     10,000      2      30,000      3      45,000  

E (Highest)

     30     7,000      1.5      18,000      2.5      30,000  

The monthly limit assigned to any customer is periodically reviewed by the applicable Regional Credit Card Company and may be automatically increased for eligible cardholders that meet certain requirements, including good payment history. In addition, each Regional Credit Card Company reviews cardholders’ applications for increases in the monthly limit and may, in its sole discretion, increase such limits based on the individual customer’s payment history and total income level.

Each Regional Credit Card Company assesses and maintains the provision for loan losses, and at each year-end, analyzes whether there is objective evidence exists of a risk of default. The loss on impairment of financial assets is recognized when there is objective evidence of impairment as a result of one or more events occurring after the initial recognition of the financial asset, and such event impacts estimated cash flows for such financial asset or group of financial assets.

The Regional Credit Card Companies’ provisions for loan losses and other accounts receivable are directly related to the default rate in respect of outstanding personal loan portfolios and credit card balances. Tarjeta Naranja, for example, prepares its financial statements in accordance with IFRS and, in particular, under IAS 39 with respect to the treatment of financial assets. According to IFRS, in calculating the provision for loan losses, Tarjeta Naranja carries out a historical analysis of such losses to estimate portfolio-related losses incurred as of the date of the financial statements, but which were not previously identified under IAS 39.

In addition, such historical payment information is supplemented with recent financial data to the extent available, including such customer’s behavior, spending trends and any other piece of information that may affect the calculation of the loan loss. Management considers several factors in estimating the provision for loan losses, including the volatility of expected losses, changes and the potential severity of losses.

For example, Tarjeta Naranja’s portfolio in arrears is comprised by balances more than 30 days overdue and loans, installment plans and any other outstanding amount not subject to an installment plan. Once a loan or credit card balance becomes overdue, the entire balance is deemed past-due. As a credit card issuer, the provisions for loan losses are subject to the BCRA regulations. At present, Tarjeta Naranja complies with and, in fact, exceeds all such requirements as a result of the application of IAS 39.

The book value of the asset is reduced through the account “Provision for Loan Losses” and the amount of loss or recovery, as the case may be, is recognized in the statement of profit or loss.

 

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Prevention of Financial Crimes

Since 2014, Tarjeta Naranja has been employing tools that help it to monitor customers and to timely detect unusual and irregular transactions. Tarjeta Naranja monitors customers by reviewing supporting documentation and maintain effective internal control procedures. The Compliance Program currently being implemented by Tarjeta Naranja includes policies, measures, procedures and other activities related to the “Prevention of Money Laundering and Funding of Terrorist Activities” in Argentina, in addition to:

 

    Complying with the provisions of different regulations inherent to credit card operators.

 

    Establishing internal policies and procedures that allow having objective and technical criteria as regards the Prevention of Asset Laundering and Funding of Terrorist Activities.

 

    Verifying compliance with its procedures and control processes.

Risk Management and Recovery

With respect to credit risk management, Tarjeta Naranja is continuing to work on improving its ability to monitor customers by applying predictive models that help it to originate new customers and set optimal credit limits.

With respect to the collection of amounts in arrears, Tarjeta Naranja improved its early default management strategies by identifying the most effective collection procedures, offering better financing products, and adding products that respond to the new needs of its clients. Tarjeta Naranja’s improved collection strategy was related to an increase in the speed of recovery of loans in arrears by allocating such accounts to collection agents with best performance record in both in-court and out-of-court portfolio management. In addition, Tarjeta Naranja assigned out-of-court portfolios to collection agents through private auctions.

Such actions have contributed to the significant savings in loan losses and an increase in the efficiency of Tarjeta Naranja’s procedures. Tarjeta Naranja continues to search for new solutions to further improve such results.

Compañía Financiera Argentina

CFA maintains its own credit products and limits. Assessment of the credit risk of each customer is based on certain required information, provided by the customer, and verified by the company, as well as on information on customers’ credit records obtained from credit bureaus and other entities.

Credit risk assessment, credit approval and classification (in accordance with the current loan classification criteria defined by the Argentine Central Bank regulations) of the loan portfolio are managed by the company on a centralized basis by an unit that is separate from the sales units.

Argentine Central Bank Rules on Loan Classification and Loan Loss Provisions

General

Regardless of the internal policies and procedures designed to minimize risks undertaken, Banco Galicia complies with the Argentine Central Bank regulations.

In 1994, the Argentine Central Bank introduced the current loan classification system and the corresponding minimum loan-loss provision requirements applicable to loans and other types of credit (together referred to as “loans” in this section) to private sector borrowers.

The current loan classification system applies certain criteria to classify loans in a bank’s “consumer” portfolio, and another set of criteria to classify loans in its “commercial” portfolio. The classification system is independent of the currency in which the loan is denominated.

 

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The loan classification criteria applied to loans in the consumer portfolio is based on objective guidelines related to the borrower’s degree of fulfillment of its obligations or its legal status, the information provided by the Financial System’s Debtors System-whenever debtors reflect lower quality levels than the rating assigned by the Bank, by the Non-Performing Debtors’ database from former financial institutions and the status resulting from the enforcement of the refinance guidelines. In the event of any disagreement, the guidelines indicating the greater risk level of loan losses should be considered.

For the purposes of the Argentine Central Bank’s regulations, consumer loans are defined as mortgage loans, pledge loans, credit card loans and other types of loans in installments granted to individuals. All other loans are considered commercial loans. In addition, in accordance with an option set forth in these regulations, Banco Galicia prospectively applies the consumer portfolio classification criteria to commercial loans of up to Ps.2.5 million. This classification is based on the level of fulfillment and the situation thereof.

The main classification criterion for loans in the commercial portfolio is each borrower’s ability to pay, mainly in terms of such borrower’s future cash flows. If a customer has both commercial and consumer loans, all these loans will be considered as a whole to determine eligibility for classification in the corresponding portfolio. Loans backed with preferred guarantees will be considered at 50% of their face value.

By applying the Argentine Central Bank’s classification to commercial loans, banks must assess the following factors: the current and projected financial situation of the borrower, the customer’s exposure to currency risk, the customer’s managerial and operating background, the borrower’s ability to provide accurate and timely financial information, as well as the overall risk of the sector in which the borrower operates and the borrower’s relative position within that sector.

The Argentine Central Bank’s regulations also establish that a team independent from the departments responsible for credit origination must carry out a periodic review of the commercial portfolio. Banco Galicia’s Credit Division, which is independent from the business units that generate transactions, is responsible for these reviews.

The review must be carried out on each borrower with debt pending payment equal to the lesser of the following amounts: Ps.12.5 million or 1% of the bank’s computable capital (the “RPC”) but, in any case, the review shall cover at least 20% of the total loan portfolio. The frequency of the review of each borrower depends on the bank’s exposure to that borrower. The Argentine Central Bank requires that the larger the exposure is, the more frequent the review should be. This review must be conducted every calendar quarter when credit exposure to that borrower is equal to or in excess of 5% of the bank’s RPC, or every six months when exposure equals or exceeds the lesser of the following amounts: Ps.12.5 million or 1% of the bank’s RPC. In all cases, at least 50% of Banco Galicia’s commercial portfolio must be reviewed once every six months; and all other borrowers in Banco Galicia’s commercial portfolio must be reviewed during the fiscal year, so that the entire commercial portfolio is reviewed every fiscal year.

In addition, only one level of discrepancy is permitted between the classification assigned by a bank and the lowest classification assigned by at least two other banks whose combined credit to the borrower represents 40% or more of the total credit of the borrower, considering all banks. If Banco Galicia’s classification was different by more than one level from the lowest classification granted, Banco Galicia must immediately downgrade its classification of the debtor to the same classification level, or else within one classification level.

Loan Classification

The following tables contain the six loan classification categories corresponding to the different risk levels set forth by the Argentine Central Bank. Banco Galicia’s total exposure to a private sector customer must be classified according to the riskier classification corresponding to any part of such exposure.

 

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Commercial Portfolio.

 

Loan Classification

  

Description

1.    Normal Situation    The debtor is widely able to meet its financial obligations, demonstrating significant cash flows, a liquid financial situation, an adequate financial structure, a timely payment record, competent management, available information in a timely, accurate manner and satisfactory internal controls. The debtor is in the upper 50% of a sector of activity that is operating properly and has good prospects.
2.    With Special Follow-up   

Cash flow analysis reflects that the debt may be repaid even though it is possible that the customer’s future payment ability may deteriorate without a proper follow-up.

 

This category is divided into two subcategories:

 

(2.a). Under Observation;

 

(2.b). Under Negotiation or Refinancing Agreements.

3.    With Problems    Cash flow analysis evidences problems to repay the debt, and therefore, if these problems are not solved, there may be some losses.
4.    High Risk of Insolvency    Cash flow analysis evidences that repayment of the full debt is highly unlikely.
5.    Uncollectible    The amounts in this category are deemed total losses. Even though these assets may be recovered under certain future circumstances, inability to make payments is evident at the date of the analysis. It includes loans to insolvent or bankrupt borrowers.
6.    Uncollectible due to Technical Reasons   

Loans to borrowers indicated by the Argentine Central Bank to be in non-accrual status with financial institutions that have been liquidated or are being liquidated, or whose authorization to operate has been revoked. It also includes loans to foreign banks and other institutions that are not:

 

(i) classified as “normal”;

 

(ii) subject to the supervision of the Argentine Central Bank or other similar authority of the country of origin;

 

(iii) classified as “investment grade” by any of the rating agencies admitted pursuant to Communiqué “A” 2729 of the Argentine Central Bank.

Consumer Portfolio.

 

Loan Classification

  

Description

1.   Normal Situation    Loans with timely repayment or arrears not exceeding 31 days, both of principal and interest.
2.   Low Risk    Occasional late payments, with a payment in arrears of more than 32 days and up to 90 days. A customer classified as “Normal” having been refinanced may be recategorized within this category, as long as he amortizes one principal installment (whether monthly or bimonthly) or repays 5% of principal.
3.   Medium Risk    Some inability to make payments, with arrears of more than 91 days and up to 180 days. A customer classified as “Low Risk” having been refinanced may be recategorized within this category, as long as he amortizes two principal installments (whether monthly or bimonthly) or repays 5% of principal.

 

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4.  

High Risk

   Judicial proceedings demanding payment have been initiated or arrears of more than 180 days and up to one year. A customer classified as “Medium Risk” having been refinanced may be recategorized within this category, as long as he amortizes three principal installments (whether monthly or bimonthly) or repays 10% of principal.
5.  

Uncollectible

   Loans to insolvent or bankrupt borrowers, or subject to judicial proceedings, with little or no possibility of collection, or with arrears in excess of one year.
6.  

Uncollectible due to Technical Reasons

   Loans to borrowers who fall within the conditions described above under “Commercial Portfolio-Uncollectible due to Technical Reasons”.

Loan Loss Provision Requirements

Allocated Provisions. Minimum allowances for loan losses are required for the different categories in which loans are classified. The rates vary by classification and by whether the loans are secured. The percentages apply to total customer obligations, both principal and interest. The allowance for loan losses on the performing portfolio is unallocated, while the allowances for the other classifications are individually allocated. Regulations provide for the suspension of interest accrual or the requirement of allowances equivalent to 100% of the interests for customers classified as “With Problems” and “Medium Risk”, or lower. The allowances are set forth as follows:

 

Minimum Allowances for Loan Losses

            

Category

   Secured     Unsecured  

1. Normal Situation

     1     1

2. (a) “Under Observation” and “Low Risk”

     3     5

2. (b) “Under Negotiation or Refinancing Agreements”

     6     12

3. “With Problems” and “Medium Risk”

     12     25

4. “High Risk of Insolvency” and “High Risk”

     25     50

5. “Uncollectible”

     50     100

6. “Uncollectible Due to Technical Reasons”

     100     100

Loans backed with preferred guarantees “A” (loans assigned or pledged in such a way that a financial institution may be assured of its full repayment due to the existence of a solvent third party or secondary markets available for the sale of the assets) require a 1% provision independently of the customer category.

General Provisions. In addition to the specific loan loss allowances described above, the Argentine Central Bank requires the establishment of a general allowance of 1% for all loans in its “Normal Situation” category. This general allowance is not required for interbank financial transactions of less than 30 days, or loans to the non-financial public sector or to financial institutions majority-owned by the Argentine national, provincial or city governments with governmental guarantees. Besides these general provisions, Banco Galicia may establish additional provisions, determined based on Banco Galicia’s judgment of the entire loan portfolio risk at each reporting period.

As of December 31, 2017, 2016 and 2015, we maintained a general loan loss allowance of Ps.3,026 million, Ps.2,272 million and Ps.1,455 million, respectively, which exceeded by Ps.766 million, Ps.677 million and Ps.294 million, respectively, the 1% minimum general allowance required by the Argentine Central Bank. The increase in these amounts was related to the growth and maturing of individuals’ loan portfolios and the impact of the worsening of certain macroeconomic variables.

 

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Classification of the Loan Portfolio based on Argentine Central Bank Regulations

The following tables set forth the amounts of our loans past due and the amounts not yet due of the loan portfolio, including the loan portfolios of Banco Galicia, the Regional Credit Card Companies and CFA, applying the Argentine Central Bank’s loan classification criteria in effect at the dates indicated.

 

     As of December 31, 2017  
     Amounts Not Yet Due      Amounts Past Due      Total Loans  
     (in millions of Pesos, except percentages)  
     Amounts      %      Amounts      %      Amounts      %  

Loan Portfolio Classification

                 

1. Normal and Normal Performance

     193,662        97.1        —             193,662        94.9  

2. With Special Follow-up - Under observation and Low Risk

     3,486        1.8        —             3,486        1.7  

3. With Problems and Medium Risk

     1,262        0.6        1,118        24.4        2,380        1.2  

4. High Risk of Insolvency and High Risk

     1,015        0.5        2,002        43.8        3,017        1.5  

5. Uncollectible

     —             1,447        31.6        1,447        0.7  

6. Uncollectible Due to Technical Reasons

     —             8        0.2        8        —    

Total

     199,425        100.0        4,575        100.0        204,000        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     As of December 31, 2016  
     Amounts Not Yet Due      Amounts Past Due      Total Loans  
     (in millions of Pesos, except percentages)  
     Amounts      %      Amounts      %      Amounts      %  

Loan Portfolio Classification

                 

1. Normal and Normal Performance

     134,730        97.1        —          —          134,730        94.8  

2. With Special Follow-up - Under observation and Low Risk

     2,724        2.0        —          —          2,724        1.9  

3. With Problems and Medium Risk

     721        0.5        1,043        30.2        1,764        1.2  

4. High Risk of Insolvency and High Risk

     528        0.4        1,552        44.9        2,080        1.5  

5. Uncollectible

     —          —          853        24.7        853        0.6  

6. Uncollectible Due to Technical Reasons

     —          —          7        0.2        7        —    

Total

     138,703        100.0        3,455        100.0        142,158        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     As of December 31, 2015  
     Amounts Not Yet Due      Amounts Past Due      Total Loans  
     (in millions of Pesos, except percentages)  
     Amounts      %      Amounts      %      Amounts      %  

Loan Portfolio Classification

                 

1. Normal and Normal Performance

     97,232        97.8        —          —          97,232        95.4  

2. With Special Follow-up - Under observation and Low Risk

     1,503        1.5        —          —          1,503        1.5  

3. With Problems and Medium Risk

     362        0.4        521        20.8        883        0.9  

4. High Risk of Insolvency and High Risk

     301        0.3        860        34.3        1,161        1.1  

5. Uncollectible

     —          —          1,118        44.7        1,118        1.1  

6. Uncollectible Due to Technical Reasons

     —          —          5        0.2        5        —    

Total

     99,398        100.0        2,504        100.0        101,902        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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     As of December 31, 2014  
     Amounts Not Yet Due      Amounts Past Due      Total Loans  
     (in millions of Pesos, except percentages)  
     Amounts      %      Amounts      %      Amounts      %  

Loan Portfolio Classification

                 

1. Normal and Normal Performance

     65,279        96.9        —          —          65,279        94.3  

2. With Special Follow-up - Under observation and Low Risk

     1,457        2.2        —          —          1,457        2.1  

3. With Problems and Medium Risk

     339        0.5        439        24.3        778        1.1  

4. High Risk of Insolvency and High Risk

     327        0.4        1,049        58.1        1,376        2.0  

5. Uncollectible

     —          —          315        17.4        315        0.5  

6. Uncollectible Due to Technical Reasons

     —          —          3        0.2        3        —    

Total

     67,402        100.0        1,806        100.0        69,208        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2013  
     Amounts Not Yet Due      Amounts Past Due      Total Loans  
     (in millions of Pesos, except percentages)  
     Amounts      %      Amounts      %      Amounts      %  

Loan Portfolio Classification

                 

1. Normal and Normal Performance

     54,119        96.9        —          —          54,119        94.3  

2. With Special Follow-up - Under observation and Low Risk

     1,238        2.2        —          —          1,238        2.1  

3. With Problems and Medium Risk

     311        0.6        415        26.9        726        1.3  

4. High Risk of Insolvency and High Risk

     197        0.3        724        46.9        921        1.6  

5. Uncollectible

     —          —          402        26.1        402        0.7  

6. Uncollectible Due to Technical Reasons

     —          —          2        0.1        2        —    

Total

     55,865        100.0        1,543        100.0        57,408        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Amounts Past Due and Non-Accrual Loans

The following table analyzes amounts past due by 90 days or more in our loan portfolio, by type of loan and by type of guarantee as of the dates indicated, as well as our non-accrual loan portfolio, by type of guarantee, our allowance for loan losses and the main asset quality ratios as of the dates indicated.

 

     As of December 31,  
     2017      2016      2015      2014      2013  
     (in millions of Pesos, except ratios)  

Total Loans (1)

     204.000        142,158        101,902        69,208        57,408  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Non-Accrual Loans (2)

              

With Preferred Guarantees

     194        96        106        50        39  

With Other Guarantees

     207        88        103        59        58  

Without Guarantees

     6,451        4,520        2,958        2,363        1,954  

Total Non-Accrual Loans (2)

     6,852        4,704        3,167        2,472        2,051  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Past Due Loan Portfolio

              

Non-Financial Public Sector

     —          —          —          —          —    

Local Financial Sector

     —          —          —          —          —    

Non-Financial Private Sector and Residents Abroad

              

Advances

     448        189        188        169        150  

Promissory Notes

     243        144        192        121        76  

Mortgage Loans

     58        79        45        12        28  

Pledge Loans

     4        3        8        9        5  

Personal Loans

     575        274        304        262        243  

Credit-Card Loans

     3,164        2,673        1,693        1,200        1,003  

Other Loans

     83        93        74        33        38  

Total Past Due Loans

     4,575        3,455        2,504        1,806        1,543  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Past Due Loans

              

 

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Table of Contents
     As of December 31,  
     2017      2016      2015      2014      2013  
     (in millions of Pesos, except ratios)  

With Preferred Guarantees

     66        60        59        42        34  

With Other Guarantees

     144        60        97        38        47  

Without Guarantees

     4,365        3,335        2,348        1,726        1,462  

Total Past Due Loans

     4,575        3,455        2,504        1,806        1,543  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Allowance for Loan Losses

     6,670        4,707        3,560        2,615        2,129  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios (%)

              

As a % of Total Loans:

              

Total Past Due Loans

     2.24        2.43        2.46        2.61        2.69  

Past Due Loans with Preferred Guarantees

     0.03        0.04        0.06        0.06        0.06  

Past Due Loans with Other Guarantees

     0.07        0.04        0.10        0.05        0.08  

Past Due Unsecured Amounts

     2.14        2.35        2.30        2.50        2.55  

Non-Accrual Loans (2)

     3.36        3.31        3.11        3.57        3.57  

Non-Accrual Loans (2) (Excluding Interbank Loans)

     3.37        3.36        3.12        3.59        3.62  

Non-Accrual Loans (2) as a Percentage of Loans to the Private Sector

     3.36        3.31        3.11        3.57        3.57  

Allowance for Loan Losses as a % of:

              

Total Loans

     3.27        3.31        3.49        3.78        3.71  

Total Loans Excluding Interbank Loans

     3.28        3.36        3.50        3.79        3.76  

Total Non-Accrual Loans (2)

     97.34        100.06        112.41        105.78        103.80  

Non-Accrual Loans with Guarantees as a Percentage of Non-Accrual Loans (2)

     5.85        3.91      6.60        4.41        4.73  

Non-Accrual Loans as a Percentage of Total Past Due Loans

     149.77        136.15        126.48        136.88        132.92  

 

(1) Before the allowance for loan losses.
(2) Non-Accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: “Medium Risk”, “High Risk”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”, and (b) Commercial portfolio: “With problems”, “High Risk of Insolvency”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”.

As of December 31, 2017, the non-accrual loan portfolio amounted to Ps.6,852 million, or 3.36% of total loans, a decrease of 5% as compared to 3.31% for the fiscal year ended December 31, 2016.

The coverage of the non-accrual loan portfolio fell to 97.34% at year-end, compared to 100.06% for the fiscal year ended December 31, 2016.

Our non-accrual loans to the private sector improved 5%, increasing from 3.31% in the fiscal year ended 2016 to 3.36% in the fiscal year ended 2017.

Banco Galicia has entered into certain debt renegotiation agreements with customers. Banco Galicia has eliminated any differences between the principal and accrued interest due under the original loan and the new loan amount through a charge against the allowance for loan losses. Loans under such agreements are included within past due and accruing loans, which amounted to Ps.131 million, Ps.61 million and Ps.90 million as of December 31, 2017, 2016 and 2015, respectively.

For the past three fiscal years, Banco Galicia’s coverage of non-accrual loans with allowances for loan losses has exceeded 100%.

Under Argentine Central Bank rules, we are required to cease the accrual of interest or to establish provisions equal to 100% of the interest accrued on all loans pertaining to the non-accrual loan portfolio, that is, all loans to borrowers in the categories of:

 

    in the consumer portfolio: “Medium Risk”, “High Risk”, “Uncollectible” and “Uncollectible Due to Technical Reasons”.

 

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    in the commercial portfolio: “With Problems”, “High Risk of Insolvency”, “Uncollectible” and “Uncollectible Due to Technical Reasons”.

The table below shows the interest income that would have been recorded on non-accrual loans on which the accrual of interest was discontinued and the recoveries of interest on loans classified as non-accrual on which the accrual of interest had been discontinued:

 

     As of December 31,  
     2017      2016      2015      2014      2013  
     (in millions of Pesos)  

Interest Income that Would Have Been Recorded on Non-Accrual Loans on which the Accrual of Interest was Discontinued

     181        173        159        117        127  

Recoveries of Interest on Loans Classified as Non-Accrual on which the Accrual of Interest had been Discontinued (1)

     9        9        8        6        6  

 

(1) Recorded under “Miscellaneous Income”.

Loan Loss Experience

The following table presents an analysis of our allowance for loan losses and of our credit losses as of and for the periods indicated. Certain loans are charged off directly from the income statement (such charge offs are immaterial amounts charged to income before any allowances for loan losses are recorded) and therefore are not reflected in the allowance.

 

     Fiscal Year Ended December 31,  
     2017     2016     2015     2014     2013  
     (in millions of Pesos, except ratios)  

Total Loans, Average (1)

     159,190       111,166       77,832       59,094       47,964  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for Loan Losses at Beginning of Period (2)

     4,707       3,560       2,615       2,129       1,732  

Changes in the Allowance for Loan Losses During the Period (2)

          

Provisions Charged to Income

     4,811       3,389       2,128       2,339       1,701  

Prior Allowances Reversed

     —         (117     —         (1     —    

Charge-Offs (A)

     (2,848     (2,125     (1,203     (1,840     (1,304

Inflation and Foreign Exchange Effect and Other Adjustments

       —         20       (12     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for Loan Losses at End of Period

     6,670       4,707       3,560       2,615       2,129  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Charge to the Income Statement during the Period

          

Provisions Charged to Income (2)

     4,811       3,389       2,128       2,339       1,701  

Direct Charge-Offs, Net of Recoveries (B)

     (66     (272     (226     (181     (187

Recoveries of Provisions

     —         (117     —         (1     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Charge (Benefit) to the Income Statement

     4,745       3,000       1,902       2,157       1,514  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios (%)

          

Charge-Offs Net of Recoveries (A+B) to Average Loans (3)

     1.75       1.67       1.26       2.81       2.33  

Net Charge to the Income Statement to Average Loans(3)

     2.98       2.70       2.44       3.65       3.16  

 

(1) Before the allowance for loan losses.
(2) Includes quotation differences for Galicia Uruguay.
(3) Charge-offs plus direct charge-offs minus bad debts recovered.

 

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During 2017, the Bank established allowances for loan losses in an amount of Ps.4,811 million.

Direct charges to the income statement, net of recoveries, increased by Ps.66 million as compared to 2016. The net charge to the income statement was Ps.4,745 million, representing 2.98% of the average loan portfolio for the fiscal year.

Charge-offs against allowances for loan losses were equal to Ps.2,848 million.

Allocation of the Allowance for Loan Losses

The following table presents the allocation of our allowance for loan losses among the various loan categories and shows such allowances as a percentage of our total loan portfolio before deducting the allowance for loan losses, in each case for the periods indicated. The table also shows each loan category as a percentage of our total loan portfolio before deducting the allowance for loan losses at the dates indicated.

 

     As of December 31,  
     2017      2016      2015  
     Amount      % of
Loans
     Loan
Category
%
     Amount      % of
Loans
     Loan
Category
%
     Amount      % of
Loans
     Loan
Category
%
 
     (in millions of Pesos, except percentages)  

Non-Financial Public Sector

     —          —          —          —          —          —          —          —          —    

Local Financial Sector

     —          —          2.0        —          —          1.5        —          —          0.8  

Non-Financial Private Sector and Residents Abroad

                          

Advances

     566        0.3        5.6        161        0.1        7.1        157        0.2        8.4  

Promissory Notes

     190        0.1        17.4        103        0.1        17.8        150        0.2        22.3  

Mortgage Loans

     42           2.8        43        —          1.5        33        —          2.1  

Pledge Loans

     4        —          0.5        3        —          0.5        7        —          0.4  

Personal Loans

     621        0.3        12.8        324        0.2        10.8        311        0.3        9.1  

Credit-Card Loans

     2,262        1.1        43.2        1,808        1.3        51.2        1,295        1.3        55.2  

Placements in Correspondent Banks

     —          —          0.1        —          —          0.9        —          —          0.2  

Other

     52           15.6        51        —          8.7        49        —          1.5  

Unallocated(1)

     2,933        1.5        —          2,214        1.6        —          1,558        1.5        —    

Total

     6,670        3.3        100.0        4,707        3.3        100.0        3,560        3.5        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31,  
     2014      2013  
     Amount      % of Loans      Loan Category %      Amount      % of Loans      Loan Category %  
     (in millions of Pesos, except percentages)  

Non-Financial Public Sector

     —          —          —          —          —          —    

Local Financial Sector

     —          —          0.3        —          —          1.1  

Non-Financial Private Sector and Residents Abroad

                 

Advances

     121        0.2        5.8        95        0.2        5.8  

Promissory Notes

     94        0.2        23.6        56        0.1        23.2  

Mortgage Loans

     13        —          2.4        11        —          3.2  

Pledge Loans

     5        —          0.7        3        —          0.9  

Personal Loans

     299        0.4        10.1        261        0.5        14.0  

Credit-Card Loans

     759        1.1        54.0        676        1.2        47.7  

Placements in Correspondent Banks

     —          —          0.3        —          —          1.0  

Other

     19        —          2.8        22        —          3.1  

Unallocated (1)

     1,305        1.9        —          1,005        1.7        —    

Total

     2,615        3.8        100.0        2,129        3.7        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) The unallocated reserve consists of the allowances established on the portfolio classified in the “normal situation” category and includes additional reserves in excess of Argentine Central Bank minimum requirements.

 

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Charge-Offs

The following table sets forth the allocation of the main charge-offs made by Banco Galicia, the Regional Credit Card Companies and CFA during the years ended December 31, 2017, 2016 and 2015.

 

     Fiscal Year Ended  
     December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

Charge-offs by Type

  

Advances

     78        125        45  

Promissory Notes

     107        222        146  

Mortgage Loans

     11        79        1  

Pledge Loans

     1        7        4  

Personal Loans

     427        496        340  

Credit-Card Loans

        

Banco Galicia

     581        381        217  

Regional Credit Card Companies

     1,626        751        436  

Other Loans

     17        64        14  

Total(1)

     2,848        2,125        1,203  
  

 

 

    

 

 

    

 

 

 

 

(1) Do not include the amounts directly charged off to the income statement.

During fiscal year 2017, Ps.2,848 million was charged off against the allowance for loan losses, including the Regional Credit Card Companies’ and CFA’s loan portfolios, while in fiscal year 2016 it amounted to Ps.2,125 million. For both fiscal years, the increases as compared to the prior years were attributable to the maturing of the individuals’ loan portfolio.

Foreign Outstandings

Cross-border or foreign outstandings for a particular country are defined as the sum of all claims against third parties domiciled in that country and comprise loans (including accrued interest), acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets that are denominated in foreign currency. The following were our foreign outstandings as of the dates indicated.

 

     Fiscal Year Ended  
     December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

United States

        
  

 

 

    

 

 

    

 

 

 

Demand Deposits

     314        1,366        230  

Overnight Placements

     269        1,227        232  

Other

     29        37        19  

Total

     612        2,630        481  
  

 

 

    

 

 

    

 

 

 

Germany

        

Demand Deposits

     50        50        82  

Other

     —          —          4  

Total

     50        50        86  
  

 

 

    

 

 

    

 

 

 

As of December 31, 2017, we had the following foreign outstandings:

 

    Ps.612 million (0.2% of our total assets) representing liquid placements with United States financial institutions, of which Ps.269 million represented overnight placements and Ps.314 million corresponded to demand deposits.

 

    Ps.50 million with German financial institutions corresponding to demand deposits.

 

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Deposits

The following table sets out the composition of our deposits as of December 31, 2017, 2016 and 2015. Our deposits represent deposits with Banco Galicia and CFA.

 

     As of December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

Checking Accounts and Other Demand Deposits

     33,112        27,973        19,437  

Savings Accounts

     101,255        53,779        27,519  

Time Deposits

     66,020        49,876        51,118  

Other Deposits (1)

     1,553        19,145        1,045  

Plus: Accrued Interest, Quotation Differences and UVA Adjustment

     1,511        915        920  

Total Deposits

     203,451        151,688        100,039  
  

 

 

    

 

 

    

 

 

 

 

(1) Includes among other, deposits originated by Decree No. 616/05, Reprogrammed Deposits under judicial proceedings and other demand deposits. In 2016, includes mainly deposits related to the Tax Amnesty Law.

In 2017, our consolidated deposits increased 34% mainly as a result of a Ps.47,476 million increase in deposits in saving accounts and a Ps.16,144 increase in time deposits. These increase were mainly due to deposits received by Banco Galicia.

In 2016, our consolidated deposits increased 52% mainly as a result of a Ps.26,260 million increase in deposits in saving accounts and a Ps.18,100 million increase in other deposits mainly due to the increase of deposits related to the Tax Amnesty Law. These increase were mainly due to deposits received by Banco Galicia.

In 2015, our consolidated deposits increased 55% primarily as a result of a Ps.20,388 million increase in time deposits and a Ps.14,304 million increase in deposits in checking and savings accounts. These increases were mainly due to deposits received by Banco Galicia.

For more information, see Item 5.A. “Operating Results-Funding”.

The following table provides a breakdown of our consolidated deposits as of December 31, 2017, by contractual term and currency of denomination.

 

     Peso-Denominated     Foreign Currency- Denominated     Total  
            % of            % of            % of  
     Amount      Total     Amount      Total     Amount      Total  
     (in millions of Pesos, except percentages)  

Checking Accounts and Demand Deposits

     Ps.33,112        25.2     Ps.-        -     Ps.33,112        16.4

Savings Accounts

     42,218        32.1       59,037        83.9       101,255        50.1  

Time Deposits

     55,073        41.8       10,947        15.5       66,020        32.7  

Maturing Within 30 Days

     12,958        9.8       3,380        4.8       16,338        8.1  

Maturing After 31 Days but Within 59 Days

     18,396        14.0       3,179        4.5       21,575        10.7  

Maturing After 60 Days but Within 89 Days

     8,141        6.2       252        0.4       8,393        4.2  

Maturing After 90 Days but Within 179 Days

     7,513        5.7       2,621        3.7       10,134        5.0  

Maturing After 180 Days but Within 365 Days

     7,019        5.3       1,348        1.9       8,367        4.1  

Maturing After 365 Days

     1,046        0.8       167        0.2       1,213        0.6  

Other Deposits

     1,155        0.9       398        0.6       1,553        0.8  

Maturing Within 30 Days

     905        0.7       398        0.6       1,303        0.7  

Maturing After 31 Days but Within 59 Days

     —          —         —          —         —          —    

Maturing After 60 Days but Within 89 Days

     —          —         —          —         —          —    

Maturing After 90 Days but Within 179 Days

     1        —         —          —         1        —    

Maturing After 180 Days but Within 365 Days

     249        0.2       —          —         249        0.1  

Maturing After 365 Days

     —          —         —          —         —          —    
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Deposits (1)

     131,558        100.0     70,382        100.0     201,940        100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

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(1) Only principal. Excludes the UVA adjustment.

The categories with the highest concentration of maturities per their original term are those within the segments “within 30 Days” and “after 31 days but within 59 days” (Pesos and foreign currency), which accounted for 18.8% of the total and corresponded mainly to Peso-denominated time deposits. The rest of the terms represent a lower percentage of the total portfolio and have a homogeneous participation. As of December 31, 2017, the average original term for non-adjusted Peso-denominated time deposits was 54 days, for adjusted-Peso-denominated time deposits it was 251 and for foreign currency-denominated deposits it was approximately 44 days. Foreign currency-denominated deposits, equal to Ps.70,382 million (only principal), represented 34.9% of total deposits.

The following table provides information about the maturity of our outstanding time deposits exceeding U.S. $100,000, as of December 31, 2017.

 

     Deposits over US$100,000  
     (in millions of Pesos)  

Time Deposits

  

Within 30 Days

     4,112  

After 31 Days but Within 59 Days

     7,981  

After 60 Days but Within 89 Days

     2,587  

After 90 Days but Within 179 Days

     4,319  

After 180 Days but Within 365 Days

     6,448  

After 365 Days

     1,023  

Total Outstanding Time Deposits Exceeding US$100.000 (1)

     26,470  
  

 

 

 

 

(1) Only principal.

Return on Equity and Assets

The following table presents certain selected financial information and ratios for the periods indicated.

 

     Fiscal Year Ended December 31,  
     2017      2016      2015  
     (in millions of Pesos, except percentages)  

Net Income

     8,329        6,018        4,338  

Average Total Assets

     254,295        184,395        122,684  

Average Shareholders’ Equity

     26,947        17,178        12,205  

Shareholders’ Equity at End of the Period

     39,300        20,353        14,485  
  

 

 

    

 

 

    

 

 

 

Net Income as a Percentage of:

        

Average Total Assets

     3.52        3.48        3.83  

Average Shareholders’ Equity

     30.91        35.03        35.54  

Declared Cash Dividends

     1,200        240        150  

Dividend Payout Ratio

     14.41        3.99        3.46  

Average Shareholders’ Equity as a Percentage of Average Total Assets

     10.60        9.32        9.95  

Shareholders’ Equity at the End of the Period as a Percentage of Average Total Assets

     15.45        11.04        11.81  

 

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Short-term Borrowings

Our short-term borrowings include all of our borrowings (including repurchase agreement transactions, debt securities and notes) with a contractual maturity of less than one year, owed to foreign or domestic financial institutions or holders of notes.

 

     As of December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

Short-Term Borrowings

        

Argentine Central Bank

     15        13        7  

Other Banks and International Entities

        

Credit Lines from Domestic Banks

     809        1,609        553  

Credit Lines from Foreign Banks

     4,132        2,067        1,107  

Notes

     —          —          —    

Repos

     1,132        1,646        —    

Total

     6,088        5,335        1,667  
  

 

 

    

 

 

    

 

 

 

As of the end of fiscal year 2017, our short-term borrowings consisted of credit lines from foreign banks, which represented 68% of our short term borrowings, credit lines from domestic banks, which represented 13% of our short term borrowings and repurchase agreements with local banks, which represented 19% of our short term borrowings.

We also borrow funds under different credit arrangements from local and foreign banks and international lending agencies as follows:

 

     As of December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

Banks and International Entities

        

Contractual Short-term Liabilities

     —          —          —    

Other Lines from Foreign Banks

     4,132        2,067        1,107  

Total Banks and International Entities

     4,132        2,067        1,107  
  

 

 

    

 

 

    

 

 

 

Domestic and Financial Institutions

        

Contractual Short-term Liabilities

     —          —          —    

Other Lines from Credit from Domestic Banks

     809        1,609        553  

Total Domestic and Financial Institutions

     809        1,609        553  
  

 

 

    

 

 

    

 

 

 

Total

     4,941        3,676        1,660  
  

 

 

    

 

 

    

 

 

 

The outstanding amounts and the terms corresponding to the outstanding notes as of the dates indicated below are as follows:

The following table sets forth the items listed below for our significant short-term borrowings for the fiscal years ended December 31, 2017, 2016 and 2015:

 

    the weighted-average interest rate at year-end,

 

    the maximum balance recorded at the monthly closing dates of the periods,

 

    the average balances for each period calculated on a daily basis, and

 

    the weighted-average interest rate for each period.

 

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     As of December 31,  
     2017     2016     2015  
     (in millions of Pesos, except percentages)  

Argentine Central Bank

      

Weighted-average Interest Rate at End of Period

     —       —       —  

Maximum Balance Recorded at the Monthly Closing Dates

     25       35       39  

Average Balances for Each Period

     15       11       6  

Weighted-average Interest Rate for the Period

     —       —       —  

Credit Lines from Domestic Banks

      

Weighted-average Interest Rate at End of Period

     24.3     26.5     29.1

Maximum Balance Recorded at the Monthly Closing Dates

     2,335       1,609       1,282  

Average Balances for Each Period

     1,366       1,005       757  

Weighted-average Interest Rate for the Period

     25.3     31.4     26.6

Credit Lines from Foreign Banks

      

Weighted-average Interest Rate at End of Period

     2.7     2.6     3.5

Maximum Balance Recorded at the Monthly Closing Dates

     4,132       2,083       1,579  

Average Balances for Each Period

     2,584       1,429       974  

Weighted-average Interest Rate for the Period

     2.5     3.0     2.9

Repurchases with Domestic Banks

      

Weighted-average Interest Rate at End of Period

     26.8     25.7     -

Maximum Balance Recorded at the Monthly Closing Dates

     4,519       1,646       140  

Average Balances for Each Period

     868       300       176  

Weighted-average Interest Rate for the Period

     25.7     28.9     23.8

Notes

      

Weighted-average Interest Rate at End of Period

     —       —       —  

Maximum Balance Recorded at the Monthly Closing Dates

     —         —         1,024  

Average Balances for Each Period

     —         —         619  

Weighted-average Interest Rate for the Period

     —       —       25.8
  

 

 

   

 

 

   

 

 

 

Regulatory Capital

Grupo Financiero Galicia

Grupo Financiero Galicia and its subsidiaries are regulated by the General Corporations Law. Section 186 of the General Corporations Law establishes the minimum capital amount of a corporation at Ps.100,000.

Banco Galicia

Regarding regulatory capital, Banco Galicia must comply with the regulations set forth by the Argentine Central Bank. These regulations are based on the Basel Committee methodology, which provides the minimum capital requirements for financial institutions to cover the various risks inherent to its business activity and assets, such as credit risk (generated both by exposure to the private sector and to the public sector); operational risk (generated by the losses resulting from the non-adjustment or failures of internal processes); and market risk (generated by positions in securities and in foreign currency).

The computable capital is divided as follows:

 

    Computable regulatory capital is divided into Basic Shareholders’ Equity (Tier 1 Capital) and Supplementary Shareholders’ Equity (Tier 2 Capital). Deductible Items start to be mainly part of the Basic Shareholders’ Equity.

 

    Equity investments in financial institutions, credit card issuers, insurance companies and others with activity supplementary to the financial institution should be deducted from the calculation of computable capital.

 

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    Results for the period are part of the Basic Shareholders’ Equity (Income: 100% of audited results, 50% of unaudited results; Losses: 100%).

 

    Supplementary Shareholders’ Equity includes 100% of the allowance for the portfolio in normal situation and for subordinated notes, with respect to which, as from each of the last five years of each issuance term, the computable amount shall be reduced by 20% of the aggregate principal amount that was issued.

The following percentages apply in determining minimum capital requirements:

 

    Loans in Pesos to the Non-financial Public Sector: 0%.

 

    Bank Premises and Equipment and Miscellaneous Assets: 8%.

 

    Family Mortgage Loans: 35% over the 8%, if the amount does not exceed 75% of the asset value.

 

    Retail Portfolio*: 75% over 8%.

The capital required for credit risk is calculated based on the balances as of the last day of each month. Computable capital is calculated as of the same month as the minimum capital requirement.

Minimum capital requirements must be met by the Bank, not only on an individual basis, but also on a consolidated basis with its significant subsidiaries.

In the table below, Banco Galicia’s information on regulatory capital and compliance with minimum capital requirements regulations is consolidated with Tarjetas Regionales and its subsidiaries, CFA and Galicia Uruguay.

 

     As of December 31,  
     2017      2016      2015  
     (in millions of Pesos, except percentages)  

Minimum capital required (A)

     22,610        15,258        11,063  
  

 

 

    

 

 

    

 

 

 

Allocated to Credit Risk

     17,263        11,511        8,369  

Allocated to Market Risk

     1,126        556        296  

Allocated to Operational Risk

     4,221        3,191        2,398  
  

 

 

    

 

 

    

 

 

 

Computable Capital (B)

     29,530        22,010        14,071  
  

 

 

    

 

 

    

 

 

 

Tier I

     22,582        16,471        11,732  

Tier II

     6,948        5,539        2,339  

Additional Capital- Market Variation

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Excess over Required Capital (B)-(A)(1)

     6,920        6,752        3,008  
  

 

 

    

 

 

    

 

 

 

Total Capital Ratio (%)(2)

     13.22        15.04        13.38  
  

 

 

    

 

 

    

 

 

 

Ratio Basel (%)(3)

     10.69        11.82        10.18  
  

 

 

    

 

 

    

 

 

 

In accordance with Argentine Central Bank rules applicable at each date.

 

(1) Excess over required capital includes the 0.25% increase stemming from the additional requirement related to the Bank serving in the role of custodian of titles and representative of investments of the Fondo de Garantía y Sustentabilidad del Sistema Integrado Previsional Argentino.
(2) Total computable capital / risk weighted assets (credit and market risks).
(3) In accordance with Argentine Central Bank rules applicable at each date, operational risk is to be considered in order to determine the amount of risk weighted assets. The requirement on operational risk is related the evolution of the average of financial income and fee income.

As of December 31, 2017, the Bank’s computable capital exceeded the minimum capital requirement (Ps.22,610 million) by Ps.6,920 million (or 31%). This excess amount was Ps.6,752 million (44%) as of December 31, 2016.

 

*  Pursuant to the amended regulations with respect to minimum capital requirements, “retail portfolio” is defined as (i) individuals with loans equal to 75 times the minimum living wage and (ii) MiPyMEs (MicroPyMEs) with loans up to Ps. 10 million, with the amount of any such loan not to exceed 30% of the borrower’s income.

 

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The minimum capital requirement increased by Ps.7,352 million, when compared to December 31, 2016, mainly due to (i) the increase in the balances of financing to the private sector in an amount of Ps.5,752 million, and (ii) operational risk in an amount of Ps.1,030 million.

Computable capital increased by Ps.7,520 million when compared to December 31, 2016, due to an increase of Ps.6,111 million in Tier 1 Common Capital, primarily as a result of the higher results recorded and partially offset by higher deductions as a consequence of organization and development expenses. Tier 2 Common Capital increased by Ps.1,409 million primarily as a result of: (i) the inclusion of 100% of the balance of Subordinated Notes for a face value of U.S. $250 million issued on July 19, 2016 and (ii) the increase in the calculable balance of the allowance for loan losses for the portfolio in normal situation. Argentine Central Bank regulations require that capitalization in kind be calculated as of the date of its authorization, rather than as of the date of its contribution. In this case, such capitalization was authorized in January 2018. If capitalization for this contribution had been calculated as of the date of its contribution, the capitalization ratio would have been 14.32%.

Regional Credit Card Companies

Since the Regional Credit Card Companies are not financial institutions, their capital adequacy is not regulated by the Argentine Central Bank. The Regional Credit Card Companies have to comply with the minimum capital requirement established by the Corporations Law, which was required to be Ps.100,000. However, as noted above, Banco Galicia has to comply with the Argentine Central Bank’s capital adequacy rules on a consolidated basis, which includes the Regional Credit Card Companies.

Compañía Financiera Argentina

Since CFA is a financial institution, its capital adequacy is subject to rules of the Argentine Central Bank, the same as Banco Galicia. In addition, as noted above, Banco Galicia has to comply with the Argentine Central Bank’s capital adequacy rules on a consolidated basis, which includes CFA.

Minimum Capital Requirements of Insurance Companies

The insurance companies controlled by Sudamericana must meet the minimum capital requirements set by General Resolution No. 39,957 of the National Insurance Superintendency. This resolution requires insurance companies to maintain a minimum capital level equivalent to the highest of the amounts calculated as follows:

 

(a) By line of insurance: this method establishes a fixed amount by line of insurance. For life insurance companies, it is Ps.9 million, increasing to Ps.12 million for companies that offer pension-linked life insurance. For providers of retirement insurance that do not offer pension-linked annuities, the requirement is Ps.30 million. For companies that offer property insurance that includes damage coverage (excluding those related to vehicles) the requirement is Ps.9 million (increasing to Ps.45 million for companies that offer all property and casualty products).

 

(b) By premiums and additional fees: to use this method, the company must calculate the sum of the premiums issued and additional fees earned in the last 12 months. Based on the total, the company must calculate 16% of such amount. Finally, it must adjust the total by the ratio of net paid claims to gross paid claims for the last 36 months. This ratio must be at least 50%.

 

(c) By claims: to use this method, the company must calculate the sum of gross claims paid during the 36 months prior to the end of the period under analysis. To that amount, it must add the difference between the balance of unpaid claims as of the end of the period under analysis and the balance of unpaid claims as of the 36th month prior to the end of the period under analysis. The resulting figure must be divided by three. Then the company must calculate 23%. The resulting figure must be adjusted by the ratio of net paid claims to gross paid claims for the last 36 months. This ratio must be at least 50%.

 

(d) For life insurance companies that offer policies with an investment component, the figures obtained in b) and c) must be increased by an amount equal to 4% of the technical reserves adjusted by the ratio of net technical reserves to gross technical reserves (at least 85%), plus 0.3% of at-risk capital adjusted by the ratio of retained at-risk capital to total at-risk capital (at least 50%).

 

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The minimum required capital must then be compared to computable capital, defined as shareholders’ equity less non-computable assets. Non-computable assets consist mainly of deferred charges, pending capital contributions, proposed distributions and excess investments in authorized instruments.

As of December 31, 2017, the computable capital of the companies controlled by Sudamericana exceeded the minimum requirement of Ps.548 million by Ps.115 million.

Sudamericana also owns Galicia Broker, a company dedicated to brokerage in different lines of insurance that is regulated by the guidelines of the Corporations Law, which provided for a minimum capital requirement of Ps.100,000.

Government Regulation

General

All companies operating in Argentina must be registered with the Argentine Public Registry of Commerce. In addition, any company with publicly issued equity or debt securities is subject to the rules and regulation of the CNV. Further, financial institutions, such as Grupo Financiero Galicia and Banco Galicia, are subject to BCRA regulations. All companies operating in Argentina are also regulated by the Corporations Law.

As companies listed in Argentina, Grupo Financiero Galicia and Banco Galicia must comply with the disclosure, reporting, governance and other rules applicable to such companies in the markets in which they are listed and those of regulators in the countries in which they are listed, including the Capital Markets Law (including Decree No. 1023/13), Law No. 20,643, the Decrees No. 659/74 and No. 2,220/80, as well as Decree No. 677/01, the Decree for Transparency in the Public Offering (“Régimen de la Transparencia de la Oferta Pública”) including to the CNV’s General Resolution No. 622/2013 (as amended and/or supplemented, the “CNV Rules”).

In their capacity as public issuers of securities, Grupo Financiero Galicia and Banco Galicia are subject to the aforementioned rules. Since Grupo Financiero Galicia has publicly listed American Depository Shares (or “ADSs”) in the United States, it is also subject to the reporting requirements of the United States Securities and Exchange Act of 1934 (the “Exchange Act”) for foreign private issuers and to the provisions applicable to foreign private issuers under the Sarbanes Oxley Act. See Item 9 “The Offer and Listing Market Regulations”.

Banco Galicia’s operating subsidiaries are also subject to the following laws: Law No. 25,156, as amended (the Competition Defense Law or, in Spanish “Ley de Defensa de la Competencia”), Law No. 22,820, as amended (Fair Business Practice Law, in Spanish “Ley de Lealtad Comercial”) and Law No. 24,240, as amended (the Consumer Protection Law or, in Spanish “Ley de Defensa del Consumidor”).

As a financial services holding company, we do not have a specific institution that regulates our activities. Our banking and insurance subsidiaries are regulated by different regulatory entities. The Argentine Central Bank is the main regulatory and supervising entity for Banco Galicia.

The banking industry is highly regulated in Argentina. Banking activities in Argentina are regulated by Law No. 21,526, as amended (the “FIL”), which places the supervision and control of the Argentine banking system in the hands of the Argentine Central Bank. The Argentine Central Bank regulates all aspects of financial activity. See “Argentine Banking Regulation” below.

Banco Galicia and our insurance subsidiaries are subject to Law No. 25,246 which was passed on April 13, 2000 (as amended, among others, by Laws No. 26,087, 26,119, 26,683 and 26,734, together to which we refer to as the Anti-Money Laundering Law), which provides for an anti-money laundering framework in Argentina, including Laws No. 26,268 and 27,304, which amend Law No. 25,246 to include activities associated with terrorism and its financing within the scope of criminal activities. Furthermore, the Anti-Money Laundering Law created the Financial Information, which established an administrative criminal system.

 

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Sudamericana’s insurance subsidiaries are regulated by the National Insurance Superintendency and Laws No. 17,418, as amended and No. 20,091. Galicia Broker is regulated by the National Insurance Superintendency, through Law No. 22,400.

The Regional Credit Card Companies and the credit card activities of Banco Galicia are regulated by Law No. 25,065, as amended (the “Credit Card Law”). Both the Argentine Central Bank and the Undersecretary of Domestic Trade have issued regulations to, among other things, enforce public disclosure of companies’ pricing (fees, interest rates, and advertising) in order to ensure consumer awareness of such pricing. See “Credit Cards Regulation”.

Net Investment is regulated by the Corporations Law, as previously noted, and is not regulated by any specific regulatory agency. Galicia Warrants is regulated by Law No. 9,643.

On January 6, 2002, the Argentine Congress enacted Law No. 25,561 (the “Public Emergency Law” as amended and supplemented), which, together with various decrees and Argentine Central Bank rules, provided for the principal measures with which to manage the 2001-2002 financial crisis, including Asymmetric Pesification and eliminating the requirement that the Central Bank’s reserves in gold, foreign currency and foreign currency denominated debt be at all times equivalent to 100% of the monetary base, among others. Recently the Argentine Government decided not to extend the term of the Public Emergency Law that had previously been extended annually.

Foreign Exchange Market

In January 2002, through the Public Emergency Law, Argentina declared a public emergency situation in respect of its social, economic, administrative, financial and foreign exchange matters and authorized the Argentine Executive Branch to establish a system to determine the foreign exchange rate between the Argentine Peso and foreign currencies and to issue foreign exchange-related rules and regulations. Within this context, on February 8, 2002, through Decree No. 260/2002, the Argentine Executive Branch established (i) a single and free-floating foreign exchange market (a “MULC”, or “Mercado Único y Libre de Cambios”) through which all foreign exchange transactions in a foreign currency must be conducted, and (ii) that foreign exchange transactions in a foreign currency must be conducted at the foreign exchange rate to be freely agreed upon among the contracting parties, subject to the requirements and regulations imposed by the Argentine Central Bank.

On June 9, 2005, through Decree No. 616/2005, the Argentine Executive Branch mandated that inflows of funds into the MULC arising from foreign debt incurred by residents (subject to certain exceptions) and all inflows of funds of non-residents channeled through the MULC for certain concepts were required to be credited into a local account and maintained for a “Minimum Stay Period”, requiring a mandatory deposit for 30% of the amount of the transaction for a period of 365 calendar days. Such requirements were eliminated by the Macri administration.

As a result of the new policies, on December 28, 2015 the Argentine Central Bank issued Communication “A” 5861 and Communication “A” 5864 which specifically abrogated both Communication “A” 4864 and Communication “A” 4882. On December 29, 2015, the CNV issued Resolution No. 651, which abrogated the prior CNV regulations that complemented the restrictions issued by Communication “A” 4864 and “A” 4882.

In February 2017, the Ministry of Economy and Public Finance (Ministerio de Hacienda y Finanzas Públicas) issued Resolution No. 1/2017, which reduced the “Minimum Stay Period” described above to zero days.

As of July 1, 2017, with the issuance of Communication “A” 6244, the foreign exchange rules and regulations described above were reversed. The main provisions which currently govern the foreign exchange market, as amended by Communication “A” 6312, are summarized below:

Access to the Foreign Exchange Market

Access to the MULC is now available to all individuals and corporations for use with respect to incoming and outgoing funds to or from Argentina, irrespective of the individual’s or corporation’s domicile. Consequently, individuals and corporations may access the MULC without limitation and without the need to request prior authorization from the Argentine Central Bank in order to, among other things, make payments of principal and interest on foreign debt or for the prepayment of any debt, drawing on foreign credit facilities, making foreign investments, paying for imports of goods, paying for services abroad or entering into service contracts, making collections and payments between residents, making distributions or paying dividends abroad, and effecting the purchase or sale of non-performing financial assets.

 

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Investments of residents abroad

Currently there are no restrictions, nor are prior authorizations required, for the purpose of making investments abroad. Residents (and non-residents) can freely access, without amount (or any other) limitations, the exchange market in order to make transfers abroad for investments.

Investments of non-residents and repatriation of funds abroad

Since current regulations no longer distinguish between foreign exchange transactions that can be made by residents and by non-residents, the latter can also freely access the foreign exchange market. As such, non-residents may make investments in Argentina and may also repatriate such funds at any time and without requesting prior authorization from the Argentine Central Bank.

Financial Indebtedness

Currently there are no restrictions or deadlines for the purpose of accessing the MULC to enter into or to repay financial loans provided by non-residents. There is no obligation to deposit in Argentina proceeds received from loans entered into outside of Argentina, not even as a condition to accessing the MULC in order to make payments on such loan.

In addition, there is no longer a prescribed “Minimum Stay Period” during which funds deposited in Argentina must remain in the country.

Argentine Central Bank Reporting Regime

In light of the foregoing, the Argentine Central Bank’s reporting regime has been updated as described below. Effective December 31, 2017, Communication “A” 6401 brought reporting requirements with respect to debt securities and external liabilities of the financial and private non-financial sector and direct investments of companies in such sector under one regime for “Assets and External Liabilities”. The reporting regime is divided into the following five subsections: (i) capital and mutual fund participations; (ii) non-negotiable debt instruments; (iii) negotiable debt instruments; (iv) financial derivatives; and (v) land, structures and real estate.

The completion and validation of the information corresponding to foregoing must be done electronically through the Federal Public Revenue Administration website. Such information must be reported within 180 calendar days of fiscal year end for annual statements, and within 45 calendar days as of fiscal quarter end for quarterly statements.

Taking into account the above, as of December 31, 2017, an Argentine resident investor must comply with this reporting regime only if the value of its investments abroad reaches or exceeds the equivalent of U.S. $1,000,000 (based on the net value of its total external assets and liabilities during the previous calendar year or the balance of holdings of external assets and liabilities at the end of the previous calendar year). If the value of such resident investor’s investments is less than the equivalent of U.S. $1,000,000, compliance with such reporting regime is optional. Further, if the value of such resident investor’s investments abroad reaches or exceeds the equivalent of U.S. $1,000,000, but does not exceed the equivalent of U.S. $50,000,000, the reporting regime must only be complied with on an annual basis.

Foreign Exchange Criminal Regime

Exchange operations can only be carried out through the entities authorized for such purposes by the Argentine Central Bank. As such, any exchange operation that does not comply with the provisions of the applicable regulations will be subject to the Foreign Exchange Criminal Regime, which provides sanctions such as the imposition of fines of up to ten times the amount of the operation in breach and imprisonment in certain instances. The Criminal Exchange Regime is regulated by Law 19,359 and Argentine Central Bank regulations.

These rules do not prevent the application of any other applicable law for the prevention of money laundering, terrorist financing and other illegal activities.

 

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Compensation to Financial Institutions

For the Asymmetric Pesification and its Consequences

Decree No. 214/02 provided for compensation to financial institutions, for (i) losses caused by the mandatory conversion into Pesos of most of their liabilities at the Ps.1.40 per U.S. $1.00 exchange rate (which was greater than the Ps.1 per U.S. $1.00 exchange rate established for the conversion into Pesos of their Foreign currency-denominated assets), through the delivery of a Peso-denominated Compensatory Bond issued by the Argentine government; and (ii) the currency mismatch left on financial institutions’ balance sheets after the compulsory pesification (conversion into pesos) of certain assets and liabilities, through the conversion of the abovementioned Peso-denominated Compensatory Bond into a Foreign currency-denominated Compensatory Bond, which was achieved by the purchase of a Foreign currency-denominated Hedge Bond. For such purpose, the Argentine government established the issuance of a Foreign currency-denominated bond bearing Libor and maturing in 2012 (Boden 2012 Bonds).

The compensation procedure applicable to Banco Galicia, under the terms of Decree No. 214/02, was completed in April 2007.

For Differences Related to Amparo Claims

As a result of the provisions of Decree No. 1,570/01, the Public Emergency Law, Decree No. 214/02 and concurrent regulations, and as a result of the restrictions on cash withdrawals and of the issuance of measures that established the pesification and restructuring of foreign-currency deposits since December 2001, a significant number of claims have been filed against the Argentine government and/or financial institutions, formally challenging the emergency regulations and requesting prompt payment of deposits in their original currency. Most courts have declared the emergency regulations unconstitutional.

Through Communication “A” 3916, dated April 3, 2003, the Argentine Central Bank allowed for the recording of an intangible asset on account of the difference between the amount paid by financial institutions pursuant to legal actions, and the amount resulting from the conversion into Pesos of the balance of the foreign currency deposits reimbursed, at the exchange rate of 1.4 Pesos per Dollar (adjusted by the CER plus accrued interest as of the payment date). In addition, it established that the corresponding amount must be amortized in 60 monthly equal and consecutive installments beginning in April 2003.

On November 17, 2005, through Communication “A” 4439, the Argentine Central Bank established that, beginning in December 2005, from the date of such regulation forward, financial institutions providing new commercial loans with an average maturity of greater than two years could defer the losses related to the amortization of amparo claims. The maximum deferrable amount was 10% of a financial institution’s RPC or 50% of the new commercial loans. Likewise, financial institutions were not able to reduce the remainder of their commercial loan portfolio. This methodology was applied until December 2008, when the balances recorded as of that date began to be amortized in up to 36 monthly equal and consecutive installments.

With respect to judicial deposits that have been subject to pesification, the Argentine Central Bank established that, beginning in July 2007, financial institutions must establish provisions in an amount equal to the difference that results from comparing such deposits’ balances at each month’s end, as measured in their original currency, and the corresponding Peso balances actually recorded on their books. Such provision, established as of December 31, 2015 and charged to income, amounted to Ps.8 million in fiscal year 2016.

During fiscal year 2010, Banco Galicia amortized the total remaining balance of the deferred losses from amparo claims for Ps.281 million.

Banco Galicia has complied with Argentine Central Bank regulations concerning the amortization of amparo claims. However, Banco Galicia reserves the right to make claims in view of the negative effect on its financial condition caused by compliance with court orders, in excess of the provisions of the above-mentioned regulations. On December 30, 2003, Banco Galicia formally requested from the executive branch of the Government, with a copy of such request sent to the Argentine Ministry of Economy and to the Argentine Central Bank, the payment of due compensation for the losses incurred in connection with Asymmetric Pesification.

 

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In June 2014, through Resolution No. 365, the Ministry of the Economy and Public Finance rejected an administrative claim filed by Banco Galicia. Before the due date set for said action, the Bank’s Board of Directors decided not to pursue further legal action with respect to such claim.

Argentine Banking Regulation

The following is a summary of certain matters relating to the Argentine banking system, including provisions of Argentine law and regulations applicable to financial institutions in Argentina. This summary is not intended to constitute a complete analysis of all laws and regulations applicable to financial institutions in Argentina.

General

Since 1977, banking activities in Argentina have been regulated by the Argentine Financial Institutions Law (the “FIL”), which places the supervision and control of the Argentine banking system in the hands of the autonomous Argentine Central Bank, the principal monetary and financial authority in Argentina that operates independently from the Argentine government. The Argentine Central Bank enforces the FIL and grants authorization to banks to operate in Argentina. The FIL confers numerous powers to the Argentine Central Bank, including the ability to grant and revoke bank licenses, authorize the establishment of branches of Argentine banks outside of Argentina, approve bank mergers, capital increases and certain transfers of stock, set minimum capital, liquidity and solvency requirements and lending limits, grant certain credit facilities to financial institutions in cases of temporary liquidity problems and to promulgate other regulations and to enforce the FIL. The Argentine Central Bank has vested the Superintendency with most of the Argentine Central Bank’s supervisory powers. Such entity is responsible for enforcing Argentina’s banking laws, establishing accounting and financial reporting requirements for the banking sector, monitoring and regulating the lending practices of financial institutions and establishing rules for participation of financial institutions in the foreign exchange market and the issuance of bonds and other securities, among other functions. In this section, unless otherwise stated, references to the Argentine Central Bank should be understood to be references to the Argentine Central Bank acting through the Superintendency. FIL grants the Argentine Central Bank broad access to the accounting systems, books, correspondence, and other documents belonging to banking institutions. The Argentine Central Bank regulates the supply of credit and monitors the liquidity, and generally supervises the operation, of the Argentine banking system.

Current regulations equally regulate Argentine and foreign owned banks.

Principal Regulatory Changes since 2002

On January 6, 2002, the Argentine government enacted the Public Emergency Law, as amended and supplemented, (Ley de Emergencia Pública) to address the 2001-2002 economic crisis in its social, economic, administrative, financial and foreign exchange matters. The principal measures taken by the Argentine government during 2002, both through the enactment of the Public Emergency Law and a series of decrees and other regulations, include the following: (i) the ratification of the suspension of payments on most public debt, with the exception of debts owed to multilateral lending agencies; (ii) the repeal of sections of the Convertibility Law (Ley de Convertibilidad) that established, since 1991, a 1 to 1 parity between the Peso and the Dollar, the devaluation of the Peso, and an exchange rate fluctuation regime, which domestically resulted in a decrease in the value of the Peso against the Dollar of around 240% during 2002; (iii) the amplification of exchange controls and restrictions on transfers abroad, which measures began to be eased towards the end of 2002; (iv) the ratification and extension of the restrictions on cash withdrawals from bank deposits that were established in December 2001 (the “corralito”), and later lifted in December 2002; (v) Asymmetric Pesification, the specific details of which are as follows: (a) Foreign currency-denominated debts of individuals and companies with financial institutions were converted into debt denominated in Pesos at an exchange rate of Ps.1.00 per U.S. $1.00 (1:1), (b) Foreign currency-denominated public sector debt to the financial sector were converted into Peso-denominated debt instruments at an exchange rate of Ps.1.40 per U.S. $1.00 (1.40:1), and (c) Foreign currency-denominated bank deposits were converted into Peso-denominated bank deposits at an exchange rate of Ps.1.40 per U.S. $1.00 (1.40:1), while foreign regulated public sector debt held by banks and companies remained Foreign currency-denominated; (vi) the modification of the return on assets and cost of liabilities “pesified” at the rate of Ps.1.40 per U.S. $1.00 through the establishment of maximum and minimum interest rates and capital adjustments in accordance with retail price or wage change indices; (vii) the extension of the maturities of Peso-denominated time deposits and deposits originally denominated in foreign currency, above a certain amount, which established a payment schedule with maturities in 2003 or 2005, depending on whether the deposits were originally made in Pesos or Dollars (the “corralón”); (viii) the voluntary

 

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exchange of corralito or corralón deposits for Argentine government bonds (through Decree No. 739/03, dated April 1, 2003, the corralón was eliminated); (ix) the amendment of the charter of the Argentine Central Bank (see “General” above); and (x) the compensation to financial institutions, through bonds issued by the Argentine government for the losses caused by asymmetric pesification. The executive branch of the Argentine government and the Argentine Central Bank have provided a set of rules for determining the amount of compensation for losses related to asymmetric pesification, although certain financial entities claim that the compensation established by such rules is not adequate to cover the losses that they have experienced.

The application of this law was extended annually until November 4, 2015, when the Argentine Congress extended the validity of the Public Emergency Law until December 31, 2017. Such law has not been further extended since such date.

Supervision

As the regulator of the Argentine financial system, the Argentine Central Bank requires financial institutions to submit information on a daily, monthly, quarterly, semiannual and annual basis. These reports, which include balance sheets and income statements, information relating to reserve funds, use of deposits, portfolio quality (including details on debtors and any established loan loss provisions) and other pertinent information, allow the Argentine Central Bank to monitor financial institutions financial condition and business practices.

The Argentine Central Bank periodically carries out formal inspections of all banking institutions in order to monitor compliance by banks with legal and regulatory requirements and confirm the accuracy of the information provided to the Argentine Central Bank. If Argentine Central Bank rules are breached, it may impose various sanctions depending on the magnitude of the infringement. These sanctions range from warning calls up to the imposition of fines, or even the revocation of the financial institution’s operating license. Moreover, non-compliance with certain rules may result in the obligatory presentation to the Argentine Central Bank of specific adequacy or regularization plans. The Argentine Central Bank must approve these plans in order for the financial institution to remain operational.

Financial institutions operating in Argentina have been subject to the supervision of the Argentine Central Bank on a consolidated basis since 1994. Information regarding “Limitations on Types of Business,” “Capital Adequacy Requirements,” “Lending Limits,” and “Loan Classification System and Loan Loss Provisions”, related to a bank’s loan portfolio, is calculated on a consolidated basis. However, regulations relating to a bank’s deposits are not based on consolidated information, but on such bank’s deposits in Argentina (for example, liquidity requirements and contributions to the deposit insurance system).

Examination by the Argentine Central Bank

The Argentine Central Bank began to rate financial institutions based on the “CAMEL” quality rating system in 1994. Each letter of the CAMEL system corresponds to an area of the operations of each bank being rated, with: “C” standing for capital, “A” for assets, “M” for management, “E” for earnings, and “L” for liquidity. Each factor is evaluated and rated on a scale from 1 to 5, with 1 being the highest rating an entity can receive. The Argentine Central Bank modified the supervision system in September of 2000. The objectives and basic methodology of the new system, referred to as “CAMELBIG,” do not differ substantially from the CAMEL system. The components were redefined in order to evaluate business risks separately from management risks. The components used to rate the business risks are: capital, assets, market, earnings, liquidity and business. The components to rate management risks are: internal control and the quality of management. By combining the individual factors under evaluation, a combined index can be populated that represents the final rating for the financial institution.

After temporarily halting such examinations as a result of the 2001-2002 financial and economic crisis, the Argentine Central Bank resumed the examination process, which remains in effect as of the date of this filing. In Banco Galicia’s case, the first examination after the 2001-2002 financial crisis was based on the information as of June 30, 2005. New examinations were conducted, the last one of which was based on information as of April 30, 2013.

 

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Regulatory capital (Minimum Capital Requirements)

Financial entities are subject to the capital adequacy rules of the Argentine Central Bank, consequently Banco Galicia, as a commercial bank, must maintain a minimum capital amount measured as of each month’s closing. Argentine Central Bank regulations establish that financial institutions legal capital should be equal to the greater value resulting from the comparison between the applicable basic requirement (corresponding to the type of entity) and the sum of those determined by credit and market risk, as well as operational risk.

The minimum basic capital requirement for a commercial bank located in the City of Buenos Aires, such as Banco Galicia, is a capital reserve of at least Ps.26 million. The minimum capital requirements related to credit risk, which are calculated according to a formula created by the Argentine Central Bank, are designed to establish the minimum capital necessary to offset the risk that the counterparty does not comply with its obligation in a transaction related to the assets that are being reviewed. The minimum capital requirements related to market risks are designed to offset the eventual losses generated by a change of market rates or of credit quality, which would affect the assets and liabilities of the bank. Such market risk includes (among other risks) liquidity risk and interest rate risk. Operational risk includes the possibility of incurring a failure or deficiency in losses as a result of external events or as a result of a failure or deficiency in internal processes, human error or internal systems.

In order to verify compliance with the minimum capital requirements, the Argentine Central Bank considers the computable regulatory capital (“RPC”) of a particular entity (i.e. capital that the entities actually have). Pursuant to the Argentine Central Bank’s regulations, a bank’s RPC is the sum of the minimum core capital (Tier 1 capital) and supplementary capital (Tier 2 capital), minus certain deductible concepts. The Argentine Central Bank considered Basel III requirements in order to regulate the RPC (and listed the assets included in each Tier as well the deductible concepts in accordance with such rules).

According to the Argentine Central Bank’s regulations, any financial institution operating with an RPC under the minimum capital requirements must: (i) pay-in the correspondent amount within the following two months from the month in which it fails to comply with the requirement, or (ii) submit to the Superintendency a regularization and reorganization plan within the following 30 calendar days counted as from the last day of the month in which it fails to comply with the requirement. The Superintendency may appoint a supervisor and impose restrictions on distribution of dividends, among other actions, when non-compliance with the RPC requirements occurs.

In addition, any financial institution operating under the daily integration of the minimum capital requirement related to market risk (when such failure is caused by the requirements established to guard against interest rate risk, foreign exchange risk or equity price risk), must pay-in the corresponding amount necessary to comply with the requirements and/or reduce its asset position until the applicable requirement is complied with, within a term of 10 business days counted from the first failure to comply with the requirements. In case the non-compliance situation remains after such term has elapsed, the entity must submit to the Superintendency a regularization and reorganization plan within the following 5 days.

Legal Reserve

The Argentine Central Bank and FIL rules, requires that every year banks allocate to a legal reserve a percentage of their net profits established by the Argentine Central Bank, which currently amounts to no more than 20% and no less than 10% of their yearly income. Such reserve may only be used during periods in which such financial institution has incurred losses and has exhausted all other reserves. Distribution of dividends will not be allowed if the legal reserve is not met.

Profit Distribution

In accordance with Communications “A” 5827,“A” 6013 and “A” 6304, financial institutions profit distribution (the concept under which a payment of dividends is included) must be authorized by the Superintendency.

The Argentine Central Bank states that at least one month prior to the filing of an application for the Superintendency’s approval for a profit distribution, it must be verified that the financial institution requesting such approval: (i) is not subject to the provisions of Sections 34, “Regularization and sanitation” (“Regularización y saneamiento”) and 35 of the FIL, “Restructuring of the entity in receipt of credit and bank deposits” (“Reestructuración de la entidad en resguardo del crédito y los depósitos bancarios”), (ii) did not receive financial

 

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assistance related to illiquidity from the Argentine Central Bank, (iii) completes in a timely manner all reporting requirements established by the Argentine Central Bank, and (iv) has no deficiencies related to minimum capital integration, on both an individual and consolidated basis, or related to the minimum cash requirements (on average), whether in Pesos, foreign currency or securities issued by the public sector).

Additionally, Communication “A” 3785 requires that if a given financial institution holds securities issued by the Argentine government under Decree 905/02 as compensation for losses related to asymmetric pesification, that are recorded at their “technical value,” such entity may not distribute profits unless the amount of such distribution exceeds the difference between the registration and listing values of the aforementioned government securities.

However, a profit distribution cannot be made in any of the following circumstances:

• if the average minimum cash reserve is lower than the amount of cash required by the latest reported position or the pro-forma position after making the profit distribution; and/or

• if the financial institution did not comply with the applicable Additional Capital Margins.

In addition, for financial institutions that are branches of foreign financial institutions, the Superintendency will consider the liquidity and solvency of their headquarters and the markets in which they operate in order to allow for the profit distribution.

Legal Reserve Requirements for Liquidity Purposes

The deposit amount minus the minimum cash requirement determines the “lending capacity” of a particular deposit.

The Argentine Central Bank modifies the applicable minimum cash requirement from time to time depending on monetary policy considerations.

The then-applicable minimum cash requirement will be applied to the monthly average of the daily balances of the assets, calculated at the close of each business day during the applicable calendar month, taken into account for the purpose of calculating “lending capacity”.

The averages will be obtained by dividing the sum of the daily balances by the total amount of days of each month. For days in which no movement is recorded, the balance corresponding to the immediately preceding day. Compliance with minimum cash requirements must be made in the same debt currency and/or instrument that corresponds to the requirement (with certain exceptions), and might be completed through (i) checking accounts, denominated in Pesos, opened by financial entities in the Argentine Central Bank; (ii) “Minimum Cash Accounts”, denominated in dollars or other foreign currencies, opened by financial entities in the Argentine Central Bank; (iii) special guarantee accounts in favor of clearing houses and for coverage of credit cards, vouchers and ATM operations and for transfer settlement of immediate funds; (iv) non-bank financial entities checking accounts opened in commercial banks for the requirement of minimum cash integration; (v) special accounts opened in the Argentine Central Bank linked for the provision of social security benefits in charge of National Social Security Administration (“Administración Nacional de la Seguridad Social” or ANSES) and (vi) “sub-accounts 60” minimum cash of public securities and debt instruments issued by the Argentine Central Bank, at market value.

According to Communication “A” 6341 (as modified and complemented), the percentages of minimum cash requirements applicable in accordance with Argentine Central Bank rules, are as follows:

 

    Demand deposits:

 

    Peso-denominated checking accounts and savings accounts: 20%.

 

    Savings accounts denominated in foreign currency: 25%.

 

    Fixed term deposits, including those adjusted by CER (by remaining maturity):

 

    Peso-denominated: up to 29 days: 14%; from 30 to 59 days: 10%; from 60 to 89 days: 5%; from 90 to 179 days: 1%; from 180 to 365 days: 0%.

 

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    Foreign currency-denominated: up to 29 days: 23%; from 30 to 59 days: 17%; from 60 to 89 days: 11%; from 90 to 179 days: 5%; from 180 to 365 days: 2%; and more than 365 days: 0%.

Deficiencies of minimum cash and daily integrations in pesos are subject to a fine equivalent to twice the BADLAR rate of private banks for pesos deposits, informed for the last business day of relevant period (according to Communication “A” 5356 and modifications).

Deficiencies of minimum cash and daily integrations in foreign currency are subject to a fine equivalent to twice the private banks BADLAR rate in dollars or twice the 30-day LIBOR rate for operations in that currency, informed for the last business day of relevant period or last available, whichever is higher (according to Communication “A” 5356 and modifications).

As of December 31, 2017, Banco Galicia was in compliance with its legal reserve requirements and continued to be in compliance as of the date of this annual report.

Limitations on Types of Business

In accordance with the provisions of the FIL, commercial banks are authorized to carry out all activities and operations which are not strictly prohibited by law or by the Argentine Central Bank regulations. Permitted activities include the capacity to: grant and receive loans; receive deposits from the general public in local and foreign currency; secure its customers’ debts; acquire, place and trade with shares and debt securities in the Argentine over-the-counter market, subject to the prior approval of the CNV; carry out operations in foreign currencies; act as trustee; and issue credit cards.

In order to calculate the legal reserves requirements for liquidity purposes described above, it is not necessary to deduct the capital stock allocated to foreign branches from a bank’s shareholders’ equity.

Pursuant to the Argentine Central Bank’s regulations, financial institutions are not allowed to hold more than a 12.5% interest (or more than a specific percentage of the financial institution’s adjusted shareholders’ equity) in the outstanding capital of a company which does not provide services complementary to those offered by financial institutions. The Argentine Central Bank determines which services are complementary to those provided by financial institutions. To date has been determined that such services include those offered in connection with stock brokerage, the issuance of credit, debit or similar cards, financial intermediation in leasing and factoring transactions.

Non-banking financial institutions are not allowed to provide certain services and activities, such as opening checking accounts, , among other activities.

Capitalization of Debt Instruments

Communication “A” 6304 of the Argentine Central Bank provides that all regulations related to capital increases must be cash contributions. However, the regulation establishes that subject to the prior authorization of the Superintendency, the following instruments are allowed as capital contributions: (i) securities issued by the Argentine government, (ii) debt instruments issued by the Argentine Central Bank, and (iii) a financial institution’s deposits and other liabilities resulting from its financial brokerage activities, including subordinated obligations. With respect to instruments (i) and (ii), the contributions must be recorded at their market value. It is understood that an instrument has a market value when it is regularly listed on regulated local or foreign stock markets and traded on such markets in such amounts that the liquidation of such instruments does not significantly affect the listing price of such instruments. With respect to clause (iii) above, contributions must be recorded at their market value, as defined in the previous sentence or, in the case of financial institutions that publicly offer their stock, at the price determined by the applicable regulatory authority. If the aforementioned conditions are not met, the instruments in question will not be contributable as capital.

Deposits and other liabilities resulting from a given financial institution’s financial brokerage activities, including subordinated obligations that are not permitted to be traded in local or foreign regulated secondary markets, will be allowed to be contributed as capital at their accounting value, pursuant to Argentine Central Bank rules.

 

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Lending Limits

The total equity stake and credit amounts, including collateral, that a bank is allowed to grant to a customer at any time is based on the bank’s adjusted shareholders’ equity as of the last day of the immediately preceding month and on the customer’s shareholders’ equity.

In accordance with the Argentine Central Bank’s regulations, a commercial bank shall not lend or provide credit (“financial assistance”) in favor of, nor hold shares in the capital stock of, a single unaffiliated customer (together with its affiliates) for amounts higher than 15% of the bank’s adjusted shareholders’ equity or 100% of the customer’s shareholders’ equity. Nevertheless, a bank may provide additional financial assistance to such customer up to a sum equivalent to 10% of the bank’s adjusted shareholders’ equity, if the additional financial assistance is secured by certain liquid assets, including government or private debt securities.

The total amount of financial assistance a bank is authorized to provide to a borrower and its affiliates is also limited based on the borrower’s shareholders’ equity. The total amount of financial assistance granted to a borrower and its affiliates shall not be higher than, in the aggregate, 100% of such borrower’s shareholders’ equity, although such limit may be increased an additional 200% of the borrower’s shareholders’ equity if the sum does not exceed 2.5% of the bank’s adjusted shareholders’ equity.

Global exposure to the public sector (national, provincial and municipal public sector) shall not be higher than 75% of an institution’s adjusted shareholders’ equity. Additionally, Section 12 of Communiqué “A” 3911, as amended, establishes that the average monthly financial assistance to non-financial public sector, in the aggregate, shall not be higher than 35% of the bank’s total assets as of the end of the previous month.

The Argentine Central Bank also regulates the level of “total financial exposure” (defined as financial assistance or credit plus equity participations) of a bank to a “related party”. Until August 2013 a related party was defined as bank’s affiliates and related individuals, “affiliate” meaning any entity over which a bank, directly or indirectly, has control, is controlled by, or is under common control with, or any entity over which a bank has, directly or indirectly, significant influence with respect to such entity’s corporate decisions, and “related individuals” meaning bank’s directors, senior management, syndics (síndicos) and such persons’ direct relatives. On August 9, 2013, the Argentine Central Bank issued the Communiqué “A” 5472, through which the definition of related parties was modified and broadened.

The Argentine Central Bank limits the level of total financial exposure that a bank can have outstanding to related parties, depending on the rating granted to each bank by the Superintendency. Banks rated 4 or 5 are forbidden to extend financial assistance to related parties. For banks ranked between 1 and 3, the financial assistance without guarantees to related parties cannot exceed, together with any equity participation held by the bank in its affiliates, 5% of such bank’s RPC. The bank may increase its financing to such related parties up to an amount equal to 10% of such bank’s RPC if the financial assistance is secured.

However, a bank may grant additional financial assistance to such related parties up to the following limits:

 

  Individual maximum limits for customers over which a bank has control

 

    Domestic financial entities

 

    Financial institutions rated 1, 2 or 3, subject to consolidation with the lender or the borrower:

 

    If the affiliate is a financial institution rated 1, the amount of total financial exposure can reach 100% of a bank’s RPC, and 50% for additional financial assistance.

 

    If the receiving affiliate financial institution is rated 2, the amount of total financial exposure can reach 20% and an additional 105% can be included.

 

    If the affiliate is a financial institution rated 3, the amount of total financial exposure can reach 10%, and additional financial assistance can reach 40%.

 

    Financial institutions not subject to consolidation with the lender or the borrower: 10%

 

    Domestic companies with complementary services

 

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    Domestic companies with complementary services associated with brokerage activities, financial brokerage in leasing and factoring operations, and temporary acquisition of shares in companies to facilitate their development in order to sell such shares afterwards

 

    Controlling company rated 1: General assistance: 100%

 

    Controlling company rated 2: General assistance 10% / Additional assistance 90%

 

    Domestic companies with complementary services related to the issuance of credit cards, debit cards or other cards:

 

    Controlling company rated 1: General assistance: 100% / Additional assistance 50%

 

    Controlling company rated 2: General assistance 20% / Additional assistance 105%

 

    Controlling company rated 3: General assistance 10% / Additional assistance 40%

 

    In addition, subject to the 25% limitation on financial exposure at the end of every month, these companies can offer financing to financial services users, not subject to the Credit Cards Law but in compliance with regulations related to interest rates in financing operations, applying the corresponding factors.

 

    Domestic companies with complementary services, not subject to consolidation with the lender or the borrower : 10%

 

    Foreign financial entities:

 

    Investment grade: 10%

 

    No Investment grade: Unsecured 5%; Secured10%

 

  Individual maximum limits for customers over which there is a personal relationship

 

    Lender is rated from 1 to 3: 5% of its RPC.

In addition, the aggregate amount of a bank’s total financial exposure to its related parties, except for the ones subject to individual maximum limits higher than 10% (complementary services companies), may not exceed 20% of such bank’s RPC.

Notwithstanding the limitations described above, financial assistance is also limited in order to prevent risk concentration. To that end, a bank’s aggregate amount of non-exempt total financial exposure (including equity interests) independently of whether customers qualify as such bank’s related parties or not, in the case in which such exposure exceeds 10% of such bank’s RPC, may not exceed three times the bank’s RPC excluding total financial exposure to domestic financial institutions, or five times the bank’s RPC, including such exposure.

For a second grade financial institution (i.e. a financial institution that provides financial products to other banks and not to retail customers), the latter limit is ten times such financial institution’s RPC.

Banco Galicia has historically complied with such rules.

Loan Classification System and Loan Loss Provisions

For a description of the Argentine Central Bank’s loan classification system and the Argentine Central Bank’s minimum loan loss provisions requirements, see “—Selected Statistical Information—Main Argentine Central Bank’s Rules on Loan Classification and Loan Loss Provisions”.

Limitation on Fees and Other Substantial Elements

The Argentine Central Bank has issued regulations limiting amounts that entities can charge as credit card fees, as well as fees that can be charged for financial services rendered by financial entities, credit card issuers (and other similar entities). Such regulations provide that such fees must be duly justified from a technical and economic point of view and must be in relation to the total financial costs incurred by any such financial institution. Further, such Laws provide that applicable interest rates must be set forth.

In addition, such regulations provide that in order to modify fees and other conditions established in agreements executed by and between financial entities and consumers, the following requirements must be met (i) reasons for fees increases must be established in the agreements and must be duly justified; (ii) modifications cannot change the core or fundamental provisions of the agreement; (iii) the consumer must be duly informed of any such changes; and (iv) for the imposition of new fees, the consumer’s consent must be obtained.

 

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Foreign Currency Position

The Foreign Currency Global Position of a financial institution (defined as the assets and liabilities arising from financial intermediation and securities denominated in foreign currency) used to be limited by the Argentine Central Bank regulations. Currently, since the enactment of Communication “A” 6244 financial entities may determine their own Foreign Currency Global Position.

Deposit Insurance System

In 1995, Law No. 24,485 and Decree No. 540/95, as amended, created a mandatory deposit insurance system for bank deposits and delegated to the Argentine Central Bank the organization and start-up of the deposit insurance system. The deposit insurance system was implemented through the creation of a fund named Fondo de Garantía de los Depósitos (“FGD”), which is administered by Seguros de Depósitos S.A. (“Sedesa”). The shareholders of Sedesa are the Argentine government, through the Argentine Central Bank, which holds at least one share, and a trust constituted by the financial institutions which participate in the fund.

The Argentine Central Bank establishes the extent of participation by each institution in proportion to the resources contributed by each such institution to the FGD. Banks must contribute to the FGD on a monthly basis in an amount that is currently equal to 0.015% of the monthly average of daily balances of such institution’s deposits (both Peso- and foreign currency-denominated).

In addition, when the contributions to the FGD reach the greater of Ps.2 billion or 5.0% of total deposits, the Central Bank may suspend or reduce the monthly contributions and reinstate the same when contributions fall below such required level.

The deposit insurance system covers all Peso and foreign currency deposits held in demand deposit accounts, savings accounts and time deposits for an amount up to Ps.450,000 per person, account and deposit. Certain deposits are not covered by the guarantee of the deposit insurance system, such as deposits received at rates higher than the reference rate in accordance with the limits established by the Argentine Central Bank, deposits acquired by endorsement, and those made by persons related to the financial institution (as defined by Argentine Central Bank regulations). The guarantee provided by the deposit insurance system must be made effective within 30 days from the revocation of the license of a financial institution, subject to the outcome of the exercise by depositors of their priority rights described under “—Priority Rights of Depositors” below. The Argentine Central Bank may modify, at any time, and with general scope, the amount of the mandatory deposit guarantee insurance.

Decree No. 1292/96 enhanced Sedesa’s functions by allowing it to provide equity capital or make loans to Argentine financial institutions experiencing difficulties and to institutions that buy such financial institutions or their deposits. As a result of such decree, Sedesa has the flexibility to intervene in the restructuring of a financial institution experiencing difficulties prior to bankruptcy.

Debt securities issued by banks are not covered by the deposit insurance system.

Priority Rights of Depositors

According to section 49(e) of the FIL, in the event of a judicial liquidation or the bankruptcy of a financial entity, the holders of deposits in Pesos and foreign currency benefit from a general priority right to obtain repayment of their deposits up to the amount set forth below, with priority over all other creditors, with the exception of the following: (i) deposits secured by a mortgage or pledge, (ii) rediscounts and overdrafts provided to financial entities by the Argentine Central Bank, according to section 17 subsections (b), (c) and (f) of the Argentine Central Bank Charter, (iii) credits provided by the Banking Liquidity Fund, which was created by Decree No. 32, dated December 26, 2001, secured by a mortgage and pledge and (iv) certain labor credits, including accrued interest until the date of their total repayment.

The holders of the following deposits are entitled to the general preferential right established by the FIL (following this order of preference):

 

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    deposits of individuals or entities up to Ps.50,000, or the equivalent thereof in foreign currency, with only one person per deposit being able to use this preference. For the determination of this preference, all deposits of the same person registered by the entity are computed;

 

    deposits in excess of Ps.50,000, or the equivalent thereof in foreign currency, referred to above;

 

    liabilities originated on commercial credit lines provided to the financial entity, which are directly related to international trade.

According to the FIL, the preferences set forth in previous paragraphs (i) and (ii) above are not applicable to deposits held by persons who are affiliates of the financial entity, either directly or indirectly as determined by the Argentine Central Bank.

In addition, pursuant to Section 53 of the FIL, the Argentine Central Bank has an absolute priority over all other creditors of the entity, except as provided by the FIL.

Deposit and Loans in Housing Units

In order to facilitate access to mortgage loans, though Communication “A” 5945, dated April 8, 2016, and complementary regulations, the Argentine Central Bank established a new type of loan denominated in housing units. The value of such housing units will be updated using the Reference Stabilization Coefficient.

Financing Loans for Economic Development

The Argentine Central Bank has implemented several policies in order to promote economic development and productivity in Argentina, pursuant to which certain financial institutions are required to allocate a certain percentage of funds for specific investments, such as providing financing to SMEs and investment projects. The Argetine Central Bank established new requirements with respect to such requirements for 2018 in Communication “A” 6352, dated November 3, 2017.

Financial Institutions with Economic Difficulties

The FIL establishes that financial institutions, including commercial banks such as Banco Galicia, which evidence a deficiency in their cash reserves, have not complied with certain required technical standards, including minimum capital requirements, or whose solvency or liquidity is deemed to be impaired by the Argentine Central Bank, must submit a restructuring plan to the Argentine Central Bank. Such restructuring plan must be presented to the Argentine Central Bank on the date specified by the Argentine Central Bank, which should not be later than 30 calendar days from the date on which the request is made by the Argentine Central Bank. In order to facilitate the implementation of a restructuring plan, the Argentine Central Bank is authorized to provide a temporary exemption from compliance with technical regulations and/or the payment of charges and fines that arise from such non-compliance.

The Argentine Central Bank may also, in relation to a restructuring plan presented by a financial institution, require such financial institution to provide guarantees or limit the distribution of profits, and appoint a supervisor, to oversee such financial institutions’ management, with the power to veto decisions taken by the financial institution’s corporate authorities.

In addition, the Argentine Central Bank’s charter authorizes the Superintendency, subject only to the prior approval of the president of the Argentine Central Bank, to suspend for up to 30 days, in whole or in part, the operations of a financial institution if its liquidity or solvency have been adversely affected. Notice of this decision must be given to the board of directors of the Argentine Central Bank. If at the end of such suspension period the Superintendency considers renewal necessary, such renewal can only be authorized by the board of directors of the Argentine Central Bank for an additional period not to exceed 90 days. During the suspension period: (i) there is an automatic stay of claims, enforcement actions and precautionary measures; (ii) any commitment increasing the financial institution’s liabilities is void, and (iii) acceleration of indebtedness and interest accrual is suspended.

If, in the judgment of the Argentine Central Bank, a financial institution is in a situation which, under the FIL, would authorize the Argentine Central Bank to revoke the financial institution’s license to operate as such, the Argentine Central Bank may, prior to considering such revocation, order a variety of measures, including (1) taking

 

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steps to reduce, increase or sell the financial institution’s capital; (2) revoking the approval granted to the shareholders of the financial institution to own an interest therein, giving a term for the transfer of such shares; (3) excluding and transferring assets and liabilities; (4) constituting trusts with part or all the financial institution’s assets; (5) granting of temporary exemptions to comply with technical regulations and/or pay charges and fines arising from such defective compliance; or (6) appointing a bankruptcy trustee and removing statutory authorities.

Furthermore, any actions authorized, commissioned or decided by the Argentine Central Bank under Section 35 of the FIL involving the transfer of assets and liabilities, or complementing such transfers, or that are necessary to execute the restructuring of a financial institution, as well as those related to the reduction, increase or sale of equity, are not subject to any court authorization and cannot be deemed inefficient in respect of the creditors of the financial institution which was the owner of the excluded assets, even though its insolvency preceded any such actions.

Dissolution and Liquidation of Financial Institutions

The Argentine Central Bank must be notified of any decision to dissolve a financial institution pursuant to the FIL. The Argentine Central Bank, in turn, must then notify a court of competent jurisdiction, which will determine who will liquidate the entity (the corporate authorities or an appointed, independent liquidator). This determination is based on whether or not sufficient assurances exist regarding the ability of such corporate authorities to carry out the liquidation properly.

Pursuant to the FIL, the Argentine Central Bank no longer acts as liquidator of financial institutions. However, when a restructuring plan has failed or is not considered viable, local and regulatory violations exist, or substantial changes have occurred in the financial institution’s condition since the original authorization was granted, the Argentine Central Bank may decide to revoke the license of the financial institution to operate as such. In this case, the law allows judicial or extrajudicial liquidation as in the case of voluntary liquidation described in the preceding paragraph.

The bankruptcy of a financial institution cannot be adjudicated until the license is revoked by the Argentine Central Bank. No creditor, with the exception of the Argentine Central Bank, may request the bankruptcy of the former financial institution before 60 days have elapsed since the revocation of its license.

Credit Cards Regulation

The Credit Cards Law establishes the general framework for credit card activities. Among other regulations, this law:

 

    sets a 2.5% cap on the rate a credit card company can charge merchants for processing customer card holders’ transactions with such merchants, calculated as a percentage of the customers’ purchases. With respect to debit cards, the cap is set at 1.2% and the amounts relating to the customers’ purchases should be processed in a maximum of 3 business days;

 

    establishes that credit card companies must provide the Argentine Central Bank with the information on their loan portfolio that such entity requires; and

 

    sets a cap on the interest rate a credit card company can charge a card holder, which cannot exceed the average interest rate charged by the issuer on personal loans by more than 25%; for non-bank issuers, such amount cannot exceed the financial system’s average interest rate on personal loans (published by the Argentine Central Bank) by more than 25%.

The Argentine Central Bank has issued regulations to enforce public disclosure of companies’ pricing (fees and interest rates) to ensure consumer awareness of such pricing.

In addition, during 2014 the Argentine Central Bank issued a series of regulations in order to establish caps on interest rates on personal loans, pledge loans and credit card loans, as well as to establish a requirement for an authorization to increase fees.

 

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Through its Communiqué “A” 5853, dated December 17, 2015, the Argentine Central Bank rescinded regulations related to limits on interest rates in respect of lending transactions.

Concealment and Laundering of Assets of a Criminal Origin

Law 25,246 (as amended in July 2011 by Law No. 26,683) incorporates money laundering as a crime under the Argentine Criminal Code. Additionally, with the goal of preventing money laundering, the UIF was created under the jurisdiction of the Argentine Ministry of Justice, Security and Human Rights. As a result of such modification, money laundering is now classified as a separate offense.

In addition to the above, Law No. 26,683 punishes “self-laundering”, which punishes money laundering tied to a crime the individual in question committed his or herself. It also includes certain tax offenses described in Article 303 of the Argentine Penal Code as punishable laundering behavior. The new standard falls under Article 303 of the Argentine Penal Code in the chapter titled “Crimes against economic and financial order.”

The minimum and maximum of the criminal scale will be doubled when (i) the foregoing acts were crimes that are particularly serious, meaning those crimes with a punishment that is greater than three years of imprisonment; (ii) the perpetrator committed the crime for profit; and (iii) the perpetrator regularly performs concealment activities.

The criminal scale can only be increased once, even when more than one of the above-mentioned acts occurs. In such case, the court may take into consideration the multiple acts when determining the original punishment.

In addition, the regulations establish that:

(i) within the framework of a review of reported suspicious activity, the person required by the UIF to provide information may not withhold it, claiming such information is a banking, stock market or professional secret, nor because it is legally or contractually confidential;

(ii) if after completing its analysis of the reported activity, the UIF finds sufficient elements to suspect that the activity is a money laundering operation pursuant to the law, then the UIF shall notify the Public Ministry in order to determine if a criminal prosecution should begin; and

(iii) people who have acted for their spouse, any relative that is related by blood up to the fourth degree or by marriage up to the second degree, or a close friend or person to whom they owe special gratitude, shall be exempted from criminal responsibility.

Notwithstanding the foregoing, pursuant to the Argentine Criminal Code, the exemption described in clause (iii) above shall not be effective in the following cases:

(i) with respect to a person who secures or helps the perpetrator of or a participant in a crime to secure the product or profit of the crime;

(ii) with respect to a perpetrator that committed the crime for profit;

(iii) with respect to a perpetrator that regularly performs concealment activities; or

(iv) with respect to any person who converts, transfers, administers, sells, encumbers, or uses money or any asset derived from any crime he was not involved in, with the possible result of giving the original or secondary assets the appearance of having a legal origin, and as long as their value is greater than Ps.50,000, through a single or series of related acts.

Finally, the law lists the parties that are obligated to report to the UIF, which include among others:

 

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- Financial institutions, agents and stock companies, and insurance companies,

- Public notaries and registered professionals whose activities are governed by the Consejo Profesional de Ciencias Económicas (Economic Sciences Professional Council), companies that receive donations or capital contribution for over Ps.70,000 and companies that organize and regulate professional sport events.

Banco Galicia formed the “Committee for the Control and Prevention of Money Laundering”, the name of which was changed in 2005 to the “Committee for the Control and Prevention of Money Laundering and Funding of Terrorist Activities”, which is responsible for establishing and maintaining the general guidelines for Banco Galicia’s strategy to control and prevent money laundering and the financing of terrorism.

For more information, see “Item 6. Directors, Senior Management and Employees-Functions of the Board of Directors of Banco Galicia”.

Banco Galicia has also appointed two directors to fulfill the roles of Compliance Officer and Substitute Compliance Officer. In addition, a unit specializing in this subject was created, the Anti-Money Laundering Unit; responsible for the execution of the policies passed by the committee and for the monitoring of control systems and procedures in order to ensure that they are adequate.

The “Guide for unusual or suspicious transactions within the scope of the financial and foreign exchange system” (passed by Resolution No. 121/2011 of the UIF) establishes the obligation to report, among others, the following investment related transactions: (i) investments related to purchases of government or corporate securities given in custody to the financial institution if such securities’ value appears to be inappropriate due to the type of business of the client; (ii) deposits or “back to back” loan transactions with branches, subsidiaries or affiliates of the bank in places known to be “tax havens” or countries or territories considered by the Financial Action Task Force as non-cooperative; (iii) client requests for investment management services (whether in foreign currency, shares or trusts) where the source of the funds is not clear or is not consistent with its business; (iv) significant and unusual movements in custodial accounts, (v) frequent use by infrequent clients of special investment accounts whose owner is the financial entity; and (vi) regular security transactions, through purchases and sales on the same day and for identical volumes and nominal values, taking advantage of quotation differences, when such transactions are not consistent with the client’s profile and regular activity.

Such reporting obligation generally consists of performing due diligence in order to get to know the client and understand the corresponding transaction and also, if applicable, to report any irregular or suspicious activity to the UIF, pursuant to the terms and conditions established by the regulation applicable to such obligated party.

Law No. 26,734 enacted on December 22, 2011, incorporated terrorism financing and the financing of terrorism as an aggravating circumstance to all criminal conduct in the Argentine Criminal Code.

Such law punishes any individual who directly or indirectly collects or provides goods or money with the intention of being used, or knowing that they will be used, in whole or in part (i) to finance a crime with the purpose established in Section 41.5; (ii) for an organization who commits or attempts to commit crimes with the purpose established in Section 41.5; and (iii) for a person who commits or attempts to commit or participates in any way in committing crimes with the purpose established in Section 41.5.

The new legislation also punishes terrorism as an aggravating factor in other punishable crimes when any such offense was committed in order to terrorize the population.

 

Item 4.A. Unresolved Staff Comments

None.

 

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Item 5. Operating and Financial Review and Prospects

 

Item 5.A. Operating Results

The following discussion and analysis is intended to help you understand and assess the significant changes and trends in our historical results of operations and the factors affecting our resources. You should read this section in conjunction with our audited consolidated financial statements and their related notes included elsewhere in this annual report.

Overview

In recent years, we have undertaken to expand the volume of our business with the private sector in order to increase our reoccurring earnings generation capacity. We have increased our customer base and our fee-based business and financial intermediation activities with the private sector, strengthening our position as a leading domestic private-sector financial institution. In addition, our total deposits and loan origination have increased.

We have increased our regulatory capital through the issuance of subordinated bonds (most recently in July 2016) and through internal origination of profits. The increase in our overall level of activity, which led to the above-mentioned increase in the volume of our fee based business and financial intermediation with the private sector, has had a positive impact on our gross brokerage margin and on our net income from services. Loan loss provisions increased due to additional consumer loan portfolios in arrears and to increased regulation of such credit portfolios. Administrative expenses increased primarily as a consequence of higher personnel expenses as a result of salary increase agreements with unions and of other expenses related to services provided to Banco Galicia.

Despite the volatility of the Argentine economy, though our main subsidiary, Banco Galicia, we have managed to expand our business with the private sector and to improve its income generation, while strengthening our financial condition, maintaining an adequate coverage of its credit risks and maintaining a healthy asset quality.

In summary, in recent years, our operating profitability was positively impacted by the growth of our financial intermediation and fee-based businesses with the private sector in the context of a low credit risk, yet inflationary environment. Fiscal year 2018 is expected to be a challenging year of transition at the local level as there are still certain macroeconomic imbalances to be solved, such as a significant fiscal deficit, high levels of inflation and the uncertainty of access to the international capital market on attractive conditions, together with a more volatile world economy, all of which could negatively impact the Argentine economy.

The Argentine Economy

The Argentine economy was affected by international political and economic factors in 2017, including the first year of the Trump administration in the United States and its policies (in particular tax reforms), and the actions of central banks worldwide, including the Federal Reserve, the European Central Bank, the Bank of Japan and the Bank of England.

In 2017, the Dollar depreciated against the currencies of its main business partners, declining 10.3% in 2017, as compared to the U.S. Dollar Index (a basket comprised of the currencies of certain U.S. trading partners), as a result of the appreciation of the Euro (+14%). A sustained improvement in several indicators of Eurozone countries translated into the strength of the Euro vis-à-vis the Dollar. According to the “World Economic Outlook” prepared by the IMF, global output increased to 3.7% in 2017 from 3.2% in 2016. The output of developed economies was 2.3%, reflecting an average of 2.4% in the Eurozone, 2.3% in the United States and 1.8% in Japan. The output of emerging markets was 4.7%, with China at 6.8% and India at 6.7%. In addition, the economic recovery of Latin America in 2017 is noteworthy, the output of which changed from a 0.7% decline in 2016, as compared to 2015, to a 1.3% increase in 2017, as compared to 2016, with a positive outlook for 2018 (+1.9%) and 2019 (+2.6%).

 

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Correspondingly, equity performed well in 2017. In the United States, the Nasdaq increased 27% as compared to 2016, the Dow Jones Industrial Average increased 24% as compared to 2016, and the S&P 500 increased 19% as compared to 2016, whereas Japan’s Nikkei 225 index increased 19% as compared to 2016 and the Euro Stoxx 50 index increased 7% as compared to 2016. Equity markets in emerging economies also performed well in 2017 as compared to 2016, with Argentina’s MERVAL increasing 47%, Chile’s Santiago Stock Exchange General Index increasing 46%, Peru’s Bolsa de Valores increasing 34%, Brazil’s B3 increasing 25%, Colombia’s Stock Exchange increasing 14%, and Mexico’s Bolsa Mexicana de Valores increasing 12%.

As result of the Dollar’s depreciation, commodities increased .5% in 2017 as compared to 2016. Among the several commodity sectors, changes varied. For example, increases in industrials were comprised of aluminum (+35%), copper (+32%), nickel (+26%), and gold (+12.5%). Reflecting the effects of an agreement to reduce oil production between Russia and OPEC, the cost of oil increased 12% in 2017 as compared to 2016, with the cost of WTI crude as of December 31, 2017 at $60.40 per barrel. In contrast, the cost of corn and soy decreased 9.7% and 5.1%, respectively, whereas the cost of wheat increased 5.5%, in each case in 2017 as compared to 2016.

Argentina continued on a path of economic growth in 2017, with private estimates reflecting a growth of the economic activity of about 2.9%, whereas GDP data prepared by the National Institute of Statistics and Census (INDEC) reflected a growth rate of about 2.8%. Relatedly, the unemployment rate decreased from 8.5% of the economically active population for the third quarter of 2016 to 8.3% for the third quarter of 2017.

In the monetary sphere, the main monetary aggregates decelerated their pace, standing below the nominal growth of the economy. By fiscal year-end, the monetary base recorded a 21.8% annual expansion, 9.9% below the growth recorded in 2016. Particularly, this monetary aggregate increased by Ps.179,450 million, primarily as a result of currencies purchased by the Argentine Central Bank from the National Treasury in an amount of Ps.271,708 million, and the increase in financing to the National Treasury in an amount of Ps.150,000 million. This expansion was partially offset by the placement of Argentine Central Bank Bills and Notes for Ps.225,364 million and a Ps.25,043 million increase in repurchase transactions. This trend was not reflected in the performance of the private-sector M2 (money in circulation and deposits in savings and checking accounts that belong to the private sector), which grew 37.0% in 2017, as compared to the 32.2% growth in 2016. On the other hand, total M2 (including deposits from the public sector) increased 25.7% in 2017, after increasing by 30.3% in 2016.

Domestic interest rates shifted with changes to expectations in prices and the foreign exchange market. During the first half of 2017, with high inflation levels that the Argentine Central Bank sought to contain under the framework of a contractive monetary policy, domestic interest rates remained high. This resulted in a downward pressure on the exchange rate, which remained relatively steady during the first six months of 2017 (depreciating by +4.7%), whereas in the last part of the year depreciation accelerated (+12.1%). Particularly, the Badlar rate ended the year at 23.3%, compared to 19.9% in December 2016.

The reference exchange rate established by the Argentine Central Bank increased from Ps.15.850 to Ps.18.774 per Dollar between December 30, 2016 and December 29, 2017 (equivalent to a 18.4% depreciation); while the average exchange rate increased from Ps.14.94 in 2016 to Ps.16.76 per Dollar in 2017.

According to private estimates, inflation in 2017 was about 26.6% inter-annually, considerably below the 2016 levels (37.7% inter-annually). Particularly, in 2017, the national CPI published by INDEC showed a 24.8% growth inter-annually, whereas the CPI of the City of Buenos Aires decreased to 26.1% inter-annually from 41.0% inter-annually shown last year.

In the fiscal area, tax revenues, including social security, recorded a growth of 22.6% inter-annually compared to a 36.3% growth inter-annually in 2016. In turn, primary expenditures increased by 21.8%, at least 16.4% less than in 2016. Thus, the Argentine public sector achieved a primary deficit of Ps.404,142 million, equivalent to 3.9% of GDP. This figure entailed an improvement, as compared to the primary deficit in the same period of 2016 (4.5% of GDP), amounting to Ps.359,382 million. After interest payments for Ps.224,907 million, the financial deficit amounted to Ps.629,050 million, equivalent to 6.1% of GDP.

Regarding the external sector, during 2017 the foreign exchange balance current account published by the Argentine Central Bank (cash basis) reached a deficit amounting to U.S. $17,052 million, higher than the deficit registered in 2016, which amounted to U.S. $15,574 million. The current account deficit, measured in terms of GDP, stood at about 3% in 2017, remaining relatively steady as compared to that shown in 2016. The deterioration noted in nominal terms basically resulted from lower net income from assets (U.S. $4,028 in 2017, as compared to U.S. $8,093 million in 2016) and higher net expenses from services (U.S. $10,847 in 2017, as compared to U.S. $9,004 million in 2016).

 

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Particularly, revenues for collections of exports of goods amounted to U.S. $58,600 million in 2017, which showed a 0.9% increase, as compared to the level noted in the prior year, although still below those recorded prior to 2015. This poor performance was related to the decline in the oil seeds, oils and cereals sector, which showed collections for exports amounting to U.S. $26,635 million, 3% lower than that recorded in the previous year. Additionally, we noted lower income from foreign advances and pre-financing, which totaled U.S. $8,540, showing an inter-annual drop of 36%.

Payments for imported goods amounted to U.S. $54,572 million, resulting in an inter-annual increase of 9.2% (about U.S. $4,584 million). The increase in payments for imports resulted from the manufacturing and the automotive sector.

The non-financial private sector capital account recorded a net foreign currency outflow of U.S. $4,617 million, as compared to a net foreign currency inflow of U.S. $3,160 million in 2016. As of December 29, 2017, the Argentine Central Bank’s international reserves amounted to U.S. $55,055 million, U.S. $15,747 million higher as compared to December 31, 2016.

The Argentine Financial System

Total loans to the private sector in the financial system amounted to Ps.1,602,851 million as of December 31, 2017, a 51.5% increase as compared to December 31, 2016. Mortgage loans had the most significant increase, amounting to Ps.133,826 million as of December 31, 2017, a 110.9% increase compared to the same date of the previous year. As of December 31, 2017, secured loans amounted to Ps.93,670 million, increasing 69.7% as compared to December 31, 2016. Commercial loans, comprised of overdrafts for checking account and notes (promissory notes and purchased/discounted notes), increased 53.2% in 2017 as compared to 2016, amounting to Ps 639,148 million as of December 31, 2017. Consumer credit lines, comprised of loans through credit cards and personal loans, increased 40.5% in 2017 as compared to 2016, amounting to Ps.653,630 million as of December 31, 2017.

Total deposits in the financial system increased 27.7% in 2017 as compared to 2016, amounting to Ps.2,424,746 million as of December 31, 2017. Deposits from the non-financial private sector increased 29.0% in 2017 as compared to 2016, amounting to Ps.1,947,269 million as of December 31, 2017. Within deposits from the private sector, transactional deposits increased 32.1% in 2017 as compared to 2016, amounting to Ps.1,164,522 million as of December 31, 2017, while time deposits increased 23.2% in 2017 as compared to 2016, amounting to Ps.720,603 million as of December 31, 2017. Deposits from the public sector increased 22.7% in 2017 as compared to 2016, amounting to Ps.477,477 million as of December 31, 2017.

The average interest rate paid by private banks in December 2017 for time deposits in Pesos of 30 to 44 days was 21.5%, an increase of 270 b.p. inter-annually. In the case of lending rates, the average interest rate applicable to checking account overdrafts was 34.2%, an increase of 316 b.p. inter-annually, and applicable to promissory notes was 25.3%, an increase of 177 b.p. inter-annually. Including data as of December 2017, financial institutions decreased their liquidity levels (in relation to total deposits) as compared to December 2016, a ratio that stood at 25.2%, representing a decrease of 650 b.p. for such period. When taking Lebacs into account, liquidity decreased to 42.6% in December 2017, as compared to 49.0% in December 2016. The net worth of the Argentine financial system increased by Ps.112,075 million during 2017, amounting to Ps.409,282 million as of December 31, 2017, an increase of 37.7% in 2017 as compared to 2016. As of December 2017, the Argentine financial system’s profitability was equal to 3.0% of total assets, a 62 b.p. decrease as compared to December 2016, while return on shareholders’ equity was equal to 25.8%, a 383 b.p. decrease as compared to December 2016.

As of December 2017, income from interest and income from services amounted to 5.0% and 3.4% of total assets, respectively. In 2017, administrative expenses decreased to 7.4% of total assets (a 56 b.p. decrease as compared to 2016), while provisions for loan losses increased to 1.2% of total assets (a 23 b.p. increase as compared to 2016).

 

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The non-accrual loan portfolio to the non-financial private sector reached 1.82% in December 2017, a 1 b.p. decrease as compared to December 2016. The coverage of the private-sector non-accrual loan portfolio with allowances reached 139%, a 200 b.p. increase from 2016.

As of December 31, 2017, the financial system was comprised of 77 financial institutions: 62 banks, 49 of which were private (33 domestically-owned and 16 foreign-owned) and 13 government-owned banks, in addition to 15 non-banking financial institutions. The concentration of the financial system, measured by the market share of private sector deposits of the ten leading banks, reached 77.4% as of December 31, 2017, 35 b.p. higher than the percentage recorded as of December 31, 2016.

Based on information as of December 31, 2017, the Argentine financial sector employed 109,654 people, a 0.4% decrease as compared to December 31, 2016.

The Argentine Insurance Industry

The insurance industry continued to grow during 2017. Production amounted to Ps.272,217 million, 29% higher than in 2016. Out of total insurance production, 82% related to property insurance, 16% related to life and personal insurance and 2% related to retirement insurance. Within the 82% corresponding to property insurance, the automotive insurance segment comprised the most significant portion, with 43% of property insurance, followed by the workers’ compensation segment with 35%.

Within the life insurance business, group life insurance represented 65% of the segment, followed by individual life insurance, representing 15%, and personal accident insurance, representing 14%.

Inflation

Historically, inflation in Argentina has played a significant role in influencing, often negatively, the economic conditions in Argentina and, in turn, the operations and financial results of companies operating in Argentina, such as Grupo Financiero Galicia.

In fiscal year 2015, due to changes in the authorities at the Institute of Statistics, the WPI and CPI series were discontinued beginning in October 2015. The WPI index was republished beginning January 2016. A new CPI series was launched in May 2016, but did not contain historical information.

The chart below presents a comparison of inflation rates published by INDEC, measured by the WPI and the CPI, for the fiscal years 2017, 2016 and 2015. In 2016, annual variation of the CPI was calculated using the Consumer Price Index of the City of Buenos Aires, an alternative measure of inflation proposed by INDEC after it discontinued its index.

In addition, the chart below presents the evolution of the CER and UVA indexes, published by the Argentine Central Bank and used to adjust the principal of certain of our assets and liabilities for the specified periods.

 

     For the 12-month period ended December 31,  
     2017      2016      2015  
     (in percentages)  

Price Indices (1) (2)

        

WPI

     18.80        34.59        12.65  

CPI

     24.80        41.05        26.90  

Adjustment Indices

        

CER

     22.62        35.79        15.05  

UVA(3)

     21.15        17.26        —    

 

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(1) Data for December of each year as compared to December of the immediately preceding year, except for WPI in 2015, which reflects the Year-on-Year variation between October 2015 and October 2014.
(2) The data for 2015, despite having been published by authorized institutions, should not be taken into consideration given as the official statistics for that period have allegedly been manipulated. The INDEC was placed under a “statistics emergency” status between Dec-15 and Dec-16 so as to review the previous methodology, in order to publish credible statistics again—historical data has not been revised, though. In the case of 2015’s CPI, the data was collected and published by a private consulting firm (FIEL).
(3) Unidad de Valor Adquisitivo (Acquisition Value Unit) (the “base” value as of March 31, 2016, was 14.05).

In the first two months of 2018, the CPI published by INDEC reflected a 4.2% increase, while the CER and UVA indexes went up 4.7% during the same period.

Currency Composition of Our Balance Sheet

The following table sets forth our assets and liabilities denominated in foreign currency, in Pesos and adjustable by the CER/UVA, as of the dates indicated.

 

     As of December 31,  
     2017      2016      2015  
     (In millions of Pesos)  

Assets

        

In Pesos, Unadjusted

     247,715        174,780        133,733  

In Pesos, Adjusted by the CER/UVA

     4,167        699        710  

In Foreign Currency (1)

     89,130        66,771        27,305  
  

 

 

    

 

 

    

 

 

 

Total Assets

     341,012        242,250        161,748  
  

 

 

    

 

 

    

 

 

 

Liabilities and Shareholders’ Equity

        

In Pesos, Unadjusted, Including Shareholders’ Equity

     251,250        175,380        134,431  

In Pesos, Adjusted by the CER/UVA

     632        99        12  

In Foreign Currency (1)

     89,130        66,771        27,305  
  

 

 

    

 

 

    

 

 

 

Total Liabilities and Shareholders’ Equity

     341,012        242,250        161,748  
  

 

 

    

 

 

    

 

 

 

 

(1) If adjusted to reflect forward sales and purchases of foreign exchange made by Grupo Financiero Galicia and recorded off-balance sheet, assets amounted to Ps.109,265 million and liabilities amounted to Ps.111,817 million as of December 31, 2017.

Funding of Banco Galicia’s long position in CER/UVA-adjusted assets through Peso-denominated liabilities bearing a market interest rate (and no principal adjustment linked to inflation) exposes Banco Galicia to differential fluctuations in the inflation rate and in market interest rates, with a significant increase in market interest rates vis-à-vis the inflation rate (which is reflected in the CER/UVA variation), which has a negative impact on our gross brokerage margin.

Two other currencies have been defined apart from the Argentine Peso: assets and liabilities adjusted by CER/UVA and foreign currency. Banco Galicia’s policy in force establishes limits in terms of maximum “net asset positions” (assets denominated in a currency which are higher than the liabilities denominated in such currency) and “net liability positions” (assets denominated in a currency which are lower than the liabilities denominated in such currency) for mismatches in foreign currency, as a proportion of Banco Galicia’s RPC, on a consolidated basis.

An adequate balance between assets and liabilities denominated in foreign currency characterizes the management strategy for this risk factor, seeking to achieve full coverage of long-term asset-liability mismatches and allowing a short-term mismatch management margin that contributes to the possibility of improving certain market situations. Short- and long-term goals are attained by appropriately managing assets and liabilities and by using the financial products available in our market, particularly “dollar futures” both in institutionalized markets (MAE and ROFEX) and in forward transactions performed with customers.

Transactions in foreign currency futures (specifically, Dollar futures) are subject to limits that take into consideration the particular characteristics of each trading environment.

 

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Results of Operations for the Fiscal Years Ended December 31, 2017 December 31, 2016 and December 31, 2015

We discuss below our results of operations for the fiscal year ended December 31, 2017 as compared with our results of operations for the fiscal year ended December 31, 2016, and our results of operations for the fiscal year ended December 31, 2016 as compared with our results of operations for the fiscal year ended December 31, 2015.

Net Income

 

     Fiscal Year Ended     Change  
     December 31,     December 31,  
     2017     2016     2015     2017/2016     2016/2015  
     (in millions of Pesos, except percentages)  

Consolidated Income Statement

          

Financial Income

     45,220       36,608       25,844       8,612       10,764  

Financial Expenses

     20,345       20,239       13,402       106       6,837  

Gross Brokerage Margin

     24,875       16,369       12,442       8,506       3,927  

Provision for Losses on Loans and Other Receivables

     5,205       3,533       2,214       1,672       1,319  

Net income from Services

     14,475       10,746       7,837       3,729       2,909  

Income from Insurance Activities

     2,117       2,452       1,801       (335     651  

Administrative Expenses

     22,991       17,618       12,905       5,373       4,713  

Non-Controlling Interest

     (626     (403     (365     (223     (38

Income from Equity Investments

     221       80       100       141       (20

Miscellaneous Income, Net

     418       1,278       443       (860     835  

Income Tax

     4,955       3,353       2,801       1,602       552  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     8,329       6,018       4,338       2,311       1,680  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Return on Average Assets (1)

     3.52       3.48       3.83       0.04       (0.35

Return on Average Shareholders’ Equity

     30.91       35.03       35.54       (4.12     (0.51

 

(1) For the calculation of the return on average assets, profits or losses corresponding to non-controlling interests are excluded from net income.

Net income for the fiscal year ended December 31, 2017 was Ps.8,329 million, as compared to Ps.6,018 million for the fiscal year ended December 31, 2016 and Ps.4,338 million for the fiscal year ended December 31, 2015.

Net earnings per share for the fiscal year ended December 31, 2017 were Ps.6.25, as compared to Ps.4.63 for the fiscal year ended December 31, 2016 and Ps.3.34 for the fiscal year ended December 31, 2015.

The return on average assets and the return on average shareholders’ equity for the fiscal year ended December 31, 2017 were 3.52% and 30.91%, respectively, as compared to 3.48% and 35.03%, respectively, for the fiscal year ended December 31, 2016 and to 3.83% and 35.54%, respectively, for the fiscal year ended December 31, 2015.

Fiscal Year 2017 compared to Fiscal Year 2016

Net income for the fiscal year ended December 31, 2017 was Ps.8,329 million, as compared to Ps.6,018 million for the fiscal year ended December 31, 2016, representing a Ps.2,311 million, or a 38%, increase. Such increase was primarily attributable to:

 

    a Ps.8,612 million increase in financial income, from Ps.36,608 million to Ps.45,220 million, and

 

    a Ps.3,729 million increase in net income from services, from Ps.10,746 million to Ps.14,475 million.

Such changes were partially offset by:

 

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    a Ps.5,373 million increase in administrative expenses, from Ps.17,618 million to Ps.22,991 million,

 

    a Ps.1,672 million increase in provisions for loan losses and other receivables, from Ps.3,533 million to Ps.5,205 million, and

 

    a Ps.1,602 million increase in income tax, from Ps.3,353 million to Ps.4,955 million.

The growth in income as compared to the year ended December 31, 2017, was mainly the result of an increase in net operating income, supported by the higher volume of financial intermediation with the private sector. Net operating income for the fiscal year ended December 31, 2017 amounted to Ps.39,350 million, a 45% increase as compared to the fiscal year ended December 31, 2016. This increase was primarily a result of an increase in gross brokerage margin of Ps.8,506 million (or, a 52% increase), as well as an increase in 2017 in net income from services of Ps.3,729 million (or, a 35% increase), in each case in 2017 as compared to 2016. Such increase, however, was partially offset by a 47% increase in provisions for loan losses and a 30% increase in administrative expenses attributable to higher activity levels and the increase of costs associated with loan administration.

Fiscal Year 2016 compared to Fiscal Year 2015

Net income for the fiscal year ended December 31, 2016 was Ps.6,018 million, as compared to Ps.4,338 million for the fiscal year ended December 31, 2015, representing a Ps.1,680 million, or a 39% increase. Such increase was primarily attributable to:

 

    a Ps.10,764 million increase in financial income, from Ps.25,844 million to Ps.36,608 million,

 

    a Ps.2,909 million increase in net income from services, from Ps.7,837 million to Ps.10,746 million, and

 

    a Ps.651 million increase in income from insurance activities, from Ps.1,801 million to Ps.2,452 million.

Such changes were partially offset by:

 

    a Ps.1,319 million increase in provisions for loan losses and other receivables, from Ps.2,214 million to Ps.3,533 million,

 

    a Ps.6,837 million increase in financial expenses, from Ps.13,402 million to Ps.20,239 million,

 

    a Ps.4,713 million increase in administrative expenses, from Ps.12,905 million to Ps.17,618 million, and

 

    a Ps.552 million increase in income tax, from Ps.2,801 million to Ps.3,353 million.

The growth in income as compared to the year ended December 31, 2015, was mainly the result of an increase in net operating income, supported by the higher volume of financial intermediation with the private sector, together with a 36% increase in income from insurance activities. Net operating income for the fiscal year ended December 31, 2016 amounted to Ps.27,115 million, a 34% increase as compared to the fiscal year ended December 31, 2015. This increase was primarily a result of an increase in gross brokerage margin of Ps.3,927 million (or, a 32% increase), as well as an increase in 2016 in net income from services of Ps.2,909 million (or, a 37% increase), in each case in 2016 as compared to 2015. Such increase, however, was offset by a 60% increase in provisions for loan losses due to consumer loans in default and costs associated with compliance with increased regulations in respect of loan portfolio management, and a 37% increase in administrative expenses attributable to higher activity levels and the increase of costs associated with loan administration.

 

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Financial Income

Our financial income was composed of the following:

 

     Fiscal Year Ended  
     December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

Income on Loans and Other Receivables Resulting from Financial Brokerage and Premiums Earned on Reverse Repurchases

     36,565        29,446        20,269  

Income from Government and Corporate Securities, Net

     5,950        5,809        4,323  

Other (1)

     2,705        1,353        1,252  
  

 

 

    

 

 

    

 

 

 

Total

     45,220        36,608        25,844  
  

 

 

    

 

 

    

 

 

 

 

(1) Reflects net income from receivables from financial leases, premiums on foreign currency forward transactions, as well as CER/UVA adjustments and, in fiscal years 2016 and 2017, gain on quotation differences.

The following table shows our yields on interest-earning assets and cost of funds:

 

     As of December 31,  
     2017      2016      2015  
     Average             Average             Average         
     Balance      Rate      Balance      Rate      Balance      Rate  
     (in millions of Pesos, except rates)  

Interest-Earning Assets

     186,921        22.68        135,286        25.88        94,805        25.78  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Government Securities

     22,815        22.14        21,520        22.33        14,616        24.07  

Loans

     159,151        22.68        111,100        26.44        77,807        26.13  

Other

     4,955        25.41        2,666        31.21        2,382        24.91  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Interest-Bearing Liabilities

     144,209        11.29        101,319        16.85        66,071        16.65  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Checking Accounts

     2,865        —          —          —          —          —    

Savings Accounts

     55,242        0.09        27,487        0.16        14,428        0.19  

Time Deposits

     58,985        18.85        53,985        24.33        38,533        22.28  

Debt Securities

     19,112        20.02        15,550        18.64        10,460        17.65  

Other Interest-bearing Liabilities

     8,005        16.01        4,297        23.34        2,650        20.34  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Spread and Net Yield

                 

Interest Spread, Nominal Basis (1)

        11.39           9.03           9.13  

Net Yield on Interest-earning Assets (2)

        13.98           13.26           14.18  

Financial Margin (3)

        13.31           12.10           13.12  

 

(1) Reflects the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing liabilities. Interest rates include the CER/UVA adjustment.
(2) Net interest earned divided by average interest-earning assets. Interest rates include the CER/UVA adjustment.
(3) Represents gross brokerage margin, divided by average interest-earning assets.

Fiscal Year 2017 compared to Fiscal Year 2016

Financial income for the fiscal year ended December 31, 2017 was Ps.45,220 million, as compared to Ps.36,608 million for the fiscal year 2016, representing a 24% increase. Such increase was the result of a higher average volume of interest-earning assets and higher average yields thereon.

The average of interest-earning assets increased Ps.51,635 million, from Ps.135,286 million for the fiscal year ended December 31, 2016 to Ps.186,921 million for the fiscal year ended December 31, 2017, representing a 38% increase. Of this increase, Ps.48,051 million was due to an increase in the average size of the loan portfolio to the public and private sectors. The average yield on interest-earning assets was 22.68% in 2017, as compared to 25.88% in 2016, a 320 b.p. decrease that was primarily attributable to a decrease in the average interest rate obtained from loans to the private sector and a decrease in the average interest rate on Other Interest-Earnings Assets.

 

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The average amount of loans to the private sector for the fiscal year ended December 31, 2017, amounted to Ps.159,151 million, a 43% increase as compared to the Ps.111,100 million for the fiscal year ended December 31, 2016. This increase was primarily attributable to the increase in Credit Cards and Personal Loans.

According to Argentine Central Bank information, as of December 31, 2017, Banco Galicia’s estimated market share of loans to the private sector, excluding loans granted by Regional Credit Card Companies, was 10.11% as of December 31, 2017, as compared to 10.12% as of December 31, 2016.

The average interest rate on total loans was 22.68% for the fiscal year ended December 31, 2017, as compared to 26.44% for the fiscal year ended December 31, 2016.

The average interest rate on Peso-denominated loans to the private sector was 27.07% for the fiscal year ended December 31, 2017, as compared to an average interest rate of 29.03% for the fiscal year ended December 31, 2016, representing a 196 b.p. decrease year-over-year. The interest rate was influenced by, among other things, loans that were extended to businesses, SMEs and Wholesale clients pursuant to the Credit Line for the Productive Investment (with nominal annual fixed interest rates of 16.5% beginning on November 1, 2017, 17% from November 1, 2016 to October 31, 2017 and 22% from January 1, 2016 to October 31, 2016).

The average position in government securities for the fiscal year ended December 31, 2017 was Ps.22,815 million, reflecting an increase of 6%, as compared to Ps.21,520 million for the fiscal year ended December 31, 2016, as a consequence of the increase of Ps.3,617 million in the average position in Peso-denominated government securities, which, in turn, was partially offset by a decrease of Ps.2,322 million in the average position in foreign currency-denominated government securities.

The average position in Peso-denominated government securities for the fiscal year ended December 31, 2017 was Ps.19,727 million, reflecting an increase of 22%, as compared to Ps.16,110 million for the fiscal year ended December 31, 2016, which was primarily attributable to higher balances of securities issued by the Argentine Central Bank (Lebacs) and to investments in treasury bills and debt securities issued by Argentine provinces. The average position in foreign currency-denominated government securities for the fiscal year ended December 31, 2017 was Ps.3,088 million, reflecting a decrease of 57%, as compared to Ps.5,410 million for the fiscal year ended December 31, 2016, which was primarily attributable to holding lower balances of securities (Lebacs) issued by the Argentine Central Bank.

The average yield on government securities for the fiscal year ended December 31, 2017 was 22.14%, as compared to 22.33% for fiscal year ended December 31, 2016, a 19 b.p. decrease as a consequence of a lower average yield with respect to Peso-denominated government securities, offset by a higher average yield with respect to foreign currency-denominate government securities.

The average interest rate on Peso-denominated government securities for the fiscal year ended December 31, 2017 was 24.50%, as compared to 28.84% for the fiscal year ended December 31, 2016, a 434 b.p. decrease, mainly due to lower interest rates on securities (Lebacs) issued by the Argentine Central Bank. The average interest rate of foreign currency-denominated government securities for the fiscal year ended December 31, 2017 was 7.09%, as compared to 2.96% for fiscal year ended December 31, 2016, a 413 b.p. increase mainly due to changes in the investment portfolio.

The average “Other Interest-Earning Assets” for the fiscal year ended December 31, 2017 was Ps.4,955 million, as compared to Ps.2,666 million for the fiscal year ended December 31, 2016, representing an increase of 86%. The average rate on this item for the fiscal year ended December 31, 2017 was 25.41%, 580 b.p. lower as compared to 31.21% for the previous fiscal year. This decrease was mainly attributable to the 553 b.p. decrease in the average rate of other Peso-denominated assets, which decreased to 26.84% for the fiscal year ended December 31, 2017 from 32.37% for the fiscal year ended December 31, 2016.

The line item “Other Financial Income” recorded an increase of Ps.1,352 million (or 99%), from Ps.1,353 million for the fiscal year ended December 31, 2016 to Ps.2,705 million for the fiscal year ended December 31, 2017, mainly due to the higher income from currency quotation differences (Ps.2,141 million) and which is disclosed in “Other Financial Income”.

 

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The following table indicates our market share in the segments listed below:

 

     Fiscal Year Ended December 31,  
     2017      2016      2015  
     (in percentages)  

Total Deposits

     8.32        7.94        7.42  

Private-Sector Deposits

     10.29        9.96        9.40  

Total Deposits in Checking and Savings Accounts and Time Deposits

     10.57        10.20        9.64  
  

 

 

    

 

 

    

 

 

 

Total Loans

     9.93        9.79        8.91  

Private-Sector Loans

     10.11        10.12        9.68  
  

 

 

    

 

 

    

 

 

 

Exclusively Banco Galicia and CFA within the Argentine market, based on daily information on deposits and loans prepared by the Argentine Central Bank. End-of-month balances are used. Deposits and loans include only principal. The Regional Credit Card Companies’ data is not included.

Fiscal Year 2016 compared to Fiscal Year 2015

Financial income for the fiscal year ended December 31, 2016 was Ps.36,608 million, as compared to Ps.25,844 million for the fiscal year ended December 31, 2015, representing a 42% increase. Such increase was the result of a higher average volume of interest-earning assets and of higher average yields.

The average of interest-earning assets increased Ps.40,481 million, from Ps.94,805 million for the fiscal year ended December 31, 2015 to Ps.135,286 million for the fiscal year ended December 31, 2016, representing a 43% increase. Of this increase, Ps.33,293 million was due to an increase in the average size of the loan portfolio and Ps.6,904 million was due to an increase in holdings of government securities.

The average yield on interest-earning assets for the fiscal year ended December 31, 2016 was 25.88%, as compared to 25.78% for the fiscal year ended December 31, 2015, a 10 b.p. increase that was a result of the 31 b.p. increase in the average interest rate obtained from loans to the private sector, which increase was partially offset by a 174 b.p. decrease in the average yields obtained from government securities.

The average amount of loans to the private sector for the fiscal year ended December 31, 2016, amounted to Ps.111,100 million, a 43% increase as compared to the Ps.77,807 million for the fiscal year ended December 31, 2015. This increase was primarily attributable to a Ps.16,506 million (or 29%) increase in credit cards, a Ps.6,053 million (or 65%) increase in personal loans and a Ps.2,546 million (or 11%) increase in promissory notes.

Credit growth was influenced by projects that were undertaken pursuant to the Credit Line for Productive Investment set forth by the Argentine Central Bank with the goal of financing investment projects and providing working capital for specific purposes and with certain characteristics. As of the end of fiscal year 2016, the outstanding amount of loans related to this credit line reached Ps.13,829 million, reflecting an increase of Ps.4,102 million or 42% as compared to fiscal year 2015. The increased growth under this credit line was recorded in check purchases for Ps.5,359 million.

According to Argentine Central Bank information, as of December 31, 2016, Banco Galicia’s estimated market share of loans to the private sector, excluding loans granted by the Regional Credit Card Companies, was 10.12% as of December 31, 2016, as compared to 9.68% as of December 31, 2015.

The average interest rate on total loans was 26.44% for the fiscal year ended December 31, 2016, as compared to 26.13% for the fiscal year ended December 31, 2015.

The average interest rate earned on Peso-denominated loans to the private sector was 29.03% for the fiscal year ended December 31, 2016, as compared to 27.23% for the fiscal year ended December 31, 2015, representing a 180 b.p. increase year-over-year. This interest rate was influenced by, among other things, loans that were undertaken pursuant to the Credit Line for Productive Investment (with nominal annual fixed rates of 17.00% beginning in November 1, 2016 and 19.00% and 18.00% for the first and second part of the 2015 quota, respectively), and by the regulation issued by the Argentine Central Bank in June 2014 in order to establish caps on interest rates on loans. On December 17, 2015, through its Communiqué “A” 5853, the Argentine Central Bank removed such limits.

 

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The average position in government securities for the fiscal year ended December 31, 2016 was Ps.21,520 million, reflecting an increase of 47% as compared to Ps.14,616 million for the fiscal year ended December 31, 2015, as a consequence of the increase of Ps.4,364 million in the average position on Peso-denominated government securities and of Ps.2,540 million in the average position on Foreign Currency denominated government bonds.

The increase in the average position in Pesos was due to higher balances in securities issued by the Argentine Central Bank (Lebacs) and, to a lesser extent, in debt securities and treasury bills issued by different provinces.

The increase in the average position in Foreign currency-denominated government securities was mainly due to the holdings of Foreign currency denominated treasury bills.

The average yield on government securities for the fiscal year ended December 31, 2016 was 22.33%, as compared to 24.07% for the fiscal year ended December 31, 2015, a 174 b.p. decrease, as a consequence of a lower average yield in Foreign currency. Thus, the average interest rate on government securities denominated in Pesos for the fiscal year ended December 31, 2016 was 28.84%, as compared to 27.88% for the fiscal year ended December 31, 2015, a 96 b.p. increase, mainly due to the higher average rate accrued on provincial treasury bills and debt securities, while the average interest rate on government securities denominated in foreign currency decreased 551 b.p. from 8.47% for fiscal year ended December 31, 2015 to 2.96% for the fiscal year ended December 31, 2016.

The average “Other Interest-Earning Assets” for the fiscal year ended December 31, 2016 was Ps.2,666 million, as compared to Ps.2,382 million for the fiscal year ended December 31, 2015, representing an increase of 12%. The average rate on this item for the fiscal year ended December 31, 2016 was 31.21%, 631 b.p. higher as compared to 24.90% for the previous fiscal year. This increase was mainly attributable to the variation in the average rate of other Peso-denominated assets, which increased to 32.37% for the fiscal year ended December 31, 2016 from 25.97% for the fiscal year ended December 31, 2015.

The line item “Other Financial Income” recorded an increase of Ps.101 million, mainly due to the higher income from currency quotation differences, which was Ps.1,025 million profit in fiscal year ended December 31, 2016. For the fiscal year ended December 31, 2015, such line item included Ps.917 million profit from foreign currency futures transactions. For the fiscal year ended December 31, 2015 the result from currency quotation differences was negative and was disclosed under the item “Other” in the Financial Expenses table.

Financial Expenses

Our financial expenses were composed of the following:

 

     Fiscal Year Ended December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

Interest on Deposits

     11,119        13,127        8,694  

Notes

     3,827        2,899        1,846  

Contributions and Taxes

     3,532        2,955        2,111  

Other (1)

     1,867        1,258        751  
  

 

 

    

 

 

    

 

 

 

Total

     20,345        20,239        13,402  
  

 

 

    

 

 

    

 

 

 

 

(1) Including interest accrued on liabilities resulting from financial brokerage with international banks and entities, premiums payable on repurchase agreements and, during fiscal year 2015, loss on quotation differences.

 

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Fiscal Year 2017 compared to Fiscal Year 2016

Financial expenses for the fiscal year ended December 31, 2017 were Ps.20,345 million, as compared to Ps.20,239 million for the fiscal year ended December 31, 2016, a 1% increase. Such increase was primarily attributable to a 42% increase in the average balance of interest-bearing liabilities.

The average interest-bearing liabilities for the fiscal year ended December 31, 2017 were Ps.144,209 million, as compared to Ps.101,319 million for the fiscal year ended December 31, 2016. Such increase was attributable to a Ps.35,620 million increase in total interest-bearing deposits (savings accounts, checking accounts and time deposits), which increased to Ps.117,092 million as of the fiscal year ended December 31, 2017 from Ps.81,472 million as of the fiscal year ended December 31, 2016, and a Ps.3,562 million increase in the average balance of debt securities, which increased to Ps.19,112 million as of the fiscal year ended December 31, 2017 from Ps.15,550 million as of the fiscal year ended December 31, 2016.

With respect to the total average interest-bearing deposits for the fiscal year ended December 31, 2017, Ps.78,079 million were Peso-denominated deposits and Ps.39,013 million were foreign currency-denominated deposits, as compared to Ps.64,080 million and Ps.17,392 million, respectively, for the fiscal year ended December 31, 2016. Average Peso-denominated deposits recorded an increase of 22%, with an increase of 63% in savings and checking account deposits and an 8% increase in time deposits. Average foreign currency-denominated deposits increased 124% during fiscal year 2017, with increases of 180% and 18% in savings accounts and time deposits, respectively. The increase in savings accounts deposit during fiscal year 2017 was primarily attributable to the impact of the Tax Amnesty Law and the weakening of the Dollar.

Using Argentine Central Bank information, considering only deposits from the private-sector deposits in checking and savings accounts and time deposits, Banco Galicia’s estimated Argentine deposit market share increased from 7.94% as of December 31, 2016 to 8.32% as of December 31, 2017.

Out of total interest-bearing time deposits (savings accounts and time deposits) for the fiscal year ended December 31, 2017, the average interest rate of time deposits was 18.85%, as compared to 24.33% for the fiscal year ended December 31, 2016, a 548 b.p. decrease.

Peso-denominated deposits (savings accounts and time deposits) for the fiscal year ended December 31, 2017 accrued interest at an average rate of 14.23%, as compared to an average rate of 20.44% for the fiscal year ended December 31, 2016, a 621 b.p decrease. The rate of foreign currency-denominated deposits for the fiscal year ended December 31, 2017 was 0.15%, as compared to 0.44% for the fiscal year ended December 31, 2016, a 29 b.p. decrease.

The average balance of debt securities for the fiscal year ended December 31, 2017 was Ps.19,112 million, an increase of Ps.3,562 million, or 23%, as compared to Ps.15,550 million for the fiscal year ended December 31, 2016. This increase was primarily attributable to the issuance of additional notes issued by Tarjeta Naranja, Tarjetas Cuyanas (which has subsequently merged into Tarjetas Naranjas) and CFA and was partially offset by amortizations of outstanding notes and the devaluation of the Dollar, in each case during fiscal year 2017.

The average interest rate for debt securities for the fiscal year ended December 31, 2017 was 20.02%, as compared to 18.64% for the fiscal year ended December 31, 2016, a 138 b.p. increase.

The average balance of “Other Interest-Bearing Liabilities” for the fiscal year ended December 31, 2017 was Ps.8,005 million, with an average rate of 16.01%, representing an increase of 86% as compared to Ps.4,297 million for the fiscal year ended December 31, 2016, with an average rate was 23.34%. This item includes mainly Peso- and foreign currency-denominated debt with local and international banks and credit entities, and Peso and foreign-currency-denominated notes in connection with repurchase agreement transaction for government securities.

The item “Other Financial Expenses” for the fiscal year ended December 21, 2017 was Ps.1,867 million, representing an increase of Ps.609 million, or 48%, as compared to the Ps.1,258 million for the fiscal year ended December 31, 2016. As of December 31, 2017, financial expenses included Ps.1,000 million from interest on other loans and a loss of Ps.390 million from foreign exchange forward transactions.

 

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Fiscal Year 2016 compared to Fiscal Year 2015

Financial expenses for the fiscal year ended December 31, 2016 were Ps.20,239 million, as compared to Ps.13,402 million for the fiscal year ended December 31, 2015, a 51% increase. Such growth was attributable to a 53% increase in the average balance of interest-bearing liabilities.

The average interest-bearing liabilities for the fiscal year ended December 31, 2016 were Ps.101,319 million, as compared to Ps.66,071 million for the fiscal year ended December 31, 2015. Such growth was attributable to a Ps.28,511 million increase in total interest-bearing deposits (saving accounts and time deposits), which increased from Ps.52,961 million to Ps.81,472 million, and to the Ps.5,090 million increase in the average balance of debt securities, from Ps.10,460 million to Ps.15,550 million.

With respect to the total average interest-bearing deposits for the fiscal year ended December 31, 2016, Ps.64,080 million were Peso-denominated deposits and Ps.17,392 million were foreign currency-denominated deposits, as compared to Ps.48,130 million and Ps.4,831 million, respectively, for the fiscal year ended December 31, 2015. Average Peso-denominated deposits recorded an increase of 33%, with a growth of 35% in savings accounts and 32% in time deposits. Average deposits foreign currency-denominated deposits increased 260% during fiscal year 2016, with increases of 355% and 158% in savings accounts and time deposits, respectively; a portion of such growth is attributable to Tax Amnesty Law and an improved economic outlook as a result of macroeconomic factors.

Using Argentine Central Bank information, considering only deposits from the private sector in checking and savings accounts and time deposits, Banco Galicia’s estimated Argentine deposit market share was 10.17% for the fiscal year ended December 31, 2016, as compared to 9.64% for the fiscal year ended December 31, 2015.

Out of the total interest-bearing deposits (savings accounts and time deposits) for the fiscal year ended December 31, 2016, the average interest rate on time deposits was 24.33% as compared to 22.28% for the fiscal year ended December 31, 2015, a 205 b.p. increase.

Peso-denominated deposits (savings accounts and time deposits) for the fiscal year ended December 31, 2016 accrued at a 20.44% average interest rate, a 267 b.p. increase as compared to 17.77% for the fiscal year ended December 31, 2015. The rate of foreign currency-denominated deposits for the fiscal year ended December 31, 2016 was 0.44%, as compared to 1.24% for the fiscal year ended December 31, 2015, a 80 b.p. decrease.

The average balance of debt securities for the fiscal year ended December 31, 2016 was Ps.15,550 million, an increase of Ps.5,090 million or 49% as compared to Ps.10,460 million for the fiscal year ended December 31, 2015. This growth was mainly attributable to the issuance of notes by Tarjeta Naranja, Tarjetas Cuyanas, CFA and Banco Galicia and to the variation in the quotation of the Dollar during the period and was partially offset by amortizations of outstanding notes during the fiscal year 2016.

The average interest rate for debt securities for the fiscal year ended December 31, 2016 was 18.64%, as compared to 17.65% for the fiscal year ended December 31, 2015.

The average balance of “Other Interest-Bearing Liabilities” for the fiscal year ended December 31, 2016 was Ps.4,297 million, with an average rate of 23.34%, representing an increase of 62% as compared to Ps.2,650 million for the fiscal year ended December 31, 2015, with an average rate of 20.34%. This item includes mainly Peso and foreign currency-denominated debt with local and international banks and credit entities, and Peso and foreign currency-denominated obligations in connection with repurchase agreement transactions for government securities.

The item “Other Financial Expenses” for the fiscal year ended December 31, 2016 was Ps.1,258 million, representing an increase of Ps.507 million or 68% as compared to Ps.751 million for the fiscal year ended December 31, 2015. As of December 31, 2016, financial expenses included Ps.877 million from interest on other financing and Ps.196 million from foreign-currency forward transactions.

 

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Gross Brokerage Margin

Fiscal Year 2017 compared to Fiscal Year 2016

Gross brokerage margin for the fiscal year ended December 31, 2017 was Ps.24,875 million, with a corresponding financial margin of 13.31%, as compared to Ps.16,369 million for the fiscal year ended December 31, 2016, with a corresponding financial margin of 12.10%, representing a 52% and 121 b.p. increase, respectively.

Gross brokerage margin for the fiscal year ended December 31, 2017 (excluding the results from currency quotation differences and the results from foreign-currency forward transactions) amounted to Ps.23,124 million, as compared to Ps.15,536 million for the fiscal year ended December 31, 2016, representing a 49% increase, with a corresponding financial margin of 12.37% and 11.48%, respectively. This increase was attributable to an increase in the spread (defined as the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing liabilities) from 9.03% for fiscal year 2016 to 11.39% for fiscal year 2017 and an increase in the volume of transactions. This increase was partially offset by the lower interest rate on foreign currency-denominated debt securities and time deposits.

Fiscal Year 2016 compared to Fiscal Year 2015

Gross brokerage margin for the fiscal year ended December 31, 2016 was Ps.16,369 million, with a corresponding financial margin of 12.10%, as compared to Ps.12,442 million for the fiscal year ended December 31, 2015, with a corresponding financial margin of 13.12%, representing a 32% increase and 102 b.p. decrease, respectively.

Gross brokerage margin for the fiscal year ended December 31, 2016 (excluding the results from currency quotation differences and the results from foreign-currency forward transactions) amounted to Ps.15,536 million as compared to Ps.11,712 million income for the fiscal year ended December 31, 2015, representing a 33% increase, with a corresponding financial margin of 11.48% and 12.35%, respectively. This increase was attributable to a higher volume of financial intermediation. This increase was partially offset by a decrease in the spread (defined as the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing liabilities) from 9.13% for the fiscal year ended December 31, 2015 to 9.03% for the fiscal year ended December 31, 2016 and a lower interest rate on government securities.

Provision for Losses on Loans and Other Receivables

Fiscal Year 2017 compared to Fiscal Year 2016

Provisions for loan losses on loans and other receivables for the fiscal year ended December 31, 2017 were Ps.5,205 million, as compared to Ps. 3,533 for the fiscal year ended December 31, 2016, a Ps.1,672 million increase (or 47%), which was primarily attributable to an increase in the amount of consumer portfolios in arrears and by higher regulatory provisions on current portfolios as a consequence of the increase in the size of the credit portfolio.

Fiscal Year 2016 compared to Fiscal Year 2015

Provisions for losses on loans and other receivables for the fiscal year ended December 31, 2016 were Ps.3,533 million, as compared to Ps.2,214 million for the fiscal year ended December 31, 2015, a Ps.1,319 million increase (60%), which was primarily attributable to an increase in the amount of consumer portfolios in arrears and by higher regulatory provisions on current portfolios as a consequence of the increase in the size of the credit portfolio.

 

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Net Income from Services

Our net income from services consisted of:

 

     Fiscal Year Ended      % Change  
     December 31,      December 31,  
     2017      2016      2015      2017/2016      2016/2015  
     (in millions of Pesos)      (in percentages)  

Income From

              

Credit and Debit Cards

     12,572        10,194        7,263        23        40  

Deposit Accounts

     3,650        2,580        1,960        41        32  

Credit-related Fees

     684        374        314        83        19  

Check Collection

     503        354        276        42        28  

International Trade

     484        357        214        36        67  

Safe Deposit Box

     320        229        193        40        19  

Collection Services (Taxes and Utility Bills)

     427        246        169        74        46  

CFA

     388        270        250        44        8  

Financial Fees

     188        155        137        21        13  

Cash Management

     147        138        91        7        52  

Services for Shipments

     87        46        53        89        (13

Other (1)

     1,653        902        551        83        64  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Income

     21,103        15,845        11,471        33        38  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Expenses

     6,628        5,099        3,634        30        40  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Income from Services

     14,475        10,746        7,837        35        37  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes, among others, fees from investment banking activities, asset management, assets under custody and guarantees granted.

 

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Fiscal Year 2017 compared to Fiscal Year 2016

Net income from services for the fiscal year ended December 31, 2017 was Ps.14,475 million, as compared to Ps.10,746 million for the fiscal year ended December 31, 2016, a 35% increase. The evolution of business activity and the rise in prices (in compliance with the procedures established by the regulations of the Argentine Central Bank related to individuals) account for the increases in all of the items noted in the chart above.

The most noteworthy increases in fees were to those related to (i) national and regional credit cards, which increased by 23%; (ii) deposit accounts, which increased 41%; and (iii) loans, which increased 75%, in each case as compared to the fees charged in fiscal year 2016.

Total deposit accounts for the fiscal year ended December 31, 2017 were 4.6 million, as compared to 4.0 million for the fiscal year ended December 31, 2016, a 13% increase.

Banco Galicia’s income from credit and debit card transactions, on an individual basis, for the fiscal year ended December 31, 2017 was Ps 5,256 million, as compared to Ps.4,543 million for the fiscal year ended December 31, 2016, a 16% increase. Such increase was mainly attributable to both the higher number of credit cards managed and the higher average amount of purchases made with each card during fiscal year 2017. The total number of credit cards managed by Banco Galicia (excluding such credit cards managed by the Regional Credit Card Companies and CFA) for the fiscal year ended December 31, 2017 was 4.1 million, as compared to 3.7 million as of December 31, 2016, an 11% increase.

Income from services corresponding to the Regional Credit Card Companies for the fiscal year ended December 31, 2017 was Ps.7,316 million, as compared to Ps.5,651 million for the fiscal year ended December 31, 2016, a 29% increase. This increase was due to the increase in purchases during fiscal year 2017. This increase was partially offset by a decrease in the number of issued credit cards, mainly due to the sale of Tarjetas del Mar on March 31, 2017. The Regional Credit Card Companies managed 9 million credit cards as of December 31, 2017, as compared to 10.2 million as of December 31, 2016, a 12% decrease.

Expenses from services for the fiscal year ended December 31, 2017 were Ps.6,628 million, as compared to Ps.5,099 million for the fiscal year ended December 31, 2016, representing a 30% increase. Such increase was mainly attributable to growth in expenses related to credit and debit card transactions and to the total benefits program, together with higher gross income taxes.

Fiscal Year 2016 compared to Fiscal Year 2015

Net income from services for the fiscal year ended December 31, 2016 was Ps.10,746 million, as compared to Ps.7,837 million for the fiscal year ended December 31, 2015, a 37% increase. The evolution in the business volume and the rise in prices (in compliance with the procedures established by the regulations of the Argentine Central Bank related to individuals), account for the increases in most of the items noted in the chart above.

The most noteworthy increases in fees were those related to (i) national and regional credit cards, which increased 40%; (ii) deposit accounts, which increased 32%; and (iii) international trade, which increased 67%, in each case as compared to fiscal year 2015.

Total deposit accounts for the fiscal year ended December 31, 2016 were 4.0 million, as compared to 3.6 million for the fiscal year ended December 31, 2015, representing a 12% increase.

Banco Galicia’s income from credit and debit card transactions, on an individual basis, for the fiscal year ended December 31, 2016 was Ps.4,543 million, as compared to Ps.3,214 million for the fiscal year ended December 31, 2015, a 41% increase. Such increase was mainly attributable to both the greater number of credit cards managed and to the greater average amount of purchases made with each card during fiscal year 2016. The total number of cards managed by Banco Galicia (excluding those issued by the Regional Credit Card Companies and CFA), for the fiscal year ended December 31, 2016 was 3.7 million, as compared to 3.4 million for the fiscal year ended December 31, 2015, a 7% increase.

 

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Income from services corresponding to the Regional Credit Card Companies for the fiscal year ended December 31, 2016 was Ps.5,651 million, as compared to Ps.4,049 million for the fiscal year ended December 31, 2015, a 40% increase. Such increase was mainly attributable to an increase in the amount of purchases made during the fiscal year together with a greater number of issued credit cards. The Regional Credit Card Companies had issued 11 million credit cards as of December 31, 2016, as compared to 10 million credit cards as of December 31, 2015, a 5% increase.

Consequently, income generated from credit card transactions amounted to Ps.10,194 million in 2016, Ps.2,931 million higher from the Ps.7,263 million generated in 2015.

Expenses from services for the fiscal year ended December 31, 2016 were Ps.5,099 million, as compared to Ps.3,634 million for the fiscal year ended December 31, 2015, representing a 40% increase. Such increase was mainly attributable to the growth in expenses related to credit and debit card transactions and to the total benefits program, together with a higher turnover tax.

The following table sets forth the number of credit cards outstanding as of the dates indicated:

 

     As of December 31,      % Change  
        December 31,  

Credit Cards

   2017      2016      2015      2017/2016     2016/2015  
     (number of credit cards, except otherwise noted)      (percentages)  

Visa

     2,354,261        2,156,402        2,088,236        9       3  

“Gold”

     519,538        473,756        459,767        10       3  

International

     1,276,016        1,204,446        1,138,234        6       6  

Domestic

     38,924        46,271        57,224        (16     (19

“Business”

     126,867        111,306        99,155        14       12  

“Corporate”

     3,403        3,262        3,271        4       0  

“Platinum”

     389,513        317,361        330,585        23       (4

Galicia Rural

     17,960        17,846        17,548        1       2  

American Express

     929,708        1,014,931        1,059,707        (8     (4

“Gold”

     289,743        311,942        329,011        (7     (5

International

     363,760        445,400        465,815        (18     (4

Platinum

     276,205        257,589        264,881        7       (3

MasterCard

     784,316        485,650        264,487        61       84  

“Gold”

     196,911        134,501        78,091        46       72  

MasterCard

     381,215        263,597        166,049        45       59  

Argencard

     200        274        326        (27     (16

“Platinum”

     96,068        49,967        13,534        92       269  

“Black”

     109,922        37,311        6,487        195       475  

Regional Credit Card Companies

     9,148,043        10,459,445        9,973,612        (13     5  

Local Brands (1)

     5,045,881        5,249,000        5,054,456        (4     4  

Visa

     3,529,516        4,452,617        4,211,135        (21     6  

MasterCard

     531,398        702,687        660,534        (24     6  

American Express

     41,248        55,141        47,487        (25     16  

CFA

     220,573        176,061        159,435        25       10  

Visa

     209,566        163,763        145,361        28       13  

MasterCard

     11,007        12,298        14,074        (10     (13
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

     13,454,861        14,310,335        13,563,025        (6     6  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total Amount of Purchases (in millions of Pesos)

   Ps. 268,393      Ps. 209,440      Ps. 146,508        28       43  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

(1) It corresponds to Tarjeta Naranja S.A., Tarjetas Cuyanas S.A. and La Anónima (including “La Anónima’s” credit cards for fiscal years 2016 and 2015).

 

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Administrative Expenses

The following table sets forth the components of our administrative expenses:

 

     Fiscal Year Ended      % Change  
     December 31,      December 31,  
     2017      2016      2015      2017/2016     2016/2015  
     (in millions of Pesos)      (in percentages)  

Salaries and Social Security Contributions

     10,728        8,247        6,150        30       34  

Personnel Services

     565        372        262        52       42  

Amount Accrued in Relation to Directors’ and Syndics’ Compensation

     78        80        111        (3     (28

Advertising and Publicity

     867        749        545        16       37  

Electricity and Communications

     670        460        308        46       49  

Property-related Expenses

     1,093        776        553        41       40  

Taxes

     2,323        1,719        1,219        35       41  

Other

     6,667        5,215        3,757        28       39  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

     22,991        17,618        12,905        30       37  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Fiscal Year 2017 compared to Fiscal Year 2016

Administrative expenses for the fiscal year ended December 31, 2017 were Ps.22,991 million, as compared to Ps.17,618 million for the fiscal year ended December 31, 2016, a 30% increase.

Salaries, social security contributions and expenses related to personnel services for the fiscal year ended December 31, 2017 were Ps.11,293 million, as compared to Ps.8,619 million for the fiscal year ended December 31, 2016, a 31% increase. Such increase was primarily attributable to the salary increase agreement with the unions. For the fiscal year ended December 31, 2017, the staff of Grupo Financiero Galicia and its subsidiaries was composed of 11,649 employees, while for the fiscal year ended December 31, 2016 the same staff was composed of 11,956 employees.

The remaining administrative expenses for the fiscal year ended December 31, 2017 was Ps.11,698 million, as compared to Ps.8,999 million for the fiscal year ended December 31, 2016, a 30% increase. Such increase was mainly attributable to the increase in amounts payable due to the different services provided by Grupo Financiero Galicia to the Bank.

Fiscal Year 2016 compared to Fiscal Year 2015

Administrative expenses for the fiscal year ended December 31, 2016 were Ps.17,618 million, as compared to Ps.12,905 million for the fiscal year ended December 31, 2015, a 37% increase.

Salaries, social security contributions and expenses related to personnel services for the fiscal year ended December 31, 2016 were Ps.8,619 million, as compared to Ps.6,412 million for the fiscal year ended December 31, 2015, a 34% increase. Such increase was mainly attributable to the salary increase agreement with the unions. For the fiscal year ended December 31, 2016, the staff of Grupo Financiero Galicia and its subsidiaries was composed of 11,956 employees, while for the fiscal year ended December 31, 2015 the same staff was composed of 12,131 employees.

The remaining administrative expenses for the fiscal year ended December 31, 2016 were Ps.8,999 million, as compared to Ps.6,493 million for the fiscal year ended December 31, 2015, a 39% increase. Such increase was mainly attributable to the increase in amounts payable due to the different services provided.

 

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Income from Insurance Activities

The following table shows the results generated on insurance activities:

 

     Fiscal Year Ended     % Change  
     December 31,     December 31,  
     2017     2016     2015     2017/2016     2016/2015  
     (in millions of Pesos)     (in percentages)  

Earned premiums and surcharges accrued

     3,262       3,413       2,516       (4     36  

Claims accrued

     (410     (490     (358     (16     37  

Surrenders

     (4     (6     (5     (33     20  

Annuities

     (6     (5     (4     20       25  

Underwriting, claims related and running expenses

     (746     (501     (350     49       43  

Other income

     21       41       2       (49     1,950  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     2,117       2,452       1,801       (14     36  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fiscal Year 2017 compared to Fiscal Year 2016

Income from insurance activities (excluding administrative expenses and taxes, net of eliminations related to related-party transactions) totaled Ps.2,117 million as of December 31, 2017, a 14% decrease as compared to the Ps.2,452 million of income recorded for the fiscal year ended December 31, 2016. This decrease was mainly due to the implementation of a new regulatory framework in respect of checking account insurance. During fiscal year 2017, Galicia Seguros S.A. earned Ps.3,262 million from premiums and surcharges accrued during the period, representing a decrease of approximately 4% as compared to fiscal year 2016.

In fiscal year 2017, the claims ratio remained at similar levels to those presented in the previous year.

With respect to sales, as of the end of fiscal year 2017, annualized premiums equaled Ps.1,677 million, representing an increase of approximately 58%, as compared to Ps.1,059 million as of the end of fiscal year 2016.

Fiscal Year 2016 compared to Fiscal Year 2015

Income from insurance activities (excluding administrative expenses and taxes, net of eliminations related to related-party transactions) totaled Ps.2,452 million as of December 31, 2016, a 36% increase as compared to the Ps.1,801 million of income recorded for the fiscal year ended December 31, 2015. This increase was mainly due to the increase in the volume of premiums written, primarily due to the evolution of the commercialization of property and life insurance products sold. During fiscal year 2016, Galicia Seguros S.A. earned Ps.3,413 million from premiums and surcharges accrued during the period, representing an increase of approximately 36% as compared to fiscal year 2015.

In fiscal year 2016, the claims ratio remained at similar levels to those presented in the previous year.

With respect to sales, as of the end of fiscal year 2016, annualized premiums equaled Ps.1,059 million, an increase of approximately 49%, as compared to Ps.709 million as of the end of fiscal year 2015.

Income from Equity Investments

Fiscal Year 2017 compared to Fiscal Year 2016

Income from equity investments for the fiscal year ended December 31, 2017 was Ps.221 million, as compared to Ps.80 million for the fiscal year ended December 31, 2016, a 176% increase. Such increase was mainly attributable to the sale of shares held in Aguas Cordobesas S.A. and higher dividends from Prisma Medios de Pago S.A. and Interbanking S.A.

Fiscal Year 2016 compared to Fiscal Year 2015

Income from equity investments for the fiscal year ended December 31, 2016 was Ps.80 million, as compared to Ps.100 million for the fiscal year ended December 31, 2015, a 20% decrease. Such decrease was mainly attributable to lower dividends from VISA Argentina S.A. in fiscal year 2016. This decrease was partially offset by a higher dividend from Interbanking S.A.

 

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Miscellaneous Income, Net

Fiscal Year 2017 compared to Fiscal Year 2016

Miscellaneous net income for the fiscal year ended December 31, 2017 was Ps.418 million, as compared to Ps.1,278 million for the fiscal year ended December 31, 2016, a 67% decrease. Such decrease was mainly due to higher net charges for other allowances. This decrease was partially offset by an increase in profits from loans recovered and default interest.

Fiscal Year 2016 compared to Fiscal Year 2015

Miscellaneous net income for the fiscal year ended December 31, 2016 was Ps.1,278 million, as compared to Ps.443 million for the fiscal year ended December 31, 2015, a 188% increase. Such increase was mainly due to the sale of a property owned by Banco Galicia, an increase in profits from loans recovered and default interest.

Income Tax

Fiscal Year 2017 compared to Fiscal Year 2016

The income tax charge for the fiscal year ended December 31, 2017 was Ps.4,955 million, as compared to Ps.3,353 million for the fiscal year ended December 31, 2016, a Ps.1,602 million, or 48%, increase.

The effective income tax rate for fiscal year 2017 was 37.3%, higher than the 35.8% recorded in 2016.

Fiscal Year 2016 compared to Fiscal Year 2015

The income tax charge for the fiscal year ended December 31, 2016 was Ps.3,353 million, as compared to Ps.2,801 million for the fiscal year ended December 31, 2015, a Ps.552 million, or 20%, increase.

The effective income tax rate for fiscal year 2016 was 35.8%, lower than the 39.2% recorded in 2015.

U.S. GAAP and Argentine Banking GAAP Reconciliation

General

We prepare our financial statements in accordance with Argentine Banking GAAP. The more significant differences between Argentine Banking GAAP and U.S. GAAP relate to the determination of the allowance for loan losses, the carrying value of certain government securities and receivables for government securities, the accounting of Banco Galicia’s foreign debt restructuring, goodwill, securitization and recognition of deferred income taxes. For more detail on differences in accounting treatment between Argentine Banking GAAP and U.S. GAAP as of December 31, 2017, 2016 and 2015, see Note 34 to our Consolidated Financial Statements.

Allowances for Loan Losses

With respect to the determination of the allowance for loan losses, we follow the rules of the Argentine Central Bank. Under these rules, reserves are based on minimum reserve requirements established by the Argentine Central Bank. U.S. GAAP requires that an impaired loan be generally valued at the present value of expected future cash flows discounted at the loan’s effective rate or at the fair value of the collateral if the loan is collateral dependent. For the purposes of analyzing our loan loss reserve under U.S. GAAP, we divide our loan portfolio into performing and non-performing commercial and consumer loans.

 

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The following table shows the allowance for loan losses for the periods indicated under Argentine Banking GAAP and U.S. GAAP and the corresponding shareholders’ equity adjustment under U.S. GAAP:

 

     December 31,
2017
     December 31,
2016
     December 31,
2015
 
     (in millions of Pesos)  

Argentine Banking GAAP

     6,410        4,766        3,622  

U.S. GAAP

        

ASC 310

        

Allowance for Loan Losses

     160        97        159  

ASC 450

     5,692        4,662        3,439  
  

 

 

    

 

 

    

 

 

 

U.S. GAAP Shareholders’ Equity Adjustment (1)

     559        7        24  
  

 

 

    

 

 

    

 

 

 

 

(1) Including qualitative and quantitative adjustments.

ASC 310 Analysis

The non-performing commercial loan portfolio is comprised of loans falling into the following classifications of the Argentine Central Bank:

 

    “With Problems”

 

    “High Risk of Insolvency”

 

    “Uncollectible”

The following table shows our loan loss reserve under ASC 310 for our non-performing commercial loan portfolio as of the dates indicated.

 

     December 31,
2017
     December 31,
2016
     December 31,
2015
 
     (in millions of Pesos)  

Loan Loss Reserve Under U.S. GAAP – ASC 310 Analysis

     160        97        159  

For such non-performing commercial loans, we applied the procedures required by ASC 310. For loans that were not collateral dependent, the expected future cash flows to be received from the loans were discounted using the interest rate at each balance sheet date for variable loans. Loans that were collateral dependent, and for which there was an expectation that the loan balance would be recovered via the exercise of collateral, were valued using the fair value of the collateral. In addition, in order to assess the fair value of collateral, we discounted collateral valuations due to the extended period of time that it can take to foreclose on assets in Argentina.

ASC 450 Analysis

To calculate the allowance required for smaller-balance impaired loans and unimpaired loans, we perform an analysis of historical losses from our consumer and performing commercial loan portfolios in order to estimate losses for U.S. GAAP purposes resulting from loan losses that had been incurred in such loan portfolios at the balance sheet date but which had not been individually identified.

Loss estimates are analyzed by loan type and thus for homogeneous groups of clients. Such historical ratios are updated to incorporate the most recent data reflecting current economic conditions, industry performance trends, geographic or obligor concentrations within each portfolio segment, and any other pertinent information that may affect the estimation of the allowance for loan losses. Many factors can affect Banco Galicia’s estimates of allowance for loan losses, including volatility of default probability, migrations and estimated loss severity.

 

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We estimate that, on average, it takes a period of up to one year between the trigger of an impairment event and identification of a loan as being a probable loss for consumer and performing commercial loans.

The increase in the allowances recorded under ASC 450 is mostly due to a higher volume of credit card transactions and personal loans granted during 2017 and 2016 and the worsening of macroeconomic factors, such as the inflation and unemployment rates for 2017 and 2016. The table below shows our loan loss reserve under ASC 450 for consumer and performing commercial loans as of the dates indicated.

 

     December 31,
2017
     December 31,
2016
     December 31,
2015
 
     (in millions of Pesos)  

Loan Loss Reserve Under U.S. GAAP – ASC 450 Analysis

     5,692        4,662        3,439  

In addition to assessing the reasonableness of the loan loss reserve as described above, Grupo Financiero Galicia makes an overall determination of the adequacy of each period’s reserve based on such ratios as:

 

    Loan loss reserves as a percentage of non-accrual loans,

 

    Loan loss reserves as a percentage of total amounts past due, and

 

    Loan loss reserves as a percentage of past-due unsecured amounts.

The table below shows the above-mentioned ratios as of the dates indicated.

 

     December 31,
2017
    December 31,
2016
    December 31,
2015
 

Loan Loss Reserves as a Percentage of Non-accrual Loans

     109.18     128.53     135.35

Loan Loss Reserves as a Percentage of Total Amounts Past Due

     72.82     83.53     94.13

Loan Loss Reserves as a Percentage of Past-due Unsecured Amounts

     134.04     145.61     153.26

The allowance for loan losses has increased approximately 23% during 2017 under U.S. GAAP. This variation is due to an increase in the portfolio of loans to the private sector and to the qualitative approach reflecting current economic conditions, industry performance trends, geographic or obligor concentrations, within each portfolio segment required for smaller-balance impaired and unimpaired.

Government Securities and Securities Issued by the Argentine Central Bank

As of December 31, 2017 and 2016, under Argentine Banking GAAP, Grupo Financiero Galicia holds government securities which are classified under the caption “Holdings Recorded at their Acquisition Cost plus I.R.R.” Grupo Financiero Galicia also holds government securities issued by the Argentine Central Bank, classified under the caption “Securities issued by the Argentine Central Bank”, which are recorded at the closing price of each class of security in the corresponding market or at their present value, plus the value of amortization and/or interest due and payable.

For U.S. GAAP purposes, these securities were classified as trading and accounted for at its fair value with changes recorded in the income statement, and cetain securities were classified as available for sale and measured at fair value with changes recorded in other comprenhensive income (see Note 34(e) to our financial statements).

Foreign Debt Restructuring

On May 18, 2004, Grupo Financiero Galicia completed the restructuring of its foreign debt. As a result of this restructuring, Grupo Financiero Galicia recorded a Ps.142.5 million gain under Argentine Banking GAAP.

 

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For U.S. GAAP purposes, the restructuring is accounted for in each of two steps. The first step of the restructuring required the holders of our debt to exchange its old debt for new debt in two tranches. Pursuant to “Determining Whether a Debtor’s Modification or Exchange of Debt Instruments” is within the scope of ASC 470 (ASC 820), we did not receive any concession from the holders of the debt and therefore, the first step of the restructuring was not considered a trouble debt restructuring. Pursuant to “Debtors Accounting for a Modification or Exchange of Debt Instruments” ASC 470-50, the first step of the restructuring was accounted for as a modification of the old debt and therefore we did not recognize any gain or loss. The second step of the restructuring offers the holders of our debt issued in the first step explained above the option to exchange it for new securities including cash, Boden 2012 Bonds and our equity shares. Pursuant to U.S. GAAP, this second step of the restructuring was accounted for in accordance with “Accounting by Debtors and Creditors for Trouble Debt Restructurings” ASC 310-40, as a partial settlement of the debt through the transfer of certain assets and equity at its fair value. After deducting the considerations used to repay the debt, ASC 310-40 requires the comparison of the future cash outflows of the restructured debt and the carrying of the debt at the restructuring date.

Gain on troubled debt restructuring is only recognized when the remaining carrying value of the debt at the date of the restructuring exceeds the total future cash payments of the restructured debt reduced by the fair value of the assets and equity given as payment of the debt. Since the total future cash outflows of the restructured debt exceeds the carrying value of the old debt, no gain on restructuring was recorded under U.S. GAAP.

As a result, under U.S. GAAP, the carrying amount of the restructured debt is greater than the amount recorded under Argentine Banking GAAP. Therefore, under U.S. GAAP, a new effective interest rate was determined to reflect the present value of the future cash payments of the restructured debt.

Furthermore, under U.S. GAAP, expenses incurred in a trouble debt restructuring are expensed as incurred. Expenses related to the issuance of equity were deducted directly from the shareholders’ equity.

During 2016, Grupo Galicia prepaid certain subordinated negotiable obligations, which were originally scheduled to be paid in 2019. Consequently, no shareholders’equity adjustment was recorded as of December 31, 2016 and 2017. Shareholders’ equity adjustments between Argentine Banking GAAP and U.S. GAAP as of December 31, 2015, amounted to a decrease of Ps.69 million.

The income statement adjustment as of December 31, 2016 and 2015, amounted to Ps.69 and Ps.(13), respectively.

Securitizations

The following table summarizes the adjustment for U.S. GAAP purposes related to securitization transactions as of December 31, 2017 and 2016:

 

     As of December 31,  
     2017      2016  
     (in millions of Pesos)  
     Book Value
Argentine
Banking
GAAP
     Fair Value –
Book value
under U.S.
GAAP
     U.S. GAAP
Shareholders’
Equity
Adjustment
     Book Value
Argentine
Banking
GAAP
     Fair Value –
Book value
under U.S.
GAAP
     U.S. GAAP
Shareholders’
Equity
Adjustment
 

Galtrust I (1)

     97        141        44        505        541        36  

Saturno Trust (2)

     17        22        5        23        25        2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     114        163        49        528        566        38  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

(1) Financial Trust “Galtrust I”

The financial trust “Galtrust I” was created in October 2000 in connection with the securitization of provincial loans for a total amount of Ps.1,102 million. The securitized loans were from the portfolio of loans granted to provincial governments, guaranteed by the federal tax revenues shared with the provincial governments.

During 2002, the portfolio of loans and the related retained interest payments in Galtrust I were subject to the pesification. As a result, the retained interest in the trust was converted into Pesos at an exchange rate of Ps.1.40 to U.S. $1.00 and the interest rate for their debt securities changed to CER plus 10%. During 2003, Galtrust I had swapped its provincial loans for Bogar Bonds.

 

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Under Argentine Banking GAAP, this transaction was accounted for as sales and the participation certificates retained by the Bank are recorded at the present value of cash flows discounted by the I.R.R. of instruments with similar characteristics and duration and with volatility. When the book value exceeds the present value, the monthly accrual is recorded in an asset offset account.

The retained interest in the trust was recorded under Argentine Central Bank rules in the “Other Receivables from Financial Brokerage”, and its balance as of December 31, 2017 and 2016, was Ps.96 million and Ps.505 million, respectively.

In accordance with ASC 810, Grupo Financiero Galicia was deemed to be the primary beneficiary of this trust and, therefore, the Bank reconsolidated the assets and liabilities of the mentioned trust. Upon consolidation, the Bogar Bonds were classified as available-for-sale securities and measured at fair value with changes recorded in other comprehensive income. The profit and loss impact is generated by the reclassification of Other comprehensive income to the net income as a consequence of the amortization of the Bogar Bonds 2018.

(2) Saturno Trust

Under Argentine Banking GAAP, certain loans that Grupo Financiero Galicia had in its portfolio were transferred to Saturno Trust. In exchange for the loans transferred, Grupo Financiero Galicia received all the participation certificates, which were accounted for at cost. According to the foregoing, as of December 31, 2017 and 2016, Saturno Trust was recorded under the caption “Other Receivable from Financial Brokerage” for an amount of Ps.17 million and Ps.23 million, respectively.

In accordance with ASC 810, Grupo Financiero Galicia was deemed to be the primary beneficiary of this trust and, therefore, the Bank reconsolidated the assets and liabilities of the mentioned trust. Upon consolidation, the loans have been measured at amortized cost with its corresponding allowance for loan losses measured in accordance with ASC 310.

Software Costs

ASC 350-40 under U.S. GAAP defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage, and provides that only the second stage costs should be capitalized. Under Argentine Banking GAAP, the Bank capitalized costs relating to all three of the stages of software development.

Under U.S. GAAP, the costs related to the first and third stages are expensed as incurred. In addition, the amortization of capitalized expenses related to the first and third stages recorded under Argentine Banking GAAP are reversed.

As a result, the Shareholders’ Equity adjustment between Argentine Banking GAAP and U.S. GAAP as of December 31, 2017 was Ps.844 million, as compared to an adjustment of Ps.926 million as of December 31, 2016.

Liability from the Extinguishment of Non-Controlling Interests

As of December 31, 2017, the Bank recognized a financial liability for a commitment to purchase a 6% interest in Tarjetas Regionales in the amount of Ps.919,935. ASC 480 sets forth that a commitment to purchase non-controlling interest should be accounted for as a financial liability at fair value. The non-controlling interest is derecognized and the differences with the carrying value is recognized as additional paid in capital.

 

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Commissions on Loans

Under Argentine Banking GAAP, the Bank does not defer loan origination fees and costs. In accordance with ASC 310 under U.S. GAAP, loan origination fees net of certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of yield.

As a result, the Shareholders’ Equity adjustment between Argentine Banking GAAP and U.S. GAAP as of December 31, 2017 was Ps.(179,264), as compared to an adjustment of Ps.(81,904) as of December 31, 2016.

Additional information required by U.S. GAAP

The table below presents the aggregated assets and liabilities of the financial trusts which have been consolidated for U.S. GAAP purposes:

 

     As of December 31,  
     2017      2016  

Cash and Due from Banks

   Ps. 43      Ps. 36  

Government Securities and Promissory Notes

     96        469  

Loans

     17        19  

Investment

     2        5  

Other Assets

     6        1  
  

 

 

    

 

 

 

Total Assets

   Ps. 164      Ps. 530  
  

 

 

    

 

 

 

Certificates of Participation

   Ps. 162      Ps. 528  

Other Liabilities

     2        2  
  

 

 

    

 

 

 

Total Liabilities

   Ps. 164      Ps. 530  
  

 

 

    

 

 

 

Our maximum loss exposure, which amounted to Ps.116 million and Ps.530 million as of December 31, 2017 and 2016, respectively, is based on the unlikely events that all the assets in the VIE’s become worthless and incorporates potential losses associated with assets recorded on our balance sheet.

Income Tax

Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and, therefore, income taxes for Banco Galicia and CFA are recognized on the basis of amounts due in accordance with Argentine tax regulations. Grupo Financiero Galicia and its non-bank subsidiaries, however, apply the deferred income tax method. As a result, Grupo Financiero Galicia and its non-banking subsidiaries have recognized a net deferred income tax asset of Ps.330,290 as of December 31, 2017, as compared to Ps.701,021 as of December 31, 2016.

In addition, Grupo Financiero Galicia recorded as an asset the credit related to Minimum Presumed Income Tax (MPIT) in an amount of Ps.8,912 as of December 31, 2017, as compared to Ps.9,424 as of December 31, 2016. The MPIT credit will be computable as a down payment of any income tax excess over minimum notional income tax through the next ten years.

For the purposes of U.S. GAAP reporting, we applied ASC 740-10 “Accounting for Income Taxes”. Under this method, income tax is recognized based on the assets and liabilities method whereby deferred tax assets and liabilities are established for temporary differences between the financial reporting and tax basis of our assets and liabilities. Deferred tax assets are recognized if it is more likely than not those assets will be realized.

According to the taxable income projections, Grupo Financiero Galicia estimates that is more likely than not that it will recover the temporary differences and the presumed minimum income tax with future taxable income and the presumed minimum income tax will be utilized. Therefore, no valuation allowance was provided against presumed minimum income tax and temporary differences.

“Accounting for Uncertainty in Income Taxes”, ASC 740-10 was issued in July 2006 and interprets FASB Statement of Financial Accounting Standards ASC 740-10. ASC 740-10 became effective for us on January 1, 2007 and prescribes a comprehensive model for the recognition, measurement, financial statement presentation and disclosure of uncertain tax positions taken or expected to be taken in a tax return. ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

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We classify income tax-related interest and penalties as income taxes in the financial statements. The adoption of this pronouncement had no effect on our overall financial position or results of operations.

Summary

As a result of the above and other differences, our net income attributable to parent and shareholders’ equity under Argentine Banking GAAP and U.S. GAAP for the periods indicated were as follows:

 

     Net Income      Shareholders’ Equity (Deficit)  
     Argentine Banking
GAAP
     U.S. GAAP      Argentine Banking
GAAP
     U.S. GAAP  
     (in millions of Pesos)  

Fiscal Year 2017

     8,329        8,983        39,300        39,006  

Fiscal Year 2016

     6,018        6,037        20,353        20,087  

Fiscal Year 2015

     4,338        4,336        14,485        14,383  

The significant differences that result between shareholders’ equity under U.S. GAAP and shareholders’ equity under Argentine Banking GAAP primarily reflect that:

 

    Under U.S. GAAP, ASC 850-40 defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Under U.S. GAAP, only second stage costs should be capitalized. Under Argentine Banking GAAP, the Bank capitalized costs relating to all three of the stages of software development.

 

    As of December 31, 2017, the Bank recognized a financial liability for the commitment to purchase a 6% interest in Tarjetas Regionales in the amount of Ps.919,935. ASC 480 sets forth that a commitment to purchase non-controlling interest should be accounted for as a financial liability at fair value. The non-controlling interest is derecognized and the differences with the carrying value is recognized as additional paid in capital.

 

    The recognition of the Deferred Income Taxes differs under Argentine Banking GAAP as compared to U.S. GAAP. Under Argentine Banking GAAP banking companies are not allowed to record Deferred Income Tax, as such Grupo Galicia and its non-banking subsidiaries have recognized a deferred tax asset for local purposes. As such, the U.S. GAAP adjustment includes: (a) Deferred Income Taxes for banking companies not recorded for local purposes and; (b) tax effects on the U.S. GAAP adjustments including in the reconciliation.

 

    In accordance with U.S. GAAP under ASC 310, loan origination fees net of certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of yield. Under Argentine Banking GAAP, the Bank does not defer loan origination fees and costs.

Results by Segments

The presentation of our segment disclosures for the years ended December 31, 2017, 2016 and 2015 corresponds with our internal reporting structure, under which the banking business is considered a single segment evaluated regularly by our management in deciding how to allocate resources and in assessing the performance of our business.

We measure the performance of each of our business segments primarily in terms of “Net income”, in accordance with the regulatory reporting requirements of the Argentine Central Bank. Net income and other information by segment are based on Argentine Banking GAAP and are consistent with the presentation of our consolidated financial statements.

 

 

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Our disclosure segments are as follows:

 

    Banking: our banking business segment represents Banco Galicia.

 

    Regional Credit Cards: our regional credit cards business segment represents the accounts of Tarjetas Regionales consolidated with its subsidiaries and of Tarjetas del Mar (only until March 31, 2017).

 

    CFA: the CFA business segment primarily extends unsecured personal loans to low and middle-income segments of the Argentine population. It represents the accounts of CFA and Cobranzas y Servicios.

 

    Insurance: our insurance business segment represents the accounts of Sudamericana and its subsidiaries.

 

    Other Grupo Galicia Businesses: this segment includes the results of Net Investment, Galicia Warrants, Galicia Administradora de Fondos (since April 2014, when Banco Galicia sold its interest in the company to Grupo Financiero Galicia) and Galicia Valores.

Our results by segment are shown in Note 30 to our audited consolidated financial statements. Below is a discussion of our results of operations by segment for the years ended December 31, 2017, December 31, 2016 and December 31, 2015.

Banking

The table below shows the results of our banking business segment.

 

     For the year ended December 31,  
     2017     2016     2015  
     (in millions of Pesos, except percentages)  

Gross Brokerage Margin

     15,625       10,511       8,353  

Net Income from Services

     7,742       6,010       4,172  
  

 

 

   

 

 

   

 

 

 

Net Operating Revenue

     23,367       16,521       12,525  
  

 

 

   

 

 

   

 

 

 

Provisions for Loan Losses

     2,585       1,526       1,061  

Administrative Expenses

     13,689       10,146       7,395  
  

 

 

   

 

 

   

 

 

 

Net Operating Income

     7,093       4,849       4,069  
  

 

 

   

 

 

   

 

 

 

Income from Equity Investments

      

Tarjetas Regionales SA

     2,114       1,098       1,179  

Compañía Financiera Argentina

     —         345       57  

Sudamericana

     57       90       50  

Others

     291       156       146  
  

 

 

   

 

 

   

 

 

 

Income from Equity Investments

     2,462       1,689       1,433  
  

 

 

   

 

 

   

 

 

 

Other Income (Loss)

     (24     409       (67
  

 

 

   

 

 

   

 

 

 

Pre-tax Income

     9,531       6,948       5,435  
  

 

 

   

 

 

   

 

 

 

Income Tax Provision

     2,616       1,854       1,522  
  

 

 

   

 

 

   

 

 

 

Net Income

     6,915       5,094       3,913  
  

 

 

   

 

 

   

 

 

 

Net Income as a % of Grupo Financiero Galicia’s Net Income

     83     85     90

Average Loans

     124,184       84,002       58.277  

Average Deposits

     149,075       108,820       72.974  

Net income for this segment amounted to Ps.6,915 million for the fiscal year ended December 31, 2017, a Ps.1,821 million or 36% increase as compared to Ps.5,094 million for the fiscal year ended December 31, 2016, which in turn was Ps.1.181 million higher than the Ps.3,913 million for the fiscal year ended December 31, 2015. The Ps.1,821 million increase in net income was primarily a result of an increase of Ps.6,846 million in net operating revenues, partially offset by higher administrative expenses in an amount of Ps.3,543 million, higher provisions for loans losses of Ps.1,059 million and higher income tax in an amount of Ps.762 million.

 

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The increase in net operating revenue for the fiscal year ended December 31, 2017 was due to the 49% increase in gross brokerage margin from Ps.10,511 million to Ps.15,625 million and to the 29% increase in net income from services from Ps.6,010 million to Ps.7,742 million, in each case for the fiscal year ended December 31, 2017 as compared to the fiscal year ended December 31, 2016.

The average of interest-earning assets for the fiscal year ended December 31, 2017 increased to Ps.48,819 million, as compared to Ps.134,433 million for fiscal year ended December 31, 2016, primarily as a result of an increase in loans to the private sector. Such increase in loans was comprised of an increase of (i) Ps.11,254 million, or 26%, in credit cards; (ii) Ps.10,118 million, or 40%, in advances; (iii) Ps.8,241 million, or 82%, in personal loans; (iv) Ps.400 million, or 59%, in pledge loans.

According to information provided by the Argentine Central Bank, as of December 31, 2017, Banco Galicia’s estimated market share of loans to the private sector was 9.64%, as compared to 9.63% as of December 31, 2016 and 9.26% as of December 31, 2015.

Financial expenses for the fiscal year ended December 31, 2017 was Ps.16,272 million, as compared to Ps.16,890 million for the fiscal year ended December 31, 2016, a 4% decrease, which was primarily attributable to a decrease in the average balance of interest-bearing liabilities.

With respect to total interest-bearing liabilities, transactional deposits were Ps.57,473 million, as compared to Ps.27,117 million, a 112% increase, and time deposits were Ps.57,779 million, as compared to Ps.53,581 million, an 8% increase, in each case for the fiscal year ended December 31, 2017 as compared to the fiscal year ended December 31, 2016. In addition, the decrease in the average rate on interest-bearing deposits (checking accounts, savings accounts and time deposits) from 9.49% for the fiscal year ended December 31, 2017, as compared to 16.19% for the fiscal year ended December 31, 2016, was mainly attributable to the decrease of the interest rate on time deposits, which was consistent with overall macroeconomic trends.

According to information provided by the Argentine Central Bank, as of December 31, 2017, Banco Galicia’s estimated market share of deposits from the private sector was 10.18%, as compared to 9.86% as of December 31, 2016 and 9.35% as of December 31, 2015.

Net income for the fiscal year ended December 31, 2017 included a Ps.1,725 million gain from currency quotation differences and a Ps.1,851 million gain from foreign exchange brokerage activities. This increase was partially offset by a Ps.127 million in connection with the valuation of the foreign currency net position and from foreign currency futures transactions. Net income for the fiscal year ended December 31, 2016 included a Ps.974 million gain from currency quotation differences, a Ps.1,153 million gain from foreign exchange brokerage activities, a Ps.179 million gain from the valuation of the foreign currency net position and from foreign currency futures transactions.

Net income from services for the fiscal year ended December 31, 2017 was Ps.7,742 million, as compared to Ps.6,010 million for the fiscal year ended December 31, 2016, a 29% increase. Such increase was mainly due to an increase in business volume and the rise in prices (in compliance with the procedures established by the regulations of the Argentine Central Bank related to individuals).

The main components of income from services are fees related to deposit accounts, credit and debit card transactions, which is the important component of the Bank’s income from services, check collections and credit-related fees. With respect to credit cards, revenue from such segment for the fiscal year ended December 31, 2017 was Ps.5,253 million, as compared to Ps.4,543 million for the fiscal year ended December 31, 2016, a 16% increase. For the fiscal year ended December 31, 2017, credit cards managed were 4.1 million, as compared to 3.7 million for the fiscal year ended December 31, 2016, an 11% increase. Such growth was primarily attributable to an increase in consumption during the same period.

Provisions for loan losses and other receivables for the fiscal year ended December 31, 2017 were Ps.2,585 million, as compared to Ps.1,526 million for the fiscal year ended December 31, 2016, a 69% increase, which was primarily attributable to an increase in the amount of consumer portfolios in arrears and by higher regulatory provisions on current portfolios as a consequence of the increase in the size of the credit portfolio.

 

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Administrative expenses for the fiscal year ended December 31, 2017 were Ps.13,689 million, as compared to Ps.10,146 million for the fiscal year ended December 31, 2016, a 35% increase. Such increase was primarily attributable to higher personnel and other administrative expenses. The increase in personnel expenses, which includes salaries, social security contributions and expenses related to personnel services, for the fiscal year ended December 31, 2017 was mainly due to the salary increase agreement with the unions.

As of the fiscal year ended December 31, 2017, the Bank had 6,214 employees, as compared to 5,799 employees as of the fiscal year ended December 31, 2016, a 7% increase. The increase in other administrative expenses for the fiscal year ended December 31, 2017 was mainly due to the increase of expenses related to services provided by the Bank.

Income from equity investments for the fiscal year ended December 31, 2017 was Ps.2,462 million, as compared to Ps.1,689 million for the fiscal year ended December 31, 2016, a 46% increase. Such increase was mainly attributable to an increase in the profits of Tarjetas Regionales, from Ps.1,098 million for the fiscal year ended December 31, 2016 to Ps.2,114 million for the fiscal year ended December 31, 2017. Such increase was partially offset by a decrease in the profits of CFA from Ps.345 million for the fiscal year ended December 31, 2016 to Ps.0 million for the fiscal year ended December 31, 2017 as a result of the sale of such company, and a decrease in the profits of Sudamericana from Ps.90 million for the fiscal year ended December 31, 2016 to Ps.57 million for the fiscal year ended December 31, 2017. For more information, see “—Regional Credit Cards”, “—CFA” and “—Insurance”.

Other net income (loss) for the fiscal year ended December 31, 2017 was a loss of Ps.24 million, as compared to an income of Ps.409 million for the fiscal year ended December 31, 2016, which was higher than the Ps.67 million loss for the fiscal year ended December 31, 2015. Such decrease was attributable to an increase in other losses in an amount of Ps.740 million for the fiscal year ended December 31, 2017, as compared to Ps.363 million for the fiscal year ended December 31, 2016.

The income tax charge for the fiscal year ended December 31, 2017 was Ps.2,616 million, as compared to Ps.1,854 million for fiscal year ended December 31, 2016, a 41% increase.

Regional Credit Cards

The table below shows the results of our regional credit cards business segment.

 

     For the year ended December 31,  

In millions of Pesos, except percentages

   2017     2016     2015  

Gross Brokerage Margin

     5,917       4,019       2,685  

Net Income from Services

     6,746       5,267       4,221  
  

 

 

   

 

 

   

 

 

 

Net Operating Revenue

     12,663       9,286       6,906  
  

 

 

   

 

 

   

 

 

 

Provisions for Loan Losses

     2,018       1,661       753  

Administrative Expenses

     6,939       5,676       4,168  
  

 

 

   

 

 

   

 

 

 

Net Operating Income

     3,706       1,949       1,985  
  

 

 

   

 

 

   

 

 

 

Income from Equity Investments

     —         —         —    

Other Income

     679       626       427  

Non-Controlling Interests

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Pre-tax Income

     4,385       2,575       2,412  
  

 

 

   

 

 

   

 

 

 

Income Tax Provision

     1,640       1,118       863  
  

 

 

   

 

 

   

 

 

 

Net Income

     2,745       1,457       1,549  
  

 

 

   

 

 

   

 

 

 

Net Income as a % of Grupo Financiero Galicia’s Net Income

     33     24     36

Average Loans

     28,686       23,132       16,415  

 

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For the fiscal year ended December 31, 2017, the Regional Credit Card Companies recorded net income of Ps.2,745 million, as compared to Ps.1,457 million for the fiscal year ended December 31, 2016, representing a Ps.1,288 million, or 88%, increase.

The increase in income corresponding to the Regional Credit Card Companies for the fiscal year ended December 31, 2017 was mainly attributable to an increase in net operating revenues of Ps.3,377 million. Such increase was partially offset by increases of provisions for loan losses of Ps.357 million, administrative expenses of Ps.1,263 million and income tax of Ps.522 million.

Net operating revenues for the fiscal year ended December 31, 2017 were Ps.12,663 million, as compared to Ps.9,286 million for fiscal year ended December 31, 2016, a 36% increase. Such increase was a result of a Ps.1,898 million, or 47%, increase in gross brokerage margin and a Ps.1,479 million, or 28%, increase in net income from services. Net operating income for the fiscal year ended December 31, 2017 was Ps.3,706 million, as compared to Ps.1,949 million for the fiscal year ended December 31, 2016, a 90% increase, mainly due to an increase in the average amount of purchases and loans, as well as an increase in the volume of transactions.

As of December 31, 2017, provisions for loan losses were Ps.2,018 million, as compared to Ps.1,661 million as of December 31, 2016, a 21% increase, mainly due to increased levels of default by customers of the Regional Credit Card Companies.

Administrative expenses for the fiscal year ended December 31, 2017 were Ps.6,939 million, as compared to Ps.5,676 million for the fiscal year ended December 31, 2016, a 22% increase, mainly due to the salary increase agreement with the unions and increased economic activity and costs related to costs associated with employee compensation.

Other net income for the fiscal year ended December 31, 2017 was Ps.679 million, as compared to Ps.626 million for the fiscal year ended December 31, 2016, an 8% increase. Such increase was mainly due to an increase in loans recovered.

The income tax charge during fiscal year 2017 was Ps.1,640 million, Ps.522 million higher than in fiscal year 2016.

The Regional Credit Card Companies grew in the following key segments during fiscal year 2017, as compared to fiscal year 2016, such increases primarily corresponding to the businesses of Tarjeta Naranja and Tarjetas Cuyanas:

 

    average statements issued: 2% growth, reaching an annual average of 3.4 million customers;

 

    increase in retail sales: 29%, from Ps.101,806 million to Ps.131,340 million;

 

    increase in loan portfolio: 21%, amounting to Ps.51,288 million; and

 

    increase in the number of purchase transactions: 5%, reaching 172 million.

With respect to the distribution network, service centers decreased to 257 as of December 31, 2017, as compared to 262 as of December 31, 2016. The openings of branches in Buenos Aires and the greater metropolitan area were offset by the closing of branches in other locations.

As of December 31, 2017, the Regional Credit Card Companies had 3,916 employees, as compared to 4,575 employees as of December 31, 2016.

For the fiscal year ended December 31, 2016, the Regional Credit Card Companies recorded net income of Ps.1,457 million, as compared to Ps.1,549 million for the fiscal year ended December 31, 2015, representing a Ps.92 million, or 6%, decrease.

 

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The decrease in income corresponding to the Regional Credit Card Companies for the fiscal year ended December 31, 2016 was mainly attributable to an increase in customer payment defaults.

Net operating revenues for the fiscal year ended December 31, 2016 were Ps.9,286 million, as compared to Ps.6,906 million for the fiscal year ended December 31, 2015, a 34% increase. Such increase was a result of a Ps.1,334 million, or 50%, increase in gross brokerage margin and a Ps.1,046 million, or 25%, increase in net income from services. Net operating income for the fiscal year ended December 31, 2016 was Ps.1,949 million, as compared to Ps.1,985 million for the fiscal year ended December 31, 2015, a 2% decrease, mainly due to an increase in provisions for loan losses and an increase in payments related to taxes and fees.

As of December 31, 2016, provisions for loan losses were Ps.1,661 million, as compared to Ps.753 for the fiscal year ended December 31, 2015, a 121% increase, mainly due to increased levels of default by customers of the Regional Credit Card Companies.

Administrative expenses for the fiscal year ended December 31, 2016 were Ps.5,676 million, as compared to Ps.4,168 million for the fiscal year ended December 31, 2015, a 36% increase, mainly due to the salary increase agreement with the unions and increased economic activity and costs related to an increase in payments related to taxes and fees.

Other net income for the fiscal year ended December 31, 2016 was Ps.626 million, as compared to Ps.427 million for the fiscal year ended December 31, 2015, a 47% increase. Such increase was mainly due to an increase in loans recovered.

The income tax charge during fiscal year 2016 was Ps.1,118 million, Ps.255 million higher than in fiscal year 2015.

The Regional Credit Card Companies grew in the following key segments during fiscal year 2016, as compared to fiscal year 2015, such increases primarily corresponding to the businesses of Tarjeta Naranja and Tarjetas Cuyanas:

 

    average statements issued: 5% growth, reaching an annual average of 3.3 million customers;

 

    increase in retail sales: 42%, from Ps.71,608 million to Ps.101,806 million;

 

    increase in loan portfolio: 42%, amounting to Ps.42,463 million; and

 

    increase in the number of purchase transactions: 10%, reaching 163 million.

With respect to the distribution network, there were 260 service centers for both the fiscal years December 31, 2016 and 2015. The openings of branches in Buenos Aires, the province of Corrientes and the province of Formosa were offset by the closing of branches in other locations.

As of December 31, 2016, the Regional Credit Card Companies had 4,575 employees, as compared to 5,040 employees as of December 31, 2015.

CFA

The table below sets forth the results of operations of CFA’s business segment:

 

     For the year ended December 31,  

In millions of Pesos, except percentages

   2017      2016      2015  

Gross Brokerage Margin

     2,142        1,469        1,255  

Net Income from Services

     360        300        270  
  

 

 

    

 

 

    

 

 

 

Net Operating Revenue

     2,502        1,769        1,525  
  

 

 

    

 

 

    

 

 

 

Provisions for Loan Losses

     602        346        400  

Administrative Expenses

     1,579        1,232        930  
  

 

 

    

 

 

    

 

 

 

 

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     For the year ended December 31,  

Net Operating Income

     321       191       195  
  

 

 

   

 

 

   

 

 

 

Income from Equity Investments

     —         1       2  

Other Income

     113       293       101  

Pre-tax Income

     434       485       298  
  

 

 

   

 

 

   

 

 

 

Income Tax Provision

     158       143       139  
  

 

 

   

 

 

   

 

 

 

Net Income

     276       342       159  
  

 

 

   

 

 

   

 

 

 

Net Income as a % of Grupo Financiero Galicia’s Net Income

     3     6     4

Average Loans

     6,313       4,031       3,140  

Average Deposits

     816       774       900  

Net income for the fiscal year ended December 31, 2017 was Ps.276 million, as compared to Ps.342 million for the fiscal year ended December 31, 2016, a 19% decrease, which was primarily attributable to an increase in the provisions for loan losses and an increase in administrative expenses.

Net operating revenue for the fiscal year ended December 31, 2017 was Ps.2,502 million, as compared to the Ps.1,769 million for the fiscal year ended December 31, 2016, a 41% increase. This increase was due to an increase in gross brokerage margin and net income from services as compared to the fiscal year ended December 31, 2016.

Gross brokerage margin for the fiscal year ended December 31, 2017 was Ps.2,142 million, as compared to Ps.1,469 million for the fiscal year ended December 31, 2016, a 46% increase. Such increase was mainly due to an increase in earnings of the credit card portfolio, a higher rate of return on outstanding loans and the elimination of the cap on the interest rates by the Argentine Central Bank.

Net income from services for the fiscal year ended December 31, 2017 was Ps.360 million, as compared to Ps.300 million for the fiscal year ended December 31, 2016, a 20% increase. Such increase was mainly due to higher fees related to credit cards, insurance and income related to benefits accounts for retired individuals.

Provisions for loan losses for the fiscal year ended December 31, 2017 were Ps.602 million, as compared to Ps.346 million for the fiscal year ended December 31, 2016, a 74% increase. Such increase was a result of as increase in the number of loans in default.

Administrative expenses for the fiscal year ended December 31, 2017 were Ps.1,579 million, as compared to Ps1,232 million for the fiscal year ended December 31, 2016, a 28% increase. Such increase was mainly due to increases in (i) expenses related to personnel in an amount of Ps.128 million in connection with salary increase agreements and an increased number of employees, (ii) expenses related to security services in an amount of Ps.48 million, (iii) expenses related to taxes in an amount of Ps.36 million, (iv) expenses related to administrative services in an amount of Ps.29 million, and (v) expenses related to leasing in an amount of Ps.29 million as a result of the devaluation of the Dollar, which affected Dollar-denominated contracts.

As of December 31, 2017, CFA had approximately 80,000 customers, 1,117 employees, 63 branches and 31 points of sale throughout Argentina, as compared to 517,000 customers, 1,164 employees, 57 branches and 37 points of sale throughout Argentina as of December 31, 2016.

Net loans to the private sector for the year ended December 31, 2017 were Ps.6,952 million, as compared to Ps.2,929 million for the year ended December 31, 2016, a 137% increase. Shareholders’ equity as of December 31, 2017 was Ps.1,240 million, as compared to Ps.1,324 million for the fiscal year ended December 31, 2016, a 6% decrease.

Net income for the fiscal year ended December 31, 2016 was Ps.342 million, as compared to Ps.159 million for the fiscal year ended December 31, 2015, a 115% increase, which was primarily attributable to a decrease in provisions for loan losses and an increase in other income.

 

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Net operating revenue for the fiscal year ended December 31, 2016 was Ps.1,769 million, as compared to the Ps.1,525 million for the fiscal year ended December 31, 2015, a 16% increase. This increase was due to an increase in gross brokerage margin and net income from services as compared to the fiscal year ended December 31, 2015.

Gross brokerage margin for the fiscal year ended December 31, 2016 was Ps.1,469 million, as compared to Ps.1,255 million for the fiscal year ended December 31, 2015, a 17% increase. Such increase was mainly due to an increase in earnings of the credit card portfolio, a higher rate of return on outstanding loans and the elimination of the cap on the interest rates by the Argentine Central Bank.

Net income from services was Ps.300 million for the fiscal year ended December 31, 2016, as compared to Ps.270 million for the fiscal year ended December 31, 2015, an 11% increase. Such increase was mainly due to higher fees related to credit cards, insurance and income related to benefits accounts for retired individuals.

Provisions for loan losses for the fiscal year ended December 31, 2016 were Ps.346 million, as compared to Ps.400 million for the fiscal year ended December 31, 2015, a 14% decrease. Such decrease was a result of a decrease in the number of loans in default.

Administrative expenses for the fiscal year ended December 31, 2016 were Ps.1,232 million, as compared to Ps.930 million for the fiscal year ended December 31, 2015, a 32% increase. Such increase was mainly due to increases in (i) expenses related to personnel in an amount of Ps.117 million in connection with salary increase agreements and an increased number of employees, (ii) expenses related to security services in an amount of Ps.16 million, (iii) expenses related to taxes in an amount of Ps.24 million, (iv) expenses related to administrative services in an amount of Ps.35 million, (v) expenses related to maintenance and capital expenditures of Ps.16 million, and (vi) expenses related to leasing in an amount of Ps.35 million as a result of the devaluation of the Dollar, which affected Dollar-denominated contracts.

As of December 31, 2016, CFA had approximately 517,000 customers, 1,164 employees, 57 branches and 37 points of sale throughout Argentina, as compared to 454,000 customers, 158 employees, 58 branches and 36 points of sale throughout Argentina as of December 31, 2015.

Net loans to the private sector for the year ended December 31, 2016 were Ps.4,916 million, as compared to Ps.2,929 million for the year ended December 31, 2015, a 68% increase. Shareholders’ equity as of December 31, 2016 was Ps.1,221 million, as compared to Ps.1,324 million for the fiscal year ended December 31, 2015, an 8% decrease.

Insurance

The table below shows the results of our insurance business segment.

 

     As of December 31,  

In millions of Pesos, except percentages

   2017     2016     2015  

Gross Brokerage Margin

     344       351       232  
  

 

 

   

 

 

   

 

 

 

Net Operating Revenue

     344       351       232  

Administrative Expenses

     651       516       378  
  

 

 

   

 

 

   

 

 

 

Net Operating Income

     (307     (165     (146
  

 

 

   

 

 

   

 

 

 

Income from Insurance Activity

     1.025       1,273       775  

Income from Equity Investments

     2       3       2  

Other Income (Loss)

     (2     —         (1
  

 

 

   

 

 

   

 

 

 

Pre-tax Income

     718       1,111       630  
  

 

 

   

 

 

   

 

 

 

Income Tax Provision

     260       387       221  
  

 

 

   

 

 

   

 

 

 

Net Income

     458       724       409  
  

 

 

   

 

 

   

 

 

 

Net Income as a % of Grupo Financiero Galicia’s Net Income

     5     12     9
  

 

 

   

 

 

   

 

 

 

 

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The operating results of segments of Sudamericana (such as earned premiums, claims, acquisition costs, etc.) are included under “Income from Insurance Activities”. Further, the results of this segment mainly represent the operating results of Galicia Seguros.

Net income as of December 31, 2017 was Ps.458 million, as compared to Ps.724 million as of December 31, 2016, a 37% decrease. Such decrease was mainly due to increased regulations implemented with respect to credit-related life insurance business. Sales of insurance policies, however, increased 57% year-over-year. Sales of other insurance products increased during fiscal year 2017, including sales of homeowners insurance, theft insurance and life insurance.

Administrative expenses as of December 31, 2017 were Ps.651 million, as compared to Ps.516 million as of December 31, 2016, a 26% increase, mainly as a result of increases in expenses related to the issuance of insurance policies and expenses related to increases in employee salaries.

As of December 31, 2017, the insurance segment had more than 6 million outstanding insurance contracts under all of its lines of business.

Net income as of December 31, 2016 was Ps.724 million, as compared to Ps.409 million as of December 31, 2015, a 77% increase. Such increase was mainly due to the increase of premiums earned in connection with the operating results of Galicia Seguros. Sales of other insurance products increased during fiscal year 2017, including sales of homeowners insurance, theft insurance and life insurance.

Administrative expenses as of December 31, 2016 were Ps.516 million, as compared to Ps.378 million as of December 31, 2015, a 37% increase, mainly as a result of increases in expenses related to the issuance of insurance policies and expenses related to increases in employee salaries.

As of December 31, 2016 and 2015, the insurance segment had more than 6.5 million outstanding insurance contracts under all of its lines of business.

During the fiscal years ended December 31, 2017, 2016 and 2015, the claims ratio has remained at the same or similar level.

Other Grupo Galicia Businesses

In fiscal year 2017, this segment recorded a Ps.551 million profit, mainly generated by net revenues from Galicia Administradora de Fondos equal to Ps.450 million. The remaining profit corresponded to Galicia Warrants, Galicia Valores and Net Investment.

In fiscal year 2016, this segment recorded a Ps.249 million profit, mainly generated by net revenues from Galicia Administradora de Fondos equal to Ps.197 million. The remaining profit corresponded to Galicia Warrants, Galicia Valores and Net Investment.

In fiscal year 2015, this segment recorded a Ps.147 million profit, mainly generated by net revenues from Galicia Administradora de Fondos equal to Ps.110 million and Galicia Warrants equal to Ps.27 million.

Consolidated Assets

The structure and main components of our consolidated assets as of the dates indicated were as follows:

 

     For the year ended December 31,  
     2017      2016      2015  
     Amounts      %      Amounts      %      Amounts      %  
     (in millions of Pesos, except percentages)  

Cash and Due from Banks

     56,659        16.6        61,166        25.2        30,835        19.1  

Government and Corporate Securities

     38,771        11.4        13,701        5.7        15,525        9.6  

 

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     For the year ended December 31,  
     2017      2016      2015  
     Amounts      %      Amounts      %      Amounts      %  
     (in millions of Pesos, except percentages)  

Loans

     197,335        57.9        137,452        56.7        98,345        60.8  

Other Assets

     48,248        14.1        29,932        12.4        17,043        10.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     341,013        100.0        242,251        100.0        161,748        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Of our Ps.341,013 million total assets as of December 31, 2017, Ps.336,384 million, or 98.6%, corresponded to Banco Galicia on a consolidated basis. The remaining Ps.4,629 million, or 1.4%, were primarily attributable to Sudamericana on a consolidated basis. The composition of our assets demonstrates an increase in the amounts of all line items.

The item “Cash and Due from Banks” included cash for Ps.8,979 million, balances held at the Argentine Central Bank for Ps.46,951 million and balances held in correspondent banks for Ps.729 million. The balance held at the Argentine Central Bank is used for meeting the minimum cash requirements set by the Argentine Central Bank.

Our holdings of government and corporate securities as of December 31, 2017 was Ps.38,771 million. Our holdings of government and corporate securities are shown in more detail in Item 4. “Information on the Company—Selected Statistical Information—Government and Corporate Securities”.

Our total net loans were Ps.197,335 million as of December 31, 2017, of which Ps.197,330 million corresponded to Banco Galicia (including the Regional Credit Card Companies’ portfolios) and the remaining amount to secured loans held by Sudamericana. For more information on Banco Galicia’s and CFA’s respective loan portfolios, see Item 4. “Information on the Company—Selected Statistical Information—Loan Portfolio”.

The “Other Assets” line item mainly includes the following items recorded in our balance sheet under “Other Receivables Resulting from Financial Brokerage”, unless otherwise noted:

 

     For the year ended December 31,  
     2017      2016      2015  
     (In millions of Pesos)  

Other Receivables Resulting from Financial Brokerage

     33,593        18,603        8,459  

Balances at the Argentine Central Bank as guarantees in favor of clearing houses

     3,659        2,356        1,568  

Securities Receivable under Spot and Forward Purchases to be Settled

     7,216        7,851        765  

Debt Securities

     1,426        1,422        1,639  

Participation certificates in, and debt securities of, different financial trusts, created by Banco Galicia or by third parties

     2,421        1,138        809  

Galtrust I(1)

     96        505        686  

Government securities and guarantees of forward sales and purchase of foreign exchange in favor of MAE and ROFEX

     234        425        567  

Other Financing

     165        91        425  

Others

     18,376        4,815        2,000  

Receivables from Financial Leases

     1,677        955        958  

Equity Investments

     29        53        52  

Miscellaneous Receivables

     3,576        3,015        2,171  

Bank Premises and Equipment, Miscellaneous Assets and Intangible Assets

     8,670        6,678        4,925  

Others(2)

     703        628        478  
  

 

 

    

 

 

    

 

 

 

Total

     48,248        29,932        17,043  
  

 

 

    

 

 

    

 

 

 

 

(1) Corresponding to our holdings of debt securities and participation certificates issued by the Galtrust I Financial Trust, resulting from the securitization of loans to the provincial public sector in late 2000.
(2) It includes, others relating to insurance asset, among other concepts.

 

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Exposure to the Argentine Public Sector

The following table shows our total net exposure, primarily related to Banco Galicia, to the Argentine public sector as of December 31, 2017, 2016 and 2015.

 

     For the year ended December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

Net Position in Government Securities

     28,953        16,473        16,881  

Trading

     9,513        5,233        3,944  

Lebac And Nobac

     19,440        11,240        12,937  
  

 

 

    

 

 

    

 

 

 

Loans

     6        14        18  
  

 

 

    

 

 

    

 

 

 

Other Receivables Resulting from Financial Brokerage

     436        833        960  
  

 

 

    

 

 

    

 

 

 

Trusts’ Certificates of Participation and Securities

     104        515        709  

Other

     332        318        251  
  

 

 

    

 

 

    

 

 

 

Total Assets (1)

     29,395        17,320        17,859  
  

 

 

    

 

 

    

 

 

 

 

(1) Does not include deposits with the Argentine Central Bank, which constitute one of the items by which Banco Galicia complies with the Argentine Central Bank’s minimum cash requirements.

Exposure to the public sector was Ps.29,395 million for the year ended December 31, 2017, as compared to Ps.17,320 million for the year ended December 31, 2016, a 70% increase.

Excluding the holding of debt securities issued by the Argentine Central Bank for the year ended December 31, 2017 in an amount of Ps.19,440 million, as compared to Ps.11,240 million for the year December 31, 2016, the net exposure to the non-financial public sector amounted to Ps 9,955 million in 2017, representing 2.9% of total assets. Such exposure was Ps.6,080 million in 2016, representing 2.5% of total assets. The Ps.12,075 million increase in exposure to the public sector during 2017 was mainly due to an increase in the balance of treasury bills and Lebacs held by the Bank.

Exposure to the public sector was Ps.17,320 million as of December 31, 2016, as compared to Ps.17,859 million as of December 31, 2015, a 3% decrease.

Excluding the holding of debt securities issued by the Argentine Central Bank for the year ended December 31, 2016 in an amount of Ps.11,240 million, as compared to Ps.12,937 million for the year ended December 31, 2015, the net exposure to the non-financial public sector increased by Ps.1,158 million in fiscal year 2016. The decrease in the exposure to the public sector during 2016 was mainly due to the lower balance of treasury bills held by the Bank.

Funding

Banco Galicia’s and the Regional Credit Card Companies’ and CFA’s lending activities are our main asset-generating businesses. Accordingly, most of our borrowing and liquidity needs are associated with these activities. We also have liquidity needs at the level of our holding company, which are discussed in Item 5. “Operating and Financial Review and Prospects—Item 5.B. “Liquidity and Capital Resources—Liquidity—Holding Company on an Individual Basis”. Our objective is to maintain cost-effective and well diversified funding to support current and future asset growth in our businesses. For this, we rely on diverse sources of funding. The use and availability of funding sources depends on market conditions, both local and foreign, and prevailing interest rates. Market conditions in Argentina include a structurally limited availability of domestic long-term funding.

Our funding activities and liquidity planning are integrated into our asset and liability management and our financial risks management and policies. The liquidity policy of Banco Galicia is described in Item 5. “Operating and Financial Review and Prospects—Item 5.B. “Liquidity and Capital Resources—Banco Galicia’s Liquidity Management” and our other financial risk policies, including interest rate, currency and market risks are described in Item 11. “Quantitative and Qualitative Disclosures about Market Risk”. Our funding sources are discussed below.

 

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Traditionally, our primary source of funding has been Banco Galicia’s deposit taking activity. Although Banco Galicia has access to Argentine Central Bank financing, management does not view this as a primary source of funding in line with our overall strategies discussed herein. Other important sources of funding have traditionally included issuing foreign currency-denominated medium and long-term debt securities issued in foreign capital markets and borrowing from international banks and multilateral credit agencies. Banco Galicia entered into a master loan agreements with the IFC in 2016, for U.S. $130 million, divided into two parts, one of them with the purpose of funding long-term loans to SMEs and the other part with the purpose of funding renewable energy project and efficiency energy power project.

Selling government securities under repurchase agreement transactions has been a recurrent source of funding for Banco Galicia. Although not presently a key source of funding, repurchase agreement transactions are part of the liquidity policy of the Bank. Within its liquidity policy, Banco Galicia considers its unencumbered liquid government securities holdings as part of its available excess liquidity. See Item 5. “Operating and Financial Review and Prospects” —Item 5.B. “Liquidity and Capital Resources—Banco Galicia’s Liquidity Management”.

The Regional Credit Card Companies fund their business through the issuance of notes in the local and international capital markets, borrowing from local financial institutions and debt with merchants generated in the ordinary course of business of any credit card issuing company. In 2017, the Regional Credit Card Companies issued notes in an amount equal to Ps.5,307 million and received loans for Ps.130 million.

CFA funds its business through the issuance of debt securities in the local market, borrowing from financial institutions and time deposits from institutional investors (insurance companies and mutual funds).

Below is a breakdown of our funding as of the dates indicated:

 

     For the year ended December 31,  
     2017      2016      2015  
     Amounts      %      Amounts      %      Amounts      %  
     (in millions of Pesos, except percentages)  

Deposits

     203,451        59.7        151,688        62.6        100,039        61.8  

Checking Accounts

     33,112        9.7        27,973        11.5        19,437        12.0  

Savings Accounts

     101,255        29.7        53,779        22.2        27,519        17.0  

Time Deposits

     66,020        19.4        49,876        20.6        51,118        31.6  

Other Deposits

     1,553        0.5        19,145        7.9        1,045        0.6  

Other Interest, Exchange Rate Differences Payable and UVA Adjustment

     1,511        0.4        915        0.4        920        0.6  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Debt with Financial Institutions (1)

     9,255        2.7        8,131        3.4        2,812        1.8  

Argentine Central Bank

     15        —          13        —          7        —    

Domestic Financial Institutions

     3,038        0.9        4,101        1.7        1,397        0.9  

International Banks and Credit Agencies

     5,055        1.5        2,233        0.9        1,273        0.8  

Repurchases

     1,147        0.3        1,784        0.8        135        0.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Notes (Unsubordinated and Subordinated) (1)

     20,871        6.1        17,078        7.0        12,827        7.9  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other obligations (2)

     68,136        20.0        45,001        18.6        31,585        19.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Shareholders’ Equity

     39,300        11.5        20,353        8.4        14,485        9.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Funding

     341,013        100.0        242,251        100.0        161,748        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Each item includes principal, interest accrued, exchange rate differences and premiums payable, as well as UVA adjustment, where applicable.
(2) It includes debts with stores due to credit card transactions, collections on account of third parties in Pesos and foreign currency, miscellaneous obligations and allowances, among others.

The main sources of funds are deposits from the private sector, lines of credit extended by local banks and entities, international banks and multilateral credit agencies, repurchase transactions mainly related to government securities, mid- and long-term debt securities placed in the local and international capital market and debts with stores due to credit card transactions.

 

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As of December 31, 2017, deposits represented 59.7% of our funding, up from 62.6% as of December 31, 2016 and 61.8% for the year ended December 31, 2015. Our deposit base increased 34% in 2017 as compared to 2016 and 52% in 2016 as compared to 2015. During fiscal year 2017, the Ps.51,763 million increase in deposits was due to an increase in transactional deposits (deposits in checking and savings accounts, with increases of 18% and 88%, respectively). For more information on deposits, see Item 4. “Information on the Company—Selected Statistical Information—Deposits”.

As of December 31, 2017, credit lines from international banks and credit agencies representing foreign currency-denominated debt subject to foreign law amounted to Ps.5,055 million. Of this total, Ps.3,881 million corresponded to prefinancing and foreign trade transactions; Ps.847 million corresponded to amounts received from the IFC pursuant to a loan agreement; Ps.307 million corresponded to amounts received from the IDB pursuant to a loan agreement; and Ps.20 million corresponded to amounts received from Proparco pursuant to a loan agreement.

As of December 31, 2016, credit lines from international banks and credit agencies representing foreign currency-denominated debt subject to foreign law amounted to Ps.2,233 million. Of this total, Ps.2,085 million corresponded to trade loans; Ps.79 million corresponded to amounts received from the IFC pursuant to a loan agreement; Ps.50 million corresponded amounts received from Proparco pursuant to a loan agreement; and Ps.19 million corresponded to amounts received from the FMO pursuant to a long-term loan agreement. The increase of Ps.960 million as compared to December 31, 2015 was mainly due to an increase of Ps.984 million in trade loans.

Our debt securities outstanding (only principal) were Ps.20,116 million as of December 31, 2017, as compared to Ps.16,562 million as of December 31, 2016, and Ps.12,318 million as of December 31, 2015.

Of the total debt securities outstanding as of December 31, 2017, Ps.15,462 million corresponded to Peso-denominated debt, of which Ps.4,353 million corresponded to notes issued by Banco Galicia and Ps.8,900 million corresponded to notes issued by Tarjeta Naranja (which includes notes issued by Tarjetas Cuyanas). The remaining Ps.4,654 million of outstanding debt securities corresponded to foreign currency-denominated debt in respect of subordinated notes due in 2026 issued by Banco Galicia.

As of December 31, 2017, the balance of Peso-denominated increased Ps.8,512 million as compared to fiscal year ended December 31, 2016 and the balance of foreign currency-denominated debt increased Ps.4,961 million as compared to fiscal year ended December 31, 2016.

As of December 31, 2017, the breakdown of our foreign currency-denominated debt was as follows:

 

     Maturity      Annual
Interest Rate
    Total(*)  
     (in millions of Pesos, except for rates)  

Banco Galicia

       

Subordinated Notes (1)

     2026        Fixed Rate of 8.25     4,654  
       

 

 

 

Total

          4,654  
       

 

 

 
(*) Only principal.
(1) Interest is payable semiannually on January 19 and July 19 every year beginning in 2017. Annual Fixed Rate of 8.25% from the issuance date until July 19, 2021 inclusive, plus margin at a nominal annual Benchmark Readjustment Rate of 7.156% until maturity. Principal is payable in full upon maturity on July 19, 2026, unless the securities are redeemed, at the issuer’s option, in whole or in part, at the entire outstanding principal plus accrued and unpaid interest.

As of December 31, 2017, the breakdown of our Peso-denominated debt was as follows:

 

     Maturity     

Annual

Interest Rate

   Total(*)  
     (in millions of Pesos, except for rates)  

Banco Galicia

        

Notes Class III Simple Notes(1)

     2020      Badlar + 269 b.p.      2,355  

Notes IV Simple Notes(1)

     2020      Badlar + 298 b.p.      1,998  

Tarjeta Naranja

        

Notes Class XXIV Series II Notes(**)

     2019      Min. Rate 37%/Badlar + 498 b.p.      199  

 

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Notes Class XXV Notes(**)

     2020      Min. Rate 30%/Badlar + 394 b.p.      400  

Notes Class XXVI Series I Notes(**)

     2018      Min. Rate 26%/Badlar + 275 b.p.      150  

Notes Class XXVI Series II Notes(**)

     2020      Min. Rate 26%/Badlar + 400 b.p.      289  

Notes Class XXVII Series II Notes(**)

     2020      Min. Rate 23.5%/Badlar + 350 b.p.      497  

Notes Class XXVIII Series I Notes(**)

     2019      Min. Rate 25%/Badlar + 305 b.p.      128  

Notes Class XXVIII Series II Notes(**)

     2021      Min. Rate 25%/Badlar + 370 b.p.      305  

Notes Class XXXIII Series II Notes

     02019      Min. Rate 37%/Badlar + 540 b.p.      353  

Notes Class XXXIV Series II Notes

     2020      Min. Rate 32%/Badlar + 467 b.p.      471  

Notes Class XXXV Series I Notes

     2018      Min. Rate 26%/Badlar + 299 b.p.      226  

Notes Class XXXV Series II Notes

     2020      Min. Rate 26%/Badlar + 399 b.p.      754  

Notes Class XXXVI Series I Notes

     2018      Min. Rate 25.25%/Badlar + 325 b.p.      209  

Notes Class XXXVI Series II Notes

     2019      Min. Rate 25.25%/Badlar + 400 b.p.      614  

Notes Class XXXVII Notes

     2022      Min. Rate 15%/Badlar + 350 b.p.      3,808  

Notes Class XXXVIII Notes

     2019      Min. Rate 29.05%/MR20 + 400 b.p.      497  

CFA

        

Notes Class XVII Series II Notes

     2019     

Min. Rate 36% up to the 6th month after

Badlar + 498 b.p.

     258  

Notes Class XVIII Notes

     2018      Min. Rate 29.50% up to the 3rd month after Badlar + 288 b.p.      325  

Notes Class XIX Series I Notes

     2018      Min. Rate 23.25% up to the 3rd month after Badlar + 290 b.p.      75  

Notes Class XIX Series II Notes

     2020      Min. Rate 23% up to the 6th month after Badlar + 349 b.p.      337  

Notes Class XX Series I Notes

     2019      Min. Rate 26.5% up to the 3rd month after Badlar + 425 b.p.      365  

Notes Class XX Series II Notes

     02020      Min. Rate 26% up to the 6th month after Badlar + 425 b.p.      347  

Notes Class XXI Series I Notes

     2019      Variable Badlar + 450 b.p.      99  

Notes Class XXI Series II Notes

     2020      Variable Badlar + 474 b.p.      403  
        

 

 

 

Total

           15,462  
        

 

 

 
(*) Only principal
(**) Notes acquired by Tarjeta Naranja S.A. following its merger with Tarjetas Cuyanas S.A.
(1) Net proceeds from the issuance of these notes were used for working capital investments, provision of loans, other financing and such other uses permitted by the “Law on Notes” and Argentine Central Bank regulations.

The increase in our debt securities outstanding as of December 31, 2017 as compared to December 31, 2016 was mainly a result of: (i) the issuance by Banco Galicia of senior notes in an aggregate principal amount of Ps.4,353 (ii) the issuance by Tarjeta Naranja of senior notes in an aggregate principal amount of Ps.4,305 million, (iii) the issuance by Tarjetas Cuyanas of senior notes in an aggregate principal amount of Ps.930 million and (iv) the issuance by CFA of senior notes in an aggregate principal amount of Ps.1,626 million.

The increase in our debt securities outstanding as of December 31, 2016 as compared to December 31, 2015 was mainly a result of: (i) the issuance by Tarjeta Naranja of senior notes in an aggregate principal amount of Ps.2,912 million, (ii) the issuance by Tarjetas Cuyanas of senior notes in an aggregate principal amount of Ps.1,099 million, (iii) the issuance by CFA of senior notes in an aggregate principal amount of Ps.939 million and (iv) the issuance by Tarjeta del Mar of senior notes in an aggregate principal amount of Ps.119 million.

The increase in our debt securities outstanding as of December 31, 2015 as compared to December 31, 2014 was mainly a result of: (i) the issuance by Tarjeta Naranja of senior notes in an aggregate principal amount of Ps.1,046 million, (ii) the issuance by Tarjeta Cuyanas of senior notes in an aggregate principal amount of Ps.787 million, (iii) the issuance by CFA of senior notes in an aggregate principal amount of Ps.421 million and (iv) the issuance by Grupo Financiero Galicia of senior notes in an aggregate principal amount of Ps.160 million.

For more information see “—Contractual Obligations” below.

The category “other obligations” includes Ps.26,565 million of debt with merchants in connection with credit-card transactions of Banco Galicia and the Regional Credit Card Companies, Ps.8,571 million in “miscellaneous liabilities”, Ps 4,720 million of amounts payable for spot and forward purchases to be settled Ps.3,151 million in connection with collections on account of third parties and non-controlling interest for Ps.1,935 million.

 

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Ratings

The following are our ratings as of the date of this annual report:

 

     Standard &
Poor’s
    

Fitch Argentina

   Evaluadora
Latinoamericana
    

Moody’s

LOCAL RATINGS

           

Grupo Financiero Galicia S.A.

           

Rating of Shares

     1           

Banco de Galicia y Buenos Aires S.A.

           

Counterparty Rating

     raAA           

Debt (Long-Term / Short Term)

      AA+(arg) / A1+(arg)      

Subordinated Debt

           A+     

Deposits (Long Term / Short Term)

    
raAA /
raA-1+
 
 
        

Deposits (Local Currency / Foreign Currency)

            A1.ar / Baa1.ar

Trustee

            TQ2+

Tarjeta Naranja S.A.

           

Medium-/Long-Term Debt

      AA-(arg)      

Tarjetas Cuyanas S.A.

           

Long-Term Debt

      AA-(arg)      

INTERNATIONAL RATINGS

           

Banco de Galicia y Buenos Aires S.A.

           

Long-Term Debt

     B+          B2

Subordinated Debt

     CCC+            B3

 

(*) See “—Contractual Obligations”.

Debt Programs

On March 9, 2009, Grupo Financiero Galicia’s shareholders, during an ordinary shareholders’ meeting, and the Board of Directors created a global short-, medium- and long-term notes program, for a maximum outstanding amount of U.S. $60 million. This program was authorized by the CNV pursuant to Resolution No.16,113 of April 29, 2009.

In August 2012, during an extraordinary shareholders’ meeting, it was decided to ratify the decision made at the ordinary and extraordinary shareholders’ meeting held in April 2010 with regard to the approval of the U.S. $40 million increase in the amount of Grupo Financiero Galicia’s global notes program. Therefore, once approved by the CNV, the amount was for up to U.S. $100 million or its equivalent in other currencies. On May 8, 2014, the CNV, pursuant to Resolution No. 17,343, granted an extension of the debt program for another five year period.

On January 30, 2014, Grupo Financiero Galicia issued its Class V notes, in two series, in an aggregate principal amount of Ps.180 million with the following terms and conditions: (i) Ps.102 million of Series I notes, with a variable interest rate equal to the benchmark rate (Badlar) plus 4.25%, with an 18 month maturity and (ii) Ps.78 million of Series II notes, with a variable interest rate equal to the benchmark rate (Badlar) plus 5.25%, with a 36 month maturity. Both series pay interest on a quarterly basis. In addition, certain of the Class V notes were subscribed for with Class III notes for a face value of Ps.20,622,455.

During February 2014, Grupo Financiero Galicia cancelled, upon maturity, all of the outstanding Class III notes.

In October 2014, Grupo Financiero Galicia issued its Class VI notes, in two series, in an aggregate principal amount of Ps.250.0 million with the following terms and conditions: (i) Ps.140.2 million of Series I notes, with a variable interest rate equal to the benchmark rate (Badlar) plus 3.25%, with an 18 month maturity and (ii) Ps.109.8 million of Series II notes, with a variable interest rate equal to the benchmark rate (Badlar) plus 4.25%, with a 36 month maturity. Both series pay interest on a quarterly basis. In addition, certain of the Class VI notes were subscribed with Class IV notes for a face value of Ps.30,997,382.

 

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On November 10, 2014 Grupo Financiero Galicia cancelled, upon maturity, all of the outstanding Class IV notes.

In July 2015, Grupo Financiero Galicia issued its Class VII notes for an aggregate principal amount of Ps.160 million. Such notes mature on the date that is 24 months after the date of their issuance and accrue interest at a fixed rate equal to 27% from the date of their issuance through the ninth month after their issuance and at a floating rate equal to Badlar plus 4.25% from the tenth month of their issuance through their maturity date. The Class VII notes pay interest on a quarterly basis. The aggregate principal amount of such notes will be repaid upon maturity.

On July 31, 2015 Grupo Financiero Galicia cancelled, upon maturity, all of its outstanding Class V Series I notes.

On April 23, 2016, Grupo Financiero Galicia cancelled, upon maturity, all of its outstanding Class VI Series I notes.

On January 31, 2017, Grupo Financiero Galicia cancelled, upon maturity, all of its outstanding Class V Series II notes.

On July 27, 2017, Grupo Financiero Galicia cancelled, upon maturity, all of its outstanding Class VII notes.

On October 23, 2017, Grupo Financiero Galicia cancelled, upon maturity, all of its outstanding Class VI Series II notes. Following this repayment, Grupo Financiero Galicia no longer has any outstanding debt under its notes program that was put into place in 2009.

Banco Galicia has a program in place for the issuance and re-issuance of non-convertible notes, subordinated or non-subordinated, floating or fixed-rate, secured or unsecured, with a term from 30 days to up to 30 years, for a maximum outstanding principal amount of up to U.S. $342.5 million. This program was originally approved by the CNV on November 4, 2005 and was mostly recently extended on January 26, 2017 by the CNV until January 26, 2022 pursuant to Resolution Resolution No.18,480. In this most recent extension, the CNV also approved an increase of the maximum outstanding principal amount under the program to U.S. $1,100 million. On May 4, 2011, Banco Galicia issued Class I notes due 2018 in an aggregate principal amount of U.S. $300 million under this program. Such notes were fully repaid on May 4, 2017.

During the 2016 fiscal year, Banco Galicia issued certain subordinated Class II notes due 2026 for a nominal value of U.S. $250 million. The proceeds of this issuance were used to redeem the Bank’s outstanding subordinated notes due 2019.

During the 2017 fiscal year, Banco Galicia issued Class III notes in an aggregate principal amount of US$150.5 million due 2020 and Class IV notes in an aggregate principal amount of Ps. 2,000 million due 2020.

Tarjeta Naranja has a program outstanding for the issuance and re-issuance of non-convertible notes, subordinated or non-subordinated, adjustable or non-adjustable, secured or unsecured, with a term from 30 days to up to the current permitted maximum (30 years), for a maximum outstanding face value during the period of such program of up to U.S. $650 million. The program was approved by the CNV on May 23, 2012. As of December 31, 2017, debt for a principal amount outstanding of Ps.9,173 million (approximately U.S. $489 million) had been issued under the program. Tarjeta Naranja’s program contains certain restrictions on liens, subject to the provisions established in the applicable pricing supplement with respect to each class and/or series of notes, so long as any note issued under such program remains outstanding. Certain notes issued under Tarjeta Naranja’s program are subject to covenants that limit the ability of Tarjeta Naranja and certain of its subsidiaries, subject to important qualifications and exceptions, to pay dividends on its capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness, make certain restricted payments, and consolidate, merge or transfer assets, among others.

 

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As a result of the merger with Tarjetas Cuyanas, as of October 1, 2017, Tarjeta Naranja incorporated into its assets Tarjetas Cuyanas’ outstanding debt. Beginning on October 1, 2017, Tarjeta Naranja made principal and interest payments in respect of such debt.

CFA has a program outstanding for the issuance of ordinary short, medium or long term, secured or unsecured, subordinated or non-subordinated notes, for a maximum outstanding face value during the period of such program of up to Ps.200 million. The CNV approved this program on August 3, 2006, and approved an increase of its maximum outstanding face value to up to Ps.500 million on March 19, 2008.

On January 27, 2011, the CNV approved an extension of the program and the increase of its maximum outstanding face value to up to U.S. $250 million. On January 8, 2016, the CNV approved an extension of the program and the increase of its maximum outstanding face value to up to U.S. $250 million. During 2017, CFA issued debt in the aggregate principal amount of Ps.500 million on May 8, 2017, Ps.750 million on July 25, 2017, and Ps.529 million on November 7, 2017. As of December 31, 2017, debt equal to an aggregate principal amount outstanding of Ps.2,417  million had been issued under CFA’s debt program.

Contractual Obligations

The table below identifies the total amounts (principal and interest) of our main on balance-sheet contractual obligations, their currency of denomination, remaining maturity and interest rate and the breakdown of payments due as of December 31, 2017.

 

     Maturity     

Annual

Interest Rate

   Total      Less than
1 Year
     1 to 3
Years
     3 to 5
Years
     Over 5
Years
 

Banco Galicia

                    

Deposits

                    

Time Deposits (Pesos/US$)

     Various      Various      66,291        66,213        69        9        —    

Bonds

                    

Notes Class III Due 2020 ($) (1)

     2020      Badlar + 269 bp      2,353        —          2,353        —          —    

Notes Class IV Due 2020 ($)(2)

     2020      Badlar + 298 bp      2,000        —          2,000        —          —    

2026 Subordinated Notes (US$) (3)

     2026      8.25%      4,654        —          —          —          4,654  

Loans

                    

PROPARCO Financial Loans (US$)

     Various      Libor + 400 b.p.      19        19        —          —          —    

IFC Financial Loans (US$)

     Various      Various      845        161        483        201        —    

Other Financial Loans (US$) (4)

     Various      Various      3,862        3,827        35        —          —    

IDB Financial Loans (Pesos)

     Various      Various      167        30        69        46        22  

IDB Financial Loans (US$)

     Various      Various      305        305        —          —          —    

Fontar Financial Loans (Pesos)

     Various      Various      4        2        2        —          —    

BICE Financial Loans (Pesos)

     Various      Various      2,170        551        963        559        97  

BICE Financial Loans (US$)

     Various      Various      2        1        1        —          —    

Short-term Intrebank Loans (Pesos)

     2018      Various      60        60        —          —          —    

Repos

                    

Repos

     2018      26.8%      1,132        1,132        —          —          —    

Tarjetas Regionales

                    

Financial Loans with Local Banks (Pesos)

     Various      Various      130        130        —          —          —    

Notes (Pesos)

     Various      Various      8,901        585        4,203        4,113        —    

CFA

                    

Local Financing (Pesos)

     Various      Various      627        622        5        —          —    

Notes (Pesos)

     Various      Various      2,207        400        1,807        —          —    

Sudamerica Holding and other

                    

Local Financing (Pesos)

     Various      2018      6        6        —          —          —    
        

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

           95,735        74,044        11,990        4,928        4,773  
        

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Principal and interest. Includes the UVA adjustment, where applicable.

 

(1) Interest payable in cash quarterly, adjustable rate of Badlar + 269 bp Principal payable in full on February 17, 2020.
(2) Interest payable in cash quarterly, adjustable rate of Badlar + 298 bp Principal payable in full on May 18, 2020.

 

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(3) Interest payable in cash semiannually, fixed rate of 8.25%, up to July 19, 2021, when benchmark rate will be a 7.156% additional. Principal payable in full on July 19, 2026.
(4) Borrowings to finance international trade operations to Bank customers.

Off- Balance Sheet Contractual Obligations

Operating Leases

As of December 31, 2017, we also had off-balance sheet contractual obligations arising from the leasing of certain properties used as a part of our distribution network. The estimated future lease payments in connection with these properties are as follows:

 

     (In millions of Pesos)  

2018

     526  

2019

     487  

2020

     422  

2021

     323  

2012

     246  

2023 and after

     731  
  

 

 

 

Total

     2,735  
  

 

 

 

Off-Balance Sheet Arrangements

Our off-balance sheet risks mainly arise from Banco Galicia’s activities.

In the normal course of its business, Banco Galicia is a party to financial instruments with off-balance sheet risk which are entered into in order to meet the financing needs of its customers. These instruments expose us to credit risk in addition to the amounts recognized on our consolidated balance sheets. These financial instruments include commitments to extend credit, standby letters of credit, guarantees granted and acceptances.

Commitments to Extend Credit, Stand-By Letters of Credit and Guarantees Granted

Commitments to extend credit are agreements to lend to a customer at a future date, subject to meeting certain contractual terms. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent actual future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis.

We use the same credit policies in making commitments, conditional obligations and guarantees as we do for granting loans. In the opinion of management, our outstanding commitments and guarantees do not represent unusual credit risk.

Standby letters of credit and guarantees granted are conditional commitments issued by Banco Galicia to guarantee the performance of a customer to a third party. Guarantees granted are surety guarantees in connection with transactions between two parties. Acceptances are conditional commitments for foreign trade transactions.

Our exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, guarantees granted and acceptances is represented by the contractual notional amount of those investments.

Our credit exposure related to these items as of December 31, 2017, is summarized below:

 

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     December 31, 2017  
     (in millions of Pesos)  

Commitments to Extend Credit

     11,465  

Standby Letters of Credit

     1,359  

Guarantees Granted

     2,376  

Acceptances

     457  

In addition to the above commitments, as of December 31, 2017, purchase limits available for credit-card holders amounted to Ps.259,576 million.

As of December 31, 2017, the primary fees related to the above-mentioned commitments were Ps.41 million corresponding to standby letters of credit, Ps.45 million from guarantees provided and Ps.19 million from commitments to extend credit.

The credit risk involved in issuing letters of credit and granting guarantees is essentially the same as that involved in extending loan facilities to customers. In order to grant guarantees to our customers, we may require counter guarantees. As of December 31, 2017, these counter guarantees, classified by type, were as follows:

 

     December 31, 2017  
     (in millions of Pesos)  

Preferred Counter Guarantees

     45  

Other Counter Guarantees

     319  

For more detailed information about off-balance sheet financial instruments, see Note 25 to our audited consolidated financial statements.

Other

We account for checks drawn on us and other financial institutions, as well as other items in the process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until the related item clears or is accepted. In management’s opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process as of December 31, 2017, were as follows:

 

     December 31, 2017  
     (in millions of Pesos)  

Checks Drawn on Banco Galicia

     2,107  

Checks Drawn on Other Banks

     3,084  

Bills and Other Items for Collection

     23,038  

With respect to fiduciary risk, we act as a trustee under trust agreements to guarantee obligations arising from various contracts between parties. As of December 31, 2017, amounts held in trust were equal to Ps.8,917 million.

In addition, as of December 31, 2017 securities held in custody were equal to Ps.374,811 million.

For more detailed information about off-balance sheet financial instruments, see Note 25 to our audited consolidated financial statements.

Critical Accounting Policies

We believe that the following are our critical accounting policies under Argentine Banking GAAP, as they are important to the portrayal of our financial condition and results of operations and require our most difficult, subjective and complex judgment and the need to make estimates about the effect of matters that are inherently uncertain.

 

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Allowance for Loan Losses

Our allowance for loan losses including the allowance for loan losses of Banco Galicia and CFA is maintained in accordance with Argentine Central Bank rules. Under such rules, a minimum allowance for loan losses is calculated primarily based upon the classification of Banco Galicia’s commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for individual loan borrowers of both Banco Galicia and CFA and for Banco Galicia’s commercial loans of less than Ps.5 million. Although we are required to follow the methodology and guidelines for determining the minimum loan loss allowance as set forth by the Argentine Central Bank, we are allowed to establish additional allowances for loan losses. The determination of the allowance for loan losses requires a significant degree of judgment. The credit card companies follow the IFRS guidelines to record the allowances for loan losses, which include the minimum requirements of Argentine Central Bank rules.

For commercial loans, we are required to classify all of our commercial loan borrowers. In order to perform the classification, we must consider the management and operating history of the borrower, the present and projected financial situation of the borrower, the borrower’s payment history and ability to service the debt, the capability of the borrower’s internal information and control systems and the risk in the sector in which the borrower operates. We apply the minimum loss percentages required by the Argentine Central Bank to our commercial loan borrowers based on the loan classification and the nature of the collateral, or guarantee in respect of the loan. In addition, based on the overall risk of the portfolio, we consider whether or not additional loan loss reserves in excess of the minimum required are warranted.

For our consumer loan portfolio, including the loan portfolios of Banco Galicia, the Regional Credit Card Companies and CFA, we classify loans based upon delinquency aging, consistent with the requirements of the Argentine Central Bank. Minimum loss percentages required by the Argentine Central Bank are also applied to the totals in each loan classification.

Other Receivables Resulting from Financial Brokerage and Miscellaneous Receivables

We carry other receivables resulting from financial brokerage and miscellaneous receivables net of allowances for uncollectible amounts. Our judgment regarding the ultimate collectability is performed on an account-by-account basis and considers our assessment of the borrower’s ability to pay based on factors such as the borrower’s financial condition, past payment history, guarantees and past-due status.

U.S. GAAP—Critical Accounting Policies

Additional information in connection with critical accounting policies for U.S. GAAP purposes is described as follows.

Allowance for Loan Losses

Under U.S. GAAP, Banco Galicia considers loans to be impaired when it is probable that all amounts of principal and interest will not be collected according to the contractual terms of the loan agreement. The allowance for significant impaired loans are assessed based on the present value of estimated future cash flows discounted at the current effective loan rate or the fair value of the collateral in the case where the loan is considered collateral-dependent. An allowance for impaired loans is provided when discounted future cash flows or collateral fair value is lower than book value.

In addition, if necessary, a specific allowance for loan losses is established for individual loans, based on regular reviews of individual loans, recent loss experience, credit scores, the risk characteristics of the various classifications of loans and other factors directly influencing the potential collectability and affecting the quality of the loan portfolio.

To calculate the allowance required for smaller-balance impaired loans and unimpaired loans, we perform an analysis of historical losses from our consumer and performing commercial loan portfolios in order to estimate losses for U.S. GAAP purposes resulting from loan losses that had been incurred in such loan portfolios at the

 

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balance sheet date but which had not been individually identified. Loss estimates are analyzed by loan type and thus for homogeneous groups of clients. Such historical ratios are updated to incorporate the most recent data reflecting current economic conditions, industry performance trends, geographic or obligor concentrations within each portfolio segment, and any other pertinent information that may affect the estimation of the allowance for loan losses.

We estimate that, on average, it takes a period of up to one year between the trigger of an impairment event and identification of a loan as being a probable loss for consumer and performing commercial loans.

Many factors can affect Banco Galicia’s estimates of allowance for loan losses, including volatility of default probability, migrations and estimated loss severity.

A 10% decrease in the expected cash flows of significant impaired loans individually analyzed, could result in an additional impairment of approximately Ps.3 million.

A 10% increase in the historical loss ratios for loans collectively analyzed could result in an additional impairment of approximately Ps.569 million.

These sensitivity analyses do not represent management’s expectations of the deterioration in risk ratings or the increases in loss rates but are provided as hypothetical scenarios to assess the sensitivity of the allowance for loan and lease losses to changes in key inputs. We believe the risk ratings and loss severities currently in use are appropriate and represent management’s expectations about the credit risk inherent in its loan portfolio.

Determining the allowance for loan losses requires significant management judgments and estimates including, among others, identifying impaired loans, determining customers’ ability to pay and estimating the fair value of underlying collateral or the expected future cash flows to be received. Actual events are likely to differ from the estimates and assumptions used in determining the allowance for loan losses.

Fair Value Estimates

A portion of our assets is carried at fair value, including trading and available-for-sale securities, retained interests in assets transferred to financial trusts, futures and forward transactions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10, among other things, requires Grupo Financiero Galicia to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair Value Hierarchy

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

 

    Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

    Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Inputs include the following:

 

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  (a) Quoted prices for similar assets or liabilities in active markets;

 

  (b) Quoted prices for identical or similar assets or liabilities in non-active markets;

 

  (c) Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

 

  (d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means.

 

    Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Determination of Fair Value

Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, option volatilities and currency rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, Banco Galicia’s creditworthiness, liquidity and unobservable parameters that are applied consistently over time.

Grupo Financiero Galicia believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Impairment of Assets Other Than Loans

Certain assets, such as goodwill and equity investments are subject to an impairment review. Asset impairment charges require considerable judgment and are recorded when market value declines below the carrying value, for declines other-than-temporary, or where the cost of the asset is deemed to not be recoverable.

Goodwill impairment exists when the fair value of the reporting unit to which the goodwill is allocated is not enough to cover the book value of its assets and liabilities and the goodwill. The fair value of the reporting units is estimated using discounted cash flow techniques. The sustained value of the majority of the goodwill is supported ultimately by revenue from our banking and credit-card businesses. A decline in earnings as a result of a lack of growth, or our inability to deliver cost-effective services over sustained periods, could lead to a perceived impairment of goodwill, which would be evaluated and, if necessary, recorded as a write-down in our consolidated income statement. On an annual basis, or as circumstances dictate, management reviews goodwill and evaluates events or other developments that may indicate impairment in the carrying amount. The evaluation methodology for potential impairment is inherently complex and involves significant management judgment in the use of estimates and assumptions. These estimates involve many assumptions, including the expected results of the reporting unit, an assumed discount rate and an assumed growth rate for the reporting unit.

As of December 31, 2017 and 2016, no impairment was recorded.

The fair value of equity investments is determined using discounted cash flow techniques. This technique involves complex management judgment in terms of estimating the future cash flows of the companies and in defining the applicable interest rate to discount those cash flows.

 

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Deferred Tax Asset Valuation Allowance

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the carrying amounts of assets and liabilities recorded for accounting and tax reporting purposes and for the future tax effects of net operating loss carryforwards. Recognition of those deferred tax assets is subject to management’s judgment based on available evidence that realization is more likely than not and they are reduced, if necessary, by a valuation reserve. Management’s judgment on the likelihood that deferred tax assets can be realized is subjective and involves estimates and assumptions about matters that are inherently uncertain. This judgment involves estimating future taxable income and the timing at which the temporary differences between book and taxable income will be reversed. Underlying estimates and assumptions can change over time, influencing our overall tax positions, as a result of unanticipated events or circumstances.

According to taxable income projections, Grupo Financiero Galicia believes that is more likely than not that it will recover the temporary differences and the presumed minimum income tax. Therefore, no valuation allowance was provided against presumed minimum income tax and temporary differences.

Securitizations

Under U.S. GAAP, prior to January 1, 2010, Grupo Financiero Galicia adopted SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, as amended by SFAS 156, both of them codified under the topic ASC No. 860 “Transfers and Servicing” (“ASC No. 860”). ASC No. 860 required an entity to recognize the financial and servicing assets it controls and the liabilities it had incurred and to derecognize financial assets when control has been surrendered.

Effective January 1, 2010, Grupo Financiero Galicia implemented new accounting guidance provided by SFAS 166 and 167 (ASU 2009-16 and ASU 2009-17, respectively, under the new codification), which amend the accounting for the transfers of financial assets and the consolidation of VIEs.

The new guidance eliminates the concept of QSPEs that were previously exempt from consolidation and introduces a new framework for determining the primary beneficiary of a VIE. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. Therefore, Grupo Financiero Galicia must evaluate all existing securitization trusts that qualify as QSPEs to determine whether they must be consolidated in accordance with ASU 2009-17. An entity is considered a VIE if it possesses one of the following characteristics:

 

    Insufficient equity investment at risk

 

    Equity lacks decision-making rights

 

    Equity with non-substantive voting rights

 

    Lacking the obligation to absorb an entity’s expected losses

 

    Lacking the right to receive an entity’s expected residual returns

Under the new guidance, the primary beneficiary is the part that has both (1) the power to direct the activities of an entity that most significantly impact the VIE’s economic performance; and (2) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

To assess whether Grupo Financiero Galicia has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, Grupo Financiero Galicia considers all facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes, first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities.

 

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Under ASC 810-10-65, Banco Galicia should measure the components of the newly consolidated financial trusts at their carrying amounts as of the adoption date. Grupo Financiero Galicia must determine the amounts of the assets, liabilities, and non-controlling interests of the newly consolidated financial trusts, that would have been recorded in Grupo Financiero Galicia’s financial statements as of January 1, 2010, as if ASU 2009-17 had been effective as of the date of Grupo Financiero Galicia’s initial involvement with the financial trusts. Any difference between the net amount added (assets less liabilities of each financial trusts where Grupo Financiero Galicia is primary beneficiary) from Grupo Financiero Galicia’s balance sheet and the amount of any previously recognized retained interest is recognized as a cumulative-effect adjustment to retained earnings.

Based on the mentioned evaluation as of December 31, 2017 and 2016 Grupo Financiero Galicia consolidated the financial trust Galtrust I in which Grupo Financiero Galicia had a controlling financial interest and for which it is the primary beneficiary.

Other-than-temporary impairment

Under U.S. GAAP Galtrust I was classified as an available-for-sale security, and therefore, carried at fair value with changes in the fair value reflected in other comprehensive income for the years ended December 31, 2017 and 2016.

“Recognition and Presentation of Other-Than-Temporary Impairments” ASC 320 establishes a new method of recognizing and reporting other-than-temporary impairments of debt securities. Impairment is now considered to be other than temporary if an entity:

1. intends to sell the security;

2. is more likely than not to be required to sell the security before recovering its cost; or

3. does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell)–that is, a ‘credit loss’.

This credit loss is based on the present value of cash flows expected to be collected from the debt security. If a credit loss exists but an entity does not intend to sell the impaired debt security and it is more likely than not to be required to sell before recovery, the impairment is other than temporary. It should therefore be separated into:

1. the estimated amount relating to the credit loss, and

2. all other changes in fair value.

Only the estimated credit loss amount is recognized in profit or loss; the remaining change in fair value is recognized in ‘other comprehensive income’. This approach more closely aligns the impairment models for debt securities and loans by reflecting only credit losses as impairment in profit and loss.

As of December 31, 2017 and 2016 the fair value of Galtrust I exceeded its amortized cost. Therefore for U.S. GAAP purposes the Bank concluded that there was no recognition of impairment.

Principal Trends

Related to Argentina

In early 2018, Argentina was able to obtain one third of its financing needs for 2018, after regaining access to the international markets in 2017.

With respect to the foreign exchange market, proceeds from foreign currency-denominated debt issuances represented the main source of foreign currency. Foreign currency exchange rates remained relatively stable through the first half of 2017. An increase in the supply of Dollars and the cash settlement of the majority of agricultural

 

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export contracts, however, contributed to more volatile foreign currency exchange rates in the second half of 2017. With respect to monetary policy, following a difficult 2017 (especially with respect to interest rates) contractionary trends may continue until the market’s inflationary expectations are brought in line with Argentine Central Bank objectives.

As the financing goals for 2017 set by the Argentine Treasury were surpassed, we expect that during 2018 the Argentine Treasury will continue to focus on gradually stabilizing the Argentine government’s budget balance. Improvements in employment, together with a moderate increase in real salaries and an improved outlook for exports, are expected to contribute to continued economic growth in Argentina in 2018.

Related to the Financial System

We believe that the financial system will continue to increase its interaction with the private sector. We believe that this growth will be driven by mortgage loans and by amendments to current regulations the government is implementing that are expected to result in a more deregulated financial system and create the basis for increased competition and efficiency in the Argentine financial market. It is believed that the low leverage levels of corporations and individuals in the region as well as low levels of use of banking services in Argentina provide sources of potential growth for Argentine financial institutions.

In terms of the financial reputation of the Argentine Financial System, it is expected that the positive net results of the system in 2017 will enable the system overall to meet minimum capitalization requirements set forth in the Basel Committee regulations. Current macroeconomic policies have led to an increase in the valuation of assets held by the Argentine Financial System and banks have begun increasing their capitalization by undertaking equity offerings, which is expected to continue in 2018. Income from services is expected to be a continued source of operating income in 2018 and it is also expected that banks will continue to improve their operating efficiency.

Portfolio quality indicators have been strong over the last few years despite the modest economic growth and both the non-accrual loan portfolio and related loan loss allowances have remained at similar levels. The market projects a 3.2% economic growth for 2018, which level of growth is expected to help maintain low levels for the non-accrual loan portfolio and cost of credits.

We believe that the financial system, which has strong fundamental indicators, will have positive returns in 2018, with a mid- and long-term macroeconomic environment with renewed and promising expectations.

Related to Us

It is expected that the level of activity of all the subsidiaries of Grupo Financiero Galicia will be consistent with the overall expectations for the Argentine economy and the Argentine Financial System. Given that Banco Galicia is the most significant asset of Grupo Financiero Galicia, we refer to the trends related to Banco Galicia.

In 2018, Banco Galicia expects to continue its strategy of providing distinguishing experiences to its clients and offering high-quality products and services to satisfy the needs of each segment of customers, working to increase its volume of financial intermediation activities with the private sector and to improve its recurring operating results, controlling administrative expenses in an effort to improve operational efficiency and maintaining an adequate diversification and risk coverage.

The analysis of these trends should be read in conjunction with the discussion in Item 3. “Key Information— Risk Factors”, and with consideration that the Argentine economy has been historically volatile, which has negatively affected the volume and growth of the financial system.

 

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Item 5.B. Liquidity and Capital Resources

Liquidity - Holding Company on an Individual Basis

We generate our net earnings/losses from our operating subsidiaries, specifically Banco Galicia, our main operating subsidiary. Banco Galicia’s dividend-paying ability has been affected since late 2001 by the effects of the 2001-2002 liquidity crisis and its impact on Banco Galicia’s income-generation capacity. In addition, there were other restrictions on Banco Galicia’s ability to pay dividends resulting from applicable Argentine Central Bank rules and the loan agreements entered into by Banco Galicia as part of its foreign debt restructuring. See Item 8. “Financial Information-Dividend Policy and Dividends.”

From 2002 to 2010 we did not receive any dividends from Banco Galicia, which is the primary source of funds available to us. On April 27, 2011, during Banco Galicia’s shareholders’ meeting, a distribution of cash dividends for a total amount of Ps.100 million was approved. Since that date, Banco Galicia’s ability to pay dividends was again affected due to regulations issued by the Argentine Central Bank.

The extent to which a banking subsidiary may extend credit or otherwise provide funds to a holding company is limited by Argentine Central Bank rules. For a description of these rules, see Item 4. “Information on the Company-Argentine Banking Regulation-Lending Limits.”

During fiscal year 2015, Grupo Financiero Galicia received dividends in an amount equal to Ps.190 million. Similarly, during fiscal years 2016 and 2017, Grupo Financiero Galicia received from its subsidiaries dividends of Ps.431 million and Ps.658 million, respectively. During March 2018, Grupo Financiero Galicia received a dividend payment of Ps.416 million.

According to Grupo Financiero Galicia’s policy for the distribution of dividends and due to Grupo Financiero Galicia’s financial condition for the fiscal year ended December 2017 and the fact that most of the profits for fiscal years 2015, 2016 and 2017 corresponded to income from holdings (with just a fraction corresponding to the realized and liquid profits meeting the requirements to be distributed as per Section 68 of the Corporations Law), a cash distribution of dividends of Ps.1,200 million is expected to be approved at the shareholders’ meeting to be held on April 24, 2018. This amount represents 84.11% with regard to 1,426,764,597 class A and B ordinary shares with a face value of Ps.1 each.

For fiscal year 2015, the shareholders’ meeting held on April 26, 2016 approved the distribution of cash dividends in an amount of Ps.150 million, which represents a dividend of 11.54% with respect to 1,300,264,597 class A and B ordinary shares of Grupo Financiero Galicia with a face value of Ps.1 each. Similarly, for fiscal year 2016, the shareholders’ meeting held on April 25, 2017 approved the distribution of cash dividends for Ps.240 million, which represents a dividend of 18.46% with respect to 1,300,264,597 class A and B ordinary shares of Grupo Financiero Galicia with a face value of Ps.1 each.

For fiscal year 2015, pursuant to the section incorporated by Act No. 25,585 after Section 25 of Act No. 23,966, Grupo Financiero Galicia received a reimbursement for tax withholdings related to the taxes paid on behalf of the shareholders that were subject to a tax on their personal assets, likewise, pursuant to Section 4 of Act No. 26.893, Grupo Financiero Galicia withheld 10% for income tax from those shareholders subject to such tax.

Due to Act. No. 27,260, Grupo Financiero Galicia did not reimburse or withhold any amount for taxes related to the dividends paid for fiscal year 2016 and proposed to be paid for fiscal year 2017.

As of December 31, 2017, Grupo Financiero Galicia, on an individual basis, had cash and due from banks in an amount of Ps.0.4 million and short-term investments made up of special checking account deposits, mutual funds, government securities and shares sold pending payment in an amount of Ps.1,663 million.

As of December 31, 2016, Grupo Financiero Galicia, on an individual basis, had cash and due from banks in an amount of Ps.0.3 million and short-term investments made up of special checking account deposits, mutual funds, government securities and shares sold pending payment in an amount of Ps.166 million.

 

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As of December 31, 2015, Grupo Financiero Galicia, on an individual basis, had cash and due from banks in an amount of Ps.0.8 million and short-term investments made up of special checking account deposits, mutual funds and time deposits in an amount of Ps.22 million.

For a description of the notes issued by Grupo Financiero Galicia, see “-Item 5.A. “Operating Results”-”Debt Programs”.

Each of our subsidiaries is responsible for their own liquidity management. For a discussion of Banco Galicia’s liquidity management, see “-Banco Galicia’s Liquidity Management-Banco Galicia (Unconsolidated) Liquidity Management”.

Consolidated Cash Flows

Our consolidated statements of cash flows were prepared using the measurement methods and the presentation requirements prescribed by the Argentine Central Bank. See our consolidated cash flow statements as of and for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015, included in this annual report.

As of December 31, 2017, on a consolidated basis, we had Ps.86,317 million in available cash (defined as total cash and cash equivalents), representing a Ps.13,229 million increase as compared to the end of December 31, 2016. As of December 31, 2016, we had Ps.73,088 million in available cash, representing a Ps.30,113 million increase from the Ps.42,975 million as of December 31, 2015.

Effective May 14, 2007, and in accordance with the provisions of Argentine Central Bank’s Communiqué “A” 4667, cash equivalents are comprised of the following: Argentine Central Bank debt instruments (Nobac and Lebac) having a remaining maturity that does not exceed 90 days, securities in connection with reverse repurchase agreement transactions with the Argentine Central Bank, local interbank loans and overnight placements in correspondent banks abroad. Cash equivalents also comprise, in the case of the Regional Credit Card Companies, time deposit certificates and mutual fund shares.

The table below summarizes the information from our consolidated statements of cash flows for the three fiscal years ended December 31, 2017, 2016 and 2015, which is also discussed in more detail below.

 

     December 31,  
     2017      2016      2015  
     (in millions of Pesos)  

Funds (1) at the Beginning of the Fiscal Year

     Ps.73,088        Ps.42,975        Ps.23,054  
  

 

 

    

 

 

    

 

 

 

Funds (Used)/Provided by Operating Activities

     (884      25,013        15,625  
  

 

 

    

 

 

    

 

 

 

- Net (Decrease)/Increase in Government and Private Securities

     (47      4,144        2,399  

- Net Decrease in Loans

     (25,364      (10,040      (12,868

- Net Increase in Deposits

     31,608        34,427        22,576  

- Other

     (7,081      (3,518      3,518  
  

 

 

    

 

 

    

 

 

 

Funds Used by Investing Activities

     (1,748      (1,479      (1,123
  

 

 

    

 

 

    

 

 

 

- Payments for bank premises, equipment and miscellaneous assets, net

     (1,485      (1,479      (1,133

- Payments for equity investments

     181        —          10  

- Other

     (444      —       
  

 

 

    

 

 

    

 

 

 

Funds Provided/(Used) by Financing Activities

     10,712        2,664        (1,529
  

 

 

    

 

 

    

 

 

 

- Net Decrease in notes

     (554      (100      (1,562

- Net Increase in banks and international entities

     2,173        483        77  

- Net (Decrease)/Increase in loans from local financial institutions

     (1,581      2,479        93  

- Capital Increase

     11,004        —          —    

- Other

     (330      (198      (137
  

 

 

    

 

 

    

 

 

 

Effect of Exchange Rate on Cash and Cash Equivalents

     5,149        3,915        6,948  
  

 

 

    

 

 

    

 

 

 

Funds at the End of the Fiscal Year

     Ps.86,317        Ps.73,088        Ps.42,975  
  

 

 

    

 

 

    

 

 

 

 

(1) Cash and cash equivalents

 

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Under Argentine Banking GAAP, our operating activities include the operating results, the origination of loans and other credits extended to the private sector, as well as raising customer deposits and entering into sales of government securities under repurchase agreement transactions. Our financing activities include issuing bonds in the local and foreign capital markets and borrowing from foreign and local banks and international credit agencies. Our investing activities primarily consist of the acquisition of equity investments and purchasing of bank premises and equipment.

Management believes that cash flows from operations and available cash and cash equivalent balances, will be sufficient to fund our financial commitments and capital expenditures for fiscal year 2018.

Cash Flows from Operating Activities

In fiscal year 2017, net cash used in operating activities amounted to Ps.884 million, mainly due to: (i) a Ps.25,364 million net decrease in transactions related to the extension of loans, especially to the non-financial private sector and residents abroad and related to credit cards, advances and promissory notes, (ii) a Ps.7,081 million net decrease of other assets and liabilities and (iii) a Ps.47 million net decrease in attributable to the portfolio of government and private securities. Such amount was partially offset by net cash provided by operating activities in an amount of Ps.31,608 related to an increase in deposits, primarily corresponding to an increase of deposits from the non-financial private sector and residents abroad.

In fiscal year 2016, net cash provided by operating activities amounted to Ps. 25,013 million, mainly due to: (i) a Ps.34,427 million increase in deposits, mostly corresponding to an increase of Ps. 33,727 million in deposits from non-financial private sector and residents abroad and (ii) a Ps.10,040 million decrease in transactions related to loans, mainly related to credit cards, advances and promissory notes, an effect that was offset by amortizations and payments of interests. Likewise, Ps.3,518 million due to the decrease of net other assets and liabilities were provided by operating activities. In addition, Ps.4,144 million of net cash was provided by operating activities attributable to the portfolio of government and private securities.

In fiscal year 2015, net cash provided by operating activities amounted to Ps.15,625 million, mainly due to: (i) a Ps.22,576 million increase in deposits, mostly corresponding to an increase of Ps.23,628 million in deposits from non-financial private sector and residents abroad, a decrease of Ps.1,044 million in deposits from non-financial public sector. (ii) Ps.12,868 million decrease in transactions related to loans, mainly related to credit cards, advances and promissory notes. Likewise, Ps.3,518 million due to the increase of net other assets and liabilities were provided by operating activities. In addition, Ps.2,399 million of net cash was provided by operating activities attributable to the portfolio of government and private securities.

Cash Flows from Investing Activities

In fiscal year 2017, net cash used by investing activities amounted to Ps.1,748 million mainly attributable to the acquisition of bank premises and equipment for Ps.930 million and miscellaneous assets for Ps.555 million and other payments for investment activities for Ps 444 million, such amounts were partially offset by funds provided by payments on equity investments of Ps.181 million.

In fiscal year 2016, net cash used by investing activities amounted to Ps.1,479 million mainly attributable to the acquisition of bank premises and equipment for Ps.900 million and miscellaneous assets for Ps.579 million.

In fiscal year 2015, net cash used by investing activities amounted to Ps.1,123 million mainly attributable to the acquisition of bank premises and equipment for Ps.740 million and miscellaneous assets for Ps.393 million.

 

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Cash Flows from Financing Activities

In fiscal year 2017, financing activities provided cash in the amount of Ps.10,712 million due to: (i) Ps.2,173 million of increase in foreign credit facilities and (ii) a capital increase for Ps.11,004. Such amount was partially offset by financing activities which used cash due to: (i) a net decrease of Ps.554 million as a consequence of the payment or cancellation of principal and interest on notes for approximately Ps.12,000 million, partially offset by issuances of notes for approximately Ps.11,446 during the same period, (ii) a decrease in loans from local financial institutions for Ps.1,581 million and (iii) a net decrease in others fluctuations of Ps.330 million corresponding to other financing activities, mainly related to the payment of dividends.

In fiscal year 2016, financing activities provided cash in the amount of Ps.2,664 million due to: (i) a net decrease of Ps.100 million as a consequence of the payment or cancellation of principal and interest on notes for approximately Ps.8,912 million, partially offset by issuances of notes for approximately Ps.8,812 million during the same period, (ii) Ps.483 million as a consequence of the increase in foreign credit facilities, (iii) an increase in loans from local financial institutions for Ps.2,479 million and (iv) a net decrease in others fluctuations of Ps.198 million corresponding to other financing activities, mainly related to the payment of dividends.

In fiscal year 2015, financing activities used cash in the amount of Ps.1,529 million due to: (i) Ps.1,562 million as a consequence of the payment or cancellation of principal and interest on notes for approximately Ps.4,611 million, partially offset by the issuances of notes for approximately Ps.3,042 million during the same period, (ii) Ps.77 million as a consequence of the increase in foreign credit facilities, (iii) an increase in loans from local financial institutions for Ps.93 million and (iv) a net decrease in others fluctuations of Ps.137 million corresponding to other financing activities, mainly related to the payment of dividends.

Effect of Exchange Rate on Cash and Cash Equivalents

In fiscal year 2017, the effect of the exchange rate on consolidated cash flow, amounted to Ps. 5,149 million, an increase of Ps. 1,234 million as compared to fiscal year 2016. The exchange rate as of December 31, 2017 was Ps.18.774 per U.S. $1.

In fiscal year 2016, the effect of the exchange rate on consolidated cash flow, amounted to Ps.3,915 million, a decrease of Ps.3,033 million as compared to fiscal year 2015. The exchange rate as of December 31, 2016 was Ps.15.850 per U.S. $1.

For a description of the types of financial interests we use and the maturity profile of our debt, currency and interest rate structure, see Item 5. “Operating and Financial Review and Prospects”-Item 5.A. “Operating Results”.

Banco Galicia’s Liquidity Management

Banco Galicia Consolidated Liquidity Gaps

Liquidity risk is the risk that liquid assets are not available for Banco Galicia to meet financial commitments at contractual maturity, take advantage of potential investment opportunities and meet demand for credit. To monitor and control liquidity risk, Banco Galicia monitors and systematically calculates the gaps between financial assets and liabilities maturing within set time intervals based on contractual remaining maturity, on a consolidated basis with the Regional Credit Card Companies and CFA. All the deposits in checking accounts and other demand deposits and deposits in savings accounts are included in the first time interval. These figures are used to simulate different liquidity crisis scenarios based on assumptions stemming from historical experience.

 

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As of December 31, 2017, the consolidated gaps between maturities of Banco Galicia’s financial assets and liabilities based on contractual remaining maturity were as follows:

 

     As of December 31, 2017(1)  
     Less than
one Year
    1 –
5 Years
    5 –
10 Years
    Over 10 Years     Total  
     (in millions of Pesos, except ratios)  

Assets

          

Cash and Due from Banks

     9,699       —         —         —         9,699  

Argentine Central Bank – Escrow Accounts

     50,475       —         —         —         50,475  

Overnight Placements

     269       —         —         —         269  

Loans – Public Sector

     1,811       1,114       —         —         2,925  

Loans – Private Sector

     151,641       37,401       1,931       1,934       192,907  

Government Securities

     26,025       —         —         —         26,025  

Notes and Corporate Securities

     394       592       118       —         1,104  

Financial Trusts

     4,458       14       —         —         4,472  

Other Financing

     165       —         —         —         165  

Receivables from Financial Leases

     317       576       10       —         903  

Other

     16,043       —         —         —         16,043  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

     261,297       39,697       2,059       1,934       304,987  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

          

Savings Accounts

     101,526       —         —         —         101,526  

Demand Deposits

     34,187       —         —         —         34,187  

Time Deposits

     66,223       78       —         —         66,301  

Notes

     1,035       14,848       4,654       —         20,537  

International Banks and Credit Agencies

     4,312       719       —         —         5,031  

Domestic Banks

     1,029       1,644       120       —         2,793  

Other Liabilities (1)

     40,079       —         —         —         40,079  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

     248,391       17,289       4,774       —         270,454  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asset / Liability Gap

     12,906       22,408       -2,715       1,934       34,533  

Cumulative Gap

     12,906       35,314       32,599       34,533       34,533  

Ratio of Cumulative Gap to Cumulative Liabilities

     5.2     13.3     12.1     12.8  

Ratio of Cumulative Gap to Total Liabilities

     4.8     13.1     12.1     12.8  

 

Principal plus UVA adjustment. Does not include interest.

 

(1)   Includes, mainly, debt with retailers due to credit card operations, liabilities in connection with repurchase transactions, debt with domestic credit agencies and collections for third parties.

The table above is prepared taking into account contractual maturity. Therefore, all financial assets and liabilities with no maturity date are included in the “Less than One Year” category.

Banco Galicia must comply with a maximum limit set by its board of directors for liquidity mismatches. This limit has been established at -25% (minus 25%) for the ratio of cumulative gap to total liabilities within the first year. As shown in the table above, Banco Galicia complies with the established policy, since such gap was 12.8 % as of December 31, 2017.

Banco Galicia (Unconsolidated) Liquidity Management

The following is a discussion of Banco Galicia’s liquidity management, excluding the consolidated companies.

Banco Galicia’s policy is to maintain a level of liquid assets that allows it to meet financial commitments at contractual maturity, take advantage of potential investment opportunities, and meet customer’s credit demand. To set the appropriate level, forecasts are made based on historical experience and on an analysis of possible scenarios. This enables management to project funding needs and alternative funding sources, as well as excess liquidity and placement strategies for such funds. As of December 31, 2017, Banco Galicia’s unconsolidated liquidity structure was as follows:

 

     As of December 31, 2017  
     (in millions of Pesos)  

Legal Requirement

     52,954  

Management Liquidity

     38,432  
  

 

 

 

Total Liquidity (1)

     91,386  
  

 

 

 

 

(1) Excludes cash and due from banks of consolidated companies.

 

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The legal liquidity requirements in the table above correspond to the minimum cash requirements for Peso- and Foreign currency-denominated liabilities determined by Argentine Central Bank regulations. For more information on the Argentine Central Bank regulations regarding reserve requirements for liquidity purposes, see Item 4. “Information on the Company-Argentine Banking Regulation-Legal Reserve Requirements for Liquidity Purposes”.

The assets included in this calculation are the balances of Peso- and Foreign currency-denominated deposit accounts at the Argentine Central Bank and escrow accounts held at the Argentine Central Bank in favor of clearing houses.

Management liquidity consists of the following items: (i) 100% of the balance of overnight placements in banks abroad, (ii) 90% of the Lebac balance, (iii) 90% of the Letes in foreign currency, (iv) net short-term interbank loans (call loans), and (v) 100% of the balance at the Argentine Central Bank, including escrow accounts in favor of clearing houses, in excess of the amounts necessary to cover the minimum cash requirements.

Capital

Our capital management policy is designed to ensure prudent levels of capital. The following table analyzes our capital resources as of the dates indicated.

 

     As of December 31,  
     2017     2016     2015  
     (in millions of Pesos, except ratios, multiples and percentages)  

Shareholders’ Equity

     Ps.39,300       Ps.20,353       Ps.14,485  

Shareholders’ Equity as a Percentage of Total Assets

     11.52     8.40     8.96

Total Liabilities as a Multiple of Total Shareholders’ Equity

     7.68x       10.90x       10.17x  

Tangible Shareholders’ Equity (1) as a Percentage of Total Assets

     10.48     7.34     7.70

 

 

(1) Tangible shareholders’ equity represents shareholders’ equity minus intangible assets.

For information on our capital adequacy and that of our operating subsidiaries, see Item 4. “Information on the Company-Selected Statistical Information-Regulatory Capital”.

Capital Expenditures

In the course of our business, our capital expenditures are mainly related to fixed assets, construction and organizational and IT system development. In general terms, our capital expenditures are not significant when compared to our total assets.

For a more detailed description of our capital expenditures in 2017 and our capital commitments for 2018, see Item 4. “Information on the Company-Capital Investments and Divestitures”. For a description of financing of our capital expenditures, see “-Consolidated Cash Flows”.

 

Item 5.E. Off-Balance Sheet Arrangements

See Item 5.A. “Operating Results-Off-Balance Sheet Arrangements” and “Operating Results-Off-Balance Sheet Contractual Obligations.”

 

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Item 5.F. Contractual Obligations

See Item 5.A. “Operating Results—Contractual Obligations.”

 

Item 5.G. Safe Harbor

These matters are discussed under “Forward-Looking Statements.”

 

Item 6. Directors, Senior Management and Employees

Our Board of Directors

Our ordinary shareholders’ meeting took place on April 25, 2017. The following table sets out the members of our Board of Directors as of that date (all of whom reside in Buenos Aires, Argentina), the positions they hold within Grupo Financiero Galicia, their dates of birth, their principal occupations and the dates of their appointment and on which their current terms will expire. Terms expire when the annual shareholders’ meeting takes place.

 

Name

   Position    Date of Birth    Principal
Occupation
   Member
Since
   Current
Term Ends

Eduardo J. Escasany

   Chairman    June 30, 1950    Businessman    April 2005    April 2019

Pablo Gutierrez

   Vice chairman    December 9, 1959    Businessman    April 2003    April 2019

Abel Ayerza

   Director    May 27, 1939    Businessman    September 1999    April 2018

Federico Braun

   Director    February 4, 1950    Businessman    September 1999    April 2020

Antonio R. Garcés

   Director    May 30, 1942    Businessman    April 2012    April 2018

C. Enrique Martin

   Director    October 19, 1945    Businessman    April 2006    April 2018

Pedro A. Richards

   Director    Nov 14, 1952    Businessman    April 2017    April 2019

Silvestre Vila Moret

   Director    April 26, 1971    Businessman    June 2002    April 2020

Daniel A. Llambías

   Director    February 8, 1947    Businessman    April 2017    April 2020

Sergio Grinenco

   Alternate Director    May 26, 1948    Banker    April 2003    April 2019

Alejandro Rojas Lagarde

   Alternate Director    July 17, 1937    Lawyer    April 2000    April 2019

Augusto Rodolfo Zapiola Macnab

   Alternate Director    June 27, 1947    Economist    April 2015    April 2019

The following is a summary of the biographies of the members of our Board of Directors:

Eduardo J. Escasany: Mr. Escasany obtained a degree in economics at the Universidad Católica Argentina. He was associated with Banco Galicia from 1973 to 2002. He was appointed to Banco Galicia’s board of directors in 1975. In 1979, he was elected as the vice chairman and from 1989 to March 21, 2002 he served as the chairman of Banco Galicia’s board of directors and its chief executive officer. He served as the vice chairman of the Argentine Bankers Association from 1989 to 1993 and the chairman of such association from 1993 to 2002. He was chairman of the Board of Directors from April 2002 to June 2002. In April 2005, he was re-elected as member of the Board of Directors and appointed as chairman in 2010. He is also a lifetime trustee and vice chairman of the Fundación Banco de Galicia y Buenos Aires. He is the chairman of Helena Emprendimientos Inmobiliarios S.A. and regular director in Sociedad Argentina de Energía S.A. and at RMPE Asociados S.A. and an alternate director for Central Puerto S.A. and RPE Distribución S.A. Mr. Escasany is Mr. Silvestre Vila Moret’s uncle.

Pablo Gutierrez: Mr. Gutierrez obtained a degree in business administration at the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1985, where he served in different positions. In April 2005, he was appointed to the board of directors of Banco Galicia. Mr. Gutierrez is chairman of Tarjetas Regionales, vice president of Sudamericana Holding, regular director of Tarjeta Naranja S.A. and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires. He was an alternate director of Grupo Financiero Galicia from April 2003 to April 2010 when he was appointed as vice chairman. In April 2012, he was appointed as the vice chairman of Banco Galicia. Mr. Gutierrez is Mr. Abel Ayerza’s nephew.

 

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Abel Ayerza: Mr. Ayerza obtained a degree in business administration at the Universidad Católica Argentina. He was associated with Banco Galicia from 1966 to 2002. Mr. Ayerza is also the chairman of Aygalpla S.A., a lifetime trustee and second vice chairman of the Fundación Banco de Galicia y Buenos Aires and the managing partner of Cribelco S.R.L., Crisabe S.R.L. and Huinca Cereales S.R.L. He has been a member of the Board of Directors since September, 1999. Mr. Ayerza is the uncle of Mr. Pablo Gutierrez.

Federico Braun: Mr. Braun obtained a degree in industrial engineering at the Universidad de Buenos Aires. He was associated with Banco Galicia from 1984 to 2002. Mr. Braun is also the chairman of Patagonia Logística S.A., Campos de la Patagonia S.A., Estancia Anita S.A., Club de Polo Los Pingüinos S.A., Tarjeta del Mar and S.A. Importadora y Exportadora de la Patagonia; the vice chairman of Club de Campo Los Pingüinos S.A., Pampa Natural S.A. and Asociación de Supermercados Unidos. He is a director of Inmobiliaria y Financiera “La Josefina” S.A. and an alternate director of Martseb S.A. He is a member of Asociación Empresaria Argentina and a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires. He has been a member of the Board of Directors since September, 1999.

Antonio Roberto Garcés: Mr. Garcés obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1959 and with Grupo Financiero Galicia since 2002. In April 1985, he was appointed as an alternate director of Banco Galicia. Subsequently, he was appointed as the vice chairman of Banco Galicia in September 2001, the chairman of the board of directors of Banco Galicia from March 2002 until August 2002, and then the vice chairman from August 2002 until April 2003, when he was elected as the chairman of Banco Galicia’s board of directors until 2011. From 2003 to 2010 he was the chairman of Grupo Financiero Galicia. In April 2012, Mr. Garcés was appointed as a director of Grupo Financiero Galicia. He is a trustee of the Fundación Banco de Galicia y Buenos Aires S.A.

C. Enrique Martin: Mr. Martin obtained a degree in law at the Universidad de Buenos Aires. He was a professor at the Universidad de Buenos Aires for more than 20 years and has a post-graduate certificate in international economics from the University of London. He was associated with Banco Galicia from 1977 until 2002 and was responsible for the International Banking Relations Department. Mr. Martin is a senior Advisor to ZEIG S.A. He is also a director of the Argentine-Chilean Chamber of Commerce and an advisor to the Canadian-Argentine Chamber of Commerce. In 2012, he was appointed as an alternate director of Banco Galicia.

Pedro Alberto Richards: obtained a degree in economics from the Universidad Católica Argentina. He holds a Master of Science in Management from the Sloan School of Management at the Massachusetts Institute of Technology. He was the director of the National Development Bank (BANADE). He has been associated with Banco Galicia since 1990. He was a member of the board of directors of Galicia Capital Markets S.A. between 1992 and 1994 and vice chairman of Net Investment between September 2001 and May 2007. Since August 2000, he served as Grupo Financiero Galicia’s managing director and from 2010 as our CEO. Mr. Richards is also Director of Galicia Warrants, and director of Galicia Administradora de Fondos S.A. Mr. Richards was an alternate director of Grupo Financiero Galicia from April 2003 until April 2005, after which he served as a director until April 14, 2010. He was appointed as a director of Grupo Financiero Galicia in April 2017.

Silvestre Vila Moret: Mr. Vila Moret obtained a degree in banking administration at the Universidad Católica Argentina. He was associated with Banco Galicia from 1997 until May 2002. Mr. Vila Moret is also vice chairman of El Benteveo S.A. and Santa Ofelia S.A. He has served as on the Board of Directors since June 2002. Mr. Vila Moret is the nephew of Mr. Eduardo J. Escasany.

Daniel Antonio Llambías: Mr. Llambías was born on February 8, 1947. He obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1964. He was elected as an alternate director of Banco Galicia in September 1997 and as a director in September 2001 until August 2009, when he was appointed CEO. Mr. Llambías is also a director of Tarjeta Naranja and Tarjetas Regionales and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires. He served as the chairman of ADEBA from April 2016 to April 2017. Mr. Llambías was appointed as a director of Grupo Financiero Galicia in April 2017.

 

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Sergio Grinenco: Mr. Grinenco obtained a degree in economics at the Universidad Católica Argentina and a master’s degree in business administration from Babson College in Wellesley, Massachusetts. He has been associated with Banco Galicia since 1977. He was elected as an alternate director of Banco Galicia in September 2001 and as the vice chairman in April 2003, a position he held until 2011. He is an alternate director of Grupo Galicia since April 2003. Mr. Grinenco is also an alternate trustee of the Fundación Banco de Galicia y Buenos Aires. In 2012, he was appointed as the chairman of Banco Galicia.

Alejandro María Rojas Lagarde: Mr. Rojas obtained a degree in law at the Universidad de Buenos Aires. He has held a variety of positions at Banco Galicia since 1963. From 1965 to January 2000, he was responsible for the general counsel office of Banco Galicia. He has been an alternate director on the Board of Directors since 2000. He is also a manager of Rojas Lagarde S.R.L., alternate director of Santiago Salud S.A. and lifetime trustee of the Fundación Banco de Galicia y Buenos Aires.

Augusto Rodolfo Zapiola Macnab: Mr. Zapiola Macnab obtained a degree in economics from the Pontificia Universidad Catolica Argentina. He has been associated with Banco Galicia from June 1978 until September 2002. In April 2013, he was elected as an alternate director of Banco Galicia. In April 2015, he was elected as an alternate director on the Board of Directors of Grupo Galicia.

Our Board of Directors may consist of between three and nine permanent members. Currently our Board of Directors has nine members. In addition, the number of alternate directors-individuals who act in the temporary or permanent absence of a director-has been set at three. The directors and alternate directors are elected by the shareholders at our annual general shareholders’ meeting. Directors and alternate directors are elected for a maximum term of three years.

Mr. Sergio Grinenco is also a director of Banco Galicia and Mr. Augusto Rodolfo Zapiola Macnab is also an alternate director of Banco Galicia. In addition, some members of our Board of Directors may serve on the board of directors of any subsidiary.

Five of our directors are members of the families that are the controlling shareholders of Grupo Financiero Galicia.

Our Audit Committee

Grupo Financiero Galicia complies with the provisions set forth by the Capital Markets Law and the regulations set forth by the CNV, which require that companies which make a public offering of shares should form an Audit Committee, and develop a charter with regulations for its operation.

Accordingly, the Board of Directors established an Audit Committee with three members. During fiscal year 2017, Messrs. Antonio R. Garcés, C. Enrique Martin and Silvestre Vila Moret were the members of the Audit Committee, with Antonio R. Garcés and C. Enrique Martin being considered independent pursuant to CNV and Nasdaq requirements. Mr. Silvestre Vila Moret is not considered independent under such rules. All three members of the Audit Committee are financially literate and have extensive managerial experience. Mr. Antonio Garcés is the financial expert serving on our Audit Committee.

According to the CNV rules, the Audit Committee is primarily responsible for (i) issuing a report on the Board of Directors’ proposals for the appointment of the independent auditors and the compensation for the Directors, (ii) issuing a report detailing the activities performed according to the CNV requirements, (iii) issuing the Audit Committee’s annual plan and implementing it each fiscal year, (iv) evaluating the external auditors’ independence, work plans and performance, (v) evaluating the plans and performance of the internal auditors, (vi) supervising the reliability of our internal control systems, including the accounting system, and of external reporting of financial or other information, (vii) following-up on the use of information policies on risk management at Grupo Financiero Galicia’s main subsidiaries, (viii) evaluating the reliability of the financial information to be filed with the CNV and the SEC, (ix) verifying compliance with the applicable conduct rules, and (x) issuing a report on related party transactions and disclosing any transaction where a conflict of interest exists with corporate governance bodies and controlling shareholders. The Audit Committee has access to all information and documentation that it requires and is broadly empowered to fulfill its duties. During 2017, the Audit Committee held ten meetings.

 

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Our Supervisory Committee

Our bylaws provide for a Supervisory Committee consisting of three members who are referred to as syndics (“syndics”) and three alternate members who are referred to as alternate syndics (“alternate syndics”). In accordance with the Corporations Law and our bylaws, the syndics and alternate syndics are responsible for ensuring that all of our actions are in accordance with applicable Argentine law. Syndics and alternate syndics are elected by the shareholders at the annual general shareholders’ meeting. Syndics and alternate syndics do not have management functions. Syndics are responsible for, among other things, preparing a report to shareholders analyzing our financial statements for each year and recommending to the shareholders whether to approve such financial statements. Alternate syndics act in the temporary or permanent absence of a syndic. Currently, there are three syndics and three alternate syndics. Syndics and alternate syndics are elected for a one-year term.

The following table shows the members of our Supervisory Committee. Each of our syndics was appointed at the ordinary shareholders’ meeting held on April 25, 2017. Terms expire when the annual shareholders’ meeting takes place or as set forth below.

 

Name

  

Position

  

Principal

Occupation

  

Current

Term Ends

Norberto Corizzo    Syndic    Accountant    April 2018
José Luis Gentile    Syndic    Accountant    April 2018
Enrique M. Garda Olaciregui    Syndic    Lawyer    April 2018
Miguel Armando    Alternate Syndic    Lawyer    April 2018
Fernando Noetinger    Alternate Syndic    Lawyer    April 2018
Horacio Tedín    Alternate Syndic    Lawyer    April 2018

The following is a summary of the biographies of the members of our Supervisory Committee:

Norberto Corizzo: Mr. Corizzo obtained a degree in national public accounting at the Universidad de Buenos Aires. He has developed taxes activities in companies such as López González Raimondi y Asoc., Noel y Cía and Price Waterhouse. He has been syndic at Grupo Financiero Galicia since April 2003. He has been associated with Banco Galicia since 1977 up to June 2002 performing positions related to tax and internal audit. Mr. Corizzo is also a syndic of Banco Galicia, EBA Holding, Tarjetas Regionales, Cobranzas Regionales S.A. and of other subsidiaries of Banco Galicia and Grupo Financiero Galicia.

José Luis Gentile: Mr. Gentile obtained a degree in national public accounting at the Universidad de Buenos Aires. He has provided services to Grupo Financiero Galicia since 1999 up to March 2017, when he was Chief Financial Officer. He was elected as a syndic of Banco Galicia and Grupo Financiero Galicia since the shareholders’ meetings held on April 25, 2017. Additionally, he is a syndic of Galicia Valores and Galicia Warrants, and an alternate syndic of Cobranzas Regionales and Tarjeta Naranja, and of other subsidiaries of Banco Galicia and Grupo Financiero Galicia.

Enrique M. Garda Olaciregui: Mr. Garda Olaciregui obtained a degree in law at the Universidad del Salvador. He has a master in Finances at Universidad del CEMA and a degree in Corporate Law at Universidad Austral. He has been associated with Banco Galicia since 1970. He served as legal advisor to Banco Galicia between September 2001 and April 2003. He has provided services as a Secretary Director between April 2003 and April 2010, when he was designated as regular syndic of Banco Galicia. Additionally, he is a regular syndic at Tarjetas Regionales, Galicia Seguros, Galicia Valores, Galicia Warrants, Sudamericana Holding and other subsidiaries of Banco Galicia and Grupo Financiero Galicia.

Miguel Armando: Mr. Armando obtained a degree in law at the Universidad de Buenos Aires. He was first elected as an alternate syndic of Banco Galicia in 1986. He also acted as an alternate syndic of Grupo Financiero Galicia between 1999 and January 2009 at which point he became a regular syndic until April 2009, at which time

 

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he was reelected as an alternate syndic of Grupo Financiero Galicia. He is the vice chairman of Arnoar S.A. and a member of the board of directors of Santiago de Compostela Promotora de Seguros S.A. Mr. Armando is also a syndic of EBA Holding S.A. and an alternate syndic of Banco Galicia, Galicia Valores, Tarjetas Regionales, Tarjeta Naranja, among others.

Fernando Noetinger: Mr. Noetinger obtained a degree in law at the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1987. He was and has been an alternate syndic of Grupo Financiero Galicia from September 1999 to June 2002 and from April 2006 to date. Mr. Noetinger is also chairman of Arnoar S.A. and Doña Ines S.A., and an alternate syndic of EBA Holding S.A., Electrigal S.A., Tarjetas Regionales, Galicia Warrants, Galicia Valores, Banco Galicia, Galicia Retiro, Galicia Seguros, Sudamericana and Net Investment, among others.

Horacio Tedín: Mr. Tedín obtained a degree in law at the Universidad de Buenos Aires. In 1981 he founded his own law firm, which has actively worked for Banco Galicia and other big corporate clients. Mr. Tedín has been an alternate syndic of Grupo Financiero Galicia since 2006. He is also a syndic of Teruel Mandataria S.A., Santiago de Compostela Promotora de Seguros S.A. and Electrigal S.A. and an alternate syndic of EBA Holding S.A., among others.

Compensation of Our Directors

Compensation for the members of the Board of Directors is considered by the shareholders at the shareholders’ meeting once the fiscal year has ended. Directors are paid an annual fee based on the functions they carry out and they may receive partial advance payments during the year. At the ordinary shareholders’ meeting held on April 25, 2017 the compensation for the Board of Directors was set at Ps.20,093,234 for the fiscal year ending on December 31, 2016. For a description of the amounts to be paid to the board of directors of Banco Galicia, see “-Compensation of Banco Galicia’s Directors and Officers” below.

We do not maintain a stock-option, profit-sharing or pension plan for the benefit of our directors.

We do not have a policy establishing any termination benefits for our directors.

Management of Grupo Financiero Galicia

Our organizational structure consists of a chief executive officer (“CEO”) who reports to the Board of Directors, and the Chief Financial Officer (“CFO”) who reports to the CEO and is in charge of the Financial and Accounting Division.

The CEO’s primary responsibilities consist of implementing the policies defined by the Board of Directors, as well as making recommendation to the Board of Directors regarding future plans, and budgetary and organizational matters. He is also responsible for supervising the Financial and Accounting Division and assessing the attainment of performance goals of Grupo Financiero Galicia. The CEO also participates in meetings of the Board of Directors of the Company and certain subsidiaries.

Our CEO is Mr. Pedro A. Richards. For a biography, please see –Our Board of Directors—Pedro A. Richards.

Our CFO is Mr. José Luis Ronsini, who was born on November 29, 1971. He obtained a degree in national public accounting from the Universidad Católica Argentina. He holds a Master in Finance from the University of CEMA, and attended the Senior Management Program at the Universidad de San Andrés. He has been associated with Banco Galicia since 2001. He previously served as the Chief Credit Risk auditor, responsible for our subsidiaries, Tarjetas Regionales, and Galicia Administradora de Fondos S.A. Mr. Ronsini has served as the General Accountant of Banco Galicia since 2012.

 

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The Financial and Accounting Division is mainly responsible for the assessment of investment alternatives, thus suggesting whether to invest or withdraw Grupo Financiero Galicia’s positions in different companies or businesses. It also plans and coordinates Grupo Financiero Galicia’s administrative services and financial resources in order to guarantee its proper management. This division also aims at meeting requirements set by several controlling authorities, complying with information and internal control needs and budgeting purposes. Furthermore, it includes functions aimed at planning, preparing, coordinating, controlling and providing financial information to the stock exchanges where Grupo Financiero Galicia’s shares are listed, regulatory bodies and both domestic and international investors and analysts. It facilitates the provision of materials and responses to questions sent by shareholders and investors in general through a specifically designed “contact us”, located in our web page.

Our compensation policy, which is essentially the same as the policy followed by the companies that we control, consists of arranging salary levels in order of importance based on a system that describes and assesses job positions based on objective factors (the Hay System). The purpose of such system is to pay compensation that is similar to the compensation that is paid for a similar position in the domestic market. Managers who are our employees or our controlled companies’ employees receive a fixed salary and may receive a bonus based on individual performance. This policy for compensation includes the possibility of having access to retirement insurance. We do not maintain stock-option, profit-sharing or pension plans or any other retirement plans for the benefit of our managers.

We have established a Disclosure Committee in response to the U.S. Sarbanes-Oxley Act of 2002. The main responsibility of this committee is to review and approve controls over the public disclosure of financial and related information, and other procedures necessary to enable our chief financial officer and CEO to provide their certifications of our annual report that is filed with the SEC. The members are Messrs. Pedro A. Richards, José Luis Ronsini, Adrián Enrique Pedemonte and Ms. Mariana Saavedra. In addition, at least one of the members of this committee attends all the meetings of our principal subsidiaries’ disclosure committees.

Board of Directors of Banco Galicia

At the ordinary shareholders’ meeting held on April 27, 2017, the size of Banco Galicia’s board of directors was set at seven members and three alternate directors. The following table sets forth the members of Banco Galicia’s board of directors as of April 27, 2017, all of whom are residents of Buenos Aires, Argentina, the position currently held by each of them, their dates of birth, their principal occupations, the dates of their appointment and the year in which their current terms will expire. The business address of the members of the Banco Galicia’s board of directors is Tte. General J. D. Perón 430, 24th floor (C1038AAI) Buenos Aires, Argentina.

 

Name

   Position    Date of
Birth
   Principal
Occupation
   Member
Since
   Current
Term Ends

Sergio Grinenco

   Chairman of the Board    May 26, 1948    Banker    April 2012    April 2020

Raúl Héctor Seoane

   Vicechairman    July 18, 1953    Economist    April 2012    April 2020

Guillermo J. Pando

   Secretary Director    October 23, 1948    Banker    April 2003    April 2020

María Elena Casasnovas

   Director    May 10, 1951    Lawyer    April 2016    April 2019

Juan Carlos L’Afflitto

   Director    September 15, 1958    Accountant    April 2016    April 2019

Pablo M. Garat (1)

   Director    January 12, 1953    Lawyer    April 2004    April 2019

Ignacio A. González (1)

   Director    April 23, 1944    Accountant    April 2010    April 2019

Enrique García Pinto (2)

   Alternate Director    August 10, 1948       April 2009    April 2018

C. Enrique Martin

   Alternate Director    October 19, 1945    Lawyer    April 2012    April 2018

Augusto R. Zapiola Macnab

   Alternate Director    June 27, 1947    Economist    April 2013    April 2019

 

 

(1) In accordance with the rules of the CNV, and pursuant to the classifications adopted by the CNV, Messrs. Garat and González are independent and were reelected at the ordinary shareholders’ meeting held on April 15, 2013. Messrs. Garat and González are also independent directors in accordance with the Nasdaq rules.
(2) In accordance with the rules of the CNV, and pursuant to the classifications adopted by the CNV, Mr. García Pinto is an independent alternate director. He would replace the independent directors in case of vacancy. He is also an independent director in accordance with the Nasdaq rules.

 

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The following are the biographies of the members of the board of directors of Banco Galicia:

Sergio Grinenco: See “-Our Board of Directors”.

Raúl Héctor Seoane: Mr. Seoane obtained a degree in economics from the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1988. Mr. Seoane was first elected as an alternate director of Banco Galicia from 2005 until December 2011, and in April 2012 was elected as a director. He is also a vice chairman of Distrocuyo S.A. and an alternate trustee of Fundación Banco de Galicia y Buenos Aires.

Guillermo Juan Pando: Mr. Pando has been associated with Banco Galicia since 1969. He was first elected as an alternate director of Banco Galicia from September 2001 until June 2002, and in April 2003 he was elected as a director. He is also the chairman of Santiago Salud S.A. and Distrocuyo S.A., vice chairman of Electrigal S.A., and an alternate trustee of Fundación Banco de Galicia y Buenos Aires.

María Elena Casasnovas: Mrs. Casasnovas was born on May 10, 1951. She obtained a degree in law from the Universidad Católica Argentina. She completed the Program for High Management at Universidad Torcuato Di Tella and the Senior Management Program at Universidad San Andrés. She has been associated with Banco Galicia since 1972. In April 2016 she was elected as a director.

Juan Carlos L’Afflitto: Mr. L’Afflito was born on September 15, 1958. He has an accounting degree from the Universidad de Buenos Aires. He worked as advisor and accountant at Morgan, Benedit y Asociados and until 1990 he was a professor at the Universidad Católica Argentina. He has been associated with Banco Galicia since 1986. In April 2016 he was elected as a director.

Pablo María Garat: Mr. Garat obtained a degree in law at the Universidad de Buenos Aires. He has been associated with Banco Galicia as an independent director since April 2004. Mr. Garat has been an official representative of the Province of Tierra del Fuego and an advisor to the Argentine Senate, and he currently develops its professional independent activity at his own law firm and is a professor at the University of Constitutional Law and Constitutional Tributary Law.

Ignacio Abel González: Mr. González obtained a degree in national public accounting at the Universidad de Buenos Aires and a master in Auditing at Drew University, New Jersey. Previously, he served as a Member of the International Committee of Finance & Value Sharing, PricewaterhouseCoopers. He was appointed as director of Banco Galicia at the shareholders’ meeting held on April 14, 2010. He is also syndic of Sociedad Anónima La Nación, La Nación Nuevos Medios, Publirevistas S.A., Pampa Natural S.A., Sociedad Anónima Importadora y Exportadora de la Patagonia, Banelsip S.A. and Banelco S.A. and the founder and president of P.O.D.E.R (Polo de Desarrollo Educativo Renovador).

Enrique García Pinto: Mr. García Pinto has been associated with Banco Galicia since 1970. Previous to such time he served at Nobleza Piccardo SAYCYF and Saturno Agropecuaria SCA. Mr. García Pinto was appointed as an alternate director of Banco Galicia at the shareholders’ meeting held on April 28, 2009. He is also vice chairman of Teruel Mandataria S.A. and director of Distrocuyo S.A.

C. Enrique Martin: See “-Our Board of Directors”.

Augusto Rodolfo Zapiola Macnab: See “-Our Board of Directors”.

Functions of the Board of Directors of Banco Galicia

Banco Galicia’s board of directors may consist of three to nine permanent members. In addition, there can be one or more alternate directors who can act during the temporary or permanent absence of a director. As of the date of this annual report, none of the directors were also employees.

The Board of Directors formally meets at least twice a week and informally every day, and is in charge of Banco Galicia’s general management and takes all the necessary decisions to fulfill said task.

Members of the Bank’s Board of Directors serve in the following committees:

 

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Human Resources and Governance Committee: It is composed of two Directors, the Chief Executive Officer, and the Organizational Development and Human Resources Division Manager. This Committee is responsible for presenting a succession plan for the Chief Executive Officer and the Division Manager positions, analyzing and establishing the compensation for the Chief Executive Officer and Division Managers, and monitoring the performance matrix of Division Managers and Department Managers. The Committee meets every two months or whenever there are issues that require urgent consideration. Its resolutions are summarized in writing in minutes.

Strategy and New Businesses Committee: This Committee is composed of three Directors, the Chief Executive Officer, the Planning and Risk Management Division Managers. It is in charge of analyzing new businesses. The Committee meets at least once every two months. It can hold extraordinary meetings in case there is any issue that requires urgent consideration. Its resolutions are summarized in writing in minutes.

Risk and Capital Allocation Committee: This Committee is composed of five Directors, the Chief Executive Officer, the Risk Management and Planning Division Managers. It is in charge of analyzing and approving capital allocations, establishing risk policies and monitoring the Bank’s risks. The Committee meets at least once every two months. Its resolutions are summarized in writing in minutes.

Liquidity Crisis Committee: This Committee is composed of three Directors and the Chief Executive Officer. The Committee may call those officers whose participation is deemed relevant. It is in charge of evaluating the situation upon facing a liquidity crisis and deciding the steps to be implemented to tackle it. The Committee shall meet when convened by the Board of Directors and shall hold sessions as may be required until the liquidity crisis ends. Its resolutions are summarized in writing in minutes.

Asset and Liability Management Committee (ALCO): Three Directors, the Chief Executive Officer, the Retail Banking, the Wholesale Banking, the Financial Banking, the Risk and Planning Division Managers are members of this Committee. It is in charge of fund raising and different asset allocations. Moreover, this Committee is in charge of the follow-up and control of liquidity, interest-rate and currency gaps. The Committee meets at least once a month. Its resolutions are summarized in writing in minutes.

High Credit Committee: This Committee is composed of four Directors, the Chief Executive Officer, the Risk Division Manager and the Wholesale Banking Manager. It is in charge of approving and granting ratings and loans to high risk customers and groups. The Committee meets at least once a week. Approved operations are recorded in chronologically numbered spreadsheets.

Low Credit Committee: This Committee is composed of two Directors, the Chief Executive Officer and the Risk Division Manager. This Committee is responsible for approving and granting ratings and loans to medium risk customers and groups. The Committee meets at least twice a week. Approved operations are recorded in chronologically numbered spreadsheets.

Audit Committee: In accordance with the Argentine Central Bank’s regulations, the Bank formed an Audit Committee composed of two Directors and the Internal Audit Manager. The Committee is in charge of supervising the adequacy and conformity, as well as the effective functioning of the internal control systems so as to ensure compliance with all the Bank’s rules submitted to the Argentine Central Bank and the self-regulated entities of the capital market. The Committee meets at least once a month. Its resolutions are entered in minutes, which are transcribed in signed books.

Committee for the Control and Prevention of Money Laundering and Funding of Terrorist Activities: This Committee is composed of four Directors, the Chief Executive Officer, the Compliance and Prevention of Money Laundering Manager, the Internal Audit Manager, and the Managers of the following Divisions: Risk, Financial Banking, Wholesale Banking, Retail Banking and Comprehensive Corporate Services. The Financial Banking Division Manager is the officer in charge of financial intermediation transactions. The Syndics can be invited to attend any meeting called by this Committee. This Committee is responsible for planning, coordinating and enforcing compliance with the policies on the issue established and approved by the Board of Directors. The Committee meets at least once per quarter. Resolutions must be registered in a minutes book.

 

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Committee for Information Integrity: This Committee is composed of three Directors, the Chief Executive Officer and the Planning Division Manager. The Syndics can be invited to attend any meeting called by this Committee. A member of the Committee that was created for the same purpose by Grupo Financiero Galicia S.A. shall also attend the meetings held by this Committee. This Committee is in charge of promoting compliance with the provisions set forth in the Sarbanes-Oxley Act of 2002 of the United States of America. The Committee meets at least every three months or whenever there are issues that require consideration. Its resolutions are summarized in writing in minutes.

Information Technology Committee: This Committee is composed of three Directors, the Chief Executive Officer and the Comprehensive Corporate Services Division Manager. This Committee is in charge of supervising and approving the development plans of new systems and their budgets, as well as supervising these systems’ budget control. It is also responsible for approving the general design of the systems’ structure, the main processes thereof and the systems implemented, as well as monitoring the quality of the Bank’s systems, within the policies established by the Board of Directors. The Information Technology Committee meets at least once every three months. It can hold extraordinary meetings in case there is any issue that requires urgent consideration. Its resolutions are summarized in writing in minutes.

Income Statement Reporting Committee: This Committee is composed of five Directors, the Chief Executive Officer and the Planning Division Manager. It is in charge of monitoring management and income statements, along with evaluating the macroeconomic situation. The Committee meets at least once per quarter. Its resolutions are summarized in writing in minutes.

Every month, the Board of Directors learns about the decisions taken by these Committees, what is written down in minutes.

Banco Galicia’s Executive Officers

On October 7, 2015, Mr. Fabián Enrique Kon was appointed Banco de Galicia y Buenos S.A.’s CEO by the Board of Directors. The CEO is responsible for implementing the strategic goals established by Banco Galicia’s Board of Directors and coordinating with the Managers of the Bank’s Divisions. Mr. Kon reports to the Board of Directors.

Fabián Enrique Kon: Mr. Kon was born on September 25, 1958. He obtained a degree in national public accounting at the Universidad de Buenos Aires. He worked at Pistrelli, Diaz y Asociados, Accenture, Exolgan Container Terminal and Tradecom, in managerial positions. From 2006 to February 2014, he was Galicia Seguros’ CEO and in March 2014, he was appointed Banco Galicia´s retail banking manager. Mr. Kon is also the chairman of Sudamericana Holding, vice chairman of Tarjetas Regionales, and director of Tarjeta Naranja.

As of the date of this annual report, the following divisions and department managers report to Banco Galicia’s CEO:

 

Division

  

Manager

Wholesale Banking

   Marcelo Iraola

Retail Banking

   German Alejandro Ghisoni

Financial Banking

   Pablo María León

Risk Management

   Diego Rivas

Comprehensive Corporate Services

   María Marcela Fernie

Organizational Development and Human Resources

   Rafael Pablo Bergés

Planning

   Bruno Folino

Customer Experience

   Flavio Dogliolo

 

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Wholesale Banking Division This division is responsible for designing, planning and implementing the vision, strategies, policies and goals for the Wholesale Banking’s businesses and for each customer segment (corporate, medium-sized and agricultural companies) and products. It is also responsible for defining and controlling this division’s business goals, ensuring that these goals meet market demands and remain aligned with the Bank’s strategic objectives, guaranteeing volume, profitability, quality and customer satisfaction, within the preset risk levels. Furthermore, this division is responsible for proposing and developing banking products for the corporate segment and a customer service model tailored to each customer segment in order to ensure that growth and profitability targets are met. The following departments report to this division: Corporate Banking, Investment Banking and Capital Market, Wholesale Products and Marketing, Agribusiness Sector and Middle-Market Banking.

Retail Banking Division: This division is responsible for designing, planning and implementing the vision, strategies, policies and goals for the Retail Banking’s businesses and for each customer segment (Private Banking, Eminent, Prefer Banking, Consumer Banking, and SMEs) and the distribution channels (Branch Network and Alternative Channels). It is also responsible for defining and controlling this division’s business goals, ensuring that these goals meet market demands and remain aligned with the Bank’s strategic objectives and guaranteeing volume, profitability, quality and customer satisfaction, while managing risk levels. Furthermore, this division is responsible for proposing and developing the advertising plan, banking products for their consumer segments and a customer service model tailored to each customer segment and also ensuring that growth, profitability and customer service targets are met. The following departments report to this division: Segments, Products, Private Banking, Advertising, Branches, Digital, Customer Contact Center (CCC) and Retail Planning.

Financial Banking Division: This division is responsible for designing, planning and implementing the vision, strategies, policies and goals for the Financial Banking Division, to ensure the provision of funding, compliance with mismatch policies, and the attainment of liquidity targets, while optimizing performance and ensuring the achievement of the Bank’s business goals with respect to volume and profitability. Furthermore, this division is responsible for managing the financial position of the Bank, negotiating rates, funds, incentives and campaigns with different areas, and providing regulatory, information and technical support for the management of assets and liabilities, aiming to guarantee the control of liquidity, rate, currency and market risks and the compliance with applicable legal and policy provisions. In addition, this division plans, proposes and implements the strategy for the development and maintenance of business relations with international banks, international entities, international mutual funds and bi-national clearing houses with the aim of enhancing the Bank’s image in international markets and ensuring efficient business operations based on the growth and profitability targets established by the organization. The following departments report to this division: Commercial, Financial Institutions, Public Sector and Products.

Risk Management Division: This division is responsible for elaborating, suggesting and agreeing on credit, financial and operational risk strategies and policies designed for the Bank and its affiliated companies, monitoring efficiency and compliance with control procedures with a focus on prevention and categorizing and measuring risks in order to be able to minimize or eliminate risks and/or allocate the appropriate capital to successfully prevent such risks. This division is also responsible for the monitoring and oversight of compliance with the policies on control and prevention of money laundering and funding of terrorist activities in order to minimize reputational risks, thus ensuring compliance with applicable regulations and international standards. The following departments report to this division: Financial Risk, Retail Credit, Wholesale Credit, Recovery, Strategic Risk Management, Model Factory and Information Security.

Comprehensive Corporate Services Division: This division is responsible for designing, planning and implementing the strategies and policies for the IT, Organization, Operations, and Infrastructure divisions, and the maintenance thereof, with the goal of ensuring and maintaining the administrative support for its operations and activities, by means of a functional coordination of all services, and the human and technological resources available to the Bank. Furthermore, this division is responsible for developing and proposing innovations and new solutions to business processes, and preparing the expense and investment budget. The following departments report to this division: Operations, Systems, and Engineering and Maintenance.

Organizational Development and Human Resources Division: This division is responsible for designing, planning and implementing Human Resources strategies and policies, as well as defining and controlling management goals of the Bank’s human resources with the purpose of ensuring consistent practices, availability of qualified and motivated personnel, and a proper work environment, in accordance with the applicable social security and employment legislation and with the Bank’s culture and values. Furthermore, this division is responsible for

 

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directing corporate social responsibility activities and the internal communication, with the goal of enhancing the Bank’s image with focus on social responsibility, promoting employee loyalty, and applying social marketing to obtain the Bank’s competitive advantage. The following departments report to this division: Human Resources Advisory, Human Resources Management, Compensation, Sustainability, Talent Management, Internal Communications and Culture, Labor Relations and Safety.

Planning Division: This division is responsible for planning, coordinating and controlling the development and maintenance of budget, planning, accounting, tax and legal activities, with the aim of providing management with information to facilitate decision-making processes, management control, and compliance with disclosure requirements, as well as guaranteeing the availability of information that may allow the Bank to obtain strategic, long-term financing. Furthermore, this division is responsible for planning and ensuring compliance with the liquidity, interest rates and currency mismatches strategies, within the limits of the policies established, formulating proposals to the Asset and Liabilities Committee related to the management of such mismatches in order to maximize income in conformity with the Bank’s policies. In addition, it provides legal advice to different sectors of Banco Galicia to conduct business in accordance with applicable regulations. The following departments report to this division: Accounting, Management Control, Tax Advice, Research and Strategic Planning, Assets and Liabilities Management, Legal Advice, Purchases and Institutional Relations.

Customer Experience: This division is responsible for defining and pursuing the Bank’s customer experience strategy to gain a competitive and differentiating edge in the financial services market. The following departments report to this division: NPS Operation, Organization, Initiatives, and Analysis and Indicators.

The following departments report to the board of directors of Banco Galicia:

 

Department

  

Manager

Internal Audit    Claudio Scarso
Compliance and Prevention of Money Laundering    Teresa del Carmen Piraino

Internal Audit Department Division: This division is responsible for assessing and monitoring the effectiveness, conformity and efficiency of internal control systems with the goal of ensuring compliance with applicable laws and regulations.

Compliance and Prevention of Money Laundering Department Division: This division is responsible for coordinating and monitoring compliance with the policies established by Banco Galicia’s Board of Directors on control and prevention of money laundering and funding of terrorist activities in order to minimize reputational risks, thus ensuring compliance with applicable regulations and international standards. This division is responsible for encouraging compliance with Banco Galicia’s rules, good conduct principles and ethical values, and mitigating the risk of non-compliance by defining policies, establishing controls and reports in the best interest of the Bank, its employees, shareholders and customers.

The following are the biographies of Banco Galicia’s senior executive officers mentioned above and not provided in the sections “-Board of Directors of Banco Galicia” or “-Our Board of Directors” above.

Marcelo Iraola: Mr. Iraola was born on June 14, 1964. He obtained a degree in law at the Universidad de Buenos Aires. He completed the Program for Executive Development at IAE and a business management program at the Universidad de San Andres. He has been associated with Banco Galicia since 1988. He is also a director of Galicia Warrants.

Germán Alejandro Ghisoni: Mr. Ghisoni was born on May 6, 1967. He obtained a degree in business management at the Universidad Católica Argentina. He completed the Program for Executive Development at IAE (Instituto Argentino de Empresas), the Strategic Management in Banking Program at INSEAD and the Customer Centric Organitatios at Kellogg School of Management. He has been associated with Banco Galicia since 1995.

Pablo M. Leon: Mr. Leon was born on August 31, 1964. He obtained a degree in finance at the Universidad de Palermo and two PDF (Programs for Executive Development) at IAE (Instituto Argentino de Empresas) and IMD, Lausanne, Switzerland. He has been associated with Banco Galicia since 1987. He is also the chairman of Galicia Valores and director of Argenclear S.A.

 

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Diego Rivas: Mr. Rivas was born on October 20, 1969. He obtained a degree in Business Administration from the Universidad Argentina de la Empresa. He also completed a postgraduate degree in finance at the CEMA and management development programs at IMD (Switzerland), and a postgraduate degree in Risk Management at Wharton School at University of Pennsylvania. Mr. Rivas has been associated with Banco Galicia since 1987. In May 2016, he was appointed Risk Control Area Manager of Banco Galicia. Mr. Rivas is also Vice President of Procesadora Regional S.A. and Director of Tarjeta Naranja S.A.

María Marcela Fernie: Ms. Fernie was born on November 16, 1967. She obtained a degree in economics. She has been associated with Banco Galicia since 2011. She is a director of COELSA, an alternate director of Tarjetas Regionales and Tarjeta Naranja.

Rafael Pablo Bergés: Mr. Bergés was born on September 10, 1963. He obtained a degree in industrial engineering. He has been associated with Banco Galicia since August 2010. Prior to such time, he worked at Techint and at a several multinational companies in managerial positions. From 1998 to 2009, he was vice president in the Human Resources Division of Grupo Telefónica.

Bruno Folino: Mr. Folino was born on February 23, 1966. He has an accounting degree from the Universidad de Buenos Aires. He completed a post-graduate degree in Tax & Legal at the Universidad Austral and Master in Science of Management Sloan at GSB Stanford University. He started his career in Price Waterhouse & Co at the Auditing Department, and later, at the Tax & Legal Department. He has been associated with Banco Galicia since 1997 as Tax Manager and Planning Manager. In 2012, he was appointed Planning Manager.

Flavio Dogliolo: Mr. Dogliolo was born on March 13, 1965. He obtained a degree in business administration from the Universidad Católica Argentina. He received an MBA from the Universidad Austral. He was the manager of means of payments and automatic banking at Banco Bansud S.A., manager of quality and service productivity at Banco Río de la Plata S.A. and he worked in marketing database and commercial planning at Siembra AFJP S.A. He has been associated with the Bank since 1998.

Claudio Scarso: Mr. Scarso was born on October 6, 1961. He obtained a degree in systems engineering from the Universidad Argentina de la Empresa. He has been associated with Banco Galicia since 1995.

Teresa del Carmen Piraino: Ms. Piraino was born on April 6, 1971. She obtained a degree in accounting. She has been associated with Banco Galicia since 1992.

Banco Galicia’s Supervisory Committee

Banco Galicia’s bylaws provide for a Supervisory Committee consisting of three syndics and three alternate syndics. Pursuant to Argentine law and to the provisions of Banco Galicia’s bylaws, Banco Galicia’s syndics and alternate syndics are responsible of ensuring that all of Banco Galicia’s actions are in accordance with applicable Argentine law. Syndics and alternate syndics do not participate in business management and cannot have managerial functions of any type. Syndics are responsible for, among other things, the preparation of a report to the shareholders analyzing Banco Galicia’s financial statements for each year and the recommendation to the shareholders as to whether to approve such financial statements. Syndics and alternate syndics are elected at the ordinary shareholders’ meeting for a one-year term and they can be re-elected. Alternate syndics act in the temporary or permanent absence of a syndic.

The table below shows the composition of Banco Galicia’s Supervisory Committee as they were re-elected by the annual shareholders’ meeting held on April 27, 2017.

 

Name

   Year of
Appointment
   Position    Principal
Occupation
   Current Term Ends

Enrique M. Garda Olaciregui

   2017    Syndic    Lawyer    April 2018

Norberto D. Corizzo

   2017    Syndic    Accountant    April 2018

José Luis Gentile

   2017    Syndic    Accountant    April 2018

Fernando Noetinger

   2017    Alternate Syndic    Lawyer    April 2018

Miguel N. Armando

   2017    Alternate Syndic    Lawyer    April 2018

Horacio Tedín

   2017    Alternate Syndic    Lawyer    April 2018

 

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For the biographies of Messrs. Enrique M. Garda Olaciregui, Norberto D. Corizzo, José Luis Gentile, Fernando Noetinger and Miguel N. Armando and Horacio Tedín, see “-Our Supervisory Committee”.

Compensation of Banco Galicia’s Directors and Officers

Banco Galicia’s board of directors establishes the policy for compensation of Banco Galicia’s personnel. Banco Galicia’s managers receive a fixed compensation. Seven directors are not employees of Banco Galicia. These non-employee directors, receive a fixed compensation, provided that payments do not exceed the standard levels of similar entities in the Argentine financial market, a provision that is applicable to managers as well. The officers’ compensation regime includes the possibility of acquiring a retirement insurance policy. Banco Galicia does not maintain stock-option plans or pension plans or any other retirement plans for the benefit of its directors and managers. Banco Galicia does not have a policy establishing any termination benefits for its directors.

For fiscal year 2016, Banco Galicia’s ordinary shareholders’ meeting held on April 27, 2017, approved compensation for the directors in the total amount of Ps.12.9 million.

Employees

The following table shows the composition of our staff:

 

     As of December 31,  
   2017      2016      2015  

Grupo Financiero Galicia S.A.

     4        6        6  

Banco de Galicia y Buenos Aires S.A.

     6,214        5,799        5,573  

Branches

     3,185        2,790        2,690  

Head Office

     3,029        3,009        2,883  

Galicia Uruguay

     —          —          2  

Regional Credit Card Companies

     3,896        4,571        5,040  

CFA(*)

     1,117        1,164        1,161  

Sudamericana Consolidated

     375        374        307  

Other Subsidiaries

     43        42        42  
  

 

 

    

 

 

    

 

 

 

Total

     11,649        11,956        12,131  
  

 

 

    

 

 

    

 

 

 

 

(*) Includes Cobranzas y Servicios S.A.

Within the current legal framework, membership in an employee union is voluntary and there is only one union of bank employees with national representation. As of December 31, 2017, approximately 34% of Banco Galicia’s employees were affiliated with the national bank employee union. As of December 31, 2017, approximately 96% of the Regional Credit Card Companies’ work force was party to the merchant union’s Collective Bargaining Agreement No. 130/75 applicable to trade employees and 7% of which were members of a labor union. As of December 31, 2017, approximately 11% of CFA’s employees were affiliated with the merchant union. Usually during the first four months of the year, the bank employee union and the national commerce employee union renegotiate their respective collective labor agreements in order to establish new minimum wages. As a result of such negotiations, salary increases are granted. In 2017, the Argentine union that represents employees in the banking sector declared general strikes. These strikes were not particular to any one bank, but rather affected all banks in Argentina to the extent that some or all of the employees of any given bank were members of such union. In connection with such strikes, certain of the employees of the Bank are members of the referenced union and did participate in the strike; however, the Bank was able to continue its operations during the course of such strikes as not all of its employees participated. While employees of Banco Galicia have participated in general strikes against the Argentine banking sector, Banco Galicia has not experienced a targeted strike by its employees against the Bank in particular since 1973 and the Regional Credit Card Companies and CFA have never experienced any strike event. We believe that our relationship with our employees has developed within normal and satisfactory parameters.

 

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We have a human resources policy that aims at providing our employees possibilities for growth and personal and socio-economic achievement. We will continue our current policy of monitoring both wage levels and labor conditions in the financial industry in order to be competitive. Our employees receive fixed compensation and may receive variable compensation according to their level of achievement. We do not maintain any profit-sharing programs for our employees.

The Fundación Banco de Galicia y Buenos Aires (the “Fundación”) is an Argentine non-profit organization that provides various services to Banco Galicia employees. The various activities of the Fundación include, among others, purchasing school materials for the children of Banco Galicia’s employees and making donations to hospitals and other charitable causes, including cultural events. The Fundación is managed by a Council, certain members and alternate members of which are members of our Board of Directors and supervisory committee. Members and alternate members of the Council do not receive remuneration for their services as trustees.

Nasdaq Corporate Governance Standards

Pursuant to Nasdaq Marketplace Rule 5615(a) (3), a foreign private issuer may follow home country corporate governance practices in lieu of the requirements of the Rule 5600 Series, provided that the foreign private issuer complies with certain sections of the Rule 5000 Series, discloses each requirement that it does not follow and describes the home relevant country practice followed in lieu of such requirement. The requirements of the Rule 5000 Series and the Argentine corporate governance practice that we follow in lieu thereof are described below:

 

  (i) Rule 5250 (d) -Distribution of Annual and Interim Reports. In lieu of the requirements of Rule 5250 (d), we follow Argentine law, which requires that companies make public a Spanish language annual report, including annual audited consolidated financial statements, by filing such annual report with the CNV and the BASE, within 70 calendar days of the end of the company’s fiscal year. Interim reports must be filed with the CNV and the BYMA within 42 calendar days of the end of each fiscal quarter. The BYMA publishes the annual reports and interim reports in the BYMA bulletin and makes the bulletin available for inspection at its offices. In addition, our shareholders can receive copies of our annual reports and any interim reports upon such shareholders’ request. English language translations of our annual reports and interim reports are furnished to the SEC. We also post the English language translation of our annual reports and quarterly press releases on our website. Furthermore, under the terms of the Second Amended and Restated Deposit Agreement, dated as of June 22, 2000, among us, The Bank of New York, as depositary, and owners of ADSs issued thereunder, we are required to furnish The Bank of New York with, among other things, English language translations of our annual reports and each of our quarterly press releases. Annual reports and quarterly press releases are available for inspection by ADRs holders at the offices of The Bank of New York located at, 101 Barclay Street, New York, New York. Finally, Argentine law requires that 20 calendar days before the date of a shareholders’ meeting, the board of directors must provide to the shareholders, at the company’s executive office or through electronic means, all information relevant to the shareholders’ meeting, including copies of any documents to be considered by the shareholders (which includes the annual report), as well as proposals of the company’s board of directors.

 

  (ii) Rule 5605 (b) (2) – Executive Sessions of Independent Directors. In lieu of the requirements of Rule 5605 (b) (2), we follow Argentine law which does not require independent directors to hold regularly scheduled meetings at which only such independent directors are present (i.e., executive sessions). Our Board of Directors as a whole is responsible for monitoring our affairs. In addition, under Argentine law, the board of directors may approve the delegation of specific responsibilities to designated directors or non-director managers of the company. Also, it is mandatory for public companies to form a supervisory committee (composed of syndics), which is responsible for monitoring the legality of the company’s actions under Argentine law and the conformity thereof with its bylaws.

 

  (iii)

Rule 5605 (d) – Compensation of Officers. In lieu of the requirements of Rule 5605 (d), we follow Argentine law, which does not require companies to form a compensation committee comprised solely of independent directors. It also is not required under Argentine law that the compensation of the CEO and all other executive officers be determined by either a majority of the independent directors or a compensation committee comprised solely of independent directors. Under Argentine law, the board of directors is the corporate body responsible for determining the compensation of the CEO and all other executive officers,

 

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  so long as they are not directors. In addition, under Argentine law, the audit committee shall give its opinion about the reasonableness of management’s proposals on fees and option plans for directors or managers of the company. Finally, because we are a “controlled company” as defined in Rule 5615 (c) (1), we are relying on the exemption provided thereby for purposes of complying with Rule 5615 (c) (2).

 

  (iv) Rule 5605 (e) (1) – Nomination of Directors. In lieu of the requirements of Rule 5605 (e) (1), we follow Argentine law which requires that directors be nominated directly by the shareholders at the shareholders’ meeting and that they be selected and recommended by the shareholders themselves. Under Argentine law, it is the responsibility of the ordinary shareholders’ meeting to appoint and remove directors and to set their compensation. In addition, because we are a “controlled company” as defined in Rule 5615 (c) (1), we are relying on the exemption provided thereby for purposes of complying with Rule 5615 (c) (2).

 

  (v) Rule 5605 (c) (1) – Audit Committee Charter. In lieu of the requirements of Rule 5605 (c) (1), we follow Argentine law, which requires that audit committees have a charter but does not require that companies certify as to the adoption of the charter nor does it require an annual review and assessment thereof. Argentine law instead requires that companies prepare a proposed plan or course of action with respect to those matters, which are the responsibility of the company’s audit committee. Such plan or course of action could, at the discretion of our audit committee, include a review and assessment of the audit committee charter.

 

  (vi) Rule 5605 (c) (2) – Audit Committee Composition. Argentine law does not require, and it is equally not customary business practice in Argentina, that companies have an audit committee comprised solely of independent directors. Argentine law instead requires that companies establish an audit committee with at least three members comprised of a majority of independent directors as defined by Argentine law. The Audit Committee is comprised of three directors, two of which are independent pursuant to the definition of independence in Rule 10 A-3 (b) (1) and Argentine law, and one of which the Board of Directors determined to be a financial expert. In addition, we have a supervisory committee (“comisión fiscalizadora”) composed of three syndics, who are responsible for monitoring the legality, under Argentine law, of the actions of our Board of Directors and the conformity of such actions with our bylaws.

 

  (vii) Rule 5620 (c) – Quorum. In lieu of the requirements of Rule 5620 (c), we follow Argentine law and our bylaws, which distinguish between ordinary meetings and extraordinary meetings and require, in connection with ordinary meetings, that a quorum consist of a majority of stock entitled to vote. If no quorum is present at the first meeting, a second meeting may be called at which the shareholders present, whatever their number, constitute a quorum and resolutions may be adopted by an absolute majority of the votes present. Argentine law and our bylaws require, in connection with extraordinary meetings, that a quorum consist of 60% of the stock entitled to vote. However, if such quorum is not present at the first meeting, our bylaws provide that a second meeting may be called which may be held with the number of shareholders present. In both ordinary and extraordinary meetings, decisions are adopted by an absolute majority of votes present at the meeting, except for certain fundamental matters (such as mergers and spin-offs (when we are not the surviving entity and the surviving entity is not listed on any stock exchange), anticipated liquidation, a change in our domicile to outside of Argentina, total or partial recapitalization of our statutory capital following a loss, any transformation in our corporate legal form or a substantial change in our corporate purpose) which require an approval by vote of the majority of all the stock entitled to vote (all stock being entitled to only one vote).

 

  (viii) Rule 5620 (b) – Solicitation of Proxies. In lieu of the requirements of Rule 5620 (b), we follow Argentine law which requires that notices of shareholders’ meetings be published, for five consecutive days, in the Official Gazette and in a widely circulated newspaper in Argentina no earlier than 45 calendar days prior to the meeting and at least 20 calendar days prior to such meeting. In order to attend a meeting and be listed on the meeting registry, shareholders are required to submit evidence of their book-entry share account held at Caja de Valores S.A. (“Caja de Valores”) up to three business days prior to the scheduled meeting date. If entitled to attend the meeting, a shareholder may be represented by proxy (properly executed and delivered with a certified signature) granted to any other person, with the exception of a director, syndic, member of the surveillance committee (“consejo de vigilancia”), manager or employee of the issuer, which are prohibited by Argentine law from acting as proxies. In addition, our ADRs holders receive, prior to the shareholders’ meeting, a notice listing the matters on the agenda, a copy of the annual report and a voting card.

 

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  (ix) Rule 5630 (a) – Conflicts of Interest. In lieu of the requirements of Rule 5630 (a), we follow Argentine law which requires that related party transactions be approved by the audit committee when the transaction exceeds one percent (1%) of the corporation’s net worth, measured pursuant to the last audited balance sheet. Directors can contract with the corporation only on terms consistent with prevailing market terms. If the contract is not in accordance with prevailing market terms, such transaction must be pre-approved by the board of directors (excluding the interested director). In addition, under Argentine law, a shareholder is required to abstain from voting on a business transaction in which its interests may be in conflict with the interests of the company. In the event such shareholder votes on such business transaction and such business transaction would not have been approved without such shareholders’ vote, such shareholder may be liable to the company for damages and the resolution may be declared void.

Other than as noted above, we are in full compliance with all other applicable Nasdaq corporate governance standards.

Share Ownership

For information on the share ownership of our directors and executive officers as of December 31, 2017, see Item 7. “Major Shareholders and Related Party Transactions—Major Shareholders”.

 

Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

As of February 28, 2018, our capital structure was made up of class A shares, each of which is entitled to five votes and class B shares, each of which is entitled to one vote. As of February 28, 2018, we had 1,426,764,597 shares outstanding composed of 281,221,650 class A shares and 1,145,542,947 class B shares.

Our controlling shareholders are members of the Escasany, Ayerza and Braun families and the Fundación. As of February 28, 2018, the controlling shareholders owned 100% of our class A shares through EBA Holding (representing 19.7% of our total outstanding shares) and 10.2% of our class B shares (or 8.2% of our total outstanding shares), therefore directly and indirectly owning 27.9% of our shares and 59.7% of total votes.

Based on information that is available to us, the table below sets forth, as of February 28, 2018, the number of our class A and class B shares held by holders of more than 5% of each class of shares, the percentage of each class of shares held by such holder, and the percentage of votes that each class of shares represent as a percentage of our total possible votes.

Class A Shares

 

Name

   Class A Shares      % of Class A Shares      % of Total Votes  

EBA Holding S.A.

     281,221,650 class A shares        100        55.1  

Class B Shares

 

Name

   Class B Shares      % of Class B Shares      % of Total Votes  

The Bank of New York Mellon (1)

     484,829,020 class B shares        42.3        19.0  

ANSES

     264,221,559 class B shares        23.1        10.4  

Capital World Investors (2)

     127,643,620 class B shares        11.1        5.0  

EBA Holding Shareholders (3)

     116,489,061 class B shares        10.2        4.6  

 

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(1) Pursuant to the requirements of Argentine law, all class B shares represented by ADSs are owned of record by The Bank of New York, as Depositary. The address for the Bank of New York is 101 Barclay Street, New York 10286, and the country of organization is the United States.
(2) Based on a Schedule 13G filed by Capital World Investors on January 10, 2018. Such amount was confirmed by market intelligence information.
(3) No member holds more than 2.0% of the capital stock. Such holding includes 24,556,360 shares in the form of ADSs.

Based on information that is available to us, the table below sets forth, as of February 28, 2018, the shareholders that either directly or indirectly have more than 5% of our votes or shares.

 

Name

   Shares      % of Shares      % of Total Votes  

The Bank of New York Mellon

     484,829,020 class B shares        34.0        19.0  

EBA Holding S.A.

     281,221,650 class A shares        19.7        55.1  

ANSES.

     264,221,559 class B shares        18.5        10.4  

Capital World Investors

     127,643,620 class B shares        8.9        5.0  

EBA Holding Shareholders.

     116,489,061 class B shares        8.2        4.6  

Members of the three controlling families have owned the majority of the issued share capital of Banco Galicia since 1959. Members of the Escasany family have been on the board of directors of Banco Galicia since 1923. The Ayerza and Braun families have been represented on Banco Galicia’s board of directors since 1943 and 1947, respectively. Currently, there are five members of these families on our Board of Directors.

On September 13, 1999, the controlling shareholders of Banco Galicia formed EBA Holding S.A., an Argentine corporation, which is 100% owned by our controlling shareholders. EBA Holding holds 100% of our class A shares.

Currently, EBA Holding only has class A shares outstanding. EBA Holding’s bylaws provide for certain restrictions on the sale or transfer of its class A shares. While the class A shares of EBA Holding may be transferred to any other class A shareholder of EBA Holding, any transfer of such class A shares to third parties would automatically result in the conversion of the sold shares into class B shares of EBA Holding having one vote per share. In addition, EBA Holding’s bylaws contain rights of first refusal, buy-sell provisions and tag-along rights.

As of February 28, 2018, we had 142 identified United States record shareholders (not including The Bank of New York), of which 19 held our class B shares and 123 held our ADSs. Such United States holders, in the aggregate, held approximately 359 million of our class B shares, representing approximately 25.2% of our total outstanding capital stock as of such date.

Related Party Transactions

Grupo Financiero Galicia and its non-banking subsidiaries are not a party to any transactions with, and have not made any loans to any (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by Grupo Financiero Galicia or its non-banking subsidiaries, (ii) associates (i.e. an unconsolidated enterprise in which Grupo Financiero Galicia or its non-banking subsidiaries has a significant influence or which has significant influence over Grupo Financiero Galicia or its non-banking subsidiaries), (iii) individuals owning, directly or indirectly, an interest in the voting power of Grupo Financiero Galicia or its non-banking subsidiaries that gives them significant influence over Grupo Financiero Galicia or its non-banking subsidiaries, as applicable, and close members of any such individual’s family (i.e. those family members that may be expected to influence, or be influenced by, that person in their dealings with Grupo Financiero Galicia or its non-banking subsidiaries, as applicable), (iv) key management personnel (i.e. persons that have authority and responsibility for planning, directing and controlling the activities of Grupo Financiero Galicia or its non-banking subsidiaries, including directors and senior management of companies and close members of such individual’s family) or (v) enterprises in which a substantial interest is owned, directly or indirectly, by any person described in (iii) or (iv) over which such a person is able to exercise significant influence nor are there any proposed transactions with such persons. For purposes of this paragraph, this includes enterprises owned by directors or major shareholders of Grupo Financiero Galicia or its non-banking subsidiaries that have a member of key management in common with Grupo Financiero Galicia or its non-banking subsidiaries, as applicable. In addition, “significant influence” means the power to

 

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participate in the financial and operating policy decisions of the enterprise but means less than control. Shareholders beneficially owning a 10% interest in the voting power of Grupo Financiero Galicia or its non-banking subsidiaries are presumed to have a significant influence on Grupo Financiero Galicia or its non-banking subsidiaries, as applicable.

Some of our directors and the directors of Banco Galicia have been involved in certain credit transactions with Banco Galicia as permitted by Argentine law. The Corporations Law and the Argentine Central Bank’s regulations allow directors of a limited liability company to enter into a transaction with such company if such transaction follows prevailing market conditions. Additionally, a bank’s total financial exposure to related individuals or legal entities is subject to the regulations of the Argentine Central Bank. Such regulations set limits on the amount of financial exposure that can be extended by a bank to affiliates based on, among other things, a percentage of a bank’s RPC. See Item 4. “Information on the Company—Argentine Banking Regulation—Lending Limits”.

Banco Galicia is required by the Argentine Central Bank to present to its board of directors, on a monthly basis, the outstanding amounts of financial assistance granted to directors, controlling shareholders, officers and other related entities, which are transcribed in the minute books of the board of directors of Banco Galicia. The Argentine Central Bank establishes that the financial assistance to directors, controlling shareholders, officers and other related entities must be granted on an equal basis with respect to rates, tenor and guarantees as loans granted to the general public.

In this section “total financial exposure” comprises equity interests and financial assistance (all credit related items such as loans, holdings of corporate debt securities without quotation, guarantees granted and unused balances of loans granted, among others), as this term is defined in “Item 4. Information on the Company—Argentine Banking Regulation—Lending Limits”.

“Related parties” refers mainly to our directors and the directors of Banco Galicia, our senior officers and senior officers of Banco Galicia, our syndics and Banco Galicia’s syndics, our controlling shareholders as well as all individuals who are related to them by a family relationship and any entities directly or indirectly affiliated with any of these parties, not required to be consolidated.

The following table presents the aggregate amounts of total financial exposure of Banco Galicia to related parties, the number of recipients, the average amounts and the single largest exposures as of the end of the three fiscal years ended December 31, 2017 and as of February 28, 2018, the last date for which information is available.

 

     February 28,
2018
     December 31,
2017
     December 31,
2016
     December 31,
2015
 
     (in millions of Pesos, except as noted)  

Aggregate Total Financial Exposure

     Ps.765        Ps.677        Ps.696        Ps.427  

Number of Recipient Related Parties

     349        364        358        381  

Individuals

     287        299        295        319  

Companies

     62        65        63        62  

Average Total Financial Exposure

     Ps.2        Ps.2        Ps.2        Ps.1  

Single Largest Exposure

     Ps.265        Ps.195        Ps.276        Ps.62  

The financial assistance granted to our directors, officers and related parties by Banco Galicia was granted in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other non-related parties, and did not involve more than the normal risk of collectability or present other unfavorable features.

In June 2011, Banco Galicia entered into an agreement with Galicia Seguros, a company indirectly controlled by Grupo Financiero Galicia, pursuant to which the Bank can offer insurance products on behalf of Galicia Seguros. In addition, they entered into an agreement for a one-year period pursuant to which Galicia Seguros insures the Bank for the balances of certain loans in the case of death of its clients. On July 31, 2014, Banco Galicia renewed both agreements with Galicia Seguros, for an additional year, with automatic deferral. Such agreements were considered to be “related party transactions” pursuant to Section 72 of the Capital Markets Law.

 

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The board of directors of Banco Galicia, during its meeting held on March 17, 2014, granted a checking account overdraft in favor of Grupo Financiero Galicia for up to Ps.125 million with a maturity date of June 30, 2015.

Similarly, the board of directors of Banco Galicia, during its meeting held on March 11, 2015, decided to grant a checking account overdraft in favor of Grupo Financiero Galicia for up to Ps.230 million with a maturity date of June 30, 2016. On April 5, 2016 this checking account overdraft was increased to Ps.300 million with a maturity date of June 30, 2017.

On March 14, 2017, the board of directors of Banco Galicia decided to grant a checking account overdraft in favor of Grupo Financiero Galicia for up to Ps.500 million with a maturity date of June 30, 2018.

 

Item 8. Financial Information

We have elected to provide the financial information set forth in Item 18 of this annual report.

Legal Proceedings

We are a party to the following legal proceedings:

Banco Galicia

In response to certain pending legal proceedings, Banco Galicia has recorded reserves to cover (i) various types of claims filed by customers against it (e.g. claims for thefts from safe deposit boxes, collections of checks that had been fraudulently altered, discrepancies related to deposit and payment services rendered to Banco Galicia’s customers, etc.) and (ii) estimated amounts payable under labor-related lawsuits filed against Banco Galicia by former employees.

As of the date of this annual report, provincial tax collection authorities, as well as tax collection authorities from the Autonomous City of Buenos Aires, are in the process (in different degrees of completion) of conducting audits and assessments mainly regarding the Compensatory Bond granted by the National Government to compensate financial institutions for the losses generated by the asymmetric pesification of loans and deposits.

Regarding the assessment of tax collection authorities from the Autonomous City of Buenos Aires, within the framework of the legal actions brought by Banco Galicia with the purpose of challenging the assessment of the tax collection authorities, a preliminary injunction was granted by the Argentine Federal Court of Appeals in Administrative Matters for the amount corresponding to the Compensatory Bond, which was ratified by the Supreme Court of Justice. Therefore, the Court ordered the Governmental Public Revenue Authority to refrain from starting tax enforcement proceedings or otherwise requesting precautionary measures for such purpose until a final judgment is issued. The proceedings are currently pending a decision by the Argentine Federal Court of Appeals in Administrative Matters with regard to the appeal filed by Banco de Galicia against the decision issued on the core issue by the Court of First Instance in November 2013. In any case, it is worth noting the decision issued by the federal prosecutor of the Court of Appeals was favorable to Banco de Galicia.

With regard to the Autonomous City of Buenos Aires’ claims on account of other items, Banco Galicia adhered to the System for the Settlement of Tax Liabilities in Arrears (Law No. 3,461 and the related regulations), which contemplated the total relief of interest and fines. The Bank’s adherence to such system was communicated within the framework of the respective cases before the corresponding judicial authorities.

 

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In connection with the assessments made by tax collection authorities from the Province of Buenos Aires, under the framework of some of the processes under discussion at the Provincial Tax Court, at this stage of proceedings the decision issued was: (i) unfavorable to Banco Galicia’s request regarding the items not related to the Compensatory Bond, and (ii) favorable with regard to the non-taxability thereof. Therefore, Banco Galicia adhered to the System for the Regularization of Tax Debts (Regulatory Decision No. 12 and related decisions), which contemplated discounts on the amounts not related to the Compensatory Bond. The Bank’s adherence to such system was communicated within the framework of the respective cases before the corresponding judicial authorities. In turn, the authorities from the Province of Buenos Aires objected to the judgment rendered by the Provincial Tax Court with regard to the Compensatory Bond, and requested the Court of Appeals in Administrative Matters of La Plata to set such decision aside. Banco Galicia entered an appearance and filed a motion for lack of jurisdiction, since it believes only the Argentine Supreme Court of Justice has jurisdiction to issue a decision on such matter. On April 15, 2014, the aforementioned court sustained the motion for lack of jurisdiction and ordered the proceedings to be filed. The authorities from the Province of Buenos Aires filed an appeal before the Supreme Court of Justice of the Province of Buenos Aires, which has not issued a decision to date.

Furthermore, Banco Galicia has been expressing its disagreement regarding claims made by various jurisdictions at the corresponding administrative and/or legal proceedings.

These proceedings and their possible effects are constantly being monitored by the Bank’s management. Even though Banco Galicia believes it has complied with its tax liabilities in full pursuant to current regulations, provisions deemed adequate for each proceeding have been established.

Consumer Protection Associations, on behalf of consumers, have filed claims against Banco Galicia in connection with the collection of certain financial charges.

The Bank does not believe that the resolution of these controversies will have a significant impact on its financial condition.

Regional Credit Card Companies

The AFIP, Provincial Revenue Boards and Municipalities are in the process of conducting audits and assessments, in differing stages of completion, on the companies controlled by Tarjetas Regionales. Said agencies have served notices and made claims regarding taxes applicable to Tarjetas Regionales’s subsidiaries. Such companies are taking the corresponding administrative and legal steps in order to solve such issues. The original amount claimed for taxes totaled approximately Ps.14 million.

Based on the opinions of their tax advisors, the companies believe that the abovementioned claims are both legally and technically groundless and that taxes related to the claims have been correctly calculated in accordance with tax regulations in force and existing case law.

Compañía Financiera Argentina

Consumer Protection Associations, on behalf of consumers, have filed claims against CFA in connection with the collection of certain financial charges.

The company does not believe that the resolution of these controversies will have a significant impact on its financial condition.

Dividend Policy and Dividends

Dividend Policy

Grupo Financiero Galicia’s policy for the distribution of dividends envisages, among other factors, the obligatory nature of establishing a legal reserve, the company’s financial condition and its indebtedness, the business requirements of affiliated companies and, mainly, that the profits recorded in the financial statements are, to a great

 

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extent, income from holdings and not realized and liquid profits, a requirement of Section 68 of the Corporations Law so that it is possible to distribute them as dividends. The proposal to distribute dividends arising from such analysis has to be approved at the shareholders’ meeting that discusses the Financial Statements corresponding to each fiscal year.

We may only declare and pay dividends out of our retained earnings representing the profit realized on our operations and investments. The Corporations Law and our bylaws state that no profits may be distributed until prior losses are covered. Dividends paid on our class A shares and class B shares will equal one another on a per share basis. As required by the Corporations Law, 5% of our net income is allocated to a legal reserve until the reserve equals 20% of our outstanding capital. Dividends may not be paid if the legal reserve has been impaired until it is fully restored. The legal reserve is not available for distribution to shareholders.

Our ability to pay dividends to our shareholders principally depends on (i) our net income, (ii) cash availability, (iii) indebtedness and (iv) applicable legal requirements.

Holders of our ADSs will be entitled to receive any dividends payable in respect of our underlying class B shares. We will pay cash dividends to the ADSs depositary in Pesos, although we reserve the right to pay cash dividends in any other currency, including Dollars. The ADSs deposit agreement provides that the depositary will convert cash dividends received by the ADSs depositary in Pesos to Dollars and, after deduction or upon payment of fees and expenses of the ADSs depositary and deduction of other amounts permitted to be deducted from such cash payments in accordance with the ADSs deposit agreement (such as for unpaid taxes by the ADSs holders in connection with personal asset taxes or otherwise), will make payment to holders of our ADSs in Dollars.

Dividends

Grupo Financiero Galicia

As a holding company, our principal source of cash from which to pay dividends on our shares is dividends or other intercompany transfers from our subsidiaries, primarily Banco Galicia. Due to the dividend restrictions contained in Banco Galicia’s loan agreements in connection with Banco Galicia’s foreign debt restructuring-that were lifted when said debt were fully paid during fiscal year 2016 - and in some Argentine Central Bank regulations, our ability to distribute cash dividends to our shareholders has been materially and adversely affected since late 2001 until 2010, when Banco Galicia obtained the authorization to distribute its profits.

After the end of fiscal year 2011, the Argentine Central Bank modified its regulations governing the minimum capital requirements and dividend distribution and, consequently, Banco Galicia has not paid dividends to date. However, Grupo Financiero Galicia paid a cash dividend corresponding to fiscal year 2014, Ps.100 million equivalent to Ps.0.0769 per share, for fiscal year 2015, Ps.150 million equivalent to Ps.0.1154 per share, all of them subject to the deduction, when applicable, of the personal assets tax and the 10% withhold for income tax. For fiscal year 2016, Grupo Financiero Galicia paid cash dividends for Ps.240 million equivalent to Ps.0.1846 per share.

Due to the fact that most of the profits for fiscal year 2017 correspond to income by holdings and just a fraction corresponds to the realized and liquid profits meeting the requirements to be distributed as per Section 68 of the Corporations’ Law, and taking as well into consideration Grupo Financiero Galicia’s economic and financial condition, a proposal was made by the Board of Directors, that must be approved during the next shareholders’ meeting to be held on April 24, 2018 to make a payment of dividends in cash for the amount of Ps.1,200 million, which represents 84.1064% with regard to 1,426,764,597 class A and B ordinary shares with a face value of Ps.1 each.

Due to Act. No. 27,260, Grupo Financiero Galicia did not reimburse or withhold any amount for taxes related to the dividends paid for fiscal year 2016 and proposed to be paid for fiscal year 2017.

For more information on requirements for dividend distribution, see Item 4. “Information on the Company-Argentine Banking Regulation-Profit Distributions”.

 

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Banco Galicia

At the close of the fiscal year ended December 31, 2017, Banco Galicia’s capital, non-capitalized contributions, profit reserves, adjustments to shareholders’ equity and retained earnings (not including the fiscal year’s net income) totaled Ps.28,906 million.

Banco Galicia’s net income for fiscal year 2017 amounted to Ps.6,915 million. Taking into consideration the Argentine Central Bank rules regarding the distribution of profits, as explained above, Banco Galicia’s board of directors is expected to propose at the shareholders’ meeting held on April 24, 2018, the allocation of Ps.1,383 million to a legal reserve and Ps.5,532 million to a discretionary reserve for the future distribution of profits.

Regional Credit Card Companies

During the ordinary and extraordinary shareholders’ meeting held on April 17, 2018, the shareholders approved the payment of a cash dividend, in the amount of Ps.423 million, corresponding to the 2017 fiscal year.

Sudamericana Holding

On September 1, 2017, Sudamericana held an extraordinary shareholders’ meeting, at which shareholders approved the payment of a cash dividend in the amount of Ps.502 million.

CFA

During the shareholders’ meeting held on March 28, 2017, the shareholders approved the payment of a cash dividend, in the amount of Ps.250 million corresponding to the 2016 fiscal year. On June 30, 2017, the Argentine Central Bank authorized such cash dividend. CFA’s Board of Directors approved such distribution on July 5, 2017 to shareholders in accordance with their respective ownership percentage.

Significant Changes

Divestiture of Tarjetas Regionales S.A.

On January 9, 2018, the Argentine Central Bank informed Banco Galicia of its approval of the proposed corporate reorganization regarding Grupo Financiero Galicia and Banco Galicia. This reorganization consists of the divestiture of Banco Galicia’s shares in Tarjetas Regionales, which represents 77% of Tarjetas Regionales’ share capital, and the incorporation of the same into the assets of Grupo Galicia, effective as of January 1, 2018. As a result of such divestiture, Grupo Financiero Galicia obtained an 83% ownership interest in Tarjetas Regionales. The merger agreement was executed on January 23, 2018.

Sale of CFA and C&S

During January 2018, Grupo Financiero Galicia and Banco Galicia received a payment in an amount of Ps.558,7 million with respect to the sale of their respective ownership interests in CFA and C&S. This transaction was approved by the Argentine Central Bank on December 4, 2017. As of March 26, 2018, the final sale amount for this transaction is Ps.1,047.3 million.

Grupo Financiero Galicia

On January 5, 2018, Grupo Financiero Galicia paid US$49 million to acquire 6% of Tarjetas Regionales. Such acquisition was completed on January 8, 2018, with the transfer of 22,633,260 Class A common shares, book entry, with a par value of Ps.1 per share and five votes per share and 42,033,196 Class B common shares, book entry, with a par value of Ps.1 per share and one vote per share.

During March 2018, Grupo Financiero Galicia received dividends in an amount of Ps.416 million from Galicia Administradora de Fondos, a subsidiary that was acquired in 2014.

 

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Banco Galicia

Banco Finansur S.A. was temporarily suspended from operation by the Argentine Central Bank from November 9, 2017 to February 9, 2018. On January 12, 2018, Banco Galicia informed the Argentine Central Bank regarding its non-binding offer to acquire certain assets and liabilities of Banco Finansur S.A. The Argentine Central Bank approved such acquisition on March 9, 2018.

Tarjetas Regionales

On March 15, 2018, pursuant to Resolution No.19,401, the CNV’s Board of Directors approved the merger between Tarjetas Cuyanas and Tarjeta Naranja, with Tarjeta Naranja as the surviving entity. Pursuant Resolution No.19,402, the CNV’s Board of Directors also approved the dissolution, without liquidation, of Tarjetas Cuyanas.

The following table sets forth Tarjeta Naranja’s notes outstanding April 10, 2018:

 

In million of Pesos, except for rates (%)

   Currency      Maturity Date      Annual Interest Rate     Principal Outstanding  

Class XL Series I (1)

     Pesos        October 2019        25.98     597.5  

Class XL Series II (2)

     Pesos        October 2020       

Min. Rate 27

Badlar +3.69

%/ 

    1,402.5  

 

(1) Principal and interest shall be paid upon maturity on October 10, 2019.
(2) Interest shall be paid on a quarterly basis in arrears. Principal shall be paid upon maturity on October 10, 2020.

 

Item 9. The Offer and Listing Market Regulations

Shares and ADSs

Our class B shares are listed on the BYMA, MAE and the Córdoba Stock Exchange under the symbol “GGAL”. Our class B shares have started listing on MAE since October 28, 2015. Our ADSs, each representing ten class B shares, are listed on the Nasdaq Capital Market, under the symbol “GGAL”. Our ADSs have been listed on Nasdaq Capital Market since August 2002. Previously, our ADSs had been listed on the Nasdaq National Market since July 24, 2000.

The following tables present, for the periods indicated, the high and low closing prices and the average trading volume of our class B shares on the BYMA as reported by the BYMA and the high and low closing prices and the average trading volume of our ADSs on the Nasdaq as reported by the Nasdaq Capital Market. There has been low trading volume of our class B shares on the Córdoba Stock Exchange. The following prices have not been adjusted for any stock dividends and/or stock splits.

Grupo Financiero Galicia - Class B Shares - BYMA (in Pesos)

 

     High      Low      Average Daily Volume
(in thousands of Class B shares)
 

Calendar Year

        

2013

     10.95        3.86        1,646  

2014

     21.40        8.30        1,229  

2015

     43.45        17.60        852  

2016

     49.50        31.60        495  

2017

     125.80        42.70        593  

Two Most Recent Fiscal Years 2016

        

First Quarter

     47.70        31.60        596  

Second Quarter

     46.50        36.00        483  

Third Quarter

     49.50        42.00        393  

Fourth Quarter

     49.30        37.30        517  

2017

        

First Quarter

     60.72        42.68        682  

Second Quarter

     75.75        58.68        549  

 

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Grupo Financiero Galicia - Class B Shares - BYMA (in Pesos)

 

     High      Low      Average Daily Volume
(in thousands of Class B shares)
 

Third Quarter

     90.0        64.00        502  

Fourth Quarter

     125.80        84.00        644  

Most Recent Six Months

        

October 2017

     101.50        88.50        664  

November 2017

     101.55        84.00        556  

December 2017

     125.80        98.05        716  

January 2018

     140.00        121.05        477  

February 2018

     137.70        114.60        663  

March 2018

     136.40        120.00        363  

 

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As of March 28, 2018, the closing price of our class B shares was Ps.131.30.

Grupo Financiero Galicia – ADSs - Nasdaq Capital Market (in US$)

 

     High      Low      Average Daily Volume
(in thousands
of ADRs)
 

Calendar Year

        

2013

     13.05        4.96        304  

2014

     18.50        7.30        553  

2015

     29.25        14.99        460  

2016

     33.08        22.77        303  

2017

     67.20        27.50        455  

Two Most Recent Fiscal Years

        

2016

        

First Quarter

     30.92        22.77        318  

Second Quarter

     32.05        25.34        367  

Third Quarter

     33.08        28.04        221  

Fourth Quarter

     32.74        23.23        306  

2017

        

First Quarter

     39.20        27.50        462  

Second Quarter

     73.45        36.09        442  

Third Quarter

     52.40        36.09        484  

Fourth Quarter

     67.20        49.47        493  

Most Recent Six Months

        

October 2017

     58.61        51.08        519  

November 2017

     58.60        49.47        436  

December 2017

     67.20        57.13        523  

January 2018

     73.45        63.16        359  

February 2018

     70.81        56.86        483  

March 2018

     68.70        59.79        343  

As of March 29, 2018, the closing price of our ADSs was U.S. $65.76.

Argentine Securities Market

The principal and oldest exchange for the Argentine securities market is the BYMA. The BYMA started operating in 1854 and handles approximately 95% of all equity trading in Argentina. Securities listed on the BYMA include corporate equity and debt securities and government securities. Debt securities listed on the BYMA may also be listed on the MAE. The MERVAL, which is affiliated with the BYMA, was founded in 1929 and is the largest stock market in Argentina. The MERVAL is a private entity, whose capital is integrated by shares admitted to public offer regime and was registered as a market by the CNV under N°16. Its capital is composed of 183 outstanding shares and there are 214 agents registered as members of the Merval market. We are member of the Merval through Galicia Valores, a subsidiary that owns one share. Additionally, the Bank, within the framework of the Capital Market Law, was authorized by the CNV to act as a settlement and clearing agent and trading agent-comprehensive, and was added as member of the MERVAL.

Trading on the BYMA is conducted mostly through the Sistema Integrado de Negociación Asistida por Computación (Integrated Computer Assisted Trading System, “SINAC”) although there are still some transactions carried out by continuous open outcry, the traditional auction system, from 11:00 a.m. to 5:00 p.m. each business day of the year. SINAC is a computer trading system that permits trading in debt and equity securities and is accessed by brokers directly from workstations located at their offices. As a result of an agreement between the MERVAL and the MAE, equity securities are traded exclusively on the BYMA and corporate and government debt securities are traded on the MAE and the BYMA. Currently, all transactions relating to listed corporate and government debt securities can be effected on SINAC. In addition, a substantial over-the-counter market exists for private trading in listed debt securities and, prior to the agreement described above, equity securities. Such trades are reported on the MAE.

 

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Although companies may list all of their capital stock on the BYMA, in most cases the controlling shareholders retain the majority of a company’s capital stock. This results in only a relatively small percentage of most companies’ stock being available for active trading by the public on the BYMA. Even though individuals have historically constituted the largest group of investors in Argentina’s equity markets, in recent years, banks and insurance companies have shown an interest in these markets. Argentine mutual funds, by contrast, continue to have very low participation in the market. Although 104 companies had equity securities listed on the BYMA as of December 31, 2017, the 5 most-traded companies on the exchange accounted for approximately 38.6% of total trading value during 2017, from a 48% recorded in 2016. Our shares were the first-most traded shares on the BYMA in 2017, with a 10.44% share of trading volume from a second position of 9% recorded during 2016.

The Córdoba Stock Exchange is another important stock market in Argentina. Securities listed on the Córdoba Stock Exchange include both corporate equity and debt securities and government securities. Through an agreement with the BYMA, all the securities listed on the BYMA are authorized to be listed and subsequently traded on the Córdoba Stock Exchange. Thus, many transactions that originate on the Córdoba Stock Exchange relate to companies listed on the BYMA and such trades are subsequently settled in Buenos Aires.

The MAE is a self-regulated organization that is supervised by the CNV. MAE is mainly comprised by private banks, either composed by national or foreign capital, national banks, provincial banks, municipal Banks, cooperative Banks, financial companies, exchange companies and agents.

Market Regulations

The CNV oversees the Argentine securities markets and is responsible for authorizing public offerings of securities and supervising brokers, public companies and mutual funds. Argentine pension funds and insurance companies are regulated by separate Argentine government agencies, while financial institutions are regulated mainly by the Argentine Central Bank. The Argentine securities markets are regulated by the CNV, which was created by Law No. 17,811, as amended.

In compliance with the provisions of Law No. 20,643 and the Decrees No. 659/74 and No. 2,220/80, most debt and equity securities traded on the exchanges and the MAE must, unless otherwise instructed by the shareholders, be deposited by the shareholders in Caja de Valores, which is a corporation owned by the BYMA, the MERVAL and certain provincial exchanges. Caja de Valores is the central securities depository of Argentina, which provides depository facilities for securities and acts as a transfer and paying agent in connection therewith. It also handles settlement of securities transactions carried out on the BYMA and operates the computerized exchange information system.

The level of regulation of the market for Argentine securities and investors’ activities is relatively low as compared to the United States and certain other countries, and enforcement of existing regulatory provisions has been limited. In addition, there may be less publicly available information about Argentine companies than is regularly published by or about companies in these countries. However, the CNV has taken steps to strengthen disclosure and regulatory standards for the Argentine securities market, including the issuance of regulations prohibiting insider trading and requiring insiders to report on their ownership of securities, with associated penalties for non-compliance.

In order to improve Argentine securities market regulation, Decree No. 677/01 or “Decree for Transparency in the Public Offering”, was promulgated and took effect on June 1, 2001. This decree has come to be regarded as the financial consumer’s “bill of rights”. Its objective is to provide transparency and protection to participants in the capital markets. The decree applies to individuals and entities that participate in the public offering of securities and to stock exchanges as well. Among its key provisions, the decree broadens the definition of “security;” governs the treatment of negotiable securities; obligates publicly listed companies to form audit committees composed of three or more members of the board of the directors, the majority of whom must be independent under CNV regulations; authorizes market-stabilization transactions under certain circumstances; governs insider trading, market manipulation and securities fraud; and regulates going-private transactions and acquisitions of voting shares, including controlling stakes in public companies.

 

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In order to offer securities to the public in Argentina, an issuer must meet certain requirements of the CNV regarding assets, operating history, management and other matters, and only securities for which an application for a public offering has been approved by the CNV may be listed on the corresponding stock exchange. This approval does not imply any kind of certification of assurance related to the merits of the quality of the securities, or the solvency of the issuer. Issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements, as well as various other periodic reports, with the CNV and the corresponding stock exchange.

Securities can be freely traded on the Argentine markets but certain restrictions exist regarding access by residents and non-residents to the local foreign exchange market and to transfers of foreign exchange abroad. See Item 4. “Information on the Company-Government Regulation-Foreign Exchange Market”.

On October 2007, the CNV passed Resolution No. 516/07 providing for the voluntary adoption of a corporate governance code. The CNV recommends adoption of such code by public companies but requires that their policy with respect to each topic described in the code be disclosed in detail in the annual report. This resolution was effective for fiscal years beginning on January 1, 2008 and after and, therefore, public companies, including us, have to report on their degree of fulfillment of each topic of such code.

In December 2012, the Argentine Congress passed the Capital Markets Law (Law No. 26,831), which became effective on January 2013, replacing Law No.17,811 and Decree No. 677/01, with the aim of regulating the capital market under the supervision of the CNV and broadening the CNV’s powers. Additionally, the law intends to enhance the growth of local markets, to develop new and simplified negotiating systems and to create new regulation standards for the Argentine stock exchange, markets and other intermediary agents.

In November 2017, President Mauricio Macri proposed new regulations to Congress with respect to Argentine capital markets. The proposal sets forth certain initiatives, including suggesting regulations that will allow SMEs better access to financial instruments and creating an electronic credit invoice for MiPyMEs that will replace the receipts from sales and existing credit invoices. It also seeks to improve the regulatory framework by suggesting the launch of new products for SMEs, including providing discounts for accessing the financial market, thus better facilitating the use of existing products, such as the issuance of notes. Such proposals have not yet been approved by Congress.

 

Item 10. Additional Information

Description of Our Bylaws

General

Set forth below is a brief description of certain provisions of our bylaws and Argentine law and regulations with regard to our capital stock. Your rights as a holder of our capital stock are subject to Argentine corporate law, which may differ from the corporate laws of other jurisdictions. This description is not purported to be complete and is qualified in its entirety by reference to our bylaws, Argentine law and the rules of the BYMA, the Córdoba Stock Exchange as well as the CNV. A copy of our bylaws has been filed with and can be examined at the CNV in Buenos Aires and the SEC in Washington, D.C.

We were incorporated on September 14, 1999, as a stock corporation under the laws of Argentina and registered on September 30, 1999, with the IGJ, under corporate registration number 14,519 of Book 7, Volume of Stock Corporations. Our domicile is in Buenos Aires, Argentina. Under our bylaws, our duration is until June 30, 2100 and we are exclusively a financial and investment company (as stated in “Chapter 2. Purpose. Article 3.” of our bylaws). This duration may be extended by resolution taken at an extraordinary shareholders’ meeting.

 

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Our bylaws do not contain any provision governing the ownership threshold above which shareholder ownership must be disclosed.

Outstanding Capital Stock

Our total subscribed and paid-in share capital as of December 31, 2017, amounted to Ps.1,426,764,947, composed of class A shares and class B shares, each with a par value of Ps.1. The following table presents the number of our shares outstanding as of December 31, 2017, and the voting interest that the shares represent.

 

     As of December 31, 2017  

Shares

   Number of Shares      % of Capital Stock      % of Voting Rights  

Class A Shares

     281,221,650        19.71        55.11  

Class B Shares

     1,145,542,947        80.29        44.89  
  

 

 

    

 

 

    

 

 

 

Total

     1,426,764,597        100.00        100.00  
  

 

 

    

 

 

    

 

 

 

Registration and Transfer

The class B shares are book-entry common shares held through Caja de Valores. Caja de Valores maintains a stock registry for us and only those persons listed in such registry will be recognized as our shareholders. Caja de Valores periodically delivers to us a list of the shareholders as at a certain date.

The class B shares are transferable on the books of Caja de Valores. Caja de Valores records all transfers in our registry. Within 10 days of any such transfer, Caja de Valores is required to confirm the registration of transfer with the transferor.

Voting Rights

At shareholders’ meetings, each class A share is entitled to five votes and each class B share is entitled to one vote. However, class A shares are entitled to only one vote in certain matters, such as:

 

    a merger or spin-off in which we are not the surviving corporation, unless the acquirer’s shares are authorized to be publicly offered or listed on any stock exchange;

 

    a transformation in our legal corporate form;

 

    a fundamental change in our corporate purpose;

 

    a change of our domicile to outside Argentina;

 

    a voluntary termination of our public offering or listing authorization;

 

    our continuation following a delisting or a mandatory cancellation of our public offering or listing authorization;

 

    a total or partial recapitalization of our statutory capital following a loss; and

 

    the appointment of syndics.

All distinctions between our class A shares and our class B shares will be eliminated upon the occurrence of any of the following change of control events:

 

    EBA Holding sells 100% of its class A shares;

 

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    EBA Holding sells a portion of our class A shares to a third person who, when aggregating all our class A shares with our class B shares owned by such person, if any, obtains 50% plus one vote of our total votes; or

 

    the current shareholders of EBA Holding sell shares of EBA Holding that will allow the buyer to exercise more than 50% of the voting power of EBA Holding at any general shareholders’ meeting of EBA Holding shareholders, except for transfers to other current shareholders of EBA Holding or to their heirs or their legal successors or to entities owned by any of them.

Limited Liability of Shareholders

Shareholders are not liable for our obligations. Shareholders’ liability is limited to the payment of the shares for which they subscribe. However, shareholders who have a conflict of interest with us and do not abstain from voting may be held liable for damages to us. Also, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law or our bylaws may be held liable for damages to us or to third parties, including other shareholders, resulting from such resolutions.

Directors

Our bylaws provide that the Board of Directors shall be composed by at least three and at most nine members, as decided at a general ordinary shareholders’ meeting. To be appointed to our Board of Directors, such person must have been presented as a candidate by shareholders who represent at least 10% of our voting rights, at least three business days before the date the general ordinary shareholders’ meeting is to be held. Our bylaws do not state an age limit over which the directors cannot serve on our board.

At each annual shareholders’ meeting, the term of one third of the members of our Board of Directors (no fewer than three directors) expires and their successors are elected to serve for a term of three years. The shareholders’ meeting shall have the power to fix a shorter period (one or two years) for the terms of office of one, several or all the directors. This system of electing directors is intended to help maintain the continuity of the board. Alternate directors replace directors until the following general ordinary shareholders’ meeting is held. Directors may also be replaced by alternate directors if a director will be absent from a board meeting. The Board of Directors is required to meet at least once every month and anytime any one of the directors or syndics so requests.

Our bylaws state that the Board of Directors may decide to appoint an executive committee and/or a delegate director.

Our bylaws do not provide for any arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to in this annual report was selected as a director or member of senior management.

Additionally, pursuant to our bylaws, any borrowing powers on behalf of the Company are granted to our Board of Directors. Our Board of Directors has the power to delegate these borrowing powers to our directors through a power of attorney and currently certain of our directors have powers of attorney to negotiate the terms of and borrow money on behalf of the Company. Furthermore, as stated by our bylaws, the chairman of our Board of Directors is also the legal representative of the Company. Although our bylaws do not expressly address a director’s power to vote on proposals, arrangements or contracts in which the director has a material interest, pursuant to customary Argentine business practice and certain tenants of Argentine corporate law, our directors do not vote on proposals, arrangements or contracts in which the director has a material interest.

Appointment of Directors and Syndics by Cumulative Voting

The Corporations Law provides for the use of cumulative voting to enable minority shareholders to appoint members of the board of directors and syndics. Upon the completion of certain requirements, shareholders are entitled to appoint up to one third of the vacancies to be filled on the board of directors by cumulative voting. Each shareholder voting cumulatively has the number of votes resulting from multiplying the number of votes to which such shareholder would normally be entitled by the number of vacancies to be filled. Such shareholder may apportion his votes or cast all such votes for one or a number of candidates not exceeding one third of the vacancies to be filled.

 

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Compensation of Directors

The Corporations Law and the CNV establish rules regarding the compensation of directors. The maximum amount of aggregate compensation that the members of the board of directors may receive, including salaries and other compensation for the performance of permanent technical and administrative services, may not exceed 25.0% of profits of each fiscal year. This maximum amount shall be limited to 5.0% when no dividends are distributed to the shareholders and shall be increased proportionately to the dividend distribution until the 25.0% limit is reached when all profits are distributed.

The Corporations Law provides that aggregate director compensation may exceed the maximum percentage of computable profit in any one year when the company’s profits are non-existent or too small as to allow payment of a reasonable compensation to board members which have been engaged in technical or administrative services to the company, provided that such proposal is described in the notice of the agenda for the ordinary shareholders’ meeting and is approved by a majority of shareholders present at such shareholders’ meeting.

In addition to the above, our bylaws establish that best practices and national and international market standards regarding directors with similar duties and responsibilities shall be considered when determining the compensation of board members.

Syndics

Our bylaws, in accordance with Argentine law, provide for the maintenance of a supervisory committee whose members are three permanent syndics and three alternate syndics. Syndics are elected for a one-year term and may be re-elected. Alternate syndics replace permanent syndics in case of absence. For the appointment of syndics, each of our class A shares and class B shares has only one vote. Fees for syndics are established by the shareholders at the annual ordinary shareholders’ meeting. Their function is to oversee the management of the company, to control the legality of the actions of the board of directors, to attend all board of directors’ meetings, to attend all shareholders’ meetings, to prepare reports for the shareholders on the financial statements with their opinion, and to provide information regarding the company to shareholders that represent at least 2% of the capital stock. Syndics’ liabilities are joint and several and unlimited for the non-fulfillment of their duties. They are also jointly and severally liable, together with the members of the board of directors, if the proper fulfillment of their duties as syndics would have avoided the damage or the losses caused by the members of the board of directors.

Shareholders’ Meetings

Shareholders’ meetings may be ordinary meetings or extraordinary meetings. An annual ordinary shareholders’ meeting is required to be held in each fiscal year to consider the matters outlined in Article 234 of the Corporations Law, including, among others:

 

    approval of the financial statements and general performance of the management for the preceding fiscal year;

 

    appointment and remuneration of directors and members of the supervisory committee;

 

    allocation of profits; and

 

    any other matter the board of directors decides to submit to the shareholders’ meeting concerning the company’s business administration. Matters which may be discussed at these or other ordinary meetings include resolutions regarding the responsibility of directors and members of the supervisory committee, as well as capital increases and the issuance of notes.

 

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Extraordinary shareholders’ meetings may be called at any time to discuss matters beyond the competence of the ordinary meeting, including but not limited to amendments to the bylaws, matters related to the liquidation of a company, limitation of the shareholders’ preemptive rights to subscribe new shares, issuance of bonds and debentures, transformation of the corporate form, a merger into another company and spin-offs, early winding-up, change of the company’s domicile to outside Argentina, total or partial repayment of capital for losses, and a substantial change in the corporate purpose set forth in the bylaws.

Shareholders’ meetings may be convened by the board of directors or by the syndics. A shareholder or group of shareholders holding at least 5.0% in the aggregate of our capital stock may request the board of directors or the syndics to convene a general shareholders’ meeting to discuss the matters indicated by the shareholder.

Once a meeting has been convened with an agenda, the agenda limits the matters to be decided upon at such meeting and no other matters may be decided upon.

Additionally, our bylaws provide that any shareholder holding at least 5% in aggregate of our capital stock may present, in writing, to the Board of Directors, before February 28 of each year, proposals of items to be included in the agenda at the annual general ordinary shareholders’ meeting. The Board of Directors is not obligated to include such items in the agenda.

Class B shares represented by ADSs will be voted or caused to be voted by the Depositary in accordance with instructions of the holders of such ADSs. In the event instructions are not received from the holder, the Depositary shall give a discretionary proxy for the shares represented by such ADSs to a person designated by us.

Notice of each shareholders’ meeting must be published in the Official Gazette, and in a widely circulated newspaper in the country’s territory, at least twenty days prior to the meeting but not more than forty-five days prior to the date on which the meeting is to be held. The board of directors will determine the appropriate publication of notices outside Argentina in accordance with the requirements of the jurisdictions and exchanges on which our shares are traded. In order to attend a meeting and to be listed on the meeting registry, shareholders must submit evidence of their book-entry share account held at Caja de Valores at least three business days prior to the scheduled meeting date without counting the meeting day.

The quorum for ordinary meetings consists of a majority of stock entitled to vote, and resolutions may be adopted by the affirmative vote of 50% plus one vote (an “absolute majority”) of the votes present whether in person or participating via electronic means of communication. If no quorum is present at the first meeting, a second meeting may be called at which the shareholders present, whatever their number, shall constitute a quorum. Resolutions are to be adopted by an absolute majority of the votes present. The second meeting may be convened to be held one hour later on the same day as the first meeting had been called for, provided that it is an ordinary shareholders’ meeting, or within 30 days of the date for which the first ordinary meeting was called.

The quorum for extraordinary shareholders’ meetings consists of 60% of stock entitled to vote, and resolutions may be adopted by an absolute majority of the votes present. If no quorum is present at the first meeting, a second meeting may be called at which the shareholders present, whatever their number, shall constitute a quorum. Resolutions are to be adopted by an absolute majority of the votes present. The second meeting has to be convened to be held within 30 days of the date for which the first extraordinary meeting was called, and the notice must be published for three days, at least eight days before the date of the second meeting. Some special matters require a favorable vote of the majority of all the stock holding voting rights, the class A shares being granted the right to only one vote each. The special matters are described in “—Voting Rights” above.

Dividends

Dividends may be lawfully paid and declared only out of our retained earnings representing the profit realized and liquid on our operations and investments reflected in our annual financial statements, as approved at our annual general shareholders’ meeting. No profits may be distributed until prior losses are covered. Dividends paid on our class A shares and class B shares will equal one another on a per-share basis.

 

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As required by the Corporations Law, 5% of our net income is allocated to a legal reserve until the reserve equals 20% of our outstanding capital. Dividends may not be paid if the legal reserve has been impaired. The legal reserve is not available for distribution to shareholders.

Our Board of Directors submits our financial statements for the previous fiscal year, together with reports prepared by our supervisory committee, to our shareholders for approval at the general ordinary shareholders’ meeting. The shareholders, upon approving the financial statements, determine the allocation of our net income.

Our Board of Directors is allowed by law and by our bylaws to decide to pay anticipated dividends on the basis of a balance sheet especially prepared for purposes of paying such dividends.

Under BYMA regulations, cash dividends must be paid to shareholders within 10 days of the shareholders’ meeting approving said dividend. Payment of dividends in shares requires authorization from the CNV, the BYMA and the Córdoba Stock Exchange, whose authorizations must be requested within 10 business days after the shareholders’ meeting approving the dividend. We must make a distribution of the shares available to shareholders not later than three months after receiving authorization to do so from the CNV.

Shareholders may no longer claim the payment of dividends from us after three years have elapsed from the date on which the relevant dividends were made available to such shareholders.

Capital Increases and Reductions

We may increase our capital upon resolution of the general ordinary shareholders’ meeting. All capital increases must be reported to the CNV, published in the Official Gazette and registered with the Public Registry of Commerce. Capital reductions may be voluntary or mandatory. A voluntary reduction of capital must be approved by an extraordinary shareholders’ meeting after the corresponding authorization by the BYMA, the Córdoba Stock Exchange and the CNV and may take place only after notice of such reduction has been published and creditors have been given an opportunity to obtain payment or guarantees for their claims or attachment. A reduction of capital is mandatory when losses have exceeded reserves and more than 50% of the share capital of the company.

Preemptive Rights

Under Argentine law, it is mandatory that a shareholder of ordinary shares of any given class have preemptive rights, proportional to the number of shares he or she owns, to subscribe for shares of capital stock of the same class or of any other class if the new subscription offer does not include all classes of shares. Shareholders may only decide to suspend or limit preemptive rights by supermajority at an extraordinary shareholders’ meeting and only in exceptional cases. Shareholders may waive their preemptive rights only on a case-by-case basis.

In the event of an increase in our capital, holders of class A shares and class B shares have a preemptive right to subscribe for any issue of class B shares in an amount sufficient to maintain the proportion of capital then held by them. Holders of class A shares are entitled to subscribe for class B shares because no further class A shares carrying five votes each are allowed to be issued in the future. Under Argentine law, companies are prohibited from issuing stock with multiple voting rights after they have been authorized to make a public offering of securities.

Preemptive rights are exercisable following the last publication of the notification to shareholders of the opportunity to exercise preemptive rights in the Official Gazette and an Argentine newspaper of wide circulation for a period of 30 days, provided that such period may be reduced to no less than 10 days if so approved by an extraordinary shareholders’ meeting.

Shareholders who have exercised their preemptive rights and indicated their intention to exercise additional preemptive rights are entitled to additional preemptive rights (“accretion rights”), on a pro rata basis, with respect to any unsubscribed shares, in accordance with the terms of the Corporations Law. Class B shares not subscribed for by shareholders through the exercise of their preemptive or accretion rights may be offered to third parties.

 

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Holders of ADSs may be restricted in their ability to exercise preemptive rights if a registration statement relating to such rights has not been filed or is not effective or if an exemption from registration is not available.

Appraisal Rights

Whenever our shareholders approve:

 

    a merger or spin-off in which we are not the surviving corporation, unless the acquirer’s shares are authorized to be publicly offered or listed on any stock exchange,

 

    a transformation in our legal corporate form,

 

    a fundamental change in our corporate purpose,

 

    a change of our domicile to outside Argentina,

 

    a voluntary termination of our public offering or listing authorization,

 

    our continuation following a delisting or a mandatory cancellation of our public offering or listing authorization, or

 

    a total or partial recapitalization of our statutory capital following a loss,

any shareholder that voted against such action or did not attend the relevant meeting may exercise its right to have its shares canceled in exchange for the book value of its shares, determined on the basis of our latest balance sheet prepared in accordance with Argentine laws and regulations, provided that such shareholder exercises its appraisal rights within the periods set forth below.

There is, however, doubt as to whether holders of ADSs, will be able to exercise appraisal rights with respect to class B shares represented by ADSs.

Appraisal rights must be exercised within five days following the adjournment of the meeting at which the resolution was adopted, in the event that the dissenting shareholder voted against such resolutions, or within 15 days following such adjournment if the dissenting shareholder did not attend such meeting and can prove that he was a shareholder on the date of such meeting. In the case of a merger or spin-off involving an entity authorized to make a public offering of its shares, appraisal rights may not be exercised if the shares to be received as a result of such transaction are listed on any stock exchange. Appraisal rights are extinguished if the resolution giving rise to such rights is overturned at another shareholders’ meeting held within 75 days of the meeting at which the resolution was adopted.

Payment of the appraisal rights must be made within one year from the date of the shareholders’ meeting at which the resolution was adopted, except if the resolution was to delist our capital stock, in which case the payment period is reduced to 60 days from the date of the related resolution.

Preferred Stock

According to the Corporations Law and our bylaws, an ordinary shareholders’ meeting may approve the issuance of preferred stock. Such preferred stock may have a fixed dividend, cumulative or not cumulative, with or without additional participation in our profits, as decided by shareholders at a shareholders’ meeting when determining the conditions of the issuance. They may also have other preferences, such as a preference in the event of our liquidation.

The holders of preferred stock shall not be entitled to voting rights. Notwithstanding the foregoing, in the event that no dividends are paid to such holders for their preferred stock, and for as long as such dividends are not paid, the holders of preferred stock shall be entitled to voting rights. Holders of preferred stock are also entitled to

 

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vote on certain special matters, such as the transformation of the corporate form, a merger into another company and spin-offs (when we are not the surviving entity and the surviving entity is not listed on any stock exchange), early winding-up, a change of our domicile to outside Argentina, total or partial repayment of capital for losses and a substantial change in the corporate purpose set forth in our bylaws or in the event our preferred stock is traded on stock exchanges and such trading is suspended or terminated.

Conflicts of Interest

As a protection to minority shareholders, under the Corporations Law, a shareholder is required to abstain from voting on any resolution in which its direct or indirect interests conflict with that of or are different than ours. In the event such shareholder votes on such resolution, and such resolution would not have been approved without such shareholders’ vote, the resolution may be declared void by a court and such shareholder may be liable for damages to the company as well as to any third party, including other shareholders.

Redemption or Repurchase

According to the Capital Markets Law, a stock corporation may acquire the shares issued by it, provided that the public offering and listing thereof has been authorized, subject to the following terms and conditions and those set forth by the CNV. The above-mentioned conditions are: (a) the shares to be acquired shall be fully paid up; (b) there shall be a resolution signed by the board of directors to such effect; (c) the acquisition shall be made out of net profits or free or voluntary reserves; and (d) the total amount of shares acquired by the company, including previously acquired shares, shall not exceed 10% of the capital stock or such lower percentage determined by the CNV. The shares acquired by the company in excess of such limit shall be disposed of within the term of 90 days after the date of the acquisition originating such excess.

The shares acquired by the company shall be disposed of by the company within the maximum term of three years counted as from the date of acquisition thereof. Upon disposing of the shares, the company shall make a preemptive offer thereof. Such an offer will not be obligatory if the shares are used in connection with a compensation plan or program for the company’s employees or if the shares are distributed among all shareholders pro rata their shareholdings. If shareholders do not exercise, in whole or in part, their preemptive rights, the sale shall be made at a stock exchange.

Liquidation

Upon our liquidation, one or more liquidators may be appointed to wind up our affairs. If no such appointment is made, our Board of Directors will act as liquidator. All outstanding common shares will be entitled to participate equally in any distribution upon liquidation. In the event of liquidation, in Argentina and in any other country, our assets shall first be applied to satisfy our debts and liabilities.

Other Provisions

Our bylaws are governed by Argentine law and the ownership of any kind of our shares represents acceptance of our bylaws and submission to the exclusive jurisdiction of the ordinary commercial courts of Buenos Aires for any claim or dispute related to us, our shareholders, directors and members of the supervisory committee.

Exchange Controls

For a description of the exchange controls that would affect us or the holders of our securities, see Item 4. “Information on the Company-Government Regulation-Foreign Exchange Market”.

Taxation

The following is a summary of the principal Argentine and U.S. federal income tax consequences arising from the acquisition, ownership and disposition of our class B shares and ADSs. This summary is based on Argentine and U.S. federal tax laws, as well as the regulations in effect as of the date of this annual report. Further,

 

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this summary is subject to any subsequent changes in laws and regulations that may come into effect after this date. Any change could apply retroactively and could affect the continued validity of this summary. This summary does not constitute legal advice or a legal opinion with respect to the transactions that the holders of our class B shares or ADSs may enter into. This summary is only a brief description of certain (but not all) aspects of the Argentine and U.S. federal income tax systems, as they relate to the acquisition, ownership and disposition of our class B shares and ADSs. In addition, although the Company believes that the following summary is a reasonable interpretation of the current taxation rules and regulations, Grupo Galicia cannot assure that the applicable authorities or tribunals will agree with all, or any of the tax consequences outlined below. Currently, there is no tax treaty between the United States and Argentina.

Argentine Taxes

Law No. 26893, enacted on September 12, 2013 and published in the Official Gazette on September 23, 2013, introduced several changes to Income Tax Law No. 20,628, including the derogation of Section 78 of Decree No. 2284/1991; which provides that foreign holders with no permanent establishment in Argentina are exempt from paying income tax on the capital gains arising from the sale or other disposition of shares or ADSs.

Decree No 2334/2013 has regulated Law No. 26,893. This decree provides that changes introduced by Law No. 26,893 are effective from the date of publication of such law in the Official Gazette and apply to taxable events carried out from such date onwards.

Law No. 27,430 enacted on December 27, 2017 and published in the Official Gazette on December 29, 2017, introduced several changes to Income Tax Law No. 20,628. The principal change resulting from such law is a corporate income tax rate reduction in two phases. For fiscal years beginning on or after January 1, 2018 until December 31, 2019, the government has reduced the corporate income tax rate from 35% to 30%. After December 31, 2019, the corporate tax rate will be further reduced to 25%.

This reform includes additional changes, such as the confirmation that ADRs and ADSs generate Argentine-sourced income. Non- residents, however, will be exempted from the current 15% capital gains tax on the sale of ADRs or ADSs if they reside in a jurisdiction having an exchange of information agreement with Argentina or if these invested funds come from a cooperating jurisdiction.

Taxation of Dividends

As from the effectiveness of Law No. 27,430, dividends distributions (other than stock dividends) made by local entities to individuals, undivided estates, and foreign entities are subject to a withholding tax at a rate of 7% (while the corporate income tax is 30%) and at a rate of 13% beginning January 1, 2020. Thus, the combined rate on dividend/profit distribution would remain around the current 35% rate, as Argentina has not levied a withholding tax on dividends or branch profits, since it eliminated the same in 2016.

Dividend payments on ADSs or ordinary shares, whether in cash, property, or stock, would not be subject to Argentine withholding tax or other taxes. Such changes are pending confirmation by the relevant regulatory authority.

Equalization Tax

There is a specific rule under which a 35% tax (“equalization tax”) will be imposed on certain dividends approved by the registrant’s shareholders. The equalization tax will be applied only to the extent that distributions of dividends exceed the taxable income of the company increased by non-taxable dividends received by the distributing company in prior years and reduced by Argentine income tax paid by the distributing company.

The equalization tax will be imposed as a withholding tax on the shareholder receiving the dividend. Dividend distributions made in kind (other than cash) will be subject to the same tax rules as cash dividends. Stock dividends are not subject to Argentine taxation.

 

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In addition, the foregoing tax reforms abolished the equalization tax for profits generated beginning January 1, 2018. Such equalization tax is a withholding tax levied at a rate of 35% on dividend distributions in excess of tax earnings that would remain applicable for the stock of non-distributed earnings and profits as of December 31, 2017.

Taxation of Capital Gains

In accordance with Law No. 27,430 capital gains derived by non-resident individuals or foreign companies from the sale, exchange or other disposition of ADSs or class B shares are subject to the following regulations:

 

    Non-residents continue to be exempted from tax on capital gains arising from the sale of shares in publicly-traded companies, if the shares are traded on the BASE.

 

    Transfer of Argentine securities that occurred after September 23, 2013 will trigger taxation on a retroactive basis, as the suspension of the rule that called for the tax will be lifted. The tax will not apply to sales made through stock exchanges if the tax had not been withheld.

 

    Indirect transfers of Argentine assets (including shares) will be taxable, if (a) the value of the Argentine assets exceed 30% of the transaction’s overall value; and (b) the equity interest sold (in the foreign entity) exceeds 10%. The tax will also be due if any of these thresholds were met during the twelve month period prior to the sale. The indirect transfer of Argentine assets will only be subject to tax if these assets are acquired after January 1, 2018. Transactions involving indirect transfers of Argentine assets within the same economic group would also not trigger taxation, provided the requirements set by regulations have been met, although no withholding mechanism is currently available.

Transfer Taxes

No Argentine transfer taxes are applicable on the sale or transfer of ADSs or class B shares.

Tax on Minimum Notional Income

The tax reform in force since 1999 reinstituted a tax on assets of Argentine companies. This tax is similar to the asset tax that was previously in effect in Argentina from 1990 to 1995. It applies at a general rate of 1% on a broadly defined asset base encompassing most of the taxpayer’s gross assets at the end of any fiscal year ending after December 31, 1998.

Specifically, the Law establishes that banks, other financial institutions and insurance companies will consider a taxable base equal to 20% of the value of taxable assets.

Income tax and asset tax payments for a tax year will reduce a company’s tax liability on assets for that tax year; and can be carried forward to be applied against the company’s income tax liability in any of the next ten tax years.

According to Law No. 27,260, this tax will be repealed as of 2019.

Personal Assets Tax

Individuals domiciled and undivided estates located in Argentina or abroad will be subject to an annual tax in respect of assets located in Argentina and abroad. Applicable wealth tax rates and minimum non-taxable asset values for the general taxpayer regime are reduced and replaced with effect as of fiscal year 2016 by Law No. 27,260. The following is the new scheme:

 

Fiscal year

   Tax rate     Exempt
Minimum
 

2017

     0.50     Ps.950,000  

2018 onwards

     0.25     Ps.1,050,000  

 

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Taxpayers that have been compliant with their federal tax obligations in relation to fiscal years 2014 and 2015, according to tax authority information, that do not make use of the tax amnesty or moratorium regimes (Law No. 27,260), have access to be exempt from any wealth tax filing and payment obligations for fiscal years 2016, 2017 and 2018.

Individuals domiciled abroad will pay the tax only in respect of the assets they hold in Argentina. In the case of individuals domiciled abroad, the tax will be paid by the individuals or entities domiciled in Argentina which, as of December 31 of each year, hold the joint ownership, possession, use, enjoyment, deposit, safekeeping, custody, administration or tenure of the assets located in Argentina and subject to the tax belonging to the individuals domiciled abroad. When the direct ownership of notes, government securities and certain other investments, except shares issued by companies ruled by the Corporations Law, are part of companies domiciled abroad in countries that do not enforce registration systems for private securities (with the exception of insurance companies, open-end investment funds, pension funds or banks and financial entities with head offices in countries that have adopted the international banking supervision standards laid down by the Basel Committee on Banking Supervision) or that pursuant to their bylaws, charter, documents or the applicable regulatory framework, have as their principal activity investing outside of the jurisdiction of their organization or domicile, or are generally restricted from doing business in their country of incorporation, it will be assumed, without admission of any proof to the contrary, that these assets belong ultimately to individuals and therefore the system for paying the tax for such individuals domiciled abroad applies to them.

An exception pursuant to a tax reform was published in the Official Gazette as Law No. 25,585, which went into effect on December 31, 2002. This tax reform introduced a mechanism to collect the personal assets tax on shares issued by companies ruled by the Corporations Law, which ownership belongs to individuals domiciled in Argentina or abroad; and companies or entities domiciled abroad. In the case of companies or entities domiciled abroad, it will be assumed, without admitting any proof to the contrary, that these shares ultimately belong to individuals domiciled abroad.

The tax was assessed and paid by those companies ruled by the Corporations Law at the rate of 0.5% on the value of the shares or equity interest. Since fiscal year 2016, after amendments introduced by Law No. 27,260, the tax rate applicable to participations in domestic entities has been reduced from 0.50% to 0.25%. The valuation of the shares, whether listed or not, must be made according to their proportional equity value. These companies may eventually seek reimbursement from the direct owner of the shares, in respect of any amounts paid to the Argentine tax authorities as a personal asset tax. Grupo Financiero Galicia has sought reimbursement for the amount paid corresponding to December 31, 2002. The Board of Directors submitted the decision on how to proceed with respect to fiscal year 2003 to the annual shareholders’ meeting held on April 22, 2004. At that meeting, our shareholders voted to suspend all claims on our shareholders for any amount unpaid for fiscal year 2002 and to have the Company absorb the amounts due for fiscal year 2003 onward, when not withheld from dividends.

Pursuant to Law No. 27,260, Argentine companies that have properly fulfilled their tax obligations during the two prior fiscal years to the 2016 fiscal year, and which comply with certain other requirements, may qualify for an exemption from personal asset taxes for the 2016, 2017 and 2018 fiscal years. The request for this tax exemption should be filed before March 31, 2017. Grupo Financiero Galicia filed this request. Notwithstanding, we cannot assure that in the future, Grupo Financiero Galicia can fulfill these requirements and maintain such exemption.

Other Taxes

There are no Argentine federal inheritance, succession or gift taxes applicable to the ownership, transfer or disposition of ADSs or class B shares. There are no Argentine stamps, issue, registration or similar taxes or duties payable by holders of ADSs or class B shares.

Deposit and Withdrawal of Class B Shares in Exchange for ADSs

No Argentine tax is imposed on the deposit or withdrawal of class B shares in exchange for ADSs.

 

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United States Federal Income Taxes

The following is a summary of the material U.S. federal income tax consequences of the acquisition, ownership and disposition of class B shares and ADSs, as their terms are set forth in the documents or the forms thereof, relating to such securities as in existence on the date hereof, but it does not purport to address all the tax considerations that may be relevant to a decision to purchase, own or dispose of class B shares or ADSs. This summary assumes that the class B shares or ADSs will be held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), and does not address tax consequences to all categories of investors, some of which (such as dealers or traders in securities or currencies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt entities, banks, insurance companies, persons that received class B shares or ADSs as compensation for the performance of services, persons owning (or deemed to own for U.S. federal income tax purposes) 10% or more (by voting power or value) of our shares, investors whose functional currency is not the Dollar and persons that hold the class B shares or ADSs as part of a position in a “straddle” or as part of a “hedging” or “conversion” transaction for U.S. federal income tax purposes) may be subject to special tax rules. Moreover, this summary does not address the U.S. federal estate and gift or alternative minimum tax consequences of the acquisition, ownership and disposition of class B shares or ADSs.

This summary (i) is based on the Code, existing, proposed and temporary United States Treasury Regulations and judicial and administrative interpretations thereof, in each case, as in effect and available on the date hereof, and (ii) is based in part on representations of the Depository and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of class B shares or ADSs that, for U.S. federal income tax purposes, is (i) a citizen or resident of the United States, (ii) a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if such trust validly elects to be treated as a United States person for U.S. federal income tax purposes or if (a) a United States court can exercise primary supervision over its administration and (b) one or more United States persons have the authority to control all of the substantial decisions of such trust. A “Non-U.S. Holder” is a beneficial owner of class B shares or ADSs that is neither a U.S. Holder nor a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes).

If a partnership (or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds class B shares or ADSs, the tax treatment of the partnership and a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to its tax consequences.

Each prospective purchaser should consult its own tax advisor with respect to the U.S. federal, state, local and non-U.S. tax consequences of acquiring, owning and disposing of class B shares or ADSs.

Ownership of ADSs in General

In general, for U.S. federal income tax purposes, holders of ADSs will be treated as the owners of the class B shares represented by such ADSs. For purposes of the discussion below, we assume that intermediaries in the chain of ownership between the holder of an ADS and Grupo Financiero Galicia are acting consistently with the claiming of U.S. foreign tax credits by U.S. Holders.

Taxation of Distributions

Subject to the discussion below under “Passive Foreign Investment Company Considerations,” for U.S. federal income tax purposes, the gross amount of distributions by Grupo Financiero Galicia of cash or property (other than certain distributions, if any, of class B shares or ADSs distributed pro rata to all shareholders of Grupo Financiero Galicia, including holders of ADSs) made with respect to the class B shares or ADSs before reduction for

 

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any Argentine taxes withheld therefrom, will constitute dividends to the extent that such distributions are paid out of Grupo Financiero Galicia’s current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, and will be included in the gross income of a U.S. Holder as dividend income. Subject to the discussion below under “Passive Foreign Investment Company Considerations,” non-corporate U.S. Holders generally will be taxed on such distributions on ADSs (or class B shares that are readily tradable on an established securities market in the United States at the time of such distribution) at the lower rates applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year). Non-corporate U.S. Holders that (i) do not meet a minimum holding period requirement with respect to such ADSs (or class B shares), (ii) elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4)(B) of the Code or (iii) receive dividends with respect to which they are obligated to make related payments for positions in substantially similar or related property will not be eligible for the reduced rates of taxation. In addition, dividends will not be eligible for the dividends received deduction generally allowed to corporations under the Code.

Subject to the discussion below under “Passive Foreign Investment Company Considerations,” if distributions with respect to the class B shares or ADSs exceed Grupo Financiero Galicia’s current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, the excess will be treated first as a tax-free return of capital to the extent of such U.S. Holder’s adjusted tax basis in the class B shares or ADSs. Any amount in excess of such adjusted basis will be treated as capital gain from the sale or exchange of such class B shares or ADSs. Grupo Financiero Galicia does not maintain calculations of its earnings and profits under U.S. federal income tax principles.

Dividends paid in Pesos will be included in the gross income of a U.S. Holder in an amount equal to the Dollar value of the Pesos on the date of receipt, which, in the case of ADSs, is the date they are received by the Depositary. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution. Any gains or losses resulting from the conversion of Pesos between the time of the receipt of dividends paid in Pesos and the time the Pesos are converted into Dollars will be treated as ordinary income or loss, as the case may be, of a U.S. Holder. Dividends received by a U.S. Holder with respect to the class B shares or ADSs will be treated as foreign source income, which may be relevant in calculating such holder’s foreign tax credit limitation. Subject to certain conditions and limitations, Argentine tax withheld on dividends may be deducted from taxable income or credited against a U.S. Holder’s U.S. federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific categories of income. For this purpose, dividend income with respect to class B shares or ADSs should generally constitute “passive category income,” or in the case of certain U.S. Holders, “general category income.” The rules governing the foreign tax credit are complex. Prospective holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Subject to the discussion below under “Backup Withholding and Information Reporting,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on dividends received on class B shares or ADSs, unless such income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States.

Taxation of Capital Gains

Subject to the discussion below under “Passive Foreign Investment Company Considerations,” U.S. Holders will recognize capital gain or loss for U.S. federal income tax purposes upon a sale or exchange of class B shares or ADSs in an amount equal to the difference between such U.S. Holder’s adjusted tax basis in the class B shares or ADSs and the amount realized on their disposition. In the case of a non-corporate U.S. Holder, the maximum marginal U.S. federal income tax rate applicable to such gain will be lower than the maximum marginal U.S. federal income tax rate for ordinary income (other than certain dividends) if the U.S. Holder’s holding period in the class B shares or ADSs exceeds one year at the time of the sale or exchange. Gain or loss, if any, recognized by a U.S. Holder generally will be treated as United States source income or loss for U.S. foreign tax credit purposes. Consequently, a U.S. Holder may not be able to use the foreign tax credit arising from any Argentine tax imposed on the disposition of class B shares or ADSs unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. Certain limitations apply to the deductibility of capital losses for U.S. federal income tax purposes.

 

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A U.S. Holder’s initial tax basis in the class B shares or ADSs is the Dollar value of the Pesos denominated purchase price determined on the date of purchase. If the class B shares or ADSs are treated as traded on an “established securities market,” a cash basis U.S. Holder (or, if it elects, an accrual basis U.S. Holder) will determine the Dollar value of the cost of such class B shares or ADSs by translating the amount paid at the spot rate of exchange on the settlement date of the purchase.

With respect to the sale or exchange of class B shares or ADSs, the amount realized generally will be the Dollar value of the payment received, before reduction for any Argentine taxes withheld therefrom, determined on (i) the date of receipt of payment in the case of a cash basis U.S. Holder and (ii) the date of disposition in the case of an accrual basis U.S. Holder. If the class B shares or ADSs are treated as traded on an “established securities market,” a cash basis taxpayer (or, if it elects, an accrual basis taxpayer) will determine the Dollar value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale.

Subject to the discussion below under “Backup Withholding and Information Reporting,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on gain realized on the sale or exchange of class B shares or ADSs unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States or (ii) in the case of gain realized by an individual Non-U.S. Holder, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale or exchange and certain other conditions are met.

Passive Foreign Investment Company Considerations

A non-U.S. corporation will be classified as a “passive foreign investment company,” or a PFIC, for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either (1) at least 75 percent of its gross income is “passive income” or (2) at least 50 percent of the average value of its gross assets is attributable to assets that produce “passive income” or is held for the production of passive income. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions, other than certain income derived in the active conduct of a banking business.

The application of the PFIC rules is unclear both generally and specifically with respect to banks. The United States Internal Revenue Service (“IRS”) has issued a notice and certain proposed Treasury Regulations that exclude from passive income any income derived in the active conduct of a banking business by a qualifying foreign bank (the “Active Bank Exception”). However, the IRS notice and proposed Treasury Regulations are inconsistent in certain respects. Because final Treasury Regulations have not been issued, there can be no assurance that Grupo Financiero Galicia or its subsidiaries will satisfy the Active Bank Exception for any given taxable year.

Based on certain estimates of its gross income and gross assets (which estimates are inherently imprecise), the nature of its business, and reliance on the Active Bank Exception, Grupo Financiero Galicia believes that it should not be classified as a PFIC for the taxable year ended December 31, 2017. Grupo Financiero Galicia’s status in future years will depend on its assets and activities in those years. Grupo Financiero Galicia has no reason to believe that its assets or activities will change in a manner that would cause it to be classified as a PFIC, but there can be no assurance that Grupo Financiero Galicia will not be considered a PFIC for any taxable year. If Grupo Financiero Galicia were a PFIC, a U.S. Holder of class B shares or ADSs generally would be subject to imputed interest charges and other disadvantageous tax treatment with respect to any gain from the sale or exchange of, and certain distributions with respect to, the class B shares or ADSs.

If Grupo Financiero Galicia were a PFIC, a U.S. Holder of class B shares or ADSs could make a variety of elections that may alleviate certain of the adverse tax consequences referred to above, and one of these elections may be made retroactively. However, it is expected that the conditions necessary for making certain of such elections will not apply in the case of the class B shares or ADSs. U.S. Holders should consult their own tax advisors regarding the tax consequences that would arise if Grupo Financiero Galicia were treated as a PFIC.

 

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Reporting Requirements

Non-corporate U.S. Holders, including individuals, that hold “specified foreign financial assets,” as defined in the Treasury Regulations (which may include class B shares or ADSs), other than in an account at a U.S. financial institution or the U.S. branch of a non-U.S. financial institution, are required to report certain information relating to such assets. U.S. Holders are urged to consult their tax advisors regarding the effect, if any, of this and any other reporting requirements on their ownership and disposition of class B shares or ADSs. Failure to comply with applicable reporting requirements could result in the imposition of substantial penalties.

Backup Withholding and Information Reporting

United States backup withholding tax and information reporting requirements generally apply to certain payments to certain holders of stock.

Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, class B shares or ADSs made within the United States, or by a U.S. payor or U.S. middleman, to a holder of class B shares or ADSs (other than an exempt recipient, such as a payee that is not a United States person and that provides an appropriate certification).

Payments of dividends on, or proceeds from the sale or redemption of, class B shares or ADSs within the United States, or by a U.S. payor or U.S. middleman, to a holder (other than an exempt recipient, such as a payee that is not a United States person and that provides an appropriate certification) will be subject to backup withholding if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements. The backup withholding tax rate is currently 24%.

FATCA

Beginning on January 1, 2019 (or, if later, the date on which final Treasury Regulations are published defining the term “foreign passthru payment”), Grupo Financiero Galicia may be required, pursuant to Sections 1471 through 1474 of the Code, and the Treasury Regulations promulgated thereunder (often referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) to withhold U.S. tax at a 30% rate on all or a portion of any distribution on class B shares or ADSs which is treated as a “foreign passthru payment.”

Assuming that distributions from Grupo Financiero Galicia constitute “foreign passthru payments” and that Grupo Financiero Galicia enters into an agreement with the IRS to report the information required by FATCA or, if Argentina has entered in an intergovernmental agreement with the United States (an “IGA”), Grupo Financiero Galicia complies with such IGA, then an investor considered to have a “U.S. account” maintained by Grupo Financiero Galicia may be required to provide the information described below or be subject to U.S. withholding tax on any distribution on class B shares or ADSs that is treated as a “foreign passthru payment.” Investors in class B shares or ADSs that are financial institutions, or financial institutions that receive payments on behalf of other persons, and that have not entered into an agreement with the IRS (or otherwise established an exemption from FATCA, including pursuant to an applicable IGA) would also be subject to this U.S. withholding tax.

FATCA is particularly complex and its application to Grupo Financiero Galicia is uncertain at this time. Each holder of class B shares or ADSs should consult its own tax advisor to obtain a more detailed explanation of FATCA and to learn how it might affect such holder under its particular circumstances.

Medicare Tax on Investment Income

Certain U.S. Holders that are individuals, estates or trusts are required to pay a 3.8% tax on the lesser of (i) the U.S. Holder’s “net investment income” for the taxable year and (ii) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold. Net investment income includes, among other things, dividends and capital gains from the sale or other disposition of class B shares or ADSs.

 

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THE ABOVE SUMMARIES ARE NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF CLASS B SHARES OR ADSs. PROSPECTIVE HOLDERS SHOULD CONSULT AN INDEPENDENT TAX ADVISOR CONCERNING THE TAX CONSEQUENCES IN THEIR PARTICULAR CIRCUMSTANCES.

Material Contracts

Bonds

On July 19, 2016, Banco Galicia issued Class II notes due July 19, 2026, in an aggregate principal amount of U.S. $250 million.

During 2017, Tarjeta Naranja issued Class XXXVII notes in an aggregate principal amount of Ps.3,845 million.

According to the applicable price supplement for each issuance of the described notes, the companies agreed to certain commitments with the holders, which include, among others, the inability to merge except in certain circumstances, restrictions on incurring or guaranteeing certain indebtedness and restrictions on asset dispositions.

For a description of the notes issued during fiscal year 2017, see Note 14 to our financial statements.

Loans

In December 2010, the FMO granted Banco Galicia a U.S. $20 million loan with a six year term. The purpose of these facilities is to fund long-term loans to SMEs. In December 2011, Proparco granted Banco Galicia a U.S. $20 million loan with a six year term for the financing of investment projects of export oriented SMEs mainly active in the agribusiness sector. As of December 31, 2017, the principal amount of these facilities amounted to approximately U.S. $1,037 million.

In May 2016, the IFC granted Banco Galicia a credit line in an amount of up to U.S. $130 million. As of December 31, 2017, Banco Galicia has applied proceeds in an amount of U.S. $ 45 million towards the extension of loans to its customers.

Documents on Display

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information with the SEC. These materials, including this annual report and its exhibits, may be inspected and printed or copied for a fee at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. These materials are also available on the SEC’s website at http://www.sec.gov. Material submitted by us can also be inspected at the offices of the National Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006-1506.

 

Item 11. Quantitative and Qualitative Disclosures About Market Risk

General

Market risks faced by us are the risks arising from the fluctuations in interest rates and in foreign exchange rates. Our market risk arises mainly from the operations of Banco Galicia in its capacity as a financial intermediary. Our subsidiaries and other entities in which we have a minority equity interest are also subject to market risk. However, the amount of these risks is not significant and they are not discussed below. Policies regarding these risks are applied at the level of our operating subsidiaries.

 

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In compliance with the Argentine Central Bank’s regulations, based on the best practices and international standards, Banco Galicia has a Risk Management Division responsible for identifying, monitoring and actively and integrally managing the different risks Banco Galicia and its subsidiaries are exposed to (credit, financial and operational risks). The aim of the Division is to guarantee Banco Galicia’s board of directors that it is fully aware of the risks Banco Galicia is exposed to. It also creates and proposes the policies and procedures necessary to mitigate and control such risks. The Risk Management Committee, made-up of four members of the board of directors of Banco Galicia, the CEO and the managers of the Risk Management Division, the Planning Division and Internal Audit, is the highest corporate body to which Banco Galicia’s board of directors delegates integral risk management and the executive responsibility to define and enforce risk management policies, procedures and controls. This Committee is also responsible for setting specific limits for the exposure to each risk and approving, when applicable, temporary excesses over such limits as well as being informed of each risk position and compliance with policies.

See Item 6. “Directors, Senior Management and Employees-Functions of the Board of Directors of Banco Galicia”. Liquidity management is discussed in Item 5.B. “Liquidity and Capital Resources”. Credit risk management is discussed in Item 4. “Information on the Company-Selected Statistical Information-Credit Review Process” and other sections under Item 4. “Information on the Company-Selected Statistical Information” describing Banco Galicia’s loan portfolio and loan loss experience.

The following sections contain information on Banco Galicia’s sensitivity to interest-rate risk and exchange-rate risk that constitute forward-looking statements that involve risks and uncertainties. Actual results could differ from those projected in the forward-looking statements.

 

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Interest Rate Risk

A distinctive and natural characteristic of financial brokerage is the existence of interest-earning assets and interest-bearing liabilities with different maturities (or different rate repricing periods) and interest rates that can be fixed or variable. This situation leads to a gap or mismatch that arises from the balance sheet and measures the imbalance between fixed- and variable-rate assets and liabilities, and results in the so-called interest-rate risk or balance sheet structural risk. A commercial bank can face the interest rate risk on both sides of its balance sheet: with regard to the income generated by assets (loans and securities) and the expenses related to the interest-bearing liabilities (deposits and other sources of funds).

The policy currently in force defines this gap as the risk that the financial margin and the economic value of equity may vary as a consequence of fluctuations in market interest rates. The magnitude of such variation is associated with the sensitivity to interest rates of the structure of the Bank’s assets and liabilities.

Aimed at managing and limiting the sensitivity of Banco Galicia’s economic value and results with respect to variations in the interest rate inherent to the structure of certain assets and liabilities, the following caps have been determined:

 

  Limit on the gross brokerage margin for the first year.

 

  Limit on the net present value of assets and liabilities.

Limit on the Gross Brokerage Margin for the First Year

The effect of interest rate fluctuations on the gross brokerage margin for the first year is calculated using the methodology known as scenario simulation. On a monthly basis, gross brokerage margin for the first year is simulated in a base scenario and in a “+100 b.p.” scenario. In order to prepare each scenario, different criteria are assumed regarding the sensitivity to interest rates of assets and liabilities, depending on the historical performance observed of the different balance sheet items. Gross brokerage margin for the first year in the “+100 b.p.” scenario is compared to the gross brokerage margin for the first year in the “base” scenario. The resulting difference is related to the annualized accounting gross brokerage margin for the last calendar trailing quarter available, for Banco Galicia on a consolidated basis, before quotation differences and UVA adjustment.

The limit on a potential loss in the “+100 b.p.” scenario with respect to the “base” scenario was established at 20% of the gross brokerage margin for the first year, as defined above. At fiscal year-end, the negative difference between the gross brokerage margin for the first year corresponding to the “+100 b.p.” scenario and that corresponding to the “base” scenario accounted for +0.1% of the gross brokerage margin for the first year.

The tables below show as of December 31, 2017 and December 31, 2016, in absolute and percentage terms, the change in Banco Galicia’s gross brokerage margin (“GBM”) of the first year, as compared to the gross brokerage margin of the “base” scenario corresponding to various interest-rate scenarios in which interest rates change 50, 100, 150 and 200 b.p. from those in the “base” scenario. Banco Galicia’s net portfolio is broken down into trading and non-trading. The trading net portfolio represents primarily securities issued by the Argentine Central Bank (Lebac and Nobac).

 

Net Portfolio    Gross Brokerage Margin (1)  

(In millions of Pesos, except percentages)

   As of December 31, 2017     As of December 31, 2016  

Change in Interest Rates in b.p.

   Variation      % Change in the GBM     Variation      % Change in the GBM  

200

     38        0.15     (2      -0.02

150

     28        0.11     (4      -0.04

100

     19        0.07     (5      -0.05

50

     10        0.04     (7      -0.07

Static

          

(50)

     (12      -0.05     (15      -0.14

(100)

     (24      -0.09     (20      -0.19

(150)

     (36      -0.14     (26      -0.25

(200)

     (49      -0.19     (31      -0.30

 

(1) Net interest of the first year

 

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Net Trading Portfolio    Gross Brokerage Margin (1)  

(In millions of Pesos, except percentages)

   As of December 31, 2017     As of December 31, 2016  

Change in Interest Rates in b.p.

   Variation      % Change in the GBM     Variation      % Change in the GBM  

200

     24        0.09     178        1.71

150

     18        0.07     134        1.29

100

     12        0.05     89        0.85

50

     6        0.02     45        0.43

Static

          

(50)

     (6      -0.02     (45      -0.43

(100)

     (12      -0.05     (89      -0.85

(150)

     (18      -0.07     (134      -1.29

(200)

     (24      -0.09     (178      -1.71

 

(1) Net interest of the first year

 

Net Non-Trading Portfolio    Gross Brokerage Margin (1)  

(In millions of Pesos, except percentages)

   As of December 31, 2017     As of December 31, 2016  

Change in Interest Rates in b.p.

   Variation      % Change in the GBM     Variation      % Change in the GBM  

200

     14        0.05     (180      -1.73

150

     10        0.04     (138      -1.32

100

     7        0.03     (94      -0.90

50

     4        0.02     (52      -0.50

Static

          

(50)

     (6      -0.02     30        0.29

(100)

     (12      -0.05     69        0.66

(150)

     (18      -0.07     108        1.04

(200)

     (25      -0.10     147        1.41

 

(1) Net interest of the first year

Limit on the Net Present Value of Assets and Liabilities

The net present value of assets and liabilities is also calculated on a monthly basis and taking into account the assets and liabilities of Banco Galicia’s consolidated balance sheet. The methodology used for calculating interest rate risk is based on the net present value of the underlying asset of liability.

The net present value of the consolidated assets and liabilities, as mentioned, is calculated for a “base” scenario in which the listed securities portfolio is discounted using interest rates obtained according to yield curves determined based on the market yields of different reference bonds denominated in Pesos, foreign currency and adjusted by CER/UVA. Yield curves for unlisted assets and liabilities are also created using market interest rates. The net present value of assets and liabilities is also obtained for a second scenario called “critical”, where through a significant number of statistical simulations of the interest rate track record, a “critical” scenario is obtained as a result of the interest rate risk exposure presented by the balance sheet structure.

The economic capital is obtained from the resulting difference between the “critical” scenario and the net present value of assets and liabilities of the “base” scenario, and considering a 99.5% degree of accuracy.

The limit on interest rate risk exposure, expressed as a difference between the net present value of assets and liabilities in the “base” scenario and the “critical” scenario cannot exceed 15% of the consolidated RPC. As of December 31, 2017, the “Value at Risk” was -7.3% of the RPC.

 

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Foreign Exchange Rate Risk

Exchange-rate sensitivity is the relationship between the fluctuations of exchange rates and Banco Galicia’s gross brokerage margin resulting from the revaluation of Banco Galicia’s assets and liabilities denominated in foreign currency. The impact of variations in the exchange rate on Banco Galicia’s gross brokerage margin depends on whether Banco Galicia has a net asset foreign currency position (the amount by which foreign currency denominated assets exceed foreign currency denominated liabilities) or a net liability foreign currency position (the amount by which foreign currency denominated liabilities exceed foreign currency denominated assets). In the first case, an increase/decrease in the exchange rate results in a gain/loss, respectively. In the second case, an increase/decrease results in a loss/gain, respectively. Banco Galicia has established limits for its consolidated foreign currency mismatches for the asset and liability positions of -9 % and + 30% of Banco Galicia’s RPC. At the end of the fiscal year, Banco Galicia’s net asset position in foreign currency represented 2.5%.

As of December 31, 2017, Banco Galicia had a net asset foreign currency position of Ps.1,817 million (equal to U.S. $97 million), after adjusting its on-balance sheet net liability position of Ps.735 million (minus U.S. $39 million) by net forward purchases of foreign currency without delivery of the underlying asset, for Ps.2,552 million (U.S. $136 million), recorded off-balance sheet.

As of December 31, 2016, Banco Galicia had a net asset foreign currency position of Ps.2,111 million (equal to U.S. $133 million) after adjusting its on-balance sheet net liability position of Ps.1,815 million (minus U.S. $115 million) by net forward purchases of foreign currency without delivery of the underlying asset, for Ps.3,926 million (U.S. $248 million), recorded off-balance sheet.

As of December 31, 2015, Banco Galicia had a net asset foreign currency position of Ps.2,023 million (equal to U.S. $156 million) after adjusting its on-balance sheet net liability position of Ps.814 million (U.S. $63 million) by net forward purchases of foreign currency without delivery of the underlying asset, for Ps.2,837 million (U.S. $218 million), recorded off-balance sheet.

The tables below show the effects of changes in the exchange rate of the Peso vis-à-vis the Dollar on the value of Banco Galicia’s foreign currency net asset position as of December 31, 2017, 2016 and 2015. As of these dates, the breakdown of Banco Galicia’s foreign currency net asset position into trading and non-trading is not presented, as Banco Galicia’s foreign currency trading portfolio was not material.

 

     Value of Foreign Currency Net Position as of
December 31, 2017
 

Percentage Change in the Value of the Peso Relative to the Dollar (1)

   Amount     Absolute Variation      % Change  
     (in millions of Pesos, except percentages)  

40%

     (1,028     (293      40  

30%

     (956     (221      30  

20%

     (882     (147      20  

10%

     (809     (74      10  

Static

     (735 )(2)      —          —    

(10)%

     (662     (74      (10

(20)%

     (588     (147      (20

(30)%

     (515     (221      (30

(40)%

     (442     (293      (40

 

(1) Devaluation / (Revaluation).
(2) Adjusted to reflect forward purchases and sales of foreign currency without delivery of the underlying asset, registered in memorandum accounts.

 

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     Value of Foreign Currency Net Position as of
December 31, 2016
 

Percentage Change in the Value of the Peso Relative to the Dollar (1)

   Amount     Absolute Variation      % Change  
     (in millions of Pesos, except percentages)  

40%

     2,953       842        40  

30%

     2,744       633        30  

20%

     2,533       422        20  

10%

     2,322       211        10  

Static

     2,111 (2)      —          —    

(10)%

     1,900       (211      (10

(20)%

     1,689       (422      (20

(30)%

     1,478       (633      (30

(40)%

     1,269       (842      (40
       

 

(1) Devaluation / (Revaluation).
(2) Adjusted to reflect forward purchases and sales of foreign currency without delivery of the underlying asset, registered in memorandum accounts.

 

     Value of Foreign Currency Net Position as of
December 31, 2015
 

Percentage Change in the Value of the Peso Relative to the Dollar (1)

   Amount     Absolute Variation      % Change  
     (in millions of Pesos, except percentages)  

40%

     2,830       807        40  

30%

     2,630       607        30  

20%

     2,428       405        20  

10%

     2,225       202        10  

Static

     2,023 (2)      —          —    

(10)%

     1,821       (202      (10

(20)%

     1,618       (405      (20

(30)%

     1,416       (607      (30

(40)%

     1,216       (807      (40

 

(1) Devaluation / (Revaluation).
(2) Adjusted to reflect forward purchases and sales of foreign currency without delivery of the underlying asset, registered in memorandum accounts.

Currency Mismatches

Financial brokerage naturally involves the raising of funds and the subsequent use thereof. Both funding (deposits and other alternative sources of financing) and the use of the funds in loans and/or investments can be carried out in assets and liabilities denominated in different currencies. This possible currency mismatch between liabilities and the use thereof on assets generates a source of risk that arises from the variations in the different foreign currency exchange rates. This risk is inherent to the structure of assets and liabilities per currency.

Currency risk is defined as the risk of incurring equity losses as a consequence of variations in the foreign currency exchange rates in which assets and liabilities (both on and off the Balance Sheet) are denominated.

For purposes of the management and mitigation of the currency risk, two other currencies have been defined apart from the Argentine Peso: Assets and liabilities adjusted by UVA and foreign currency.

The policy framework currently in force establishes limits in terms of maximum net asset positions (assets denominated in a currency which are higher than the liabilities denominated in such currency) and net liability positions (assets denominated in a currency which are lower than the liabilities denominated in such currency) for mismatches in Pesos adjusted by UVA and in foreign currency, as a proportion of Banco Galicia’s RPC, on a consolidated basis.

Banco Galicia manages mismatches not only regarding assets and liabilities, but also covering mismatches through the foreign currency futures market. Transactions in foreign currency futures (Dollar futures) are carried out through the MAE, ROFEX and with customers. These transactions are subject to limits that take into consideration particular characteristics of each trading environment. A global exposure limit was set for these futures contracts, equivalent to 100% of Banco Galicia’s RPC on a consolidated basis.

 

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The table below shows the composition of Banco Galicia’s shareholders’ equity by currency and type of principal adjustment, that is Banco Galicia’s assets and liabilities denominated in foreign currency, in Pesos and adjustable by the UVA, as of December 31, 2017.

 

     As of December 31, 2017  
     Assets      Liabilities      Gap  
     (in millions of Pesos)  

Financial Assets and Liabilities

     318,763        277,968        40,795  

Pesos - Adjusted by UVA

     4,156        632        3,524  

Pesos - Unadjusted

     225,670        190,216        35,454  

Foreign Currency (1)

     88,937        87,120        1,817  

Other Assets and Liabilities

     17,621        22,595        (4,974
  

 

 

    

 

 

    

 

 

 

Total Gap

     336,384        300,563        35,821  
  

 

 

    

 

 

    

 

 

 

Adjusted for Forward Transactions Recorded in Memo Accounts

        

Financial Assets and Liabilities

     318,763        277,968        40,795  

Pesos - Adjusted by the UVA

     4,156        632        3,524  

Pesos - Unadjusted, Including Shareholders’ Equity (2)

     205,535        167,529        38,006  

Foreign Currency (1) (2)

     109,072        109,807        (735

Other Assets and Liabilities

     17,621        22,595        (4,974
  

 

 

    

 

 

    

 

 

 

Total Adjusted Gap

     336,384        300,563        35,821  
  

 

 

    

 

 

    

 

 

 
(1) In Pesos, at an exchange rate of Ps.18.7742 per U.S. $1.
(2) Adjusted for forward sales and purchases of foreign exchange, without delivery of underlying assets and recorded in Memorandum Accounts.

As of December 31, 2017, considering the adjustments from forward transactions recorded under memorandum accounts, Banco Galicia had net asset positions in Pesos Adjusted and Non-adjusted by UVA and had net liability positions in Foreign Currency.

The paragraphs below describe the composition of the different currency mismatches as of December 31, 2017.

Adjusted Peso-denominated Assets and Liabilities

At 2017 fiscal year-end, the Bank had a net asset position of Ps.3,524 million. The Bank’s adjusted assets were primarily comprised of Ps.4,060 million of loans (mainly UVA mortgage loans) and Ps.96 million from its participation certificate in Galtrust I Financial Trust, the latter adjusted by CER.

The Bank’s adjusted liabilities which partially offset its adjusted assets were primarily comprised of Ps.632 million UVA-adjusted time deposits.

Assets and Liabilities Denominated in Foreign Currency

As of December 31, 2017, the Bank’s assets denominated in foreign currency were mainly comprised the following: (i) cash and balances held at the Argentine Central Bank and correspondent banks for Ps.34,643 million; (ii) loans to the non-financial private sector and residents abroad for Ps.38,825 million (principal and interest, net of allowances); (iii) government securities for Ps.5,885 million; (iv) foreign currency forward purchases and government securities for Ps.5,588 million; and (v) corporate securities for Ps.1,687 million.

 

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As of December 31, 2017, the Bank’s liabilities denominated in foreign currency consisted mainly of: (i) deposits for Ps.70,412 million (principal, interest and quotation differences); (ii) debt with international banks and credit agencies for Ps.5,055 million; (iii) subordinated notes issued by Banco Galicia for Ps.4,828 million; (iv) sales of government securities and foreign currency pending settlement for Ps.3,163 million; and (v) collections for third parties for Ps.2,343 million.

As of December 31, 2017, the Bank had a net asset position equal to Ps.1,817 million. Furthermore, forward transactions in foreign currency without delivery of the underlying asset for a notional value of Ps.2,552 million were recorded in memorandum accounts. As of December 31, 2017, the Bank’s net position in foreign currency adjusted to reflect these transactions was a liability position of Ps.735 million, equivalent to U.S. $39 million.

Banco Galicia has set limits as regards foreign-currency mismatches at -9% (minus 9%) of the Bank’s RPC for its net liability position and at +30% (plus 30%) of the Bank’s RPC for its net asset position. At fiscal year-end, Banco Galicia’s liability position in foreign currency represented -2.5% (minus 2.5%) of the RPC.

Non-Adjusted Peso-Denominated Assets and Liabilities

The Bank’s non-adjusted Peso-denominated assets at December 31, 2017 were mainly comprised the following: (i) loans to the non-financial private sector for Ps.154,782 million (principal plus interest, net of allowances); (ii) holdings of securities issued by the Argentine Central Bank for Ps.26,835; (iii) cash and balances held at the Argentine Central Bank and correspondent banks for Ps.25,531 million (including the balance of escrow accounts); (iv) reverse repo transactions for Ps.9,614 million; (v) holding of government securities, mainly treasury bonds, provincial securities and others for Ps.3,690 million; (vi) mutual funds for Ps.2,122 million; and (vii) notes for Ps.1,357 million.

Banco Galicia’s non-adjusted Peso-denominated liabilities at December 31, 2017 were mainly comprised: (i) Deposits for Ps.132,459 million (principal plus interest); (ii) liabilities with stores in connection with Banco Galicia’s credit card activities and the regional credit-card companies for Ps.26,565 million; (iii) notes issued by Banco Galicia, the regional credit-card companies and CFA for Ps.16,486 million; (iv) forward sale for reverse repurchase agreements for Ps.10,687 million; (v) liabilities with local financial institutions for Ps.2,872 million; and (vi) repurchase agreement transactions for Ps.1,132 million.

The net asset position in non-adjusted Peso-denominated assets and liabilities was Ps.38,006 million at December 31, 2017.

Other Assets and Liabilities

In the category “Other Assets and Liabilities”, assets at December 31, 2017 were mainly comprised of the following: (i) bank premises and equipment, miscellaneous assets and intangible assets for Ps.8,563 million; (ii) sundry receivables for Ps.2,914 million; and (iii) amounts receivable from forward foreign currency transactions pending settlement for Ps.2,847 million.

Liabilities at December 31, 2017 were mainly comprised of the following: (i) Ps.7,877 million recorded under “Miscellaneous Liabilities”; (ii) Ps.5,832 million payable for forward transactions pending settlement; (iii) Ps.5,455 million for other liabilities resulting from financial brokerage; and (iv) Ps.1,845 million for non-controlling interests.

Market Risk

The exposure to portfolios of listed financial instruments, whose value varies according to the movement in their market prices, is subject to a specific policy framework that regulates the risk of incurring a loss as a consequence of the variation of the market price of financial assets whose value is subject to negotiation.

 

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Brokerage transactions and/or investments in government securities, currencies, notes, derivative products and debt instruments issued by the Argentine Central Bank are governed by the policy that limits the maximum tolerable losses in a given fiscal year.

In order to gauge and monitor this source of risk, the model known as VaR is used, among others. This model determines intra-daily, for the Bank individually, the possible loss that could be generated by the positions in equity securities, currencies, derivative instruments, and debt securities issued by the Argentine Central Bank and currencies under certain parameters.

The parameters taken into consideration are as follows:

 

  (i) A 99% degree of accuracy.

 

  (ii) VaR estimates are made for holding periods of one day and “n” days, where “n” is defined as the number of days necessary to settle the position in each security.

 

  (iii) In the case of securities, if they are new issuances, the available trading days are taken into consideration for the calculation of volatilities; if there are not enough trading days or if there are no quotations, the volatility of bonds from domestic issuers with similar risk and characteristics is used.

Banco Galicia’s policy requires that the Risk Management and Treasury Divisions agree on the parameters under which the models work, and establishes the maximum losses authorized both for equity securities, foreign-currency, Argentine Central Bank’s debt instruments and derivative products in a fiscal year. Maximum losses were established in:

 

Risk

   Policy on Limits

Currency

   Ps.138 million

Fixed-income instruments

   Ps.582 million

Interest rate derivatives

   Ps.10 million

Variable income

   Ps.20 million

Furthermore, the policy includes the regular undertaking of stress tests, the goal of which is to assess the risk positions and their results, under adverse market conditions. Finally, “contingency plans” were designed for each transaction, which include the actions to be implemented in a critical scenario.

Cross-Border Risk

Cross-border risk represents the risk of incurring equity losses as a consequence of the impairment or failure to collect on foreign credit exposures (loans, securities holdings, equity investments, and cash) abroad. It includes risks generated by entering into transactions with public or private counterparties domiciled outside of Argentina.

In order to regulate risk exposures in international jurisdictions, limits were established taking into consideration the jurisdiction’s credit rating, the type of transaction and a maximum exposure acceptable for each counterparty.

The Bank defined its policy by setting maximum exposure limits measured as a percentage of its RPC and taking into account if the counterparty is considered investment grade:

 

Risk

  

Required Credit Rating

  

Investment Grade

  

Not Investment Grade

-    Jurisdictional Risk    -   International Rating Agency    -   No limit    -   Maximum limit: 5%
-    Counterparty Risk    -  

International Banking Relations

   -  

Maximum limit: 15%

   -  

Maximum limit: 1%

      -   Credit Division    -   The limit is distributed between financial and foreign trade transactions, thus absorbing local counterparty margin    -   Only foreign trade transactions

 

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Overseas Foreign Currency Transfer Risk

With a view towards mitigating the risk resulting from a potential change in domestic laws that may affect overseas foreign currency transfers and in order to meet incurred liabilities, a policy was devised to set a limit for liabilities transferred abroad, as a proportion to total consolidated liabilities. Such ratio was fixed at 15%.

As of December 31, 2017, such exposure was 4.3% over total liabilities.

Risk Exposures in the Non-Financial Public Sector

The Argentine Central Bank imposes restrictions with respect to financing for the non-financial Public Sector and establishes limits in connection with the agencies that can be aided, the types of permitted loans and maximum amounts that can be granted. Such maximum amounts are set on the basis of the Bank’s RPC.

Banco Galicia provides two types of financial assistance to such sector: (i) assistance through the issuance of government securities; and (ii) direct assistance through loans, leasing, corporate securities, discounted notes, overdrafts, guarantees granted, foreign trade transactions, payroll loans, credit cards, etc.

Risk exposures on loans granted to such sector in national, provincial and municipal jurisdictions are governed by a specific policy, applicable to agencies within such jurisdictions, decentralized entities, companies and trust funds with underlying cash flows from the non-financial public sector.

Operational Risk and Technological Risk

Banco Galicia adopts the definition of operational and technological risk determined by the Argentine Central Bank and best international practices, which is the risk of losses due to the lack of conformity or due to a failure of internal processes, the acts of people or systems, or because of external events.

Banco Galicia defined the framework for the operational and technological risk management, which comprises the financial institution’s policies, practices, procedures and structures for its proper management.

The Risk Division, independent from the business or support units involved, includes a specific unit that is responsible for the management of such risks. The duties of this unit are, among others, to develop and monitor the operational and technological risk management model, inherent in the Bank’s products, activities, processes, systems and reporting assets, aligned with the regulations and best practices in force, organize the main necessary processes, provide advice, training and support to divisions, ensure that the Bank’s contingency, recovery and activity continuity plans are developed according to the size and complexity of its operations, as well as the respective tests thereon.

 

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The operational and technological risk is understood as the identification, assessment, monitoring, control and mitigation of this risk. It is an ongoing process carried out throughout the Bank, which fosters a risk management culture at all organization levels through an effective policy and a program led by Senior Management.

Identification

The starting point of operational and technological risk management is the identification of risks and their association with the controls established to mitigate them, considering internal and external factors that may affect the process development. The results of this exercise are entered into a log of risks, which acts as a central repository of the nature and status of each risk and controls thereof.

Assessment

Once risks have been identified, the size in terms of impact, frequency and likelihood of risk occurrence is determined, considering the existing controls. The combination of impact with likelihood of occurrence determines the risk exposure level. Finally, the estimated risk levels are compared to preestablished criteria, considering the balance of potential benefits and adverse results.

 

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Monitoring

The monitoring process allows for the detection and correction of deficiencies in the operational and technological risk management policies, processes and procedures or the update thereof, as applicable.

Risk Control and Mitigation

The control process ensures compliance with internal policies and analyzes risks and responses to avoid, accept, mitigate or share them, by aligning them with the risk tolerance defined.

The methodological approach adopted by the Bank includes several management tools.

Self-Risk Assessment

The self-risk assessment is a process to identify and assess existing risks, considering the controls established to manage and mitigate them. The self-assessment is a critical component of the operational and technological risk management framework since the vulnerability of operations and activities to risk can be verified based on this process. Assessment can be quantitative or qualitative.

Operational Risk Map

The operational and technological risk map allows viewing all the risks assessed (of a particular area or the whole entity) within a matrix of colors that, at first sight, points out those risks in a classification of high and very high (red), medium (yellow), low and very low (green), for their later analysis and for the preparation of reports or action plans.

Risk Indicators

Risk indicators, which are risk assessment mechanisms based on established thresholds, are defined by business and support area managers and offer a fair basis to estimate the likelihood and severity of one or more risk events.

Collection of Risk Events

The Risk Events Base is a tool whereby material data about risk events detected are identified and logged systematically. The collection of these events contributes to reducing incidents and the amounts of losses, as well as improving product service quality.

The Bank has defined training strategies, together with the Organizational Development and Human Resources Division, for the purpose of training and making all its employees aware of the importance of operational and technological risk and its proper management. For training programs, the Argentine Central Bank regulations and the definitions included in the Operational Risk Policy and the IT Risk Management Policy are taken into account.

The Bank has also defined policies to mitigate risks derived from service outsourcing and a code of conduct governing the relationship with suppliers.

The Bank also ensures that its operational and technological risks are appropriately assessed before launching or introducing new products, activities, processes, channels or systems.

Accordingly, the Bank has the structure and necessary resources to set the operational and technological risk profile and take the appropriate corrective actions, complying with the regulations established by the Argentine Central Bank regarding the guidelines for the operational and technological risk management at financial institutions.

 

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The minimum capital requirement with regard to the operational risk is determined according to the Argentine Central Bank regulations.

The appropriate management of operational and technological risks also helps to improve the quality of the customer service provided to the Bank’s clients.

 

Item 12. Description of Securities Other Than Equity Securities

 

Item 12.D. American Depositary Shares

Fees and Charges Applicable to ADS Holders

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

 

Persons depositing or withdrawing shares must pay

  

For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)       Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
      Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$0.02 (or less) per ADS       Any cash distribution to ADS registered holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs       Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders
Registration or transfer fees       Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary       Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
      Converting foreign currency to Dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes.       As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities       As necessary

Fees and Direct and Indirect Payments Made by the Depositary to Us

Past Fees and Payments

Grupo Financiero Galicia received a payment of U.S. $ 286,530 for fiscal year 2017, U.S. $280,601 for fiscal year 2016 and U.S. $270,898 for fiscal year 2015 in relation to continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile and telephone calls), accounting fees and legal fees.

 

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Future Fees and Payments

The Bank of New York Mellon, as depositary, has agreed to reimburse the Company for expenses they incur that are related to establishment and maintenance expenses of the ADSs program. The depositary has agreed to reimburse the Company for its continuing annual stock exchange listing fees and certain accounting and legal fees. The depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consists of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programs or special investor relations promotional activities. There are limits on the amount of expenses for which the depositary will reimburse the Company, but the amount of reimbursement available to the Company is not tied to the amount of fees the depositary collects from investors.

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

We expect to receive a similar reimbursement from the depositary for expenses for the fiscal year ending December 31, 2018 to the one we received for the fiscal year ended December 31, 2017.

PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

 

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

 

Item 15. Controls and Procedures

(a) Disclosure Controls and Procedures.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as amended). We performed an evaluation of the effectiveness of our disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with or submit to the SEC under the Exchange Act, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is communicated to our management, including our CEO and Chief Financial Officer, as appropriate, to allow timely decisions regarding the required disclosure. Our CEO and Chief Financial Officer concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective to provide reasonable assurance of their reliability. Notwithstanding the effectiveness of our disclosure controls and procedures, these disclosure controls and procedures cannot provide absolute assurance of achieving their objectives because of their inherent limitations. Disclosure controls and procedures are processes that involve human diligence and compliance and are subject to error in judgment. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by our disclosure controls and procedures.

(b) Management’s Annual Report on Internal Control over Financial Reporting.

 

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1) Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us and our consolidated subsidiaries. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with applicable generally accepted accounting principles. Internal controls and procedures are processes that involve human diligence and compliance and are subject to error in judgment. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

2) Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control–Integrated Framework 2013.

3) Based on our assessment, we and our management have concluded that our internal control over financial reporting was effective as of December 31, 2017.

4) Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2017, as stated in their report to our consolidated financial statements.

(c) See Item 18. “Financial Statements-Report of the Independent Registered Public Accounting Firm” for our registered public accounting firm’s attestation report on the effectiveness of our internal control over financial reporting.

(d) Changes in Internal Control over Financial Reporting During the Year Ended December 31, 2017.

During the period covered by this report, there have not been any changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 16.A. Audit Committee Financial Expert

Mr. Antonio R. Garcés, is the financial expert serving on our Audit Committee. Mr. Garcés is also considered independent as such term is defined under Nasdaq National Market listing requirements.

 

Item 16.B. Code of Ethics

We have adopted a code of ethics (for Grupo Financiero Galicia and its main subsidiaries) in accordance with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We did not modify our code of ethics during the fiscal year ended December 31, 2017. In addition, we did not grant any waivers to our code of ethics during the fiscal year ended December 31, 2017. In June 2009, we adopted a Code of Good Practice in Corporate Governance in accordance with Argentine legal requirements that received minor modifications in 2015, 2016 and 2017. On May 23, 2012 the CNV issued Rule No. 606 (modifying Rule No. 516) which established new standards for the filing of the Code of Good Practices in Corporate Governance. Our code of ethics and our code of corporate governance good practices are attached hereto as Exhibits 11.1 and 11.2.

 

Item 16.C. Principal Accountants’ Fees and Services

The following table sets forth the total amount billed to us by our independent registered public accounting firm, Price Waterhouse & Co. S.R.L., during the fiscal years ended December 31, 2017 and 2016.

 

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     2017      2016  
     (in thousands of Pesos)  

Audit Fees

     48,336        32,063  

Audit Related Fees

     10,353        4,319  

Tax Fees

     6,900        3,245  

All Other Fees

     5,378        5,079  
  

 

 

    

 

 

 

Total

     70,967        44,706  
  

 

 

    

 

 

 

Audit Fees

Audit fees are mainly the fees billed in relation with professional services for auditing our consolidated financial statements under local and U.S. GAAP requirements for the fiscal years ended December 31, 2017 and December 31, 2016.

Audit-Related Fees

Audit-related fees are fees billed for professional services related to attestation, review and verification services with respect to our financial information and the provision of services in connection with special reports in 2017 and 2016.

Tax Fees

Tax fees are fees billed with respect to tax compliance and advisory services related to tax liabilities.

All Other Fees

All other fees include fees paid for professional services other than the services reported above under “audit fees”, “audit related fees” and “tax fees” in each of the fiscal periods above.

Audit Committee Pre-approval

Our audit committee is required to pre-approve all audit and non-audit services to be provided by our independent registered public accounting firm. Our Audit Committee has reviewed and approved audit and non-audit services fees proposed by our independent auditors.

 

Item 16.D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

 

Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

 

Item 16.F. Change in Registrant’s Certifying Accountant.

Not applicable.

 

Item 16.G. Corporate Governance

See Item 6. “-Nasdaq Corporate Governance Standards” for a summary of ways in which the Company’s corporate governance practices differ from those followed by U.S. companies.

 

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Item 16.H. Mine Safety Disclosure

Not applicable.

PART III

 

Item 17. Financial Statements

Not applicable.

 

Item 18. Financial Statements

Report of the Independent Registered Public Accounting Firm as of and for the fiscal years ended December 31, 2017, 2016 and 2015.

 

Consolidated Balance Sheets as of December 31, 2017 and 2016.
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015.
Notes to the Consolidated Financial Statements.

You can find our audited consolidated financial statements on pages F-1 to F-115 of this annual report.

 

Item 19. Exhibits

An index to exhibits has been filed as part of this annual report and is incorporated herein by reference.

 

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EXHIBIT INDEX

 

Exhibit

  

Description

  1.1    Unofficial English language translation of the Bylaws (estatutos sociales).
  2.1    Form of Deposit Agreement between The Bank of New York and the registrant, including the form of American Depositary Receipt (incorporated by reference to Exhibit 1 of the Form F-6, filed on June 28, 2011).
  2.2    Indenture, dated as of July  19, 2016, among Banco de Galicia y Buenos Aires S.A., The Bank of New York Mellon, Banco de Valores S.A. and The Bank of New York Mellon (Luxembourg) S.A (incorporated by reference to Exhibit 2.4 of the 2016 Form 20-F).
  2.3    Indenture, dated as of April 11, 2017, among Tarjeta Naranja S.A., The Bank of New York Mellon, Banco de Valores S.A. and The Bank of New York Mellon (Luxembourg) S.A.
  4.1    Stock Purchase Agreement, dated as of June  1, 2009, among American International Group Inc., AIG Consumer Finance Group, Inc. and Banco de Galicia y Buenos Aires S.A., and the other parties signatory thereto (incorporated by reference to Exhibit 4.7 of the 2009 Form 20-F).
  4.2    Loan Agreement, dated as of May  24, 2016, between Banco de Galicia y Buenos Aires S.A. and International Finance Corporation (incorporated by reference to Exhibit 4.11 of the 2016 Form 20-F).
  8.1    For a list of our subsidiaries as of the end of the fiscal year covered by this annual report, please see Item 4. “Information on the Company—Organizational Structure”.
11.1    Code of Ethics (incorporated by reference to Exhibit 11.1 of the 2008 Form 20-F).
11.2    Code of Corporate Governance Good Practices.
12.1    Certification of the principal executive officer required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section  302 of the Sarbanes-Oxley Act of 2002.
12.2    Certification of the principal financial officer required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section  302 of the Sarbanes-Oxley Act of 2002.
13.1    Certification of the principal executive officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2    Certification of the principal financial officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

GRUPO FINANCIERO GALICIA S.A.
By:  

/s/ Pedro Alberto Richards

Name:   Pedro Alberto Richards
Title:   Chief Executive Officer
By:  

/s/ José Luis Ronsini

Name:   José Luis Ronsini
Title:   Chief Financial Officer

Date: April 19, 2018

 


Table of Contents

GRUPO FINANCIERO GALICIA S.A. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

     Page  

Report of the Independent Registered Public Accounting Firm

     F-2  

Consolidated Balance Sheets as of December 31, 2017 and 2016

     F-4  

Consolidated Statements of Income for the fiscal years ended December  31, 2017, 2016 and 2015

     F-7  

Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended December 31, 2017, 2016 and 2015

     F-9  

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2017, 2016 and 2015

     F-10  

Notes to the Consolidated Financial Statements

     F-12  

 

F-1


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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Grupo Financiero Galicia S.A.

Opinion on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Grupo Financiero Galicia S.A. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of income, of changes in shareholder´s equity and of cash flows for each of the three years in the period ended December 31, 2017, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting rules prescribed by the Banco Central de la República Argentina (the “BCRA”). Also in our opinion, the Company maintained in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing on Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the auditing standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

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Emphasis of Matter

Accounting rules prescribed by the BCRA vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 34 to the consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

  /s/ PRICE WATERHOUSE & Co. S.R.L.
By  

/s/ SANTIAGO JOSÉ MIGNONE (Partner)

  Santiago José Mignone
Buenos Aires, Argentina
April 19, 2018

We have served as the Company’s auditor since 1999.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2017 and 2016

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

         December 31,  
         2017     2016  
ASSETS     

A.

 

Cash and Due from Banks

    
 

Cash

     8,978,957       7,457,481  
 

Financial institutions and correspondents

     47,680,239       53,708,769  
 

Argentine central bank (BCRA)

     46,951,142       51,389,550  
 

Other local financial institutions

     126,363       209,532  
 

Foreign financial institutions

     602,734       2,109,687  
    

 

 

   

 

 

 
     Ps. 56,659,196     Ps. 61,166,250  

B.

 

Government and Corporate Securities

    
 

Holdings recorded at fair value

     5,824,690       3,228,759  
 

Holdings recorded at their acquisition cost plus the I.R.R.

     3,943,635       1,922,473  
 

Securities issued by the Argentine Central Bank

     28,991,155       8,549,568  
 

Investments in listed corporate securities

     11,256       —    
    

 

 

   

 

 

 
     Ps. 38,770,736     Ps. 13,700,800  

C.

 

Loans

    
 

To the non-financial public sector

     5,795       14,359  
 

To the financial sector

     3,979,358       2,098,037  
 

Interbank loans – (call money loans granted)

     587,161       862,300  
 

Other loans to domestic financial institutions

     3,184,121       1,205,228  
 

Accrued interest, adjustments and exchange rate differences receivable

     208,076       30,509  
 

To the non-financial private sector and residents abroad

     200,020,361       140,046,017  
 

Advances

     11,334,084       10,063,071  
 

Promissory notes

     35,527,757       25,285,214  
 

Mortgage loans

     5,713,233       2,178,236  
 

Pledge loans

     1,077,873       677,879  
 

Personal loans

     26,032,761       15,311,721  
 

Credit card Loans

     88,192,653       72,765,948  
 

Other

     30,448,940       12,653,202  
 

Accrued interest, adjustments and quotation differences receivable

     2,649,112       1,774,831  
 

Documented interest

     (922,116     (642,225
 

Unallocated collections

     (33,936     (21,860
 

Allowances

     (6,670,346     (4,706,758
    

 

 

   

 

 

 
     Ps. 197,335,168     Ps. 137,451,655  

D.

 

Other receivables resulting from financial brokerage

    
 

Argentine Central Bank

     3,661,408       2,359,284  
 

Amounts receivable for spot and forward sales to be settled

     13,112,552       734,375  
 

Securities receivable under spot and forward purchases to be settled

     7,215,531       7,851,134  
 

Negotiable obligations without quotation

     1,426,060       1,422,433  
 

Premiums from bought options

     —         3,485  
 

Balances from forward transactions without delivery of principal

     525,349       111,287  
 

Other

     7,622,627       5,887,364  
 

Allowances

     (204,883     (191,087
    

 

 

   

 

 

 
     Ps. 33,358,644     Ps. 18,178,275  

 

The accompanying Notes are an integral part of these consolidated financial statements

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Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Balance Sheets - Continued

As of December 31, 2017 and 2016

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

         December 31,  
         2017     2016  

ASSETS (Continued)

    

E.

 

Credits for leases

    
 

Credits for leases

     1,671,809       952,522  
 

Interest and adjustments

     27,074       17,010  
 

Allowances

     (22,246     (14,186
    

 

 

   

 

 

 
     Ps. 1,676,637     Ps. 955,346  

F.

 

Equity investments

    
 

In financial institutions

     9,308       7,858  
 

Other

     19,396       45,707  
 

Allowances

     —         (601
    

 

 

   

 

 

 
     Ps. 28,704     Ps. 52,964  

G.

 

Miscellaneous receivables

    
 

Receivables for assets sold

     127,300       131,096  
 

Tax on minimum presumed income – tax credit

     8,912       9,424  
 

Accrued interest and adjustments on receivables for assets Sold

     476       1,626  
 

Other

     3,699,394       3,451,986  
 

Other accrued interest and adjustments receivable

     44,027       46,192  
 

Allowances

     (70,466     (200,209
    

 

 

   

 

 

 
     Ps. 3,809,643     Ps. 3,440,115  

H.

 

Bank premises and equipment

   Ps. 4,469,499     Ps. 2,873,552  

I.

 

Miscellaneous assets

   Ps. 623,762     Ps. 1,221,237  

J.

 

Intangible assets

    
 

Goodwill

     —         5,642  
 

Organization and development expenses

     3,577,022       2,576,613  
    

 

 

   

 

 

 
     Ps. 3,577,022     Ps. 2,582,255  

K.

 

Unallocated items

     71,277       89,035  

L.

 

Other Assets

     632,272       539,140  
    

 

 

   

 

 

 
 

Total Assets

   Ps. 341,012,560     Ps. 242,250,624  
    

 

 

   

 

 

 

 

The accompanying Notes are an integral part of these consolidated financial statements

F-5


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Balance Sheets - Continued

As of December 31, 2017 and 2016

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

         December 31,  
         2017      2016  
 

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

M.

 

Deposits

     
 

Non-financial public sector

   Ps. 1,163,816      Ps. 1,294,177  
 

Financial sector

     115,152        62,957  
 

Non-financial private sector and residents abroad

     202,171,595        150,331,013  
 

Current accounts

     32,271,338        26,972,277  
 

Saving accounts

     101,112,762        53,723,171  
 

Time deposits

     65,791,367        49,703,000  
 

Investment accounts

     249,020        442,665  
 

Other

     1,302,261        18,577,409  
 

Accrued interest and quotation differences payable

     1,444,847        912,491  
    

 

 

    

 

 

 
     Ps. 203,450,563      Ps. 151,688,147  

N.

 

Other liabilities resulting from financial brokerage

     
 

Argentine Central Bank

     15,323        12,727  
 

Other

     15,323        12,727  
 

Bank and international entities

     5,031,206        2,212,995  
 

Unsubordinated negotiable obligations

     15,461,168        12,644,638  
 

Amounts payable for spot and forward purchases to be settled

     7,263,293        7,818,144  
 

Securities to be delivered under spot and forward sales to be settled

     14,200,261        736,819  
 

Premiums from Options Written

     —          2,027  
 

Loans from domestic financial institutions

     3,037,394        4,097,361  
 

Interbank loans

     160,825        165,000  
 

Other loans from domestic financial institutions

     2,834,126        3,802,398  
 

Accrued interest payable

     42,443        129,963  
 

Balances from forward transactions without delivery of underlying asset to be settled

     573,218        141,013  
 

Amounts payable to merchants

     26,565,310        20,812,777  
 

Other

     8,571,712        8,904,662  
 

Accrued interest and quotation differences payable

     624,215        410,490  
    

 

 

    

 

 

 
     Ps. 81,343,100      Ps. 57,793,653  

O.

 

Miscellaneous liabilities

     
 

Directors’ and Syndics’ fees

     41,532        41,986  
 

Other

     8,529,248        5,762,298  
    

 

 

    

 

 

 
     Ps. 8,570,780      Ps. 5,804,284  

P.

 

Provisions

     713,208        384,484  

Q.

 

Subordinated negotiable obligations

     4,828,018        4,065,255  

R.

 

Unallocated items

     55,673        70,530  

S.

 

Other liabilities

     815,875        629,384  

T.

 

Non-controlling interest

     1,935,139        1,462,189  
    

 

 

    

 

 

 
 

Total Liabilities

   Ps. 301,712,356      Ps. 221,897,926  
    

 

 

    

 

 

 
 

SHAREHOLDERS’ EQUITY

     39,300,204        20,352,698  
    

 

 

    

 

 

 
 

Total Liabilities and Shareholders’ Equity

   Ps. 341,012,560      Ps. 242,250,624  
    

 

 

    

 

 

 

 

The accompanying Notes are an integral part of these consolidated financial statements

F-6


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Income

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

         December 31,  
         2017      2016      2015  

A.

 

Financial income

        
 

Interest on cash and due from banks

   Ps. 60      Ps. 17      Ps. —    
 

Interest on loans granted to the financial sector

     606,660        359,427        85,681  
 

Interest on advances

     2,745,100        3,065,507        1,870,336  
 

Interest on promissory notes

     5,556,032        6,039,112        5,031,904  
 

Interest on mortgage loans

     370,531        474,490        367,566  
 

Interest on pledge loans

     125,348        88,314        87,808  
 

Interest on credit card loans

     16,735,450        13,455,906        9,257,193  
 

Interest on financial leases

     309,981        288,462        225,819  
 

Interest on other loans

     8,736,939        5,288,675        3,299,417  
 

Interest on other receivables resulting from financial brokerage

     175,969        106,033        99,314  
 

Net income from government and corporate securities

     5,950,017        5,809,264        4,323,266  
 

Income from secured loans – Decree No. 1387/01

     4,959        6,796        3,643  
 

Net income from options

     —          —          91,605  
 

Consumer price index adjustment (CER)

     248,563        8,566        4,341  
 

Exchange rate differences on foreign currency

     2,141,076        1,024,992        —    
 

Other

     1,513,337        592,128        1,096,275  
    

 

 

    

 

 

    

 

 

 
     Ps. 45,220,022      Ps. 36,607,689      Ps. 25,844,168  

B.

 

Financial expenses

        
 

Interest on current account deposits

     646        —          —    
 

Interest on saving account deposits

     6,380        4,644        3,182  
 

Interest on time deposits

     10,569,026        13,063,966        8,507,743  
 

Interest on interbank loans

     51,957        35,988        40,982  
 

Interest on financing from the financial sector

     579,023        187,383        86,169  
 

Interest on other liabilities resulting from financial brokerage

     3,897,953        3,056,336        1,825,749  
 

Interest on subordinated obligations

     349,907        532,823        373,998  
 

Other interest

     543,017        58,018        182,640  
 

Net expenses for options

     1,458        28,893        —    
 

Consumer price index adjustment (CER)

     49,532        6,602        282  
 

Contributions made to Deposit Insurance Fund

     277,728        314,515        497,258  
 

Exchange rate differences on foreign currency

     —          —          187,836  
 

Other

     4,018,121        2,949,536        1,696,493  
    

 

 

    

 

 

    

 

 

 
     Ps. 20,334,748      Ps. 20,238,704      Ps. 13,402,332  
 

Gross brokerage margin

     24,875,274        16,368,985        12,441,836  

C.

 

Loan loss provisions

     5,204,993        3,533,313        2,214,240  

D.

 

Income from services

        
 

In relation to lending transactions

     3,489,205        2,936,523        2,232,198  
 

In relation to borrowing transactions

     3,557,482        2,531,191        1,834,293  
 

Other commissions

     1,033,734        654,118        398,332  
 

Other

     13,022,160        9,723,086        7,006,473  
    

 

 

    

 

 

    

 

 

 
     Ps. 21,102,581      Ps. 15,844,918      Ps. 11,471,296  

E.

 

Expenses for services

        
 

Commissions

     2,269,478        2,085,077        1,487,054  
 

Other

     4,358,201        3,013,656        2,146,844  
    

 

 

    

 

 

    

 

 

 
     Ps. 6,627,679      Ps. 5,098,733      Ps. 3,633,898  

 

The accompanying Notes are an integral part of these consolidated financial statements

F-7


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Income - Continued

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

         December 31,  
         2017     2016     2015  

F.

 

Administrative expenses

      
 

Personnel expenses

     12,516,377       9,669,181       7,086,485  
 

Directors’ and syndics’ fees

     77,768       79,885       111,211  
 

Other fees

     684,780       516,092       396,090  
 

Advertising and publicity

     866,837       749,271       544,603  
 

Taxes

     2,323,008       1,719,180       1,218,962  
 

Depreciation of bank premises and equipment

     487,208       301,387       218,611  
 

Amortization of organization expenses

     662,007       746,544       635,442  
 

Other operating expenses

     2,945,384       2,106,088       1,529,353  
 

Other

     2,427,585       1,729,982       1,163,945  
    

 

 

   

 

 

   

 

 

 
     Ps. 22,990,954     Ps. 17,617,610     Ps. 12,904,702  
 

Net Income from financial brokerage

   Ps. 11,154,229     Ps. 5,964,247     Ps. 5,160,292  

G.

 

Income from Insurance activities

   Ps. 2,117,400     Ps. 2,451,943     Ps. 1,801,404  

H.

 

Non-controlling interests result

   Ps. (626,205   Ps. (403,168   Ps. (364,558

I.

 

Miscellaneous income

      
 

Net lncome from equity investments

     221,104       80,419       100,126  
 

Default interests

     601,224       482,194       328,882  
 

Loans recovered and allowances reversed

     468,008       552,471       319,297  
 

Other

     318,897       759,385       455,287  
 

Consumer price index adjustment (CER)

     10,305       —         —    
    

 

 

   

 

 

   

 

 

 
     Ps. 1,619,538     Ps. 1,874,469     Ps. 1,203,592  

J.

 

Miscellaneous losses

      
 

Default interests and charges in favor of the Argentine Central Bank

     889       3,397       398  
 

Loan loss provisions for miscellaneous receivables and other provisions

     165,156       169,173       448,659  
 

Amortization of differences arising from court resolutions

     15,389       12,504       4,308  
 

Depreciation and losses from miscellaneous assets

     1,652       1,245       3,433  
 

Amortization of goodwill

     5,642       9,674       9,674  
 

Other

     791,798       321,080       194,437  
    

 

 

   

 

 

   

 

 

 
     Ps. 980,526     Ps. 517,073     Ps. 660,909  
 

Net income before tax

     13,284,436       9,370,418       7,139,821  

K.

 

Income tax

   Ps. 4,954,967     Ps. 3,352,541     Ps. 2,801,424  
    

 

 

   

 

 

   

 

 

 
 

Net Income for the year

   Ps. 8,329,469     Ps. 6,017,877     Ps. 4,338,397  
    

 

 

   

 

 

   

 

 

 

The accompanying Notes are an integral part of these consolidated financial statements

 

F-8


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

     Capital
Stock
     Paid in
Capital
     Inflation
adjustments to
     Profit reserves      Accumulated
Retained earnings
    Total
Shareholders’
Equity
 
           Capital Stock      Legal      Other       

Balance at December 31, 2014

   Ps. 1,300,265      Ps. 219,596      Ps. 278,131      Ps. 291,248      Ps. 4,819,394      Ps. 3,337,790     Ps. 10,246,424  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Distribution of retained earnings by the shareholders’ meeting on April 29, 2015

                   

Legal Reserve

     —          —          —          24,432        —          (24,432     —    

Discretionary Reserve

     —          —          —          —          3,213,358        (3,213,358     —    

Cash Dividends

     —          —          —          —          —          (100,000     (100,000

Net Income for the year

     —          —          —          —          —          4,338,397       4,338,397  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance at December 31, 2015

   Ps. 1,300,265      Ps. 219,596      Ps. 278,131      Ps. 315,680      Ps. 8,032,752      Ps. 4,338,397     Ps. 14,484,821  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Distribution of retained earnings by the shareholders’ meeting on April 26, 2016

                   

Discretionary Reserve

     —          —          —          —          4,188,397        (4,188,397     —    

Cash Dividends

     —          —          —          —          —          (150,000     (150,000

Net Income for the year

     —          —          —          —          —          6,017,877       6,017,877  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance at December 31, 2016

   Ps. 1,300,265        219,596        278,131        315,680        12,221,149        6,017,877       20,352,698  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Distribution of retained earnings by the shareholders’ meeting on April 25, 2017

                   

Discretionary Reserve

     —          —          —          —          5,777,877        (5,777,877     —    

Cash Dividends

     —          —          —          —          —          (240,000     (240,000

Capital Increase (*) (**)

     126,500        10,731,537        —          —          —          —         10,858,037  

Net Income for the year

     —          —          —          —          —          8,329,469       8,329,469  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance at December 31, 2017

   Ps. 1,426,765        10,951,133        278,131        315,680        17,999,026        8,329,469       39,300,204  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

(*) Approved by the Ordinary Shareholders’ Meeting held on August 15, 2017.
(**)  Additional paid-in capital, net of issuance-related expenses.

The accompanying Notes are an integral part of these consolidated financial statements

 

F-9


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

     December 31,  
     2017     2016     2015  

CHANGES IN CASH AND CASH EQUIVALENTS

      

Cash and cash equivalents at the beginning of the year

     73,087,665       42,975,265       23,054,015  

Cash and cash equivalents at the end of the year

     86,317,449       73,087,665       42,975,265  
  

 

 

   

 

 

   

 

 

 

Net increase in cash and cash equivalents

   Ps. 13,229,784     Ps. 30,112,400     Ps. 19,921,250  
  

 

 

   

 

 

   

 

 

 

Causes of changes in cash and cash equivalents

      

Cash Flow from operating activities

      

Net (payments) / collections related to:

      

Government and corporate securities

     (47,387     4,143,521       2,398,746  

Loans

      

To the financial sector

     (1,771,961     (154,763     (443,503

To the non-financial public sector

     1,475       6,123       4,084  

To the non-financial private sector and foreign residents

     (23,592,992     (9,891,803     (12,427,921

Other receivables resulting from financial brokerage

     (704,140     (23,698     1,176,179  

Receivables from financial leases

     (418,362     292,960       312,919  

Deposits

      

To the financial sector

     52,195       35,996       (7,651

To the non-financial public sector

     (130,361     663,776       (1,044,087

To the non-financial private sector and foreign residents

     31,685,854       33,727,300       23,627,782  

Other liabilities from financial brokerage

      

Financing from the financial sector

      

Interbank Loans (call money loans received)

     (62,845     1,912       83,151  

Others (except for liabilities included in Financing Activities)

     5,951,506       4,585,373       7,809,635  

Collections related to income from services

     25,070,780       19,581,939       14,169,321  

Payments related to expenses for services

     (6,588,813     (4,772,557     (3,415,706

Administrative expenses paid

     (23,677,472     (17,338,997     (12,837,369

Payment of organization and development expenses

     (1,644,155     (1,273,157     (865,139

Collection for penalty interests, net

     584,037       478,797       328,882  

Differences arising from court resolutions paid

     (15,389     (12,504     (4,308

Collection of dividends from other companies

     176,621       73,889       66,174  

Other Collections related to miscellaneous profits and losses

     362,755       115,200       31,411  

Net (payments) / collections for other operating activities

      

Other receivables and miscellaneous liabilities

     (3,422,892     (2,844,146     (1,422,814

Other operating activities, net

     (48,205     94,563       22,778  

Payment of income tax / minimum presumed income tax

     (2,644,444     (2,476,528     (1,937,591
  

 

 

   

 

 

   

 

 

 

Net cash (used in) / provided by operating activities

   Ps. (884,195 )    Ps. 25,013,196     Ps. 15,624,973  
  

 

 

   

 

 

   

 

 

 

Cash Flow from investing activities

      

Payments for bank premises and equipment

     (929,806     (900,533     (740,313

Payments for miscellaneous assets

     (554,534     (578,598     (392,593

Payments for equity investments

     181,006       —         —    

Other collections for investment activities

     (444,179     —         10,045  
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

   Ps. (1,747,513 )    Ps. (1,479,131 )    Ps. (1,122,861 ) 
  

 

 

   

 

 

   

 

 

 

 

The accompanying Notes are an integral part of these consolidated financial statements

F-10


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Cash Flows - Continued

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

     December 31,  
     2017     2016     2015  

Cash Flow from financing activities

      

Net collections / (payments) related to:

      

Unsubordinated negotiable obligations

     (211,502     286,753       (1,323,019

Others

     2,596       5,694       (445

Banks and international entities

     2,170,070       477,115       76,972  

Subordinated negotiable obligations

     (342,049     (386,591     (238,591

Loans from local financial institutions

     (1,581,350     2,479,299       92,697  

Capital Increase

     11,004,383       —         —    

Distribution of dividends to non-controlling shareholders

     (89,504     (48,300     (36,800

Distribution of dividends to shareholders

     (240,000     (150,000     (100,000
  

 

 

   

 

 

   

 

 

 

Cash Flow provided by / (used in) by financing activities

   Ps. 10,712,644     Ps. (2,663,970   Ps. (1,529,186
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     5,148,848       3,914,365       6,948,324  
  

 

 

   

 

 

   

 

 

 

Net increase in cash and cash equivalents

   Ps. 13,229,784     Ps. 30,112,400     Ps. 19,921,250  
  

 

 

   

 

 

   

 

 

 

The accompanying Notes are an integral part of these consolidated financial statements

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

1. Description of Business.

Grupo Financiero Galicia S.A. (“Grupo Galicia”, the “Company” or the “Group”) is a financial services holding company organized under the laws of Argentina that conducts its business through its subsidiaries, providing general banking services, proprietary brand credit card services, personal loans, insurance and other services.

The detail of subsidiaries of the Company and respective ownership interest are as follows:

 

Name

   December 31,  
   2017     2016  

Banco de Galicia y Buenos Aires S.A. (*****)

     100.00     100.00

Cobranzas y Servicios S.A.(*)

     100.00     100.00

Compañía Financiera Argentina S.A. (CFA) (*)

     100.00     100.00

Galicia Administradora de Fondos S.A.

     100.00     100.00

Galicia Valores S.A.

     100.00     100.00

Galicia Warrants S.A.

     100.00     100.00

Net Investment S.A.(in Liquidation)

     100.00     100.00

Sudamericana Holding S.A.

     100.00     100.00

Procesadora Regional S.A.

     78.15     78.15

Cobranzas Regionales S.A.

     77.00     77.00

Tarjeta Naranja S.A. (**)

     77.00     77.00

Tarjetas Regionales S.A. (****)

     77.00     77.00

Tarjetas Cuyanas S.A.(**)

     —         77.00

Tarjetas del Mar S.A.(***)

     —         60.00

 

(*) Banco de Galicia y Buenos Aires S.A. and Grupo Financiero Galicia S.A. have agreed a tender offer involving all share in portfolio of Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A..The Argentine Central Bank approved the transaction through Resolution No. 414.
(**) Effective since October 1, 2017, Tarjeta Naranja S.A. (absorbing company) and Tarjetas Cuyanas S.A. (absorbed company) entered into a preliminary merger agreement, whereby Tarjetas Cuyanas merged into the assets and liabilities of Tarjeta Naranja S.A. In October 2017, the General Extraordinary Shareholders’ Meetings of both companies approved the merger of Tarjetas Cuyanas S.A. into Tarjeta Naranja S.A., as well as the dissolution of the former without liquidation.
(***) Since March 30, 2017, Tarjetas del Mar S.A. was no longer consolidated as a result of its sale.
(****) In August 2017, Grupo Financiero Galicia S.A. accepted the irrevocable offer to sell the 6% equity interest in Tarjetas Regionales S.A. held by Messrs. Juan Carlos Angulo, Alejandro Pedro Angulo, Miguel Angel Innocenti, and José Luis Innocenti. On January 5, 2018, payment was made for the purchase of the aforementioned equity interest and, accordingly, the non-controlling interest in Tarjetas Regionales S.A. rose to 17%.
(*****)

The Bank’s General Ordinary and Extraordinary Shareholders’ Meeting held on December 14, 2017 approved the spin-off/merger of the controlled company, Tarjetas Regionales S.A., with the consequent capital stock reduction of Banco de Galicia y Buenos Aires S.A. in the amount of Ps.127,425 equal to 127,424,621 ordinary book entry shares, with face value of Ps.1 each and 1 vote per share, effective as from January 1, 2018,

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

  and, in addition, decided to increase the capital stock by Ps.233,647, equal to 233,647,323 ordinary book entry shares, with face value of Ps.1 each and 1 vote per share. As a result, the amendment of Article 4 of the Bylaws was approved, which is pending registration with the appropriate agencies, being established that the capital stock amounts to Ps.668,549, equal to 101 ordinary shares, with a face value of Ps.1 each and 5 votes per share and 668,549,252 ordinary shares, with a face value of $1 each and 1 vote per share.

Grupo Financiero Galicia S.A. in its capacity as single shareholder and holder of 100% of Banco de Galicia y Buenos Aires S.A.’s capital stock, on December 27, 2017, paid the capital contribution with Lebacs (Argentine Central Bank bills), “I17E8” security, for a face value of 10,168,285,119, which were valued at market price, taking to such end the price of Ps. 0.98345 traded for the security on December 26, 2017 on M.A.E.’s session, totaling Ps.10,000,000. The Argentine Central Bank, through Resolution No. 35 dated January 11, 2018, authorized the capital contribution.

The subscription of shares is pending issuance, the appropriate legal proceedings of which have begun with the competent agencies.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Group in the preparation of the consolidated financial statements.

2.1 Basis of Presentation

The accounting policies and financial statements presentation conform to the rules of the Argentine Central Bank which prescribes the generally accepted accounting principles for all banks in Argentina (the “Argentine Banking GAAP”). This differs in certain significant respects from generally accepted accounting principles in Argentina applicable to enterprises in general (“Argentine GAAP”) (see Note 31) and from generally accepted accounting principles in the United States of America (“US GAAP”) (see Note 34).

Certain required disclosures under Argentine Banking GAAP have not been presented herein since they are not material to the accompanying financial statements. In addition, certain presentations and disclosures have been included in the accompanying financial statements to comply with the United States Securities and Exchange Commission´s regulations for foreign private issuers.

Certain reclassifications of the prior year´s information have been made to conform to the current year’s presentation. Such reclassifications do not have a significant impact on the Group´s financial statements.

2.2 Basis of Consolidation

The accompanying consolidated financial statements include the accounts of Grupo Financiero Galicia and its subsidiaries over which the Company has effective control. Investments in companies in which the Company exercises significant influence, but not control, are accounted for under the equity method.

All significant intercompany balances and transactions have been eliminated in consolidation.

2.3 Presentation of Financial Statements in Constant Argentine Pesos.

Argentine GAAP in effect in the Autonomous City of Buenos Aires provides that financial statements shall be stated in constant currency, pursuant to the provisions of Technical Pronouncements Nos. 6 and 17 of the Argentine Federation of Professional Councils in Economic Sciences (“F.A.C.P.C.E.”), as amended by Technical Pronouncement No. 39, approved by the Professional Council in Economic Sciences of the Autonomous City of Buenos Aires on April 16, 2014, as well as interpretation No. 8 of the F.A.C.P.C.E. These GAAP measures provide

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

that the adjustment for inflation shall be applied in an inflationary context, which is present when, among other considerations, there exists an accumulated rate of inflation reaching or exceeding 100% during three years, taking into consideration, for such purpose, the domestic wholesale price index published by the Argentine Institute of Statistics and Census. Financial statements reflect the effects of the changes in the purchasing power of the currency up to February 28, 2003 (the adjustment for inflation having been discontinued from such date) pursuant to the provisions of Argentine GAAP in force in the Autonomous City of Buenos Aires and the requirements of Decree No. 664/03 of the National Executive Branch, Section 268 of General Resolution No. 7/2005 of the Corporation Control Authority, Communiqué “A” 3921 of the Argentine Central Bank and General Resolution No. 441/03 of the Comisión Nacional de Valores (the “National Securities Commission”, or the “CNV”). Resolution M.D. No. 41/03 of the Professional Council in Economic Sciences of the Autonomous City of Buenos Aires established the discontinuation of the recognition of the changes in the purchasing power of the currency, effective October 1, 2003.

At fiscal year-end, the macroeconomic environment cannot be qualified as a hyperinflationary economy considering the guidelines established by the professional accounting standards and the government’s expectation towards a lower inflation level. Even though the controlling agencies have not issued a decision in this regard, at fiscal year-end, the conditions for the application of the adjustment for inflation would not be met. However, when reading and analyzing these financial statements one should take into consideration the existence of fluctuations in significant economic variables, which took place during the past fiscal years.

2.4 Foreign Currency Assets and Liabilities.

Assets and liabilities denominated in foreign currencies are incorporated into the accounting records of the Company in Argentine Pesos at the exchange rate prevailing at the time of the transaction.

Assets and liabilities in foreign currencies at year-end are then translated into Argentine Pesos at closing exchange rates.

Assets and liabilities and income and expenses in foreign currencies generate transaction gains and losses, which are recorded within “Exchange rate differences on foreign currency” in the consolidated statements of income.

As of December 31, 2017 and 2016, the Argentine Peso/U.S. Dollar exchange rate was 18.774 and 15.850, respectively.

2.5 Government and Corporate Securities.

Government securities mainly represent obligations of the Argentine government or the Argentine Central Bank. Corporate securities included in this caption consist of listed corporate equity securities, mutual funds and listed debt securities.

Gains and losses and interest income on government and corporate securities are included as “Net Income from government and corporate securities” in the accompanying consolidated statement of income.

Government Securities

As of December 31, 2017 and 2016, the Bank records its holdings according to the following:

Holdings Recorded at Fair Value

These holdings include trading securities issued by the Argentine Government which are included in the volatilities or present value lists issued by the Argentine Central Bank.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

These securities are valued at their closing price for each class of securities in the corresponding markets or at their present values, plus the value of amortization and/or interest coupons due and receivable. Unrealized gains and losses are reported in earnings.

The same criterion was applied to holdings of such securities used in loans, as guarantee, transactions to be settled and repo transactions, when appropriate.

Holdings Recorded at their Acquisition Cost plus Interest Rate of Return (I.R.R.)

In this caption, the Group records holdings of government securities in pesos and foreign currency, as they are not included in the volatilities or present value lists issued by the Argentine Central Bank.

These holdings have been valued at their acquisition cost increased on an exponential basis according to their I.R.R. The monthly accrual is charged to income or an asset offset account, depending on the securities involved.

The same criterion was applied to the securities used in loans, as guarantee, transactions to be settled and repo transactions, when appropriate.

Securities Issued by the Argentine Central Bank

a) At Fair Value:

These holdings are included in the volatilities lists issued by the Argentine Central Bank, and therefore are valued at the closing price for each class of securities in the corresponding markets, plus the value of amortization and/or interest coupons due and receivable. Unrealized gains and losses are reported in earnings. The same criterion was applied to holdings of such securities used in loans, as guarantee, transactions to be settled and repo transactions, when appropriate.

b) At the Acquisition Cost plus I.R.R.:

These holdings have been valued at their acquisition cost increased on an exponential basis according to their I.R.R., as they are not included in the volatilities lists issued by the Argentine Central Bank. The same criterion was applied to holdings of such securities used in loans, as guarantee, transactions to be settled and repo transactions, when appropriate.

Investments in listed Corporate Securities

These securities are recorded at fair value, and any difference between their book value and fair value is recognized as a gain or loss in the Income Statement.

2.6 Financial Trust Debt Securities and Participation Certificates.

Debt securities that are incorporated at par have been valued at their amortized cost. The remaining holdings in debt securities are recorded at cost plus the interest rate of return. Participation certificates in financial trusts are accounted for under the equity method.

2.7 Interest Income (Expense) Recognition.

For foreign and local currency transactions with a principal adjustment clause, as well as for those in which rates have been prearranged for terms up to 92 days, the accrual has been recognized on a linear basis. For local currency transactions at rates arranged for longer periods, interest has been accrued on an exponential basis, which provides for an increasing effective rate over the life of the loan or deposit.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The Bank suspends the accrual of interest when the related loan is past due and the collection of interest and principal is in doubt. The suspension of interest corresponds to the loans classified as “with problems” and “medium risk” or below, under the Argentine Central Bank´s classification rules. Accrued interest remains on the Bank´s books and is considered to be part of the loan balance when determining the allowance for loan losses. Regarding impaired loans, interest is recognized on a cash basis after reducing the balance of accrued interest, if applicable.

2.8 Allowances for Loan Losses.

These have been established based upon the estimated default risk of Grupo Financiero Galicia’s credit assistance granted through its subsidiaries, which results from an evaluation of debtors’ compliance with their payment obligations, their economic and financial condition, and the guarantees securing their related transactions, in line with the Argentine Central Bank regulations. Specific attention is given to loans with objective evidence of impairment.

2.9 Provisions for Contingencies.

The Group has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor and other matters. The Group accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Group’s estimates of the outcomes of these matters and the Group’s lawyers’ experience in responding, litigating and settling other matters. As the scope of the liabilities becomes better defined, there may be changes in the estimates of future costs, which could have a material effect on the Group’s future results of income and financial condition or liquidity.

2.10 Equity Investments.

Equity Investments include investments in companies where a non-controlling interest is held.

Under Argentine Banking GAAP, the equity method is used to account for investments where the company has a significant influence. Significant influence is considered to be present if at less one of the following applies:

 

  Voting power to influence the approval of a related company’s financial statements and profits distribution.

 

  Representation on the related company´s board of directors or corporate governance body.

 

  Participation in the definition of the related company´s policies.

 

  Existence of significant transactions between the company holding the interest and the related company (for example, when the former is the latter´s only supplier or by far its most important client).

 

  Interchange of senior officers among companies.

 

  Technical dependence of one of the companies on the other.

Investments in which the Company does not have significant influence have been accounted for at the lower of cost or equity method.

2.11 Bank Premises and Equipment, Credits for Leases and Miscellaneous Assets.

Bank premises and equipment and miscellaneous assets are valued at cost adjusted for inflation (as described in Note 2.3), less accumulated depreciation.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Construction in progress is carried at cost.

Financial leases that mainly transfer risks and benefits inherent to the leased property are registered at the beginning of the lease either by the cash value of the leased property or the present value of cash flows established in the financial lease, whichever is the lowest.

Accumulated depreciation is computed under the straight-line method at rates over the estimated useful lives of the assets, which generally are estimated to be 50 years for properties, 10 years for furniture and fittings, and 5 years for others. Leasehold improvements are depreciated using the straight-line method over the shorter of the lease term or the estimated useful life of the asset.

The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements is added to the carrying amount of the respective fixed assets. When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

2.12 Intangible Assets.

Intangible assets are valued at cost adjusted for inflation (as described in Note 2.3) less accumulated amortization. Intangible assets are amortized on a straight-line basis over 120 months for goodwill and over 60 months for organization and development costs. Under Argentine Banking GAAP, goodwill is no longer recognized as an asset when it is estimated that amounts of future income will not be sufficient to absorb the amortization of goodwill or when there are other reasons to presume that the amount of an investment made will not be recovered in full.

2.13 Shareholders´ Equity.

Shareholders’ Equity accounts have been adjusted for inflation following the procedure described in Note 2.3, except for the “Capital Stock” and “Paid-in Capital” accounts, which have been stated at their original values. The adjustment of these accounts was allocated to the “Inflation adjustments to capital stock and paid-in capital” account.

2.14 Minimum Presumed Income Tax and Income Tax.

Effective as of 1998, a Minimum Presumed Income Tax (“MPIT”) was established as a complementary component of income tax obligations. MPIT is a minimum taxation, which assesses at the tax rate of 1% of computable assets at fiscal year-end, according to Law No. 25063. Ultimately, the tax obligation will be the higher of MPIT or income tax. For financial entities, the taxable basis is 1% of their computable assets. If, in a fiscal year, the MPIT obligation exceeds the income tax liability, the surplus will be available as a credit against future income tax to be generated in any of the next ten fiscal years. The recognition of this right and its realization each stem from the ability to generate future taxable income sufficient to offsetting purposes.

The Bank has recognized the MPIT amount paid in the year and the accumulated amount paid in prior years as an asset for future tax deductions.

Based on the provisions set forth by the Argentine Central Bank, the Group recorded an asset related to the MPIT amounting to Ps.8,912 and Ps.9,424 as of December 31, 2017 and 2016, respectively.

Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities; therefore income taxes for Banco Galicia are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Galicia and Grupo Galicia’s non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Galicia and its non-bank subsidiaries recognized a deferred tax asset as of December 31, 2017 and 2016.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Tax Reform in Argentina

On December 29, 2017, the National Executive Branch enacted Income Tax Law No. 27430. This law has introduced several changes to the previous income tax treatment. Some of the key changes involved in the reform include:

 

  Income Tax Rates: Income tax rates for Argentine companies will be gradually reduced from 35% to 30% for fiscal years commencing on January 1, 2018 until December 31, 2019, and to 25% for fiscal years commencing on, and including, January 1, 2020.

 

  Tax on Dividends: The law has introduced a tax on dividends or profits distributed by Argentine companies or permanent establishments, among others, to: individuals, undivided interests or foreign beneficiaries, subject to the following considerations: (i) dividends distributed out of the profits made during fiscal years commencing on January 1, 2018 until December 31, 2019 shall be subject to a withholding tax at a 7% rate; and (ii) dividends distributed out of the profits made during fiscal years commencing on January 1, 2020 onwards shall be subject to a withholding tax at a 13% rate.

Dividends distributed from profits earned until the fiscal year before that commenced on January 1, 2018 shall remain subject, in respect of all beneficiaries, to a withholding tax at the 35% rate on the amount in excess of tax-free distributable accumulated profits (equalization tax transition period).

2.15 Liabilities - Banco Galicia’s Customers Fidelity Program “Quiero!” (I want!).

The Bank records the points assigned to the Bank’s customers through the “Quiero!” (“I want!”) Program using a mathematical model that takes into account certain assumptions of redemption rates, the cost for the exchanged points based on the combination of available products and the preferences of the Bank’s customers, as well as the expiration term of the customers’ unredeemed points.

As of December 31, 2017 and 2016, the Bank recorded liabilities for Ps.553,621 and Ps.378,636, respectively, from its customers’ unredeemed points under the caption “Miscellaneous Liabilities”.

2.16 Statements of Cash Flows.

The consolidated statement of cash flows was prepared following the regulations prescribed by the Argentine Central Bank. Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of three months or less.

Cash and due from banks and assets held with the purpose of complying with the short-term commitments undertaken, with a high level of liquidity, easily converted into known amounts of cash, subject to insignificant changes in value and with a maturity less than three months from the date of the acquisition thereof, are considered to be cash and cash equivalents. The breakdown is as follows:

 

     December 31,  
     2017      2016      2015  

Cash and Due from Bank

     56,659,196        61,166,250        30,834,663  

Instruments Issued by the Argentine Central Bank

     16,910,667        6,635,954        10,514,624  

Reverse Repo Transactions with the Argentine Central Bank

     9,654,517        —          14,286  

Interbank Loans

     365,000        862,300        40,000  

Overnight Placements in Banks Abroad

     269,278        1,227,101        232,351  

Other Cash Placements

     2,458,791        3,196,060        1,339,341  
  

 

 

    

 

 

    

 

 

 

Cash and Cash Equivalents

     86,317,449        73,087,665        42,975,265  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

2.17 Use of Estimates.

The preparation of financial statements in conformity with Argentine Banking GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Future results could differ from those estimates and evaluations made at the date of preparation of these consolidated financial statements.

3. Minimum Cash Requirements and Restricted Assets.

3.1 Pursuant to Argentine Central Bank regulations, Banco Galicia and CFA (the companys’subsidiarie) must maintain a monthly average liquidity level. Computable assets for complying with the minimum cash requirement are cash and the checking accounts opened at the Argentine Central Bank.

Banco Galicia and CFA have met the minimum cash requirement established by the Argentine Central Bank.

The minimum cash requirement at the end of each fiscal year of Banco Galicia, the main subsidiary, was as follows (as measured in average daily balances):

 

     December 31,  
     2017      2016  

Peso balances

   Ps. 16,338,273      Ps. 15,815,068  

Foreign currency balances

     25,894,522        26,289,506  

3.2 Certain of the Group’s other assets are pledged or restricted from use under various agreements. The following assets were restricted at each balance sheet date:

 

     December 31,  
     2017      2016  

Funds and securities pledged under various arrangements

   Ps. 5,429,059      Ps. 4,001,954  

Shares on equity investments (*)

     2,782        5,250  

Deposits in the Argentine Central Bank, restricted under Argentine Central Bank regulations

     533        474,061  

Loans granted as collateral

     295,191        258,282  
  

 

 

    

 

 

 

Total

   Ps. 5,727,565      Ps. 4,739,547  
  

 

 

    

 

 

 

 

(*) Shares over which transferability is subject to prior approval of the National or Provincial authorities, as applicable, under the terms of certain concession contracts signed. As of December 31, 2017, includes 1,222,406 non-transferable non-endorsable registered ordinary shares in Electrigal S.A.

4. Interest-Bearing Deposits with Other Banks.

As of December 31, 2017 and 2016, the overnight foreign bank interest-bearing deposits included under the caption “Loans—Other” amounted to Ps.269,278 and Ps.1,227,101, respectively.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

5. Government and Corporate Securities.

Government and corporate securities consist of the following at the respective balance sheet dates:

 

     December 31,  
     2017      2016  

Government Securities

     

Holdings Recorded at Fair Value

     

- Government Bonds

     5,824,690        3,228,759  
  

 

 

    

 

 

 

Total Holdings Recorded at Fair Value

   Ps. 5,824,690      Ps. 3,228,759  

Holdings Recorded at their Acquisition Cost plus I.R.R.

     

- Government Bonds

     3,943,635        1,922,473  
  

 

 

    

 

 

 

Total Holdings Recorded at their Acquisition Cost plus I.R.R.

   Ps. 3,943,635      Ps. 1,922,473  

Securities Issued by the Argentine Central Bank

     

- Argentine Central Bank Bills at Fair Value

     17,987,506        1,576,204  

- Argentine Central Bank Bills for Repo Transactions

     10,640,412        —    

- Argentine Central Bank Bills at Acquisition Cost plus I.R.R.

     363,237        6,973,364  
  

 

 

    

 

 

 

Total Securities Issued by the Argentine Central Bank

     28,991,155        8,549,568  
  

 

 

    

 

 

 

Total Government Securities

   Ps. 38,759,480      Ps. 13,700,800  
  

 

 

    

 

 

 

Total Corporate Securities

   Ps. 11,256      Ps. —    
  

 

 

    

 

 

 

Total Government and Corporate Securities

   Ps. 38,770,736      Ps. 13,700,800  
  

 

 

    

 

 

 

As of December 31, 2016, Securities issued by Argentine Central Bank sold under repurchase agreements amounted to Ps. 1,783,342, were recorded under the caption “Other Receivables resulting from financial brokerage”.

As of December 31, 2017, Securities issued by Argentine Central Bank sold under repurchase agreements amounted to Ps.1,124,819, were recorded under the caption “Other Receivables resulting from financial brokerage”.

6. Loans.

The lending activities of the Bank consist of the following:

 

  Loans to the non-financial public sector: loans to the federal and provincial governments of Argentina.

 

  Loans to the financial sector: loans to local banks and financial entities.

 

  Loans to the non-financial private sector and residents abroad: include the following types of lending:

Advances – short-term obligations drawn on by customers through overdrafts.

Promissory Notes – endorsed promissory notes, discounted and purchased bills and factored loans.

Mortgage loans – loans to purchase or improve real estate and collateralized by such real estate or commercial loans secured by real estate.

Pledge loans – loans where collateral is pledged as an integral part of the loan document.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Credit card loans – loans to credit card holders.

Personal loans – loans to individuals.

Others – includes mainly short-term placements in foreign banks.

Pursuant to Argentine Central Bank regulations, financial entities must disclose the breakdown of their loan portfolio between: the non-financial public sector, the financial sector and the non-financial private sector and residents abroad. In addition, financial entities must disclose the type of collateral established on the applicable loans to the non-financial private sector and the pledges granted on loans (preferred guarantees relative to a registered senior pledge).

As of December 31, 2017 and 2016, the classification of the Group´s loan portfolio was as follows:

 

     December 31,  
     2017      2016  

Non-financial public sector

   Ps. 5,795      Ps. 14,359  

Financial sector (Argentine)

     3,979,358        2,098,037  

Non-financial private sector and residents abroad

     200,020,361        140,046,017  

- With preferred guarantees

     9,478,467        3,321,515  

- With other guarantees

     24,693,593        18,834,154  

- Unsecured

     165,848,301        117,890,348  
  

 

 

    

 

 

 

Subtotal

     204,005,514        142,158,413  
  

 

 

    

 

 

 

Allowance for loan losses (See Note 7)

     (6,670,346      (4,706,758
  

 

 

    

 

 

 

Total

   Ps. 197,335,168      Ps. 137,451,655  
  

 

 

    

 

 

 

The Bank also records its loan portfolio by industry segment. The following industry segments comprised the most significant loan concentrations as of December 31, 2017 and 2016, respectively:

 

     December 31,  
     2017     2016  

Consumer

     54.1     58.2

Manufacturing

     14.8     13.6

Primary Products

     11.0     9.7

Services

     7.0     6.1

Retail Trade

     4.2     4.7

Wholesale Trade

     5.6     4.6

Financial Sector

     2.1     2.3

Construction

     1.2     0.8

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

7. Allowance for Loan Losses.

The activity in the allowance for loan losses for the fiscal years ended December 31, 2017, 2016 and 2015, was as follows:

 

     December 31,  
     2017      2016      2015  

Balance at beginning of year

   Ps. 4,706,758      Ps. 3,559,994      Ps. 2,614,919  

Provision charged to income(*)

     4,811,218        3,388,863        2,128,158  

Allowances reversed

     —          (117,305      —    

Foreign exchange effect and other adjustments

     —          —          19,536  

Loans charged off (*)

     (2,847,630      (2,124,794      (1,202,619
  

 

 

    

 

 

    

 

 

 

Balance at end of year

   Ps. 6,670,346      Ps. 4,706,758      Ps. 3,559,994  
  

 

 

    

 

 

    

 

 

 
(*) Included merger agreement, whereby Tarjetas Cuyanas’ allowance for loan losses merged into the assets of Tarjeta Naranja S.A. in October 2017.

Certain uncollectible loans, principally small loans, are charged directly to income and are not reflected in the activity in the allowance for loan losses. The charge to “Loan loss provisions” line in the accompanying statements of income is as follows:

 

     December 31,  
     2017      2016      2015  

Provisions charged to income

   Ps. 4,811,218      Ps. 3,388,863      Ps. 2,128,158  

Direct charge-offs

     348,878        123,959        65,833  

Other receivable losses

     36,837        18,540        15,150  

Financial leases

     8,060        1,951        5,099  
  

 

 

    

 

 

    

 

 

 
   Ps.  5,204,993      Ps.  3,533,313      Ps.  2,214,240  
  

 

 

    

 

 

    

 

 

 

The Bank has entered into certain renegotiations with customers. The Bank has eliminated any differences between the principal and accrued interest due under the original loan and the new loan amount through a charge against the allowance for loan losses. Loans under such agreements amounted to Ps.130,784, Ps. 60,750 and Ps.89,906 as of December 31, 2017, 2016 and 2015, respectively.

8. Other Receivables Resulting from Financial Brokerage.

The composition of other receivables from financial brokerage, by type of guarantee, is as follows:

 

     December 31,  
     2017      2016  

Preferred guarantees, including deposits with

the Argentine Central Bank

   Ps. 3,662,884      Ps. 2,360,903  

Other guarantees

     5,863        7,560  

Unsecured

     29,894,780        16,000,899  

Less: Allowance for doubtful accounts

     (204,883      (191,087
  

 

 

    

 

 

 
   Ps.  33,358,644      Ps.  18,178,275  
  

 

 

    

 

 

 

The breakdown of the caption “other” included in the balance sheet was as follows:

 

     December 31,  
     2017      2016  

Mutual funds

   Ps. 3,058,208      Ps. 2,466,372  

Galtrust I Participation Certificates

     96,481        504,874  

Other participation certificates and debt securities in financial trusts

     2,420,346        1,138,420  

Accrued commissions

     186,986        165,483  

Other financings

     204,002        625,234  

Others

     1,656,604        986,981  
  

 

 

    

 

 

 
   Ps.  7,622,627      Ps.  5,887,364  
  

 

 

    

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

9. Equity Investments.

Equity investments in other companies consisted of the following as of the respective balance sheet dates:

 

     December 31,  
     2017      2016  

In Financial Institutions, complementary and authorized activities

     

Prisma Medios de Pagos S.A (Ex–VISA Argentina S.A./Banelco S.A.)

     7,836        7,836  

Banco Latinoamericano de Exportaciones S.A.

     9,308        7,858  

Mercado de Valores de Buenos Aires S.A.

     —          2,749  

Others

     835        829  
  

 

 

    

 

 

 

Total equity investments in Financial Institutions, complementary and authorized activities

   Ps. 17,979      Ps. 19,272  
  

 

 

    

 

 

 

In Non-financial Institutions

     

Electrigal S.A.

   Ps. 5,455      Ps. 5,455  

Aguas Cordobesas S.A(*)

     —          8,911  

Distrocuyo S.A.

     3,955        3,955  

Nova Re Compañía Argentina de Reaseguros S.A.(**)

     —          14,716  

Other

     1,315        1,256  
  

 

 

    

 

 

 

Total equity investments in non-financial institutions

   Ps. 10,725      Ps. 34,293  
  

 

 

    

 

 

 

Allowances

   Ps. —        Ps. (601
  

 

 

    

 

 

 

Total Equity investments

   Ps. 28,704      Ps. 52,964  
  

 

 

    

 

 

 

 

(*) During the year, Banco de Galicia y Bs. As. S.A. accepted an offer to buy its entire equity interest in Aguas Cordobesas S.A. The offer comprised 3,250,000 Class “E” shares, out of which 2,350,000 shares were freely transferable, and were settled, in part, by an initial cash payment of Ps.38,335. In October 2017, the Government of the Province of Córdoba, in its capacity as grantor of the service delivered by such company, authorized the transfer of the remaining 900,000 Class “E” shares, in exchange for Ps.9,665 in cash as consideration for the remaining balance.

(**) In September 2017, Sudamericana Holding S.A. disposed of its equity interest in Nova Re Compañía de Reaseguros S.A.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

10. Miscellaneous receivables – Others.

As of December 31, 2017 and December 31, 2016, the breakdown of “Miscellaneous Receivables—Others” was as follows:

 

    December 31,  
    2017      2016  

Sundry Debtors

    Ps.531,465      Ps. 396,380  

Deposits as Collateral(*)

    1,604,035        1,536,664  

Tax Advances

    836,078        1,159,971  

Payments in Advance

    322,186        313,109  

Others

    405,630        45,862  
 

 

 

    

 

 

 
    Ps. 3,699,394      Ps.  3,451,986  
 

 

 

    

 

 

 

 

(*) Involving transactions carried out at ROFEX and at MAE and debit/credit cards transactions.

11. Bank Premises and Equipment, Intangible Assets and Miscellaneous Assets.

The major categories of the Company´s premises and equipment and accumulated depreciation, as of December 31, 2017 and 2016, were as follows:

 

     December 31,  
     2017      2016  

Land and buildings

   Ps. 3,061,575      Ps. 2,050,436  

Furniture and fittings

     735,416        578,779  

Machinery and equipment

     2,658,349        1,840,000  

Vehicles

     38,068        30,739  

Others

     54,975        36,727  

Accumulated depreciation

     (2,078,884      (1,663,129
  

 

 

    

 

 

 
   Ps. 4,469,499      Ps. 2,873,552  
  

 

 

    

 

 

 

Depreciation expense recorded for the fiscal years ended December 31, 2017, 2016 and 2015, was Ps.487,208, Ps.301,387 and Ps.218,611, respectively.

The major categories of intangible assets as of December 31, 2017 and 2016 were as follows:

 

    December 31,  
    2017     2016  

Goodwill, net of accumulated amortization of Ps.49,465 and Ps.43,823, respectively

  Ps. —       Ps. 5,642  

Organization and development expenses, net of accumulated amortization of Ps.2,898,061 and Ps.2,333,229, respectively.

    3,577,022       2,576,613  
 

 

 

   

 

 

 
  Ps.  3,577,022     Ps.  2,582,255  
 

 

 

   

 

 

 

Total amortization expenses for the fiscal years ended December 31, 2017, 2016 and 2015, was Ps.667,649, Ps. 756,218 and Ps. 645,116, respectively.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Organization and development expenses included software and the related implementation services purchased from third parties, with a net book value of Ps.2,886,620 and Ps.2,189,068 as of December 31, 2017 and 2016, respectively.

The table below shows the components of goodwill by type of activity for the periods presented:

 

     December 31,  
     2017      2016  

Banking

     —          5,642  
  

 

 

    

 

 

 
   Ps.  —        Ps.  5,642  
  

 

 

    

 

 

 

Miscellaneous assets consisted of the following as of December 31, 2017 and 2016:

 

     December 31,  
     2017      2016  

Work in Progress

   Ps. 280,584      Ps. 947,590  

Advances for Purchase of Assets

     78,130        86,042  

Works of Art

     1,665        1,665  

Assets Acquired through Foreclosures

     16,015        2,259  

Stationery and Office Supplies

     104,852        64,566  

Others Miscellaneous Assets

     142,516        119,115  
  

 

 

    

 

 

 
   Ps.  623,762      Ps.  1,221,237  
  

 

 

    

 

 

 

12. Provisions.

Allowances on assets excluding loans and reserves for contingencies were as follows:

 

     December 31,  
     2017      2016  

Allowances against asset accounts:

     

Other receivables resulting from financial brokerage, for collection risk (a)

     204,883        191,087  

Credits for leases (a)

     22,246        14,186  

Equity investments in other companies (b)

     —          601  

Miscellaneous receivables, for collection risk (a)

     70,466        200,209  

Reserves for contingencies:

     

For severance payments (c)

     48,085        46,349  

Litigations (d)

     185,570        180,782  

Other contingencies (e)

     410,206        73,086  

Sundry liabilities arising from credit card activities (f)

     35,904        44,096  

Other commitments (g)

     15,259        23,482  

Differences arising from court deposit´s dollarization (h)

     13,701        11,558  

Penalties Imposed

     4,483        5,131  
  

 

 

    

 

 

 

Total reserves for contingencies

   Ps. 713,208      Ps. 384,484  
  

 

 

    

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

(a) Based upon an assessment of debtors´ performance, the economic and financial situation and the guarantees collateralizing their respective transactions.

(b) Includes the estimated losses due to the excess of the cost plus dividend method over the equity method equity investments.

(c) Estimated amounts payable under labor lawsuits filed against the Bank by former employees.

(d) Litigation arising from different types of claims from customers (e.g., claims for thefts from safe deposit boxes, the cashing of checks that have been fraudulently altered, discrepancies in deposits and payments services that the Bank renders, etc). Consumer Protection Associations, on behalf of consumers, have filed claims against the Bank and Compañía Financiera Argentina with regard to the collection of some financial charges. The Bank and Compañía Financiera Argentina considers the resolution of these controversies will not have a significant impact on its financial condition.

(e) As of December 31, 2017 and 2016, provincial tax collection authorities, as well as tax collection authorities from the Autonomous City of Buenos Aires (“Buenos Aires”), are in the process (in different degrees of completion) of conducting audits and assessments mainly regarding the Compensatory Bond issued by the National Government to compensate financial institutions for the losses generated by the asymmetric pesification of loans and deposits.

As regards the assessment of tax collection authorities from Buenos Aires, within the framework of the legal actions brought by Banco de Galicia y Buenos Aires S.A. with the purpose of challenging the assessment of the tax collection authorities, a preliminary injunction was granted by the Argentine Federal Court of Appeals in Administrative Matters for the amount corresponding to the Compensatory Bond, which was ratified by the Supreme Court of Justice. Therefore, the Court ordered the A.G.I.P. (Governmental Public Revenue Authority) to refrain from starting tax enforcement proceedings or otherwise requesting precautionary measures for such purpose until a final judgment is issued. The proceedings are currently pending a decision by the Argentine Federal Court of Appeals in Administrative Matters with regard to the appeal filed by Banco de Galicia y Buenos Aires S.A. against the decision issued on the core issue by the Court of First Instance in November 2013. In any case, it is worth noting the decision issued by the federal prosecutor of the Court of Appeals was favorable to the Bank.

With regard to the city of Buenos Aires’ claims on account of other items, the Bank adhered to the System for the Settlement of Tax Liabilities in Arrears (Law No. 3461 and the related regulations), which envisaged the total relief of interest and fines. The Bank’s adherence to such system was communicated within the framework of the respective cases before the corresponding judicial authorities.

In connection with the assessments made by tax collection authorities from the Province of Buenos Aires, under the framework of some of the processes under discussion at the Provincial Tax Court’s stage, at this stage of proceedings the decision issued was: (i) unfavorable to Banco de Galicia y Buenos Aires S.A.’s request regarding the items not related to the Compensatory Bond, and (ii) favorable with regard to the non-taxability thereof. Therefore, Banco de Galicia y Buenos Aires S.A. adhered to the System for the Regularization of Tax Debts (Regulatory Decision No. 12 and related decisions), which envisages discounts on the amounts not related to the Compensatory Bond. The Bank’s adherence to such system was communicated within the framework of the respective cases before the corresponding judicial authorities. In turn, the authorities from the Province of Buenos Aires objected to the judgment rendered by the Provincial Tax Court with regard to the Compensatory Bond, and requested the Court of Appeals in Administrative Matters of La Plata to set such decision aside. Banco de Galicia y Buenos Aires S.A. entered an appearance and filed a motion for lack of jurisdiction, since it believes only the Argentine Supreme Court of Justice has jurisdiction to issue a decision on such a matter. On April 15, 2014, the aforementioned Court sustained the motion for lack of jurisdiction and ordered the proceedings to be filed. The authorities from the Province of Buenos Aires filed an appeal before the Supreme Court of Justice of the Province of Buenos Aires, which has not issued a decision to date.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Furthermore, regarding the claims made by the different jurisdictions, the Bank has been expressing its disagreement regarding these adjustments at the corresponding administrative and/or legal proceedings.

These proceedings and their possible effects are constantly being monitored by Management. Even though the Bank considers that it has complied with its tax liabilities in full pursuant to current regulations, the provisions deemed adequate pursuant to the evolution of each proceeding have been set up.

(f) Reserves for a guarantee of credit-card receivables and for the estimated liability for the insurance of the payment of credit-card balances in the event of the death of the credit-card holders.

At the date of these consolidated financial statements, the Argentine Revenue Service (AFIP), Provincial Revenue Boards and Municipalities are in the process of conducting audits and assessments, in different degrees of completion, at the companies controlled by Tarjetas Regionales S.A. Said agencies have served notices and made claims regarding taxes applicable to Tarjetas Regionales S.A.’s subsidiaries. Therefore, the companies are taking the corresponding administrative and legal steps in order to solve such issues. The original amount claimed for taxes totals approximately Ps.12,320.

Based on the opinions of their tax advisors, the companies believe that the abovementioned claims are both legally and technically groundless and that taxes related to the claims have been correctly calculated in accordance with tax regulations in force and existing case law.

Notwithstanding the foregoing, the companies have set up the provisions deemed appropriate pursuant to the evolution of each proceeding.

(g) Represents contingent commitments in connection with customers classified in categories other than the “normal” categories under Argentine Banking GAAP.

(h) Represents the difference between the amounts of deposits subject to pesification at Ps. 1.40 and such amounts at the exchange rate as of December 31, 2017.

Penalties Imposed on Banco Galicia and Summary Proceedings commenced by the Argentine Central Bank.

Penalties Imposed on Banco Galicia existing as of December 31, 2017:

Argentine Central Bank’s Financial Summary Proceedings No. 1308. Penalty notification date: October 28, 2013. Reason for the imposition of the penalty: Alleged non-compliance with the regulations on prevention of money laundering, due to lack of files and knowledge of customer. Consequently, the members of Banco de Galicia y Buenos Aires S.A.’s Board of Directors then effective were punished with a fine amounting to Ps.1,353. Status of the pending proceedings: federal extraordinary appeal before the Argentine Supreme Court of Justice (CSJN, as per its initials in Spanish) against the judgment passed by the Argentine Federal Court of Appeals in Administrative Matters that dismissed the appeal filed by the damaged parties against the penalties applied. Accounting treatment: Fines were paid in full and charged to income for the corresponding fiscal year.

Argentine Central Bank’s Financial Summary Proceedings No. 1223 and 1226 (accumulated). Penalty notification date: November 15, 2013. Reason for the imposition of the penalty: Alleged non-compliance with Communiqué “A” 3426 and Communiqué “A” 3381 of the Argentine Central Bank, and alleged non-compliance with restrictions related to assistance to related customers. As a consequence of the aforementioned summary proceedings, Banco de

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Galicia y Buenos Aires S.A. and certain related customers received a warning and were punished with a fine in the amount of Ps.3,358. Status of the proceedings: on June 27, 2017, the CSJN dismissed the federal extraordinary appeal that had been filed and the penalties imposed became final. Accounting treatment: Fines were paid in full and charged to income for the corresponding fiscal year.

U.I.F.’s Summary Proceedings No. 68/09. Penalty notification date: February 25, 2010. Reason for the imposition of the penalty: Alleged omission to report suspicious activities, in possible infringement of Act No. 25246. As a consequence of the aforementioned summary proceedings, Banco de Galicia y Buenos Aires S.A., one of its directors and one of its officers were punished with a fine in the amount of Ps.4,483. Status of the proceedings: Division I of the Argentine Federal Court of Appeals in Administrative Matters partially revoked the penalties, releasing Eduardo A. Fanciulli from any liability and reducing the fines imposed. The U.I.F., Banco de Galicia y Buenos Aires S.A. and Mr. Enrique M. Garda Olaciregui filed federal extraordinary appeals before the CSJN. Accounting treatment: As of December 31, 2017 and December 31, 2016, a provision for Ps.4,483 has been set up.

Summary Proceedings Commenced by the Argentine Central Bank (with no Penalties) Pending as of December 31, 2017:

Summary Proceedings No. 6075: Notification date: January 26, 2015. Charges filed: Alleged infringement of Communiqué “A” 4940, “A” 4662 and “C” 51232 of the Argentine Central Bank upon carrying out eight foreign exchange transactions. Individuals subject to summary proceedings: Banco de Galicia y Buenos Aires S.A. and certain relevant officers. Status of the proceedings: a defense brief was filed and the lack of definition by the most favorable criminal law was put forward. Both are being analyzed by the Argentine Central Bank’s Management Division of Foreign Exchange Litigation Matters.

Summary Proceedings No. 6669: Notification date: December 29, 2015. Charges filed: Alleged breach of Section 1, Subsections c), e) and f) of Act No. 19359, integrated into Argentine Central Bank’s Communiqué “A” 3471, 3826 and 5264. Individuals subject to summary proceedings: Banco de Galicia y Buenos Aires S.A. and certain relevant officers. Status of the proceedings: a defense brief was filed and the lack of definition by the most favorable criminal law was put forward, which is being analyzed by the Argentine Central Bank’s Management Division of Foreign Exchange Litigation Matters.

Summary Proceedings No. 6670: Notification date: February 16, 2016. Charges filed: Alleged breach of Section 1, Subsections c), e) and f) of Act No. 19359, integrated into Argentine Central Bank’s Communiqué “A” 5377 (amending point 3 of Annex to Communiqué “A” 5264). Individuals subject to summary proceedings: Banco de Galicia y Buenos Aires S.A. and certain relevant officers. Status of the proceedings: a defense brief was filed and the lack of definition by the most favorable criminal law was put forward. Both are being analyzed by the Argentine Central Bank’s Management Division of Foreign Exchange Litigation Matters.

Summary Proceedings No. 6988: Notification date: August 25, 2016. Charges filed: Alleged breach of Section 1, Subsections c), e) and f) of Act No. 19359, integrated into Argentine Central Bank’s Communiqué “A” 3471, 3826, 5264 and 5265. Individuals subject to summary proceedings: certain relevant officers. Status of the proceedings: a defense brief was filed and the lack of definition by the most favorable criminal law was put forward. Both are being analyzed by the Argentine Central Bank’s Management Division of Foreign Exchange Litigation Matters.

13. Other Liabilities Resulting from Financial Brokerage- Banks and International Entities, and Loans from Domestic Financial Institutions.

The Bank also borrows funds under different credit arrangements from local and foreign banks and international lending agencies as follows:

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

     December 31,  
     2017      2016  

Description

     

Banks and International Entities

     

Contractual long-term Liabilities

     

International Finance Corporation. (I.F.C.)

     844,839        79,251  

Other lines from foreign banks

     54,473        67,152  
  

 

 

    

 

 

 

Total long-term liabilities

   Ps. 899,312      Ps. 146,403  
  

 

 

    

 

 

 

Contractual short-term liabilities:

     

Other lines from foreign banks

     4,131,894        2,066,592  
  

 

 

    

 

 

 

Total short-term liabilities

   Ps. 4,131,894      Ps. 2,066,592  
  

 

 

    

 

 

 

Total Banks and International Entities

   Ps. 5,031,206      Ps. 2,212,995  
  

 

 

    

 

 

 

Loans from Domestic Financial Institutions

     

Contractual long-term liabilities:

     

BICE (Banco de Inversión y Comercio Exterior)

     2,205,789        1,184,213  

Other lines from domestic banks

     14,424        1,194,010  
  

 

 

    

 

 

 

Total long-term liabilities

   Ps. 2,220,213      Ps. 2,378,223  

Contractual short-term liabilities:

     

Other lines from credit from domestic banks

     817,181        1,719,138  
  

 

 

    

 

 

 

Total short-term liabilities

   Ps. 817,181      Ps. 1,719,138  
  

 

 

    

 

 

 

Total Domestic Financial Institutions

   Ps. 3,037,394      Ps. 4,097,361  
  

 

 

    

 

 

 

TOTAL

   Ps. 8,068,600      Ps. 6,310,356  
  

 

 

    

 

 

 

Accrued interest on the above liabilities in the amount of Ps.40,849 and Ps.41,311 as of December 31, 2017 and 2016, respectively, are included in “Others” under the caption “Other Liabilities Resulting from Financial Brokerage” in the accompanying balance sheet.

As of December 31, 2017, maturities of the above long-term liabilities for each of the following five fiscal years and thereafter were as follows:

 

Contractual long-term Liabilities

  

2018

     776,211  

2019

     809,732  

2020

     676,640  

2021

     587,030  

2022

     172,689  

Thereafter

     97,223  
  

 

 

 
     Ps.3,119,525  
  

 

 

 

14. Other Liabilities Resulting from Financial Brokerage—Negotiable Obligations.

The amounts outstanding and the terms corresponding to outstanding negotiable obligations at the dates indicated were as follows, considering their original contractual terms:

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Company

  Date of
Placement
    Currency   Class No.   Face Value     Type (**)   Term     Maturity
Date
   

Rate

  Book Value (*)     Issuance
Authorized
by the
C.N.V.
 
                  12.31.17     12.31.16    

Grupo Financiero Galicia S.A. (***)

    01.30.14     Ps.   V
Series
II
  $ 78,200     Simple    
36
months
 
 
    01.31.17     Variable Badlar + 5.25%     —         81,632       04.25.13  
 

 

 

   

 

 

 

 

 

 

   

 

 

 

 

   

 

 

   

 

 

 

 

   

 

 

   

 

 

 

Grupo Financiero Galicia S.A.(***)

    10.23.14     Ps.   VI
Series
II
  $ 109,845     Simple    
36
months
 
 
    10.23.17     Variable Badlar + 4.25%     —         115,114       10.03.14  
 

 

 

   

 

 

 

 

 

 

   

 

 

 

 

   

 

 

   

 

 

 

 

   

 

 

   

 

 

 

Grupo Financiero Galicia S.A.(***)

    07.27.15     Ps.   VII   $ 160,000     Simple    
24
months
 
 
    07.27.17     (1)     —         164,075       07.16.15  
 

 

 

   

 

 

 

 

 

 

   

 

 

 

 

   

 

 

   

 

 

 

 

   

 

 

   

 

 

 

Banco de Galicia y Bs. As. S.A.

    05.04.11     US$   —     US$

 


300,000

 

 

  Simple    
84
months
 
 
    —       (2)(5)     —         4,685,866       04.14.11  
 

 

 

   

 

 

 

 

 

 

   

 

 

 

 

   

 

 

   

 

 

 

 

   

 

 

   

 

 

 

Banco de Galicia y Bs. As. S.A.

    07.19.16     US$   —     US$

 


250,000

 

 

  Subordinated    

120
months
 
 
(3) 
    —       (4)(5)     4,828,018       4,065,255       06.23.16  
 

 

 

   

 

 

 

 

 

 

   

 

 

 

 

   

 

 

   

 

 

 

 

   

 

 

   

 

 

 

Banco de Galicia y Bs. As. S.A.

    02.17.17     Ps.   —     US$

 


150,537

 

(6) 

  Simple    
36
months
 
 
    —       (5)(7)     2,426,676       —         02.06.17  
 

 

 

   

 

 

 

 

 

 

   

 

 

 

 

   

 

 

   

 

 

 

 

   

 

 

   

 

 

 

Banco de Galicia y Bs. As. S.A.

    05.18.17     Ps.   —     $ 2,000,000     Simple    
36
months
 
 
    —       (5)(8)     2,061,926       —         05.08.17  
 

 

 

   

 

 

 

 

 

 

   

 

 

 

 

   

 

 

   

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

    05.05.15     Ps.   XIV   $ 249,000     Simple    
21
months
 
 
    02.05.17     27.24% fixed up to the ninth month, then variable Badlar + 4.25%     —         72,696       04.15.15  

 

(*) It includes principal and interest, net of eliminations when appropriate.
(**) Not convertible into shares.
(***) Notes merged into by Tarjeta Naranja S.A. following its merger with Tarjetas Cuyanas S.A..
(****) Settled upon maturity.
(1) Annual nominal 27% fixed rate during the first nine months, and variable Badlar rate plus a nominal annual 4.25% rate for the following 15 months.
(2) On May 4, 2017, Banco de Galicia y Buenos Aires S.A. redeemed all outstanding notes due 2018, at a price equal to 100% of their residual face value, plus accrued and unpaid interest up to, but excluding, the redemption date.
(3) Amortization shall be fully made upon maturity, on July 19, 2026, unless redeemed, at the issuers’ option, fully at a price equal to 100% of the outstanding principal plus accrued and unpaid interest.
(4) Fixed 8.25% rate (as from the issuance date to July 19, 2021, inclusively); and margin to be added to the nominal Benchmark Readjustment Rate of 7.156% p.a. to the due date of Notes. Such interest shall be payable semiannually on January 19 and July 19 as from 2017.
(5) The net proceeds from this issuance of notes was applied to investments in working capital, other loans and other uses envisaged by the provisions of the Law on Notes and the Argentine Central Bank regulations.
(6) As specified in the terms and conditions of the issuance, they were converted to Ps.2,360,360 Investor assumes the exchange rate risk since the service of interest and principal is calculated on the basis of the principal amount in Pesos converted into US Dollars on each payment date.
(7) Variable rate equal to the simple arithmetic average of private Badlar rate, plus 2.69%, which will be payable quarterly as from May 17, 2017.

 

F-30


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

(8) Variable rate equal to the simple arithmetic average of private Badlar rate, plus 2.98%, which will be payable quarterly as from August 18, 2017.

 

Company

  Date of
Placement
  Currency   Class No.   Face
Value
  Type
(**)
  Term   Maturity
Date
 

Rate

  Book Value (*)     Issuance
Authorized
by the
C.N.V.
 
                  12.31.17     12.31.16    

Compañía Financiera Argentina S.A.

  07.30.15   Ps.   XV   $210,000   Simple   21
months
  04.30.17   27.99% fixed up to the ninth month, then variable Badlar + 4.50%     —         106,098       07.22.15  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  02.02.16   Ps.   XVI   $300,000   Simple   21
months
  08.02.17   Variable Badlar + 4.50%     —         265,641       01.21.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  05.24.16   Ps.   XVII
Series
I
  $58,333   Simple   18
months
  11.24.17   Minimum 36% fixed up to the third month, then variable Badlar + 4%     —         67,125       05.12.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  05.24.16   Ps.   XVII
Series
II
  $287,500   Simple   36
months
  05.24.19   Minimum 36% fixed up to the sixth month, then variable Badlar + 4.98%     264,945       286,124       05.12.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  08.05.16   Ps.   XVIII   $350,000   Simple   18
months
  02.05.18   Minimum 29.5% fixed up to the third month, then variable Badlar + 2.88%     338,229       354,176       07.29.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  05.08.17   Ps.   XIX
Series
I
  $100,000   Simple   18
months
  11.08.18   Minimum 23.25% fixed up to the third month, then variable Badlar + 2.90%     77,695       —         04.27.17  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  05.08.17   Ps.   XIX
Series
II
  $400,000   Simple   36
months
  05.08.20   Minimum 23% fixed up to the sixth month, then variable Badlar + 3.49%     350,017       —         04.27.17  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  07.25.17   Ps.   XX
Series
I
  $401,667   Simple   18
months
  01.25.19   Minimum 26.5% fixed up to the third month, then variable Badlar + 4.25%     383,881       —         07.14.17  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  07.25.17   Ps.   XX
Series
II
  $348,333   Simple   36
months
  07.25.20   Minimum 26.0% fixed up to the sixth month, then variable Badlar + 4.25%     364,533       —         07.14.17  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  11.07.17   Ps.   XXI
Series
I
  $104,286   Simple   18
months
  05.07.19   Variable Badlar + 4.50%     103,056       —         10.27.17  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Compañía Financiera Argentina S.A.

  11.07.17   Ps.   XXI
Series
II
  $425,000   Simple   36
months
  11.07.20   Variable Badlar + 4.75%     420,266       —         10.27.17  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

 

(*) It includes principal and interest, net of eliminations when appropriate.
(**) Not convertible into shares.

 

F-31


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

                                    Book Value (*)     Issuance
Authorized
by the
C.N.V.
 

Company

  Date of
Placement
  Currency   Class No.   Face
Value
  Type
(**)
  Term   Maturity
Date
 

Rate

  12.31.17     12.31.16    

Tarjeta Naranja S.A.

  01.28.11   US$   XIII   US$

200,000

  Simple   2192
days
  01.28.17   Annual Nominal Fixed at 9%     —         1,098,876       01.14.11  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  02.26.14   Ps.   XXIV
Series II
  $33,500   Simple   1096
days
  02.26.17   Variable Badlar + 5%     —         34,508       02.14.14  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  01.22.15   Ps.   XXVIII
Series II
  $129,000   Simple   731
days
  01.22.17   Variable Badlar + 4.50%     —         26,463       01.09.15  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  04.27.15   Ps.   XXIX   $334,030   Simple   731
days
  04.27.17   27.75% Mixed Rate / Badlar + 4.50%     —         174,170       04.16.15  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  06.29.15   Ps.   XXX   $400,000   Simple   731
days
  06.29.17   27.75% Mixed Rate / Badlar + 4.50%     —         336,693       06.18.15  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  10.19.15   Ps.   XXXI   $370,851   Simple   548
days
  04.19.17   27% Mixed Rate / Badlar + 4.50%     —         188,983       10.07.15  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  01.20.16   Ps.   XXXII   $260,811   Simple   639
days
  10.20.17   Variable Badlar + 4.50%     —         159,225       12.15.15  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  04.13.16   Ps.   XXXIII
Series I
  $133,092   Simple   548
days
  10.13.17   Minimum 37% Rate/Badlar + 4.50%     —         127,583       03.28.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  04.13.16   Ps.   XXXIII
Series II
  $366,908   Simple   1095
days
  04.13.19   Minimum 37% Rate/Badlar + 5.40%     374,489       378,450       03.28.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  06.29.16   Ps.   XXXIV
Series I
  $124,603   Simple   548
days
  12.29.17   Minimum 32% Rate/Badlar +3.38%     —         104,326       06.21.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  06.29.16   Ps.   XXXIV
Series II
  $475,397   Simple   1,461
days
  06.29.20   Minimum 32% Rate/Badlar + 4.67%     472,171       466,443       06.21.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  09.27.16   Ps.   XXXV
Series I
  $225,611   Simple   546
days
  03.27.18   Minimum 26% Rate/Badlar + 2.99%     227,175       224,641       09.15.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  09.27.16   Ps.   XXXV
Series II
  $774,389   Simple   1,461
days
  09.27.20   Minimum 26% Rate/Badlar + 3.99%     757,099       752,188       09.15.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  12.07.16   Ps.   XXXVI
Series I
  $210,571   Simple   547
days
  06.07.18   Minimum 25.25% Rate/Badlar + 3.25%     212,651       195,727       11.23.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  07.12.16   Ps.   XXXVI
Series II
  $636,409   Simple   1,095
days
  12.07.19   Minimum 25.25% Rate/Badlar + 4.00%     625,125       555,599       11.23.16  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  11.04.17   Ps.   XXXVII   $3,845,700   Simple   1,826
days
  04.11.22   Minimum 15% Rate/Badlar + 3.50%     4,023,299       —         03.30.17  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A.

  11.13.17   Ps.   XXXVIII   $503,333   Simple   546
days
  05.13.19   Minimum 15% Rate/MR20 + 4%     516,616       —         11.07.17  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

  02.20.15   Ps.   XIX
Series II
  $75,555   Simple   731
days
  02.20.17   Variable Badlar + 4.95%     —         10,430       02.06.15  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

 

(*) It includes principal and interest, net of eliminations when appropriate.

 

F-32


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

(**)   Not convertible into shares.
(***) Notes merged into by Tarjeta Naranja S.A. following its merger with Tarjetas Cuyanas S.A.

 

Company

  Date of
Placement
    Currency   Class No.   Face
Value
  Type
(**)
  Term   Maturity
Date
 

Rate

  Book Value (*)     Issuance
Authorized
by the
C.N.V.
 
                  12.31.17     12.31.16    

Tarjeta Naranja S.A. (***)

    08.12.15     Ps.   XXI   $232,000   Simple   550
days
  02.12.17   Variable Badlar + 4.50%     —         206,897       07.29.15  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    11.13.15     Ps.   XXII   $300,000   Simple   547
days
  05.13.17   Variable Badlar + 4.25%     —         309,797       11.03.15  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    03.16.16     Ps.   XXIII   $242,000   Simple   549
days
  09.16.17   Minimum 35.5% Rate/Badlar + 4.99%     —         166,130       03.07.16  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    05.05.16     Ps.   XXIV
Series I
  $65,691   Simple   549
days
  11.05.17   Minimum 37% Rate/Badlar + 4.08%     —         68,191       04.22.16  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    05.05.16     Ps.   XXIV
Series
II
  $234,309   Simple   1,095
days
  05.05.19   Minimum 37% Rate/Badlar + 4.98%     207,246       192,163       04.22.16  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    07.26.16     Ps.   XXV   $400,000   Simple   1,461
days
  07.26.20   Minimum 30% Rate/Badlar + 3.94%     419,518       367,786       07.13.16  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    10.24.16     Ps.   XXVI
Series I
  $149,763   Simple   547
days
  04.24.18   Minimum 26% Rate/Badlar + 2.75%     156,939       157,018       10.14.16  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    10.24.16     Ps.   XXVI
Series
II
  $350,237   Simple   1,461
days
  10.24.20   Minimum 26% Rate/Badlar + 4.00%     303,388       367,202       10.14.16  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    02.10.17     Ps.   XXVII
Series
II
  $500,000   Simple   1,095
days
  02.10.20   Minimum 23.5% Rate/Badlar + 3.50%     515,806       —         02.02.17  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    06.09.17     Ps.   XXVIII
Series I
  $128,175   Simple   730
days
  06.09.19   Minimum 25% Rate/Badlar + 3.05%     130,206       —         05.29.17  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjeta Naranja S.A. (***)

    06.09.17     Ps.   XXVIII
Series
II
  $371,825   Simple   1,461
days
  06.09.21   Minimum 25% Rate/Badlar + 3.70%     309,775       —         05.29.17  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Tarjetas del Mar S.A.

    02.19.16     Ps.   I   $150,000   Simple   18
months
  08.19.17   Variable Badlar + 4.50%     —         127,264       02.04.16  
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

Total

                Ps.     20,870,745       17,060,555    
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

   

 

 

 

 

(*)     It includes principal and interest, net of eliminations when appropriate.
(**)     Not convertible into shares.
(***)   Notes merged into by Tarjeta Naranja S.A. following its merger with Tarjetas Cuyanas S.A..

Long-term negotiable obligations as of December 31, 2017 mature as follows:

 

     Maturity Long Term  

2018

     1,012,689  

2019

     2,605,564  

2020

     8,091,400  

2021

     309,775  

2022

     4,023,299  

Thereafter

     4,828,018  
  

 

 

 
     20,870,745  
  

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

15. Balances in Foreign Currency.

The balances of assets and liabilities denominated in foreign currencies (principally in U.S. dollars) were as follows:

 

     December 31,  
     2017      2016  

Assets:

     

Cash and due from banks

   Ps. 34,649,821      Ps. 39,486,988  

Government and Corporate Securities

     5,905,246        1,352,876  

Loans

     38,825,310        17,551,161  

Other receivables resulting from financial brokerage

     9,231,620        8,141,115  

Credits for lease

     311,225        51,105  

Equity investments in other companies

     9,542        8,032  

Miscellaneous receivables

     182,952        158,634  

Unallocated items

     3,223        7,918  

Other assets

     11,441        13,559  
  

 

 

    

 

 

 

Total

   Ps. 89,130,380      Ps. 66,771,388  
  

 

 

    

 

 

 

Liabilities:

     

Deposits

   Ps. 70,397,314      Ps. 51,017,277  

Other liabilities resulting from financial brokerage

     11,847,090        13,287,379  

Miscellaneous liabilities

     37,723        19,369  

Subordinated Negotiable Obligations

     4,828,018        4,065,255  

Unallocated items

     565        7,005  

Other Liabilities

     12,357        —    
  

 

 

    

 

 

 

Total

   Ps. 87,123,067      Ps. 68,396,285  
  

 

 

    

 

 

 

The Group covers its foreign currency mismatch through foreign currency futures transactions. These transactions are carried out through auto-regulated markets (MAE / ROFEX) and with customers.

16. Transactions with Related Parties.

The Group has granted loans to certain related parties including related officers, equity-method investees and consolidated companies. Total loans outstanding as of December 31, 2017 and 2016, amounted to Ps.677,235 and Ps.696,470, respectively, and the change from December 31, 2016 to December 31, 2017, reflects payments amounting to Ps.378,640 and advances of Ps.350,891. Furthermore, there were foreign exchange differences of Ps.8,514 on the above-mentioned portfolio between those dates.

Such loans were made in the ordinary course of business at normal credit terms, including interest rates and collateral requirements, and, in management’s opinion, such loans represent normal credit risk.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

17. Detail of Statement of Income Accounts.

 

     December 31,  
     2017      2016      2015  

Financial Income

        

Interest on other receivables resulting from financial brokerage:

        

Interest on purchased certificates of deposits

     40,714        14,261        745  

Advance payment leasing

     2,958        1,119        50,688  

Other

     132,297        90,653        47,881  
  

 

 

    

 

 

    

 

 

 
   Ps. 175,969      Ps. 106,033      Ps. 99,314  
  

 

 

    

 

 

    

 

 

 

Other:

        

Premiums on forward purchases of Government securities under repos

     791,796        284,283        97,190  

Interest on pre-export and export financing

     715,997        277,704        68,607  

Result from other credits by financial brokerage

     5,516        25,208        13,053  

Net position of forward transactions in pesos

     —          3,886        917,425  

Other

     28        1,047        —    
  

 

 

    

 

 

    

 

 

 
   Ps. 1,513,337      Ps. 592,128      Ps. 1,096,275  
  

 

 

    

 

 

    

 

 

 

Financial Expenses

        

Interest on other liabilities resulting from financial brokerage:

        

Interest on negotiable obligations

     3,477,247        2,365,869        1,471,835  

Interest on other liabilities resulting from financial brokerage from other banks and international entities

     420,706        690,467        353,914  
  

 

 

    

 

 

    

 

 

 
   Ps. 3,897,953      Ps. 3,056,336      Ps. 1,825,749  
  

 

 

    

 

 

    

 

 

 

Other interest:

        

Interest for other deposits

     543,017        58,018        181,489  

Other

     —          —          1,151  
  

 

 

    

 

 

    

 

 

 
   Ps. 543,017      Ps. 58,018      Ps. 182,640  
  

 

 

    

 

 

    

 

 

 

Other:

        

Premiums on repo transactions

     230,721        102,894        52,054  

Contributions and taxes on financial income

     3,253,642        2,640,087        1,614,130  

Net position of forward transactions in pesos

     390,270        196,248        —    

Other

     143,488        10,307        30,309  
  

 

 

    

 

 

    

 

 

 
   Ps. 4,018,121      Ps.  2,949,536      Ps.  1,696,493  
  

 

 

    

 

 

    

 

 

 

Income from services

        

Other:

        

Commissions on credit cards

     8,967,166        6,894,873        5,263,898  

Safe deposit box

     320,727        229,368        192,749  

Insurance premiums

     337,224        407,732        420,111  

Other

     3,397,043        2,191,113        1,129,715  
  

 

 

    

 

 

    

 

 

 
   Ps.  13,022,160      Ps. 9,723,086      Ps. 7,006,473  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

     December 31,  
     2017      2016      2015  

Expenses from services

        

Other:

        

Gross revenue taxes

     1,277,100        934,350        793,024  

Linked with credit cards

     1,672,849        1,054,512        659,566  

Other

     1,408,252        1,024,794        694,254  
  

 

 

    

 

 

    

 

 

 
   Ps.  4,358,201      Ps.  3,013,656      Ps.  2,146,844  
  

 

 

    

 

 

    

 

 

 

Administrative expenses

        

Other operating expenses:

        

Rentals

     606,155        474,116        334,494  

Electricity and communications

     669,956        459,524        307,500  

Maintenance and repair expenses

     732,346        476,022        351,997  

Security Services

     738,911        501,107        401,632  

Other operating expenses

     198,016        195,319        133,730  
  

 

 

    

 

 

    

 

 

 
   Ps. 2,945,384      Ps. 2,106,088      Ps. 1,529,353  
  

 

 

    

 

 

    

 

 

 

Miscellaneous income

 

Other:

        

Income from Sale of Bank Premises and Equipment

     24,546        170,873        10,139  

Income from Transactions with Miscellaneous Assets

     —          1,796        24,562  

Leases

     2,851        2,689        2,388  

Adjustments and Interest on miscellaneous receivables

     277,178        323,770        234,508  

Others

     14,322        260,257        183,690  
  

 

 

    

 

 

    

 

 

 
     Ps 318,897      Ps. 759,385      Ps. 455,287  
  

 

 

    

 

 

    

 

 

 

Miscellaneous losses

        

Other:

        

Adjustment to Interest on Miscellaneous Liabilities

     1,236        2,647        1,134  

Donations

     62,744        45,353        33,338  

Turnover Tax

     114,573        45,080        24,940  

Claims

     123,983        78,166        42,810  

Administrative, disciplinary and criminal penalties

     —          —          1,418  

Others

     489,262        149,834        90,797  
  

 

 

    

 

 

    

 

 

 
     Ps 791,798      Ps. 321,080      Ps. 194,437  
  

 

 

    

 

 

    

 

 

 

18. Income Taxes.

Income tax for the fiscal years ended December 31, 2017, 2016 and 2015, amounted to Ps.4,954,967, Ps.3,352,541 and Ps.2,801,424, respectively. The statutory income tax rate for all the fiscal years presented was 35%.

As of December 31, 2017 and 2016, the consolidated Group’s MPIT available to credit against future income tax amounts to Ps.8,912 and Ps.9,424, respectively, and is recognized as Miscellaneous Receivables in the consolidated balance sheet.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The breakdown of outstanding tax credits and their probable expiration dates are detailed below:

 

Date of Generation

   Tax Credit as of
December 31,
     Expiration
Date
 
   2017      2016     

2006

     —          148        2016  

2007

     51        319        2017  

2008

     214        363        2018  

2009

     583        583        2019  

2010

     691        1,629        2020  

2011

     401        1,458        2021  

2012

     952        1,714        2022  

2013

     1,414        1,881        2023  

2014

     2,042        2,306        2024  

2015

     2,640        3,646        2025  

2016

     18        18        2026  

2017

     2               2027  
  

 

 

    

 

 

    

 

 

 
     9,008        14,065     
  

 

 

    

 

 

    

Allowances for non recoverable MPIT assets

     (96      (4,641   
  

 

 

    

 

 

    

Total

     8,912        9,424     
  

 

 

    

 

 

    

19. Shareholders´ Equity and Restrictions Imposed on the Distribution of Dividends.

The Argentine Central Bank regulations require that 20% of the profits shown in the Income Statement at fiscal year-end, plus (or less), the adjustments made in previous fiscal years and, less, if any, the loss accumulated at previous fiscal year-end, be allocated to the legal reserve.

This proportion applies regardless of the ratio of the Legal Reserve fund to Capital Stock. Should the Legal Reserve be used to absorb losses, earnings shall be distributed only if the value of the Legal Reserve reaches 20% of the Capital Stock plus the Capital Adjustment.

The Argentine Central Bank sets rules for the conditions under which financial institutions can make distributions of profits. According to these rules, profits can be distributed as long as results of operations are positive after deducting not only the Reserves, which may be legally and statutory required, but also the following items from Unappropriated Retained Earnings: The difference between the book value and the market value of public sector assets and/or debt instruments issued by the Argentine Central Bank not valued at market price, the amounts capitalized for lawsuits related to deposits and any unrecorded adjustments required by the external auditors or the Argentine Central Bank.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Moreover, in order that a financial institution be able to distribute profits, said institution must comply with the capital adequacy rule, i.e. with the calculation of minimum capital requirements and the regulatory capital.

For these purposes, this shall be done by deducting from its assets and Unappropriated Retained Earnings all the items mentioned in the paragraph above.

Moreover, in such calculation, a financial institution shall not be able to compute the temporary reductions that affect minimum capital requirements, computable regulatory capital or its capital adequacy.

Since January 2016, the Argentine Central Bank determined that banks shall meet an additional capital conservation buffer apart from the minimum capital requirement equal to 3.5% of risk-weighted assets. This shall be made up only of Tier 1 Common Capital, net of deductible items. Distribution of profits shall be restricted when the Bank’s computable regulatory capital level and structure is within the range of the capital conservation buffer.

Distribution of profits shall require the prior authorization of the Argentine Central Bank’s Superintendent of Financial and Foreign Exchange Institutions, whose intervention shall have the purpose of verifying the aforementioned requirements have been fulfilled.

In addition to the aforementioned restrictions established by the Argentine Central Bank, which are applicable to Banco de Galicia y Buenos Aires S.A. and Compañía Financiera Argentina S.A., pursuant to Section 70 of the Argentine General Corporations Law, stock companies shall establish a reserve not lower than 5% of the realized and liquid profits shown in the Income Statement for the fiscal year, until 20% of the corporate capital is reached. In the event that said reserve is reduced for any reason, no profits can be distributed until its total refund.

Tarjeta Naranja S.A.’s Ordinary and Extraordinary Shareholders’ Meeting held on March 16, 2006 decided to set the maximum limit for the distribution of dividends at 25% of the realized and liquid profits of each fiscal year. This restriction shall remain in force as long as the company’s shareholders’ equity is below Ps. 300,000.

Tarjeta Naranja S.A. has agreed, pursuant to the terms and conditions of the Class XXXVII Negotiable Obligation not to distribute dividends that may exceed 50% of the company’s net income. This restriction also applies in the case there is any excess on certain indebtedness ratios.

20. Minimum Capital.

Grupo Financiero Galicia is not subject to the minimum capital requirements established by the Argentine Central Bank.

In addition, Grupo Financiero Galicia meets the minimum capital requirements established by the Corporations Law, which amount to Ps. 100.

Pursuant to Argentine Central Bank regulations, Banco Galicia is required to maintain a minimum capital, which is calculated by weighting the risks related to assets and to the balances of bank premises and equipment and miscellaneous and intangible assets.

As called for by Argentine Central Bank regulations, as of December 31, 2017 and 2016, the minimum capital requirements were as follows:

 

     Minimum Capital      Computable Capital     Computable Capital
as a % of Minimum
Capital
 

December 31, 2017

   Ps. 22,609,739      Ps. 29,529,369 (*)      130.60  

December 31, 2016

   Ps. 15,258,350      Ps. 22,009,550       144.25  

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The Argentine Central Bank decided that Banco de Galicia y Buenos Aires S.A. should be considered, for all purposes, a Domestic Systemically Important Bank (D-SIB). Consequently, since January 2016, the Bank is required to meet an additional capital conservation buffer apart from the minimum capital requirement, equal to 3.5% of risk-weighted assets. The Argentine Central Bank also provided for that, since June 2015, equity investments in companies devoted to the issuance of credit, debit and similar cards shall be deducted from the Computable Regulatory Capital (R.P.C.), progressively, reaching 100% in June 2018.

(*) On January 11, 2018, the Argentine Central Bank approved the payment of capital for an aggregate amount of Ps.10,000,000 for Banco de Galicia y Buenos Aires S.A. Therefore, its computation for regulatory purposes will be effective since the date of approval.

21. Earnings per Share.

The Company is required to present earnings per share information for all periods presented. Basic earnings per share (“basic EPS”) are computed by dividing the net income for the year by the weighted-average number of common shares outstanding during the year (1,332,617, 1,300,265 and 1,300,265 for the fiscal years ended December 31, 2017, 2016 and 2015, respectively).

Basic EPS for the fiscal years ended December 31, 2017, 2016 and 2015, were, 6.251, 4.628 and 3.337, respectively.

There are no dilutive financial instruments outstanding for any of the fiscal years presented.

22. Contribution to the Deposit Insurance System.

Law No. 24,485 and Decree No. 540/95 established the creation of the Deposit Insurance System to cover the risk attached to bank deposits, in addition to the system of privileges and safeguards envisaged in the Financial Institutions Law.

The National Executive Branch through Decree No. 1127/98 dated September 24, 1998 established the maximum amount for this insurance system to demand deposits and time deposits denominated either in Pesos and/or in foreign currency. Such amount was currently set at Ps.450.

This system does not cover deposits made by other financial institutions (including time deposit certificates acquired through a secondary transaction), deposits made by parties related to Banco Galicia, either directly or indirectly, deposits of securities, acceptances or guarantees and those deposits set up at an interest rate exceeding the one established regularly by the Argentine Central Bank based on a daily survey conducted by it. Also excluded are those deposits whose ownership has been acquired through endorsement and those placements made as a result of incentives other than the interest rate. This system has been implemented through the creation of the Deposit Insurance Fund (“FGD”), which is managed by a company called Seguros de Depósitos S.A. (SEDESA). The shareholders of SEDESA are the Argentine Central Bank and the financial institutions, in the proportion determined for each one by the Argentine Central Bank based on the contributions made to the fund.

The monthly contribution institutions had to make to the FGD was 0.015% on the monthly average of total deposits.

Effective since January 20, 2018, there was an increase in the reference rate cap for time deposits and long-term investments covered by the deposit insurance, excluding such deposits which interest rate thresholds are distorted by incentives or additional interest.

As of December 31, 2017, 2016 and 2015, the standard contribution to the Deposits Insurance System amounted to Ps.277,728, Ps.314,515 and Ps.497,258, respectively, recorded in the Consolidated Statements of Income in Financial Expenses under the caption “Contributions made to Deposit Insurance Fund”.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

23. Balance Sheet and Statement of Income.

The presentation of financial statements according to the Argentine Central Bank rules differs significantly from the format required by the Securities and Exchange Commission under Rules 210.9 to 210.9-07 of Regulation S-X (Article 9).

The following balance sheet presents Grupo Financiero Galicia’s balance sheet as of December 31, 2017 and 2016, as if they had followed Article 9 balance sheet disclosure requirements using Argentine Banking GAAP, including the assets and liabilities of the financial trust which had been consolidated.

 

     December 31,  
     2017     2016  

Assets:

    

Cash and due from banks

   Ps. 56,331,609     Ps. 60,771,270  

Interest-bearing deposits in other banks

     269,278       1,227,101  

Federal funds sold and securities purchased under resale agreements or similar agreements

     9,613,635       —    

Trading account assets

     40,660,530       17,035,536  

Investment securities

     6,833,472       5,383,378  

Loans

     193,734,063       134,015,190  

Advances

     12,691,624       10,462,820  

Promissory notes

     37,318,221       25,966,013  

Mortgage loans

     5,713,233       2,178,236  

Pledge loans

     1,077,873       677,879  

Personal loans

     22,076,734       12,550,302  

Credit card Loans

     84,781,451       70,420,275  

Others

     30,074,927       11,759,665  

Allowances for loan losses

     (5,973,692     (4,342,255

Miscellaneous receivables

     3,078,996       2,512,395  

Bank Premises and Equipment

     4,410,813       2,833,880  

Intangible Assets

     3,478,175       2,521,217  

Other assets

     19,981,737       14,328,153  

Discontinued Operations

     8,551,399       5,925,331  
  

 

 

   

 

 

 

Total assets

   Ps. 340,970,015     Ps. 242,211,196  
  

 

 

   

 

 

 

Liabilities and Shareholders’ Equity:

    

Deposits

   Ps. 199,241,541     Ps. 149,345,650  

Short-term borrowing

     4,335,769       3,320,877  

Other liabilities

     2,335,426       1,590,009  

Amounts payable for spot and forward purchases to be settled

     7,263,293       7,680,190  

Other liabilities resulting from financial brokerage

     50,172,398       30,713,405  

Long-term debt

     20,257,781       17,244,201  

Miscellaneous Liabilities

     8,147,922       5,457,586  

Contingent liabilities

     679,179       341,931  

Discontinued Operations

     7,301,363       4,702,460  
  

 

 

   

 

 

 

Total Liabilities

     299,734,672       220,396,309  
  

 

 

   

 

 

 

Common Stock

     1,426,765       1,300,265  

Other reserves and retained earnings

     37,873,439       19,052,433  

Non-controlling Interest

     1,935,139       1,462,189  

Total Equity

     41,235,343       21,814,887  
  

 

 

   

 

 

 

Total Liabilities and Equity

   Ps. 340,970,015     Ps. 242,211,196  
  

 

 

   

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The statement of income presented below discloses the categories required by Article 9 using Argentine Banking GAAP:

 

     December 31,  
     2017      2016      2015  

Interest income:

        

Interest and fees on loans

   Ps. 33,164,060      Ps. 27,631,451      Ps. 18,946,163  

Interest on other receivables from financial brokerage

     1,252,442        634,899        387,989  

Trading account interest

     5,047,262        4,937,017        3,669,343  
  

 

 

    

 

 

    

 

 

 

Total interest income

   Ps. 39,463,764      Ps. 33,203,367      Ps. 23,003,495  
  

 

 

    

 

 

    

 

 

 

Interest expense

        

Interest on deposits

     10,936,071        13,053,942        8,453,101  

Interest on securities sold under agreements to repurchase

     222,853        84,595        38,746  

Interest on short-term liabilities from financial intermediation

     114,755        82,205        132,458  

Interest on long-term liabilities from financial intermediation

     4,138,048        3,167,231        1,949,656  
  

 

 

    

 

 

    

 

 

 

Total interest expense

     15,411,727        16,387,973        10,573,961  
  

 

 

    

 

 

    

 

 

 

Net interest income

     24,052,037        16,815,394        12,429,534  
  

 

 

    

 

 

    

 

 

 

Provision for loan losses, net of reversals

     4,243,715        2,877,077        1,577,852  
  

 

 

    

 

 

    

 

 

 

Net interest income after provision for loan losses

   Ps. 19,808,322      Ps. 13,938,317      Ps. 10,851,682  
  

 

 

    

 

 

    

 

 

 

Non-interest income:

        

Commissions

   Ps. 21,821,227      Ps. 16,024,655      Ps. 11,010,395  

Income from equity in other companies

     221,104        80,419        100,126  

Premiums and commissions on insurance business

     2,056,170        2,451,943        1,801,404  

Other

     1,984,656        1,555,594        1,658,074  
  

 

 

    

 

 

    

 

 

 

Total non-interest income

   Ps. 26,083,157      Ps. 20,112,611      Ps. 14,569,999  
  

 

 

    

 

 

    

 

 

 

Non-interest expense:

        

Commissions

     5,271,157        4,102,471        2,796,987  

Salaries and social security charges

     10,109,929        7,761,661        5,778,148  

Fees and external administrative services

     2,360,238        1,811,490        1,340,950  

Depreciation of bank premises and equipment

     463,230        285,694        206,979  

Personnel services

     526,811        347,750        246,666  

Rentals

     457,912        355,336        251,418  

Electricity and communications

     622,016        420,743        280,788  

Advertising and publicity

     814,337        700,641        509,333  

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

     December 31,  
     2017      2016      2015  

Taxes

     6,838,589        5,386,225        3,931,405  

Amortization of organization and development expenses

     625,471        709,039        603,799  

Maintenance and repair expenses

     662,617        413,729        305,531  

Amortization of “Amparo claims”

     15,389        12,504        4,308  

Other Provisions and reserves

     145,988        154,909        409,917  

Other

     3,224,599        2,300,545        1,549,374  
  

 

 

    

 

 

    

 

 

 

Total non-interest expense

   Ps. 32,138,283      Ps. 24,762,737      Ps. 18,215,603  

Income before tax expense

     13,753,196        9,288,191        7,206,078  

Income tax expense

     4,797,522        3,209,120        2,662,131  
  

 

 

    

 

 

    

 

 

 

Net Income

   Ps. 8,955,674      Ps. 6,079,071      Ps. 4,543,947  
  

 

 

    

 

 

    

 

 

 

Less: Net income attributable to non-controlling interest

     626,205        403,168        364,558  
  

 

 

    

 

 

    

 

 

 

Discontinued Operations

     —          341,974        159,008  
  

 

 

    

 

 

    

 

 

 

Net Income attributable to Controlling interest

   Ps. 8,329,469      Ps. 6,017,877      Ps. 4,338,397  
  

 

 

    

 

 

    

 

 

 

Basic EPS

     6.251        4.628        3.337  
  

 

 

    

 

 

    

 

 

 

Diluted EPS

     6.251        4.628        3.337  
  

 

 

    

 

 

    

 

 

 

The carrying value and market value of each classification of Investment securities in the Article 9 balance sheet were as follows:

 

     December 31, 2017      December 31, 2016  
     Carrying value      Unrealized      Market
value
     Carrying value      Unrealized      Market
value
 
      Gains      Losses            Gains      Losses     

Galtrust I

     96,481        1,664        —          140,652        504,874        284,182        —          540,858  

Other assets

     6,736,991        15,615        —          6,741,589        4,880,659        —          —          4,882,587  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL

   Ps. 6,833,472        17,279        —          6,882,241      Ps. 5,385,533        284,182        —          5,423,445  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The maturities as of December 31, 2017, of the Investment securities included in the Article 9 balance sheet were as follows:

 

     December 31, 2017  
     Carrying
Value
     Maturing
within

1 year
     Maturing
after 1 year
but within

5 years
     Maturing
after

5 years but
within 10
years
     Maturing
after

10 years
 

Galtrust I

     96,481        96,481        —          —          —    

Other assets

     6,736,991        5,851,576        747,117        110,098        28,200  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL

   Ps. 6,833,472      Ps. 5,948,057      Ps. 747,117      Ps. 110,098      Ps. 28,200  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table presents realized gains and losses from AFS securities:

 

Year ended December 31,

   2017      2016      2015  

Gross realized gains

     —          —          —    

Net unrealized gains / (losses)

     (266,903      (183,138      (95,924

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

24. Operations by Geographical Segment.

The main financial information, classified by country where transactions originate, is shown below. Most of the transactions originated in the Republic of Uruguay were with Argentine citizens and enterprises, and were denominated in U.S. dollars. Transactions between different geographical segments have been eliminated for the purposes of this Note.

 

     December 31,  
     2017     2016     2015  

Total revenues:(*)

      

Republic of Argentina

   Ps. 71,251,654     Ps. 57,796,364     Ps. 41,051,946  

Republic of Uruguay

     —         —         6,460  

Net income (loss), net of monetary effects allocable to each country:

      

Republic of Argentina

     8,329,469       6,017,877       4,356,218  

Republic of Uruguay

     —         —         (17,821

Total assets:

      

Republic of Argentina

     341,012,560       242,250,624       161,706,894  

Republic of Uruguay

     —         —         41,109  

Bank Premises and Equipment

      

Republic of Argentina

     4,469,499       2,873,552       2,079,085  

Republic of Uruguay

       —         —    

Miscellaneous assets

      

Republic of Argentina

     623,762       1,221,237       820,073  

Republic of Uruguay

     —         —         —    

Goodwill

      

Republic of Argentina

     —         5,642       15,316  

Republic of Uruguay

     —         —         —    

Other intangible assets

      

Republic of Argentina

     3,577,022       2,576,613       2,010,528  

Republic of Uruguay

     —         —         —    

Geographical segment assets as a percentage of total assets

      

Republic of Argentina

     100.00     100.00     99.97

Republic of Uruguay

     —         —         0.03

 

(*) The caption Total revenues includes financial income, income from services, income from insurance activities and miscellaneous income.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

25. Financial Instruments with Off-Balance Sheet Risk.

The Group has been party to financial instruments with off-balance sheet risk in the normal course of its business in order to meet the financing needs of its customers. These instruments expose the Bank to credit risk above and beyond the amounts recorded in the consolidated balance sheets. These financial instruments include commitments to extend credit, standby letters of credit, guarantees granted and acceptances.

The Group uses the same credit policies in making commitments, conditional obligations and guarantees as it does for granting loans. In management´s opinion, the Group´s outstanding commitments and guarantees do not represent unusual credit risk.

The Group’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for commitments to extend credit, standby letters of credit, guarantees granted and acceptances is represented by the contractual notional amount of those investments.

A summary of the credit exposure related to these items is shown below:

 

     December 31,  
     2017      2016  

Commitments to extend credit

   Ps. 11,465,185      Ps. 9,094,205  

Standby letters of credit

     1,358,550        650,461  

Guarantees granted

     2,375,979        1,134,828  

Acceptances

     456,567        586,180  

Commitments to extend credit are agreements to lend to a customer at a future date, subject to the meeting of the contractual terms. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent actual future cash requirements of the Group. The Group evaluates each customer’s creditworthiness on a case-by-case basis. In addition to the above commitments, as of December 31, 2017 and 2016, the available purchase limits for credit card holders amounted to Ps.259,575,885 and Ps.200,917,969, respectively.

Standby letters of credit and guarantees granted are conditional commitments issued by the Group to guarantee the performance of a customer to a third party.

Acceptances are conditional commitments for foreign trade transactions.

The credit risk involved in issuing letters of credit and granting guarantees is essentially the same as that involved in extending loan facilities to customers. In order to grant guarantees to its customers, the Group may require counter-guarantees. These financial customer guarantees are classified by type, as follows:

 

     December 31,  
     2017      2016  

Preferred counter-guarantees

   Ps. 45,400      Ps. 60,648  

Other counter-guarantees

     319,349        241,575  

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The Group accounts for checks drawn on it and other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until such time when the related item clears or is accepted. In management’s opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process were as follows:

 

     December 31,  
     2017      2016  

Checks drawn on the Bank

   Ps. 2,106,757      Ps. 2,013,574  

Checks drawn on the other Bank

     3,084,228        2,559,608  

Bills and other items for collection

     23,037,677        18,309,418  

As of December 31, 2017 and 2016, the trusts’ funds amounted to Ps.8,916,957 and Ps.8,182,699, respectively.

In addition, the Group had securities and other financial assets in custody, which as of December 31, 2017 and 2016, amounted to Ps.374,811,139 and Ps.258,872,060, respectively.

As of December 31, 2017, the Group also has off-balance sheet contractual obligations arising from the leasing of certain properties used as a part of its distribution network. The estimated future lease payments in connection with these properties are as follows:

 

2018

     534,354  

2019

     487,213  

2020

     422,175  

2021

     324,681  

2022

     240,089  

2023 and After

     731,001  
  

 

 

 

Total

     2,745,515  
  

 

 

 

26. Derivative Financial Instruments.

The Group’s management of financial risks is carried out within the limits of the policies approved by the Board of Directors. Under those policies, derivatives are allowed, depending on market conditions, to adjust risk exposures to the established limits, thus contributing to keep such exposures within the parameters set forth by said policies. The Group plans to continue to use these instruments in the future, as long as their use is favorably assessed, in order to limit certain risk exposures.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The derivative instruments held by the Group as of December 31, 2017 and 2016 were as follows:

 

Type of Contract

   Underlying    Average
Weighted
Maturity
Term
   Notional
Amount as

of
December 31,
2017
     Net Book
Value as of
December 31,
2017 Asset /
(Liability)
    Net Book
Value as of
December

31, 2016
Asset /
(Liability)
    Fair
Value as
of
December

31, 2017
    Fair Value
as of
December

31, 2016
 
                 
                 

FORWARDS (a)

 

- Purchases

   Foreign
currency
   4 months      20,417,503        512,875       107,661       512,875       107,661  

- Sales

   Foreign
currency
   4 months      18,726,582        (521,765     (121,511     (521,765     (121,511

FORWARDS (b) clients

 

-Purchases

   Foreign
currency
   4 months      395,014        12,474       3,626       12,474       3,626  

- Sales

   Foreign
currency
   6 months      3,706,769        (51,453     (19,502     (51,453     (19,502

INTEREST RATE SWAP (c)

              

- Variable for fixed interest rate

   Other    19 months      1,000        —         —         —         —    

REPURCHASE AGREEMENT TRANSACTION

                 

- Purchases

   National
government
securities
   - months      1,132,573        —         —         —         —    

- Sales

   National
government
securities
   - months      9,697,406        —         —         —         —    

 

(a) These transactions are made through recognized exchange markets, such as Mercado Abierto Electrónico (MAE) and Mercado a Término de Rosario (ROFEX).

The general settlement method for these transactions does not require delivery of the traded underlying notional, rather, settlement is carried out on a daily basis for the difference, if any, between the closing price of the underlying and the closing price or value of the underlying corresponding to the previous day, the difference in price being charged to income.

 

(b) These transactions have been conducted directly with customers. The Group records under “Other Receivables from Financial Brokerage” and / or “Other Liabilities Resulting from Financial Brokerage”, as the case may be, the difference between the agreed foreign currency exchange rate and an average between such exchange rate at the end of the year according with the future prices published by ROFEX and MAE.

 

(c) These transactions are conducted within the environment created by the MAE, and the settlement thereof is carried out on a monthly basis, in pesos, for the difference between the cash flows calculated using a variable rate (Badlar for time deposits of 30 to 35 days of private banks) and the cash flows calculated using a fixed rate, or vice versa, on the notional value traded, the difference in price being charged to income.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

In case accrued balances pending settlement exist, they are recorded under “Other Receivables from Financial Brokerage” and/or “Other Liabilities Resulting from Financial Brokerage”, as the case may be.

27. Disclosure about Fair Value of Financial Instruments.

These estimates were made at the end of December 2017 and 2016. Because some of the Bank´s financial instruments do not have a ready trading market from which to determine a fair value, the disclosures are based upon estimates regarding economic and current market conditions and risk characteristics. Such estimates are subjective and involve matters of judgment and, therefore, are not precise and may not be reasonably comparable to estimates of fair value for similar instruments made by other financial institutions.

To measure fair values of financial instruments, a hierarchy has been established which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs.This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities, as follows:

 

    Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

    Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 2 – inputs include the following:

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets;

c) Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means.

 

    Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The estimated fair values do not include the value of assets and liabilities not considered financial instruments.

In order to determine the fair value, cash flows were discounted for each category or group of loans having similar characteristics, based on credit risk, guarantees and/or maturities, using rates offered for similar loans by the Bank as of December 31, 2017 and 2016, respectively.

 

     2017     

 

 
     Book Value      Fair Value      Level 1      Level 2      Level 3  

Derivative activities: (see Note 26)

              

Assets

   Ps. 525,349      Ps. 525,349      Ps. —        Ps. 525,349      Ps. —    

Liabilities

     573,218        573,218        —          573,218        —    

Non derivative activities:

              

Assets:

              

Cash and due from banks (1)

   Ps. 56,659,196      Ps. 56,659,196      Ps. 56,659,196      Ps. —        Ps. —    

Government and Corporate securities (2)

     38,770,736        38,768,198        38,602,983        —          165,215  

At market value

     23,812,196        23,812,196        23,812,196        —          —    

At acquisition cost plus IRR

     14,947,284        14,944,746        14,779,531        —          165,215  

Corporate Securities

     11,256        11,256        11,256        —          —    

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Loans (3)

     197,335,168        201,155,700        —          —          201,155,700  

Others (4)

     32,986,979        33,027,981        7,353,386        —          25,674,595  

Liabilities:

              

Deposits (5)

   Ps. 203,450,563      Ps. 203,294,049      Ps. —        Ps. —        Ps. 203,294,049  

Other liabilities resulting from financial Intermediation:

              

Banks and international entities and Loans from Domestic Financial Institutions (6) and

              

Negotiable obligations (7)

   Ps. 29,024,444      Ps. 28,093,915      Ps. —        Ps. —        Ps. 28,093,915  

Others (8)

   Ps. 51,745,438      Ps. 51,672,299      Ps. —        Ps. —        Ps. 51,672,299  
     2016                       
     Book Value      Fair Value      Level 1      Level 2      Level 3  

Derivative activities: (see Note 26)

              

Assets

   Ps. 111,287      Ps. 111,287      Ps. —          Ps.111,287      Ps. —    

Liabilities

     141,013        141,013        —          141,013        —    

Non derivative activities:

              

Assets:

              

Cash and due from banks (1)

   Ps. 61,166,250      Ps. 61,166,250      Ps. 61,166,250      Ps. —        Ps. —    

Government securities (2)

     13,700,800        13,706,704        12,341,800        1,070,472        294,432  

At market value

     4,804,963        4,804,963        4,804,963        —          —    

At acquisition cost plus IRR

     8,895,837        8,901,741        7,536,837        1,070,472        294,432  

Loans (3)

     137,451,655        141,372,704        —          —          141,372,704  

Others (4)

     18,302,805        18,340,069        2,391,860        29,152        15,919,058  

Liabilities:

              

Deposits (5)

   Ps. 151,688,147      Ps. 151,665,844      Ps. —        Ps. —        Ps. 151,665,844  

Other liabilities resulting from financial Intermediation:

              

Banks and international entities and Loans from Domestic Financial Institutions (6) and

              

Negotiable obligations (7)

   Ps. 23,560,702      Ps. 23,496,503      Ps. —        Ps. —        Ps. 23,496,503  

Others (8)

   Ps. 34,091,938      Ps. 34,056,130      Ps. —        Ps. —        Ps. 34,056,130  

Quantitative information about Level 3 Fair Value Measurements

The following table provides quantitative information about the valuation techniques and significant unobservable inputs used in the valuation of substantially all of our Level 3 assets and liabilities measured at fair value on a recurring basis for which we use an internal model.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Description    Fair Value      Valuation    December 31, 2017     Range
            Tecnique    Unobservable input      

Assets

          

Government securities

     165,215      Income Approach      Yield Curve in pesos     19.26% - 27.20%
      (Discounted cash flow)      Yield Curve in foreing currency     0.72% - 5.20%

Loans

     201,155,700      Income Approach      Yield Curve in pesos     19.26% - 27.20%
      (Discounted cash flow)      Yield Curve in foreing currency     0.72% - 5.20%

Others

     25,674,595      Income Approach      Yield Curve in pesos     19.26% - 27.20%
      (Discounted cash flow)      Yield Curve in foreing currency     0.72% - 5.20%

Liabilities

          

Deposits

     203,294,049      Income Approach      Yield Curve in pesos     19.26% - 27.20%
      (Discounted cash flow)      Yield Curve in foreing currency     0.72% - 5.20%

Domestic Financial Institutions and Negotiable Obligations

     28,093,915      Income Approach      Yield Curve in pesos     19.26% - 27.20%
      (Discounted cash flow)      Yield Curve in foreing currency     0.72% - 5.20%

Others

     51,672,299      Income Approach      Yield Curve in pesos     19.26% - 27.20%
      (Discounted cash flow)      Yield Curve in foreing currency     0.72% - 5.20%
Description    Fair Value      Valuation    December 31, 2016     Range
            Tecnique    Unobservable input      

Assets

          

Government securities

     294,432      Income Approach      Yield Curve in pesos     23.8255% - 23.9769%
      (Discounted cash flow)      Yield Curve in foreing currency     2.92% - 6.86%

Loans

     141,372,704      Income Approach      Yield Curve in pesos     20.68% - 22.53%
      (Discounted cash flow)      Yield Curve in foreing currency     0.82% - 6.41%

Others

     15,919,058      Income Approach      Yield Curve in pesos     20.68% - 22.53%
      (Discounted cash flow)      Yield Curve in foreing currency     0.82% - 6.41%

Liabilities

          

Deposits

     151,665,844      Income Approach      Yield Curve in pesos     20.68% - 22.53%
      (Discounted cash flow)      Yield Curve in foreing currency     0.82% - 6.41%

Domestic Financial Institutions and Negotiable Obligations

     23,496,503      Income Approach      Yield Curve in pesos     20.68% - 22.53%
      (Discounted cash flow)      Yield Curve in foreing currency     0.82% - 6.41%

Others

     34,056,130      Income Approach      Yield Curve in pesos     20.68% - 22.53%
      (Discounted cash flow)      Yield Curve in foreing currency     0.82% - 6.41%

The following is a description of the estimating techniques applied:

(1) Cash and due from banks: By definition, cash and due from banks are short-term and do not possess credit loss risk. The carrying values as of December 31, 2017 and 2016 are a reasonable estimate of fair value and are classified within level 1 of the valuation hierarchy.

 

F-49


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

(2) Government and Corporate securities: As of December 31, 2017 and 2016 holdings correspond to government bonds and securities issued by Argentine Central Bank

Where quoted prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities include national and government bonds, instruments issued by Argentine Central Bank and corporate securities. When no quoted prices are available in an active market, fair value is classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year.

(3) Loans: The fair values of loans are estimated for groups of similar characteristics, including type of loan, credit quality incorporating the credit risk factor. For floating- or adjustable-rate loans, which mature or are repriced within a short period of time, the carrying values are considered to be a reasonable estimate of fair values. For fixed-rate loans, market prices are not generally available and the fair values are estimated discounting the estimated future cash flows based on the contracted maturity of the loans. The discount rates are based on the current market rates corresponding to the applicable maturity. For nonperforming loans, the fair values are generally determined on an individual basis by discounting the estimated future cash flows and may be based on the appraisal value of underlying collateral as appropriate.

The fair value of “loans” is classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year.

(4) Others: Includes other receivables from financial brokerage and equity investments in other companies. This caption includes financial trusts participation certificates for which their fair value is estimated using valuation techniques to convert the future amounts to a single discounted present amount. The measurement is based on the value indicated by current market expectation about those future amounts. The estimation of the cash flows is based on the future cash flows from the securitized assets, considering the prepayments, historical loan performance, etc. Equity investments in companies where significant influence is exercised are not considered Financial Instruments, and equity investments in other companies are carried at market value less costs to sell.

Securitizations include the consolidated assets of Galtrust I. The fair value was determined by using the fair value of the underlying assets (Bogar Bonds). No changes in the valuation technique took place during the year.

Other assets were classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows based on contractual cash flows using current market rates for instruments with similar characteristics. No changes in the valuation technique took place during the year.

(5) Deposits: The fair value of deposit liabilities on demand and savings account deposits is similar to its book value. The fair value of time deposits was calculated by discounting contractual cash flows using current market rates for instruments with similar maturities.

The fair value of “Deposits” is classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year. For floating- or adjustable-rate deposits, which mature or are repriced within a short period of time, the carrying values are considered to be a reasonable estimate of fair values. For fixed-rate deposits, market prices are not generally available and the fair values are estimated discounting the estimated future cash flows based on the contracted maturity of the deposits. The discount rates are based on the current market rates corresponding to the applicable maturity

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

(6) Banks and international entities and loans from domestic financial institutions: Includes credit lines borrowed under different credit arrangements from local and foreign banks and entities. Parts of them were restructured as of May 2004. As of December 31, 2017 and 2016, when no quoted market prices were available, the estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.

The fair value of “Banks and international entities and loans from domestic financial institutions” is classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year.

(7) Negotiable obligations: As of December 31, 2017 and 2016, the fair value of negotiable obligations was determined based on quoted market prices and, when no quoted market prices were available, the estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.

Negotiable Obligations where quoted market prices are available are classified within level 1 of the valuation hierarchy.

The fair values of “Negotiable obligations” where no quoted market are available are classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year.

(8) Others: Includes other liabilities resulting from financial brokerage. Their fair value was estimated at the expected future cash flows based on contractual maturity discounted at the estimated market rates of similar liabilities at year-end.

The fair value of “Others” is classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year.

28. Situation of Banco Galicia Uruguay S.A. (in liquidation).

During 2009, Banco Galicia Uruguay S.A. (in liquidation) wholly repaid in advance the debt restructuring plan entered into with its creditors. Therefore and having fulfilled its obligations, its shareholders have resolved, at the Shareholders’ Meeting held on June 30, 2010, to voluntarily dissolve and liquidate the company.

Pursuant to current regulations, the corporate name is, as from said date, Banco Galicia Uruguay S.A. (in liquidation).

Furthermore, taking into consideration the financial condition and the evolution estimated in the liquidation process, shareholders decided to reduce the company’s computable capital for a value equal to US$2,069 through the voluntary redemption of shares, which was carried out on October 18, 2010. During 2013 and 2014, shareholders decided to conduct two new voluntary redemptions of shares. These redemptions were carried out for a value equal to US$2,127 and US$3,337, on November 18, 2013 and September 10, 2014, respectively.

As of December 31, 2015, Banco Galicia Uruguay S.A. (in liquidation)’s Shareholder’s Equity amounted to Ps.31,780.

The Extraordinary Shareholder’s Meeting of Banco Galicia Uruguay S.A. (in liquidation) held on April 30, 2016 approved the liquidation financial statements and decided starting the registration process to cancel the company before the Uruguayan authorities.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

29. Financial Trusts.

a) Financial trusts with the Bank as trustor outstanding at fiscal year-end:

 

Name

   Creation
Date
     Estimated
Maturity
Date
     Trustee    Trust Assets   Portfolio
Transferred
  Book Value of
Securities Held in Own Portfolio
 
                12.31.2017      12.31.2016  

Galtrust I

   10. 13.2000      02. 04.2018      First Trust of
New York N.A.
   Secured Bonds in
Pesos at 2%

due 2018 (1)

  US$
490,224

(*)

  Ps. 96,481      Ps. 504,874  

 

(*) The remaining US$9,776 was transferred in cash.
(1) In exchange for loans to the Provincial Governments.

b) As of December 31, 2017 and December 31, 2016, the Bank records financial trusts in its own portfolio:

 

    Received as loans repayment for Ps.2,284,609 and Ps.998,152, respectively.

c) Trust Activities

 

Trust contracts for purposes of guaranteeing compliance with obligations:

Purpose: in order to guarantee compliance with contractual obligations, the parties to these agreements have ,agreed to deliver to the Bank, amounts as fiduciary property, to be invested according to the following detail:

 

Date of Contract

  

Trustor

   Balances of Trust Funds      Maturity Date (1)  
      Ps.      US$     

12.07.10

   Fondo Fiduciario Aceitero      284        —          06.30.18  

04.17.12

   Exxon Mobil      4,325        —          04.19.19  

04.29.13

   Profertil      225        116,500        04.30. 18  

10.21.13

   Sinteplast      12        —          06.30.18  

12.20.13

   Los Cipreses      8        —          06.30.18  

09.12.14

   Coop. de Trab. Portuarios      1,026        —          09.12. 18  

09.30.15

   Las Blondas IV and V      184        —          11.28. 18  

04.14.16

   Rios Belt      21,256        —          04.14. 19  

06.28.17

   Dist. Gas del Centro      36,645        —          06.28.18  

07.19.17

   Dist. Gas Cuyana      98,261        —          07.19.18  

08.08.17

   Dist. Gas del Centro      63,432        —          08.08.18  
     

 

 

    

 

 

    
   Total      225,658        116,500     
     

 

 

    

 

 

    

 

(1) These amounts shall be released monthly until settlement date of trustor obligations or maturity date, whichever occurs first.

 

  Financial trust contracts:

Purpose: to administer and exercise the fiduciary ownership of the trust assets until the redemption of debt securities and participation certificates:

 

Date of Contract

  

Trust

   Balances of
Trust Funds
Ps.
     Maturity
Date
 
12.06.06    Gas I      50,966        12.31.18 (2) 
05.06.08    Agro Nitralco II      31        12.31.18 (2) 
05.14.09    Gas II      4,795,919        12.31.22 (2) 
02.10.11    Cag S.A.      444        12.31.18 (2) 
06.08.11    Mila III      241        12.31.18 (2) 

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

09.01.11    Mila IV      1,089        12.31.18 (2) 
09.14.11    Cag S.A. II      679        12.31.18 (2) 
12.27.12    Pla I      60        12.31.18 (2) 
09.18.13    Don Mario Semillas Series I      115        12.31.18 (2) 
11.21.13    Comafi Prendas I      73        09.29.18 (2) 
02.13.14    Mila V      1,867        05.20.20 (2) 
06.06.14    Mila VI      1,478        10.20.20 (2) 
06.18.14    Red Surcos II      1,345        12.31.18 (2) 
07.08.14    Don Mario Semillas Series II      130        12.31.18 (2) 
07.24.14    Fideicred Atanor III      74        12.31.18 (2) 
07.22.14    Don Mario Semillas Series III      153        12.31.18 (2) 
07.25.14    Fedeicred Agro Series II      3        12.31.18 (2) 
10.03.14    Mila VII      2,278        01.20.21 (2) 
12.02.14   

Mas Cuotas Series I

     141        12.31.18 (2) 
01.13.15    Red Surcos III      770        12.31.18 (2) 
01.27.15    Mila VIII      8,228        06.15.21 (2) 
05.18.15    Mila IX      12,004        09.15.21 (2) 
12.02.14    Mas Cuotas Series II      213        12.31.18 (2) 
08.24.15    Mila X      14,944        12.20.21 (2) 
10.30.15    Mila XI      20,751        01.15.22 (2) 
12.09.15    Fedeicred Agro Series III      2        12.31.18 (2) 
01.07.16    Mas Cuotas Series III      229        12.31.18 (2) 
01.14.16    Mila XII      28,033        11.15.21 (2) 
02.05.16    Red Surcos IV      1,031        12.31.18 (2) 
05.13.16    Mila XIII      42,506        09.15.22 (2) 
06.15.16    Mas Cuotas Series IV      74        11.15.18 (2) 
09.01.16    Mila XIV      45,473        01.31.23 (2) 
09.15.16    Mas Cuotas Series V      1,067        12.31.18 (2) 
10.27.16    Mila XV      58,963        03.31.23 (2) 
12.06.16    Mas Cuotas Series VI      307        02.15.18 (2) 
01.10.17    Mila XVI      70,996        06.30.23 (2) 
02.24.17    Mila XVII      108,682        09.30.23 (2) 
03.23.17    Mas Cuotas Series VII      2,399        01.15.18 (2) 
05.29.17    Fedeicred Agro Series IV      215,725        09.30.18 (2) 
06.12.17    Mila XVIII      111,086        01.31.24 (2) 
06.21.17    Mas Cuotas Series VIII      62,845        02.15.18 (2) 
08.16.17    Mas Cuotas Series IX      184,186        05.15.18 (2) 
10.20.17    Mas Cuotas Series X      528,382        10.15.18 (2) 
10.27.17    Mila XIX      128,123        05.31.24 (2) 
     

 

 

    
   Total      6,504,105     
     

 

 

    

 

(2) Estimated date, since maturity date shall occur at the time of the distribution of all of the trust assets.

d) Banco Galicia’s activities as Security Agent:

d.1) On April 8, 2011 Banco Galicia was appointed Security Agent and custodian of the National Treasury’s endorsement guarantees in favor of ENARSA (Energía Argentina S.A.) that were assigned in favor of Nación Fideicomisos S.A. in its capacity of Trustee of “ENARSA-BARRAGAN” and “ENARSA-BRIGADIER LOPEZ” financial trusts.

Said endorsement guarantees secure payment of all obligations arising from the above-mentioned trusts.

The Bank, in its capacity as Security Agent, will maintain custody of the documents regarding the National Treasury’s endorsement guarantees and will be in charge of managing all legal and notarial proceedings with respect to the enforcement thereof.

As of December 31, 2017 and 2016, the balances recorded from these transactions amount to US$1,364,097 and Ps.408, respectively.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

d.2) In April 2013, at the time of entering into the Contract for the Fiduciary Assignment and Trust for Guarantee Purposes “Profertil S.A.”, the Bank was appointed security agent with regard to the Chattel Mortgage Agreement transaction that was completed on June 18, 2013, which additionally secures all the obligations undertaken.

As of December 31, 2017 and 2016, the balance recorded from these transactions amounts to US$116,500.

30. Segment Reporting.

The Company is required to present segment information. Operating segments are defined as components of an enterprise about which separate financial information is available and which is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. Reportable segments consist of one or more operating segments with similar economic characteristics, distribution systems and regulatory environments. The information provided for Segment Reporting is based on internal reports used by the CODM.

The Group measures the performance of each of its business segments primarily in terms of “Net income” in accordance with the regulatory reporting requirements of the Argentine Central Bank. Net income and other segment information are based on Argentine Banking GAAP and are consistent with the presentation of the Group’s consolidated financial statements.

The following summarizes the aggregation of Grupo Financiero Galicia´s operating segments into reportable segments:

Banking: corresponds to the results of our banking business and represents the accounts of Banco Galicia. As of December 31, 2015, this segment included Banco Galicia Uruguay S.A..

Banco Galicia Uruguay was no longer consolidated by Banco Galicia since the Shareholders’ Meeting held on April 30, 2016 decided to approve the final balance sheet for dissolution purposes.

Regional Credit Cards: shows the results of our regional credit card and consumer finance business and represents the accounts of Tarjetas del Mar S.A. (on March 31, 2017, Tarjetas del Mar S.A. was no longer consolidated as a result of its sale) and Tarjetas Regionales S.A. consolidated with its subsidiaries. As of December 31, 2017 and 2016, Tarjetas Regionales S.A,’s main subsidiaries were Tarjeta Naranja S.A. and Tarjetas Cuyanas S.A.

As of January 1, 2018, Tarjetas Regionales S.A. consolidates its financial statements with Grupo Financiero Galicia.

CFA Personal Loans: shows the results of Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A.. These Companies were incorporated as of June 30, 2010 in the consolidated financial statements of the Bank.

Insurance: includes the results of our insurance business and represents the accounts of Sudamericana Holding S.A. and its subsidiaries, including the results of the 12.5% interest owned by the Bank. As of December 31, 2017, Grupo Financiero Galicia S.A. maintained, through Sudamericana Holding S.A., controlling interests in Galicia Seguros S.A., Galicia Retiro Compañía de Seguros S.A. and Galicia Broker Asesores de Seguros S.A.

Other Grupo Galicia Businesses: shows the results of operations of Galicia Administradora de Fondos S.A., Galicia Warrants S.A., Net Investment S.A. (in liquidation), Galicia Valores S.A. and Grupo Financiero Galicia S.A., the last two net of eliminations of the income from equity investments.

The column “Adjustments” includes consolidation adjustments, eliminations corresponding to transactions conducted between consolidated companies and non-controlling interest.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Ps.

   Bank     Regional
Credit Cards
    Personal
Loans –
CFA
     Insurance     Other
Businesses
     Adjustments     12.31.2017  

Gross Brokerage Margin

     15,624,689       5,917,426       2,142,124        343,784       857,894        (10,643     24,875,274  

Net Income from Services

     7,742,425       6,745,270       359,892        —         776,540        (1,149,225     14,474,902  

Net Operating Income

     23,367,114       12,662,696       2,502,016        343,784       1,634,434        (1,159,868     39,350,176  

Provision for Loan Losses

     2,585,287       2,017,613       602,093        —         —          —         5,204,993  

Administrative Expenses

     13,688,615       6,938,515       1,579,197        650,595       222,221        (88,189     22,990,954  

Operating Income

     7,093,212       3,706,568       320,726        (306,811     1,412,213        (1,071,679     11,154,229  

Income from Insurance Companies´ Activities

     —         —         —          1,025,216       —          1,092,184       2,117,400  

Income from Equity Investments

     2,462,186       —         460        2,072       —          (2,243,614     221,104  

Non-controlling Interest

     —         (338     —          (4     —          (625,863     (626,205

Miscellaneous Income, Net

     (24,555     679,088       113,424        (2,520     18,371        (365,900     417,908  

Net Income before Income Tax

     9,530,843       4,385,318       434,610        717,953       1,430,584        (3,214,872     13,284,436  

Income Tax

     2,616,000       1,640,285       157,445        259,691       303,132        (21,586     4,954,967  

Net Income for the Fiscal Year

     6,914,843       2,745,033       277,165        458,262       1,127,452        (3,193,286     8,329,469  

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Ps.

   Bank      Regional
Credit Cards
    Personal
Loans –
CFA
     Insurance     Other
Businesses
    Adjustments     12.31.2016  

Gross Brokerage Margin

     10,511,441        4,018,519       1,468,501        351,038       (17,876     37,362       16,368,985  

Net Income from Services

     6,010,168        5,266,563       300,553        —         429,633       (1,260,732     10,746,185  

Net Operating Income

     16,521,609        9,285,082       1,769,054        351,038       411,757       (1,223,370     27,115,170  

Provision for Loan Losses

     1,526,264        1,660,879       346,170        —         —         —         3,533,313  

Administrative Expenses

     10,145,969        5,675,998       1,232,194        515,869       178,568       (130,988     17,617,610  

Operating Income

     4,849,376        1,948,205       190,690        (164,831     233,189       (1,092,382     5,964,247  

Income from Insurance Companies´ Activities

     —          —         —          1,272,562       —         1,179,381       2,451,943  

Income from Equity Investments

     1,689,602        —         952        3,215       —         (1,613,350     80,419  

Non-controlling Interest

     —          (320     —          (2     —         (402,846     (403,168

Miscellaneous Income, Net

     408,727        626,487       293,753        (391     (564     (51,035     1,276,977  

Net Income before Income Tax

     6,947,705        2,574,372       485,395        1,110,553       232,625       (1,980,232     9,370,418  

Income Tax

     1,854,000        1,117,678       143,421        387,019       129,978       (279,555     3,352,541  

Net Income for the Fiscal Year

     5,093,705        1,456,694       341,974        723,534       102,647       (1,700,677     6,017,877  

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Ps.

   Bank     Regional
Credit
Cards
     Personal
Loans –
CFA
     Insurance     Other
Businesses
     Adjustments     12.31.2015  

Gross Brokerage Margin

     8,352,685       2,685,102        1,255,453        232,208       79        (83,691     12,441,836  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Net Income from Services

     4,172,455       4,220,431        270,334        —         247,119        (1,072,941     7,837,398  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Net Operating Income

     12,525,140       6,905,533        1,525,787        232,208       247,198        (1,156,632     20,279,234  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Provision for Loan Losses

     1,060,955       753,243        400,042        —         —          —         2,214,240  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Administrative Expenses

     7,394,068       4,167,964        930,407        378,867       103,268        (69,872     12,904,702  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Operating Income

     4,070,117       1,984,326        195,338        (146,659     143,930        (1,086,760     5,160,292  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Income from Insurance Companies’ Activities

     —         —          —          775,460       —          1,025,944       1,801,404  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Income from Equity Investments

     1,432,181       —          2,117        1,977       2        (1,336,151     100,126  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Minority Interest

     —         452        —          (1     —          (365,009     (364,558
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Miscellaneous Income, Net

     (67,381     427,260        100,846        (1,000     7,299        (24,467     442,557  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Net Income before Income Tax

     5,434,917       2,412,038        298,301        629,777       151,231        (1,786,443     7,139,821  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Income Tax

     1,522,000       862,295        139,293        221,226       86,790        (30,180     2,801,424  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Net Income for the Fiscal Year

     3,912,917       1,549,743        159,008        408,551       64,441        (1,756,263     4,338,397  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

31. Differences between the Argentine Central Bank’s Regulations and Argentine GAAP in Force in the Autonomous City of Buenos Aires.

The main differences between the Argentine Central Bank’s regulations and Argentine GAAP are detailed below:

Conversion of financial statements

The conversion into Argentine pesos of the financial statements of the foreign subsidiaries for purposes of their consolidation with Banco Galicia’s financial statements, made in accordance with Argentine Central Bank regulations, differ from Argentine GAAP (Technical Pronouncement No. 18). Argentine GAAP requires that:

a) The measurements in the financial statements that are stated in fiscal year-end foreign currency (current values, recoverable values) be converted into pesos at the balance sheet date exchange rate; and

b) The measurements that are stated in foreign currency of periods predating the closing date (for example: those which represent historical costs, income, expenses) in the financial statements be converted into pesos at the pertinent historical exchange rates, restated at fiscal year-end currency due to the application of Technical Pronouncement No. 17. Quotation differences arising from conversion of the financial statements are treated as financial income or losses, as the case may be.

The application of this criterion does not have a significant impact on the Group’s financial statements.

Allowance for Loan Losses – Non-Financial Public Sector

Current Argentine Central Bank regulations on the establishment of allowances provide that receivables from the public sector are not subject to allowances for uncollectibility risk. Under Argentine GAAP, those allowances must be estimated based on the recoverability risk of those assets.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Negative Goodwill

A negative goodwill has been recorded which corresponds to the difference between the acquisition cost paid for the companies Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A. and their equity method value estimated at the moment of the purchase. Such negative goodwill is recorded under the caption “Liabilities – Provisions”.

Pursuant to the Argentine Central Bank regulations, the negative goodwill has to be charged to income with regard to the causes that have originated it, not to exceed a 60-month straight-line method amortization. Pursuant to Argentine GAAP, the negative goodwill that is not related to expense estimations or estimated future losses should be recognized as a gain at the time of the purchase.

As of December 31, 2014, the negative goodwill balance amounts to Ps. 49,562. During fiscal year 2015, it was fully amortized.

Accounting for Income Tax According to the Deferred Tax Method

The subsidiaries Banco Galicia and Compañía Financiera Argentina, both subject to the regulations of the Argentine Central Bank, determine the income tax charge by applying the statutory tax rate to the estimated taxable income, without considering the effect of any temporary differences between accounting and tax results.

Under Argentine GAAP, income tax must be recognized using the deferred tax method and, therefore, deferred tax assets or liabilities must be established based on the aforementioned temporary differences. In addition, unused tax loss carryforwards or fiscal credits that may be offset against future taxable income should be recognized as deferred assets, provided that taxable income is likely to be generated.

Valuation of Government Securities

Argentine Central Bank regulations set forth specific valuation criteria for government securities recorded at their acquisition cost plus I.R.R. Pursuant to Argentine GAAP the above-mentioned assets must be valued at their fair value.

Debt Securities and Participation Certificates in Financial Trusts

Pursuant to Argentine Central Bank regulations, participation certificates in Galtrust I Financial Trust are recorded at the present value of cash flows discounted by I.R.R. of instruments with similar characteristics and duration and with volatility. When the book value exceeds the present value, the monthly accrual is recorded in an asset offset account. According to Argentine GAAP, the above-mentioned asset must be valued at its fair value.

Restructured Loans and Liabilities

Restructured loans and financial obligations are valued based on the actually restructured principal amounts plus accrued interest and principal adjustments, when applicable, minus collections or payments made.

Pursuant to Argentine GAAP, those restructured loans and liabilities, for which modification of original conditions imply a substitution of instruments, must be recorded on the basis of the best possible estimate of the amounts receivable or payable discounted at a market rate that reflects market evaluations on the time value of money and the specific risks of such assets and liabilities at the time of restructuring.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Consolidation of Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A.

In accordance with applicable Argentine GAAP, where equity investments in controlled companies are held for sale or disposal within a year, such investments should be excluded from consolidation. Banco de Galicia y Buenos Aires S.A. and Grupo Financiero Galicia S.A. have agreed to a tender offer involving all shares in portfolio of Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A. On December 4, 2017, the Argentine Central Bank approved the transaction through Resolution No. 414.

The sale of the shares in both companies was completed on February 2, 2018 for a total price of Ps.1,042,701 and Ps.21,460, respectively, with the new holders having been registered in each of these companies’books. These amounts were subject to the buyers’ consent, who are entitled to raisen objections for a term of up to 45 subsequent days to be counted as from January 29, 2018.

We consider that this transaction will not have a significant impact on Grupo Financiero Galicia S.A.’s shareholders’ equity.

As of December 31, 2017, as stated above, the book value of such equity investments does not exceed the respective recoverable values.

Pursuant to the Argentine Central Bank regulations, as a result of the maintenance of a controlling equity interest as of December 31, 2017, such companies are consolidated with the Company on a line-by-line basis.

32. Adoption of the International Financial Reporting Standards.

The Comisión Nacional de Valores (the “National Securities Commission”, or the “CNV”) established the application of Technical Pronouncement No. 26 of the Argentine Federation of Professional Councils in Economic Sciences, which adopts the International Financial Reporting Standards (“IFRS”) issued by the IASB (International Accounting Standards Board) for certain entities included within the public offering system, for financial statements corresponding to fiscal years started as from January 1, 2012.

The adoption of such standards is not applicable to the Company since the CNV, in Article 2 – Section I – Chapter I of Title IV: Periodic Reporting System of the CNV´s Pronouncements (Text amended in 2013), exempts banks, insurance companies and companies that invest in banks and insurance companies.

Due to the foregoing, and since the Company complies with the requirements described below, which are set forth in the aforementioned article, these financial statements are presented pursuant to the valuation and disclosure criteria established by the Argentine Central Bank regulations:

 

(1) The Company’s corporate purpose is exclusively related to financial and investment activities;

 

(2) The interest in Banco de Galicia y Buenos Aires S.A. accounts for 92.19% of the Company’s assets, being the Company’s main asset;

 

(3) 82.53% of the Company’s income stems from the interest in Banco de Galicia y Buenos Aires S.A.’s income;

 

(4) And the Company has a 100% interest in Banco de Galicia y Buenos Aires S.A., thus having control over such institution.

In February 2014, the Argentine Central Bank decided financial institutions should comply with IFRS, and established an implementation schedule for such standards, to be effective for fiscal years starting on January 1, 2018. In accordance with the foregoing, Banco de Galicia y Buenos Aires S.A.’s Board of Directors has become aware of the roadmap established by the Argentine Central Bank and has appointed a coordinator and an alternate coordinator, who shall be in charge of the compliance process. On March 20, 2015, it approved the Implementation Plan required by the regulations, which was submitted on March 27, 2015.

In compliance with the provisions of Communiqué “A” 5635, at the meeting held on September 27, 2016, Banco de Galicia y Buenos Aires S.A.’s Board of Directors approved the third report on the progress made during the six-month period from March 2016 to September 2016. On such date, Banco de Galicia y Buenos Aires S.A.’s Audit Committee approved the Special Internal Audit Report related to the Implementation Plan’s level of progress with regard to achieving compliance with IFRS. At the meeting held on January 5, 2017, Banco de Galicia y Buenos Aires S.A.’s Board of Directors became aware of the quarterly report on the level of progress with regard to the implementation of the IFRS, as established in such communiqué.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Banco de Galicia y Buenos Aires S.A. has met the reporting requirements established by the Argentine Central Bank’s Communiqué “A” 5844, as supplemented.

Through Communiqué “A” 5541, as amended, the Argentine Central Bank has established the application of the IFRS, except for the application of point 5.5 (impairment) of IFRS 9 “Financial Instruments”, which has been temporarily waived until January 1, 2020, when the provisions on Impairment of Financial Assets will become applicable. Grupo Financiero Galicia S.A. and its subsidiaries are in the process of convergence to such standards, the application of which will be mandatory as from the fiscal year beginning January 1, 2018. The first quarterly financial statements to be presented under these standards are those as of March 31, 2018. Consequently, the date of transition to IFRS for the Company, as set forth in IFRS 1 “First-time Adoption of IFRS”, is January 1, 2017.

The consolidated financial statements have been prepared according to the valuation and disclosure standards of the Argentine Central Bank regarding the Accounting Reporting System for quarterly/annual publication, which differ from IFRS. These are measurement and disclosure differences.

As required by Communiqué “A” 6206, below is a detail of the reconciliations of balance sheet and shareholders’ equity balances determined according to Argentine Central Bank regulations and those determined according to IFRS as of December 31, 2017, and the reconciliation of the comprehensive income as of such date. In this regard, in preparing reconciliations, the Company has considered those IFRS it expects to be applicable for the preparation of its financial statements as of December 31, 2018, as well as the provisions set out in Communiqué “A” 6114. The items and figures included in this note are subject to changes and may only be considered final upon the preparation of the annual financial statements as of the fiscal year in which IFRS are applicable for the first time.

Reconciliation of Balances under the Accounting Framework for the Convergence to IFRS

A. Reconciliation of Balances and Shareholders’ Equity as of December 31, 2017

 

Accounts

   Ref.    Balance      IFRS
Adjustment
    IFRS Balance  

Assets

   Ps.      341,012,560        (13,333,405     327,679,155  
  

 

  

 

 

    

 

 

   

 

 

 

Cash and Due from Banks

        56,659,196        (321,544     56,337,652  
  

 

  

 

 

    

 

 

   

 

 

 

Government and Corporate Securities

   (a),(g)      38,770,736        (11,374,679     27,396,057  
  

 

  

 

 

    

 

 

   

 

 

 

Loans

   (a)      197,335,168        (6,516,432     190,818,736  
  

 

  

 

 

    

 

 

   

 

 

 

Other Receivables Resulting from Financial Brokerage

   (a),(e),(f),(h)      33,358,644        255,859       33,614,503  
  

 

  

 

 

    

 

 

   

 

 

 

Receivables from Financial Leases

        1,676,637        —         1,676,637  
  

 

  

 

 

    

 

 

   

 

 

 

Equity Investments

   (b),(j)      28,704        21,127       49,831  
  

 

  

 

 

    

 

 

   

 

 

 

Miscellaneous Receivables

   (a)      3,809,643        (340,324     3,469,319  
  

 

  

 

 

    

 

 

   

 

 

 

Bank Premises and Equipment and Miscellaneous Assets

   (c),(j)      5,093,261        6,352,251       11,445,512  
  

 

  

 

 

    

 

 

   

 

 

 

Intangible Assets

   (d),(j)      3,577,022        (1,408,826     2,168,196  
  

 

  

 

 

    

 

 

   

 

 

 

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Unallocated Items

        71,277        (607     70,670  
  

 

  

 

 

    

 

 

   

 

 

 

Other Assets

        632,272        (230     632,042  
  

 

  

 

 

    

 

 

   

 

 

 

Liabilities

   Ps.      301,712,356        (17,233,960     284,478,396  
  

 

  

 

 

    

 

 

   

 

 

 

Deposits

        203,450,563        (2,733,090     200,717,473  
  

 

  

 

 

    

 

 

   

 

 

 

Other Liabilities Resulting from Financial Brokerage

   (a),(e),(g),(f)      81,343,100        (13,794,935     67,548,165  
  

 

  

 

 

    

 

 

   

 

 

 

Miscellaneous Liabilities

   (f),(i),(l)      8,570,780        1,387,401       9,958,181  
  

 

  

 

 

    

 

 

   

 

 

 

Provisions

   (f)      713,208        (147,362     565,846  
  

 

  

 

 

    

 

 

   

 

 

 

Subordinated Negotiable Obligation

        4,828,018        —         4,828,018  
  

 

  

 

 

    

 

 

   

 

 

 

Unallocated Items

        55,673        (11,427     44,246  
  

 

  

 

 

    

 

 

   

 

 

 

Non-controlling Interest

        1,935,139        (1,935,139     —    
  

 

  

 

 

    

 

 

   

 

 

 

Other Liabilities

   (k)      815,875        592       816,467  
  

 

  

 

 

    

 

 

   

 

 

 

 

Accounts

   Balance      First-time
IFRS
Adjustment
     IFRS
Adjustment
    IFRS Balance  

Shareholders´ Equity Attributable to the Shareholders of the Group

     39,300,204        1,891,028        72,945       41,264,177  
  

 

 

    

 

 

    

 

 

   

 

 

 

Capital, Paid in Capital and Reserves

     30,970,735        —          —         30,970,735  
  

 

 

    

 

 

    

 

 

   

 

 

 

Other Comprehensive Income

     —          284,182        (266,903     17,279  
  

 

 

    

 

 

    

 

 

   

 

 

 

Accumulated Retained Earnings

     8,329,469        1,606,846        339,848       10,276,163  
  

 

 

    

 

 

    

 

 

   

 

 

 

Shareholders´ Equity Attributable to Non-controlling Interests

     —          1,402,007        534,575       1,936,582  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Shareholders’ Equity

     39,300,204        3,293,035        607,520       43,200,759  
  

 

 

    

 

 

    

 

 

   

 

 

 

B. Reconciliation of the Statement of Comprehensive Income as of December 31, 2017

 

Accounts

   Ref.   Balance      IFRS
Adjustment
    IFRS Balance  

Net Income for the Year

   Ps.     8,329,469        339,848       8,669,317  
  

 

 

 

 

    

 

 

   

 

 

 

Financial Income

   (a),(j)     45,220,022        (2,557,239     42,662,783  
  

 

 

 

 

    

 

 

   

 

 

 

Financial Expenses

   (e),(a)     20,344,748        (1,100,804     19,243,944  
  

 

 

 

 

    

 

 

   

 

 

 

Provision for Loan Losses

       5,204,993        (602,093     4,602,900  
  

 

 

 

 

    

 

 

   

 

 

 

Income from Services

   (j)     21,102,581        (934,473     20,168,108  
  

 

 

 

 

    

 

 

   

 

 

 

Expenses from Services

   (f)     6,627,679        (21,604     6,606,075  
  

 

 

 

 

    

 

 

   

 

 

 

Administrative Expenses

   (a),(c),(d)     22,990,954        (1,516,142     21,474,812  
  

 

 

 

 

    

 

 

   

 

 

 

Others

   (a),(b),(f)     2,130,207        196,399       2,326,606  
  

 

 

 

 

    

 

 

   

 

 

 

Income Tax

   (i)     4,954,967        (394,518     4,560,449  
  

 

 

 

 

    

 

 

   

 

 

 

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Other Comprehensive Income

   Ps.      —          (266,903     (266,903
  

 

  

 

 

    

 

 

   

 

 

 

Changes in the Revaluation Surplus of Intangibles Property, Plant and Equipment

        —          —         —    
  

 

  

 

 

    

 

 

   

 

 

 

Cumulative Actuarial Gains or Losses for Post-Employment Defined Benefit Plans

        —          —         —    
  

 

  

 

 

    

 

 

   

 

 

 

Currency Transaction Adjustment

        —          —         —    
  

 

  

 

 

    

 

 

   

 

 

 

Income or Losses from Hedge Instruments –Cash Flows Hedge

        —          —         —    
  

 

  

 

 

    

 

 

   

 

 

 

Income or Losses from Hedge Instruments –Net Investment Hedge

        —          —         —    
  

 

  

 

 

    

 

 

   

 

 

 

Income or Losses from Financial Instruments at Fair Value with Changes in OCI (Other Comprehensive Income) (items 5.7.5 and 4.1.2A) of IFRS 9

   (a)      —          (266,903     (266,903
  

 

  

 

 

    

 

 

   

 

 

 

Change in the Fair Value of financial liabilities carried at fair value through profit or loss attributable to Changes in Credit Risk. (item 5.7.7A) of IFRS 9

        —          —         —    
  

 

  

 

 

    

 

 

   

 

 

 

Total Comprehensive Income for the Year

   Ps.      8,329,469        72,945       8,402,414  
  

 

  

 

 

    

 

 

   

 

 

 

C. Explanations of the Most Significant Adjustments

(a) Change in Classification and Measurement of Financial Assets and Liabilities

The IFRS classifies all financial assets into three categories: those measured at amortized cost, those measured at fair value through other comprehensive income and those measured at fair value through profit or loss, based on the business model and the cash flow characteristics of instruments.

Grupo Financiero Galicia S.A.’s accounting policy under Argentine Central Bank regulations differs from the provisions set out by IFRS in the following aspects:

 

(i) Government securities that are not included in the lists of volatilities issued by the Argentine Central Bank are valued at their acquisition cost increased on an exponential basis according to their I.R.R.

 

(ii) Loans are recorded at acquisition cost plus interest accrued based on the contractual rate.

 

(iii) Debt Securities added at par are recorded at their technical value.

 

(iv) Participation certificates in trusts on which there is no significant influence or control have been valued taking into account the share in the assets, net of liabilities, that stem from the consolidated financial statements of the respective trusts, as modified by the effect that the application of Argentine Central Bank regulations has had thereon, when applicable; and

 

(v) Unlisted debt securities and notes have been valued at their acquisition cost increased on an exponential basis according to their I.R.R.

As set out by IFRS 9, a company will classify financial assets, as measured subsequently at amortized cost, at fair value with through other comprehensive income or at fair value through profit or loss, based on:

 

    the entity’s business model to manage financial assets; and

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

    the characteristics of contractual cash flows of the financial asset.

According to the business model applied by Grupo Financiero Galicia S.A. and its subsidiaries for managing financial assets, they have been classified into the following categories:

1) Amortized Cost

The calculation of the amortized cost, as set out in IFRS 9, for Loans, Credit for Leases, Other Receivables and Liabilities related to the financial activity and Miscellaneous Receivables implies a decrease of Ps.285,497 in shareholder´s equity and an increase of Ps.14,186 in the Income Statement, respectively.

2) Fair Value through Other Comprehensive Income

The Company has classified the holding of government securities held by Financial Trust Galtrust I and Sudamericana Holding S.A. into this category. The effect represents an increase of Ps.42,781 in shareholder´s equity, an increase in the Income Statement of Ps.289,316, respectively, and a decrease of Ps.266,903 in Other Comprehensive Income.

3) Fair Value through the Profit or Loss

The Company has classified the following financial assets into this category: Holdings in government and private securities, in instruments issued by the Argentine Central Bank, in notes and certain investments in debt securities issued by financial trusts. The effect represents an increase of Ps.12,131 in shareholder´s equity and a decline of Ps.49,201 in the Income Statement.

(b) Equity Investments

As of December 31, 2017, the companies consolidated by Grupo Financiero Galicia S.A., pursuant to the framework established by the Argentine Central Bank, are as follows: Banco de Galicia y Buenos Aires S.A. and its subsidiaries, Sudamericana Holding S.A. and its subsidiaries, Galicia Administradora de Fondos S.A., Galicia Warrants S.A. and Net Investment S.A. (in liquidation). Under the application of IFRS 10, the above-mentioned companies will continue being consolidated because they continue being subject to the control concept mentioned in the international standards.

Upon using the equity method, each company’s financial statements as of December 31, 2016 and December 31, 2017 have been used. The shareholders’ equity arising from their financial statements has been adjusted for the effect the application of IFRS has had thereon. The effect of adjustments represents an increase of Ps.3,442,502 in the shareholder’s equity and an increase in the income statement of Ps.297,531.

Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A. (both subsidiaries of Banco de Galicia y Buenos Aires S.A.) were no longer consolidated under IFRS 10 because such companies have been classified as held for sale in accordance with IFRS 5, as the respective transfer agreements are signed. They are measured at the lowest of book value or fair value less cost of sale. As concerns Tarjetas Regionales S.A. and its subsidiaries, as of December 31, 2017, these entities are deemed under the control of, and are hence consolidated with, Banco de Galicia y Buenos Aires S.A. However, effective since January 1, 2018, following the spin-off/merger of such company, it will no longer be under the control of Banco de Galicia y Buenos Aires S.A. and will be consolidated by Grupo Financiero Galicia S.A.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

(c) Bank Premises and Equipment and Miscellaneous Assets

By virtue of applying IFRS 1, the fair value of bank premises and equipment and investment property has been used as deemed cost as of the date of transition to IFRS, Following the date of transition to IFRS, an item of Bank Premises and Equipment and Miscellaneous Assets will be accounted for at cost, net of accumulated depreciation and accumulated impairment losses. Under Argentine Central Bank regulations, those assets are recorded at historical cost less their accumulated depreciation. The effect of these adjustments represents an increase of Ps.4,793,309 in the Shareholder’s equity and a decrease of Ps.32,468 in the Income Statement, as of December 31, 2017.

(d) Intangible Assets

According to IFRS, an intangible asset is an identifiable non-monetary asset that has no physical substance. In order to be recognized, the Bank should have control thereof and the asset should generate future economic benefits.

The effect of adjustments represents a decrease of Ps.843,972 in the Shareholder´s equity and an increase of Ps.41,381 in the Income Statement, due to the reversal of amortization charges arising from the application of the Argentine Central Bank regulations.

(e) Guarantees Granted

Under IFRS, the financial guarantees granted should be originally recognized at their fair value, which is equal to the commission earned in advance in most cases. Such amount is subsequently amortized on a straight-line basis over the life of the contract. At each year-end, the financial guarantees are measured by the highest of: (i) the value of the unaccrued commission as of fiscal year-end and (ii) the best estimate of the amount to be paid to terminate the contract discounted at its present value as of fiscal year-end.

Under Argentine Central Bank regulations, the commissions earned on financial guarantee agreements are charged to the Income Statement upon collection. The adjustment relates to the recognition of commissions for unaccrued guarantees at closing and the consequent reversal of the charge to the Income Statement made under Argentine Central Bank regulations. The effect of the adjustments related to Guarantees Granted represents an increase in assets and liabilities of Ps.163,466 and Ps.165,126, respectively.

(f) Other Adjustments

They correspond to labor, commercial and tax provisions, and the Quiero! customer loyalty program. The effect of adjustments represents an increase in liabilities and a decrease in the Income Statement of Ps.320,588 and Ps.253,423, respectively.

In addition, the balance of own debt held by the Company was adjusted by Ps.4,648 for, pursuant to IFRS 9, the liability is paid off when the issuer repurchases its own indebtedness.

(g) Repo and Reverse Repo Transactions

Reverse Repo Transactions

Under IFRS, the financial assets acquired through reverse repo transactions for which the risks and benefits have not been transferred shall be recognized as a loan granted.

Under Argentine Central Bank regulations, the instrument acquired is recognized upon making the transfer. The adjustment relates to the derecognition of the listed government security recorded in the amount of Ps.10,774,896, as well as the reversal of the liability recorded in other liabilities resulting from financial brokerage amounting to Ps.10,774,896.

(h) Consolidation

According to IFRS, an investor controls a subsidiary if it is exposed to or is entitled to variable returns due to its involvement in such entity and if it has the ability to use its power to affect the investor is return from its involvement with the investee. The adjustment related to interests in other companies relates to the consolidation of the Financial Trust Galtrust I and the Financial Trust Saturno Créditos, which are not considered subsidiaries under Argentine Central Bank regulations.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

(i) Miscellaneous Liabilities

Mainly relates to the adjustments to calculate the deferred tax. Under IFRS, the tax charge for the year includes current and deferred taxes. The current income tax is calculated based on the laws approved or substantially approved as of the balance sheet date. The deferred tax is recognized according to the liability method for the temporary differences that arise between the tax bases of assets and liabilities and their book values in the consolidated financial statements. However, the deferred tax liabilities are not recorded if they arise from the initial recognition of goodwill, or the initial recognition of assets or liabilities in a transaction other than a business combination which, upon the transaction, does not affect book income or taxable income or loss. The deferred tax is determined using tax rates (and laws) approved or about to be approved as of the balance sheet date and that are expected to be applicable when the related deferred tax assets are realized or the deferred tax liabilities are settled. Under Argentine Central Bank regulations, Banco de Galicia y Buenos Aires S.A. recognizes the current tax for the fiscal year.

The tax effect of the deferred tax recognition as of December 31, 2017 gives rise to deferred assets amounting to Ps.557,871 and deferred liabilities amounting to Ps.659,495.

(j) Reclassifications

For the purposes of preparing this reconciliation, the Company has not made all reclassifications that would be required for appropriate disclosure under IFRS.

As of the reporting year-end, the main reclassifications identified in the balance sheet and the Income Statement are:

Leasehold Improvements:

According to the Argentine Central Bank regulations, leasehold improvements are disclosed under Intangible Assets. According to IFRS, leasehold improvements are part of Property, Plant and Equipment. Consequently, Ps.466,007 has been reclassified to Bank Premises and Equipment.

Commissions on Origination of Loans:

According to the Argentine Central Bank regulations, they are disclosed in Income from Services. According to IFRS 9, such commissions are part of the necessary cash flows to calculate I.R.R. on loans. Consequently, Ps.435,325 has been reclassified to Financial Income.

Equity Investments:

According to Prisma Medios de Pago S.A.’s Ordinary and Extraordinary Shareholders’ Meeting held on August 31, 2017, the shareholders wished to transfer all of the shares. Therefore, the amount of Ps.208,972 was reclassified to Miscellaneous Assets, as required by IFRS 5.

In addition, in accordance with the Argentine Central Bank regulations, Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A. are disclosed in Equity Investments.The amount of Ps.943,535 was reclassified to Miscellaneous Assets, as required by IFRS 5.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

(k) Liabilities Recognized by Insurance Companies

Under IFRS, an insurance company will evaluate, at the end of the period reported whether it’s recognized liabilities are adequate using current estimates of future cash flows under its insurance contracts. If the assesment shows that the carrying amount of its liabilities for insurance contracts (less deferred acquisition costs and related intangible assets) is not adequate, considering the estimated future cash flows, the total amount of the deficiency will be recognized in the profit or loss.

Under Argentine Central Bank regulations, the accounting policies followed by the insurance company do not require performing a liability adequacy test (LAT) that meets the minimum conditions established by IFRS Pursuant to IFRS 4, in this case, the insurance company shall determine the adjustment of the carrying amount recorded according to the guidelines set out in IAS 37.

The related adjustment represents a Consolidated Financial Statements and the Income Statement increase of Ps.2,690.

(l) Liability from Purchase of Non-controlling Interests

As of December 31, 2017, the Bank recognized a financial liability for the purchase of a 6% interest in Tarjetas Regionales S.A. for an amount of Ps.919,935. IFRS 32, paragraph 23, sets forth that a commitment to buy own shares is to be accounted for as a financial liability for the present value of the redemption amount. The liability is recognized with its corresponding offsetting entry in equity, since the risks and rewards associated to the shares are retained by the non-controlling shareholders until the actual transfer of such shares.

IFRS 1

IFRS 1 allows entities that adopt IFRS for the first time to consider certain one-time exemptions from the principle of retrospective application of IFRS in force for financial statements as of December 31, 2018. Such exemptions have been established by the IASB to make the first application of those standards simpler.

Below are the optional exemptions applicable to Grupo Financiero Galicia S.A. and its subsidiaries under IFRS 1:

 

1. Deemed Cost of Bank Premises and Equipment and Miscellaneous Assets: the fair value of real property classified as bank premises and equipment and miscellaneous assets has been adopted as deemed cost as of the date of transition to IFRS In addition, the Bank has used the option set forth in paragraph D5 of IFRS 1, making the measurement described only for certain items of property, plant and equipment.

 

2. Business Combinations: The Company has opted for not applying IFRS 3“Business Combinations” retrospectively for business combinations prior to the date of transition to IFRS.

 

3. Assets and liabilities of subsidiaries that have already applied IFRS: Tarjetas Regionales S.A. and its subsidiaries already apply IFRS; accordingly, the assets and liabilities of such subsidiaries in its consolidated financial statements have been measured for the same carrying amounts disclosed in their financial statements. The exemption set forth in paragraph D15b) ii) of IFRS 1 has been used for the remaining interests.

 

4. The Bank has not used other exemptions available under IFRS 1.

Mandatory Exceptions to IFRS

Below are the mandatory exceptions applicable to Grupo Financiero Galicia S.A. and its subsidiaries under IFRS 1:

 

1. Estimates: The estimates made by the Bank according to IFRS as of December 31, 2016 are consistent with the estimates made as of the same date according to the Argentine Central Bank’s accounting standards, considering what is described in paragraph 4 of Argentine Central Bank’s Communiqué “A” 6114 regarding the non-application of item 5.5 of IFRS 9.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

2. Derecognition of financial assets and financial liabilities: The company applied the criteria of accounting derecognition of financial assets and liabilities under IFRS 9 prospectively. Therefore, derecognized assets and liabilities as of January 1, 2017 are not contemplated.

 

3. Classification and measurement of financial assets: The company has considered the existing events and circumstances as of January 1, 2017 in its valuation of whether the financial assets meet the characteristics to be classified as assets measured at amortized cost or at fair value with changes in other comprehensive income.

 

4. Other mandatory exceptions established by IFRS 1 that have not been considered because of not being applicable to the Grupo Financiero Galicia S.A. and its subsidiaries are:

 

    Hedge accounting.

 

    Non-controlling interests.

 

    Embedded derivatives.

 

    Government loans.

33. Subsequent events.

Spin-off/Merger Process of the Controlled Company, Tarjetas Regionales S.A., and its inclusion in Grupo Financiero Galicia S.A.

The General Extraordinary Shareholders’ Meeting of Banco de Galicia y Buenos Aires S.A. held on December 14, 2017 approved the corporate reorganization process consisting in splitting a portion of that entity’s shareholders’ equity made up of its shares held in Tarjetas Regionales S.A. representing 77% of its capital stock for its later inclusion in Grupo Financiero Galicia S.A.’s shareholders’ equity effective as from January 1, 2018.

Banco de Galicia y Buenos Aires S.A., under the provisions of Sections 7 and 15 of Financial Institutions Law No. 21526, as amended and supplemented, filed with the Argentine Central Bank the appropriate request for authorization. On January 19, 2018, such agency made a decision in this regard pointing out that no elements are noted that make such authorization necessary and there are no other considerations or objections to make, establishing that such company will continue to be under the Consolidated Supervision System.

The final spin-off/merger agreement was signed on January 23, 2018 and will not have any effect on the consolidated financial statement of Grupo Financiero Galicia.

Sale of Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A.

On January 12, 2017, Grupo Financiero Galicia S.A. accepted an offer made by Mr. Julio Alfredo Fraomeni and Galeno Capital S.A.U. to buy its whole non-controlling interest in Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A.. On December 4, 2017, through Resolution No. 414, the Argentine Central Bank authorized such transaction. The sale of shares took place on February 2, 2018. As of March 26, 2018, the price was agreed on Ps.1,047,277. Under US GAAP purposes, the result of the sale generated a profit which amounted to Ps.178,671.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Banco Finansur S.A.

On January 12, 2018, the Argentine Central Bank informed Banco Galicia of its participation in the acquisition process of Banco Finansur S.A. under the terms of article 35 bis, Section II of Law N° 21526 (Restructuring of an entity in defense of bank deposits and credit). On March 9, 2018 the Argentine Central Bank confirmed the approval to the transfer of certain assets and liabilities of Banco Finansur to Banco Galicia.

Between November 9, 2017 and February 9, 2018, Banco Finansur S.A. (an Argentine private bank) was temporarily suspended to operate by the Argentine Central Bank.

Tarjeta Naranja S.A.’negotiable obligations

The following table shows the Tarjeta Naranja S.A’negotiable obligations issued as of April 10, 2018:

 

In thousands of Pesos, except for rates (%)

   Currency    Maturity Date    Annual Interest Rate    Balances as
of April 10,
2018
 

- Class XL Serie I (1)

   Pesos    10-10-2019    25,98%      597,500  

- Class XL Serie II(2)

   Pesos    10-10-2020    Min. Rate 27%/Badlar + 3,69%      1,402,500  

 

(1) Principal and interest shall be paid upon maturity on October 10, 2019.
(2) Interest shall be paid on a quarterly basis in arrears. Principal shall be paid upon maturity on October 10, 2020.

34. Summary of Significant Differences between Argentine Central Bank Rules and United States Accounting Principles.

The following is a description of the significant differences between Argentine Banking GAAP and US GAAP:

a. Income tax.

Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and, therefore, income taxes for Banco de Galicia y Buenos Aires S.A. and Compañía Financiera Argentina S.A. are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Galicia and Grupo Galicia’s non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Galicia and its non-banking subsidiaries have recognized a deferred tax asset as of December 31, 2017 and 2016.

In addition, the Group records as an asset the credit related with Minimum Presumed Income Tax (MPIT) amounting to Ps.8,912 and Ps.9,424 as of December 31, 2017 and 2016, respectively. The MPIT credit will be computable as a down payment of any income tax excess over minimum notional income tax through the next ten years.

For the purposes of US GAAP reporting, Grupo Galicia applies ASC 740-10 “Accounting for Income Taxes”. Under this guidance, income tax is recognized based on the assets and liabilities method whereby deferred tax assets and liabilities are established for temporary differences between the financial reporting and tax basis of Grupo Galicia’s assets and liabilities. Deferred tax assets are recognized if it is more likely than not that such assets will be realized. As such, the US GAAP adjustment included: a) Deferred Income Taxes for banking companies not recorded for local purposes and; b) tax effects of the US GAAP adjustments included in the reconciliation between US GAAP and Argentine Banking GAAP.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Deferred tax assets (liabilities) are summarized as follows:

 

     December 31, 2017  
     ASC 740-10
applied to
Argentine
GAAP
balances
    ASC 740-10
applied to US
GAAP adjustments
    US GAAP
Deferred Tax
total
 

Deferred tax assets

      

Allowance for loan losses – private sector

     640,643       (87,173     553,470  

Intangible assets

     —         210,993       210,993  

Impairment of fixed assets and foreclosed assets

     —         13,869       13,869  

Liabilities

     58,068       —         58,068  

Others

     (4,904     50,550       45,646  
  

 

 

   

 

 

   

 

 

 

Total gross deferred tax assets

   Ps. 693,807     Ps. 188,239     Ps. 882,046  

Deferred tax liabilities:

      

Investments

     (185,362     (60,083     (245,445

Local Depreciation of fixed assets

     (125,657     —         (125,657

Others

     (180,654     —         (180,654
  

 

 

   

 

 

   

 

 

 

Total gross deferred tax liabilities

   Ps. (491,673   Ps. (60,083   Ps. (551,756
  

 

 

   

 

 

   

 

 

 

Net deferred income tax asset

   Ps. 202,134     Ps. 128,156     Ps. 330,290  
  

 

 

   

 

 

   

 

 

 
     December 31, 2016  
     ASC 740-10
applied to
Argentine
GAAP
balances
    ASC 740-10
applied to US
GAAP adjustments
    US GAAP
Deferred Tax
total
 

Deferred tax assets

      

Allowance for loan losses – private sector

     384,082       (2,311     381,771  

Intangible assets

     —         324,233       324,233  

Impairment of fixed assets and foreclosed assets

     —         16,669       16,669  

Liabilities

     285,900       —         285,900  

Others

     (4,904     26,719       21,815  
  

 

 

   

 

 

   

 

 

 

Total gross deferred tax assets

   Ps. 665,078     Ps. 365,310     Ps. 1,030,388  

Deferred tax liabilities:

      

Investments

     (148,529     —         (148,529

Others

     (180,838     —         (180,838
  

 

 

   

 

 

   

 

 

 

Total gross deferred tax liabilities

   Ps. (329,367   Ps. —       Ps. (329,367
  

 

 

   

 

 

   

 

 

 

Net deferred income tax asset

   Ps. 335,711     Ps. 365,310     Ps. 701,021  
  

 

 

   

 

 

   

 

 

 

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory income tax rate in Argentina to income before income tax, calculated on the basis of US GAAP for the fiscal years ended December 31, 2017, 2016 and 2015:

 

     December 31,  
     2017     2016     2015  

Income before taxes and non-controlling interest

   Ps. 14,777,948     Ps. 9,815,581     Ps. 7,353,525  

Tax rate in forcé

     35     35     35

Result for the year at the tax rate

     5,172,282       3,435,453       2,573,734  

Permanent tax differences (*)

     (4,029     (59,968     73,242  
  

 

 

   

 

 

   

 

 

 

Income tax expense

   Ps. 5,168,253     Ps. 3,375,485     Ps. 2,646,976  
  

 

 

   

 

 

   

 

 

 

 

(*) Includes permanent differences originated in operation of shares and non-taxable dividends.

According to the taxable income projections, the Group estimates that it is more likely than not that it will recover the temporary differences and the credit recorded regarding Presumed Minimum Income Tax with future taxable income. Therefore, no valuation allowance was provided against the deferred tax assets and presumed minimum income tax.

ASC 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition for uncertain tax positions taken or expected to be taken in a tax return. As of December 31, 2017 and 2016, there were no uncertain tax positions.

The Group classifies income tax-related interest and penalties as income taxes in the financial statements.

The following table shows the tax years open for examination as of December 31, 2017, by major tax jurisdictions in which the Group operates:

 

Jurisdiction

   Tax year  

Argentina

     2012 – 2017  

b. Commissions on loans.

Under Argentine Banking GAAP, the Bank does not defer loan origination fees and costs. In accordance with US GAAP under ASC 310, loan origination fees net of certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of yield.

Therefore the Shareholders’ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps.(179,264) and Ps.(81,904), respectively.

c. Intangible assets.

Goodwill – Recognition and amortization

The following table summarizes the US GAAP shareholders’ equity adjustments as of December 31, 2017 and 2016:

 

     December 31,  
     2017      2016  

Goodwill recognition (1)

     —          (4,899

Reversal of amortizations (2)

     51,553        50,810  
  

 

 

    

 

 

 

Total

   Ps. 51,553      Ps. 45,911  
  

 

 

    

 

 

 

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

(1) Under Argentine Banking GAAP the Company recognized as goodwill the excess paid over book value in the acquisition of non-controlling interest of subsidiaries. Under US GAAP such transactions were treated as equity transactions. Also, the amount includes goodwill recognized under Argentine Banking GAAP, which should be reversed for US GAAP purposes.
(2) Goodwill is amortized for Argentine Banking GAAP purposes. Under US GAAP, according to ASC 350-20, goodwill is not longer amortized. However, ASC 350 requires that goodwill should be reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and adjusted in case that impairment is detected. Goodwill amortization recorded under Argentine Banking GAAP has been reversed for US GAAP purposes. During the years ended December 31, 2017 and 2016, no impairment was recorded.

Software costs

Under US GAAP, ASC 350-40 defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Only the second stage costs should be capitalized. Under Argentine Banking GAAP, the Bank capitalized costs relating to all three of the stages of software development.

Under U.S GAAP, the relatives costs related to the first and third stages are expensed as incurred, and in addition, the amortization of such capitalized expenses recorded under Argentine Banking GAAP has been reversed.

Therefore the Shareholders’ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 is as follows:

 

     December 31,  
     2017      2016  

Capitalized cost expensed for US GAAP purposes

     (973,208      (1,097,669

Amortization adjustments

     129,236        171,288  
  

 

 

    

 

 

 

Total

   Ps. (843,972    Ps. (926,381
  

 

 

    

 

 

 

d. Loan loss reserves.

Loans to the non-financial private sector and residents abroad

For the purposes of analyzing our loan loss reserve under US GAAP, the Bank divides the loan portfolio into performing and non-performing commercial and consumer loans.

The non-performing commercial loan portfolio is comprised of loans falling into the following classifications of the Argentine Central Bank:

 

    “With Problems”

 

    “High Risk of Insolvency”

 

    “Uncollectible”

The Bank applies ASC 310-10 to all commercial loans classified as “With problems”, “High Risk of Insolvency” and “Uncollectible”. Additionally it is also considered in the assessment, however is not a determining factor, if commercial loans are more than 90 days past due. All non-performing commercial loans are individually assessed for impairment. Consumer loans are assessed on a collective basis.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The allowance for non-performing commercial loans is measured based on the present value of estimated future cash flows discounted at the original effective loan rate or on the fair value of the collateral net of estimated costs to sell in the case where the loan is considered collateral-dependent. An allowance for impaired loans is provided when estimated future cash flows discounted at their original effective rate or collateral fair value is lower than book value.

To calculate the allowance required for all other commercial and consumer impaired loans and unimpaired loans, the Bank performs an analysis of historical losses from consumer and performing commercial loan portfolios in order to estimate losses for US GAAP purposes, resulting from loan losses that had been incurred in such loan portfolios at the balance sheet date but which had not been individually identified. Loss estimates are analyzed by loan type and thus for homogeneous groups of clients. Such historical ratios are updated to incorporate the most recent data reflecting current economic conditions, industry performance trends, geographic or obligor concentrations within each portfolio segment, and any other pertinent information that may affect the estimation of the allowance for loan losses. Many factors can affect the Bank’s estimates of allowance for loan losses, including volatility of default probability, migrations and estimated loss given default.

Allowances on homogeneous loan portfolios are established based on probability of default, which is defined as the probability of the debtor within a specific loan portfolio or segment and rating, defaulting on its obligations within the next twelve (12) months. Under US GAAP, this probability of default is determined by analyzing estimated defaults or foreclosures based on portfolio trends, historical losses, and client’s payment behavior.

d.i. Allowance for Credit Losses and Recorded Investments in Financial Receivables

The following table presents the allowance for loan losses and the related carrying amount of Financial Receivables for the years ended December 31, 2017 and 2016, respectively:

 

     As of December 31, 2017  
     Consumer
Loan Portfolio
     Commercial
Loan Portfolio
     Total  

Allowances for loan losses:

        

Beginning balance

     4,566,137        193,559        4,759,696  

Discontinued Operations

     (594,505      —          (594,505
  

 

 

    

 

 

    

 

 

 

Beginning balance without Discontinued Operations

     3,971,632        193,559        4,165,191  

Charge-offs

     (2,835,302      (12,328      (2,847,630

Recoveries

     —          —          —    

Foreign exchange effect

     —          —          —    

Provision

     3,845,740        93,629        3,939,369  
  

 

 

    

 

 

    

 

 

 

Ending balance without Discontinued Operations

     4,982,070        274,860        5,256,930  

Discontinued Operations

     594,505        —          594,505  

Total Ending balance

     5,576,575        274,860        5,851,435  
  

 

 

    

 

 

    

 

 

 

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Ending balance- individually evaluated for impairment without Discontinued Operations

     —          159,566        159,566  

Ending balance- collectively evaluated for impairment without Discontinued Operations

     4,982,070        115,294        5,097,364  
  

 

 

    

 

 

    

 

 

 

Financing receivables:

        

Discontinued Operations

     7,681,427        —          7,681,427  

Ending balance without Discontinued Operations

     122,760,899        78,039,948        200,800,847  
  

 

 

    

 

 

    

 

 

 

Ending balance: individually evaluated for impairment

     —          410,634        410,634  

Ending balance: collectively evaluated for impairment

     122,760,899        77,629,314        200,390,213  
  

 

 

    

 

 

    

 

 

 
     As of December 31, 2016  
     Consumer
Loan Portfolio
     Commercial
Loan Portfolio
     Total  

Allowances for loan losses:

   Ps.         Ps.         Ps.     

Beginning balance

     3,412,993        184,930        3,597,923  

Charge-offs

     (1,935,065      (189,729      (2,124,794

Recoveries

     —          —          —    

Foreign Exchange effect and other adjustments

     —          —          —    

Provision

     3,088,209        198,358        3,286,567  
  

 

 

    

 

 

    

 

 

 

Ending balance

   Ps 4,566,137        193,559        4,759,696  
  

 

 

    

 

 

    

 

 

 

Ending balance- individually evaluated for impairment

     —          97,449        97,449  

Ending balance-collectively evaluated for impairment

     4,566,137        96,110        4,662,247  
  

 

 

    

 

 

    

 

 

 

Financing receivables:

        

Ending balance

     96,026,410        49,437,900        145,464,310  

Ending balance: individually evaluated for impairment

     —          212,036        212,036  

Ending balance: collectively evaluated for impairment

   Ps. 96,026,410        49,225,864        145,252,274  
  

 

 

    

 

 

    

 

 

 

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

d.ii. Loan Charge-offs and recoveries

Under Argentine Banking GAAP, recoveries on previously charged-off loans are recorded directly to income and the amount of charged-off loans in excess of amounts specifically allocated is recorded as a direct charge to the Income Statement. The Group does not partially charge off troubled loans until final disposition of the loan, rather, the allowance is maintained on a loan-by-loan basis for its estimated settlement value. Under US GAAP, all charge off and recovery activity is recorded through the allowance for loan loss account. Further, loans are generally charged to the allowance account when all or part of the loan is considered uncollectible. In connection with loans in judicial proceedings, resolution through the judicial system may span several years. Loans in judicial proceedings, greater than three years as of December 31, 2017 and December 31, 2016 amounted to Ps.7,797 and Ps.9,867, respectively.

Under US GAAP these loans were completely provisioned. The Group also classified loans, many of which are in judicial proceedings, which amounted to approximately Ps.721,242 and Ps.604,369 as of December 31, 2017 and December 31, 2016 respectively, as uncollectible, although the Group may hold preferred guarantees. Therefore, the balance of loans and allowance for loan losses would be decreased by these amounts.

d.iii. Impaired Loans

ASC 310, requires a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. This Statement is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on Management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.

The following table discloses the amounts of loans considered impaired in accordance with ASC 310, as of December 31, 2017 and 2016:

 

     As of December 31, 2017  
     Recorded
Investment
     Unpaid
Principal
Balance
     Related
Allowance
 

With no related allowance recorded:

        

Commercial

        

Impaired Loans

   Ps 45,746      Ps 43,601      Ps —    

With an allowance recorded:

        

Commercial

        

Impaired Loans

   Ps 364,888      Ps 347,216      Ps 159,566  
  

 

 

    

 

 

    

 

 

 

Total

   Ps 410,634      Ps 390,817      Ps 159,566  
  

 

 

    

 

 

    

 

 

 
     As of December 31, 2016  
     Recorded
Investment
     Unpaid
Principal
Balance
     Related
Allowance
 

With no related allowance recorded:

        

Commercial

        

Impaired Loans

   Ps 35,450      Ps 34,997      Ps —    

With an allowance recorded:

        

Commercial

        

Impaired Loans

   Ps 176,586      Ps 148,694      Ps 97,449  
  

 

 

    

 

 

    

 

 

 

Total

   Ps 212,036      Ps 183,691      Ps 97,449  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The average recorded investments for impaired loans were Ps.476,673 and Ps.453,284 for the years ended December 31, 2017 and 2016, respectively

The interest income recognized on impaired loans amounted to Ps.14,139, Ps.9,994 and Ps.6,576 for the years ended December 31, 2017, 2016 and 2015, respectively.

d.iv. Non-accrual Loans

Non-Accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: “Medium Risk”, “High Risk” and “Uncollectible” and (b) Commercial portfolio: “With problems”, “High Risk of Insolvency”and “Uncollectible” or those in other categories where credit risk analysis shows that interest would not be recoverable.

The following table represents the amounts of nonaccruals, segregated by class of loans, as of December 31, 2017 and 2016, respectively:

 

     As of December 31,  
     2017      2016  

Consumer

     

Advances

   Ps 143,169      Ps 95,544  

Promissory Notes

     208,857        105,191  

Mortgage Loans

     23,042        14,998  

Personal Loans

     503,702        501,387  

Credit Card Loans

     3,061,986        2,858,308  

Other Loans

     52,572        18,041  
  

 

 

    

 

 

 

Total Consumer

   Ps 3,993,328      Ps 3,593,469  
  

 

 

    

 

 

 

Commercial

     

Impaired Loans

     359,620        184,639  
  

 

 

    

 

 

 

Total Commercial

   Ps 359,620      Ps 184,639  
  

 

 

    

 

 

 

Total Non-accrual loans

   Ps 4,352,948      Ps 3,778,108  
  

 

 

    

 

 

 

An aging analysis of past due loans, segregated by class of loans, as of December 31, 2017 and 2016 is as follows:

 

     As of December 31, 2017  
     30-90
Days Past
Due
     91-180
Days Past
Due
     181-360
Days Past
Due
     Greater
than 360
     Total Past
Due
     Current      Total
Financing
 

Consumer

                    

Advances

     45,829        61,844        34,174        47,151        188,998        1,589,058        1,778,056  

Promissory Notes

     68,970        60,422        94,484        53,951        277,827        10,435,306        10,713,133  

Mortgage Loans

     11,117        739        1,570        20,733        34,159        4,087,513        4,121,672  

Personal Loans

     354,768        245,088        225,985        32,629        858,470        18,162,892        19,021,362  

Credit Card Loans

     1,835,281        1,105,194        1,426,896        529,896        4,897,267        79,770,389        84,667,656  

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Other Loans

     15,849        9,865        24,453        18,254        68,421        2,390,599        2,459,020  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Consumer Loans

     2,331,814        1,483,152        1,807,562        702,614        6,325,142        116,435,757        122,760,899  

Commercial:

                    

Performing Loans

     —          —          —          —          —          77,629,314        77,629,314  

Impaired loans

     —          113,889        68,046        130,899        312,834        97,800        410,634  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Commercial Loans

     —          113,889        68,046        130,899        312,834        77,727,114        78,039,948  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,331,814        1,597,041        1,875,608        833,513        6,637,976        194,162,871        200,800,847  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     As of December 31, 2016  
     30-90
Days Past
Due
     91-180
Days Past
Due
     181-360
Days Past
Due
     Greater
than 360
     Total Past
Due
     Current      Total
Financing
 

Consumer

                    

Advances

     31,711        40,741        34,769        20,034        127,255        971,878        1,099,133  

Promissory Notes

     55,544        44,294        43,627        17,270        160,735        7,646,571        7,807,306  

Mortgage Loans

     4,910        2,551        11,313        1,134        19,908        663,514        683,422  

Personal Loans

     340,118        211,806        208,683        80,898        841,505        12,449,464        13,290,969  

Credit Card Loans

     1,587,369        1,085,669        1,308,449        464,190        4,445,677        67,571,390        72,017,067  

Other Loans

     7,180        6,495        7,591        3,955        25,221        1,103,292        1,128,513  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Consumer Loans

     2,026,832        1,391,556        1,614,432        587,481        5,620,301        90,406,109        96,026,410  

Commercial:

                    

Performing Loans

     —          —          —          —          —          49,225,864        49,225,864  

Impaired loans

     5,726        15,415        84,396        88,063        193,600        18,436        212,036  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Commercial Loans

     5,726        15,415        84,396        88,063        193,600        49,244,300        49,437,900  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,032,558        1,406,971        1,698,828        675,544        5,813,901        139,650,409        145,464,310  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

d.v. Credit Quality Indicators

The following tables contain the loan portfolio classification by credit quality indicator set forth by the Argentine Central Bank,

Commercial Portfolio:

 

Loan Classification

  

Description

1. Normal Situation    The debtor is widely able to meet its financial obligations, demonstrating significant cash flows, a liquid financial situation, an adequate financial structure, a timely payment record, competent management, available information in a timely, accurate manner and satisfactory internal controls, The debtor is in the upper 50% of a sector of activity that is operating properly and has good prospects.
2. With Special Follow-up    Cash flow analysis reflects that the debt may be repaid even though it is possible that the customer’s future payment ability may deteriorate without a proper follow-up.
  

This category is divided into two subcategories:

  

(2.a) Under Observation

 

(2.b) Under Negotiation or Refinancing Agreements.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

3. With Problems    Cash flow analysis evidences problems to repay the debt, and therefore, if these problems are not solved, there may be some losses.
4. High Risk of Insolvency    Cash flow analysis evidences that repayment of the full debt is highly unlikely.
5. Uncollectible    Amounts in this category are deemed total losses. Even though these assets may be recovered under certain future circumstances, inability to make payments is evident at the date of the analysis. It includes loans to insolvent or bankrupt borrowers.

Credit quality indicators for the commercial portfolio are reviewed, at a minimum, on an annual basis,

Consumer Portfolio:

 

Loan Classification

  

Description

1. Normal Situation    Loans with timely repayment or arrears not exceeding 31 days, both of principal and interest.
2. Low Risk    Occasional late payments, with a payment in arrears of more than 32 days and up to 90 days. A customer classified as “Normal” having been refinanced may be recategorized within this category, as long as he amortizes one principal installment (whether monthly or bimonthly) or repays 5% of principal.
3. Medium Risk    Some inability to make payments, with arrears of more than 91 days and up to 180 days. A customer classified as “Low Risk” having been refinanced may be recategorized within this category, as long as he amortizes two principal installments (whether monthly or bimonthly) or repays 5% of principal.
4. High Risk    Judicial proceedings demanding payment have been initiated or arrears of more than 180 days and up to one year. A customer classified as “Medium Risk” having been refinanced may be recategorized within this category, as long as he amortizes three principal installments (whether monthly or bimonthly) or repays 10% of principal.
5. Uncollectible    Loans to insolvent or bankrupt borrowers, or subject to judicial proceedings, with little or no possibility of collection, or with arrears in excess of one year.

Credit quality indicators for the consumer portfolio are reviewed on a monthly basis.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The following tables show the loan balances categorized by credit quality indicators for the years ended December 31, 2017 and 2016:

 

     As of December 31, 2017  
     “1”      “2”      “3”      “4”      “5”         
     Normal
Situation
     With special
follow-up or
Low Risk
     With problems or
Medium Risk
     High risk of
insolvency or
High risk
     Uncollectible      Total  

Consumer

                 

Advances

     1,589,058        45,829        61,844        34,174        47,151        1,778,056  

Promissory Notes

     10,435,306        68,970        60,422        94,484        53,951        10,713,133  

Mortgage Loans

     4,087,513        11,117        739        1,570        20,733        4,121,672  

Personal Loans

     18,162,892        354,768        245,088        225,985        32,629        19,021,362  

Credit Card Loans

     79,770,389        1,835,281        1,105,194        1,426,896        529,896        84,667,656  

Other Loans

     2,390,599        15,849        9,865        24,453        18,254        2,459,020  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Consumer Loans

     116,435,757        2,331,814        1,483,152        1,807,562        702,614        122,760,899  

Commercial:

                 

Performing loans

     77,622,335        6,979        —          —          —          77,629,314  

Impaired loans

     —          51,014        156,088        184,904        18,628        410,634  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Commercial Loans

     77,622,335        57,993        156,088        184,904        18,628        78,039,948  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Financing Receivables

     194,058,092        2,389,807        1,639,240        1,992,466        721,242        200,800,847  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     As of December 31, 2016  
     “1”      “2”      “3”      “4”      “5”         
     Normal
Situation
     With special
follow-up or
Low Risk
     With problems or
Medium Risk
     High risk of
insolvency or
High risk
     Uncollectible      Total  

Consumer

                 

Advances

     971,878        31,711        40,741        34,769        20,034        1,099,133  

Promissory Notes

     7,646,571        55,544        44,294        43,627        17,270        7,807,306  

Mortgage Loans

     663,514        4,910        2,551        11,313        1,134        683,422  

Personal Loans

     12,449,464        340,118        211,806        208,683        80,898        13,290,969  

Credit Card Loans

     67,571,390        1,587,369        1,085,669        1,308,449        464,190        72,017,067  

Other Loans

     1,103,292        7,180        6,495        7,591        3,955        1,128,513  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Consumer Loans

     90,406,109        2,026,832        1,391,556        1,614,432        587,481        96,026,410  

Commercial:

                 

Performing loans

     49,136,725        89,139        —          —          —          49,225,864  

Impaired loans

     —          27,397        75,468        92,283        16,888        212,036  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Commercial Loans

     49,136,725        116,536        75,468        92,283        16,888        49,437,900  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Financing Receivables

     139,542,834        2,143,368        1,467,024        1,706,715        604,369        145,464,310  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loans are considered non-accrual when they are categorized by credit quality as “with problems” or “medium risk” or worse.

Loans past due 90 days or more and still accruing amounted Ps.391,898 and Ps.118,788 as of December 31, 2017 and 2016.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

As of December 31, 2017 and 2016, the total shareholders’ equity adjustment for loan impairment-private sector was as follows:

 

      Argentine 
Banking GAAP
      US GAAP        Adjustment   

December 31, 2016

   Ps. 4,766,300      Ps. 4,759,696      Ps. 6,604  
  

 

 

    

 

 

    

 

 

 

Variances

     1,644,048        1,091,739        552,309  
  

 

 

    

 

 

    

 

 

 

December 31, 2017

   Ps. 6,410,348      Ps. 5,851,435      Ps. 558,913  
  

 

 

    

 

 

    

 

 

 

d.vi. Trouble Debt Restructuring disclosures

Restructured loan is considered a TDR if the debtor is experiencing financial difficulties and the Bank grants a concession to the debtor that would not otherwise be considered. Concessions granted could include but it not necessary limited to: reduction in interest rate to rates that are considered below market, extension of repayment schedules and maturity dates beyond original contractual terms.

In 2017 there were 4 restructuring transactions affecting commercial debtors whose financial situation had deteriorated. As of the date of issuance of these Consolidated Financial Statements, 3 of these debtors are in default of their payment obligations.

As for the consumer segment, all the restructuring transactions effected during 2017 had the following characteristics: (i) the debtor had paid, at a minimum, one installment in advance in order to qualify to the restructuring of its debt; (ii) the Bank and the Regional Cards made sure before the restructuring that the debtor’s monthly payment capacity would be able to absorb the new monthly paying obligation resulting from the restructuring; (iii) the guarantees in force were in all cases maintained or, in the case of loans without guarantees, the execution capacity for the loan was improved; and (iv) all the restructurings in force are arranged in consecutive monthly payments, with a minimum of six months and a maximum of 60 months.

The following tables present for the periods ended as of December 31, 2017 and 2016, the financing receivables modified as troubled debt restructurings in 2017 and 2016:

 

     December 31, 2017  
     Number of
Loans
     Investment
recorded
     Allowances  

Commercial

        

Performing loans

     1        28,384        1,149  

Impaired loans

     3        79,115        22,067  
  

 

 

    

 

 

    

 

 

 

Total Commercial

     4        107,499        23,216  

Consumer

        

Advances

     2        93        63  

Promissory Notes

     231        103,621        23,174  

Mortgage Loans

     —          —          —    

Personal Loans

     25,832        1,256,763        244,600  

Credit Cards Loans

     480,554        6,522,123        1,477,074  
  

 

 

    

 

 

    

 

 

 

Total Consumer

     506,619        7,882,600        1,744,911  
  

 

 

    

 

 

    

 

 

 

TOTAL

     506,623        7,990,099        1,768,127  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

     December 31, 2016  
     Number of
Loans
     Investment
recorded
     Allowances  

Commercial

        

Performing loans

     3        26,118        1,074  

Impaired loans

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Total Commercial

     3        26,118        1,074  

Consumer

        

Advances

     17        829        401  

Promissory Notes

     540        120,816        10,424  

Mortgage Loans

     1        689        —    

Personal Loans

     24,960        813,993        40,382  

Credit Cards Loans

     358,016        4,595,717        449,462  

Other Loans

     99        90,419        161  
  

 

 

    

 

 

    

 

 

 

Total Consumer

     383,633        5,622,463        500,830  
  

 

 

    

 

 

    

 

 

 

TOTAL

     383,636        5,648,581        501,904  
  

 

 

    

 

 

    

 

 

 

The following tables present for the periods ended as of December 31, 2017 and 2016, the financing receivables modified as troubled debt restructurings within the previous twelve months and for which there was a payment default during the year:

 

     December 31, 2017  
     Number of
Loans
     Investment
recorded
     Allowances  

Commercial

        

Performing loans

     2        16,663        782  

Impaired loans

     1        11,728        3,170  
  

 

 

    

 

 

    

 

 

 

Total Commercial

     3        28,391        3,952  

Consumer

        

Promissory Notes

     28        9,962        3,659  

Personal Loans

     1,686        47,130        15,585  

Credit Cards Loans

     63,842        667,557        422,661  
  

 

 

    

 

 

    

 

 

 

Total Consumer

     65,556        724,649        441,905  
  

 

 

    

 

 

    

 

 

 

TOTAL

     65,559        753,040        445,857  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

     December 31, 2016  
     Number of
Loans
     Investment
recorded
     Allowances  

Commercial

        

Performing loans

     —          —          —    

Impaired loans

     6        50,588        50,588  
  

 

 

    

 

 

    

 

 

 

Total Commercial

     6        50,588        50,588  

Consumer

        

Advances

     281        14,236        —    

Promissory Notes

     185        28,132        6,630  

Mortgage Loans

     5        4,528        1,071  

Personal Loans

     11,765        184,028        18,995  

Credit Cards Loans

     57,533        549,184        378,837  

Other Loans

     1        588        —    
  

 

 

    

 

 

    

 

 

 

Total Consumer

     69,770        780,696        405,533  
  

 

 

    

 

 

    

 

 

 

TOTAL

     69,776        831,284        456,121  
  

 

 

    

 

 

    

 

 

 

e. Government securities

The following table summarizes the US GAAP adjustment related to government securities, as of December 31, 2017 and 2016:

 

     December 31, 2017     December 31, 2016  
     Book Value
Argentine
Banking
GAAP
     Fair Value –
Book value
under US
GAAP
     Shareholders’s
Equity
Adjustment
    Book Value
Argentine
Banking
GAAP
     Fair Value –
Book value
under US
GAAP
     Shareholders’s
Equity
Adjustment
 

Government securities

     3,610,170        3,609,946        (224     2,728,042        2,739,660        11,618  

Securities issued by the Argentine Central Bank Recorded at their Acquisition Cost plus I.R.R

     —          —          —         6,973,364        6,967,780        (5,584
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total

     3,610,170        3,609,946        (224     9,701,406        9,707,440        6,034  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Government securities and securities issued by the Argentine Central Bank

As of December 31, 2017 and 2016 under Argentine Banking GAAP the Group holds government securities which are classified under the caption “Holdings Recorded at their Acquisition Cost plus I.R.R”. The Group also holds some securities issued by the Argentine Central Bank, classified under the caption “Securities issued by the Argentine Central Bank”, which are recorded at their cost plus I.R.R. as they have not been included in the information about volatilities or present values issued by the Argentine Central Bank.

For US GAAP purposes, these securities were classified as trading and accounted for at its fair value with changes recorded in the Income Statement and certain securities were classified as available for sale and measured at fair value with changes recorded in Other Comprehensive Income.

f. Items in process of collection

The Bank does not give accounting recognition to checks drawn on the Bank or other banks, or other items to be collected until such time as the related item clears or is accepted. Such items are recorded by the Bank in memorandum accounts. US banks, however, account for such items through balance sheet clearing accounts at the time the items are presented to the Bank.

Grupo Galicia’s assets and liabilities would be increased by approximately Ps.28,228,662 and Ps.22,882,600 applying US GAAP at December 31, 2017 and 2016, respectively.

g. Securitizations.

The following table summarizes the adjustment for US GAAP purposes related to securitization transactions as of December 31, 2017 and 2016:

 

     December 31, 2017      December 31, 2016  
     Book Value
Argentine
Banking
GAAP
     Fair Value –
Book value
under US
GAAP
     US GAAP
Shareholders’s
Equity
Adjustment
     Book Value
Argentine
Banking
GAAP
     Fair Value –
Book value
under US
GAAP
     US GAAP
Shareholders’s
Equity
Adjustment
 
     (in thousands of Ps,)  

Galtrust I

     96,481        140,652        44,171        504,874        540,858        35,984  

Saturno Trust

     17,360        21,958        4,598        23,360        25,288        1,928  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     113,841        162,610        48,769        528,234        566,146        37,912  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Financial trust “Galtrust I”

The financial trust “Galtrust I” was created in October 2000 in connection with the securitization of provincial loans for a total amount of Ps.1,102 million. The securitized loans were from the portfolio of loans granted to provincial governments, guaranteed by the federal tax revenues shared with the provincial governments.

During 2002, the portfolio of loans included and the related retained interest in Galtrust I was subject to the pesification. As a result the retained interest in the trust was converted into pesos at an exchange rate of 1.40 to 1 and the interest rate for their debt securities changed to CER plus 10%. During 2003, Galtrust I had swapped its provincial loans for Bogar Bonds due 2018.

Under Argentine Banking GAAP, this transaction was accounted for as sales and the participation certificates retained by the Bank are recorded at the present value of cash flows discounted by the I.R.R. of instruments with similar characteristics and duration and with volatility. When the book value exceeds the present value, the monthly accrual is recorded in an asset offset account. The participation certificates are recorded under Argentine Central Bank rules in the caption “Other Receivables from Financial Brokerage”, and its balance as of December 31, 2017 and 2016, was Ps.96,481 and Ps.504,874, respectively.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

In accordance with ASC 810, the Group was deemed to be the primary beneficiary of this trust and, therefore, the Bank reconsolidated the assets and liabilities of the mentioned trust. Upon consolidation, the Bogar Bonds were classified as available-for-sale securities and measured at fair value with changes recorded in other comprehensive income. The profit and loss impact is generated by the reclassification of Other comprehensive income to the net income as a consequence of the amortization of the Bogar Bonds 2018.

Others

Under Argentine Banking GAAP, certain loans that the Group had in its portfolio were transferred to Saturno Trust. In exchange for the loans transferred, the Group received all the participation certificates, which were accounted for at cost. According to this criterion, as of December 31, 2017 and December 31, 2016 Saturno Trust was recorded under caption “Other Receivables from Financial Brokerage” for an amount of Ps.17,360 and Ps.23,360, respectively.

In accordance with ASC 810, the Group was deemed to be the primary beneficiary of this trust and, therefore, the Bank reconsolidated the assets and liabilities of the mentioned trust. Upon consolidation, the loans have been measured at amortized cost with its corresponding allowance for loan losses measured in accordance with ASC 310.

Additional information required by US GAAP

The table below presents the aggregated assets and liabilities of the financial trusts which have been consolidated for US GAAP purposes:

 

     December 31,  
     2017      2016  

Cash and due from banks

   Ps. 43,393      Ps. 36,083  

Government securities and Promissory Notes

     96,481        504,874  

Loans

     17,360        23,360  

Investments

     1,527        5,181  

Other assets

     5,605        563  
  

 

 

    

 

 

 

Total Assets

   Ps. 164,366      Ps. 570,061  
  

 

 

    

 

 

 

Participation Certificates

     162,610        566,146  

Other liabilities

     1,756        3,915  
  

 

 

    

 

 

 

Total Liabilities

   Ps. 164,366      Ps. 570,061  
  

 

 

    

 

 

 

The Group’s maximum loss exposure, which amounted to Ps.164,366 and Ps.570,061 as of December 31, 2017 and 2016, respectively, is based on the unlikely event that all of the assets in the VIE’s become worthless and incorporates potential losses associated with assets recorded on the Group’s balance sheet.

h. Acceptances.

Under Argentine Banking GAAP, acceptances are accounted for in memorandum accounts. Under US GAAP, third party liability for acceptances should be included in “Other Receivables Resulting from Financial Brokerage” representing Group customers’ liabilities on outstanding drafts or bills of exchange that have been accepted by the Group.

The Group’s assets and liabilities would be increased by approximately Ps.456,567 and Ps.586,180, had US GAAP been applied as of December 31, 2017 and 2016, respectively.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

i. Impairment of real estate properties and foreclosed assets.

Under Argentine Banking GAAP, real estate properties and foreclosed assets are carried at cost adjusted by depreciation over the life of the assets. In accordance with ASC 360-10 “Impairment of Long-lived Assets”, such assets are additionally subject to: recognition of an impairment loss if the carrying amounts of those assets are not recoverable from their undiscounted cash flows and an impairment loss measured as the difference between the carrying amount and fair value of the assets.

The Group evaluates potential impairment loss relating to long-lived assets by comparing their carrying amounts with the undiscounted future expected cash flows generated by the assets over the remaining life of the assets. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of the assets. Testing whether an asset is impaired and measuring the impairment loss is performed for asset groupings at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In 2002, the Group determined that the uncertainty of the Argentine economic situation had a significant impact on the recoverability of its long-lived assets and evaluated its properties for impairment. An impairment loss was recorded in 2002.

Foreclosed assets are carried at the lower of cost and fair value. In 2002, the Group recorded a valuation allowance reflecting a decrease in the market values of its foreclosed properties.

As of December 31, 2017 and 2016, no additional impairment was recorded in real estate properties and foreclosed assets.

The Argentine Banking GAAP depreciation for 2017 and 2016 of the assets impaired in 2002 has been reversed for US GAAP purposes.

Therefore, the Shareholders’ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps. (46,230) and Ps. (47,625), respectively.

j. Equity investments in other companies

Under Argentine Banking GAAP, the equity investments in companies where significant influence exists are accounted for under the equity method. The remaining investments have been accounted for under the cost method, taking their equity method value as a limit in book value.

For US GAAP purposes, under ASC 323, Investments – Equity Method and Joint Ventures, the Group should determine if any factors are present that might indicate the fair value of the investment has been negatively impacted during the fiscal year. If it is determined that the fair value of an investment is less than the related company’s value, an impairment of the investment must be recognized.

As of December 31, 2017 and 2016, the Group concluded that the carrying amount of certain investments would not be recoverable and, therefore, an impairment loss was recorded for US GAAP purposes. In addition the Group concluded that under US GAAP, significant influence is exercised over its investment in Prisma Medios de Pago S.A. and, therefore, accounted for such investment under the equity method.

Therefore the Shareholders’ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and December 31, 2016 amounted to Ps.195,681 and Ps.(14,365), respectively.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

j.1 Liability from Extinguishment of non-controlling interest

As of December 31, 2017, the Bank recognized a financial liability for the commitment to purchase a 6% interest in Tarjetas Regionales S.A. in the amount of Ps.919,935. ASC 480 sets forth that a commitment to purchase non-controlling interest should be accounted for as a financial liability at fair value. The non-controlling interest is derecognized and the differences with the carrying value is recognized as additional paid in capital.

k. Financial Guarantees

Other Financial Guarantees.

The Bank issues financial guarantees, which are obligations to pay to a third party when a customer fails to repay its obligation.

Under Central Bank rules, guarantees issued are recognized as liabilities when it is probable that the obligation undertaken by the guarantor will be performed.

Under US GAAP, FASB ASC 460 “Guarantees” requires that at inception of a guarantee, a guarantor recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. Such liability at inception is deemed to be the fee received by the Group with an offsetting entry equal to the consideration received. Subsequent reduction of liability is based on an amortization method as the Group is decreasing its risk. As of December 31, 2017 and 2016, the fair value of the guarantees less the estimated proceeds from collateral amounted to Ps.(1,660) and Ps.(469), respectively. The Net income adjustment as of December 31, 2017 and 2016 amounted to Ps.(1,191) and Ps.826, respectively.

l. Non-controlling interest

Under Argentine Banking GAAP, the non-controlling interest is required to be disclosed as a component of the liabilities. Under US GAAP, non-controlling interest should be reported as a separate component within equity in the consolidated financial statements. Additionally, consolidated net income and comprehensive income are reported with separate disclosure of the amounts attributable to the parent company and to the non-controlling interest. The non-controlling interest in accordance with Argentine Banking GAAP has been reclassified for US GAAP reconciliation purposes.

Also, non-controlling interest under US GAAP reflects the effect in non controlling interest of all the other US GAAP adjustments discussed.

m. Foreign Debt Restructuring

On May 18, 2004, the Group completed the restructuring of its foreign debt. As a result of this restructuring, the Group recorded a Ps.142.5 million gain under Argentine Banking GAAP.

For US GAAP purposes, the restructuring is accounted for in each of two steps. The first step of the restructuring required the holders of the Group’s debt to exchange its old debt for new debt in two tranches. Pursuant to “Determining Whether a Debtor’s Modification or Exchange of Debt Instruments is within the scope of ASC 470), the Group did not receive any concession from the holders of the debt and therefore, the first step restructuring was not considered a trouble debt restructuring. Pursuant to “Debtors Accounting for a Modification or Exchange of Debt Instruments” ASC 470-50, the first step of the restructuring was accounted for as a modification of the old debt and therefore the Group did not recognize any gain or loss. The second step of the restructuring offers the holders of the Group’s debt issued in the first step explained above to exchange it for new securities including cash, Boden 2012 Bonds and equity shares of the Group. Pursuant to US GAAP this second step, the restructuring was accounted for in accordance with “Accounting by Debtors and Creditors for Trouble Debt Restructurings” ASC 310-40, as a partial settlement of the debt through the transfer of certain assets and equity at its fair value. After deducting the considerations used to repay the debt, ASC 310-40 requires the comparison of the future cash outflows of the restructured debt and the carrying of the debt at the restructuring date.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

A gain on troubled debt restructuring is only recognized when the remaining carrying value of the debt at the date of the restructuring exceeds the total future cash payments of the restructured debt reduced by the fair value of the assets and equity given as payment of the debt. Since the total future cash outflows of the restructured debt exceeds the carrying value of the old debt, no gain on restructuring was recorded under US GAAP.

As a result, under US GAAP, the carrying amount of the restructured debt is greater than the amount recorded under Argentine Banking GAAP. Therefore, under US GAAP, a new effective interest rate was determined to reflect the present value of the future cash payments of the restructured debt.

Furthermore, under US GAAP, expenses incurred in a troubled debt restructuring are expensed as incurred. Expenses related to the issuance of equity were deducted directly from the shareholder’s equity.

During 2010, the Group repurchased part of the debt maturing in 2010 and 2014. In addition, Negotiable Obligations were repaid in advance. For US GAAP purposes, these transactions were considered as an extinguishment of debt. Therefore, the US GAAP adjustment recorded in previous years related to the debt extinguished was reversed in 2010, generating a gain of approximately Ps. 34,462 included in 2010 US GAAP net income reconciliation.

During 2011, the Group paid in advance the interest capitalized related to the Subordinated Negotiable Obligation for an amount of approximately US$95.8 million. This amount was originally scheduled to be paid in 2014. This advance payment does not constitute a modification of terms of the Negotiable Obligation for US GAAP purposes.

During 2016, the Group have paid in advance the Subordinated Negotiable Obligation, which was originally scheduled to be paid in 2019. Consequently no shareholders’ equity adjustment was recorded as of December 31, 2017 and 2016.The Income Statement’ adjustment as of December 31, 2016 and 2015, amounted to Ps.69,216 and Ps.(13,401), respectively.

n. Repurchase Agreements and Reverse Repurchase Agreements (“Repos and Reverse Repos”).

Under Argentine Banking GAAP, the Group derecognizes the securities transferred under the repurchase agreement and records an asset related to the future repurchase of these securities. Contemporaneously, the Group records a liability related to the cash received in the transaction. As of December 31, 2017, the adjustment related to the derecognition of the securities amounted to Ps.10,774,896, as well as the reversal of the liability recorded in other liabilities resulting from financial brokerage amounted to Ps.10,774,896.

The asset related to securities to be repurchased is measured as the same criteria as the transferred securities.

Similar treatment applies to reverse repo agreements.

For US GAAP purposes these transactions have not qualified as true sales and therefore these transactions were classified as trading and recorded at fair value.

p. Fair Value Measurements Disclosures.

ASC 820-10 defines fair value, establishes a consistent framework for measuring fair value and disclosure requirements about fair-value measurements. ASC 820 -10, among other things, requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

In addition, ASC 825-10 provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments and written loan commitments not previously recorded at fair value. Under ASC 825-10, fair value is used for both the initial and subsequent measurement of the designated assets, liabilities and commitments, with the changes on fair value recognized in net income.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Fair Value Hierarchy

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In addition, ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

 

    Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

    Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 2 – inputs include the following:

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets;

c) Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means

 

    Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Determination of Fair Value

Fair value is based upon quoted market prices in active markets, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, option volatilities and currency rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Bank’s creditworthiness, liquidity and unobservable parameters that are applied consistently over time.

The Group believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The following section describes the valuation methodologies used by the Group to measure various financial instruments at fair value, including an indication of the level in the fair-value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Assets

a) Government securities and other investments

Listed investment securities: where quoted prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities include national and province governments bonds, instruments issued by Argentine Central Bank and corporate securities.

Other investments securities: as quoted market prices are not available, then fair values are estimated by using a discounted cash flow model which includes assumptions based upon projected finance charges related to the securitized assets, estimated net credit losses, prepayment assumptions and contractual interest paid to third-party investors. These are classified within level 3 of the valuation hierarchy.

b) Securitizations

As of December 31, 2017 and 2016 the caption includes the consolidated assets of Galtrust I. The fair value was determined by using the fair value of the underlying assets (Bogar bonds which are traded in Buenos Aires Stock Exchange). Therefore, these are classified within level 1 of the valuation hierarchy.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

c) Derivatives Financial Instruments

Forward transactions traded in autoregulated markets are made through recognized exchange markets, such as MAE and ROFEX.

The general settlement method for these transactions does not require delivery of the traded underlying asset. Rather, settlement is carried on a daily basis for the difference, if any, between the closing price of the underlying asset and the closing price or value of the underlying asset corresponding to the previous day, the difference in price being charged to income. Therefore, they are classified in Level 2 of the fair-value hierarchy.

Forward transactions conducted directly with customers are recorded as the difference between the agreed foreign currency exchange rate and an average between such exchange rate at the end of the year according with the future prices published by ROFEX and MAE. Therefore, they are classified in Level 2 of the fair-value hierarchy.

Liabilities

d) Derivatives Financial Instruments

Forward transactions traded in autoregulated markets are made through recognized exchange markets, such as MAE and ROFEX.

The general settlement method for these transactions does not require delivery of the traded underlying asset. Rather, settlement is carried on a daily basis for the difference, if any, between the closing price of the underlying asset and the closing price or value of the underlying asset corresponding to the previous day, the difference in price being charged to income. Therefore, they are classified in Level 21 of the fair-value hierarchy.

Forward transactions conducted directly with customers are recorded as the difference between the agreed foreign currency exchange rate and an average between such exchange rate at the end of the year according with the future prices published by ROFEX and MAE. Therefore, they are classified in Level 2 of the fair-value hierarchy.

Items measured at fair value on a recurring basis

The following table presents the financial instruments carried at fair value as of December 31, 2017 and 2016, for US GAAP purposes by ASC 820-10 valuation hierarchy (as described above).

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Balances as of December 31, 2017    Total
fair
value
    

Quoted

market prices

in active

markets

(Level 1)

    

Internal

models with

significant

observable

market

parameters

(Level 2)

   

Internal

models with

significant

unobservable

market

parameters

(Level 3)

 

ASSETS

          

a) Government securities and other investments

          

a.1) Holdings recorded at fair value

          

Government Securities recorded at Fair Value

   Ps. 11,325,258        11,160,043        —         165,215  

a.2) Securities issued by Argentine Central Bank

   Ps. 18,350,743        18,350,743        —         —    

b) Securitizations

          

b.1) Galtrust I (*)

   Ps. 140,652        140,652        —         —    

b.2) Other Investments (**)

   Ps. 21,958        —          —         21,958  

c) Derivatives financial instruments

   Ps. 525,349        —          525,349       —    
  

 

 

    

 

 

    

 

 

   

 

 

 

TOTAL ASSETS AT FAIR VALUE

   Ps. 30,363,960        29,651,438        525,349       187,173  
  

 

 

    

 

 

    

 

 

   

 

 

 

LIABILITIES

          

d) Derivatives financial instruments

   Ps. (573,218)        —          (573,218     —    
  

 

 

    

 

 

    

 

 

   

 

 

 

TOTAL LIABILITIES AT FAIR VALUE

   Ps. (573,218)        —          (573,218     —    
  

 

 

    

 

 

    

 

 

   

 

 

 

 

(*) The Ps.140,652 corresponds to the fair value of the Bogar Bonds recorded as an asset in Galtrust I.
(**) This amount is related to the fair value of participation certificates of Saturno Trust.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Balances as of December 31, 2016

   Total
fair
value
     Quoted
market prices
in active
markets
(Level 1)
     Internal
models with
significant
observable
market
parameters
(Level 2)
    Internal
models with
significant
unobservable
market
parameters
(Level 3)
 

ASSETS

          

a) Government securities and other investments

          

a.1) Holdings recorded at fair value

          

Government Securities recorded at Fair Value

   Ps. 7,751,763        6,368,225        1,070,472       313,066  

a.2) Securities issued by Argentine Central Bank

   Ps. 8,543,984        8,543,984        —         —    

b) Securitizations

     540,858        540,858        —         —    

b.1) Galtrust I (*)

   Ps.          

b.2) Other Investments (**)

   Ps. 25,288        —          —         25,288  

c) Derivatives financial instruments

   Ps. 111,287        —          111,287       —    
  

 

 

    

 

 

    

 

 

   

 

 

 

TOTAL ASSETS AT FAIR VALUE

   Ps. 16,973,180        15,453,067        1,181,759       338,354  
  

 

 

    

 

 

    

 

 

   

 

 

 

LIABILITIES

          

d) Derivatives financial instruments

   Ps. (141,013)        —          (141,013     —    
  

 

 

    

 

 

    

 

 

   

 

 

 

TOTAL LIABILITIES AT FAIR VALUE

   Ps. (141,013)        —          (141,013     —    
  

 

 

    

 

 

    

 

 

   

 

 

 

 

(*) The Ps. 540,858 corresponds to the fair value of the Bogar Bonds recorded as an asset in Galtrust I.
(**) This amount is related to the fair value of participation certificates of Saturno Trust.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Changes in level 3 fair value measurements

The table below includes a roll forward of the balance sheet amounts as of December 31, 2017, 2016 and 2015 (including the change in fair value) for financial instruments classified by the Group within Level 3 of the valuation hierarchy. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement.

 

     Other
investments
     Securities issued
by Argentine
Central Bank and
government
securities
     Total Fair
Value
Measurements
 

Fair value, December 31, 2015

   Ps. 21,869      Ps. 1,342,704      Ps. 1,364,573  

Included in earnings

     3,419        —          3,419  

Purchases

     —          313,066        313,066  

Settlements

     —          (1,342,704      (1,342,704
  

 

 

    

 

 

    

 

 

 

Fair value, December 31, 2016

   Ps. 25,288      Ps. 313,066      Ps. 338,354  
  

 

 

    

 

 

    

 

 

 

Included in earnings

     (3,330      —          (3,330

Purchases

     —          165,215        165,215  

Settlements

     —          (313,066      (313,066
  

 

 

    

 

 

    

 

 

 

Fair value, December 31, 2017

   Ps. 21,958        165,215      Ps. 187,173  
  

 

 

    

 

 

    

 

 

 

The table below summarizes gains and losses due to changes in fair value, recorded in earnings for level 3 assets and liabilities during the period:

 

Balances as of December 31,

   Total Fair Value Measurements  
     2017      2016      2015  

Classification of gains and losses included in earnings :

        

Financial Income

     (3,330      3,419        3,711  
  

 

 

    

 

 

    

 

 

 

Total

     (3,330      3,419        3,711  

The Group records transfers between levels assuming the transfer occurs at the end of the period. The Group did not transfer any assets or liabilities between Levels 1 and 2 of the fair value hierarchy during 2017 and 2016.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

In addition, the Group is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements in accordance with GAAP. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Group records nonrecurring adjustments for including certain impairment amounts for impaired loans calculated in accordance with ASC 310-10 when establishing the allowance for loan losses. Estimates of fair value used for impaired loans generally are based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3. The valuation technique used to obtain the fair value was an income approach using discounted cash flows based on the contracted maturity of the loans. The discount rates are based on the current market rates corresponding to the applicable maturity. No changes in the valuation technique took place during the year. Loans subject to nonrecurring fair value measurement were Ps.251,068 and Ps.114,587 as of December 31, 2017 and 2016 classified as Level 3.

q. CFA—Discontinued Operations

The board of directors of the Bank, approved the sale of a major business line, which consists of one component under ASC 205-20-20, during the last quarter of 2016. The business line to be sold represents one of the Group’s five reportable segments “CFA Personal Loans”. The Bank announced the disposal plan to investors on January 12, 2017, however the decision was made prior to that date. The component represents a strategic shift that will have a major effect on the Group operations and financial results, as such, the component is classified as discontinued operation in accordance with the criteria in ASC 205-20-45-1C. Based on the held-for-sale criteria in ASC 360-10-45-9, the component was classified as held-for-sale at December 31, 2016 and December 31, 2017 and measured at the lower of its carrying amount and fair value less cost to sell. On December 4, 2017, through Resolution No. 414, the Argentine Central Bank authorized such transaction. As of December 31, 2017, the Group measured CFA at its carrying amount at the time of classification as held for sale which was lower than its fair value less cost to sell.

On January 12, 2017, Grupo Financiero Galicia S.A. accepted an offer made by Mr. Julio Alfredo Fraomeni and Galeno Capital S.A.U. to buy its whole non-controlling interest in Compañía Financiera Argentina S.A. On December 4, 2017, through Resolution No. 414, the Argentine Central Bank authorized such transaction. The sale of shares took place on February 2, 2018. As of March 26, 2018, the price was agreed on Ps.1,047,277. Under US GAAP purposes, the result of the sale generated a profit which amounted to Ps.178,671.

Additional disclosures required by ASC 205-20-45-10 and 205-20-50-5B:

 

     December 31,  
     2017      2016      2015  

“CFA Personal Loans” – Discontinued Operations:

        

Cash

   Ps. 328,120      Ps. 395,513      Ps. 346,791  

Government and corporate securities

     696,236        16,776        46,219  

Loans

     6,732,844        4,697,314        2,714,379  

Others

     689,934        711,463        658,951  

Total assets

     8,447,134        5,821,066        3,766,340  

Deposits

     2,700,931        1,412,974        616,525  

Other liabilities resulting from financial brokerage

     4,141,877        2,900,235        1,554,174  

Others

     485,555        389,251        335,160  

Total liabilities

     7,328,363        4,702,460        2,505,859  

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Financial Income

   Ps. 3,462,383     Ps. 2,268,786      Ps. 1,855,358  

Financial Expenditures

     1,320,259       800,285        599,905  

Provision for Loan Losses

     602,093       358,764        227,771  

Administrative Expenses

     1,579,197       1,232,194        930,407  

Others

     473,776       482,151        290,713  

Net income from operations of discontinued Component CFA before Income tax

     434,610       359,694        387,988  

Income Tax

     157,445       180,363        168,041  

Net income on Discontinued Operations

     277,165       179,331        219,947  

Eliminations with the parent company and its subsidiaries

     (277,165     133,618        21,370  

Net income after eliminations on Discontinued Operations (*)

     —         312,949        241,317  

 

(*) As of December 31, 2017 the investment in CFA was measured at its carrying amount as of December 31, 2016 (i.e. no impairment was recorded).

r. Segment Reporting

The Company is required to present segment information. Operating segments are defined as components of an enterprise about which separate financial information is available and which is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. Reportable segments consist of one or more operating segments with similar economic characteristics, distribution systems and regulatory environments. The information provided for Segment Reporting is based on internal reports used by the CODM.

As of December 31, 2017, 2016 and 2015, “CFA Personal Loans”, one of the Group’s five reportable segments, is classified as Discontinued Operations in accordance with the criteria in ASC 205-20-45-1C.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

In Pesos Thousands

   Banking     Regional
Credit
Cards
    Insurance     Other
Grupo
Galicia
Businesses
     Adjustments     Consolidated
Total
 

Year ended December 31, 2017

             

Gross Brokerage Margin

     15,916,147       5,917,426       326,779       159,148        688,103       23,007,603  

Net Income from Services

     7,616,394       6,745,270       —         776,540        (1,053,513     14,084,691  

Net Operating Revenue

     23,532,541       12,662,696       326,779       935,688        (365,410     37,092,294  

Provisions for Loan Losses

     2,032,978       2,017,613       —         —          —         4,050,591  

Administrative Expenses

     13,579,091       6,938,515       650,595       134,468        63,253       21,365,922  

Net Operating Income

     7,920,472       3,706,568       (323,816     801,220        (428,663     11,675,781  

Net Income from Insurance Companies Activities

     —         —         1,025,216       —          1,030,954       2,056,170  

Income from Equity Investment

             

Tarjetas Regionales SA

     2,113,677       —         —         —          (2,113,677     —    

Sudamericana Holding SA

     56,584       —         —         —          (56,584     —    

Others

     501,971       —         2,072       22,516        (95,409     431,150  

Other Income (Loss)

     (20,104     679,088       (2,520     14,741        (56,358     614,847  

Non-controlling interests

     —         (338     (4     —          (625,863     (626,205

Pre-tax Income

     10,572,600       4,385,318       700,948       838,477        (2,345,600     14,151,743  

Income tax

     2,986,731       1,640,285       259,691       287,016        (5,470     5,168,253  

Discontinued Operations

     —         —         —         —          —         —    

Net Income

     7,585,869       2,745,033       441,257       551,461        (2,340,130     8,983,490  

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

In Pesos Thousands

   Banking      Regional
Credit
Cards
    Insurance     Other
Grupo
Galicia
Businesses
     Adjustments     Consolidated
Total
 

Year ended December 31, 2016

              

Gross Brokerage Margin

     10,759,108        4,018,519       351,038       60,050        (50,456     15,138,259  

Net Income from Services

     6,007,803        5,266,563       —         429,633        (1,128,942     10,575,057  

Net Operating Revenue

     16,766,911        9,285,082       351,038       489,683        (1,179,398     25,713,316  

Provisions for Loan Losses

     1,530,865        1,660,879       —         —          —         3,191,744  

Administrative Expenses

     10,351,090        5,675,998       515,869       121,784        22,968       16,687,709  

Net Operating Income

     4,884,956        1,948,205       (164,831     367,899        (1,202,366     5,833,863  

Net Income from Insurance Companies Activities

     —          —         1,272,562       —          1,095,956       2,368,518  

Income from Equity Investment

              

Tarjetas Regionales SA

     1,098,477        —         —         —          (1,098,477     —    

Sudamericana Holding SA

     89,553        —         —         —          (89,553     —    

Others

     156,894        —         3,215       9,658        (89,348     80,419  

Other Income (Loss)

     419,222        626,487       (391     1,618        (7,466     1,039,470  

Non-controlling interests

     —          (320     (2     —          (402,846     (403,168

Pre-tax Income

     6,649,102        2,574,372       1,110,553       379,175        (1,794,100     8,919,102  

Income tax

     1,840,003        1,117,678       387,019       129,978        (279,555     3,195,123  

Discontinued Operations

     344,678        —         —         —          (31,729     312,949  

Net Income

     5,153,777        1,456,694       723,534       249,197        (1,546,274     6,036,928  

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

In Pesos Thousands

   Banking      Regional
Credit
Cards
     Insurance     Other
Grupo
Galicia
Businesses
     Adjustments     Consolidated
Total
 

Year ended December 31, 2015

               

Gross Brokerage Margin

     8,473,428        2,685,102        232,208       61,361        (26,242     11,425,857  

Net Income from Services

     4,126,838        4,220,431        —         247,119        (981,017     7,613,371  

Net Operating Revenue

     12,600,266        6,905,533        232,208       308,480        (1,007,259     19,039,228  

Provisions for Loan Losses

     1,231,639        753,243        —         —          —         1,984,882  

Administrative Expenses

     7,587,453        4,167,964        378,867       77,310        9,047       12,220,641  

Net Operating Income

     3,781,174        1,984,326        (146,659     231,170        (1,016,305     4,833,705  

Net Income from Insurance Companies Activities

     —          —          775,460       —          960,460       1,735,920  

Income from Equity Investment

               

Tarjetas Regionales SA

     1,178,836        —          —         —          (1,178,836     —    

Sudamericana Holding SA

     50,264        —          —         —          (50,264     —    

Others

     114,472        —          1,977       5,927        (71,812     50,564  

Other Income (Loss)

     - 107,460        427,260        (1,000     18,890        (13,712     323,978  

Non-controlling interests

     —          452        (1     —          (371,431     (370,980

Pre-tax Income

     5,017,286        2,412,038        629,777       255,987        (1,741,900     6,573,187  

Income tax

     1,338,804        862,295        221,226       86,790        (30,180     2,478,935  

Discontinued Operations

     88,609        —          —         —          152,708       241,317  

Net Income

     3,767,091        1,549,743        408,551       169,197        (1,559,013     4,335,569  

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

s. New authoritative pronouncements

During 2016 and 2017, the FASB has issued Accounting Standards Updates. Those updates applicable for the Group are mentioned below:

ASU 2014-09

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing US GAAP. Amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and the Group plans to adopt this standard on the effective date. The Group has been assessing this ASU and the preliminary findings is that the new pronouncement will not have a significant impact on the consolidated financial statements as the majority of our business transactions will not be subject to this pronouncement.

ASU 2015-17

In November 2015, the FASB issued the Accounting Standards Update No. 2015-17 “Balance Sheet Classification of Deferred Taxes”. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update.

For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods.

The Group considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2016-01

In January 2016, the FASB issued the Accounting Standards Update No. 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments in this Update make targeted improvements to generally accepted accounting principles (GAAP) as follows: i) Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; ii) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; iii) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and iv) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; among other changes.

For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The Group considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2016-02

Accounting Standard Update 2016-02 “Leases (Topic 842)” was issued in February 2016. The FASB is issuing this Update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. To meet that objective, the FASB is amending the FASB Accounting Standards Codification® and creating Topic 842, Leases. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.

For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.

The Group considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2016-13

In June 2016, the FASB issued Accounting Standard Update 2016-13 – Financial instruments – Credit losses (Topic 326): Measurement of credit losses on financial instruments. This new accounting guidance will require the earlier recognition of credit losses on loans and other financial instruments based on an expected loss model, replacing the incurred loss model that is currently in use. Under the new guidance, an entity will measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The expected loss model will apply to loans and leases, unfunded ending commitments, held-to-maturity (HTM) debt securities and other debt instruments measured at amortized cost. The impairment model for AFS debt securities will require the recognition of credit losses through a valuation allowance when fair value is less than amortized cost, regardless of whether the impairment is considered to be other-than-temporary. The new guidance is effective on January 1, 2020, with early adoption permitted on January 1, 2019. The Group is in the process of identifying and implementing required changes to loan loss estimation models and processes and evaluating the impact of this new accounting guidance, which at the date of adoption is expected to increase the allowance for credit losses with a resulting negative adjustment to retained earnings.

ASU 2016-15 and ASU 2016-18

In August 2016 and November 2016, the FASB issued Accounting Standard Update 2016-15 -“Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments” and Accounting Standard Update 2016-18 “Statement of cash flows (Topic 230): Restricted cash” that addresses classification of certain cash receipts and cash payments, including changes in restricted cash, in the statement of cash flows. This new accounting guidance will result in some changes in classification in the Consolidated Statement of Cash Flows, which the Group does not expect will be significant, and will not have any impact on its consolidated financial position or results of operations. The new guidance is effective on January 1, 2018, on a retrospective basis, with early adoption permitted.

ASU 2017-01

In January 2017, the FASB issued an ASU that clarifies the definition of a business, The new standard is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. The new guidance provides a framework to evaluate when an input and a substantive process are present (including for early stage companies that have not generated outputs). To be a business without outputs, there will now need to be an organized workforce. The Board noted that outputs are a key element of a business and included more stringent criteria for sets without outputs.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Finally, the new guidance narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. Under the final definition, an output is the result of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income, such as dividends and interest.

For public companies, the ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those periods.

The Group considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2017-04

In January 2017, the FASB issued the Accounting Standards Update No. 2017-04 “Simplifying the Test for Goodwill Impairment”. The amendments in this Update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments in this Update are required for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill.

An entity should apply the amendments in this Update on a prospective basis. A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

The Group considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2017-05

In February 2017, the FASB issued the Accounting Standards Update No. 2017-05 “Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”. The amendments in this Update clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset and add guidance for partial sales of nonfinancial assets. An entity may elect to apply the amendments in this Update either: a) retrospectively to each period presented in the financial statements in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10 (retrospective approach); or b) retrospectively with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption (modified retrospective approach).

The amendments in this Update are effective at the same time as the amendments in Update 2014-09. Therefore, for public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The Group considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2017-11

In July 2017, the FASB issued the Accounting Standard Update (ASU) that simplifies the accounting for certain financial instruments with down round features—a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. The amendment requires companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (that is, when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity.

The amendments are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

The Group considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2017-12

In August 2017, the FASB issued an ASU that will improve and simplify accounting rules around hedge accounting. The new standard refines and expands hedge accounting for both financial (e.g., interest rate) and commodity risks. More hedging strategies will be eligible for hedge accounting. These include hedges of the benchmark rate component of the contractual coupon cash flows of fixed-rate assets or liabilities, hedges of the portion of a closed portfolio of prepayable assets not expected to prepay, and partial-term hedges of fixed-rate assets or liabilities (e.g., the first and second years of a five-year bond). Public business entities, public not-for-profit entities, and financial institutions will have until the end of the first quarter in which a hedge is designated to perform an initial assessment of a hedge’s effectiveness. All other companies will have until their financial statements are available to be issued. After initial qualification, the new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test, such as a regression analysis, if the company can reasonably support an expectation of high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required. For cash flow hedges, if the hedge is highly effective, all changes in the fair value of the derivative hedging instrument will be recorded in other comprehensive income. They will be reclassified to earnings when the hedged item impacts earnings. On the other hand, for fair value hedges, because the change in fair value of the hedged item and the derivative hedging instrument will still be recorded in current earnings, if the hedge is not perfectly effective, there will be an Income Statement impact.

The ASU is effective for public companies in 2019 and private companies in 2020. Early adoption is permitted.

The Group considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2017-13

The ASU adds SEC paragraphs to the new revenue and leases sections of the Accounting Standards Codification (ASC or Codification) on the announcement the SEC Observer made at the 20 July 2017 EITF meeting. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing

 

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X.

The ASU also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842.

ASU 2017-14

The FASB issued Accounting Standards Update (ASU) 2017-14 to supersede, amend and add SEC paragraphs to the Codification to reflect the August 2017 issuance of SEC Staff Accounting Bulletin (SAB) 116 and SEC Release No. 33-10403. The SEC staff issued SAB 116 to align its revenue guidance with Accounting Standards Codification (ASC) 606. The SEC release says vaccine manufacturers should recognize revenue and provide the disclosures required by ASC 606 when the enumerated vaccines are placed into federal government stockpile programs. Prior to adopting ASC 606, registrants should continue to refer to prior Commission and staff guidance on revenue recognition topics.

 

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Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

t. Consolidated net income

 

     December 31,  
     2017     2016     2015  

Net income as stated

   Ps. 8,329,469     Ps. 6,017,877     Ps. 4,338,397  

Loan origination fees and costs (Note 34 b.)

     (97,360     13,536       (28,113

Intangible assets:

      

Goodwill recognition and amortization (Note 34 c.)

     5,642       9,674       9,674  

Negative goodwill (Note 34 c.)

     —         —         (49,562

Software cost (Note 34 c.)

     82,409       (213,908     (206,387

Equity investments in other companies (Note 34 j.)

     210,046       —         —    

Loan Impaiment – Private sector (Note 34 d.e)

     552,309       (17,195     1,587  

Securitizations (Note 34 g.)

     293,375       192,614       110,222  

Government Securities (Note 34 e.)

     (21,873     (14,163     23,922  

Amortization of real estate properties and foreclosed assets previously impaired under US GAAP (Note 34 i.)

     1,395       1,395       1,395  

Recognition for the fair value of obligations assumed under financial guarantees issued (Note 34 k.)

     (1,191     826       (191

Foreign Debt restructuring (Note 34 m.)

     —         69,216       (13,401

Deferred Income tax (Note 34 a.)

     (370,731     (22,944     154,448  

Non-controlling interest (Note 34 l.)

     626,205       403,168       364,558  
  

 

 

   

 

 

   

 

 

 

Net income in accordance with US GAAP

   Ps. 9,609,695     Ps. 6,440,096     Ps. 4,706,549  
  

 

 

   

 

 

   

 

 

 

Less Net (Income) attributable to the Non-controlling Interest (Note 34 l.)

     (626,205     (403,168     (370,980
  

 

 

   

 

 

   

 

 

 

Net Income attributable to Parent Company in accordance with US GAAP

   Ps. 8,983,490     Ps. 6,036,928     Ps. 4,335,569  
  

 

 

   

 

 

   

 

 

 

Average number of basic shares outstanding (in thousands) (Note 21)

     1,332,617       1,300,265       1,300,265  

Basic and diluted EPS

     6.73       4.64       3.34  
  

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

u. Consolidated shareholders’ equity

 

     December 31,  
     2017     2016  

Shareholders’ equity as stated

   Ps. 39,300,204     Ps. 20,352,698  

Loan origination fees and costs (Note 34 b.)

     (179,264     (81,904

Intangible assets:

    

Goodwill recognition and amortization (Note 34 c.)

     51,553       45,911  

Software Cost (Note 34 c.)

     (843,972     (926,381

Equity investments in other companies (Note 34 j.)

     195,681       (14,365

Extinguishment of non-controlling interest (Note 34 j.1)

     (919,935     —    

Loan Impairment – Private sector (Note 34 d.e.)

     558,913       6,604  

Government securities (Note 34 e.)

     (224     6,034  

Securitizations (Note 34 g.)

     48,769       37,912  

Impairment of real estate properties and foreclosed assets (Note 34 i.)

     (67,155     (67,155

Amortization of real estate properties and foreclosed assets previously impaired under US GAAP (Note 34 i.)

     20,925       19,530  

Deferred Income tax (Note 34 a.)

     330,290       701,021  

Recognition for the fair value of obligations assumed under financial guarantees issued (Note 34 k.)

     (1,660     (469

Non-controlling interest (Note 34 l.)

     1,935,139       1,462,189  
  

 

 

   

 

 

 

Consolidated shareholders’ equity in accordance with US GAAP

   Ps. 40,429,264     Ps. 21,541,625  
  

 

 

   

 

 

 

Non-controlling Interest (Note 34 l./ 34 j.1)

     (1,423,063     (1,455,009
  

 

 

   

 

 

 

Consolidated Parent Company Shareholders Equity in accordance with US GAAP

   Ps. 39,006,201     Ps. 20,086,616  
  

 

 

   

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Roll forward analysis of parent company shareholders’ equity under US GAAP at December 31, 2017, 2016 and 2015:

 

     Capital      Paid     Adjustments to
Shareholders’
     Profit reserves      Other
Comprehensive
    (Accumulated
deficit) /
Retained
   

Consolidated
Shareholders’

Equity

(Parent

 
   Stock      in Capital     Equity      Legal      Other      Income (loss)     Earnings     Company)  

Balance at December 31, 2014

   Ps. 1,300,265      Ps. 186,842     Ps. 294,254      Ps. 291,248      Ps. 4,819,394      Ps. 563,244     Ps. 2,787,934     Ps. 10,243,181  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Distribution of retained earnings:

                    

Absorption approved by the shareholders’ meeting on April 29, 2015

                    

Legal Reserve

     —          —         —          24,432        —          —         (24,432     —    

Discretionary Reserve

     —          —            —          3,213,358        —         (3,213,358     —    

Cash Dividends

     —          —         —          —          —          —         (100,000     (100,000

Unrealized gain of available-for-sale securities, net of tax

     —          —         —          —          —          (95,924     —         (95,924

Net Income in accordance with US GAAP

     —          —         —          —          —          —         4,335,569       4,335,569  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

   Ps. 1,300,265      Ps. 186,842     Ps. 294,254      Ps. 315,680      Ps. 8,032,752      Ps. 467,320     Ps. 3,785,713     Ps. 14,382,826  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Distribution of retained earnings:

                    

Absorption approved by the shareholders’ meeting on April 26, 2016

                    

Legal Reserve

     —          —         —          —          —           

Discretionary Reserve

     —          —         —          —          4,188,397        —         (4,188,397     —    

Cash Dividends

     —          —         —          —          —          —         (150,000     (150,000

Unrealized gain of available-for-sale securities, net of tax

     —          —         —          —          —          (183,138       (183,138

Net Income in accordance with US GAAP

     —          —         —          —          —          —         6,036,928       6,036,928  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

   Ps. 1,300,265      Ps. 186,842     Ps. 294,254      Ps. 315,680      Ps. 12,221,149      Ps. 284,182     Ps. 5,484,244     Ps. 20,086,616  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Distribution of retained earnings:

                    

Absorption approved by the shareholders’ meeting on April 24, 2017

                    

Legal Reserve

     —          —         —          —          —          —         —         —    

Discretionary Reserve

     —          —         —          —          5,777,877        —         (5,777,877     —    

Cash Dividends

     —          —         —          —          —          —         (240,000     (240,000

Unrealized gain of available-for-sale securities, net of tax

     —          —         —          —          —          (266,903     —         (266,903

Capital Increase(*) (**)

     126,500        10,731,537       —          —          —          —         —         10,858,037  

Extinguishment of non-controlling interest

     —          (415,039     —          —          —          —         —         (415,039

Net Income in accordance with US GAAP

     —          —         —          —          —          —         8,983,490       8,983,490  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   Ps. 1,426,765      Ps. 10,503,340     Ps. 294,254      Ps. 315,680      Ps. 17,999,026        17,279       8,449,857       39,006,201  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

 

(*) Approved by the Ordinary Shareholders’ Meeting held on August 15, 2017.
(**)  Additional paid-in capital, net of issuance-related expenses.

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

v. Comprehensive income

“Reporting Comprehensive Income” ASC 220, establishes standards for reporting and the display of comprehensive income and its components (revenues, expenses, gains and losses) in the financial statements. Comprehensive income is the total of net income and all transactions, and other events and circumstances from non-owner sources.

Under Argentine Banking GAAP the Group has consolidated transactions and balances of CFA as of December 31, 2017, but has eliminated net income for the fiscal year of CFA from the consolidated net income. Under US GAAP CFA is considered a discontinued operation in accordance with ASC 205-20-45-1-C (see item p above), so net income from CFA is shown under Net Income from operations of discontinued component “CFA-Personal Loans” in the Comprehensive Income below.

The following disclosure presents the Comprehensive Income according to ASC 220, for the fiscal years ended December 31, 2017, 2016 and 2015:

 

     December 31,  
     2017     2016     2015  

Income Statement

      

Financial Income

   Ps. 42,190,938     Ps. 34,548,635     Ps. 24,252,116  

Financial Expenditures

     19,183,335       19,410,376       12,826,259  

Gross Brokerage Margin

     23,007,603       15,138,259       11,425,857  

Provision for Loan Losses

     4,050,591       3,191,744       1,984,882  

Income from Services

     20,618,593       15,595,439       11,173,746  

Expenditures from Services

     6,533,902       5,020,382       3,560,375  

Administrative Expenses

     21,365,922       16,687,709       12,220,641  

Net Income from Financial Brokerage

     11,675,781       5,833,863       4,833,705  

Income from Insurance activities

     2,056,170       2,368,518       1,735,920  

Miscellaneous Income

     1,915,313       1,564,444       953,089  

Miscellaneous Losses

     869,316       444,556       578,547  

Net Income from continuing operations before Income tax

     14,777,948       9,322,269       6,944,167  

Income Tax

     5,168,253       3,195,122       2,478,935  
  

 

 

   

 

 

   

 

 

 

Net income from continuing operations

     9,609,695       6,127,147       4,465,232  

Discontinued Operations:

      

Net Income from operations of discontinued component “CFA-Personal Loans” before income tax

     —         493,312       409,358  

Income tax

     —         180,363       168,041  
  

 

 

   

 

 

   

 

 

 

Net income from discontinued operations

     —         312,949       241,317  
  

 

 

   

 

 

   

 

 

 

Net income under US GAAP

     9,609,695       6,440,096       4,706,549  
  

 

 

   

 

 

   

 

 

 

Less Net (Income) attributable to the Non-controlling Interest

     (626,205     (403,168     (370,980
  

 

 

   

 

 

   

 

 

 

Net Income attributable to Parent Company

     8,983,490       6,036,928       4,335,569  
  

 

 

   

 

 

   

 

 

 

Net income under US GAAP

     9,609,695       6,440,096       4,706,549  

Other comprehensive income / (loss)

     (266,903     (183,138     (95,924
  

 

 

   

 

 

   

 

 

 

Comprehensive income

     9,342,792       6,256,958       4,610,625  
  

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Net Income attributable to parent Company

     8,983,490       6,036,928       4,335,569  

Other comprehensive income / (loss) attributable to parent Company

     (266,903     (183,138     (95,924
  

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to parent Company

     8,716,587       5,853,790       4,239,645  
  

 

 

   

 

 

   

 

 

 

Net income under US GAAP per common share – basic and diluted Continuing operations

     6.73       4.40       3.15  

Discontinued operations

     —         0.24       0.19  

Net income per share

     6.73       4.64       3.34  

Accumulated non-owner changes in equity (accumulated other comprehensive income) as of December 31, 2017, 2016 and 2015 were as follows:

 

     December 31,  
     2017      2016      2015  

Galtrust I

     1,664        284,182        467,320  

SH Government Securities—available for sale

     15,615        —          —    
  

 

 

    

 

 

    

 

 

 

Accumulated other comprehensive income

     Ps.17,279        Ps.284,182        Ps.467,320  
  

 

 

    

 

 

    

 

 

 

Less, accumulated other comprehensive income attributable to the Non-controlling interest

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Net accumulated other comprehensive income attributable to Parent Company

     Ps.17,279        Ps.284,182        Ps.467,320  
  

 

 

    

 

 

    

 

 

 

There were no available for sale securities with a continuous loss position of 12 months or more. There are no unrealized losses on investments as of December 31, 2017 and 2016.

Additional disclosures required by ASU No. 2013-02 are presented in the table below:

 

     Galtrust I      Sudamericana
Holding’
Government
Securities -
available for
sale
     Total  

Beginning Balance

     284,182        —          284,182  
  

 

 

    

 

 

    

 

 

 

Reclassification from Other Comprenhensive Income of the year to Net Income

     (282,518      15,615        (266,903
  

 

 

    

 

 

    

 

 

 

Ending balance

     1,664        15,615        17,279  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

OCI components

   Amount reclassified
from accumulated
other comprehensive
income
     Affected Line Item in the Statement where
Net income is presented
 

Galtrust I

     (282,518      Financial Income  

SH Government Securities - available for sale

     15,615        Financial Income  
  

 

 

    

Total

     (266,903   
  

 

 

    

w. Consolidated cash flows

ASC 230 “Statement of Cash Flows” provides guidance for the reporting of cash flows within Operating, Investing and Financing categories. For US GAAP purposes the Company considers as cash equivalents all highly liquid investments with original maturities of three months or less, including cash and cash equivalents corresponding to financial trusts consolidated in accordance with Note 34.G.

 

     For the year ended December 31,  
     2017      2016      2015  

Cash

     56,326,418        60,770,737        30,487,872  

Cash equivalents

     29,991,031        12,316,928        12,487,393  
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents as shown in the statement of cash flows under Argentine Banking GAAP

   Ps. 86,317,449      Ps. 73,087,665      Ps. 42,975,265  
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents corresponding to financial trusts

     —          —          —    

Cash and Cash equivalents corresponding to Discontinued operations

     332,778        409,288        406,334  
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents as shown in the statement of cash flows under Argentine Banking GAAP without discontinued operations

     85,984,671        72,678,377        45,568,931  

Reverse Repo Transactions with the Argentine Central Bank

     9,654,517        —          —    
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents in the Statement of Cash Flows under US GAAP

   Ps. 76,330,154      Ps. 72,678,377      Ps. 42,568,931  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

The following table presents the reconciliation of the condensed consolidated statements of cash flows under Argentine Banking GAAP and US GAAP:

 

     For the year ended December 31,  
     2017     2016     2015  

Reconciliation of cash flows under Argentine Banking GAAP and US GAAP

      

Cash flow (used in) / provided by operating activities under Argentine Banking GAAP

   Ps. (884,195   Ps. 25,013,196     Ps. 15,624,973  
  

 

 

   

 

 

   

 

 

 

Discontinued Operations

     (372,099     (359,745     145,851  
  

 

 

   

 

 

   

 

 

 

Net Cash flow (used in) / provided by operating activities under Argentine Banking GAAP without Discontinued Operations

     (512,096     25,372,941       15,479,122  
  

 

 

   

 

 

   

 

 

 

Loans, available for sale securities, deposits at the Argentine Central Bank and organization and development expenses reclassified to investing activities

     62,125,791       40,452,316       32,587,978  

Deposits and repo transactions reclassified to financing activities

     (43,286,055     (48,231,890     (30,198,276

Reverse Repo Transactions with the Argentine Central Bank

     (9,654,517     —         —    

Interest paid on debt

     (4,291,292     (2,873,065     (1,676,158

Financial trust consolidated under US GAAP

     45,426       47,844       5,763  
  

 

 

   

 

 

   

 

 

 

Cash flow provided by operating activities under US GAAP

   Ps. 4,427,257     Ps. 14,768,146     Ps. 16,198,429  
  

 

 

   

 

 

   

 

 

 

Operations Discontinued

     1,430,131       218,306       441,835  
  

 

 

   

 

 

   

 

 

 

Net cash flow provided by operating activities under US GAAP

     5,857,388       14,986,452       16,640,264  
  

 

 

   

 

 

   

 

 

 

Cash flow (used in) investing activities under Argentine Banking GAAP

   Ps. (1,747,513   Ps. (1,479,131   Ps. (1,122,861
  

 

 

   

 

 

   

 

 

 

Discontinued Operations

     (37,608     (21,322     (20,997

Net Cash flow (used in) investing activities under Argentine Banking GAAP without Discontinued Operations

     (1,709,905     (1,457,809     (1,101,864
  

 

 

   

 

 

   

 

 

 

Net increase in Loans, available for sale securities, deposits at the Argentine Central Bank and organization and development expenses

     (62,125,791     (40,452,316     (32,587,978

Financial trust consolidated under US GAAP—corresponding to loans and securities

     249       (6,579     121,700  

Capital increase (direct costs)

     146,346       —         —    
  

 

 

   

 

 

   

 

 

 

Net cash flow (used in) investing activities under US GAAP

   Ps. (63,689,101   Ps. (41,916,704   Ps. (33,568,142
  

 

 

   

 

 

   

 

 

 

Discontinued Operations

     (781,606     72,342       (1,019,640
  

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Cash flow (used in) inveting activities under US GAAP

     (64,470,707     (41,844,362     (34,587,782
  

 

 

   

 

 

   

 

 

 

Cash flow provided by / (used in) financing activities under Argentine Banking GAAP

   Ps. 10,712,644     Ps. 2,663,970     Ps. (1,529,186)  
  

 

 

   

 

 

   

 

 

 

Discontinued Operations

     333,197       384,019       (111,899
  

 

 

   

 

 

   

 

 

 

Net cash flow provided by / (used in) financing activities under Argentine Banking GAAP without Discontinued Operations

   Ps. 10,379,447     Ps. 2,279,951     Ps. (1,417,287)  
  

 

 

   

 

 

   

 

 

 

Deposits and repo transactions

     43,240,380       48,190,625       30,165,040  

Interest paid on debt reclassified to operating activities

     4,291,292       2,873,065       1,676,158  

Capital increase (direct costs)

     (146,346     —         —    

Financial trust consolidated under US GAAP—corresponding to debt

     —         —         (97,778
  

 

 

   

 

 

   

 

 

 

Cash flow provided by financing activities under US GAAP

   Ps. 57,764,773     Ps. 53,343,641     Ps. 30,326,133  
  

 

 

   

 

 

   

 

 

 

Discontinued Operations

     (725,035     (287,696     590,760  
  

 

 

   

 

 

   

 

 

 

Net cash flow provided by financing activities under US GAAP

     57,039,738       53,055,945       30,916,893  
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

   Ps. 5,148,848     Ps. 3,914,365     Ps. 6,948,324  
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at the beginning of the year under US GAAP

     72,678,377       42,568,931       22,664,186  

Cash and cash equivalents at the end of the year under US GAAP

     76,330,154       72,678,377       42,568,931  
  

 

 

   

 

 

   

 

 

 

Net increase in cash and cash equivalents under US GAAP

   Ps. 3,651,777     Ps. 30,109,446     Ps. 19,904,745  
  

 

 

   

 

 

   

 

 

 

Additionally, as required by ASC 230-10-45-26, some cash flow lines must be reported gross. The following table presents the gross inflows and outflows for the years ended December 31, 2017, 2016 and 2015:

 

    December 31,  
    2017     2016     2015  

CASH FLOW FROM FINANCING ACTIVITIES:

     

SUBORDINATED AND UNSUBORDINATED NEGOTIABLE OBLIGATION

     

Collections

  Ps. 11,446,255     Ps. 8,812,246     Ps. 3,049,708  

Payments

  Ps. (11,999,806   Ps. (8,912,084   Ps. (4,611,318

BANK AND INTERNATIONAL ENTITIES

     

Collections

  Ps. 2,192,390     Ps. 499,726     Ps. 93,435  

Payments

  Ps. (22,320   Ps. (22,611   Ps. (16,463

CASH FLOW FROM INVESTING ACTIVITIES:

     

MISCELLANEOUS ASSETS AND BANK PREMISES AND EQUIPMENT

     

Collections

  Ps. 1,777,029     Ps. 206,103     Ps. 139,721  

Payments

  Ps. (3,261,340   Ps. (1,685,234   Ps. (1,272,627

 

F-110


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

x. Concentration of risk – Total exposure to the public sector - Argentine government and provinces

The Group has significant exposure to the Argentine national government and provinces in the form of government securities net positions, secured loans and other debt obligations. As of December 31, 2017 and 2016, the Group had the following bonds and loans outstanding:

 

     December 31, 2017                 December 31, 2016  
     Argentine
Banking
GAAP
     US GAAP                 Argentine
Banking
GAAP
     US GAAP  
Argentine national government loans    Ps. 5,483      Ps. 5,483              Ps. 14,253      Ps. 14,253  
Other Argentine public-sector receivables      37,184        37,184                44,009        44,009  
Galtrust I (securitization of Provincial Loans)      66,205        110,376                471,350        507,334  
Securities issued by the Argentine Central Bank      19,439,850        19,439,850                11,239,571        11,233,987  
Other (1)      9,845,871        9,845,647                5,550,677        5,562,295  
  

 

 

    

 

 

            

 

 

    

 

 

 

Total

   Ps. 29,394,593      Ps. 29,438,540              Ps. 17,319,860      Ps. 17,361,878  
  

 

 

    

 

 

            

 

 

    

 

 

 

 

(1) Includes bonds and other national government bonds.

y. Risks and Uncertainties

Government Securities

As of December 31, 2017, the Group’s exposure to the Argentine public sector represented approximately 8,62% of the total Group’s assets. Although the Group’s exposure to the Argentine public sector consists of performing assets, the realization of the Group’s assets, its income and cash flow generation capacity and future financial condition is dependent on the Argentine government ability to comply with its payment obligations.

Argentine Banking GAAP states that, the total exposure of financial institutions to the non-financial public sector must not exceed 35% of their total assets.

As of December 31, 2017 and 2016, the Group was in compliance with the general limit of 35% imposed by the Argentine Central Bank.

 

F-111


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Inflation

The high rate of economic growth in recent years, which has been fueled by Argentina’s full utilization of its installed productive capacity, along with expansive fiscal and monetary policies, has caused a high level of inflation in Argentina since 2007. According to INDEC data, the CPI grew 10.9% in 2013, 23.9% in 2014, 26.9% in 2015, 41.1% in 2016 and 24.8% in 2017; and the WPI increased 14.7% in 2013, 28.3% in 2014, 12.7% in 2015, 34.6% in 2016 and 18.8% in 2017. In the past, inflation has materially undermined the Argentine economy and the government’s ability to generate conditions that fostered economic growth. In addition, high inflation or a high level of volatility with respect to the same may materially and adversely affect the business volume of the financial system and prevent the growth of intermediation activity levels. This result, in turn, could adversely affect the level of economic activity and employment.

A high inflation rate also affects Argentina’s competitiveness abroad, real salaries, employment, consumption and interest rates. A high level of uncertainty with regard to these economic variables, and a general lack of stability in terms of inflation, could lead to shortened contractual terms and affect the ability to plan and make decisions. This may have a negative impact on economic activity and on the income of consumers and their purchasing power, all of which could materially and adversely affect Grupo Galicia’s financial position, results of operations and business.

z. Allowance for loan losses

Management believes that the current level of allowance for loan losses recorded for US GAAP purposes are sufficient to cover incurred losses of the Group’s loan portfolio as of December 31, 2017. Many factors can affect the Group’s estimates of allowance for loan losses, including expected cash flows, volatility of default probability, migrations and estimated loss severity. The process of determining the level of the allowance for credit losses requires a high degree of judgment. It is possible that others, given the same information, may at any point in time reach different reasonable conclusions.

US GAAP estimates

Valuation reserves, impairment charges and estimates of market values on assets, as established by the Group for US GAAP purposes are subject to significant assumptions of future cash flows and interest rates for discounting such cash flows. Losses on retained interests in securitization trusts could be significantly affected by higher discount rates. Should the discount rates change in future years, the carrying amounts and charges to income and shareholders´ equity will also change. In addition, as estimates of future cash flows change, the carrying amounts which are dependent on such cash flows could be affected as well. It is possible that changes to the carrying amounts of loans, investments and other assets will be adjusted in the near term in amounts that are material to the Group´s financial position and results of income.

35. Parent only Financial Statements

The following are the unconsolidated balance sheets of Grupo Financiero Galicia S.A. as of December 31, 2017 and 2016 and the related unconsolidated statements of income, and cash flows for the fiscal years ended December 31, 2017, 2016 and 2015.

 

F-112


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Balance sheet (Parent Company only)

 

     December 31,  
     2017     2016  

ASSETS

    

A. Cash and due from Banks

    

Cash

   Ps. 19     Ps. 20  

Financial institutions and correspondents

     345       300  
  

 

 

   

 

 

 
   Ps. 364     Ps. 320  

B. Government and corporate securities

    

Securities issued by the Argentine Central Bank

     1,565,669       138,547  
  

 

 

   

 

 

 
   Ps. 1,565,669       138,547  

C. Other receivables resulting from financial brokerage

    

Balances from forward transactions without delivery of principal

     11,638       —    

Other receivables not included in the debtor classification Regulations

     74,367       18,854  

Other receivables included in the debtor classification Regulations

     23,038       5,578  
  

 

 

   

 

 

 
   Ps. 109,043     Ps. 24,432  

D. Equity investments

    

In financial institutions

     36,278,022       19,411,422  

Other

     1,363,498       1,133,269  
  

 

 

   

 

 

 
   Ps. 37,641,520     Ps. 20,544,691  

E. Miscellaneous receivables

    

Other

     13,576       192,334  

Allowances

     (9,973     (153,042
  

 

 

   

 

 

 
   Ps. 3,603     Ps. 39,292  

F. Bank premises and equipment

     1,827       —    

G. Intangible assets

    

Goodwill

     —         5,642  
   Ps. —       Ps. 5,642  
  

 

 

   

 

 

 

Total Assets

   Ps. 39,322,026     Ps. 20,752,924  
  

 

 

   

 

 

 

 

     December 31,  
     2017      2016  

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

H. Other liabilities resulting from financial brokerage

     

Unsubordinated negotiable obligations

   Ps. —        Ps. 348,045  

Accrued interest and quotation differences payable

     —          15,911  
  

 

 

    

 

 

 
     —          363,956  
  

 

 

    

 

 

 

I. Miscellaneous liabilities

     

Other

     21,822        36,270  
  

 

 

    

 

 

 
     21,822        36,270  
  

 

 

    

 

 

 

Total Liabilities

   Ps. 21,822      Ps. 400,226  

SHAREHOLDERS’ EQUITY

   Ps. 39,300,204      Ps. 20,352,698  
  

 

 

    

 

 

 

Total Liabilities and Shareholders’ Equity

   Ps. 39,322,026      Ps. 20,752,924  
  

 

 

    

 

 

 

 

F-113


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Statement of Income (Parent Company only)

 

     December 31,  
     2017      2016     2015  

A. Financial income

       

Interest on loans granted to the financial sector

     —          —         27  

Interest on other receivables resulting from financial brokerage

     52        22       —    

Net income from government and corporate securities

     650,888        20,988       2,778  

Net income from options

     11,638        —         —    

Exchange rate differences on foreign currency

     81,863        20,939       53,184  
  

 

 

    

 

 

   

 

 

 
   Ps. 744,441      Ps. 41,949     Ps. 55,989  

B. Financial expenses

       

Interest on other liabilities resulting from financial brokerage

   Ps. 45,163      Ps. 118,149     Ps. 116,276  

Interests on other loans from financial institutions

     —          464       —    

Other

     532        1,262       995  
  

 

 

    

 

 

   

 

 

 
   Ps. 45,695      Ps. 119,875     Ps. 117,271  

C. Gross brokerage margin

     698,746        (77,926     (61,282

D. Administrative expenses

       

Personnel expenses

     28,475        10,826       6,376  

Directors’ and syndics’ fees

     27,859        21,035       4,652  

Other fees

     14,753        10,859       7,289  

Taxes

     11,498        9,915       4,978  

Other operating expenses

     1,022        499       527  

Other

     4,146        3,650       2,136  
  

 

 

    

 

 

   

 

 

 
   Ps. 87,753      Ps. 56,784     Ps. 25,958  

Net Income from financial brokerage

   Ps. 610,993      Ps. (134,710   Ps. (87,240

E. Miscellaneous income

       

Net income from equity investments

     7,730,962        6,154,769       4,437,228  

Other

     9,448        10,665       42  
  

 

 

    

 

 

   

 

 

 
   Ps. 7,740,410      Ps. 6,165,434     Ps. 4,437,270  

F. Miscellaneous losses

       

Other

     5,818        12,847       11,633  
  

 

 

    

 

 

   

 

 

 
   Ps. 5,818      Ps. 12,847     Ps. 11,633  

Net Income before tax

     8,345,585        6,017,877       4,338,397  
  

 

 

    

 

 

   

 

 

 

G. Income tax

   Ps. 16,116      Ps. —       Ps. —    
  

 

 

    

 

 

   

 

 

 

Net income for the fiscal year

   Ps. 8,329,469      Ps. 6,017,877     Ps. 4,338,397  
  

 

 

    

 

 

   

 

 

 

Statement of cash flows (Parent Company only)

 

     December 31,  
     2017     2016     2015  

CHANGES IN CASH AND CASH EQUIVALENTS

      

Cash and cash equivalents at the beginning of the year

     163,299       22,912       10,188  

Cash and cash equivalents at the end of the year

     1,663,438       163,299       22,912  
  

 

 

   

 

 

   

 

 

 

Net increase / (decrease) in cash and cash equivalents

   Ps. 1,500,139     Ps. 140,387     Ps. 12,724  
  

 

 

   

 

 

   

 

 

 

Causes of changes in cash and cash equivalents

      

Cash Flow from operating activities

      

Collections for Service

     4,943       3,258       —    

Payments to suppliers of goods and services

     (191,249     (37,686     (17,860

Personnel salaries and social security contributions

     (30,431     (8,040     (4,908

Payments of other taxes

     (22,797     (18,111     (9,225

Collections for Other Net Operating Activities

     95,786       7,633       8,465  
  

 

 

   

 

 

   

 

 

 

Net cash used in operating activities

   Ps. (143,748   Ps. (52,946   Ps. (23,528
  

 

 

   

 

 

   

 

 

 

Cash Flow from investing activities

      

Collections for Sales of Fixed Assets

     —         210       —    

Investments Collections

     —         152,705       —    

Collection of Dividends

     649,508       430,810       189,589  

Contribution to Controlled Companies

     (10,000,000     —         —    

 

F-114


Table of Contents

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the fiscal years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos (Ps.) and thousands of U.S. Dollars (US$))

 

Payments for Purchases of Fixed Assets

     (2,247     —         —    

Collections for Sale of Equity Investments

     4,121       —         —    

Payments for Equity Investments

     (907     —         —    
  

 

 

   

 

 

   

 

 

 

Net cash provided by investing activities

   Ps. (9,349,525   Ps. 583,725     Ps. 189,589  
  

 

 

   

 

 

   

 

 

 

Cash Flow from financing activities

      

Payments of Interest, Net

     571,153       (100,237     (99,177

Collection of Loans Received, Net

     —         —         45,840  

Financing Payment

     —         (140,155     —    

Capital Increase

     11,004,383       —         —    

Payments of Principal on Notes

     (342,124     —         —    

Distribution of Dividends

     (240,000     (150,000     (100,000
  

 

 

   

 

 

   

 

 

 

Cash Flow used in financing activities

   Ps. 10,993,412     Ps. (390,392   Ps. (153,337
  

 

 

   

 

 

   

 

 

 

Net increase / (decrease) in cash and cash equivalents

   Ps. 1,500,139     Ps. 140,387     Ps. 12,724  
  

 

 

   

 

 

   

 

 

 

The accompanying condensed financial statements have been prepared in accordance with Argentine Banking GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with Argentine Banking GAAP have been condensed or omitted. The Company’s majority-owned subsidiaries are recorded using the equity method of accounting. The footnotes’ disclosures contain supplemental information relating to the operations of Grupo Galicia; as such, these financial statements should be read in conjunction with the notes to the consolidated financial statements of the Company.

Regarding the Statement of cash flows, Cash and cash equivalents include cash and due from banks and investments and receivables held with the purpose of complying with the short-term commitments undertaken, with a high level of liquidity, easily converted into known amounts of cash, subject to insignificant risks of changes in value and with a maturity less than three months from the date of the acquisition thereof. The breakdown is as follows:

 

     December 31,  
     2017      2016      2015  

Cash and Due from Banks

     364        320        799  

Investments

     1,663,074        162,979        22,113  
  

 

 

    

 

 

    

 

 

 

Cash and Cash Equivalents

     1,663,438        163,299        22,912  
  

 

 

    

 

 

    

 

 

 

 

F-115

EX-1.1 2 d553951dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

 

LOGO

BYLAWS OF GRUPO FINANCIERO GALICIA S.A., A COMPANY WHICH HAS NOT ADHERED TO THE OPTIONAL BYLAWS SYSTEM FOR THE MANDATORY ACQUISITION OF SHARES IN A PUBLIC OFFERING:

CHAPTER 1. NAME, DOMICILE AND TERM. ARTICLE 1: The name of the Company is GRUPO FINANCIERO GALICIA S.A. The Company was originally organized under the name “Galicia Holding S.A.”. The Company has its legal domicile within the City of Buenos Aires, and it is permitted to set up branches, agencies or representative offices within or without the country, pursuant to applicable laws and regulations. The registered office of the Company is *Teniente General Juan D. Perón 456, piso 3, oficina 316, Buenos Aires. The Company’s registered office may be changed elsewhere within the same jurisdiction by decision of its Board of Directors as many times as, provided such change of domicile be registered with the Public Registry of Commerce. The Company shall be governed by these Bylaws and by the regulations adopted by the shareholders at their Extraordinary Shareholders’ Meeting and registered with the Public Registry of Commerce, in agreement with the terms of Section 167, 3rd paragraph, of the Business Companies Law. Grupo Financiero Galicia S.A. is a “Company which has not adhered to the Optional Bylaws System for the Mandatory Acquisition of Shares in a Public Offering” pursuant to Section 24 of Decree 677/01”. ARTICLE 2: The term of duration of the Company shall be until June 30, 2100, but said term may be extended by the shareholders at a General Extraordinary Shareholders’ Meeting. CHAPTER 2. PURPOSE. ARTICLE 3. For the purposes of Section 31, 1st paragraph, of the Business Companies Law, the Company is exclusively a financial and investment Company. A. Accordingly, its purpose is to carry out either on its own account or on account of or in association or together with third parties under any form of legal entity, within and without the country, the following activities: 1. To acquire, maintain and manage holdings and investments in companies organized within and without the country, to which purpose it may use all its net worth, even becoming the controlling Company thereof, and irrespective of the purpose of the subsidiaries or affiliated companies, but particularly in banks, financial entities, financial services companies of whatever nature, credit card service companies, insurance and reinsurance companies and companies engaged in any supplementary, related or similar activity. 2. To participate in the organization and incorporation of companies, make capital contributions to existing or future companies for the financing of existing or future transactions. 3. To purchase, sell, trade and subscribe any class of securities, shares, debentures and other securities, either now known or to be created in the future. 4. To take and give secured or unsecured short, medium, and long term loans, whether in the country or abroad. 5. The Company shall in no case be permitted to give guaranties or bonds in favor of third parties, except in the event of directly or indirectly controlled subsidiaries or affiliated companies. 6. To exercise representations, agencies and commissions and manage the property and affairs of companies, individuals or entities based within or without the country. More particularly, the Company may act as agent or representative in any transaction of the kind described in the sections above. 7. To carry on any kind of transactions in the capital markets or commodities, within the country or abroad. 8. If so first approved at a Shareholders’ Meeting, it may issue debentures or negotiable obligations and, if so first authorized by the competent corporate body pursuant to the applicable legislation, it may issue any other securities, papers or instruments permitted

 

* 

At a Meeting held by the Board of Directors on May. 08, 2014, it was resolved that the registered office be located at Tte. Gral. Juan D. Perón 430 Piso 25, Buenos Aires (this change of domicile was registered with the Public Registry of Commerce on Jun. 18, 2014, under Number 11032, on Book 69, Volume of Stock Companies).

 

1


LOGO

 

under present or future local or foreign laws. B. Without prejudice to the fact that the Company may participate in or exercise the control of local or foreign banks or financial entities, it shall not carry on as part of its own activities any form of brokerage in the supply and demand of financial resources which are governed by specific laws, and more particularly by the Financial Entities Law, notwithstanding the potential fact that the Company may be authorized to make a public offering by the National Securities Commission or by any other local or foreign Stock or Securities Exchange. C. Concerning the purposes mentioned in this article, the Company may be a party to or a member of joint interest cooperation agreements (contratos de colaboración empresaria) within the country or abroad, and whether of the kind governed by current legislation or otherwise. The respective resolution shall be vested in the Board of Directors, which may also decide the setting up of offices, branches, agencies and any other form of decentralization, either in the country or abroad. D. For all of the above purposes, the Company has full legal capacity to acquire rights, assume obligations and undertake any and all acts that are not expressly prohibited by law or by these Bylaws. CHAPTER 3. CAPITAL STOCK, SHARES AND OTHER SECURITIES. ARTICLE 4: A. The Company’s subscribed and paid-in capital stock as of May 15, 2000 amounts to five hundred and forty-three million pesos (Ps. 543,000,000) divided into and represented by five hundred and forty-three million shares of common stock having par value of Ps. 1 (One Peso) each, of which two hundred and eighty-one million two hundred and twenty-one thousand six hundred and fifty (281,221,650) are Class “A” shares, carrying five votes each. The remaining shares, that is to say, two hundred and sixty-one million seven hundred and seventy-eight thousand three hundred and fifty (261,778,350) shares are Class “B” shares and carry one vote each. B. By resolution adopted at the General Extraordinary Shareholders’ Meeting held on May 16, 2000, it was decided that the capital stock would be increased up to the amount resulting from the Public Offering of Exchange of Shares decided on at said Meeting. Upon conclusion of said exchange, as evidenced in deed number 650 dated July 27, 2000 entered by Notary Eduardo A. Díaz (filed with the Inspecting Board of Legal Entities on August 9, 2000, under Number 11670, Book 12, Volume of Stock Companies, Inspecting Board of Legal Entities consecutive number 1671058), the Company’s capital stock amounted to one billion ninety-two million four hundred and seven thousand and seventeen pesos (Ps. 1,092,407,017) divided into and represented by one billion ninety-two million four hundred and seven thousand and seventeen shares (1,092,407,017) having par value of one peso (Ps. 1) each, of which two hundred and eighty-one million two hundred and twenty-one thousand six hundred and fifty (281,221,650) are Class “A” shares, carrying five votes each. The remaining shares, that is to say, eight hundred and eleven million one hundred and eighty-five thousand three hundred and sixty-seven (811,185,367) shares are Class “B” shares and carry one vote each. All the shares are book-entry shares. C. As from the date hereof, the capital stock shall be the amount resulting from the subscription of the latest capital increase approved and any changes in the capital stock of the Company shall be reflected in the Company’s balance sheets. D. While the Company is authorized to make a public offering of its shares, the shareholders may, at an Ordinary Shareholders’ Meeting, pursuant to Section 188 of Law 19,550, increase the capital stock subject to no limitation and without having to amend its Bylaws. Upon each capital increase, the characteristics of the new shares to be issued shall be determined. The Board of Directors may be granted authority to make the issues when so deemed advisable, as well as to determine the form and terms of payment of the shares.

 

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E. The division of shares into Class “A” and Class “B” shares shall be automatically rendered ineffective in the following cases: a. Should the only current holder of the Class “A” shares, i.e. EBA Holding S.A., sell all those Class “A” shares or such a number thereof that, considering the plural vote of the Class “A” shares, the buyer would obtain half of the votes plus one vote out of the total number of votes of Grupo Financiero Galicia S.A.; b. Should holders of Class “A” shares of EBA Holding S.A., as per the list of such shareholders included in the Minutes of Meeting Number 1 of said Company, corresponding to the General Extraordinary Shareholders’ Meeting held on October 12, 1999 (filed with the Registry under Number 18036, Book 8, Volume of Stock Companies, Inspecting Board of Legal Entities consecutive number 1670663), transfer shares that in the aggregate have the right to cast more than half of the total votes at any Ordinary Shareholders´ Meetings of EBA Holding S.A. to third parties other than (i) other holders of Class “A” shares, or (ii) their descendants, or (iii) their respective heirs, or (iv) spouses to whom Class “A” shares may be granted due to the separation of marital property. F. In case any of the events specified in item E. hereinabove shall occur, the shares of stock shall automatically cease to be divided into classes, and all of them shall be book-entry shares of common stock entitled to one vote each. ARTICLE 5. a. The shares to be issued in the future may be registered, non-endorsable or book-entry shares, and common or preferred shares, as it may be resolved at the respective Shareholders’ Meeting deciding the capital increase. b. Considering that the Company has been authorized to make a public offering of its shares, all the common shares that may be issued in the future shall carry one vote each, except otherwise authorized by law. In electing the syndics and in deciding the matters referred to in Section 244, last paragraph, of the Business Companies Law, all the common shares shall confer the right to cast one single vote. c. The holders of not fully paid in shares shall be permitted to attend the Shareholders’ Meetings and exercise their voting rights as from the time they subscribe and pay in the portions specified in the law and in the terms of the respective issue. d. Shares of preferred stock shall have preferred rights in the payment of dividends, either cumulative or not, fully in agreement with the terms of the respective issue. These shares may also be granted an additional participation in the Company’s profits according to their terms of issue and/or priority in the repayment of capital in the event of liquidation as well as the right to participate in the excess, if any, pro rata and together with the common shares. Preferred shares shall confer no voting rights. However, when preferred shares do enjoy voting rights according to Section 217 of the Business Companies Law, their right shall be equal to that of the already issued common shares conferring the lowest number of votes. e. Moreover it may, as applicable, issue non-voting participation shares, which shall not represent a participation in the Company’s capital stock exceeding 30% thereof. f. It may also issue new kinds of shares or other securities, either convertible or not, now or in the future authorized by applicable laws and regulations. g. The Company may issue negotiable obligations (either secured or unsecured) or any other usual or unusual securities authorized by the laws in force in the country or, as applicable, in any foreign country. h. The issue of negotiable obligations and participation shares (whether redeemable or not) shall be decided by the shareholders at an Ordinary Shareholders’ Meeting. To such end, the power to determine within the authorized amount all or some of the terms of issue, including date, price, form and terms of payment, may be delegated to the Board of Directors, fully in agreement with the legal provisions in force and the resolutions of the Argentine Securities Commission, as the case may be. i. The Company may also issue debentures within or without the country, in local or foreign currency, whether secured or unsecured, as set forth in Title II, Article VII of the Business Companies Law. The shareholders, at an Extraordinary Shareholders’ Meeting, and at the request of the Board of Directors, shall determine the

 

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amount and currency of the debentures and their characteristics and terms; the shareholders may delegate to the Board of Directors all matters related to the date of issue and details concerning the implementation of the pertinent decision. j. Any ordinary, preferred or participating stock without voting rights and any other securities mentioned in this section may be tendered through a public offering, once requirements have been met and authorization from the National Securities Commission and/or equivalent agencies and authorities in other countries has been obtained, the Company being empowered to request their listing on the local and foreign stocks and exchanges. ARTICLE 6. The shareholders at an Extraordinary Shareholders’ Meeting may at any time decide to fully or partially redeem preferred shares of a specific kind or class, according to their terms of issue and to any other conditions fixed by the shareholders at the meeting. These shares shall thereupon forfeit all their voting and economic rights, thus becoming automatically credit instruments for the amount of the redemption. If the redemption of one class of preferred shares were only partial, it shall be pro rata to all the shares of that kind or class. The redemption notice shall be published for three days in the Official Bulletin. ARTICLE 7. Upon the liquidation of the Company, the nominal capital stock shall be repaid first to the holders of preferred stock and next to the holders of common stock. Overdue cumulative dividends shall be paid, if applicable, on the preferred shares; any balance shall be then distributed solely among the holders of common stock, once holders of preferred stock have been paid any additional participation they may be entitled to according to the terms of the respective issue. ARTICLE 8: a. Book-entry shares in which the capital stock is divided as well as new book-entry shares or other securities that may be issued in the future shall be entered in accounts kept in the names of their holders in a Register of Book-Entry Shares maintained by the Company in a special book with all the formalities, requirements and evidences set forth in Section 213 of the Business Companies Law and any other applicable laws and regulations. The Company shall give each holder an instrument evidencing the opening of his/her account and any other entry made therein. Each shareholder shall be surrendered, at his/her request and cost, a statement of his/her account. b. The Board of Directors may decide that the Register of Book-Entry Shares be kept by a commercial or investment bank, or by an authorized custodian, fully in agreement with applicable laws and regulations. c. If the Company were to issue certificated shares in the future, the certificates and/or interim certificates so issued shall bear the legends specified in Sections 207, 211 and 212 of the Business Companies Law and any other legend required by the laws and regulations in force. In such an event, the issue of a certificate evidencing more than one share is permitted. If so first approved by the controlling authorities, the certificates may be issued with a signature printed in such a manner that guarantees the certificates’ authenticity. d. In the event of joint-holders, the Company shall demand that they join their representation. Until such joining occurs, no voting rights thereon may be exercised. e. The transfer of book-entry shares or non-endorsable shares (should the Company decide to issue the same in the future) or the creation of any security interest or lien thereon shall be governed by the provisions of Section 215 of the Business Companies Law and by any other applicable laws or regulations; written notice of such transfer shall be sent to the Company, signed by the transferor and the transferee, or by the transferor alone, or by the creditor or beneficiary, as applicable. If any authorized stock or over-the-counter broker is involved in the transaction, the notice may be given by such authorized broker. The transfer of book-entry shares or registered non-endorsable shares shall be of no effect vis-à-vis the Company or third parties until registered in the Book-Entry Register or Stock Ledger, as the case may be, which shall be kept in compliance with any and all applicable laws. ARTICLE 9: In the event of arrears in paying up the capital stock, the Board of Directors is empowered to proceed in accordance with

 

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Section 193 of the Business Companies Law, selecting the mechanism that will best serve the Company’s interests, in the light of prevailing circumstances. In all cases, arrears shall occur automatically, as a matter of law, with the ensuing acceleration of all pending terms. Arrears interest will be one and a half times the rate applied by the Banco de la Nación Argentina to its checking account overdrafts. The delinquent shareholder shall be given a 15-calendar-day notice to pay the full balance due plus interest, under warning that non-payment as aforesaid will entail the sale of the shares at a public auction to be conducted by an auctioneer or, in the event of listed shares, by a stock broker appointed by the Board of Directors. If the proceeds of the auction are not sufficient to cover the expenses, fees, interest and amounts due, the Company shall request the delinquent shareholder to pay the shortage; if there is any amount in excess, such an excess shall be made available to said shareholder. Should the Board of Directors decide to exercise its right to declare the expiration of all rights with the ensuing forfeiture of any sums paid (Section 193, paragraph 2 of the Business Companies Law) the notice demanding payment of the amounts due plus interest shall specify a 15 (fifteen) to 30 (thirty) calendar-day term therefor, as it may be resolved by the Board of Directors. ARTICLE 10: Holders of shares of common stock may exercise their preemptive right in the subscription of future shares and any other securities convertible into shares to be issued. Moreover, and in the proportion so subscribed, they may exercise their right of first refusal in the subscription of any shares that were not subscribed by the other shareholders. For the purposes of exercising these rights, the Company shall tender the shares to the shareholders through notices published during three days in the bulletin of legal publications and if legally required, in one of the newspapers of general circulation in the Republic of Argentina, granting to the shareholders the term fixed by the shareholders at a Shareholders’ Meeting for the exercise of their preemptive and first refusal rights, in agreement with legal provisions in force. Upon the expiration of this term and if there were still any remaining unsubscribed shares of stock, the same may be tendered by the Board of Directors as it may deem it most convenient. ARTICLE 11: In the event a capital increase is applied to third-party subscriptions pursuant to Section 197 of the Business Companies Law, and if so deemed advisable in the light of the Company’s best interests, it may be resolved, at an Extraordinary Shareholders’ Meeting, that the preemptive right to subscribe new shares of stock be limited or suspended. ARTICLE 12: Upon subscribing or purchasing of any shares of stock in the Company, subscribers or purchasers shall be deemed to know and accept these Bylaws and any future amendments hereof, as the case may be, and in the event of any legal action, they shall submit themselves to the jurisdiction of the Ordinary Courts in Commercial Matters of the City of Buenos Aires. CHAPTER IV. MANAGEMENT. ARTICLE 13: a. Management of the Corporation shall be vested in a Board of Directors which shall be composed of a number of members to be determined each year at the Annual Ordinary Shareholders’ Meeting, said number ranging between a minimum of three and a maximum of nine members. b. The directors who may be elected shall only be those persons whose names are stated in lists submitted no less than three days before the date of the Meeting, and signed by shareholders representing shares which entitle their holders to at least a ten percent of the total voting rights, to the Chairman of the Board of Directors or his substitute for their official approval. In the event the Meeting is adjourned before the election of directors, new lists may be submitted up to three business days before the date set for said Meeting to be reassumed. If any shareholder gives the Company at least three days’ notice prior to the date of the Meeting about his/her decision to vote cumulatively, he/she shall state the name or names of the person/s he/she proposes to be elected through such system. For the purposes of facilitating the preparation of these lists and of registering the names of the candidates, as from the date of the first notice of the

 

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respective Meeting, an ad hoc book with the formalities set forth by Article 53 of the Commercial Code shall be kept at the corporate domicile, which book shall be open to inspection of the shareholders at any time. On said book, the names of the lists or candidates proposed by the shareholders making such request shall be written down. Votes cast in favor of persons not included in lists submitted within the terms and under the conditions mentioned above shall be invalid. c. The shareholders at the Shareholders’ Meeting may also elect one or more Alternate Directors up to a maximum number equal to the number of elected Regular Directors. When electing the Alternate Directors, the Shareholders’ Meeting may (i) determine which Regular Director shall be replaced by each Alternate Director, or (ii) establish an order of election, or (iii) any combination of the above two options. If no resolution is made at the Shareholders’ Meeting, it shall be deemed that the criterion specified in (ii) was chosen. In the event of impediment or absence of a Regular Director, whether temporary or permanent, the Alternate Director elected under (i) shall replace the respective Regular Director, and the Alternate Directors elected under (ii) shall replace Regular Directors according to the order of their election. Only if a quorum of Regular Directors is not present, Alternate Directors shall act in the Board of Directors without requiring any authorization or Board resolution. If there is a quorum of Regular Directors present, Alternate Directors may act in the Board of Directors if so decided it by a majority of its members. An Alternate Director shall stay in office until the director he/she replaces resumes his/her duties, and, in the event of permanent absence or discontinuance, until the next Ordinary Shareholders’ Meeting at which directors are to be elected. At such Meeting, shareholders may confirm that said Alternate Director should complete the outgoing Director’s unexpired term of office or they may elect another director to that end. d. In order to be a Director, an individual shall have an honorable reputation and shall possess the technical qualifications suitable to hold office. Upon taking office, each director shall give a bond of One Thousand Pesos (Ps.1,000.-), either in cash and/or government securities. e. Regular Directors shall hold office for three years and shall be renewed by thirds (or a fraction of no less than three) each time. The first Shareholders’ Meeting held at which directors shall be elected as from approval of the amendment to this article (even if the amendment has not been yet registered), shall decide which of the directors elected shall hold office for a term of one, two or three years. In general, when electing directors or afterwards, the Shareholders’ Meeting shall have the power to fix a lesser period (one or two years) for the terms of office of one, several or all of the directors. Should this issue not be resolved on at the Shareholders’ Meeting, the first Board of Directors whose members must be partially renewed shall decide, in its first meeting, the names of the Directors who shall cease in their offices after their first year of service. Alternate Directors shall also be elected for a three-year term, and the same rules set forth for Regular Directors shall apply thereto. Directors, both alternate and regular, may be reelected indefinitely. If the Ordinary Shareholders’ Meeting is held after the expiration of the terms of office fixed for directors, they shall validly remain in their offices until their successors shall have been elected. f. In the event of any vacancy in the Board of Directors, the Supervisory Syndics Committee shall appoint the directors necessary for the Board to be able to transact business. ARTICLE 14: During the course of the first Board of Directors’ meeting held after the Ordinary Shareholders’ Meeting at which directors are totally or partially elected, provided always that at such Shareholders’ Meeting said offices have not been elected, directors shall elect from their own members a Chairman, and one or two Vice-Chairmen, as resolved by the Board of Directors. In the event of absence or impediment of the Chairman, one of the Vice-Chairmen shall automatically replace the Chairman in all his/her duties and powers, in the order of their election. ARTICLE 15: a. The Board of Directors shall meet at least once per month and at any other time as it may be so requested by

 

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any of the directors or the Supervisory Syndics Committee. b. The Board of Directors shall transact business with the presence of the majority of its members, whether they are in person or communicated through any simultaneous transmission media of sound waves, images or words such as a videoconference or any similar device. If such is the case, quorum shall be deemed constituted with both the directors present as well as those holding the meeting at a distance. The decisions shall be taken by the majority of votes present or informed through any of the above-mentioned transmission means. In the event of a tie, the chairman shall have a casting vote. In the absence of the Chairman, the casting vote right shall be exercised by one of the Vice-Chairmen. To such end, the same order specified in Article 14 shall be followed. c. The Shareholders’ Meeting shall set the compensation of the Board of Directors, taking into account the best practices used in local and international markets to compensate directors having similar duties and responsibilities. ARTICLE 16: The powers and duties of the Board of Directors shall be as follows: 1. To agree, establish, authorize and regulate the affairs, investments and expenses of the Company; to enforce the resolutions adopted at the Shareholders’ Meetings; and to resolve, within ten business days, any request to call a Shareholders’ Meeting received from the Shareholders pursuant to Section 236 of the Business Companies Law. 2. To decide, when so deemed convenient for the fulfillment of the corporate objectives, that its members take up remunerated positions within the Company, its subsidiaries or affiliates, whether they be technical or administrative positions, and whether of a permanent, temporary or occasional nature, such a cost to be allocated to general expenses. It shall appoint all other offices and employees, establishing their powers, duties, remunerations, rewards and bonds, with authority to suspend and remove them. 3. To allocate any sums of money as it may deem adequate for the benefit of any person that has worked for the Company, its subsidiaries or affiliates. 4. To supervise the businesses and operations of the Company and to establish the best means and mechanisms to participate in the corporate bodies and decisions of its subsidiaries and affiliates, or in the supervision thereof, as applicable. 5. To send out notices of and be present at Shareholders’ Meetings and to move at them any measures it may deem pertinent; to submit the Annual Report and Balance Sheet of the Company for approval of the Shareholders at the Annual General Meeting, and to propose thereat the distribution of profits in accordance with the law and these Bylaws. 6. To issue internal rules and regulations in case they are considered necessary, with the exception of the regulations mentioned in Article 1, which shall have to be approved at a Shareholders’ Meeting. 7. To acquire and dispose holdings in any other companies, both within and without the country. 8. To settle and submit to de jure arbitrators or amiables compositeurs any matters the Company may be party to. 9. To agree on interim dividends when deemed fit, in the cases permitted by and in accordance with Section 224 of the Business Companies Law and other applicable legal provisions in force. 10. To agree upon transactions with institutions, banks or companies within or without the country. 11. To provisionally suspend, with the vote of two-thirds of the Board of Directors members, a director who shall have willfully carried out any act contrary to the Company’s interests, submitting the case to the consideration of the Shareholders at a Meeting to be immediately convened therefor. 12. To promote all kinds of legal complaints, perform all kinds of acts and execute all contracts that may be necessary to fulfill the corporate purpose, including those for which special powers of attorney are required (such as those listed in Sections 782, 806 and 1881 of the Argentine Civil Code and Section 9 of Decree Law 5965/63 and other applicable rules). 13. To set up

 

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branches, agencies or any kind of representative offices, either in the Republic of Argentina or abroad, establishing or not a specified capital therefor, and granting any powers as required. To execute joint interest cooperation agreements. 14. To grant court, out-of-court, administrative and other powers of attorney, whether general or special, with the purpose and scope that is deemed most convenient. 15. To distribute any sums of money and to make grants and gifts to charity or any other general interest purposes. 16. The Board of Directors shall not be authorized to decide upon the sale or any other act involving any disposition of the shares which are the controlling interest in the subsidiary “Banco de Galicia y Buenos Aires S.A.”, including any merger or similar act of corporate restructuring, without such a transaction having been first approved by the Shareholders at an Ordinary Shareholders’ Meeting. The above enumeration is merely illustrative, and the Board of Directors is authorized to resolve on any cases not contemplated herein, provided that they be related to the corporate purpose and that they conform to legal and Bylaws provisions. ARTICLE 17: Delegate Director or Executive Committee. Managers. a. For purposes of the better performance of its duties, the Board of Directors may delegate to one of its members (the “Delegate Director”) or to an Executive Committee part of its administration duties, more particularly, the executive management of the Company’s usual and ordinary affairs, according to any course of action that may be fixed. b. If the Board of Directors should decide to organize an Executive Committee, it shall do so in line with Section 269 of the Business Companies Law. The Committee shall consist of two to five members and its meetings shall be held as frequent as resolved by the Board of Directors. The quorum at the meetings shall be deemed constituted with more than a half of its members present and the decisions shall be made by majority of the members present. If the Committee consists of only two members, the casting vote in the event of tie shall correspond to the Chairman of the Board of Directors, who shall be called for that specific purpose. If the Chairman were a member of the committee, he shall have a casting vote. The Executive Committee shall only be in charge of managing the habitual affairs, with such powers and restrictions that may be fixed by the Board of Directors. c. The Executive Committee, or the Delegate Director or Directors, as applicable, shall provide the Board of Directors with any information regarding the resolutions adopted by the same. The Board of Directors shall supervise the performance of the Executive Committee, or that of the Delegate Director or Directors, as applicable, being entitled, pursuant to the powers conferred on it by law or these bylaws, to resume at any time the delegated duties, either provisionally or permanently, as well as to change the duties of or discontinue such Committee. d. The provisions of the preceding paragraphs have been established notwithstanding the fact that the Board of Directors is also authorized to appoint a General Manager and one or more managers, whether they be directors or not, and to grant them certain administration duties. ARTICLE 18: a. The Chairman shall be the legal representative of the Company. However, each of the Vice Chairmen individually or two any of the remaining Regular Directors acting jointly may also represent the Company, being entitled, while discharging such representation and for purposes of the implementation of the resolutions made by the Board of Directors, to execute any obligations, agreements, and generally, any legal acts and documents related to the Company’s management. b. Any regular member of the Board of Directors may represent the Company in order to testify and answer interrogatories in any action or before any arbitration and administrative courts, either within the country or abroad, it being understood in such case that he/she is acting as the legal representative of the Company and that his/her representations and statements are binding on the Company, notwithstanding any general or special powers of attorney that the Board of Directors may decide to grant, either to answer to interrogatories or otherwise. c. Furthermore, the Chairman or the Vice Chairman or Vice Chairmen acting in lieu of the Chairman shall

 

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have the following powers and duties: 1) To ensure compliance with these Bylaws, the internal rules and regulations and the resolutions passed by the Board of Directors and Shareholders’ Meetings. 2) To preside at all Shareholders’ Meetings and Board Meetings, to call the meetings to order and monitor discussions held at them, to make all Directors and Shareholders’ Meetings aware of all regulations and matters that affect the Company, its subsidiaries and affiliates, and to suggest the resolutions that he/she may deem fit. 3) To call the Board of Directors meetings when deemed fit, or when so requested by any of the Directors or Syndics. 4) To execute all documents related to the Company’s business, notwithstanding those that have to be signed by other directors, managers or officers in accordance with these Bylaws or the Company’s internal regulations. 5) To discontinue the services of the managers and other employees, reporting this fact immediately to the Board of Directors for the Board to resolve as it may best deem. CHAPTER V. SUPERVISION. ARTICLE 19: a. Supervision of the Company shall be performed by a Supervisory Syndics Committee consisting of three Regular Syndics appointed at the Ordinary Shareholders’ Meeting to hold office during one fiscal year. The syndics shall have the powers and duties set forth in Section 294 of the Business Companies Law. Furthermore, three Alternate Syndics shall be appointed at the Shareholders’ Meeting, who shall act during the absence or impediment of the regular syndics. When appointing the alternate syndics, Shareholders may decide (i) to determine which regular syndic is to be replaced by each alternate; and (ii) to fix an order of election that, in the first place, shall be the number of votes obtained by each of them. In such case, they shall take office in the order of their election. The alternate syndic may attend the meetings of the Supervisory Syndics Committee and of the Board of Directors upon the mere absence of a regular syndic -and, as applicable, in the absence of the remaining alternate members that have a prior right concerning the number of votes or the order of their election, if any,- without any previous action by the corporate body being necessary therefor. The performance of the alternate syndic shall extend until the replaced regular member shall have resumed its duties or, in the event of a permanent absence, until the next Ordinary Shareholders’ Meeting at which the new syndics are to be elected. b. The Supervisory Syndics Committee meetings shall be validly held with the presence of two of its members and resolutions thereat shall be adopted with the affirmative vote of the majority of those present, notwithstanding the rights, powers and duties of the dissenting syndic, as applicable, under Section 294 of the Business Company Law. The Supervisory Syndics Committee shall keep a minutes book. CHAPTER VI. CORPORATE GOVERNANCE. ARTICLE 20: The Shareholders’ Meetings shall be Ordinary or Extraordinary, according to the relevant agenda. The meetings shall be conducted fully in accordance with Sections 234, 235 and other applicable sections of the Business Companies Law. ARTICLE 21: a. The Shareholders’ Meetings, either Ordinary or Extraordinary, shall be convened through publications during five days, made with a minimum and maximum anticipation of 10 and 30 days, respectively, in the newspapers of legal publications and in one of the newspapers of general circulation throughout the Republic of Argentina. Furthermore, all applicable laws and regulations shall be complied with. b. Notice of the first and adjourned meetings may be given simultaneously as set forth by Section 237 of the Business Companies Law. In the event of simultaneous calls, if the meetings have been convened to be held within the same day, there must be an interval of at least an hour after the time fixed to hold the first one. Once the Company has been authorized to make a public offering of its shares of stock, the power to make simultaneous calls shall be reserved to the Ordinary Shareholders’ Meetings. If the calls are not made simultaneously, the adjourned meeting shall be held within 30 (thirty) calendar days and the publications shall be made during three days, at least 8 days prior thereto. c. The Board of Directors shall determine the Agenda of each Shareholders’ Meeting and no business may be

 

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transacted other than that included in the call by the Board of Directors or such as may have been included by the Supervisory Syndics Committee. The shareholders that represent at least 5% of the paid in capital stock may propose in writing to the Board of Directors, before February 28th every year, the items that in their discretion should be considered at the Shareholders’ Meeting that shall deal with the annual documentation and reports of the fiscal year. ARTICLE 22: The right to attend the Shareholders’ Meeting may be exercised either personally or by the representation of another person, whether or not he/she is a shareholder, through a proxy made in a private instrument, signature of which shall be certified by a judicial officer, a Notary Public or a banking institution. ARTICLE 23: a. Quorum and majority percentages shall be as established by Sections 243 and 244 of the Business Companies Law, according to the type of meetings, notice and agenda. The only exception is the quorum at second call of the Extraordinary Shareholders’ Meeting, which shall be deemed validly convened with the presence of any number of shareholders having voting rights. b. Votes shall be by show of hands or in the manner determined by the Chairman and as approved at the Shareholders’ Meeting. At the request of the Shareholders who have voted against a specific resolution, or that have abstained from voting thereon, such circumstance shall be duly recorded. c. The minutes of each meeting containing a summary of the proceedings and an exact transcription of the resolutions adopted thereat shall be entered in the Shareholders’ Minutes Book. These minutes shall be signed by the Chairman, the shareholders specially appointed by the Meeting for that purpose, the Secretary and the Tellers, if any. The signatures of the shareholders or representatives along with that of the Chairman shall entail the approval of the relevant minutes. d. The Shareholders’ Meeting shall be in permanent session until all items of the Agenda have been decided on. The meeting may be adjourned only once, to continue within 30 calendar days. Only the shareholders who were allowed to attend the first meeting by reasons of having complied with the notice contemplated by Section 238 of the Business Companies Law shall be authorized to attend the adjourned meeting. Minutes of each meeting shall be drawn up. CHAPTER VII. BALANCE SHEET AND PROFIT DISTRIBUTION. ARTICLE 24: a. The Company’s fiscal year shall close on December 31 of each year. The financial statements, according to the applicable technical standards and current provisions, shall be drawn up as of such date. b. Without prejudice to the foregoing, if the Company or any of its subsidiaries were authorized to make a public offering of its shares, negotiable obligations or other securities, the financial statements shall be drawn up on a quarterly basis subject to the applicable legal and regulatory requirements. Their preparation shall be in charge of the Board of Directors and shall include an opinion given by the Supervisory Syndics Committee. c. The Shareholders at their Meeting may change the closing date of the Company’s fiscal year, registering the pertinent resolution at the Public Registry of Commerce and informing it to the competent controlling authorities. d. Liquid and realized profits shall be annually distributed as follows: 1. The percentage stipulated by existing laws shall be allotted to the Statutory Reserve Fund. 2. The sum to be determined according to current legal provisions or to these bylaws, to the compensation of the Board of Directors, which sum shall be distributed among the directors in the manner decided by the Shareholders’ Meeting or, as applicable, by the Board of Directors. 3. The sum to be determined as compensation of the Supervisory Syndics Committee. 4. To Dividends payable to preferred shares, if any; any overdue cumulative dividends are to be paid out first. 5. To the amortization, in whole or in part, of issued participation stock, as applicable. 6. After payment of the additional participation of preferred shares, the remainder, shall be distributed in the manner resolved at the Shareholders’ Meeting. It may be distributed, either totally or partially, to optional reserve funds that are reasonable and consistent with reasonable prudent management practices, to a new account or to

 

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dividends payable to common stock. Dividends in cash shall not exceed the realized and liquid profits, whether the latter correspond to the fiscal year or accumulated in previous fiscal years, or resulting from releases of optional reserve funds made up with said profits. 7. Dividends shall be paid pro rata to the respective payments, within one year of their approval. If the Company is authorized to make a public offering of its shares of stock, the dividends, if only in cash, shall be paid within 30 (thirty) calendar days of their approval by the shareholders at the pertinent Shareholders’ Meeting or within a longer or shorter term as may be established by the applicable laws and regulations. The dividends that have not been collected three years after being placed at the disposal of the Shareholders shall be forfeited in favor of the Company. The amount of the so forfeited dividends shall be allocated to the reserve fund. 8. The distribution of advanced or interim dividends or of dividends resulting from the quarterly balance sheets in cash, as authorized by the second paragraph of Section 224 of the Business Companies Law shall be decided by the Board of Directors on the basis of the special or quarterly balance sheets, accompanied by the opinion of the Supervisory Syndics Committee. CHAPTER VIII. DISSOLUTION AND LIQUIDATION. ARTICLE 25: a. The events of dissolution are those established in the Business Companies Law. b. Upon the dissolution of the Company, the ensuing liquidation may be carried out by the Board of Directors or by the liquidators appointed at a Shareholders’ Meeting. The liquidation shall be conducted under the supervision of the Supervisory Syndics Committee. Liabilities being cancelled, and capital refunded taking into account the preferences of the shares of preferred stock or of participation stock or the payment of negotiable obligations, as the case may be, the balance shall be distributed among the shareholders pro rata to their shares and the rights attaching to each share.

 

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REGISTRATION WITH THE PUBLIC REGISTRY OF COMMERCE

 

 

DATE    No.      Folio      Book      Volume  

Sept. 30, 1999

     14,519        —          7        - of Stock Companies  

Amendments

           

Mar. 9, 2000

     3,385        —          10        - of Stock Companies  

Jul. 17, 2000

     10,203        —          11        - of Stock Companies  

Jul. 17, 2000

     10,202        —          11        - of Stock Companies  

Aug. 9, 2000

     11,670        —          12        - of Stock Companies  

Aug. 9, 2000

     11,670        —          12        - of Stock Companies  

Jul. 3, 2001

     8,569        —          15        - of Stock Companies  

Aug. 22, 2003

     11,891        —          22        - of Stock Companies  

Feb. 8, 2006

     2,065        —          30        - of Stock Companies  

Jun. 6, 2006

     9,410        —          31        - of Stock Companies  

Jul. 16, 2010

     12,749        —          50        - of Stock Companies  

 

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EX-2.3 3 d553951dex23.htm EX-2.3 EX-2.3

Exhibit 2.3

Execution Version

TARJETA NARANJA S.A.

as Issuer,

THE BANK OF NEW YORK MELLON

as Trustee, Registrar, Principal Paying Agent, Calculation Agent and Principal Transfer Agent,

BANCO DE VALORES S.A.

as Representative of the Trustee in Argentina

and

THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH

as Luxembourg Paying Agent

 

 

INDENTURE

Dated as of April 11, 2017

 

 

FLOATING RATE PESO-LINKED NOTES DUE 2022


TABLE OF CONTENTS

 

         Page  
ARTICLE I   
GENERAL   

Section 1.1

 

Definitions

     2  

Section 1.2

 

Rules of Construction

     28  

Section 1.3

 

Agents

     29  
ARTICLE II   
THE NOTES   

Section 2.1

 

Form and Dating

     30  

Section 2.2

 

Computation of Payments

     31  

Section 2.3

 

Execution and Authentication

     31  

Section 2.4

 

Registrars, Transfer Agents, Calculation Agent and Paying Agents

     32  

Section 2.5

 

Paying Agent to Hold Money in Trust

     34  

Section 2.6

 

Calculation Agent

     35  

Section 2.7

 

CUSIP and ISIN Numbers

     35  

Section 2.8

 

Holder Lists

     35  

Section 2.9

 

Global Note Provisions

     36  

Section 2.10

 

Legends

     37  

Section 2.11

 

Transfer and Exchange

     37  

Section 2.12

 

Mutilated, Destroyed, Lost or Stolen Notes

     40  

Section 2.13

 

Temporary Notes

     41  

Section 2.14

 

Cancellation

     42  

Section 2.15

 

Defaulted Interest

     42  

Section 2.16

 

Additional Notes

     43  
ARTICLE III   
COVENANTS   

Section 3.1

 

Payment of Notes

     43  

Section 3.2

 

Maintenance of Office or Agency

     44  

Section 3.3

 

Corporate Existence

     45  

Section 3.4

 

Payment of Taxes

     45  

Section 3.5

 

Further Instruments and Acts

     45  

Section 3.6

 

Waiver of Stay, Extension or Usury Laws

     45  

Section 3.7

 

Change of Control

     45  

 

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TABLE OF CONTENTS

(continued)

 

         Page  

Section 3.8

 

Limitation on Indebtedness

     47  

Section 3.9

 

Limitation on Restricted Payments

     50  

Section 3.10

 

Limitation on Sale and Leaseback Transactions

     53  

Section 3.11

 

Limitation on Sales of Assets

     53  

Section 3.12

 

Limitation on Guarantees and Indebtedness of Restricted Subsidiaries

     56  

Section 3.13

 

Limitation on Liens

     57  

Section 3.14

 

Limitation on Transactions with Affiliates

     60  

Section 3.15

 

Conduct of Business

     62  

Section 3.16

 

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries

     62  

Section 3.17

 

Reports to Holders

     65  

Section 3.18

 

Listing and Trading

     65  

Section 3.19

 

Additional Amounts

     66  

Section 3.20

 

Use of Proceeds

     68  

Section 3.21

 

Compliance Certificates

     68  

Section 3.22

 

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries

     69  
ARTICLE IV   
LIMITATION ON MERGER, CONSOLIDATION AND SALE OF ASSETS   

Section 4.1

 

Consolidation, Merger, Conveyance, Sale or Lease

     69  
ARTICLE V   
REDEMPTION AND REPURCHASES OF NOTES   

Section 5.1

 

Redemption

     71  

Section 5.2

 

Election to Redeem

     71  

Section 5.3

 

Notice of Redemption

     71  

Section 5.4

 

Deposit of Redemption Price

     72  

Section 5.5

 

Notes Payable on Redemption Date

     72  

Section 5.6

 

Repurchases; Notes held by the Company and/or Affiliates

     72  
ARTICLE VI   
DEFAULTS AND REMEDIES   

Section 6.1

 

Events of Default

     72  

Section 6.2

 

Acceleration

     73  

 

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TABLE OF CONTENTS

(continued)

 

         Page  

Section 6.3

 

Other Remedies

     74  

Section 6.4

 

Waiver of Past Defaults

     74  

Section 6.5

 

Control by Majority

     74  

Section 6.6

 

Limitation on Suits

     74  

Section 6.7

 

Rights of Holders to Receive Payment

     75  

Section 6.8

 

Collection Suit by Trustee

     75  

Section 6.9

 

Trustee May File Proofs of Claim, etc.

     76  

Section 6.10

 

Priorities

     76  

Section 6.11

 

Undertaking for Costs

     77  
ARTICLE VII   
TRUSTEE   

Section 7.1

 

Duties of Trustee

     77  

Section 7.2

 

Rights of Trustee

     78  

Section 7.3

 

Individual Rights of Trustee

     81  

Section 7.4

 

Trustee’s Disclaimer

     81  

Section 7.5

 

Notice of Defaults

     81  

Section 7.6

 

Report to Trustee

     81  

Section 7.7

 

Compensation and Indemnity

     81  

Section 7.8

 

Replacement of Trustee

     82  

Section 7.9

 

Successor Trustee by Merger

     83  

Section 7.10

 

Eligibility

     84  

Section 7.11

 

The Trustee’s Representative in Argentina

     84  

Section 7.12

 

Agents

     85  
ARTICLE VIII   
DEFEASANCE; DISCHARGE OF INDENTURE   

Section 8.1

 

Legal Defeasance and Covenant Defeasance

     85  

Section 8.2

 

Conditions to Defeasance

     86  

Section 8.3

 

Application of Trust Money

     87  

Section 8.4

 

Repayment to Company

     88  

Section 8.5

 

Indemnity for U.S. Government Obligations

     88  

Section 8.6

 

Reinstatement

     88  

Section 8.7

 

Satisfaction and Discharge

     88  

 

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TABLE OF CONTENTS

(continued)

 

         Page  
ARTICLE IX   
AMENDMENTS   

Section 9.1

 

Without Consent of Holders

     89  

Section 9.2

 

With Consent of Holders

     90  

Section 9.3

 

Revocation and Effect of Consents and Waivers

     91  

Section 9.4

 

Notation on or Exchange of Notes

     92  

Section 9.5

 

Trustee to Sign Amendments and Supplements

     92  

Section 9.6

 

Evidence of Action Taken by Holders

     92  

Section 9.7

 

Holders to be Treated as Owners

     92  

Section 9.8

 

Noteholders Meeting; Consent

     93  
ARTICLE X   
MISCELLANEOUS   

Section 10.1

 

Notices

     94  

Section 10.2

 

Certificate and Opinion as to Conditions Precedent

     96  

Section 10.3

 

Statements Required in Officers’ Certificate or Opinion of Counsel

     97  

Section 10.4

 

Rules by Trustee and Agents

     97  

Section 10.5

 

Legal Holidays

     97  

Section 10.6

 

Governing Law, etc.

     97  

Section 10.7

 

No Recourse Against Others

     99  

Section 10.8

 

Provisions of Indenture for the Sole Benefit of Parties and Holders

     99  

Section 10.9

 

Successors

     99  

Section 10.10

 

Duplicate and Counterpart Originals

     99  

Section 10.11

 

Severability

     100  

Section 10.12

 

Currency Indemnity

     100  

Section 10.13

 

Foreign Exchange Market

     100  

Section 10.14

 

Table of Contents; Headings

     101  

 

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EXHIBIT A   

Form of Note

EXHIBIT B   

Form of Certificate for Transfer to QIB

EXHIBIT C   

Form of Certificate for Transfer Pursuant to Regulation S

EXHIBIT D   

Form of Certificate for Transfer Pursuant to Rule 144

EXHIBIT E   

Form of Supplemental Indenture for Subsidiary Guarantee

EXHIBIT F   

Form of Subsidiary Guarantee

 


INDENTURE, dated as of April 11, 2017, by and among Tarjeta Naranja S.A., a sociedad anónima organized and existing under the laws of Argentina with legal domicile at La Tablada, City of Córdoba, Province of Córdoba, Argentina, incorporated on September 1, 1995 for a 99-year period and registered with the Public Registry of Commerce of The City of Córdoba under No. 1363, Page 5857, Book 24, Year 1995, on December 12, 1995 (the “Company”), The Bank of New York Mellon, as trustee (the “Trustee”), registrar (in such capacity, the “Registrar”), paying agent (in such capacity, the “Principal Paying Agent), calculation agent (in such capacity, the “Calculation Agent”) and transfer agent (in such capacity, the “Principal Transfer Agent”), Banco de Valores S.A., a sociedad anónima duly incorporated and existing under the laws of Argentina, as the Trustee’s representative in Argentina (in such capacity, the “Trustee’s Representative in Argentina”) and The Bank of New York Mellon SA/NV, Luxembourg Branch, a corporation (société anonyme) organized under the laws of Luxembourg, as Luxembourg paying agent (in such capacity, the “Luxembourg Paying Agent”).

W I T N E S S E T H :

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication and delivery and administration of its Initial Notes and Additional Notes (each as defined herein), pursuant to the Company’s Global Short-Term, Medium-Term and/or Long-Term Note Program for a maximum outstanding amount of US$650,000,000 (as amended, the “Program”);

WHEREAS, the Company, pursuant to resolutions of its shareholders, dated July 14, 2005, authorized the creation of the Program for an initial maximum outstanding amount of US$50,000,000;

WHEREAS, the Company, pursuant to a meeting of the Board of Directors held on September 7, 2005, approved the terms and conditions of the Program;

WHEREAS, the Company, pursuant to resolutions of its shareholders’ dated March 3, 2005, October 31, 2007, April 1, 2011 and March 8, 2012, increased the maximum outstanding amount under the Program to US$150,000,000 to US$350,000,000, to US$450,000,000 and to US$650,000,000 respectively;

WHEREAS, the Company, pursuant to resolutions of its shareholders’, dated March 26, 2010 and March 19, 2015, approved the extension of the Program;

WHEREAS, the Company, pursuant to resolutions of its Board of Directors dated February 17, 2017, has fully authorized the issuance in the amount of up to US$$300,000,000 of Notes (as defined herein), substantially in the form hereinafter set forth in such aggregate principal amount;

WHEREAS, the Program has been authorized by the Argentine Comisión Nacional de Valores (“CNV”) by its Resolution No. 15,220 dated October 26, 2005;

 

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WHEREAS, the increases in the authorized maximum amount of the Program have been authorized by the CNV by its Resolutions No. 15,361, 15,785, 16,571, 16,822 dated March 23, 2006, November 16, 2007, May 24, 2011, May 23, 2012, respectively.

WHEREAS, the extension of the Program and the public offering in Argentina of notes thereunder have been authorized by the CNV by its Resolutions No. 16,319 and 17,676 dated April 27, 2010 and May 21, 2015, respectively.

WHEREAS, the Notes will qualify as “obligaciones negociables simples no convertibles en acciones” under Argentine Law No. 23,576, as amended (the “Negotiable Obligations Law”), and the Argentine Law No. 26,831 (the “Argentine Capital Markets Law”) and the rules issued by the CNV pursuant to General Resolution No. 622/2013 as amended and supplemented;

WHEREAS, the main corporate purpose of the Company is to create, develop, direct, manage, market and operate credit card and/or related systems;

WHEREAS, the capital stock and the shareholders’ equity of the Company, as of December 31, 2016, was Ps.24,000 and Ps.4,681,431,000, respectively, in accordance with IFRS (as defined below);

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of Securities issued on and after the date hereof;

WHEREAS, the Trustee has agreed to act as Trustee under this Indenture on the following terms and conditions; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done.

Each party agrees as follows for the benefit of the other parties and of the Holders of the Initial Notes and any Additional Notes (in each case as defined herein):

ARTICLE I

GENERAL

Section 1.1 Definitions.

“Acceptable Commitment” has the meaning set forth under Section 3.11.

“Accounts Receivable” means receivables of the Company or any Subsidiary thereof generated in the ordinary course of its business.

“Additional Amounts” has the meaning set forth under Section 3.19.

 

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“Additional Assets” means:

(1) any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Related Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

“Additional Note Board Resolutions” means resolutions duly adopted by the Board of Directors of the Company and delivered to the Trustee in an Officers’ Certificate providing for the issuance of Additional Notes.

“Additional Note Supplemental Indenture” means a supplement to this Indenture duly executed and delivered by the Company and the Trustee pursuant to Article IX providing for the issuance of Additional Notes.

“Additional Notes” means any additional Notes as specified in the relevant Additional Note Board Resolutions or Additional Note Supplemental Indenture issued therefor in accordance with this Indenture.

“Affiliates” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of the provisions described under Section 3.14 only, “Control” of any Person shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis including all rights or warrants to purchase such Voting Stock (whether or not currently exercisable)) of such Person and any Person known to such Person who would be an Affiliate of any such beneficial owner pursuant to this sentence or the first sentence hereof.

“AFIP” means the Argentine Administración Federal de Ingresos Públicos.

“Agent” means any of the Paying Agents, the Registrar, the Transfer Agents, the Calculation Agent, the Trustee’s Representative in Argentina, the Authenticating Agent or any other agent employed to act hereunder.

“Agent Members” has the meaning assigned to it in Section 2.9(b).

“Applicable Exchange Rate” is the average of the Peso/Dollar exchange rate published by the Central Bank through the Communication “A” 3,500 (as amended by any

 

3


successive regulation) for the three Business Days prior to the relevant Calculation Date, on its website (which at the date of this Indenture, is located at http://www.bcra.gob.ar/PublicacionesEstadisticas/Tipos_de_cambios.asp and the English translation is located at http://www.bcra.gov.ar/PublicacionesEstadisticas/Principales_variables_datos_i.asp?descri=20& fecha=Fecha_Ref&campo=Tip_Camb_Ref)), as calculated by the Calculation Agent. If the exchange rate published by the Central Bank through Communication “A” 3,500 (or any successor regulation) is not available, the Applicable Exchange Rate will be the average of the Peso/Dollar exchange selling rate quoted, for the three Business Days prior to the relevant Calculation Date, to the Company and delivered to the Calculation Agent in writing, by the three private banks in Argentina with the largest volume of foreign exchange transactions published by the Central Bank on its website (which at the date hereof, is located at http://www.bcra.gob.ar/Pdfs/Estadisticas/Ranking.xls ).

“Argentina” means The Republic of Argentina.

“Argentine Paying Agent” means any person authorized by the Company to act as paying agent in Argentina in accordance with the terms hereof.

“Argentine Registrar” means any person authorized by the Company to act as registrar in Argentina in accordance with the terms hereof.

“Argentine Transfer Agent” means any person authorized by the Company to act as transfer agent in Argentina in accordance with the terms hereof.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation, or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary); or

(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary;

(3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary;

provided, however, that Asset Disposition will not include:

(a) a disposition by a Restricted Subsidiary to the Company or another Restricted Subsidiary or by the Company to a Restricted Subsidiary, including to a Person that is or will become a Restricted Subsidiary immediately after the disposition;

(b) for purposes of the provisions described under Section 3.11 only, a Restricted Payment or any Permitted Investment;

 

4


(c) a disposition of assets with a Fair Market Value of less than US$10.0 million;

(d) an expenditure of cash or liquidation of Cash Equivalents or goods held for sale and assets sold in the ordinary course of business;

(e) (i) a disposition of obsolete equipment or other obsolete assets or other property which is uneconomical and no longer useful for the Company or any Restricted Subsidiary in the ordinary course of business consistent with past practice; or (ii) a disposition of assets that are exchanged for or are otherwise replaced by Additional Assets within a reasonable period of time;

(f) the disposition of all or substantially all of the assets of the Company in a manner permitted under the covenant described under Section 4.1;

(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(h) the disposition of assets in a Sale and Leaseback Transaction, if permitted by the covenant described under Section 3.10;

(i) the Incurrence of any Lien permitted by the covenant described under Section 3.13;

(j) the discounting or factoring of receivables in the ordinary course of business;

(k) rights granted to others pursuant to leases or licenses;

(l) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business;

(m) the unwinding of any Hedging Obligations; or

(n) the disposition of Accounts Receivable, or participations therein, and any related assets, in connection with any Permitted Receivables Financing.

“Asset Sale Offer” has the meaning assigned to it in Section 3.11.

“Asset Sale Offer Amount” has the meaning assigned to it in Section 3.11.

“Asset Sale Offer Notice” has the meaning assigned to it in Section 3.11.

“Asset Sale Offer Payment Date” means the purchase date which must be no earlier than 30 days nor later than 60 days from the date the Asset Sale Offer Notice is given (other than as may be required by law).

“Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended).

 

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“Authenticating Agent” has the meaning assigned to it in Section 2.3(e).

“Authorized Agent” has the meaning assigned to it in Section 10.6(d).

“Authorized Officer” means any officer, Director or attorney-in-fact of the Company as may be duly authorized to take actions under this Indenture and notified to the Trustee in writing by the Company.

“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing:

(1) the sum of the products of the numbers of years (rounding to the nearest one-twelfth of one year) from the date of determination to the dates of each remaining scheduled principal payment (including the payment at final maturity) of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment, by

(2) the sum of all such payments

“Bankruptcy Law” means Title 11, U.S. Code or any similar U.S. federal or state law or non-U.S. law for the relief of debtors.

“Bankruptcy Law Event of Default” means:

(1) the Company or any Restricted Subsidiary pursuant to or under or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case or proceeding;

(b) consents to the making of a Bankruptcy Order in an involuntary case or proceeding or consents to the commencement of any case against it (or them);

(c) consents to the appointment of a custodian, receiver, liquidator, assignee, trustee or similar official of it (or them) or for all or any substantial part of its property;

(d) makes a general assignment for the benefit of its (or their) creditors;

(e) files an answer or consent seeking reorganization or relief;

(f) admits in writing its inability to pay its (or their) debts generally when due; or

(g) consents to the filing of a petition in bankruptcy;

(2) a court of competent jurisdiction in any involuntary case or proceeding enters a Bankruptcy Order against the Company or any Restricted Subsidiary or of all or any substantial part of the property of the Company or any Restricted Subsidiary, and such Bankruptcy Order remains unstayed and in effect for 60 consecutive days; or

 

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(3) a custodian, receiver, liquidator, assignee, trustee or similar official is appointed out of court with respect to the Company, or any Restricted Subsidiary or with respect to all or any substantial part of the assets or properties of the Company or any Restricted Subsidiary.

“Bankruptcy Order” means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, receivership, winding-up, dissolution, suspension of payments, reorganization or similar proceedings, or appointing a custodian of a debtor or of all or any substantial part of a debtor’s property, or providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor.

“BASE” means the Buenos Aires Stock Exchange.

“Board of Directors” means, with respect to any Person, the board of directors of such Person or any committee thereof duly authorized to act on behalf of the board of directors of such Person, or similar governing body of such Person, including any managing partner or similar entity of such Person.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means a day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law to close in New York City, United States or the City of Buenos Aires, Argentina.

“Calculation Agent” has the meaning set forth in the preamble hereof.

“Calculation Date” means the second Business Day preceding each scheduled interest or principal payment date or any other date on which principal, interest or any other amounts shall become payable as a result of an acceleration of the maturity of the Notes or otherwise.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and partnership interests, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

 

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“Cash Equivalents” means:

(a) any official currencies received or acquired in the ordinary course of business including, without limitation, Pesos, Euro, U.S. Dollars or any other currency of countries in which the Company or its Subsidiaries has operations;

(b) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations, or securities issued directly and fully guaranteed or insured by any member of the European Union, or any agency or instrumentality thereof (provided that the full faith and credit of such member is pledged in support of those securities) or other sovereign debt obligations (other than those of Argentina) rated “A” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization registered under Section 15E of the Exchange Act, in each case with maturities not exceeding one year from the date of acquisition;

(c) Argentine government obligations (including those of the Central Bank) and other obligations issued or directly and fully guaranteed or insured by the Republic of Argentina or by any agent or instrumentality thereof or any such obligations or bonds issued by or guaranteed or insured by any province in Argentina or by an agent or instrumentality thereof; provided that the full faith and credit of the Republic of Argentina is pledged in support thereof.

(d) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptance with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with , in each case with (x) Banco de Galicia y Buenos Aires S.A. and its affiliates, or (y) any bank or trust company organized or licensed under the laws of Argentina or any state thereof that at the time of acquisition thereof has a local market credit rating of at least “BBB” (or the then equivalent grade) by S&P and the equivalent rating by Moody’s;

(e) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof or under the laws of any member state of the European Union, or under the laws of any country in which the Company has operations in each case whose head office’s senior short term debt is rated “BBB+” or higher or such similar equivalent or higher rating by at least one Rating Agency or whose local national scale rating for senior short term debt is BBB+ or higher or such similar equivalent or higher rating; and provided, further, that in the event that no bank or trust company in such country has a local rating of BBB+ or higher or such similar equivalent or higher rating, then this clause shall apply to the three highest rated banks in the relevant country.

 

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(f) repurchase obligations with a term of not more than 30 days for underlying securities of the type described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (e) above;

(g) commercial paper rated “BBB” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization as contemplated in Section 15E of Exchange Act under the Securities Act and maturing within six months after the date of acquisition;

(h) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (a) through (g) above; and

(i) substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which the Company or its Subsidiaries conducts business.

“Central Bank” means the Banco Central de la República Argentina, the Argentine Central Bank.

“Certificated Note” means any Note issued in fully-registered certificated form (other than a Global Note), which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.10 and Exhibit A.

“Change of Control” means the occurrence of any of the following: (i) Grupo Financiero Galicia S.A. ceases to own, directly or indirectly, securities representing (x) more than 50% of the Voting Stock of the Company or of Banco de Galicia y Buenos Aires S.A, or (y) more than 50% of the economic value of the outstanding Capital Stock of the Company or of Banco de Galicia y Buenos Aires S.A; or (ii) the first day on which (x) Grupo Financiero Galicia S.A. will not have the power to elect, or will not have elected, directly or indirectly, the managing partner or similar entity directing the management or operation of the Company or of Banco de Galicia y Buenos Aires S.A. or a majority of the board of directors of the Company or of Banco de Galicia y Buenos Aires S.A., as applicable, or (y) a majority of the members of the board of directors of the Company or of Banco de Galicia y Buenos Aires S.A are not Continuing Directors (as defined below).

“Change of Control Notice” means notice of a Change of Control Offer made pursuant to Section 3.7, which shall be given in accordance with Section 10.1 to each Holder within 45 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

(1) that a Change of Control has occurred, the circumstances or events causing such Change of Control and that a Change of Control Offer is being made pursuant to Section 3.7, and that all Notes that are timely tendered shall be accepted for payment;

(2) the Change of Control Payment, and the Change of Control Payment Date;

(3) that any Notes or portions thereof not tendered or accepted for payment shall continue to accrue interest;

 

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(4) that, unless the Company defaults in the payment of the Change of Control Payment with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest from and after the Change of Control Payment Date;

(5) that any Holder electing to have (i) any Certificated Notes or portions thereof purchased pursuant to a Change of Control Offer shall be required to tender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice or (ii) Global Note or beneficial interest therein purchased pursuant to a Change of Control Offer shall be required to tender such Global Note or beneficial interest therein to DTC in accordance with its applicable procedures, in each case prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a notice of withdrawal, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Holder’s election to have such Notes or portions thereof purchased pursuant to the Change of Control Offer;

(7) that any Holder electing to have Notes purchased pursuant to the Change of Control Offer must specify the principal amount that is being tendered for purchase, which principal amount must be U.S.$1,000 or an integral multiple thereof;

(8) that any Holder of Certificated Notes whose Certificated Notes are being purchased only in part shall be issued new Certificated Notes equal in principal amount to the unpurchased portion of the Certificated Note or Notes surrendered, which unpurchased portion shall be equal in principal amount to U.S.$1,000 or an integral multiple thereof;

(9) that the Trustee shall return to the Holder of a Global Note that is being purchased in part, such Global Note with a notation on the schedule of increases and decreases thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Note;

(10) that, in the event that Holders of not less than 95% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer and the Company or a third party purchases all of the Notes held by such Holders, the Company shall have the right, upon prior notice, to redeem all of the Notes that remain Outstanding in accordance with Section 3.7(e); and

(11) any other information necessary to enable any Holder to tender Notes and to have such Notes purchased pursuant to Section 3.7.

“Change of Control Offer” has the meaning assigned to it in Section 3.7(a).

“Change of Control Payment” has the meaning assigned to it in Section 3.7(a).

 

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“Change of Control Payment Date” means a Business Day no earlier than 30 days nor later than 60 days subsequent to the date on which the Change of Control Notice is given (other than as may be required by applicable law).

“Closing Date” means April 11, 2017.

“CNV” has the meaning assigned to it in the recitals.

“CNV Rules” means the rules issued by the CNV pursuant to General Resolution No. 622/2013, as amended and supplemented.

“Company” means the party named as such in the recitals to this Indenture and its successors and assigns, including any Successor Company.

“Company Order” has the meaning assigned to it in Section 2.3(c).

“Consolidated Net Income” means, for any period, consolidated net income (loss) for such period of the Company and its consolidated Restricted Subsidiaries determined in accordance with IFRS, if any; provided, however, that there shall not be included in such Consolidated Net Income:

(1) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

(a) subject to the limitations contained in clauses (3), (4), (5) and (6) below, the Company’s equity in the net income of a Person in which it has an ownership interest lower than that required for such Person to be consolidated for such period shall be included to reflect the Company’s equity in such net income; but only to the extent that such Person actually distributes net income to the Company; and

(b) the Company’s equity in the net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Subsidiary;

(2) any net income (or loss) of any Person acquired by the Company or a Restricted Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;

(3) any gain (or loss) realized upon the sale or other disposition of any asset of the Company or any Restricted Subsidiary (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition by the Company or any Restricted Subsidiary of any Capital Stock of any Person;

(4) any extraordinary or otherwise nonrecurring gain or loss;

(5) any gain or loss related to currency fluctuation;

(6) the cumulative effect of a change in accounting principles; and

 

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(7) any net income (but not loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(a) subject to the limitations contained in clauses (3), (4), (5) and (6) above, the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that such Restricted Subsidiary actually distributes to the Company; and

(b) the Company’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary.

“Continuing Directors” means, as of any date of determination, any member of the board of directors of the Company who: (i) was a member of such board of directors on the date hereof; or (ii) was nominated for election or elected to such board of directors with the approval of (x) a majority of the Continuing Directors who were members of such board at the time of such nomination or election or (y) either a shareholder or shareholders entitled to cast more than 50% of the aggregate voting rights at a shareholders’ meeting and were entitled to cast, directly or indirectly, such voting rights on the date hereof.

“Corporate Trust Office” means, with respect to the Trustee, the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is located on the date hereof at The Bank of New York Mellon, 101 Barclay Street, Floor 7 East, New York, New York 10286, Attention: Global Finance Unit.

“Covenant Defeasance” has the meaning assigned to it in Section 8.1(c).

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Defaulted Interest” has the meaning assigned to it in paragraph 1 of the Form of Reverse Side of Note contained in Exhibit A.

“Director” mans any duly elected member of the Board of Directors of the Company as certified in an Officers’ Certificate of the Company and delivered to the Trustee.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock; or

 

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(3) is redeemable at the option of the holder thereof, in whole or in part,

in each case on or prior to the first anniversary of the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions of the covenant described under Section 3.11.

“Distribution Compliance Period” means, with respect to any Regulation S Global Note, the 40 consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S under the Securities Act) pursuant to Regulation S and (b) the issue date for such Notes, as notified by the Company to the Trustee in writing.

“DTC” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depositary institution hereinafter appointed by the Company that is a clearing agency registered under the Exchange Act.

“Event of Default” has the meaning assigned to it in Section 6.1.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Fair Market Value” of any property, asset, share of Capital Stock, other security, Investment or other item means, on any date, the fair market value of such property, asset, share of Capital Stock, other security, Investment or other item on that date as determined in good faith by the Board of Directors of the Company or any Restricted Subsidiary, as applicable, and evidenced by a Board Resolution thereof.

“Global Note” means any Note issued in fully-registered certificated form to DTC (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.10 and Exhibit A.

“Governmental Authority” means any government, court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of any country, state, county, city or other political subdivision, having jurisdiction over the matter or matters in question.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of any Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

 

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(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a correlative meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Hedging Agreement” means hedging agreements in connection with interest rates, interest rate swaps, cap and collar agreements, interest rate futures and options, currency swap agreements, currency futures and options, and similar agreements that enable the Company to hedge financial and operating risks.

“Hedging Obligations” of any Person means the obligations of such Person under any Hedging Agreement.

“Holder” means the Person in whose name a Note is registered in the Register maintained by the Registrar.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, as in effect from time to time.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person is merged or consolidated with the Company or becomes a Subsidiary of the Company (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time of such merger or consolidation or at the time it becomes a Subsidiary of the Company. The term “Incurrence” when used as a noun shall have a correlative meaning. Neither the accretion of principal of a non-interest bearing or other discount security nor the capitalization of interest on Indebtedness shall be deemed the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal amount (or, if less, the accreted value) in respect of indebtedness of such Person for borrowed money;

(2) the principal (or, if less, the accreted value) if any, in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all reimbursement obligations of such Person in respect of the face amount of letters of credit or other similar instruments;

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except trade and other ordinary course payables and contingent obligations to pay earn-outs), which purchase price is due more than twelve months after the date of placing such property in service or taking delivery and title thereto or the completion of such services;

(5) all Capitalized Lease Obligations and all Attributable Debt of such Person;

 

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(6) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect of any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:

(a) the Fair Market Value of such asset at such date of determination; and

(b) the amount of such Indebtedness of such other Persons;

(8) to the extent not otherwise included in this definition, all Hedging Obligations of such Person, to the extent such Hedging Obligations appear as a liability on the balance sheet of such Person; and

(9) all obligations of the type referred to in clauses (1) through (8) above of other Persons for which such Person is responsible or liable, directly or indirectly, as Guarantor or otherwise, by means of any Guarantee.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to any contingent obligations, the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of such contingent obligations at such date.

“Indenture” means this Indenture, as amended or supplemented from time to time, including the Exhibits hereto, and any supplemental indenture hereto.

“Initial Exchange Rate” means AR$15.3828 per 1.00 U.S. Dollar (the average of the Peso/U.S. Dollar foreign exchange rate published by the Central Bank, through Communication “A” 3,500 for the three Business Days prior to April 6, 2017 on its website, as calculated by the Company).

“Initial Lien” has the meaning assigned to it in Section 3.13.

“Initial Notes” means any of the Company’s Floating Rate Peso-Linked Senior Notes due 2022 issued on the Closing Date, and any replacement Notes in respect thereof issued thereafter in accordance with this Indenture.

“Interest Payment Date” means the stated due date of an installment of interest on the Notes as specified in the Form of Face of Note contained in Exhibit A.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others; other than deposits made in the ordinary course of business), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person; provided that any advances, loans or other extensions

 

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of credit to customers or suppliers or merchants or any other Person in the ordinary course of business that are recorded as receivables from services or other receivables on the balance sheet of the applicable lender shall not constitute an Investment. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under Section 3.9:

(1) Investment shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that, upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Company’s Investment in such Subsidiary at the time of such redesignation, minus

(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

“Legal Defeasance” has the meaning assigned to it in Section 8.1(b).

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Paying Agent” means any Person authorized by the Company to repay the principal of, or interest on, any Notes in Luxembourg in accordance with the terms hereof and shall initially be The Bank of New York Mellon SA/NV, Luxembourg Branch with an office located at Vertigo Building – Polaris 2-4 rue Eugene Rupert L-2453 Luxembourg.

“Maturity Date” means, when used with respect to any Note, the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at Stated Maturity or by declaration of acceleration, call for redemption, exercise of the repurchase right or otherwise.

“MAE” means Mercado Abierto Electrónico S.A.

“MERVAL” means the Mercado de Valores de Buenos Aires S.A.

“Negotiable Obligations Law” has the meaning assigned to it in the recitals.

“Net Available Cash” from an Asset Disposition means cash payments or Cash Equivalents received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or

 

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other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case minus:

(1) all legal, accounting, investment banking, broker, consultant and advisory fees and expenses, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability in accordance with IFRS, as a consequence of such Asset Disposition;

(2) all payments, including any prepayment premiums or penalties, made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition;

(4) appropriate amounts to be provided by the seller as a reserve, in accordance with IFRS or as contractually provided for, against any liabilities associated with the property or other assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition;

(5) taxes paid or payable in respect of Asset Dispositions; and

(6) repayment of Indebtedness secured by a Lien permitted under this Indenture required to be repaid in connection with the Asset Disposition.

“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock or sale or other disposition of any Investment, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees and expenses actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Net Indebtedness to Net Worth Ratio” means, as of any date of determination, (i) Indebtedness of the Company and its Restricted Subsidiaries (excluding any Unrestricted Subsidiaries) minus the sum of cash and Cash Equivalents of the Company and its Restricted Subsidiaries, divided by (ii) Shareholders’ Equity of the Company and its Restricted Subsidiaries (excluding any Unrestricted Subsidiaries) (based on its most recent audited annual consolidated financial statements or its limited review quarterly consolidated financial statements, as applicable).

“Net Liabilities to Net Worth Ratio” means, as of any date of determination (i) Total Liabilities minus the sum of cash and Cash Equivalents of the Company and its Restricted Subsidiaries, divided by (ii) the Shareholders’ Equity (based on the most recent audited annual financial statements or limited review quarterly financial statements, as applicable).

 

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“Non-Recourse Debt” means Indebtedness of a Person:

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise);

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) the explicit terms of which provide there is no recourse against any of the assets of the Company or any Restricted Subsidiary.

“Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.

“Note Custodian” means the custodian with respect to any Global Note appointed by DTC, or any successor Person thereto, and shall initially be the Trustee.

“Notes” means, collectively, the Initial Notes and any Additional Notes issued under this Indenture.

“Obligations” means, with respect to any Indebtedness, any principal, interest (including, without limitation, Post-Petition Interest), premium, Additional Amounts, penalties, fees, indemnifications, reimbursements, damages, and other liabilities payable under the documentation governing such Indebtedness, including in the case of the Notes and any Subsidiary Guarantees, this Indenture.

“OECD” means the Organisation for Economic Co-operation and Development.

“Officer” means, when used in connection with any action to be taken by the Company or Subsidiary, the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Director of Corporate Finance, the Chief Legal Officer, the Treasurer or any Assistant Treasurer and the Secretary or any Assistant Secretary (or, in each case, the officers of the Company or Subsidiary with equivalent positions).

“Officers’ Certificate” means a certificate signed by two Authorized Officers or by an Authorized Officer and the Chief Financial Officer of the Company or any Restricted Subsidiary, as the case may be.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company (except as otherwise provided in this Indenture), obtained at the expense of the Company, a Successor Company or a Restricted Subsidiary, and delivered to the Trustee.

 

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“Original Offering of Notes” means the original private offering of the Initial Notes outside of Argentina and the public offering of the Notes in Argentina, which were issued on the Closing Date.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(1) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(2) Notes, or portions thereof, for the payment, redemption or, in the case of an Asset Sale Offer or Change of Control Offer, purchase of, which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or an Affiliate of the Company) in trust or set aside and segregated in trust by the Company or an Affiliate of the Company (if the Company or such Affiliate of the Company is acting as Paying Agent) for the Holders of such Notes; provided that, if Notes (or portions thereof) are to be redeemed or purchased, notice of such redemption or purchase has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made;

(3) Notes which have been surrendered pursuant to Section 2.12 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a protected purchaser in whose hands such Notes are valid obligations of the Company; and

(4) solely to the extent provided in Article VIII, Notes which are subject to Legal Defeasance or Covenant Defeasance as provided in Article VIII;

provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor under the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

“Paying Agent” means the Principal Paying Agent, the Luxembourg Paying Agent, the Argentine Paying Agent, if any, and any other paying agent appointed by the Company to act in such capacity in accordance with the terms hereof, including the Trustee and their successors.

 

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“Permitted Investment” means:

(1) an Investment by the Company or any Restricted Subsidiary in the Company or any Restricted Subsidiary or a Person that will upon the making of such Investment become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

(2) an Investment by the Company or any Restricted Subsidiary in another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary or becomes a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business;

(3) Investments in Cash Equivalents;

(4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(5) any Investment acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or any Investment of any Person existing at the time such Person becomes a Restricted Subsidiary and, in either such case, is not created as a result of or in connection with or in anticipation of any such transaction;

(6) any Investment in stocks, obligations or securities received in compromise, settlement or satisfaction of (or foreclosure with respect to) (A) debts created in the ordinary course of business (including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer) and owing to the Company or any Restricted Subsidiary or (B) judgments, litigation, arbitration or other disputes with Persons who are not Affiliates;

(7) any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Closing Date (so long as such extension, modification or renewal is not materially less favorable to the Company or the relevant Restricted Subsidiary); provided, that the amount of any such Investment may be increased as required by the terms of such Investment as in existence on the Closing Date;

(8) Hedging Obligations to the extent permitted under clause (b)(iv) of the covenant described under Section 3.8;

(9) Guarantees of Indebtedness permitted under the covenant described under

Section 3.8;

(10) Investments to the extent made with Capital Stock of the Company (other than Disqualified Stock);

 

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(11) any additional Investment having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (11) that are outstanding at the time of such additional Investment, not to exceed US$50.0 million at the time of such additional Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(12) repurchases of Notes;

(13) any Investment made as a result of the receipt of non-cash proceeds from an Asset Disposition that was made pursuant to and in compliance with the covenant described under Section 3.11;

(14) loans or advances to employees not to exceed US$5 million in the aggregate made in the ordinary course of business of the Company or any Restricted Subsidiary;

(15) security deposits, advance payments and trade credits extended by the Company or any of its Restricted Subsidiaries in the ordinary course of business, on usual and customary terms;

(16) endorsements for collection or deposit in the ordinary course of business;

(17) securities, instruments or other obligations received in the ordinary course of business (and related Hedging Agreements) in connection with voluntary or mandatory exchange offers set up by the federal, provincial or municipal government of Argentina; and

(18) Investments arising as a result of any Permitted Receivables Financing.

“Permitted Receivables Financing” means one or more receivables financing facility or arrangement pursuant to which a Securitization Vehicle purchases or otherwise acquires Accounts Receivable of the Company or any Restricted Subsidiaries and enters into a third party financing thereof, provided that any proceeds derived therefrom shall be used for working capital purposes in accordance with the Negotiable Obligations Law.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Peso Equivalent Principal Amount” means the amount in Argentine Pesos equal to the aggregate principal amount of Notes then outstanding multiplied by the Initial Exchange Rate (initially, AR$3,845,700,000).

“Pesos” / “Ps.” means Argentine Pesos.

“Post-Petition Interest” means all interest accrued or accruing after the commencement of any insolvency or liquidation proceeding (and interest that would accrue but for the commencement of any insolvency or liquidation proceeding) in accordance with and at the contract rate (including, without limitation, any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing any Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest is allowed as a claim in such insolvency or liquidation proceeding.

 

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“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Pricing Supplement and Offering Memorandum” means the Company’s pricing supplement and offering memorandum dated April 6, 2017 used in connection with the Original Offering of Notes.

“Principal Paying Agent” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Principal Payment Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.

“Principal Transfer Agent” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Private Placement Legend” has the meaning assigned to it in Section 2.10(b).

“Program” has the meaning assigned to it in the recitals to this Indenture.

“Purchase Money Obligations” means Indebtedness:

(1) consisting of the deferred purchase price of an asset, conditional sale obligations, obligations under any title retention agreement and other purchase money obligations, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed; and

(2) Incurred to finance the acquisition by the Company or a Restricted Subsidiary of such asset, including additions and improvements;

provided, however, that such Indebtedness is Incurred within 180 days before or after the acquisition by the Company or such Restricted Subsidiary of such asset.

“QIB” means any “qualified institutional buyer” (as defined in Rule 144A).

“Rating Agency” means Fitch, Moody’s, S&P or other nationally recognized statistical rating organizations registered under Section 15E of the Exchange Act.

“Record Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.

“Redemption Date” means, with respect to any redemption of Notes, the date fixed for such redemption pursuant to this Indenture and the Notes.

“Refinance” means, in respect of any Indebtedness, to refinance, extend (including pursuant to any defeasance or discharge mechanism), renew, refund, repay, replace, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

 

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“Refinancing Indebtedness” means Indebtedness that is Incurred to Refinance any Indebtedness of the Company or any Restricted Subsidiary existing on the Closing Date or Incurred in compliance with this Indenture (including Indebtedness that Refinances Refinancing Indebtedness); provided, however, that:

(1) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

(2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being Refinanced (plus accrued interest on such Indebtedness and the amount of all reasonable fees and expenses, including premiums, incurred in connection therewith); and

(3) if the Indebtedness being Refinanced is Subordinated Obligations, such Refinancing Indebtedness is subordinated in right of payment to the Notes or any relevant Subsidiary Guarantee, if applicable, at least to the same extent as the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Register” has the meaning assigned to it in Section 2.4(a).

“Registrar” means the party named as such in the preamble to this Indenture, acting as registrar for the Notes and any other registrar appointed by the Company to act in such capacity in accordance with the terms hereof and their successors.

“Regulation S” means Regulation S under the Securities Act or any successor regulation.

“Regulation S Global Note” has the meaning assigned to it in Section 2.1(f).

“Related Business” means any business conducted by the Company and the

Restricted Subsidiaries as of the Closing Date and any business of any other Person that is related, ancillary or complementary thereto.

“Relevant Date” has the meaning assigned to it in Section 3.19.

“Relevant Taxing Jurisdiction” has the meaning given to it in Section 3.19.”

“Resale Restriction Termination Date” means, for any Rule 144A Global Note (or beneficial interest therein), one year (or such other period specified in Rule 144) from the Closing Date or, if any Additional Notes that are Restricted Notes have been issued before the Resale Restriction Termination Date for any Rule 144A Global Notes, from the latest such original issue date of such Additional Notes as notified by the Company to the Trustee.

 

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“Responsible Officer” when used with respect to the Company, means any executive officer of the Company or any member of the Board of Directors of the Company (other than independent Directors).

“Restricted Note” means any Initial Note (or beneficial interest therein) or any Additional Note (or beneficial interest therein), until such time as:

(1) such Note is a Rule 144A Global Note and the Resale Restriction Termination Date therefor has passed;

(2) such Note is a Regulation S Global Note and the Distribution Compliance Period therefor has terminated; or

(3) the Private Placement Legend therefor has otherwise been removed pursuant to Section 2.11(d) or, in the case of a beneficial interest in a Global Note, such beneficial interest has been exchanged for an interest in a Global Note not bearing or required to bear a Private Placement Legend.

“Restricted Payment” has the meaning assigned to it in Section 3.9.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary

“Rule 144” means Rule 144 under the Securities Act (or any successor rule).

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule).

“Rule 144A Global Note” has the meaning assigned to it in Section 2.1(e).

“Sale and Leaseback Transaction” means any arrangement with any Person (other than the Company or a Restricted Subsidiary), or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary for a period of more than three years of any property or assets which property or assets have been or are to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person (other than the Company or a Restricted Subsidiary) to which funds have been or are to be advanced by such Person on the security of the leased property or assets.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Commitment” has the meaning given to it under Section 3.11.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

 

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“Securitization Vehicle” means a financial trust or other entity,

(1) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(2) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

(a) is Guaranteed by the Company or any Restricted Subsidiary of the Company,

(b) is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way, or

(c) subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof (other than the Accounts Receivables being transferred to the Securitization Vehicle),

(3) with respect to which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clause (3), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“Senior Indebtedness” means all unsubordinated Indebtedness of the Company or of any Restricted Subsidiary, whether outstanding on the Closing Date or Incurred thereafter.

“Shareholders’ Equity” means, at any time, the consolidated shareholders’ equity of the Company and the Restricted Subsidiaries (excluding any Unrestricted Subsidiaries) determined in accordance with IFRS.

“Special Record Date” has the meaning assigned to it in Section 2.15(a).

“Stated Maturity” means, with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the final payment of principal of such Indebtedness is due and payable, including, with respect to any principal amount which is then due and payable pursuant to any mandatory redemption provision, the date specified for the payment thereof (but excluding any provision providing for the repurchase of any such Indebtedness upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means any Indebtedness that is subordinate or junior in right of payment to the Notes or the relevant Subsidiary Guarantee, as the case may be, pursuant to a written agreement.

 

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“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity:

(1) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held; or

(2) that is, as of such date, otherwise controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary Guarantee” means the unconditional guarantee, on a joint and several basis, of the full and prompt payment of all Obligations of the Company under this Indenture and the Notes provided by a Restricted Subsidiary in accordance with the terms of this Indenture in the forms of Exhibit E and Exhibit F.

“Subsidiary Guarantor” means each Restricted Subsidiary that provides a Subsidiary Guarantee pursuant to this Indenture until such time as its Subsidiary Guarantee is released in accordance with the terms of this Indenture.

“Successor Company” has the meaning set forth under Section 4.1.

“Supervisory Committee” means the comisión fiscalizadora of the Company.

“Total Assets” means the aggregate amount of the assets of the Company and its Restricted Subsidiaries as set forth in the “total assets” line item of the Company’s or such Restricted Subsidiaries’ consolidated balance sheet or, in its absence, any other line item which indicates the amount of such assets, determined in accordance with IFRS.

“Total Liabilities” means the liabilities of the Company and its Restricted Subsidiaries (excluding any Unrestricted Subsidiaries).

“Transfer Agent” means the Principal Transfer Agent, the Argentine Transfer Agent, if any, and any other transfer agent appointed by the Company to act in such capacity in accordance with the terms hereof, including the Trustee and their successors.

“Transparency Directive” has the meaning assigned to it in Section 3.18.

“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department (or any successor group of the Trustee) of the Trustee, having direct responsibility for the administration of this Indenture or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

 

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“Trustee’s Representative in Argentina” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means such successor.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary pursuant to clause (1) above unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:

(a) the Subsidiary to be so designated has consolidated assets of US$1,000 or less; or

(b) if such Subsidiary has consolidated assets greater than US$1,000, then such Investment and designation would be permitted under Section 3.9.

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(i) if such Restricted Subsidiary has any debt outstanding, such designation shall be deemed an Incurrence of Indebtedness by such Restricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 3.8; and

(ii) no Event of Default shall have occurred and be continuing.

Any such designation of a Subsidiary as a Restricted Subsidiary, and any such designation of a Subsidiary as an Unrestricted Subsidiary pursuant to clause (1) above, by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and that are not callable or redeemable at the issuer’s option.

“U.S. Dollars”, “U.S. dollars” or “U.S.$” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

 

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“Value” means, with respect to a Sale and Leaseback Transaction, as of any particular time, the amount equal to the greater of: (1) the net proceeds of the sale or transfer of the property leased pursuant to such Sale and Leaseback Transaction or (2) the Fair Market Value of such property at the time of entering into such Sale and Leaseback Transaction, in either case divided first by the number of full years of the term of the lease and then multiplied by the number of full years of such term remaining at the time of determination, without regard to any renewal or extension options contained in the lease.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the directors of such Person.

Section 1.2 Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) all ratios, definitions and calculations contemplated in this Indenture with reference to (or derivative of) the financial statements of the Company shall be interpreted and calculated in accordance with IFRS; in the event that such accounting standards change or are otherwise modified following the date hereof for any reason, such ratios, definitions and calculations shall continue to be made in the manner originally contemplated (without giving effect to any such changes or modifications);

(3) “or” is not exclusive;

(4) “including” means including without limitation;

(5) words in the singular include the plural and words in the plural include the singular;

(6) references to the payment of principal of the Notes shall include applicable premium, if any;

(7) references to payments on the Notes shall include Additional Amounts payable on the Notes, if any;

(8) all references to Sections or Articles refer to Sections or Articles of this Indenture;

(9) references to any law are to be construed as including all statutory and regulatory provisions or rules consolidating, amending, replacing, supplementing or implementing such law; and

(10) the term “obligor,” when used with respect to the Notes, means the Company and any other obligor as of the date of this Indenture.

 

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Section 1.3 Agents

(a) The Company hereby appoints each of the Registrar, the Transfer Agent, the Calculation Agent and the Paying Agent as its agent in relation to the Notes for the purposes specified in this Indenture and in the terms of the Notes applicable thereto and all matters incidental thereto. Each of the Agents shall have the rights, powers and authority granted to and conferred upon it herein and in the Notes, and such further powers and authority to act on behalf of the Company as the Company and such Agent may hereafter agree in writing. By execution of this Indenture, each of the Agents accepts its appointment as agent of the Company in relation to the Notes and shall comply with the provisions of this Indenture and the Notes applicable thereto.

(b) The Company may vary or terminate the appointment of any Agent at any time and from time to time upon giving at least 30 days’ written notice to such Agent and to the Trustee. Each Agent may at any time resign by giving no less than 30 days’ written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective. In the event that the Company fails to appoint a new Agent to succeed the resigning Agent within 30 days after receiving notice of such resignation, the resigning Agent shall have the power to appoint a successor Agent.

(c) No Agent makes any representation as to the validity or sufficiency of this Indenture, any offering materials or the Notes. No Agent shall be accountable for the use or application by the Company of the Notes or the proceeds thereof.

(d) Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken or damage suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement, or other document to the extent that such communication conforms to the provisions set forth herein, and is believed by it, in good faith, to be genuine and to have been passed or signed by the proper parties.

(e) Each of the Agents may become the owners of, or acquire any interest in, any Notes, with the same rights that they would have if it were not acting in such capacity, and may engage or be interested in any financial or other transaction with the Company.

(f) The Company agrees to indemnify and defend each of the Agents and each of their respective officers, directors, employees and agents for, and to hold each of them harmless against any damage, loss, liability, cost, claim, action, demand or expense (including reasonable fees and expenses of legal counsel) arising out of or in connection with each of their respective appointments, or the exercise of each of their respective powers and rights and the performance of each of their respective duties hereunder, or the performance of any other duties pursuant to the terms and conditions hereof, except such as may result from such Agent’s own negligence, bad faith or willful misconduct or that of its respective officers or employees. Notwithstanding anything contained in this Indenture to the contrary, the indemnity set forth in this paragraph shall survive the payment of the Notes, the resignation or removal of any Agent and/or the termination of this Indenture.

 

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(g) Except as otherwise provided herein, none of the Agents shall be liable for any action taken or omitted by it in good faith, in the absence of negligence or willful misconduct.

(h) Each Agent may execute any of its powers or perform any of its duties hereunder either directly or by or through agents or attorneys not regularly in its employ, and such Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. The Company covenants and agrees to pay to each Agent all such compensation agreed to in writing by the Company and each Agent and to reimburse each of the Agents for the reasonable and documented out of pocket expenses (including the reasonable fees and expenses of its counsel) incurred by it in connection with the services rendered by it hereunder, including, without limitation, any payments made in connection with taxes or other charges relating to such services. The Company shall reimburse the relevant Agent for such expenses within 30 days from receiving a written request therefor together with the appropriate documentation for such expenses.

(i) None of the provisions contained in this Indenture shall require any of the Agents to expend, advance or risk its own funds or otherwise incur any personal financial liability in the performance of any of their duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(j) The duties and obligations of each Agent with respect to the Notes and this Indenture shall be determined solely by the express provisions of this Indenture, and each Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against each such Agent. The duties and obligations of each Agent are several and not joint.

ARTICLE II

THE NOTES

Section 2.1 Form and Dating.

(a) The Initial Notes are being originally issued by the Company on the Closing Date. The Notes shall be issued as Global Notes, and in minimum denominations of U.S.$1,000 and integral multiples thereof. The Notes and the certificate of authentication shall be substantially in the form of Exhibit A.

(b) The terms and provisions of the Notes, the form of which is in Exhibit A, shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. In the event of any discrepancies between the provisions or definitions of this Indenture and the ones in any Note, the provisions and definitions of this Indenture will control. Except as otherwise

 

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expressly permitted in this Indenture, all Notes shall be identical in all respects. Notwithstanding any differences among them, all Notes issued under this Indenture shall vote and consent together on all matters as one class.

(c) The Company agrees to cause the Notes to comply with Article 7 of the Negotiable Obligations Law.

(d) The Notes may have notations, legends or endorsements as specified in Section 2.10 or as otherwise required by law, stock exchange rule or DTC rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication.

(e) Notes originally offered and sold to QIBs in reliance on Rule 144A shall be represented by one or more permanent Global Notes (each, a “Rule 144A Global Note”).

(f) Notes originally offered and sold outside the United States of America in reliance on Regulation S shall be represented by one or more permanent Global Notes (each, a “Regulation S Global Note”).

Section 2.2 Computation of Payments. (a) The amount of principal and interest payments, Additional Amounts and any other amounts due in respect of the Notes shall be determined by the Calculation Agent (i) based on the original Peso Equivalent Principal Amount in the case of principal payments and the outstanding Peso Equivalent Principal Amount of the Notes in the case of interest payments and (ii) by translating the relevant Peso amount into U.S. Dollars at the Applicable Exchange Rate on the relevant Calculation Date. The Company shall pay all amounts in respect of the principal of and interest on the Notes and any Additional Amounts in U.S. dollars, as calculated by the Calculation Agent by translating the Peso amounts, determined by reference to the Peso Equivalent Principal Amount Calculated into U.S. Dollars at the Applicable Exchange Rate on the relevant Calculation Date. So long as the Notes remain Outstanding, the Company shall maintain a Calculation Agent for determining the the Applicable Exchange Rate and the amounts payable on each Calculation Date.

(b) The Calculation Agent shall notify the Trustee and the Holders of the Notes on each Calculation Date of the Applicable Exchange Rate and the amount in U.S. dollars to be paid in respect of each US$1,000 outstanding of principal or interest on the immediately following payment date. Each determination of the Calculation Agent will, in the absence of manifest error, be conclusive for all purposes and binding on the Company and the Holders of the Notes.

Section 2.3 Execution and Authentication.

(a) A Director and a member of the Supervisory Committee shall sign the Notes for the Company by manual or facsimile signature. If a Director and/or member of the Supervisory Committee whose signature is on a Note no longer holds that position at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

 

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(b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on the certificate of authentication on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver one or more Notes executed by the Company to the Trustee for authentication together with a company order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Company) and completion of any terms not set forth in such Notes as executed by the Company or setting forth procedures as to such completion and delivery (the “Company Order”), and the Trustee shall thereafter authenticate and deliver such Notes to or upon the order of the Company (contained in such Company Order) or pursuant to such procedures as may be specified from time to time by a Company Order.

(d) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.3 if the Trustee, (x) being advised by counsel, and after having consulted with counsel to the Company, determines that such action may not lawfully be taken, (y) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to personal liability or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it.

(e) The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.

Section 2.4 Registrars, Transfer Agents, Calculation Agent and Paying Agents.

(a) The Company shall maintain an office or agency in the Borough of Manhattan, City of New York and, as required by Argentine law and by the CNV, in the City of Buenos Aires, Argentina, where Notes may be presented or surrendered for registration of transfer or for exchange and where Notes may be presented for payment. The Registrar and the Argentine Registrar will each keep a register (the “Register”) at their respective office for the registration of ownership, exchange and transfer of Notes. In the case of the replacement of the Notes, the Register will include notations of the Note so replaced, and the date of the Note issued in replacement thereof. In the case of the cancellation of the Notes, the Register will include notations of the Note so cancelled and the date on which such Note was cancelled. The Argentine Registrar shall maintain a record of all registrations of ownership, exchange and transfer of Notes at its office in the City of Buenos Aires, Argentina. The Argentine Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Argentine Registrar of any registration of ownership, exchange or transfer of Notes. The Register will show the amount of the Notes, the date of issue, all

 

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subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Notes and any payment instructions with respect thereto (if different from a Holder’s registered address). The Registrar and the Argentine Registrar shall at all reasonable times during office hours make the Register available to the Company or any Person authorized by the Company in writing for inspection and for the taking of copies thereof or extracts therefrom, and at the expense and written direction of the Company, the Registrar and the Argentine Registrar shall deliver to such Persons all lists of Holders of Notes, their addresses and amounts of such holdings as the Company may request. The Company may appoint one or more registrars and one or more additional paying agents. The Company may change any Agent without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.

(b) The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of each such Agent. If the Company fails to maintain a Registrar, Principal Paying Agent, Calculation Agent or Principal Transfer Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7.

(c) The Company initially appoints The Bank of New York Mellon as Registrar, Principal Paying Agent, Calculation Agent and Principal Transfer Agent (and The Bank of New York Mellon hereby accepts such appointment), until such time as another Person is appointed as such, Banco de Valores S.A. as Representative of the Trustee in Argentina (and Banco de Valores S.A. hereby accepts such appointment) under the conditions set forth in this Indenture, until such time as another Person is appointed as such, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Luxembourg Paying Agent and Listing Agent, (and The Bank of New York Mellon SA/NV, Luxembourg Branch hereby accepts such appointment), until such time as another Person is appointed as such.

(d) In respect of the foregoing appointment of The Bank of New York Mellon SA/NV, Luxembourg Branch, as Luxembourg Paying Agent for the Notes, reference is hereby made to (i) the Bank Recovery and Resolution Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (the “BRRD”), and (ii) in relation to a Member State of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the document described as the EU Bail-in Legislation Schedule then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/ (the

“Bail-in Legislation”). As used herein, the term “BRRD Liability” shall be deemed to have the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable

 

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Bail-in Legislation. Notwithstanding any other term of this Indenture or any other agreements, arrangements, or understanding between the parties, the Issuer acknowledges, accepts, and agrees to be bound by:

 

  (i) the effect of the exercise of any “Write-down” and “Conversion Powers” (as defined in relation to the relevant Bail-in Legislation) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to The Bank of New York Mellon SA/NV, Luxembourg Branch (the “Relevant Resolution Authority”) in relation to any BRRD Liability of The Bank of New York Mellon SA/NV, Luxembourg Branch under this Indenture, that (without limitation) may include and result in any of the following, or some combination thereof: (1) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of The Bank of New York Mellon SA/NV, Luxembourg Branch or another person (and the issue to or conferral on it of such shares, securities or obligations); (3) the cancellation of the BRRD Liability; and/or (4) the amendment or alteration of the amounts due in relation to the BRRD Liability, including any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

 

  (ii) the variation of the terms of this Indenture, as applicable, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

Section 2.5 Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes (whether such money has been distributed to it by the Company or any other obligor of the Notes) in accordance with the terms of this Indenture and shall notify the Trustee in writing of any Default by the Company or any Subsidiary Guarantor (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. If the Company or an Affiliate of the Company or any Subsidiary Guarantor acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.5, the Paying Agent (if other than the Company) shall have no further liability for the money delivered to the Trustee. Upon any proceeding under any Bankruptcy Law with respect to the Company, any Affiliate of the Company or any Subsidiary Guarantor, if the Company, a Subsidiary Guarantor or such Affiliate is then acting as Paying Agent, the Trustee shall replace the Company, such Subsidiary Guarantor or such Affiliate as Paying Agent.

The receipt by the Paying Agent or the Trustee from the Company of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall satisfy the obligations of the Company herein and under the Notes to make such payment to the Holders on the due date thereof; provided, however, that the liability of any Paying Agent hereunder shall not exceed any amounts paid to it by the Company, or held by it, on behalf of the Holders under this Indenture. Notwithstanding the preceding sentence or

 

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any other provision of this Indenture to the contrary, the Company (without prejudice to its rights against the Trustee or any Paying Agent) shall indemnify the Holders in the event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of the Notes in accordance with the Notes and this Indenture as shall result in the receipt by the Holders of such amounts as would have been received by them had no such failure occurred. Upon the Company’s repayment in full of the Notes, and so long as the Paying Agent no longer holds any money payable to the Holders or the Trustee, as the case may be, in connection with this Indenture or the Notes, as applicable, the Paying Agent shall be relieved of any of its obligations under this Indenture and the Notes and any actions other than the exercise of rights, required to be taken by the Paying Agent, shall be taken by the Company or its Subsidiaries.

Section 2.6 Calculation Agent. The Bank of New York Mellon, as Calculation Agent for the Notes, hereby agrees and accepts the terms of, and undertakes to perform its obligations and the specific powers and duties delegated to it (together with such powers and duties that are incidental thereto) under, the Indenture, in each case, subject to the rights, protections, immunities and indemnities granted to it as an “Agent” under this Indenture.

The determination of the Applicable Exchange Rate and calculations by the Calculation Agent in accordance with the procedures set forth in this Indenture and in the Notes, shall in the absence of manifest error be final and binding on all parties, including the Company and the Holders of the Notes.

The Company agrees (and each Holder of a Note, by its acceptance thereof will be deemed to have agreed) that the Calculation Agent shall not be responsible to the Company, the Holders of the Notes or any third-party for any failure of the Company, any reference bank or any other Person to fulfill their respective duties, meet their obligations, or to provide information or obtain quotations from any reference banks or as a result of the Calculation Agent having acted on any quotation or other information provided by any other Person which subsequently may be found to be incorrect. The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source of information in accordance with the terms of this Indenture.

Section 2.7 CUSIP and ISIN Numbers. In issuing the Notes, the Company may use CUSIP and ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any initial CUSIP and/or ISIN numbers and any change in the CUSIP or ISIN numbers.

Section 2.8 Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

 

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Section 2.9 Global Note Provisions.

(a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC; (ii) be delivered to the Note Custodian; and (iii) bear the appropriate legend, as set forth in Section 2.10 and Exhibit A. Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture.

(b) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian under such Global Note, and DTC may be treated by the Company, the Trustee, each Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Agent, or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

(c) Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in the following limited circumstances:

(i) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice;

(ii) the Company executes and delivers to the Trustee an Officers’ Certificate stating that such Global Note shall be so exchangeable; or

(iii) an Event of Default has occurred and is continuing with respect to the Notes.

In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this Section 2.9(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. None of the Company, the Trustee, any Agents or any of their respective agents shall be liable for any delay by DTC or any participant or indirect participant in identifying the beneficial owners of the related Notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Notes to be issued).

 

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Section 2.10 Legends.

(a) Each Global Note shall bear the legend specified therefor in Exhibit A on the face thereof.

(b) Each Restricted Note shall bear the private placement legend specified therefor in Exhibit A on the face thereof (the “Private Placement Legend”).

Section 2.11 Transfer and Exchange. The following provisions shall apply with respect to any proposed transfer of an interest in a Rule 144A Global Note that is a Restricted Note:

(a) If (1) the owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in the Regulation S Global Note, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of:

(i) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred; and

(ii) a certificate in the form of Exhibit C duly executed by the transferor,

the Note Custodian and Registrar shall increase the Regulation S Global Note and decrease the Rule 144A Global Note by such amount in accordance with the foregoing.

(b) If (1) the owner of a beneficial interest in a Regulation S Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of the Distribution Compliance Period therefor and (2) such QIB wishes to hold its interest in the Notes through a beneficial interest in the Rule 144A Global Note, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of:

(i) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Note to be transferred; and

(ii) a certificate in the form of Exhibit B duly executed by the transferor,

 

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the Note Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such amount in accordance with the foregoing.

(c) Other Transfers. Any transfer of Restricted Notes not described in Section 2.11 (other than a transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note, which must be effected in accordance with applicable law and the rules and procedures of DTC, but is not subject to any procedure required by this Indenture) shall be made only upon receipt by the Company, the Trustee and the Registrar of such Opinions of Counsel, certificates and/or other information reasonably required by and satisfactory to the Company in order to ensure compliance with the Securities Act or in accordance with Section 2.11(d).

(d) Use and Removal of Private Placement Legends. Upon the registration of transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) not bearing (or not required to bear upon such registration of transfer, exchange or replacement) a Private Placement Legend, the Note Custodian and Registrar shall exchange such Notes (or beneficial interests) for beneficial interests in a Global Note (or Certificated Notes if they have been issued pursuant to Section 2.9(c)) that does not bear a Private Placement Legend. Upon the transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend, the Note Custodian and Registrar shall deliver only Notes (or beneficial interests in a Global Note) that bear a Private Placement Legend unless:

(i) such Notes (or beneficial interests) are transferred pursuant to Rule 144 upon delivery to the Registrar of a certificate duly executed by the transferor in the form of Exhibit D and an Opinion of Counsel reasonably satisfactory to the Registrar;

(ii) such Notes (or beneficial interests) cease to be Restricted Notes after the Resale Restriction Termination Date or Distribution Compliance Period therefor, as applicable;

(iii) a transfer of such Notes is made pursuant to an effective registration statement; or

(iv) in connection with such registration of transfer, exchange or replacement the Registrar shall have received an Opinion of Counsel addressed to it, the Trustee and the Company and other evidence reasonably satisfactory to the Company to the effect that neither such Private Placement Legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

The Private Placement Legend on any Note shall be removed at the request of the Holder on or after the Resale Restriction Termination Date or Distribution Compliance Period, as applicable therefor. The Holder of a Global Note may exchange an interest therein for an equivalent interest in a Global Note not bearing a Private Placement Legend upon transfer of such interest pursuant to any of clauses (i) through (iv) of this Section 2.11(d).

 

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(e) Consolidation of Global Notes. Nothing in this Indenture shall provide for the consolidation of any Notes with any other Notes unless they constitute, as determined pursuant to an Opinion of Counsel, the same classes of securities for U.S. federal income tax purposes.

(f) Retention of Documents. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Article II in accordance with its standard document retention policies. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(g) Execution, Authentication of Notes, etc.

(i) Subject to the other provisions of this Section 2.11 when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transaction set forth in this Indenture are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company, the Registrar, or the Trustee may require payment of a sum sufficient to cover any transfer tax, assessment, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.7 or Section 3.11).

(iii) The Registrar shall not be required to register the transfer of or exchange of any Note for a period beginning: (1) one day prior to the giving of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such notice; or (2) one day prior to an Interest Payment Date and ending on such Interest Payment Date.

(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, and each Agent, may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, subject to Section 2.15 whether or not such Note is overdue, and none of the Company, the Trustee, or any Agent shall be affected by notice to the contrary.

 

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(v) All Notes issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(vi) The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee.

(h) No Obligation of the Trustee or the Agents.

(i) The Trustee and the Agents shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, an Agent Member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or Agent Member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee and each Agent may conclusively rely and shall be fully protected in conclusively relying upon information furnished by DTC with respect to its Agent Members, participants and any beneficial owners.

(ii) The Trustee and the Agents shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the express terms of this Indenture, to examine the same to determine if it substantially complies on its face as to form with the express requirements hereof, and to notify the party delivering the same if the certificate does not so comply.

Section 2.12 Mutilated, Destroyed, Lost or Stolen Notes.

(a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken and if the

 

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requirements set forth in this Indenture are met, the Company shall execute and upon Company Order the Trustee shall authenticate a replacement Note if the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an affidavit of loss and indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, and the Agents, and any Registrar from any loss that any of them may suffer if a Note is replaced, and, in the absence of notice to the Company or a Trust Officer of the Trustee that such Note has been acquired by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code of the State of New York), the Company shall execute and upon Company Order the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously Outstanding.

(b) Upon the issuance of any new Note under this Section 2.12, the Company, the Trustee and the Agents may require from such Holder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Company’s counsel, the Trustee and the Agents and their respective counsel) in connection therewith.

(c) In case any mutilated, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company may, in its discretion, pay such Notes instead of issuing a new Note in replacement thereof.

(d) Every new Note issued pursuant to this Section 2.12 in exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Company and any other obligor upon the Notes, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(e) The provisions of this Section 2.12 shall be exclusive and shall be in lieu of, to the fullest extent permitted by applicable law, all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.13 Temporary Notes. Until definitive Notes are ready for delivery, the Company may execute and upon Company Order the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and execute and upon Company Order the Trustee shall authenticate definitive Notes. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and upon Company Order the Trustee shall authenticate and make available for delivery in exchange therefor one or more definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of definitive Notes.

 

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Section 2.14 Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Agents shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of cancelled Notes in accordance with its customary procedures or return to the Company all Notes surrendered for registration of transfer, exchange, payment or cancellation. Subject to Section 2.12, the Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange upon Company Order.

Section 2.15 Defaulted Interest. When any installment of interest becomes Defaulted Interest, such installment shall forthwith cease to be payable to the Holders in whose names the Notes were registered on the Record Date applicable to such installment of interest. Defaulted Interest (including any interest on such Defaulted Interest) may be paid by the Company, at its election, as provided in Section 2.15(a) or Section 2.15(b).

(a) The Company may elect to make payment of any Defaulted Interest (including any interest on such Defaulted Interest) to the Holders in whose names the Notes are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Holders entitled to such Defaulted Interest as provided in this Section 2.15(a). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than 15 calendar days and not less than ten calendar days prior to the date of the proposed payment and not less than ten calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent to each Holder in accordance with Section 10.1, not less than ten calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been given as aforesaid, such Defaulted Interest shall be paid to the Holders in whose names the Notes are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to Section 2.15(b).

(b) Alternatively, the Company may make payment of any Defaulted Interest (including any interest on such Defaulted Interest) in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Section 2.15(b) such manner of payment shall be deemed practicable by the Trustee.

 

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Section 2.16 Additional Notes. The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture and the consent of the CNV, without the consent of the Holders, create and issue pursuant to this Indenture Additional Notes by delivering an Additional Note Board Resolution or entering into an Additional Note Supplemental Indenture. Such Additional Notes shall have terms and conditions set forth in Exhibit A identical to those of the Initial Notes, except that Additional Notes:

(a) may have a different issue price, issue date and, if applicable, date from which the interest shall accrue from the Initial Notes; and

(b) may have terms specified in the Additional Note Board Resolution or Additional Note Supplemental Indenture for such Additional Notes making appropriate adjustments to this Article II and Exhibit A (and related definitions) applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws); provided that if any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number from those of the Initial Notes.

ARTICLE III

COVENANTS

Section 3.1    Payment of Notes.

(a) The Company shall pay the principal of and interest (including Defaulted Interest) on the Notes in U.S. Dollars on the dates and in the manner provided in the Notes and in this Indenture. Prior to 11:00 a.m. (New York City time) on the Business Day prior to each Interest Payment Date, the Maturity Date or any other date on which principal on the Notes is due and payable in accordance with the terms thereof, the Company shall deposit with the Paying Agent in immediately available funds U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Maturity Date or such other payment date, as the case may be. If the Company or an Affiliate of the Company is acting as Paying Agent, the Company or such Affiliate shall, prior to 11:00 a.m. (New York City time) on each Interest Payment Date, the Maturity Date or such other payment date, segregate and hold in trust U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Maturity Date or such other payment date, as the case may be. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent (other than the Company or an Affiliate of the Company) holds in accordance with this Indenture U.S. Dollars designated for and sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. Notwithstanding the foregoing, the Company may elect to make the payments of interest by check mailed to the registered Holders at their registered addresses.

 

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(b) If a Holder of Notes in an aggregate principal amount of at least U.S.$1,000,000 has given wire transfer instructions to the Company, the Company shall make all principal and interest payments on those Notes in accordance with such instructions.

(c) Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.

(d) Payments of the principal, interest, including Additional Amounts, and any other amounts on or in respect of any Global Note shall be made outside Argentina to DTC, in accordance with DTC’s procedures, or its nominee (or any successor thereof) as the registered owner thereof (or any successor thereto).

(e) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Notes and this Indenture in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, the Company, the Trustee or any Paying Agent is or has agreed to be subject, the Company hereby covenants with the Trustee and each Paying Agent that it will use commercially reasonable efforts to provide each of the Trustee and the Paying Agents with sufficient information so as to enable the Trustee and the Paying Agents to determine whether or not the Trustee or such Paying Agent, as applicable, has tax related obligations under Applicable Tax Law; provided, however that this does not include deductions for income taxes or on profits or similar franchise taxes. The Trustee and each Paying Agent shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Tax Law for which the Trustee and each Paying Agent shall not have any liability.

Section 3.2 Maintenance of Office or Agency.

(a) The Company shall maintain each office or agency required under Section 2.4 where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture (other than the type contemplated by Section 10.6) may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency.

(b) The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York or The City of Buenos Aires, (Argentina). The Company shall give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

 

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Section 3.3 Corporate Existence. Subject to Article IV, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 3.4 Payment of Taxes. The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges (including stamp or other issuance or transfer taxes) or duties levied or imposed upon the Company or any Restricted Subsidiary or for which it or any of them are otherwise liable, or upon the income, profits or property of the Company or any Restricted Subsidiary, and the Company shall reimburse the Trustee and Holders for any fines, penalties or other fees they are required to pay as a result of the failure by the Company or any Restricted Subsidiary to pay or discharge any of the abovementioned taxes, assessments and government charges; provided, however, that, other than with respect to any taxes or duties described herein that would become payable by the Trustee or the Holders in the event the Company or any Restricted Subsidiary fails to pay such taxes or duties, the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company), are being maintained in accordance with IFRS or where the failure to effect such payment shall not have a material adverse effect upon the financial condition of the Company and its Restricted Subsidiaries, taken as a whole, or on the performance of the Company’s obligations hereunder.

Section 3.5 Further Instruments and Acts. The Company and each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or as may be required by applicable law to carry out more effectively the purpose of this Indenture.

Section 3.6 Waiver of Stay, Extension or Usury Laws. The Company and each Subsidiary Guarantor covenants (to the fullest extent permitted by applicable law) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or such Subsidiary Guarantor from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture. The Company and each Subsidiary Guarantor hereby expressly waives (to the fullest extent permitted by applicable law) all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Section 3.7 Change of Control.

(a) Upon the occurrence of a Change of Control, the Company shall provide a Change of Control Notice and, within 45 days from the Change of Control, make an offer to purchase Notes (the “Change of Control Offer”), pursuant to which the Company shall be required, if requested by any Holder, to purchase all or a portion (equal to US$1,000 or integral multiples thereof) of such Holder’s Notes on the date set forth in the Change of

 

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Control Notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is given at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest and Additional Amounts, if any, thereon to the Change of Control Payment Date (subject to the right of the Holders of record on the relevant Record Date to receive interest and Additional Amounts, if any, on the relevant Interest Payment Date) (the “Change of Control Payment”). No such purchase in part shall reduce the outstanding principal amount at maturity of the Notes held by any Holder to below US$1,000.

(b) On the Business Day immediately preceding the Change of Control Payment Date, the Company shall, to the extent lawful, deposit with the Paying Agent an amount in U.S. dollars equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered

(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:

(i) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer; and

(ii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

(d) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes. If only a portion of a Note is purchased pursuant to a Change of Control Offer, the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each applicable Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each new Note will be in a principal amount of US$1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder in connection with the purchase of Notes in connection with a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations or such other applicable law, including Argentine laws or regulations conflict with this Section 3.7, the Company shall comply with the applicable securities laws and regulations and other applicable law and shall not be deemed to have breached its obligations under this Indenture by doing so.

(f) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in compliance with the conditions and requirements of this Indenture that are applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.

 

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(g) The provisions of this Section 3.7 shall be applicable whether or not any other provisions of this Indenture are applicable. The obligation of the Company to make a Change of Control Offer as a result of the occurrence of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of Holders of a majority in principal amount of the Outstanding Notes.

Section 3.8 Limitation on Indebtedness.

(a) Except to the extent provided herein, the Company shall not and shall not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company and any Restricted Subsidiary may Incur Indebtedness if:

(i) on the date of such Incurrence and after giving effect thereto and the application of the proceeds therefrom, the Company’s Net Liabilities to Net Worth Ratio does not exceed 7:1 and the Company’s Net Indebtedness to Net Worth Ratio does not exceed 4:1, determined on a pro forma basis as if such Indebtedness had been Incurred at the beginning of the applicable four-quarter period;

and

(ii) no Event of Default shall have occurred and be continuing at the time of such Incurrence.

(b) Notwithstanding clause (a) above, the Company or any Restricted Subsidiary may Incur the following Indebtedness without restriction or limitation:

(i) intercompany Indebtedness between or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries; provided, however, that any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, on the date of such issuance or transfer that was not permitted by this clause (i);

(ii) Indebtedness:

(1) represented by the Notes (excluding Additional Notes) and any guarantees of the Notes (excluding any Additional Notes);

(2) outstanding on the Closing Date; and

(3) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (b)(ii) or the foregoing clause (a).

(iii) Indebtedness in respect of bankers’ acceptances, deposits, promissory notes, letters of credit, self-insurance obligations, performance, surety, appeal or similar bonds and Guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of its business;

 

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(iv) Hedging Obligations of the Company or any Restricted Subsidiary in the ordinary course of business or directly related to the Notes or other Indebtedness permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to this Indenture for the purpose of fixing or hedging interest rate risk or currency fluctuations, and, in each case, not for speculative purposes;

(v) Indebtedness of another Person Incurred and outstanding on or prior to the date on which such Person consolidates with or merges with or into the Company or a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Person consolidates with or merges with or into the Company or a Restricted Subsidiary); provided, however, that on the date that such transaction is consummated, the Company (1) would have been able to Incur US$1.00 of additional Indebtedness pursuant to clause (a) above after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this subclause (v) or the Company’s Net Liabilities to Net Worth Ratio and Net Indebtedness to Net Worth Ratio would be less than the Company’s Net Liabilities to Net Worth Ratio and Net Indebtedness to Net Worth Ratio, respectively, immediately prior to giving effect thereto; and (2) Refinancing Indebtedness Incurred by the Company or such Restricted Subsidiary or any successor thereof, which successor is in compliance with the covenant described under Section 4.1 below in respect of Indebtedness Incurred pursuant to this clause (v);

(vi) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case Incurred or assumed in connection with the disposition of a business, assets or Capital Stock of a Restricted Subsidiary; provided that, in the case of a disposition, the maximum aggregate liability in respect of such Indebtedness will at no time exceed the gross proceeds actually received by the Company or such Restricted Subsidiary in connection with such disposition;

(vii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 30 Business Days of its Incurrence;

(viii) Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed US$40 million; and

(ix) the Guarantees of any Indebtedness permitted to be incurred by another provision of the foregoing provisions of this covenant.

(c) Notwithstanding the foregoing, neither the Company nor any Restricted Subsidiary may Incur any Indebtedness pursuant to clause (b) above if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any

 

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Subordinated Obligations, unless 100% of such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations being repaid. Unsecured Indebtedness shall not be deemed subordinated to secured Indebtedness solely by virtue of its being unsecured.

(d) For purposes of determining compliance with this covenant:

(i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including clause (a) above, the Company, in its sole discretion, may classify, and from time to time may reclassify, such item of Indebtedness in one of the above clauses; and

(ii) the Company shall be entitled to divide and classify, and from time to time may reclassify, an item of Indebtedness in more than one of the types of Indebtedness described above, including clause (a) above.

Accrual of interest, accrual of dividends, the accretion or amortization of accreted value or original issue discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Disqualified Stock, as the case may be, will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant.

Notwithstanding any other provision of this covenant, neither the Company nor any Restricted Subsidiary shall, with respect to any outstanding Indebtedness Incurred (the amount of which shall be determined at the time originally Incurred), be deemed to be in violation of this covenant solely as a result of fluctuations in the exchange rates of currencies. In addition, the Company shall not permit any Unrestricted Subsidiary to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this covenant, the Company shall be in Default of this covenant).

For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness (or the calculation of any applicable ratios), the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate determined as the average daily observed currency exchange rate determined as the average daily observed currency exchange rates reported by Banco de la Nación Argentina for the trailing 10 calendar day period, including the date of Incurrence, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, in each case by reference to the original date of Incurrence (or commitment). The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of Refinancing.

 

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Section 3.9 Limitation on Restricted Payments.

(a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to:

(i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any Subsidiary of the Company) or similar payment to the holders of its Capital Stock except dividends or distributions payable solely in the form of its (or the relevant Subsidiary’s) Capital Stock (other than Disqualified Stock) and except dividends or distributions payable to the Company or any Restricted Subsidiary (and, if such Restricted Subsidiary has shareholders other than the Company or any other Restricted Subsidiary, to its other shareholders on a pro rata basis (based on the ownership percentage of each shareholder));

(ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or a Restricted Subsidiary (other than a purchase, redemption, retirement or other acquisition for value that would constitute a Permitted Investment);

(iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than (x) the purchase, repurchase, redemption, defeasance or other acquisition of Subordinated Obligations made in anticipation of satisfying a sinking fund obligation, a principal installment or a final maturity, in each case, due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or (y) any intercompany Indebtedness between or among the Company and any of the Restricted Subsidiaries); or

(iv) make any Investment (other than a Permitted Investment) in any Person;

(the actions described in clauses (i) through (iv) above being herein referred to as “Restricted Payments” and, each, a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

(1) an Event of Default has occurred and is continuing;

(2) after giving pro forma effect to the Restricted Payment as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, the Company’s Net Liabilities to Net Worth Ratio exceeds 7:1 and the Company’s Net Indebtedness to Net Worth Ratio exceeds 4:1; or

(3) the aggregate amount of such Restricted Payment and all other Restricted Payments, excluding Restricted Payments permitted by sub-clauses (i) through (vii) of clause (b) below, declared or made subsequent to the Closing Date would exceed the sum of, without duplication:

(A) 50% of Consolidated Net Income accrued during the period (treated as one accounting period) from January 1, 2017, to the end of the most recent fiscal quarter for which financial statements are available prior to the date of such Restricted Payment (or, in case such Consolidated Net Income will be a deficit, minus 100% of such deficit); plus

 

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(B) 100% of the aggregate Net Cash Proceeds, and the Fair Market Value of any property, received by the Company or a Subsidiary from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Closing Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Restricted Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust); plus

(C) (1) the amount of a Guarantee of the Company or any Restricted Subsidiary upon the unconditional release in full of the Company or such Restricted Subsidiary from such Guarantee if such Guarantee was previously treated as a Restricted Payment; plus

(2) in the event that the Company or any Restricted Subsidiary makes an Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the Company’s or such Restricted Subsidiary’s existing Investment in such Person; and

provided that any amount added pursuant to sub-clauses (1) and (2) of this clause (C) shall not exceed the amount of such Guarantee or Investment, respectively, previously made and treated as a Restricted Payment and not previously added pursuant to this clause (3); provided, however, that no amount will be included under this clause (C) to the extent it is already included in determining Consolidated Net Income; plus

(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Closing Date is redesignated as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Company’s direct or indirect Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary; plus

(E) 100% of the cash proceeds received from the issuance and sale subsequent to the Closing Date of any Indebtedness of the Company or any Restricted Subsidiary that has been converted into or exchanged for Capital Stock (other than Disqualified Capital Stock) of the Company (and, in the case of Indebtedness of a Restricted Subsidiary, at such time as it was a Restricted Subsidiary); plus

(F) to the extent that any Investment (other than a Permitted Investment) that was made after the date of the Closing Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (1) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (2) the initial amount of such Investment, to the extent such amount was not otherwise included in determining Consolidated Net Income; plus

 

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(G) 50% of Consolidated Net Income accrued during 2016 minus the aggregate sum of Restricted Payments made in 2016.

(b) The provisions of clause (a) above will not prohibit:

(i) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Capital Stock or Subordinated Obligations of the Company, or the making of any Investment, made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Restricted Subsidiary of the Company or an employee stock ownership plan or other trust established by the Company or any of its Restricted Subsidiaries); provided, however, that (x) such purchase, repurchase, redemption, defeasance, acquisition or retirement, or such Investment, will be excluded in subsequent calculations of the amount of Restricted Payments and (y) the Net Cash Proceeds from such sale of Capital Stock, to the extent such Net Cash Proceeds are used for such purchase, repurchase, redemption, defeasance, acquisition or retirement, or such Investment, will be excluded from clause (a)(iv)(3)(B) of this covenant;

(ii) the repurchase of Capital Stock deemed to occur upon the exercise of stock options or warrants to the extent such Capital Stock represents a portion of the exercise price of those stock options or warrants;

(iii) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company that is permitted to be Incurred pursuant to the covenant described under Section 3.8 below; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value will be excluded from the calculation of the amount of Restricted Payments pursuant to clause (a)(iv)(3) above;

(iv) dividends paid in accordance with applicable law after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that the payment or declaration, but not both the payment and the declaration, of such dividend will be included in the calculation of the amount of Restricted Payments pursuant to clause (a)(iv)(3) above; and

(vii) if no Default or Event of Default shall have occurred and be continuing, other Restricted Payments in an aggregate amount not to exceed US$20.0 million since the Closing Date.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred, issued, purchased, repurchased, redeemed, retired, defeased or otherwise acquired by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount. The fair market value of any non-cash Restricted Payment shall be determined by the management of

 

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the Company acting in good faith; provided that if such non-cash Restricted Payment or related series of non-cash Restricted Payments involves aggregate consideration in excess of US$5.0 million, as initially determined by the management of the Company in good faith, the Board of Directors of the Company, acting in good faith, shall make a final determination of such fair market value; provided further, that if such Restricted Payment or related series of Restricted Payments involves aggregate consideration in excess of US$40.0 million, as determined by the Board of Directors of the Company pursuant to the foregoing, such final determination of the Board of Directors of the Company shall be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of international standing.

Notwithstanding any other provision of this covenant, the maximum amount of any Restricted Payment or other Investment by the Company or any Restricted Subsidiary will be determined at the time originally made and shall not be deemed to be in violation of this covenant solely as a result of fluctuations in the exchange rates or currency values from time to time.

Section 3.10 Limitation on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction unless the Company or such Restricted Subsidiary would be entitled:

(a) pursuant to the provisions of the covenant described under Section 3.8 above to Incur Indebtedness in a principal amount equal to or exceeding the Attributable Debt of such Sale and Leaseback Transaction; and

(b) pursuant to the provisions of the covenant described under Section 3.13 below to Incur a Lien to secure such Indebtedness.

Section 3.11 Limitation on Sales of Assets. The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless:

(a) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and/or assets subject to such Asset Disposition; and

(b) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the following will be deemed to be cash for purposes of this clause (b):

(i) the amount of any liabilities (as shown on the Company’s, or such Restricted Subsidiary’s, most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; and

(ii) the amount of any securities received by the Company or such Restricted Subsidiary from such transferee that is converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Disposition; and

 

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(iii) the Fair Market Value of any Capital Stock of a Person engaged in a Related Business that will become, upon purchase, a Restricted Subsidiary or assets (other than current assets as determined in accordance with IFRS or Capital Stock) to be used by the Company or any Restricted Subsidiary in a Related Business;

provided, that amounts received pursuant to clauses (i) and (iii) shall not be deemed to constitute Net Cash Proceeds for purposes of making an Asset Sale Offer; and the amounts received pursuant to clause (ii) shall be deemed to constitute Net Cash Proceeds only to the extent of the Net Cash Proceeds actually received by the Company or a Restricted Subsidiary upon the conversion of such securities by the Company or such Restricted Subsidiary.

The Company or such Restricted Subsidiary, as the case may be, may apply the Net Cash Proceeds of any such Asset Disposition within 365 days thereof to:

(1) repay any Senior Indebtedness of the Company (including, through optional or mandatory prepayments, redemptions, buy backs and market purchases, so long as such repaid Indebtedness is immediately extinguished); provided that in connection with any such repayment of Senior Indebtedness the Company has made an offer to purchase Notes on the same terms as those offered in such repayment to the holders of such Senior Indebtedness or on terms that are more favorable to the Holders of the Notes than those offered in such repayment to the holders of such Senior Indebtedness and on a pro rata basis based on the relative outstanding principal amount of the Notes and such other Senior Indebtedness, or

(2) make capital expenditures in a Related Business or Permitted Investments in a Related Business, or

(3) reinvest in or purchase Additional Assets (including by means of an investment in or purchase of Additional Assets by any Restricted Subsidiary with cash in an amount equal to the amount of Net Available Cash or Capital Stock to be used by the Company or any Restricted Subsidiary in a Related Business), or

(4) any combination of (1), (2) or (3) above;

provided, that in the case of clauses (2) and (3) above, a binding commitment will be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such other Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Company or such Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied, then such Net Cash Proceeds shall be treated as set forth in the immediately succeeding paragraph.

 

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To the extent that all or a portion of the Net Cash Proceeds of any Asset Disposition are not applied within the 365 days of the Asset Disposition as described in clauses (1) through (4) of the immediately preceding paragraph (or such longer period as permitted hereunder), the Company shall make an offer to purchase Notes (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, to the Asset Sale Offer Payment Date (the “Asset Sale Offer Amount”). The Company shall purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, and, at the Company’s option, on a pro rata basis with the holders of any other Senior Indebtedness with similar provisions requiring the Company to offer to purchase the other Senior Indebtedness with the proceeds of Asset Dispositions, that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of notes and the other Senior Indebtedness to be purchased equal to such unapplied Net Cash Proceeds. The Company may satisfy its obligations under this covenant with respect to the Net Cash Proceeds of an Asset Disposition by making an Asset Sale Offer prior to the expiration of the periods contemplated below in respect of the relevant 365-day period (or such longer period as contemplated herein).

The purchase of Notes pursuant to an Asset Sale Offer will occur not more than 60 Business Days following the expiration of the relevant period giving rise to the obligation to make such an offer, or any longer period as may be required by law. The Company may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Dispositions equal to or in excess of US$30 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of US$30 million, will be applied as required pursuant to this covenant. Pending application in accordance with this covenant, Net Cash Proceeds may be applied to temporarily reduce revolving credit borrowings or invested in Cash Equivalents.

Each notice of an Asset Sale Offer will be given to the record Holders as shown on the register of Holders in accordance with Section 10.1 prior to 20 days following such 365th day (or such longer period as contemplated herein), with a copy to the Trustee offering to purchase the Notes as described above. Each notice of an Asset Sale Offer will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date the notice is given, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Notes in whole or in part in amounts of US$1,000 or in integral multiples thereof in exchange for cash.

On the Business Day immediately preceding the Asset Sale Offer Payment Date, the Company shall, to the extent lawful, deposit with the Paying Agent funds in an amount equal to the Asset Sale Offer Amount in respect of all Notes or portions thereof so tendered.

On the Asset Sale Offer Payment Date, the Company shall, to the extent lawful:

(A) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer;

 

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(B) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

To the extent Holders of Notes and holders of other Senior Indebtedness, if any, which are the subject of an Asset Sale Offer properly tender and do not withdraw Notes or the other Senior Indebtedness in an aggregate amount exceeding the amount of unapplied Net Cash Proceeds, the Company shall, as nearly as may be practicable, purchase the Notes and the other Senior Indebtedness on a pro rata basis (based on amounts tendered). If only a portion of a Note is purchased pursuant to an Asset Sale Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate). Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued.

The Company shall comply with the requirements of Rule 14c-1 under the Exchange Act and any other applicable securities laws and other applicable laws in connection with the purchase of Notes pursuant to an Asset Sale offer. To the extent that the provisions of any applicable securities laws or regulations or any other applicable law, including Argentine laws and regulations, conflict with the “Asset Sale” provisions of this Indenture, the Company shall comply with these laws and regulations and will not be deemed to have breached its obligations under the “Asset Sale” provisions of this Indenture by doing so.

Following the application of such Asset Sale Offer pursuant to the above, the amount of Net Available Cash shall be reset at zero and the Company shall be entitled to use any remaining proceeds for any corporate purposes to the extent not prohibited under this Indenture.

Section 3.12 Limitation on Guarantees and Indebtedness of Restricted Subsidiaries.

The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary or otherwise incur any Indebtedness having an aggregate principal amount for all non-guarantor Restricted Subsidiaries in excess of US$10.0 million (or equivalent in other currencies) at any one time outstanding unless, in any such case:

(a) such Restricted Subsidiary executes and delivers to the Trustee, together with an Opinion of Counsel, a supplemental indenture to this Indenture and a Subsidiary Guarantee to be annexed to the Notes substantially in the form of, Exhibit E and Exhibit F, respectively; and

(b) if such Guarantee is provided or other Indebtedness is Incurred with respect to Senior Indebtedness, the Subsidiary Guarantee will be pari passu with such Guarantee or other Indebtedness, as the case may be; and if such Guarantee is provided or other Indebtedness is Incurred with respect to a Subordinated obligation, the Subsidiary Guarantee will be senior to such Guarantee or other Indebtedness, as the case may be.

 

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The obligations of each Restricted Subsidiary in respect of its Subsidiary Guarantee will be limited to the maximum amount as will result in the obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law.

Each Restricted Subsidiary will be released and relieved of its obligations under its Subsidiary Guarantee in the event that:

(i) there is a sale or other disposition of such Restricted Subsidiary (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets), following which such Restricted Subsidiary is no longer a direct or indirect Subsidiary of the Company;

(ii) such Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with the terms of this Indenture;

(iii) there is a Legal Defeasance of the Notes or upon satisfaction and discharge of this Indenture; or

(iv) the Indebtedness, the Incurrence of which gave rise to such Restricted Subsidiary’s obligation to provide such Guarantee, has been repaid in full or otherwise discharged or is no longer in excess of the threshold contemplated above.

provided that such transaction is carried out pursuant to, and in accordance with, the applicable provisions of this Indenture.

Section 3.13 Limitation on Liens.

The Company shall not, and shall not cause or permit any Restricted Subsidiary to issue, assume or Guarantee any Indebtedness secured by a Lien (the “Initial Lien”) upon any property or assets of the Company or any Restricted Subsidiary without effectively providing that the Notes and any Subsidiary Guarantees, as applicable (together with, if the Company so determines, any other Indebtedness or obligation then existing or thereafter created) shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured (provided, however, that any Lien created for the benefit of the holders of the Notes (and, if applicable, holders of such other Indebtedness or obligation) pursuant to the foregoing shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon release and discharge of the Initial Lien), except that the foregoing provisions shall not apply to (without duplication):

(a) Liens which secure only Indebtedness owing by any Restricted Subsidiary to the Company and/or by the Company to one or more Restricted Subsidiaries, if any;

(b) Liens arising in the ordinary course of business which do not secure Indebtedness and which are not overdue for a period of more than 30 days or which, if they are overdue for a period of more than 30 days, are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;

 

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(c) Liens on any property or assets acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or any Liens on the property or assets of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary and, in either such case, is not created as a result of or in connection with or in anticipation of any such transaction; provided that any such Lien created to secure or provide for the payment of any part of the purchase price of such Person shall not be permitted by this clause; provided further that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(d) any Lien on any property or assets existing at the time of acquisition thereof and which is not created as a result of or in connection with or in anticipation of such acquisition; provided that any such Lien created to secure or provide for the payment of any part of the purchase price of such property or assets shall not be permitted by this clause; provided further that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(e) any Lien on the Capital Stock of an Unrestricted Subsidiary;

(f) Liens for taxes, assessments, governmental charges, levies or claims which are not yet due or thereafter can be paid without penalty or are being contested in good faith by appropriate proceedings or the period within which such proceedings may be initiated has not expired;

(g) pledges or deposits in connection with worker’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or good faith deposits, letters of credit and bid performance, surety, appeal or similar bonds in connection with bids, tenders, contracts (other than for payment of Indebtedness) or leases to which the Company or any Restricted Subsidiary is a party, or deposits for the payment of rent, in each case incurred in the ordinary course of business;

(h) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, laborers’, employees’, suppliers’ and landlord’s Liens and other similar Liens, on the property or assets of the Company or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not yet delinquent or that are being contested in good faith by negotiations or appropriate proceedings;

(i) Liens on the property or assets of the Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case, which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or assets in the operation of the business of the Company and the Restricted Subsidiaries, if any, taken as a whole;

(j) leases or subleases granted to others, easements, rights of way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Company or any Subsidiary thereof, as applicable;

 

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(k) Liens arising solely by virtue of any statutory or legal provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that such deposit account is not a dedicated cash collateral account and is not intended by the Company or any Restricted Subsidiary to provide collateral to such depository institution;

(l) Liens (i) arising by reason of any judgment, decree or order of any court or (ii) arising from any embargo preventivo or any other interlocutory or temporary attachment order or measure in connection with an action or proceeding during the pendency of such action or proceeding, so long as such Lien is being contested in good faith and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(m) (i) Liens in existence on the Closing Date and any renewals, extensions or replacements thereof, so long as (A) such renewal, extension or replacement Lien does not extend to any property other than that originally subject to the Liens being renewed or extended and (B) the principal amount of the Indebtedness secured by such Lien is not increased;

(n) Liens on assets securing Attributable Debt under any Sale and Leaseback Transaction permitted to be incurred or assumed pursuant to such covenant, provided that any such Lien does not encumber any property other than the assets that are the subject of any such transaction;

(o) Liens securing Hedging Obligations permitted to be incurred under the covenant described under Section 3.8 above;

(p) Liens on property that secure Indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property and which attach no later than 90 days after the date of such purchase or the completion of construction or improvement; provided, that no such Lien shall extend to or cover any physical assets or equipment other than the physical assets or equipment being acquired, constructed or improved;

(q) Liens to secure any Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien permitted under this covenant; provided, that such new Lien(s) are not materially more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced, and do not extend to property or assets other than property or assets securing the Indebtedness refinanced by such Refinancing Indebtedness;

(r) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the clauses (a) through (q) above or of any Indebtedness secured thereby; provided that the principal amount of Indebtedness so secured shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement (plus premiums, interest and reasonable expenses incurred in connection therewith), and that such extension, renewal or replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on or additions to such property); and

 

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(s) Liens arising under any Permitted Receivables Financing.

Notwithstanding the foregoing provisions of this covenant, the Company and one or more Restricted Subsidiaries, if any, may issue, assume or Guarantee Indebtedness secured by Liens which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Indebtedness of the Company and the Restricted Subsidiaries, if any, which would otherwise be subject to the foregoing restriction (not including Indebtedness permitted to be secured under clauses (a) through (s) above) in existence at such time, does not at the time of issuance, assumption, or Guarantee thereof exceed 5% of the Company’s Total Assets based on its most recent audited annual or quarterly financial statements.

Liens or deposits required by any contract or statute or other regulatory requirements in order to permit the Company or a Restricted Subsidiary to perform any contract or subcontract made by it with or at the request of a governmental entity or any department, agency or instrumentality thereof, or to secure partial progress, advance or any other payments to the Company or any Restricted Subsidiary by a governmental entity or any department, agency or instrumentality thereof pursuant to the provisions of any contract or statute shall not be deemed to create Indebtedness secured by Liens.

Section 3.14 Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(a) the Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary, taken as a whole, than those that reasonably would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate or, if such transaction is not one that by its nature could reasonably be obtained from a Person that is not an Affiliate, is on fair and reasonable terms and was negotiated in good faith; and

(b) the Company delivers to the Trustee:

(i) with respect of any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$1 million, a Board Resolution of the Company’s Board of Directors stating that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the Board of Directors; and

(ii) with respect of any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$40 million, an opinion as to the fairness to the Company or the relevant Restricted Subsidiary, taken as a whole, of such Affiliate Transaction from a financial point

 

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of view issued by an investment banking firm of international standing; provided that no opinion as to the fairness to the Company will be required for any lease entered into by the Company with Banco de Galicia y Buenos Aires S.A. with respect to new branches of the Company to be constructed following the date hereof, so long as a Board Resolution of the Company’s Board of Directors is delivered in connection with such lease, stating that such lease complies with this covenant and that such lease has been approved by a majority of the Board of Directors.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Company and any of its Restricted Subsidiaries or between two or more Restricted Subsidiaries;

(2) any payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary;

(3) the payment of compensation (including amounts paid pursuant to employee benefit plans), indemnification, reimbursement or advancement of out-of-pocket expenses and provisions of liability insurance to officers, directors and employees of the Company or any Restricted Subsidiary, so long as the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;

(4) any issuance of equity securities, or other payments, awards or grants in cash, equity securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company or any Restricted Subsidiary, as the case may be;

(5) Restricted Payments that are permitted by the provisions of the covenant described under the covenant described under Section 3.9 above;

(6) sales of Capital Stock (other than Disqualified Stock) of the Company to Affiliates of the Company;

(7) any transaction of the Company or any Restricted Subsidiary with a Person that is not an Affiliate and that is merged with or into the Company, any Restricted Subsidiary or any Affiliate of the Company or any Restricted Subsidiary, any transaction of the Company or any Restricted Subsidiary with a Person that is not an Affiliate existing at the time such Person becomes a Subsidiary of the Company, any Restricted Subsidiary or any Affiliate of the Company or any Restricted Subsidiary and, in any such case, such transaction is not entered into as a result of or in connection with or in anticipation of such merger or such Person becoming a Subsidiary of the Company, any Restricted Subsidiary or any Affiliate of the Company or any Restricted Subsidiary;

 

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(8) the performance by the Company or its Restricted Subsidiaries of its obligations under the terms of any agreement or instrument in effect on the Closing Date (including any renewal, extension or replacement of such agreements or instruments, so long as such renewal, extension or replacement is not materially less favorable to the Company or the relevant Restricted Subsidiary);

(9) leases entered into with Banco de Galicia y Buenos Aires S.A. with respect to the new headquarters of the Company, located in Córdoba, Argentina;

(10) ordinary course transactions undertaken by the Company or its Restricted Subsidiaries with an Affiliate thereof that are consistent with the Company’s or the applicable Restricted Subsidiary’s prior practice and that are comprised of the extension of loans to customers of the Company or any of its Restricted Subsidiaries, the consummation and maintenance of Permitted Investments, the maintenance of bank accounts, the sourcing of insurance contracts for the clients of the Company, the sourcing, issuance, and maintenance of credit cards, the execution of hedging arrangements in respect of foreign currency or interest rate protection or any reasonable renewals, extensions or replacements of any of the foregoing; provided that such transactions as a whole are not materially less favorable to the Company or the relevant Restricted Subsidiary, taken as a whole, than those that reasonably would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate or, if such transaction is not one that by its nature could reasonably be obtained from a Person that is not an Affiliate, is on fair and reasonable terms and was negotiated in good faith; and provided further, that the Company delivers to the Trustee a Board Resolution of the Company’s Board of Directors stating that such transactions taken pursuant to this clause (10) comply with the terms hereof annually with the delivery of its audited financial statements pursuant to this Indenture; and

(11) sales of Accounts Receivable, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing.

Section 3.15 Conduct of Business. The Company and its Restricted Subsidiaries will not engage in any business other than a Related Business.

Section 3.16 Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits;

(b) pay any Indebtedness owed to the Company or any Restricted Subsidiary;

(c) make loans or advances to the Company or any Restricted Subsidiary; or

 

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(d) transfer any of its properties or assets to the Company or any Restricted Subsidiary.

However, the preceding restrictions shall not apply to encumbrances or restrictions:

(i) existing under this Indenture or in respect of the Notes;

(ii) existing under or by reason of applicable law or governmental rule, regulation or order;

(iii) on any property or assets acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or by reason of any Liens on the property or assets, or relating to the Indebtedness, of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary, or restriction relating to Indebtedness of any such Person and, in any such case, is not created as a result of or in connection with or in anticipation of any such transaction; provided that any such Lien created to secure or provide for the payment of any part of the purchase price of such Person shall not be permitted by this covenant; provided further, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(iv) on any property or assets existing at the time of acquisition thereof and which are not created as a result of or in connection with or in anticipation of such acquisition; provided that any such encumbrance or restriction created to secure or provide for the payment of any part of the purchase price of such Person shall not be permitted by this covenant; provided further, that such encumbrances and restrictions may not extend to any other property owned by the Company or any Restricted Subsidiary;

(v) the terms of any Indebtedness outstanding on the Closing Date, and any amendment, modification, restatement, renewal, restructuring, replacement or refinancing thereof; provided, that any amendment, modification, restatement, renewal, restructuring, replacement or refinancing is not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those in existence on the Closing Date;

(vi) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, in each case permitted to be Incurred under this Indenture;

(vii) in the case of clause (d) above:

(1) that exist by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture;

 

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(2) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract or contractual right;

(3) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or

(4) imposed by Purchase Money Obligations for property acquired in the ordinary course of business or by Capitalized Lease Obligations permitted under this Indenture on the property so acquired, but only to the extent that such encumbrances or restrictions restrict the transfer of the property.

(viii) by reason of Liens that secure Indebtedness otherwise permitted to be incurred under the provisions of the covenant described under the covenant described under Section 3.13 above and that limit the right of the debtor to dispose of the assets subject to such Liens;

(ix) imposed with respect of a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(x) resulting from restrictions on cash or other deposits or other customary requirements imposed by customers or suppliers under contracts entered into in the ordinary course of business;

(xi) under an agreement effecting a Refinancing or a renewal, extension or replacement of Indebtedness otherwise permitted by this Indenture and Incurred pursuant to an agreement referred to in clause (iii) or (iv) above or this clause (xi) or contained in any amendment to an agreement referred to in clause (iii) or (iv) above or this clause (xi); provided, however, that the restrictions with respect to such Restricted Subsidiary contained in any such Refinancing or other agreement or amendment shall be no less favorable, taken as a whole, to the Holders of the Notes than the restrictions with respect to such Restricted Subsidiary contained in the agreement being Refinanced or amended or renewed, extended or replaced;

(xii) Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to the provisions of the covenant described under Section 3.8;

(xiii) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture; and

(xiv) resulting from customary restrictions pursuant to any Permitted Receivables Financing.

 

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Section 3.17 Reports to Holders.

(a) So long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company shall, during any such period that the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, or becomes exempt from such reporting requirements pursuant to, and in compliance with, Rule 12g3-2(b) under the Exchange Act, furnish to the Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) The Company shall furnish or cause to be furnished to the Trustee in English (for distribution only to the Holders of Notes upon their request):

(i) within 90 days after the end of the first, second and third quarters of the Company’s fiscal year (commencing with the quarter ended March 31, 2017), quarterly unaudited financial statements (consolidated) prepared in accordance with IFRS of the Company for such period; and

(ii) within 120 days after the end of the fiscal year of the Company commencing with the fiscal year ending December 31, 2017, annual audited financial statements (consolidated) prepared in accordance with IFRS of the Company for such fiscal year and a report on such annual financial statements by the Company’s independent auditors.

Each such annual report will be accompanied by an Officers’ Certificate to the effect that (A) the financial statements contained in such report fairly present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as of the date of such financial statements and the results of their operations for the period covered thereby; and (B) such financial statements have been prepared in accordance with IFRS.

(c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or any other Person’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 3.18 Listing and Trading.

(a) In the event that the Notes are listed on (i) the Luxembourg Stock Exchange for trading on the Euro MTF Market and (ii) the MERVAL and admitted to trading on the MAE, the Company shall use its commercially reasonable efforts to maintain such listings and authorizations; provided that if, as a result of the European Union regulated market amended Directive 2001/34/EC (the “Transparency Directive”) or any legislation implementing the Transparency Directive or other directives or legislation, the Company could be required to publish financial information either more regularly than it otherwise would be required to or

 

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according to accounting principles which are materially different from the accounting principles which the Company would otherwise use to prepare its published financial information, the Company, with the prior consent of the Holders, may delist the Notes from the Luxembourg Stock Exchange in accordance with the rules of such Exchange and seek an alternative (to the extent commercially reasonable) admission to listing, trading and/or quotation for the Notes on a different section of the Luxembourg Stock Exchange or by such other listing authority, stock exchange and/or quotation system inside or outside the European Union as the Board of Directors of the Company may decide.

(b) From and after the date the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, and so long as it is required by the rules of such Exchange, all notices to the Holders shall be published in English in accordance with Section 10.1.

Section 3.19 Additional Amounts. All payments by or on behalf of the Company (including any payment made pursuant to a Subsidiary Guarantee) of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for or on account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed (“Taxes”) by or within Argentina or by or within any political subdivision thereof or any authority therein or thereof having power to tax or by any other jurisdiction in which the Company or a Subsidiary Guarantor is organized or resident for tax purposes or from or through which payments by or on behalf of the Company (including any payment made pursuant to a Subsidiary Guarantee) are made on the Notes (each, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required or compelled by law. In the event of any such withholding or deduction, the Company (in the case of payments made by the Company) or a Subsidiary Guarantor (in the case of payments made by a Subsidiary Guarantor) shall pay to Holders of the Notes in U.S. dollars such additional amounts (“Additional Amounts”) as will result in the payment to such Holder of the amount that would otherwise have been receivable by such Holder in the absence of such withholding or deduction (in each case based on the Peso Equivalent Principal Amount of the Notes Outstanding and converted from Pesos to U.S. dollars at the Applicable Exchange Rate on the relevant Calculation Date), except that no such Additional Amounts shall be payable:

(a) in respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection, including a permanent establishment, between the Holder or beneficial owner of the Note or any payment in respect of such Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner) and the applicable Relevant Taxing Jurisdiction, other than the mere receipt of such payment or the mere acquisition, holding or ownership of such Note or beneficial interest or the enforcement of rights thereunder;

(b) in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment (where presentation is required) within 30 days after the Relevant Date (as defined below) except to the extent that the Holder or beneficial owner thereof would have been entitled to such Additional Amounts if it had presented such Note for payment the last day of such 30-day period;

 

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(c) in respect of any Taxes that would not have been so withheld or deducted but for the failure by the Holder, or, the beneficial owner of the Note to (i) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or any reasonable connection with the applicable Relevant Taxing Jurisdiction, including without limitation, pursuant to any applicable law, statute, treaty or regulation of the applicant Relevant Taxing Jurisdiction or written administrative instruction of the AFIP; provided that, in no event, shall such Holder’s or beneficial owner’s requirement to make a valid and legal claim for exemption from or reduction of such tax require such Holder or beneficial owner to provide any materially more onerous information, documents or other evidence than would be required to be provided had such Holder or beneficial owner been required to file a U.S. IRS Form W-8 or W-9;

(d) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges;

(e) in respect of any Taxes payable other than by withholding or deduction;

(f) in respect of any payment to a Holder of a Note that is a trustee or other fiduciary, a partnership (including an entity treated as a partnership for tax purposes) or a limited liability company or any other Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such trustee or fiduciary, a partner or member of such partnership or limited liability company or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, partner member or beneficial owner been the actual Holder of such Note;

(g) in respect of any Taxes imposed in connection with a Note presented for payment by or on behalf of a Holder thereof who would have been able to avoid such tax by presenting the relevant Note to a Paying Agent in a member state of the European Union if the Holder of the Note is a resident of the European Union for tax purposes; or

(i) in respect of any combination of (a) through (g) above.

Notwithstanding any other provision herein, any amounts to be paid on the Notes by or on behalf of the Company, will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Company nor any other Person will be required to pay any Additional Amounts in respect of FATCA Withholding.

 

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“Relevant Date” means, with respect to any payment due from the Company, whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received in New York City, New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders of the Notes in accordance with this Indenture.

All references to principal and interest in respect of the Notes shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Notes.

At least ten Business Days prior to the first Interest Payment Date (and at least ten Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), the Company and any Subsidiary Guarantor shall furnish to the Trustee and the Paying Agents an Officers’ Certificate instructing the Trustee and such Paying Agent whether payments of principal of or interest on the Notes due on such Interest Payment Date shall be without deduction or withholding for or on account of any Taxes by a Relevant Taxing Jurisdiction. If any such deduction or withholding shall be required, prior to such Interest Payment Date, the Company and Subsidiary Guarantor shall furnish the Trustee and such Paying Agent with an Officers’ Certificate which specifies the amount, if any, required to be withheld or deducted on such payment to Holders of the Notes and certifies that the Company shall pay such withholding or deduction.

The Company and any Subsidiary Guarantor shall furnish to the Trustee the official receipts (or a certified copy of the official receipts), if issued, evidencing payment of Taxes. Copies of such receipts shall be made available to Holders of the Notes upon request.

The Company and any Subsidiary Guarantor shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any applicable jurisdiction and except, in certain cases, for taxes, charges or similar levies resulting from certain registration of transfer or exchange of Notes.

Section 3.20 Use of Proceeds. The Company shall use the proceeds of the sale of the Notes as set forth under the caption “Use of Proceeds” in the Pricing Supplement and Offering Memorandum.

Section 3.21    Compliance Certificates.

(a) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company beginning on December 31, 2017, an Officers’ Certificate signed by any two of its principal executive officer, its principal financial officer and its principal accounting officer stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default or Event of Default and whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

 

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(b) The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other Person’s compliance with the covenants described above or with respect to any reports or other documents filed under this Indenture; provided, however, that nothing herein shall relieve the Trustee of any obligations to monitor the Company’s timely delivery of the reports and certificates described in Section 3.17.

Section 3.22 Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries The Company shall not, and shall not permit any Restricted Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Voting Stock of any Restricted Subsidiary or to issue any Voting Stock of any Restricted Subsidiary (other than, if necessary, shares of its Voting Stock constituting directors’ qualifying shares) to any Person except:

(a) to the Company or to a Restricted Subsidiary; or

(b) in compliance with the covenant described under Section 3.11 above and immediately after giving effect to such transfer, conveyance, sale, lease, other disposal or issuance, such Restricted Subsidiary either continues to be a Restricted Subsidiary or if such Restricted Subsidiary would no longer be a Restricted Subsidiary, then the Investment of the Company in such Person (after giving effect to such transfer, conveyance, sale, lease, other disposal or issuance) would have been permitted to be made under the covenant described under Section 3.9 above as if made on the date of such transfer, conveyance, sale, lease, other disposal or issuance.

ARTICLE IV

LIMITATION ON MERGER, CONSOLIDATION AND SALE OF ASSETS

Section 4.1 Consolidation, Merger, Conveyance, Sale or Lease. Nothing contained in this Indenture prevents the Company from consolidating with or merging into another Person or conveying, transferring or leasing the Company’s properties and assets substantially as an entirety to any Person; provided that,

(a) either the Company is the surviving entity or the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the Company’s properties and assets substantially as an entirety is a Person (the “Successor Company”) organized and existing under the laws of Argentina or the United States, any State thereof or the District of Columbia, or under the laws of any country that is a member of the OECD and expressly assumes, by an indenture supplemental to this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

 

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(b) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing;

(c) immediately after giving pro forma effect to such transaction, (i) the Successor Company could Incur at least an additional US$1.00 of Indebtedness under clause (a) of the covenant described under Section 3.8 above or the Successor Company’s Net Liabilities to Net Worth Ratio and Net Indebtedness to Net Worth Ratio would be less than the Company’s Net Liabilities to Net Worth Ratio and Net Indebtedness to Net Worth Ratio, respectively, immediately prior to giving effect thereto;

(d) the Company or the Successor Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Indenture and that all conditions precedent herein relating to such transaction have been complied with;

(e) the Company or the Successor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such transaction and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred; and

(f) any Subsidiary Guarantor (including Persons that are required to provide Subsidiary Guarantees as a result of the transaction) has confirmed by supplemental indenture that its Subsidiary Guarantee shall apply for the Obligations of the Successor Company in respect of this Indenture and the Notes.

The Successor Company will succeed to, and be substituted for, the Company under the Program and this Indenture, and thereupon the Company shall automatically be released and discharged from its obligations under the Program and this Indenture and the Notes.

The provisions of clause (a) above will not apply to:

(1) any transfer of the properties or assets of one or more Restricted Subsidiaries to the Company or to one or more Restricted Subsidiaries or any other person that, upon consummation of such transfer, will become a Restricted Subsidiary;

(2) any merger of a Restricted Subsidiary into the Company; or

(3) any merger of the Company into a Wholly-Owned Subsidiary of the Company created for the purpose of holding the Capital Stock of the Company, so long as clauses (a) and (b) above are satisfied,

so long as, in each case, the Indebtedness of the Company and its Restricted Subsidiaries taken as a whole is not increased thereby.

 

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ARTICLE V

REDEMPTION AND REPURCHASES OF NOTES

Section 5.1 Redemption. The Company may or shall redeem the Notes, as a whole but not in part, subject to the conditions and at the redemption prices specified in the form of Notes in Exhibit A.

Section 5.2 Election to Redeem. In the case of an optional redemption, the Company shall evidence its election to redeem any Notes pursuant to Section 5.1 by a Board Resolution. Prior to delivery of notice of redemption to Holders, the Company shall deliver to the Trustee such Board Resolution and an Officers’ Certificate and a written opinion of recognized Argentine counsel, independent of the Company, to the effect that all governmental approvals necessary for the Company to effect such redemption have been or at the time of redemption will be obtained and be in full force and effect and that the Company is entitled to effect such a redemption pursuant to this Indenture, and setting forth, in reasonable detail, the circumstances giving rise to such right of redemption.

Section 5.3    Notice of Redemption.

(a) The Company shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 10.1, not less than 30 nor more than 90 days prior to the Redemption Date to each Holder of Notes to be redeemed. If the Company itself gives the notice, it shall also deliver a copy to the Trustee. Notice shall also be provided to the CNV by the Company.

In the event the Company requests that the Trustee deliver notice of redemption to the Holders, at least 5 Business Days prior to the date such notice is to be delivered to the Holders (unless a shorter period is acceptable by the Trustee), the Company shall provide the Trustee with the information required to be delivered in such notice pursuant to this Section 5.3 and request the Trustee to deliver the notice of redemption to the Holders.

(b) All notices of redemption shall state:

(i) the Redemption Date;

(ii) the redemption price and the amount of any accrued interest payable as provided in Section 5.5;

(iii) that the Company is redeeming all Outstanding Notes and the aggregate principal amount of Notes the Company is redeeming;

(iv) that on the Redemption Date the redemption price and any accrued interest payable to the Redemption Date as provided in Section 5.5 shall become due and payable in respect of each Note to be redeemed, and, unless the Company defaults in making the redemption payment, that interest on each Note to be redeemed, shall cease to accrue on and after the Redemption Date;

 

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(v) the place or places where a Holder must surrender the Holder’s Notes for payment of the redemption price; and

(vi) the CUSIP or ISIN number, if any, listed in the notice or printed on the Notes, and that no representation is made as to the accuracy or correctness of such CUSIP or ISIN number.

Section 5.4 Deposit of Redemption Price. Prior to 11:00 a.m. New York City time on the Business Day prior to the relevant Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate and hold in trust as provided in Section 2.5) an amount of money in immediately available funds sufficient to pay the redemption price of, and accrued interest on, all the Notes that the Company is redeeming on that date.

Section 5.5 Notes Payable on Redemption Date. If the Company, or the Trustee on behalf of the Company, gives notice of redemption in accordance with this Article V, the Notes called for redemption, shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to the Redemption Date), and from and after the Redemption Date (unless the Company shall default in the payment of the redemption price and accrued interest) the Notes or the portions of Notes shall cease to bear interest. Upon surrender of any Note for redemption in accordance with the notice, the Company shall pay the Notes at the redemption price, together with accrued interest, if any, to the Redemption Date. If the Company shall fail to pay any Note called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.

Section 5.6 Repurchases; Notes held by the Company and/or Affiliates. The Company may at any time, and from time to time, repurchase the Notes on the open market or in any other manner, at any price, and may resell or otherwise dispose of such Notes at any time. Any Notes so repurchased by the Company may be cancelled and/or presented to the Trustee for cancellation, as applicable.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.1 Events of Default. Each of the following is an “Event of Default” with respect to the Notes:

(a) default for 30 days in payment of any interest or Additional Amounts on the Notes when the same becomes due and payable;

(b) default in payment of principal of or premium, if any, on the Notes when the same becomes due and payable, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(c) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under Section 4.1;

 

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(d) failure by the Company to perform or observe any covenant or obligation with respect to the Notes, and such failure continues for 45 days after the Company has received written notice specifying such default and demanding that it be remedied;

(e) failure by the Company or any of its Restricted Subsidiaries to pay one or more final judgments against any of them, aggregating US$10.0 million or more, which judgment(s) are not paid, discharged or stayed for a period of 60 days or more;

(f) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or is created after the Closing Date, if that default:

(i) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness within any applicable grace period (a “Payment Default”); or

(ii) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates US$10.0 million or more;

(g) the occurrence of a Bankruptcy Law Event of Default; and

(h) except as permitted herein, any Subsidiary Guarantee is held to be unenforceable or invalid in a judicial proceeding or ceases for any reason to be in full force and effect or any Restricted Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee.

The Company shall deliver to the Trustee, within ten Business Days after a Responsible Officer of the Company obtains actual knowledge thereof, written notice of any Default or Event of Default that has occurred and is still continuing, its status and what action the Company is taking or proposing to take in respect thereof.

Section 6.2 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.1(g)) hereof occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes may declare the principal amount of (and all interest accrued thereon until the date of payment) all the Notes to be due and payable immediately. If an Event of Default specified in Section 6.1(g) hereof in respect of the Company shall have occurred, the principal amount of (and all interest accrued thereon until the date of payment) all the Notes shall be immediately due and payable without notice or any other act on the part of the Trustee or any Holder. Except in the case of nonpayment of principal (or premium, if any) or interest or Additional Amounts, if any, on the Notes that has become due solely because of acceleration, the Holders of a majority in principal

 

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amount of the Outstanding Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 6.3 Other Remedies.

(a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to enforce the performance of any provision of the Notes or this Indenture.

(b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.4 Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by notice to the Trustee may waive an existing Default or Event of Default and its consequences except (a) a Default in the payment of the principal of (or premium, if any), or interest, if any, or Additional Amounts, if any, on any Note or (b) a Default in respect of a provision hereof that under Article IX hereof cannot be amended without the consent of the Holder of each Outstanding Note.

Section 6.5 Control by Majority. The Holders of a majority in principal amount of the Outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture and (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity to its satisfaction.

Section 6.6 Limitation on Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes;

(b) the Holders of not less than 25% in principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee thereunder;

 

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(c) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Notes,

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Without prejudice to the abovementioned in this Section 6.6, each individual Holder shall have the right to initiate an action against the Company for the payment of any principal and/or interest past due on any Note, as the case may be as established by Article 29 of the Negotiable Obligations Law, such right will not be subject to any limitation.

Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, premium, if any, and Additional Amounts, if any, on such Note and to institute suit including a summary proceeding (acción ejecutiva individual) pursuant to Article 29 of the Negotiable Obligations Law, for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

All claims against the Company for the payment of principal of or interest or any other amounts payable on or in respect of the Notes (and Additional Amounts, if any) will prescribe unless made within five years for principal and two years for interest from the date on which such payment first became due, or a shorter period if provided by applicable law.

Section 6.8 Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with applicable interest on any overdue principal and, to the extent lawful, interest on overdue interest) and the amounts provided for in Section 7.7. Subject to all provisions hereof and applicable law, the Holders of a majority in aggregate principal amount of the then Outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

 

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Section 6.9 Trustee May File Proofs of Claim, etc.

(a) In case of any judicial proceeding relative to the Company (or any other obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under applicable law in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee may (irrespective of whether the principal of the Notes is then due):

(i) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders under this Indenture and the Notes allowed in any bankruptcy, insolvency, liquidation or other judicial proceedings relative to the Company or any Subsidiary of the Company or their respective creditors or properties; and

(ii) collect and receive any moneys or other property payable or deliverable in respect of any such claims and distribute them in accordance with this Indenture.

Any receiver, trustee, liquidator, sequestrator (or other similar official) in any such proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due to the Trustee pursuant to Section 7.7.

(b) Nothing in this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to the Agents for amounts due under Section 1.3 and the Trustee’s Representative in Argentina for amounts due under Section 7.11;

THIRD: to Holders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and

FOURTH: to the Company or, to the extent the Trustee collects any amount pursuant to any Subsidiary Guarantee from any Subsidiary Guarantor, to such Subsidiary Guarantor.

 

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The Trustee may, upon notice to the Company, fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs. All parties agree, and each Holder by its acceptance of its Notes shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in principal amount of Outstanding Notes.

ARTICLE VII

TRUSTEE

Section 7.1 Duties of Trustee.

(a) If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of a Default or an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions, which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (it being understood that the Trustee need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Section 7.1(c) does not limit the effect of Section 7.1(b);

 

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(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.2, Section 6.5 or Section 6.8 or any other provision of this Indenture.

(d) The Trustee shall not be liable for interest on, or to invest, any money received by it except as the Trustee may agree in writing with the Company.

(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f) No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article VII.

(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(i) Notwithstanding any provision contained herein to the contrary, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.

Section 7.2 Rights of Trustee.

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any document, instrument, opinion, direction, order, notice or request reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in such document, instrument, opinion, direction, order, notice or request.

(b) Before the Trustee acts or refrains from acting at the direction of the Company, it may require an Officers’ Certificate, advice of counsel and/or an Opinion of Counsel, and such Officers’ Certificate, advice and/or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted to be taken by it hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officers’ Certificate, advice of counsel and/or Opinion of Counsel.

 

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(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(e) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon notice to the Company, to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(f) The Trustee shall not be deemed to have notice of any Default or Event of Default (other than payment default under Section 6.1(a) or Section 6.1(b) unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to a Default or Event of Default, such reference shall be construed to refer only to such Default or Event of Default for which the Trustee is deemed to have notice pursuant to this Section 7.2(f).

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agent, custodian and other Person or agent employed to act hereunder.

(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

 

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(j) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(k) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances).

(l) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Cash Equivalents, (ii) using Affiliates to effect transactions in certain Cash Equivalents and (iii) effecting transactions in certain Cash Equivalents. Such compensation is not payable or reimbursable under Section 7.7 of this Indenture.

(m) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

(n) To the extent permitted by applicable law, the Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or otherwise.

(o) To help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.

(p) To the extent that the consent or authorization of the CNV or any other Argentine Governmental Authority or compliance with the Negotiable Obligations Law is required for the Company’s, the Trustee’s or any Agent’s performance under the Notes or this Indenture, none of the Trustee or any Agent shall have any duty or obligation to determine whether such approval, consent or authorization or compliance is required or any duty or obligation to obtain any consent, approval or authorization or ensure such compliance. The Company shall notify the Trustee and the Agents, as applicable, in writing if the approval, consent or authorization of the CNV or any other Argentine Governmental Authority or compliance with the Negotiable Obligations Law, as applicable, is required for the performance under the Notes or this Indenture by the Company, the Trustee or any Agent and, if applicable, whether or not such consent has been obtained by the Company.

 

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(q) Any Board Resolutions of the Company required to be delivered to the Trustee pursuant to this Indenture may be in Spanish and need not be accompanied by an English translation and the Trustee shall have no duty or obligation to review such resolutions or otherwise inquire as to or confirm the content thereof, and the Trustee may conclusively rely upon the receipt of any such Board Resolutions as to the requisite authority for the action relating to the purpose for which they were delivered.

Section 7.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any of its Affiliates with the same rights it would have if it were not Trustee. Any Agent hereunder may do the same with like rights. However, the Trustee must comply with Section 7.10.

Section 7.4 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any offering material or other document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder.

Section 7.5 Notice of Defaults. If a Default or Event of Default occurs and is continuing, a Trust Officer is deemed to have knowledge thereof pursuant to Section 7.2(f). The Trustee shall give to each Holder, with a copy to the Company, notice of the Default or Event of Default within 45 days after the Trustee is deemed to have knowledge thereof. Except in the case of a Default or Event of Default in the payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of the Holders.

Section 7.6 Report to Trustee. The Company agrees to promptly notify the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof.

Section 7.7 Compensation and Indemnity.

(a) The Company shall pay to the Trustee a compensation as shall have been agreed upon by the Company and the Trustee in writing, for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it in connection with the performance and/or the exercise of its duties under this Indenture, except for any such expense as may arise from the Trustee’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel.

 

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(b) The Company shall indemnify and hold harmless the Trustee and its officers, directors, employees and agents against any and all loss, damage, claim, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it without negligence or willful misconduct on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder and/or the exercise of its rights hereunder, including the costs and expenses of defending themselves (including reasonable attorney’s fees and costs) against any claim or liability related to the exercise or performance of any of their rights, powers or duties hereunder and under any other agreement or instrument related thereto. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim if, in the reasonable judgment of counsel to the Trustee, there is no conflict of interest or potential conflict of interest between the Company and the Trustee in connection with such defense. The Company need not pay for any settlement made without its written consent.

(c) To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company.

(d) The Company’s payment obligations pursuant to this Section 7.7 shall survive the payment of the Notes, the discharge or other termination of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Bankruptcy Law Event of Default, the expenses are intended to constitute expenses of administration under any Bankruptcy Law; provided, however, that this shall not affect the Trustee’s rights as set forth in this Section 7.7 or Section 6.10.

Section 7.8 Replacement of Trustee.

(a) The Trustee may resign at any time by so notifying the Company. In addition, the Holders of a majority in aggregate principal amount of the then Outstanding Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. Moreover, if the Trustee is no longer eligible pursuant to Section 7.10 to act as such, or does not have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report or does not have its corporate trust office in the City of New York, New York, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. The Company shall remove the Trustee if:

(i) the Trustee fails to comply with Section 7.10;

(ii) the Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Trustee or its property; or

 

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(iv) the Trustee otherwise becomes incapable of acting.

(b) If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the then Outstanding Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall give notice of its succession to Holders as described in Section 10.1. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7.

(d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Outstanding Notes may petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

Section 7.9 Successor Trustee by Merger.

(a) If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets (including this transaction) to, another corporation or national banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee; provided that such Persons shall be otherwise qualified and eligible under this Article VII.

(b) In case at the time such successor or successors to the Trustee by consolidation, merger or conversion shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force, as if the predecessor trustee had authenticated and delivered such Notes.

 

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Section 7.10 Eligibility. The Trustee shall have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition.

Section 7.11 The Trustee’s Representative in Argentina.

(a) As long as it is required by Argentine law or by the CNV, the Trustee will have the Trustee’s Representative in Argentina for the sole purposes set forth in this Section 7.11.

(b) The duties of the Trustee’s Representative in Argentina shall be determined solely by the express provisions of this Indenture or as it may agree from time to time in writing with the Trustee, and the Trustee’s Representative in Argentina need perform only those duties that are specifically set forth in this Indenture and those agreed in writing with the Trustee. No implied covenants or obligations shall be read into this Indenture against the Trustee’s Representative in Argentina. The Trustee’s Representative in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Trustee’s Representative in Argentina is not and shall not be considered as if it were a Trustee’s attorney-in-fact.

(c) The duties and rights of the Trustee’s Representative in Argentina are only: (i) to receive from Holders, the Company, Agents, and any governmental or regulatory authority or entity any and all letters, claims, requests, memorandums or any other document directed to the Trustee with respect to the Notes, (ii) to transmit, deliver or notify the Trustee of the reception of any and all of the mentioned documents by mail, e-mail (in portable document format) or facsimile, within three Business Days of such reception, and (iii) respond or answer such letters, claims, requests, memoranda or documents, following the express written instructions of the Trustee and only if such instructions are given by the Trustee.

(d) The Trustee’s Representative in Argentina shall not be liable for any action it takes or omits to take in good faith and within its discretion and in accordance with the terms hereof, rights or powers.

(e) The Company shall pay to the Trustee’s Representative in Argentina from time to time, and the Trustee’s Representative in Argentina shall be entitled to, such compensation for its acceptance of this Indenture and its services hereunder, as shall have been agreed in writing between the Company and the Trustee’s Representative in Argentina. The Company shall reimburse the Trustee’s Representative in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of Trustee’s Representative in Argentina’s agents, counsel and other persons not regularly in its employ.

(f) The Company agrees to indemnify and defend the Trustee’s Representatives in Argentina and its officers, directors, employees and agents for, and to hold each entity harmless against any losses, liabilities, claims, damages and/or expenses, including

 

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the fees and expenses of counsel incurred by it without negligence or willful misconduct on its part in connection with the performance of its duties or powers hereunder and the exercise of its rights hereunder, or under any related agreement.

Section 7.12 Agents. The rights, protections and immunities granted to the Trustee under this Article VII including, without limitation, any right to be indemnified, shall apply mutatis mutandis to any Agent appointed pursuant to this Indenture.

ARTICLE VIII

DEFEASANCE; DISCHARGE OF INDENTURE

Section 8.1 Legal Defeasance and Covenant Defeasance.

(a) The Company may, at its option, at any time, upon compliance with the conditions set forth in Section 8.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes.

(b) Upon the Company’s exercise under Section 8.1(a) of the option applicable to this Section 8.1(b), the Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes and all such amounts as shall be due and payable under this Indenture on the 91st day after the deposit specified in Section 8.2(a) (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of the sections of this Indenture referred to in clause (i) or (ii) of this Section 8.1(b), and the Company shall have been deemed to have satisfied all their other obligations under such Notes, and hereunder (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder:

(i) the rights of Holders to receive solely from the trust described in Section 8.2(a) below, as more fully set forth in such section, payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due,

(ii) the Company’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, replacing mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments,

(iii) the rights, powers, trusts, duties, protections, benefits, indemnities and immunities of the Trustee as described in Article VII and hereunder and the Company’s obligations in connection therewith, and

(iv) this Article VIII.

 

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Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.1(b) notwithstanding the prior exercise of its option under Section 8.1(c).

(c) Upon the Company’s exercise under Section 8.1(a) of the option applicable to this Section 8.1(c), the Company and its Restricted Subsidiaries shall be, subject to the satisfaction of the applicable conditions set forth in Section 8.2, released and discharged from their obligations under the covenants contained in Section 3.4, Section 3.7, Section 3.8, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.17, Section 3.18, and Section 3.22 with respect to the Outstanding Notes and the operation of Sections 6.1(d), (e), (f) and (g) (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document but, and such omission to comply shall not constitute a Default or an Event of Default with respect to the Notes under Section 6.1(a)(iii) but, except as specified above, the remainder hereof and such Notes shall be unaffected thereby.

Section 8.2 Conditions to Defeasance. The Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if:

(a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms shall provide money in an amount, or in any combination thereof, in each case, sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, to pay and discharge (without reinvestment) the principal of each installment of principal and interest and Additional Amounts, if any, on the Outstanding Notes on the dates such payments are due, in accordance with the terms of the Notes, to, but not including the Stated Maturity thereof or the Redemption Date irrevocably designated by the Company pursuant to the final paragraph of this Section 8.2;

(b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be;

 

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(c) no Default or Event of Default (including by reason of such deposit) shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

(d) the Company shall have delivered to the Trustee an opinion of recognized U.S. counsel independent of the Company to the effect: (i) that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge of obligations, which in the case of Section 8.1 hereof must be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to U.S. federal income tax in the same amount and in the same manner and at the times as would have been the case if such deposit, defeasance and discharge had not occurred; and (ii) that the defeasance trust is not or is not required to be registered, or is registered as, an investment company under the Investment Company Act of 1940, as amended; and

(e) the Company delivers to the Trustee an Opinion of Counsel and an Officers’ Certificate as to compliance with all conditions precedent provided for in this Indenture relating to the Legal Defeasance or Covenant Defeasance, as applicable, of the Notes.

Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article V hereof.

If the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) interest and Additional Amounts, if any, on the Outstanding Notes to and including a redemption date on which all of the outstanding Notes are to be redeemed, such redemption date shall be irrevocably designated by a Board Resolution of the Company delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such resolution shall be accompanied by an irrevocable Company request that the Trustee give notice of such redemption in the name and at the expense of the Company in accordance with Article V of this Indenture.

Section 8.3 Application of Trust Money. The Trustee shall hold in trust U.S. Dollars or U.S. Government Obligations deposited with it pursuant to this Article VIII. It shall apply the deposited money and the U.S. Dollars from U.S. Government Obligations, together with earnings thereon, through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the Company’s request any U.S. Dollars or U.S. Government Obligations held by it as provided in this Section 8.3 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

 

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Section 8.4 Repayment to Company.

(a) The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them upon payment of all the obligations under this Indenture.

(b) Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment as general creditors.

Section 8.5 Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations deposited with the Trustee pursuant to this Article VIII.

Section 8.6 Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Dollars or U.S. Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Dollars or U.S. Government Obligations in accordance with this Article VIII; provided, however, that, if the Company has made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Dollars or U.S. Government Obligations held by the Trustee or Paying Agent.

Section 8.7 Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, and as otherwise expressly provided for herein) as to all Outstanding Notes, and the Trustee, on written demand of and at the expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, when:

(a) either:

(i) all the Notes that have theretofore been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

(ii) all Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable and the Company or any Restricted Subsidiary has irrevocably deposited or caused to be deposited with the

 

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Trustee, as funds in trust solely for the benefit of the Holders, cash in U.S. Dollars in amounts as will be sufficient without reinvestment to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium and Additional Amounts, if any, accrued and unpaid interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment and all other amounts due hereunder;

(b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound;

(c) the Company or any Restricted Subsidiary paid or caused to be paid all sums payable by it under this Indenture;

(d) the Company delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be; and

(e) the Company delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

ARTICLE IX

AMENDMENTS

Section 9.1 Without Consent of Holders.

(a) The Company and the Trustee may amend, modify or supplement this Indenture and the Notes without notice to or consent of any Holder:

(i) to cure any ambiguity, omission, defect or inconsistency contained therein;

(ii) to provide for the assumption by a successor Person of the obligations of the Company under this Indenture;

(iii) to secure the Notes

(iv) to add Subsidiary Guarantees or additional Guarantees with respect to the Notes or release the Subsidiary Guarantee of a Restricted Subsidiary in accordance with the terms of this Indenture;

 

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(v) to add to the covenants of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company;

(vi) to provide for the issuance of Additional Notes in accordance with Section 3.16;

(vii) to add an Event of Default for the benefit of the Holders;

(viii) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the U.S. Trust Indenture Act of 1939, as amended;

(ix) to conform the terms of this Indenture or the Notes with the description thereof set forth in the “Description of the Notes” section of the Pricing Supplement and Offering Memorandum;

(x) to evidence the replacement of the Trustee as provided for under this Indenture; or

(xi) for any other purpose that the parties hereto may mutually deem necessary or desirable; provided in each such case that any such modification or amendment does not adversely affect the interests of Holders in any respect.

(b) In entering into any such supplement, amendment or modification, the Trustee shall be entitled to conclusively rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel and an Officers’ Certificate.

(c) After an amendment under this Section 9.1 becomes effective, the Company shall give to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.1.

(d) Promptly after the execution by the Company and the Trustee of any modification, amendment or supplement to the Indenture pursuant to the provisions of this Section 9.1, the Company shall give notice thereof to the Holders, the CNV and the MERVAL, setting forth in general terms the substance of such modifications, amendments or supplements.

Section 9.2 With Consent of Holders.

(a) Modifications to, amendments of, and supplements to, this Indenture or the Notes not set forth under Section 9.1 may be made with the consent of the Holders of a majority in principal amount of the then Outstanding Notes issued under this Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

(i) reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver;

 

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(ii) reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes;

(iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor;

(iv) make any Notes payable in currency other than that stated in the Notes;

(v) make any change in the provisions of this Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on such Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

(vi) amend, change or modify in any material respect any obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer with respect to any Asset Disposition that has been consummated;

(vii) make any change to Section 3.19 that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable taxes; and

(viii) make any change to the provisions of this Indenture or the Notes that adversely affects the ranking of the Notes, provided, that a change to Section 3.10 or Section 3.13 shall not adversely affect the ranking of the Notes.

(b) Promptly after the execution by the Company and the Trustee of any modification, amendment or supplement to this Indenture pursuant to the provisions of Section 9.2(a), the Company shall give notice thereof to the Holders, the CNV and the MERVAL, setting forth in general terms the substance of such modifications, amendments or supplements.

Section 9.3 Revocation and Effect of Consents and Waivers.

(a) A consent to an amendment, supplement or waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective, it shall bind every Holder, except as otherwise provided in this Article IX.

(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action

 

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described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the relevant action for which such consent was granted was effectively taken.

Section 9.4 Notation on or Exchange of Notes. If an amendment or supplement changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall execute and upon Company Order the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment or supplement.

Section 9.5 Trustee to Sign Amendments and Supplements. The Trustee shall sign any amendment or supplement authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment or supplement the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.1 and Section 7.2) shall be fully protected in conclusively relying upon, such evidence as it deems appropriate, including, without limitation, the documents required by Section 10.2 and solely on an Opinion of Counsel and Officers’ Certificate, each stating that such amendment or supplement is authorized or permitted hereby.

Section 9.6 Evidence of Action Taken by Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a percentage in principal amount of the Holders, whether specified herein or in the Notes, as applicable, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments is or are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Article.

Section 9.7 Holders to be Treated as Owners. The Company, the Trustee, the Agents and any agent of the Company, the Trustee or the Agents may deem and treat any Person in whose name any Note shall be registered upon the Register as the absolute owner of such Note (subject to Section 2.15, whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Note (including Additional Amounts) and for all other purposes; and none of the Company, the Trustee, any Agent or any agent of the Company, the Trustee or any Agent shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon its order, shall be valid, and, to the extent of the sum or sums so paid, effective to satisfy and discharge the liability for moneys payable upon any such Note.

 

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Section 9.8 Noteholders Meeting; Consent.

(a) Each of the Company (through its Board of Directors or its statutory auditors’ committee) and the Trustee may at any time call a meeting of the Holders for the purpose of entering into a supplemental indenture or waiving an existing default. In addition, a meeting of the Holders may be called by the Trustee or the Company (acting through its Board of Directors or its statutory auditors’ committee) upon the request of the Holders of at least 5% in aggregate principal amount of the Outstanding Notes, or by the Company acting through its Board of Directors or its statutory auditors’ committee) at its discretion, pursuant to the Negotiable Obligations Law. Meetings of Holders will be convened and held in accordance with the provisions of the Negotiable Obligations Law and the Argentine Corporations Law No. 19,550. Meetings shall be held in the City of Buenos Aires; provided, however, that as long as it is permitted under Argentine law, the Company or the Trustee may determine to hold any such meetings simultaneously in New York City by any means of telecommunications which permit the participants to hear and speak to each other, and any such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meeting. If a meeting is being held pursuant to a request of Holders, the agenda for such meeting shall be that set forth in the request made by such Holders, and such meeting shall be held within 40 days from the date such request is received by the Company or the Trustee. Notice of any meeting of Holders, setting forth the date, time and place of such meeting and the agenda therefor (which shall describe in general terms the action proposed to be taken and the requirements for attendance) shall be given by the Company or the Trustee, as applicable, at the expense of the Company as specified in Section 10.1. To be entitled to vote at any meeting of Holders a Person shall be (i) a Holder of one or more Notes as of the relevant record date or (ii) a Person appointed by a Holder in writing as a proxy for a Holder of one or more Notes. The Company, by or pursuant to a resolution of its Board of Directors, may set a record date for purposes of determining the identity of Holders entitled to vote, which record date may be set on a date at least three Business Days prior to the relevant meeting, and thereafter, notwithstanding any other provisions hereof, only Holders of record on such record date will be entitled to so vote or give such consent or revoke such vote or consent.

(b) Meetings of Holders may be ordinary (“Ordinary Meetings”) or extraordinary (“Extraordinary Meetings”). The Company shall inform the Trustee whether any meeting shall be an Ordinary Meeting or an Extraordinary Meeting, which determination the Trustee shall be entitled to conclusively rely upon. Amendments or supplements hereto or to the Notes or waivers of any provision hereof or thereof approved at a meeting of Holders may only be approved at an Extraordinary Meeting (or at a second adjourned Extraordinary Meeting) by the affirmative vote of a majority in aggregate principal amount of the Notes then Outstanding, except as contemplated herein. The Holders of a majority in aggregate principal amount of the Outstanding Notes, on behalf of the Holders of the Notes, may at an Extraordinary Meeting, or by consent of Holders if permitted under Argentine law then in effect, waive any past or present Default or Event of Default and its consequences, except a default in the payment of principal, interest or any amounts due on the Notes or in

 

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respect of a covenant or provision that cannot be modified or amended without the consent of each Holder of outstanding Notes affected thereby, as provided below. The Company and the Trustee may add any provisions to or change in any manner or eliminate any of the provisions of the Indenture or the Notes, with the affirmative vote at a meeting of Holders of Notes, or by consent of Holders if permitted under Argentine law then in effect, in each case of a majority in aggregate principal amount of the Notes then Outstanding; however, none of the modifications, amendments and/or supplements to the Indenture or the Notes requiring the consent of each Holder of the Notes affected thereby, as described in this Article IX may be made at a meeting of Holders of the Notes (or by consent of Holders if permitted by Argentine law then in effect) without the unanimous consent of all such Holders of the outstanding Notes. The persons entitled to vote that represent 60% (in the case of an Extraordinary Meeting) (or 30% in the case of a reconvened adjourned Extraordinary Meeting) or a majority in the case of an Ordinary Meeting (or any person(s) present in the case of a reconvened adjourned Ordinary Meeting) in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum at any such meeting of Holders. No meeting shall be held in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall be adjourned for a period of not less than one hour or more than 30 days, as determined by the chairman of the meeting who shall keep an attendance record. If notice to reconvene any adjourned meeting is not simultaneously given with the notice of the meeting, additional notice shall be given as provided below and published in the Official Gazette of the Republic of Argentina (Boletín Oficial) and in another widely circulated newspaper in Argentina, except that such notice need be published only for three days, not less than eight days prior to the date on which the meeting is scheduled to be reconvened.

(c) At any meeting of Holders, each Holder, or its attorney-in-fact, shall be entitled to cast one vote for each U.S. Dollar of the principal amount of the applicable amount of the Notes that it holds.

(d) Under no circumstance shall the Trustee be obligated or required to (i) appoint, or otherwise act as, chairman of any meeting of the Holders or (ii) attend any meeting of the Holders.

ARTICLE X

MISCELLANEOUS

Section 10.1 Notices.

(a) Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served by the Trustee, any Agent or by the Holders to or on the Company, shall be in writing and shall be sufficient for every purpose hereunder if given or served by facsimile or other electronic transmission or by courier (except as otherwise specifically provided herein) or by mail addressed (until another address of the Company is filed by the Company with the Trustee) to Tarjeta Naranja S.A., La Tablada 451, City of Córdoba, Province of Córdoba,

 

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Argentina, Attention: Susana Bergero or Silvia Santiso. Any notice, agreement, direction, instruction, request, demand or other communication by the Company or any Holder to or upon the Trustee or any Agent shall be in English and in writing and shall be deemed to have been sufficiently given or made, for all purposes, upon actual receipt by the Trustee and if given or made at the Corporate Trust Office of the Trustee or by such Agent by an internationally recognized courier, by mail or by facsimile or other electronic transmission. Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served to or on the Trustee’s Representative in Argentina, shall be sufficient for every purpose hereunder if given by courier (except as otherwise specifically provided herein) or by mail addressed (until another address of the Trustee’s Representative in Argentina is provided to the Trustee and the Company) at Sarmiento 310, C1041AAH, Buenos Aires, Argentina. Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served to or on the Luxembourg Paying Agent shall be in English and in writing and shall be sufficient for every purpose hereunder if given by courier, by facsimile transmission or other electronic transmission or by mail addressed (until another address of the Luxembourg Paying Agent is provided to the Trustee and the Company) to The Bank of New York Mellon SA/NV, Luxembourg Branch, Vertigo Building – Polaris, 2-4 rue Eugène Ruppert, L-2453, Grand Duchy of Luxembourg.

All notices regarding the Notes will be deemed to have been duly given to the Holders of Notes (i) (x) in global form, if given to DTC in accordance with its applicable procedures and (y) in certificated, non-global form, if mailed to the Holder of the Notes at the Holder’s registered address as it appears on the Register maintained by the Registrar, (ii) upon publication in the City of Buenos Aires in the Daily Bulletin of the BASE and in a widely circulated newspaper in Argentina, and (iii) for so long as such Notes are listed on the Luxembourg Stock Exchange and traded on the Euro MTF market, upon publication on the website of the Luxembourg Stock Exchange at www.bourse.lu. It is expected that notices in the City of Buenos Aires will be published in La Nación. The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

(b) Notice of any meeting of Holders of Notes (which shall include the date, place and time of the meeting, the agenda therefor and the requirements for attendance) shall be given not less than 10 nor more than 30 days prior to the date fixed for the meeting and will be published for five Business Days in the Official Gazette of the Republic of Argentina and in another widely circulated newspaper in Argentina, in the Bulletin of the BCBA, in accordance with the delegation of powers of the MERVAL set forth in Resolution No. 17,501 of the CNV (as long as the Notes are listed on the MERVAL), in the Bulletin of the MAE (as long as the Notes are traded on the MAE) and on the website of the Luxembourg Stock Exchange (http://www.bourse.lu) (as long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require) or such other informative systems of the markets in which the Notes are listed as is applicable.

 

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Meetings of Holders may be simultaneously convened for two dates, in the event the initial meeting were to be adjourned for lack of quorum. However, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum will be given not less than eight days prior to the date fixed for such new meeting and will be published for three Business Days in the Official Gazette of Argentina, a newspaper of general circulation in Argentina, the Bulletin of the BCBA (as long as the Notes are listed on the MERVAL), the Bulletin of the MAE (as long as the Notes are listed on the MAE) and on the website of the Luxembourg Stock Exchange (http://www.bourse.lu) (as long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require) or such other informative systems of the markets in which the Notes are listed, as is applicable.

In the event that the Notes are listed on the Euro MTF Market, the MERVAL and the MAE or listed on any other securities exchange, such meetings of Holders and notices thereof will also comply with the applicable rules of the Euro MTF Market, the MERVAL and the MAE or such securities exchange, as applicable.

(c) In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, agreements, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, agreements, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, agreements, directions, reports, notices or other communications or information to the extent in accordance with the terms hereof. Each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, agreements, directions, reports, notices or other communications or information to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, agreements, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

(d) Notices shall be deemed to have been given on the date of delivery, mailing or of publication as aforesaid in this Section 10.1 or, if published on different dates, on the date of the first such publication.

(e) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 10.2 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

 

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(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 10.3 Statements Required in Officers’ Certificate or Opinion of Counsel. Each certificate or opinion, including each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(a) a statement substantially to the effect that the individual making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement substantially to the effect that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

In giving an Opinion of Counsel, counsel may rely as to factual matters on an Officers’ Certificate or on certificates of public officials.

Section 10.4 Rules by Trustee and Agents. The Trustee may make reasonable rules for action by, or a meeting of, Holders. The Agents may make reasonable rules for their functions.

Section 10.5 Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding Business Day, and no interest shall accrue for the intervening period. If a regular Record Date is not a Business Day, the Record Date shall not be affected.

Section 10.6 Governing Law, etc.

(a) THE INDENTURE AND THE NOTES ARE GOVERNED BY, AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE NEGOTIABLE OBLIGATIONS LAW GOVERNS THE REQUIREMENTS FOR THE NOTES TO QUALIFY AS OBLIGACIONES NEGOCIABLES THEREUNDER WHILE SUCH LAW, TOGETHER WITH ARGENTINE GENERAL CORPORATIONS LAW NO. 19,550, AS AMENDED AND SUPPLEMENTED, THE ARGENTINE CAPITAL MARKETS LAW, THE CNV RULES

 

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AND OTHER APPLICABLE ARGENTINE LAWS AND REGULATIONS, GOVERN THE CAPACITY AND CORPORATE AUTHORIZATION OF THE COMPANY TO EXECUTE AND DELIVER THE NOTES, THE AUTHORIZATION OF THE CNV FOR THE PUBLIC OFFERING OF THE NOTES IN ARGENTINA AND CERTAIN MATTERS IN RELATION TO MEETINGS OF HOLDERS.

(b) EACH OF THE PARTIES HERETO AND EACH HOLDER BY ITS ACCEPTANCE OF A NOTE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) Each of the parties hereto:

(i) agrees that any suit, action or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any U.S. federal or New York state court sitting in the Borough of Manhattan, New York City, New York (the “Specified Courts”);

(ii) irrevocably submits to the non-exclusive jurisdiction of the Specified Courts in any suit, action or proceeding,

(iii) waives, to the fullest extent permitted by applicable law, any objection which it may have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum and any right to the jurisdiction of any other courts to which it may be entitled on account of place of residence or domicile, and

(iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding and may be enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment; provided that service of process is effected upon the Company in the manner provided by this Indenture;

provided that the Company agrees that any suit, action, or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the BASE’s Arbitral Tribunal, and any competent court in the place of its corporate domicile.

(d) The Company has appointed CT Corporation System, as its authorized agent (the “Authorized Agent”) upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes which may be instituted in any New York state or U.S. federal court in The City of New York, New York. The Company represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue each such appointment in full force and effect as aforesaid so long as the Notes remain Outstanding. The Company agrees that the appointment of the

 

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Authorized Agent shall be irrevocable so long as any of the Notes remain Outstanding or until the irrevocable appointment by the Company of a successor agent in The City of New York, New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.

(e) To the extent that the Company or any of its properties, assets or revenues may have or hereafter become entitled to, in any jurisdiction in which any Specified Court is vested, or have attributed to the Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or from counterclaim, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, in any Specified Court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of the Company, or any other matter under or arising out of or in connection with, the Notes or this Indenture, the Company irrevocably and unconditionally waives or shall waive such right, and agrees not to plead or claim any such immunity and consent to such relief and enforcement.

(f) Nothing in this Section 10.6 shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law.

Section 10.7 No Recourse Against Others. No past, present or future incorporator, director, officer, employee, shareholder or controlling person, as such, of the Company shall have any liability for any obligations of the Company under the Notes or this Indenture or for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for issuance of the Notes.

Section 10.8 Provisions of Indenture for the Sole Benefit of Parties and Holders. Nothing in this Indenture or in the Notes, express or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Notes, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Notes; provided that under Article 34 of the Negotiable Obligations Law, the Directors and members of the Supervisory Committee shall be jointly and severally liable for damages to the Holders arising from any violation of the Negotiable Obligations Law.

Section 10.9 Successors. All agreements of the Company in this Indenture and the Notes shall bind its respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 10.10 Duplicate and Counterpart Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. This Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement. This Indenture may also be executed in Argentina via the exchange of an offer letter and an acceptance letter, and delivery of such letters shall be effective as delivery of an executed counterpart of this Indenture.

 

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Section 10.11 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.12 Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Company, and any Subsidiary Guarantor, under or in connection with the Notes, this Indenture or such Subsidiary Guarantee. Any amount received or recovered in respect of such obligations in currency other than U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Company, any Subsidiary or otherwise) by the Trustee, an Agent or any Holder of the Notes in respect of any sum expressed to be due to it from the Company, and any Subsidiary Guarantor, shall only constitute a discharge of it under the Notes, this Indenture and the Subsidiary Guarantee only to the extent of the U.S. Dollars amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so), acting reasonably. If that U.S. Dollars amount is less than the U.S. Dollars amount expressed to be due to the recipient under the Notes, this Indenture or the Subsidiary Guarantee, the Company, and any Subsidiary Guarantor, shall indemnify the recipient against any loss sustained by it in making any such purchase. In any event, the Company shall indemnify the recipient against the cost of making any purchase of U.S. Dollars. For the purposes of this Section 10.12, it shall be sufficient for the Trustee, such Agent and/or Holder of a Note to certify in a satisfactory manner that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable) and that the change of the purchase date was needed.

The indemnities of the Company, and any Subsidiary Guarantor, contained in this Section 10.12, to the extent permitted by law: (i) constitute a separate and independent obligation from the other obligations of the Company and the Restricted Subsidiaries under this Indenture and the Notes; (ii) shall give rise to a separate and independent cause of action against the Company; (iii) shall apply irrespective of any indulgence granted by any Holder of the Notes from time to time; (iv) shall continue in full force and effect notwithstanding any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes; and (v) shall survive the termination of this Indenture.

Section 10.13 Foreign Exchange Market.

In the event that any restrictions or prohibition of access to the Argentine foreign exchange market exists, the Company shall seek to pay all amounts payable under the Notes either (i) by purchasing at market price securities of any series of U.S. dollar denominated Argentine sovereign bonds or any other securities or private or public bonds issued in Argentina, and transferring and selling such instruments outside Argentina, or (ii) by means of any other reasonable means permitted by law in Argentina, in each case, on the relevant payment date. All

 

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costs and taxes payable in connection with the procedures referred to in (i) and (ii) above shall be borne by the Company. The Company agrees that, notwithstanding any restriction or prohibition on access to the foreign exchange market (Mercado Único y Libre de Cambios) in Argentina, the Company shall make any and all payments under the Notes and this Indenture in U.S. dollars.

Nothing in the Notes or this Indenture shall impair any of the rights of the Holders of the Notes or the Trustee or justify the Company in refusing to make payments under the Notes and the Indenture in U.S. dollars for any reason whatsoever, including, without limitation, any of the following: (i) the purchase of U.S. dollars in Argentina by any means becoming more onerous or burdensome for the Company than as of the date hereof and (ii) the exchange rate in force in Argentina increasing significantly from that in effect as of the date hereof.

The Company hereby waives the right to invoke any defense of payment impossibility (including any defense under Section 1091 of the Argentine Civil and Commercial Code), impossibility of paying in U.S. dollars (assuming liability for any force majeure or act of God), or similar defenses or principles (including, without limitation, equity or sharing of efforts principles). In addition, the Company acknowledges that Section 765 of the Argentine Civil and Commercial Code is not applicable with respect to any payments to be performed in connection with the Notes and forever and irrevocably waives any right that might assist it to allege that any payments in connection with the Notes could be payable in any currency other than in U.S. Dollars, and therefore hereby waives and renounces to applicability thereof to any payments in connection with the Notes.

Section 10.14 Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

 

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

 

TARJETA NARANJA S.A.
By:    

LOGO

 

  Name:  

TARJETA NARANJA S.A.

SUSANA BERGERO Apoderada

  Title:   Authorized Signatory

 

[Tarjeta Naranja Indenture – Signature Page 1 of 4]


The Bank of New York Mellon

as Trustee, Registrar, Principal Paying

Agent, Calculation Agent and Principal

Transfer Agent

By:  

LOGO

 

  Name:   JAMES BRIGGS
  Title:   VICE PRESIDENT

 

[Tarjeta Naranja Indenture – Signature Page 2 of 4]


Solely for the purposes of accepting the appointment Luxembourg Paying Agent together with the rights, protections and immunities granted to the Trustee under Article VII, which shall apply mutatis mutandis to the Luxembourg Paying Agent:

 

The Bank of New York

Mellon SA/NV, Luxembourg Branch

as Luxembourg Paying Agent

By:  

LOGO

 

Name:   James Briggs
Title:   Attorney-In-Fact

 

[Tarjeta Naranja Indenture – Signature Page 3 of 4]


Banco de Valores S.A., as Representative of the Trustee in Argentina

 

By:  

LOGO

 

      LOGO
Name:   JORGE I. SAEZ       CYNTHIA SILEO
Title:   ATTORNEY-IN-FACT       ATTORNEY IN FACT

 

[Tarjeta Naranja Indenture – Signature Page 4 of 4]


EXHIBIT A

FORM OF NOTE

Pursuant to the Program of Tarjeta Naranja S.A., a corporation (sociedad anónima) formed in Argentina (the “Company”) , established pursuant to shareholders’ meetings of the Company held on July 14, 2005; March 3, 2006; October 31, 2007; April 1, 2011 and March 8, 2012 and a meeting of the Board of Directors of the Company held on September 7, 2005 (authorized pursuant to Resolution No. 15,220 of October 26, 2005; Resolution No. 15,361 of March 23, 2006; Resolution No. 15,785 of November 16, 2007, Resolution 16,319 of April 27,2010, Resolution No. 16,571 of May 24, 2011, Resolution No. 16,822 of May 23, 2012 and Resolution 17,676 of May 21, 2015 of the CNV, the issuance of the Class XXXVII Notes represented hereby has been resolved and approved, pursuant to a resolution of the Board of Directors of the Company dated February 17, 2017, and authorized by the CNV on March 30, 2017.

The Company was organized as a corporation with limited liability (sociedad anónima) under the laws of Argentina on September 1, 1995, and registered with the Public Registry of Commerce of the Province of Córdoba under No. 1363, File No. 5857, Book 24 of 1995, on December 12, 1995, with a duration of 99 years from such registration date, and its registered domicile is at Calle La Tablada 451 (X5000JWC), City of Córdoba, Province of Córdoba, Argentina.

In accordance with Article 3 of the by-laws of the Company, the Company’s corporate purpose is to create, develop, direct, manage, market and operate credit, ATM, debit and related cards, on its own behalf, on behalf of third parties and/or together with third parties. The Company may also invest in other companies rendering services related to the financial industry as permitted by the Central Bank of Argentina. The Company has full power and authority to hold assets (including rights), incur obligations and perform any such acts related to its corporate purpose, to the extent not otherwise prohibited by applicable law or the Company’s bylaws. Amendments to the Company’s corporate purpose must be previously approved by the Financial Institutions Supervisory Authority (Superintendencia de Entidades Financieras y Cambiarias) of the Argentine Central Bank.

The authorized capital of the Company as of December 31, 2016, the date of its most recent financial statements, was AR$24,000 thousand and its shareholders’ equity was AR$3,536,345 thousand.

As of the date hereof, the Company has cancelled in full the classes of notes issued under the program authorized by CNV Resolution No. 14.920 dated November, 7, 2004, in accordance with the following order: Class I on 12/14/2007; Class II on 12/14/2008; Class III on 09/10/2007; Class V on 09/04/2008; Class VII on 07/13/2009; Class VIII on 08/30/2009; Class IX (Series I) on 09/01/2010; Class X on 01/31/2011; Class XI on 06/07/2011; Class IX (Series II) on 08/31/2011; Class XII on 09/12/2011; Class IV on 11/29/2011; Class XIV (Series I) on 03/10/2012; Class XV (Series I) on 08/21/2012; Class XVI (Series I) on 12/19/2012; Class XIV (Series II) on 03/14/2013; Class XVII (Series I) on 04/24/2013; Class XVII (Series II) on 10/24/2013; Class XVIII (Series I) on 05/03/2013; Class XIX (Series I) on 07/27/2013;

 

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Class XVI (Series II) on 12/19/2013; Class XVIII (Series II) on 02/07/2014; Class XIX (Series I) on 07/27/2013; Class XIX (Series II) on 04/30/2014; Class XX (Series I) on 11/07/2013; Class XXII (Series I) on 05/06/2014; Class XX (Series II) on 08/07/2014; Class XXIII (Series I) on 08/29/2014; Class XXI (Series II) on 11/17/2014; Class XXII (Series II) on 02/09/2015; Class XXV (Series I) on 04/30/2015; Class XXIII (Series II) on 06/04/2015; Class XXVI (Series I) on 07/13/2015; Class XXVI (Series II) on 07/11/2016; Class XXVIII (Series I) on 10/19/2015; Class XXIV (Series I) on 08/26/2015; Class XXV (Series II) on 04/30/2016; Class XXVII (Series I) on 10/05/2015; Class XXVII (Series II) on 10/03/2016; Class XIII on 01/28/2017; Class XXIV on 02/26/2017 and Class XXVIII (Series II) on 01/22/2017. The Issuer states that Class VI has not been issued. Furthermore, under the Program, Classes XXIX, XXX, XXXI, XXXII, XXXIII (Series I and II), XXXIV (Series I and II), XXXV (Series I and II) and Class XXXVI (Series I and II) are the only Notes in force, and their maturities dates are 04/27/2017, 06/29/2017, 04/19/2017, 10/20/2017, 10/13/2017, 04/13/2019, 12/29/2017, 06/29/2020, 03/27/2018, 09/27/2020, 06/07/2018 y 12/07/2019, respectively.

 

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THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

Include the following Private Placement Legend on all Restricted Notes:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT, (i) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (ii) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (iii) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (iv) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

IF REQUESTED BY TARJETA NARANJA S.A. OR BY ANY INITIAL PURCHASER SET FORTH IN THE APPLICABLE OFFERING DOCUMENTS, THE TRANSFEREE AGREES TO PROVIDE THE INFORMATION NECESSARY TO DETERMINE WHETHER THE

 

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TRANSFER OF THIS NOTE IS PERMISSIBLE UNDER THE SECURITIES ACT. THIS SECURITY AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATED TO THE RESALE OR TRANSFER OF RESTRICTED NOTES GENERALLY. BY THE ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF SHALL BE DEEMED TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ONLY AT THE OPTION OF TARJETA NARANJA S.A.

 

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FORM OF FACE OF NOTE

TARJETA NARANJA S.A.

FLOATING RATE PESO-LINKED NOTES DUE 2022

 

No. [      ]    Principal Amount                      United States Dollars (U.S.$[             ])

[If the Note is a Global Note include the following two lines:

as revised by the Schedule of Increases and

Decreases in Global Note attached hereto]

 

        [If the Note is a Rule 144A Global Note, insert: CUSIP NO.]
        [If the Note is a Regulation S Global Note, delete the reference to CUSIP NO. and replace it with: ISIN NO.]

Tarjeta Naranja S.A., a corporation (sociedad anónima) formed in Argentina, promises to pay to Cede & Co., the nominee for The Depository Trust Company, or registered assigns, an amount based on the principal sum of          United States Dollars (U.S.$[        ]) [If the Note is a Global Note, add the following, as revised by the Schedule of Increases and Decreases in Global Note attached hereto], on each principal repayment date in accordance with the amortization schedule set forth below. The amount to be paid shall be determined by the Calculation Agent based on the Peso Principal Equivalent Amount of the Notes on the applicable Calculation Date.

Each payment of principal and interest, including Additional Amounts, and any other amounts payable on or in respect of any Note or under the Indenture shall be determined by the Calculation Agent (i) based on the original Peso Equivalent Principal Amount in the case of principal or the then-outstanding Peso Equivalent Principal Amount of the Notes in the case of interest, as applicable and (ii) by translating the relevant Peso amount due into U.S. dollars on the applicable Calculation Date at the Applicable Exchange Rate.

The Company shall pay all amounts in respect of the principal of and interest on the Notes, including any Additional Amounts, in U.S. dollars.

 

Interest Rate:    Badlar Rate plus 3.50%, subject to the Minimum Rate.
Interest Payment Dates:    January 11, April 11, July 11 and October 11 of each year, commencing on July 11, 2017
Principal Payment Dates:    April 11, 2020, 33% of original Peso Equivalent Principal Amount

 

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April 11, 2021, 33% of original Peso Equivalent Principal Amount

 

April 11, 2022, remaining outstanding balance of original Peso

Equivalent Principal Amount.

Regular Record Dates:   

One day prior to each Interest Payment Date (whether or not a Business Day)

 

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

 

TARJETA NARANJA S.A.
By:  

 

  Name:
  Title:
By:  

 

  Name:
  Title:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

The Bank of New York Mellon,

as Trustee, certifies

that this is one of

the Notes referred

to in the Indenture.

 

By:   

 

     Date:   

 

   Authorized Signatory        

 

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FORM OF REVERSE SIDE OF NOTE

 

1. Principal and Interest

Tarjeta Naranja S.A., a corporation (sociedad anónima) formed in Argentina (and its successors and assigns under the Indenture hereinafter referred to, the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.

Interest

The Notes will bear interest from the date of issuance, or from the most recent Interest Payment Date to which interest has been paid or provided for until the principal thereof is paid or made available for payment. The initial interest rate on the Notes for the first Interest Rate Period will be equal to 18.9375% (the Badlar Rate as determined on the first Interest Determination Date, April 6, 2017), plus 3.50%, subject to a minimum interest rate of 15% per annum (the “Minimum Rate”). Thereafter, subject to the Minimum Rate, the interest rate on the Notes for the next following Interest Rate Period will be equal to the Badlar Rate, as determined on the applicable Interest Determination Date, plus 3.50% per annum, as determined by the Calculation Agent. The interest rate on the Notes will be reset quarterly for the following Interest Rate Period on each Interest Payment Date.

The Company shall pay interest semi-annually in arrears on January 11, April 11, July 11 and October 11 of each year, commencing on July 11, 2017 (each, an “Interest Payment Date”). Interest on the Notes will be computed on the basis of a 365 day year and the actual number of days elapsed.

Each interest payment on the Notes will be payable in U.S. dollars in amounts that the Calculation Agent will determine on the Calculation Date (i) based on the then-outstanding Peso Equivalent Principal Amount of the Notes Outstanding and the relevant interest rate, and (ii) by translating the relevant Peso amount into U.S. dollars at the Applicable Exchange Rate.

Interest will be payable to the person in whose name a Note is registered at the close of business on the preceding Record Date, and at Stated Maturity or upon acceleration, redemption or repurchase.

Payments of interest on any Note with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. If the Stated Maturity or an Interest Payment Date for the Notes falls on a day which is not a Business Day, payment of principal (and premium, if any) and interest with respect to such Note will be made on the next succeeding Business Day with the same force and effect as if made on the due date.

The Calculation Agent shall determine the Badlar Rate in accordance with the following provisions:

“Badlar Rate” with respect to any Interest Rate Period, means the simple arithmetic mean of the interest rate for fixed-term deposits of more than AR$1,000,000 for a period of between 30 and 35 days (tasa de interés para depósitos a plazo fijo de más de pesos un millon – BADLAR promedio bancos privados) for private banks in Argentina published by the Central Bank on its website (which at the date hereof, is located at

 

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http://www.bcra.gov.ar/Estadisticas/estprv010001.asp?descri=18&fecha=FechaRef&campo=Bad pripes) (the “Badlar Private Interest Rate”) for each day during the Interest Determination Period. If the Badlar Private Interest Rate ceases to be provided by the Central Bank on any relevant day in an Interest Determination Period, the Calculation Agent shall calculate the Badlar Rate by reference to: (i) the replacement rate of the Badlar Private Interest Rate as reported by the Central Bank for such day and obtained by the Company and notified to the Calculation Agent in writing, (ii) if no replacement rate referred to in (i) above is reported by the Central Bank, the Calculation Agent will calculate the Badlar Rate considering the average of the rates reported for fixed-term deposits of more than AR$1,000,000 for a period of between 30 days and 35 days of the five largest private banks in Argentina for the three Business Days immediately preceding the relevant Interest Determination Date. The Company will obtain such rates from the banks and deliver them to the Calculation Agent. In order to select the five largest private banks, the Company will use the latest report available on available deposits published by the Central Bank.

“Interest Determination Date” means the second Business Day prior to the relevant Interest Payment Date.

“Interest Determination Period” means the three Business Days prior to the relevant Interest Determination Date.

“Interest Rate Period” means the period beginning on, and including, an Interest

Payment Date and ending on, but excluding, the next succeeding Interest Payment Date.

Subject to the foregoing, the Calculation Agent shall, as soon as practicable after 10:00 a.m. (New York City time) on the Interest Determination Date, determine the applicable Badlar Rate and calculate the aggregate amount of interest payable for the next following Interest Rate Period, and will promptly notify the Company and the Trustee of the amount of such payment.

Principal

The Company shall pay the percentage of original Peso Equivalent Principal Amount on each Principal Payment Date (in U.S. dollars converted from Pesos at the Applicable Exchange Rate on the relevant Calculation Date) to the Person in whose name a Note is registered at the close of business on the preceding Record Date as set forth below:

 

     Percentage of Original Peso
     Equivalent Principal

Scheduled Payment Date

   Amount Payable

April 11, 2020

   33.33%

April 11, 2021

   33.33%

April 11, 2022

   Remaining outstanding principal

balance

“Peso Equivalent Principal Amount” means the amount in Argentine Pesos equal to the aggregate principal amount of Notes then outstanding multiplied by the Initial Exchange Rate (initially, AR$3,845,700,000).

 

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The Company shall pay the principal amount of the Notes in U.S. dollars in amounts that the Calculation Agent will determine (i) based on the original Peso Equivalent Principal Amount (AR$3,845,700,000) and (ii) by converting the relevant Peso amount into U.S. dollars at the Applicable Exchange Rate on the relevant Calculation Date.

The Company shall pay interest (including Post-Petition Interest in any proceeding under any Bankruptcy Law) on overdue principal and, to the extent such payments are lawful, interest on overdue installments of interest (“Defaulted Interest”) without regard to any applicable grace periods at the interest rate shown on this Note, as provided in the Indenture.

All payments made by the Company in respect of the Notes shall be made free and clear of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges imposed or levied by or on behalf of any jurisdiction where the Company is incorporated or resident for tax purposes or from or through which any payment in respect of the Notes is made by the Paying Agent or the Company, or any political subdivision thereof (a “Relevant Jurisdiction”), or any taxing authority of a Relevant Jurisdiction, unless such withholding or deduction is required by law or by the interpretation or administration thereof. In that event, the Company shall pay to each Holder of the Notes Additional Amounts as provided in the Indenture subject to the limitations set forth in the Indenture.

Currency of Payment

The principal, interest, Additional Amounts and any other amounts payable on or in respect of any Note or under the Indenture will be payable in U.S. dollars. The amount of each payment of principal and interest, Additional Amounts and any other amounts due in respect of the Notes will be determined by the Calculation Agent (i) based on the outstanding Peso Equivalent Principal Amount of the Notes, as applicable, and (ii) by converting the relevant Peso amount into U.S. dollars on the applicable Calculation Date at the Applicable Exchange Rate. The Company will pay all amounts in respect of the principal of and interest on the Notes, including any Additional Amounts, in U.S. dollars, as calculated by the Calculation Agent pursuant to the terms hereof. As long as the Notes are outstanding, the Company will maintain a Calculation Agent for determining the Applicable Exchange Rate and the amounts payable on each Calculation Date, the interest rate and the amounts payable on each Interest Determination Date. The Calculation Agent will notify the Trustee and the Holders of the Notes of the Applicable Exchange Rate and the amount in U.S. dollars to be paid in respect of each US$1,000 outstanding on each Calculation Date.

Each determination of the Calculation Agent will, in the absence of manifest error, be conclusive for all purposes and binding on the Company and the Holders of the Notes.

Payments of the principal, interest, including Additional Amounts, and any other amounts on or in respect of any Global Note shall be made outside Argentina to DTC, in accordance with DTC’s procedures, or its nominee (or any successor thereof) as the registered owner thereof (or any successor thereto). None of the Company, the Trustee, nor any Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial interests. Neither the Trustee nor any Agent shall have any obligation to, or liability for, converting or otherwise exchanging Argentine Pesos into U.S. dollars in order for the Company to make the payments on the Notes.

 

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“Calculation Date” means the second Business Day preceding each scheduled interest or principal payment date or any other date on which principal, interest or any other amounts shall become payable as a result of an acceleration of the maturity of the Notes or otherwise.

“Applicable Exchange Rate” is the average of the Peso/Dollar exchange rate published by the Central Bank through the Communication “A” 3,500 (as amended by any successive regulation) for the three Business Days prior to the relevant Calculation Date, on its website (which at the date of the Indenture, is located at http://www.bcra.gob.ar/PublicacionesEstadisticas/Tipos_de_cambios.asp and the English translation is located at http://www.bcra.gov.ar/PublicacionesEstadisticas/Principales_variables_datos_i.asp?descri=20& fecha=Fecha_Ref&campo=Tip_Camb_Ref)), as calculated by the Calculation Agent. If the exchange rate published by the Central Bank through Communication “A” 3,500 (or any successor regulation) is not available, the Applicable Exchange Rate will be the average of the Peso/Dollar exchange selling rate quoted, for the three Business Days prior to the relevant Calculation Date, to the Company and delivered to the Calculation Agent in writing, by the three private banks in Argentina with the largest volume of foreign exchange transactions published by the Central Bank on its website (which at the date hereof, is located at http://www.bcra.gob.ar/Pdfs/Estadisticas/Ranking.xls ).

 

2. Method of Payment

Prior to 11:00 a.m. (New York City time) on the Business Day prior to the date on which any principal of or interest on any Note is due and payable, the Company shall irrevocably deposit with the Trustee or the Principal Paying Agent money sufficient to pay such principal and/or interest. The Company shall pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the Record Date preceding the Interest Payment Date even if Notes are canceled, repurchased or redeemed after the Record Date and on or before the relevant Interest Payment Date; provided that (i) if and to the extent the Company shall default in the payment of the interest (including Additional Amounts) due on such interest payment date for such Note, such defaulted interest (including Additional Amounts) shall be paid to the Persons in whose names such Note is registered at the close of business on a special record date (which shall be not less than 15 days prior to the date of payment of such Defaulted Interest) established by notice given by or on behalf of the Company to the Holders of Notes not less than 15 days preceding such Special Record Date and (ii) interest payable at Stated Maturity or upon acceleration will be payable to the person to whom principal shall be payable. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and interest in U.S. Dollars.

Payments in respect of Notes represented by a Global Note (including principal and interest) shall be made by the transfer of immediately available funds to the accounts specified by DTC. None of the Company, the Trustee or any Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the Global Notes or for maintaining, supervising or reviewing any records relating to

 

A-11


such beneficial interests. The Company shall make all payments in respect of a Certificated Note (including principal and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of at least U.S.$1,000,000 aggregate principal amount of Certificated Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Principal Paying Agent to such effect designating such account at least 10 Business Days prior to the relevant payment date.

 

3. Agents

Initially, The Bank of New York Mellon (the “Trustee”) shall act as Trustee, Principal Paying Agent, Calculation Agent, Registrar and Principal Transfer Agent, Banco de Valores, S.A. shall act as representative of the Trustee in Argentina, and The Bank of New York Mellon SA/NV, Luxembourg Branch shall act as Luxembourg paying agent. The Company may appoint and change any Paying Agent, Registrar or Calculation Agent without notice to any Holder. The Company may act as Agent.

 

4. Indenture

The Company originally issued the Notes under an Indenture, dated as of April 11, 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Trustee, Banco de Valores, S.A., as representative of the Trustee in Argentina and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Luxembourg paying agent. The terms of the Notes include those stated in the Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended or supplemented from time to time.

The Notes are senior unsecured obligations of the Company. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Additional Notes. All Notes shall be treated as a single class of securities under the Indenture.

The Indenture imposes certain limitations, subject to certain exceptions, on, among other things, the ability of the Company and its Subsidiaries to Incur Indebtedness, make Restricted Payments, incur Liens, make Asset Dispositions, enter into transactions with Affiliates, or consolidate or merge or transfer or convey all or substantially all of the Company’s assets.

 

5. Optional Redemption

(a) Optional Redemption Upon Tax Event. The Notes may be redeemed at the Company’s election, as a whole, but not in part, by the giving of notice as provided in the Indenture, at a price in U.S. dollars equal to the outstanding principal amount thereof, together with any Additional Amounts and accrued and unpaid interest to the Redemption Date (in each

 

A-12


case based on the Peso Equivalent Principal Amount of the Notes Outstanding and converted from Pesos to U.S. dollars at the Applicable Exchange Rate on the relevant Calculation Date), if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, or any change in the official application, administration or interpretation of such laws, regulations, or rulings in a Relevant Taxing Jurisdiction, the Company has or will become obligated to pay Additional Amounts on the Notes, if such change or amendment is announced on or after the Closing Date and such obligation cannot be avoided by the Company taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts, were a payment in respect of the Notes then due.

Notice of any redemption will be given at least 30 days but not more than 90 days before the Redemption Date to each Holder of Notes to be redeemed.

Prior to the giving of notice of redemption of such Notes pursuant to the Indenture, the Company will deliver to the Trustee an Officers’ Certificate and a written opinion of recognized counsel in the applicable Relevant Taxing Jurisdiction, independent of the Company, to the effect that all governmental approvals necessary for the Company to effect such redemption have been or at the time of redemption will be obtained and in full force and effect and that the Company is entitled to effect such a redemption pursuant to the Indenture, and setting forth, in reasonable detail, the circumstances giving rise to such right of redemption.

Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes.

(b) Optional Redemption Procedures. Once notice of redemption is sent to the Holders, Notes called for redemption become due and payable at the redemption price on the redemption date, and, commencing on the Redemption Date, Notes redeemed will cease to accrue interest if the redemption price is paid in full.

Notice of any redemption shall be given in accordance with Article V of the Indenture.

Notes called for redemption shall become due on the date fixed for redemption. The Company shall pay the redemption price for any Note together with accrued and unpaid interest thereon to but excluding the date of redemption. On and after the Redemption Date, interest shall cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. Upon redemption of any Notes by the Company, such redeemed Notes shall be cancelled.    

 

6. Mandatory Repurchase Provisions

(a) Change Of Control Offer. Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require that the Company purchase all or a portion (in integral multiples of U.S.$1,000, provided that the principal amount of such Holder’s Note will not be less than U.S.$1,000) of the Holder’s Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, and Additional Amounts, if any,

 

A-13


through the date of purchase. Within 45 days following the date upon which the Change of Control occurred, the Company must make a Change of Control Offer pursuant to a Change of Control Notice. As more fully described in the Indenture, the Change of Control Notice shall state, among other things, the Change of Control Payment Date, which must be no earlier than 30 days nor later than 60 days from the date the notice is given, other than as may be required by applicable law.

(b) Asset Sale Offer. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to make Asset Dispositions. In the event the proceeds from a permitted Asset Disposition exceed certain amounts and are not applied as specified in the Indenture, the Company shall be required to make an Asset Sale Offer to purchase to the extent of such remaining proceeds each Holder’s Notes together with holders of certain other Indebtedness at 100% of the principal of and accrued and unpaid interest (if any) to the Asset Sale Offer Payment Date, as more fully set forth in the Indenture.

 

7. Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons, and only in minimum denominations of US$1,000 and integral multiples thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee. The Registrar need not register the transfer of or exchange (i) any Notes subject to redemption for a period beginning 15 days before the giving of a notice of Notes to be redeemed and ending on the date of such notice or (ii) any Notes for a period beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date.

 

8. Persons Deemed Owners

The registered Holder of this Note shall be treated as the owner of it for all purposes.

 

9. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or applicable Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

 

10. Discharge Prior to Redemption or Maturity

Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Notes to redemption or maturity, as the case may be.

 

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11. Amendment, Waiver

(a) Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may, among other things, amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency; to provide for the assumption by a successor Person of the obligations of the Company under the Indenture; to secure the Notes; to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; to add an Event of Default for the benefit of the Holders; to conform the text of the Indenture or the Notes with the description thereof set forth in the “Description of the Notes” section of the Pricing Supplement and Offering Memorandum; to comply with any requirement of the SEC in connection with the qualification of the Indenture under the U.S. Trust Indenture Act of 1939, as amended; to evidence the replacement of the Trustee as provided for under the Indenture; or to make any other amendment, modification or supplement not adverse to the Holders in any respect.

(b) Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then Outstanding Notes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended or supplemented without the written consent of each Outstanding Note) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. However, without the consent of each Holder affected thereby, no amendment may, among other things, reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; make any Notes payable in money other than that stated in the Notes; make any change in the provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on the Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Outstanding Notes to waive Defaults or Events of Default; amend, change or modify in any material respect any obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer with respect to any Asset Disposition that has been consummated; make any change in the Additional Amounts provisions of the Indenture that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable taxes; or make any change to the provisions of the Indenture or the Notes that adversely affects the ranking of the Notes; provided, that a change to Section 3.10 or Section 3.13 of the Indenture shall not adversely affect the ranking of the Notes.

 

12. Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default, which shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default.

 

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Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

 

13. Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee and the Agents under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

 

14. No Recourse Against Others

No past, present or future incorporator, director, officer, employee, shareholder or controlling person, as such, of the Company, shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.    

 

15. Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

 

16. Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

 

17. CUSIP or ISIN Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP or ISIN numbers to be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

 

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18. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York provided that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Company, and matters relating to the legal requirements necessary in order for the Notes to qualify as “negotiable obligations” under Argentine law, shall be governed by the Negotiable Obligations Law and any other applicable Argentine laws and regulations.

 

19. Currency of Account; Conversion of Currency.

U.S. Dollars are the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes or the Indenture. The Company shall indemnify the Holders as provided in respect of the conversion of currency relating to the Notes and the Indenture.

 

20. Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

The parties to the Indenture have agreed that any suit, action or proceeding arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of New York, New York; provided that the Company agrees that proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the arbitration tribunal of the stock exchange, market or body in which the Notes are listed, and any competent court in the place of its corporate domicile. The parties to the Indenture have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Company has appointed CT Corporation System, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in The City of New York, New York. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, in any jurisdiction in which any Specified Court is vested, or have attributed to the Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or from counterclaim, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any Specified Court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of the Company, or any other matter under or arising out of or in connection with, the Notes or the Indenture, to the fullest extent permitted by applicable law, the Company irrevocably and unconditionally waives or will waive such right, and agrees not to plead or claim any such immunity and consents to such relief and enforcement; provided that, if the Argentine courts determine that any of the Company’s properties located in Argentina is necessary for the provision of an essential public service, such property might not be subject to attachment, whether preliminarily or in aid of execution.

 

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Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law.

The Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to:

Tarjeta Naranja S.A.

La Tablada 451

City of Córdoba,

Province of Córdoba, Argentina

Attention: Susana Bergero or Silvia Santiso

 

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

 

  (I) or (we) assign and transfer this Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s Social Security or Tax I.D. Number)

and irrevocably appoint                      to transfer this Note on the books of the Company. The agent may substitute another to act for him.

 

Date:                             

  

Your Signature:                                                                                                                   

  

(Sign exactly as your name appears on the other side of this Note.)

 

Signature Guarantee:                                                                  
                                  (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

 

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[To be attached to Global Notes only]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

 

Decrease or Increase

  

Amount of

decrease in

Principal Amount

of this Global

Note

  

Amount of

increase in

Principal Amount

of this Global

Note

  

Principal Amount

of this Global

Note following

such decrease or

increase

  

Signature of

authorized

signatory of

Trustee or Note

Custodian

 

A-20


OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 3.7 or Section 3.11 of the Indenture, check either box:

 

  
Section 3.7    Section 3.11

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.7 or Section 3.11 of the Indenture, state the principal amount (which must be in amounts of US$1,000 or in an integral multiple thereof) that you want to have purchased by the Company: U.S.$

 

Date:                                Your Signature                                                                                                                   
  (Sign exactly as your name appears on the other side of the Note)
Tax Identification No.:                                                                  
Signature Guarantee:                                                                                          
                                       (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

 

A-21


EXHIBIT B

FORM OF CERTIFICATE FOR TRANSFER TO QIB

            [Date]

            [CUSIP                                         ]

            [ISIN                                             ]

            [Common Code                            ]

The Bank of New York Mellon

101 Barclay Street, Floor 7 East

New York, New York 10286

 

  Re: Floating Rate Peso-Linked Senior Notes due 2022
     of Tarjeta Naranja S.A. (the “Company”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of April 11, 2017 (as amended and supplemented from time to time, the “Indenture”), among the Company, The Bank of New York Mellon, as trustee, registrar, principal paying agent, calculation agent and principal transfer agent (the “Trustee”), Banco de Valores, S.A., as representative of the Trustee in Argentina, and The Bank of New York Mellon SA/NV, Luxembourg Branch as Luxembourg paying agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture.

This letter relates to U.S.$                 aggregate principal amount of the Company’s Floating Rate Peso-Linked Senior Notes due 2022 (the “Notes”) [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note (CUSIP: P89610 AX0 ; ISIN: USP89610AX09 )] beneficially owned by the undersigned (the “Transferor”) to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Global Note (CUSIP: 876155 AB8 ; ISIN: US876155AB86 ).

In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (“Rule 144A”), to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction.

 

B-1


You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

 

    Very truly yours,
    [Name of Transferor]
    By:                                                                 
                                                                          
    Authorized Signature

 

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EXHIBIT C

FORM OF CERTIFICATE FOR TRANSFER

PURSUANT TO REGULATION S

            [Date]

            [CUSIP                                       ]

            [ISIN                                          ]

            [Common Code                        ]

The Bank of New York Mellon

101 Barclay Street, Floor 7 East

New York, New York 10286

 

  Re: Floating Rate Peso-Linked Senior Notes due 2022
     of Tarjeta Naranja S.A. (the “Company”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of April 11, 2017 (as amended and supplemented from time to time, the “Indenture”), among the Company, The Bank of New York Mellon, as trustee, registrar, principal paying agent, calculation agent and principal transfer agent (the “Trustee”), Banco de Valores, S.A., as representative of the Trustee in Argentina and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Luxembourg paying agent and listing agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture and/or in Regulation S (as defined below), as applicable.

This letter relates to U.S.$         aggregate principal amount of the Company’s Floating Rate Peso-Linked Senior Notes due 2022 (the “Notes”) [in the case of a transfer of an interest in a Rule 144A Global Note: , which represent an interest in a Rule 144A Global Note (CUSIP: 876155 AB8 ; ISIN: US876155AB86)] beneficially owned by the undersigned (“the Transferor”) to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Regulation S Global Note (CUSIP: P89610 AX0 ; ISIN: USP89610AX09 ). In connection with such request and such Notes, the Transferor does hereby confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor represents that:

(a) the offer of the Notes was not made to a person in the United States;

(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on

 

C-1


or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

(d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(e) the Transferor is the beneficial owner of the principal amount of Notes being transferred.

In addition, if the sale is made during a Distribution Compliance Period and the provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S are applicable thereto, the Transferor confirms that such sale has been made in accordance with the applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case may be.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

 

  Very truly yours,
  [Name of Transferor]
  By:                                                                 
                                                                          
  Authorized Signature

 

C-2


EXHIBIT D

FORM OF CERTIFICATE FOR TRANSFER

PURSUANT TO RULE 144

            [Date]

            [CUSIP                                         ]

            [ISIN                                            ]

            [Common Code                          ]

The Bank of New York Mellon

101 Barclay Street, Floor 7 East

New York, New York 10286

 

  Re: Floating Rate Peso-Linked Senior Notes due 2022
     of Tarjeta Naranja S.A. (the “Company”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of April 11, 2017 (as amended and supplemented from time to time, the “Indenture”), among the Company, The Bank of New York Mellon, as trustee, registrar, principal paying agent, calculation agent and principal transfer agent (the “Trustee”), Banco de Valores, S.A., as representative of the Trustee in Argentina and The Bank of New York Mellon SA/NV, Luxembourg Branch as Luxembourg paying agent and listing agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture.

This letter relates to US$        aggregate principal amount of the Company’s Floating Rate Peso-Linked Senior Notes due 2022 (the “Notes”) [in the case of a transfer of an interest in a Rule 144A Global Note: , which represent an interest in a Rule 144A Global Note] beneficially owned by the undersigned (“Transferor”). The Transferor confirms that the sale of such Notes has been effected pursuant to and in accordance with Rule 144 under the Securities Act.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

 

 

Very truly yours,

 

[Name of Transferor]

 

By:                                                                  

 

                                                                         

 

Authorized Signature

 

D-1


EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE

FOR SUBSIDIARY GUARANTEE

This Supplemental Indenture, dated as of [                    ] (this “Supplemental Indenture”), among [name of Restricted Subsidiary], a [                    ] [corporation] [limited liability company] (the “Subsidiary Guarantor”), Tarjeta Naranja S.A., a sociedad anónima organized and existing under the laws of Argentina and The Bank of New York Mellon, as Trustee.

W I T N E S S E T H:

WHEREAS, the Company and the Trustee, among other parties, have heretofore executed and delivered an Indenture, dated as of April 11, 2017 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of the Floating Rate Peso-Linked Senior Notes due 2022 of the Company (the “Notes”);

WHEREAS, pursuant to Section 3.12 of the Indenture, the Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to certain Indebtedness of the Company or any other Restricted Subsidiary of the Company, or to incur certain Indebtedness unless, in any such case such Restricted Subsidiary executes and delivers to the Trustee a Subsidiary Guarantee pursuant to which such Restricted Subsidiary shall unconditionally guarantee, jointly and severally with any other Subsidiary Guarantors’, the Company’s full and prompt payment of the Obligations (as defined in the Indenture) in respect of the Indenture and the Notes; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Subsidiary Guarantor and the Company are authorized to execute and deliver this Supplemental Indenture to supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Defined Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

 

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ARTICLE 2

AGREEMENT TO BE BOUND; GUARANTEE

Section 2.1 Agreement to be Bound. The Subsidiary Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Subsidiary Guarantor hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.

Section 2.2 Subsidiary Guarantee. The Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be modified in any manner, extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Supplemental Indenture notwithstanding any modification, extension or renewal of any Obligation. The Subsidiary Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Subsidiary Guarantee.

The Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by the Trustee or any Holder to any security held for payment of the Obligations.

The obligations of the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity.

The Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by the Trustee or any Holder upon the bankruptcy or reorganization of the Company or otherwise.

 

E-2


In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee and the Holders an amount equal to the sum of:

(a) the unpaid amount of such Obligations then due and owing; and

(b) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law).

The Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantor, on the one hand, and the Trustee and the Holders, on the other hand:

(c) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and

(d) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of its Subsidiary Guarantee.

Section 2.3 Waivers. The Subsidiary Guarantor hereby waives (to the fullest extent permitted by applicable law) presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Notes or the Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be affected by (i) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of the Trustee or any Holder to exercise any right or remedy against any other Subsidiary Guarantor, if any; or (vi) any change in the ownership of the Company.

The Subsidiary Guarantor further expressly waives irrevocably and unconditionally:

(a) Any right it may have to first require the Trustee or any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce or complete the enforcement of any other rights or security (or apply as payment on such security) or claim, or complete any claim for, payment from the Company or any other Person (including any other Subsidiary Guarantor or any other guarantor) before claiming from it under this Supplemental Indenture;

 

E-3


(b) Any right to which it may be entitled to have the assets of the Company or any other Person (including any other Subsidiary Guarantor or any other guarantor) first be used, applied or depleted as payment of the Company’s or the Subsidiary Guarantors’ obligations under the Indenture, prior to any amount being claimed from or paid by any of the Subsidiary Guarantors (if any) thereunder;

(c) Any right to which it may be entitled to have claims hereunder divided between the Subsidiary Guarantor or between any Subsidiary Guarantor and the Company; and

(d) Any rights and benefits set forth in the following provisions of Argentine law: Articles 1582, 1584, 1585, 1586, 1587 (other than with respect to defenses or motions based on documented payment (pago), reduction (quita), extension (espera) or release or remission (remisión), 1578, 1589, 1592, 1595, 1596, 1597 and 1598 of the Argentine Civil and Commercial Code. [TO BE INCLUDED FOR ANY ARGENTINE SUBSIDIARY GUARANTOR]

Section 2.4 Limitation on Liability; Termination, Release and Discharge.

(a) The obligations of the Subsidiary Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of the Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor (if any) in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under its Subsidiary Guarantee, result in the Obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law.

(b) The Subsidiary Guarantor shall be released and relieved of its obligations under its Subsidiary Guarantee in the event that:

(i) there is a sale or other disposition of Capital Stock of the Subsidiary Guarantor or all or substantially all of the assets of the Subsidiary Guarantor are sold or otherwise disposed of (including by way of merger or consolidation), following which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary (other than a Receivables Subsidiary) of the Company;

(ii) the Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the Indenture;

(iii) there is a Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.1 of the Indenture; or

(iv) the Indebtedness, the Incurrence of which gave rise to such Restricted Subsidiary’s obligation to provide the Subsidiary Guarantee, has been repaid in full or otherwise discharged or is no longer in excess of the threshold contemplated above.

 

E-4


provided that such transaction is carried out pursuant to, and in accordance with, the applicable provisions of the Indenture.

Section 2.5 Right of Contribution. The Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount, based on the net assets of each Subsidiary Guarantor determined in accordance with the relevant Argentine accounting standard. The provisions of this Section 2.5 shall in no respect limit the obligations and liabilities of each Subsidiary Guarantor to the Trustee and the Holders and each Subsidiary Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Section 2.6 No Subrogation. The Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full in cash of all Obligations. If any amount shall be paid to the Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full in cash, such amount shall be held by the Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of the Subsidiary Guarantor, and shall, forthwith upon receipt by the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by the Subsidiary Guarantor (duly endorsed by the Subsidiary Guarantor to the Trustee, if required), to be applied against the Obligations.

ARTICLE 3

MISCELLANEOUS

Section 3.1 Notices. Any notice or communication delivered to the Company under the provisions of the Indenture shall constitute notice to the Subsidiary Guarantor.

Section 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.3 Governing Law, etc. This Supplemental Indenture shall be governed by the provisions set forth in Section 10.6 of the Indenture.

Section 3.4 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.5 Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or any Subsidiary Guarantee.

 

E-5


Section 3.6 Duplicate and Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. One signed copy is enough to prove this Supplemental Indenture. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement.

Section 3.7 Headings. The headings of the Articles and Sections in this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 3.8 The Trustee. The recitals in this Supplemental Indenture are made by the Company and the Subsidiary Guarantor only and not by the Trustee, and all of the provisions contained in the Indenture in respect of the rights, privileges, immunities, indemnities, powers and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like effect as if set forth herein in full. The Trustee represents that it is duly authorized to execute and deliver this Supplemental Indenture and perform its obligations hereunder.

 

E-6


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

TARJETA NARANJA S.A.
      By:  
      Name:  
      Title:  
[NAME OF SUBSIDIARY GUARANTOR],
      as Subsidiary Guarantor
      By:  
      Name:  
      Title:  
THE BANK OF NEW YORK MELLON

as Trustee

      By:  
      Name:  
      Title:  

 

E-7


EXHIBIT F

FORM OF GUARANTEE TO BE ANNEXED TO THE NOTES

GUARANTEE

OF

[SUBSIDIARY GUARANTOR]

For value received, [name of Subsidiary Guarantor] (including any successor Person under the Indenture (the “Indenture”) referred to in the Note to which this Guarantee is annexed, the “Subsidiary Guarantor”) hereby unconditionally guarantees, on a senior unsecured basis (such guarantee being referred to herein as the “Subsidiary Guarantee”):

(1) the full and punctual payment of the principal of and interest (including any Additional Amounts) on such Note when and as the same shall become due and payable, whether at Stated Maturity, upon declaration of acceleration or redemption or otherwise, all in accordance with and subject to the terms of such Note and of the Supplemental Indenture, dated as of the date hereof, to the Indenture to which the Subsidiary Guarantor is a party (the “Supplemental Indenture”), and all other amounts payable by the Company under the Indenture; and

(2) in case of the failure of the Company punctually to make any such payment, the Subsidiary Guarantor hereby agrees to pay or cause such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon declaration of acceleration or redemption or otherwise, and as if such payment were made by the Company.

This Subsidiary Guarantee shall be effective in accordance with the provisions of the Supplemental Indenture and its terms shall be evidenced therein. All terms used in this Subsidiary Guarantee that are defined in the Indenture or the Supplemental Indenture shall have the meanings assigned to them therein.

The obligations under this Subsidiary Guarantee are, to the extent and in the manner provided in the Supplemental Indenture and the Indenture, equal in right of payment with all other existing and future senior unsecured obligations of the Subsidiary Guarantor, subject to certain statutory preferences under applicable law.

No director, officer, employee, direct or indirect shareholder or incorporator, as such, of the Subsidiary Guarantor shall have any liability for any obligations of the Subsidiary Guarantor under this Subsidiary Guarantee or for any claim based on, in respect or by reason of such obligations or its creation.

This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes to which this Subsidiary Guarantee is annexed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.

This Subsidiary Guarantee shall be governed by, and construed in accordance with, the law of the State of New York; provided that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Company, and matters relating to the legal

 

F-1


requirements necessary in order for the Notes to qualify as “negotiable obligations” under Argentine law, shall be governed by the Negotiable Obligations Law and any other applicable Argentine laws and regulations.

 

F-2


[NAME OF SUBSIDIARY GUARANTOR]
By:  
Name:  
Title:  

 

F-3

EX-11.2 4 d553951dex112.htm EX-11.2 EX-11.2

Exhibit 11.2

REPORT ON THE CODE ON CORPORATE GOVERNANCE

The Board of Directors of Grupo Financiero Galicia S.A. (hereinafter “Grupo Financiero Galicia”) complies, in every relevant respect, with the recommendations included in the Code on Corporate Governance as Schedule IV to Title IV of the amended regulations issued by the National Securities Commission (Text amended in 2013). The aforementioned is in accordance with what stems from the following “Response Structure” table.

As a general introduction, it should be noted that, since its beginning, Grupo Financiero Galicia has constantly shown respect for the rights of its shareholders, reliability and accuracy in the information provided, transparency as to its policies and decisions, and caution with regard to the disclosure of strategic business issues. Moreover, it should be said that all resolutions from the corporate bodies have been adopted pursuant to Grupo Financiero Galicia S.A.’s corporate interest.

RESPONSE STRUCTURE – SCHEDULE IV

REPORT ON THE DEGREE OF COMPLIANCE WITH THE CODE ON CORPORATE GOVERNANCE

 

    

Compliance

  

Non

compliance

(1)

  

Report (2) or Explain (3)

  

Total

(1)

  

Partial

(1)

     
PRINCIPLE I. MAKE THE RELATIONSHIP TRANSPARENT AMONG THE ISSUER, THE GROUP HEADED THEREBY AND/OR OF WHICH IT IS A MEMBER AND ITS RELATED PARTIES

Recommendation I.1:

 

Ensure the disclosure by the Management Body of the policies applicable to the Issuer’s relationship with the group headed thereby and/or of which it is a member and its related parties.

 

Please answer if:

 

The Issuer has an internal rule or policy for the authorization of transactions among related parties pursuant to Section 73 of Act No. 17811, transactions carried out with shareholders and members of the management bodies, first-line managers and syndics and/or members of the Oversight Committee, within the environment of the economic group headed thereby and/or of which it is a member. Specify the main guidelines of the internal rule or policy.

   X         

Pursuant to the provisions of Section 72 of the Capital Markets Law, every act or contract the company carries out or else enters into with a related party that involves a significant amount shall be subject to previous consideration by the Audit Committee, which shall issue a grounded opinion and shall determine whether its terms are reasonably appropriate with regard to ordinary and customary market conditions.

 

The term to issue such opinion is 5 (five) calendar days. If the Board of Directors deems it necessary, it can request the opinion be issued by independent audit firms. In case the Audit Committee or else the independent audit firm believes the transaction conditions are not considered reasonably appropriate with regard to the market, under consideration by the Board of Directors, the transaction shall be subject to the prior approval by the Shareholders’ Meeting. If the transaction conditions are considered reasonably appropriate with regard to ordinary and customary market conditions, the Board of Directors submits the issue for its approval and discloses the decision in minutes, indicating each Director’s vote. The report of the Audit Committee and, if applicable, the reports of independent audit firms, are made available for the consideration of shareholders at the Company’s registered office, on the next business day after the corresponding decision of the Board of Directors has been adopted. This is informed to shareholders through the Financial Information Highway (AIF as per its initials in Spanish) of the National Securities Commission and the Market’s Gazette.

 

1


Recommendation I.2:

 

Ensure the existence of mechanisms that would prevent conflicts of interests.

 

Please answer if:

 

Notwithstanding the regulations in force, the Issuer has clear policies and specific procedures for the identification, management and solving of conflicts of interest that could arise among the members of the Management Body, first-line managers and syndics and/or members of the Oversight Committee regarding their relationship with the Issuer or individuals related thereto.

 

Describe the most significant aspects thereof.

   X         

Since it is a holding company, whose activity involves managing its equity investments, assets and resources, it has a limited personnel structure, what eases the identification, control and solving of possible conflicts of interest.

 

In this regard, Grupo Financiero Galicia’s Code of Ethics sets forth that all the Company’s employees are responsible for avoiding acting on behalf of the Company in situations where the employee and/or a close relative has any kind of personal interest, and/or using the Company name improperly, and/or accepting any kind of favors from any individual or entity with which Grupo Financiero Galicia at present has or will have in the future a business relationship, and/or taking personal advantage from any business opportunity in which Grupo Financiero Galicia was involved, and/or providing any of Grupo Financiero Galicia’s competitors with any kind of assistance for the benefit of its commercial activity. In the event any conflict of interest arises due to employment reasons or of any other kind, the Company’s employees shall immediately report the situation to the person in charge of the Audit Committee. Company’s employees shall not perform business or professional activities at the same time as and similar to those ones carried out for Grupo Financiero Galicia, which in any way may compete with any of the Company’s businesses. Those Company’s employees who have any influence on Grupo Financiero Galicia’s business decisions, or any such employee’s close relative shall not have a significant financial interest; for example, as a shareholder or administrator, in any of Grupo Financiero Galicia’s suppliers, without the prior written consent by the Company’s Board of Directors. In the event any employee or such employee’s close relative has any significant financial interest in any of Grupo Financiero Galicia’s competitors, such employee shall report the situation to the person in charge of the Audit Committee. Company’s executive officers, managers, professionals and technicians who have undertaken any activity other than the one performed at Grupo Financiero Galicia shall fully inform about said activity to the person in charge of the Audit Committee. Company’s employees shall not carry out civic or political activities during business hours that may cause any conflict of interests, since this may be understood as Grupo Financiero Galicia’s participation in such activities. Pursuant to what is set forth in its rules and regulations, the Audit Committee shall intervene in cases of transactions where there are or may be conflicts of interests regarding members of the Company’s governing bodies or controlling shareholders and, if applicable pursuant to the regulations in force, shall submit the market the pertinent information in due time.

 

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Recommendation I.3:

 

Prevent the misuse of inside information.

 

Please answer if:

 

Notwithstanding the regulations in force, the Issuer has policies and mechanisms that prevent the misuse of inside information by the members of the Management Body, first-line managers and syndics and/or members of the Oversight Committee, controlling shareholders or shareholders that have a material influence on the Issuer, professionals that take part and the rest of the individuals mentioned in Sections 7 and 33 of Decree No. 677/01.

 

Describe the most significant aspects thereof.

   X         

Grupo Financiero Galicia has staff in charge of Investor Relations, and the individuals who perform this function are in no case authorized to provide information that may place the person who requests such information in a privileged or advantageous position in comparison to the other shareholders or investors.

 

In this regard, the Code of Ethics provides for that no accounting information that has not been already disclosed to the public as regards Grupo Financiero Galicia or its affiliates shall be released without the prior written approval by Grupo Financiero Galicia’s Chief Financial and Accounting Officer. Also, employees are not allowed to inform or use confidential information obtained while he/she works for Grupo Financiero Galicia for his/her own benefit or for third parties’ benefit, such as trading Grupo Financiero Galicia’s securities or securities of its potential commercial associates. Customers of Grupo Financiero Galicia’s related companies rely on the fact that their personal information was exclusively obtained with commercial purposes. Consequently, employees shall adopt the necessary measures to ensure confidentiality, integrity and availability of such data and information. This comprises identification of such data that have to be protected, adequate levels of protection for such data, and access to such protected data only by those people who must use them to perform their functions. Any employee who has any information due to his/her position or activity with respect to a Company’s performance or businesses subject to a public offering of securities, which has not been disclosed to the market and that may affect in any way such securities’ price, or that may affect trading transactions and negotiation of such securities, shall be strictly reserved about that information. Grupo Financiero Galicia’s employees or those people hired by Grupo Financiero Galicia, such as the cases of external audit or consulting services, shall refrain from using confidential information for their own benefit or for third parties’ benefit. Any employee shall be responsible for managing carefully access passwords, and under no circumstance he/she is allowed to inform them. Furthermore, employees shall refrain from informing confidential information to another person who then acquires or sells Grupo Financiero Galicia’s securities, including put or call options on such securities and/or trading securities from any other Company whose value could be affected by Grupo Financiero Galicia’s measures that have not been released to the public yet, as well as put or call options on such securities.

           

 

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PRINCIPLE II. LAY THE BASIS FOR A SOUND MANAGEMENT AND SUPERVISION OF THE ISSUER

Recommendation II. 1:

 

Ensure that the Management Body assumes the management and supervision of the Issuer and its strategic orientation.

 

Please answer if:

           
II.1.1 The Management Body approves:    X          With regard to the requirements, we inform the following:
II.1.1.1 The strategic or business plan, as well as the annual management goals and budgets;    X          The Board of Directors approves the annual budget and monitors compliance therewith. Furthermore, in its capacity as a holding company, Grupo Financiero Galicia receives the business plans of the controlled companies and prepares a consolidated business plan taking into consideration the goals set, the business condition and the budgets submitted.
II.1.1.2 The policy on investments (in financial assets and capital goods), and financing;    X          The policy on investments (in financial assets and capital goods) and financing is approved by the Board of Directors.
II.1.1.3 The policy on corporate governance (compliance with the Code on Corporate Governance);    X          Grupo Financiero Galicia monitors the application of the corporate governance policies provided for by the regulations in force through the Audit Committee and the Disclosure Committee. There also exist matrices specially designed for the verification of certain aspects such as internal controls, independence of directors and regulatory updating.
II.1.1.4 Policy to select, assess and compensate first-line managers;    X          The policy to select, assess and compensate first-line managers is defined and approved by the Board of Directors.
II.1.1.5 Policy to assign responsibilities to first-line managers;    X          The policy to assign responsibilities to first-line managers is approved and monitored by the Board of Directors, which sets the guidelines thereof.
II.1.1.6 Monitoring of succession plans of first-line managers;    X          The monitoring of succession plans of first-line managers is the responsibility of the Board of Directors. Taking into consideration the limited personnel structure of the Issuer, such plans are drawn up on an individual basis.
II.1.1.7 Policy on corporate social responsibility;    X          The policies on corporate social responsibility are defined and carried out by each of the operating companies.
II.1.1.8 Policy on comprehensive risk management and internal control, and fraud prevention;    X          The policies on risk management control, as well as any other which purpose is to monitor internal information and control systems, are defined within the framework of each of the affiliated operating companies. Nonetheless, and in addition to that, the Audit Committee and the Disclosure Committee monitor the actions taken by the main controlled companies.

II.1.1.9 Policy on ongoing training for the members of the Management Body and first-class managers.

 

If the Company has these policies, describe the most significant aspects thereof.

   X          Training of directors and managers, obviously to an extent that cannot be compared to what is required in the case of operating companies, is carried out pursuant to what the Board of Directors deems necessary.

 

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II.1.2 If deemed important, include other policies applied by the Management Body that have not been mentioned before, and specify the main aspects thereof.                                                                                   
II.1.3 The Issuer has a policy intended for ensuring the availability of material information for the Management Body’s decision-making, and a direct consultation way for managerial staff, in a symmetric manner for all of its members (executive, external and independent) and in advance, that allows the appropriate analysis of its contents. Specify.    X          The material information for the Board of Directors’ decision-making is put at the disposal of all of its members for their consideration, in advance for the detailed analysis thereof, with changes in the term pursuant to the scope and complexity of such information. The Managing Director and the Chief Financial and Accounting Officer are at the disposal of the directors to answer questions related to the duties assigned to them, or else to the reports prepared by them. They even take part in the meetings convened by directors in order to answer questions that could be raised when dealing with issues they are responsible for.
II.1.4 Matters submitted for the Management Body’s consideration are accompanied by an analysis of the risks associated with the decisions that could be adopted, taking into consideration the business risk level considered acceptable by the Issuer. Specify.    X          The Board of Directors fully complies with the requirement of having updated policies on risk control and management, in line with the best practices. The tasks related to risk information and internal control of each of the controlled companies are defined and carried out, rigorously, in each of them. This is particularly strict in the main controlled company, Banco Galicia, where the requirements to be complied with are stringent as it is a financial institution regulated by the Argentine Central Bank. Apart from the applicable domestic regulations, Grupo Financiero Galicia, in its capacity as a listed company on the markets of the United States of America, complies with the certification of its internal controls pursuant to Section 404 of the Sarbanes Oxley Act (SOX). Corporate risk management is monitored by the Audit Committee, which as well gathers and analyzes the information submitted by the main controlled companies.

Recommendation II.2:

 

Ensure an effective business management control.

 

Please answer if:

 

The Management Body verifies:

           
II.2.1 Compliance with the annual budget and business plan;    X          The Board of Directors approves the annual budget and monitors compliance therewith. Furthermore, in its capacity as a holding company, Grupo Financiero Galicia receives the business plans of the controlled companies and prepares a consolidated business plan taking into consideration the goals set, the business condition and the budgets submitted.
II.2.2 The first-line managers’ performance and their    X          The Board of Directors strictly complies with the verification of the implementation of strategies and

 

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compliance with the goals assigned to them (the level of intended profits versus the level of profits achieved, financial rating, accounting reporting quality, market share, etc.).

 

Describe the most significant aspects of the Issuer’s Management Control policy, providing details of the methods used and the frequency of the monitoring carried out by the Management Body.

            policies, and of compliance with the budget and operations plan, apart from monitoring, on a monthly basis, the divisions in all the aspects provided for in the regulations.

 

Recommendation II.3:

 

Report the Management Body’s performance evaluation process and the related impact.

 

Please answer if:

           
II.3.1 Each member of the Management Body complies with the Corporate Bylaws and, as the case may be, with the Regulations governing the Management Body’s operation. Specify the main guidelines set out in the Regulations. State the degree of compliance with the Corporate Bylaws and Regulations.            X                  Grupo Financiero Galicia’s directors strictly comply with the duties and responsibilities imposed on them by the Corporate Bylaws. In addition, all resolutions from the Board of Directors are adopted pursuant to the Issuer’s corporate interest.
II.3.2 The Management Body discloses the results of its performance considering the goals set at the beginning of the period, so that the shareholders may assess the degree of compliance with such goals, which contemplate both financial and non-financial aspects. Furthermore, the Management Body submits a diagnosis about the degree of compliance with the policies mentioned in Recommendation II, points II.1.1.and II.1.2. Specify the main aspects of the assessment made by the General Shareholders’ Meeting about the Management Body’s degree of compliance with the goals set and the policies mentioned in Recommendation II, points II.1.1 and II.1.2, stating the    X          Pursuant to the legal structure of corporations in Argentina, the Board of Directors can only explain its performance in order that other bodies are able to assess it (the Supervisory Syndics’ Committee or the Oversight Committee as bodies in charge of supervising the corporate management, or else the Shareholders’ Meeting, senior body with power to decide on the issue). This is such in Argentine law that the General Corporations Law expressly prohibits in Section 241 that directors who are shareholders take part in the voting regarding their performance and responsibility. For that reason, Grupo Financiero Galicia’s Board of Directors provides thorough explanations in its Annual Report and answers all the questions asked at the Shareholders’ Meeting, but it refrains from expressing an opinion on its performance in any form whatsoever. The assessment is conducted by shareholders at the Shareholders’ Meeting, taking as well into consideration the informed opinion of the Supervisory Syndics’ Committee (Grupo Financiero Galicia does not have an Oversight Committee).

 

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date of the Shareholders’ Meeting where such assessment was submitted.            

Recommendation II.4:

 

That the number of external and independent members represents a significant proportion in the Issuer’s Management Body.

 

Please answer if:

           
II.4.1 The proportion of executive, external and independent members (the latter defined by the regulations of this Commission) of the Management Body corresponds with the Issuer’s capital structure. Specify.    X          Grupo Financiero Galicia complies with the appropriate standards regarding total number of directors, as well as number of independent directors. Its bylaws provide for the flexibility necessary to adapt the number of members to the possible variation of the conditions in which the company carries out its activities. Generally, there are between three and nine directors, as determined by the Shareholders’ Meeting in each opportunity. The Shareholders’ Meeting can also appoint alternate directors up to a maximum that shall be equal to the number of regular directors appointed. In order to guarantee the continuous performance of its corporate business, the Board of Directors can be renewed partially, as long as the number of candidates proposed is enough so that shareholders may exercise their cumulative voting right. The drawing-up of the corresponding bylaws has been adopted in recent years, after careful studies had been carried out for the good performance of the body.

II.4.2 During the current year, through a General Shareholders’ Meeting, the shareholders agreed on a policy aimed at having a proportion of at least 20% of independent members of total members of the Management Body.

 

Describe the most significant aspects of such policy and of any shareholders’ agreement that allows understanding how the members of the Management Body are appointed and during which term. State whether the independence of the members of the Management Body has been challenged during the year and whether there have been abstentions due to conflicts of interests.

   X          The policy on the appointment of directors, both independent and not independent, is the responsibility of the Shareholders’ Meeting. Grupo Financiero Galicia’s Board of Directors does not take part in such decisions as its members have no decision-making power at the Shareholders’ Meeting. At Shareholders’ Meetings, the one who proposes the appointment of candidates for directors (the same happens with syndics) tells whether candidates are for one or the other category. At present, of the nine directors that form the Board of Directors, seven are not independent and two are independent. With regard to the independence of the members of the Board of Directors, no challenges have taken place during the last year.

 

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Recommendation II.5:

 

Agree on the existence of standards and procedures inherent to the selection and proposal of members of the Management Body and first-line managers.

 

Please answer if:

           
II.5.1 The Issuer has an Appointment Committee:                                       

Grupo Financiero Galicia understands that, within the framework of the legal structure in Argentina and market reality, it is not appropriate to create such a committee with the duties mentioned in this item. It should be noted that, unlike other legislations, under Argentine law the Shareholders’ Meeting has the exclusive power to appoint directors. Therefore, the recommendations regarding such a Committee would not be binding and could be even abstract.

 

With regard to the appointment of first-line managers, the Board of Directors considers it is not convenient to create an Appointment Committee due to the reduced size of the company, as was mentioned before.

II.5.1.1 Made up of at least three members of the Management Body, mostly independent ones;                                                                                 
II.5.1.2 Chaired by an independent member of the Management Body;                                                                                 
II.5.1.3 That has members who prove to have adequate skills and experience in human resources policies-related matters;                                                                                 
II.5.1.4 That meets at least twice a year;                                                                                 
II.5.1.5 Whose decisions are not necessarily binding for the General Shareholders’ Meeting, but for consultation purposes as regards the appointment of the members of the Management Body.                                                                                 
II.5.2 If there is an Appointment Committee, it:                                                                                 
II.5.2.1. Verifies the annual review and assessment of its regulations and suggests to the Management Body the modifications necessary for its approval;                                                                                 
II.5.2.2 Suggests the development of criteria (skills, experience, professional and ethical reputation, among others) for the appointment of new members of the Management Body and first-line managers;                                                                                 

 

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II.5.2.3 Identifies candidates for members of the Management Body to be proposed by the Committee to the General Shareholders’ Meeting;                                                                                 
II.5.2.4 Suggests members of the Management Body that shall take part in the different committees of the Management Body pursuant to their background;                                                                                 
II.5.2.5 Recommends that the Board of Directors’ Chairman is not also the Issuer’s Chief Executive Officer;                                                                                 
II.5.2.6 Ensures the availability of resumes of the members of the Management Body and first-class managers on the Issuer’s website, where the duration of the members of the Management Body’s office is specified;                                                                                 
II.5.2.7 Verifies the existence of a succession plan of the Management Body and of first-line managers.                                                                                 
II.5.3 If considered important, include policies implemented by the Issuer’s Appointment Committee that have not been mentioned in the preceding point.                                                                                 

Recommendation II.6:

 

Assess whether it is advisable for members of the Management Body and/or syndics and/or members of the Oversight Committee to perform duties at several Issuers.

 

Please answer if:

 

The Issuer sets a limit for the members of the Management Body and/or syndics and/or members of the Oversight Committee with regard to the performance of duties at other institutions that do not belong to the economic group headed by the Issuer and/or of which it is a member. Specify such limit and describe whether any violation to such limit took place during the year.

   X          The Board of Directors is required to analyze whether it is convenient that directors and/or syndics perform duties at other institutions, or else it is irrelevant. This issue has been analyzed by Grupo Financiero Galicia repeatedly. Due to the fact that directors do not carry out full-time duties, and it is enriching that they be acquainted with the Board dynamics in other companies; limiting the number of institutions where they can be members of the Board of Directors is not deemed convenient.

 

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Recommendation II.7:

 

Ensure the training and development of members of the Management Body and first-line managers of the Issuer.

 

Please answer if:

           

II.7.1 The Issuer has ongoing Training Programs related to the existing needs of the Issuer for the members of the Management Body and first-line managers, which include matters about their roles and responsibilities, the comprehensive business risk management, specific business knowledge and the related regulations, the dynamics of corporate governance and corporate social responsibility matters. In the case of the members of the Audit Committee, international accounting, auditing and internal control standards, as well as specific capital market regulations.

Describe the programs carried out during the year and the degree of compliance therewith.

   X          As regards this item, the Board of Directors shall establish an ongoing training program for its members and for the management officers. Grupo Financiero Galicia, as an exclusively holding company, does not need to implement and have such a program as operating companies do. Notwithstanding the foregoing, the Board of Directors analyzes the specific needs on the issue.
II.7.2 The Issuer, through other means not mentioned in II.7.1, encourages the members of the Management Body and first-line managers to be constantly trained so as to supplement their education level, thus adding value to the Issuer. State how this is done.                                        The Issuer has no other alternative means to encourage members of the Board of Directors and first-line managers to be trained, as it does not deem it necessary.
PRINCIPLE III. GUARANTEE AN EFFECTIVE POLICY TO IDENTIFY, ASSESS, MANAGE AND DISCLOSE THE BUSINESS RISK

Recommendation III:

 

The Management Body shall have a policy on the comprehensive business risk management and monitors its appropriate implementation.

 

Please answer if:

           
III.1 The Issuer has policies on comprehensive business risk (on compliance with strategic, operating, financial, accounting reporting, laws and regulations goals, among others). Describe the most significant aspects thereof.    X          The Board of Directors fully complies with the requirement of having updated policies on risk control and management, in line with the best practices.

 

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III.2 There is a Risk Management Committee inside the Management Body or General Division. Report on the existence of manuals of procedures and detail the main risk factors that are specific to the Issuer or its activity and the mitigation actions implemented. If there is not such a Committee, the risk management supervision role performed by the Audit Committee shall be described. Also, specify the degree of interaction between the Management Body or its committees and the Issuer’s General Division in relation to the comprehensive business risk management.    X         

The tasks related to risk information and internal control of each of the controlled companies are defined and carried out, rigorously, in each of them. This is particularly strict in the main controlled company, Banco de Galicia y Buenos Aires S.A., where the requirements to be complied with are stringent as it is a financial institution regulated by the Argentine Central Bank. Corporate risk management is monitored by the Audit Committee, which as well gathers and analyzes the information submitted by the main controlled companies.

 

The Audit Committee also supervises the divisions with regard to all aspects related to risk management.

III.3 There is an independent function within the Issuer’s General Division that implements the comprehensive risk management policies (Risk Management Officer function or equivalent one). Specify.    X          Grupo Financiero Galicia’s Managing Director implements the risk management policies established by the Board of Directors, under the supervision of the Audit Committee.
III.4 Comprehensive risk management policies are permanently updated according to authoritative recommendations and methodologies in the field. State which.    X          Apart from the applicable domestic regulations, Grupo Financiero Galicia, in its capacity as a listed company on the markets of the United States of America, complies with the certification of its internal controls pursuant to Section 404 of the Sarbanes Oxley Act (SOX).
III.5 The Management Body reports the results of monitoring the risk management performed jointly with the General Division in the financial statements and the Annual Report. Specify the main aspects of the above disclosures.    X          Grupo Financiero Galicia’s Board of Directors reports, through a note to its consolidated financial statements, the tasks carried out to monitor risk management. The main aspects dealt with are the following: financial risks, liquidity, currency risk, interest rate risk, market risk, cross border risk, transfer risk, exposure to the non-financial public sector, credit risk, operational risk, securitization risk, concentration risk, reputational risk, strategic risk and risk regarding asset laundering, terrorism financing and other illegal activities.

 

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PRINCIPLE IV. SAFEGUARD THE INTEGRITY OF FINANCIAL INFORMATION WITH INDEPENDENT AUDITS

 

Recommendation IV:

 

Ensure the independence and transparency of the duties the Audit Committee and the External Auditor are entrusted with.

 

Please answer if:

           
IV.1 The Management Body, when appointing the members of the Audit Committee, considering that most of them shall be independent, assesses whether it is advisable to be chaired by an independent member.    X          The Audit Committee is formed by three directors, of which two of them are independent directors. The Committee is chaired by an independent director.
IV.2 There is an internal audit function that reports to the Audit Committee or the Management Body’s Chairperson and that is responsible for assessing the internal control system. State whether the Audit Committee or the Management Body annually assesses the performance of the internal audit area and the degree of independence of its professional work, understanding as such that the professionals in charge of such function are independent from the other operating areas and meet independence requirements with respect to the controlling shareholders or related entities that have a material influence on the Issuer. Also specify whether the internal audit function performs its work in conformity with the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors (IIA).    X         

The Audit Committee conducts an annual assessment of the plans and performance of internal auditors, outsourced from Banco Galicia, through the analysis of their Methodology and Annual Work Plan, meetings and reports issued.

 

In addition, it assesses the internal controls currently in force at the Company and its main subsidiaries, and also it observes the requirements set forth in Section 404 of the U.S. Sarbanes-Oxley Act, — and the related administrative/accounting system — through the analysis of the reports issued by both internal and external auditors and the Supervisory Syndics’ Committee, the analysis of the Company’s compliance with the certifications required by Sections 302 and 906 of the U.S. Sarbanes-Oxley Act, performed by the Company’s Disclosure Committee, as well as the interviews and clarifications made by the subsidiaries’ officers.

IV.3 The members of the Audit Committee annually assess the suitability, independence and performance of the External Auditors appointed by the Shareholders’ Meeting. Describe the significant aspects of the procedures used to perform the assessment.    X          The Audit Committee carries out an annual assessment of the independence, work plans and performance of external auditors, through the analysis of the different services rendered, the reports issued, interviews carried out, correspondence sent and received and reading of the documentation requested by the Committee. Additionally, and in compliance with the provisions set forth in the regulations in force, the Audit Committee annually files with the National Securities Commission a report on the Board of Directors’ proposals for the appointment of external auditors and the compensation for directors, for each fiscal year.
IV.4 The Issuer has a policy on the turnover of the members of the Supervisory Committee and/or the                                        As regards syndics, the conclusion of the analysis is that such rotation is neither useful nor convenient, mainly due to the complexity of businesses to be controlled and the lengthy period

 

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External Auditor, and, in the case of the latter, if turnover includes the external audit form or only natural persons.             of time it would take a person acting as syndic for the first time to start to understand such businesses. In connection with External Auditors, the following are applicable: Capital Markets Law, the amended regulations of the National Securities Commission (Text amended in 2013), the regulations applicable to external auditors’ firms of issuing companies registered in the United States of America (Securities Exchange Act of 1934, Section 10-A, Paragraph j. on “Audit Partner Rotation”; Sarbanes-Oxley Act of 2002, Title II, Section 203. “Audit Partner Rotation”; and the Code of Federal Regulations, Title 17, Chapter II, Section 210.2-01, paragraph (c)(6) of the Securities and Exchange Commission), and the best practices existing in the area.

 

PRINCIPLE V. RESPECT THE SHAREHOLDERS’ RIGHTS

Recommendation V.1:

 

Ensure that the shareholders have access to the Issuer’s information.

 

Please answer if:

   X          One of the issues related to Grupo Financiero Galicia S.A.‘s policy on the transparency of information submitted to shareholders is that, apart from Grupo Financiero Galicia’s managers and executives, officers from all the companies that form the holding group, particularly Banco de Galicia y Buenos Aires, attend the Shareholders’ Meetings, with the purpose of answering questions that may be raised by shareholders.
V.1.1 The Management Body fosters periodic informative meetings with the shareholders, which take place at the same time with the presentation of the interim financial statements. Specify stating the number and frequency of meetings held in the course of the year.    X          Grupo Financiero Galicia presents its financial statements to the National Securities Commission, the Buenos Aires Stock Exchange, the Córdoba Stock Exchange, MAE, Nasdaq and the U.S. Securities and Exchange Commission. In addition, financial statements are published on the Company’s website, where shareholders may subscribe to the “E-Mail Alerts” system, which allows them to be updated through e-mail regarding all publications of financial statements, documents and significant events. Informative meetings are held every time an investor, or a group of investors, so requires.
V.1.2 The Issuer has mechanisms for reporting to investors and a specialized area to answer inquiries. It also has a website, which may be accessed by shareholders and other investors and which allows an access channel for them to establish contact between them. Specify.    X         

Grupo Financiero Galicia has staff in charge of Investor Relations. This department holds meetings and carries out conference calls with shareholders and holders of other securities, in which a director or senior officer participates. This department is also available to answer any questions from shareholders and investors. It is important to point out that the individuals who perform this function are in no case authorized to provide information that may place the person who requests such information in a privileged or advantageous position in comparison to the other shareholders or investors.

 

In addition, the company has its own website (www.gfgsa.com) at the disposal of its shareholders. This website can be freely accessed and is permanently updated. This website is in line with the regulations in force; and legal, accounting, statutory and regulatory information required is available for the public. The website also has a channel for queries.

Recommendation V.2:

 

Encourage the active participation of all shareholders.

           

 

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Please answer if:

 

V.2.1 The Management Body takes measures to encourage the participation of all the shareholders at the General Shareholders’ Meetings. Specify by differentiating the measures required by law from those voluntarily offered by the Issuer to its shareholders.

   X         

In order to invite shareholders to the General Shareholders’ Meetings, the company makes publications at the Official Gazette, La Nación newspaper, the Buenos Aires Stock Exchange, Mercado Abierto Electrónico (MAE), Cordoba Stock Exchange, the National Securities Commission, Nasdaq and the U.S. Securities and Exchange Commission.

In this regard, it seems it is not necessary to offer additional incentives aimed at promoting attendance to Shareholders’ Meetings, because during recent years attendance has been approximately 85% of the capital stock, percentage considered a very significant participation for a public company.

V.2.2. The General Shareholders’ Meeting has Regulations to govern its operations, which ensure that the information is available well in advance for decision-making. Describe the main guidelines thereof.                                        Grupo Financiero Galicia believes the availability of information for decision-making at Shareholders’ Meetings, on the part of shareholders, is duly regulated by the General Corporations Law, the Capital Markets Law and the regulations set forth by the National Securities Commission.
V.2.3 The mechanisms implemented by the Issuer are applicable so that the minority shareholders propose matters to be discussed at the General Shareholders’ Meeting, in conformity with the provisions set out in effective regulations. Specify the results.    X          Since its creation, Grupo Financiero Galicia has constantly shown respect for the rights of shareholders. That is why General Shareholders’ Meetings are convened and held in strict compliance with the procedures set forth by the General Corporations Law, the Capital Markets Law, the regulations set forth by the National Securities Commission, the regulations of the stock exchanges on which its shares are listed and the Corporate Bylaws. The procedure for minority shareholders to exercise their right to include items in the agenda at Shareholders’ Meetings is regulated within such legal and statutory framework. Furthermore, the company is controlled by representatives of the National Securities Commission and the stock exchanges, which verify whether the call for Shareholders’ Meetings and the holding thereof are carried out appropriately.
V.2.4 The Issuer has policies to encourage the participation of the most significant shareholders, such as institutional investors. Specify.                                        Grupo Financiero Galicia has no policies to encourage the participation of institutional shareholders, since it believes they are not necessary. The percentage of attendance and participation has been very high during the last years.
V.2.5 At the Shareholders’ Meetings, where members of the Management Body are proposed, the following is informed prior to voting: (i) each candidate’s position regarding whether to adopt or not a Code on Corporate Governance; and (ii) the grounds for such position.                                        The Code on Corporate Governance is discussed and approved by Grupo Financiero Galicia’s Board of Directors, for its inclusion in the Annual Report for each fiscal year. Consequently, its members agree with its contents and ratify such adherence expressly, through the approval recorded in minutes. To date, there have not been cases in which a director of the company adopted a position different and/or contrary to the adoption of the Code.

Recommendation V.3:

 

Ensure the principle of equity between share and vote.

 

Please answer if:

 

The Issuer has a policy that promotes the principle of equity between share and vote. State how the composition of outstanding shares has been changing during the last three years.

   X          Grupo Financiero Galicia has a capital stock of $ 1,426,764,597, divided into two classes of book-entry shares, Class “A” shares, with a face value of $ 1 each and entitled to 5 votes per share, and Class “B” shares, with a face value of $ 1 each and entitled to 1 vote per share. In agreement with the regulations set forth by the Law and by the Bylaws, each class of shares grants the holders thereof the same rights.

 

14


Recommendation V.4:

 

Establish mechanisms of protection for all shareholders against takeovers.

 

Please answer if:

 

The Issuer adheres to the system for the mandatory acquisition of shares in a public offering. Otherwise, specify whether there are other alternative systems, provided for by the Bylaws, such as tag along or others.

                                       Once Capital Markets Law No. 26831 has become effective, Grupo Financiero Galicia S.A. has been comprised in the public offering system for acquisition and the system of residual equity interests.

Recommendation V.5:

 

Increase the percentage of outstanding shares on capital.

 

Please answer if:

 

The Issuer has a dispersed share ownership of at least 20% for its ordinary shares. Otherwise, the Issuer has a policy for the increase of its dispersed share ownership in the market.

 

State which is the Issuer’s percentage of dispersed share ownership as a percentage of capital stock and how it has changed during the last three years.

                                       Grupo Financiero Galicia has a capital stock of $ 1,426,764,597, divided into two classes of book-entry shares, Class “A” shares, with a face value of $ 1 each and entitled to 5 votes per share, and Class “B” shares, with a face value of $ 1 each and entitled to 1 vote per share. In agreement with the regulations set forth by the Law and by the Bylaws, each class of shares grants the holders thereof the same rights. The company’s equity structure is made up of 19.71% Class “A” shares, 35.75% Class “B” shares and 44.54% ADRs (certificates of deposit of Class “B” shares). Furthermore, something worth noting is that Class “B” shares are authorized to be listed on the Buenos Aires Stock Exchange, Córdoba Stock Exchange, Mercado Abierto Electrónico (MAE) and Nasdaq of the United States of America (through ADRs).

Recommendation V.6:

 

Ensure that there is a transparent policy on dividends.

 

Please answer if:

           
V.6.1 The Issuer has a policy on the distribution of dividends provided in the Corporate Bylaws and approved by the Shareholders’ Meeting. Such policy establishes the conditions to distribute cash dividends or shares. If there is such a policy, state the criteria, frequency and conditions that shall be met for the payment of dividends.    X          Grupo Financiero Galicia’s policy for the distribution of dividends envisages, among other factors, the obligatory nature of establishing a legal reserve, the company’s financial condition and its indebtedness, the business requirements of affiliated companies, the regulations they are subject to and, mainly, that the profits recorded in the financial statements are, to a great extent, income from holdings and not realized and liquid profits, a requirement of Section 68 of the General Corporations Law so that it is possible to distribute them as dividends. The proposal to distribute dividends arising from such analysis has to be approved at the Shareholders’ Meeting that discusses the Financial Statements corresponding to each fiscal year.

V.6.2 The Issuer has documented processes to prepare the proposal for allocation of the Issuer’s Unappropriated Retained Earnings that result in legal, statutory and voluntary reserves, carry forwards to new fiscal year and/or payment of dividends.

Specify those processes and detail the Minutes of the General Shareholders’ Meeting whereby the distribution of dividends (in cash or shares) was or was not approved, if this is not provided in the Corporate Bylaws.

   X          In the Annual Report to the Financial Statements, Grupo Financiero Galicia’s Board of Directors informs shareholders about the balances corresponding to Capital, Capital Adjustment and Premium for Trading of Shares in Own Portfolio, and makes a proposal for the distribution of profits, where the amount allocated to the distribution of dividends in cash is indicated.

 

15


PRINCIPLE VI. KEEP A DIRECT AND RESPONSIBLE RELATION WITH THE COMMUNITY

 

Recommendation VI:

 

Provide the community with the disclosure of matters relating to the Issuer and a channel of direct communication with the Company.

 

Please answer if:

 

           
VI.1 The Issuer has an updated website of public access, which does not only furnish material information of the Company (Corporate Bylaws, group, members of the Management Body, financial statements, Annual Report, among others), but it also gathers inquiries of users in general.    X          As informed in Principle V, Recommendation 1.2, the Company has its own website (www.gfgsa.com) at the disposal of its shareholders. This website can be freely accessed and is permanently updated. This website is in line with the regulations in force; and legal, accounting, statutory and regulatory information is available for the public. Furthermore, it has a channel of direct communication with the Company, where any interested party can raise its concerns, which are received and dealt with by Grupo Financiero Galicia.
VI.2 The Issuer issues an annual Corporate Social Responsibility Report, which is verified by an independent External Auditor. If any, state the legal or geographic scope or coverage thereof and where it is available. Specify the standards or initiatives adopted to carry out its policy on corporate social responsibility (Global Reporting Initiative and/or the Global United Nations Compact, ISO 26000, SA8000, Development Goals for the Millennium, SGE 21-Foretica, AA 1000, Equator Principles, among others).                                       

Grupo Financiero Galicia has a reduced structure since it is a holding company of a group, which main asset is the controlling equity interest in Banco de Galicia, which currently represents 100% of Banco Galicia’s capital stock. Banco Galicia conceives sustainability as a critical content of the business strategy. Therefore, work is performed to reconcile positive economic results with the responsibility for efficiently managing the social and environmental impact caused by the Bank’s operations. This business vision is shared with all the companies that are part of Grupo Financiero Galicia, jointly working to achieve sustainable development.

 

Through the Sustainability Report, Grupo Financiero Galicia informs the Bank’s significant economic, social and environmental performance and of its main subsidiaries, as well as the challenges the Company must face to carry out a sustainability strategy integrated into its business. The Report is prepared following different international guidelines, such as, the IBASE Social Balance Sheet, the AA1000SES Accountability Standard, ISO 26000 Standard on Social Responsibility, the communication on progress (COP) requirement with the commitment to the ten principles of the United Nations Global Compact and the Global Reporting Initiative (“GRI”) Guidelines with the Financial Services Sector Supplement, pursuant to the “In accordance” comprehensive option requirements, assured by PwC Argentina. Furthermore, GRI performed an assurance on the GRI Content Index Service and the SDG Mapping. Additionally, the 17 Sustainable Development Goals are taken into consideration, an integrated set of worldwide sustainable priorities by 2030, launched at the 2015 United Nations Summit.

 

Since 2007, the Bank has adhered to the Equator Principles and since 2011, to the Financial Initiative of the United Nations Environment Program (UNEP-FI).

 

16


PRINCIPLE VII. COMPENSATE FAIRLY AND RESPONSIBLY

Recommendation VII:

 

Establish clear policies on the compensation of the members of the Management Body and first-line managers, with special focus on establishing conventional or statutory limitations based on the existence or non-existence of profits.

 

Please answer if:

 

           
VII.1 The Issuer has a Compensation Committee:                                        Grupo Financiero Galicia has no Compensation Committee, and the Board of Directors considers it is not convenient to create one due to the reduced size of the company. Due to its nature, such a committee is common in big organizations.
VII.1.1 Made up of at least three members of the Management Body, mostly independent ones;                                                                                 
VII.1.2 Chaired by an independent member of the Management Body;                                                                                 
VII.1.3 That has members who prove to have adequate skills and experience in human resources policies-related matters;                                                                                 
VII.1.4 That meets at least twice a year;                                                                                 
VII.1.5 Whose decisions are not necessarily binding for the General Shareholders’ Meeting or for the Oversight Committee, but for consultation purposes as regards the compensation of the members of the Management Body.                                                                                 
VII.2 If there is a Compensation Committee, it:                                                                                 
VII.2.1 Ensures the existence of a clear relation between performance of the key members of staff and their fixed compensation and variable compensation, taking into consideration the risks undertaken and the management thereof;                                                                                 
VII.2.2 Controls that the variable portion of the compensation of the members of the Management Body and first-line managers is related to the Issuer’s mid- and long-term performance;                                                                                 
VII.2.3 Reviews the competitive position of the Issuer’s policies and practices regarding                                                                                 

 

17


compensation and benefits of comparable companies, and suggests changes in case they are necessary;            
VII.2.4 Defines and communicates the policy on retention, promotion, layoff and suspension of key members of staff;                                                                                 
VII.2.5 Informs the guidelines to determine the retirement plans of members of the Management Body and first-line managers of the Issuer;                                                                                 
VII.2.6 Regularly informs the Management Body and the Shareholders’ Meeting about the measures taken and matters analyzed at its meetings,                                                                                 
VII.2.7 Ensures attendance of the Chairman of the Compensation Committee at the General Shareholders’ Meeting that approves compensation to the Management Body so that it explains the Issuer’s policy on compensation to the members of the Management Body and first-line managers.                                                                                 
VII.3 If considered important, include policies implemented by the Issuer’s Compensation Committee that have not been mentioned in the preceding point.                                                                                 
VII.4 If there is no Compensation Committee, explain how the duties described in VII. 2 are performed within the Management Body itself.                                        The Audit Committee expresses its opinion on whether compensation proposals for Directors and top officers are reasonable, taking into consideration market standards.
PRINCIPLE VIII. ENCOURAGE BUSINESS ETHICS

Recommendation VIII:

 

Ensure ethical behaviors at the Issuer.

 

Please answer if:

           
VIII.1 The Issuer has a Business Code of Conduct. State the main guidelines and whether it is publicly known. Such Code is signed by, at least, the members of the Management Body and first-line managers. Indicate whether its application to suppliers and customers is encouraged.    X         

Grupo Financiero Galicia has a Code of Ethics, which is signed by the members of the company, who agree with its contents and commit to carrying out business with honesty, responsibility and transparency.

 

Such Code is public and can be read by Shareholders and/or any interested party on the company’s website.

VIII.2 The Issuer has mechanisms to receive any unlawful or unethical behavior reporting, either personally or electronically, ensuring that the information    X          In Grupo Financiero Galicia’s website ((www.gfgsa.com)) there is a “Contact us” link where stakeholders can fill a form including their personal information and the reasons for their inquiries or claims. Such form is immediately sent to two employees experienced in dealing with

 

18


furnished is aligned with the highest confidentiality and integrity standards, as well as the record and conservation of the information. State whether the service to receive and assess reporting is rendered by the Issuer’s personnel or by external and independent professionals for further protection of those who report these events.             inquiries and/or claims from investors, for the analysis and solution thereof. The process for the reception, analysis and solution of queries or claims is carried out with the highest confidentiality and integrity standards that are characteristic of Grupo Financiero Galicia. Investors can also raise their concerns in person, at the company’s registered office. In such a case, investors are received by employees especially appointed for such purpose, who try to answer questions completely and efficiently. In case an immediate answer is not possible due to the need to gather information and/or carry out an investigation, they are requested to state how they want to be reached in order to receive information on the result and, in due time, be sent the answer requested.
VIII.3 The Issuer has policies, processes and systems to manage and solve the reporting mentioned in point VIII.2. Make a description of the most significant aspects thereof and indicate the Audit Committee’s degree of involvement in such solutions, particularly in that reporting associated to internal control matters for accounting reporting and as regards the behaviors of the members of the Management Body and first-line managers.    X         

Since its inception and to date, Grupo Financiero Galicia has not received complaints or else reporting from investors, whether in person or through the website. That is why there are no precedents with regard to the Audit Committee’s level of involvement in the solution of conflicts.

 

With regard to the process implemented by the company for the management and solution of the reporting from investors, please refer to Item VIII.2.

PRINCIPLE IX: BROADEN THE SCOPE OF THE CODE

Recommendation IX:

 

Foster the inclusion of provisions related to good corporate governance practices in the Corporate Bylaws.

 

Please answer if:

 

The Management Body assesses whether the provisions of the Code on Corporate Governance shall be reflected, either partially or completely, in the Corporate Bylaws, including the general and specific responsibilities of the Management Body. State which provisions are actually included in the Corporate Bylaws since the creation of the Code to date.

                                       The need to include certain corporate governance guidelines in the corporate bylaws can be understood within the framework of laws that are not as stringent as Argentine laws with regard to the definition of the Board of Directors’ duties and responsibilities. In Argentina, the General Corporations Law, the Capital Markets Law, the regulations set by the National Securities Commission and, additionally, the variety of specific regulations in other areas of law, provide for a very complete framework and, therefore, any addition to the bylaws is unnecessary.

 

(1) Mark with an X if applicable.
(2) In case of full compliance thereof, please state how the Issuer complies with the principles and recommendations of the Code on Corporate Governance.
(3) In case of partial compliance or non-compliance, please indicate why and which steps the Issuer’s Management Body plans to take in order to include what it is not adopting in the next fiscal year or future fiscal years, if any.

 

19

EX-12.1 5 d553951dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

Certification

I, Pedro A. Richards, certify that:

 

1) I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2017, of Grupo Financiero Galicia S.A.;

 

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4) The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

 

  (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

5) The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: April 19, 2018

 

/s/ Pedro A. Richards

Pedro A. Richards

Chief Executive Officer

Principal Executive Officer

EX-12.2 6 d553951dex122.htm EX-12.2 EX-12.2

Exhibit 12.2

Certification

I, José Luis Ronsini, certify that:

 

1) I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2017, of Grupo Financiero Galicia S.A.;

 

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4) The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

 

  (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

5) The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: April 19, 2018

 

/s/ Jose Luis Ronsini

José Luis Ronsini

Chief Financial Officer

EX-13.1 7 d553951dex131.htm EX-13.1 EX-13.1

Exhibit 13.1

CERTIFICATION

(pursuant to 18 U.S.C Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report on Form 20-F for the fiscal year ended December 31, 2017, of Grupo Financiero Galicia S.A. (the “Company”) as filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Pedro A. Richards, Chief Executive Officer of the Company, certify, that:

 

  (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 19, 2018

 

/s/ Pedro A. Richards

Pedro A. Richards

Chief Executive Officer

Principal Executive Officer

A signed original of this written statement required by Section 906 has been provided to Grupo Financiero Galicia S.A. and will be retained by Grupo Financiero Galicia S.A. and furnished to the Commission or its staff upon request.

EX-13.2 8 d553951dex132.htm EX-13.2 EX-13.2

Exhibit 13.2

CERTIFICATION

(pursuant to 18 U.S.C Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report on Form 20-F for the fiscal year ended December 31, 2017, of Grupo Financiero Galicia S.A. (the “Company”) as filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, José Luis Ronsini, Chief Financial Officer of the Company, certify, that:

 

  (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 19, 2018

 

/s/ Jose Luis Ronsini

José Luis Ronsini

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Grupo Financiero Galicia S.A. and will be retained by Grupo Financiero Galicia S.A. and furnished to the Commission or its staff upon request.

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