FORM
6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule
13a-16
or
15d-16
of
the Securities Exchange Act of 1934
For the month of April 2019
Commission File Number:
001-12568
BBVA French Bank S.A.
(Translation of registrant’s name into English)
111 Córdoba Av, C1054AAA
Buenos Aires, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F:
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):
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):
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing
the information to the Commission pursuant to Rule
12g3-2(b)
under the Securities Exchange Act of 1934:
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b):
N/A
BBVA Banco Francés S.A.
TABLE OF CONTENTS
Item
S
UMMARY
OF
THE
R
EGULAR
AND
S
PECIAL
S
HAREHOLDERS
’
M
EETING
OF
BBVA B
ANCO
F
RANCÉS
S.A.,
HELD
ON
FIRST
CALL
ON
A
PRIL
24, 2019.
M
EMBERS
OF
THE
B
OARD
, SUPERVISORY C
OMMITTEE
AND
E
XTERNAL
A
UDITORS
AS
PER
M
EETING
OF
S
HAREHOLDERS
HELD
ON
A
PRIL
24, 2019.
Buenos Aires, April 26,
2019
Securities and Exchange Commission
Relevant information
S
UMMARY
OF
THE
R
EGULAR
AND
S
PECIAL
S
HAREHOLDERS
’ M
EETING
OF
BBVA B
ANCO
F
RANCÉS
S.A. (“BBVA F
RANCÉS
”
OR
THE
“B
ANK
”),
HELD
ON
FIRST
CALL
ON
A
PRIL
24, 2019.
BBVA Banco Francés S.A.’s Chairman declared the session open and
assumed the chair of the Shareholders’ Meeting at 4:15 p.m. on April 24, 2019.
As recorded in the share registry and attendance
record at the Registry of General Assemblies, 15 shareholders attended the meeting: 10 representing themselves and 5 represented by a proxy, who registered a holding of 564,924,853 ordinary, book-entry shares, with one vote per share and a nominal
value of one peso each, representing a capital of 564,924,853 pesos, or an attendance of 92.21% out of a total capital stock of 612,659,638 pesos, for which the quorum required by articles 243 and 244 of the General Law of Companies and by article
26 of the Bylaws has been met.
Also attending is public accountant Mr. Ariel Schmutz, D.N.I. No. 16.123.616, representing the
Buenos Aires Stock Exchange.
Consequently, having met the necessary legal and statutory requirements, the Chairman opened the Ordinary and
Extraordinary Shareholders’ Meeting for the 2018 fiscal year, and went on to consider the items on the Agenda listed in the Call to the Shareholders’ Meeting, whose vote yielded the results reported below.
1°) A
PPOINTMENT
OF
TWO
SHAREHOLDERS
TO
PREPARE
AND
SIGN
THE
M
INUTES
OF
THE
M
EETING
,
TOGETHER
WITH
THE
C
HAIRMAN
.
Approval by a majority of votes present of the appointment of the representatives of the shareholders Banco Bilbao
Vizcaya Argentaria S.A. and BBV América S.L. to prepare and sign the minutes of the Shareholders Meeting together with the Chairman. The results of shareholder voting on this proposal were as follows:
Votes for
: 563,541,466.
Votes against
: 12,099.
Abstentions
: 1,371,288.
2°) C
ONSIDERATION
OF
THE
A
NNUAL
R
EPORT
,
C
ORPORATE
S
OCIAL
R
ESPONSIBILITY
A
NNUAL
R
EPORT
, F
INANCIAL
S
TATEMENTS
, A
DDITIONAL
I
NFORMATION
AND
OTHER
RELEVANT
ACCOUNTING
DATA
,
ALONG
WITH
THE
REPORT
OF
THE
S
UPERVISORY
C
OMMITTEE
AND
A
UDITOR
’
S
R
EPORT
,
FOR
THE
FISCAL
YEAR
N
O
. 144
ENDED
D
ECEMBER
31, 2018.
Approval by a majority of votes present of the Annual Report, Corporate Social Responsibility Annual
Report, Financial Statements, Additional Information and other Relevant Accounting Data, along with the report of the Supervisory Committee and Auditor’s Report for the fiscal year No. 144 ended December 31, 2018. The results of
shareholder voting on this proposal were as follows:
Votes for
: 562,458,009.
Votes against
: 22,308.
Abstentions
:
2,444,536.
3°) C
ONSIDERATION
OF
THE
PERFORMANCE
OF
THE
B
OARD
OF
D
IRECTORS
, C
HIEF
E
XECUTIVE
O
FFICER
AND
THE
S
UPERVISORY
C
OMMITTEE
.
Approval by a majority of votes present of the performance of the Board of Directors, Chief Executive Officer and the
Supervisory Committee. The results of shareholder voting on this proposal were as follows:
Votes for
: 563,506,686.
Votes against
: 19,815.
Abstentions
:
1,398,352
4°) C
ONSIDERATION
OF
THE
RESULTS
OF
F
ISCAL
Y
EAR
N
O
. 144,
ENDED
D
ECEMBER
31, 2018. T
REATMENT
OF
THE
NOT
-
CLASSIFIED
RESULTS
AS
OF
D
ECEMBER
31, 2018
IN
THE
AMOUNT
OF
$ 13,470,091,472.14,
WHICH
ARE
PROPOSED
TO
BE
ALLOCATED
: (
A
) $ 3,856,404,476.99
TO
THE
CONSTITUTION
OF
A
S
PECIAL
R
EGULATORY
R
ESERVE
FOR
THE
INITIAL
APPLICATION
OF
IFRS
ACCORDING
TO
THE
BCRA C
OMMUNICATIONS
“A” 6327
AND
“A” 6618; (
B
) $ 1,922,737,399.03
TO
THE
L
EGAL
R
ESERVE
; (C) $ 2,407,000000
TO
CASH
DIVIDEND
SUBJECT
TO
THE
A
RGENTINE
C
ENTRAL
B
ANK
(BCRA)
AUTHORIZATION
AND
(D) $ 5,283,949,596.12
TO
A
VOLUNTARY
RESERVE
FOR
FUTURE
DISTRIBUTION
OF
RESULTS
,
ACCORDING
TO
THE
BCRA C
OMMUNICATION
“A” 6464.
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Approval by a majority of votes present of the allocation of the
not-classified
results for the fiscal year ended December 31, 2018, whose total sum amounts to $ 13,470,091,472.14 constituted by the result (profit) for the year amounting to $ 9,613,686,995.15
and $ 3,856,404,476.99 corresponding to the unassigned results resulting from the initial application of IFRS, in accordance with the provisions of BCRA Communications “A” 6327 and “A” 6619 as follows: (i) allocate
$ 3,856,404,476.99 to the constitution of a Special Regulatory Reserve for the initial application of IFRS; (ii) the distribution of cash dividends for the total sum of $ 2,407,000,000 proportional to the nominal holding of each
shareholder equivalent to $ 3.92877195 per share; (iii) to allocate $ 5,283,949,596.12 corresponding to the unassigned results of the fiscal year to a voluntary reserve for future distribution of results and (iv) to allocate
$ 1,922,737,399.03 to the Legal Reserve.
The results of shareholder voting on this proposal were as follows:
Votes for
: 536,217,213.
Votes
against
: 28,657,464.
Abstentions
: 50,176.
5°)
CONSIDERATION
OF
THE
B
OARD
OF
D
IRECTORS
COMPENSATION
FOR
THE
F
ISCAL
Y
EAR
N
O
. 144,
ENDED
D
ECEMBER
31, 2018.
The following were approved by a majority of the votes present: i) the total compensation received by the Members of the Board of Directors
during the year ended December 31, 2018, in the amount of $ 13,840,114.33 and ii) authorizing the Board of Directors to make advances in respect of compensation, ad referendum of the decisions of the Shareholders’ Meeting considering the
documentation for the fiscal year 2019.
The results of shareholder voting on this proposal were as follows:
Votes for
: 522,322,036.
Votes
against
: 122,913.
Abstentions
: 42,479,904.
6°) C
ONSIDERATION
OF
S
UPERVISORY
C
OMMITTEE
COMPENSATION
FOR
THE
F
ISCAL
Y
EAR
N
O
. 144,
ENDED
D
ECEMBER
31, 2018.
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Approval by a majority of the votes present of the total amount of $ 1,326,607 as compensation
received by the members of the Supervisory Committee from the Estudio Biscardi & Asociados S.R.L, for the fiscal year ended December 31, 2018. The results of shareholder voting on this proposal were as follows:
Votes
for
: 564,779,338.
Votes against
: 108,708.
Abstentions
: 36,807.
7°) D
ETERMINATION
OF
THE
NUMBER
OF
MEMBERS
OF
THE
B
OARD
OF
D
IRECTORS
AND
APPOINTMENT
OF
D
IRECTORS
,
AS
APPROPRIATE
.
(i) The following were approved by a majority of the votes present: (a) to establish the composition of the
Board of Directors of seven Regular Directors and three Alternate Directors; and (b) to certify, in accordance with the favorable recommendation submitted to the meeting by the Nomination and Remuneration Committee at its meeting held on
March 8, 2019, resolved to submit to the consideration of this Shareholders’ Meeting that the members of the Board of Directors are not disqualified from service as foreseen in the Financial Institutions Law based on conditions of legal
ability, suitability, competence, probity, experience in the financial activity and possibility of functional dedication, that were evaluated by the Central Bank in order to issue the corresponding authorization to perform their respective
positions.
The results of shareholder voting on this proposal were as follows:
Votes for
: 465,709,990.
Votes against
: 47,746,410.
Abstentions
: 51,468,453.
(ii) The following were approved by a majority of the votes present:
1) The election of Mrs. Isabel Goiri Lartitegui as a Regular Director member of the Board of Directors, who will serve out the remainder of
Mr. Bledel’s term until December 31, 2020 and who is not considered independent pursuant to Argentine and international law.
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2) The election of Mrs. Adriana María Fernández de Melero as a Regular Director, to
serve a term until December 31, 2019 (this being the mandate of the closest Director, all in accordance with the provisions of Article 10 of the bylaws). Mrs. Fernández de Melero fulfills the independence requirements of Argentine
and international law.
3) The
re-election
as Alternate Directors to serve a term until December 31,
2021 of Mr. Javier Pérez Cardete, fulfills the independence requirements of Argentine and international law and Mr. Gustavo Alberto Mazzolini Casas who is not considered independent pursuant to Argentine and international law.
4) The
re-election
as Alternate Director of Mr. Gabriel Alberto Chaufán, to serve a term until
December 31, 2021, who is not considered independent pursuant to Argentine and international law.
The results of shareholder voting on this proposal were as follows:
Votes for
: 465,709,990.
Votes
against
: 47,746,410.
Abstentions
: 51,468,453.
8°) A
PPOINTMENT
OF
THREE
R
EGULAR
M
EMBERS
OF
THE
S
UPERVISORY
C
OMMITTEE
AND
THREE
A
LTERNATE
M
EMBERS
OF
THE
S
UPERVISORY
C
OMMITTEE
FOR
THE
CURRENT
FISCAL
YEAR
S
UPERVISORY
C
OMMITTEE
.
Shareholder Banco Bilbao Vizcaya Argentaria S.A. proposed the following
composition for the Supervisory Committee for fiscal year 2019:
(i)
Regular Members
: Dr. Mario Rafael Biscardi, Dr. Alejandro
Mosquera and Dr. Gonzalo José Vidal Devoto.
(ii)
Alternate Members
: Dr. Julieta Paula Pariso, Dr. Lorena Claudia
Yansenson and Dr. Daniel Oscar Celentano.
Subsequently, shareholder Anses
FGS Law 26425 order number 1 nominated Accountant Enrique Alfredo Fila M.I. No. 13.094.253 as Regular Member and Accountant Jorge Roberto Pardo M.I. No. 11.018.727 as Alternate Member, in compliance with article 114 of Law No. 24,156
and in accordance with the proposal of the General Office of the Comptroller
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(
Sindicatura General de la Nación
– SIGEN) likewise informs that the candidates qualifying as independent to exercise their position in accordance with the provisions of
articles 12 and 13 of Section III, Chapter III, of Title II of the National Securities Commission regulations.
The proposal from shareholder Banco
Bilbao Vizcaya Argentaria S.A. was approved by a majority of the votes present. The results of shareholder voting on this proposal were as follows:
Votes for
: 502,000,168.
Votes against
:
52,717,326.
Abstentions
: 10,207,359.
9°) C
OMPENSATION
OF
CERTIFYING
ACCOUNTANT
OF
THE
F
INANCIAL
S
TATEMENTS
FOR
THE
FISCAL
YEAR
N
O
. 144
ENDED
D
ECEMBER
31, 2018.
Approval by a majority of the votes present of the compensation for the Bank’s
certifying accountant for the fiscal year No. 144 ended December 31, 2018 for the total amount of $ 35,285,330 plus VAT. The results of shareholder voting on this proposal were as follows:
Votes for
: 564,847,327.
Votes against
: 14,667.
Abstentions
:
62,859.
10°) D
ESIGNATION
OF
THE
CERTIFYING
ACCOUNTANT
FOR
THE
FINANCIAL
STATEMENTS
FOR
THE
FISCAL
YEAR
2019.
Approval by a majority of the votes present of the appointment of independent registered public accounting firm KPMG to issue its professional opinion
on the financial statements corresponding to the fiscal year beginning January 1, 2019 and ending on December 31, 2019, and designation of its partners Accountant María Gabriela Saavedra as Principal External Auditor and Accountant
Carlos Fernando Bruno as Alternate External Auditor.
The results of shareholder voting on this proposal were as follows:
Votes for
: 564,853,849.
Votes against
:
7,632.
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Abstentions
: 63,372.
11°) A
LLOCATION
OF
BUDGET
FOR
THE
A
UDIT
C
OMMITTEE
(L
AW
26,831)
TO
RETAIN
PROFESSIONAL
SERVICES
.
The allocation of a budget of $ 891,750.14 to the Audit Committee was approved by a majority of the votes present. The results of shareholder
voting on this proposal were as follows:
Votes for
: 564,861,838.
Votes against
: 24,333.
Abstentions
:
38,682.
12°) M
ERGER
BY
ABSORPTION
OF
BBVA F
RANCÉS
V
ALORES
S.A.
WITH
BBVA B
ANCO
F
RANCÉS
S.A.,
ACCORDING
TO
A
RT
. 82, 2
ND
PART
OF
THE
A
RGENTINE
C
ORPORATIONS
LAW
AND
SUPPLEMENTARY
PROVISIONS
.
C
ONSIDERING
: (
I
) T
HE
P
RELIMINARY
M
ERGER
A
GREEMENT
; (
II
) T
HE
M
ERGER
CONSOLIDATED
BALANCE
SHEET
AS
OF
D
ECEMBER
31, 2018
AND
THE
REPORTS
OF
THE
S
UPERVISORY
C
OMMITTEE
AND
THE
B
ANK
’
S
E
XTERNAL
A
UDITOR
; (
III
) T
HE
EXCHANGE
RATE
;
(
IV
)
THE
SHARE
CAPITAL
INCREASE
OF
THE
B
ANK
AS
A
RESULT
OF
THE
MERGER
FOR
$ 50,441,
CORRESPONDING
TO
AN
EQUAL
AMOUNT
OF
ORDINARY
BOOK
-
ENTRY
SHARES
,
WITH
A
NOMINAL
VALUE
OF
$ 1
EACH
AND
OF
ONE
VOTE
EACH
. R
EQUEST
OF
THE
INCORPORATION
OF
THE
INCREASE
IN
CAPITAL
TO
THE
REGIMEN
OF
PUBLIC
OFFERING
AND
THE
SECURITIES
; (
V
) D
ESIGNATION
OF
THE
SIGNATORIES
OF
THE
FINAL
MERGER
AGREEMENT
;
AND
(
VI
) T
HE
DELEGATION
IN
THE
BOARD
OF
DIRECTORS
OF
THE
POWERS
TO
PERFORM
MODIFICATIONS
THAT
ARE
EVENTUALLY
SUGGESTED
BY
THE
CONTROL
BODIES
,
RELATED
TO
THE
MERGER
AND
ALL
OF
ITS
ASPECTS
(
INCLUDING
,
WITHOUT
LIMITATION
,
THE
INSTRUMENTATION
OF
EXCHANGE
OF
SHARES
).
The following were approved by a majority of the votes present:
1) Approval of the Preliminary Merger Agreement in all its terms.
2) Approval of the Merger Consolidated Balance Sheet as of December 31, 2018 and the Reports of the Supervisory
Committee and the Bank’s External Auditor.
3) Approval of the exchange rate approved by the Participating
Companies.
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4) The share capital increase of the Bank as a result of the
merger by absorption for $ 50,441, corresponding to an equal amount of ordinary shares, with a nominal value of $ 1 each and of one vote per share.
5) Incorporation of the share capital increase to the public offerings and listing of shares regime.
6) Delegation to the Board of Directors of the Bank and to the persons that the Board of Directors duly
authorize, of the necessary powers to carry out the modifications that may be requested by the regulatory agencies with regard to the Merger and all its aspects (including, without limitation, the instrumentation of the exchange of shares, and any
act that is necessary to make effective the merger contemplated in this Shareholders’ Meeting, as well as the procedures that are necessary before the competent bodies and authorities, including the dissolution of BBVA Francés Valores
S.A.
7) That the legal representative or any two of the Directors of the Bank or the persons the
Board of Directors duly authorizes be authorized to execute the Definitive Merger Agreement.
The results of shareholder voting on this proposal
were as follows:
Votes for
: 563,337,778.
Votes against
: 4,515.
Abstentions
:
1,582,560.
13°) A
MENDMENT
AND
RESTATEMENT
OF
A
RTICLE
N
O
. 1
OF
THE
B
ANK
’
S
C
ORPORATE
B
YLAWS
DUE
TO
THE
CHANGE
IN
THE
B
ANK
’
S
NAME
Approval by
a majority of the votes present of the following: (a) amendment and restatement of the Bank’s legal name to “BBVA Argentina S.A.” and (b) amendment and restatement of Article No. 1 to the Bank’s Corporate Bylaws
with regard to the legal name change according to the following terms:
“
ARTICLE ONE: The Corporation originally incorporated
as “BBVA Banco Francés S.A.” will continue to operate under the new name of “BBVA ARGENTINA S.A.” The Bank has its legal domicile in the jurisdiction of the City of Buenos Aires, and special domiciles at the branches now
in existence or to be created in the future, both in the Republic of Argentina and abroad, according to the legislation applicable to financial entities then in force.”
All this will be subject to the approval of the relevant regulatory entities. The Board of Directors is authorized to accept modifications
proposed by the aforementioned relevant authorities.
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The results of shareholder voting on this proposal were as follows:
Votes for
: 521,834,860.
Votes against
: 27,874,803.
Abstentions
: 15,215,190.
14°)
A
MENDMENT
AND
R
ESTATEMENT
OF
A
RTICLE
S
IXTH
OF
THE
C
ORPORATE
B
YLAWS
ACCORDING
TO
A
RTICLES
62
BIS
(
INCORPORATED
BY
THE
LAW
27,440)
AND
63
OF
THE
L
AW
26,831,
RELATED
TO
: (
A
)
THE
PUBLIC
OFFERING
OF
SHARES
AND
BONDS
CONVERTIBLE
INTO
SHARES
,
IN
ORDER
TO
(
I
)
ESTABLISH
THAT
THE
PREEMPTIVE
RIGHT
CAN
ONLY
BE
EXERCISED
IN
THE
TERMS
ESTABLISHED
IN
THE
A
RTICLE
62
BIS
;
AND
(
II
)
EXCLUDE
ACCRETION
RIGHTS
;
AND
(
B
)
THE
INCORPORATION
OF
THE
POSSIBILITY
TO
ISSUE
OPTIONS
OVER
SHARES
TO
ISSUE
OR
VALUES
CONVERTIBLE
TO
SHARES
TO
ISSUE
ACCORDING
TO
THE
A
RTICLE
63
OF
THE
L
AW
26,831.
Approval by a majority of the votes present of the amendment and restatement of Article Six to the Bank’s Corporate Bylaws as follows:
“ARTICLE SIX: The ordinary shares grant their holders preemptive rights for the subscription of new shares in proportion to those
they hold, with respect to share capital.
In the event of the issuance of shares or convertible negotiable obligations offered through
public offer, the preferential right contemplated in article 194 of the Argentine Corporations Law 19,550, t.o. 1984 and its amendments and article 11 of Law 23,576 and its amendments shall be exercised exclusively under the terms established by
article 62 bis of Law 26,831.
According to, and in the terms established by, art. 63 of Law 26,831, the meeting may approve the issuance
of stock options to be issued or securities to be issued convertible into shares and make the delegations contemplated therein.”
The results of shareholder
voting on this proposal were as follows:
Votes for
: 516,190,051.
Votes against
: 46,493,964.
Abstentions
: 2,240,838.
15°) A
MENDMENT
AND
R
ESTATEMENT
OF
A
RTICLE
F
IFTEEN
OF
THE
C
ORPORATE
B
YLAWS
ACCORDING
TO
A
RT
. 9
OF
THE
L
AW
23,576 (
MODIFIED
BY
LAW
27,440),
IN
ORDER
TO
INCORPORATE
THE
BOARD
OF
DIRECTORS
TO
ISSUE
BONDS
WITHOUT
THE
NEED
OF
A
SHAREHOLDERS
’
MEETING
.
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Approval by a majority of the votes present of the amendment and restatement of Article Fifteen to the
Bank’s Corporate Bylaws as follows:
“ARTICLE FIFTEEN: The Board of Directors shall have full powers and authority to manage the Bank and
dispose of corporate property, including that for which a special power are required by law in compliance with article 375 of the Argentine Civil and Commercial Code and Section 9 of
Decree-Law
5965/63.
Therefore the Board of Directors may, on behalf of the Bank, perform any legal action conducive to comply with the Bank’s corporate purpose including, but not limited to, the following powers: a) to manage and administer the Bank’s
business; b) to act as the Bank’s legal representative through the Chairman or any substitute thereof; c) to appoint and remove managers and deputy managers, and resolve any personnel and administrative matter, and issue such rules and
regulations as it may deem appropriate; d) to open or close branches or any other kind of office, whether in Argentina or abroad; e) to grant general or special powers of attorney, with or without substitution clauses, and revoke the same; f) to
represent the Bank in any legal dispute, with powers to settle such disputes, submit them to arbitration and waive the right of appeal; g) to sell, purchase and exchange real and personal property, to enter into lease agreements, to collect and
receive any amount due to the Bank; h) to perform transactions with the Argentine Central Bank, the Banco de la Nación Argentina, the Banco de la Provincia de Buenos Aires and any other
government-run
or private domestic or foreign financial institution; i) to accept agencies, representations and commissions; j) to grant guarantees, bonds and securities; k) to convene Ordinary and Extraordinary Shareholders’ Meetings in those cases set forth
by legislation in force; l) to approve the issuance of negotiable obligations without the need for a shareholders’ meeting, in accordance with the provisions of article 9 of Law 23,576 (text according to Law 27,440) and, if applicable, upon
resolution by the competent corporate body according to the relevant legislation, any other title, paper or instrument considered by national or foreign, present or future legislation; m) to submit to the Regular Shareholder’s Meeting, on an
annual basis, the financial statements for that fiscal year and any other management action taken.”
The results of shareholder voting on this proposal were as follows:
Votes for
: 506,872,045.
Votes against
:
55,818,357.
Abstentions
: 2,234,451.
16°) A
UTHORIZATION
TO
THE
BOARD
OF
D
IRECTORS
TO
PERFORM
AND
APPROVE
THE
COORDINATED
LAWS
OF
THE
S
OCIAL
S
TATUTE
.
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Av. Córdoba 111 piso 31 (C 1054AAA), Ciudad Autónoma de Buenos Aires, Argentina
IGJ 18-09-14, N.17995, L.70, T. S.A. (T.O.)
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Approval of the following by a majority of the votes present: restatement of the corporate Bylaws
to include the amendments mentioned in previous items of the agenda and authorize the Board of Directors to make the necessary modifications to amend such text to any future proposals made by the relevant authorities.
The results of shareholder voting on this proposal were as follows:
Votes
for
: 516,077,434.
Votes against
: 46,614,840.
Abstentions
:
2,232,579.
There being no
other matters to discuss, at 5:20 p.m., the Shareholders’ Meeting was concluded.
--------------------------------------------------------------------------------------------------------------------------------------
BBVA BANCO FRANCÉS S.A.
MEMBERS OF THE BOARD, SUPERVISORY COMMITTEE AND EXTERNAL AUDITORS AS PER MEETING OF SHAREHOLDERS HELD ON APRIL 24, 2019.
1)
APPOINTMENT AND
RENEWAL OF THE TERM OF OFFICE OF THE BOARD OF DIRECTORS’ MEMBERS.
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Regular Directors
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Expiration Date
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Isabel Goiri Lartitegui
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12/31/2020
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Adriana María Fernández de Melero
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12/31/2019
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Alternate Directors
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Expiration Date
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Javier Pérez Cardete
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12/31/2021
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Gustavo A. Mazzolini Casas
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12/31/2021
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Gabriel A. Chaufán
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12/31/2021
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Av. Córdoba 111 piso 31 (C 1054AAA), Ciudad Autónoma de Buenos Aires, Argentina
IGJ 18-09-14, N.17995, L.70, T. S.A. (T.O.)
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2)
MEMBERS OF THE BOARD OF DIRECTORS
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Position
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Director
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Expiration Date
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President:
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Isabel Goiri Lartitegui (2)
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12/31/2020
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Vice President 1º:
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Jorge Delfín Luna (2)
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12/31/2019
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Vice President 2º:
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Alfredo Castillo Triguero (1)
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12/31/2019
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Regular Director:
|
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Juan Manuel Ballesteros Castellano (1)
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12/31/2019
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Regular Director:
|
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Gabriel Eugenio Milstein (2)
|
|
12/31/2020
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Regular Director:
|
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Oscar Miguel Castro (2)
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12/31/2020
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Regular Director:
|
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Adriana María Fernández de Melero (1)
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12/31/2019
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Alternate Director:
|
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Gustavo A. Mazzolini Casas (2)
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12/31/2021
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Alternate Director:
|
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Gabriel Alberto Chaufán (2)
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12/31/2021
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Alternate Director:
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Javier Pérez Cardete (1)
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12/31/2021
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(1) Independant Director.
(2) Not Independant Director.
3)
MEMBERES OF THE SUPERVISORY COMMITTEE.
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Statutory Member:
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Mario Rafael Biscardi
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Statutory Member:
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Alejandro Mosquera
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Statutory Member:
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Gonzalo José Vidal Devoto
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Alternate Member:
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Julieta Paula Pariso
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Alternate Member:
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Lorena Claudia Yansenson
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Av. Córdoba 111 piso 31 (C 1054AAA), Ciudad Autónoma de Buenos Aires, Argentina
IGJ 18-09-14, N.17995, L.70, T. S.A. (T.O.)
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Alternate Member:
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Daniel Oscar Celentano
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Expiration date for each
: 12/31/2019
4)
EXTERNAL AUDITOR
KPMG
Sociedad Civil
was appointed as external auditor for the year ending on 12/31/2019, represented by Partner
María Gabriela Saavedra as External Auditor and Partner Carlos Fernando Bruno as External Alternate Auditor.
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Av. Córdoba 111 piso 31 (C 1054AAA), Ciudad Autónoma de Buenos Aires, Argentina
IGJ 18-09-14, N.17995, L.70, T. S.A. (T.O.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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BBVA Banco Francés S.A.
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Date: April 26, 2019
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By:
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/s/ Ernesto Gallardo
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Name: Ernesto Gallardo
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Title: Chief Financial Officer
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