0001558370-22-006333.txt : 20220428 0001558370-22-006333.hdr.sgml : 20220428 20220428171523 ACCESSION NUMBER: 0001558370-22-006333 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220428 FILED AS OF DATE: 20220428 DATE AS OF CHANGE: 20220428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grupo Supervielle S.A. CENTRAL INDEX KEY: 0001517399 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37777 FILM NUMBER: 22868046 BUSINESS ADDRESS: STREET 1: Bartolome Mitre 434, 5th Gloor STREET 2: C1036AAH CITY: Buenos Aires STATE: C1 ZIP: 00000 BUSINESS PHONE: 54-11-4340-3100 MAIL ADDRESS: STREET 1: Bartolome Mitre 434, 5th Gloor STREET 2: C1036AAH CITY: Buenos Aires STATE: C1 ZIP: 00000 6-K 1 tmb-20220428x6k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of April, 2022

Commission File Number: 001-37777

 

GRUPO SUPERVIELLE S.A.

(Exact name of registrant as specified in its charter)

SUPERVIELLE GROUP S.A.

(Translation of registrant’s name into English)

 

Bartolomé Mitre 434, 5th Floor

C1036AAH Buenos Aires

Republic of Argentina

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F              Form 40-F  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes               No  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes               No  

 

 


GRUPO SUPERVIELLE S.A.

TABLE OF CONTENTS

 

    Item    

 

 

    1.

Grupo Supervielle S.A. – Summary of the Ordinary Shareholders’ Meeting held on April 27, 2022.


GRUPO SUPERVIELLE S.A.

SUMMARY OF THE ORDINARY SHAREHOLDERS’ MEETING HELD ON APRIL 27, 2022

On April 27, 2022, at 12.06 pm, Mr. Julio Patricio Supervielle as Chairman called to order the Ordinary Shareholders’ Meeting of Grupo Supervielle S.A. (the “AGM”), which was held, on first summons, via videoconference in accordance with the provisions of Article Fourteenth Bis of the Bylaws, through the use of “Teams”.

The AGM was attended on a virtual mode by 12 shareholders: 3 in person and 9 represented by duly authorized agents, holding 61,738,188 Class A book entry shares entitled to 5 votes per share and 304,482,164 Class B book entry shares entitled to 1 vote per share, all shares with a face value of AR$ 1 each. In total, shares represent a capital of AR$ 366,220,352 (80.1845% of the share capital) and 613,173,104 votes (87.1387% of the total votes), hence the quorum requirement of article 243 of Law No. 19,550 was met.

Directors Messrs. Jorge Oscar Ramírez, Laurence Nicole Mengin de Loyer, José María Orlando and Eduardo Braun attended the meeting. The AGM was also attended by the members of the Supervisory Committee Messrs. Enrique José Barreiro and Carlos Alfredo Ojeda, the Certifying Accountant Mr. Santiago José Mignone and other members of management and personnel, all duly authorized. Mr. Marcos Palomba attended the AGM as overseer appointed by the National Securities Commission whereas Mr. Pablo Salina attended the AGM as overseer appointed by the Buenos Aires Stock Exchange.

It was stated that the publications of the summons to the AGM were made on March 25, 28, 29, 30 and 31, 2022 in the Official Gazette of Argentina and on March 24, 25, 26, 27 and 28, 2022 in the newspaper Clarín.

Mr. Enrique José Barreiro, on behalf of the Supervisory Committee, verified that the AGM was held in virtual mode in accordance with the provisions of Article Fourteenth Bis of the Bylaws, through the use of “Teams”, that allowed: (i) the free access for all participants to the AGM as if it were held in person, as it was verified during the accreditation process; (ii) the possibility of participating with voice and vote through the simultaneous transmission of sound, images and words during the course of the AGM, ensuring equal treatment for all participants; and (iii) the recording of the AGM with its relevant backup in digital format.

Then, the items of the Agenda were addressed and voted as follows:

1.Appointment of two shareholders to sign off the minutes of the Shareholders’ Meeting

By a majority of computable votes, the shareholder Juan Pablo Molinari and the representative of the shareholder FGS-ANSES were appointed to sign off the minutes of the AGM.

The following is the outcome of such voting process:

Positive votes: 612,996,614

Abstentions: 143,010

Negative votes: 33,480

2.Consideration of the documentation required by section 234, subsection 1 of the Law No. 19,550, for the fiscal year ended December 31, 2021

By a majority of computable votes, the Financial Statement, Income Statement, Other Comprehensive Income, Statement of Changes in Shareholders’ Equity, Statement of Cash Flows and Cash Equivalents, notes, schedules, complementary information, Auditor’s Report and Supervisory Committee’s Report for the fiscal year ended on December 31, 2021 were approved. Said financial statements corresponding to the fiscal year 2021 are restated in homogeneous currency using the National Consumer Price Index prepared by INDEC (base month: December 2016) for indexation and for those items with a previous date of origin, the index of Internal Wholesale Prices (IPIM)


published by the Argentine Federation of Professional Councils of Economic Sciences, as established by the Resolution No. 517/16 of its Board.

The following is the outcome of such voting process:

Positive votes: 612,745,614

Abstentions: 394,440

Negative votes: 33,050

3.Consideration of the performance of the Board of Directors during the fiscal year ended December 31, 2021

By a majority of computable votes, it was passed the performance of the Board of Directors during the fiscal year ended on December 31, 2021.

The following is the outcome of such voting process:

Positive votes: 205,012,173

Abstentions: 407,759,691

Negative votes: 401,240

4.Consideration of the performance of the Supervisory Committee during the fiscal year ended December 31, 2021

By a majority of computable votes, it was passed the performance of the Supervisory Committee during the fiscal year ended on December 31, 2021.

The following is the outcome of such voting process:

Positive votes: 612,558,574

Abstentions: 344,025

Negative votes: 270,505

5.Consideration of the remuneration to the Board of Directors for AR$ 189,317,302.84 (AR$ 162.049.620 at historical values), corresponding to the fiscal year ended December 31, 2021, which resulted in a computable loss under the terms of the Rules of the Argentine Securities Commission.

By a majority of computable votes, it was passed that the fees to the Board of Directors, as remuneration for the duties performed during the fiscal year ended on December 31, 2021, be set at AR$ 189,317,302.84.

The following is the outcome of such voting process:

Positive votes: 204,608,593

Abstentions: 407,746,371

Negative votes: 818,140

6.Consideration of the remuneration to the Supervisory Committee for the fiscal year ended December 31, 2021

By a majority of computable votes, it was passed that the fees to the Supervisory Committee, as remuneration for the duties performed during the fiscal year ended on December 31, 2021, be set at AR$ 524,270, to be allocated as follows: to Mr. Enrique José Barreiro the amount of AR$ 248,836; to Mr. Carlos Alfredo Ojeda the amount of AR$ 248,836; and to Ms. Valeria Del Bono Lonardi the amount of AR$ 26,598.

The following is the outcome of such voting process:

Positive votes: 608,909,088

Abstentions: 191,845


Negative votes: 4,072,171

7.Determination of the number of Regular and Alternate Directors and, where appropriate, election thereof until the number fixed by the Shareholders’ Meeting is completed

By a majority of computable votes, the following items were passed: (i) to fix in 7 the number of members to comprise the Board of Directors without naming alternate directors; (ii) to appoint Messrs. Emérico Alejandro Stengel, Laurence Nicole Mengin de Loyer and José María Orlando as directors for the term of two fiscal years, i.e. until the annual shareholders’ meeting of the Company that considers the documents set forth by section 234, subsection 1 of Law No. 19,550 of the fiscal year ending on December 31, 2023 is held; and (iii) to state that, pursuant to the criteria set by the National Securities Commission’s standards, Mr. José María Orlando shall have the status of “independent director” and Messrs. Emérico Alejandro Stengel and Laurence Nicole Mengin de Loyer shall have the status of “non independent directors”; whereas Messrs. Laurence Nicole Mengin de Loyer and José María Orlando shall have the status of “independent directors” pursuant to the criteria set by the US Securities and Exchange Commission.

The following is the outcome of such voting process:

Positive votes: 607,951,974

Abstentions: 341,750

Negative votes: 4,879,380

8.Appointment of members of the Supervisory Committee

By a majority of computable votes, the following items were passed: (i) to appoint Messrs. Enrique José Barreiro, Carlos Alfredo Ojeda and Valeria Del Bono Lonardi as regular syndics and Messrs. Carlos Enrique Lose, Roberto Aníbal Boggiano and Jorge Antonio Bermúdez as alternate syndics, all of them for one fiscal year, i.e. until the annual shareholders’ meeting of the Company that considers the documents set forth by section 234, subsection 1 of Law No. 19,550, related to the fiscal year ending on December 31, 2022 is held; and (ii) to state that, pursuant to the criteria set by the National Securities Commission’s standards, all appointed syndics shall have the status of “independent”.

The following is the outcome of such voting process:

Positive votes: 609,435,468

Abstentions: 259,565

Negative votes: 3,478,071

9.Consideration of the results for the fiscal year ended December 31, 2021 and destination of unallocated results as of December 31, 2021 (loss of thousands of AR$ 1,201,458) that are proposed to be fully absorbed with the Voluntary Reserve

By a majority of computable votes, it was passed that the loss of the fiscal year of (AR$ 1,201,458,000) (in homogeneous currency as of December 31, 2021) be absorbed with the Voluntary Reserve.

The following is the outcome of such voting process:

Positive votes: 612,986,019

Abstentions: 164,025

Negative votes: 23,060

10.Consideration of the rectification of the destination of the Voluntary Reserve created by the shareholders meeting held on April 27, 2021 for future investments. Partial reversal of the Voluntary Reserve in order to allow the allocation of the amount of AR$ 252,503,900 to the payment of a cash dividend, calculated on figures expressed in homogeneous currency as of December 31, 2021. Delegation of powers to the Board of Directors of the determination of the date to make available the dividend to the shareholders and of the opportunity, currency, term and other terms and conditions of the payment of dividend according to the scope of the delegation granted by the Shareholders’ Meeting

By a majority of computable votes, it was approved: (i) to rectify the allocation agreed upon when constituting the Voluntary Reserve by the shareholders’ meeting held on April 27, 2021 and allocate such Voluntary Reserve to the distribution of future dividends and / or future investments; (ii) partially release the Voluntary Reserve to pay a cash dividend equivalent to AR$ 252,503,900 (calculated on figures expressed in homogeneous currency as of December 31, 2021) an amount that must be restated by virtue of General Resolution 777/2018 of the National Securities Commission which sets forth that the distribution of profits must be treated in the currency of the date of the shareholders’ meeting by using the month prior to its meeting; and (iii) delegate to the Board of Directors the powers to determine the manner, conditions and date of the effective availability of the dividends to the shareholders, according to their respective holdings.

The following is the outcome of such voting process:

Positive votes: 609,494,355

Abstentions: 3,413,346

Negative votes: 174,165

11.Remuneration of the Certifying Accountant of the financial statements for the fiscal year ended December 31, 2021

By a majority of computable votes, it was passed that the fees to the Certifying Accountant of the financial statements as of December 31, 2021 be set at AR$ 7,899,122.

The following is the outcome of such voting process:

Positive votes: 609,705,588

Abstentions: 158,605

Negative votes: 3,308,911

12.Appointment of Regular and Alternate Certifying Accountants of the financial statements for the fiscal year to end December 31, 2022 and determination of their remuneration

By a majority of computable votes, it was passed the appointment of Messrs. Santiago José Mignone and María Mercedes Baño of the firm Price Waterhouse & Co. S.R.L. as regular and alternate Certifying Accountants, respectively, for the financial statements of the fiscal year to end on December 31, 2022 and that their fees be determined by the annual meeting of the Company that considers the financial statements as of December 31, 2022.

The following is the outcome of such voting process:

Positive votes: 612,998,569

Abstentions: 156,252

Negative votes: 18,010

13.Allocation of the budget to the Audit Committee in the terms of section 110 of the Capital Markets Law No. 26,831, to obtain legal advice and advice from other independent professional and hire their services

By a majority of computable votes, it was passed a budget of AR$ 5,600,000 to be allocated to the Audit Committee for the payment of consulting, advisory, legal or training professional services during the fiscal year to end on December 31, 2022.

The following is the outcome of such voting process:

Positive votes: 612,978,119

Abstentions: 153,635

Negative votes: 41,350

14.Authorizations

By a majority of computable votes, it was passed an authorization for: (i) any of the Directors of the Company, so that, with the broadest powers, they may submit a public deed and / or perform any necessary and / or convenient act in order to implement and document what has been approved;  (ii) Messrs. Sergio Gabriel Gabai, Leandro Carletti, María Lucrecia Galland and Carla Cánepa, as members of the Legal Department, so that any of them can, separately, jointly, alternatively and indistinctly, with the broadest capacities, perform all procedures deemed necessary and / or conducive to obtain the formation and registration of the resolutions passed through the AGM as a competent authority, and are able to sign public and / or private documents, publish notices, sign the sworn statements and professional reports required by current regulations and so that after the instruments have been granted, proceed to its registration before the corresponding Registry of Commerce; carry out all the procedures necessary to obtain the authorizations planned in the AGM before the National Securities Commission, Bolsas y Mercados Argentinos S.A., Mercado Abierto Electrónico S.A. and any other securities market, regulatory authority, agency or entity that may correspond, including without limitation the Official Gazette, which may submit applications, make publications, sign documents, withdraw views, remove copies of documentation, answer hearings, interpose resources, make disclosures, request photocopies, grant any another public and / or private instrument and, in general, perform all the procedures, filings and proceedings that were needed to fulfill its task.

The following is the outcome of such voting process:

Positive votes: 612,811,339

Abstentions: 315,280

Negative votes: 46,485

The Supervisory Committee verified that the Ordinary Shareholders’ Meeting of Grupo Supervielle S.A. in a virtual mode was properly carried out, with the deliberation and voting of all the items on the Agenda.

The AGM was adjourned at 13.01 pm.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Grupo Supervielle S.A.

Date: April 28, 2022

By:

/s/ Mariano Biglia

 

 

 

 

Name:

Mariano Biglia

 

 

 

Title:

Chief Financial Officer