GRUPO FINANCIERO GALICIA S.A. Grupo Financiero Galicia S.A.
CUIT: 30-70496280-7
Buenos Aires, May 4th, 2015
To the Comisión Nacional de Valores (National Securities Commission)
Dear Sirs,
We are pleased to write to you in compliance with the provisions set forth by said Commission in
order to inform that the Ordinary and Extraordinary Shareholders' Meeting of Grupo Financiero Galicia S.A. (The "Company") was held on April 29, 2015 at 10:45 a.m., being presided by Mr. Eduardo J. Escasany. This Meeting was attended by 45 shareholders (the "Shareholders"), of which 18 were present in person and 27 were represented by proxy. The Shareholders were holders of 281,221,650 class "A" ordinary shares, with each share entitled to five votes, which represented both a capital stock value of 281,221,650 pesos and
1,406,108,250 votes, and 845,655,068 class "B" ordinary shares, with each share entitled to one vote, which represented a capital stock value of 845,655,068 pesos and 845,655,068 votes, which resulted in a quorum of 88.67%.
Pursuant to the requirements of section 4, chapter II, Title II of the rules of the National Securities
Commission, the summary of the resolutions adopted with respect to each item of the agenda of April 29,
2015 Shareholders' Meeting (the "Agenda") is as follows:
It was approved that the following three shareholders sign the Minutes: Mr. Arturo Santillán, Mr. Adolfo
Tamini, including the shareholder representative of Anses, Carlos Mario Torres, on a voluntary basis.
It was approved that the agent of the Company votes at the next shareholder´s meeting of Banco de Galicia y Buenos Aires S.A. to be held on April 29, 2015 at 15:00 hrs. (i) for the proposals made by the Board of Directors of Banco de Galicia y Buenos Aires S.A. when discussing items 1, 2, 3, 5, 6, 7, 10, 11, 12, 13 and 14; (ii) for the approval of the performance of the Board of Directors and the Supervisory Syndics' Committee when discussing item 4; (iii) when dealing with item 8, that the number of regular directors be fixed in seven (7) and that the number of alternate directors be fixed at four (4); for the acceptance of Mr. Pablo Gutierrez resignation; for the re-election of Mr. Sergio Grinenco, Mr. Guillermo Juan Pando and Mr. Pablo Gutierrez as
regular directors; all of them for a three year term of office. Additionally, for the acceptance of the alternate
Tte. Gral. Perón 430, 25° piso (C1038AAJ) Buenos Aires - Argentina Tel. 4343-7528 Fax 4331-9183 www.gfgsa.com
Grupo Financiero Galicia S.A.
CUIT: 30-70496280-7
director Mr. Enrique Garcia Pinto resignation, for the re-election of Mr. Cirilo Enrique Martín, Mr. Juan Carlos Fossatti and Mr. Enrique Garcia Pinto as alternate directors, all of them for a three year term of office; (vi) when dealing item 9, for the re-election of Messrs. Enrique Mariano Garda Olaciregui, Norberto D. Corizzo and Luis A. Díaz as regular syndics and for the re-election of Messrs. Miguel N. Armando, Fernando Noetinger and Mr. Horacio Tedín as alternate syndics.
THIRD ITEM OF THE AGENDA: "Examination of the Balance Sheet, Income Statement, and other documents as set forth by Section 234, subsection 1 of the Law of Commercial Companies, and the Annual Report and Report of the Supervisory Syndics' Committee for the 16th fiscal year ended December 31, 2014."The documents under discussion were approved.
FOURTH ITEM OF THE AGENDA: "Treatment to be given to the fiscal year's results. Dividend's distribution."
It was approved that the Ps.3,337,790,091.13 profit of the fiscal year be distributed as follows: a) the amount of Ps. 24,432,197.28 is to be allocated to the creation of the Legal Reserve, pursuant to Section 70 of Law 19,550; b) Cash Dividends: Due to the fact that most of the profits for fiscal year correspond to income from holding and only a fraction corresponds to the realized and liquid profits, and they meet the requirements to be distributed as per Section 68 of the Corporations Law, a proposal is made to pay dividends in cash for the amount of $ 100,000,000.00 what represents 7.69074235% with regard to
1,300,264,597 Class "A" and "B" ordinary shares with a face value of $ 1 each; c) Discretionary Reserve:
Pursuant to what has already been indicated in the proposal for the distribution of dividends in cash, and due to the need to be able to pay the Negotiable Obligations, a proposal is made to allocate the balance of $
3,213,357,893.85 to Discretionary Reserve.
It was approved the performances of the Board of Directors and the Supervisory Syndics' Committee.
SIXTH ITEM OF THE AGENDA: "Supervisory Syndics Committee´s compensation."
It was approved to fix the compensation for the Supervisory Syndics' Committee in the amount of Ps.
710,000.
Tte. Gral. Perón 430, 25° piso (C1038AAJ) Buenos Aires - Argentina Tel. 4343-7528 Fax 4331-9183 www.gfgsa.com
Grupo Financiero Galicia S.A.
CUIT: 30-70496280-7
It was approved that, for the fiscal year under analysis, the independent directors receive a compensation of Ps. 1,036,000. It was stated that the compensation paid to the Director proposed by the National Government has been deposited into an account of the Ministry of Economy and Public Finance pursuant Decree No. 1278/2012.
EIGHTH ITEM OF THE AGENDA: "Granting of authorization to the Board of Directors to make advance payments of director´s fees, during the fiscal year started on January 1st, 2015, ad-referendum of the shareholders' meeting that considers the documentation corresponding to said fiscal year."It was approved to authorize the Board of Directors to make payments in advance on account of fees to directors, ad-referendum of the decision made at the Shareholders' Meeting that considers the documents belonging to fiscal year started on January 1st, 2015.
NINTH ITEM OF THE AGENDA: "Election of three syndics and three alternate syndics for one-year term of office."It was approved to re-elect Dr. Enrique M. Garda Olaciregui and the public accountants Norberto D. Corizzo and Luis A. Díaz as regular syndics, and the lawyers Miguel N. Armando, Fernando Noetinger and Horacio Tedín as alternate syndics all of them for a one (1) year term of office.
TENTH ITEM OF THE AGENDA: "Determination of the number of directors and alternate directors and, if appropriate, election thereof for the term established by the Company's bylaws until reaching the number of directors determined by the Shareholders' meeting."
(i) It was approved to accept the resignations of the Alternate Directors Mr. Sergio Grinenco and Mr. Alejandro María Rojas Lagarde; (ii) It was approved to fix the number of regular directors at nine (9) and the number of alternate directors at four (4). (iii) Also, it was resolved to re-elect Messrs. Abel Ayerza, Cirilo Enrique Martin, Antonio Roberto Garcés and Juan Miguel Cuattromo as regular directors, the first three for a three (3) year term of office and the last one for a one (1) year term of office. Juan Miguel Cuattromo has been proposed by the Direction of Companies with Government Participation. (iv) it was approved to elect Mr. Augusto Rodolfo Zapiola Macnab and to re-elect Mr. Sergio Grinenco and Mr. Alejandro María Rojas Lagarde, as alternate directors, all of them for a tree (3) year period.
In accordance to what is stated by the regulations of the Comisión Nacional de Valores in its NT 2013, article
4th , Section III, Chapter I, Title XII (Transparencia en el Ámbito de la Oferta pública) and article 11th , Section III, Chapter III, Title II (Órganos de Administración y Fiscalización. Auditoría Externa) Mr. Abel Ayerza and Sergio Grinenco are qualified as non-independent and Mrs. Antonio R. Garcés, Cirilo Enrique Martin and
Augusto Rodolfo Zapiola Macnab and Alejandro María Rojas Lagarde are qualified as independent.
Tte. Gral. Perón 430, 25° piso (C1038AAJ) Buenos Aires - Argentina Tel. 4343-7528 Fax 4331-9183 www.gfgsa.com
Grupo Financiero Galicia S.A.
CUIT: 30-70496280-7
Additionally, Mr. Juan Miguel Cuattromo has been qualified as independent according to a note sent by the
Dirección Nacional de Empresas con Participación del Estado.
Furthermore, it was approved that alternate directors replace regular directors in the following order: María Ofelia H. de Escasany, Sergio Grinenco, Alejandro M. Rojas Lagarde and Augusto Rodolfo Zapiola Macnab; and that alternate directors replace independent regular directors in the following order: Alejandro M Rojas Lagarde and Augusto Rodolfo Zapiola Macnab.
It was approved that the compensation for the accountant who certified the Financial Statements for fiscal year 2014 be fixed in Ps. 1,056,600.
TWELFTH ITEM OF THE AGENDA: "Appointment of the independent accountant and alternate accountant to certify the Financial Statements for fiscal year 2015."
It was approved the appointment of the accountants Santiago José Mignone and Carlos Martín Barbafina as independent accountant and alternate accountant, respectively. Both accountants are from Price Waterhouse & Co. S.R.L.
Yours sincerely,
A. Enrique Pedemonte
Attorney in fact
Tte. Gral. Perón 430, 25° piso (C1038AAJ) Buenos Aires - Argentina Tel. 4343-7528 Fax 4331-9183 www.gfgsa.com
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