Table of Contents
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3.
KEY INFORMATION
A.
[RESERVED]
B.
Capitalization and indebtedness
C.
Reasons for the offer and use of proceeds
D.
Risk factors
ITEM 4.
INFORMATION ON THE BANK
History and development of the Bank
Business overview
Organizational Structure
Property, plants and equipment
ITEM 4.A.
UNRESOLVED STAFF COMMENTS
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Operating results
Liquidity and Capital Resources
Research and Development
Trend Information
E.
Critical Accounting Estimates
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors and Senior Management
Compensation
Board Practices
Employees
Share Ownership
F.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.
ITEM 7.
Major Shareholders and Related Party Transactions
Major Shareholders
Related Party Transactions
Interest of experts and counsel
ITEM 8.
FINANCIAL INFORMATION
Consolidated Statements and Other Financial Information
Significant Changes.
ITEM 9.
OFFER AND LISTING DETAILS
Our Shares and ADSs
Plan of Distribution
i
Markets
Selling Shareholders
Dilution
Expenses of the issue
ITEM 10.
ADDITIONAL INFORMATION
Share Capital
Memorandum and Articles of Association
Material Contracts
Exchange Controls
Taxation
Dividends and Paying Agents
G.
Statement by Experts
H.
Documents on Display
I.
Subsidiary Information
J.
Annual Report to Security Holders
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Debt Securities
Warrants and Rights
Other Securities
American Depositary Shares
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Defaults
Arrears and Delinquencies
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management’s Annual Report on Internal Control over Financial Reporting
Attestation Report of the Independent Registered Public Accounting Firm
Changes in Internal Control Over Financial Reporting
ITEM 16.
RESERVED
Audit Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Change in Registrant’s Certifying Accountant
Corporate Governance
ii
Mine Safety Disclosure.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.
Insider Trading Policies.
K.
Cybersecurity.
ITEM 17.
FINANCIAL STATEMENTS
ITEM 18.
ITEM 19.
EXHIBITS
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PART I
INTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Certain Defined Terms
In this annual report, we use the terms “the registrant,” “we,” “us,” “our” the “Bank” to refer to Banco Macro S.A. and its subsidiaries, on a consolidated basis. References to “Banco Macro” refer to Banco Macro S.A. on an individual basis. References to “Class B shares” refer to shares of our Class B common shares and references to “ADSs” refer to American depositary shares representing our Class B common shares, except where otherwise indicated by the context.
The term “Argentina” refers to the Republic of Argentina. The terms “Argentine government” or the “government” or the “Federal government” refer to the federal government of Argentina, the term “Argentine Congress” refers to the Argentine National Congress, the legislative branch of the government of Argentina. The term “Central Bank” or “BCRA” refers to the Banco Central de la República Argentina, or the Argentine Central Bank, the term “Superintendency” refers to the Superintendencia de Entidades Financieras y Cambiarias or the Superintendency of Financial and Exchange Entities, the term “CNV” refers to the Comisión Nacional de Valores, or the Argentine Securities Commission, the term “UIF” refers to the Unidad de Información Financiera or Financial Information Unit, the term “BYMA” refers to Bolsas y Mercados Argentinos S.A., or the Buenos Aires Stock Exchange, the term “A3 Mercados” refers to A3 Mercados S.A. (formerly Mercado Abierto Electrónico S.A., known as “MAE”), the term “NYSE” refers to the New York Stock Exchange, the term “IGJ” refers to the Inspección General de Justicia, or Public Registry of Buenos Aires and the term “ANSES” refers to the Administración Nacional de la Seguridad Social or National Social Security Agency. The term “SMEs” refers to Pequeñas y Medianas Empresas or small- and medium-sized companies. The term “ARCA” refers to the Agencia de Recaudación y Control Aduanero or Customs Collection and Enforcement Agency (formerly Administración Federal de Ingresos Públicos or “AFIP”).
The terms “U.S. dollar” and “U.S. dollars” and the symbol “U.S.$” refer to the legal currency of the United States. The terms “Peso” and “Pesos” and the symbol “Ps.” refer to the legal currency of Argentina. “Billion” refers to the number 1,000,000,000 and “Trillion” refers to the number 1,000,000,000,000. “Central Bank Rules” refers to the accounting and other regulations of the Central Bank. “IFRS” refers to the IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
The term “GDP” refers to gross domestic product and all references in this annual report to GDP growth are to real GDP growth. The term “INDEC” refers to the National Statistics Institute (Instituto Nacional de Estadísticas y Censos). The term “CER,” or benchmark stabilization coefficient, is an index issued by the Argentine government which is used to adjust value of credits and deposits. Pursuant to Resolution No. 203/2016 from the former Ministry of Economy and Finance, as of June 2016, the Consumer Price Index (Índice de Precios al Consumidor) (“IPC”) currently in force and used to adjust the CER. The term “UVI” means Unidad de Vivienda, it represents the cost of construction of one thousandth square meter of housing. The term “UVA” means Unidad de Valor Adquisitivo, an index determined by the Central Bank, reflecting the variation of one-thousandth of the average value of a square meter built for housing in Argentina (such that 1,000 UVAs are equivalent to one square meter). This value was initially set at Ps.14.05 and is updated daily based on the variation in the CER since March 31, 2016.
Presentation of Certain Financial and Other Information
Our consolidated financial statements included in this annual report have been prepared in accordance with IFRS Accounting Standards as issued by the IASB.
Our consolidated financial statements as of December 31, 2025, and the corresponding figures for the previous fiscal years have been restated for the changes in the general purchasing power of our functional currency (Pesos) as established by IAS 29. As a result, those consolidated financial statements are stated in terms of the current measuring unit at the end of the reporting period (December 31, 2025), except otherwise indicated. The inflation rate was 31.5%, 117.8% and 211.4% for the fiscal years ended on December 31, 2025, 2024 and 2023, respectively.
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Solely for the convenience of the reader, the reference exchange rate for U.S. dollars as of December 31, 2025, as reported by the Central Bank was Ps.1,459.42 to U.S.$1.00.
The accompanying consolidated financial statements include our financial statements, as of December 31, 2025, and of the following controlled entities:
Macro Securities S.A.U. (“Macro Securities”);
Macro Fiducia S.A.U. (“Macro Fiducia”);
Macro Fondos S.G.F.C.I. S.A. (“Macro Fondos”);
Macro Bank Limited;
Macro Agro S.A.U.;
Argenpay S.A.U.;
Fintech S.G.R.; and
Alianza S.G.R. (consolidated since January 2025, as we acquired control in that month)
IFRS Accounting Standards differs in certain aspects from Central Bank Rules. As a result, our financial information presented under IFRS is not directly comparable to our financial information presented under Central Bank Rules. Accordingly, readers should exercise caution when making any comparison.
Rounding
Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Market Data
We make statements in this annual report about our competitive position and market share in, and the market size of, the Argentine banking industry. We have made these statements on the basis of statistics and other information from third-party sources that we believe are reliable. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect, we have not independently verified the competitive position, market share and market size or market growth data provided by third parties or by industry or general publications.
Our Internet Site Is Not Part Of This Annual Report
We maintain our website at www.macro.com.ar. Information contained in or otherwise accessible through this website is not a part of this annual report. All references in this annual report to this internet site are inactive textual references to this URL, or “uniform resource locator” and are for informational reference only.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains certain statements that we consider to be “forward-looking statements.” We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results to differ substantially from those anticipated in our forward- looking statements, including, among other things:
changes in local, regional and national general economic, business, political, legal, social or other conditions in Argentina, elsewhere in Latin America and worldwide;
developments in other countries, such as the conflict between Russia and Ukraine, between Israel, Hamas and Iran, and the tensions between China and Taiwan, supply chain disruptions, changes in monetary policies in the United States and Europe, and the slowdown in the economic activities in China, that impact conditions in Argentina;
effects of the global financial markets and economic crisis;
the impact of tariffs, trade barriers and other restrictions imposed on global trade;
changes in capital markets in general that may affect policies or attitudes toward lending to Argentina or Argentine companies, including expected or unexpected volatility in domestic or international financial markets;
financial difficulties of the Argentine government, including fluctuations and declines in the value of Argentine public debt and the ability (or inability) of the Argentine government to restructure or rollover its outstanding debt that is held by international credit agencies or lenders;
inflation and interest rates fluctuations in Argentina;
changes in interest rates and the cost of deposits which may, among others, adversely affect financial margins;
fluctuations and declines in the exchange rate of the Peso;
exchange controls, restrictions on transfers abroad and restrictions on capital inflows and outflows;
governmental interventions and changes in regulations applicable to financial institutions, including tax regulations and changes in, or failures to comply with, banking or other regulations;
adverse legal or regulatory disputes or proceedings;
credit and other risks of lending, such as increases in defaults by borrowers and other delinquencies;
increase in the provisions for loan losses;
a change in the credit cycle, increased borrower defaults and/or a decrease in the fees charged to clients;
decrease in deposits, customers loss and revenue losses;
increased competition in banking, financial services, credit card services, insurance, asset management, mutual funds and related industries and the loss of market share;
cost and availability of funding;
technological changes, changes in consumer spending and saving habits, and inability to implement new technologies; and
the risk factors discussed under Item 3.D “Risk Factors.”
The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulations and the effects of competition. Forward-looking statements speak only as of the date they were made, and we disclaim any obligation to update publicly or to revise any forward-looking statements after we distribute this annual report due to new information, future events or other factors. 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.
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Sections of this annual report that by their nature contain forward-looking statements include, but are not limited to, “Item 3. Key Information,” “Item 4. Information on the Bank,” “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosure About Market Risk.”
Not applicable.
A. [RESERVED]
B. Capitalization and indebtedness
C. Reasons for the offer and use of proceeds
D. Risk factors
You should carefully consider the risks described below with all of the other information included in this annual report before deciding whether to invest in our Class B shares or our ADSs. If any of the following risks actually occurs, it may materially harm our business, financial condition, and results of operations. As a result, the market price of our Class B shares and/or our ADSs could decline, and you could lose part or all of your investment.
Investors should carefully read this annual report in its entirety. They should also take into account and evaluate, among other things, their own financial circumstances, their investment goals, and the following risk factors.
Information provided by the Central Bank of Argentina and/or the INDEC and the information included in this section has been prepared in accordance with a methodology that may not necessarily follow the methodology used for the preparation of our consolidated financial statements included in this annual report (e.g. has not been adjusted for inflation), and as a result may not be comparable.
Summary Risk Factors
Below is a summary of the principal risks and uncertainties we face, organized under relevant headings. These risks are discussed more fully below.
Risks related to Argentina include:
We are subject to the following risks in respect of Argentina:
the Argentine economy could be adversely affected by the economic, social and political measures adopted by the Argentine government;
the Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high inflation, and currency devaluation;
4
the Argentine economy could be adversely affected by economic, political and geopolitical developments in other countries;
Argentina’s ability to obtain financing from international loan and capital markets may be limited or costly, which may impair its ability to implement reforms and foster economic growth;
Argentina is subject to litigation by foreign shareholders of Argentine companies and holders of Argentina’s defaulted bonds, which have resulted and may result in adverse judgments or injunctions against Argentina’s assets and limit its financial resources;
exchange controls and capital inflow and outflow restrictions have limited, and could continue to limit, the availability of international credit and may adversely affect the Argentine economy;
significant devaluation of the Peso against the U.S. dollar may adversely affect the Argentine economy;
high inflation levels could have adverse long-term consequences for the Argentine economy;
high public expenditure could result in long lasting adverse consequences for the Argentine economy;
failure to adequately address actual and perceived risks of institutional deterioration may adversely affect Argentina’s economy and financial condition;
an outbreak of a new pandemic may have material adverse consequences on the Argentine economy; and
climate change-related risks may adversely affect Argentina’s economy.
Risks related to the Argentine financial system
We are subject to the following risks in respect of the Argentine financial system:
the growth and profitability of Argentina’s financial system depends on the growth of the long-term credit market;
the stability of the financial system depends upon the ability of financial institutions, including us, to retain the confidence of depositors;
an increase in maturity mismatches between funding sources and loan portfolios, together with tightening monetary conditions, may adversely affect liquidity conditions in the Argentine financial system;
the asset quality of financial institutions could be deteriorated if the Argentine private sector is affected by economic events in Argentina or international macroeconomic conditions;
reduced spreads between interest rates received on loans and those paid on deposits, without corresponding increases in lending volumes, could adversely affect the financial system;
the application of the Consumer Protection Law may prevent or limit the collection of payments with respect to services rendered by financial institutions;
class actions against financial entities for an indeterminate amount may adversely affect the profitability of the financial system;
governmental measures and the regulatory framework applicable to financial entities could have a material adverse effect on their operations;
certain changes to services and commissions charged by financial entities on debit and credit card sales may affect Argentine financial institutions;
increased operating costs may affect the Argentine financial institutions results of operations;
Argentine financial institutions, including us, continue to have significant exposure to public sector debt, and its repayment or refinancing capacity, which in periods of uncertainty may negatively affect their results of operations;
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enforcement of creditors’ rights in Argentina may be limited, costly and lengthy; and
exposure to multiple federal, provincial and/or municipal legislation and regulations could adversely affect financial entities’ results.
Risks related to us
We are subject to the following risks in respect of our business:
our target market may be the most adversely affected by economic recessions;
significant shareholders have the ability to direct our business, and their interests could conflict with yours;
we will continue to consider acquisition opportunities, which may not be successful;
our estimates and established reserves for credit risk and potential credit losses may prove to be inaccurate and/or insufficient, which may materially and adversely affect our financial condition and results of operations;
changes in market conditions, and any risks associated therewith, could materially and adversely affect our financial condition and results of operations;
increased competition and consolidation in the banking system, and a changing business model, could limit our growth or continue to reduce spreads and adversely affect our results of operations;
cybersecurity events could negatively affect our reputation, our financial condition and our results of operations;
our business is highly dependent on properly functioning information technology systems and improvements to such systems;
an increase in fraud or transactions errors may adversely affect us;
liquidity issues could arise that may adversely affect our business;
we may be exposed to compliance risks; and
increased attention to environmental, social and governance (“ESG”) matters may impact our business.
Risks related to our Class B shares and the ADSs
We are subject to the following risks in respect of our Class B shares and the ADSs:
holders of our Class B shares and the ADSs may not receive any dividends;
holders of our Class B shares and the ADSs located in the United States may not be able to exercise preemptive rights;
we are traded on more than one market, which may result in price variations and investors may not be able to easily transfer shares for trading between such markets;
our shareholders may be subject to liability for certain votes of their securities;
payments on Class B shares or ADSs may be subject to FATCA withholding; and
we are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liabilities against us, our directors, officers and certain experts.
Risks related to Argentina
The Argentine economy could be adversely affected by the economic, social and political measures adopted by the Argentine government.
Substantially all of our operations, properties and customers are located in Argentina and, as a result, our business is to a large extent dependent upon macroeconomic, political, regulatory and social conditions prevailing in Argentina, including but not limited to, the following: (i) international demand and prices for Argentina’s commodity exports; (ii) competitiveness and efficiency of domestic industries and services; (iii) stability and competitiveness of the Peso against foreign currencies; (iv) foreign and domestic investment and financing; (v) level of foreign exchange reserves in the Central Bank which may cause abrupt changes in currency values and exchange and capital control regulations; (vi) interest rates, inflation, wage and price controls; (vii) labor disputes and work stoppages; (viii) the level of expenditure by the Argentine government and its ability to sustain fiscal balance; (ix) changes in economic or fiscal policies implemented by the Argentine government; and (x) the level of unemployment, political instability and social tensions.
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Furthermore, the Argentine economy is particularly susceptible to fluctuations in the local political landscape. On December 10, 2023, Javier Milei took office as President of Argentina and pledged to implement significant economic reforms. Following President Milei’s inauguration, the Argentine Executive Branch enacted Decree No. 70/2023, which outlines a series of measures aimed at reducing the size of the public administration and public expenses, as well as loosening regulation. On June 28, 2024, the Argentine Congress passed the Ley de Bases, which formally declared a state of public emergency in administrative, economic, financial and energy matters for a period of one year. During this time, it also grants the Argentine Executive Branch certain legislative powers. The Ley de Bases also implements legal, institutional, and tax reforms affecting various sectors of the economy.
As part of these broader changes, the Milei administration implemented major economic policies in 2025 and 2024, including reductions in public subsidies, tariff hikes, and policies aimed at controlling inflation and fiscal deficits. While the current administration has achieved both fiscal and financial surpluses, there is no guarantee that these will be sustained. See “—High public expenditure could result in long lasting adverse consequences for the Argentine economy.”
In addition, President Milei called on governors and leaders of the main political parties to set aside personal interests and convene in the province of Córdoba on May 25, 2024, to sign a new social contract, called the “May Pact” (Pacto de Mayo). This agreement establishes ten guiding principles for Argentina’s proposed economic order. These are: (i) the inviolability of private property, (ii) non-negotiable fiscal balance; (iii) the reduction of public expenditure; (iv) a tax reform that reduces fiscal pressure over the Argentine population; (v) a federal tax reform; (vi) the provinces’ commitment for purposes of natural resources exploitation; (vii) a labor reform; (viii) a reform to the retirement system; (ix) a political structural reform; and (x) the opening of international trade in a way that Argentina becomes once again a protagonist in the global market. The Pacto de Mayo was ultimately signed on July 9, 2024, by 18 governors, 2 former presidents, legislators, and sectoral representatives.
These measures are expected to have a significant impact on the economy, with potential effects on currency stability, purchasing power, and social dynamics, all of which will continue to influence the Argentine economy and our business, results of operations, and overall financial condition.
Additionally, the Argentine economy remains highly sensitive to political developments in Argentina. The composition of Congress will determine the ability of the Executive Branch to implement its agenda. Since the current administration took office, the small representation La Libertad Avanza has in the Argentine Congress limited its ability to promote laws, having to negotiate with the opposition different points on each bill to obtain their support. At the same time, certain circumstances led the opposition to join forces and promote laws that the administration had previously publicly rejected. Examples of these are, on one hand, the enactment of the Ley de Bases in July 2024, which counted with votes from different parties across the political spectrum, and the approval by the opposition of the amendment to the retirement and pension legislation, which was rejected by President Milei’s administration, on the other.
Legislative elections take place every two years, leading to a partial renewal of both chambers of Congress and the next presidential and legislative elections are expected to occur in October 2027. On September 7, 2025, provincial mid-term legislative elections were held in the Province of Buenos Aires. The political party Fuerza Patria obtained 47.3% of the votes, whilst President Milei’s party, La Libertad Avanza, received 33.7% of the votes. Following the election, the international and domestic capital markets responded negatively, resulting in increased volatility in Argentine assets and a decline in equity and bond prices. On October 26, 2025, national mid-term legislative elections were held across Argentina to elect/renew half of the seats in the Chamber of Deputies and one-third of the seats in the Senate. President Milei’s party, La Libertad Avanza, obtained approximately 40.7% of votes for the Chamber of Deputies and approximately 42.0% for the Senate, while the main opposition coalition obtained approximately 31.7% for the Chamber of Deputies and approximately 28.4% for the Senate. Despite the new congressional composition, the outcome of these mid-term elections could result in changes to government policies that may affect our business. However, we cannot predict if or when such changes will occur, nor can we accurately assess their potential impact on our operations.
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On March 1, 2026, in his address opening the ordinary session of Congress, President Javier Milei announced his intention to submit a broad package of structural reforms aimed at redesigning the institutional framework of the government. The proposed package reportedly consists of approximately 90 bills across multiple ministries and includes, among other initiatives: (i) amendments to the Civil and Commercial Code, the Civil and Commercial Procedure Code, the Customs Code, and the Criminal Code; and (ii) reforms affecting the tax system, education, the electoral system, the judiciary, and the armed forces. As of the date of this annual report, it is uncertain whether these proposed reforms will be approved and, if approved, their final scope, timing, and impact remain uncertain. The adoption, modification, or rejection of such reforms could have a significant impact on Argentina’s economy, our business, financial condition, and results of operations.
We cannot anticipate the social, political, or economic impact of the measures announced and implemented by the government to date, as well as any future measures, or the effects of the ambitious deregulation framework set forth in Decree 70/2023, the Ley de Bases, and the Fiscal Reform (as defined below). In September 2025, the Argentine Senate approved a bill to restrict the use of Decrees of Necessity and Urgency (DNU), and the Argentine Congress has reinstated certain regulations that were previously vetoed by the Executive Branch, reflecting ongoing tensions between the executive and legislative branches. In December 2025, the Argentine Congress approved the Labor Reform (Law No. 27,802), which introduced significant changes to employment conditions, including new modalities for overtime and vacations, a new regime for delivery app workers, the establishment of the Labor Assistance Fund (FAL), and reductions in employer contributions to promote formal employment. Additionally, the Argentine Congress approved the Tax Reform (Law No. 27,799), which introduced a new regime of fiscal innocence and other tax measures. Since its enactment, the Labor Reform has been subject to a number of judicial challenges brought by labor unions and the General Confederation of Labor (Confederación General del Trabajo, or “CGT”), among others, and Argentine courts have suspended the applicability of 83 articles of the Labor Reform. As of the date of this annual report, the Argentine government has sought to overturn such suspension, including by filing a per saltum appeal directly before the Argentine Supreme Court. Jurisdictional issues have also been raised in connection with these proceedings. We cannot predict the ultimate outcome of these or any future judicial challenges, whether additional claims will be brought, or the extent to which court decisions may affect the implementation or scope of the Labor Reform. These measures could have a material impact on our business, financial condition, and operating results.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high inflation, and currency devaluation.
If economic conditions in Argentina deteriorate, inflation accelerates, or the Argentine government’s measures to attract and retain foreign investment and international financing prove unsuccessful, Argentina’s economic growth could be adversely affected, impacting our business, results of operations and financial condition.
In the past, the Argentine government has implemented measures to monitor and control the prices of the most relevant goods and services in an effort to curb inflation. However, President Milei’s administration has shifted its macroeconomic approach to focus on eliminating the federal government’s fiscal deficit and substantially reducing monetary issuance.
High inflation rates weaken the competitiveness of Argentina’s goods and services in the international markets, negatively impact employment, consumption, and economic activity, and undermine the confidence in Argentina’s banking system. This, in turn, could further limit the access to domestic and international credit by local companies and affect political stability. While inflation is declining, it remains a persistent challenge. Argentina’s structural inflationary imbalances remain critical and could raise the current inflation levels, adversely affecting Argentina’s economy and financial condition. Inflation can also lead to an increase in Argentina’s debt.
Furthermore, on June 28, 2024, the Chamber of Deputies of the Argentine Congress passed the Law No. 27,743 (the “Fiscal Reform”), successfully reinstating provisions on income tax and personal assets, previously rejected by the Senate. The Fiscal Reform introduced key tax measures, including a tax regularization regime with partial remission of interest and penalties, an asset disclosure program subject to a progressive special tax, and the repeal of the Tax on the Transfer of Real Estate for transactions before 2018. The law also modifies the simplified tax regime for small taxpayers, mandates VAT transparency in consumer prices, exempts small taxpayers from withholding tax on electronic collections, and increases provincial mining royalties from three to five percent. The Fiscal Reform was enacted and took effect on July 8, 2024.
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On the international front, in February 2025, President Milei announced Argentina’s withdrawal from the Paris Agreement and the World Health Organization (WHO). Such actions may adversely affect Argentina’s international standing and relationships with other countries, which could in turn negatively impact the Argentine economy and, consequently, our business, financial condition and results of operations.
The potential social, political, and economic impact of the measures adopted by Argentine government—including the shift in macroeconomic policy, the implementation of the Fiscal Reform, and recent announcements on the international front—is difficult to predict. While inflation has shown signs of decline, structural imbalances persist and could undermine the government’s stabilization efforts. In addition, uncertainty regarding Argentina’s international positioning could further impact investor confidence and economic performance. These developments, individually or collectively, could adversely affect Argentina’s economy and, consequently, our business, financial condition and results of operations.
The Argentine economy could be adversely affected by economic, political and geopolitical developments in other countries.
Argentina’s economy remains vulnerable to external shocks that could be caused by a variety of adverse regional or global developments. This includes global economic instability driven by uncertainty about trade policies, the economic conditions in Argentina’s major trading partners (including Brazil, the European Union, China and the United States), and geopolitical tensions. The geopolitical conflicts, notably the ongoing dispute between Russia and Ukraine and more recently the conflicts between Israel, Iran and Hamas, and the tensions between China and Taiwan, contribute to this instability by causing heightened inflation, supply chain disruptions, interest rate increases, market volatility, and impacts on commodity prices, particularly crude oil and gas as a result of restrictions on shipping through the strait of Hormuz. These conflicts could further slow the global economy and affect the payment capacity of our customers, especially those with exposure to the Russian, Ukrainian, Chinese or Middle East markets.
In October 2023, the Israeli-Palestinian conflict intensified as Hamas, which has controlled the Gaza Strip for over 15 years, infiltrated the militarized border into Israel. This incursion led to swift Israeli military responses, including the declaration of a state of war and the launch of Operation Iron Sword. The Israeli army mobilized to reinforce the borders, encircle the Gaza Strip, and search for Hamas terrorists within Israeli territory. The ongoing conflict between Israel and Hamas has already involved several jurisdictions (given that Israel has been attacked by Iran and by Hezbollah cells across the region), and has extended to the Red Sea, where increasing attacks on international shipping have caused concern due to their potential effect on supply chains and their subsequent economic impact. As of the date of this annual report, the conflict in the Middle East continues, and it is not possible to anticipate what the consequences will be should it continue to escalate to a region-wide conflict.
The imposition of economic sanctions and trade restrictions against Russia by the United States, the European Union, the United Kingdom, and other major economies could intensify further, resulting in raw material shortages, higher inflation levels, and supply chain interruptions. Interruptions in the global supply chain could affect various sectors, particularly energy, and create difficulties in local markets.
In addition, the political, social, and economic situation in the Bolivarian Republic of Venezuela remains unstable. In recent years, Venezuela has experienced high levels of political and social unrest, institutional deterioration, international economic sanctions, restrictions on foreign trade, and a noticeable contraction in economic activity. On January 3, 2026, the United States conducted a joint operation involving the U.S. Department of Justice and the military to apprehend and arrest Nicolás Maduro and his wife and bring them to trial in New York. The operation included airstrikes against certain targets in Venezuela, and President Donald Trump has indicated that the United States will oversee a transition of the Venezuelan government. As of the date of this annual report, it is difficult to predict how the security, political, and economic situation in Venezuela and the region will develop, and further developments, including an escalation of military conflict and the potential for civil and social unrest, could adversely affect and increase volatility in financial and securities markets.
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In June 2025, following Israeli strikes on Iranian military infrastructure, the United States launched a major air attack targeting Iran’s nuclear facilities at Fordow, Natanz, and Isfahan. The U.S. strikes caused significant damage and marked a dramatic escalation in U.S.-Iran tensions, raising fears of a wider regional war. On February 28, 2026, the United States and Israel conducted additional air strikes on Iran, and in retaliation Iran fired ballistic missiles at Israel and targeted at least four U.S. military bases in the Persian Gulf. Since that date, intense military actions and bombings by the United States, Israel, and Iran have continued in the Middle East, including reported attacks in other countries such as Iraq, Saudi Arabia, Qatar, and Bahrain. The continuation and further escalation of these conflicts could lead to the involvement of other countries. The Argentine administration has publicly expressed its alignment with the United States and Israel in foreign policy matters, which could expose Argentina to diplomatic or trade repercussions from countries or blocs that oppose these positions.
Furthermore, global economic and financial crisis, the general weakness of the global economy and instability in the international financial system, negatively affect emerging economies like Argentina. The Argentine economy could suffer from lower international demand and lower prices for its products and services, lower capital inflows and higher risk aversion, which may also adversely affect our business, results of operations, and financial condition. In addition, the long-term effects of the expansionary monetary and fiscal policies adopted by central banks and financial authorities in some of the world’s major economies, including the United States and China, are uncertain.
The Argentine economy may also be affected by conditions in developed economies, such as the United States, which are significant trading partners of Argentina or have an influence on international business cycles. In the past, emerging market economies have been affected by changes in U.S. monetary policy, at times resulting in the unwinding of investments and increased volatility in the value of their currencies. In September, October and December 2025, the U.S. Federal Reserve decreased the federal funds rate to 4.25%, 4.00% and 3.75%, respectively. If interest rates rise significantly in developed economies, including the United States, emerging market economies, including Argentina, could find it more difficult and expensive to borrow capital and refinance existing debt, which would negatively affect their economic growth. Reduced growth in Argentina’s trading partners could have a material adverse effect on Argentina’s export markets and, in turn, adversely affect economic growth.
On January 20, 2025, Donald Trump was inaugurated for his second term as President of the United States. Changes in United States trade policies, notably the recent imposition of tariffs on imports from Canada, Mexico, and China, alongside potential international retaliations, present risks to global trade flows. These disruptions may lead to increased operational costs, impacting Argentina’s key international trade partners and, consequently, the Argentine economy. So far, Argentina and other Latin American countries have faced relatively low U.S. tariffs, applied uniformly across the region. Specifically, Argentina’s exports to the United States are now subject to a 10% tariff, up from the previous average of 1.5%. While this provides a comparative advantage over countries facing higher rates, it still results in meaningful additional costs for Argentine exports. The U.S. political environment may be affected by the congressional midterm elections scheduled for November 2026, which will determine control of both chambers of the U.S. Congress for the following legislative term. Depending on the electoral outcome, changes in congressional leadership could affect the scope or implementation of U.S. economic and trade policies, including measures that may influence tariffs, supply chains, or market access for international exporters operating in or trading with the United States. On February 5, 2026, Argentina and the United States signed a bilateral trade and investment agreement intended to reduce tariff and non-tariff barriers and expand investment between the two countries. Although the agreement is expected to facilitate increased trade between the two countries, its implementation, scope and interaction with existing or future tariff and trade measures remain subject to regulatory developments and policy decisions. As of the date of this annual report, the agreement has not been approved by the Argentine Congress.
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Additionally, geopolitical shifts stemming from these policies may heighten market instability, affecting Argentina’s economic performance, and, therefore, negatively affect us. Due to unpredictability around future trade policies, uncertainties persist regarding the extent of potential impacts on Argentina’s economy and the our financial condition. These external shocks could pose significant challenges to strategic planning and financial operations.
We cannot assure investors that developments in other markets will not affect macroeconomic, political, or social conditions in Argentina. Consequently, there is a risk that our business, results of operations, and financial condition may be adversely impacted by these multifaceted external influences. The exact consequences of these developments on the global economy and financial markets, and by extension on the Argentine economy, are challenging to predict due to the complexities involved.
Argentina’s ability to obtain financing from international loan and capital markets may be limited or costly, which may impair its ability to implement reforms and foster economic growth.
The Argentine government has repeatedly faced difficulties in the payment of its sovereign debt in the past. As a result, the Argentine government may not have access to international financing, or its access may be costly, which would limit its ability to make investments and foster economic growth. Additionally, Argentine companies may also have difficulty accessing international financing at reasonable costs or at all.
On March 11, 2025, the Argentine government issued Decree No. 179/25 approving certain public loan transactions described in an agreement with the International Monetary Fund (“IMF”). These loan transactions are expected to be used for the repayment of certain pre-existing obligations, among other purposes. On April 8, 2025, the IMF and the Argentine government reached a new agreement for a total amount of approximately U.S.$20 billion. On April 11, 2025, the IMF approved an initial disbursement of U.S.$12 billion under the new agreement and an additional disbursement of U.S.$2 billion, which was made in July 2025. The new IMF agreement has a ten-year maturity period, a four-and-a-half-year grace period and an annual interest rate of 5.63% per annum.
On April 11, 2025, the World Bank and the Inter-American Development Bank (the “IDB”) approved the granting of financial assistance to Argentina under multi-year programs in the amount of U.S.$12 billion and U.S.$10 billion, respectively. On July 24, 2025, the IDB approved two loans totaling U.S.$1.2 billion to strengthen fiscal sustainability, improve the business climate and boost competitiveness under its 2025–2028 country strategy. These loans form part of the U.S.$10 billion financing package to be provided by the IDB to Argentina’s public and private sectors over the next three years. On December 19, 2025, the World Bank approved additional financing of U.S.$300 million aimed at strengthening institutional capacity to optimize the targeting of gas subsidies. This loan bears interest at a variable rate and is repayable over 32 years following a seven-year grace period.
In September 2025, the Argentine government and the U.S. Treasury announced a framework for a bilateral currency swap line of up to approximately U.S.$20 billion, under which the Central Bank may draw U.S. dollars in exchange for Pesos. The agreement aims to support macroeconomic stability, preserve price stability and promote sustainable economic growth, and is expected to expand the Central Bank’s monetary and exchange policy toolkit and strengthen the liquidity of its international reserves. As of the date of this annual report, the Argentine government has reportedly activated a small portion (approximately U.S.$2.5 billion) of this line, which was fully repaid on January 9, 2026. Although this swap line may help Argentina mitigate pressure on its foreign currency reserves in the short term, the full conditions—including the interest rate, maturity, collateral terms, and the timing and volume of future draws—have not been fully disclosed.
Following the October 2025 legislative elections, Argentine financial markets reacted positively, including an appreciation of the Peso against the U.S. dollar, increases in Argentine sovereign bond prices, and gains in equity indices. In early December 2025, Argentina regained access to mid and long-term U.S. dollar-denominated financing in local capital markets after several years.
During 2026, Argentina will have significant debt maturities, of which approximately U.S.$20 billion will be denominated in foreign currency. Without renewed access to the financial markets, the Argentine government may not have the financial resources to drive growth.
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In addition, due to past or potential future defaults on its indebtedness, and despite recent developments, we cannot assure you that Argentina will have access to international financing in the future on reasonable terms, or at all. If Argentina is not able to access financing, it may not be able to foster economic growth or make necessary public investments. As a result, we cannot assure you that private companies in Argentina, including us, will have access to financing on reasonable terms, or at all, which could adversely affect our business, financial condition and results of operations.
Argentina is subject to litigation by foreign shareholders of Argentine companies and holders of Argentina’s defaulted bonds, which have resulted and may result in adverse judgments or injunctions against Argentina’s assets and limit its financial resources.
There are outstanding claims against the Argentine government submitted before the International Centre for Settlement of Investment Disputes (“ICSID”) which may entail new sanctions against the Argentine government, which in turn could have a substantially adverse effect on the Argentine government’s ability to implement reforms and to foster economic growth and to access credit or international capital markets. We cannot assure that in the future the Argentine government will not breach its obligations.
Litigation, as well as ICSID claims against the Argentine government, have resulted in material judgments and may result in further material judgments, and could result in attachment of or injunctions relating to assets of Argentina that the government intended for other uses. As of the date of this annual report, there are seven ongoing ICSID claims totaling approximately U.S.$1,170 million, and any future material decisions or payments could further strain Argentina´s financial resources. As a consequence, the Argentine government may not have all the necessary financial resources to honor its obligations, implement reforms and foster growth, which could have a material adverse effect on Argentina´s economy, and consequently, our business, financial condition and results of operations.
In addition to the above, there are (i) two final UNCITRAL (United Nations Commission on International Trade Law) awards against Argentina for a total of U.S.$7.5 million, (ii) one ICC (International Chamber of Commerce) award for U.S.$67.1 million against Argentina pending annulment requested by Argentina, (iii) one ongoing UNCITRAL proceeding against Argentina for U.S.$11 million, and (iv) two suspended ICC proceedings with claims totaling U.S.$200.7 million. We cannot guarantee that in the future the Argentine government will not default on its obligations.
It is important to note the ruling in the lawsuit brought by Petersen and Eton Park Capital Management, L.P., Eton Park Master Fund, LTD. and Eton Park Fund, L.P. who filed opening briefs in support of cross-motions for summary judgment with respect to a claim of liability and damages against YPF S.A. (“YPF”) and Argentina. Plaintiffs requested the United States District Court for the Southern District of New York (the “District Court”) for summary judgment in their favor, while each of the defendants argued that they had no liability and should not indemnify the plaintiffs and requested the District Court for summary judgment in their favor and to dismiss all remaining claims against them.
In a decision rendered on March 31, 2023, the District Court granted YPF’s summary judgment motion and denied plaintiffs’ summary judgment motion as to YPF in its entirety. The District Court decided that YPF has no contractual liability and owes no damages to plaintiffs for breach of contract and, accordingly, dismissed plaintiffs’ claims against YPF. The District Court denied Argentina’s motion for summary judgment, and the proceeding continued between plaintiffs and Argentina. On September 15, 2023, a final judgement against Argentina was rendered, in which the District Court ordered that the plaintiffs shall recover on their claim for breach of contract from Argentina approximately U.S.$16 billion and, in accordance with the decision rendered on March 31, 2023, decided to dismiss plaintiffs’ claims against YPF. The plaintiffs then asked the District Court to order Argentina to deposit a guarantee equivalent to the full amount of the ruling with the court. Argentina asked for an extension to deposit such guarantees which was denied by the District Court. Additionally, Argentina is filling for an appeal of the final ruling. On October 18, 2023, the plaintiffs appealed the District Court’s final judgment.
On February 22, 2024, the Argentine Government filed before the Second Circuit Court of Appeals in New York its arguments to initiate the appeal. The two main axes of the strategy, according to the brief, are aimed at challenging the fact that the case is being heard in the New York court, and at reviewing the millionaire amount of the indemnity established in the first instance ruling. On March 25, 2024, the plaintiffs filed reply to the appeal made by the Argentine government on February 22, 2024, challenging the decision that absolved YPF of any liability for the re-expropriation, thereby reintroducing YPF into the legal proceedings. The oral argument regarding the appeal against the final judgment was held on October 29, 2025 and, in early 2026, the Second Circuit Court of Appeals ruled in favor of Argentina, overturning the U.S.$16 billion judgment, finding that the shareholders’ claims are not cognizable as a matter of Argentine law. The Court’s ruling is still subject to an appeal to the United States Supreme Court.
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In November 2024, Burford Capital, the primary financier of the lawsuit, indicated its willingness to accept Argentine bonds as a form of payment instead of a cash settlement. Additionally, the U.S. Department of Justice considered intervening in the case, evaluating the possibility of submitting a statement of interest due to concerns about legal precedents that could impact U.S. companies.
In the context of enforcement actions, Judge Loretta Preska ordered Argentina to provide detailed information regarding its gold reserves and other state assets. This order was issued in response to requests from the plaintiffs, who seek to identify attachable assets to enforce the U.S.$16 billion ruling in their favor. In January 2025, Argentina agreed to disclose the requested information about its gold reserves by February 28, 2025, following the schedule established by Judge Preska.
Following this, another significant legal setback occurred as U.S. courts authorized the seizure of U.S.$300 million held in Federal Reserve accounts linked to Argentina’s Brady Bonds. This decision came after the U.S. Supreme Court rejected Argentina’s appeal, allowing bondholders to collect on Argentina’s sovereign assets abroad. Shortly thereafter, Judge Loretta Preska approved an additional U.S.$210 million seizure of Argentina’s sovereign assets, further increasing Argentina’s financial liabilities.
On June 30, 2025, the District Court granted the plaintiffs’ turnover motion and ordered Argentina to (i) transfer its Class D shares of YPF to a global custody account at The Bank of New York Mellon in New York within 14 days, and (ii) instruct the subsequent transfer of such shares to the plaintiffs. In related proceedings brought by Bainbridge Fund Ltd., the Court issued a similar order with respect to Class A and Class D shares of YPF.
Argentina filed appeals against such turnover orders and requested a stay of execution. On July 15, 2025, the Court of Appeals granted a temporary administrative stay and, in August 2025, granted a stay of execution pending resolution of the appeal.
Additionally, in July 2025 the District Court lifted the stay on discovery proceedings related to alter ego allegations, including aspects concerning YPF. In September and November 2025, additional rulings were issued regarding YPF’s procedural participation, which were appealed by YPF.
On March 27, 2026, the U.S. Court of Appeals for the Second Circuit reversed the District Court’s judgment against Argentina, holding that the plaintiffs’ breach of contract claims are not cognizable as a matter of Argentine law. The reversal effectively rendered moot the enforcement and turnover orders previously issued by the District Court. As of the date of this annual report, the plaintiffs may seek rehearing en banc before the Second Circuit or petition the U.S. Supreme Court for certiorari, and have also indicated that they may pursue investment treaty arbitration against Argentina before ICSID.
We cannot assure you that no new litigation will be filed against Argentina, nor that any such new cases will not affect Argentina’s economy and our business.
Exchange controls and capital inflow and outflow restrictions have limited, and could continue to limit, the availability of international credit and may adversely affect the Argentine economy.
In the last few years, the Argentine government and the Central Bank have implemented certain measures that control and restrict the ability of companies and individuals to access to the foreign exchange market to purchase foreign currency and to transfer it abroad, in order to contain the decrease in the level of international reserves held by the Central Bank. Those measures include, among others: (i) restricting access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to interested non-residents; (ii) restricting the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate and settle in Pesos, in the local exchange market, all the proceeds of their exports of goods and services; (iv) limitations on repayment of foreign debt and to the transfer of securities into and from Argentina; (v) implementing taxes on certain transactions involving the acquisition of foreign currency; and (vi) restricting access (including, but not limited to, in connection with the term for making such payments) to the currency exchange market to pay for imports of goods and services. In the past, the Central Bank established certain additional restrictions such as establishing certain mandatory refinancing of U.S. Dollar-denominated debt. For further information, see “Item 10.D. Exchange Controls.”
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On April 11, 2025, the Argentine government announced measures to loosen regulations concerning access to the foreign exchange market. These measures include: (i) the establishment of floating bands for the dollar exchange rate, allowing it to fluctuate between Ps.1,000 and Ps.1,400, with limits expanding at a rate of 1% per month; (ii) the elimination of the Export Increase Program which previously required 80% of exports to settle through the foreign exchange market and 20% through the financial market (also known as “Dollar Blend”); (iii) the elimination of foreign exchange restrictions for individuals, including the monthly U.S.$200 limit and restrictions on those who received pandemic-era government assistance, subsidies, public employment, or similar measures, as well as cross-restrictions under Communication “A” 7340. On December 15, 2025, the Central Bank announced a new monetary policy phase effective January 1, 2026, maintaining this regime and adjusting the bands on a monthly basis based on the latest monthly official inflation figure to mitigate episodes of excessive volatility while allowing the exchange rate to fluctuate within the bands according to market conditions. In this context, and as part of the authorities’ objective of accumulating international reserves, the Central Bank purchased approximately U.S.$4.5 billion in foreign currency in the first months of 2026; however, we cannot assure that such purchases will continue at a similar pace. Additionally, the ARCA will remove the current tax perception on foreign currency acquisitions in the exchange market, remaining only on tourism and credit card payments; (iv) the authorization of profit distribution to foreign shareholders of Argentine companies, starting with financial years beginning in 2025; (v) the easing of deadlines for foreign trade operations payment, including (a) goods imports may be paid upon customs entry registration (previously 30 days); (b) imports of goods by SMEs companies may be paid from the origin dispatch (previously 30 days post customs entry registration); (c) service imports may be paid from the service provision date (previously 30 days); (d) capital goods imports may be paid with a 30% advance, 50% post port dispatch, and 20% after customs entry (previously 20% advance for SMEs); and (e) imports of services between related companies may be paid 90 days post service provision (previously 180 days); and (vi) a one-time removal of the 90-day restriction in Communication “A” 7340 for legal entities, to enhance operational efficiency in the foreign exchange market.
Despite measures implemented by the Milei administration aimed at easing certain foreign exchange restrictions, no comprehensive plan or definitive timeline for the full lifting of foreign exchange controls has been disclosed. Moreover, there can be no assurance that the Argentine government and/or the BCRA will not maintain, modify or impose new foreign exchange restrictions in the near future; therefore, there is no certainty as to if, when, or to what extent such restrictions may be further eased or lifted. Given the unpredictable nature of political and economic events, it is not feasible to ensure that stricter exchange controls and transfer restrictions than those currently in effect will not be imposed. In the event of a period of crisis and political, economic, and social instability in Argentina, resulting in a significant economic contraction, the current administration may fundamentally change its economic, exchange and financial policies. These changes may be implemented with the aim of preserving the balance of payments, Central Bank foreign exchange reserves, preventing capital flight, or a significant depreciation of the Peso. Potential changes include the mandatory conversion of obligations assumed by legal entities residing in Argentina in U.S. Dollars to Pesos. The implementation of such restrictive measures, in addition to external factors that are beyond our control, may have a significant impact on our results of operations and financial condition.
It is not possible to anticipate for how long these measures will be in force or even if additional restrictions will be imposed. Such measures could undermine the Argentine government’s public finances, which could adversely affect Argentina’s economy, which, in turn, could adversely affect our business, results of operations and financial condition.
Significant devaluation of the Peso against the U.S. dollar may adversely affect the Argentine economy.
Despite the positive effects of the real depreciation of the Peso on the competitiveness of certain sectors of the Argentine economy, the depreciation of the Peso has had and may continue to have a negative impact on the ability of certain Argentine businesses to service their foreign currency-denominated debt, lead to inflation, significantly reduce real wages, and jeopardize the stability of businesses whose success depends on domestic market demand, while adversely affecting the Argentine Government’s ability to honor its foreign debt obligations.
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As of late 2024, the situation in Argentina has shown some improvement, following significant devaluations in recent years, including 21.7% in 2024 and 78.1% in 2023. The Peso has begun to stabilize relative to the U.S. dollars, with the exchange rate standing at Ps. 1,459.41 per U.S. dollars as of December 31, 2025 (Reference Exchange Rate as reported by the Central Bank, pursuant to Communication “A” 3500). This represents a slight appreciation compared to the same period the previous year and indicates relative stability. Furthermore, the reduction in the exchange rate gap, such as between the official rate and the blue-chip-swap U.S. dollar rate, reflects this stability. The Central Bank initially announced a 2% monthly devaluation guideline for the rest of 2024, transitioning to a 1% pace as of February 1, 2025. On April 11, 2025, the Argentine government announced measures to loosen regulations concerning access to the foreign exchange market, including the establishment of floating bands for the dollar exchange rate, allowing it to fluctuate between Ps.1,000 and Ps.1,400, with limits expanding at a rate of 1% per month. On December 15, 2025, the Central Bank announced a new monetary policy phase effective January 1, 2026, maintaining this regime and adjusting the bands on a monthly basis based on the latest monthly official inflation figure to mitigate episodes of excessive volatility while allowing the exchange rate to fluctuate within the bands according to market conditions. As of the date of this annual report, the official exchange rate is Ps.1,360.03 per U.S. dollar and the gap between the official exchange rate and the blue-chip-swap exchange rate is approximately 2%. Despite these developments, there remains a risk that the Peso’s depreciation could recur, affecting competitiveness and economic sectors positively impacted by the real depreciation.
Should the Peso undergo a substantial devaluation, all of the negative effects on the Argentine economy related to such devaluation could recur, with adverse consequences to our business, financial condition and results of operations. At the same time, a substantial increase in the value of the Peso against the U.S. dollar would adversely affect Argentina’s economic competitiveness. A significant real appreciation of the Peso would adversely affect exports and increase the trade deficit, which could have a negative effect on GDP growth and employment, as well as reduce the Argentine public sector’s revenues by reducing tax collection in real terms.
High inflation levels could have adverse long-term consequences for the Argentine economy.
In the past, inflation has materially undermined the economy and Argentina’s ability to create conditions conducive to growth. High inflation may also weaken Argentina’s competitiveness abroad and lead to a decline in private consumption which, in turn, could also affect employment levels, wages and interest rates. In addition, a high inflation rate could undermine confidence in Argentina’s financial system, reducing the Peso deposit base and negatively affecting long-term credit markets. Javier Milei assumed office in December 2023 with the mandate to stabilize Argentina’s economy by eliminating inflation, reducing the state’s role, and deregulating the economy for global integration. In the months leading up to his swearing in, inflation had already been accelerating significantly, reaching a monthly rate of 12.8% in November 2023. Following his inauguration, inflation surged further, reaching 25.5% in December and 20.6% in January 2024. The annual inflation rate for 2023 stood at 211.4%, the highest since the country recovered from hyperinflation in the early 1990s. Inflation began to decelerate throughout 2024, driven by a sharp economic contraction, a stabilized exchange rate, and sustained fiscal surpluses, closing the year at 117.8% annually—nearly half the rate recorded in 2023. This downward trend continued into 2025; in December 2025, INDEC registered a monthly CPI of 2.8%, with a year-over-year rate of 31.5%, marking a sustained decline from the highs observed in early 2024. The CPI published by the INDEC for the months of January and February 2026 was 2.9%. On March 5, 2026, the Central Bank announced that the new inflation estimate for 2026 is 26.1% pursuant to its survey of market expectations (Relevamiento de Expectativas de Mercado).
There can be no assurance that inflation rates will not continue to escalate in the future or that the measures adopted or that may be adopted by the Argentine government to control inflation will be effective or successful. Inflation remains a major challenge for Argentina. Continuous significant inflation could have a material adverse effect on Argentina’s economy and in turn could increase our costs of operation, in particular labor costs, and may negatively affect our business, financial condition and results of operations.
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High public expenditure could result in long lasting adverse consequences for the Argentine economy.
Over the last years, the Argentine government has substantially increased public expenditure and has resorted primarily to the Central Bank’s monetary issuance to obtain part of its funding requirements.
By the end of 2023, Argentina’s economy faced severe imbalances, with a primary deficit of 2.7% of GDP and a total deficit of 6.1% of GDP. This was driven by a sharp increase in public spending during the electoral campaign between August and November 2023, along with a decline in tax revenues due to decrease in exports and economic activity.
Javier Milei assumed office on December10, 2023 with the mandate to stabilize the economy, eliminate inflation, and reduce the role of the State. His administration focused on fiscal adjustment through cuts in public works, transfers to provinces, and funding for national universities, while also beginning to phase out subsidies for energy and transportation. These measures enabled the government to transition from a deficit in 2023 to a primary surplus of 1.9% of GDP in 2024, with a total fiscal surplus of 0.3% of GDP—the first positive balance since 2008. In December, the National Public Sector (NPS) recorded a financial result of $1,557,305 million, comprising a primary surplus of $1,301,046 million and intra-public sector interest payments of $256,260 million, a lower nominal result than in December 2023. Additionally, in 2024, Argentina recorded its highest trade surplus in two decades and maintained a primary surplus from January through November 2024. After recording a primary deficit in December 2024, Argentina had an aggregate primary surplus throughout 2024.
In 2025, for the second consecutive year, Argentina had an accumulated financial surplus. The financial surplus amounted to approximately 0.2% of GDP (Ps.1,453,819 million), resulting from a primary surplus of approximately 1.4% of GDP (Ps.11,769,219 million), offset by interest payments on public debt, net of intra-public sector payments, of Ps.10,315,400 million.
We cannot assure that the government will not seek to finance potential future fiscal deficits by relying on available liquidity in local financial institutions. In that case, government initiatives that increase the exposure of local financial institutions to the public sector could affect our liquidity and assets quality and have a negative effect on clients’ confidence in the financial system.
In addition, further deterioration in fiscal accounts could negatively affect the Argentine government’s ability to access the international financing markets and could result in increased pressure on the Argentine private sector to cover the Argentine government’s financial needs. This could adversely affect the Argentine economy and our business, financial condition and results of operations.
Failure to adequately address actual and perceived risks of institutional deterioration may adversely affect Argentina’s economy and financial condition.
According to the Corruption Perceptions Index published on February 11, 2025, by Transparency Corruption, Argentina dropped one position in relation to 2023 and finished as the 99th country out of 180 countries with the most corruption perception. In addition, as of the date of this annual report, Argentina has been invited to join the Organisation for Economic Cooperation and Development (OECD). However, if the country is not able to carry out the reforms and assume the commitments required by this organization, its membership could be rejected. A lack of a solid institutional framework has been identified as, and continues to be, a significant problem for Argentina. Failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, and consequently, may negatively affect our business, financial condition and results of operations.
Moreover, on April 8, 2024, the opposition in the Chamber of Deputies approved the establishment of a commission to investigate the alleged fraud involving the $LIBRA cryptocurrency. The controversy began on February 14, 2025, when President Milei publicly endorsed the cryptocurrency shortly after its creation. This endorsement led to a rapid surge in $LIBRA’s value, attracting approximately 40,000 investors. Subsequently, the cryptocurrency’s value collapsed when wallets linked to project insiders sold off an estimated U.S.$107 million worth of tokens, resulting in significant financial losses for investors. The parliamentary commission concluded its work in November 2025, approving a final report that attributed political responsibility for the episode to President Milei and his sister, Presidential Chief-of-Staff Karina Milei, and characterized the promotion as a potential fraud. The situation continues to prompt legal investigations in multiple jurisdictions and has intensified political pressure on President Milei and his administration. As of the date of this annual report, the criminal investigation is ongoing, and an Interpol Red Notice has been requested for $LIBRA co-creator Hayden Davis. On March 16, 2026, a new ad hoc parliamentary commission was formed to examine the latest judicial developments; such commission operates exclusively within the Chamber of Deputies and does not require Senate approval.
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We cannot predict the outcome of the parliamentary investigation into the $LIBRA cryptocurrency controversy nor the effects it may have on Argentina’s institutional credibility, and the outcome of such investigation could adversely affect Argentina’s economy and financial condition.
An outbreak of a new pandemic may have material adverse consequences on the Argentine economy.
An outbreak of a pandemic, disease or similar public health threat, such as COVID-19, which had material adverse consequences for the global economic, financial, and business conditions, could materially and adversely affect the Argentine economy, and our business, financial condition and results of operations.
Some potential negative effects include adverse impacts on financial markets, a decrease in the demand for exports and imports leading to reduced revenue, and a significant fall in the international prices of commodities. This fall in prices would be attributed to a sharp decline in demand coupled with producers’ inability to decrease supply in an orderly fashion, which would negatively affect the Argentine economic environment. Additionally, substantial changes in business and social behaviors may influence the sale of commodities.
We cannot predict or estimate the future negative impact that a new pandemic may have on the Argentine economy and our business, results of operations, and financial condition, as such outcomes would depend on events beyond our control, including the intensity and duration of the pandemic and the measures taken by different governments, including the Argentine government, in order to contain the pandemic and/or mitigate its economic impact. It is also important to note that in February 2025, Argentina formally withdrew from the World Health Organization (WHO), a factor that may influence its public health response and international relations.
Climate change-related risks may adversely affect Argentina’s economy.
There is an increasing concern in Argentina and the world over the risks of climate change and related environmental sustainability matters.
Argentina has experienced relevant environmental disruptions, such as droughts, the historic drop in the Paraná River (the country’s main tributary), and a large number of wildfire outbreaks in multiple provinces. Furthermore, floods in Buenos Aires have caused significant material and economic damage, impacting both communities and productive sectors. These environmental disruptions have had, and will continue to have, a considerable impact on agriculture, with notable decreases in harvests and cuts in projected results. In addition, adverse weather conditions have directly affected the agricultural sector, which represents a significant portion of Argentina’s export revenues.
On average, precipitation levels have been about 20% below the 30-year mean. The drought, which began in 2020 with the onset of the La Niña phenomenon, persisted until October 2023, leading to a deficit in annual accumulated rainfall. However, by the spring of 2024, the country saw a significant recovery in precipitation levels, largely overcoming the water deficit from the dry winter months.
Despite strong recent harvests, including record-level production of approximately 137.5 million metric tons of grain in the 2024/25 season, agricultural operations face material risks from pest infestations, particularly the “chicharrita del maíz” (Dalbulus maidis) which causes significant yield losses in corn crops, as well as the inherent uncertainty of climatic condicitions, as favorable moisture levels necessary to sustain productive recovery may not persist.
A continued decrease in the international prices of the main commodities exported by Argentina or adverse weather conditions (including, but not limited to, droughts) may adversely affect agricultural activities, which in turn could have a negative effect on the level of government revenues and its ability to service its public debt and generate recessionary or inflationary pressures. A decrease in commodity prices could adversely affect the Argentine economy and the Argentine government’s tax revenues, thereby affecting our business, financial condition and results of operations.
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As noted above, climate change can adversely affect us in the following ways:
transition risks: the transition to a low-carbon economy, both at idiosyncratic and systemic levels -such as through policy, regulatory and technological changes, and business and consumers preferences- could increase our expenses and impact our strategies.
physical risks: discrete events, such as flooding and wildfires, extreme weather events and longer-term shifts in climate patterns, such as extreme heat, sea level rise and more frequent and prolonged drought, could result in financial losses that could impair asset values and the creditworthiness of our customers. such events could disrupt our operations or those of our customers or third parties on which we rely and do business with, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility.
liability risks: parties who may suffer losses from the effects of climate change may seek compensation from state entities, regulators, investors and lenders, among others.
credit risks: physical climate change could lead to increased credit exposure and companies with business models not aligned with the transition to a low-carbon economy may face a higher risk of reduced corporate earnings and business disruption due to new regulations or market shifts.
market and liquidity risks: market and liquidity changes in the most carbon-intensive sectors could affect energy and commodity prices, corporate bonds, equities and certain derivatives contracts. the increasing frequency of severe weather events could affect macroeconomic conditions, weakening fundamental factors such as economic growth, employment and inflation. Companies could face liquidity risks derived from cash outflows targeted to improve their reputation in the market or solve climate-related problems.
operational risks: severe weather events could directly impact business continuity and operations both of customers and our operations.
regulatory compliance risks: increased regulatory compliance risk may result from the increasing pace, breadth and depth of regulatory expectations requiring implementation in short timeframes across multiple jurisdictions and from changes in public policy, laws and regulations in connection with climate change and related environmental sustainability matters.
conduct risks: increasing demand for “green” products where there are differing and developing standards or taxonomies.
reputational risk: our reputation and client relationships may be damaged as a result of our practices and decisions related to climate change, social and environmental matters, or to the practices or involvement of our clients vendors or suppliers, in certain industries or projects associated with causing or exacerbating climate change.
As climate risk is interconnected with all key risk types, we have developed and continue to enhance processes to embed climate risk considerations into our risk management strategies; however, because the timing and severity of climate change may not be predictable and is rapidly evolving, our risk management strategies may not be effective in mitigating climate risk exposure.
Any of the conditions described above, or our failure to identify other climate-related risks, could have a material adverse effect on our business, financial condition and results of operations.
The growth and profitability of Argentina’s financial system depends on the growth of the long-term credit market.
Since most deposits are short-term deposits, a substantial portion of the loans have the same or similar maturities, and there is a small portion of long- term credit lines.
The proportion of long-term credit lines, such as mortgage loans, is low and long-term loan originations were significantly reduced in 2023, as a result of high interest rates and the difficult financial and macroeconomic backdrop. While lower inflation, exchange rate stability, and improvements in key economic indicators drove a significant increase in long-term credit lines—both in U.S. dollars and Pesos—during 2024 and 2025, uncertainty regarding the Argentine government’s ability to reduce inflation has previously had, and could continue to have, a material impact on both the supply and demand for long-term financing.
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The uncertainty of the level of inflation is the main obstacle to a faster recovery of Argentina’s private sector long-term lending. This uncertainty has had and may continue to have a significant effect on both the supply of and demand for long-term loans, as borrowers try to hedge against inflation risk by borrowing at fixed rates while lenders hedge against inflation risk by offering loans at floating rates.
If longer-term financial intermediation activity does not increase, the ability of financial institutions, including us, to generate profits will be negatively affected.
The stability of the financial system depends upon the ability of financial institutions, including us, to retain the confidence of depositors.
The measures implemented in the past by the Argentine government regarding financial institutions, particularly the restrictions imposed on depositors in relation to the possibility of freely withdrawing funds from banks, the “pesification” of foreign currency and the restructuring of their deposits, caused losses to many depositors and weakened the confidence in the Argentine financial system.
The Argentine financial system’s growth depends heavily on deposit levels, due to the small size of its capital market and the absence of foreign investments in previous years. In recent years, access by local financial institutions—including us—to international financial markets has begun to improve as evidenced by several international debt securities issuances carried out since 2024. However, there remains uncertainty as to whether this access will be sustained and whether favorable funding conditions in international markets will continue in the coming years.
Although liquidity levels are currently reasonable, it is not possible to offer any guarantee that these levels will not decrease in the future due to adverse economic conditions that could negatively affect the financial system and our business. Furthermore, while banks’ liquidity is high, a significant share of it is deposited at the Central Bank, and as a result banks have to rely on the Central Bank in order to access those funds. If we were to experience significant withdrawals by depositors, it could have a material adverse effect on our business, results of operations and financial condition.
As a result of the aforementioned, the deposit base of the Argentine financial system, including ours, may be further affected in the future by adverse economic, social and political events. If there were a further loss of confidence due to such economic, social and political events causing depositors to withdraw significant holdings from banks, there could be a substantially negative effect on the manner in which financial institutions, including us, conduct their business and on their ability to operate as financial intermediaries. International loss of confidence in financial institutions may also affect the behavior of Argentine depositors which could have a negative impact on our business, financial condition and results of operations.
An increase in maturity mismatches between funding sources and loan portfolios, together with tightening monetary conditions, may adversely affect liquidity conditions in the Argentine financial system.
During December 31 2025, private sector credit in Argentina relative to its GDP increased to 21.1%, compared to 19.3% during December 31, 2024 in accordance with data published by the Central Bank. The expansion of new credit within the Argentine financial system depends on sustained deposit levels. The short-term nature of the Argentine financial system’s deposit base could lead to a reduction in liquidity levels due to the mismatch between the maturities of funding sources and those of the loan portfolio. Although current liquidity indicators remain adequate, the recent tightening of monetary conditions, including the elimination of Letras Fiscales de Liquidez (“LEFI”) instruments and the increase in reserve requirements, could exacerbate liquidity risks in the event of deposit withdrawals or shifts in market sentiment.
There can be no assurance that liquidity levels will not deteriorate in the future due to adverse economic conditions. In the medium term, the growth of credit will continue to depend mainly on the rise in deposit levels. If Argentine financial institutions, including us, are unable to access adequate sources of medium- and long-term funding or are required to pay high costs to obtain such funding, their capacity, as well as ours, to broaden their loan portfolios may be negatively impacted.
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The asset quality of financial institutions could deteriorate if the Argentine private sector is affected by economic events in Argentina or international macroeconomic conditions.
Historically, the ability of Argentine private sector debtors to repay their loans has deteriorated significantly as a result of certain economic events in Argentina and challenging macroeconomic conditions. This trend has significantly impacted the asset quality of financial institutions, including our own. Despite this, in recent years, the asset quality of Argentine financial institutions, including us, improved.
In 2024, the global economy benefited from more flexible monetary policies adopted by major central banks, which helped sustain economic growth as inflation gradually declined. The IMF and other multilateral organizations expect most countries to maintain stable growth, with inflation becoming a lesser concern. During 2025, inflationary pressures continued to decline, driven primarily by a weakening of global demand. At the same time, 2025 was marked by extreme uncertainty in global trade caused by the aggressive tariff policy of the United States. Tensions with China escalated into an unprecedented tariff war. This dynamic not only affected the major powers but also forced emerging economies to recalibrate their export strategies in the face of a world with higher trade barriers and constantly shifting rules of engagement. On the geopolitical front, 2025 was characterized by the persistence of conflicts that continue to strain global stability and markets, particularly commodity markets.
However, geopolitical instability and government transitions in several countries could still impact the global economy, potentially leading to renewed inflationary pressures or escalating trade tensions due to increased protectionist policies in the United States, Europe, and China.
At the domestic level, the economy was influenced by the new government’s policies, which involved a significant exchange rate adjustment, efforts to reduce the fiscal deficit, and a gradual recovery in economic activity following declining inflation throughout the year. While achievements included reversing the fiscal deficit and reinforcing the Central Bank’s balance sheet, risks remain as relative prices adjust, influenced by exchange rate changes.
Following the significant fiscal and exchange rate adjustment in 2024, the Argentine economy entered a recovery path that was sustained during the first months of 2025. However, a combination of decisions and developments on both the political front and in monetary and exchange rate policy introduced a degree of uncertainty that ultimately affected the pace of economic recovery during the second and third quarters of the year. In a context of increased lending to the private sector, the deceleration of inflation, coupled with stagnant wages and rising interest rates, led to an increase in portfolio delinquency throughout 2025.
Throughout 2025, portfolio delinquency for the financial system increased steadily, reaching a level of 5.5%, well above the 1.5% recorded at year-end 2024. The non-performing loan ratio for individuals in the private sector reached 10.6%, a performance primarily explained by personal loans and pledge-secured credit lines. In the case of corporate lending, the non-performing loan ratio rose to 2.5%, a variation driven by companies engaged in trade and primary production.
We cannot assure that the economic situation and the international context will be favorable and that private sector debtors will improve their ability to pay. Despite the current quality of our portfolio, we may not be successful in recovering substantial portions of outstanding loans. If Argentina’s economic recovery slows or the financial condition of the private sector deteriorates, the financial system, including us, could experience an increase in the incidence of non-performing loans. Although the agreement reached by Argentina and the IMF in April 2025 has significantly reduced uncertainty about short-term macroeconomic policies, the external situation remains fragile. Against the backdrop of high inflation in recent years, tighter import restrictions, low international reserves, and severely limited fiscal space, risks remain elevated and will continue to weigh on investment and private consumption.
Reduced spreads between interest rates received on loans and those paid on deposits, without corresponding increases in lending volumes, could adversely affect the financial system.
The spread for Argentina’s financial system between the interest rates on loans and deposits could be affected as a result of increased competition in the banking sector and the Argentine government’s tightening of monetary policy in response to inflation concerns.
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We cannot guarantee that interest rate spreads will remain attractive unless increases in our volume of lending or additional cost-cutting takes place. A reversal of this trend could adversely affect the financial system and our business.
The application of the Consumer Protection Law may prevent or limit the collection of payments with respect to services rendered by financial institutions.
Law No. 24,240 as amended and supplemented from time to time (the “Consumer Protection Law”) sets forth certain rules and principles designed to protect consumers, which include our customers. The Consumer Protection Law contains specific rules regarding financial activities and also general rules that may be used to support its application, pursuant to legal precedents. Additionally, the National Civil and Commercial Code has incorporated the principles of Consumers Protection Law and has established its application to banking sector contracts. Moreover, Law No. 25,065 (as amended and supplemented from time to time, the “Credit Card Law”) also sets forth several mandatory regulations designed to protect credit card holders.
Both the involvement of the applicable administrative authorities at the federal, provincial and local levels, and the enforcement of the Consumer Protection Law and the Credit Card Law by Argentine courts are increasing. This trend has increased general consumer protection levels.
In this context, the Central Bank has issued regulations (including, among others, Communication “A” 7533 and Communication “A” 7919) regarding the protection of financial services users, which provide broad protection to consumers and limit the fees and charges that financial institutions can claim.
In the event of we are found responsible for violating the provisions of the Consumer Protection Law, the Credit Card Law, or the consumer protection regulations issued by the Central Bank, potential penalties may limit our ability to collect payments owed for services and credits which may, in turn, adversely affect the financial results of our operations.
Class actions against financial entities for an indeterminate amount may adversely affect the profitability of the financial system.
Certain public and private organizations have initiated class actions against financial institutions in Argentina, including us. Some of these actions have been favorably contested, while others have been duly appealed by us. The Argentine National Constitution and the Consumer Protection Law contain provisions regarding class actions; however, guidance with respect to procedural rules for instituting and trying class action cases is limited. Despite this, Argentine courts have admitted class actions in some cases through an ad hoc doctrine, including various lawsuits against financial entities related to “collective interests” such as alleged overcharging on products, applied interest rates, and advice in the sale of public securities, among others. Additionally, the Argentine Supreme Court of Justice established the “Public Registry of Class Actions,” which is designed to register collective actions presented before national and federal courts to prevent contradictory rulings, reduce judicial inefficiencies, and ensure transparency. If class action plaintiffs were to prevail against financial institutions, their success could have an adverse effect on the financial industry and on our business.
Governmental measures and the regulatory framework applicable to financial entities could have a material adverse effect on their operations.
The Argentine government has historically exercised significant influence over the economy and the financial system. Financial institutions, in particular, have operated in a highly regulated environment. We are actively supervised by the Central Bank, the CNV and the UIF, among other agencies. We may be subject to sanctions if the Central Bank detects non-compliance with regulations applicable to financial institutions. The CNV, in turn, has the power to supervise compliance regarding market operations, as well as to make recommendations and instruct best practices in the area of securities trading or corporate governance regulations. Finally, the UIF regulates matters related to money laundering and has the power to supervise regulatory compliance by obligated entities. Although the Milei administration has initiated a process of flexibilization—either by replacing existing regulations with new provisions or, in some cases, through the deregulation of certain aspects of the financial sector (such as the elimination of minimum rates for time deposits implemented in March 2024, or the relaxation of the ability to provide financing in U.S. dollars to certain entities in accordance with Communication “A” 8202)—a significant number of regulations remain fully in force. For more information, see “Item 4.B. Business Overview—Argentine Banking Regulation.”
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For example, in July 2025, the Central Bank implemented a series of monetary and regulatory measures intended to strengthen its monetary policy framework, reduce excess liquidity within the financial system, control the exchange rates, and promote price stability. As part of these measures, the Central Bank announced the discontinuation of LEFI, short-term liquidity absorption instruments previously used to manage system-wide Peso liquidity. The phase-out of the LEFI program was completed during the third quarter of 2025, representing a structural shift in the Central Banks liquidity management operations. Combined with higher reserve requirements and increases in policy and market interest rates, this measure resulted in a significant contraction of financial system liquidity. These actions increased short-term funding costs, reduced the availability of lendable funds, and may lead to greater volatility in interbank and deposit rates.
We have no control over governmental regulations or laws governing all aspects of our operations, including: minimum capital requirements; minimum cash reserve requirements; requirements on fixed-rate asset investments; limits on lending capacity and other credit restrictions, including mandatory allocations; limits and other restrictions on fees; reduced time for financial institutions to deposit the amount of credit card sales into appropriate merchant accounts; limits on the amount of interest a bank may charge or pay, or on the period for capitalizing interest; accounting and statistical requirements; restrictions on dividends; limits or restrictions on foreign exchange; limits on market share; reporting or control regimes as agents or regulated entities; and changes in the deposit insurance regime. Further, any insolvency proceeding against financial institutions would be subject to the powers and intervention of the Central Bank, which may limit remedies otherwise available and extend the duration of the proceedings.
It is not possible to offer any guarantee that new stricter regulations will not be implemented in the future that may generate uncertainty and adversely affect future financial activities. Such changes in the regulatory framework and further changes in the future could limit the ability of financial institutions, including us, to make long-term decisions, such as asset allocation decisions, which could cause uncertainty with respect to our future financial condition and results of operations. We cannot assure that laws and regulations currently governing the economy, or the financial sector will not continue to change in the future or that any changes will not adversely affect our business, financial condition and results of operations.
We cannot predict whether the current administration will continue with the described process of flexibilization, and, if so, how changes to the existing regulations might affect us, our activities and operations. Furthermore, current or future legislation and regulations could require us to incur significant expenses in order to prevent a substantial adverse impact on our consolidated operations.
Certain changes to services and commissions charged by financial entities on debit and credit card sales may affect Argentine financial institutions.
Financial institutions receive income from the commissions they charge merchants on debit and credit card transactions. A change in applicable law that imposes or alters the limits on the fees that merchants may be charged may adversely reduce revenues of the Argentine financial institutions. In March 2017, the Central Bank reduced credit and debit card fees on a gradual annual plan. In June 2022, the Central Bank issued Communication “A” 7533, establishing that sales commission fees must not exceed 0.60% for debit card and 1.30% for credit card. These percentages were reinstated through Central Bank Communication “A” 7919.
The application of the limits established by the Central Bank and any further reduction in credit and debit card sales commissions could adversely affect our profitability, financial condition and results of operations. Through Decree No. 70/2023, credit card transactions were simplified by eliminating the fee limit which had been established by the Law No. 25,067. These limits were 3% for credit cards and 1.5% for debit cards. As from the effectiveness of the Decree No. 70/2023, section 15 provides that “the issuing entity shall mandatorily disclose to the public the financing rate applied to the credit card system.” At the same time, section 18 of the Decree No. 70/2023 stipulates that “regardless of the provisions of the substantive laws, punitive interest shall not be capitalizable.” For more information, see “Risks related to Argentina—Governmental measures and the regulatory framework applicable to financial entities could have a material adverse effect on their operations.”
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Furthermore, the rules that govern the credit card business provide for variable caps on the rates and fees that financial entities may charge to clients, and enable courts to decrease the interest rates and fees agreed upon by the parties if they are deemed excessively high. The maintenance of limits imposed by the Central Bank and any further reduction in credit and debit card sales commissions could adversely affect our profitability, results of operation and financial condition.
A change in the applicable law or court decisions lowering the cap on interest rates and fees would reduce the Bank’s revenues, which could negatively affect our consolidated results.
Increased operating costs may affect the Argentine financial institutions results of operations.
Argentine financial institutions face the risk of potential claims initiated by individual workers or unions, and possible strikes or general strikes, in the context of negotiations relating to salary increases, benefits and/or compensation. The occurrence of any of the above could increase our operating costs, which could in turn have a negative impact on the Argentine financial institutions and, in turn, on our business, financial position and results of operations.
Argentine financial institutions, including us, continue to have significant exposure to public sector debt, and its repayment or refinancing capacity, which in periods of uncertainty could negatively affect their results of operations.
To some extent, the value of the assets held by Argentine financial institutions, as well as their income generation capacity, is dependent on the public sector’s creditworthiness, which is in turn dependent on the Argentine government’s ability to promote sustainable long-term economic growth, generate tax revenues and control public spending.
Argentine financial institutions usually hold public sector debt issued by the Argentine, provincial and municipal governments, and securities issued by the Central Bank as part of their portfolios. During 2025, the exposure by Argentine financial institutions to public sector debt continued decreasing, transferring a significant portion of such credit to the private sector. As a result, the real balance of credit to the private sector accumulated an increase of 36.7% as of December 31, 2025 compared to 2024.
As of December 31, 2024, the exposure of the financial institutions to the public sector represented 35.8% of their total assets. During 2025, this exposure decreased to 26%, driven by increased private credit activity. In the second half of the year, banks began unwinding their LEFIS positions to obtain liquidity for loans, which strengthened the role of credit to the private sector.
As a result, our income-generating capacity may be materially impacted by the Argentine public sector’s debt repayment capacity and the performance of public sector bonds, which, in turn, is dependent on the factors referred to above.
Should the public sector fail to fulfill its commitments in due time and proper form, this could have an adverse effect on our business, financial situation and results of operations.
Enforcement of creditors’ rights in Argentina may be limited, costly and lengthy.
In the past, in order to protect debtors affected by the economic crisis in 2001 and 2002, the Argentine government adopted measures in the beginning of 2002 that suspended proceedings to enforce creditors’ rights upon debtor default, including mortgage foreclosures and bankruptcy petitions. More recently, the Argentine government took other temporary measures, such as the suspension of mortgage foreclosures during the COVID-19 pandemic, which limited the ability to enforce creditors’ rights.
Any such measures, and any other measures which may limit the ability of creditors, including us, to bring legal actions to recover unpaid loans or restricting creditors’ rights generally could have a material adverse effect on the financial system and on our business.
Exposure to multiple federal, provincial and/or municipal legislation and regulations could adversely affect financial entities’ results.
The Argentine government has historically exercised significant influence over the economy and financial institutions. In the past, several different bills to amend the Argentine Financial Institutions Law No. 21,526 (the “Financial Institutions Law”) have been put forth for consideration by the Argentine Congress, seeking to amend different aspects of the Financial Institutions Law, including the qualification of financial services as a public service, an increase in governmental regulations affecting the activities of financial entities and initiatives to make financial services more widely available.
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Laws and regulations currently governing the economy and the banking sector may continue to change in the future, and any changes may adversely affect our business, financial condition and results of operations. In particular, a thorough amendment of the Financial Institutions Law would have a substantial effect on the banking system as a whole. If such a bill were passed, or any other amendment to the Financial Institutions Law be made, the subsequent changes in banking regulations may have adverse effects on financial institutions in general, and on our business, financial conditions and results of operations.
In addition, Argentina has a federal system of government with 23 provinces and the Autonomous City of Buenos Aires, each of which, under the Argentine national constitution, has full power to enact legislation concerning taxes and other matters. Likewise, within each province, municipal governments have broad powers to regulate such matters. Due to the fact that our branches are located in multiple provinces, we are also subject to multiple provincial and municipal legislation and regulations. Future developments in provincial and municipal legislation concerning taxes, provincial regulations or other matters may adversely affect our business or results of operations.
Our target market may be the most adversely affected by economic recessions.
Our business strategy is to increase fee income and loan origination in one of our principal target markets; low- and middle-income individuals and SMEs.
This target market is particularly vulnerable to economic recessions and, in the event of a recession, growth in our target market may slow and consequently adversely affect our business. The Argentine economy as a whole, and our target market in particular, has not stabilized enough for us to be certain that demand will continue to grow. Therefore, we cannot assure you that our business strategy will ultimately be successful without undue delay or at all.
Significant shareholders have the ability to direct our business, and their interests could conflict with yours.
As of December 31, 2025, our significant shareholders, Banco de Servicios y Transacciones S.A., as trustee of the Guarantee Trust JHB BMA and Delfín Jorge Ezequiel Carballo, directly or beneficially owned 5,995,996 Class A shares and 104,473,881 Class B shares, and 4,901,415 Class A shares and 118,326,495 Class B shares, respectively. Following Mr. Brito’s death in November 2020, the transfer of the shares remained subject to approval by the Central Bank. The Central Bank approved the transfer of the shares to the Guarantee Trust JHB BMA in September 2023. The Guarantee Trust JHB BMA’s beneficiaries are Mr. Jorge Horacio Brito’s heirs. Guarantee Trust JHB BMA’s decisions are made by the trustee, based on instructions provided by a majority of Mr. Jorge Horacio Brito’s children.
Although there is no agreement among our significant shareholders, if voting together, they could control all decisions made by shareholders with respect to us. They may, without the vote of the remaining shareholders, elect a majority of our directors, effect or prevent a merger, sale of assets or other business acquisition or disposition, cause us to issue additional equity securities, effect a related party transaction and determine the timing and amounts of dividends, if any.
We will continue to consider acquisition opportunities, which may not be successful.
We have historically expanded our business primarily through acquisitions. We will continue to consider attractive acquisition opportunities that we believe may offer additional value and are consistent with our business strategy, and, as such, may acquire businesses, assets, or securities of companies, from time to time. We cannot assure you, however, that we will be able to identify suitable acquisition candidates or that we will be able to acquire promising target financial institutions on favorable terms or that the Central Bank will approve any such transaction without undue delay or at all. Further, even if we are able to identify suitable acquisition candidates, we may face difficulties implementing our inorganic growth strategy, including not successfully integrating or performing the operations of the business we have acquired or expect to acquire in the future.
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In this regard, on November 3, 2023, we acquired shares of: (i) Banco Itaú Argentina S.A., which represented 100% of its capital and votes; (ii) Itaú Asset Management S.A. and Itaú Valores S.A., which represented 13% of the share capital and votes of each of these companies (since Banco Itaú Argentina S.A. held the remaining 87% of the share capital and votes of these companies, we indirectly acquired 100% of their capital and votes, by virtue of the transfer detailed in (i)). On November 14, 2024, the merger between us and Banco BMA S.A.U. (formerly Banco Itaú Argentina S.A.) was completed. On September 11, 2025, the merger between Macro Securities and BMA Valores SA. (formerly Itaú Valores S.A.) was completed and on September 29, 2025, the merger between Macro Fondos and BMA Asset Management S.A. (formerly Itaú Asset Management S.A.) was also completed.
Furthermore, as part of our strategy to expand into the digital ecosystem, we entered into a share purchase agreement to acquire, directly and indirectly, 100% of the capital stock and voting rights of Banco Sáenz S.A. The purchase price to be paid at closing consists of (i) an amount in Pesos equivalent to the net equity of Banco Sáenz S.A., to be determined prior to closing, plus (ii) U.S.$2,000,000, subject to potential price adjustments as provided in the purchase agreement. This transaction is complementary to our recent entry into Personal Pay—the digital wallet developed by Telecom Argentina S.A.—and is intended to position Banco Sáenz S.A. as a banking platform oriented toward supporting the growth of digital financial solutions, while maintaining a differentiated operation that enables agility and flexibility. The closing of this transaction remains subject to the approval of the Central Bank. Until such approval is obtained, Banco Sáenz S.A. will continue to operate as an independent entity, and the transaction will not result in immediate changes for Personal Pay users.
Additionally, our ability to obtain the desired effects of any such acquisitions will depend in part on our ability to successfully complete the integration of those businesses and capture expected synergies, of which there can be no assurance. The integration of acquired businesses entails significant risks, including customer retention, integration, valuation adjustments and liability assumption risks. We may not effectively assimilate the business or product offerings of acquired companies into our business or within the anticipated costs or timeframes. In addition, we may be unable to retain key customers, suppliers, or employees of acquired businesses, or successfully implement our business plan for the combined business. Further, as we integrate acquired businesses with our existing operations; our overall internal control over financial reporting processes; and our financial, operations, and information systems, any integration process gives rise to costs and uncertainties and may strain management resources and business functions. If the financial performance of our business, as supplemented by any assets and businesses acquired, does not meet our expectations, our results of operations may fail to meet market expectations. In addition, we cannot assure that the fair value of acquired businesses or investments will remain constant. The occurrence of any of the above items could have a material adverse effect on our business, results of operations, cash flow or financial condition.
Our estimates and established reserves for credit risk and potential credit losses may prove to be inaccurate and/or insufficient, which may materially and adversely affect our financial condition and results of operations.
A number of our products expose us to credit risk, including consumer loans, commercial loans and other receivables. Changes in the income levels of our borrowers, increases in the inflation rate or an increase in interest rates could have a negative effect on the quality of our loan portfolio, causing us to increase provisions for loan losses and resulting in reduced profits or in losses.
We estimate and constitute provisions for credit risk and uncollectibility based on the calculation of expected credit losses (“ECL”) using analytical models (statistical models related to loan portfolio management) in accordance with IFRS 9. Following the provisions of section 5.5 on Impairment, we recognize the impairment of our financial assets. For collective ECL estimation, we group exposures into segments of clients with similar risk characteristics deemed relevant for the analysis. On the other hand, we conduct individual assessments for clients with significant risks, those requiring specialized treatment, or those whose characteristics do not align with other portfolio segments, where statistical data is insufficient to reliably predict future behavior.
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We may be unable to identify such risks in a timely manner before they materialize or, due to limited resources or tools, its personnel may not be able to effectively implement the our credit risk control framework. This could result in increased exposure to credit risk.
As of December 31, 2023, our management elected to establish an expert judgment-based provision of Ps.31,448.5 million, based on the estimated impact of the economic policy shift proposed by the new National Government authorities who took office on December 10, 2023. It is worth noting that no further adjustments were made at the close of 2024 or 2025.
Overall, if we are unable to effectively control the level of non-performing or poor credit quality loans in the future, or if our loan loss reserves are insufficient to cover future loan losses, our financial condition and results of operations may be materially and adversely affected.
Changes in market conditions, and any risks associated therewith, could materially and adversely affect our financial condition and results of operations.
We are directly and indirectly affected by changes in market conditions, market risk, or the risk that the values of assets and liabilities or revenues will be adversely affected by variations in market conditions, is inherent to the products and instruments associated with our operations, including loans, deposits, securities, bonds, long-term debt and short-term borrowings. Changes in market conditions that may affect our financial condition and results of operations include fluctuations in interest and currency exchange rates, securities prices, changes in the implied volatility of interest rates and foreign exchange rates, among others. For more information, see “Risks related to Argentina—The Argentine economy could be adversely affected by economic, political and geopolitical developments in other countries.”
Increased competition and consolidation in the banking system, and a changing business model, could limit our growth or continue to reduce spreads and adversely affect our results of operations.
The markets we operate in are highly competitive, particularly in the automobile and consumer financing sectors. Increased competition, including from nonbank financial institutions like fintechs, could make it harder to increase our lending volume. This competition has led to consolidation among small and medium-sized financial institutions, a trend we expect to continue, especially if interest spreads continue to decrease due to competition and government monetary policy.
The financial services sector has undergone significant transformation driven by mobile technologies, data-driven innovation, and the entry of new players like neobanks, which operate exclusively online. These nonbank competitors offer services that may affect our ability to attract deposits. Additionally, regulatory asymmetries benefit these nonbank operators.
The adoption of new technologies such as artificial intelligence (“AI”), cloud computing, big data analysis, cryptocurrencies, and alternative payment systems could erode our business or require substantial investments to adapt our products and services. The shift towards mobile and online banking models may necessitate changes in our commercial banking strategy, including closing or selling branches and reducing staff, resulting in significant expenses as a result of severance payments.
Competitors, including nonbank financial institutions and fintechs, are increasingly deploying AI-driven tools to enhance credit scoring, customer service, fraud detection, and product personalization, which may intensify competitive pressure on our market position.
Failure to adapt to the competitive environment or to implement necessary changes efficiently and timely could have a material adverse impact on our competitive position and our business, results of operations, and financial condition.
Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.
We depend on the efficient and uninterrupted operation of internet-based data processing, communication and information exchange platforms and networks, including those systems related to the operation of our automatic teller machine (“ATM”) network. We have access to large amounts of confidential financial information and control substantial financial assets belonging to our customers as well as to us. In addition, we provide our customers with continuous remote access to their accounts and the possibility of transferring substantial financial assets by electronic means. Accordingly, cybersecurity is a material risk for us. Cybersecurity incidents, such as computer break-ins, phishing, identity theft and other disruptions could negatively affect the security of information stored in and transmitted through our computer systems and network infrastructure and may cause existing and potential customers to refrain from doing business with us.
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Over the last years, there has been an increase in cases of phishing, and especially of telephone phishing or vishing and angler phishing through social networks, in order to deceive clients and obtain confidential information using different techniques of social engineering. In addition, our risk and exposure to these matters remain heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers. Preventive measures and security components continue to be developed to improve the preventive measures against such kinds of fraud and increase the level of protection of information. In this sense, we have taken measures to mitigate the cases of phishing and digital fraud and protect our customers.
In March 2023 the Central Bank, issued Communication “A” 7724 that seeks to prevent and combat the increasingly frequent frauds against banking customers. This regulation requires banks to improve their policies, procedures and controls in order to obtain more accurate results in risk assessments and improve the mitigation of their information and technology risks. The issued standards indicate that it is essential to define and implement an information technology and security risk management framework as part of our risk management and that this requires time, extensive training and commitment from senior management and the Board of Directors. Effective October 2023, this regulation contributes to mitigate the specific risks already mentioned and also to reduce and mitigate the entity’s reputational risk through cyber resilience, security incident management and integration with integrated risk management policies.
In June 2023, the Central Bank issued Communication “A” 7777, which updated security practices and requirements to create a comprehensive regulatory framework aimed at protecting users, promoting operational resilience, and preserving the stability of the financial system, including requirements related to transaction and customer activity monitoring and control, digital identification, security controls for applications and devices provided, measures to prevent identity theft in mobile application usage, controls to prevent the creation of fraudulent accounts and applications, and safeguards against counterfeit websites imitating official accounts and sites, among others. Pursuant to Communication “A” 7783, the Central Bank approved the “Minimum Requirements for the Management and Control of Technological and Information Security Risks Associated with Digital Financial Services.”
We believe our contingency plans are adequate to timely restore operations. However, such contingency plans in place may not be sufficient to cover liabilities associated with any such events and, therefore, applicable insurance coverage may be inadequate, preventing us from receiving full compensation for the losses sustained as a result of such a disruption. Although we intend to continue implementing security technology devices and establishing operational procedures to prevent such damage, we cannot assure you that all of our systems are entirely free from vulnerability and that these security measures will be successful. If any of these events occur, it could damage our reputation, entail serious costs and affect our transactions, as well as our results of operations and financial condition.
Our own use of AI-based models and automated decision-making systems in credit origination, risk management, and internal operations is subject to risks of model error, bias, and inadequate validation, any of which could result in flawed outputs, regulatory scrutiny, or financial losses. In addition, AI systems rely on the processing of large volumes of personal and financial data, increasing our exposure to data privacy risks and potential non-compliance with applicable data protection regulations. The rapid pace of AI development also means that the regulatory framework governing its use in financial services remains uncertain and evolving in Argentina and internationally; new or amended requirements could impose additional compliance costs or restrict our ability to leverage AI capabilities. Furthermore, AI tools may be used by malicious actors to enhance the sophistication of cyberattacks, fraud schemes, and social engineering, amplifying our existing cybersecurity risks. Failure to adequately govern, validate, and oversee our AI systems, or to invest sufficiently to keep pace with AI-driven innovation, could materially affect our competitive position, reputation, and financial condition.
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Our business is highly dependent on properly functioning information technology systems and improvements to such systems.
Our business is highly dependent on the ability of our information technology systems and the third-party managers of such systems to effectively manage and process a large number of transactions across numerous and diverse markets and products in a timely manner. In addition, we provide our customers with continuous remote access to their accounts and the possibility of transferring substantial financial assets by electronic means. The proper functioning of our financial control, risk management, accounting, customer service and other data processing systems is critical to our business and our ability to compete effectively. Our business activities may be materially disrupted if there were a partial or complete failure of any of our information technology systems and communication networks. Such failures could be caused by, among other things, software bugs, computer virus attacks or intrusions, phishing, identity theft or conversion errors due to system upgrading. In addition, any security breach caused by unauthorized access to information or systems, or intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, could have a material adverse effect on our business, results of operations and financial condition.
Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and increase our capacity on a timely and cost-effective basis. Any substantial failure to improve or upgrade information technology systems effectively or on a timely basis could materially affect us.
An increase in fraud or transactions errors may adversely affect us.
Given the high volume of transactions that we regularly process, errors could be repeated or compounded before they are discovered and remedied. Losses from fraud by employees or outsiders, unauthorized transactions by employees and other operational errors could have a material adverse effect on us.
Although we have implemented numerous controls to avoid the occurrence of inefficient or fraudulent operations, errors can occur and aggravate even before being detected and corrected. In addition, some of our transactions are not fully automatic, which may increase the risk of human error or manipulation, and it may be difficult to detect losses quickly.
Liquidity issues could arise that may adversely affect our business.
Any significant changes in the liquidity conditions prevailing in the market arising from material adverse effects on the Argentine economy, on the financial system, and on us, could affect our regular performance of business and, in particular, our funding sources.
We have, and we expect that we will continue to have, significant liquidity and capital resources to finance our business. However, our current and future potential indebtedness could have significant consequences, including the limitation on our ability to refinance existing debt or to borrow money to finance working capital, acquisitions and capital expenditures and the need to allocate a significant part of our cash flow to repay principal and interest, adversely affecting our ability to make dividend payments on our shares and the ADSs.
We cannot assure that changes in the liquidity conditions of the Argentine financial system, either at present or in the future, will not have an adverse effect on our business. If so, our financial, economic or other condition, our results, operations, business, and/or our general repayment ability could be significantly and adversely affected.
For more information, see “Risks related to Argentina—The Argentine economy could be adversely affected by economic, political and geopolitical developments in other countries.”
We may be exposed to compliance risks.
Due to the nature of our business, we are required to comply with various anti-corruption laws and regulations, including those of Argentina (including, in turn, the Corporate Criminal Liability Law) and the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), regarding customer and market conduct, anti-corruption and the prevention of money laundering and the financing of terrorists. These laws and regulations generally prohibit improper payments to government officials for the purpose of obtaining or keeping business or securing any improper advantage. If we do not successfully comply with applicable anti-corruption laws and regulations designed to combat governmental corruption, we could become subject to fines, penalties or other regulatory sanctions, civil litigation as well as to adverse press coverage, which could cause our reputation and business to suffer.
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Although we are committed to conducting business in a legal and ethical manner and in compliance with local and international statutory requirements and standards applicable to our business, we directly or indirectly deal with entities whose employees are government officials, and therefore there is a risk that our management, employees or representatives may take actions that could violate applicable laws and regulations. Guilty pleas by or convictions of us or of any our affiliates (including any of our significant shareholders, employees or other agents) in criminal proceedings may have adverse effects on our business.
In addition, there is a risk that third parties using our banking network may carry out illegal or improper activities. Moreover, as technology keeps evolving, financial crimes could increase while limiting our ability to track the movement of funds.
Increased attention to environmental, social and governance (“ESG”) matters may impact our business.
Our business faces increasing public scrutiny related to ESG activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency as well as considering ESG factors in our operations.
Governance remains a distinctive pillar for us. The Board of Directors and Senior Management worked throughout 2025 with a focus on ethics, transparency, comprehensive risk management and regulatory compliance, incorporating ESG considerations with greater depth into strategic decision-making.
We updated our sustainability policy and defined our corporate ESG sustainability strategy. This process was aimed at guiding our management towards a comprehensive vision that articulates business efficiency and results with social impact, financial inclusion, environmental stewardship and the responsibility of operating with high standards of ethics, transparency and security. Additionally, as part of our commitment to mitigate the effects of climate change, we launched the SARAS Manual (Social and Environmental Risk Analysis System), which formalizes and guides the analysis of social and environmental risks applied to investment projects within our credit granting processes.
Adverse incidents with respect to ESG activities could impact our brand, the cost of our operations and relationships with clients and other stakeholders, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business and increase our cost of operations.
Holders of our Class B shares and the ADSs may not receive any dividends.
Dividend distributions are subject to the requirements established by the Central Bank rules, as amended from time to time. Since January 2016, pursuant to Central Bank Communication “A” 5827, additional capital margin requirements have to be complied with, including a capital conservation margin and a countercyclical margin. The capital conservation margin shall be 2.5% of the amount of risk weighted assets (“RWA”), but in the case of entities considered D-SIB, like us, this margin will be increased to 3.5% of the amount of RWA. The countercyclical margin shall be within a range of 0% to 2.5% of RWA, but Central Bank Communication “A” 5938, established countercyclical margin of 0% since April 1, 2016.
Between 2021 and 2026, the Central Bank imposed restrictions on the distribution of dividends by financial institutions, limiting such distributions to predetermined percentages of accumulated profits and requiring payments to be made in multiple equal, monthly, and consecutive installments. These restrictions were implemented through successive regulatory measures, which gradually adjusted the permissible distribution thresholds and installments.
Pursuant to Communication “A” 8410, dated March 19, 2026, until December 31, 2026, financial institutions holding prior authorization from the Central Bank may distribute profits in three equal, non-cumulative monthly installments, beginning on the third business day of May and of each month in which a payment is made. The total distributable amount may not exceed 60% of the net income for fiscal year 2025, after deducting the amounts corresponding to the legal and statutory reserves—recorded as of the same date—whose constitution is required. Such distribution of results must be consistent with the information reported under the “Business Plan and Projections and Capital Self-Assessment Report” information regime.
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In addition, pursuant to the Foreign Exchange Regulations, access to the foreign exchange market for the remittance abroad of dividends and distributions to non-resident shareholders is permitted without prior Central Bank approval, provided that the distributable profits arise from net income reported in audited annual financial statements for fiscal years beginning on or after January 1, 2025. However, dividends corresponding to fiscal years beginning prior to January 1, 2025 remain subject to certain restrictions imposed by the Central Bank for access to the foreign exchange market, including limitations on maximum amounts, minimum holding periods and documentation requirements. See “Item 10.D. Exchange Controls.” We cannot predict whether measures restricting access to the foreign exchange market for the remittance abroad of dividends and distributions to non-resident shareholders will be reimposed, nor the extent to which any such measure may affect holders of our Class B shares or ADSs.
We cannot assure this measure or others with similar effect will not be extended after this period nor the extent to which the measure may affect holders of our Class B shares or ADSs.
Holders of our Class B shares and the ADSs located in the United States may not be able to exercise preemptive rights.
Under Argentine General Companies Law No. 19,550 (the “Argentine General Companies Law”), if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe to the proportional number of shares to maintain their existing shareholding. Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, pursuant to the Argentine General Companies Law, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, which are known as accretion rights. However, under the Capital Markets Law and our bylaws, shareholders are not entitled to exercise accretion rights. Upon the occurrence of any future increase in our capital stock, U.S. holders of Class B shares or ADSs will not be able to exercise the preemptive rights for such Class B shares or ADSs unless a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), is effective with respect to such Class B shares or ADSs or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to those Class B shares or ADSs. We cannot assure you that we will file such a registration statement or that an exemption from registration will be available.
Unless those Class B shares or ADSs are registered or an exemption from registration applies, a U.S. holder of our Class B shares or ADSs may receive only the net proceeds from those preemptive rights if those rights can be sold by the depositary. If they cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of Class B shares or ADSs located in the United States may be diluted proportionately upon future capital increases.
We are traded on more than one market, which may result in price variations and investors may not be able to easily transfer shares for trading between such markets.
The trading prices of our ADSs and our Class B shares may differ on different markets due to various factors. Any decrease in the price of our Class B shares on the BYMA or the A3 Mercados could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying Class B shares for trading on the other market without effecting necessary procedures with the depositary. This could result in time delays and additional cost for holders of ADSs.
Our shareholders may be subject to liability for certain votes of their securities.
Our shareholders are not liable for our obligations. Instead shareholders are generally liable only for the payment of the shares they subscribe. However, shareholders who have a conflict of interest with us and who do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to the Argentine Corporate Law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.
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Payments on Class B shares or ADSs may be subject to FATCA withholding.
Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, as amended, commonly known as FATCA, a “foreign financial institution” may be required to withhold on certain payments it makes (“foreign pass thru payments”) to persons that fail to meet certain certification, reporting, or related requirements. We are a foreign financial institution for these purposes. A number of jurisdictions have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA (“IGAs”), which modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Class B Shares and the ADSs, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Class B shares or the ADSs, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Class B Shares and the ADSs, proposed regulations have been issued that provide that such withholding would not apply prior to the date that is two years after the date on which final regulations defining “foreign pass thru payments” are published in the U.S. Federal Register. In the preamble to the proposed regulations, the U.S. Treasury Department indicated that taxpayers may rely on these proposed regulations until the issuance of final regulations. Holders should consult their own tax advisors regarding how these rules may apply to their investment in the Class B Shares and the ADSs.
We are organized under the laws of Argentina and holders of the ADSs may find it difficult to enforce civil liabilities against us, our directors, officers and certain experts.
We are organized under the laws of Argentina. A significant portion of our and our subsidiaries’ assets are located outside the United States. Furthermore, all of our directors and officers and some advisors named in this annual report reside in Argentina. Investors may not be able to effect service of process within the United States upon such persons or to enforce against them or us in United States courts judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Likewise, it may also be difficult for an investor to enforce in United States courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the United States federal securities laws. It may also be difficult for an investor to bring an original action in an Argentine court predicated upon the civil liability provisions of the U.S. federal securities laws against us or such persons.
Prior to any enforcement in Argentina, a judgment issued by a U.S. court will be subject to the requirements of articles 517 through 519 of the Argentine Civil and Commercial Procedure Code if enforcement is sought before federal courts or courts with jurisdiction in commercial matters of the Autonomous City of Buenos Aires. Those requirements are: (i) the judgment, which must be valid and final in the jurisdiction where rendered, was issued by a competent court in accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property which was transferred to Argentine territory during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against foreign action; (iii) the judgment must be valid in the jurisdiction where rendered, and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court. Any document in a language other than Spanish, including, without limitation, the foreign judgment and other documents related thereto, requires filing with the relevant court of a duly legalized translation by a sworn public translator into the Spanish language.
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A. History and development of the Bank
Our legal and commercial name is Banco Macro S.A. We are a financial institution incorporated on November 21, 1966 as a stock corporation (sociedad anónima), duly incorporated under the laws of Argentina for a 99-year period and registered on March 8, 1967 with the public registry of commerce of the City of Bahía Blanca, in the Province of Buenos Aires, Argentina under no. 1154 of book 2, volume 75 of Estatutos. We subsequently changed our legal address to the City of Buenos Aires and registered it with the IGJ on October 8, 1996, under no. 9777 of book 119, volume A of sociedades anónimas.
We file reports, including our annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Any filings we make electronically with the SEC are available to the public over the internet at the SEC’s website at https://www.sec.gov.
Our principal executive offices are located at Avenida Eduardo Madero 1172, City of Buenos Aires, Argentina, and our telephone number is (54) 11 5222 6500. We maintain our website at www.macro.com.ar; information contained in or otherwise accessible through this website is not a part of this annual report.
We have appointed CT Corporation System as our agent for service of process in the United States, located at 28 Liberty St., New York, New York, 10005.
Our history – Banco Macro S.A.
We began our operations as a non-banking financial institution in 1985 with the acquisition of Macro Compañía Financiera S.A., originally established in 1977. In May 1988, we received authorization to operate as a commercial bank and were incorporated as Banco Macro S.A. Through subsequent mergers with other entities, we adopted different names, including Banco Macro Bansud S.A. Since August 2006, we have operated under the name of “Banco Macro S.A.”
From then onwards and up to 1994, we operated as a wholesale bank, being a pioneer in corporate bonds issuances. We mainly acted in the areas of money markets, trading of government and corporate bonds and financial services for medium and big companies.
Since 1994, we have substantially changed our business strategy, focusing on retail banking in market areas with a low level of banking transactions and high growth potential, particularly in the regional areas outside the City of Buenos Aires. Following this strategy, in 1996, we started to acquire entities as well as assets and liabilities resulting from the privatization of provincial and other banks, including Banco Misiones, Banco Salta and Banco Jujuy.
In 2001, 2004, 2006 and 2010, we acquired control of Banco Bansud S.A., Nuevo Banco Suquía S.A., Nuevo Banco Bisel S.A. and Banco Privado de Inversiones S.A., respectively, expanding through these acquisitions our presence in the south and center of Argentina. Such entities merged with us in December 2003, October 2007, August 2009 and December 2013, respectively. In addition, during 2006, we acquired control of Banco del Tucumán S.A., which was merged with us in October 2019. Additionally, on May 21, 2019, we acquired 100% of Argenpay SAU.
Additionally, on October 1, 2021, we decided to make use of the option to reach a 24.99% interest in Fintech SGR. The purpose of this company is to facilitate access to credit for SMEs through the provision of guarantees.
On October 15, 2021, we acquired shares representing 50% of the capital stock and votes of Finova SA. The purpose of this company is to develop and commercialize the electronic platform www.facturbo.com.ar, which allows the negotiation of credit instruments issued or accepted by corporate companies in favor of SMEs.
On May 18, 2023, we acquired 100% of the shares of Comercio Interior S.A.U. (currently known as Macro Agro S.A.U.) for U.S.$. 5,218,800 payable with the proceeds of the dividends of this company. The main purpose of this company is to be a Clearing and Settlement Agent (ALyC) and acquire brokerage license.
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In August 2023, we entered into a share purchase and sale agreement with Itaú Unibanco Holding S.A., through its subsidiaries Itaú Unibanco S.A., Banco Itaú BBA S.A., and Itaú Consultoria de Valores Mobiliários e Participaçoes S.A. (collectively, “Itaú”), by virtue of which we acquired from Itaú the shares representing 100% of the capital stock and votes of Banco Itaú Argentina S.A. and directly 13% of the capital stock of Banco Itaú Argentina S.A. and directly 13% of the capital stock and votes of Itaú Asset Management S.A. and Itaú Valores S.A. and indirectly 87% of the capital stock and votes of Itaú Asset Management S.A. and Itaú Valores S.A. On November 2, 2023, the Board of Directors of the Central Bank authorized the aforementioned purchase, which became effective on November 3, 2023.
On March 6, 2024, we, as an incorporating company, together with Banco BMA S.A.U. (formerly Banco Itaú Argentina S.A.), as an incorporated company, entered into a pre-merger agreement, whereby Banco BMA would be incorporated into us retroactively as of January 1, 2024 based on the separate financial statements of each of the companies prepared as of December 31, 2023 and the special consolidated merger statement of financial position as of the same date. On November 1, 2024, the Central Bank granted authorization for the merger by incorporation with Banco BMA S.A.U., and on November 14, 2024, the merger became effective upon registration with the Public Registry.
On December 17, 2024, the Boards of Directors of Macro Fondos and Macro Securities each resolved to carry out merger by absorption processes. Macro Fondos was merged into and with BMA Asset Management SGFCISA, and Macro Securities was merged into and with BMA Valores SA. On September 11, 2025, and September 29, 2025, respectively, the Inspección General de Justicia (Public Registry) approved the aforementioned mergers and the dissolution without liquidation of BMA Valores SA and BMA Asset Management SGFCISA, which was retroactively effective from January 1, 2025.
Since 2020, we have made capital contributions to Play Digital S.A. resulting in an ownership interest of 11.04% as of the date of this annual report, including contributions made by Banco BMA prior to our acquisition of it. The company’s corporate purpose is to develop and market a payment solution linked to users’ bank accounts within the financial system, with the objective of significantly enhancing their payment experience. Initially, the shareholders, including us, were Banco de Galicia y Buenos Aires S.A.U., Banco BBVA Argentina S.A., and Banco Santander Argentina S.A. Subsequently, additional financial institutions became shareholders, expanding the original group.
On January 1, 2025, we acquired control over Alianza SGR, with significant influence exercised through our representation on the Board of Directors. The main objective of this company is the granting of guarantees.
Additionally, on January 22, 2026, we entered into a joint business agreement with Telecom Argentina S.A. and its directly and indirectly controlled subsidiaries, Micro Fintech Holding LLC and Micro Sistemas S.A.U. Pursuant to this transaction, we acquired 50% of the capital stock and voting rights of Micro Sistemas S.A.U. for an amount in Pesos equivalent to U.S.$75,000,000. The strategic purpose of this transaction is to enhance the growth and regional expansion of such entity, which operates as a payment services provider under the Personal Pay brand.
On March 20, 2026, Banco Macro and Fintech Digital LLC entered into a stock purchase agreement to jointly acquire, directly and indirectly, all of the issued and outstanding capital stock and voting rights of Banco Sáenz S.A., subject to the fulfillment of certain conditions precedent and approval by the Central Bank. This strategic transaction is part of our expansion into the digital ecosystem and complements our recent entry into Personal Pay—the digital wallet of Personal—developed by Telecom Argentina S.A.
We currently offer traditional bank products and services to companies, including those operating in regional economies, as well as to individuals, thus reinforcing our objective to be a multi-service bank.
In addition, we perform certain transactions through our subsidiaries and controlled entities, including mainly Macro Bank Limited, Macro Securities S.A.U., Macro Fiducia S.A.U., Macro Fondos S.G.F.C.I. S.A., Argenpay S.A.U., Fintech S.G.R., Macro Agro S.A.U., and Alianza S.G.R.
Our Class B shares have been listed and traded on the BYMA since November 1994 and traded on A3 Mercados since October 2015. Before March 5, 2025, A3 Mercados was known as the MAE. The trading symbol for both exchanges is ‘BMA’. Additionally, our ADSs have been trading on the NYSE since March 2006 under the symbol ‘BMA’.
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B. Business overview
We are one of the leading private banks in Argentina and the largest in terms of number of branches, with excellent face-to-face service complemented by digital channels. Through these channels, we provide solutions to key players that generate economic and social value (public sector, corporate companies, and corporations), and promote the accessibility and financial inclusion of people from vulnerable sectors, professionals, entrepreneurs, and small and medium-sized companies. We substantially conduct our activities in Argentina.
According to the Central Bank, as of December 31, 2025, we were ranked first in terms of branches, second in terms of net equity, and fourth in terms of total loans and in terms of total deposits among private banks in Argentina.
As of December 31, 2025, on a consolidated basis, we had:
Ps.23,239,424.0 million (U.S.$15,923.8 million) in total assets;
Ps.10,708,315.0 million (U.S.$7,337.4 million) in total loans and other financings;
Ps.13,690,637.8 million (U.S.$9,380.9 million) in total deposits;
approximately 6.4 million retail customers and 0.2 million corporate customers; and
approximately, 1.2 million customers with employee payroll accounts for private sector and provincial governments and 0.8 million retiree customers.
Our consolidated net income for the fiscal year ended December 31, 2025, amounted to Ps. 290,705.8 million (U.S.$199,193.2 million), representing a return on average equity of 5.55% and a return on average assets of 1.41%.
In general, given the relatively low level of banking intermediation in Argentina, there are limited products and services being offered. We are focusing on the overall growth of our loan portfolio by expanding our customer base and encouraging them to make use of our lending products. We have a holistic approach to our banking business and do not manage by segments or divisions or by customer categories, by products and services, by regions, or by any other segmentation for the purpose of allocating resources and assessing profitability. We offer savings and checking accounts, credit and debit cards, consumer finance loans and other credit-related products and transactional services available to our retail customers and SMEs through our branch network. We also offer Plan Sueldo payroll services, lending, corporate credit cards, mortgage finance, transaction processing and foreign exchange. In addition, our Plan Sueldo payroll processing services for private companies and the public sector give us a large and stable customer deposit base.
Our competitive strengths
We believe we are well positioned to benefit from opportunities created by the economic and business environment in Argentina. Our competitive strengths include the following:
Strong financial position. As of December 31, 2025, we had excess of regulatory capital of Ps. 3,614,321.3 million (30.6% capitalization ratio). Our excess capital is aimed at supporting growth, and consequently, a higher leverage of our balance sheet.
Strong shareholders’ equity. As of December 31, 2025, 2024, and 2023, our total shareholders’ equity amounted to Ps. 5,234,546.4, Ps. 5,328,662.2 million, and Ps. 5,840,268.9 million, respectively.
Strong presence in fast-growing target customer market. We have achieved a leading position with low- and middle-income individuals and among SMEs, generally located outside the City of Buenos Aires, which have been relatively underserved by the banking system. Based on our experience, this target market offers significant growth opportunities and a stable base of depositors.
High exposure to export-led growth. Given the geographical location of the customers we target, we have acquired banks with a large number of branches outside of the City of Buenos Aires with the aim of completing our national coverage. Our focus is particularly on some export-oriented provinces. Most of these provinces engage in economic activities primarily concentrated in areas such as agriculture, mining, cargo transportation, edible oils, ranching and tourism, which have benefited from the export-driven growth in the Argentine economy.
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Largest private-sector branch network in Argentina. With 444 branches and 2,016 ATMs, as of December 31, 2025, we have the most extensive branch network among private-sector banks in Argentina. We consider our branch network to be our key distribution channel for marketing our products and services to our entire customer base with a personalized approach. In line with our strategy, approximately 90% of these branches are located outside of the City of Buenos Aires.
Loyal customer base. We believe that our customers are loyal to us due to our presence in traditionally underserved markets and our Plan Sueldo payroll services. We have benefited from Argentine regulations that require all employees to maintain Plan Sueldo accounts for the direct deposit of their wages. In addition, we emphasize face-to-face relationships with our customers and offer them personalized advice.
Exclusive financial agent for four Argentine provinces. We perform financial agency services for the governments of the provinces of Salta, Jujuy, Misiones and Tucumán in northern Argentina. As a result, each provincial government’s bank accounts are held in our bank and we provide their employees with Plan Sueldo accounts, giving us access to substantial low-cost funding and a large number of loyal customers.
Strong and experienced management team and committed shareholders. We are led by committed shareholders and a senior management team with large experience in the banking industry, who have transformed us in one of the strongest and largest banks in Argentina.
Our strategy
From a culture of closeness to the people as a differentiating seal, we seek to integrate customer knowledge with innovative systems that offer solutions, products and services that go further than the traditional banking scheme; to positively impact the communities where we are present. Our strategic vision is to change the way of banking in Argentina: Argentina to think big, in Macro.
2030 Business Strategy
During 2025, we defined our 2030 Business Strategy. We believe that we are very well positioned to capture profitable and sustainable growth opportunities in an environment of increased competition and efficiency demands. On this basis, we have developed a clear and actionable roadmap towards 2030, combining a vision of leadership in customer experience with a simpler, more efficient, and scalable operating model. This strategy is supported by pillars that integrate the best of technology with personalized human service, and is aligned with our Corporate Sustainability Strategy and our value creation model.
We are in a privileged position to capture the opportunities arising from Argentina’s new macroeconomic and financial environment, characterized by macroeconomic consolidation with growth, market opening, deregulation, and the structural transformation of the financial system, in an environment of increased competition and efficiency demands.
In this context, we have defined a clear, credible, and actionable roadmap through our 2030 Strategy, the objective of which is to consolidate our position as the leading bank for a greater Argentina, recognized for our excellence in service, closeness to customers, and a differentiated value proposition aimed at maximizing sustainable value creation for shareholders, investors, and all our stakeholders, combining the best of technology with personalized human service.
The 2030 Strategy is structured around four fundamental pillars, managed through critical enablers, which will allow us to continue growing market share by improving NPS, customer primacy, and share of wallet. At the same time, efficiency improvements will accompany the capture of growth in the local financial system and sustained value generation.
We have strong financial and positioning strengths based on a solid financial position with, one of the highest solvency levels in the system, the largest capital surplus in the market, and controlled risk. With the most extensive branch and ATM network among private banks in Argentina and a strong federal presence, we are a benchmark in customer experience, geographic capillarity, and close customer relationships.
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Operational Transformation and Value Creation
We are executing a deep transformation of our operating and commercial model, which includes:
modernization of our technology architecture and digital platforms;
comprehensive redesign of the onboarding process for individuals and corporate customers;
development of a new value proposition for SMEs and corporate customers through comprehensive digital platforms;
strengthening of our advisory and wealth management capabilities; and
deployment of a new “primacy engine” based on loyalty programs, segmented pricing, and advanced commercial management.
We believe that this transformation will enable us to significantly improve commercial productivity, operational efficiency, customer retention, and the structural profitability of the business.
The execution of the 2030 Strategy is supported by a solid organizational culture based on values, meritocracy, accountability, customer orientation, and an entrepreneurial spirit. We have consolidated a leadership model that promotes innovation, collaboration, and execution excellence, constituting a competitive advantage that is difficult to replicate in the Argentine financial system.
To translate strategy into results, we combine financial strength, commercial leadership, federal scale, transformation capability, and disciplined execution, with a focus on converting improvements in customer experience and relationships into profitable growth.
This is complemented by greater operational efficiency and prudent risk management, in order to profitably capture the expansion of the Argentine financial system and sustain long-term value creation.
Corporate Sustainability Strategy
Our Corporate Sustainability Strategy is structured around four fundamental pillars, designed to translate our sustainability policy into concrete and measurable actions that respond to the expectations and needs of our stakeholders and actively contribute to the United Nations 2030 Agenda.
Governance and Ethics for Resilience and Trust Commitment: to continuously strengthen our corporate governance structure, ethics and transparency, as well as comprehensive risk management, to ensure our sustainability, the trust of our stakeholders, and sustainable economic performance that generates shareholder value and drives the country’s development.
Responsible and Innovative Business Commitment: to develop a banking business that not only meets the financial needs of our customers, but also promotes inclusion, information security, an exceptional customer experience, digital transformation, and the creation of financial products with a positive impact on the sustainable development of Argentina.
Human and Sustainable Development Commitment: to foster a work environment that promotes the well-being, development, and diversity of our human capital, while contributing to the social and sustainable development of the communities where we operate, prioritizing human rights and the generation of opportunities throughout our operations.
Positive Environmental Impact
Commitment: to actively manage our direct impact through carbon footprint reduction, promoting energy efficiency, emissions reduction, and environmental awareness; and through sustainable financing, thereby contributing to the fight against climate change and the protection of natural resources.
The year 2025 was particularly significant in terms of sustainability. We updated our Sustainability Policy and defined our ESG Corporate Sustainability Strategy, aligned with our purpose and with a comprehensive vision of economic, social, and environmental value creation.
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This process included a review of material topics under a double materiality approach, a systematic analysis of impacts, risks, and opportunities, and the participation of more than 85 leaders from key areas in the definition of objectives and indicators. On this basis, we advanced in the design of the ESG Action Plan 2026-2030, integrated into our value creation model and aligned with international reporting standards, the principles of the United Nations Global Compact, and the Sustainable Development Goals.
During the year, we reviewed our material topics and worked particularly on the definition of the impacts, risks, and opportunities associated with each of them, in coordination with the Risk Management Area and all our key areas. “Impacts” are understood as those that we generate towards our stakeholders (financial materiality), while “risks and opportunities” refer to the consequences that the economic, social, and environmental context has on our business (impact materiality).
As a result, a set of key performance indicators were established to measure compliance with the commitments assumed in terms of sustainable development, inclusion, integrity, and good governance, thereby strengthening our role as a relevant player in the Argentine financial system.
Additionally, during 2025 we made progress in adapting to international accountability standards and frameworks, including IFRS S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and IFRS S2 “Climate-related Disclosures,” the Sustainability Accounting Standards Board (SASB) and the GRI Standards (Global Reporting Initiative).
Client portfolio, products, and services
We focus on providing financial solutions tailored to each client, prioritizing service quality and the digitalization of processes and operations. We strive to ensure that our more than six million clients have an exceptional experience with us, fostering satisfaction and the primacy of our service across a broad portfolio of individuals, businesses, and organizations of various profiles that make up our clientele. With a portfolio of products and services for every type of person, company and organization, we seek to transmit drive and optimism to think big from a wide range of solutions and services with knowledge, proximity and innovation.
This commitment is reflected in our innovation and our ability to adapt in a constantly evolving financial environment, where digitalization and customer experience are fundamental pillars in strengthening our competitive position.
We offer a relatively narrow range of standard products, which are generally available to both our retail and corporate customers. We have a holistic approach to our banking business and do not manage by segments or divisions or by customer categories, by products and services, by regions, or by any other segmentation for the purpose of allocating resources and assessing profitability. Our strategy is to grow our business, as demand for credit in Argentina increases, by focusing on cross-selling opportunities among our broad customer base. The following discussion of our business follows broad customer categories of retail and corporate as a way to understand who our customers are and the products and services that we provide.
Digital transformation constitutes a strategic pillar and is grounded in a cultural shift in how we manage the business, aimed at driving innovation, agility, and strengthening a data-driven, human-centered culture with efficient and sustainable thinking that continuously places the experience of our more than 6.5 million customers at the center.
Within this framework, during 2025, we advanced in the digitalization of processes and services, incorporating new technologies—including artificial intelligence—to optimize operations, enhance the personalization of our products and services, and improve efficiency in each interaction.
In line with this evolution, we continue to develop financial solutions tailored to the needs of individuals, companies, and organizations of various profiles, prioritizing service quality and an exceptional experience at all touchpoints. This approach reinforces our competitive positioning and commitment to an increasingly diverse, active customer base that is fully integrated into the digital ecosystem
The composition of our customer portfolio is as follows:
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Participation by banking segment in the portfolio
Companies
Individuals
Corporate
Government
Finance
Notes:-
Banco BMA not included.
Retail customers
Overview
We serve our retail customers with the objective of satisfying their financial needs, whether savings, transactional or funding. Retail customers are classified according to their labor condition or their main income source, in the following categories: Plan Sueldo (Salary Plan), Retirees, Open Market and Professionals and Business. We provide services to them throughout Argentina, in particular in areas outside the City of Buenos Aires, which have higher concentrations of low- and middle-income individuals who are traditionally underserved by large private banks. We serve our retail customers through our extensive, nationwide branch network. Approximately 90% of our branches are located outside the City of Buenos Aires.
The table below reflects the number of retail customers broken down by category as of December 31, 2025, 2024 and 2023:
Retail Customers by category
Open Market
Plan Sueldo (private and public sector)
Retirees
Professionals and business and others
Total Retail Customers
Additionally, based on a thorough credit evaluation, we categorize our clients according to their profile and needs into: Macro Selecta, Preferential, Mass Market, and Young clients. We completed the integration and relaunch of customized offerings for our clients across different segments.
We offer our retail customers traditional banking products and services, such as savings and checking accounts, time deposits, credit and debit cards, consumer finance loans (including personal loans), mortgage loans, automobile loans, overdrafts, credit-related services, home and car insurance coverage, tax collection, utility payments, ATMs and money transfers.
Our retail customers provide us with a key source of funding as well as a significant interest and fee income. We believe that our large retail customer client base provides us with an excellent opportunity to expand the volume of our lending business.
Our efforts have been aimed at strengthening relationships with our customers by offering them the products that are best suited to their needs and circumstances, through our individualized, professional advice, which we believe is an important feature that distinguishes us in our target markets. Likewise, we have focused on increasing the volume of new customer acquisition with focus on those segments that allow greater efficiency and better result of the cost/benefit equation.
Our main goals for the retail bank are to keep our leading position in personal loans, and steady growth in the credit cards portfolio. In this regard, and aiming to continue growing in the credit card market, we intensified efforts to increase consumption and total assets. We also improved the use of our clients’ information as a tool to implement better cross selling, client retention and default prevention commercial actions.
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The year ended December 31, 2025 was marked by strong commercial momentum, in line with brand transformation and business modernization. Growing customer interest in digital and self-service solutions was reflected in an 18% increase in digital account openings and the consolidation of the new acquisition process for our “Plan Sueldo”, which recorded a growth of 469%. These advances were made possible by an increasingly precise and effective strategy, aimed at delivering the most appropriate value proposition and message to each customer.
Savings and checking accounts and time deposits
We generate fees from providing account maintenance, account statements, check processing and other direct banking transactions, direct debits, fund transfers, payment orders and bank debit cards. In addition, our time deposits provide us with a strong and stable funding base.
Our commercial and customer bonding actions enable us to achieve growth in the deposit portfolio above market levels, mainly due to an increase in time deposits of retail customers which intensified funding diversification.
Accounts and account packages are the primary channels for cash deposits and are two of the main drivers of fee income. For this reason, we focus on the life cycle of the account packages, promoting loyalty measures and retention of our products. Account packages are growing year after year in terms of volume and quality. During the last few years, the offer was adapted in order to continue offering products and services according to the needs of each customer type and category.
In the last years, the user experience was enriched through the incorporation of new functionalities in the mobile application, providing customers with the necessary agility in their daily operations, as well as in the process of registering and unlocking passwords. The value offering was reinforced through the introduction and renewal of benefits and incentives aligned with the changing needs and demands of the various customer segments.
Growth also continued in the area of digital payments and collections, driving bankability with the strategic support of MODO. We continue to invest in digitalization and the reduction of cash usage, encouraging QR payments through virtual wallets to also include the unbanked population. In 2024, we expanded our user base within the digital payment wallet ecosystem (MODO, Google Pay, Apple Pay, viüMi, SAETA, and Macro Click).
This proactive approach reflects our ongoing commitment to innovation and adaptation to a constantly evolving financial environment.
In order to improve our customers’ experience, we implemented significant improvements in the 100% digital account opening process, allowing 7x24 management with the possibility of downloading the Macro App and starting to operate at the same time.
We continued working to improve the value proposition, with the objective of becoming the main bank for our customers. The sustained growth year after year, both in volume and quality of the packages, attests to this effort. The number of saving accounts increased 9% by 2023, 28% by 2024 and 17% by 2025.
Our “debit card” service is critical within the framework of our strategy to increase customer transactions by encouraging the use of accounts. Debit card services also help to develop account balances into transactional accounts, as deposits increase, thereby expanding our demand deposit base. During 2024, we worked on optimizing the performance of accounts and packages with a focus on customer experience and process digitalization. Every year, we grow in volume and quality of accounts, expanding our market share. This is the result of our efforts to offer a value proposition that is increasingly adapted to new needs, with the aim of positioning ourselves as the bank of choice for our customers. For example, we developed the complete digitalization of account opening and management through digital channels at any time of the day and week, while we also extended the validity of debit cards so that customers could continue to make ATM withdrawals and not be forced to go to the branch.
The number of debit cards we issued increased by 10% in 2023 and 26% in 2024. Although the number of debit cards decreased by 8% in 2025, debit card consumption increased by 11%. Active card accounts represent 20% of the total financial system.
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The following table reflects the number of retail accounts as of December 31, 2025, 2024 and 2023:
Product
Savings
Total savings accounts
Plan Sueldo (private sector)
Plan Sueldo (public sector)
Professionals and business and others(2)
Checking
Checking accounts
Electronic Account Access
Debit cards
Includes welfare programs.
Lending products and services
We offer personal loans, document discounts, residential mortgages, overdrafts, pledged loans and credit card loans to our retail customers.
We intend to continue to increase our retail lending by focusing our marketing efforts on underserved target markets such as low and middle income individuals. We also plan to continue to cross-sell our retail lending products to our existing customers, particularly targeting those who may choose to open savings and checking accounts with us because we already provide their payroll and pension services.
Also, by putting into practice the “Pensá en Grande, Pensá en Macro” and respecting our values such as closeness, agility, pride and protagonism, we incorporated the customer’s viewpoint in each process to better accompany them in the achievement of their goals.
Among the main value propositions, we offer a wide variety of credit options designed to meet our customers’ needs, even in remote locations in Argentina, and we develop small loans or personal loans based on agreements with municipalities, so that people with a low level of banking penetration can access the benefits of the financial system while limiting their exposure to unregulated loans. We offer personal loans through 100% digital channels for customers and non-customers and with new processes to finance the purchase of products or services, not only within the bank, but also at different points of sale, through a wide network of stores with agreements, incorporating people with a low level of banking penetration into the system.
The improvement of credit evaluation tools and engines generated an increase in the nominal rating ceilings, to provide a better quality of response to the client. In addition, we added the possibility of choosing the amount and term that best suits the client’s needs at the moment they take a loan through ATMs.
2025
With a commitment to implementing improvements that have a direct impact on customers, we are working on the development of a new loan pricing system that contemplates greater specificity in rate definition, allowing us to reach customers with more accurate commercial proposals and higher profitability.
In 2025, our loan portfolio recorded growth exceeding that of the prior year, with outstanding performance in the public employees and retirees segments.
More than 1.5 million personal loans were granted, representing a 92% increase in origination volume. Additionally, mortgage loans recorded a 75% year-over-year growth.
In 2025, personal loans and payroll advances were primarily processed through digital channels, while mortgage loan origination was conducted exclusively through our branch network.
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2024
In 2024, the decline in inflation and the economy showing signs of greater stability also led to exponential growth in private credit, in addition to the return of mortgage credit. By December 2024, the stock of credit in Pesos to the private sector had increased by 49.4% year-over-year in real terms. Mortgage lending, though still below 2018-2019 levels, regained momentum in the second half of the year, growing 3.7% in real terms in December and 30.1% year-over-year, with approximately 3,200 new mortgage borrowers entering the financial system, mostly under UVA-adjusted loans.
We strengthened our offering of pre-approved personal loans with significant growth in our portfolio, but the most notable development was the launch of mortgage loans for first and second homes, with financing terms of up to 20 years. In particular, the “young line” stands out, aimed at clients under 30 years old with salary deposits at Banco Macro, with the option to combine contributions with their parents, allowing financing of up to 90% of the property’s value.
We continue to position ourselves as the leading private bank in benefit payments for the Plan Sueldo segment, reaching 816,077 people and managing a monthly payment volume exceeding $380 million. With the acquisition of Banco BMA, the portfolio was increased by more than 15,000 clients in this segment.
2023
With the aim of promoting banking penetration, in 2023 we carried out campaigns and commercial actions focused on offering a credit card, personal loans and credit assistance tailored to underbanked customers, to promote and consolidate various regional activities. The focus was on digital incorporation processes, facilitating the opening of accounts and access to benefits in different areas of the country through the use of channels and remote contact, simplifying interaction with the customer and encouraging self-management of processes to reinforce the message of simplicity and security in operations. In addition, the offer was complemented with a training proposal from the Cuentas Sanas program for a more conscious management of personal finances and/or their enterprises.
In 2023 we improved our positioning in the retirement segment, reaching more than 760,000 retirees and pensioners, being the private bank with the largest number of beneficiaries and with a volume of benefits paid out that reaches more than Ps.132,000 million every month. On the other hand, we launched the campaign for the recovery of retirees, aimed at people who decided to collect their assets in another bank.
As of December 31, 2025, 2024 and 2023, our consumer loan portfolio (without considering other financings) was as follows:
Consumer loan portfolio
(as of December 31, of each year)
(in millions of Pesos and as percentage of consumer loan portfolio)
Overdraft
Documents
Mortgage and pledge
Credit Card
Personal loans
Others
Total Consumer Loans
Figures stated in millions of Pesos in terms of purchasing power of Peso as of December 31, 2025.
Plan Sueldo payroll services
Since 2001, Argentine labor law has provided for the mandatory payment of wages through accounts opened by employers in the name of each employee at financial institutions within two kilometers of the workplace, in the case of urban areas, and ten kilometers of the workplace, in the case of rural areas. There are similar requirements in place for pension payments.
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We handle payroll processing for private sector companies and the public sector, which require employers to maintain an account with us for the direct deposit of employee wages. Currently, we provide payroll services for the governments of the Argentine provinces of Misiones, Salta, Jujuy and Tucumán and to the private sector for a total aggregate of 2.0 million retail clients (including retirees). Our Plan Sueldo payroll services provide us with a large and diversified deposit base with significant cross-selling potential.
With the purpose of positioning ourselves as the preferred option for payroll deposit services, we have driven a strategy based on three pillars: a focused approach to expand our market share in the private sector; loyalty and engagement initiatives supported by cross-selling actions; and a value proposition that addresses customers’ needs and enhances their experience throughout their entire lifecycle.
Commercial campaigns and the improvements implemented in processes and benefits are essential to strengthen customer acquisition, retention, and loyalty within this segment.
To remain competitive, we enhanced our value propositions for clients with salary deposits. This was achieved not only through organic growth but also through the acquisition of Banco Itaú Argentina S.A., resulting in a 19% year-on-year increase in the private sector and a 24% year-on-year increase in private companies with salary agreements.
Additionally, following the acquisition of Banco Itaú Argentina S.A., we added 55,000 clients to our Plan Sueldo segment and more than 3,000 corporate clients.
Corporate customers
Legal and natural persons of the private non-financial sector that develop commercial and/or industrial activities are included in the corporate customer category. We provide our corporate customers with traditional banking products and services such as deposits, lending (including overdraft facilities), check cashing advances and factoring, guaranteed loans and credit lines for financing foreign trade and cash management services. We also provide them trust, payroll and financial agency services, corporate credit cards and other specialty products.
The corporate business is focused on classification by size and sector. We have five categories of corporate customers:
Corporate companies which register more than Ps.150,000 million in annual turnover, and also include subsidiaries of multinational companies;
Medium and large sized companies (“MEGRAs”), which register more than Ps.20,000 million and up to Ps.150,000 million in annual turnover;
SMEs, which register up to Ps.20,000 million in annual turnover;
Businesses and Professionals, which includes individuals with independent commercial activity with an annual turnover of more than Ps.40 million; and
Agricultural companies, which include individuals and companies who operate in agriculture or in the commerce of agricultural products.
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The following table reflects our portfolio breakdown, broken down by category as of December 31, 2025, 2024 and 2023:
Corporate companies
MEGRAs
SMEs
Business and Professionals
Agricultural companies
We support productive activities through the promotion of development, new trends and innovation, since our goal is to continue offering the best services for market participants active in agriculture, industry and commerce. Based on values of close customer relationships, effort, hard work, dedication and community, we offer financing lines according to each customer profile that contribute to their growth, their development and that of their communities.
At present, we have a network of branches with business officials specialized in each category, offering a wide range of products, including working capital facilities, and credit for investment projects, leasing and foreign trade transactions.
Our corporate customer base also acts as a source of demand for our excess liquidity through overnight and short-term loans to large corporate customers.
See “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
We offer short-term and medium- to long-term corporate lending products.
Short-term: products include credit lines for up to 180 days and consist mainly of overdraft facilities, corporate credit and debit cards and factoring, as well as foreign trade related financing, such as pre-export, post-shipment and import financing. These products also include contingency lines, such as short-term guarantees (performance guarantees and bid bonds) and import letters of credit. The credit risk assigned to these kinds of transactions is the debtor rating described below, unless increased as a result of a pledge or a guarantee.
Medium- to long-term: products include credit lines and specific lending facilities of more than 180 days. Credits are usually asset-based, such as leasing, whereby a credit enhancement is achieved by means of the underlying asset.
Medium - to long-term facility risks are mitigated through different mechanisms that range from pledges and mortgages, to structured deals through financial trusts whereby the debtor pledges the underlying asset, mostly future income flows. Regardless of the term and based on the fact that these credit lines are devoted to small to medium-sized companies, our policy is to require personal guarantees from the owners, although the underlying debtor rating remains unchanged.
During the last years, our focus was SMEs and regional businesses, working to offer products and services tailored to each company profile, primarily based on size and the location of operations. Our management has been focused on consolidating our relationships with existing clients.
We supported the growth of SMEs through the development of businesses and sustainable links throughout the country. The geographic distribution, proximity, personalized attention and the knowledge of our clients and the regional economies allow us to detect their needs and support them in the financing of their projects, as well as to provide transactional solutions for the management of their payments and collections.
We have continued with actions aimed at financing small-scale client producers and suppliers of the value chain of our MEGRAs customers.
Within our Corporate Banking division (“Corporate Banking”), we sought to strengthen our relationship with existing and new clients, in order to position ourselves as one of the main banks in the corporate banking sector. This allowed us to provide specialized assistance to each of the companies which constitute the different value chains, with products tailored to their needs.
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Within our Corporate Banking division, we support the treasury flows of our clients by offering investment and financing solutions for the different value chains. We also seek to expand digital solutions within the collection and payment ecosystem with the objective of becoming a technological partner, leveraging our strong client relationships and coordination with other related companies.
During 2025, the focus of the Megra Banking value proposition was centered on supporting the improvement of client productivity, primarily in the areas of treasury, collections, and payments. Through Macro Soluciones, we offer a set of technological tools that facilitate management: Última Milla, Collections Portal, Concentrador, Supplier Payments, Finova, among others.
In 2025, we reaffirmed our commitment to SME Banking, comprised of companies representing a wide diversity of productive sectors. We deepened our comprehensive support strategy, consolidating a more accessible, flexible credit offering adapted to the specific characteristics of each activity. In parallel, we strengthened strategic relationships with companies, promoting the centralization of their financial operations through digital solutions for collections and payments management.
We have advanced in the digital development of our Business and Professionals Banking through new functionalities in internet banking and improvements in the onboarding process, enhancing the customer experience. Among the 2025 milestones, we highlight the implementation of a federal training program for the network of business and professionals officers and select executives. Additionally, we optimized the credit offering and strengthened alliances with professionals and chambers of commerce, supporting the growth and strategic needs of this portfolio.
In 2025, we strengthened our support for the agricultural sector through solutions adapted to working capital and investment needs, expanding the client base, credit ratings, and product offerings with competitive rates. This year, we actively participated in Expoagro, the sector’s most important trade fair. We also promoted self-management through digitalization and deepened our in-person service model throughout the country. We continued strengthening the offering for the agricultural sector through digital financial solutions that support the needs of the productive ecosystem. Additionally, in 2025 we launched Crédito Simple Agro, a fully digital financing tool based on productive information and adapted to the specific characteristics of the sector. Through this solution, unique in the financial market, we qualified more than 4,000 clients, expanding access to credit and driving the sector’s development.
In 2024, to enhance the corporate client ecosystem, we focused on promoting actions to increase transaction volumes across all products, especially digital ones. Collaborating with salary plan teams nationwide, we also focused on growing its salary plan base by fully leveraging our extensive branch network.
With the merger with Banco BMA, we improved our value proposition for over 12,000 clients who joined the Business and Professionals and SMEs segments.
We continued to strengthen our commitment to the country’s growth by supporting SMEs with a more flexible and accessible credit offering, tailored to the needs of a constantly evolving economic environment. Digitalization is a key pillar of our strategy, providing SMEs with new self-management tools that significantly improve the customer experience. In addition, we offer the sector a comprehensive proposal that focuses on financial accompaniment, specialized advice and strengthening their growth through internationalization with support for foreign trade operations. Our presence in strategic sectors continues to be strengthened with the launching of wine banking. At the same time, we continue to position ourselves in the franchise sector through strategic alliances with Franchising Co. and the Guía Argentina de Franquicias (Argentine Franchise Guide).
Additionally, we sponsor the NAVES Argentina Program, in a partnership spanning over ten years with IAE Business School—Universidad Austral’s Business School, to train and support the development of national SMEs and startups.
In 2024, the Business and Professionals segment saw a record client growth, driven by a leading market value proposition. Notable actions included the continued development of the referral campaign and new partnerships with trade chambers and professional associations.
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In the Agro Banking sector, we continued to support the agricultural industry by offering solutions to help businesses grow sustainably. Under this approach, we expanded the ratings, with a consistent, cost-effective and competitive offering of working capital and investment financing rates. Through digital initiatives, we also encouraged self-management. Furthermore, we deepened our service model that integrates the entire Agro value chain, offering differentiated relationship management based on operational scale and revenue levels.
We maintained our matrix-based service model across divisions and the Megra Banking Management, where joint service was provided by Megra officers and product specialists. Permanent in-person client visits foster closer relationships and improved service quality. Additionally, the integration of innovative digital solutions to increase automation and productivity in treasury management had a significant positive impact on the client portfolio, boosting cross-sell or cross-sales opportunities.
Regarding our Agro Banking division (“Agro Banking”), we continued to support regional economies with tailor-made products for sectors such as tobacco, sugar and yerba mate, by financing all value chains from the primary producer to the industrial producer.
During 2023, we focused on attracting new customers, achieving annual growth rates of 11% in Business and Professionals, 10% in SMEs, and 6% in Megra and Agro. At the same time, we increased the cross-selling of the different products, improving by 10% the number of employers of Plan Sueldo and by 8% the total number of crediting capita. We deepened the value chain of the mining and oil & gas sectors, and the universe of franchises, leveraging the development of a comprehensive value proposition that includes, among other products, financing and new digital payment and collection solutions.
Corporate Banking focused on capturing the flow of customers’ cash balances, offering solutions in investment and financing products for the different value chains. We also focused on expanding digital solutions within the collection and payment ecosystem. In this way, we were able to increase the placement of non-traditional products, strengthening our position as a technological ally, leveraged on our proximity to customers and coordination with other related companies.
In 2023, the new matrix-based service model between the divisions and the Megra Banking Management, implemented in 2022, was further deepened due to the positive results achieved during its implementation. The joint approach to clients, involving Megra officers from each division along with product specialists (cash, trade, salary plan, investments), led to a significant increase in cross-selling while simultaneously improving service quality. Additionally, the integration of innovative digital solutions to enhance automation and productivity in treasury management had a widespread positive impact on the client portfolio.
We accompanied the SME segment with a better and more flexible credit offer, new self-management tools that improve the experience, digital collection and payment solutions that facilitate the daily management of customers, and the proximity and advice of specialized officers throughout the country. In addition, the year saw a significant growth in new clients as a result of the SME referral campaign and different regional actions carried out in the value chain of corporate companies. The alliance with Franchising Co. allowed us to organize events throughout the country, positioning ourselves as a benchmark bank in the franchise sector.
With the purpose of stimulating the development of regional economies, we increased the availability of credit lines backed by the national government, such as the Línea de Financiamiento para la Inversión Productiva, as well as other lines backed by the provincial governments of Salta, Jujuy, Misiones, Catamarca and Tucumán. These lines have rates subsidized by FONDEP (Fondo Nacional de Desarrollo Productivo) and guarantees provided by FOGAR (Fondo de Garantías Argentino), to encourage investments and facilitate financing for both investment and working capital through the CreAR Federal Lines.
We signed an agreement with BICE Fideicomisos to implement guarantees for first losses in order to streamline the credit operations of MSMEs and back up their transactions.
Finally, Banco Macro once again generated actions in conjunction with the Federal Investment Council (CFI), Acindar Pyme SGR and Cuyo Aval SGR in order to carry out operations with digital guarantees with the purpose of accelerating the process of execution of loans destined to the credit lines for the Productive Reactivation and for Regional Exportable Production.
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We recorded strong growth in business and professionals and commercial clients, leveraged by the simplification of the registration process, the business and professionals referral campaign and the commercial alliances made throughout the country with chambers of commerce and professional associations. In addition, we continued to develop our value proposition, making our credit offer more flexible and digitalizing our services. Among the outstanding launches, we highlight the possibility of registering commerce through internet banking for companies and the launching of QR Full Macro, which allows accepting payments with debit and credit cards.
We accompanied the countryside by expanding ratings, with a constant, profitable and competitive offer of financing rates for working capital and investment, standing out as an Argentine bank that closely accompanied the countryside, after a drought with a great impact on production levels and within the framework of a complex macroeconomic context. In this line, we boosted commercial interaction with more than 150 financing agreements (between manufacturers and suppliers of inputs), focused on the construction of digital solutions to be digital suppliers (Agro platform) and internal processes (New Agro Scoring) and on the incorporation of new non-banking commercial products within our commercial attention model, with the purchase of the Macroagro Grain brokerage firm, and the strategic alliance with the “Campo simple” input sales store within the Macroagro integral offer.
As of December 31, 2025, 2024 and 2023, our commercial loan portfolio (without considering other financings) was as follows:
Mortgage and secured
Consumer loans(3)
Other
Total Commercial Loans
Including loans to micro credit institutions and commercial loans that, for the regulatory statements of debtors, was included as consumer portfolio following the criteria described in “Argentine Banking Regulation—Credit Portfolio.”
Figures stated in millions of Pesos in terms of purchasing power of Pesos as of December 31, 2025.
Includes credit card loans and personal loans.
Government banking
The responsibility of government banking area is to manage the links and actions with the national, provincial and municipal public sector at both central and decentralized levels, as well as with the autonomous entities to which we provide financial services for their administration and the development of their communities.
During 2025, we consolidated our leadership as a reference financial agent and as a GovTech player at the national level. We expanded our territorial coverage, deepened the digitalization of public services, and improved the financial results of the segment.
During the year, we onboarded more than 50 new clients, including provincial agencies, municipalities, and decentralized entities, with approximately 75% of these new accounts originating from jurisdictions where we do not act as financial agent. This growth reflects our ability to expand beyond our traditional base and responds to a GovTech approach that integrates technology solutions, territorial support, and a differentiated value proposition in tax collection, digitalization, and cash management.
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Throughout 2024, we continued to support the development of regional economies and the growth of SMEs by expanding the availability of new financing lines. In the provinces of Salta and Jujuy, the regional governments subsidize a portion of the interest rate applicable to financing. In Misiones, subsidies are provided by the provincial government for the Productive Investment Financing Line (Línea de Financiamiento para la Inversión Productiva), as well as for specialized credit lines for tea producers and loans secured by work certificates. In San Juan, in collaboration with the provincial government, we promote a special financing line for investment projects, working capital, and technical assistance, funded through external sources, with a particular focus on productive renewal. Furthermore, together with various provinces, we have introduced working capital loan facilities secured by guarantees from Fintech S.G.R. and Alianza S.G.R., specifically intended to finance working capital needs.
In 2023 from Government Banking, we continued with the purpose of digitizing governments and their communities, bringing solutions that simplify their daily lives, with a focus on providing technological solutions in the payment ecosystem, beyond traditional banking and financial services. We supported regional economies by implementing and renewing incentive programs and encouraged mass consumption, for example, through the extension to special holidays, with participation in discounts and financing during special holidays in collaboration with commerce chambers and provinces.
In 2023 we increased the availability of credit lines backed by the national government and the provincial governments of Salta, Jujuy, Misiones, Catamarca, and Tucumán. These lines have rates subsidized by FONDEP and guarantees provided by FOGAR, to encourage investments and facilitate financing for both investment and working capital.
We also promoted agreements with the government of the province of Misiones to support the wood drying kilns industry for the purchase of wood drying kilns; craft beer entrepreneurs for the acquisition of machinery and equipment and/or the adaptation of infrastructure and/or the purchase of raw materials; and yerba mate producers with working capital.
We also participated in the bidding process carried out by the San Juan Agency for the awarding of funds to be placed with MSMEs with investment projects in the province, including working capital and technical assistance.
Investment banking and finance banking
We serve the Institutionalized Financial Sector, which is regulated by the Central Bank, which includes Public and Private, National and Foreign Banks, who maintain relationships with the Central Bank of the Argentine Republic. We also serve institutional investors (Workers’ Compensation Insurers (ART), Insurance Companies, etc.). We provide financial and investment banking services -funds, bonds, corporate bonds- within the capital market.
In 2025, we completed a new issuance of Notes (Class G) for U.S.$530 million, which recorded demand that tripled the offering and allowed us to close the transaction at a rate of 8% over a 5-year term.
Throughout the year, we participated in the placement of Genneia Notes Class 48 (local market) and Class 49 (international market), both classified as green bonds and aligned with ICMA’s Green Bond Principles 2021 and Argentine guidelines for sustainable issuances.
Additionally, regarding note issuances and placements, through our subsidiary Macro Securities we supported clients in transactions that reached a total of Ps.9,970,811 million, equivalent to 64% of market issuances measured in Pesos. Notable placements included those in the oil and gas, financial, consumer, and industrial sectors, earmarked for working capital, infrastructure, and liability refinancing.
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This result confirms strong investor appetite for high credit quality corporate instruments and reaffirms, once again, our strength and leadership in the Argentine financial market.
Macro Fondos, our subsidiary, consolidated its position in 2025 as the fourth-largest asset manager in the local market, managing over Ps.4.5 trillion. During the period, management focused on automation and system improvements to optimize the user experience.
Joint work with the development of our new app allowed us to eliminate operational frictions—such as those related to redemption for transfer—and advance toward a more agile and streamlined operation. In parallel, we sustained commercial and financial education initiatives aimed at offering an accessible investment product and strengthening our primacy across all segments.
Furthermore, through digital channels, Macro Securities offered brokerage services in 2025, providing clients with self-management capabilities for buying and selling shares, CEDEARs, government securities, notes, and MEP dollar. MEP dollar transactions were the prioritized product by the digital segment, representing a volume of U.S.$1,749 million. Total volume through digital channels was U.S.$480 million, with a total of 21,800 digital clients at year-end.
During the first half of 2024, a decline in economic activity and a reduction in real wages were observed, primarily affecting consumption. In this context, there was a decrease in volumes generated by recurrent issuers in the trust market.
However, in the second half of 2024, a drop in interest rates, greater stability in inflation indexes, and the extension of terms helped boost the issuance of financial trusts. The market remained focused on consumer financing, with a smaller portion dedicated to agricultural financing.
The number of participants in the securitization market remained limited, with activity concentrated in a few entities that routinely issue new financial trusts. Three consumer-related companies accounted for 68% of the year’s issuances in terms of volume.
We participated in the issuance of financial trusts, with a total nominal accumulated amount of Ps.273,801 million (amount not restated) during 2024, representing 32% of the market’s frequent issuances, based on senior bond amounts.
Regarding the issuance and placement of notes, through Macro Securities, we have supported our clients, facilitating the placement of a total of Ps.4,416,425 million (amount not restated), representing 49% of market issuances, measured in Pesos.
The year 2023 was characterized by constant increases in reference interest rates in response to the high levels of inflation and uncertainty in the context of an election year, complicating the structuring of the financial trusts and negatively affecting them. Additionally, the permanent increases in Peso rates generated increases in the subordination of the financial trusts due to the permanent mismatch between the rates of the assets and liabilities of the financial trusts, generating inefficient structures for the trustees.
Despite the market conditions, we continued to maintain our leadership in organizing and financing financial trusts with public offerings. Thus we participated in the issuance of Ps.127,301 million (expressed in senior bonds) (amount not restated) of financial trusts with public offering (54.72% of the issues, measured over the amount in Pesos of senior securities) and financial trusts in the order of Ps.6,202 million (amount not restated) were pre-financed. It thus remains in the top 10 of the main issuers in the market, representing 90.03% of the total issuers (always measured in senior bond amount), accompanying 57.64% of such issuers. The remaining 9.97% is distributed among different entities in the market, including us.
Regarding the placement of corporate bonds, through Macro Securities we supported our clients in the issuance and placement of corporate bonds for an aggregate amount of Ps.945,963 million (amount not restated), representing 49.85% of the market issuances, measured in Pesos. Notably, Banco Macro was the arranger, and Macro Securities was the underwriter of five green bonds for the financing of renewable energy projects. These corporate bonds are part of ByMA’s panel of Social, Green and Sustainable Bonds (SVS) and were allocated to renewable energy projects by Genneia and one by Surcos.
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Transaction services
We offer transaction services to our corporate customers, such as cash management, collection services, payments to suppliers, payroll services, foreign exchange transactions, foreign trade services, corporate credit cards, and information services, such as our Datanet and Interpymes services, described further below. There are usually no credit risks involved in these transactions, except for intra-day gapping (payments made against incoming collections), as well as settlement and pre-settlement related to foreign exchange transactions which, in general, are approved following the debtor credit rating process.
Payments to suppliers
Our payments for supplier services enable our customers to meet their payment obligations to their suppliers on a timely basis through a simple and efficient system. This service also provides payment liquidations, tax payment receipts, invoices and any other documents required by the payer.
Collection services
Our collection services include cash or check deposits at our 444 branches, automatic and direct debits from checking or savings accounts and the transportation of funds collected from corporate customers to our branches for deposit. Our extensive branch network enables us to offer fast and efficient collection services throughout Argentina, which is of critical importance to both regional and nationwide companies.
Datanet and Interpymes
We provide our corporate clients with access to the Datanet service (“Datanet”), which is an electronic banking network linking member banks in Argentina. This service permits our clients to obtain reliable online information on a real-time basis from their bank accounts in Datanet as well as, to perform certain transactions.
Interpymes is an electronic banking system designed to meet the needs of small businesses
It does not require special installation procedures and is easily accessible through the internet, helping to simplify day-to-day operations for our customers.
Tax collection and financial agency services
We also have exclusive, long-term arrangements to provide tax collection and financial agency services to four provinces: Salta, Misiones, Jujuy and Tucumán. These contracts expire in 2026, 2029, 2034 and 2031, respectively.
Payroll services
We provide payroll services to four provinces and to the private sector. See “Item 4.B. Business Overview—Retail customers.”
Our distribution network
As of December 31, 2025, we had the largest private sector branch network in the country, with 444 branches spread throughout Argentina. In particular, in line with our strategy of expanding nationally, we have extensive coverage in the Argentine provinces with 90% of our branches located outside the City of Buenos Aires. Furthermore, as of December 31, 2025, we had 2,016 ATMs, 922 self-service terminals (“TAS”) and several service points used for social security benefit payments and servicing of checking and savings accounts and internet home banking service. The following table breaks down the distribution of our branches per province as of December 31, 2025:
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Province
City of Buenos Aires
Buenos Aires (Province)
Catamarca
Chaco
Chubut
Cordoba
Corrientes
Entre Rios
Formosa
Jujuy
La Pampa
La Rioja
Mendoza
Misiones
Neuquén
Rio Negro
Salta
San Juan
San Luis
Santa Cruz
Santa Fe
Santiago del Estero
Tierra del Fuego
Tucuman
TOTAL
Technology, automated channels and credit cards processing systems
Our technological development is continuous, and the number of alternative methods to perform banking transactions is increasing. Automated channels allow our clients to perform banking transactions with enhanced speed, comfort, and safety, offering a wide variety of available transactions.
During the last three years, we have focused on automated channels, giving customers more accessible and flexible services. As a result, the use of automated channels continued to expand, both in terms of volume of transactions and number of users.
Digital transformation constitutes a strategic pillar for us and is grounded in a cultural shift in how we manage the business, aimed at driving innovation, agility, and strengthening a data-driven, human-centered culture with efficient and sustainable practices that continuously place the experience of our more than 6.5 million customers at the center.
We have advanced in the comprehensive management of digital assets, unifying commercial and technological criteria to strengthen customer experience. The omnichannel approach, supported by a unified vision, data usage, CroMa, and continuous user interaction, drives dynamism, innovation, and discipline in the development of solutions.
To this end, we are working on the integration of all touchpoints—digital and in-person—to ensure a seamless, consistent, and frictionless experience, optimizing each instance of interaction. During 2025, the integration between different digital channels was key, providing direct access to BancoChat from self-service terminals and allowing customers to continue their transactions from their mobile devices.
Guided by a digitalization strategy aimed at simplifying operations for our customers, during 2025 we advanced in strengthening the digital offering and improving the usability of services. During the year, we recorded a 13% growth in digital channel users, reflecting sustained adoption and a greater preference for online transactions. Within the framework of digital channel growth, which reached 2.8 million users, around 300 thousand customers used only BancoChat, consolidating its position as a key channel for simple and assisted access to our digital services.
BancoChat consolidated its position as an initial contact channel and a companion in the digital relationship with customers, facilitating the progressive adoption of digital transactions. Through this channel, many users begin to interact with us digitally, resolving their inquiries remotely and strengthening their connection with our digital ecosystem.
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During 2025, we launched the new BancoChat, incorporating generative artificial intelligence. The new AI-powered transfer functionality allows customers to initiate transactions conversationally, streamlining the experience without the need to navigate through menus.
Regarding ATMs, we were one of the first to implement biometric customer validation, with fingerprint readers installed across our entire ATM network following the migration of the fingerprint database from the biometric engine to Newpay (Banelco).
Currently, we have 2,016 ATMs nationwide, representing 26% of the financial system’s network. 99% of the ATMs in our branch network are equipped with voice guidance service for visually impaired customers. In 2025, although transactions through this channel decreased due to the increased circulation of high-denomination bills, we remain the leader in the Banelco network.
As of December 31, 2025, we had 922 TAS (including smart self-service terminals (“TASI”)). During 2025, we advanced in the installation plan for the new TASI, replacing traditional TAS units. By year-end 2025, 819 TASI units were installed, covering branches throughout the country and expanding the availability of self-service solutions for customers. In branches equipped with TASI, this channel came to represent 18% of total cash deposits, contributing significantly to operational efficiency and improving customer experience by offering faster and more accessible operations.
In 2024, we continued to focus on optimizing the customer experience through process digitalization. This effort encompassed both improving tools for self-management and remote operations, as well as simplifying procedures for in-person transactions, ensuring greater convenience and efficiency. Additionally, we prioritized enhancing the experience on our digital platforms.
We aimed to grow digitally, both in terms of offering and usability. The year 2024 saw significant growth, with a 24% increase in users across our digital channels, highlighted by a remarkable 466% increase in BancoChat users.
The total number of transactions through digital channels grew by 21%, with a notable 805% increase in transactions via BancoChat.
Digitalization is here to stay, as evidenced by the 2024 data:
the use of digital services at branches exceeded 70% of all transactions;
at the cashier counters, 73% of withdrawal transactions (accounting for more than 64% of all counter operations) were made using customer fingerprints for authentication, making the process quick, easy, and secure;
in post-sale transactions at Self-Service Terminals, 93% used biometric authentication;
at branches, the implementation of advanced origination allowed for almost 100% digitization of commercial processes, promoting the use of digital files and biometric holographic signatures, eliminating paper use and simplifying procedures; and
we operate ATMs independent of branches, offering cash withdrawals, balance inquiries, and other services.
In 2024, we processed 26,376,422 monthly transactions, maintaining our leadership in the Banelco network with the largest share of operations across the entire network, handling 42% of transactions with just 25% of the equipment.
We developed a project aimed at replacing our entire TAS network, which includes the renewal of all equipment and the development of a revamped proprietary network with the latest software and hardware.
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We had 981 TAS machines distributed across our nationwide branch network, offering a wide range of services, including the ability to make deposits 24/7, every day of the year. In 2024, a total of 578,872 monetary transactions were processed via TAS, with the transaction volume increasing by 135% compared to 2023.
As part of the plan to reduce branch tasks, we continued to expand our network of TASI in recent years, allowing customers to perform transactions more efficiently and eliminating waiting times at branches.
In line with the TAS renewal project, we deployed and launched 558 TASI units, bringing the total number of operational machines to 799 nationwide. These units feature advanced technology with significant benefits: a substantial increase in the number of bills processed per transaction, immediate crediting, and improved operational efficiency. Thus, we contributed to achieving the goal of improving operational efficiency in our branches and, most importantly, providing a better experience for our customers.
With a focus on proximity, digitalization and the transformation towards a new form of banking in Argentina, during 2023 the digital strategy was consolidated and deepened, leveraging on digital assets that we had already been developing and implementing.
We completed the implementation of our own biometrics system, which allows us to store the biometric features of customers (facial features and fingerprints) and perform transactions in self-management channels through this biometric identification, which reduces all kinds of friction, since the customer does not have to remember passwords and users, resolving them in a more efficient and secure way. This same process of biometric customer recognition began to be expanded to other sectors within the branch, such as the teller line, so that customers can now withdraw cash from their account with the use of their fingerprint, without the need for signatures.
Likewise, we continued to expand the technological devices located in the branches to facilitate customer self-management and digital education, both for after-sales and sales transactions, as well as the digitalization of processes with the creation of the digital file and the implementation of the biometric holographic signature, which eliminates the use of paper and simplifies procedures.
During 2023, we continued to advance in the implementation of digital solutions, incorporating operations and services to provide a better experience to customers in all segments. These advances include platform upgrades and functionalities to improve ease of use, provide more services and ensure security.
Within this framework, the role of communications and customer training was key to achieving the changes towards digitalization. To this end, actions focused on improving the self-management channels for Individual, Corporate and Organizational clients and providing online training to service users.
Seeking a new way of banking in Argentina, we implemented BancoChat, a new way of operating and interacting with customers, being pioneers in the industry, so that customers can operate in an easy, agile and safe way, leveraging security through the use of their biometric features. In this way, we bring solutions to the WhatsApp platform that customers use in their daily lives. BancoChat is a solution that operates on WhatsApp, a conversational platform that allows us to reach many more people with our products and services. In this way we bring Macro closer to where people are and with the technology, they use every day in their daily lives. BancoChat’s evolution will be constant, both in terms of expanding transactionality and improving the customer experience.
Our Macro Banca Móvil channel has developed significantly in the last years. In line with the characteristics of the users and the technological trends supporting the development of the service, the Macro Banca Móvil application is available in the main virtual stores of the principal operating systems. Over the last few years, we continue to work on new functionalities that generate value for clients: U.S. dollar purchase and sale transactions, transfers to new accounts, point checking and redemptions under our Macro Premia rewards program, and UVA loans detailed enquiries.
The significant sustained growth in the number of users and transactions made through automated channels has demonstrated the effectiveness and acceptance of this service in the market.
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Human capital
We are employment facilitators at the federal level, we support the professional development of our employees, favoring diversity and inclusion in the work environment. Considering diversity as a competitive advantage, we worked on the promotion of an inclusive culture that guarantees equal opportunities and safe spaces to grow, express opinions and debate. In each area we promote a culture of non-discrimination, respect and appreciation of diversity and inclusion so that all people feel encouraged to be authentic and feel part of it.
In recent years we have witnessed a significant change in the labor and business context, and in response to this, we took the initiative to generate changes at the level of people management, accelerating an important transformation and thinking, first and foremost, about on how to prepare the capabilities of each member to cope with these changes. Thus, this new way of managing was translated into two actions: building the loyalty of internal talent and becoming an attractive employer, in order to have the most outstanding people in the market. To this end, we began to review its value proposition, working hard on measuring the employee experience and adapting to new ways of working, becoming more agile and digital in its day-to-day management.
We focused on the continuity of a stage of organizational redesign in order to achieve a more horizontal structure that demonstrates the trust we have in each member of our organization.
With the idea of having committed and trained teams, new spaces and opportunities were created that influenced each person transversally, giving rise to a new way of working that is more autonomous, closer and based on trust. Based on the organizational redesign implemented, the foundations were laid for a new model of responsible self-management, providing more autonomy, allowing employees to take risks and make mistakes in order to improve themselves. At the same time, we fostered a leadership model, with the figure of leader-coaches who guide the actions of the teams of which they are part. These changes began to take shape in order to eliminate bureaucratic barriers to decision-making, optimizing workflows.
One of the main levers to accompany this collaborative culture was the implementation of Google Workspace for the entire staff, which fully impacted the way of working and communicating, leading us to a much more modern, agile and powerful state.
We position ourselves as an institution that values and promotes a professional profile characterized by enthusiasm, adaptability, resilience, innovation, and a strong commitment to customers. In this context, we work towards building results-oriented teams that are capable of thriving in dynamic environments and share corporate values to grow, evolve, and become a fundamental driver in the lives of millions of Argentinians.
In 2025, we developed training, internal mobility, leadership, and continuous feedback initiatives; we strengthened our employer value proposition; and we consolidated programs aimed at the comprehensive well-being, health, and safety of our employees, with nationwide reach.
We continue to promote a high-performance, innovation, and customer-oriented culture, supported by a comprehensive talent management model that drives continuous learning, adaptive leadership, and internal mobility. This model is complemented by equitable, competitive, and market-aligned compensation and benefits policies that strengthen the value proposition for our employees.
During 2025, we have implemented a restructuring plan in order to achieve operational efficiency and agility to respond to the ongoing challenges posed by local and international markets. At the same time, we optimized organizational efficiency through clear structures, defined roles, and strategic resource allocation.
We have been distinguished with the second position in the annual “Great Place to Work” ranking in Argentina (based on our employees’ perception throughout 2025), consolidating our position as one of the best companies to work for in the country. This distinction reflects the cultural evolution of the organization, enabling us to improve by five positions with respect to the previous year.
Within this framework, we continue to deepen our human capital model with a focus on people and the application of digital tools that allow employees to develop, think big, and implement their tasks in an environment of trust and personal growth in order to attract and retain the best talent.
Throughout 2024, we successfully integrated 1,292 new collaborators from Banco BMA. A series of initiatives facilitated their adaptation to the organization’s culture and processes, strengthening the integrated teams and solidifying the brand. The merger with Banco BMA presented an opportunity to incorporate new talent, but also posed a significant challenge in terms of rapidly achieving cultural and team integration. The diversity of talents was embraced as a driving force for growth.
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In 2023, with the philosophy of “para lograrlo, primero hay que pensar en grande,” we challenged the country and generated continuous growth, creating new sources of employment and ensuring the development of our teams for the new work environment.
Risk management policies
To comply with the “Risk Management Guidelines for Financial Institutions” set forth under Communication “A” 5398, as amended, we have adopted various measures at our organizational structure level and have implemented procedures to ensure the establishment of an independent risk management process.
Our Board of Directors created a Risk Management Committee (the “Risk Management Committee”) and appointed a Risk Manager and made them responsible for coordinating the application of risk management policies and the relevant responsible officers. For more information, see “Item 6.C. Board Practices.”
The Risk Management Committee, among other responsibilities, assures the establishment of an independent management of risk, lays out policies, procedures, measurement methodologies and feedback systems in charge of the identification, measurement and monitoring of risks, as well as the responsibilities of every level of the organization involved in the process.
Our risk management process includes setting of acceptable risk levels by our Board of Directors, monitoring of our compliance with such levels by responsible officers, the issuance of regular reports for the Risk Management Committee, follow up on alerts and the application of action plans in connection with such alerts and the guidelines for the development of stress tests.
Additionally, the system is supplemented with policies and procedures specific to each risk (financial, credit, operational, counterparty credit, country risk, securitization, reputational, compliance and strategic risks, among others).
The primary procedures developed by the Risk Management Department are:
Stress tests: stress testing is a support tool for risk management and a complement to the results of risk measurement models. The objective of the tests is to assess our financial vulnerability potential in light of the sensitivity of the main variables affecting each risk.
In general, a variable with low probability of occurrence, but which if it materializes could lead to a significant overshoot in tolerance limits established for each risk. In addition, they are a tool for assessing the risk profile and are also used in the internal economic capital adequacy assessment process.
Economic Capital Calculation: the economic capital calculation is developed for those risks that, due to their importance, could eventually affect our solvency. Risk management is directly related to the calculation of economic capital. Based on the internal models developed, we manage the risks, determine the risk profile, and therefore estimate the capital required for the development of the activities and business, adjusted to the degree of exposure to each risk.
Economic capital estimate
Economic capital is the estimated amount of unexpected losses identified for each one of the individual risks (Market, Liquidity, Interest Rate, Credit, Counterparty Credit, Concentration, Operational, Securitization, Strategic and Reputational) determined for us on a consolidated basis.
We have implemented a formal procedure for quantifying economic capital and it is a tool used in the day-to-day management of risks, in preparing the business plan and in the stress tests.
The methods used to measure the economic capital of each risk were documented and approved by management, pursuant to the internal rules on corporate governance and risk management.
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Liquidity risk
Liquidity risk is defined as the possibility that we may not be able to comply efficiently with expected and unexpected current and future cash flows, and guarantees without affecting our daily operations or financial condition.
Also, the market liquidity risk is understood as the risk that a position cannot be offset or unwound at the market price due to:
that the assets do not have a sufficient secondary market; or
market alterations.
We have policies on liquidity, which aim to manage it in an efficient way, optimizing the cost and diversification of funding sources, and maximize the utility of the colocations through a prudential management that assures the necessary funding for the continuity of the operations and the fulfilment of the current regulation.
We have implemented a series of measurement and risk control tools, including the regular monitoring of liquidity gaps, differentiated by currency, as well as various liquidity rations, including “bimonetary liquidity ratio,” “liquidity coverage ratio” (“LCR”), “net stable funding ratio” (“NSFR”), among others.
The Executive Risk Management Department regularly monitors compliance of the different levels set by our Board of Directors in relation to liquidity risk, which include minimum levels of liquidity, maximum concentration levels allowed by type of deposit and by type of customer, among others.
In the event of a liquidity crisis, we contemplate different actions within its contingency plan, such as: financing through interbank calls or borrowings against Central Bank; cash sale of securities portfolio; restriction in the granting of loans and increase in deposit interest rates in order to capture a greater volume of deposits. For more information, see note 52.4 to our audited consolidated financial statements as of December 31, 2025 and 2024.
Market risk
Market risk is defined as the possibility of suffering losses in our on and off-balance sheet positions as a result of adverse fluctuations in the market price of various assets.
Market risks include interest rate, foreign exchange, and price risks. We are exposed to general and specific market movements and changes in the level of price volatility such as interest rates, credit spreads, foreign exchange rates, and prices of shares and securities, among others. These risks arise from the size of the net positions held by us and/or the volatility of the risk factors involved in each financial instrument.
We have policies for the management of market risk in which the processes of monitoring and control of the risks of variations in the quotations of financial instruments are designed with the objective of optimizing the risk/return relationship, using the structure of limits, models, and adequate management tools. In addition, we have adequate procedures and tools that allow the Risk Management Committee and the Assets and Liabilities Committee to measure and manage this risk.
The risks to which the investment portfolios are exposed are monitored through Montecarlo “Value at Risk” (“VaR”) simulation techniques. We apply the VaR methodology to calculate the market risk of the main positions taken and the maximum expected loss based on a series of assumptions for a variety of changes in market conditions. For more information see note 52.5 to our audited consolidated financial statements as of December 31, 2025 and 2024.
Interest rate risk
Interest rate risk is the potential for changes in our financial condition resulting from adverse fluctuations in interest rates, which could have an adverse effect on capital or earnings.
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Within the framework of interest rate risk management, we have a series of policies, procedures and internal controls that allow us to monitor the variation of the net present value of assets, liabilities and off-balance sheet items under certain scenarios of disturbance and stress in interest rates risk through Montecarlo simulations. For more information see note 52.6 to our audited consolidated financial statements as of December 31, 2025 and 2024.
Foreign currency exchange rate risk
We are exposed to fluctuations in foreign currency exchange rates prevailing in our financial position and cash flows. The largest portion of our foreign currency assets and liabilities are denominated in U.S. dollars.
The foreign currency position is composed by assets and liabilities expressed in Pesos, at the exchange rate as of the closure of the indicated dates. The open position of an institution is composed by assets, liabilities, off-balance-sheet accounts denominated in the foreign currency in which the institution assumes the risk. Any devaluation or revaluation of those currencies affects the income statement.
Our open position as of December 31, 2025, stated in Pesos by currency, is disclosed in note 27 “Foreign currency amounts” of our audited consolidated financial statements as of December 31, 2025 and 2024.
Credit risk
Credit policy and credit risk management
The Board of Directors approves our credit policy and credit assessment in order to provide a framework for the creation of businesses to attain an adequate correlation between the risk assumed and profitability.
Credit risk results from the possibility of loss derived from customers or counterparties from fully or partially breaching financial obligations they have undertaken with us.
In order to manage and control the credit risk, we establish limits regarding the amount of risk we are willing to accept, so as to monitor the indicators with respect to such limits.
Credit risk rating and approval process
In order to determine the credit risk, we qualifiy each individual or company by means of a risk rating model, assigning a rating to each debtor, taking into consideration quantitative as well as qualitative concepts. The Credit Risk Department has focused its actions on increasing the quality and efficiency of the credit risk rating process.
There are specific policies and procedures for loan granting for corporate and retail customers, which differ according to the segment to which they belong (public or private payroll, retirees or open market).
The risk assessment process differs for Corporate Banking and Retail Banking customers. Credit risk assessment for retail customers includes the use of risk applications based on screening methods, which impose a minimum threshold for the customer to be creditworthy, related to an arrears level. Qualifications are permanently available for branches in the Customer Management System (CRM) and for clients through digital channels, which allows them to operate automatically within the limits and conditions approved centrally by the Risk Management.
The evaluation systems are based fundamentally on an admission score and certain rules of maximum indebtedness and installment/income ratio.
For the assessment of Corporate Banking customers, we feature different methods involving several responsible levels and which become more complex according to the magnitude of the transactions, as to amounts and type of assistance, weighted by terms and existing coverage.
For the approval of minor assistance, transitory or self-liquidating guarantees, credit powers are granted to senior officers based on their knowledge, experience and training. In any case, the use of these powers is associated with the result of an objective evaluation, avoiding any arbitrariness in credit approvals.
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For the granting of predefined products and limited amounts to the Small Companies and Agro segments, standardized evaluation systems are used in a decentralized manner and include origination scoring and screening methods for the admission and assignment of limits, based on economic, financial and equity information of the clients. Likewise, there is a periodic mass scale and centralized qualification process, which the Risk Management makes available to the branches on a permanent basis.
When transactions exceed the amounts authorized by delegated powers or through decentralized risk analysis, the ratings are approved by Credit Committees. Committee resolutions establish the conditions to which the assistance is subject in terms of amounts, currencies, terms, coverage with guarantees, follow-up clauses, etc.
In order to limit credit risk, guarantees are requested on the agreed financing. A specific area of Risk Management is responsible for managing the collateral received by us, as well as for evaluating and periodically updating its appraisal value and validity, in order to monitor the quality of the risk mitigators.
We have a formal, solid and well-defined process to manage the recovery management of problem loans. Procedures are differentiated according to portfolio type and delinquency status.
We have a management information system suitable for the size of our operations. Its components include an automated tool for the calculation of key performance indicators, for which alert and limit values have been determined in order to monitor business changes according to the risk appetite defined by our Board of Directors. Other credit risk management tools used are evaluation or score models, which are used at different stages of the credit cycle, attributing an internal risk rating to customers, according to which the assigned credit limits are managed and according to which the portfolio is monitored. Those tools are complemented with expected losses and provision models.
For more information see note 52.1 to our audited consolidated financial statements as of December 31, 2025 and 2024.
Operational risk
Operational risk consists of the risk of suffering losses due to inadequate or failed internal processes, systems or persons or due to external events. This definition includes legal risk but excludes strategic and reputational risk.
Within such framework, the legal risk –which may arise internally or externally- comprises, among other aspects, the exposure to penalties, sanctions or other economic consequences or results for failure to comply with any rule or regulation or contractual obligation.
The Non-Financial Risk Management Department is in charge of managing operational risk, with the main objective to secure an operational risk management plan which includes policies, programs, measurements and competencies for identifying, assessing and managing risks, with the purpose of assisting our senior management and our Board of Directors, in an environment of rapidly changing and significant risks.
We have a procedure to collect of events and losses for operational risk, which is composed of a collection process of operational events and losses to systematically register the frequency, severity, category and other relevant aspects related to the events and losses for operational risk. The objective is to evaluate the situation upon the event occurrence, to better understand the profile of operational risk and, if applicable, adopt the pertinent corrective measures.
In addition, we have a procedure that establishes the guidelines to prepare risk self-assessments and, in the cases of risks exceeding the tolerance limits admitted, guidelines to establish risk indicators and action plans.
The Non-Financial Risk Management Department produces and sends periodic reports to the Board of Directors, the risk management committee and senior management. Based on these reports, the results of the monitoring of the management of the main risks to which we are exposed are made known. Each report contains information on risk measurement, its evolution, trends, main exposures, control of main limits and the level of capital required by type of risk.
For more information see note 52.8 to our audited consolidated financial statements as of December 31, 2025 and 2024.
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For more information on risk management processes see note 52 “Capital management, Corporate Governance Transparency Policy and Risk management” to our audited consolidated financial statements as of December 31, 2025 and 2024.
Competition
We believe that we have an important advantage over our competitors in providing banking products and services to small communities in some provinces of Argentina as a result of the close community relationships and strong loyalty we have developed over time with our customers in these areas.
We consider Banco Santander Argentina S.A., Banco de Galicia y Buenos Aires S.A., Banco BBVA Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A. and Banco Patagonia S.A. to be our main competitors among private banks. We also compete with certain regional banks.
In the future, we expect competition to increase in corporate transactions products, long-term lending, mortgage lending and other secured financings, credit cards, personal loans, payroll services and investment management services.
Competitive landscape
We are the fourth-largest private bank in Argentina in terms of total loans and total deposits and rank fifth in terms of total loans and sixth in terms of total deposits in the overall ranking, as of December 31, 2025. In terms of net equity, we rank second among private banks and third in the overall ranking of banks in Argentina as of December 31, 2025.
Below are the rankings of banks across these metrics, figures were prepared based on Central Bank methodology:
Total Loans as of December 31, 2025
Note:-
Public sector banks.
Source: Central Bank. Figures were prepared based on Central Bank methodology.
Total Deposits as of December 31, 2025
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Equity as of December 31, 2025
There is a large concentration of branches in the City of Buenos Aires and in the province of Buenos Aires for the financial system as a whole, as shown by the following table. However, we have the most extensive private-sector branch network in Argentina and a leading regional presence holding 61% of our total branches in six provinces including Santa Fe, Córdoba, Misiones, Salta, Tucumán and Jujuy.
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Total
Source: Argentine Central Bank
Argentine Banking Regulation
Founded in 1935, the Central Bank is the principal monetary and financial authority in Argentina. Its mission is to promote monetary and financial stability, employment and economic development with social equity. It operates pursuant to its charter, which was amended in 2012 by Law No. 26,739 and the provisions of the Financial Institutions Law. Under the terms of its charter, the Central Bank must operate independently from the Argentine government.
Since 1977, banking activities in Argentina have been regulated primarily by the Financial Institutions Law, which empowers the Central Bank to regulate the financial sector. The Central Bank regulates and supervises the Argentine banking system through the Superintendency. The Superintendency 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.
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The powers of the Central Bank include the authority to fix the monetary base, set interest rates, establish minimum capital, liquidity and solvency requirements, regulate credit, approve bank mergers, approve certain capital increases and transfers of stock, grant and revoke banking licenses, and to authorize the establishment of branches of foreign financial institutions in Argentina and the extension of financial assistance to financial institutions in cases of temporary liquidity or solvency problems.
The Central Bank establishes certain technical ratios that must be observed by financial entities, such as ratios related to levels of solvency, liquidity, the maximum credit that may be granted per customer and foreign exchange assets and liability positions.
In addition, financial entities need the authorization from the Central Bank for certain actions, such as opening or changing branches or ATMs, acquiring share interests in other financial or non-financial corporations and establishing liens over their assets, among others.
As supervisor of the financial system, the Central Bank requires financial institutions to submit information on a daily, monthly, quarterly, semi-annual and annual basis. These reports, which include balance sheets and income statements, information related to reserve funds, use of deposits, classifications of portfolio quality (including details on principal debtors and any allowances for loan losses), compliance with capital requirements and any other relevant information, allow the Central Bank to monitor the business practices of financial entities. In order to confirm the accuracy of the information provided, the Central Bank is authorized to carry out inspections.
If the Central Bank’s rules are not complied with, various sanctions may be imposed by the Superintendency, depending on the level of infringement. These sanctions range from a notice of non-compliance to the imposition of fines or, in extreme cases, the revocation of the financial entity’s operating license. Additionally, non-compliance with certain rules may result in the compulsory filing of specific adequacy or restructuring plans with the Central Bank. These plans must be approved by the Central Bank in order to permit the financial institution to remain in business.
Banking regulation and supervision
Central Bank supervision
Liquidity and solvency requirements
Since September 1994, the Central Bank has supervised the Argentine financial entities on a consolidated basis. Such entities must file periodic consolidated financial statements that reflect the operations of their head office or controlling entities, as well as those of their branches in Argentina and abroad, and of their significant subsidiaries, whether domestic or foreign. Accordingly, requirements in relation to liquidity and solvency, minimum capital, risk concentration and loan loss provisions, among others, should be calculated on a consolidated basis.
Permitted activities and investments
The Financial Institutions Law governs all individuals and entities that perform habitual financial intermediation and, as such, are part of the financial system, including commercial banks, investment banks, mortgage banks, financial companies, savings and loan companies for residential purposes and credit unions. Except for commercial banks, which are authorized to conduct all financial activities and services that are specifically established by the law or by regulations of the Central Bank, the activities that may be carried out by Argentine financial entities are set forth in the Financial Institutions Law and related Central Bank Rules. Commercial banks are allowed to perform any and all financial activities inasmuch as such activities are not forbidden by law. Some of the activities permitted for commercial banks include the ability to (i) receive deposits from the public in both local and foreign currency; (ii) underwrite, acquire, place or negotiate debt securities, including government securities, in both exchange and over-the-counter (“OTC”) markets (subject to prior approval by the CNV, if applicable); (iii) grant and receive loans; (iv) guarantee customers’ debts; (v) conduct foreign currency exchange transactions; (vi) issue credit cards; (vii) act, subject to certain conditions, as brokers in real estate transactions; (viii) carry out commercial financing transactions; (ix) act as registrars of mortgage bonds; (x) participate in foreign exchange transactions; and (xi) act as fiduciary in financial trusts. In addition, pursuant to the Financial Institutions Law and Central Bank Communication “A” 3086, as amended, commercial banks are authorized to operate commercial, industrial, agricultural and other types of companies that do not provide supplemental services to the banking services (as defined by applicable Central Bank Rules) to the extent that the commercial bank’s interest in such companies does not exceed 12.5% of its voting stock or 12.5% of its capital stock. Nonetheless, if the aforementioned limits were to be exceeded, the bank should (i) request Central Bank’s authorization; or (ii) give notice of such situation to the Central Bank, as the case may be. However, even when commercial banks’ interests do not reach such percentages, they are not allowed to operate such companies if (i) such interest allows them to control a majority of votes at a shareholders’ or Board of Directors’ meeting, or (ii) the Central Bank does not authorize the acquisition.
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Furthermore, according to the Central Bank´s rules regarding “Complementary Services of the Financial Entities and Allowed Activities,” as amended, commercial banks are authorized to operate in local or foreign companies that have one or two of the exclusive corporate purposes listed in section 2.2 of said rules, in which the commercial bank’s interest either exceeds 12.5% of such companies’ voting stock or allows the commercial bank to control a majority of votes at a shareholders’ or Board of Directors’ meeting. The financial entities shall give notice to the Superintendency if the corporate purposes of such companies include any of the corporate purposes listed in section 2.2 of Central Bank rules regarding “Complementary Services of the Financial Entities and Allowed Activities.” Financial institutions are prohibited from conducting or facilitating transactions involving digital assets—including crypto-assets and those whose returns are determined based on their price fluctuations—unless such assets are authorized by a competent national regulatory authority or the Central Bank.
Under Central Bank Rules regarding “Minimum Capital Requirements for Financial Institutions,” (the “Minimum Capital Regulations”) the holdings of a commercial bank in the capital stock of third parties, including participations in mutual funds, shall not exceed 60% of the Computable Regulatory Equity (“RPC”¸ as per its acronym in Spanish) of such commercial bank. In addition, the total amount of a commercial bank’s holdings, considered as a whole, in (i) unlisted shares, excluding holdings in companies that provide complementary services to the financial activity and holdings in state-owned companies that provide public services, (ii) listed shares and mutual fund shares that do not trigger minimum capital requirements on a market risk bases, and (iii) publicly traded shares that do not have a “market price available to the general public,” is limited to 15% of such commercial bank’s RPC. For this purpose, a given market price of the shares is considered to be “available to the general public” when market rates that measure the daily volume of significant transactions are available, and the sale of such shares held by such bank would not materially affect the share price.
Operations and activities that banks are not permitted to perform
Section 28 of Financial Institutions Law prohibits commercial banks from: (a) creating liens on their assets without prior approval from the Central Bank, (b) accepting their own shares as security, (c) conducting transactions with their own directors or managers and with companies or persons related thereto under terms that are more favorable than those regularly offered in transactions with other clients, and (d) carrying out commercial, industrial, agricultural or other activities without prior approval of the Central Bank, except those considered financially related activities under Central Bank´s Rules (this is, Central Bank rules regarding “Complementary Services of the Financial Entities and Allowed Activities”). Notwithstanding the foregoing, banks may own shares in other financial institutions with the prior approval of the Central Bank, and may own shares or debt of public services companies, if necessary to obtain those services.
Legal reserve
Pursuant to the Financial Institutions Law, we are required to maintain a legal reserve which must be funded with no more than 20% and no less than 10% of yearly income. Yet, pursuant to Central Bank Rules, we are required to maintain a legal reserve which is funded with 20% of our yearly income determined in accordance with Central Bank Rules. This reserve can only be used during periods in which a financial institution has incurred losses and has exhausted all other reserves. If a financial institution does not comply with the required legal reserve, it is not allowed to pay dividends to its shareholders.
Non-liquid assets
Since February 2004, non-liquid assets (computed on the basis of their closing balance at the end of each month, and net of those assets that are deducted to compute the regulatory capital) plus the financings granted to a financial institution’s related parties (computed on the basis of the highest balance during each month for each customer) cannot exceed 100% of the Argentine regulatory capital of the financial institution, except for certain particular cases in which it may exceed up to 150%.
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Non-liquid assets consist of miscellaneous assets and receivables, bank property and equipment, assets securing obligations, except for swaps, futures and derivative transactions, certain intangible assets and equity investments in unlisted companies or listed shares, if the holding exceeds 2.5% of the issuing company’s equity. Non-compliance with the ratio produces an increase in the minimum capital requirements equal to 100% of the excess on the ratio.
Unless otherwise indicated, the regulations explained in this section should be applied to financial information of the banks calculated in accordance with Central Bank Rules. IFRS differs in certain aspects from Central Bank Rules.
Minimum capital requirements
Until July 31, 2026, the minimum capital requirement that financial institutions must maintain shall be equal to the greater of: (i) the basic capital requirement, and (ii) the aggregate of the capital requirements determined for credit risk, market risk — including the requirement applicable to daily positions in the relevant assets — and operational risk.
As from August 1, 2026, the minimum capital requirement that financial institutions must maintain shall be equal to the greater of: (i) the basic capital requirement, and (ii) the aggregate of the capital requirements determined for credit risk (including counterparty credit risk), market risk — including the requirement applicable to daily positions in the relevant assets — and operational risk. For these purposes, positions in financial instruments must be allocated to the banking book (subject to capital requirements for credit risk, counterparty credit risk and operational risk) or to the trading book (subject to capital requirements for counterparty credit risk, market risk and operational risk), in each case in accordance with the Minimum Capital Regulations.
The capital composition to be considered in order to determine compliance with minimum capital requirements is the financial institution’s RPC.
Basic minimum capital
As from May 23, 2024, the basic minimum capital requirement to be observed by financial institutions is as follows:
Other financial institutions
(Except Cooperative Credit Unions)
Likewise, financial entities in operation as of Junes 1, 2024, must comply with the basic capital requirement set forth in the table above as of January 1, 2025. From June 1, 2024, until December 31, 2024, such operating entities shall apply the requirements set forth in the following table:
Financial institutions in operation as of June 1, 2024, that do not meet the integration of the basic capital requirement as outlined in the previous paragraph and/or the basic capital requirement from January 1, 2025, according to the information that we are periodically required to send to Central Bank pursuant to the “Business Plan and Projections and Capital Self-Assessment Report” information regime, which includes the submission of a compliance program to Superintendency within 20 calendar days following the registration or projection of non-compliance, respectively, which must not exceed a 6-month period to meet the basic requirement.
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Delineation Between the Banking Book and the Trading Book
Effective August 1, 2026, financial institutions must apply the following framework to distinguish between the banking book and the trading book for regulatory capital purposes.
Allocation to the Trading Book
The trading book includes all positions in financial instruments that are held for trading purposes or to hedge positions held for trading. Such positions must be measured at fair value and subject to prudent valuation standards in accordance with the Minimum Capital Regulations .
Positions included in the trading book must not be subject to legal or other restrictions that would prevent their sale, transfer, or effective hedging.
A position is considered held for trading if it is entered into for short-term resale, to benefit from short-term price movements, for arbitrage, or to hedge other trading book positions.
Unless an institution can provide documented justification to the contrary, consistent with its internal policies, the following instruments are presumed to belong in the trading book:
instruments accounted for at fair value through profit or loss;
derivatives arising from market-making activities;
certain fund investments that meet applicable transparency, information, and valuation requirements;
equity instruments listed on recognized exchanges;
securitization exposures with identifiable underlying assets and a liquid secondary market;
explicit or embedded credit-linked options;
underwriting commitments for shares, bonds, or other instruments;
instruments that create net short credit risk positions in the banking book; and
repurchase or reverse repurchase transactions not included in the banking book.
Allocation to the Banking Book
Any financial instrument that does not meet the criteria for trading book treatment must be assigned to the banking book. This includes, among other items, real estate exposures.
The following positions must be included in the banking book:
equity instruments not listed on recognized exchanges;
retail and SME exposures;
exposures temporarily held pending securitization;
fund investments not allocated to the trading book;
derivatives and funds whose underlying assets consist of banking book instruments;
instruments used to hedge banking book positions; and
repurchase transactions entered into for liquidity management purposes or accounted for at amortized cost.
Supervisory Oversight
The Superintendency may require institutions to demonstrate that positions classified in the trading book are in fact held for trading purposes, or that positions classified in the banking book are not held for trading purposes.
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If the supporting evidence is deemed insufficient, the Superintendency may require the reclassification of positions to the appropriate book, subject to the exceptions set forth in the Minimum Capital Regulations.
Reclassification Between Books
Reclassification of positions between the banking book and the trading book is permitted only in exceptional circumstances and must be irrevocable. As a general rule, prior approval from senior management and the Superintendency is required.
Any reduction in capital requirements resulting from a reclassification must continue to be recognized as a capital requirement, must be disclosed in accordance with applicable regulations, and must remain in place until the position is derecognized in the institution’s financial statements.
Governance, Policies and Internal Controls
Institutions must establish and maintain policies, procedures, and controls governing the initial classification and any reclassification of positions between books. These policies must be consistent with regulatory criteria and integrated into the institution’s risk management framework.
Institutions must also implement internal control functions and conduct internal audit reviews at least annually to ensure proper application of classification standards and to assess any exceptional reclassification events.
Internal Risk Transfers
An internal risk transfer refers to the offsetting of risk between the banking book and the trading book, or between positions within the same book.
The Minimum Capital Regulations impose specific conditions on internal transfers of credit risk, interest rate risk, market risk, and counterparty credit risk. These include requirements relating to external hedging, documentation, supervisory approval, and prudential capital treatment.
All internal risk transfers must be properly documented, including identification of the source and magnitude of the risk being transferred. The resulting positions must be subject to the same prudential standards that would apply if the transaction had been executed with an external counterparty.
Regulatory capital of financial institutions: Tier 1 and Tier 2 capital regulations
Argentine financial institutions must comply with guidelines similar to those adopted by the Basel Committee on Banking Regulations and Supervisory Practices, as amended in 1995 (the “Basel Rules”). In certain respects, however, Argentine banking regulations require higher ratios than those set forth under the Basel Rules.
The RPC is determined by the following formula:
RPC = PNb + PNc
Where:
RPC: Computable equity liability (total regulatory capital).
PNb: Basic net worth (Tier 1 capital), calculated as: PNb = COn1 - CDCOn1 + CAn1 - CDCAn1
COn1: Ordinary Tier 1 capital.
CDCOn1: Deductible items from ordinary Tier 1 capital.
CAn1: Additional Tier 1 capital.
CDCAn1: Deductible items from additional Tier 1 capital.
PNc: Complementary net worth (Tier 2 capital), net of corresponding deductions (CDPNc).
The Central Bank takes into consideration a financial institution’s RPC in order to determine compliance with capital requirements.
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Tier 1 Capital
COn1 Capital – Ordinary Tier 1 capital
COn1 includes the following net worth items:
capital stock (excluding preferred stock);
non-capitalized capital contributions (excluding share premium);
adjustments to shareholders’ equity;
earnings reserves (excluding the special reserve for debt instruments);
unappropriated earnings;
other results either positive or negative, in the following terms:
100% of net earnings or losses recorded until the last quarterly financial statements with limited review report, corresponding to the last full fiscal year and in respect of which the auditor has not issued the audit report;
100% of net earnings or losses for the current year as of the date of the most recent audited quarterly financial statements;
50% of profits or 100% of losses for the most recent audited quarterly or annual financial statements; and
100% of losses not shown in the financial statements, arising from quantification of any facts and circumstances reported by the auditor;
other comprehensive income:
100% of the results recorded in the following items: revaluation of property, plant and equipment and intangibles; gains or losses on financial instruments at fair value with changes in other comprehensive income,
100% of the debit balance of each of the items recorded in other comprehensive income not mentioned in section a) above.
The recognition of these concepts, registered in accounts of other comprehensive income or other accumulated comprehensive income, as appropriate, will be made in accordance with the terms of sections 8.2.1.5. or 8.2.1.6., as the case may be, of the Minimum Capital Regulations.”
share premiums of the instruments included in COn1; and
in the case of consolidated entities, it also includes minority shareholdings (common shares issued by subsidiaries subject to consolidated supervision and belonging to third parties, if certain criteria are met).
The mentioned concepts will be reduced by applicable deductible items, as defined by the relevant regulations.
In order for the shares to fall under COn1, at the time of issuance, the financial entity must not generate any expectation that such shares will be reacquired, redeemed or amortized, and the contractual terms must not contain any clause that might generate such an expectation.
Deductible Concepts
The above-mentioned items will be considered without certain deductions pursuant to subsection 8.4.1 and 8.4.2 (as applicable) of the Minimum Capital Regulations.
Concepts deductible from COn1 include, among other things:
the positive difference resulting from comparing the amount of the regulatory provision—derived from the application of the Minimum Capital Regulations—or the accounting provision corresponding to the balance of accounts as of November 30, 2019, whichever is greater, and the accounting provision derived from the application of Section 5.5 “Impairment” of IFRS 9. Before any deduction, the amount of the provision for credit risk related to the “normal situation” portfolio, computed as supplementary net worth, must be absorbed.
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favorable balances arising from the application of the minimum presumed income tax—net of provisions—that exceed 10% of the Tier 1 capital (PNb) for the previous month, and favorable balances arising from deferred tax assets;
deposits maintained in a corresponding account with a foreign financial institutions that are not rated as “investment grade,”
debt securities not held by the relevant financial institutions, except in the case of securities registered by or in custody of the Central Bank (CRYL), Caja de Valores S.A., Clearstream, Euroclear or the Depository Trust Company,
securities issued by foreign governments whose credit rating is less than ‘investment grade’ according to Communication “A” 5671, as amended;
subordinated debt instruments issued by other financial institutions;
shareholders;
real property added to the assets of the financial entity and with respect to which the title deed is not duly recorded at the pertinent Argentine real property registry, except where such assets shall have been acquired in a court-ordered auction sale;
intangible assets, net of the respective accumulated depreciation;
items pending allocation, debtor balances and others;
certain assets or other concepts, as required by the Superintendency resulting from differences between carry amount and the fair value of assets or actions taken to distort or disguise the true nature or scope of operations;
any deficiencies due to insufficient provisions for bad debt risk resulting from the application of Section 5.5. “Impairment of Value” under IFRS 9, as determined by the Superintendency;
any deficiencies due to insufficiency in the calculation of regulatory provisions in accordance with the Minimum Capital Regulations as determined by Superintendency;
equity interests in companies that have the following activities:
financial assistance through leasing or factoring agreements,
transitory equity acquisitions in other companies in order to further their development to the extent the ultimate purpose is selling such interest after development is accomplished, and
credit, debit and similar cards emissions;
the excess to the limits set forth for secured assets on Section 3 of the rules on “Affectation of Restricted Assets;”
the highest balance of that month’s financial assistance granted during the month, where the advance payments set forth in Section 3.2.5 of the rules on “Lending to the non-financial public sector” surpass the authorized limit and/or are not settled within the terms established therein;
income from sales relating to securitization transactions, as applicable, pursuant to the provisions of Sections 3.1.4., 3.1.5.1. and 3.1.5.2. of the Minimum Capital Regulations, and from portfolio sales or assignments with recourse. This deduction can be applied as long as the credit risk still persists and to the extent in which the capital requirement for the underlying exposures or the sold or assigned portfolio with recourse is maintained;
in the case of liabilities from derivatives accounted for at fair value, unrealized gains or losses due to changes in the financial institution’s credit risk will be deductible. The deduction will be limited to the financial institution’s own credit risk adjustments only plus or minus, as the case may be); such adjustments may not be offset against adjustments for counterpart risk;
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equity interests in financial institutions subject to consolidated oversight, except where not permitted due to the existence of deductible amounts; or in the case of foreign financial institutions. In these cases, the deductions will be the net amount of the allowance for impairment and, when controlled financial institutions subject to the provisions of Section 8.2.1.6., item iii) are involved, the deductions will be 50% of the net amount of profits derived by these entities on a proportional basis to their respective interests.
CAn1 Capital
CAn1 includes certain debt instruments of financial entities not included under COn1 that meet the regulatory criteria established in section 8.3.2 of the Minimum Capital Regulations, and share premiums resulting from instruments included in CAn1. Furthermore, in the case of consolidated entities, it includes instruments issued by subsidiaries subject to consolidated supervision and belonging to third parties, pursuant to applicable regulatory requirements.
The items mentioned in the previous paragraph will be reduced, if applicable, by the deductible concepts described in the previous section (See “Item 4.B. Business Overview—Deductible Concepts”)
Moreover, instruments included under CAn1 must comply with the following requirements:
Must be totally subscribed and paid in full.
Must be subordinated to depositors, unsecured creditors and to the subordinated debt of the financial entity. The instruments must contemplate that in the case of the entity’s bankruptcy and once all debts with all the other creditors are satisfied, its creditors shall have priority in the distributions of funds only and exclusively with respect to the shareholders (irrespective of their class), with the express waiver of any general or special privilege.
Must not be insured or guaranteed by the issuer or a related entity, and with no agreement improving, either legally or economically, the payment priority in the case of the entity’s bankruptcy.
They shall not contemplate any type of capital payment, except in the case of liquidation of the financial entity. Provisions gradually increasing remuneration or other incentives for anticipated amortization are not allowed.
After five years, as from the issuance date, the financial entity can buy back the debt instruments if:
it has the prior authorization of the Superintendency;
the entity does not create any expectations regarding the exercise of the purchase option; and
the debt instrument is replaced by a RPC of equal or greater value sustained by its revenue capacity, or if it is demonstrated that once the purchase option is exercised, its RPC significantly exceeds at least by 20% of the minimum capital requirements.
Any capital repayment requires previous authorization from the Superintendency. In the case of a capital repayment, the financial entity must not create any market expectations regarding the granting of such authorization.
The financial entity can cancel dividends/interest coupons at any time and at its sole discretion, which shall not be considered the default in itself and shall not grant bondholders the right to demand the conversion of their notes into ordinary shares. Furthermore, there shall be no restrictions to the financial entity, except with respect to dividend distribution to the shareholders.
The payment of dividends/interest coupons shall be carried out through the noting of distributable entries, in the terms of the regulations on “Earnings Distributions” (See “Item 4.B. Business Overview—Economic Capital—Requirements applicable to dividend distribution”).
The included dividends/interest coupons shall not have periodic adjustments because of the financial entity’s credit risk.
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They should not have been bought by the financial entity or any other entity over which the financial entity has control or significant influence.
They should not have been bought with direct or indirect financing from the financial entity.
They shall not contain elements that make re-capitalization difficult.
Instruments considered liabilities must absorb losses once a pre-established triggering event takes place. The instruments must do so through their conversion into ordinary shares or a mechanism assigning final losses to the instrument with the following effects:
Reduction of debt represented by the instrument in the event of winding-up of the entity;
Reduction of the amount to be repaid in case a call option is exercised;
Total or partial reduction of the dividends/interest coupon payments of the instrument.
Complementary Net Worth (NWc or PNc): Tier 2
Tier 2 Capital includes:
certain debt instruments of financial entities which are not included in Tier 1 Capital and meet the regulatory criteria established in section 8.3.3 of the Minimum Capital Regulations.,
share premium from instruments included in Tier 2 Capital, and
loan loss provisions on the loan portfolio of debtors classified as being in a “normal situation” pursuant to Central Bank Rules on debtor classification and of financing with preferred security “A” not exceeding 1.25% of the assets measured for credit risk.
Additionally, in the case of consolidated entities, Tier 2 Capital includes debt instruments issued by subsidiaries subject to a consolidated supervision and belonging to third parties, if they meet the criteria in order to be included under NWc.
The concepts mentioned in the preceding points shall be deducted, if applicable, by the deductible items provided in Section 8.4.2 of the Minimum Capital Regulation.
Moreover, debt instruments included under NWc must comply with the following requirements:
Must be subordinated to depositors, unsecured creditors and the subordinated debt of the financial entity.
Must not be insured or guaranteed by the issuer or a related entity, and with no agreement improving either legally or economically the payment priority in case of the entity’s bankruptcy.
Maturity:
original maturity date within no less than five years;
clauses considering gradually increasing remuneration or other incentives for anticipated amortization are not allowed and
from the beginning of the last five years of life of the indebtedness, the computable amount will be diminished by 20% of its nominal issuance value.
After five years as from the issuance date, the financial entity can buy back the debt instruments with the previous authorization of the Superintendency, and if the entity does not create any expectations regarding the exercise of the purchase option. The debt instrument must be replaced by an RPC of equal or greater value sustained by its revenue capacity, or if it is demonstrated that once the purchase option is exercised its RPC significantly exceeds at least in a 20% of the minimum capital requirements.
The investor shall not be entitled to accelerate the repayment of future projected payments, except in the case of bankruptcy or liquidation.
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They cannot incorporate dividends/coupons with periodic adjustments linked to the financial entity’s credit risk.
Additionally, instruments included in NWc and CAn1, shall present the following conditions in order to assure their loss-absorbency capacity:
Their terms and conditions must include a provision pursuant to which the instruments must absorb losses–either through a release from debt or its conversion into ordinary capital–once a triggering event has occurred, as described hereunder.
If the holders receive compensation for the debt release performed, it should be carried out immediately and only in the form of common shares, pursuant to applicable regulations.
The financial entity must have been granted the authorization required for the immediate issuance of the corresponding common shares in the case of a triggering event, as described below.
Triggering events of regulatory provisions described above are:
when the solvency or liquidity of the financial entity is threatened, and the Central Bank rejects the amnesty plan submitted or revokes its authorization to function, or authorizes restructuring protecting depositors (whichever occurs first) or
upon the decision to capitalize the financial entity with public funds, in the context of the application of Section 35 bis of the Financial Institutions Law, due to the impact on its liquidity and solvency.
Further criteria regarding the eligibility of items included in the RPC calculation must be followed pursuant to the regulatory requirements of minority and other computable instruments issued by subsidiaries, subject to consolidated supervision by third parties. A minority shareholding may be included in COn1 of the financial entity if the original instrument complies with the requirements established for its qualification as common shares regarding the RPC.
Deductible concepts applied to the different capital levels
Investments in computable instruments under the financial entity’s RPC not subject to consolidated supervision when the entity owns up to 10% of the issuer’s ordinary capital according to the following criteria:
investments include direct, indirect or synthetic interests;
investments include the acquired net position;
the holding of securities subscribed to be sold within a five business day term may be excluded; and
the investments in capital instruments that do not satisfy the criteria to be classified as COn1 (Common Equity Tier 1), CAn1: (Additional Tier 1 capital) or NWc (Complementary Net Worth) of the financial institution shall be regarded as COn1 –common equity shares, for the purposes of this regulatory adjustment.
If the aggregate amount of these interests in the capital of financial institutions, companies providing services supplementary to the financial industry and insurance companies – which individually represent less than 10% of the COn1 of each issuer– exceeds 10% of the COn1 of the financial institution, net of applicable deductions, the amount over such 10% shall be deducted from each capital tier in accordance with the following method:
Amount to be deducted from COn1: aggregate excess amount over 10% multiplied by the proportion represented by the COn1 holdings over the aggregate equity interests;
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Amount to be deducted from CAn1: aggregate excess amount over 10% multiplied by the proportion represented by the CAn1 over the aggregate equity interests.
Amount to be deducted from NWc: aggregate excess amount over 10% multiplied by the proportion represented by the NWc holdings over the aggregate equity interest.
If the financial institution does not have enough capital to make the deduction pertaining to a particular capital tier, the remaining amount shall be deducted from the next higher level. Amounts below the threshold, which are not deducted, are weighted based upon the risk or are taken into account in the calculation of the market risk requirement, as applicable.
Investments in instruments computed as regulatory capital of financial institutions and companies rendering services supplementary to the financial industry, not subject to consolidated oversight, and insurance companies, when the institution holds more than 10% of the common equity of the issuer, or when the issuer is a subsidiary of the financial institution, shall be subject to the following criteria:
The investments include direct, indirect and synthetic interests. For these purposes, indirect interest means an investment by a financial institution in another financial institution or company not subject to consolidated oversight, which in turn has an interest in another financial institution or company not consolidated with the first one. A synthetic interest means an investment made by a financial institution in an instrument the value of which is directly related with the equity value of another financial institution or company not subject to consolidated oversight;
The net acquired position is included, i.e., the gross acquired position less the position sold in the same underlying exposure, when this has the same duration than the acquired position or its residual life is at least one year;
The holding of securities underwritten to be sold within a five business day term may be excluded;
Investments in capital instruments that do not satisfy the criteria to be classified as COn1, CAn1 or NWc of the financial institution shall be regarded as COn1, common equity shares, for the purposes of this regulatory adjustment.
The amount of these interests, taking into account the applicable type of instrument, shall be deducted from each of the applicable capital tiers of the financial institution.
If the financial institution does not have enough capital to make the deduction pertaining to a particular capital tier, the remaining amount shall be deducted from the next higher level.
Own repurchased instruments that satisfy the criteria for being included in CAn1 or NWc must be deducted from the applicable capital tier.
Limits
Section 8 of the Minimum Capital Requirements Regulations sets forth the minimum thresholds applicable to capital integration:
for COn1, the amount resulting from multiplying the capital RWA by 4.5%;
for NWb, the amount resulting from multiplying RWA by 6%; and
for the RPC, the amount resulting from multiplying RWA by 8%.
The lack of compliance with any of these limitations is considered as an infringement to minimum capital integration requirements.
Pursuant to Communication “A” 5889, as amended from time to time, RWA shall be calculated as follows:
RWA = RWAc + [(MR+OR) x 12.5]
RWA: risk weighted assets
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RWAc: credit risk weighted assets
MR: minimum capital requirement for market risk
OR: minimum capital requirement for operational risk
Economic Capital
The Central Bank’s “Guidelines for Risk Management of Financial Institutions” (the “Risk Management Guidelines”), require financial institutions to have an integrated global internal process in place to assess the adequacy of their economic capital based on their risk profile (the “Internal Capital Adequacy Assessment Process” or “ICAAP”), as well as a strategy aimed at maintaining their regulatory capital. If, as a result of this internal process, it is found that the regulatory capital is insufficient, financial institutions must increase regulatory capital based on their own estimates to meet the regulatory requirement.
The economic capital of financial institutions is the amount of capital required to pay not only unexpected losses arising from exposure to credit, operational and market risks, but also those arising from other risks to which the financial institution may be exposed.
Financial institutions must demonstrate that their internal capital targets are well-funded and adequate in terms of their general risk profile and operations. The ICAAP should take into consideration all material risks to which the institution is exposed. To this end, institutions must define an integral process for the management of credit, operational, market, interest rate, liquidity, securitization, graduation, reputational and strategic risks and use stress tests to assess potential adverse scenarios that may affect their regulatory capital.
The ICAAP must include stress tests supplementing and validating any other quantitative or qualitative approach employed by the institution in order to provide the Board of Directors and senior management with a deeper understanding of the interaction among the various types of risk under stress conditions. In addition, the ICAAP must consider the short- and long-term capital needs of the institution and ensure the prudent accumulation of excess capital during positive periods of the economic cycle.
The main elements of a strict capital evaluation include:
Policies and procedures to guarantee that the entity identifies, quantifies and informs all the important risks.
A process which relates economic capital with the current level of risk.
A process which sets forth capital sufficiency objectives related to the risk, taking a strategic approach from the entity and its business plan into consideration.
An internal process of controls, tests and audits, with the objective to guarantee that the general risk management process is exhaustive.
The required amount of capital of each institution shall be determined based on its risk profile, taking into consideration other external factors such as the effects of the economic cycle and the economic scenario.
As part of its review of compliance with Central Bank regulations, including the Minimum Capital Regulation and “Consolidated Supervision,” the Superintendency assesses the institution’s internal economic capital adequacy process. If the Superintendency determines that the results of the ICAAP conducted by the institution are unsatisfactory, or identifies non-compliance with the conditions and requirements set forth in the applicable regulations, it may consider adopting a broad range of potential measures, including requiring capital levels above the regulatory minimums or ordering or imposing additional actions, such as enhanced supervisory oversight, restrictions on dividend distributions, and the preparation and implementation of a capital restoration plan.
The Central Bank expects financial institutions to operate above the minimum capital requirements. If necessary, the Superintendency may require higher regulatory capital levels based on specific risks not fully addressed by the regulations. The Superintendency may also mandate increased capital for certain risks specific to the institution or the economy.
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Capital adequacy for interest rate risk in the investment portfolio (“IRRBB”) must be addressed in the ICAAP, aligned with the institution’s risk appetite. The capital requirement should be based on risk measurement methodologies and assumptions, ensuring sufficient capital for both current and future risks.
Financial institutions must ensure capital adequacy for IRRBB, developing their own methodologies tailored to their risk profile. The impact of IRRBB on economic value and future results must be considered, including potential effects on capital margins due to unforeseen outcomes. Capital adequacy assessments for IRRBB should consider:
the magnitude and duration of internal limits on IRRBB exposures and whether these limits are reached when calculating capital needs;
the effectiveness and cost of hedging open positions based on interest rate expectations;
the sensitivity of internal IRRBB measures to key assumptions in the models;
the impact of stress scenarios and shocks on positions related to different interest rate indices (basis risk);
the effect on economic value and net interest income from mismatches in different currencies;
the impact of implied losses (the difference between book value and economic value when resulting in a loss);
capital distribution among entities within a group, and total capital adequacy on a consolidated basis;
underlying risk factors; and
circumstances under which the risk may materialize.
The capital adequacy results for IRRBB should be included in the ICAAP and translated into capital needs for business lines.
Entities in Group “A” must use internal models to quantify economic capital needs based on their risk profile within the ICAAP framework.
Entities in Groups “B” or “C” may choose between using internal models or applying a simplified methodology for quantifying economic capital needs, with the decision made by the Board of Director. Those opting for the simplified methodology must adhere to general risk management provisions. Group B or C entities which have opted for the simplified methodology shall apply the following expression:
EC = (1.05 x MC) + max [0; U EVE – 15 % x NWb)]
EC: economic capital based on the risk profile (ICAAP).
MC: minimum capital requirements as provided in Section 1.1 of the Minimum Capital Regulations.
EVE: measure of risk calculated according to a standardized framework foreseen in section 5.4 of the Risk Management Guidelines”
NWb: basic net worth (tier 1 capital)
Group B Entities whose RPC is insufficient to cover the economic capital requirements arising in the first year of application of the simplified methodology will be granted a five-year phase-in period — counted from the year following the adoption of the simplified methodology — to cover the recorded economic capital shortfall (expressed as a percentage), at a minimum cumulative rate of 20% per year of such shortfall.
Requirements applicable to dividend distribution
The Central Bank has imposed restrictions on the payment of dividends, substantially limiting the ability of financial institutions to distribute such dividends subject to compliance with the rules set forth in the regulations on “Earnings Distributions,” by the Central Bank, under the criterion that the amount to be distributed cannot affect the institution’s liquidity and solvency. This requirement shall be deemed satisfied when it is verified that there are no shortfalls in the minimum capital position—both on an individual and consolidated basis.—at the close of the fiscal year to which the retained earnings under consideration relate, or at the last closed position, whichever presents the smaller excess over the requirement, in accordance with the applicable regulatory requirements set forth in the aforementioned regulations.
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Such regulations provide that the payment of dividends (other than dividends on common shares), the acquisition of treasury shares, the payment on other tier 1 equity instruments (as determined in accordance with the provisions set forth in the Minimum Capital Regulations) and/or the payment of financial incentives (bonuses) to personnel – in this case, subject to the public order labor regulations (legal, statutory and contractual) governing the financial institutions’ relationships with their personnel– shall be subject to the regulations on “Earnings Distributions.”
Institutions may distribute earnings up to the positive amount derived from the off-balance sheet calculation set forth herein, without exceeding the limits set forth in the regulations on “Earnings Distributions.”
To such effect, the registered balances, as of the end of the fiscal year to which they belong, in the “Unappropriated Retained Earnings” account and in the voluntary reserve for future distributions of earnings shall be computed, deducting the amounts – recorded on the same date – of the legal and statutory reserves – whose creation is mandatory – and the following concepts:
100 % of the negative balance of each of the items recorded under “Other comprehensive retained earnings.”
The result derived from the revaluation of property, plant and equipment and intangible assets and investment properties.
The net positive difference resulting from the calculation at amortized cost and the fair market value recorded by the financial institution in connection with sovereign bonds and/or currency regulation instruments issued by the Central Bank for such instruments valued at amortized cost.
The asset valuation adjustments notified by the Superintendency – whether accepted or not by the institution –, that are pending registration and/or those indicated by the external audit that have not been accounted.
The individual deductibles – regarding asset valuation – established by the Superintendency, including the adjustments derived from the failure to consider agreed adjustment plans.
The lower level of provisions and the higher RPC resulting from the treatment set forth in section 2 of Central Bank Communication “A” 6946 (as amended), in connection with financing granted to MSMEs for the payment of salaries.
In addition, financial institutions shall not distribute earnings out of the income derived from the first application of IFRS and are obliged to create a special reserve which shall only be reversed for capitalization purposes or to absorb possible negative balances in the item “Unappropriated Retained Earnings.”
The amount to be distributed, which shall not exceed the limits set forth by the Central Bank, shall not compromise the liquidity and solvency of the institution. This requirement shall be considered satisfied once it has been verified that there are no integration defects in the minimum capital position – whether individual and consolidated – as of the end of the fiscal year to which the unappropriated retained earnings pertain or in the last closed position, whichever has the lesser integration excess, recalculating them together (for such purpose only) with the following effects based on the data relevant as of each such date:
Those arising after deducting the concepts set forth above in items 1 to 5 above, if applicable, from the assets.
The failure to consider the deductibles established by the Superintendency affecting the requirements, integrations and minimum capital position.
The deduction of the amounts relating to the following concepts from the unappropriated retained earnings:
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the amount to be distributed and, if applicable, the amount allocated to the creation of the reserve to repay debt instruments, capable of integrating the regulatory capital;
positive balances due to the application of the minimum presumed income tax – net of allowances for impairment – that have not been deducted from the basic shareholders’ equity, in accordance with the provisions set forth in the Minimum Capital Regulations; and
adjustments made in accordance with items 1 to 5 above.
The failure to consider the limit set forth in Section 7.2. of the Minimum Capital Regulations.
The distribution of earnings shall only be admitted if none of the following events occurs:
institution is subject to the provisions of Section 34 “Regularization and Recovery” and Section 35 bis “Institution’s restructuring for the purpose of safeguarding loans and deposits” of the Financial Institutions Law;
the institution has received financial assistance from the Central Bank under Section 17 of its Charter, due to illiquidity;
the institution is delayed or in breach of the reporting regime set forth by the Central Bank;
the institution records minimum capital integration deficits – whether individually or consolidated – (without computing the effects of the individual deductibles established by the Superintendency);
the integration of the average minimum cash – in Pesos, in foreign currency or in sovereign securities – is smaller than the requirement applicable to the last closed position or the projected position, taking into account the effect of the earnings distribution;
the institution has failed to comply with the additional capital margins applicable in accordance with Section 4. Financial institutions shall have prior authorization of the Central Bank for the distribution of their results.
Financial entities must obtain prior authorization from the Central Bank for the distribution of their results. In this authorization process, the Superintendency will consider, among other factors, the potential effects of the application of international accounting standards according to Communication “A” 6430 (Section 5.5 of IFRS 9 - Impairment of financial assets) and the re-expression of financial statements.
For the determination of distributable results, the increase in computable equity (RPC) resulting from the application of Section 11.4 of the Minimum Capital Regulations must be deducted from the calculations outlined above. Additionally, deductions must be made for lower provisions and higher RPC resulting from treatments established in point 2 of Communication “A” 6946 (and amendments) – for financing to SMEs intended for salary payments – in point 2 of Communication “A” 7427, in point 3 of Communication “A” 7659, and in Communication “A” 7928 – which postponed until January 1, 2025, on an optional and irrevocable basis for Group B and Group C financial institutions (as classified at the relevant time), that are not branches or subsidiaries of foreign banks designated as globally systemically important banks (“G-SIB”), the application of Section 5.5 of IFRS 9.
Pursuant to Communication “A” 8410, dated March 19, 2026, until December 31, 2026, financial entities holding prior authorization from the Central Bank may distribute results in three equal, non-cumulative monthly installments, beginning on the third business day of May and of each month in which a payment is made. The total distributable amount may not exceed 60% of the net income for fiscal year 2025, after deducting the amounts corresponding to the legal and statutory reserves —recorded as of the same date— whose constitution is required. Such distribution of results must be consistent with the information reported under the Reporting Regime for the “Business Plan and Projections and Capital Self-Assessment Report”.
The calculation of distributable income, along with the verification of liquidity and solvency, and the determination of additional capital margins, must all be conducted in the constant currency as of the date of the meeting at which the dividend distribution was decided. Furthermore, the amounts of the installments, where applicable, should be calculated using the same currency value.
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Unless otherwise indicated, the regulations explained in this section should be applied to financial information of the banks calculated in accordance with Central Bank Rules. IFRS differs in certain respects from Central Bank Rules.
Moreover, in accordance with the Foreign Exchange Regulations (as defined below), the access to the Foreign Exchange Market to pay dividends to non-resident shareholders is subject to certain requirements. For more information, see “Item 10.D. Exchange Controls.”
Capital Conservation Buffer
Central Bank regulations on “Earnings Distributions” state that financial entities shall maintain a capital conservation buffer in addition to the minimum capital requirements in order to ensure the accrual of owned resources to cope with eventual losses, reducing the non-compliance risk.
Financial entities considered as domestic systemically important banks (“D-SIBs”) or G-SIBs must have a capital level that permits a greater capacity for loss absorption. This requirement is based on the negative externalities that could arise from the contagion of an insolvency event involving such institutions or their foreign parent entities. Such events would not only impact the financial system but could also have significant repercussions on the broader real economy.
The conservation capital buffer shall be 2.5% of the amount of RWA. In cases of entities considered systemically important, the margin will be increased to 3.5% of the amount of capital risk weighted assets.
These margins can be increased once again, by the counter-cycle buffer. The objective of the countercyclical capital buffer is to ensure that the capital level of financial institutions corresponds to the accumulation of systemic risk associated with excessive credit expansion and the broader macro-financial environment. When, in the Central Bank’s judgment, credit growth is deemed excessive, leading to an increase in systemic risk, the Central Bank may require the establishment of the countercyclical capital buffer within a range of 0% to 2.5% of risk-weighted assets, but since April 1, 2016, through Central Bank Communication “A” 5938, the countercyclical buffer was established at 0%. Additionally, the Central Bank may modify the margin when it determines that the systemic risk has materialized or decreased. The requirement for the countercyclical capital margin will be satisfied by an increase in the capital conservation margin.
Financial entities with international activity shall consider the geographic location of their credit exposure with local and foreign residents of the private sector and calculate the counter-cycle margin as the weighted average of the capital margin requirements in the jurisdictions where they hold exposures. or the purpose of the weighting, credit exposures include those to the private sector subject to capital requirements for credit risk, including those recorded in the trading book. To determine the applicable jurisdiction for each exposure, financial institutions must, when possible, apply the “ultimate risk” principle, identifying the jurisdiction of the risk guarantor rather than the jurisdiction where the obligation has been booked.
The capital conservation margin and the countercyclical capital margin must be fully comprised of common equity tier 1 capital (COn1), net of deductions (CDCOn1).
When such margin is used, financial institutions are required to restore it through additional capital contributions and/or by reducing the distribution of profits. This can be achieved by limiting dividend distributions, repurchasing shares, reducing payments on other Tier 1 capital instruments, and/or adjusting economic incentives (such as bonuses) to personnel.
The dividend distribution shall be limited whenever the level and composition of the RPC, even when it complies with the minimum capital requirements, is within the range of the capital conservation buffer. This limitation applies solely the dividend distribution, but not the operation of the entity. Entities shall be able to operate normally when levels of COn1 are within the range of conservation buffer, as this does not constitute a breach of the minimum capital requirement. When the COn1 ratio, expressed as a percentage of RWA, falls within the capital conservation buffer range, extended for entities classified as systemically important—the restriction to the results distribution shall be increased whenever the coefficient of COn1 comes close to the minimum required in Section 8.5.1 of the Minimum Capital Regulations.
The concepts subject to profit distribution restrictions include dividends, repurchases of own shares, payments on other Tier 1 capital instruments, and/or economic incentives (bonuses) paid to staff.
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The table below indicates the minimum capital conservation ratios applicable for different COn1 levels, including the amounts used to meet the minimum COn1 requirement of 4.5% of RWA and the impact on COn1 of the amounts to be distributed:
COn1 ratio, net of deductions (CDCOn1)
– as a percentage of RWA -
Minimum capital conservation ratio
- as a percentage of distributableprofits -
Financial Entities that are notcategorized as D-SIBs or G-SIBs
D-SIBs and G-SIBs FinancialEntities
As described above, the minimum limits required by the regulations are:
COn1 must be used in the first place to satisfy the minimum capital requirement of 4.5% of RWA. Subsequently, and in the event the total does not have enough Additional Equity Tier 1 (CAn1) or Tier 2 Capital (NWc), the COn1 shall also be applied to meet requirements of 6% and 8% of Tier 1 Capital and total capital. Only the remaining COn1, if any, can be computed to satisfy the applicable conservation buffer, increased in function of the counter-cycle buffer, if applicable.
Any entity that desires to exceed the dividend distribution limits shall finance this distribution by new contributions of COn1 in the excess amount.
For more information, see Item 8.A “Consolidated Statements and Other Financial Information—Amounts available for distribution and distribution approval process.”
Credit Risk
For the purposes of applying the provisions of this section, financial institutions will be classified into:
Group 1: Entities designated by the Central as D-SIBs and branches or subsidiaries of foreign banks classified as G-SIBs.
Group 2: Financial institutions not included in item i).
In cases where specific provisions are not established for each of these groups, the same treatment shall be applied to both grouPs. Financial institutions that undergo a change in their classification, as outlined above, will have a period of 6 months to apply the specific provisions corresponding to their new group.
The minimum capital requirement for credit risk must be calculated applying the following equation:
CRC = (k * 0.08* RWAc) + INC
CRC: Capital requirement for credit risk.
k: Factor linked to the credit rating assigned to the entity based on the evaluation performed by Superintendency in accordance with the following scale:
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1.00
1.03
1.08
1.13
1.19
For the purposes of the calculation of the capital requirement, the rating will be that of the third month after the month of the most recent rating informed to the entity. For so long as no notice is given, the “k” factor will be equal to 1.03.
“RWAc” stands for capital risk weighted assets calculated by adding the value obtained from applying the following formula:
A * p + PFB * CCF * p + non-DvP + (DVP + RCD + INC (significant investments in companies))* 12.50
“A” refers to eligible assets/exposures;
“PFB”: off-balance sheet items (computable concepts not recorded in the balance sheet).;
“CCF” the credit conversion factor;
“p” refers to the risk weighting factor, expressed on a per unit basis.
“DvP” refers to failed delivery against payment transactions (for purposes of these rules, failed payment against payment (PvP) transactions are also included). The amount is determined by the addition of the amounts arrived at by multiplying the current positive exposure by the applicable capital requirement.
In addition, “no DvP” refers to transactions that do not involve delivery against payment. The amount is determined by the addition of the amounts arrived at by applying the weighting factor (p) on the relevant transactions.
“RCD” refers counterparty credit risk for over-the-counter (OTC) derivatives transaction.
“INC (significant investments in companies)” means the incremental minimum capital requirements based on any excess over the following limits:
equity interest held in companies: 15%
total equity interests held in companies: 60%
The established maximum limits will be applied on the financial entity’s RPC for the last day before the relevant date, as prescribed in the Central Bank regulations on “Credit Risk Fractioning.”
INC: Increment for the following excesses:
In the ratio of fixed assets and other concepts (Section 4 of the respective Central Bank regulations), excluding those computed for the determination of INC (significant investments in companies);
In the limits established in the regulations on “Financing to the Non-Financial Public Sector,” excluding those computed for the determination of INC (significant investments in companies);
In the limits established in the regulations of “Large Exposures to Credit Risk” – as outlined in the regulations on “Minimum Capital Defaults and Technical Relationships. Applicable Criteria,” excluding those computed for the determination of INC (significant investments in companies);
In the limits for credit grading (Section of the respective Central Bank regulations);
In the limit for derivatives on commodities or raw materials, as outlined in Section 1.2 of the regulations on “Spot and Forward Transactions, Repurchase Agreements, Collateral, Other Derivatives, and Investment Funds.”
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Excluded items are:
securities granted for the benefit of the Central Bank for direct obligations;
deductible assets pursuant to RPC regulations; and
financings and securities granted by branches or local subsidiaries of foreign financial entities by order and on account of their headquarters of foreign branches or the foreign controlling entity, to the extent:
the rules of the country where the parent company or controlling entity is located, the latter defined according to the provisions in force in that jurisdiction, must cover the supervision on a consolidated basis of the local branches or subsidiaries,
the entity must comply with the provisions of Section 3.1. of the rules on “Credit Evaluations,” requiring for such purpose an international risk rating within the “investment grade” category;
in case of financings, such financing must be provided by the local branches or subsidiaries only with funds from lines of credit assigned to them by the aforementioned foreign intermediaries (if the assistance is granted in a currency other than that of the foreign resources, the local entity may not assume the exchange risk); and
in case of locally granted guarantees, counter-guarantees must exist, extended by the parent company or its branches in other countries, or by the foreign controlling entity. These counter-guarantees must be enforceable unconditionally upon simple request from the local branch or subsidiary and immediately effective upon potential execution by the beneficiary.
Computation of Included Concepts
Monthly Individual and Consolidated Base. The included concepts shall be calculated based on the balances as of the last day of each month (principal, interest, premiums, updates—by the CER—and exchange rate differences, as applicable), net of provisions for credit risk (including, where applicable, provisions recorded in liabilities) and devaluation, as well as accumulated depreciation and amortization attributed to them and other reconciling accounts. 100% of the provision for credit risk corresponding to the portfolio of debtors classified as “in normal situation” (sections 6.5.1 and 7.2.1 of the regulations on “Debtors Classification”) and to financings covered by preferred guarantees “A” shall not be deducted.
Quarterly Consolidated Base. The balances as of the end of the quarter will be considered, applying the corresponding provisions set forth in other aspects.
Due Diligence
Financial institutions in Group 1 must conduct due diligence at the time of credit issuance and at least annually thereafter to ensure they have a proper understanding of the risk profile and characteristics of their counterparties. The level of sophistication in the due diligence assessments must be proportional to the size and economic importance of the financial institutions, as well as the nature and complexity of their operations. Based on these evaluations, financial institutions must demonstrate to the Superintendency that the assigned risk weightings are appropriate for the risk profiles of their counterparties.
To this end, Group 1 financial institutions must:
Implement appropriate measures to assess the financial and operational performance of each counterparty through credit analysis;
Have regular access to information on their counterparties to complete their analysis;
Conduct exposure analysis for counterparties within consolidated groups—individually where possible. When evaluating the repayment capacity of a counterparty, institutions should consider the support of the economic group and the potential negative impact on the counterparty from issues within the group;
Maintain effective policies, processes, systems, and internal controls; and
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Be able to demonstrate to Superintendency that their due diligence analyses are consistent with other required evaluations, such as credit risk provisioning processes and economic capital assessments, and comply with the criteria set forth in supplementary regulations.
This requirement does not apply to exposures to governments and central banks.
Criteria for Determining Risk-Weighted Assets
Risk weighting from the table below apply based on the institution’s group. If due diligence results in higher risk weighting, Group 1 financial institutions must apply the higher weighting.
Risk weighting apply per transaction, with the highest applicable weighting being used if multiple weighting apply.
Exposures in foreign currency or without credit risk coverage (such as retail exposures and residential mortgages) will have a risk weight of 150%, or 1.5 times the applicable risk weighting, whichever is higher.
“Exposure” includes loans, securities, guarantees, and contingent obligations. Specific provisions apply to exposures to financial institutions, companies, retail exposures.
Exposures to non-financial public sector entities are treated as private sector exposures when applicable.
If any exposure is in default, the entire exposure is subject to default treatment.
Foreign currency exposures settled in Pesos (U.S. dollar-linked) are treated as Peso-denominated exposures.
Central Counterparty (CCP) exposures and credit risk coverage follow special provisions.
Portfolio purchases are treated like credits originated by the institution, subject to conditions.
Each type of asset is weighted according to the level of risk assumed to be associated with it. In broad terms, the weights assigned to the different types of assets are:
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AAA to AA-
A+ to A-
BBB+ to BBB-
BB+ to B-
Below B-
Unrated
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•
General risk weight
Short-term exposures
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With specific provisions lower than 20% of the outstanding balance.
With specific provisions equal to or greater than 20% but lower than 50% of the outstanding balance.
With specific provisions equal to or greater than 50% of the outstanding balance.
The risk weighting for exposures to financial institutions cannot be lower than the risk weighting applicable to the jurisdiction where the counterparty is established in the following cases:
When the exposure is not denominated in the local currency of the counterparty’s jurisdiction; or
When the debt is incurred by a branch or subsidiary of the counterparty abroad, and is not denominated in the local currency of the jurisdiction where it operates.
However, the treatment outlined in items i) and ii) does not apply to self-liquidating contingent lines for financing foreign trade with an original contractual maturity of up to one year.
The “Counterparty Risk Weighting” shall be the same as that assigned to an exposure without mortgage collateral. Accordingly, a risk weighting of 75% shall apply to exposures to natural persons, 85% to exposures to micro, small, and medium-sized enterprises (“SMEs”), and the risk weighting set forth in the table above shall apply to all other exposures.
Based on ratings from an approved External Credit Assessment Institution (ECAI), such as Standard & Poor’s.
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A portion of the exposures that benefit from credit risk mitigation shall be subject to the provisions set forth in Section 5 of the Minimum Capital Regulations.
Off-balance sheet items, including commitments for financing and correspondent lines to foreign entities, guarantees provided, sureties on deferred payment checks, documentary credits and acceptances, rediscounted documents with other financial institutions, and other credit agreements, will be converted into credit equivalents using the applicable credit conversion factors (CCF). Subsequently, the risk weighting outlined in the table above will be applied, along with any other relevant provisions.
Credit Risk Regulation – Large Exposures
General Overview
Central Bank Communication “A” 6599, as amended and restated by Communication “A” 6620, and its consequent modifications (“Communication “A” 6620”), effective as of January 1, 2019, abrogated credit risk fractioning regulations (except for the provisions related to the non-financial public sector) and replaced the former regime by regulating “large exposures to credit risk.” The system seeks to limit the maximum loss that a financial entity may suffer upon the occurrence of an unexpected default of a counterparty or group of connected counterparties who do not belong to the non-financial public sector, therefore affecting its solvency. The regulations regarding the exposures to credit risk must be applied at all times with every counterparty of the entity.
In this regard, the regulations have established the concept of “group of connected counterparties,” which applies to all cases in which one of the counterparties of a financial entity have direct or indirect control over the rest or in those cases in which financial difficulties experimented by one of the counterparties causes a strong likelihood that its subsidiaries may struggle financially as well. According to the regulation, upon the detection of the existence of a group of connected counterparties by the financial entity, such group shall be considered as a single counterparty and the sum of the exposures to credit risk that a financial entity possesses with all the individual counterparties comprehended that group shall be subject to the information and disclosure requirements provided in section 2.
One of the main aspects of Communication “A” 6620 is the introduction of the concept of “large exposure to credit risk” in Argentine banking regulations, which is defined as the sum of all values of exposure of a financial entity with a counterparty or group of connected counterparties when it is equal or above 10% of the Tier 1 Capital registered by the financial entity the immediately preceding month of its calculation.
However, the determination of the values of exposure to risk recognize the following exceptions:
intraday interbank exposures;
exposures of financial entities with qualifying central counterparties, as defined by the Minimum Capital Regulations;
exposures with the Central Bank; and
exposures with the Argentine non-financial public sector.
The balances held by financial entities in sight accounts at foreign banks, which temporarily and incidentally arise exclusively from client foreign exchange transactions, shall not be subject to the limits outlined in the “Large Credit Risk Exposures” regulations (the “Large Credit Exposures Regulations”) provided the following conditions are met:
The foreign exchange transactions arise from the settlement of foreign currency inflows to the country as ordered by third parties through the respective financial entity; and
The balances result from settlement mismatches due to time zone differences between the international markets where the transactions originate and the local market.
Notwithstanding the above, such balances must be reported to the Superintendency Entities under the applicable reporting regime.
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Regarding the information regime, the Central Bank has established that the financial entities shall inform the Superintendency of all the values of exposure to credit risk before and after the application of mitigation techniques, detailing:
large credit risk exposures, as defined above;
every other exposure to risk which value is equal or above 10% of the Tier 1 Capital of the financial entity, without applying credit risk mitigation techniques;
excluded exposures to risk which values are equal or above 10% of the financial entity’s Tier 1 Capital; and
the financial entity’s 20 largest applicable exposures to risk, regardless of its value in relation with the financial entity’s Tier 1 Capital.
On one side, Communication “A” 6620 sets at 15% the limit of exposure with a counterpart of the non-financial private sector. Nevertheless, the limit will be increased by 10 percentage points for the part of the exposures that are covered by preferred collaterals.
Specific criteria for exposures to and/or guaranteed by reciprocal guarantee companies (“SGRs”), public guarantee funds (“FGPs”), and financial entities are as follows: The exposure limit is set at 25%, even when the SGR is linked to the financial entity. This limit is increased by 25 percentage points if the lending financial entity belongs to Group B, provided that the exposures to the SGR (even if linked) or to the FGP do not exceed the basic margin set forth in Section 3.1.1 of the “Credit Rating” regulations.
Additionally, it sets special limits for operating with financial institutions in the country and abroad (the general rule sets it at 25%). This limit will be increased by 75 percentage points when the lending financial entity is a second-tier commercial bank and belongs to Group B. The aforementioned limits will not apply when any of the conditions set out in the following paragraph are met.
When both the lending and borrowing financial entities are rated 4 or 5 by Superintendency, the limit will be 0%. In cases where the borrower is a foreign bank, the limit is 5% if the foreign bank does not hold an international credit rating in the “investment grade” category or fails to meet the other requirements stipulated in Section 3.1 of the “Credit Ratings” regulations.
Linked counterparties to the financial institution through control or personal relationships: The limits set forth in the regulations will apply solely on an individual basis. In cases where the linked counterparty is not subject to consolidation with the lending financial institution, these limits must also be observed in relation to the consolidated Tier 1 capital.
The global exposure limits outlined in the regulations are as follows:
For linked counterparties, the total value of risk exposure concerning the entire set of linked counterparties, excluding those subject to individual limits exceeding 10%, must not exceed 20%.
Regarding equities and other receivables, the total value of risk exposure in relation to equities not allocated to the trading portfolio, as specified in Section 6.1.2.1 of the Minimum Capital Regulations, must not exceed 15%. Exposures to equity holdings in public utility companies, where holding such shares is necessary to receive services, as well as in companies providing complementary financial services, are excluded from this limit.
The total exposure limit, including equities in both investment and trading portfolios, as well as credit exposures from term operations (whether related to repos or not) carried out in authorized domestic markets and institutionalized foreign markets—along with any settlement mismatches where there is no central counterparty and the counterparty cannot be identified—must not exceed 50%.
Concentration risk limits specify that exposures to linked or non-linked counterparties that represent 10% or more of the entity’s Tier 1 capital will be considered computable exposures. The sum of these computable exposures must not exceed three times the entity’s Tier 1 capital, excluding exposures to local financial institutions. For the total of all exposures, this sum must not exceed five times the entity’s Tier 1 capital, with the preceding limit still applicable. However, for second-tier commercial banks that are lenders, this limit is increased to ten times the Tier 1 capital.
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Financial entities are prohibited from directly or indirectly extending new financial assistance to linked counterparties in the following cases:
If the counterparties have at least one classification other than “in normal situation,” according to the most recent information available from the “Central de Deudores del Sistema Financiero.”
If the entity has outstanding debt arising from financial assistance provided by the Central Bank.
Non-compliance with the limits should be exceptional, must be immediately reported to the Superintendency, and must be rectified promptly. In a stress scenario, the Superintendency may waive non-compliance with the interbank limit, once they have occurred, to help ensure the stability of the financial system.
Minimum controls to exposures of affiliates
The regulations set forth three stages for the control of the financial entity’s affiliates exposure:
Reports for the entity’s management:
Report by the CEO;
Report by the supervisory committee; and
Acknowledgment of the reports by the entity’s management.
Evidence of the affiliation to the financial entity: the personnel responsible for the analysis and resolution of the credit operations shall expressly register whether or not the client is affiliated with the financial entity.
Affidavit evidencing affiliation: affiliated clients shall file an affidavit stating if they belong to the lending entity or if its relationship with such entity implies the existence of a controlling influence. The submission of sworn declarations by clients regarding their linked status does not relieve the institution from its responsibility to determine this status based on its own analysis.
Until January 1, 2013, financial entities had to comply with minimum capital requirements regarding interest rate risk. These requirements were intended to capture the sensitivity of assets and liabilities to changes in the interest rates. Communication “A” 5369 removed all rules and regulations regarding minimum capital requirements for interest rate risk. Notwithstanding this change, financial entities must continue to calculate the interest rate risk and remain subject to the Superintendence’s supervision. By virtue of Communication “A” 6534, dated July 3, 2018, the Investment Portfolio Interest Rate (RTCI) risk shall be calculated.
Market risk is defined as the possibility of incurring losses in on-and off-balance sheet recorded positions as a result of adverse changes in market prices.
Regime in Effect Until July 31, 2026
Until July 31, 2026, the capital requirement for market risk shall be the arithmetic sum of the minimum capital requirement for interest rate (trading portfolio), stock (trading portfolio), exchange rate, commodities and options risks (trading portfolio). To meet this capital requirement, entities must apply a “Standard Measurement Method” based on an aggregate of components that separately capture the specific and general market risks for securities positions.
Minimum capital requirements for market risk must be complied with on a daily basis. The information corresponding to the last day of each month must be submitted to the BCRA on a monthly basis.
The risks subject to this capital requirement include risks arising from positions in financial instruments—securities and derivatives—assigned to the trading book, as well as risks arising from positions in foreign currencies and commodities, regardless of the book to which they are assigned.
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The capital requirement for foreign exchange and commodity risk shall apply to the total position in each foreign currency and each commodity. The capital requirement for securities shall be calculated with respect to instruments assigned to the trading book, which must be prudently valued at market prices (marked to market) or using model-based valuations (marked to model). Instruments whose yield is determined by reference to the Coeficiente de Estabilización de Referencia (“CER”) shall be treated as fixed-rate instruments.
Items that must be deducted for purposes of calculating RPC, regardless of the book in which they are recorded, shall be excluded from the computation of the market risk capital requirement.
For these purposes, the trading book comprises positions in financial instruments held with trading intent or to hedge other elements of the trading book, provided that trading is unrestricted or that the instrument can be fully hedged. The trading book must be actively managed and subject to daily valuation with adequate precision.
In addition, institutions must separately calculate and hold capital for counterparty credit risk arising from derivatives and securities financing transactions recorded in the trading book, applying the methods and risk weights applicable to exposures recorded in the banking book, and must maintain clearly defined policies and procedures for assigning exposures to the trading book.
Regime in Effect as of August 1, 2026
As of August 1, 2026, the capital requirement for market risk shall be equal to the arithmetic sum of the capital charges for interest rate risk, equity risk, foreign exchange risk, and commodity risk, each multiplied by the applicable fixed scalar.
For its determination, institutions must apply the standardized approach established by the BCRA for each type of risk. Options positions shall be incorporated according to their underlying instrument and added to the relevant capital charge prior to the application of the applicable scalars.
The risks subject to this requirement include positions in financial instruments—securities and derivatives—assigned to the trading book, as well as positions in foreign currencies and commodities, regardless of the book to which they are assigned. Positions must be prudently valued at market prices or using models, as applicable, and instruments indexed to the CER shall be treated as fixed-rate instruments.
The market risk capital requirement must be calculated on a daily basis and satisfied at the close of each business day in accordance with the Minimum Capital Regulations.
Minimum capital requirement for Interest Rate Risk. Until July 31, 2026, the capital requirement for interest rate risk must be calculated in respect of any debt securities and other instruments accounted for as part of the trading portfolio, including any non-convertible preferred shares. As of August 1, 2026, the capital requirement for interest rate risk must be calculated with respect to all instruments assigned to the trading book whose value is sensitive to changes in market interest rates. This includes all fixed- and floating-rate debt instruments and instruments that behave as such, including non-convertible preferred shares, as well as derivatives. In addition, a capital charge for options on debt instruments must be included, calculated in accordance with the specific treatment provided in the Minimum Capital Regulations. This capital requirement is calculated by adding two separately calculated requirements: first, the specific risk involved in each instrument, either a short or a long position, and second, the general market risk related to the effect of interest rate changes on the portfolio. A set off of the long and short positions held in different instruments will be allowed.
Minimum capital requirement for positions in stock. Until July 31, 2026, the capital requirement for the risk of holding equity positions in the trading portfolio applies to both long and short positions in ordinary shares, convertible debt securities that function like shares and any call or put options for shares, as well as any other instrument with a market behavior similar to that of shares, excluding non-convertible preferred shares, which are subject to the minimum capital requirement for interest rate described in the preceding paragraph. Long and short positions in the same security may be computed on a net basis. As of August 1, 2026, the capital requirement applies to long and short positions in common shares, convertible debt instruments that behave like equities, commitments to purchase or sell shares, and any other instrument with equity-like behavior (such as equity or equity index futures, forwards and swaps), excluding non-convertible preferred shares, which remain subject to the interest rate risk capital charge, as well as options on equities and equity indexes.
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Minimum capital requirement for exchange rate risk: The capital requirement for exchange rate risk establishes the minimum capital required to hedge the risk involved in maintaining positions in foreign currency, including gold. To calculate the capital requirement for exchange rate risk, entities must first quantify its exposure in each currency, and then estimate the risks inherent in the combination of long and short positions in different currencies.
Minimum capital requirement for commodities risk: The capital requirement for commodities risk establishes the minimum capital required to hedge the risk involved in maintaining positions in commodities (precious metals, except for gold). For the purposes of these regulations, a commodity is defined as any physical product that is traded or negotiable on a secondary market. To calculate the capital requirements, each position in a commodity (spot and forward) must be expressed in terms of the corresponding standard unit of measurement (barrels, kilograms, grams, etc.), and following the rules set forth in the regulations on “Large Exposure to Credit Risk.”
Minimum capital requirement for positions in options: Entities that only purchase options — provided that the market value of the total options in the portfolio does not exceed 5% of their previous month’s RPC — or whose positions in sold options are fully covered by positions in purchased options with exactly the same contractual terms, may use the simplified method outlined in the regulations on “Large Exposure to Credit Risk.” In all other cases, they must use the delta-plus method, provided for in said regulation.
Consequences of a Failure to Meet Minimum Capital Requirements
In the event of non-compliance with capital requirements by an existing financial institution, Central Bank Communication “A” 6091, as amended, provides the following:
Non-compliance reported by the institution: the entity must comply with the requirements no later than the second month following the month in which the non-compliance is recorded, or submit a remediation and regularization plan within 30 calendar days following the last day of the month in which the non-compliance occurred. In addition, non-compliance with minimum capital requirements will entail a number of consequences for the financial institution, including:
The Superintendency may appoint an observer with powers established under the Financial Institutions Law.
The Superintendency impose restrictions on: (i) transformation of financial entities; (ii) establishment of branches abroad; (iii) establishment of representative offices abroad, unless this is in replacement of a previously operational branch that is being closed contemporaneously in the same country; and (iv) participation in foreign financial entities.
The distribution of cash dividends, as well as the payment of fees, shares, or bonuses arising from the distribution of the entity’s results, will be prohibited. This limitation will remain in effect until the remediation and regularization plans are either submitted or, if submitted, have been observed or found non-compliant by Superintendency.
Non-compliance detected by the Superintendency: the institution may challenge the non-compliance determination within 30 calendar days after being served notice by the Superintendency. If no challenge is made, or if the defense is dismissed, the non-compliance determination will be deemed to be final and the procedure described in item 1.3.1 of Communication “A” 6091 will apply.
Furthermore, pursuant to the Minimum Capital Regulations, in the event of a daily capital deficiency with respect to market risk capital requirements, excluding the last day of the month, arising from the calculation of requirements for interest rate, exchange rate, or equity risks, the financial institution must restore the capital and/or reduce its financial asset positions until compliance with the required standard is achieved. The institution will have a period of ten business days, starting from the first deficiency, to rectify the situation.
If the deficiency persists for more than ten business days, the entity must submit a regularization and remediation plan within the next five business days, subject to the consequences described below. In cases where deficiencies are determined by Superintendency and persist according to the most recent available information, the entity will have five business days to present an explanation, and Superintendency will respond within ten business days. For the regularization of the non-compliance as described in the previous paragraph, the institution must adhere to the ten-day deadline, starting from the date the deficiency is finalized. If the deficiency is not rectified within this period, the entity must submit a regularization and remediation plan within the next five business days, subject to the consequences described below.
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The regulation on operational risk (“OR”) recognizes the management of OR as a comprehensive practice separated from that of other risks, given its importance. OR is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The definition includes legal risk but excludes strategic and reputational risk.
Financial institutions must establish a system for the management of OR that includes policies, processes, procedures and the structure for their adequate management. This framework must also allow the financial entity to evaluate capital sufficiency.
Seven OR event types are defined, according to internationally accepted criteria:
internal fraud;
external fraud;
employment practices and workplace safety;
clients, products and business practices;
damage to physical assets;
business disruption and system failures; and
execution, delivery and process management.
Financial institutions generally rely on three lines of defense, the degree of implementation of which must be commensurate with the nature, size, and complexity of the institution’s operations, and aligned with its risk profile.
The first line of defense lies within the business units, which are responsible for identifying and assessing operational risks.
The second line of defense consists of the independent operational risk management function, which provides an objective perspective on the material operational risks identified by the business units, evaluates the design and effectiveness of key controls, and assesses risk tolerance.
The third line of defense—typically carried out by internal or external audit—ensures that the operational risk management framework is appropriate. It is tasked with reviewing the design and implementation of the operational risk management systems and associated governance processes in both the first and second lines of defense, as well as the validation processes in place to guarantee their independence and consistent application in accordance with the institution’s policies.
Where both first and second line functions coexist within a business unit, institutions must clearly document and delineate the responsibilities of each function, emphasizing the independence of the second line.
Financial entities are charged with implementing an efficient OR management system following the Risk Management Guidelines. A solid system for risk management must have a clear assignment of responsibilities within the organization of financial entities. Thus, the regulation describes the roles prepared by each level of the organization in managing of OR (such as the roles of the Board of Directors, senior management and the business units of the financial institution).
A financial institution’s size and sophistication, and the nature and complexity of its products and processes, and the extent of the transaction determines the type of “OR unit” required. For small institutions, this unit may even consist of a single person. This unit may functionally respond to the senior management (or similar) or a functional level with risk management decision capacity that reports to that senior management.
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An effective risk management will contribute to prevent future losses derived from operational events. Consequently, financial entities must manage the OR inherent in their products, activities, processes and systems. The OR management process comprises:
Identification and assessment: the identification process should consider both internal and external factors that could adversely affect the development of the processes and projections created according to the business strategies defined by the financial institution. Financial entities should use internal data, establishing a process to register frequency, severity, categories and other relevant aspects of the OR loss events. This should be complemented with other tools, operational risk self-assessments (including the analysis of inherent and residual risk), operational risk event databases, event management systems, monitoring frameworks and control testing, metrics, scenario analysis, and benchmarking and comparative assessments.
Monitoring: an effective monitoring process is necessary for quickly detecting and correcting deficiencies in the policies, processes and procedures for managing OR. In addition to monitoring operational loss events, banks should identify forward-looking indicators that enable them to act upon these risks appropriately.
Financial institutions must maintain a robust control environment, supported by sound internal policies, procedures, systems, and controls, as well as effective risk mitigation and/or risk transfer strategies. Internal controls must ensure operational efficiency, asset protection, the reliability of financial reporting, and compliance with applicable laws and regulations.
A strong control framework should include risk assessments, control activities, information and communication mechanisms, and monitoring processes. Controls must also address operational resilience, proper segregation of duties, conflict of interest management, and specific safeguards such as periodic reconciliations, access controls, training programs, and mandatory leave policies.
Where internal controls prove to be insufficient, they may be supplemented through risk transfer tools, such as insurance, always under the oversight of the Board of Directors. In addition, institutions must manage risks associated with the outsourcing of services through proper due diligence processes, clearly defined contractual agreements, monitoring mechanisms, and contingency plans.
Financial institutions must also establish Business Continuity Plans (“BCPs”) designed to ensure operational continuity and minimize losses in the event of severe disruptions. BCPs must be aligned with the institution’s operational resilience framework, formally approved by the Board of Directors, and involve all three lines of defense.
Such plans must be based on scenario analyses and include impact assessments, recovery procedures, activation thresholds, and communication protocols. BCPs should address both internal and external critical functions, and must be tested on a regular basis, kept up to date, supported by role-specific training, and reported to senior management and the Board.
Technology and Information Security Risk Management. Financial institutions are required to implement a robust technology and information security risk management program, consistent with the broader operational risk management framework. This program must address the identification, assessment, mitigation, and continuous monitoring of risks, while ensuring the confidentiality, integrity, and availability of systems and data.
The program must align with the institution’s risk appetite and applicable regulatory requirements, be tested and updated regularly, and be supported by threat intelligence. Institutions must also be prepared to respond to disruptive events—including cybersecurity incidents and large-scale remote access failures—and must ensure the timely updating of systems, secure application development, and the implementation of appropriate user access management processes.
Transparency. Financial institutions must publicly disclose, on a regular basis through their websites or reports, their assessment of operational risk management practices and their exposure to such risk. These disclosures must be proportionate to the size and complexity of the institution’s operations and should include material loss events, risk management frameworks, and corporate governance practices. The institution must adopt a formal disclosure policy, approved by senior management and the Board of Directors, and subject to periodic review to ensure the adequacy and effectiveness of the published information.
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The following is a summary of the key regulatory requirements applicable to financial institutions in the area of operational risk management.
For the purposes of the provisions set forth in this section, financial institutions shall be classified into Group 1 and Group 2. Institutions that undergo a change in classification—pursuant to the criteria outlined in the preceding sections—shall have a period of six months to implement the specific requirements applicable to the new group to which they belong.
The capital requirement for OR for institutions in Group 1 will be determined on a monthly basis, using the following formula:
CRO = BIC x ILM
CRO: OR capital requirement.
BIC: Business indicator component, which is the product of the business indicator (BI) and a series of marginal coefficients (αi).
The BI is an approximation of operational risk based on financial statement information. It will be determined by the following formula:
BI = VA (ILDCProm + SCProm + FCProm + RMProm)
ILDCProm: Interest, leasing, and dividend component. It will be determined by the following formula: Min. [VA (interest income – interest expenses); 5% × interest-bearing assets] + dividend income
SCProm: Service component. It will be determined by the following formula: Max. [other operational income; other operational expenses] + Max. [fee and commission income; fee and commission expenses]
FCProm: Financial component. It will be determined by the following formula: VA (net result of trading portfolio) + VA (net result of investment portfolio)
RMProm: Total monetary result VA: Absolute value.
Each term within the 3 components and the monetary result must be calculated as the average of the values of the last 3 consecutive 12-month periods prior to the month in which the calculation is made, expressed in homogeneous currency at the close of the 36-month calculation period: t, t-1, and t-2. First, the net values corresponding to each 12-month period (e.g., interest income minus interest expenses) must be determined, then the average of the 3 periods must be calculated.
The Business Indicator (BI) consists of several components:
Interest, Leases, and Dividends (ILDC) include income and expenses from interest and adjustments on financial assets and liabilities, such as loans, deposits, financial leases, and derivatives. It also covers income from dividends for investments in non-consolidated subsidiaries and associates.
Services (SC) include income and expenses from services like advisory fees, asset management, and commissions, as well as other operational income and expenses from routine banking activities not captured elsewhere.
Financial (FC) includes net results from trading portfolios and investment portfolios, covering assets held for trading or investment, realized gains and losses, and hedging accounting.
Certain items, such as administrative costs, insurance operations, and depreciation, are excluded from BI calculations.
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At the consolidated level, the BI is calculated based on the consolidated values of income and expenses for the entire banking group. Subconsolidated calculations should be performed using the BI figures of the entities consolidated at each specific sublevel. At the individual level, the BI figures of each subsidiary must be used.
Financial institutions may request the Superintendency’s approval to exclude discontinued operations from the BI, with the exclusion applied immediately upon approval. For business combinations, the BI calculation must include the financial data of acquired businesses from the date of acquisition, reflecting the last three consecutive 12-month periods.
The BIC is determined by the following expression: BIC = Σ BIi x αi
Where the marginal coefficients (αi) are determined based on the BI range.
The marginal coefficients increase as the size of the Business Indicator (BI) grows. For entities in Category 1 (BI equal to or less than the equivalent of €1 billion in local currency), the Business Indicator Component (BIC) equals BI multiplied by 12%. The marginal increase in BIC resulting from an increase of one unit of BI is 12% in Category 1, 15% in Category 2, and 18% in Category 3.
ILM: Internal loss multiplier equal to 1.
RWA for OR are equal to 12.5 times the CRO.
The capital requirement for OR for institutions in Group 2 will be determined on a monthly basis, using the following formula:
“Cro”: the capital requirement for OR.
“α”: 15%.
“n”: the number of 12-month consecutive terms with positive IB, based on the 36 months preceding the month of calculation. The maximum value of n is 3. No overlapping months are allowed when forming the periods.
When n equals zero (n=0), the entity must comply with a requirement equivalent to the limit set in Section 7.3 of regulations on the Minimum Capital Regulations.
“IBt”: Gross income for a 12-month consecutive period—provided it is positive—corresponding to the last 36 months prior to the month in which the calculation is made, expressed in the currency of the month preceding the calculation. Gross income is defined as the sum of: (i) financial income and income from services, minus financial expenses and service costs, (ii) other income minus other expenses, and (iii) total monetary results.
The following items, included under i) and ii), shall be excluded as applicable:
Charges related to the creation of provisions, reversal of provisions established in prior periods, and recoveries of previously written-off credits in the current period;
Results from investments in financial entities and companies, to the extent they relate to items deductible from computable equity;
Gains from the sale of assets classified and measured at amortized cost or fair value with changes in Other Comprehensive Income.
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The requirement determined through application of the formula described above may not exceed:
20%, in the case of Group A entities, of the average over the preceding 36 months—prior to the month to which the requirement relates—of the minimum capital requirement for credit risk, expressed in constant currency of the month preceding the calculation;
17%, in the case of Group B entities, of the average over the preceding 36 months—prior to the month to which the requirement relates—of the minimum capital requirement for credit risk, expressed in constant currency of the month preceding the calculation.
The maximum cap set forth above shall be reduced to 11% where the financial institution has received a rating of 1, 2, or 3, in accordance with the assessment issued by Superintendency in connection with its most recent inspection, with respect to all of the following aspects: the institution as a whole, its information technology systems, and the performance of the officers responsible for evaluating its internal control systems.
Where the financial institution has received a rating of 1 or 2 in all of the aforementioned aspects, the maximum cap shall be further reduced to 7%. For these purposes, the most recent rating notified shall be taken into account for purposes of calculating the requirement to be met in the third month following the month in which such notification is received.
The monthly minimum capital requirement for operational risk applicable to Group 1 and Group 2 financial institutions for the first month shall be equal to 10% of the aggregate capital requirements for credit risk and market risk—calculated, in the case of market risk, based on positions as of the last day of that month.
From the second month through the thirty-sixth month, the monthly requirement shall be equal to 10% of the average of the capital requirements determined for the months elapsed up to and including the calculation period, based on the aforementioned risks, in accordance with the following formula:
Minimum cash reserve requirements
The minimum cash reserve requirement requires that a financial institution keep a portion of its deposits or obligations readily available and not allocated to lending transactions and it is included in the Central Bank “Rules of Minimum Cash,” as amended and supplemented from time to time (the “Minimum Cash Requirements Regulations”).
Minimum cash requirements are applicable to demand and time deposits and other liabilities arising from financial intermediation denominated in Pesos, foreign currency, or government and corporate securities, and any unused balances of advances in checking accounts under agreements not containing any clauses that permit the bank to discretionally and unilaterally revoke the possibility of using such balances.
Minimum cash reserve obligations exclude (i) amounts owed to the Central Bank, (ii) amounts owed to local financial institutions, (iii) obligations owed to foreign banks — including parent companies and controlling entities of local institutions and their branches — arising from financial lines granted by non-related parties (as defined in Section 1.2.2 of the Large Credit Exposures Regulations), foreign credit lines designated for the financing of foreign trade transactions, and obligations owed to multilateral development banks, (iv) cash purchases pending settlement and forward purchases, (v) cash sales pending settlement and forward sales (whether or not related to repurchase agreements), (vi) overseas correspondent banking operations, (vii) demand obligations for money orders and transfers from abroad pending settlement to the extent that they do not exceed a three business day term as from their deposit; and (viii) demand obligations with business for the sales made by debt, prepaid, credit and/or purchase cards.
The liabilities subject to these requirements shall be computed based on the principal amounts actually traded, including, where applicable, quotation differences (whether positive or negative). Accordingly, accrued interest and premiums—whether due or not yet due—on said liabilities shall be excluded, to the extent such amounts have not been credited to an account or otherwise made available to third parties, as well as, in the case of UVA- and UVI-denominated time deposits, the amount accrued as a result of increases in the value of such units.
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Passive repurchase transactions (repos) and borrower-side securities lending (cauciones bursátiles tomadoras) shall be computed on the basis of their combined net position, provided that such position is negative (borrower), where they share the same maturity and are conducted against a central counterparty (CCP) in a market authorized by the CNV.
The minimum cash requirement is determined on the basis of the average of the daily balances of the obligations covered:
balances recorded at the close of each day during the period preceding their fulfillment, in the case of Peso-denominated requirements, except for Peso deposits held in accounts of payment service providers offering payment accounts (“PSPCPs”) in which clients’ funds are deposited; and
balances recorded at the close of each day of each calendar month, in the case of foreign currency requirements, securities, and Peso deposits held in PSPCP accounts in which clients’ funds are deposited.
Averages shall be calculated by dividing the sum of daily balances by the total number of days in each relevant period. On days with no recorded activity, the balance as of the immediately preceding business day shall be carried forward.
The requirement shall be calculated and met separately for each currency and/or each security or monetary regulation instrument in which the covered obligations are denominated.
For term deposits in national government securities or Central Bank monetary regulation instruments, the requirement is determined in the same asset type, based on market value. National securities in Pesos with dual-currency yield are treated like Peso-denominated securities. The requirement remains even if these securities are no longer regularly quoted in significant amounts.
For term deposits in other securities, the requirement is based on market value, in:
Pesos or national government securities in Pesos, when the asset is in Pesos; or
U.S. dollars or national government securities in U.S. dollars, when the asset is in foreign currency.
For foreign currency transfers exceeding the maximum term of three business days, the requirement is allocated to the respective currency. If historical data is unavailable (e.g., for new entities), current period data must be used for calculations.
The table below shows the percentage rates that should be applied to determine the required minimum cash reserve requirement for financial institutions, depending on whether:
the financial entities are included in Group “A,” as provided by Section 4 of the BCRA rules on “Authorities of Financial Institutions” (the “Authorities Rules”), and/or branches or subsidiaries of foreign banks are classified as systemically important (G- SIB) not included in that group; or
the remaining financial entities.
Section 4 of the Authorities Rules classifies financial institutions into Group A or Group B. The classification is based on an indicator equal to the sum of: (i) the average total assets for the 12 consecutive months from October of the second preceding year through September of the preceding year; and (ii) the average daily deposit balances for the same 12-month period, in each case as reported under the applicable regulatory reporting regimes.:
Group “A” institutions for which the indicator is equal to or greater than 1% of the aggregate indicator for the Argentine financial system (the “Group A Entities”);
Group “B” institutions not included in Group A (the “Group B Entities”).
Pursuant to Central Bank Communication “A” 8367, the Bank is a Group A financial entity.
The indicator is calculated on an individual basis, except for controlling financial institutions subject to consolidated supervision, in which case it is determined on a consolidated monthly basis.
The classification into Group A and Group B is made annually and applies for the calendar year following the year in which the indicator is calculated. Newly licensed financial institutions are deemed to be Group B Entities until sufficient information is available to perform the calculation described above.
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The following figures arise from Central Bank Communication “A” 8301, as amended.
Group A and G-SIB not
included in that group
Remaining financial
institutions
Foreign
Currency
1- Checking account deposits and demand deposits opened at credit cooperatives
2- Savings account, salary/social security accounts, special accounts (except for deposits included on items 7, 10 and 15 of this table), and other demand deposits and liabilities, pension and social security benefits credited by ANSES pending collection and immobilized reserve funds for liabilities covered by the Minimum Cash Requirements Regulations
3- Unused balances of advances in checking accounts under executed overdraft agreements
4- Deposits in checking accounts of non-bank financial institutions, computed for purposes of meeting their required minimum cash reserve
5- Time deposits, liabilities under “acceptances” (including responsibilities for sale or transfer of credits to agents different from financial institutions), fixed-term investments with the option of early cancellation (excluding those covered under item 12 of this table) or renewal for a specified period (with variable remuneration), and other fixed-term liabilities, except deposits included in items 7, 9 and 11 of this table, as well as debt securities (including notes), classified according to their residual maturity:
(i) Up to 29 days
(ii) From 30 days to 59 days
(iii) From 60 days to 89 days
(iv) From 90 days to 179 days
(v) From 180 days to 365 days
(vi) More than 365 days
6- Liabilities arising from foreign financial credit lines — not structured as time deposits or as the purchase of debt securities (which are subject to the requirement set forth in item 5 of the table) — obtained from related parties, as defined in Section 1.2.2 of the Large Credit Exposures Regulations, according to their original maturity:to:
(i) Up to 179 days
(ii) More than 179 days
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7. Demand and time deposits made upon a court order with funds arising from cases pending before the court, and the related immobilized balances
(a) Demand deposits
(c)According to their residual maturity
(iv) More than 90 days
8- Fixed-term investments formalized through non-transferable registered certificates in Pesos, held by public sector entities that have the right to exercise an early cancellation option within less than 30 days from their issuance.
9- Fixed-term deposits and investments in UVA and UVI— including savings accounts and debt securities (including notes) in UVA and UVI— classified according to their residual maturity.
10- Severance Fund for Workers in the Construction Industry and for Workers covered by Law No. 20,744, denominated in UVA
11- Deposits and fixed term investments created in the name of minors for funds they receive freely
12- Peso-denominated demand deposits and fixed-term investments with an early termination option exercisable from the date the investor may exercise such option, which constitute the assets of money market mutual funds.
13- Reverse repurchase agreements and securities lending transactions – as liabilities – classified according to their remaining term. (1).
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14- Deposits in Pesos in accounts PSPCP in which the funds of their clients are deposited
15- Deposits in special accounts:
15.1. In Pesos (“Special accounts for holders with agricultural activity” and “Special accounts for exporters”).
15.2. In U.S. dollars (“Special accounts to credit export financing”).
The values reported for foreign currency operations apply solely to reverse repurchase agreements as liabilities.
Financial entities may meet the requirement in Pesos – both for the period and on a daily basis – with “National Treasury Bonds in Pesos, maturing May 23, 2027,” “National Treasury Bonds in Pesos, maturing November 23, 2027,” and with the national government securities in Pesos specified in the following paragraph, up to the following limits:
Five percentage points above the rates set forth in item 8, in subsections (i) and (ii) of item 5, and in paragraph (a) and subsections (i) and (ii) of paragraph (b) of item 7.
Two percentage points above the rates set forth in subsection (iii) of item 5 and subsection (iii) of paragraph (b) of item 7.
Forty-five percentage points of the rate specified in item 14 of the preceding table.
Entities classified in Group A and branches or subsidiaries of G-SIBs not included in that group: five percentage points above the rates set forth in items 1 through 3 of the preceding table
Integration with Public Securities. Financial entities may meet the minimum cash requirement in Pesos – both for the period and on a daily basis – with Central Bank Liquidity Bills (“LELIQ”), Central Bank Notes (“NOBAC”), and national government bonds in Pesos – including those adjusted by CER and with dual-currency returns (BONO DUAL), excluding those linked to the evolution of the US dollar and Liquidity Fiscal Bills (“LeFi”) – provided that the residual maturity at the time of integration does not exceed 760 calendar days, acquired through primary subscription, in accordance with the following:
Demand deposits referred to in items 1 to 3 of the preceding table:
Group A Entities and branches or subsidiaries of G-SIBs not included in such group: up to 0 percentage points of the prescribed rate.
Entities not included in the foregoing category: up to 6 percentage points of the prescribed rate.
Fixed-term deposits and fixed-term investments—excluding those covered under item 12 of the referenced table—made by holders from the non-financial private and non-financial public sectors, and those referred to in items 7 and 10: the full requirement, except for the percentage points permitted to be met through integration with public securities as provided in the following paragraph.
Variable-yield fixed-term investments made by clients engaged in agricultural activities (pursuant to section 2.5.2.2 of Central Bank Regulations on Deposits and Fixed-Term Investments): the full requirement, except for the percentage points permitted to be met through integration with public securities as provided in the following paragraph.
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Other placements:
Group A Entities and branches or subsidiaries of G-SIBs not included in said group:
up to 9 percentage points of the rate set forth in item (i) of item 5 of the preceding table;
up to 7 percentage points of the rate set forth in item (ii) of item 5 of the preceding table;
up to 3 percentage points of the rates set forth in items (i) through (iii) of item 9 of the above-mentioned table; and
up to 2 percentage points of the rate set forth in item (iii) of item 5 of the preceding table.
Entities not included in the preceding paragraph:
up to 3 percentage points of the rates set forth in item (i) of item 5, and in items (i) through (iii) of item 9 of the preceding table;
up to 2 percentage points of the rate set forth in item (ii) of item 5 of the preceding table.
Financial entities may meet the Peso-denominated requirement with the Peso-denominated national public securities referred to in the preceding paragraph, provided that such securities have an original maturity of no less than 60 days at the time of subscription, as follows:
Up to 5.5 percentage points of the rates set forth in items 1 through 3 of the preceding table, using the above-mentioned public securities subscribed through primary issuance on or after August 25, 2025.
Up to 3.5 percentage points of the rates set forth in items 5, 7, 8 through 12, 13, and 15, using the above-mentioned public securities subscribed through primary issuance on or after August 25, 2025.
Up to 3 percentage points of the rates set forth in items 1 through 3, using the above-mentioned public securities subscribed through primary issuance on or after November 20, 2025.
Additionally, the integration of the minimum cash reserve requirement in Pesos—both periodic and daily—that under the Minimum Cash Requirements Regulations may be fulfilled with Argentine national sovereign debt securities denominated in Pesos—including those indexed to the CER and with dual-currency yield (BONO DUAL), excluding those linked to the U.S. dollar exchange rate—acquired by primary subscription, may be performed with such securities having a residual maturity of not less than 300 days nor more than 730 calendar days at the time of subscription, received in swap operations arranged by the National Government for securities acquired either by primary subscription or in the secondary market.
For purposes of satisfying the requirement with Peso-denominated national public securities, LELIQs and/or NOBACs as provided in this section, such instruments must be valued at market prices—regardless of the valuation criteria applied for accounting purposes—and must be deposited in Subaccount 60 (minimum cash) opened at the Central Registry and Settlement System for Public Debt Instruments, Monetary Regulation Instruments and Financial Trusts (CRYL).
Additionally, for purposes of meeting the Peso-denominated minimum cash requirement provided for under the paragraph “Integration with Public Securities,” LELIQs actually used to post guarantees to cover net debit balances arising from the Peso-denominated clearing processes of electronic clearing houses shall also be admissible, up to a maximum of 50% of the guarantees required for each product.
The minimum cash requirement rates applicable to items 1, 2, 3, 12, and 13 (all Peso-denominated) shall be increased by 5 percentage points from August 19, 2025 through March 31, 2026. This additional requirement shall apply to Group A financial entities and to branches or subsidiaries of G-SIBs not included in such group, and may be met with the public securities referred to in the paragraph “Integration with Public Securities”, provided that such securities are acquired through primary issuance on or after November 20, 2025 and have an original maturity of no less than 60 days at the time of subscription.
The average minimum cash requirement in Pesos will be reduced as explained below:
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Compliance with the Minimum SMEs Quota and Specific Financing. As from July 1, 2024, financial entities included in the list in Annex II of Communication “A” 7859 (which included Banco Macro) must have met the Minimum SMEs Quota for the previous quarter in order to apply this reduction each subsequent quarter.
The cash reserve requirement will be reduced based on the proportion of financing provided to SMEs in Pesos, relative to the total financing to the private non-financial sector in Pesos. The SMEs classification will be based on the criteria outlined in the regulations on “Determining the Status of Micro, Small, or Medium-Sized Enterprises,” with the classification being valid at the time of the loan issuance, as per the following table:
Participation, in the total of financing operations to
SMEs with respect of total of financing operations
to the non-financial private sector, in the institution
Less than 4
From 4 to less than 6
From 6 to less than 8
From 8 to less than 10
From 10 to less than 12
From 12 to less than 14
From 14 to less than 16
From 16 to less than 18
From 18 to less than 20
From 20 to less than 22
From 22 to less than 24
From 24 to less than 26
26 or more than 26
SMEs financing includes purchases of Electronic Credit Invoices and holdings in funds under the “Special Regime for SMEs Mutual Funds.” The percentage of SMEs financing will be based on whether the financing meets the SMEs condition at the time of granting. If the borrower no longer qualifies, only financing up to that point is considered.
The 12-month moving average of SMEs financing in Pesos will be compared to total financing granted to the non-financial private sector by the entity.
Depending on the cash withdrawals made through institution ATMs. The minimum reserve requirement will be reduced based on the amount calculated through the following expression, without exceeding the previously determined requirement, as outlined in the previous point.
Msi: Monthly average of total daily cash withdrawals from ATMs located at the entity’s operating branches, for the previous month, according to the jurisdiction of the entity, as defined in the Regulation on “Branch Categorization for Financial Institutions.”
Mni: Monthly average of total daily cash withdrawals from ATMs located outside the entity’s operating branches (neutral locations), for the previous month, according to the same jurisdictional categorization.
Psi: Weight factor applicable to the amount Msi.
Pni: Weight factor applicable to the amount Mni.
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For this purpose, the included ATMs are those that – at least – allow users to make cash withdrawals regardless of the institution in which they are customers and the network managing such equipment and that –on a monthly average, computing business and non-business days – have remained accessible to the public for at least ten hours a day.
When there is an excessive concentration of liabilities (in terms of holders and/or maturities) that presents a significant liquidity risk for the financial institution and/or has a major negative impact on systemic liquidity, additional minimum reserve requirements may be imposed on the institution’s liabilities and/or other complementary measures deemed necessary.
This situation will be considered to occur when, among other factors, any of the following conditions are met:
A high percentage of liabilities is concentrated with a single holder or a group of holders.
For term liabilities, the maturity is short.
These liabilities represent a significant percentage of the required minimum reserve integration and/or the total private sector deposits held by the institution. Likewise, the minimum cash requirement may be increased due to non-compliance with the rules on the “Credit Line for productive investment.”
In addition to the minimum reserve requirements described above, any shortfall in the application of funds corresponding to foreign currency deposits—net of cash balances held at the institution, held in custody with other financial institutions, in transit, or with armored transport companies (“TV”)—identified in a given month shall be included, for an equivalent amount, in the calculation of the minimum reserve requirement for that same period and in the relevant currency. Shortfalls arising from exchange transactions mandated by the National Executive Branch are excluded and, accordingly, may not be offset through purchases of foreign currency. Deposits in “Special Accounts for the Credit of Export Financing” may not be applied toward cash held at the institution, in custody with other financial institutions, in transit, or with armored transport companies (TV) for purposes of compliance with the minimum reserve requirement.
Integration
The minimum cash reserve must be set up in the same currency or securities or debt instruments for monetary regulation to which the requirement applies, and may include the following:
Accounts maintained by financial institutions with the Central Bank in Pesos.
Accounts of minimum cash maintained by financial institutions with the Central Bank in U.S. dollars, or other foreign currency.
Special guarantee accounts for the benefit of electronic clearing houses and to cover settlement of credit card, vouchers, and ATM transactions and immediate transfer funds.
Checking accounts maintained by non-bank financial institutions with commercial banks for the purpose of meeting the minimum reserve requirement.
Special accounts maintained with the Central Bank for transactions involving social security payments by the ANSES.
Minimum cash sub-account 60, authorized in the Registration and Settlement Central for Public Debt and Financial Trusts – CRYL (Central de Registro y Liquidación de Pasivos Públicos y Fideicomisos Financieros or “CRYL”) for public securities and securities issued by the Central Bank at their market value.
These items are subject to review by the Central Bank and may be amended in the future.
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Pursuant to the provisions of Communication “A” 8277, financial institutions may carry forward the excess average minimum cash reserve integration in Pesos recorded during the periods from July to October 2025, on a non-cumulative basis, to the position of the month following that which generated the excess, subject to the following limits:
July 2025
August 2025
September 2025
October 2025
Before August 18, 2025, compliance with the minimum cash reserve requirement was measured on the basis of the monthly average of the daily balances of eligible items maintained during the relevant period. Such average was calculated by dividing the aggregate daily balances by the total number of days in the month. Offsetting deficit positions with surplus positions arising from different requirements was not permitted.
Effective August 18, 2025, the BCRA amended the methodology for compliance with the minimum reserve requirement in Pesos, replacing the prior measurement—based on the average of daily balances of eligible items—with a daily measurement framework. As a result, the previously available carryforward mechanisms were discontinued. However, effective as of the February 2026 position, institutions may again make use of the carryforward mechanism provided under the Minimum Reserve Rules for purposes of integrating the Peso reserve requirement. Any such carryforward may not exceed 5% of the applicable requirement and must be fully offset in the immediately following month.
In the event that a reserve requirement transfer has been made pursuant to section 1.7 of the Minimum Cash Requirements Regulations, the applicable requirement shall be the Adjusted Minimum Cash Requirement (EEMA). For the calculation of the transfer of the integration, the amounts transferred from the relevant period will be prorated based on the number of days in the period to which the transfer is applied.
Minimum Daily Integration in Pesos. On no day of the relevant period may the aggregate balance of the items eligible for integration, as recorded at the close of each day, be less than 75% of the period’s minimum cash requirement.
Minimum Daily Integration in Foreign Currency. On no day of the relevant period may the aggregate balance of the items eligible for integration, as recorded at the close of each day, be less than 25% of the total minimum cash requirement, as determined for the immediately preceding period, recalculated based on the requirements and eligible items in effect during the period to which the reserves relate. Such daily requirement shall be 50% where, during the preceding computation period, an average integration shortfall exceeding the permitted carryover margin was recorded.
No minimum daily integration shall be required for deposits in securities and Central Bank monetary regulation instruments.
Non-Compliance
Shortfalls in the integration of the minimum cash requirement in Pesos, foreign currency, and securities and Central Bank monetary regulation instruments, as well as shortfalls in minimum daily integration, shall be subject to a charge payable in Pesos equivalent to three times the Argentina Wholesale Rate (TAMAR) – total banks, as reported for the last business day of the relevant period, or, if unavailable, the most recently published rate. Where shortfalls in the average position and in minimum daily integration occur concurrently within the same period, the higher resulting charge shall apply. For purposes of determining average position shortfalls, the following shall be taken into account: (i) shortfalls for which the carryover option is not exercised, and (ii) shortfalls that cannot be carried forward to the following period because they exceed the permitted margin.
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Minimum SMEs Quota
As noted above, financial institutions included in Annex II to Communication “A” 7859, including us, as from April 1, 2024, are required to maintain a quarterly average of daily balances (April–June; July–September; October–December; and January–March of the following year) of covered funding equal to at least 7.5% of the institution’s Peso-denominated deposits from the non-financial private sector that are subject to fractional reserve requirements — excluding the deposits referred to in Sections 3.12 and 3.13 of the BCRA rules on “Savings Deposits, Payroll Accounts and Special Accounts”. Such percentage shall be calculated on the basis of the monthly average of daily balances corresponding to the second month preceding the relevant quarter (i.e., February, May, August and November, respectively).
For Group B Entities, the applicable minimum percentage shall be 25% of the percentage indicated above.
For these purposes, eligible balances include the outstanding residual amounts of financings allocated to: (i) the 2020, 2021, 2021/2022, 2022, 2022/2023, 2023 and 2023/2024 tranches under the BCRA rules on the “Credit Line for Productive Investment for MiPyMEs”; (ii) Sections 7.2.1 and 7.2.2 thereof, provided such financings were disbursed on or before October 15, 2020; and (iii) prior quarters of the present quota.
In addition, in order to comply with the Minimum SMEs Quota, at least 30% of the quota must be used to finance investment projects.
Entities complying with this Minimum SMEs Quota may compute the reduction of the minimum cash requirement in Pesos described above during the following quarter.
LELIQ global daily position
Pursuant to Section 8 “net position in LELIQ and NOTALIQ” of the Central Bank rules “Cash settled and forward transactions, futures, bonds, surety bonds, other derivatives and mutual funds” financial institutions may maintain a net position in short term LELIQ (including those effectively allocated to integrate the minimum cash requirement as stipulated above) up to an amount equivalent to the average daily balance of time deposits in Pesos of the previous reporting period.
Financial institutions that have a percentage of time deposits in Pesos in relation to the total deposits in Pesos -measured as a monthly average of daily balances of the previous period, considering only capital without interest or adjustments- equal to or higher than 20%, may maintain a joint positive net position of longer term LELIQ and variable rate Liquidity Notes (NOTALIQ).
Since the current administration took office, the Central Bank has ceased issuing Leliq and Notaliq instruments. The remaining balances of Leliqs and Notaliqs matured in January 2024 and March 2024, respectively.
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Liquidity Coverage Ratios
Financial institutions classified as Group “A” shall be required to comply with Central Bank regulations on “Liquidity Coverage Ratios.” For the purposes of said provisions, institutions classified as Group “A” will be considered as “internationally active banks.”
Under regulations on “Liquidity Coverage Ratios,” financial institutions must maintain an adequate stock of high-quality liquid assets (“HQLA”), which are “free of restrictions.” This stock should consist of cash or assets that can be immediately converted into cash—monetized—with minimal or no loss of market value. The HQLA must be sufficient to meet the institution’s liquidity needs for a 30-day period under a stress scenario, that includes both idiosyncratic and systemic risk factors that could lead to:
Partial loss of retail deposits;
Partial loss of unsecured wholesale funding capacity;
Partial loss of secured funding;
Additional fund outflows due to contractually anticipated situations, including the establishment and replenishment of margin calls resulting from a significant deterioration in the financial institution’s credit quality;
Increases in market volatility affecting the quality of collateral or potential future exposures from derivative positions, requiring higher or additional collateral, or leading to other liquidity needs;
Unexpected use of committed but unused credit and liquidity facilities granted by the financial institution to its clients; and
he need for the financial institution to repurchase debt or fulfill extracontractual obligations to mitigate reputational risk.
The HQLA can only be made up of the following portfolio assets (considered as Tier 1 (An1)) at the day of the calculation of the LCR: cash in hand, in transit, in armored transportation companies and ATMs; deposits with the Central Bank; certain national public bonds in Pesos or in foreign currency; securities issued or guaranteed by the International Payments Bank, the IMF, the European Central Bank, the European Union or Multilateral Development Banks that comply with certain conditions and debt securities issued by other sovereign entities (or their central banks), as prescribed in the relevant regulations.
The stock must enable the institution, at a minimum, to cover liquidity issues until the thirtieth day of such period.
Financial institutions must anticipate potential cash flow mismatches during the specified period and ensure sufficient HQLA are available to cover them. They must also actively manage liquidity risk and financing needs across branches and subsidiaries, considering legal and operational constraints on liquidity transfer. Moreover, institutions must conduct stress tests to determine liquidity levels above the regulatory minimum, considering scenarios that extend beyond the 30-day period.
In the absence of a financial stress scenario, the LCR must, at all times, be greater than or equal to 1. This means that the stock of HQLA must not be less than the total net cash outflows. During financial stress periods, financial institutions may use their HQLA fund, allowing the LCR to fall below 1. However, they must still comply with the requirements set forth in Section 1.6.2 of the regulations on “Liquidity Coverage Ratios. The Superintendency will assess the situation and adjust its actions based on the specific circumstances.
The LCR must be greater than or equal to 1, as follows:
LCR = FALAC / SENT
FALAC: Represents the value of the stock of HQLA in a stress scenario.
SENT: Refers to the total net cash outflows anticipated over a 30-day period in a stress scenario.
The LCR must be observed and reported in the national currency, including all foreign currency items expressed in Pesos. However, financial institutions must ensure liquidity coverage in each significant currency in which they operate, whenever liabilities and other obligations in that currency represent at least 5% of the total liabilities and obligations of the institution. Additionally, the composition of the HQLA by currency should be aligned with the financial institution’s operational needs.
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Financial institutions must ensure that, except for the situation outlined in the following paragraph, the value of the LCR is never below 1. To achieve this, they must calculate it regularly and report it monthly, along with their liquidity profile, to the Superintendency. In stress scenarios, the Superintendency may require more frequent reports.
Pursuant to Section 1.6.2 of the regulations on “Liquidity Coverage Ratios,” in case the LCR falls or is expected to fall below 1, the financial institution must immediately inform the Superintendency and provide an assessment of their liquidity position, the factors contributing to the decrease, and the measures they have or will take, along with their expectations on how long the situation may last. The Superintendency will evaluate each situation and may require institutions to take actions to reduce liquidity risk exposure, strengthen their overall liquidity risk management framework, or improve their contingency funding plan. A drop below 1 does not necessarily trigger the application of article 41 of the Financial Institutions Law.
Moreover, the Superintendency may require corrective actions if they detect a negative trend from the tools used to monitor liquidity, such as mismatches in contractual terms, funding concentration, availability of unencumbered assets, significant currency LCR, or other market-related monitoring tools.
In addition to the LCR, there are other parameters that are used as systematic tools of control. These policies contain specific information regarding cash flows, balance structure and available underlying assets free of charge. These parameters, along with the LCR, offer basic information to evaluate the liquidity risk. The included parameters are:
gaps in contractual terms;
funding concentration;
available assets free of restrictions;
LCR for relevant currency; and
market-related monitoring tools.
Internal liquidity policies
Financial institutions must adopt management and control policies that ensure the maintenance of reasonable liquidity levels to efficiently manage their deposits and other financial commitments. Such policies should establish procedures for evaluating the liquidity of the institutions in the framework of prevailing market conditions to allow them to revise projections, take steps to eliminate liquidity constraints and obtain sufficient funds, at market terms, to maintain a reasonable level of assets over the long term. Such policies should also address (i) the concentration of assets and liabilities in specific customers, (ii) the overall economic and market situation, likely trends and the effect on credit availability and (iii) the ability to obtain funds by selling government debt securities and/or own assets, among others.
The organizational structure of the entity must place a specific unit or person in charge of managing liquidity and assign levels of responsibility to the individuals who will be responsible for managing the LCR, which will require daily monitoring. The participation and coordination of the entity’s top management authority (e.g., CEO) will be necessary.
In addition, financial institutions must designate a director or advisor who will receive reports at least weekly, or more frequently if circumstances so require, such as when changes in liquidity conditions require new courses of action to safeguard the entity. In the case of branches of foreign financial institutions, the reports must be delivered to the highest authority in Argentina.
Appointed officers and managers will be responsible for managing the liquidity policy that, in addition to monitoring the LCR, includes taking the necessary steps to comply with minimum cash requirements.
Financial institutions must report the list of such officers and directors, as well as any subsequent changes, to the Superintendency within ten calendar days from the date of any such change.
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Net Stable Funding Ratio (NSFR)
Financial institutions that belong to Group “A” – considered internationally active banks – must comply with these provisions. For the purposes of these regulations, the term “financial sector” includes financial institutions, foreign exchange entities, insurance companies, agents regulated by the CNV – or an equivalent foreign authority – and trustees of non-financial trusts.
The purpose of the NSFR is to allow financial institutions to finance their activities with sufficiently stable sources to mitigate the risk of future stress situations derived from their funding requirements. By requiring financial institutions to maintain a stable funding profile relative to the breakdown of their off-balance sheet assets and transactions, the NSFR limits the strong dependence on short term wholesale funding, promotes a better assessment of balance sheet and off-balance sheet items funding risk, and favors funding sources stability. The definitions of the components of the NSFR are similar to those set forth in the “Liquidity Coverage Ratio” regulations, unless otherwise expressly set forth herein.
The NSFR is defined as the ratio between the available stable funding amount and the required stable funding amount:
MDFE (Available Stable Funding Amount) is the portion of the capital and liabilities of the financial institution that is expected to remain available over a one-year period.
MRFE (Required Stable Funding Amount) is the amount of funding required during this period based on the liquidity and remaining maturity of the institution’s assets and off-balance sheet commitments.
The available and required stable funding amounts, as determined by these provisions, are calibrated to reflect the expected stability of the institution’s liabilities and the liquidity expected from its assets over a one-year period.
The NSFR shall be at all times greater than or equal to 1 (NSFR > 1). It shall be supplemented with the assessment made by the Superintendency. The Superintendency may demand the institution to adopt stricter standards to reflect its funding risk profile, also taking into account the assessment made in connection with the Risk Management Guidelines in connection with the institution’s liquidity.
The Financial Institutions shall observe the NSFR all times and report it on a quarterly basis to the Superintendency.
Leverage Ratio
Through Communication “A” 6431, effective as of March 1, 2018, the Central Bank incorporated a ratio to limit the leverage of financial institutions in order to avoid the adverse consequences of an abrupt reduction in leverage in the supply of credit and the economy in general, and reinforce the minimum capital requirement with a minimum capital requirement simple and not based on risk.
The leverage ratio, which must be greater than or equal to 3%, arises from the following expression:
Ratio (as %) = Capital measure / Exposure measure
Where
Capital measure: The capital to be considered will be the basic equity (PNb) –Tier 1 capital, as defined in the Minimum Capital Regulations.
Exposure measure: Will be the sum of (i) the exposures in the asset (excluding the items corresponding to derivatives and Securities Financing Transactions (SFT)), (ii) exposures by derivatives; (iii) exposures for SFT transactions and (iv) off-balance-sheet items.
Both measures must be calculated based on the closing balances of each quarter.
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Interest rate and fee regulations
Since 2020, maximum interest rates applicable to the lending transactions were restated.
Compensatory interest rates will be freely agreed upon between financial institutions and clients, taking into account, where applicable, the provisions established under specific regulatory regimes.
The compensatory interest rate for credit card-linked financing must not exceed 25% above the average interest rate that the financial institution applied during the immediate previous month, weighted by the corresponding amount of unsecured personal loans granted in the same period. In the case of bank issuers, this refers to the rate the issuer applies to personal loan transactions in local currency for clients, whereas non-bank issuers must refer to the average system rates for such transactions, as published by the Central Bank between the 1st and the 5th of each month. Loans established under programs and/or social assistance measures, which additionally have an interest rate not exceeding the rate published by the Central Bank for deposits of more than one million Pesos for terms between 30 to 35 days, from the third month prior, may be excluded from the base to be averaged. This rate is determined based on the type of financial institution (public or private), increased in accordance with the minimum cash requirement. Additionally, Section16 of Credit Card Law No. 25,065 provides the legal basis for this limitation, establishing that the issuer may not charge compensatory or financial interest exceeding 25% above the applicable personal loan rate, depending on whether the issuer is a bank or a non-bank entity as described above.
Regulations set forth that the fixed-rate loan agreements shall not contain clauses that allow their modification under certain circumstances, unless those modifications come from decisions taken by the competent authority and the variable-rate loan contracts must clearly specify the parameters that will be used for its determination and periodicity of variation.
With respect to credit card transactions, in addition to the foregoing, Section 16 of Credit Card Law No. 25,065 provides that the compensatory or financial interest rate charged by the issuer to the cardholder may not exceed by more than 25% the rate applied by such issuer to personal loans granted in local currency to its customers. In the case of non-bank issuers, the compensatory or financial interest rate charged to the cardholder may not exceed by more than 25% the average rate for personal loan transactions in the financial system, as published by the BCRA between the 1st and the 5th day of each month.
In the past, regulations established a minimum deposit rate for time deposits. Currently, the remuneration for time deposits at fixed rates will be freely agreed upon.
The base remuneration for variable interest rate deposits will be equivalent to:
The interest rate derived from one of the surveys conducted and published daily by the Central Bank, such as BADLAR, TAMAR, etc.
For deposits in U.S. dollars, British pounds, Japanese yen, Swiss francs, or euros, the applicable rate will be one of the following: Secured Overnight Financing Rate (SOFR), Sterling Overnight Index Average (SONIA), Tokyo Overnight Average Rate (TONAR), Swiss Average Rate Overnight (SARON), or Euro Short-Term Rate (ESTER).
The higher of either the rate mentioned in sections i) and ii), plus any additional remuneration that may be agreed upon, or the fixed rate freely negotiated.
To determine the rate, each institution may consider the average of the daily rates specified within the period from 2 to 5 banking days immediately prior to the start of each computation subperiod. The minimum duration for this period is 30 days, and this option will remain fixed for the entire duration of the deposit.
Once the rate is determined, it must remain unchanged for a period no shorter than 30 days.
The amount of points that the deposit-taking institutions freely agree upon with depositors, which must remain unchanged for the entire term of the deposit agreement.
Central Bank regulations on the “Protection of Financial Services Users” grant broad protection to customers, including, among other things, the regulation of fees and commissions charged by financial institutions for services provided. All commissions, fees, costs, expenses, insurance, and/or any other charges—excluding the interest rate—that the obligated parties receive or intend to receive from users of financial services must derive from a real, direct, and demonstrable cost, and be duly justified from both a technical and economic standpoint.
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Commissions and fees should only apply to services that have been requested, agreed upon, or authorized by the user. Commissions relate to services provided by the obligated parties and may include compensation beyond the service cost, while fees relate to third-party services and can only be passed on at cost.The amount of fees charged to users cannot exceed the amount received by third-party providers in similar conditions. In credit operations, commissions can be applied to unused allocated funds. Early repayment of financing may result in commissions, but no commissions will apply if one-quarter of the original term or 180 days have passed since the financing was granted, whichever is greater.
The charging of users for concepts that do not meet the conditions set out above or that result from a service whose commission or fee is already included in other charges by the financial service provider is not allowed. Commissions or fees cannot be applied to users for financial services that were not requested, agreed upon, or authorized by them. Even if such services were requested, agreed upon, or authorized, and the provider communicated them to the user, fees cannot be charged if the service was not actually provided.
There are specific cases where commissions or fees cannot be applied. First, in-person transactions carried out by individual users at a branch are exempt, including cash deposits and withdrawals in Pesos, as well as the receipt of checks for deposit at branches other than the one where the account is held. This applies regardless of commissions related to check collection or services that require in-person handling, such as check certification and international transfers. Second, cash deposits in Pesos into accounts held by individuals or SMEs are exempt, in accordance with the rules on determining the status of such enterprises. Third, no charges can be applied for the contracting or management of insurance policies. Fourth, generating and sending account statements, including virtual statements, must be included in the account maintenance fee and cannot be charged separately. Fifth, no separate charges can be applied for the evaluation, granting, or administration of financing. Finally, charges for appraisals, notary services, or public registry fees associated with granting or canceling financing, such as for the establishment of pledges or mortgages, are not admissible.
Also, fees and charges are not applicable for immediate electronic transfers when: (i) they are ordered by final customers of financial services; (ii) the same individual or entity is the one ordering and receiving the transfer; (iii) they are ordered or received in accounts for judicial use, among others.
Regulations on the “National Payment System—Payment Services” establish that interchange fees applied by financial institutions on the amount of each transaction made with debit, credit, and charge cards they issue must not exceed the following percentages:
0.60%
For the purposes of applying the aforementioned limits, any other mechanism of remuneration or compensation to the issuers, established by acquirers, brand holders, and/or any other intermediaries in payment operations or related activities, that has an object or effect equivalent to that of the interchange fee, is considered part of the interchange fee.
Financial institutions and PSPs (Payment Service Providers) that offer interoperable digital wallet services from which the customer initiates the payment, but have not issued the credit card used, will be entitled to charge the issuer a commission of up to 0.07% of the transaction amount for each transaction.
Maximum term for payments to merchants and providers
By virtue of Communication “A” 6680, effective as of May 1, 2019, the Central Bank established a maximum term of ten business days for financial entities to deposit payments to merchants and suppliers for sales made via credit cards or purchase cards, calculated from the sale date. Furthermore, financial entities shall not charge any fee or interest related to such payment term, nor block this payment mechanism in any way. Financial institutions may not charge merchants any interest or commission related to the specified settlement period. They must also not impede or hinder in any way the use of a single-payment transaction with those cards.
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Nevertheless, by virtue of Communication “A” 6680, the Central Bank excluded from the scope of its provisions the credit and/or purchase cards issued to individuals or legal entities that are intended for the payment of purchases with a deferred term or more than one month related to their productive activity, i.e. agricultural o distribution activities.
Furthermore, the regulations governing the “National Payment System – Payment Services” establish that the maximum period for financial institutions, Payment Service Providers and Card Processors (Proveedores de Servicios de Pago que ofrecen Cuentas de Pago or PSPCP), and other issuers of open-loop prepaid cards to credit the proceeds of each sale made using such cards to the demand or payment account opened in the name of the affiliated supplier or merchant shall be two business days, counted from the date the corresponding purchase is made by the prepaid cardholder or beneficiary. Additionally, the maximum period for sub-acquirers to credit the amount of payments processed through their intervention to the account in the name of the affiliated supplier or merchant shall not exceed one business day from the date the sub-acquirer receives the funds. The scope of these provisions excludes payment credits processed through sub-acquirers that correspond to: (i) purchases made through e-commerce platforms; and/or (ii) payments via transfers and other immediate transfers, which in all cases must be made available to the payment beneficiary within 15 seconds, even if the payment is processed without the involvement of an administrator of the immediate funds transfer scheme (i.e., under a closed-loop modality).
Loans and Housing Units
The Central Bank has adopted measures for taking deposits and extending loans expressed in a special measuring unit adjustable by the CER. These special units are referred to as UVAs.
In addition, Law No. 27,271 provides for the adjustment of deposits and loans by reference to the construction index, expressed in a special measuring unit referred to as Housing Units (“UVIs”).
Consequently, UVAs and UVIs coexist and may be used both with respect to bank loans and deposits. The initial value of the UVI was Ps.14.05 (the same as the UVA), representing the cost of construction of one thousandth square meter of housing as of March 31, 2016. As of April 17, 2025 the value of UVI and UVA were Ps.1,355.77 and Ps.1,884.86, respectively.
Both units are amended based on the indices published by the INDEC and the Central Bank on its website.
Foreign Exchange System
On September 1, 2019, with the purpose of strengthening the normal functioning of the economy, the Argentine government reinstated exchange controls. Except for individuals, the new foreign exchange controls apply with respect to access to the foreign exchange market by residents for savings and investment purposes abroad, the payment of external financial debts abroad, the payment of dividends in foreign currency abroad, payments of imports of goods and services, and the obligation to repatriate and settle for Pesos the proceeds from exports of goods and services, among others.
For further information on this topic, please refer to “Item D – Exchange Controls.”
Foreign Currency Lending Capacity
Regulations on “Credit Policy” applicable to the Application of the Loan Capacity of Foreign Currency Deposits establish that the lending capacity from foreign currency deposits must be applied, in the corresponding deposit currency, indiscriminately to the following destinations:
pre-financing and financing of exports to be made directly or through principals, trustees or other brokers, acting on behalf of the owner of the merchandise;
other financing to exporters, who have a flow of future income in foreign currency and verify, in the year prior to granting the financing, a billing in foreign currency for an amount that is reasonably related to that financing;
financing to producers, processors or goods collectors, provided that:
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They have sale contracts of their merchandise to an exporter, with a fixed price or fixed in foreign currency -independently of the currency in which the operation is settled- and in the case of fungible merchandise with quotation, in foreign currency, normal and customary in local or foreign markets, with wide diffusion and easy access to public knowledge;
Their main activity is the production, processing and / or collection of fungible goods with quotation, in foreign currency, normal and usual in foreign markets, widely disseminated and easy access to public knowledge, and it is found, in the year prior to the granting of financing, a total billing of these merchandise for an amount that is reasonably related to that activity and its financing; and also operations aimed to finance service providers directly used in exporting process of goods (such as those provided at port terminals, international loading and unloading services, leasing containers or port warehouses, international freights). This, provided it is verified that the flow of future income linked to sales to exporters registers a periodicity and magnitude that it is enough for the cancellation of the financing and it is verified, in the year prior to the granting of the financing, a billing to exporters for an amount that is reasonably related to that activity and its financing.
financing for manufacturers of goods to be exported, as final products or as part of other goods, by third-party purchasers, provided that they have full foreign currency guarantees or endorsements from such third parties and/or firm sales contracts in foreign currency and/or in exportable goods;
financing to suppliers of goods and / or services that are part of the merchandise production process fungibles with quotation, in foreign currency, normal and usual in local or foreign markets, widely disseminated and easy access to public knowledge, provided they have firm sales contracts for those goods and / or services in foreign currency and / or on said merchandise;
financing of investment projects, working capital and/or acquisition of all kinds of goods, including temporary imports of inputs, which increases or are linked to the production of exporting products. Even if exporters’ revenues do not come entirely from foreign sales, financing may be allocated as long as the repayment is sufficiently covered by the foreign currency inflows from their exports. Transactions in which financing is granted through the entity’s participation in “syndicated loans,” whether with local or foreign entities, are included.
financing for commercial and commercial portfolio clients of credits for consumption or housing -according to the provisions established in the rules on “Debtor Classification,” whose destination is the importation of capital goods (“BK” in accordance with the Mercosur’s Common Nomenclature established in Annex I to Decree No. 690/02 and other complementary provisions), which increase the production of merchandise destined for the domestic market;
foreign currency debt securities or financial trust participation certificates including other payment rights specifically recognized on trust agreements whose underlying assets are loans made by the financial entities in the manners set forth in (a) to (d) above and first sentence of (f), or documents in which cash flows in Pesos or foreign currency have been assigned to the trustee, in foreign currency credit agreements, under the terms and conditions set forth in items mentioned before;
financings for purposes other than those mentioned in (a) to (d) and (f) above, included under the IDB credit program (“Préstamos BID N° 119/OC-AR”), not exceeding 10% of the lending capacity;
inter-financing loans;
Central Bank bills (Letras y Notas) denominated in U.S. dollars;
direct investments abroad by companies that reside in Argentina, which seek the development of productive activities of non-financial goods and/or services, either through contributions and/or purchases of shares in companies, to the extent that they are constituted in countries or territories considered cooperators for the purposes of fiscal transparency according to the provisions of Section 1 of Decree No. 589/13 as amended;
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financing of investment projects, including working capital, which allows the increase of production in the energy sector and have firm sales contracts and/or endorsements or guarantees in foreign currency;
National Treasury bills in foreign currency, up to an amount equivalent to one third of the total of the applications made in accordance with the provisions of this section;
financing of investment projects for bovine cattle, including their working capital, without exceeding 5% of deposits in foreign currency of the entity;
financing of foreign importers for the acquisition of goods and / or services produced in the country, either directly or through credit lines to foreign banks; and
financing of local residents that are secured by letters of credit (“stand-by letters of credit”) issued by foreign banks or multilateral development banks that comply with the provisions of point 3.1. of regulations on “Credit assessments,” requiring for that purpose an international rating of investment grade risk, to the extent that such letters of credit are unrestricted and that the accreditation of the funds is made immediately at the simple request of the beneficiary entity.
The application of the lending capacity of foreign currency deposits to import-related operations (as provided in items (e), (f), and the portion attributable to these under items (g) and (h)) may not exceed the value determined by the following formula:
Ct x max (Fbase / Cbase ; 0.05)
Ct: Lending capacity for the relevant month.
Fbase: Financing of eligible imports corresponding to the August–October 2008 quarter.
Cbase: Lending capacity corresponding to the August–October 2008 quarter.
Financing granted to debtors classified as “unrecoverable” and fully provisioned cannot be allocated to the lending capacity of foreign currency deposits.
The lending capacity shall be determined for each foreign currency captured, and is calculated as the sum of deposits and interbank loans received, provided that the lending financial institution has reported them as derived from its foreign currency deposit lending capacity, net of the minimum cash requirement on deposits. The computation of assets and liabilities is based on the monthly average of daily balances (principal and interest) recorded in each calendar month.
Financing is accounted for net of provisions for uncollectible risks, depreciation, and, where applicable, the “portfolio acquisition difference.”
Net shortfalls in application, after deducting cash balances held by financial institutions, those held in custody by other institutions, in transit, and in Cash Transport Companies (“TV”), up to the amount of such shortfall, will be subject to an equivalent increase in the minimum cash requirement in the respective foreign currency.
Shortfalls resulting from exchange transactions mandated by the Federal Government cannot be offset by foreign currency purchases. Additionally, deposits in “Special Accounts for Crediting Export Financing” cannot be applied to cash balances in financial institutions, custody in other banks, in transit, or in TV.
Regarding the capacity to extend foreign currency loans, on February 20, 2025, the Central Bank issued Communication “A” 8202, whereby the provisions of section 1.4 of the “Credit Policy” regulations were repealed, and consequently, certain limitations applicable to loans granted by financial institutions using foreign currency resources derived from their liabilities allocated to financial intermediation ceased to be in effect.
Foreign Currency Net Global Position
The foreign currency net global position (the “FCNGP”) shall consider all assets, liabilities, commitments and other instruments and transactions through financial intermediation in foreign currency or linked to exchange rate movements, including cash, forward transactions and other derivative contracts, deposits in foreign currency in accounts opened with the Central Bank, gold position, the Central Bank monetary regulation instruments in foreign currency, subordinated debt in foreign currency and debt instruments in foreign currency.
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Forward transactions under master agreements executed in local markets authorized by the CNV paid by settlement of the net amount without delivery of the underlying asset are also included. Likewise, certificates or notes issued by financial trusts and claims under common trusts are also included in the relevant proportion, provided that the underlying assets are denominated in foreign currency. The net position amount of transactions involving commodities will be included in the FCNGP. For this purpose, all opposing positions must be netted, regardless of whether they involve different products, maturities, or whether there is a legal possibility of contractual offsetting between them.
The value of the position in currencies other than U.S. dollars shall be expressed in that currency, at the respective exchange rate published by the Central Bank.
Decreases in foreign currency assets, due to the pre-cancellation of local financing to private sector customers, can only offset the FCNGP up to the original term of maturity, accompanied by the net increase in holdings of National Treasury securities in foreign currency.
Secondary market sales of foreign currency–denominated negotiable obligations acquired through primary issuance on or after June 9, 2023 shall not be subject to the offset mechanism set forth in the preceding paragraph, provided that such sales are carried out after 90 consecutive days have elapsed from the date of primary subscription.
Where a financial institution has acquired National Treasury securities denominated in foreign currency through primary issuance on or after December 10, 2025, any secondary market sales that result in a reduction of its FCNGP may be offset only up to the original maturity date of such securities against the net increase in holdings of other foreign currency–denominated National Treasury securities, unless such sale is carried out after 90 consecutive days have elapsed from the date of primary subscription.
At the original maturity of local financing in foreign currency, offsetting may occur with the purchase of any foreign currency assets eligible for inclusion in the FCNGP.
When determining a bank’s FCNGP, the following concepts shall be excluded from the calculation:
deductible assets to determine the Banks’s RPC,
the included concepts that the financial entity registers in its branches abroad,
Federal government securities in Pesos with dual-currency returns,
the balances corresponding to the “Special accounts for holders with agricultural activity” and the “Special accounts for exporters,”
the non-transferable domestic bills of the Central Bank of the Argentine Republic in Pesos settleable at the Reference Exchange Rate Communication “A” 3500 (“LEDIV”) at zero rate (LEDIVs were rendered ineffective through Communication “A” 7898 dated November 30, 2023), and
the public and private securities in Pesos adjustable by the exchange rate, provided they do not exceed the net between the deposits referenced in item (iv) and the LEDIV.
Negative FCNGP: This position (where liabilities exceed assets) calculated as the daily balance converted into Pesos at the reference exchange rate as of the close of the month preceding the month in which this ratio is calculated, may not exceed 30% of the RPC for the month immediately preceding the relevant period.
Positive FCNGP (assets exceeding liabilities): The Net Global Foreign Currency Position, calculated as the daily balance converted into Pesos at the reference exchange rate as of the close of the month preceding the month in which this ratio is calculated, may not exceed 5% of the RPC for the month immediately preceding the relevant period. Any variation in this position arising from exchange transactions ordered by the National Executive Branch may be covered only through one of the applications provided for in Section 2 of the “Credit Policy” regulations or through foreign exchange forward transactions settled in Pesos.
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Spot Foreign Currency Position: The spot position includes the net global foreign currency position as previously defined, minus the following:
The net position in transactions conducted on a term basis, spot-to-settle, futures, options, and other derivative products. For foreign exchange transactions, only those with an original term greater than one business day will be considered.
The net position in instruments linked to the evolution of the foreign currency’s value (except those accounted for in item d).
The positive difference between the cash balances and the foreign currency resource application deficit – as outlined in Section 1.8 of the Minimum Capital Regulations– measured as the average of daily accumulated balances up to the date of the spot position calculation, provided the cash in hand does not exceed 10% of the foreign currency deposits measured on the previous business day.
Pre-financings of exports whose foreign currency funding, for the same amount, is accounted for as liabilities linked to the evolution of the foreign currency’s value.
The balance of guarantees established for operations with debit, credit, and purchase cards abroad for an amount equivalent to five consecutive days of consumption.
At the entity’s option, the balance of foreign financing received with an original average life of at least 12 months may be excluded from the spot foreign currency position. In any event, this daily position—calculated as the daily balance converted into Pesos at the reference exchange rate as of the close of the month preceding the month in which this ratio is calculated—must remain within a range between an amount equivalent to minus 30% and 0% of the RPC for the month immediately preceding the relevant period. In addition, this position may not increase on the last business day of the month compared to the balance recorded on the immediately preceding day.
The Central Bank allows that the Positive FCNGP may reach up to 30% of the RCP, while the total excess over the general limit originates only as a result of:
National Treasury Bills, as of June 18, 2018, due to:
An increase in the position in U.S. National Treasury bills in U.S. dollars with respect to those held as of June 15, 2018, and/or
The institution´s position in U.S. National Treasury bills in U.S. dollars as of June 15, 2018, maintained as excess admitted to the current limit as of that date.
An increase in the position in U.S. National Treasury bills linked to U.S. dollars with respect to those held as of May 13, 2019.
Peso-denominated financings with variable remuneration based on the variation of the U.S. dollar exchange rate, whose purpose is not included in section 2.1 of the Central Bank’s Credit Policy Regulations, granted as of July 10, 2025.
As provided by Communication “A” 7093 (as amended), it includes national treasury bills denominated in foreign currency that the institutions receive in exchange for National Treasury Bills – under Law 27,556 – that they have imputed to this point on the Business Day immediately preceding the day on which they are delivered in exchange.
To determine the FCNGP, loans in Pesos with a variable return based on the fluctuation of the U.S. dollar exchange rate, agreed until May 27, 2020, will be excluded if they are not covered by term investments with a variable return based on the U.S. dollar exchange rate.
Furthermore, any foreign currency position that financial institutions might hold – under the framework established in Communication “A” 7997 related to the regulations on “Earnings Distributions” – due to the subscription of BOPREAL until credited to non-resident shareholders will also be excluded from the calculation of their FCNGP.
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The excesses of these ratios are subject to a charge equal to 3 times the Argentine Wholesale Rate (TAMAR) – total for banks. To determine the charge, the rate provided by the Central Bankwill be applied on the excess amount in Pesos, based on the rate for the last business day of the reporting period, or, if unavailable, the most recent one. If excesses occur concurrently in both the net global position and the spot position, the higher charge will apply.
Charges not paid on time will incur an interest penalty during the non-compliance period, calculated at a rate 50% higher than the one applied to the excesses.
In addition to the above-mentioned charge, sanctions set forth in section 41 of the Financial Institutions Law shall apply (including: caution; warning; fine; temporary or permanent disqualification to dispose of a banking current account; temporary or permanent disqualification to act as promoters, founders, directors, administrators, members of surveillance committees, comptrollers, liquidators, managers, auditors, partner or shareholders; and license revocation).
Fixed Assets and Other Items
The Central Bank establishes that fixed assets and other items held by financial institutions must not exceed 100% of the institution’s RPC.
Such fixed assets and other items include:
Shares of domestic companies;
Various loans;
Real estate, machinery, and equipment; and
Other assets.
The calculation of these assets shall be based on month-end balances, net of impairments, accumulated amortization, and provisions for uncollectibility.
Failure to comply with this ratio shall result in an increase in the minimum capital requirements equivalent to 100% of the excess over the established limit.
Credit Ratings
As of November 28, 2014, the Central Bank’s Communication “A” 5671 — as supplemented and amended — replaced all prior regulatory provisions regarding credit rating requirements issued by local credit rating agencies. Under the updated rules on “Credit Assessments,” the previously applicable requirements tied to local credit ratings are no longer in effect. Where regulations still call for a minimum international credit rating, the new criteria under the Credit Assessments framework will apply on a complementary basis.
The provisions of Communication “A” 5671 are basic guidelines to properly assess the credit risk that financial institutions must observe when implementing Central Bank Rules including the requirement of a particular rating and do not replace the credit assessment that each financial institution must make to their counterparts. International credit ratings that refer to these provisions shall be issued by rating agencies that have a code of conduct based on the “Principles of the Code of Conduct for Agents Rate Risk” issued by the International Organization of Securities Commissions.
Annex II of Communication “A” 5671 provides a table regarding the new qualification requirements for financial institutions. This table classifies the credit ratings requirements for different transactions.
Debt Classification and Loan Loss Provisions for Regulatory Purposes
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Credit Portfolio
The regulations on debt classification are designed pursuant to Central Bank Rules, which differ from IFRS to establish clear guidelines for identifying and classifying the quality of assets, as well as evaluating the actual or potential risk of a lender sustaining losses on principal or interest, in order to determine (taking into account any loan security) whether the provisions against such contingencies are adequate. Banks must classify their loan portfolios into two different categories:
Commercial portfolio. Includes all financing, except for consumer or housing loans.
Loans exceeding Ps.1,198,966,000, linked to the client’s business or productive activity, are classified as commercial. At the entity’s discretion, commercial loans up to Ps.1,198,966,000 may be grouped with consumer or housing loans, treated as such. Consumer loans are combined with commercial ones to determine classification, with collateral-backed loans weighted at 50%.
This option must apply to the entire portfolio and be outlined in the “Classification and Provision Procedures Manual,” with six months’ notice to the Superintendency for changes.
Consumer or housing portfolio. Includes:
Consumer loans (personal, family, professional, for consumer goods, credit card financing).
Housing loans (purchase, construction, refurbishment).
Microcredit loans – up to Ps.239,793,200, and microenterprise loans.
Commercial loans up to Ps.1,198,966,000, with or without preferred collateral, if opted by the entity.
Under the current debt classification system, each customer, as well as the customer’s outstanding debts, are included within sub-categories. The debt classification criteria applied to the consumer loan portfolio are primarily based on objective factors related to customers’ performance of their obligations or their legal standing, while the key criterion for classifying the commercial loan portfolio is each borrower’s paying ability based on their future cash flow.
Clients with no previous credit history with the entity, who later receive financing that does not exceed the amount derived from applying the percentage in section 2.2.5 of the “Minimum Provisions for Uncollectible Risk” regulations to their debt balance, may be classified based only on a projected cash flow analysis.
To ensure compliance with obligations without requiring new financing or refinancing, additional credit facilities will not be considered refinancings if they do not exceed 10% of the limit assigned during the last credit assessment, and if they are in line with normal business operations and the client can meet their other financial obligations. New financings and refinancings related to increased investment due to business expansion are also excluded, provided the projected cash flow supports full repayment of obligations.
Refinancings granted to agricultural producers under the Agricultural Emergency Law will not count as refinancing for classification purposes. However, the projected cash flow at the end of the emergency period must be considered, and the classification cannot improve based on the client’s pre-emergency situation, nor extend beyond the emergency period.
Commercial loans—Regulatory Classification
The principal criterion used to evaluate a loan pertaining to the commercial portfolio is its borrower’s ability to repay it, whose ability is mainly measured by such borrower’s future cash flow. Pursuant to Central Bank Rules, commercial loans are classified as follows:
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For refinancings granted for the first time within the calendar year, once the first installment is paid, the client may be reclassified to this category only once. After this refinancing, only the overdue obligations will be considered for classification purposes.
Subsequent refinancings will be treated under the general provisions outlined in these regulations.
Indicators of Uncollectibility
(A) The client has a poor financial situation, with suspended payments, bankruptcy, or filing for bankruptcy, and is forced to sell significant assets at a loss. The cash flow does not cover production costs.
(B) The client has been overdue for more than a year, with capital and interest refinanced, and financed operational losses. Refinancing will not interrupt the delinquency period unless overdue obligations are fully settled. If at least 15% of refinanced obligations and all accrued interest are paid, the debtor may be reclassified to a higher category.
(C) The client has incompetent and/or dishonest management, or has the potential for fraudulent acts, with no internal control.
(D) The client has inadequate information systems, making it impossible to accurately assess their financial situation, with unreliable and outdated information.
(E) The client operates in an industry in decline or requiring widespread restructuring.
(F) The client is in the lowest segment of their industry, unable to compete, and has outdated, unprofitable technology.
(G) Clients with overdue obligations over 180 days, according to the Central Bank’s “List of Irregular Debtors,” including liquidated entities and certain financial institutions.
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(H) Foreign financial institutions or non-resident borrowers failing to meet the “Credit Evaluation” criteria must have an international risk rating of “investment grade.”
(I) Private sector clients whose debt exceeds 2.5% of the entity’s computed equity or Ps.599.483.000, and who have not submitted an affidavit regarding their relationship with the intermediary financial institution. This also applies to clients not evaluated regularly, unless exempted under specific circumstances (e.g., ongoing bankruptcy proceedings).
Consumer or housing loans—Regulatory Classification
The principal criterion applied to loans in the consumer and housing portfolio is the length of period for which such loans remain overdue. Under Central Bank Rules, consumer and housing borrowers are classified as follows:
This category includes clients who are insolvent or in bankruptcy with little or no chance of credit recovery, or who have overdue payments exceeding one year.
It also includes clients undergoing judicial management, or those who have requested preventive bankruptcy or extrajudicial preventive agreements, even if there is a chance of credit recovery, once more than 540 days of overdue payments have passed.
Clients whose debts have been refinanced through periodic payment obligations (monthly or bimonthly) may be reclassified to the next higher level if they have made timely payments or have arrears not exceeding 31 days for three consecutive installments, or, in the case of lump-sum payments, bimonthly or irregular payments, if at least 15% of their refinanced obligations (principal) have been paid.
A refinanced debtor who meets the above conditions may be reclassified to the next higher level if, additionally, the rest of their debts meet at least the requirements for that level.
If a debtor classified in this category has refinanced their debt—regardless of whether they have paid the required installments or percentage—and has received additional credit as outlined in point Section.2.5 of the “Minimum Provisions for Uncollectibility Risk” guidelines, and if such additional financing remains unpaid, they must remain in this category for at least 180 days from the date the additional credit was granted or the refinancing agreement was made.
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This category also includes clients who meet the conditions outlined below:
(a) Clients with overdue obligations over 180 days, according to the Central Bank’s “List of Irregular Debtors,” including liquidated entities and certain financial institutions.
(b) Foreign financial institutions or non-resident borrowers failing to meet the “Credit Evaluation” criteria must have an international risk rating of “investment grade.”
(c) Private sector clients whose debt exceeds 2.5% of the entity’s computed equity or the reference amount in section 3.7., and who have not submitted a sworn statement regarding their relationship with the intermediary financial institution. This also applies to clients not evaluated regularly, unless exempted under specific circumstances (e.g., ongoing bankruptcy proceedings).
Minimum Credit Provisions
Unless otherwise indicated, the financial regulations described in this section have been prepared in accordance with Central Bank Rules. IFRS differs in certain aspects from Central Bank Rules.
The following minimum credit provisions are required to be made by Argentine banks in relation to the credit portfolio category:
Category
1. Normal situation
2. With special monitoring / Low risk
Under observation
Under negotiation or refinancing agreement
Special treatment
3. With problems / Medium Risk
4. With high risk of insolvency / High Risk
5. Irrecoverable
The Superintendency may require additional provisioning if it determines that the current level is inadequate.
In accordance with Central Bank Rules financial institutions are required to develop procedures for the analysis of the credit facilities assuring an appropriate evaluation of a debtor’s financial situation and a periodic revision of its situation concerning objective and subjective conditions of all the risks taken. The procedures established have to be detailed in a manual called “Manual of Procedures for Classification and Allowances” which shall be permanently available for the Superintendency. The frequency of the review of existing classifications must answer to the importance considering all facilities. The classification analysis shall be duly documented.
In the case of commercial loans, applicable regulations require a minimum frequency of review. Such review must take place:
On a quarterly basis, with respect to individually considered clients whose financing at any point is equivalent to 5% or more of the RPC or the financial trust assets for the month preceding the end of the respective period, depending on whether the client is an entity or a financial trust. For these purposes, the group of connected counterparties shall be treated as a single client;
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On a semi-annual basis, with respect to individually considered clients whose financing at any point is between 1% (or the equivalent of Ps.1,198,966,000, whichever is lower) and less than 5% of the RPC or the financial trust assets for the month preceding the end of the respective period, depending on whether the client is an entity or a financial trust. For these purposes, the group of connected counterparties shall be treated as a single client.
At the close of the first calendar semester, the review must cover at least 50% of the total commercial portfolio, including clients referred to in section 6.3.1. Therefore, to meet this percentage, the review must also include clients whose financing is below 1% of the mentioned RPC or financial trust assets (or the equivalent of Ps.1,198,966,000), proceeding in decreasing order based on the magnitude of their financing.
During the fiscal year, in other cases, the review must cover the entire commercial portfolio by the end of the period.
In addition to the minimum frequency outlined above, the classification must be reviewed – with a reasoned record of the decision made in the client’s file – and, if necessary, amended whenever any of the following circumstances occur:
Modification of any of the objective classification criteria arising from these regulations (e.g., terms of delinquency, legal status of the client or their debts, compliance with refinancings, and requests for refinancing of obligations).
A negative change in the client’s classification in the “Central de Deudores del Sistema Financiero,” downgrading it to a lower degree than the one assigned by the entity, by at least another financial entity or trust whose claims represent at least 10% of the total reported by all creditors.
Notification of the Superintendency’s final determination regarding the adjustment of provisions, as indicated by inspection activities.
When there is a discrepancy of more than one level between the classification given by the financial entity and those assigned by at least two other entities or financial trusts in categories lower than the one assigned by the entity, with their combined claims representing at least 20%, but less than 40%, of the total reported by all creditors, according to the latest available information from the “Central de Deudores del Sistema Financiero.”
The reassessment must be immediate for clients whose covered financing equals or exceeds 1% of the entity’s computable net worth or the trust’s assets, from the month prior to the occurrence of any of the circumstances mentioned, or the equivalent of Ps.599,483,000, whichever is lower, and within three months for all other included clients.
Allowances for loan losses
The Central Bank Rules establishes minimum requirements for allowances for loan losses, in accordance with the category assigned to the client and the type of guarantee. Entities may have allowances for amounts higher than the minimum requirements, as deemed reasonable. Allowances are designed pursuant to the Central Bank Rules which differ from IFRS. See “Item 5B. Critical accounting policies” and note 9 to our audited consolidated financial statements as of December 31, 2024 and 2023.
Increases in the allowance are based on the level of growth of the loan portfolio, as well as on the deterioration of the quality of existing loans, while decreases in the allowance are based on regulations requiring the write-off of non-performing loans classified as irrecoverable after a certain period of time and on decisions of the management to write off non-performing loans evidencing a very low probability of recovery.
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Priority rights of depositors
Under section 49 of the Financial Institutions Law, in the event of judicial liquidation or bankruptcy of a bank all depositors, irrespective of the type, amount or currency of their deposits, will be senior to the other remaining creditors (such as shareholders of the bank), with exceptions made for certain labor liens (section 53 paragraphs (a) and (b)) and for those creditors backed by a pledge or mortgage, in the following order of priority: (a) deposits of up to Ps.50,000 per person (including all amounts such person deposited in one financial entity), or its equivalent in foreign currency, (b) all deposits of an amount higher than Ps.50,000 or its equivalent in foreign currency, and (c) the liabilities originated in commercial lines granted to the financial institution and which directly affect international commerce. Furthermore, pursuant to section 53 of the Financial Institutions Law, as amended, Central Bank claims have absolute priority over other claims, except for pledged or mortgaged claims, certain labor claims, the depositors’ claims pursuant to section 49, paragraph e), items i) and ii), debt granted under section 17, paragraphs (b), (c) and (f) of the Central Bank’s Charter (including discounts granted by financial entities due to a temporary lack of liquidity, advances to financial entities with security interest, assignment of rights, pledges or special assignment of certain assets) and debt granted by the Banking Liquidity Fund backed by a pledge or mortgage.
The amendment to section 35 bis of the Financial Institutions Law by Law No. 25,780 sets forth that if a bank is in a situation where the Central Bank may revoke its authorization to operate and become subject to dissolution or liquidation by judicial resolution, the Central Bank’s Board of Directors may take certain actions. Among these actions, in the case of excluding the transfer of assets and liabilities to financial trusts or other financial entities, the Central Bank may totally or partially exclude the liabilities mentioned in section 49, paragraph (e), as well as debt defined in section 53, giving effect to the order of priority among creditors. Regarding the partial exclusion, the order of priority of paragraph (e), section 49 must be followed without treating liabilities of the same grade differently.
Mandatory deposit insurance system
Law No. 24,485, passed on April 12, 1995, as amended, created a Deposit Insurance System, or “SSGD,” which is mandatory for bank deposits, and delegated the responsibility for organizing and implementing the system to the Central Bank. The SSGD is a supplemental protection to the privilege granted to depositors by means of section 49 of the Financial Institutions Law, as mentioned above.
The SSGD has been implemented through the establishment of a Deposit Guarantee Fund, or “FGD,” managed by a private-sector corporation called Seguro de Depósitos Sociedad Anónima, (Deposit Insurance Corporation, or “SEDESA”). According to Decree No. 1292/96, the shareholders of SEDESA are the government through the Central Bank and a trust set up by the participating financial institutions. These institutions must pay into the FGD a monthly contribution determined by Central Bank Rules. The SSGD is financed through regular and additional contributions made my financial entities, with the additional contribution differentiated based on factors such as the rating assigned by the Superintendency, the ratio of excess computable equity responsibility relative to the minimum capital requirement, and the quality of the active portfolio, with the additional contribution not exceeding the normal contribution.
Financial entities must make regular monthly contributions to the FGD equivalent to 0.015% of their monthly average daily balances of the deposits listed in the following paragraph, recorded in the second month prior to the contribution. The Central Bank may require an advance contribution of up to the equivalent of 24 minimum normal contributions, with a notice period of no less than 30 calendar days, to cover the FGD’s resource needs. The first contribution was made on May 24, 1995.
The Central Bank may also require financial institutions to advance the payment of up to the equivalent of two years of monthly contributions and debit the past due contributions from funds of the financial institutions deposited with the Central Bank. The Central Bank may require additional contributions by certain institutions, depending on its evaluation of the financial condition of those institutions, as described above.
The SSGD’s coverage applies to deposits in Pesos and foreign currency made in participating entities in the form of: current accounts, demand accounts opened in Cooperative Credit Unions, savings accounts, fixed-term deposits, salary/social security accounts, basic, universal free, and special accounts, term investments, and immobilized balances derived from the above concepts.
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The SSGD does not cover: (i) deposits and term investments in transferable paper acquired through endorsement, even if the last endorsee is the original depositor; (ii) demand deposits with interest rates exceeding the reference rate, and term deposits or investments exceeding 1.3 times the reference rate or the reference rate plus 5 percentage points, as well as those influenced by additional incentives; (iii) deposits from financial entities in other intermediaries, including those acquired through secondary market transactions; (iv) deposits made by related parties to the entity, as defined in the “Large Credit Risk Exposures” regulations; (v) fixed-term deposits in securities, acceptances, or guarantees; (vi) immobilized balances from excluded deposits or transactions; (vii) term deposits and investments structured through Electronic Certificates for Deposits and Term Investments (CEDIP) transmitted after the issuing financial entity falls under the conditions outlined in Section 49 of the Central Bank’s Organic Charter or Section 35 bis of the Financial Institutions Law.
The guarantee will cover the return of the deposited capital, interest, adjustments (based on the Reference Stabilization Coefficient, “CER,” for UVA deposits and the Construction Cost Index, “ICC,” for UVI deposits), and exchange rate differences, up to a limit of Ps.50,000,000, accrued until the date of revocation of the authorization or suspension of the entity under Article 49 of the Central Bank’s Organic Charter. For accounts held by two or more individuals, the guarantee limit will be $50,000,000, distributed proportionally among the account holders. The total guarantee for any individual, including accumulated accounts and deposits covered by this scheme, will not exceed the $50,000,000 limit.
Effective payment on this guaranty will be made within 30 business days after revocation of the license of the financial institution in which the funds are held; such payments are subject to the exercise of the depositor’s priority rights described above.
In view of the circumstances affecting the financial system, Decree No. 214/2002 provided that SEDESA may issue registered securities for the purpose of offering them to depositors in payment of the guarantee in the event it should not have sufficient funds available.
When the contributions to the FGD reach the greater of Ps.2 billion or 5.0% of the total deposits of the financial system, whichever is greater, the Central Bank may suspend or reduce the obligation to make contributions to the FGD, reinstating the obligation in whole or in part when the contributions subsequently fall below that level.
Restrictions
Pursuant to the Financial Institutions Law, financial institutions cannot create any kind of liens over their assets without the Central Bank’s authorization.
Furthermore, in accordance with section 72 of Capital Markets Law, publicly offered companies are forbidden to enter into transactions with their directors, officers or affiliates in terms more favorable than arms-length transactions.
Capital Markets
Commercial banks are authorized to subscribe for and sell shares and debt securities. At present, there are no statutory limitations as to the amount of securities for which a bank may undertake to subscribe. However, under Central Bank Rules, underwriting of debt securities by a bank would be treated as “financial assistance” and, accordingly, until the securities are sold to third parties, such underwriting would be subject to limitations.
On September 9, 2013, the CNV published Resolution No. 622/2013 (the “CNV Rules”) supplementing the Capital Markets Law. On May 9, 2018, the Argentine Congress approved the Argentine Productive Financing Law No. 27,440, which modernized and completed the legal framework of the Argentine capital markets. Law No. 27,440 amended the legal framework of the capital markets (Law No. 26,831), mutual funds (Law No. 24,083), notes (Law No. 23,576), the Argentine Civil and Commercial Code (Law No. 26,994, as amended from time to time), financing of housing and construction (Law No. 24,441), the subjects obliged to report on concealing and asset laundering of criminal origin in the capital market framework (Law No. 25,246), and the tax relief regime for the purchase of private securities (Law No. 20,643).
Financial institutions with economic difficulties
The Financial Institutions Law provides that any financial institution, including a commercial bank, (i) with its solvency or liquidity affected, in the opinion of the Central Bank; (ii) recording deficiencies on the minimum cash reserve requirement during the periods established by the Central Bank; (iii) recording repeated failures to comply with the various limits or technical relations established; or (iv) that could not maintain the minimum asset liability required for its particular class, location or characteristics, must (upon request from the Central Bank and in order to avoid the revocation of its license) prepare a restructuring plan or a remediation and regularization plan. The plan must be submitted to the Central Bank on a specified date, no later than 30 calendar days from the date on which a request to that effect is made by the Central Bank. If the institution fails to submit, secure regulatory approval of, or comply with, a restructuring plan, the Central Bank will be empowered to revoke the institution’s license to operate as such, without prejudice to the application of the penalties provided for in the aforementioned law.
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The Central Bank may appoint overseers with veto power, require the provision of guarantees and limit or forbid the distribution or remittance of profits, temporarily admit exceptions to the relevant limits and technical relations; exempt or defer the payment of charges and/or fines as provided by the Financial Institutions Law.
The Central Bank’s charter authorizes the Superintendency to fully or partially suspend, exclusively subject to the approval of the President of the Central Bank, the operations of a financial institution for a term of 30 days if the liquidity or solvency thereof is adversely affected. Such term could be renewed for up to 90 additional days, with the approval of the Central Bank’s Board of Directors. During such suspension term an automatic stay of claims, enforcement actions and precautionary measures is triggered, any commitment increasing the financial institution’s obligations shall be null and void, and debt acceleration and interest accrual shall be suspended.
Institution restructuring to safeguard credit and bank deposits
If a financial institution meets the Central Bank’s criteria and is found to be in any of the situations foreseen by Section 44 of the Financial Institutions Law, the Central Bank may authorize the restructuring of the financial institution in defense of depositors, prior to revocation of the authorization to operate. The restructuring plan may consist of certain steps, including, among others:
adoption of a list of measures to capitalize or increase the capital of the financial institution;
revoke the approval granted to the shareholders of the financial institution to hold interests therein;
exclusion or transfer assets and liabilities;
judicial intervention of the institution, displacing the statutory administrative authorities, and determine the capabilities needed to comply with the assigned function.
Revocation of the license to operate as a financial institution
The Central Bank may revoke the license to operate as a financial institution (a) as a request of the legal or statutory authorities of the institution; (b) in the cases contemplated by the Argentine Civil and Commercial Code or in the laws governing its existence as a legal entity; (c) when, as opinion of the Central Bank, the affections to the solvency and/or liquidity of the institution cannot be solved through a regularization and sanitation program; (d) in other cases provided by the Financial Institutions Law.
Liquidation of financial institutions
As provided in the Financial Institutions Law, the Central Bank must notify the revocation decision to a competent court, which will then determine who will liquidate the entity: the corporate authorities (extrajudicial liquidation) or an independent liquidator appointed by the court for that purpose (judicial liquidation). The court’s decision will be based on whether there are sufficient assurances that the corporate authorities are capable of carrying out such liquidation properly, prior authorization of the Central Bank and in the cases provided by subsections a) and b) of section 44 of the aforementioned law.
Bankruptcy of financial institutions
According to the Financial Institutions Law, financial institutions are not allowed to file their own bankruptcy petitions. In addition, the bankruptcy shall not be adjudged until the license to operate as a financial institution has been revoked.
Once the license to operate as a financial institution has been revoked, a court of competent jurisdiction may adjudge the former financial institution in bankruptcy, or a petition in bankruptcy may be filed by the Central Bank or by any creditor of the bank, in this case after a period of 60 calendar days has elapsed since the license was revoked.
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Once the bankruptcy has been adjudged, provisions of the Argentine Bankruptcy Law No. 24,522 (the “Bankruptcy Law”) and the Financial Institutions Law shall be applicable. In certain cases, specific provisions of the Financial Institutions Law shall supersede the provisions of the Bankruptcy Law (i.e., priority rights of depositors).
Merger and transfer of goodwill
Merger and transfer of goodwill may be arranged between entities of the same or different type and will be subject to the prior approval of the Central Bank. The new entity or the buyer must submit a financial-economic structure profile supporting the project in order to obtain authorization from the Central Bank.
Holding Companies
On June 28, 2019, the Central Bank ruled, through Communication “A” 6723, with effect from January 1, 2020, that Group “A” financial institutions which are controlled by non-financial institutions (as in our case in relation with the Bank) shall comply with the Minimum Capital Regulations (please see “Argentine Banking Regulation—Liquidity and Solvency Requirements—Minimum Capital Requirements”), the Major Exposure to Credit Risk regulations (please see “Argentine Banking Regulation—Credit Risk Regulation—Large Exposures”), the Liquidity Coverage Ratio (please see “Argentine Banking Regulation—Liquidity Coverage Ratios”) and the Net Stable Funding Ratio (please see “Argentine Banking Regulation—Liquidity Parameters—Net Stable Funding Ratio”) on a consolidated basis comprising the non-financial holding and all its subsidiaries (excluding insurance companies and non-financial subsidiaries).
Additionally, Group “A” financial institutions may not grant direct or indirect financial assistance of any kind to its holding company whenever it is a non-financial institution.
Financial system restructuring unit
The Financial System Restructuring Unit was created to oversee the implementation of a new approach towards those banks that benefit from assistance provided by the Central Bank. This unit is in charge of rescheduling maturities, determining restructuring strategies and action plans, approving transformation plans, and accelerating repayment of the facilities granted by the Central Bank.
Fintech regulations
The Central Bank issued Communication “A” 6885 (as amended from time to time, regulations on “Payment Service Providers”), by means of which it regulates certain aspects of fintech operations. Through these communications, PSPs as defined as legal entities that, although not classified as financial institutions, perform at least one function within a retail payment system, as part of the broader framework of the national payment system.
By means of these rules, PSPs operations are regulated and a specific registry for them was created. Entities that are not eligible to operate as PSPs include legal entities that are not regularly incorporated in the country, or those that, while incorporated abroad as private legal entities, have failed to meet the requirements outlined in the General Companies Law No. 19,550 and its amendments, specifically regarding the regular exercise of activities within their corporate purpose in Argentina. Additionally, entities recognized by the CNV as markets, clearinghouses, or any other type of agents are excluded from operating as PSPs.Furthermore, legal entities whose shareholders, voting rights, or governing and supervisory bodies involve individuals who fall under the provisions of sections a), b), d), e), or f) of Article 10 of the Financial Entities Law, or who have been convicted of crimes such as property offenses, public administration crimes, economic and financial offenses, or offenses against public faith, including violations of privacy or association crimes, are also disqualified. However, this does not apply to shareholdings acquired in securities markets that do not exceed 20% of the capital or voting rights.
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Regarding the registry, regulations on “Payment Service Providers” stipulate that PSPs performing the functions outlined below are required to register in the ‘Payment Service Providers Registry’ managed by the Superintendency:
Virtual Account Provision: provision of virtual accounts for performing debits and credits within a payment scheme. The accounts offered by PSPs are referred to as payment accounts; these are freely available accounts in Pesos that allow for the ordering and receiving of payments. PSPCPs may allow for these accounts to have more than one holder.
QR Management: Managing payments within travel schemes using QR codes (VQR).
Acceptance: Enroll merchants into payment schemes with transfers. This includes, among other tasks, facilitating the mechanisms to initiate payments, transmitting payment order information to the administrator or other participants of the scheme, and, if authorized, confirming the operations.
Initiation (registration is required only if they provide digital wallet services): Send a valid payment instruction at the request of a payer to the provider of a payment account (or a sight account) or to the issuer of the payment instrument.
ATM Networks: Manage transactions ordered through ATMs.
Electronic Funds Transfer Networks (processing or operation): Transmit electronic instructions for fund movements between financial entities and, where applicable, notify the PSP providing payment accounts of the credits to their sight accounts so that it can proceed with the fulfillment of the transfer function.
Acquiring: Enroll merchants into payment schemes with cards. This includes, among other tasks, facilitating the mechanisms to initiate payments, transmitting payment order information to the administrator or other participants of the scheme, and, if authorized, confirming the operations.
Aggregation or Sub-acquiring: Provide merchants with access to payment schemes that the aggregator has contracted with one or more acquirers, using the aggregator’s or sub-acquirer’s merchant identifier (ID), which acts as the receiving customer of the funds from the settlement of various payment schemes.
Non-Banking Collection Companies for Taxes and/or Services: Provide payment and/or collection services for taxes and/or services on behalf of third parties through agent networks, using cash and/or payment instruments.
PSP regulations establish that all funds credited to payment accounts offered by PSPCPs shall be (i) available at all times, for an amount at least equivalent to the one credited in the payment account; (ii) deposited in Pesos, in on-sight accounts in Argentine financial entities; and (iii) on an independent on-sight account from the one used for trading for own account (e.g.: creditor or salary payments).
Any breach of the rules as set on the abovementioned communication is submitted to the sanctions of the Financial Institutions Law.
By means of Communication “A” 7156 (as amended and supplemented from time to time), the Central Bank extended the application of the provisions of the Financial Institutions Law to “Other non- financial credit providers” covered by the rules on “Non-financial credit providers,” and among other measures, it provided that as from February 1, 2021, other non-financial credit providers and non-financial companies issuing credit and/or purchase cards will be subject to the provisions set forth in the rules on “Protection of financial services users,” for the financing they grant.
On February 24, 2022, the Central Bank issued Communication “A” 7462 (as amended from time to time) providing for the creation of the “Register of interoperable digital wallets” and establishing that any PSP wishing to provide a digital wallet service that allows making transfer payments initiated by reading QR codes must be registered therein. In addition, it defines a “digital wallet” service as the service offered by a financial institution or payment service provider (PSP) through an application on a mobile device or web browser that must allow making payments with transfer (PCT) and/or with other payment instruments.
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Pursuant to Communication “A” 7593, the Central Bank amended the rules on “Protection of Financial Services Users” to include Payment Service Providers that offer payment accounts and Payment Service Providers that perform the function of initiation and provide the digital wallet service among the obligated parties.
On the other hand, as regards the rules on “Payment Service Providers,” it establishes that they must submit a compliance report prepared by professionals or associations of licensed professionals, which must be prepared in accordance with the model to be established from time to time, and verify compliance with the rules issued by the Central Bank that are applicable according to the type of provider in question and submitted to the Superintendency on an annual basis.
By means of Communication “A” 7783, the Central Bank approved the rules on “Minimum requirements for the management and control of technology and information security risks associated with digital financial services” applicable to both PSPCP and financial entities.
Gender Parity Requirements
On September 3, 2020, by means of Communication “A” 7100 (as amended from time to time), the Central Bank amended the rules on “Guidelines for Corporate Governance in Financial Institutions” (Lineamientos para el gobierno societario en entidades financieras) to include a requirement of gender parity.
By virtue of such Communication, the Central Bank suggested to financial institutions to consider the progressive incorporation of women on new appointments and/or renewals, until gender parity is achieved. In this regard, the Central Bank defined gender parity as the guideline that aims at equalizing the participation of men and women in labor decision-making spaces, ensuring the right to equal opportunities and non-discrimination on the bases of gender.
Anti-Money Laundering, Terrorism Financing and Proliferation of Weapons of Mass Destruction Financing Regime
The concept of Money Laundering (“ML”) is generally used to denote transactions aimed at introducing funds from illicit activities into the institutional system and thus transform gains from illegal activities into assets of a seemingly legitimate source.
Terrorist financing (“TF”) consists of providing funds for terrorist activities. This may involve funds raised from legitimate sources, such as personal donations and profits from businesses and charitable organizations, as well as from criminal sources, such as drug trade, weapons and other goods smuggling, fraud, kidnapping and extortion.
Proliferation of Weapons of Mass Destruction Financing (“PF”) consists of providing financial support or resources to assist in the development, manufacture, acquisition, or spread of nuclear, chemical, or biological weapons and their delivery systems, in contravention of national laws or, where applicable, international obligations.
On April 13, 2000, the National Congress passed Law No. 25,246, (subsequently amended and complemented, the “AML/CTF/CPF Law”), which created at the national level the Anti- Money Laundering, Counter- Terrorist Financing and the Financing of Proliferation of Weapons of Mass Destruction Regime (“AML/CTF/CPF Regime”), criminalizing money laundering, creating and designating the Financial Information Unit (“UIF,” for its acronym in Spanish) as the enforcement authority of the regime, while also imposing legal obligations on certain public and private sector entities and professionals (the “Reporting Entities”) to report and cooperate with the UIF.
The UIF is a decentralized agency that operates with autonomy and financial independency under the Argentine Ministry of Justice, and its mission is to prevent and deter the crimes of ML/TF/PF.
The following are certain provisions relating to the Argentine Criminal Code, the AML/CTF/CPF Regime established by the AML/CTF/CPF Law, including regulations issued by the UIF, the CNV and the Central Bank. It is recommended that holders consult their own legal advisors and read the AML/CTF/CPF Law and its complementary regulations.
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Money Laundering, Terrorist Financing and Proliferation of Weapons of Mass Destruction in the Argentine Criminal Code
Money laundering
Section 303 of the Argentine Criminal Code (the “ACC”) defines money laundering as a crime committed whenever a person converts, transfers, manages, sells, encumbers, acquires, conceals or in any other way puts into circulation in the market, property derived from an unlawful act, with the possible consequence that the origin of the original property or the subordinate property acquires the appearance of a lawful origin. Section 303 of the ACC establishes the following penalties:
If the amount of the transaction exceeds the sum of 150 Minimum, Vital, and Mobile Wages at the time of the events (as of the date of this annual report, this equals Ps.50,220,000), either in a single act or by the repetition of various acts linked to each other, the penalty shall be imprisonment for a term of three to ten years and fines of two to ten times the amount of the illicit transaction. This penalty may be increased by one third of the maximum and half of the minimum, when the perpetrator of the crime:
regularly commits such crimes or participates in organizations or associations specially designed for committing such crimes;
is a public official who committed the act in the exercise or occasion of their duties. In this case, he/she shall also be subject to a penalty of special disqualification of three to ten years. The same penalty shall be imposed to anyone who has acted in the exercise of a profession or occupation requiring special qualification.
Anyone who receives money or other property from a criminal offense for the purpose of applying them in an operation as described above, which gives them the possible appearance of a lawful origin, shall be punished with imprisonment for a term of six months to three years.
If the value of the goods does not exceed 150 minimum wages, the penalty shall be a fine of five to 20 times the amount of the illicit transaction.
These provisions shall apply even if the preceding criminal offence was committed outside the scope of applicability of the Argentine Criminal Code, insofar as the criminal offence was also punishable in the place where it was committed.
Penalties for legal persons
Furthermore, Section 304 of the ACC provides that when the criminal acts have been committed in the name of, or with the intervention of, or for the benefit of a legal person, the following sanctions shall be imposed to the entity jointly or alternatively:
fine of two to ten times the value of the property subject to the offense;
total or partial suspension of activities, which in no case shall exceed ten years;
debarment for public tenders or bidding processes or any other State-related activities, which in no case shall exceed ten years;
dissolution and liquidation of the legal person when it was created for the sole purpose of committing the offense, or such acts constitute the main activity of the entity;
loss or suspension of any State benefit that it may have;
publication of an extract of the condemnatory sentence at the expense of the legal entity.
In order to calibrate these sanctions, the Court will take into account the failure to comply with internal rules and procedures, the omission of vigilance over the activity of the authors and participants; the extent of the damage caused, the amount of money involved in the commission of the offense, the size, nature and economic capacity of the legal entity. In the cases in which it is essential to maintain the operational continuity of the entity, or of a public work, or particular service, the sanctions of suspension of activities or dissolution and liquidation of the legal person shall not be applicable.
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Terrorist Financing and Proliferation of Weapons of Mass Destruction Financing
Section 306 of the ACC criminalizes the financing of terrorism and the proliferation of weapons of mass destruction. This offense is committed by any person who directly or indirectly collects or provides property or money, with the intention of it being used, or in the knowledge that it will be used, in full or in part to:
To finance the commission of acts which have the aim of terrorizing the population or compelling national public authorities or foreign governments, or agents of an international organization to perform or refrain from performing an act (according to section 41.5 of the ACC);
by an organization committing or attempting to commit crimes for the purpose set out in (i);
by an individual who commits, attempts to commit or participates in any way in the commission of offenses for the purpose set out in (i);
to finance, for themselves or for third parties, the travel or logistics of individuals and/or things to a State other than that of their residence or nationality, or within the same national territory for the purpose of perpetrating, planning, preparing or participating in the purpose set out in (i);
to finance, for themselves or for third parties, the provision or receipt of training for the commission of offenses for the purpose ser out in (i);
to finance the acquisition, production, development, possession, supply, exportation, importation, storage, transportation, transfer, or in any way the use of weapons of mass destruction, of the nuclear, chemical, biological type, their delivery systems, means of delivery and their related materials, including dual-use technologies and goods to commit any of the crimes provided for the ACC or in international regulations.
The penalty for this offense is imprisonment for a term of five to 15 years and a fine of two to ten times the amount of the illicit transaction. Likewise, the same penalties shall apply to legal persons as described for the crime of money laundering.
The same penalty of imprisonment and fine shall apply to anyone who produces, manufactures, develops, possesses, supplies, exports, imports, stores, transports, transfers, employs, or in any way proliferates, increases, reproduces or multiplies the weapons of mass destruction referred to in (vi) above, their means of delivery and related materials intended for their preparation.
The penalties described above will be applied regardless of the occurrence of the crime for which the financing was intended and, if the latter is committed, regardless of whether the goods or money were used for its commission.
These provisions shall apply even if the offense financed or intended to be financed is committed outside the territorial scope of application of the ACC, or, in the cases described in (ii) and (iii), if the organization or individual is located outside Argentine territory, provided that the conduct is also punishable in the relevant jurisdiction.
Reporting Subjects obliged to Inform and Collaborate with the UIF
The AML/CTF/CPF Regime, in line with international AML/CTF/CPF standards, not only designates the UIF as the agency in charge of preventing ML/TF/PF. It also imposes obligations on various public and private sector entities and individuals, designated as Reporting Subjects (“Sujetos Obligados”), to report and cooperate with the UIF.
Pursuant to Section 20 of the AML/CTF/CPF Law, the following, among others, are Reporting Entities before the UIF:
banks, financial entities and insurance companies;
exchange agencies and natural and legal persons authorized by the Central Bank to intervene in the purchase and sale of foreign currency with funds in cash or checks issued in foreign currency or through the use of debit or credit cards or in the transfer of funds within or outside the national territory;
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virtual asset service providers, non-financial credit providers, issuers, operators and/or providers of collection and/or payment services, central securities depository agents and corporate and trust service providers;
settlement and clearing agents, trading agents; natural and/or legal persons registered with the CNV acting in the placement of investment funds or other collective investment products authorized by such agency; crowdfunding companies, global investment advisors and the legal persons acting as financial trustees whose trust securities are authorized for public offering by the CNV, and the agents registered by the above mentioned controlling agency that intervene in the placement of negotiable securities issued within the framework of the above mentioned financial trusts;
government organizations such as the Central Bank, the Customs Collection and Enforcement Agency (“ARCA,” as per its acronym in Spanish), the Superintendence of Insurance of the Nation (“SSN,” as per its acronym in Spanish), the CNV and the IGJ; and
professionals in economic sciences, lawyers and notaries public, when they are involved in certain transactions.
Pursuant to Section 21 of the AML Law, Reporting Entities have the following duties::
obtaining documents that indisputably prove the identity, legal status, domicile and other relevant information, about their clients’ operations (“know your customer” policy);
reporting any suspicious events or transactions. For the purposes of the AML/CTF/CPF Law, suspicious transactions are those that, appear unusual, lack economic or legal justification, or are unusually or unjustifiably complex, whether conducted once or repeatedly (regardless of their amount);
refraining from disclosing to customers or third parties any actions taken in compliance with the AML/CTF/CPF Law;
registering before the UIF;
documenting procedures for the prevention of ML/TF/PF establishing internal manuals that reflect the tasks to be developed with a risk based approach;
appointing compliance officers within the governing body who shall be responsible before the UIF (in case the obliged entity is an individual, such individual will be considered the compliance officer);
obtaining information and determining the purpose and nature of the relationship with the client;
determining the risk of money laundering, terrorism financing and financing of proliferation of weapons of mass destruction associated to clients and transactions;
carrying out due diligence procedures to (i) determine the risk of money laundering, terrorism financing and financing of proliferation of weapons of mass destruction associated to clients and transactions, and (ii) review transactions during the course of the relationship with the client;
performing ongoing client due diligence procedures to review transactions throughout the course of the relationship;
identifying the individuals who exercise functions of management and representation of the client and those who have powers of disposition;
adopting specific measures to mitigate the risk of money laundering, terrorism financing and financing of proliferation of weapons of mass destruction;
having appropriate risk management systems in place to determine whether the client or final beneficial owner is a politically exposed person;
determining the source and legality of funds; and
keeping, for ten years, all necessary records of transactions, client files and business communications.
These obligations are supplemented by sector-specific UIF resolutions that establish more detailed and targeted requirements depending on the activity performed by each Reporting Entity. By way of example, Reporting Entities operating in the financial sector are subject to UIF Resolution No. 14/2023 as amended by Resolution 199/2024, while those operating in the capital markets are subject to UIF Resolution No. 78/2023, which set forth more granular rules on matters such as customer due diligence, ongoing monitoring, internal controls and risk mitigation measures. Resolution 14/2023, which sets out specific rules for the financial sector, inter alia, prohibits the maintenance of anonymous accounts or accounts under fictitious names, emphasizes the need to apply enhanced due diligence measures to clients commensurate with the risks identified, and provides for the possibility for financial institutions to rely on third parties to carry out certain due diligence measures.
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In addition, the UIF has issued resolutions of general application addressing specific risk factors applicable across all sectors. For example, UIF Resolution No. 35/2023 establishes obligations for reporting entities in relation to politically exposed persons (“PEPs”), while UIF Resolution No. 112/2021 sets forth rules for the identification and verification of beneficial owners. Overall, this framework follows a risk-based approach aligned with FATF recommendations, requiring reporting entities to identify, assess and mitigate their ML/TF/PF risks through proportionate measures.
With respect to PEPs, Resolution No. 35/2023 requires Reporting Entities to assess the level of risk at the time of initiating or continuing a contractual relationship and to apply enhanced, proportionate due diligence measures where appropriate. These measures include, among others: (i) obtaining approval from the Compliance Officer to initiate or continue relationships with foreign PEPs or domestic PEPs classified as high risk; (ii) adopting reasonable procedures to determine whether a client and/or beneficial owner qualifies as a PEP, both at onboarding and on an ongoing basis; (iii) requiring clients to submit sworn statements regarding their PEP status, including updates in the event of any change; and (iv) identifying and documenting the PEP status of beneficial owners, where applicable. The Resolution also regulates the duration of PEP status, establishing a two-year maintenance period, after which Reporting Entities must reassess the risk level based on factors such as the relevance of the public function performed, decision-making authority over funds, and seniority. The same duration applies to persons classified as PEPs due to kinship or close association.
Within their respective regulatory frameworks, the relevant sectoral authorities, such as the CNV and the Central Bank of Argentina, also issue rules applicable to their regulated entities that reflect and operationalize AML/CFT/CPF requirements established by the UIF. In this context, the CNV regulations stipulate, among other provisions, that the Reporting Subjects under its control shall only perform the operations provided for under the public offering system when these operations are performed or ordered by persons constituted, domiciled or resident in countries, domains, jurisdictions, territories or associated states not considered to be non-cooperative or high risk by the FATF. Similarly, they establish payment modalities and control procedures for the reception and delivery of funds from and to clients.
Asset Freezing Regime and Terrorism Financing/Proliferation Financing Reporting Regime
Executive Decree No. 918/2012, as amended, establishes the legal framework and procedures for the reporting of transactions linked to TF/PF, as well as for the freezing of assets related to such activities.
In this context, UIF Resolution No. 207/2025 and 3/2026, regulate the implementation of Executive Decree No. 918/2012 and establish, among other matters: (i) the obligation for Reporting Entities to verify clients are not listed in TF/PF associated lists, including designated by the United Nations Security Council pursuant to Resolution No. 1267 (1999), 1718 (2006), 1737 (2006) or linked to criminal actions under Section 306 of the Argentine Criminal Code; (ii) the procedures for reporting suspicious transactions of TF/PF; and (ii) the administrative procedures applicable to the freezing of assets of natural or legal persons or entities related to TF/PF.
For purposes of facilitating compliance with these obligations, Executive Decree No. 489/2019 created the Public Registry of Persons and Entities Linked to Acts of Terrorism and Its Financing (Registro Público de Personas y Entidades vinculadas a actos de Terrorismo y su Financiamiento – “RePET”), a national public registry that consolidates the relevant United Nations Security Council designations and persons or entities linked to terrorism-related offenses under Argentine law. As of January 2026, this registry does not include designations or lists specifically related to the PF.
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Supervision and Administrative Enforcement
The UIF is vested with supervisory and enforcement powers over Reporting Entities and may monitor compliance with AML/CFT/CPF obligations, conduct inspections and request information. In sectors subject to specific regulatory oversight, the UIF carries out its supervisory functions with the assistance of the relevant specific control authorities (“órganos de contralor específico”). In particular, the Central Bank of Argentina assists the UIF with respect to reporting entities in the financial sector, and the National Securities Commission (CNV) assists the UIF with respect to reporting entities operating in the capital markets.
Reporting Entities are subject to administrative sanctions under the AML/CFT/CPF Law for failures to comply with applicable obligations. The UIF is empowered, following administrative proceedings, to impose the following sanctions:
(i) a fine ranging from one to ten times the total value of the assets involved in the transaction in cases of failure to report a suspicious transaction or of reporting it outside the prescribed timeframes and formal requirements; in the case of other infringements consisting of formal non-compliance, a fine ranging from 15 to 2,500 units, updated annually (currently set at ARS 54,140);
(ii) a warning;
(iii) a warning with the obligation to publish the operative part of the resolution; and
(iv) for compliance officers, disqualification for up to five years from performing such functions.
Administrative liability extends both to the reporting entity and to the members of its management body and is subject to a statute of limitations of five years.
Politically Exposed Persons
Resolution No. 35/2023 (lastly amended by Resolution No. 192/2024), establishes the rules that Reporting Subjects must follow regarding clients that are Politically Exposed Persons (“PEP”).
Following the aforementioned RBA, Resolution 35/2023 establishes that Reporting Subjects must determine the level of risk at the time of beginning or continuing the contractual relationship with a PEP, and must take due diligence measures, adequate and proportional to the associated risk and the operation or operations involved.
This Resolution establishes (i) the measures that the Reporting Subjects must take with respect to foreign PEPs or domestic PEPs that have been classified as high risk by the Reporting Party, for example, having the approval of the compliance officer to initiate or continue commercial relations with them; (ii) each Reporting Subject must take reasonable measures to determine whether a customer and/or beneficial owner is a PEP, at the time of initiating or continuing the commercial relationship with them; (iii) the Reporting Subject must require their clients to sign a sworn statement in which they state whether or not they are a PEP, not only at the beginning of the contractual relationship, but also in the event that their status as a PEP is modified (whether they become or cease to be a PEP); (iv) the clients must inform the PEP status of the beneficial owners, if applicable; and (v) the maintenance period of the PEP status is expressly regulated, being set at two years. Once this term has expired, the Reporting Subject shall evaluate the level of risk of the client or beneficial owner, taking into consideration the relevance of the function performed, the power of disposition and/or administration of funds, and the seniority in the public function exercised, among other relevant factors, for the analysis of the level of risk. PEPs due to kinship or closeness will maintain their status for the same time as that of the person with whom they have or have had the relationship.
FOR A MORE SPECIFIC ANALYSIS OF THE REGIME, HOLDERS SHOULD CONSULT THEIR LEGAL COUNSEL AND/OR READ THE APPLICABLE LAWS BY VISITING THE WEBSITE OF THE FINANCIAL INFORMATION UNIT HTTPS://WWW.ARGENTINA.GOB.AR/UIF). HOLDERS ARE RECOMMENDED TO CONSULT THEIR LEGAL ADVISERS AND READ THE ABOVE-MENTIONED LAWS AND THEIR REGULATORY DECREES.
CNV Regulations
The CNV Rules stipulate, among other provisions, that the Reporting Subjects under its control shall only perform the operations provided for under the public offering system when these operations are performed or ordered by persons constituted, domiciled or resident in countries, domains, jurisdictions, territories or associated states not considered to be non-cooperative or high risk by the FATF.
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Similarly, they establish the payment modalities and control procedures for the reception and delivery of funds from and to clients.
Central Bank Regulations
Pursuant to Central Bank Communication “A” 6399, as amended and supplemented, including without limitation, by Communication “A” 6709, Reporting Subjects must keep—for a period of ten years—written records of the procedure applied in each case for the discontinuation of a client’s operations. Among these records, they shall keep a copy of any notification sent to the customer requesting further information and/or documentation, the corresponding notices of receipt and the documents identifying the officials who took part in the decision, in accordance with the respective procedural manuals.
Our Anti-Money Laundering and Prevention of Terrorist Financing Program
One of the most significant operational risks that is monitored by Banco Macro is that of the activities of “Anti-Money Laundering and Prevention of Terrorist Financing.” There is a program designed to safeguard us against any unintentional involvement or participation in criminal or illicit activities or terrorist financing, and to reaffirm the policy of fully cooperating with the strict application of law and cooperation with the authorities and regulatory bodies.
In order to ensure that the financial system is not used as a channel of funds from criminal activities, employees must determine the true identity of all customers and final beneficiaries of the contracted products and services.
Roles and responsibilities of the program
All employees have roles and responsibilities in the implementation of the Anti-Money Laundering Program. These roles and responsibilities vary depending on the employee’s business line or business area.
Elements of the Anti-Money Laundering Program
We adopt specific procedures for our various operational and commercial areas as applicable.
The following are the most important components of our Anti-Money Laundering Program:
Prevention: We carry out different tasks in order to mitigate the risk of money laundering:
Generation of policies and procedures;
Reliable identification of customers and knowledge of their activities (“Know Your Customer” process);
Specific risk analysis in the product and process approval process;
Training and ongoing communication to update all relevant staff;
Existence of a responsible Officer and a Committee for Money Laundering and Terrorist Financing Prevention;
Monitoring: We monitor the activity of clients, suppliers, etc., by setting parameters and alerts to be able to identify cases that must be reported to the appropriate authorities.
Relationship with regulatory agencies or industry: We maintain relations with the Central Bank/UIF/CNV by carrying out all necessary actions in order to collect and maintain adequate identification of clients and transaction records, in accordance with regulatory requirements. Likewise, we respond to the information requirements of the mentioned entities.
Audits and Reviews: this program will be periodically reviewed through by its own assurance program and different types of audits (internal, external, comptroller) to identify opportunities for improvement.
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Training and Communication: All our staff (including executive staff) who have a relationship with clients or handle their transactions must receive training in anti-money laundering. This training is institutional and mandatory.
Know Your Client (KYC): Similar to our efforts to prevent money laundering, and terrorist financing begins with an appropriate “Know Your Customer” process.
Customer awareness allows financial institutions to determine if certain customers are included on terrorist lists issued by governments and regulatory agencies. This process also allows us to establish whether we are facing high-risk clients (e.g., Politically Exposed Persons) in order to carry out an Enhanced Due Diligence process).
\We will not enter into any relationship with any individual or entity who cannot prove their true identity.
Recognition and reporting of unusual or suspicious activities: When employees receive indications that make them assume that clients’ funds come from criminal activities, they should report this to the Money Laundering and Terrorist Financing Committee for evaluation in accordance with established procedure.
For a thorough analysis of money laundering regulations in effect as of the date of this document, please consult with your own legal counsel and read Title XIII, Second Book of the ACC and any regulations issued by the UIF, the CNV and the Central Bank in their entirety. For this purpose, interested parties may visit the websites of the Argentine Ministry of Economy, www.argentina.gob.ar/economia, the UIF, www.argentina.gob.ar/uif, the CNV, www.argentina.gob.ar/cnv or the Central Bank, www.bcra.gob.ar none of which websites are incorporated by reference herein.
Corporate Criminal Liability Law
The Corporate Criminal Liability Law No. 27,401 sets forth a criminal liability regime applicable to legal entities involved in certain corruption offenses directly or indirectly committed in their name, on their behalf or in their interest and from which a benefit may arise. The individual offenders may be employees or third parties — even unauthorized third parties, provided that the company ratified the act, even tacitly.
In accordance with such law, the Board of Directors has approved a Corruption and Anti-Bribery Policy that sets forth the ethical and compliance standards regarding officer corruption practices, under the scope of the Corporate Criminal Liability Law and the applicable international laws. The Board of Directors expressly prohibits this kind of practices and applies the same criterion in similar cases where private sector individual acts as counterparty.
In turn, the Board of Directors has implemented a Code of Conduct applicable to all employees, contractors, suppliers and agents, with the prohibitions, restrictions and conditions imposed upon them under the Integrity Program approved by us, which was previously discussed by the Appointment and Corporate Government Committee.
For an extensive analysis of the AML/CTF/CPF Regime and Anti-Bribery and Anti-Corruption Regime in effect as of the date of this annual report, investors should consult legal counsel and read Title XIII, Book 2 of the Argentine Criminal Code and any regulations issued by the UIF, the CNV and the Central Bank in their entirety. For such purposes, interested parties may visit the websites of the Argentine Ministry of Economy, (www.argentina.gob.ar/economia), the Argentine Ministry of Justice (https://www.argentina.gob.ar/justicia), the UIF (www.argentina.gob.ar/uif), the CNV (www.argentina.gob.ar/cnv), or the Central Bank (www.bcra.gov.ar). The information found on such websites is not a part of this annual report.
Alterations to Argentine Regulatory Framework
During 2025, the Argentine government enacted several regulations amending the regulatory framework for financial institutions. These regulations include:
Communication “A” 8277 which established the financial institutions may, within certain limits, carry forward to the following month the excess minimum cash integration in Pesos generated between July and October 2025;
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Communications “A” 8281 and 8289, which increased the minimum cash requirement applicable to demand deposits, term investments with early termination options, repos and passive stock market guarantees in Pesos by 10 percentage points, and reduced by 4 percentage points the portion of the demand deposit requirement in Pesos that can be covered with government securities, effective as of August 1, 2025;
Communication “A” 8302, which established that (i) compliance with reserve requirements in Pesos was measured daily instead of on an average monthly basis, effective as of August 18, 2025, (ii) the charge applicable to reserve requirement shortfalls increased from 1.5x the Argentine wholesale rate (Tasa Mayorista de Argentina or “TAMAR”) to 3x TAMAR, (iii) certain situations triggering the need for the submission of an adequation plan are eliminated, (iv) the minimum cash requirement applicable to certain deposits in Pesos, term investments with early termination options, repos and passive stock market guarantees in Pesos, be increased in 5 percentage points, from August 19, 2025, to November 28, 2025 (subsequently extended until March 31, 2025 by Communication “A” 8355), and (v) financial institutions may allocate up to 3 percentage points of their reserve requirements on demand deposits to public securities in Pesos issued by the Argentine Treasury in primary offerings, effective as of August 19, 2025;
Communication “A” 8306 which established (i) as of September 1, 2025, an additional 3.5 percentage point reserve requirement on all Peso-denominated liabilities subject to fractional reserve requirements, and (ii) that financial institutions increase by 2 percentage points the allocation of their reserve requirements on certain demand liabilities denominated in Pesos (current accounts, savings accounts, demand accounts, and unused balances of advances) to public securities with a minimum maturity of 60 days issued by the Argentine Treasury in primary offerings;
Communication “A” 8350 which established, effective November 1, 2025, an amendment to the method for calculating compliance with the minimum cash requirement in Pesos—moving to a measurement based on the monthly average of the daily balances of eligible items recorded during the applicable period—and further provided that, as from such date, financial institutions must comply with a daily minimum cash requirement in Pesos, determined as the sum of the balances of eligible items recorded at each day’s close, which may not be lower than 95% of the total minimum cash requirement for the period; and
Communication “A” 8355, which: (i) as of December 1, 2025, removes the additional 3.5 percentage point reserve requirement on certain demand deposits and investments (including money market mutual funds, reverse repos, and securities lending) previously imposed by Communication “A” 8306; (ii) increases for the liabilities in Pesos, from the same date, the possibility of meeting up to 3.5 percentage points of the minimum cash requirement with government securities issued by the National Treasury (acquired through primary subscription as of August 25, 2025, and with a minimum term of 60 days); (iii) reduces the daily minimum integration of the Peso cash requirement from 95% to 75%, effective December 1, 2025; and (iv) extends until March 31, 2026, the additional 5 percentage point requirement, imposed by Communication “A” 8302, for Group A entities and certain G-SIB branches/subsidiaries, which applies to certain demand deposits and other specified instruments (this requirement may also be met with the aforementioned government securities).
Communication “A” 8410, dated March 19, 2026, which provides that, until December 31, 2026, financial institutions holding prior authorization from the Central Bank may distribute profits in three equal, non-cumulative monthly installments, beginning on the third business day of May 2026 and of each month in which a payment is made; establishes that the total distributable amount may not exceed 60% of the net income for fiscal year 2025, net of the amounts corresponding to the legal and statutory reserves — recorded as of the same date — whose constitution is required; and further requires that any such distribution be consistent with the information reported under the “Business Plan and Projections and Capital Self-Assessment Report” reporting regime.
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C. Organizational Structure
Subsidiaries and controlled entities
We have eight subsidiaries and controlled entities: (i) Macro Securities, which is a member of the BYMA, and through which we provide investment research, securities trading and custodial services to our customers; (ii) Macro Fiducia, a subsidiary that acts as trustee and provides financial advisory and analysis services; (iii) Macro Fondos, an asset management subsidiary,;(iv) Macro Bank Limited, our subsidiary in the Bahamas through which we primarily provide private banking services; (v) Macro Agro S.A.U., which facilitates access to credit for SMEs by granting guarantees; (vi) Argenpay S.A.U., through which we provide electronic payment services ; (vii) Fintech S.G.R., which facilitates access to credit for micro, small and medium-sized enterprises; and (viii) Alianza S.G.R., which grants guarantees.
Subsidiary / controlled entity
Macro Securities S.A.U.(1)
Macro Fiducia S.A.U.(1)
Macro Fondos S.G.F.C.I. S.A.(1)
Macro Bank Limited(2)
Macro Agro S.A.U.(1)
Argenpay S.A.U.(1)
Fintech S.G.R.(1)(3)
Alianza S.G.R.(1)
Jurisdiction of incorporation: Argentina
Jurisdiction of incorporation: The Bahamas
Structured entity.
D. Property, plants and equipment
Property
Our headquarters consist of 54,971 square meters of office area that we own at Avenida Eduardo Madero 1172, Alem 1110 1st floor, and Juana Manso 555, 1A, 8B, and 9B, in the City of Buenos Aires, and are used by our management, accounting, technology, and administrative personnel. As of December 31, 2025, we have a branch network that consists of 444 branches in Argentina, of which 145 are leased properties.
Our corporate headquarters were designed to take full advantage of natural light and maximize energy efficiency, while also using materials that do not adversely affect the environment, and were built in compliance with the LEED International Sustainability Standards of the “U.S. Green Building Council.” The building has its own environmental policy and an intelligent energy system; it has a state-of-the-art architectural design that prioritizes energy efficiency in accordance with the standards of the LEED sustainable building certification system. In addition to energy efficiency, the tower has a construction mechanism that manages to reduce water consumption through the reuse and controlled use of inputs, thus being considered a building with sustainable criteria and optimization of the use of resources.
Thanks to the process initiated in previous years, during 2022 Banco Macro received the LEED certification for the “Banco Macro Corporate Headquarters,” achieving the LEED GOLD certificate with 64 points.
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With the objective of advancing towards new international certifications, we engaged specialized consultants to assess the feasibility of obtaining WELL certification. To this end, the technical team conducted a Performance Test (June 2025) and a Feasibility Study (October 2025), the results of which confirmed that Torre Macro has a concrete likelihood of meeting the required credits to obtain such certification. Implementation of the certification process is subject to approval during the 2026 fiscal year.
Selected Statistical Information
The following information is included for analytical purposes and should be read in conjunction with our audited consolidated financial statements as well as Item 5 “Operating and Financial Review and Prospects.” This information has been extracted from our internal documentation that supports our financial records.
Average balance sheets, interest earned on interest-earning assets and interest paid on interest-bearing liabilities.
The following tables show average balances, interest amounts and nominal and real rates for our interest-earning assets and interest-bearing liabilities for the years ended December 31, 2025, 2024, and 2023 based on results adjusted for inflation as of December 31, 2025, as explained in our audited consolidated financial statement.
The nominal interest rate has been calculated by dividing the amount of interest gain or loss during the period by the related average balance, both amounts not restated. The nominal rates calculated for each period have been converted into real rates using the following formulas:
Rp = real average rate for Peso-denominated assets and liabilities (in Ps.) for the period;
Rd = real average rate for foreign currency denominated assets and liabilities for the period;
Np = nominal average rate for Peso-denominated assets and liabilities for the period;
Nd = nominal average rate for foreign currency denominated assets and liabilities for the period;
D = devaluation rate of the Peso to the U.S. dollar for the period; and
I = inflation rate in Argentina for the period based on the variation of the Consumer Price Index.
ASSETS
Interest-earning assets
Cash and Deposits in Banks
Pesos
Foreign currency
Loans and other financing Non-financial Public Sector
Other Financial Entities
Non-financial Private Sector and Foreign Residents
Other Debt Securities
Repo Transactions
134
Total interest-earning assets
Total non interest-earning assets
TOTAL ASSETS
LIABILITIES
Interest-bearing liabilities
Deposits
Non financial Public Sector
Non financial Private Sector and Foreign Residents
Financing received from the BCRA and other financial institutions
Issued Corporate Bonds
Subordinated Corporate Bonds
Total interest-bearing liabilities
Total non–interest bearing liabilities and shareholders’ equity
135
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
Figures adjusted for inflation as of December 31, 2025. See “Presentation of certain financial information.”
Changes in interest income and interest expense; volume and rate analysis
The following tables allocate, by currency of denomination, changes in our interest income and interest expense segregated for each major category of interest-earning assets and interest-bearing liabilities into amounts attributable to changes in their average volume and their respective nominal interest rates for fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024 and to the fiscal year ended December 31, 2023, all based on information adjusted for inflation as of December 31, 2025.
136
Financing received from the Central Bank of Argentina and other financial institutions
Interest-earning assets: net interest margin and spread
The following table analyzes, by currency of denomination, the levels of our average interest-earning assets and net interest income and illustrates the comparative margins and spreads for each of the years indicated all based on information adjusted for inflation as of December 31, 2025.
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Average interest-earning assets
Net interest income(2)
Net interest margin(3)
Weighted average rate
Yield spread real basis(4)
Defined as interest earned less interest paid.
Calculated by dividing the amount of net interest income/(loss) by the interest-earning assets. The nominal rates calculated for each period have been converted into real rates using the formulas disclosed in “Item 4. Selected Statistical Information—Average balance sheet, interest earned on interest-earning assets and interest paid on interest-bearing liabilities.”
Defined as the difference between the average real rate on interest-earning assets and the average real rate on interest-bearing liabilities.
Remaining maturity of government and private securities
We own, manage and trade a portfolio of securities issued by the Argentine and other governments and private issuers. The following table analyzes the remaining maturities of our investment portfolio as of December 31, 2025 in accordance with issuance terms (before allowances). For further information, see “Item 3—Risk Factors—Argentina’s ability to obtain financing from international markets may be limited or costly, which may impair its ability to implement reforms and public policies and foster economic growth.”
DEBT SECURITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Local
Government securities:
Argentine Treasury Bonds in Pesos at dual rate
138
Argentine Treasury Bills in Pesos TAMAR
Argentine Treasury Bonds capitalizable in Pesos
Argentine Treasury Bonds at a discount in Pesos adjusted by CER
Subtotal local government securities
Private securities:
Corporate Bonds YPF SA C043
Corporate Bonds PSA Finance Argentina C034
Corporate Bonds John Deere Credit Cía. Financiera SA C013
Corporate Bonds Tecpetrol SA C012
Corporate Bonds Vista Energy Argentina SAU C29
Corporate Bonds Transportadora de Gas del Sur SA C003
Corporate Bonds YPF SA C030
Corporate Bonds Cresud S24 C38
Corporate Bonds Vista Energy Argentina SAU C29 Additional
Corporate Bonds Genneia SA C049
Subtotal local private securities
TOTAL DEBT SECURITIES AT FAIR VALUE THROUGH PROFIT OR LOSS(1)
OTHER DEBT SECURITIES
MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Local:
Government securities
Argentine Bonds US dollar Step-up
Subtotal local government securities(2)
Foreign:
US Treasury bills
Subtotal foreign government securities
139
TOTAL OTHER DEBT SECURITIES MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
MEASURED AT AMORTIZED COST
Argentine Treasury Bonds at a discount in pesos adjusted by CER
Argentine Treasury Bonds in Pesos
Province of Buenos Aires Debt Securities variable rate
Province of Córdoba Debt Securities in Pesos C04
Discount Bonds in Pesos 5.83%
Argentine Treasury Bonds in Pesos BADLAR x0.7
Municipality of Córdoba Government Securities S51
Subtotal local government securities(3)
Private securities
Corporate Bonds Newsan SA C022
Fiduciary Debt Securities Megabond Financial Trust S316 CL.A
Fiduciary Debt Securities Secubono Financial Trust S243 CL.A
Fiduciary Debt Securities Secubono Financial Trust S242 CL.A
Subtotal local Private securities
TOTAL OTHER DEBT SECURITIES MEASURED AT AMORTIZED COST(3)
EQUITY INSTRUMENTS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS
A3 Mercados SA (former Mercado Abierto Electrónico SA)
C.O.E.L.S.A.
Sedesa
AC Inversora SA
Rofex Inversora SA
Pampa Energía SA
140
Bolsas y Mercados Argentinos
Tienda Campo Simple SA
Argencontrol SA
Subtotal local
Banco Latinoamericano de Comercio Exterior SA
Sociedad de Telecomunicaciones Financieras Interbancarias Mundiales
Subtotal foreign
TOTAL EQUITY INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
In August 2024, we entered into voluntary debt exchange under the terms of section 11, Presidential Decree No. 331/2022 issued by the Ministry of Economy. The securities involved in such exchange transactions were as follows:
Argentine Treasury bonds in Pesos adjusted by CER 4.25%—Maturity 02-14-2025 (T2X5) for a face value of Ps. 2,000,000,000.
Additionally, in January 2025, under the terms of section 2, Presidential Decree No. 846/2024 issued by the Ministry of Economy, we entered into voluntary debt exchange. The security involved in such exchange transaction was as follows:
Argentine Treasury bonds in Pesos zero coupon adjusted by CER—Maturity 06-30-2025 (TZX25) for a face value of Ps. 201,356,504,100.
In February 2025, under the terms of section 2, Presidential Decree No. 846/2024 issued by the Ministry of Economy, the Bank entered into voluntary debt exchange. The security involved in such exchange transaction was as follows:
Argentine Treasury bonds in Pesos adjusted by CER 4.25%—Maturity 02-14-2025 (T2X5) for a face value of Ps. 28,282,779,133
The holding at amortized cost includes Argentine Treasury bonds in Pesos adjusted by CER—Maturity 06-30-2027 acquired in the first quarter of 2024 through primary subscription. In the third quarter of 2024, as a consequence of a reassessment of its monetary position, the Banks’s Management resolved to reduce the position of inflation-adjustable securities through the exercise of put options with the BCRA and to maintain the residual portfolio of the aforementioned security until maturity. On June 11, 2025, all options were rescinded as part of the rescission offer published through Central Bank Comunication “B” 12997.
Loans and other financing portfolio
The following table analyzes our loans and other financing portfolio by type as of December 31, 2025, 2024 and 2023. Due to IFRS 9, as of December 31, 2025, 2024, and 2023, we calculate the allowances included in our financial statements under expected credit losses approach. For further information see note 3 “Loss allowance for expected credit losses on credit exposures not measured at fair value through profit or loss” to our audited consolidated financial statements as of December 31, 2025 and 2024.
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To the non-financial government sector
To the financial sector(2)
To the non-financial private sector and foreign residents
Overdrafts(3)
Documents(4)
Mortgages loans
Pledged loans(5)
Consumer loans(6)
Other loans
Accrued Interest, adjustments, foreign exchange and quoted price differences receivables
Other financing
Less: Unearned discounts
Less: Allowances
Total Loans and other financing
Figures adjusted for inflation as of December 31, 2025. See “Presentation of certain financial and other information.”
Includes loans to financial institutions, inter-financing (granted call) and other financing to Argentine financial institutions.
Includes overdraft lines of credit resulting from checking accounts.
Includes the face values of drafts, promissory notes and other bills transferred to us by endorsement for which the assignor is liable, whenever the latter is part of the non-financial private sector.
Includes the principal amounts actually lent of automobile and other collateral granted, for which the obligor is part of the non-financial private sector and productive investment loans.
Includes personal loans, credit card loans and other consumer loans. Overdrafts to individuals are included under “Overdrafts.”
Maturity composition of the loans and other financing portfolio
The following table analyzes our loans and other financing portfolio as of December 31, 2025, by type and by the time remaining to maturity. Loans are stated before deduction of the allowance for loan losses. We expect most loans to be repaid at maturity in cash or through refinancing at market terms.
To the financial sector(1)
Overdrafts(2)
Documents(3)
Pledged loans(4)
Consumer loans(5)
Other financings
Percentage of total loans and other financing portfolio
142
Includes loans to financial institutions, interfinancing (granted call) and other financing to Argentine financial institutions.
Includes overdrafts lines of credit resulting from checking accounts.
Includes the face value of drafts, promissory notes and other bills transferred to us by endorsement for which the assignor is liable, whenever the latter is part of the non-financial private sector.
Includes the principal amount actually lent of automobile and other collateral granted, for which the obligor is part of the non-financial private sector and productive investment loans.
Interest rate sensitivity of outstanding loans and other financing
The following table presents the interest rate sensitivity of our outstanding loans and other financing with maturities over one year as of December 31, 2025:
Loans and other financing with maturities over one year:
Variable rate
To the financial sector
Fixed rate
Total Loans and other financing with maturities over one year
Loans and other financing with maturities of less than one year:
Total loans and other financing with maturities of less than one year
Analysis of the allowance for loan and other financing losses
The allowances for the year 2025, 2024 and 2023 were calculated based on the ECL according to IFRS.
The table below sets forth the activity in the allowances for loan losses for the years ended December 31, 2025, 2024 and 2023:
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ECL as of January 1, 2025
Assets originated or purchased
Assets derecognized or repaid
Variations(1)
Amounts Written Off
Monetary effects
As of December 31, 2025
ECL as of January 1, 2024
As of December 31, 2024
ECL as of January 1, 2023
As of December 31, 2023
Represent changes (increases and decreases) to the expected credit loss (ECL) allowance relating to loans and other financing transactions that remained outstanding from the opening of the fiscal period to the end of such period.
In 2025, changes in expected credit loss (ECL) allowance were mainly driven by higher delinquency levels in our consumer portfolio during the period. In 2024 and 2023, changes in expected credit loss (ECL) allowance were mainly driven by growth in our loan portfolio.
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The table below presents a reconciliation of the credit loss expense recongnized for 2025, 2024 and 2023 to the line items in the ECL roll forward.
Credit loss expense on financial assets for the year ended December 31, 2025
Credit loss (gain) related to debt securities
Credit loss expense related to loans and other financing
Movements of ECL that impact credit loss expense
Credit loss expense related to Asset originated or purchased(1)
Credit loss expense related to Asset derecognized or repaid(2)
Credit loss expense related to Asset held during the fiscal year(3)
Subtotal I Credit loss expense
Other movements of ECL that do not impact credit loss expense
Other Movements
Amounts Written Off(4)
Monetary Effects for balances
ECL as of December 31, 2025
Other charges to Credit loss expense
IAS 29 restatement for results
Charged off Loans(5)
Subtotal II Credit loss expense
Total Credit loss expenses related to loans and other financing (Subtotal I + Subtotal II)
Credit loss expense on financial assets for the year ended December 31, 2024
ECL as of December 31, 2024
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Total Credit loss expenses related to loans and other financing(Subtotal I + Subtotal II)
Credit loss expense on financial assets for the year ended December 31, 2023
ECL derived from acquired subsidiaries during the year
ECL as of December 31, 2023
It includes the movements in the ECL allowance for assets purchased or originated during the period, which are recognized within the credit loss expense.
It includes the movements in the ECL allowance for assets derecognized or repaid during the period.
It includes changes (increases and decreases) to the ECL allowance related to loans and other financing transactions that remained outstanding from the opening of the fiscal period to the end of such period.
Amounts Written Off: this term refers to the amounts of loans and other financing that are settled in part or in full against the ECL allowance. Write-offs occur after the first month in which the Bank has no reasonable expectations of recovering the financial instrument or a portion thereof. The amounts written off are managed by the Bank through off balance sheet accounts.
Charged-off Loans: this term refers, to the increase in the credit loss expense recognized in the income statement for the period that does not impact the Expected Credit Loss (ECL) allowance, but instead directly reduces the loans and other financing balance. These charges arise from specific customer circumstances.
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As of December 31, 2025, the “Other movements”, which amounted to Ps. 54,727,351 thousand corresponds to loan portfolio sales and foreign exchange effects. These items impact the ECL allowance balance without affecting the credit loss expense.
As of December 31, 2024, the “Other movements”, which amounted to Ps. (8,082,637) thousand corresponds to loan portfolio sales and foreign exchange effects. These items impact the ECL allowance balance without affecting the credit loss expense.
As of December 31, 2023, the “Other movements”, which amounted to Ps. 9,769,562 thousand corresponds to balances derived from acquired subsidiaries during the year, loan portfolio sales and foreign exchange effects. These items impact the ECL allowance balance without affecting the credit loss expense.
The “Monetary Effects for balances” line item in the ECL rollforward presented above includes the impact of changes in the general price level on the ECL allowance balance, measured from the revaluation date to the closing date of each reporting period. This adjustment is calculated by applying a general price index to ensure that the comparative financial statements are presented in terms of the measuring unit current at the end of each reporting period, in accordance with IAS 29.
Ratio of net write-offs
The following table presents the ratio of net write-offs to average loans and other financing by category for the fiscal years ended December 31, 2025, 2024 and 2023.
Overdrafts
Mortgage loans
Pledged loans
Consumer Loans
Allocation of the allowances for loans and other financing losses
The following table allocates the allowance for loans and other financing losses by each category of financing and sets forth the percentage distribution of the total allowance for each of the fiscal years ended December 31, 2025, 2024 and 2023.
Total Allowances
Figures stated in thousands of Pesos adjusted for inflation as of December 31, 2025. See “Presentation of certain financial and other information.”
The following table sets out the composition of each category of deposits that exceeded 10% of average total deposits in each of the years ended December 31, 2025, 2024 and 2023.
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Deposits in Domestic Bank Offices
Non-interest bearing Demand Deposits(2)
Average
Non-interest bearing Other Deposits
Savings Accounts
Average real rate
Time Deposits
Deposits in Foreign Bank Offices
Non-interest bearing Demand Deposits
148
Non-interest-bearing demand deposits consist of checking accounts.
Deposits by Type of Guarantee
The following table sets forth information regarding deposits by type of guarantee as of December 31, 2025, 2024 and 2023.
Savings accounts
Time deposits
Investment accounts
Total deposits
All deposits in Pesos and foreign currency placed in participating entities in the form of checking accounts, savings accounts, certificates of deposits or other forms of deposit that the Central Bank may determine from time to time shall be subject to the Deposit Guarantee Insurance System up to the amount of Ps.25,000,000 as of December 31, 2025 and 2024 and Ps.6,000,000 as of December 31, 2023 (in all cases, per depositor), which must meet the requirements provided for in Presidential Decree 540/1995 and other requirements that the regulatory authority may determine from time to time. On the other hand, the Central Bank provided from the exclusion of the guarantee system, among others, of any deposits made by other financial entities, deposits made by persons related to us and securities deposits.
Maturity of Deposits Without Guarantee
The following table sets forth information regarding our deposits without guarantee as of December 31, 2025.
149
That exceed the guarantee
Without guarantee
Total Deposits without guarantee
Return on equity and assets
The following table presents certain selected financial information and ratios for the years indicated.
Net income for the fiscal year attributable to controlling interests
Average total assets
Average shareholders’ equity
Shareholders’ equity at the end of the fiscal year
Average shareholders’ equity as a percentage of Average total assets
Net income as a percentage of:
Declared nominal dividends(3)
Dividend payout ratio(4)
Figures recast due to the recognition of a prior period adjustment related to the business combination. See note 14.2. to our audited consolidated financial statements as of December 31, 2025 and 2024.
Figures not restated
Declared nominal cash dividends stated as percentage of net income calculated under Central Bank Rules. Net income in nominal value calculated under Central Bank Rules as of December 31, 2023, of Ps. 587,654,845 thousand, as of December 31, 2024, of Ps. 325,132,181 thousand and as of December 31, 2025 of Ps. 290,703,797 thousand.
Interest rate sensitivity
The following table shows the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities based on contractual maturities all based on information adjusted for inflation as of December 31, 2025. Variations in interest rate sensitivity may also arise within the repricing periods presented.
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Interest-earning assets:
Loans and other financing to non-financial Public Sector
Loans and other financing to other Financial Entities
Loans and other financing to non-financial Private Sector and Foreign Residents
Total Interest-Earning Assets
Interest-bearing liabilities:
Non-financial Public Sector deposits
Non-financial Private Sector and Foreign Residents deposits
Total Interest-Bearing Liabilities
Asset (Liability) Gap
Cumulative Asset/Liability Gap
Cumulative sensitivity gap as a percentage of total interest-earning assets
Interest-earning assets in Pesos
Total Interest-Earning Assets in Pesos
Interest-bearing liabilities in Pesos
Total Interest-Bearing Liabilities in Pesos
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Interest-earning assets in foreign currency
Loans to non-financial Public Sector
Loans to other Financial Entities
Interest-bearing liabilities in foreign currency
None.
This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Cautionary statement concerning forward- looking statements,” “Risk Factors,” and the matters set forth in this annual report in general.
The following discussion is based on, and should be read in conjunction with, our audited consolidated financial statements and related notes contained elsewhere in this annual report and the other financial information appearing elsewhere in this annual report.
Financial Presentation
Our accompanying consolidated financial statements as of December 31, 2025 and 2024 have been prepared in accordance with the IFRS Accounting Standards as issued by the IASB.
Additionally, our audited consolidated financial statements as of December 31, 2025 and 2024 and the corresponding figures for previous fiscal years and the financial information included in this annual report for all periods reported have been restated for the changes in the general purchasing power of our functional currency as established by IAS 29. As a result, those consolidated financial statements and selected financial information are stated in terms of the measuring unit current at the end of the reporting period (December 31, 2025). Due to the high inflationary level that has prevailed in Argentina in the recent past, our management has analyzed the conditions established by IAS 29 paragraph 3 for an economy to be considered as hyperinflationary. Based on such analysis, our management considers that there is evidence to determinate Argentina’s economy as ”hyperinflationary” under IAS 29 for accounting periods ending after July 1, 2018. See “—Risk factors—Risks Related to Argentina—High inflation levels could have adverse long-term consequences for the Argentine economy” and note 3 “Basis for the preparation of these consolidated Financial Statements and applicable accounting standards” to our audited consolidated financial statements as of December 31, 2025 and 2024. In this regard, according to the official data published by INDEC, the annual consumer price inflation rate was 31.5% in 2025, 117.8% in 2024, and 211.4% in 2023.
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The table below presents a comparison of inflation rates published by INDEC, measured by the Wholesale Price Index (Índice de Precios Mayoristas) (“WPI”) and the CPI, for the fiscal years 2025, 2024, 2023, 2022, and 2021.
Price Indices (1)
WPI
CPI
Adjustment Indices (2)
CER
UVA(3)
Data for December of each year as compared to December of the immediately preceding year.
Data for December 31 of each year.
UVA or Unidad de Valor Adquisitivo (Acquisition Value Unit). See “Introductory Note and Presentation of Financial and Other Information—Certain Defined Terms.”
Macroeconomic Environment
Year 2025
According to the IMF’s estimates, the global economy grew by 3.3% in 2025, a rate similar to the 3.3% recorded in 2024. Global inflation continued to moderate, decreasing from an annual average of 5.8% to 4.1%, moving further away from the peak of 8.6% observed in 2022. The United States recorded growth of 2.1%, while emerging countries expanded at an annual rate of 4.4% over the same period. The Eurozone grew by 1.4%, recovering from the initial impact of the war in Ukraine.
Latin America grew by 2.4% in 2025. Brazil decelerated compared to 2024, recording growth of 2.5% for the year. The Mexican economy registered a weak performance, growing only 0.6% in a context of high uncertainty due to the back-and-forth on tariff policy with the United States, while Uruguay, Chile, and Colombia grew in line with the regional average.
Inflationary pressures continued to decline. According to the IMF, this decrease in inflation is attributable to a weakening of global demand and low energy prices. The latter is explained by a 14.2% decline in oil prices in 2025. Meanwhile, interest rates in the United States continued to decrease in line with the Federal Reserve’s cuts to its policy rate from 4.50% in January 2025 to 3.75% by year-end. In 2026, there will be a renewal of U.S. authorities, and the interest rate is expected to continue declining toward the 3% annual range.
Investment in artificial intelligence contributed strongly to global economic growth during 2025, especially in the United States and Asia. This was reflected in a strong performance of the technology sector, with the S&P tech index reaching a new high of 6,064 points, growing 20% compared to 2024. Nevertheless, doubts persist in the markets as to whether this behavior of financial assets is a bubble driven by AI advances or is justified by the positive impact it will have on productivity improvements.
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In turn, 2025 was marked by extreme uncertainty caused in global trade by the aggressive tariff policy of the new Trump administration. During the first half of the year, the relationship with China escalated into an unprecedented tariff war, in which U.S. tariffs reached peaks of 125% before giving way to a tactical truce negotiated in May and ratified at the APEC (Asia-Pacific Economic Cooperation) summit in October. This dynamic not only affected the major powers but also accelerated the regionalization of supply chains (nearshoring) and forced emerging economies to recalibrate their export strategies in a world with higher trade barriers and constantly changing rules. Other countries sought bilateral agreements with the United States, negotiations for which continue to this day.
Unemployment in developed countries remains at very low levels: the rate closed at 4.4% in the United States and 6.4% in the Eurozone. The IMF and other multilateral organizations forecast stable growth for 2026, similar to that of 2025, across most countries. The main risk is that geopolitical instability may end up affecting the global economy, in the form of a new shock to commodity prices or a reversal of capital flows.
On the geopolitical front, 2025 was characterized by the persistence of conflicts that continue to strain global stability and markets, especially commodity markets. In Ukraine, the front entered a phase of stalemate, in a war of attrition heading into its fourth year. In parallel, instability in the Middle East kept the geopolitical risk premium elevated, adding volatility to oil prices.
The 2025 electoral cycle produced results that reshaped the regional and global political map. In Latin America, presidential elections in Chile, Bolivia, Ecuador, and Honduras were decisive and evidenced a shift of electorates toward the center-right. The Chilean case stands out with the victory of candidate Kast. Globally, the early election in Germany following the collapse of the governing coalition and the elections in Canada reflected widespread social discontent over inflation and economic stagnation in developed countries.
The Argentine Economy
Following the significant fiscal and exchange rate adjustment of 2024, the economy entered a recovery path that was sustained in the first months of 2025. However, a combination of decisions and circumstances in both the political sphere and monetary and exchange rate policy introduced a degree of uncertainty that ultimately affected the pace of economic recovery during the second and third quarters of the year. Meanwhile, inflation stagnated at around 2% monthly despite the maintenance of the program’s inflationary anchors, namely the fiscal surplus and exchange rate policy.
The official dollar exchange rate had closed 2024 at Ps.1,033. Starting in February, the Central Bank reduced the crawling peg rate from 2% monthly to 1%, a level closer to U.S. dollar inflation. At the same time, bank credit was growing rapidly, boosting aggregate demand in a context where the supply of goods and services remained insufficient. The summer brought the second-largest real appreciation since the exit from Convertibility, surpassed only by that of late 2015. Between December and March, the current account deficit of the Balance of Payments averaged U.S.$1.3 billion per month. Two-thirds of this was explained by outbound tourism. By mid-April, the Central Bank’s net reserves were negative by U.S.$11 billion.
In April, the Central Bank eliminated most of the existing foreign exchange restrictions without major difficulties. However, facing a scenario of growing market distrust regarding whether the reserves target agreed with the IMF would be met, the Government signed a new agreement with the Fund under which it obtained an immediate disbursement of U.S.$12 billion and a commitment to disburse an additional U.S.$3 billion during the year. In exchange, the Central Bank replaced the rigid exchange rate scheme with a divergent band system with a floor of Ps.1,000 and a ceiling of Ps.1,400, adjustable by 1% per month. Within this range, the dollar would float freely, although the Central Bank reserved the right to intervene during periods of high volatility. In the first days of the band system, the dollar reached Ps.1,230, but with interest rates still high at around 33% annual nominal rate for the private Badlar, it subsequently tended to trade closer to the lower bound.
The new scheme served to calm market sentiment. Country risk had reached a peak of 1,000 basis points and quickly returned to 750. Inflation, which had accelerated from 2.2% in January to 3.7% in March (also affected by rising beef prices), fell rapidly to 1.5% monthly in May, one of the lowest readings since 2017. The economy contracted 1.7% month-over-month in March, amid significant uncertainty ahead of the agreement, but rebounded 1.1% in April.
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In early July, the market began to grow impatient given that neither the Treasury nor the Central Bank had managed to purchase dollars in the foreign exchange market, despite the harvest months having passed. This was compounded by increased interest rate volatility due to the decision to unwind the LEFIs, the fiscal letters that the Treasury had created to absorb Central Bank liabilities in July 2024. All of this caused the exchange rate to move again toward the ceiling of the bands, reaching Ps.1,351 by late July. The depreciation halted the disinflation process: according to INDEC’s CPI, prices accelerated from 1.6% monthly in July to 1.9% in August. Economic activity stagnated, with an average variation of -0.1% monthly between May and July.
In early September, the ruling party lost the legislative elections in the Province of Buenos Aires by a margin of nearly 14 points, much larger than expected. The market interpreted the result as a preview of what could occur in the national elections in October. Country risk surged to nearly 1,500 basis points and Argentine equities fell 16%, measured at the “contado con liquidación” exchange rate. Expectations of a larger devaluation after October increased pressure on the Central Bank’s reserves.
Faced with this scenario, the government tightened certain foreign exchange restrictions, causing the spread between the official exchange rate and the “contado con liquidación” rate to increase from 0.8% in July to 12.5% in September. At the end of that month, it temporarily eliminated export duties on agricultural products, with a cap of U.S.$7 billion in liquidations that was reached within a few days.
The temporary reduction in export duties was not sufficient, and the Argentine government had to turn to its U.S. counterpart, obtaining a commitment from the United States for a financial rescue package that includes a swap line of U.S.$20 billion. Additionally, in the weeks leading up to the October legislative elections, the U.S. Treasury intervened directly in the Argentine market with the explicit objective of maintaining exchange rate stability and ensuring an adequate context for the legislative elections.
The ruling party won decisively, obtaining 41% of the national vote compared to 34% for its main opposition. The remaining votes were distributed among provincial and moderate forces, which under certain reasonable conditions may support the reform agenda in Congress. The market reacted with euphoria: the Merval index gained 45% in a few days and country risk fell to 600 basis points.
The economy suffered less from the volatility surrounding the October elections than from the IMF agreement in April. INDEC’s GDP estimator grew 1.4% between July and September, with a significant portion of the variation explained by financial intermediation. Inflation continued to accelerate to 2.5% monthly in November, again affected by rising beef prices.
Revitalized by the electoral victory, in December the government submitted several bills to the new Congress. The most significant is the labor reform, which relaxes conditions for overtime and vacations, creates a new regime for delivery app workers, and establishes the Labor Assistance Fund (FAL), a mandatory capitalizable fund with monthly contributions of 3% of remuneration, intended for the payment of severance indemnities. To avoid increasing labor costs, it reduces contributions to SIPA (Integrated Argentine Pension System) by the same amount. With the aim of promoting formal employment, it also reduces employer contributions from 18% to 5% for employees without formal experience, among other measures, and cuts corporate income tax rates.
The government maintained fiscal discipline during 2025. It accumulated a primary surplus of 1.4% of GDP and an overall fiscal surplus of 0.2%. The elimination of the PAIS tax and temporary reductions in export duties were offset by higher collection from social security contributions and the fuel tax, among other sources. The labor reform entails a fiscal cost of 0.8% of GDP, while the 2026 budget does not contemplate an expenditure adjustment to compensate for it.
The Central Bank also eased exchange rate policy in December, announcing that the bands would be adjusted according to the CPI. It also published a base scenario in which it would purchase U.S.$10 billion in reserves during 2026, in line with the growth of the monetary base. The market received the announcements positively and country risk fell below 600 basis points, helping the government issue a dollar-denominated bond at rates of 9%. With maturities of U.S.$20 billion throughout 2026, regaining access to international markets is one of the priorities of the economic program.
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The economy closed 2025 with annual inflation of 31.5%, the lowest since 2017. GDP grew by approximately 4.4%, but with 4.2 percentage points of statistical carryover from 2024 and a preponderance of the financial sector, agriculture, and extractive industries such as oil and gas or mining, while construction and manufacturing did not recover to the same extent. This heterogeneous growth was reflected in a sluggish labor market. According to SIPA, in the first nine months of 2025, 87,000 formal private sector wage-earning jobs were lost. The unemployment rate fell from 6.9% in the third quarter of 2024 to 6.6% in the same period of 2025, apparently due to the creation of 200,000 informal jobs. Recovering formal employment is another challenge for 2026.
Year 2024
According to the IMF’s estimates, the global economy grew by 3.2% in 2024, a rate similar to the 3.3% recorded in 2023. Global inflation continued to moderate, decreasing from an annual average of 6.7% to 5.8%, moving away from the peak of 8.6% observed in 2022. The United States surprised with a 2.8% growth in 2024, while the Eurozone grew only 0.8%, still impacted by the weight of the war in Ukraine. Emerging countries expanded at an annual rate of 4.2%, a slightly lower pace than in 2023. Latin America grew by 2.4% in 2024, with better-than-expected performance from the Brazilian economy, which expanded by 3.5%. On the other hand, Mexico’s growth slowed from 3.2% to 1.5%, following a strong depreciation of the Peso after the June elections. Uruguay grew around 3.2%, recovering from the 2022/23 drought. The Chilean economy expanded by 2.5%, while Colombia experienced weak growth at 1.6%.
Inflationary pressures that emerged during the Covid-19 pandemic began to dissipate between 2023 and 2024. Between mid- and late 2024, central banks began to ease the stringent monetary policies they had adopted to contain rising prices, without affecting stable growth rates in most cases. The United States Federal Reserve cut its monetary policy rate from a range of 5.25–5.50% in September to 4.25–4.50% in December 2024, signaling further cuts toward 3.75–4% by the end of 2025. The European Central Bank, concerned about further cooling of economic activity, began reducing its interest rate in June, lowering it from 4% in that month to 3% by the end of 2024.
This relative economic stability contrasted with increasing geopolitical tension and highly polarized elections in some of the world’s most important countries. The war between Russia and Ukraine entered its third year, the conflict between Israel and Hamas escalated, involving Lebanon and Iran directly, and the Syrian government fell to a jihadist offensive, bringing even more uncertainty to the Middle East. China intensified its military exercises near Taiwan, raising fears of a potential invasion of the island.
In November 2024, Donald Trump was elected president of the United States for the 2025–29 term, his second term after 2016–20. Trump won an election marked by discontent with the U.S. economy. Frustration with the new post-pandemic price levels is a phenomenon observed in many countries, despite similar or higher wage increases. During his campaign, Trump promised to implement an expansionary fiscal policy and a strongly protectionist trade policy, particularly regarding Chinese imports. This led to interest rate hikes, depreciation of currencies such as the Euro, the Mexican Peso, and the Brazilian real, and conditioned expectations of further monetary policy loosening in the United States. However, he appointed a fiscally-minded fund manager to the Treasury, which generated a positive reaction in the markets. The S&P 500 index rose 23.3% in 2024, reaching a new high of 5,881 points. The Nasdaq 100 index advanced 24.9%, reaching 21,012 points. For more information, see “Risks related to Argentina—The Argentine economy could be adversely affected by economic, political and geopolitical developments in other countries.”
The Chinese economy is estimated to have grown by 4.8% in 2024, below the 5.2% growth rate of 2023. Furthermore, projections for the coming years indicate a continued deceleration. The inflation rate was 0.2% annually, unchanged from the previous year. In 2024, China recorded a fiscal deficit of 5.2% of GDP, while the current account posted a surplus of 1.6 percentage points of GDP. The Shanghai Composite stock index rose by 12.7% throughout the year.
Other significant elections in 2024 included those in the United Kingdom, where the Labour Party returned to power after 14 years; in Mexico, where the MORENA coalition maintained control; and in India, where Narendra Modi was re-elected. The European Parliament elections showed a strong rise in parties critical of the Union, while liberal and social-democratic center proposals saw a decline. In Uruguay, the Frente Amplio returned to power after five years, although a referendum rejected the reform of the social security system.
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Unemployment in developed countries remains very low: the rate stands at 4.1% in the United States and 6.3% in the Eurozone. The IMF and other multilateral organizations forecast stable growth for 2025, similar to that of 2024, across most countries, while inflation takes a secondary role. However, there are risks that geopolitical instability may adversely impact the global economy, potentially resulting in a new shock to commodity prices or escalating trade tensions and protectionism in the United States, Europe, and China.
The Argentine economy contracted by approximately 2.4% in 2024, marking the second consecutive year of recession following a 1.6% contraction in 2023. This period was characterized by the significant exchange rate and fiscal adjustments initiated by the government of Javier Milei upon taking office in December 2023, leading to a sharp contraction of economic activity in the first quarter of the year and a slow recovery in subsequent quarters, facilitated by exchange rate stability and gradual inflation reduction. A 34% rebound in agricultural activity, following the 2022-23 drought, helped mitigate the decline in GDP. The “urban” recession was nearly 6%.
On December 10, 2023, Javier Milei assumed the presidency amid an inflationary surge, with monthly double-digit inflation rates and a gap between the official exchange rate of the U.S. dollar and other exchange rates nearing 180%, a result of fiscal and monetary policies implemented by the previous government and the high electoral uncertainty. The economy finished the year with significant imbalances across all sectors. In fiscal terms, the primary and overall deficits reached 2.7% and 6% of GDP, respectively, due to a sharp increase in spending during the electoral campaign between August and November and the weakening of tax revenues stemming from declines in exports and economic activity. In monetary and exchange terms, negative international reserves and the Central Bank’s substantial indebtedness with the Financial System also reflected the severe deterioration of the economy, whose magnitude and solution became a central issue in the electoral proposals of the candidates and the uncertainty associated with the elections.
Javier Milei assumed office with the mandate to stabilize the Argentine economy by eliminating inflation, reducing the role of the state, and deregulating the economy to integrate it into the global market. This initiative was reflected in several laws enacted throughout the year, primarily the Ley de Bases, the Fiscal Reform (Law No. 27,743), which accompanied it, and, given the government’s minority status in both Chambers of Congress, also in numerous Decrees of Necessity and Urgency, the most important of which was DNU 70/2023, issued in December 2023.
Upon taking office, Milei’s economic team devalued the official exchange rate from Ps.366 to Ps.800 per U.S. dollar, bringing it closer to parallel exchange rates that exceeded Ps.1,000 per U.S. dollar. This narrowed the exchange rate gap from 180% to 25%, although the continued existence of exchange controls did not eliminate the gap. The Central Bank announced a 2% monthly devaluation target, with no specified end date, which remained in place throughout 2024. It also reduced the monetary policy interest rate from 133% to 100% nominal annual rate.
From the Ministry of Economy, numerous price agreements on food, medications, and regulated services such as healthcare were deregulated. The result was an inflationary spike, with the monthly rate rising from 12.8% in November 2023 to 25.5% in December and 20.6% in January 2024. The annual inflation rate for 2023 closed at 211.4%, the highest figure since the end of hyperinflation in the early 1990s.
By not immediately indexing pensions or public sector salaries, the inflationary acceleration allowed for a 35% real year-on-year reduction in primary expenditure during the first quarter of 2024. Initially, the largest savings came from reductions in pensions, social security benefits, and other social programs (-27%), as well as from public sector salaries (-20%). The government also froze public works (-87%) and drastically cut transfers to the provinces (-76%). Starting in April, pensions were indexed, but the full loss from the first quarter was not compensated. The focus of the adjustment remained on public works, provinces, and national universities, and the government began moving toward the elimination of energy and transportation subsidies, reducing spending in this area by 34% over the year. As a result, the primary deficit of 2023 was transformed into a primary surplus of 1.9% of GDP in 2024. With interest payments at 1.6% of GDP, the fiscal result was a surplus of 0.3% of GDP, the first positive balance since 2008.
The gross public debt of the Federal Government reached U.S.$. 466,686 million by the end of 2024, compared to U.S.$. 370,673 million in December 2023. The majority of the increase was due to valuation adjustments caused by the appreciation of the exchange rate, which led to an increase in local currency debt expressed in U.S. dollars. A smaller portion of the increase was due to net operations. It is worth noting that there was a transfer of remunerated liabilities from the Central Bank to the Treasury, which contributed to improving the former’s balance and the latter’s cash position. We estimate that the gross debt at the end of the year represented 71.5% of GDP, while the net debt (excluding the public sector) was 39.5%.
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The government also reduced the national public sector workforce by 37,000 employees and, as part of a broad state adjustment plan, promoted the privatization of several public companies, including Intercargo, Aguas y Saneamiento Argentinos (AySA), Energía Argentina (ENARSA), and Belgrano Cargas. However, the only privatization successfully completed was that of IMPSA S.A.
The scheduled 2% monthly devaluation of the official exchange rate was maintained throughout 2024: the exchange rate rose from Ps.808 to Ps.1,032 per U.S. dollar, representing a variation of 27.7%. According to the authorities, the unification of the exchange markets was intended to occur through the gradual convergence of unofficial exchange rates with the official rate, without the need for another discrete devaluation of the latter, driven by a scarcity of Pesos in the market. After increasing to 50% in January, the gap decreased to 24.5% in April and rose again to 50.6% in June due to what was understood to be an overly aggressive reduction in the interest rate and some doubts regarding the program’s viability. The Central Bank did not change the devaluation pace of the official rate and announced that it would sterilize the Pesos issued from the purchase of the official exchange surplus by selling foreign currency in the unofficial exchange markets. This announcement, along with the influx of U.S. dollars generated by the tax amnesty in the second half of the year, helped control parallel exchange rates. The gap with the official rate fell to below 10% in some months and ultimately closed around 16% in December 2024. There were partial advances in the lifting of restrictions on foreign exchange trading for foreign trade, but the 20% liquidation requirement on export earnings through the “dollar blend” (contado con liquidación) was maintained, as were cross-restrictions on purchasing U.S. dollars in the official market and through the trading of bonds (dólar mep) and other controls.
After the initial inflation spike, the monthly inflation rate dropped from 20.6% in January to 13.2% in February, 11% in March, and 8.8% in April. The severe recession and the exchange rate anchor, along with the change in expectations resulting from several months of fiscal surpluses, contributed to this initial decrease in inflation. However, between May and August, the monthly inflation rate remained around 4%, due to the difficulty in breaking inflationary inertia. In September, the reduction of the so-called PAIS tax on imported goods, along with other tariff and non-tariff barrier reductions, and the coordination of wage negotiations, allowed the inflation rate to break below 4%, reaching 3.5% in that month and 2.7% in October. Monthly inflation was 2.4% in November and 2.7% in December, closing the year with a total variation of 117.8%, lower than most private sector forecasts made at the beginning of 2024.
The Central Bank consistently reduced its monetary policy interest rate throughout the year. Initially, the goal was to improve its balance by reducing its real remunerated liabilities, which fell from 8.9% of GDP in December 2023 to 6.5% in June, before being transferred to the National Treasury. In the same context, it substantially reduced its exposure to the sale options of Treasury bonds that were sold to the Financial System during the previous administration, both through the partial execution of these options and by an exchange agreement with financial institutions holding them.
Within the framework of a policy aimed at improving the Central Bank’s financial situation, it reduced the policy interest rate from 133% to 100% nominal annual rate (TNA) in December 2023, and then from 100% to 40% between January and May 2024, with no impact on the foreign exchange markets. However, this last reduction left the effective monthly rate at 3.3%, below the monthly inflation rate of around 4%, which impacted the unofficial exchange rates. Since then, the objective of monetary policy shifted from reducing remunerated liabilities to maintaining a neutral rate relative to monthly inflation. As a result, the Central Bank kept the rate at 40% until November, when, due to the decrease in inflation, it reduced it to 35% TNA, and then to 32% in December, with an effective monthly rate of 2.7%, in line with inflation. The rate cuts also aimed to stimulate credit to the private sector as a means of reactivating the economy and consumption, considering the sharp decline in real wages.
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According to the INDEC index, formal private sector wages fell by 14% in real terms during the first quarter of 2024, the largest drop in such a short period since the 2001-02 crisis. The decline was even greater—24% in real terms—when considering the RIPTE index from the Ministry of Labor, which does not account for bonuses and other non-wage components. From that low point, wages began to recover slowly. By the third quarter, the INDEC index was 16% above the summer months, but still 11% below the same period in 2023.
The recovery was primarily observed in the formal private sector. By the third quarter of 2024, public sector wages were still 22% below their real level from a year earlier, a decline twice as large as that of the private sector.
GDP contracted by 5.2% year-on-year in the first quarter and 1.7% in the second. However, the decline between April and June was tempered by an 81.2% growth in agricultural activity. The high growth rates in the agricultural sector were due to the comparison with 2023, when activity was very low due to the drought. The rest of the economy contracted by 7.2% in the second quarter. The recession was particularly felt in the construction (-18.8%), manufacturing (-11.3%), and commerce and transport (-9.6%) sectors, which are also the main employers. The unemployment rate rose from 5.7% in the third quarter of 2023 to 6.9% in the same period of 2024. According to the statistics from the social security system (SIPA), 122,600 formal private sector jobs were lost in the first half of the year.
In the third quarter of 2024, the economy grew by 3.9% compared to the second, although it was still 2.1% below the same period in 2023. Besides exchange rate stability and the slow recovery of real wages, some sectors like extractive industries, primarily oil and gas but also mining, showed accelerated growth rates (+7.4%). In mass consumption, the outlook remained negative, with year-on-year declines in supermarket sales (-17.8%) and shopping malls (-7.8%). It is estimated that the economy as a whole contracted by 2.4% in 2024, with much larger declines in urban centers, where the drop approached 6%. By the end of the year, the outlook appears more favorable as the most acute phase of fiscal and exchange rate adjustment has already passed.
Disinflation and the prospects of emerging from the crisis allowed the government of Javier Milei to maintain very high approval ratings during its first year, despite the sharp fall in real incomes during the first quarter. According to the government confidence index from the Universidad Di Tella, in December, 53.2% of respondents had a favorable view, a figure higher than any other president at this point in their term since the survey began in 2002. The consumer confidence index also stood at 46%, recovering from the low of 35.6% in January 2024.
Year 2023
According to IMF estimates, the world economy grew 3 % in 2023, following a 3.5 % expansion in 2022. Headline inflation moderated from 8.7% to 6.9% and is expected to fall further to 5.8% in 2024. In the United States and the Euro zone, the inflation was around 3% (2.9% in Europe and 3.4% in the United States), moving closer to the central banks’ target after two years of above-normal records.
This disinflation without recession was the result of the normalization of international trade after the Covid-19 pandemic, greater stability in commodity prices, and the continuity of the contractionary monetary policy that most central banks undertook in 2022. The sharp rise in interest rates had less impact on activity than expected, but contributed to the failure of four United States banks between March and July, an episode that brought echoes of the 2008 financial crisis, although it was contained through the intervention of the Federal Reserve and the deposit guarantee scheme (FDIC).
2023 was also marked by increasing geopolitical tension. The Russia-Ukraine war entered its second year; the Hamas terrorist attack on Israel in October escalated the conflict in the Middle East; and China raised its militaristic rhetoric regarding Taiwan. Many United States companies are relocating from China to countries such as Mexico, which share low labor costs but are politically aligned with the West, a phenomenon that has been given the name “nearshoring.” These tensions threaten to spill over into the global economy in the form of new disruptions to value chains and inflationary shocks to commodity prices, especially oil. As a consequence of the ongoing conflict between Israel and Hamas, which already involved several jurisdictions (given that Israel has received attacks from Hezbollah cells spread across the region -which in many cases it responded to-), on, April 13, 2024, Iran launched an unprecedented attack on Israel in a new escalation of the violent situation in the Middle East. Iran’s offensive is in retaliation for an Israeli attack on its consulate in Damascus, Syria, which resulted in the death of an Iranian military commander. This attack signals the beginning of an open conflict between two nations, and it cannot be assured that there will be no other countries involved. As of the date of this annual report, the conflict is ongoing, and the potential consequences of a broader regional escalation remain uncertain.
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According to NASA, 2023 was the hottest year on record, influenced by the “El Niño” phenomenon. Climate change continues to gain place in the public, political and also business agenda, with the issuance of ESG bonds, or sustainability-related bonds, in the order of U.S.$800 billion per year in 2023 and 2022.
Within the developed countries, the United States led in terms of growth with GDP expansion estimated at 2.6% for 2023. The Euro zone grew 0.7%, well below the 3.3% of the previous year, with the impact of the war in Ukraine. Emerging countries grew at a stable rate of 4%. Growth in China accelerated from 3% to 5%, thanks to the elimination of the strict sanitary controls applied during the pandemic, although the real estate sector is still in crisis and many developers went bankrupt. The Chinese boom was offset by the slowdown in India, which went from growing 7.2% in 2022 to 6.3% in 2023, and in Latin America, which failed to sustain the 4.1% pace of the previous year and grew 2.3% according to International Monetary Fund estimates.
After raising the Fed Funds rate from 0-0.25% to 4.25-4.5% in 2022, the Federal Reserve raised it another 100 basis points between January and July 2023 to the 5.25-5.50% range, maintaining it at that level thereafter. The European Central Bank, which had raised the rate from 0% to 2.5% the previous year, raised it to 4% in September 2023. With inflation falling, policy rate cuts of between 50 and 150 basis points are expected in 2024, although without returning to the near 0% rates of the previous decade.
International stock markets recovered from the sharp declines of the previous year. The S&P 500 index, which had fallen 19% in 2022, rebounded 24 % in 2023. The Euro Stoxx index was down 12% and is now up 19%. The yield on 10-year US Treasury bonds showed a lot of volatility, climbing from 3.9% in January to a peak of almost 5% in October, but closed the year at 3.8%. The cryptocurrency Bitcoin, which had lost 64 % of its value in 2022, rebounded 157 % in 2023, ending the year at U.S.$42,505.
Unemployment is at historic lows in developed countries: the rate is 3.7% for the United States and 6.4% in the Eurozone. Most forecasts agree that economic growth in 2024 will be similar or slightly lower than in 2023. The battle against inflation is entering its final stage. However, the risk of a new geopolitical shock in 2024, stemming from the aforementioned conflicts in Europe, the Middle East and Asia or from the US presidential elections in November, cannot be minimized.
After growing by almost 5% in 2022, the Argentine economy contracted by 1.6% in 2023, hit hard by the drought in the core region during the first half of the year and the instability associated with the presidential elections in the second half of the year. Agricultural activity plunged by more than 20%, which illustrates the severity of the drought, comparable to those of 2009 or 2018. It also shows the resilience of the other sectors, which grew 0.4% as a whole despite high inflation, exchange rate volatility and the lack of inputs in many items as a result of import restrictions.
The three-stage presidential election, with primaries on August 13, a first round on October 22 and a second round on November 19, had a profound impact on the economy. The candidate of the ruling party was the former Minister of Economy Sergio Massa. In the second half of the year, the minister and candidate decided to delay the scheduled adjustments in utility tariffs and the official exchange rate, a decision that deepened the fiscal, external and relative price imbalances of the Argentine economy. In turn, the opposition candidate Javier Milei, winner of the primaries and elected president in the second round, made as a campaign proposal the dollarization of the economy and the closing of the central bank, a discourse that exacerbated the exchange rate volatility, although he moderated these proposals in view of the second round.
The Central Bank’s strategy regarding the official exchange rate varied throughout the year. Until the August primaries, the Central Bank increased the official exchange rate at an average rate of 6.6% per month, taking it from $177.13 at the end of 2022 to $287.29 on August 11, 2023. This devaluation, lower than the accumulated inflation in the period, led to a loss of exchange competitiveness, aggravated by the shortage of foreign currency due to the drought. After the primaries, the Central Bank allowed a discreet 22% jump in the official exchange rate to $ 350 per U.S. dollar, fixing this value for three months as an anti-inflationary strategy. However, the devaluation proved insufficient to balance the exchange market and in the last quarter the Central Bank had to strongly restrict foreign trade, so that import payments fell to the lowest levels since the 2020 quarantine. As of November 15, the Central Bank began to raise the official exchange rate at a rate of 4.6% per month. After the change of government, on December 13, the incoming administration raised official exchange rate from $366.50 to $800.00, a discrete jump of 118%, and announced that from then on it would run at a rate of 2% per month. This decision allowed compressing the gap with the blue chip rate to 20% at the end of December, the lowest level in four years, after having hovered around 113% throughout the year and reached peaks of 181% after the second round.
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Year-on-year inflation doubled from 94.8% in 2022 to 211.4% in 2023, with successive accelerations in line with jumps in the official or parallel exchange rates. The monthly rate first climbed from 5.1% in December 2022 to 8.4% in April 2023, driven by a jump in the blue chip rate from $ 368.12 to $ 472.64 in a few weeks and expectations of a further devaluation of the official exchange rate from the drought. However, in June and July the monthly rate moderated to 6% and 6.3%, respectively. The exchange rate jump that followed the defeat of the ruling party in the August primaries accelerated monthly inflation to 12.4%, surpassing the April 2002 record and marking a new maximum since 1991. In September a similar inflation was measured, but the fixing of the official dollar and the freezing of utility and fuel rates managed to lower the monthly record to 8.3% in October. In November it rose again to 12.8% and after the 118% devaluation and the liberalization of several regulated prices, monthly inflation climbed to 25.5% in December 2023. The variation of the core index was even higher, 28.3% monthly, and the price of food and beverages increased 29.7% in the last month of the year.
Despite these difficulties, the Argentine economy grew at an annual rate of 1.4% in the first quarter of 2023. In the second quarter it fell 5% as a result of the drought: the agricultural component of GDP was 40.1% below the same period of 2022, while the rest of the economy fell 0.7%. In the third quarter, GDP contracted by 0.8% and in the last quarter it grew by about 1.3%, due to the low base of comparison with the end of 2022, when the drought was already affecting the wheat harvest.
The impact of the drought, caused by the “La Niña” weather phenomenon, reduced the soybean harvest from 43.3 M tons in 2022 to 21 M tons in 2023, corn from 52 M tons to 34 M tons, and wheat from 22.4 M tons in the 2021/22 season to 12.2 M tons in the 2022/23 season. The loss of exports is estimated at U.S.$20 MM. The collection of export duties by the national government dropped from 1.8% to 0.6% of GDP, aggravating the fiscal crisis. This drought, among the most severe of the 21st Century, also had ramifications on the transportation and food industries and the regional economies of the core zone.
As a result, exports fell 24.7% in U.S. dollar terms and totaled U.S.$66.6 billion during the year. At the same time, imports fell 8.9%, totaling U.S.$74.2 million. The SIRA system implemented in October 2022, which made import approvals more discretionary, was in place for practically all of 2023. Thanks to the drop in international prices and the completion of the Néstor Kirchner Gas Pipeline, the energy deficit was reduced from U.S.$4.4 billion in 2022 to U.S.$0.5 billion in 2023.
The Central Bank lost practically half of its gross reserves, from U.S.$44.6 billion in December 2022 to U.S.$23.1 billion at the end of 2023. Although it agreed with the International Monetary Fund an advance of funds for U.S.$7.3 billion in August, net payments to the organization amounted to U.S.$0.9 billion. The drought and the government’s policies led to a breach of the fiscal and exchange rate targets agreed in 2022 and, at the end of December, the agreement with the IMF was virtually collapsed while awaiting a negotiation with the new government. Until December, the Central Bank had to sell U.S.$1.6 billion in the foreign exchange market and intervened with U.S.$9.6 billion in the bond and futures market.
Extractive industries, which include mining and hydrocarbon exploitation, grew around 7.4% in 2023, standing out as the best performing sector based on favorable international prices and both public and private investment. They were followed by hotels and restaurants (+5.8%), which continued to enjoy the post-pandemic boom, and construction (+1.6%). Retail trade managed to grow 1 % for the year despite the deterioration of real wages, while manufacturing industry contracted 0.8 %. Transportation and communications (-1.2%) and financial intermediation (-2.3%) were other sectors that lost weight in the economy in 2023.
The drop in the level of activity did not translate into higher unemployment. The unemployment rate fell from 6.3% in the fourth quarter of 2022 to 7.1% in the third quarter of 2023, although it will probably have returned to the 5.7% zone in the last quarter of 2023. Registered private employment grew in monthly terms through September. However, the informality rate rose to 37%, reaching the highest levels since 2007. Growing informalization was one of the main problems in the labor market, together with the fall in real wages. Although the purchasing power of informal workers’ wages fell the most, the purchasing power of dependent workers fell by around 2% according to the SIPA (Sistema Integrado Previsional Argentino) index of the Ministry of Labor.
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As regards the fiscal accounts, in the first half of the year the government showed a willingness to reduce public spending by adjusting public service tariffs and reducing spending in real terms on pensions and social programs. Tax policy was erratic: in July the tax base of the PAÍS tax on the purchase of foreign currency was broadened, raising 0.4% of GDP in a few months by charging on freight, imports of services and non-essential goods. But in September a VAT refund program was implemented which lasted until the end of the year and in October Congress raised the minimum non-taxable income tax for individuals from 6 to 15 minimum salaries. The fiscal cost of both measures was 0.3% of GDP for the national government, in addition to taking resources away from the provinces as these are co-participable taxes. In short, and notwithstanding the reduction in inflation-adjusted spending, the 2023 primary deficit closed at around 2.6% of GDP, similar to that of 2022 but with the help of the revenues from the 5G frequencies bidding and the advance payment of taxes to be collected in 2024. After interest payments, the fiscal deficit amounted to 4.7% of GDP.
Money market and Argentine financial system
Information presented in this section has been prepared in accordance with economic indicators and historical information of the financial system, as published by the Central Bank of Argentina or INDEC and therefore has not been adjusted for inflation.
In 2025, the Monetary Base grew 44.5% from peak to peak, or 13.6% in real terms, accompanying the recovery in money demand that began in 2024. The base increased from Ps.29.7 trillion to Ps.42.9 trillion. This Ps.13.2 trillion increase was largely driven by the reduction of remunerated liabilities of approximately Ps.6.5 trillion and the transfer of Central Bank profits to the Treasury of approximately Ps.12 trillion, which were partially offset by foreign currency sales and other operations with the National Treasury. The monetary aggregate M2 grew 34.3% during 2025, rising from Ps.63 trillion to Ps.84.6 trillion.
In April, the Central Bank proceeded with the elimination of most foreign exchange restrictions for individuals and implemented a new floating band regime within the framework of a new agreement with the IMF. Later, in July, the Central Bank decided to unwind the LEFI scheme, which had been the instrument used to replace the former LELIQs and other remunerated liabilities of the monetary authority that served to control monetary expansion and daily bank liquidity. Banks were required to replace their holdings of these instruments with short-term Treasury securities such as LECAPS, secured loans (cauciones), and repos, which complicated daily liquidity management and caused significant volatility in interest rates.
At the same time, the Central Bank stopped setting a monetary policy rate. Interest rates became largely endogenous and dependent on money market dynamics. A significant portion of monetary policy shifted to the Treasury, as it influenced rates and the money supply through its biweekly debt auctions. Finally, the Central Bank began operating in the simultaneous repo market, which established a floor for interest rates and marked the reappearance of remunerated liabilities.
On the other hand, due to uncertainty during the pre-electoral period, when the exchange rate remained under strong pressure and the Central Bank and Treasury were forced to sell foreign currency to keep the exchange rate within the floating band, the Central Bank implemented a tightening of monetary policy as a strategy to avoid depreciation. As a result, reserve requirements were raised and the calculation of minimum cash reserve integration in Pesos was modified to make it more stringent. This caused periods of stress in interest rates, which rose to very high levels and exhibited marked volatility.
Once the electoral period had passed, the Peso market began to normalize, and interest rates returned to levels more aligned with inflation. The average TAMAR rate in December was 31.4%, compared to 35.2% a year earlier and more than 50% recorded during the pre-electoral period.
The Argentine financial system began 2025 continuing the strong remonetization process that had started in 2024, driven by the reactivation of economic activity. This process of growth in money demand and credit was reflected in year-over-year increases in total deposits that were above 20% in real terms on average during the period from February to July. From that point on, the remonetization process was interrupted by the electoral process and increased uncertainty. Real deposit balances fell between July and November and only recovered in December, once the elections had passed.
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In real terms, private sector deposits in Pesos grew 7% between December 2024 and the same month of 2025. However, on an annual average basis, they remained 18.7% below 2023, suggesting that there is still room for remonetization. Total Peso deposits ended the year at Ps.133 trillion, with Ps.104 trillion in private sector hands. This represented 13.4% and 10.2% of GDP in the last quarter of 2025, respectively. At the end of 2024, these figures were 12.8% and 9.7% of GDP, respectively.
The U.S. dollar segment also performed well. After the strong increase in 2024, driven by the asset regularization regime, U.S. dollar deposits declined but recovered again starting in April, once restrictions on foreign currency purchases for individuals were eliminated. Private U.S. dollar deposits increased 17.5% between December 2024 and December 2025, reaching U.S.$37 billion, the highest nominal level in the last 20 years.
Disinflation and fiscal balance, which reduced public sector financing needs, led to strong growth in private credit. Peso loans grew 31.5% in real terms between December 2024 and December 2025, reaching Ps.90 trillion, despite the slowdown experienced in the second half of the year caused by rising interest rates and electoral uncertainty. Over the same period, U.S. dollar loans grew 88.9%, reaching U.S.$18.7 billion, the highest level since the exit from Convertibility, driven by increased bank liquidity in foreign currency. In the fourth quarter, total credit to the private sector reached 11.5% of GDP, the highest level since 2019. Secured loans had the highest growth at 95% in real terms, followed by consumer loans with 31%.
In this context of private credit expansion and fiscal adjustment in the public sector, banks managed to reduce their exposure to the public sector. The share of Treasury bonds and Central Bank instruments in bank assets decreased from 36% in December 2024 to 27.8% in October. The deceleration of inflation, together with wage stagnation and rising interest rates, caused delinquency to increase during 2025. In October, portfolio irregularity reached 7.8% for household loans, compared to 2.5% a year earlier, while for corporate loans it remains at low levels, reaching 1.9%, compared to 0.7% in October 2024.
Following the ruling party’s decisive victory in the 2025 midterm elections, Argentina’s political and economic landscape is poised to undergo a drastic paradigm shift. The electoral result has been interpreted as not only consolidating the rejection of populist policies but also granting the Government a mandate for governance and reforms, together with the largest minority bloc in Congress to carry it forward. This new political configuration allows the economic team to transition from a defensive stabilization phase to an offensive phase of structural reforms, with a focus on the definitive normalization of macroeconomic conditions.
Unlike 2025, when the absolute priority was rapid disinflation, in 2026 the Government has begun to weigh objectives of reserve accumulation and recovery of economic activity levels. In this regard, a transition toward a more flexible exchange rate regime is expected. While the band system is projected to be maintained, the recent recalibration that adjusts the pace of depreciation to past inflation seeks to provide the Central Bank with greater capacity to purchase foreign currency at the cost of weakening the exchange rate anchor in an economy that still retains a strong propensity to use the dollar as a unit of account and store of value, which requires fiscal and monetary policies to play an even more important anti-inflationary role than before.
The ambitious program to purchase U.S.$10 billion annually initiated in January 2026 will be the key variable to monitor, as net reserves remain under stress. Another milestone expected in 2026 is the return to international debt markets, in a context where country risk compressed below 600 basis points following the October 2025 legislative mid-term elections and is expected to reach the 450 basis point range if the reserve purchase plan is consolidated. Additionally, the complete removal of foreign exchange controls remains a major pending issue.
The disinflation process is expected to continue, although at a more gradual pace given the prioritization of reserve accumulation and the absence of a nominal anchor as clear as exchange rate policy has been in the previous period.
Regarding economic activity, after months of stagnation in 2025, we expect the Argentine economy to begin a more solid recovery in early 2026. Projected growth is 3.5% for this year and will be led by strategic sectors such as agriculture, mining, hydrocarbons, and the financial sector, together with a rebound in construction thanks to a more competitive exchange rate and the return of public works. Credit is expected to serve as a major driver of growth.
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The commitment to “zero deficit” will remain unchanged. After achieving financial surplus in 2025 and 2024, we estimate that 2026 will again close with balanced accounts. The fiscal strategy for this year contemplates the challenge of continuing to reduce taxes despite increases in social spending and public works. To achieve this, higher tax collection linked to economic activity and labor formalization will be necessary. If there is fiscal room, we expect progress on the reduction of distortionary taxes, such as export duties and the financial transactions tax.
On the legislative front, the Government will leverage its new parliamentary weight to accelerate labor and tax reforms. These changes are considered essential to boost formal job creation and attract foreign investment.
In 2024, the Monetary Base grew by 209% from peak to peak, nearly double the annual inflation rate, signaling a strong recovery in money demand following the collapse of 2023. The base increased from $9.6 trillion to $29.7 trillion. This $20.1 trillion increase was largely driven by interest payments of $11 trillion concentrated in the first half of the year, the purchase of foreign currency amounting to $1.9 trillion, and other factors totaling $7.2 trillion. In turn, the Central Bank contracted the base through operations with the National Treasury amounting to $12 trillion and the issuance of Fiscal Bills (LEFIS) worth $8.9 trillion.
This contraction was part of a strategy to transfer the Central Bank’s remunerated liabilities—first, LELIQs and later, repos—onto the National Treasury. The Central Bank stopped renewing these instruments upon maturity and allowed the Treasury to absorb them via the issuance of Capitalizable Bills (LECAPS) and the mentioned LEFIS. Through this operation, the government sought to eliminate a source of monetary issuance. However, in the second half of the year, as private credit reactivated, banks started unwinding their LEFIS positions to obtain liquidity for loans, another source of monetary expansion. Monetary aggregates like M2 grew by 121% in 2024, rising from $28.8 trillion to $63.6 trillion.
In July, the Central Bank also announced that it would intervene in unofficial exchange rates, using U.S. dollars it had purchased in the official market to sterilize the monetary emission from this route. Initially, this announcement was seen as a way to intervene and reduce the exchange rate gap, which had reached 50%. Despite the announcement, the government never clarified the intervention criteria, and it remained a discretionary and occasional tool to reduce the gap. Another form of intervention in unofficial currency markets was the “blend dollar,” through which exporters must liquidate 20% of their foreign currency in the so-called “contado con liquidación” market, increasing supply in this market.
In March, the Central Bank eliminated minimum rates for fixed-term deposits in anticipation of reduced inflation and in line with increased private sector credit supply derived from a lower public debt holding. The private BADLAR rate in Pesos started the year at 110% TNA and ended at 32%, following successive interest rate cuts by the monetary policy.
The Argentine financial system began the year with a significant decline in its activity relative to GDP due to the severe erosion of deposits in the first quarter, but by December 2024, it had recovered the levels from late 2023. The tax amnesty in the third and fourth quarters, with highly favorable conditions for depositors, contributed to the growth of U.S. dollar deposits. Total deposits ended the year at $131 trillion Pesos, with $107 trillion in private hands, representing 19% and 15% of GDP, respectively, in the last quarter of 2024. At the end of 2023, these figures were 16% and 13% of GDP.
In real terms, private sector deposits in Pesos grew by 4.4% from December 2023 to December 2024. However, on an annual average basis, they remained 28.9% below 2023. It was not until October that the effective monthly rates on private fixed-term deposits aligned with or exceeded inflation. Private U.S. dollar deposits increased by 120% from December 2023 to December 2024, and 45% on average throughout the year, reaching a monthly average of U.S.$32 billion by December. The asset regularization regime, within the framework of law 27,743 on fiscal and relief measures, allowed the legalization of up to U.S.$100,000 without cost, with a 5% rate on amounts above that threshold until the end of October 2024, conditions more attractive than the 2017 amnesty.
Disinflation and fiscal balance, which reduced public sector financing needs, led to strong growth in private credit. Loans grew by 59% in real terms between December 2023 and December 2024, reaching $61 trillion Pesos. In the fourth quarter, private credit reached 8.5% of GDP, the highest level since 2021. Credit in Pesos increased by 51%, while credit in U.S. dollars expanded by 111%. By category, personal loans had the highest growth at 130%, followed by car loans with 48%.
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In this context of private credit expansion and fiscal adjustment in the state, banks managed to reduce their exposure to the public sector. The share of Treasury bonds and Central Bank instruments in bank assets decreased from 51% in April 2024 to 38% in November. Despite the severe recession in the first quarter, delinquency did not increase significantly, reaching around 1.4% for Peso and U.S. dollar loans in private banks by November, compared to 1.5% at the end of 2023. This behavior can be explained by the presence of negative real interest rates and the low level of private sector debt at the beginning of the year.
The monetary base grew by 85% in 2023 measured end-to-end, i.e. less than half that of prices. This reveals that there was a notable drop in the demand for money. The monetary base went from 5.2 trillion to 9.6 trillion Pesos. Of the 4.4 trillion increase, the main factors were interest payments on Central Bank debt of 16 trillion Pesos and purchases of government securities and exchange rate-adjusted bills issued by the Treasury in both the primary and secondary markets for more than 5 trillion Pesos. This was offset by the issuance of debt instruments placed in the banking system for more than 16 trillion Pesos. Net purchases of foreign exchange totaled only U.S.$480 billion, while the Central Bank assisted the Treasury with $1.7 billion in profit sharing and temporary advances. On the other hand, the National Government deposits at the Central Bank during the year amounted to more than 3 trillion, basically as a result of the securities auctions in December.
The monetary policy rate defined as the yield on LELIQS (28-day bonds) started the year at 75 % (TNA) and gradually increased to 133 %, implying an effective yield of 254 %. With the new government, the definition of the monetary policy rate was changed to the TNA of the 1-day passive bonds. The central bank stopped issuing LELIQS and all the liquidity of the banks was concentrated in passive liabilities. The new rate for deposits became 100% per annum.
At the same time, the Central Bank set a minimum rate for retail fixed term deposits of 110%. This was a big change with respect to the past since the BADLAR rate (sample of fixed term deposits of more than one million Pesos) was always below the policy rate. This reduces the incentive for banks to take fixed term deposits and, at the same time, since the interest rate is lower than projected inflation by a wide margin, depositors shifted their deposits to inflation-adjustable fixed term deposits that banks are obliged to take. Simultaneously, the Central Bank extended the minimum term of adjustable deposits to six months and limited them to $ 5 million per customer.
The Central Bank’s liabilities ended the year at 2.4 trillion Pesos, an increase of 179 % with respect to the end of 2022. If we take all interest-bearing liabilities including the remainder of LELIQS and exchange rate adjusted instruments, total interest-bearing liabilities reached 2.8 trillion Pesos. Taking the last quarter of the year, Central Bank instruments represented 9% of GDP, exactly the same as at the end of 2022. Their relative importance will most likely decline during 2024. At the end of 2023, the Central Bank’s interest-bearing liabilities were equivalent to three monetary bases.
The Argentine financial system had a new fall in terms of GDP as a result of interest rates that at almost no time during the year compensated the loss due to inflation. Total deposits reached 46 trillion Pesos at the end of 2023, of which more than 38 trillion Pesos corresponded to the private sector. This represented 16 and 14% of GDP in the last quarter of the year. At the end of 2022 those numbers were 18.4 and 15.4 % of GDP. In real terms, average private deposits in December 2023 were 30% lower than in December 2022. A good part of this drop occurred in December when the Central Bank decided to reduce interest rates at the same time that the adjustment of some relative prices caused inflation to rise. In the previous months, when it was clear that devaluation was inevitable, the Central Bank authorized exchange rate-adjusted deposits for companies with pending import payments. At the same time, it allowed banks to buy Central Bank securities with the same qualities. Once the devaluation materialized, the market began to get rid of these instruments.
In terms of loans, a similar trend was verified. Loans to the private sector fell from 6.6 % of GDP in the last quarter of 2022 to 5.7 % of GDP in the last quarter of 2023, marking a new decline. In real terms, the private sector reduced its debt with the financial system by 25%, as a consequence of the fall in economic activity, a certain tendency towards self-financing and the acceleration of inflation, which reduced medium and long-term loans in the consumer and corporate segment.
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On the other hand, and in view of the minimum interest rates established by the Central Bank for time deposits and the fall in the demand for credit, especially from private sector companies, banks sought to channel their surpluses to debt instruments issued by the Central Bank and/or the Treasury. The former because of the liquidity they provide, as is the case of the Pases and LELIQS, and the latter because it allows them to maintain their purchasing power by adjusting for inflation or the exchange rate, gives them the possibility of acquiring put options on these securities and, thirdly, because part of them could be used to constitute part of the legal reserve. In fact, the banks kept in the Central Bank’s current account about 5% of the deposits. Thus, more than half of the banks’ lending capacity ended up invested in highly liquid public sector instruments.
Selected Financial Data
The following tables present summary consolidated financial data for each of the periods indicated. You should read this information in conjunction with our audited consolidated financial statements and related notes included in this annual report.
Statement of Financial Position Data
Investments in Debt Securities and Equity Instruments
Derivative Financial Instruments
Loans and other financing
Other Financial Assets
Current Income Tax Assets
Investment in associates and joint ventures
Property, Plant and Equipment
Intangible Assets
Deferred Income Tax Assets
Other Non-financial Assets
Non-current assets held for sale
Average Assets
Liabilities at fair value through profit or loss
Other Financial Liabilities
Corporate Bonds
Current Income Tax Liabilities
Provisions
Deferred Income Tax Liabilities
Other Non-financial Liabilities
TOTAL LIABILITIES
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SHAREHOLDERS’ EQUITY
Net Shareholders’ Equity attributable to controlling interests
Net Shareholders’ Equity attributable to non-controlling interests
TOTAL SHAREHOLDERS’ EQUITY
Average Shareholders’ Equity
Figures modified due to the recognition of a prior period adjustment related to the business combination. See note 14.2. to our audited consolidated financial statements as of December 31, 2025 and 2024.
Statement of Income Data
Interest Income
Interest Expense
Net Interest Income
Commissions income
Commissions expense
Net Commissions income
Subtotal (Net Interests income plus Net Commissions income)
Net gain from measurement of financial instruments at fair value through profit or loss
Profit from sold or derecognized assets at amortized cost
Difference in quoted prices of gold and foreign currency
Other operating income
Credit loss expense on financial assets
Net Operating Income before expenses, depreciation and amortization
Total Operating Expenses(3)
Operating income after expenses, depreciation and amortization
Income/(Loss) from associates and joint ventures
Loss on net monetary position
Income before tax on continuing operations
Income tax on continuing operations
Net Income from continuing operations
Net Income for the fiscal year
Net Income for the fiscal year attributable to controlling interests
Net Income for the fiscal year attributable to non-controlling interests
Other Comprehensive Income
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(in thousands of Pesos, except for number of shares, net
income per share and dividends per share)
Foreign currency translation differences in financial statements conversion
On hedging instruments
Profit or losses for financial instruments measured at fair value through other comprehensive income
Share of other comprehensive income of associates and joint ventures
Total Comprehensive Income for the fiscal year
Total Comprehensive Income attributable to controlling interests
Total Comprehensive Income attributable to non-controlling interests
Basic earnings per share(4)
Dividends per share approved by the shareholders’ meeting(5)
Dividends per share in U.S.$ approved by the shareholders’ meeting(6)
Weighted average number of outstanding shares (in thousands)
Includes employee benefits, administrative expenses, depreciation and amortization of fixed assets and other operating expenses.
Net income for the fiscal year attributable to controlling interest divided by weighted average number of outstanding shares.
Not adjusted for inflation.
Dividends per share approved by the shareholders’ meeting divided by the exchange rate as of December 31 of each year.
Selected consolidated ratios:
Profitability and performance
Net interest margin(1)
Fee income ratio(2)
Efficiency ratio(3)
Fee income as a percentage of administrative expense
Return on average equity
Return on average assets
Liquidity
Loans and other financings as a percentage of total deposits
Liquid assets as a percentage of total deposits(4)
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Capital
Total equity as a percentage of total assets
Regulatory capital as a percentage of risk-weighted assets
Asset Quality
Non-performing loans and other financings included in Stage 3 as a percentage of total loans and other financings(5)
Allowances for credit losses as a percentage of total loans and other financings
Allowances for credit losses as a percentage of non-performing loans and other financings included in Stage 3(5)
Operations
Number of branches
Number of employees
Net interest income divided by average interest earning assets.
Commissions income divided by the sum of net interest income plus commissions income.
The efficiency ratio is equal to operating expenses over operating income. Operating expense includes employee benefits, administrative expenses, depreciation and amortization of fixed assets and other operating expenses. Operating income includes net interest income, net commissions income, net gain from measurement of financial instruments at fair value through profit or loss, differences in quoted prices of gold and foreign currency and other operating income.
Liquid assets include cash, cash collateral, reverse repos, instruments issued by Central Bank, other government securities and interbank loans.
As of December 31, 2025, 2024 and 2023, non-performing loans and other financings are calculated according to our internal credit rating grades disclosed in note 52.1 to our consolidated financial statements.
Includes 58 branches of Banco BMA.
Includes 1,411 employees of Banco BMA and its subsidiaries.
Results of Operations
The following discussion of our results of operations is for the Bank as a whole and without reference to any operating segments. We do not manage the Bank by segments or divisions, by customers, by products and services, by regions, or by any other segmentation for the purposes of allocating accounting resources or assessing profitability.
Year Ended December 31, 2025, Compared to Year Ended December 31, 2024
During 2025, our loans and other financings portfolio recorded a 40% year-on-year increase. In line with market trends, our loans-to-deposits ratio increased to 78.2% at the end of 2025 from 68.9% in 2024. Additionally, non-performing loans and other financings as a percentage of total loans and other financings increased to 2.9% at the end of 2025, compared to 1.1% recorded at the end of the previous year. Despite this increase, as of the end of 2025, we continued to maintain a non-performing ratio below the average of private banks in Argentina.
During 2025, the most notable growth in terms of volume was observed in overdraft facilities, personal loans, and other loans (including foreign currency financing), which increased by 119%, 55%, and 53%, respectively. In this regard, we remained among the leading private banks, holding, for example, an 11.8% share of total personal loans within the Argentine financial system.
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During 2025, total deposits increased by 24%, with a markedly different performance in the first half of the year compared to the second half, in line with developments across the Argentine financial system and the broader economy. Time deposits from the private sector recorded an increase of 149%, while demand deposits from the private sector decreased by 6%. We closed 2025 with a 7.9% share of total private sector deposits, above the percentage reached at the end of 2024, with a 6.5% share in private sector demand deposits (non-financial) and 10% in private sector time deposits.
As a result of the recovery in lending to the private sector that began in 2024 and the strong demand experienced during 2025, together with our conservative approach to funding due to its direct impact on results, our liquidity ratio (liquid assets as percentage of total deposits) decreased to 73% of total deposits at the end of 2025, from 79% at the end of the previous year, a level that remains well aligned with market conditions.
The following table sets forth certain components of our statement of income for the years ended December 31, 2025 and 2024:
Interest income
Interest expense
Net interest income
Net commissions income
Subtotal (Net interest income + Net commissions income)
Differences in quoted prices of gold and foreign currency
Net operating income before expenses, depreciation and amortization
Employee benefits
Administrative expenses
Depreciation and amortization of fixed assets
Other operating expenses
Income / (loss) from associates and joint ventures
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Net income from continuing operations
Net income for the fiscal year attributable to non-controlling interests
Net income
Our consolidated net income from continuing operations for the fiscal year ended December 31, 2025, was Ps. 290,705.8 million, a decrease of 32%, or Ps. 138,789.3 million, compared to our net income for the previous fiscal year. This decrease was mainly due to: (i) a decrease of 84%, or Ps. 2,464.5 billion, in the net gain from measurement of financial instruments at fair value through profit or loss; (ii) an increase of 279%, or Ps. 396,208.8 million, in credit loss expense on financial assets; (iii) a decrease of 88%, or Ps. 189,612.2 million, in gain from exchange rate differences; (iv) an increase of 400%, or Ps. 176,315.9 million, in income tax charge; and (v) an increase of 5%, or Ps. 43,766.2 million, in other operating expenses.
This decrease was partially offset by: (i) an increase of 44%, or Ps. 946,304.1 million, in net interest income; (ii) an increase of 20%, or Ps. 128,165.8 million, in net commission income; and (iii) a decrease of 66%, or Ps. 2,050.5 billion, in the loss on net monetary position.
For the fiscal year ended December 31, 2025, net interest income totaled Ps. 3,075.0 billion, an increase of 44%, or Ps. 946,304.1 million, compared to the net interest income for the previous year. This increase in net interest income was driven by an increase in interest income of 8%, or Ps. 368,102.5 million, and a decrease in interest expenses of 23%, or Ps. 578,201.5 million.
The components of our interest income for the years ended December 31, 2025 and 2024 were as follows:
Interest on Cash and bank deposits
Interest from government securities
Interest from private securities
Interest on loans and other financing
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To the non-financial public sector
To the non-financial private sector
Interest on overdrafts
Interest on documents
Interest on mortgages loans
Interest on pledged loans
Interest on personal loans
Interest on credit cards
Interest on financial leases
Interest on other
Interest on repos
From the Central Bank
Total Interest income
For the fiscal year ended December 31, 2025, interest income increased by 8%, or Ps. 368,102.5 million, compared to the previous year, primarily due to a 30% increase in interest on loans and other financing, which was partially offset by a 97% decrease in interest on repo transactions and a 6% decrease in interest from public and private securities.
Interest from public and private securities for the fiscal year ended December 31, 2025 decreased by 6%, or Ps. 91,246.5 million, compared to the previous year. This decrease was mainly driven by the results from the Argentine government securities known as Bono del Gobierno Nacional Ajustado por Coeficiente de Estabilización de Referencia (“BONCER”) and Bono del Tesoro Nacional en Pesos Ajustado por CER (“BONTE”) (results from valuation adjustments of CER-indexed bonds; the CER index is a retail inflation index published by the Central Bank to adjust values, including the principal of contracts and debts, to maintain their purchasing power).
For the fiscal year ended December 31, 2025, interest from loans and other financing increased by 30%, or Ps. 842,349.8 million, compared to the previous year. This increase was primarily driven by an increase in the average volume of total loans, which increased approximately 76% in 2025 compared to 2024, which was partially offset by a 13.2 percentage point decrease in the average interest rate on such loans (from 50.8% in 2024 to 37.6% in 2025). Interest from loans and other financing represented 72% of total interest income, compared to 60% in the previous fiscal year.
For the fiscal year ended December 31, 2025, income from repo transactions decreased by 97%, or Ps. 378,818.5 million, compared to the previous year, primarily due to a decrease in the volume of these transactions.
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The components of our interest expense for the years ended December 31, 2025 and 2024 were as follows:
From deposits
Interest on checking accounts
Interest on saving accounts
Interest on time deposits and investments accounts
Interest on financing received from Central Bank of Argentina and Other financial institutions
For repo transactions
Interest on corporate bonds
Interest on subordinated corporate bonds
Interest on other financial liabilities
Total interest expense
For the fiscal year ended December 31, 2025, interest expense decreased by 23%, or Ps. 578,201.5 million, compared to the previous year.
Interest on deposits represented 95% of total interest expense and decreased by 24%, or Ps. 586,131.5 million, compared to the previous fiscal year. This decrease was due to an approximately 14 percentage point decrease in the average interest rate on deposits (from 33.4% in 2024 to 19.4% in 2025), while the average portfolio of deposits increased by 30% in 2025.
The aforementioned decrease in interest on deposits was partially offset by a 73% increase in interest on corporate bonds (senior notes), or Ps. 15,602.3 million, driven by the issuance of Class G and Additional Class G notes for a total amount of U.S.$ 530,000,000 at a fixed annual nominal rate of 8.000%.
For the fiscal year ended December 31, 2025, the net gain from measurement of financial instruments at fair value through profit or loss decreased by 84%, or Ps. 2,464.5 billion, compared to the previous fiscal year.
The main decrease was observed in public securities, which decreased by 87%, or Ps. 2,516.4 billion, mainly due to a reduction in National Treasury Bonds adjusted by CER (BONCER) and in Argentine National Treasury Dual Bonds. This decrease was partially offset by a 99%, or Ps. 56,051.6 million, reduction in negative results from options.
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The following table provides a breakdown of our commission income by category for the years ended December 31, 2025 and 2024:
ARCA & Collection services
Fees charged on deposit accounts
Mutual funds & securities fees
ATM transactions fees
ANSES fees
Insurance fees
Corporate services fees
Financial agent fees (Provinces)
Debit card fees
Credit card fees
Credit related fees
Total commissions income
Total commissions expense
For the fiscal year ended December 31, 2025, net commission income increased by 20%, or Ps. 128,165.8 million, compared to the 2024 fiscal year.
Total commissions income increased by 18%, or Ps. 134,893.8 million, in the 2025 fiscal year compared to the previous year, primarily due to: (i) an increase in credit card-related fees of 53%, or Ps. 71,852.5 million; (ii) an increase in deposit account-related fees of 21%, or Ps. 54,252.6 million; and (iii) an increase in insurance-related fees of 41%, or Ps. 17,115.3 million. This increase was partially offset by a decrease in ATM transaction interchange fees of 31%, or Ps. 15,933.2 million.
Total commissions expense increased by 6%, or Ps. 6,727.9 million, in the 2025 fiscal year compared to the previous year, primarily due to: (i) an increase in checkbook and clearinghouse expenses of 46%, or Ps. 8,177.7 million; and (ii) an increase in ATM interchange commissions paid of 1%, or Ps. 1,027.1 million. These increases were partially offset by a decrease in foreign trade and exchange commissions of 37%, or Ps. 2,790.2 million.
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The components of our other operating income for the years ended December 31, 2025 and 2024 were as follows:
Credit and debit cards
Lease of safe deposit boxes
Other service related fees
Other adjustments and interest from other receivables
Initial recognition of loans
Sale of property, plant and equipment
Other Operating Income
Other operating income increased by 0.2%, or Ps. 660.6 million, for the fiscal year ended December 31, 2025, compared to the previous fiscal year. Notable increases include: (i) higher income from other commissions and services of 30%, or Ps. 32,800.2 million; and (ii) higher income from initial recognition of loans of Ps. 10,208.2 million. These increases were offset by: (i) a decrease in credit and debit card income of 75%, or Ps. 31,343.0 million; and (ii) a decrease in other adjustments and interest on from other receivables of 31%, or Ps. 18,488.7 million.
The components of our difference in quoted prices of gold and foreign currency for the years ended December 31, 2025 and 2024 were as follows:
Translation of foreign exchange assets and liabilities to Pesos
Income from foreign currency exchange
The results generated by exchange rate differences for the fiscal year ended December 31, 2025, decreased by 88%, or Ps. 189,612.2 million, compared to those recorded in the previous year. This decrease was mainly due to the result from our net foreign currency position, which decreased by 113%, or Ps. 223,657.8 million. In 2024, the difference in quoted prices for Argentine National Treasury Dual Bonds was in included in this result, whereas no such difference in quoted prices was recorded in 2025. This decrease was partially offset by the income from foreign currency exchange, which increased by 195%, or Ps. 34,045.5 million. Additionally, the depreciation of the Peso against the dollar in 2025 was 41.3%, whereas in 2024 it was 27.7%.
The credit loss expense for the fiscal year ended December 31, 2025 includes Ps. 279 million related to debt securities and Ps. 538,143 million related to loans and other financing. The credit loss expense related to loans and other financing comprises (i) movements of ECL that impact credit loss expense (i.e., credit loss expense related to assets originated or purchased, assets derecognized or repaid, and assets held during the fiscal year) and (ii) other charges to credit loss expense (including IAS 29 restatement for results and charged-off loans). A detailed breakdown of these components, and their reconciliation to the line items in the ECL roll forward, is presented in the table on pages 145 and 146.
For the fiscal year ended December 31, 2025, credit loss expense increased by 279% or Ps. 396,208.8 million compared to the previous year. This increase was primarily driven by the growth of the loan portfolio and other financing recorded during the 2025 fiscal year, as well as the deterioration in portfolio quality – particularly in the consumer loan portfolio – observed during the same period.
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Employee benefits and administrative expenses
The components of our employee benefits and administrative expenses for the years ended December 31, 2025 and 2024 were as follows:
Remunerations
Payroll taxes
Compensation and bonuses to employees
Employee services
Administrative Expenses
Taxes
Maintenance, conservation, and repair expenses
Fees to directors and syndics
Security services
Electricity and communications
Other fees
Leases
Advertising and publicity
Representation, travel, and transportation
Stationery and office supplies
Insurance
Hired administrative services
Total Employee benefits and Administrative Expenses
For the fiscal year ended December 31, 2025, administrative expenses, including employee benefits, decreased by 0.5%, or Ps. 6,368.2 million, compared to the 2024 fiscal year. This was mainly due to a 7% decrease in administrative expenses, partially offset by a 3% increase in employee benefits.
Employee benefits increased by 3%, or Ps. 28,882.9 million, primarily driven by an 82% increase in compensation and bonuses to employees, or Ps. 90,302.6 million, related to early retirement and severance payments under the restructuring plan that we have implemented in order to achieve operational efficiency and agility to respond to the ongoing challenges posed by local and international markets. This increase was partially offset by a 9% decrease in salaries, or Ps. 55,174.9 million (reflecting headcount reductions also linked to the aforementioned restructuring). As part of this restructuring, headcount decreased by 6%, and the branch network was reduced by 75 branches in the 2025 fiscal year compared to the 2024 fiscal year.
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Administrative expenses decreased by 7%, or Ps. 35,251.0 million, with decreases in: (i) taxes of 26%, or Ps. 24,776.8 million; (ii) maintenance, conservation, and repair expenses of 18%, or Ps. 12,890.5 million; and (iii) fees paid to directors and syndics of 38%, or Ps. 9,183.6 million. These decreases were partially offset by a 27% increase in advertising and publicity expenses, or Ps. 7,893.4 million.
The components of our other operating expenses for the years ended December 31, 2025 and 2024 were as follows:
Turnover tax
Charges for other provisions
Deposit guarantee fund contributions
Donations
Insurance claims
Initial loan recognition
Punitive interest and other Central Bank’s penalties
Total Other Operating Expenses
For the fiscal year ended December 31, 2025, other operating expenses increased by 5%, or Ps. 43,766.2 million, compared to those recorded in the 2024 fiscal year. The main increases were observed in: (i) turnover tax, with an increase of 9%, or Ps. 43,283.5 million; and (ii) charges for other provisions, with an increase of 48%, or Ps. 10,200.8 million. These increases were partially offset by a decrease in other expenses of 5%, or Ps. 15,713.3 million.
For the fiscal year ended December 31, 2025, a decrease in the loss on net monetary position of 66%, or Ps. 2,050.5 billion, was observed, compared to the loss recorded in the 2024 fiscal year. This decrease was mainly due to a lower level of inflation of 86.3 percentage points (decrease in the general consumer price index), which went from 117.8% in the 2024 fiscal year to 31.5% in the 2025 fiscal year.
Income tax
For the fiscal year ended December 31, 2025, the income tax expense increased by 400% or Ps. 176,315.9 million compared to the previous fiscal year. This increase was mainly due to the impact of inflation adjustments to the income tax, as detailed in Note 29 of our financial statements. The effective tax rate was 43.1% for the period ended December 31, 2025, compared to 9.3% recorded in the 2024 fiscal year.
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The following table shows the reconciliation between income tax and the amounts obtained by applying the current tax rate in Argentina to the income carrying amount.
Income carrying amount before income tax
Applicable income tax rate
Income tax on income carrying amount
Net permanent differences and other tax effects including the fiscal inflation adjustment
Total income tax
For more information and a reconciliation between the tax expense and the accounting profit multiplied by Argentina domestic tax rate for see note 29 “Income Tax” to our audited consolidated financial statements as of December 31, 2025 and 2024.
Year Ended December 31, 2024, Compared to Year Ended December 31, 2023
Our loan and other financing portfolio to the private sector increased by 45% in real terms, compared to 2023, reaching 8.3% of the total financial system. The growth of the personal loan portfolio stands out, reaching 122% compared to the end of 2023.
During the year 2024, we maintained a leadership position in personal loans with 11% of market share, slightly lower than the previous year. Regarding its credit card products, in 2024 we maintained its market share, closing the year with 8.8% of the total financial system.
Delinquency levels remained historically low during the year, with a slight increase in December 2024. The delinquency rate was 1.12% of the total portfolio as of December 31, 2024, remaining at similar levels to the previous year, in accordance with the internal rating grade.
The coverage ratio, which corresponds to the ratio of allowances for credit losses as a percentage of non-performing loan and other financing portfolio, at the end of 2024 was 185.15%, lower than at the end of the previous year but remaining at high levels.
Total deposits increased by 15% in 2024 in real terms compared to 2023. Regarding the composition of deposits, in the 2024 fiscal year, within private deposits, term deposits decreased by 10% and demand deposits increased by 18%.
We ranked fourth among private entities with the highest volume of deposits and a market share of 6.3% of the entire financial system, higher than the level reached the previous year.
As of December 31, 2024, we achieved a liquidity ratio of 79%, higher than that of the entire financial system.
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The following table sets forth certain components of our statement of income for the years ended December 31, 2024 and 2023:
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Our consolidated net income from continuing operations for the fiscal year ended December 31, 2024, was Ps. 429,495.2 million, a decrease of 74% or Ps. 1,238,835.8 million compared to our net result income for the previous fiscal year. This decline was mainly due to: (i) a lower gain exchange rate differences of 91% or Ps. 2,071.9 billion; (ii) a lower net interest income 10% or Ps. 234,693.2 million; (iii) a lower positive result generated by our Associates and joint ventures of Ps. 427,938.3 million, as the previous fiscal year recorded results from the acquisition of Banco BMA SAU; (iv) an increase in our administrative expenses and employee benefits of 11% or Ps. 139,039.4 million. The decline in consolidated net income was partially offset by: (i) a lower loss on net monetary position of 17% or Ps. 645,846.2 million; (ii) a lower income tax charge of 95% or Ps. 764,652.4 million; and (iii) an increased net gain from the measurement of financial instruments at fair value through profit or loss) of 5% or Ps. 130,924.4 million.
For the fiscal year ended December 31, 2024, the net interest results totaled Ps. 2,128.7 billion, registering a decrease of 10% or Ps. 234,693.2 million. This decline in the net interest results was due to the decrease in interest income and interest expenses, which fell by 34% and 46% respectively.
The components of our interest income for the years ended December 31, 2024 and 2023 were as follows:
Interest in Repos
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For the fiscal year ended December 31, 2024, interest income decreased by 34% or Ps. 2,370.5 billion compared to the previous year, primarily due to a decline in interest from public and private securities by 54%, followed by a decrease in interest from loans and other financing, which fell by 15%, and to a lesser extent, a decrease in repo operations by 31%. This decline was mainly due to results from public securities at amortized cost, specifically BCRA LELIQS.
For the fiscal year ended December 31, 2024, interest from loans and other financing decreased by 15% or Ps. 480,915.4 million compared to the 2023 fiscal year. This was a result of a decrease in the average interest rate on loans to the private sector and a reduction in the average volume of these loans by approximately 6% in the 2024 fiscal year compared to the 2023 fiscal year. The average interest rate on loans to the private sector decreased by approximately 4.8 percentage points (from 55.9% in 2023 to 51.1% in 2024). The decline in the interest rate was due to the reduction in the monetary policy rate, in a context of deregulated rates in effect since March 2024.
The components of our interest expense for the years ended December 31, 2024 and 2023 were as follows:
Interest other
For the fiscal year ended December 31, 2024, interest expense decreased by 46% or Ps. 2,135.8 billion compared to the previous year.
Interest on deposits represented 96% of total interest expense and decreased by 47% or Ps. 2,119.0 billion compared to the previous fiscal year. This decline was due to a 20% decrease in the average portfolio of deposits to the private sector in the 2024 fiscal year and a reduction in the average interest rate on private deposits by approximately 18 percentage points (from 50% in the 2023 fiscal year to 32.1% in the 2024 fiscal year). The decrease in the interest rate occurred within the framework of deregulated rates, in effect since March 2024.
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For the fiscal year ended December 31, 2024, the Net gain from measurement of financial instruments at fair value through profit or loss increased by 5% or Ps. 130,924.5 million compared to the fiscal year 2023.
The main increase is observed in: Public securities with a 17% or Ps.420,530 million rise (mainly in National Treasury Bonds adjusted by CER—BONCER). Additionally, this increase is partially offset by: a) a decrease in the result from private securities of 76% or Ps.151,955 million and b) a decline in the result from the sale or derecognition of financial assets at fair value of 108% or Ps.74,735 million.
The following table provides a breakdown of our commission income by category for the years ended December 31, 2024 and 2023:
For the fiscal year ended December 31, 2024, net fee income increased by 1%, or Ps. 6,789.9 million compared to the 2023 fiscal year.
Additionally, fee income rose by 6% or Ps. 39,501.9 million in the 2024 fiscal year compared to the previous year, primarily due to the increase in fees related to loans by 102% or Ps. 20,166.8 million, the rise in fees related to debit cards by 23% or Ps.9,145.2 million and the increase in ATM transaction interchange fees by 21% or Ps. 8,921.1 million. This increase was offset by a decrease in credit card fees by 9% or Ps. 12,857.8 million.
Meanwhile, fee expenses increased by 46% or Ps. 32,712.0 million (higher ATM interchange fees paid) in the 2024 fiscal year compared to the previous year.
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The components of our other operating income for the years ended December 31, 2024 and 2023 were as follows:
Other operating income increased by 35% or Ps. 72,676.8 million in the fiscal year ended December 31, 2024, compared to the previous fiscal year. Notable increases include: the rise in income from other service related fees by 62% or Ps.41,785.6 million, followed by other income from debit and credit cards with a 61% or Ps.15,744.0 million increase.
The components of our difference in quoted prices of gold and foreign currency for the years ended December 31, 2024 and 2023 were as follows:
The results generated by exchange rate differences for the year ended December 31, 2024, decreased by 91% or Ps. 2,071.9 billion compared to those recorded in the previous year. The decline is mainly observed in the result from position with a 91% or Ps.2,080.9 billion decrease, considering the reduction in our positive net foreign currency position (primarily the decline in dual bonds and those linked to the evolution of the official exchange rate). Additionally, the depreciation of the Peso against the dollar in the fiscal year 2024 was 27.7%, whereas in the fiscal year 2023 it had been 356.4%.
For the fiscal year ended December 31, 2024, charges for loan losses increased by 8%, or Ps. 10,529.0 million, compared to the prior year. This increase was primarily driven by the expansion of the loan portfolio and other credit facilities recorded during fiscal year 2024.
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The components of our employee benefits and administrative expenses for the years ended December 31, 2024 and 2023 were as follows:
For the fiscal year ended December 31, 2024, administrative expenses including employee benefits increased by 11% or Ps. 139,039.4 million compared to those recorded in the fiscal year 2023, mainly due to higher employee benefits which registered an increase of 16% or Ps. 127,560.8 million (notably, in salaries and social security contributions with 16% and 14% rise respectively). Additionally, administrative expenses also recorded a rise of 2% or Ps. 11,478.6 million as a result of an average 24% increase in general administrative expenses, which was almost entirely offset by a 69% decrease in fees paid to directors and statutory auditors compared to the prior year.
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The components of our other operating expenses for the years ended December 31, 2024 and 2023 were as follows:
Punitive interests and charges in favor of the BCRA
For the fiscal year ended December 31, 2024, other operating expenses decreased by 4% or Ps. 39,347.2 million compared to those recorded in the fiscal year 2023. The main decreases are observed in: (i) gross income tax with a 10% or Ps. 56,002.4 million reduction and (ii) initial loan recognition with a 92% or Ps. 39,173.8 million decrease. This decline is offset by an increase in other expenses of 21% or Ps. 59,139.5 million.
For the fiscal year ending December 31, 2024, income from associates and joint ventures decreased by 99%, or Ps. 427,938.3 million. This decrease is due to the absence of significant income recorded in 2023 from the acquisition of Banco Itaú Argentina S.A. and its subsidiaries. During 2023, the net assets acquired in the purchase of Banco Itaú Argentina and its subsidiaries significantly exceeded the purchase price, resulting in a recognized gain of Ps. 433,931.6 million.
For the fiscal year ended December 31, 2024, a decrease in the monetary position loss of 17% or Ps.645,846.2 million was observed, compared to the loss recorded in the fiscal year 2023. This decline was mainly due to: (i) a lower level of inflation of approximately 94 percentage points (decrease in the general consumer price index), which went from 211.4% in the fiscal year 2023 to 117.8% in the fiscal year 2024, and (ii) an increase in monetary assets and liabilities.
For the fiscal year ended December 31, 2024, the income tax expense decreased by 95% or Ps. 764,652.4 million compared to the previous fiscal year. The effective tax rate was 9.3% for the period ended December 31, 2024, compared to 32.6% recorded in the fiscal year 2023.
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This table shows the reconciliation between income tax and the amounts obtained by applying the current tax rate in Argentina to the income carrying amount:
Our main source of liquidity consists of deposits, which totaled Ps.13,690,637.8 million as of December 31, 2025, Ps.11,079,965.2 million as of December 31, 2024, and Ps.9,654.571.7 million as of December 31, 2023.These deposits include deposits generated by our branch network, from institutional, very large corporate clients and from provincial governments for whom we act as financial agent. We consider the deposits generated by our branch network and the provincial deposits to be stable.
Approximately 5% of our total deposits as of December 31, 2025, were derived from the non-financial public sector, in particular as a consequence of our role as financial agent of four provinces. This is an important source of low-cost funding.
Total deposits, which increased in real values 24% in 2025 compared to 2024, represented 76% of our total liabilities as of December 31, 2025. Deposits were used primarily to finance the growth in credit made available to the private sector and the balance was invested in liquid assets. This approach has enabled us to maintain a high liquidity to deposits ratio while we await a return to stronger demand for private sector loans.
As of December 31, 2025, we had liquid assets up to Ps.9,979,097 million, primarily comprised of cash and due from banks (Ps.4,344,460 million) and other public securities (Ps.5,372,715 million). Our liquidity ratio reached a level of 73% as of December 31, 2025 and it exceeds the aggregate liquidity ratio of the Argentine financial system as a whole, which it reached 41% at the end of 2025.
With respect to the marketable debt securities issued, during the last three years we placed the following notes:
Class F Notes, issued on October 31, 2023, with a nominal value of U.S.$53,000,000 at a fixed annual nominal rate of 5.00%, maturing on October 31, 2024;
Class G Notes, issued on June 23, 2025 in an aggregate principal amount of U.S.$400,000,000 at a fixed annual nominal rate of 8.000% maturing on June 23, 2029;
Additional Class G Notes, issued on August 4, 2025, in an aggregate principal amount of U.S.$130,000,000 at a fixed annual nominal rate of 8.000% maturing on June 23, 2029;
Class H Notes, issued on January 28, 2026, in an aggregate principal amount of U.S.$400,000,000 at a fixed annual nominal rate of 8.000% maturing on January 28, 2031.
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On August 18, 2025, all of the Series XXXII Negotiable Obligations were redeemed. Additionally, upon the terms and subject to the conditions set forth in the offer to purchase dated January 12, 2026, on January 28, 2026 and on February 11, 2026, we purchased a total amount of U.S.$275,345,000 and U.S.$3,200,600, respectively, of our outstanding 6.750% Subordinated Resettable Notes due 2026.
Additionally, we currently have access to uncommitted lines of credit with foreign banks and to letters of credit. We manage the excess liquidity by analyzing interest rates from a limited number of liquid and short-term assets including Central Bank bills, deposits with the Central Bank and overnight loans to highly rated companies. The amount allocated to overnight loans is determined by the amount of deposits received from institutional investors, and as such, there is a high degree of volatility in our overnight allocations.
We believe that we have adequate working capital to meet our current and reasonably foreseeable needs. As of December 31, 2025, we had excess regulatory capital of Ps.3,614,321.3 million. Our excess capital is aimed at supporting growth, and consequently, a higher leverage of our balance sheet.
The following table represents our contractual obligations and commercial commitments, excluding undrawn commitments of credit cards and checking accounts, as of December 31, 2025:
Contractual Obligations
Subordinates Corporate Bonds
Operating Leases
Total Contractual Obligations
Commercial Commitments
Lines of Credit
Guarantees
Standby Letters of Credit
Total Commercial Commitments
For additional information, please see the tables with the maturity of the contractual future cash flows of the financial liabilities, including interest and charges to be accrued until maturity of the contracts, in note 52.4 to our audited consolidated financial statements as of December 31, 2025, and 2024.
For further information regarding liquidity and capital resources please see note 48 “Corporate Bonds Issuance.” Regarding management and administration guidelines in relation to liquidity risk please see note 52.4 “Capital Management, Corporate Governance Transparency Policy and Risk Management.” Regarding our restricted assets and trust agreements please see notes 44 “Restricted assets” and 45 “Trust activities” to our audited consolidated financial statements as of December 31, 2025, and 2024.
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Our excess capital (representing the amount in excess of minimum reserve requirements of the Central Bank) is as set forth in nominal value in the following table:
Calculation of excess capital:
Allocated to assets at risk
Required minimum capital under Central Bank Rules
Ordinary capital Level 1 (COn1)
Deductible concepts (COn1)
Additional capital Level 1 (CAn1)
Capital Level 2 (COn2)
Total capital under Central Bank Rules
Excess capital
These amounts are not adjusted for inflation.
As of December 31, 2025, we had no material commitments for capital expenditures. We believe that our capital resources are sufficient for our present capital requirements on an individual and a consolidated basis.
Funding
Our principal source of funding is mainly deposits from individuals and corporate clients located in Argentina. Deposits include checking accounts, savings accounts and time deposits. The following table sets forth our sources of funding as of December 31, 2025, 2024 and 2023:
From the non-financial government sector
From the financial sector
From the non-financial private sector and foreign residents
Investment accounts(2)
Other(3)
Central Bank
Banks and international institutions
Financing received from Argentine financial entities
Shareholders’ equity
Total funding
Time deposit payable at the option of the depositor.
Includes, among others, expired time deposits and judicial deposits.
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Critical accounting policies
Our audited consolidated financial statements are prepared in accordance with IFRS Accounting Standards as issued by the IASB. The preparation of our consolidated financial statements requires management to make, in certain cases, estimates and assumptions to determine the book value of assets and liabilities, income, expenses and contingencies. Our financial position and results of operations are based on the best estimate regarding the probability of occurrence of different future events and, thereof, the final amount may differ from such estimates, which may have a positive or negative impact on future years.
Critical accounting policies are those accounting policies that require management to make estimates based on assumptions about matters that are highly uncertain at the time the estimate is made and such estimates reasonably could have a material effect on the financial condition. Several factors are considered in determining whether or not a policy is critical in the preparation of our financial statements. These factors include, among others, whether the estimates are material to our financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including information from third parties or available prices, and sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be utilized. Note 3 to our audited consolidated financial statements contain a summary of our significant accounting policies. See also section “Accounting judgement, estimates and assumptions” of note 3 for a discussion of our critical accounting estimates.
In estimating accrued taxes, we assess the relative merits and risks of the appropriate tax treatment considering statutory, judicial and regulatory guidance in the context of the tax position.
On June 16, 2021, through Decree 387/2021, was issued the Law 27630 which established, for fiscal years beginning on January 1, 2021,included, a progressive tax rates scheme of 25%, 30% and 35% which will be applied, on a progressively basis, to the taxable accumulated net profit at the end of each the fiscal year. Significant matters related to the tax reform are discussed in notes 3.14 and 29 to our audited consolidated financial statements as of December 31, 2025 and 2024.
Because of the complexity of tax laws and regulations, interpretation can be difficult and subject to legal judgment. It is possible that others, given the same information, may reach different reasonable conclusions regarding the estimated amounts of accrued taxes.
Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of the status of examinations being conducted by various taxing authorities, and newly enacted statutory and regulatory guidance that impact the relative merits and risks of tax positions. These changes, when they affect accrued taxes, can be material to our operating results.
There were no unrecognized tax benefits as of December 31, 2025, and 2024.
Fair Value of financial instruments
As described in note 3 section “Statement of financial position—Disclosure” to our audited consolidated financial statements, a portion of our financial assets and liabilities are measured at fair value.
The fair value is the amount at which an asset can be exchanged, or at which a liability can be settled, in mutual independent terms and conditions between participants of the principal market (or most advantageous market) duly informed and willing to transact in an orderly and current transaction. The valuation of financial instruments often involves a significant degree of judgement and complexity, in particular where valuation models make use of unobservable inputs.
To measure fair value, IFRS has established a three-level hierarchy to prioritize the valuation input among (1) quoted prices (unadjusted) for identical assets or liabilities in an active market that we have the ability to access, (2) other than quoted prices that are observable for the asset or liability, either directly or indirectly and (3) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
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When observable quoted prices are not available, fair value is based upon internally developed valuation techniques that use quoted prices for similar assets or liabilities in active markets. For instruments classified in Levels 1 and 2, where inputs are principally based on observable market data, there is less judgment applied in arriving at the fair value measurement.
For assets and liabilities that do not have similar or identical instruments traded in the market we used an internally developed model to measure significant instruments. Those instruments would be classified as Level 3 of the fair value hierarchy, which requires significant management judgment or estimation. In arriving at an estimate valuation policies and procedures for Level 3 instruments are under the direction of the accounting and financial management.
At level 3, we mainly hold Equity instruments at fair value through profit or loss and provisional debt securities of financial trusts (see note 13 to our audited consolidated financial statements).
Management is in charge of developing, reviewing, approving and monitoring the key model inputs, critical valuation assumptions and proposed discount rates utilized for the valuation of Level 3 instruments. In addition, the management is also in charge of monitoring the changes in fair values of Level 3 instruments from period to period.
Our management believes its valuation approach and techniques are appropriate and consistent with other market participants, however, the use of different methodologies, or assumptions, to determine the fair value could result in a different estimate or fair value at different reporting dates. For further details, see also note 13 to our audited consolidated financial statements.
Impairment of financial assets
The expected credit losses (ECL) allowance is a forward-looking approach which is based on the credit losses expected to arise over the life of the financial asset (the lifetime expected credit loss), unless there has been no significant increase in credit risk since origination, in which case, the allowance is based on the 12 months expected credit loss. We are required to record an allowance for ECL for all loans and other financing, other debt financial assets not held at Fair Value through Profit or Loss (FVPL) and other financial assets, together with loan commitments and financial guarantee contracts. Inherent in any ECL model is the estimate of the probability that a financial asset will default (probability of default, or PD), the estimate of the loss we expect to experience upon a default, expressed as a percentage of financial asset amount (loss given default, or LGD) and the drawn exposure at the time of default (EAD). When our management considers that it is needed, we use an expert credit judgment (ECJ) overlay to reflect factors not captured in the results produced by the ECL models, such as market or economic disruptive events.
Considering that the measurement of ECL is based not only on relevant information about past events, including historical experience, and current conditions, but also on reasonable and supportable forecasts that affect the collectability of the reported amount, our management developed assumptions and estimations for its calculation. For further detail regarding our impairment method and its quantitative impact, see also note 3.2.4. and note 52.1 to our audited consolidated financial statements for the years ended December 31, 2025 and 2024.
Business combinations
Business combinations are accounted for using the acquisition method when we take effective control of the acquired company. We recognize in our financial statements the acquired identifiable assets, the assumed liabilities, any non-controlling interest and goodwill according to IFRS 3, if any. The acquisition cost is measured as the aggregate of the transferred consideration, measured at fair value on that date, and the amount of any non-controlling interest in the acquiree. Goodwill is measured at cost, as excess of the transferred consideration regarding our acquired identifiable assets and net assumed liabilities. If the fair value of the net assets acquired is higher than the consideration paid, we reassess whether we have properly identified all the assets acquired and all the liabilities assumed and review the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of the net assets acquired in comparison to the consideration paid, then the gain is recognized in the consolidated statement of income.
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As described in note 14.2 of our consolidated financial statements as of December 31, 2025 and 2024, we completed the acquisition of Banco BMA SAU (formerly known as Banco Itaú Argentina SA), BMA Asset Management SA (formerly known Itaú Asset Management SA) and BMA Valores SA (formerly known as Itaú Valores SA) during the year ended December 31, 2023 for a total aggregated purchase consideration of U.S.$50,000 thousand plus an additional amount resulting from the adjustment of the result obtained by acquired entities between April 1, 2023 and the closing date established in the purchase contract, which was agreed between the parties in the month of May 2024 for an amount of U.S.$7,564,706. Therefore, in accordance with IFRS 3, retrospective adjustments amounted to Ps.15,154.7 million were made in the Statement of financial position as of December 31, 2023 and Statement of financial income for the year then ended, increasing “other non-financial liabilities” and decreasing “income / (loss) from associates and joint ventures.”
The business combination was accounted for using the “acquisition method” set forth in IFRS 3. As a result of the application of such method, we consider that the consideration transferred is lower than the fair value of the assets acquired, and liabilities assumed at the acquisition date. We reassessed whether it has properly identified all the assets acquired and all the liabilities assumed and reviewed the procedures used to measure the amounts to be recognized at the acquisition date. After the reassessment there was still an excess of the fair value of the net assets acquired in comparison to the consideration paid. Therefore, we recognized a gain from bargain purchase amounting to Ps. 433,931.7 million in the consolidated statement of income for the year ended December 31, 2023.
We incur research and development expenses in connection with information technology projects. The amount spent during each of the last three years was not material. We plan infrastructure development (processing, telecommunications, Internet, information security) based upon present and projected future demand of such services. See “Item 4. Information on the Bank—Business Overview—Technology.”
We believe that the macroeconomic environment and the following trends in the Argentine financial system and in our business have affected and will, for the foreseeable future, continue to affect our results of operations and profitability. Our continued success and ability to provide value to our shareholders will depend, among other factors, upon the economic growth of the Argentine economy and the related growth of the private sector lending. For information regarding the macroeconomic environment see “Item 5.A. Operating Results.”
Principal Trends Related to Argentina
Unlike 2025, when the absolute priority was rapid disinflation, in 2026 the Argentine government has begun to place greater weight on reserve accumulation objectives and the recovery of economic activity. In this context, a transition toward a more flexible exchange rate regime is expected. While the band system is expected to remain in place, the recent recalibration—adjusting the pace of depreciation to past inflation—aims to provide the Central Bank with greater capacity to purchase foreign currency, at the cost of weakening the exchange rate anchor in an economy that still shows a strong propensity to use the U.S. dollar as a unit of account and store of value. This, in turn, requires fiscal and monetary policies to play an even more significant anti-inflationary role than to date.
Another milestone expected in 2026 is a return to international debt markets, in a context where sovereign risk compressed below 600 basis points following the October 2025 legislative mid-term elections and is expected to move toward the 450 basis point range if the reserve accumulation plan is successfully implemented.
In 2026, we expect economic variables to continue to normalize, along with some pickup in the level of activity. There will likely continue to be adjustments in transportation, electricity, gas, prepaid medicine, and other regulated prices that had been lagging behind those of non-regulated goods and services. Market expectations surveyed by the Central Bank indicate that inflation in 2026 would be lower than in 2025, with a downward trend in the second half of the year.
According to the Central Bank’s survey, it is expected that during 2026 the level of activity will grow by 3.4%. This increase would be driven by agricultural activity, which, at least in terms of gross harvest, is expected to remain very robust, as well as by other strategic sectors such as mining, hydrocarbons and the financial sector, together with a rebound in construction supported by a more competitive exchange rate and the resumption of public works. Credit is also expected to act as a key driver of growth.
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In addition, the government signed an agreement with the International Monetary Fund to recover the previously agreed program with new targets adjusted to the current economic conditions and the economic policy of the new administration. The economic agents’ and the general population’s expectations will generally be focused on the performance of the stabilization plan. Its success will be reflected in the recovery of international reserves and the fulfillment of the fiscal plan, which by the end of 2026 is expected to result in a primary surplus of at least one percentage point of GDP.
The fiscal strategy for 2026 contemplates the challenge of continuing to reduce taxes despite an increase in social spending and public works. To achieve this, higher revenues linked to economic activity and labor formalization will be necessary. If fiscal space allows, further progress is expected in reducing distortionary taxes, such as export duties and the tax on bank debits and credits.
Moreover, the Government will continue to push for a list of public companies that may be privatized, a series of deregulation and debureaucratization measures, and other structural reforms aimed at reducing production costs, especially tax and labor costs for companies, thereby improving formal employment and workers’ purchasing power, and lowering transaction costs for consumers. So far, the Government has been successful in passing a labor reform, and we expect a tax reform bill to be sent to Congress in the coming months. Not all stakeholders support these initiatives, so that the management of consensus to approve and implement them implies that the economic and political situation during 2026 will continue to be very dynamic and challenging for the government.
Principal Trends Related to the Argentine Financial System
When assessing the vulnerabilities and strengths of the financial system, we observed significant changes in 2025 compared to 2024, notably a sharp increase in non-performing loans and a decline in coverage levels. If conditions were to deteriorate further, it is expected that the systemic response would remain robust and that the financial system would continue to demonstrate a high degree of resilience; however, there can be no assurance that such resilience would be sustained.
During 2025 the financial system delinquency levels increased to 5.3% from 1.6% in December 2024, while the coverage ratio of the aggregate financial system (measured as allowances over total non-performing loans under Central Bank rules) decreased 70 percentage points to 94% in December 2025 from 159% in December 2024. The potential materialization of certain risk factors mentioned in this annual report could impact the payment capacity of debtors, generating a certain degree of stress on the aggregate balance sheet of the financial system. However, in general terms, financial institutions maintain comfortable levels of provisions and capital to face possible stress situations.
The performance of financial intermediation activity continues to be a potential source of vulnerability for financial institutions. Looking ahead to 2026, there is room for intermediation activity with the private sector to continue to gain momentum, based on higher levels of economic activity, lower interest rates as monthly inflation declines, certain stability in foreign exchange matters and higher levels of savings in local currency, especially due to the dynamism of traditional time deposits and the elimination of certain regulations (minimum rate for time deposits) by the Central Bank.
Following the October 2025 midterm elections, political risk has significantly decreased, allowing for a recovery of key economic and financial variables. For 2026 the economy is projected to return to a growth path, driven by lower country risk, reduced interest rates, increased credit demand, and the normalization of delinquency rates.
We estimate that deposits, in both local and foreign currency, will grow towards the end of the first quarter after overcoming early-year seasonality. Likewise, we expect intermediation margins to benefit from lower rate volatility and an increase in financial intermediation volumes.
A possible scenario of greater volatility in the financial markets or an economic performance below expectations could generate changes in the level or composition of deposits and present challenges for the financial system. To mitigate these possible effects, the group of entities maintains ample liquidity coverage and have ramped up loan losses provision given the deterioration in asset quality.
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At the end of 2025, the aggregate financial system continued to show high liquidity levels, although lower than the previous year as a consequence of new credit dynamics and increased loan demand. The sector’s broad liquid assets accounted for 40.8% of deposits in December, 1.4% lower than the previous month’s figure and 4.4% lower in the year-on-year comparison.
The Argentine financial system continues to show a significant degree of soundness, backed by high levels of solvency, liquidity and coverage margins, which would allow it to act resiliently in the event of a possible stress situation that may arise from the materialization of the identified risk factors.
During 2025, the sector’s aggregate solvency indicators remained high, though lower than the previous year, in a context of increasing loan origination and lower exposure to government securities (which have a 0% risk weighting). The financial entities collectively integrated capital for the equivalent of 28.6% of risk-weighted assets at the end of 2025, a 2.1% decrease from 2024. As of December 31, 2025, the capital position of the financial system totaled 253% of the requirement.
The financial system closed 2025 with comprehensive net income in homogeneous currency equivalent to 1.0% of assets (ROA) and 4.4% of equity (ROE), lower than the previous year. For 2026, the central objective of the monetary program is to continue to run a surplus, no fiscal deficit and avoidance of monetary issuance for its financing while at the same time accumulating foreign reserves through purchases in the official foreign exchange market. Other key objectives continue to be the elimination of regulations and restrictions and the correction of relative prices, and the removal of all foreign exchange controls. The aim is to restore the level of international reserves through the normalization of foreign trade flows.
For more information on risks, see “Risk Factors—Risks related to the Argentine financial system.”
Principal Trends Related to Our Business
For 2026, we estimate that loans will grow above inflation levels, while deposits will grow below the pace of inflation and margins are expected to decrease slightly, as a result of the Central Bank’s rate reductions and increased competition for time deposits. In addition, efficiency defined as expenses over net financial income and commissions is expected to remain stable in the first half of the year and improve marginally during the second half.
From a portfolio quality perspective, the current political and economic climate, suggests that a sharp devaluation of the currency would lead to an acceleration of the monthly inflation, which so far has been on a upward trend since bottoming at 1.5% in May of 2025, and would have an unfavorable impact on people’s ability to pay, cause a loss of purchasing power and possibly a decrease in economic activity for SMEs. As a result, a deterioration in the credit quality of the portfolio would deteriorate, leading to an increase in delinquency levels. In this context, a rise in loan loss provisions would be expected, along with a corresponding increase in the recognition of ECL.
The Argentine Financial System
The Argentine financial system has maintained a consistent positive trend in the last years with our performance improving accordingly, as evidenced by the following indicators:
Financial System (Central Bank Rules)
Total loans
Banco Macro (Central Bank Rules)
Figures detailed in the table above have not been adjusted for inflation nor restated for the changes in the general purchasing power of the Peso as established by IAS 29.
Source: Central Bank for Financial System.
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Total loans in the financial system increased in nominal values by 82% in 2025, and amounted to Ps.138,713,977 million as of December 31, 2025, driven by private sector loans. Our portfolio shows the same trend in nominal value that the financial system as a whole, increasing 90% year-over-year.
Total deposits in the financial system increased in nominal values by 45% in 2025. Private sector deposits increased by 49% in 2025, amounting to Ps.165,704,377 million as of December 31, 2025 and public sector deposits increased by 30% in 2025, amounting to Ps.30,528,157 million. Our portfolio shows the same trend as the financial system as a whole but at a higher growth rate, achieving a 63% growth year-over-year in nominal values.
Private sector loans
In 2025, loans to the private sector grew 80% in nominal values for the financial system as a whole. This trend was also reflected in the evolution of our portfolio. Our private sector loan portfolio increased also 88% in nominal value compared to the balance as of December 31, 2024, as shown in the following table:
Throughout 2025, the non-performing lending ratio for the financial system increased month by month, reaching a level of 5.3% as of December 31, 2025.
In December, credit irregularity to the private sector reached a level of 5.5% at the systemic level. When analyzed by type of debtor, the delinquency ratio of loans to households reached 9.3%, a performance mainly explained by personal loans and pledge-backed lines. In the case of corporate sector financing, it increased to 2.5%, a variation explained by companies linked to commerce and primary production.
Regarding the coverage ratio, the provisioning levels of the financial system continue to be high closing the year with a coverage ratio of 94%.
In our case, we observed an increase in the level of non-performing lending portfolio compared to the previous year, lower than that of the financial system, and a decrease in the coverage ratio reaching a level of 120%, higher than the level of the system as a whole.
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The table below reflects our asset quality and that of the financial system as of December 31, 2025, 2024 and 2023:
Non-performing lending ratio(1)
Coverage ratio(2)
Non-performing lending includes all lending to borrowers classified as “3—troubled/medium risk,” “4—with high risk of insolvency/high risk,” “5—irrecoverable” and “6—irrecoverable according to Central Bank Rules” under the Central Bank loan classification system.
Allowances for un-collectability risk as a percentage of non-performing credit portfolio.
Profitability
In 2025 the profitability of the financial system decreased approximately by 78% in nominal values, achieving a total of Ps.2,285,294 million as of December 31, 2025 representing a 1.0% return on average assets and 4.4% on average equity. The year-on-year decrease in nominal value was driven by lower income from adjustments related to CER and CVS clauses, linked to a decline in the inflation rate compared to the prior year, lower results from repo transactions, and higher credit loss expense. The table below reflects our profitability and that of the financial system as of December 31, 2025, 2024 and 2023:
Total income (in millions of Pesos)
Commercial and balance sheet strategies
We have the most extensive branch network among private-sector banks in Argentina, with 90% of our branches located outside of the City of Buenos Aires. Our extended presence in Argentine regional economies and sectors that have benefited from Argentina’s economic recovery grant us a key advantage with respect to other banks in terms of competing in the credit expansion service in Argentina. In addition, our strong network of branches and our role as the financial agent of various provinces provide us with a source of growth and low cost in our deposit base.
We will continue our diversification strategy regarding the credit portfolio, thus enabling to obtain satisfactory efficiency, growth, security and profitability in commercial management. We will continue to focus our assistance to SMEs, emphasizing the election of dynamic economic sectors and growth potential in industrial, commercial and service areas for the purpose of contributing to companies’ expansion and ensuring an acceptable return of the funds assigned. At the same time, we will also offer these enterprises a complete range of corporate financial services, including exports and imports financing, letters of credit confirmation and opening, and granting guarantees to third parties on behalf of our customers.
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We maintain a strong position with respect to excess capital, the liquidity ratio and the level of our provisions for loan losses. To prevent a run on deposits, one of our main priorities is to give depositors confidence that we would be able to absorb losses and fulfill our obligations to them.
Our practice of maintaining high liquidity levels throughout the business cycles has allowed us to withstand the economic crisis by serving two key purposes. First, we have funds available in the face of adverse systemic events. Second, we give our depositors confidence that they would be able to have access to their deposits at any time, even during the depth of a crisis. We also minimize excess cash deposited in the Central Bank, without harming our overall liquidity position. In this way, we maximize the return on our liquidity stock by keeping funds in more profitable assets, such as instruments issued by the Central Bank.
Not Applicable.
We are managed by our Board of Directors, which as of the date of this annual report is comprised of 13 members and three alternate members. On April 16, 2012, our shareholders approved a proposal of the Board of Directors and amended our bylaws increasing the maximum size of our board from twelve to 13 members. Currently, the shareholders may present at any annual ordinary meeting that may determine the size of the Board of Directors, provided that there shall be no less than three and no more than thirteen members of the Board of Directors. Any director so appointed will serve for three fiscal years. If the shareholders elect more than nine board members, each director will be reelected as a staggered board, to be renewed by thirds, provided that in all cases no less than three directors shall be renewed each time. The annual ordinary shareholders’ meeting may also appoint an equal or lesser number of alternate directors, to hold office for the same term as regular directors, to fill any vacancy in the board occurring for any reason whatsoever, and shall further determine the order of substitution. Alternate directors shall hold office until the regular directors in whose place they have acted as substitutes shall resume office, and in case any such absence is permanent, until the next ordinary meeting of shareholders where directors shall be appointed. Both regular and alternate directors may be re-elected indefinitely.
Duties and Liabilities of Directors
Under Argentine Corporate Law, directors have the obligation to perform their duties with the loyalty and the diligence of a prudent businessperson. Directors are jointly and severally liable to a corporation, the shareholders and third parties for the improper performance of their duties, for violating the law, the bylaws and/or regulations, if any, and for any damage caused by fraud, abuse of authority or gross negligence. The following are considered integral to a director’s duty of loyalty: (i) the prohibition on using corporate assets and confidential information for private purposes; (ii) the prohibition on taking advantage, or to allow another to take advantage, by action or omission, of our business opportunities; (iii) the obligation to exercise board powers only for the purposes for which the law, the corporation’s bylaws or the shareholders’ or the Board of Directors’ resolutions have intended; and (iv) the obligation to take strict care so that acts of the board do not go, directly or indirectly, against our interests. A director must inform the Board of Directors and the supervisory committee of any conflicting interest he may have in a proposed transaction and must abstain from voting thereon.
Under Argentine law, the Board of Directors is in charge of our management and administration and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine Corporate Law, our bylaws and other applicable regulations. Furthermore, the board is generally responsible for the execution of the resolutions passed by shareholders’ meetings and for the performance of any particular task expressly delegated by the shareholders.
Board of directors
The following table sets forth certain relevant information of the members of our Board of Directors as of the date of this annual report:
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Name
Jorge Pablo Brito
Carlos Alberto Giovanelli
Nelson Damián Pozzoli
Fabián Alejandro de Paul(2)
Agustín Mariano Álvarez(2)(3)
Constanza Brito
Mario Luis Vicens(2)
Sebastian Palla(2)
José Alfredo Sánchez
Daniela Anahí Rivarola Meilán(2)(3)
Delfín Federico Ezequiel Carballo
Marcos Brito
Miguel Iribarne(4)
Santiago Horacio Seeber
Juan Ignacio Catalano
Lucas Matías Gregorio(2)(3)
Notwithstanding the expiration of their current mandate, and in accordance with the provisions of Article 257 of the Argentine Corporate Law, the Directors shall remain in their positions until replaced.
Independent directors in accordance with the rules of the CNV. See “Item 16G Corporate Governance—Comparison of Argentine Corporate Governance Practices and NYSE Rules.”
Proposed by ANSES-FGS.
As of the date of this annual report, his appointment remains subject to approval by the Central Bank.
The following family relationships currently exist within our Board of Directors:
Constanza Brito, Jorge Pablo Brito and Marcos Brito are siblings; and
Delfín Federico Ezequiel Carballo and Jorge Pablo Brito, Marcos Brito and Constanza Brito are cousins.
Set forth below are brief biographical descriptions of members of our Board of Directors:
Jorge Pablo Brito was born on June 29, 1979. Mr. Brito is the Chairman of our Board of Directors since March 15, 2023. Previously he was the Vice Chairman of our board since November 30, 2020, director since April 30, 2020 until November 30, 2020 and the Vice Chairman of our board since April 27, 2018 until April 30, 2020. He has been a member of our Board of Directors since 2002 and our Chief Financial Officer since April 16, 2012 until November 8, 2017. He also serves as Chairman of the Board of Directors of Fiduciaria JHB S.A. and Genneia S.A. and as Vice Chairman of Inversora Juramento S.A.
Carlos Alberto Giovanelli was born on April 6, 1957. He is a Vice Chairman of our Board of Directors since March 15, 2023 and he has been a member of our board since April 26, 2016. In the financial sector, he worked as Deputy Credit Manager (1980-1983), Branch Deputy Manager (1983-1986), Credit Officer (1986-1989) and Deputy Commercial Manager (1991-1997) of La Sucursal de Citibank N.A., established in Argentina. He was Vice President of Investment Banking in Citibank, N.A. (1989-1991) and Vice President of Planning in La Sucursal de Citibank N.A., established in Argentina (1997-2002). He also held the position of Vice Chairman of Banco BMA S.A.U, (2023-2024), Deputy Chairman of Asociación de Bancos (2001-2002) and Incumbent Director of Banco Patagonia S.A. (2007-2016). Mr. Giovanelli also serves as Chairman of Havanna S.A, Inverlat Investments S.A. and Subdelicious Arg S.A. He is also Vice-Chairman of Impresora Contable S.A, Havanna Holding S.A., Desarrollo Epsilon S.A. and Aspro Servicios Petroleros S.A.
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Nelson Damián Pozzoli was born on May 6, 1966. He has been a member of our Board of Directors since April 26, 2016. Mr. Pozzoli holds a degree in public accounting from Universidad Católica Argentina. In the financial sector, he was Director of La Sucursal de Citibank N.A., established in the República Argentina (1989-1992), Head of Capital Markets (1992-1994) and Corporate Banking Manager (1996-1997) of ABN AMRO Bank Argentina, Head of Equity (LATAM origination) of ABN AMRO Netherlands (1994- 1995) and Corporate Banking Manager of ABN AMRO Bank USA (1995- 1996). He also held the position of Director of Banco Liniers Sudamericano (1997-1998), Investment Banking Manager of the Bankers Trust (1997- 1999) and worked for the Chase Manhattan Bank and the First National Bank of Chicago from 1998 to 1999. He was also General Manager of Deutsche Bank Argentina (1999-2003). He also serves as Chairman of Aspro Servicios Petroleros S.A. He is also Vice-Chairman of Inverlat Investments S.A. and he is Incumbent Director of Macro Bank Limited, Impresora Contable S.A., Desarrollo Epsilon S.A. and Cablevisión Holding S.A. Furthermore, he serves as Alternate Director of Havanna S.A.,Havanna Holding S.A. and Subdelicious Arg S.A.
Fabián Alejandro de Paul was born on September 6, 1963. He was appointed as director on April 30, 2019. He has been an alternate member of our Board of Directors since April 28, 2017. Mr. de Paul holds a degree in accounting from Universidad de Buenos Aires. Mr. de Paul worked in the corporate finance area of Citibank, N.A. (1989-1994), was director of investment banking at Merrill Lynch & Co. (1994-1997), was manager of CEI Citicorp Holdings S.A. (1997-2000), he served as regional financial director of Louis Dreyfus Commodities (2001-2009) and served as regional executive director of Louis Dreyfus Commodities (2007-2009).
Agustín Mariano Álvarez was born on January 25, 1985. Mr. Álvarez was appointed as a Director on April 4, 2025, as the representative of ANSES-FGS. He holds a degree in Economics from the University of Buenos Aires and a Diploma in Wealth Planning from Universidad del CEMA. Mr. Álvarez is a CFA Charterholder and is registered with the CNV as a qualified capital markets professional (idóneo). He is currently the Co-Founder and President of Bullhaus S.A., a Global Investment Advisory Agent (agente asesor global de inversiones), where he leads the firm’s investment management and financial planning services.
Constanza Brito was born on October 2, 1981. Ms. Brito has been a member of our Board of Directors since April 27, 2018. Previously, she served as director from 2007 through 2015 and as alternate director since April 2016. She joined us in May 2005. Ms. Brito holds a degree in human resources administration from Universidad del Salvador. Ms. Brito also serves as Vice Chairman of Visora Desarrollos Inmobiliarios S.A. and as Director of Fiduciaria JHB S.A. Previously, she served as vice-chairman of Mediainvest S.A.
Mario Luis Vicens was born on July 14, 1951. He has been a member of our Board of Directors since April 26, 2016. Mr. Vicens holds a degree in economics from Universidad Católica Argentina and a superior course degree in monetary and banking finance of Universidad Católica Argentina. In the financial industry, he worked assessing investment projects for Caja Nacional de Ahorro y Seguro/Consejo Federal de Inversiones (1975-1978). In the public sector, he served as Economist at the Central Bank (1980-1981) and Incumbent Director (1986-1988) and as Treasury Secretary of the Ministry of Economy (1999-2001). In the banking sector, he served as Planning Manager of Banco de Crédito Argentino (1981-1986), Incumbent Director of Banco Sudameris (2001-2002), Chief Executive Officer of Asociación de Bancos de la Argentina (2002-2011), Incumbent Director of Federación Latinoamericana de Bancos (2002-2004/2008-2010), Incumbent Director of Seguro de Depósitos S.A. (2008-2011), Incumbent Director of BBVA Consolidar Seguros S.A. (2012-2016), Incumbent Director of Generali Arg. Cia. de Seguros (2014-2015), Incumbent Director of PSA Finance Arg. Cia. Financiera S.A. (2012), Incumbent Director of Rombo Cía. Financiera S.A. (2012-2016) and Incumbent Director of BBVA Francés S.A. (2012-2016). He also acted as Advisor on economic and financial matters for companies and banks (1989-1999).
Sebastian Palla was born on June 12, 1974. He has been a member of our Board of Directors since April 30, 2021. Mr. Palla holds a degree in economics from Universidad Torcuato Di Tella and an International General Certificate of School Education (IGCSE) from the University of Cambridge. He currently holds the position of CPO—Chief Procurement Officer of Telecom S.A. since August 2016. Previously, he served in the Bank as Advisor to the President from February 2009 to July 2010, as Investment Banking and New Projects Manager from July 2010 to March 2015 and as Government Banking from April 2015 to July 2016. In turn, he served as President of Unión de Administradoras de Fondos de Jubilaciones y Pensiones from April 2007 to January 2009 and as Executive Director from February 2006 to April 2007. In the public sector he served as Undersecretary of Financing of the Ministry of Economy, Secretariat of Finance from May 2003 to November 2005 and as Chief of Staff of Advisors to the Secretary of Finance of the Ministry of Economy, Secretariat of Finance, from May 2002 to May 2003. He is also a member of the Young Global Leaders Forum since 2005 and of the Eisenhower Fellowships Community since 2008.
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José Alfredo Sanchez was born on January 27, 1956. He was appointed as Director on April 25, 2023 and previously he has been a member of our Board from 2016 through 2019. Additionally, he was Director of Banco BMA S.A.U. from November 3, 2023 to November 14, 2024. Mr. Sanchez holds an actuary degree from Universidad de Buenos Aires, he graduated with a Gold Medal from Colegio de Graduados de Ciencias Económicas (1979) and holds a master´s degree in of Business Administration (M.B.A.) specialized in international business and finance from Chicago University, Dean’ s Honor List (1983). In the financial industry, he was a Trainee in Citibank N.A. Argentina (1983-1986), Vice President of Citibank N.A. USA (1987-1988), Vice President of Banque Nationale de Paris USA (1988-1990), Investment Banking Responsible Officer of Banque Nationale de Paris Argentina (1990-1998), Assistant Director in West Merchant Bank LTD (representation office in Argentina) (1998), Consultant of Banco Comafi S.A. (1998-1999), Director of Comafi Soc. Gte. Fondo Común de Inversión (1999-2001), Investment Banking Responsible Officer of Banco Comafi S.A. (2000-2001), Incumbent Director of Banco Comafi S.A. (2002-2006), Seconded Director of Banco Comafi S.A. (2014-2016), Alternate Director of Banco del Tucumán S.A. (2000-2001), Incumbent Director of The Capita Corporation (2004-2006), Incumbent Director of MBA Asset Management S.G.F.C.I.S.A. (2008-2010), Incumbent Director of MBA Lazard Soc. de Bolsa S.A. (2008-2014), Incumbent Director of MBA Lazard Banco de Inversiones S.A. (2010-2014) and Alternate Director of MBA Lazard Holdings S.A. (2010-2011). He also served as Director of Macro Securities S.A. (2016-2019), Argencontrol S.A. (2017-2019), Mercado Abierto Electrónico S.A. (2017-2019) and Camuzzi Gas Pampeana and Camuzzi Gas del Sur (2020-2023). Mr. Sánchez is Manager and Controlling Partner of Del San S.R.L., a company dedicated to the cattle breeding business in Entre Ríos, Republic of Argentina, and is a Director of A3 Mercados S.A.
Daniela Anahí Rivarola Meilán was born on August 24, 1996. She was appointed as a Director on April 4, 2025, as the representative of ANSES-FGS. Ms. Rivarola Meilán holds a law degree from the University of Buenos Aires and a bachelor’s degree in International Relations from the University of El Salvador. She currently serves as Head of Business Development at Decrypto.la. Ms. Rivarola Meilán has a strong track record in business development, commercial strategy, and institutional relations within the financial and technology sectors. She has led regional expansion initiatives and strategic partnerships, holding key positions at companies involved in digital assets, financial technology, and consulting. She also serves as Director of Pampa Energia S.A.
Delfín Federico Ezequiel Carballo was born on July 4, 1984. He has been a member of our Board of Directors since April 26, 2016, and previously served on our board from 2009 through 2011. He holds a degree in business economics from Universidad Torcuato Di Tella. Mr. Carballo also serves as Incumbent Director of Colbrey S.A., Milsbor Corporation S.A., Havanna S.A. and Havanna Holding S.A. and as Alternate Director of Genneia S.A. Previously, he served as Vice Chairman of Argenpay S.A.U. and Santa Genoveva S.A.
Marcos Brito was born on October 5, 1982. He was appointed as Director on April 21, 2009 and previously served as an Alternate Director of the Bank from April through July 2021, as a Director from April 2009 through April 2020, and as an Alternate Director from November 2007 through April 2009. He joined us in October 2005. Mr. Brito holds a degree in Business Economics from Universidad Torcuato Di Tella. Additionally, he is Chairman of Macro Agro S.A.U., Macro Fiducia and Anglia S.A., and Director of Inversora Juramento S.A. He also serves as a Director of Fiduciaria JHB S.A. and as an Alternate Director of Genneia S.A. Previously, he served as a Director of Nuevo Banco Bisel S.A. from November 2007 to August 2009, as a Director of Banco Privado de Inversiones S.A. from September 2010 to December 2013, as an Alternate Director of Banco del Tucumán S.A. from January 2014 to December 2018, as Chairman of Argenpay S.A.U. (2019-2022), and as Director of Banco BMA S.A.U. from November 2023 to November 2024.
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Miguel Iribarne was born on June 20, 1971. He was appointed as a Director on April 8, 2026, as the representative of ANSES-FGS and, as of the date of this annual report, his appointment remains subject to approval by the Central Bank. Mr. Iribarne holds a degree in Economics from the University de San Andrés and a master degree in Business Administration from the Tuck School of Business at Dartmouth. He has worked as a consultant to several companies, advising financial institutions on strategic consulting matters related to technology, processes, costs, and portfolio management improvements. Mr. Iribarne is a co-founding partner of ARG Capital S.A., whose principal activity is the organization of private and public trust structures, as well as the structuring of collective investment vehicles and corporate bonds. He is also a partner of Armonica SRL, a company dedicated to the development of a platform for the tokenization and trading of electronic credit invoices. In addition, he served as a member of the Board of Directors of Mercado Abierto Electrónico S.A. from 2022 to 2024 and has served as Vice President of Instituto para el Crecimiento Asociación Civil since 2024.
Santiago Horacio Seeber was born on March 27, 1977. Mr. Seeber was appointed as Alternate Director on April 29, 2022 and previously was appointed as Director from November 30, 2020 through April 29, 2022 and he has been an Alternate Member since 2018 to 2020 and since 2012 to 2016. Mr. Seeber served in different positions in the Bank since November 2002. He also serves as Chairman of the Board of Directors of LAB Real Estate S.A., Bricsa Holding S.A., New Lines S.A., MediaInvest S.A., as Vice-Chairman of Anglia S.A. and Hangar NB S.A. and as Director of Inversora Juramento S.A.
Juan Ignacio Catalano was born on January 25, 1984. He was appointed as alternate director on April 12, 2024. Mr. Catalano holds a degree in Business Economics from Universidad Torcuato Di Tella and a Postgraduate Degree in Finance from Universidad Católica Argentina. Previously, he held different positions at Macro Securities from 2009 to 2018.
Lucas Matías Gregorio was born on October 1, 1984. Mr. Gregorio was appointed as Alternate Director on April 4, 2025, as the representative of ANSES-FGS. On August 20, 2025, he was appointed as Director in replacement of Mr.Guido Agustín Gallino, who resigned on that same date, and he held such position until April 8, 2026. He holds a bachelor’s degree in Business Administration and a Master’s in Finance, both from Universidad Católica Argentina (UCA). Mr. Gregorio is a Partner and Co-Founder of Xeibo, an investment and advisory firm focused on emerging markets. He previously served as Chief Financial Officer (CFO) at Stoneway Capital Corporation, an investment firm with a portfolio in energy generation and infrastructure projects across emerging markets. He also held senior positions in the financial sector at leading institutions such as Puente Hermanos and Banco Comafi.
Senior Management
Our senior management oversees our day-to-day operations to ensure that our overall strategic objectives are being implemented. The actual composition is a deputy general manager that reports to the Board of Directors and senior managers that report to the general manager. In addition, we have, among others the following committees comprised of different directors and senior management:
internal audit committee,
technology governance committee,
information security committee,
senior credit committee,
assets and liabilities committee,
asset laundering and terrorist financing prevention committee,
senior recovery committee;
risk management committee,
ethics and compliance committee,
corporate governance and appointments committee,
personnel incentives committee, and
financial services users protection committee
The following table sets forth certain relevant information on our executive officers and our senior management, of the date of this annual report:
Position
Juan Martín Parma
Jorge Francisco Scarinci
Marcelo Agustín Devoto
Juan Domingo Mazzon
Gastón Alberto Mooney
Ernesto Eduardo Medina
Francisco Muro
Adrián Mariano Scosceria
Mercedes Bembibre
Guillermo Jejcic
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Set forth below are brief biographical descriptions of members of our directors and our senior management:
Juan Martín Parma was born on March 9, 1973. Mr. Parma was appointed as our Chief Executive Officer effective April 1, 2025. He is a member of the Assets and Liabilities Committee, the Risk Management Committee, the Senior Credit Committee, the Technology Governance Committee and the Information Security Committee. Mr. Parma holds a Bachelor’s degree in Business Administration from the University of La Plata and has completed a Master’s degree in Banking Management at the Center for Macroeconomic Studies (CEMA), as well as various international leadership programs in Singapore, France, and the United States. Mr. Parma has built a distinguished international career in the financial sector, with over 28 years of experience in executive leadership positions at financial institutions across multiple countries. He also serves as Chairman of the Board of Directors of Micro Sistemas S.A.
Jorge Francisco Scarinci was born on May 19, 1970. He is our Finance Manager since October 2006 and our Chief Financial Officer since November 2017. He is a member of the Assets and Liabilities Committee and the Risk Management Committee. Mr. Scarinci holds a BA in Economics from Universidad de Belgrano and a master’s degree in finance from Universidad del CEMA and a CFA degree from Association for Investment Management and Research (AIMR). Mr. Scarinci joined us in May 2006. He also is a member of the Board of Directors of Argecontrol S.A.
Marcelo Agustín Devoto was born on April 11, 1976. He is our Investment Banking Manager since May 2015. Mr. Devoto holds a degree in Business Management from Universidad Católica Argentina and a post-graduate degree in Finance from Universidad Torcuato Di Tella. He joined us in December 2000. He also serves as Chairman of Macro Bank Limited, as Vice Chairman of Macro Securities, as Director of Macro Fiducia and Alternate Member of the administrative council of Fintech S.G.R. and Alianza S.G.R.
Juan Domingo Mazzon was born on April 14, 1974. He is our Strategy, Management Control and Institutional Relations Manager and has been our Management Control since August 2019 and member of the Assets and Liabilities Committee and the Technology Governance Committee. Mr. Juan Mazzon holds a degree in Public Accounting from Universidad Argentina de la Empresa (UADE) and holds an MBA from Vanderbilt University (USA). Mr. Mazzon joined us in October 2017. He also serves as Director of Micro Sistemas S.A.
Gastón Alberto Mooney was born on August 26, 1970. He is our Risk Manager since September 1, 2025 and a member of our Technology Governance Committee, Information Security Committee, Senior Credit Committee, Assets and Liabilities Committee Asset Laundering and Terrorist Financing Prevention Committee, Senior Recovery Committee, Risk Management Committee, Ethics and Compliance Committee and Financial Services Users Protection Committee. Mr. Mooney holds a degree in business administration from Universidad Argentina de la Empresa and an MBA from the Kellogg Graduate School of Management. He has more than 30 years of experience in the Argentine financial market, holding senior positions related to risk management, credit, product development, marketing, digital strategies and operations. He also serves as Director of Micro Sistemas S.A.
Ernesto Eduardo Medina was born on January 9, 1967. He is our Technology and Banking Transactions Manager since August 2020 and has been our Human Resources Manager since October 2016. He is a member of the Technology Governance Committee, the Information Security Committee and the Risk Management Committee. Mr. Medina holds degrees in Public Accounting and Business Management from Universidad de Buenos Aires. He also has a degree in computer science from Universidad de Buenos Aires and a Psychology degree from Universidad de Ciencias Empresariales y Sociales. He holds two master’s degree in Renewable Energies and Environment Management, both from Universidad de Cádiz and a master’s degree in clinical Neuropsychology from Universidad Europea Miguel Cervantes. Mr. Medina joined us in February 1989. He also serves as Director of Micro Sistemas S.A.
Francisco Muro was born on March 2, 1973. He is our Distribution and Sales Manager since October 2014. Mr. Muro holds a degree in Accounting from Universidad de Buenos Aires and a master’s degree from IAE (Universidad Austral). Mr. Muro joined us in August 2004.
Adrian Mariano Scosceria was born on January 22, 1966. He is our Corporate Banking Manager since May 2017 and a member of the Senior Credit Committee and the Assets and Liabilities Committee. Mr. Scosceria holds a degree in Business Administration from Universidad Católica Argentina and a specialization in Administration and Management from Harvard University. He also serves as Director of Finova S.A.
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Mercedes Bembibre was born on April 20, 1967. She is our People Manager since July 1, 2025 and as a member of our Ethics and Compliance Committee. She previously worked for 29 years at HSBC, where she held various leadership roles in human resources at both local and regional levels, culminating her career as Head of HR for Argentina and Uruguay. Ms. Bembibre holds a degree in chemical engineering from Instituto Tecnológico de Buenos Aires and a postgraduate degree in strategic human resources management from IDEA.
Guillermo Jejcic was born on September 9, 1977. He is our Retail Banking Manager since July 1, 2025 and as a member of our Assets and Liabilities Committee and the Senior Credit Committee. He previously served as our Digital Transformation Manager from 2023 to July 2025, where he played a key role in defining the transformation strategy and digital assets. Prior to joining Banco Macro, he spent 19 years at Itaú Argentina in various positions, including Head of Retail Banking and Technology, where he led initiatives integrating technological innovation with customer experience. Mr. Jejcic holds a degree in industrial engineering from Universidad de Buenos Aires, an MBA from Universidad Austral and a master’s degree in finance from Universidad de San Andrés. He also serves as Director of Micro Sistemas S.A.
The Argentine General Corporation Law provides that the compensation paid to all directors and syndics in a financial year may not exceed 5.0% of the company’s earnings if we are not paying dividends in respect of such net income. The General Corporation Law increases the annual limitation on director compensation to up to 25.0% of net income based on the amount of such dividends, if any are paid. In the case of directors that perform duties at special commissions or perform administrative or technical tasks, the aforesaid limits may be exceeded if a shareholders’ meeting so approves and such issue is included in the agenda and is in accordance with the CNV Rules. In any case, the compensation of all directors and members of the supervisory committee requires shareholders’ approval at an ordinary meeting.
The aggregate amount of compensation to all directors, alternate directors and members of supervisory committee for fiscal year 2025 was Ps.15,070.3 million. In 2025, Banco Macro paid its Senior Management an aggregate nominal amount of Ps.8,771.6 million in compensation, including salaries and bonuses. Neither we nor any of our subsidiaries have entered into any agreement that provides for any benefit or compensation to any director after the expiration of his term or upon his retirement.
On November 28, 2023, our Nominating and Corporate Governance Committee approved a new clawback policy (the “Clawback Policy”) in accordance with the listing requirements of the NYSE. Subsequently, the Board of Directors took notice of the committee’s minutes and the approval of the policy on December 13, 2023. The Clawback Policy, which became effective immediately, provides for the recovery of erroneously awarded incentive-based compensation received by current and former executive officers in connection with a financial restatement. The policy is administered by the Incentives Committee. A copy of our Clawback Policy is attached hereto as Exhibit No. 97.1.
As a listed company on the NYSE, we are required under the rules governing listed companies to:
comply with SEC’s requirements concerning an audit committee,
submit an annual written affirmation to the NYSE and interim written affirmations, if applicable,
disclose any significant ways in which our corporate governance practices differ from those followed by domestic companies under the NYSE listing standards, and
our CEO must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with any of the applicable NYSE corporate governance rules.
We incorporate the information regarding the significant ways in which our corporate governance practices differ from those followed by domestic companies under the NYSE listing standards by reference to our website www.macro.com.ar. For further information see item 16.G.
Independence of the Members of the Board of Directors and the Supervisory Committee
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Within ten business days from the date of the appointment of members of the Board of Directors and supervisory committee such members of the Board of Directors and/or the supervisory committee shall inform the CNV whether they are “independent” pursuant to CNV Rules.
In accordance with the general principles of corporate governance established by the CNV, the Board of Directors shall have adequate levels of independence and diversity to enable it to make decisions in the best interest of the company, avoiding groupthink and decision-making by dominant individuals or groups within the Board.
Pursuant to CNV Rules, a director is not considered independent in certain situations, including where a director:
is a member of the Board of Directors the parent company or another company belonging to the same economic group of the issuer through a pre-existing relationship at the time of his or her election, or if said relationship had ceased to exist during immediately the previous three years;
is or has been associated with the company or any of its shareholders having a direct or indirect “significant participation” on the same, or with corporations with which also the shareholders also have a direct or indirect “signification participation”; or if he or she was associated with them through an employment relationship during the last three years;
has any professional relationship or is a member of a corporation that maintains frequent professional relationships of significant nature and volume, or receives remuneration or fees (other than the one received in consideration of his performance as a director) from the issuer or its shareholders having a direct or indirect “significant participation” on the same, or with corporations in which the shareholders also have a direct or indirect “significant participation.” This prohibition includes professional relationships and affiliations during the last three years prior to his or her appointment as director;
directly or indirectly owns 5% or more of shares with voting rights and/or a capital stock of the issuer or any company with a “significant participation” in them;
directly or indirectly sells and/or provides goods and/or services (different from those accounted for in section c)) on a regular basis and of a significant nature and volume to the company or to its shareholders with direct or indirect “significant participation,” for higher amounts than his or her remuneration as a member of the Board of Directors. This prohibition includes business relationships that have been carried out during the last three years prior to his or her appointment as director;
has been a director, manager, administrator or principal executive of not-for-profit organizations that have received funds, for amounts greater than those described in section I) of article 12 of Resolution No. 30/2011 of the UIF and its amendments, from the issuer, its parent company and other companies of the same group of which it is a part, as well as of the principal executives of any of them;
receives any payment, including the participation in plans or stock option schemes, from the company or companies of the same economic group, other than the compensation paid to him or her as a director, except dividends paid as a shareholder of the company in the terms of section d) and the corresponding to the consideration set forth in section e);
has served as member of the board of director of the issuer, its parent company or another company belonging to the same economic group for more than ten years. If said relationship had ceased to exist during the previous three years, the independent condition will be recovered;
is the spouse or legally recognized partner, relative up to the third level of consanguinity or up to the second level of affinity of persons who, if they were members of the Board of Directors, would not be independent, according to the above listed criteria;
Pursuant to the CNV Rules, a director who, after his or her appointment, falls into any of the circumstances indicted above, must immediately report to the issuer, which must inform the CNV and the authorized markets where it lists its negotiable securities immediately upon the occurrence of the event or upon the instance becoming known.
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In all cases, the references made to “significant participation” set forth in the aforementioned independence criteria will be considered as referring to those individuals who hold shares representing at least 5% of the capital stock and or the vote, or a smaller amount when they have the right to elect one or more directors by share class or have other shareholders agreements relating to the government and administration of the company or of its parent company.
The Argentine independence standards under the CNV Rules differ in many ways from U.S. federal securities law standards.
The structure of the Board of Directors must be in conformity with the foregoing by the first shareholders’ meeting held after December 31, 2018. As of the date of this annual report, Mario Luis Vicens, Fabián Aljeandro de Paul, Sebastián Palla, Agustín Mariano Álvarez, Daniela Anahí Rivarola Meilán, Miguel Iribarne and Lucas Matías Gregorio qualify as independent members of our Board of Directors under the criteria specified by the CNV.
Pursuant to the Capital Markets Law, all of the members of the supervisory committee of companies admitted to the public offering regime shall have independent status.
Additionally, the Buenos Aires Professional Council of Economic Sciences (Consejo Profesional de Ciencias Económicas de la Ciudad de Buenos Aires or “CPCECABA”) also established certain requirements regarding the independence of public accountants which act as members of the supervisory committee. Pursuant to regulations issued by the CPCECABA and the CNV, syndics must be independent from the company they are auditing. A syndic will not be independent if it:
is the owner, partner, director, administrator, manager or employee of the company or economically related entities;
is the spouse or relative (collateral until fourth grade), or relatives by affinity until second grade, of one of the owners, partners, directors, administrators or managers;
is a shareholder, debtor, creditor or guarantor of the company or economically related entities, representing a significant amount if compared with its own wealth or the company’s net equity;
possesses a significant amount of interest in the company or economically related entities (or if it has had such interest during the period to be audited);
if the remuneration depends on or is contingent with the conclusions or results of its auditing work;
if the remuneration agreed depends on the result of the operations of the company.
As of the date of this annual report, Alejandro Almarza, Carlos Javier Piazza, Ariel Maximiliano Bozzano, Horacio Roberto Della Rocca, Francisco Javier Piazza and Vivian Haydeé Stenghele are qualified as independent members of our supervisory committee under these criteria.
Banco Macro’s Board of Directors is responsible for approving policies that promote inclusion and diversity, ensuring the existence of training and coaching policies on gender issues and prevention or treatment of gender violence.
For information on the expiration of current terms of directors see Item 6.A “Directors and Senior Management.” For information on service contracts with directors providing benefits upon termination of employment see Item 6.B “Compensation.”
Supervisory Committee
Our bylaws provide for a supervisory committee, which consists of three syndics and three alternate syndics that serve for a term of one fiscal year. Pursuant to the Argentine Corporate Law, only lawyers and accountants admitted to practice in Argentina or civil partnerships composed of such persons may serve as syndics of an Argentine sociedad anónima, or limited liability corporation.
The primary responsibilities of the supervisory committee are to monitor the management’s compliance with the Argentine Corporate Law, the bylaws, its regulations, if any, and the shareholders’ resolutions, and to perform other functions, including:
attending meetings of the Board of Directors, and shareholders’ meetings,
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calling special shareholders’ meetings when deemed necessary and ordinary and special shareholders’ meetings when not called by the Board of Directors and
investigating written complaints of shareholders. In performing these functions, the supervisory committee does not control our operations or assess the merits of the decisions made by the Board of Directors.
The supervisory committee has unlimited access to our books and registers and a right to request as much information as necessary for the performance of its duties.
The following table sets forth certain relevant information of the members of our supervisory committee as of the date of this annual report:
Alejandro Almarza
Carlos Javier Piazza
Ariel Maximiliano Bozzano
Horacio Roberto Della Rocca
Francisco Javier Piazza
Vivian Haydeé Stenghele(1)
Appointed by ANSES—FGS, as instructed by the Sindicatura General de la Nación.
The business address of the members of the Supervisory Committee is Eduardo Madero 1172, City of Buenos Aires, Argentina. Set forth below are brief biographical descriptions of the members of our supervisory committee:
Alejandro Almarza was born on January 16, 1958. Mr. Almarza holds an accounting degree from the University of Buenos Aires in Argentina. Mr. Almarza also serves as a member of the supervisory committee of Macro Securities, Macro Fiducia, Argenpay S.A.U., Macro Agro S.A.U., Fintech S.G.R., Alianza S.G.R., Micro Sistemas S.A., Genneia S.A., Camuzzi Gas Pampeana S.A., Empresa de Energía Río Negro S.A., Seguro de Depósitos S.A., Edison Energía S.A., Edison Holding S.A., Noanet S.A., Dimater S.A., Empresa de Construcción y Servicios (ECOS) S.A., Empresa de distribución eléctrica de Tucumán S.A., Norelec S.A.U., Empresa Jujeña de Energía S.A., Empresa Jujeña de Sistemas Energéticos Dispersos S.A., Compañía Eléctrica de Inversiones S.A., Alicurá Hidroeléctrica Argentina S.A., Cerros Colorados Hidroeléctrica Argentina S.A., Lineas de Transmision del Litoral S.A., Consorcio de Empresas Mendocinas para Potrerillos S.A., Edison Generación S.A., and Energética del Norte S.A.U. He also serves as alternate member of the supervisory committee of Banco de Valores S.A., Edison Inversiones S.A.U. and Valo Securities S.A.U. Mr. Almarza was admitted to the Accountants Professional Association of the City of Buenos Aires in 1983.
Carlos Javier Piazza was born on September 16, 1958. Mr. Piazza holds an accounting degree from the University of Buenos Aires in Argentina. Mr. Piazza serves as a member of the supervisory committee of Central Tucumano S.A., Argenpay S.A.U., Macro Agro S.A.U., Macro Fiducia S.A.U., Macro Securities S.A.U., Banco de Valores S.A., Valo Securities S.A.U., Edison Las Maderas S.A.U. and Mercado de Futuros y Opciones S.A., and as alternate member of supervisory committee of Genneia S.A., Camuzzi Gas Pampena S.A., Empresa de Energía Río Negro S.A., Fintech S.G.R., Alianza S.G.R., Micro sistemas S.A., Edison Energía S.A., Edison Holding S.A., Noanet S.A., Dimater S.A., Empresa de Construcción y Servicios (ECOS) S.A., Empresa de distribución eléctrica de Tucumán S.A., Norelec S.A.U., Empresa Jujeña de Energía S.A., Empresa Jujeña de Sistemas Energéticos Dispersos S.A., Compañía Eléctrica de Inversiones S.A., Alicurá Hidroeléctrica Argentina S.A., Cerros Colorados Hidroeléctrica Argentina S.A., Lineas de Transmision del Litoral S.A., Consorcio de Empresas Mendocinas para Potrerillos S.A., Edison Generación S.A. and Energética del Norte S.A.U. Mr. Piazza was admitted to the Accountants Professional Association of the City of Buenos Aires in 1983.
Ariel Maximiliano Bozzano was born on February 28, 1983. Mr. Bozzano holds an accounting degree from the University of Buenos Aires in Argentina. Mr. Bozzano also serves as an alternate member of the supervisory committee of Banco Hipotecario S.A.
Horacio Roberto Della Rocca was born on June 25, 1953. Mr. Della Rocca holds an accounting degree and a degree in Business Administration from the University of Buenos Aires in Argentina. Mr. Della Rocca also serves as a member of the supervisory committee of Empresa de Energía Río Negro S.A., Culturagro S.A., Guadiamar S.A., Otoba S.A., Santa Olimpia S.A., Tikalar S.A., Macro Fondos, Macro Fiducia, Argenpay S.A.U., Macro Agro S.A.U., Argentina Sono Film S.A. and Edison Energía S.A., Edison Holding S.A., Noanet S.A., Dimater S.A., Empresa de Construcción y Servicios (ECOS) S.A., Empresa de distribución eléctrica de Tucumán S.A., Norelec S.A.U., Compañía Eléctrica de Inversiones S.A., Alicurá Hidroeléctrica Argentina S.A., Cerros Colorados Hidroeléctrica Argentina S.A., Lineas de Transmision del Litoral S.A., Consorcio de Empresas Mendocinas para Potrerillos S.A., Edison Generación S.A., Edison Las Maderas S.A.U. and Energética del Norte S.A.U. and as alternate member of the supervisory committee of Casino Buenos Aires S.A., Macro Securities and CRIBA Sociedad Anonima.
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Francisco Javier Piazza was born on December 17, 1987. Mr. Piazza holds an accounting degree from the University of Buenos Aires in Argentina. Mr. Piazza also serves as a member of the supervisory committee of Macro Securities S.A.U and as an alternate member of the supervisory committee of Macro Fiducia S.A.U., Macro Agro S.A.U., Argenpay S.A.U., Valo Securities S.A.U. and Banco de Valores S.A.
Vivian Haydeé Stenghele was born on October 7, 1969. Ms. Stenghele holds an accounting degree from the University of Buenos Aires in Argentina. Ms. Stenghele serves as member of the supervisory committee of Banco Hipotecario S.A., RTA S.A. and Edenor S.A. and as alternate member of the supervisory committee of YPF.
Audit Committee
As of the date of this annual report, our audit committee is comprised of three directors, Sebastián Palla, Fabián Alejandro de Paul and Mario Luis Vicens, all of which satisfy the independence requirements of Rule 10A-3. The Argentine independence standards under the CNV Rules differ in many ways from the NYSE and U.S. federal securities law standards. See item 16.G “Corporate Governance.”
The audit committee is responsible for the fulfillment of the duties within its powers, as set forth under the Capital Markets Law, including, among others, the following:
delivering an opinion regarding the board of director’s proposal of appointment of our external auditors and controlling their independent status,
supervising the correct performance of our internal control and accounting systems,
supervising the observance of the policies regarding information about our risk management and
delivering an opinion regarding transactions with related parties or transactions that may threaten any conflicts of interest.
We currently comply with the requirements of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, as applicable to foreign private issuers with respect to the composition and functions of our audit committee.
Committees Reporting to the Board of Directors and to the Chief Executive Officer and the Chief Financial Officer
The following committees operate under the supervision of our Board of Directors, and their members and roles are described below:
Internal Audit Committee
The internal audit committee is comprised of at least two directors (a majority of them satisfies the independence requirements as per the CNV Rules), and the Internal Audit Manager. The term of each member is for a minimum period of two years (provided their directorship does not expire beforehand) and a maximum of three years. The internal audit committee is responsible for supervising the correct functioning of our internal control systems and procedures. Furthermore, this committee takes notice of our annual and quarterly financial statements, the external auditor’s reports, the syndic’s reports, the relevant financial information and the audit committee’s reports.
Technology Governance Committee
The Technology Governance Committee is composed of three directors, the Chief Executive Officer, the Technology and Banking Transactions Manager, the Strategy, Management Control and Institutional Relations Manager, Risk Manager, the Compliance, Internal Control and Operational Risk Manager and the Information Security Manager. The Technology Governance Committee is responsible for overseeing the proper functioning of the information technology environment and contributing to the improvement of its effectiveness.
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Information Security Committee
The Information Security Committee is comprised of at least two directors, the Chief Executive Officer, the Risk Manager, the Information Security Manager, the Compliance, Internal Control and Operational Risk Manager, the Integrated Security Manager and the Technology and Banking Transactions Manager. The Information Security Committee is responsible for overseeing the protection of information assets, ensuring the confidentiality, integrity and availability of information, and compliance with our security policies.
Senior Credit Committee
The Senior Credit Committee is comprised of at least two directors, the Chief Executive Officer, the Risk Manager, the Corporate Banking Manager, the Wholesale Risk Manager, the SME Credit Manager and the Retail Banking Manager. The senior credit committee is responsible for the issuance of our credit policy and credit analysis guidelines. Furthermore, this committee reviews and approves margins of credit and/or extraordinary operations which exceed Ps.6,000,000,000 and examines periodic reports related to our loan portfolio.
Assets and Liabilities Committee
The assets and liabilities committee is comprised of three directors, the Chief Executive Officer, the Risk Manager, the Strategy, Management Control and Institutional Relations Manager, the Finance Manager, the Corporate Banking Manager, the Financial Planning and Strategy Manager, the Treasury Desk Manager and the Retail Banking Manager. The committee is responsible for our financial strategy. In addition, it carries on deep market analysis and establishes strategic policies related to our liquidity, market, interest rate and currency risks.
Asset Laundering and Terrorist Financing Prevention Committee
The Committee is made up of three directors, one of whom is a responsible officer designated as Compliance Officer, the Risk Manager, the Anti-Money Laundering Manager, the Legal Manager and the Manager of Compliance, Internal Control and Operational Risk. The asset laundering and terrorist financing prevention committee is responsible for planning, coordinating and monitoring compliance with anti-money laundering policies approved by the Board of Directors and its powers include to:
define policies for compliance with anti-money laundering corporate guidelines,
be a permanent forum for the discussion of money laundering and terrorist financing risks that affect us,
promote the definition of strategies controls to prevent money laundering and terrorist financing and implement such controls,
be responsible for the continued update of the manual of procedures for the prevention of money laundering and terrorist financing, in accordance with regulatory changes and new Bank needs,
monitor the implementation of a program designed to provide training and raise awareness regarding the prevention and control of money laundering and terrorist financing,
establish appropriate mechanisms for internal reporting of unusual or suspicious activities,
analyze any unusual or suspicious transactions to be reported to the relevant governmental agencies in compliance with applicable regulations, and subsequently inform to the Board of Directors,
provide support to the head of the asset laundering and terrorist financing prevention committee in the examination of unusual or suspicious transactions,
approve and follow-up on the work program submitted by the asset laundering and terrorist financing prevention committee for the relevant fiscal year, for which it will report to the Board of Directors and
perform any other duties that may be imposed under applicable laws and regulations.
Senior Recovery Committee
The senior recovery committee is comprised of at least two directors, the Risk Manager, the Senior Recovery Manager, the Wholesale Risk Manager and the Legal Manager. The committee manages outstanding loans on behalf of the Board of Directors, which nevertheless retains its power in that regard. This committee is in charge of the implementation of the predefined policies for the granting of withdrawals and refinancing, to define the payment arrangements that exceed the preferential parameters, as well as the decisions of which portfolios are transferred to judicial management or accounting losses.
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Risk Management Committee
The risk management committee is made up of three directors, the Chief Executive Officer, the Risk Manager, the Finance Manager, the Technology and Banking transactions manager, Financial Risk Management Manager, the Non-Financial Risk Management Manager, the Banking Operations Manager, and the Compliance, Internal Control and Operational Risk Manager.
The committee is responsible for monitoring senior management activities involving the management of credit, market, liquidity, operational, compliance and reputational risks, among others. The committee’s mission is to supervise and ensure that the controls and procedures in place are adequate to mitigate any risk, and to recommend and implement updates to risk management policies and procedures. In addition, this committee gives advice to the Board of Directors regarding our overall risk. This committee is also responsible for notifying the Board of Directors and senior management about any failure to comply with applicable limits to risk exposure, suggesting remedies, such as assuming the risk or mitigating the risk.
Ethics and Compliance Committee
The ethics and compliance committee is comprised of four directors, the Risk Manager, the People Manager, the Compliance Manager, the Legal Manager, and the Compliance, Internal Control and Operational Risk Manager.
This committee is responsible for implementing ethic guidelines set forth by the Board of Directors and supervising compliance. In addition, this committee promotes the implementation of our social responsibility policies and fosters the adoption of such policies by setting forth tools and procedures that will enable our management to incorporate social responsibility policies and consequently implement those policies within the Bank.
Corporate Governance and Appointments Committee
The committee is comprised of three directors and is responsible for processes related to the renewal, substitution and succession of members of our senior management. This committee is also responsible for the implementation of our corporate governance code and that of our subsidiaries.
Personnel Incentives Committee
The personnel incentives committee is comprised of three directors. The committee’s main functions are to control those incentives plans to all personnel, excluding directors, are consistent with our business culture, goals, long term business plan, business strategy, and control environment.
Financial Services Users Protection Committee
The committee is comprised of one director, the Risk Manager, the Non-Financial Risk Management Manager, the Customer Services Manager, the Legal Manager, the Compliance Manager, the Compliance, Internal Control and Operational Risk Manager and the Head of Customer Service for Financial Services. The committee is responsible for complying with the data protection standard of the user of financial services and analysis of existing claims.
Advisors and Auditors
Advisors
Our main legal advisor is Bruchou & Funes de Rioja, at 12th floor, Ing. Butty 275, City of Buenos Aires (C1001AFA). Bruchou & Funes de Rioja provides us legal advice in the creation of the Program and the issuance of notes. Our tax advisor in Argentina is Estudio Della Roca-Piazza-Almarza, with offices at 15th floor, 25 de Mayo 432, Ciudad Autónoma de Buenos Aires, Argentina.
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Auditors
Our auditor for the year ended December 31, 2025 was Eleonora Prieto Rodríguez, Argentine tax identification number 27-28166159-6, and for the years 2024 and 2023 was Leonardo D. Troyelli, Argentine tax identification number 20-26822478-6 , partners of Pistrelli, Henry Martin y Asociados S.A. (member of Ernst & Young Global Limited), with offices at 25 de Mayo 487, Ciudad Autónoma de Buenos Aires, Argentina.
Regarding our organizational structure, as of December 31, 2025, we had 8,490 employees, including all of our subsidiaries, 48% of whom worked at our headquarters and the remaining 52% at our branches. Our employees are represented by a national bank union, which negotiates a collective bargaining agreement setting minimum wages for all of its members. We maintain a good relationship with our employees and have never experienced a work stoppage.
Headquarters
Branches
Includes 1,411 employees from Banco BMA S.A.U. and its subsidiaries, entities acquired in November 2023.
As of December 31, 2025, the persons who were members of Banco Macro S.A.’s Board of Directors and supervisory committee held as a group a total of 6,086,825 shares of our capital stock, representing less than one percent of our share capital and the votes. With the exception of Jorge Pablo Brito, Marcos Brito, Constanza Brito, and Sebastián Palla, no member of the Board of Directors or the supervisory committee owned our shares. In addition, Guillermo Jejcic, a member of our senior management, owned less than one percent of the shares as of December 31, 2025.
As of December 31, 2025, we had 639,413,408 common shares, consisting of 11,235,670 Class A shares and 628,177,738 Class B shares. Each share of our common shares represents the same economic interests, except those holders of our Class A shares are entitled to five votes per share and holders of our Class B shares are entitled to one vote per share. Other than noted differences among holders of Class A shares and holders of Class B shares, the holders of these shares listed in the table below do not have different voting rights.
The following table sets forth information regarding the ownership of our Class A and Class B shares as of December 31, 2025:
Shareholders
ANSES
Delfín Jorge Ezequiel Carballo
Banco de Servicios y Transacciones S.A., as fiduciary of JHB BMA Guarantee Trust(1)
Other(2)
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Following the death of Jorge Horacio Brito, his shares were transferred to the JHB BMA Guarantee Trust whose beneficiaries are his forced heirs.
Includes The Bank of New York Mellon as depositary of our ADSs. The Bank of New York Mellon holds 143,726,170 Class B shares, 22.48% of capital and 21.00% of votes. Also includes 23,107 Class B shares held in treasury.
The table below represents the evolution of our capital stock and the material changes in equity participation of the significant shareholders, in both cases, for the last three years:
Date
Capital Stock (Shares)
Significant Shareholders
Following the death of Jorge Horacio Brito, his shares were transferred to the JHB BMA Guarantee Trust, whose beneficiaries are his forced heirs.
ADSs Held in Host Country
As of December 31, 2025, in accordance with the records of the Bank of New York Mellon, Cede & Co., as nominee of the Depositary Trust Company, was the only registered holder of our ADSs in the United States. As of such date, Cede & Co. held 14,398,016 ADSs, corresponding to 22.52% of our issued common shares.
We are not party to any transactions with, and have not made any loans to, any of our directors, key management personnel or other related parties, nor are there any proposed transactions with such persons, except for those permitted by applicable law. Some of our directors have been involved in certain credit transactions with us. The Argentine Corporate Law and Central Bank Rules allow directors of a corporation to enter into a transaction with such corporation if the transaction is in line with prevailing market practice.
A related party is a person or entity that is related to us that:
has control or joint control of us;
has significant influence over us;
is a member of the key management personnel of the Bank or its parent;
are members of the same group; or
in which one entity is an associate (or an associate of a member of a group of which the other entity is a member).
Key management personnel are those persons having authority and responsibility for planning, directing and controlling our activities, directly or indirectly. We consider as key management personnel, for the purposes of IAS 24, the members of the Board of Directors and the senior management members of the Risk Management Committee, the Assets and Liabilities Committee and the Senior Credit Committee.
For the years ended December 31, 2025, 2024 and 2023 an aggregate of Ps.197,251.5 million, Ps.115,177.8 million, Ps.111,350.0 million, respectively, in financial assistance granted by us (including loans, leases and guarantees granted) was outstanding to related parties (not including main subsidiaries). All financial assistance to related parties (a) were made in the ordinary course of business; (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features
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Likewise, as of December 31, 2025, 2024 and 2023, the total amount of deposits made by related parties (not including main subsidiaries) to us amounted to Ps.112,456.1 million, Ps.143,347.8 million and Ps.133,679.7 million respectively.
For further information regarding related party transactions see note 20 “Related parties” to our audited consolidated financial statements as of December 31, 2025, and 2024.
See Item 18 and our audited consolidated financial statements as of December 31, 2025 and 2024 included in this annual report.
Legal Proceedings
We are involved in normal collection proceedings and other legal proceedings in the ordinary course of business. Also, we are involved in some class actions, some of which have been settled and others we have appealed. However, we are not involved in any litigation or other legal proceedings that, if adversely determined, would individually or in the aggregate have a material adverse effect on our operations.
For further information regarding legal proceedings, see note 50 “Tax and other claims” to our audited consolidated financial statements as of December 31, 2025 and 2024. In connection with such claims, our management and its tax and legal advisors believe there are no additional significant effects to those already recognized in the books that may result from the final outcome of such claims.
Please note that we have been subject to the imposition of certain sanctions imposed by the Central Bank or the UIF and summaries at CNV or UIF. Nevertheless, these potential penalties would not involve the payment of material amounts. As of the date of this annual report, the total amount of monetary penalties received, pending to be paid for being appealed amount to Ps.500 thousand, which was registered according to Communication “A” 5689 and 5940 of the Central Bank, as amended or supplemented from time to time. Our management and our legal advisors believe that no further significant accounting effects could arise from the effect of the mentioned situations.
Dividend Policy
The decision to distribute the dividends also corresponds to the Shareholders’ Meeting, based pursuant to the Central Bank Rules and on the recommendation of the Board of Directors. We are not obliged to distribute profits, being at the exclusive discretion of the Shareholders’ Meeting the determination of the maximum amount, pursuant to the Central Bank Rules and opportunity and the form of payment of the dividends to the network, being able to delegate this power to the Board of Directors. Likewise, the Shareholders’ Meeting may create special reserves for future distributions of dividends, provided that they are reasonable and respond to a prudent administration, which it can disaffect if it considers its distribution pertinent. Article 32 of Banco Macro S.A.´s bylaws establishes the purpose that the Shareholders’ Meeting should give to the net and realized profits, resulting from the financial statements approved by such body.
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.
Our dividend distribution policy is based on maintaining an adequate balance between the amounts distributed and the investment and expansion policies. It should be noted that this dividend policy may be conditioned in the future by the existence of regulations in the market and/or by the strategic plans that we adopt at any time.
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Dividends are distributed under financial results calculated under Central Bank Rules, which may differ in certain aspects from IFRS.
The following table sets forth the cash dividends paid to our shareholders from 2003 to 2025. All banks were prohibited by the Central Bank from paying dividends from the earnings of 2001 and 2002.
Based on financial statements for year
ended December 31,
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019(3)
2020(4)
2021
2022
2025(9)
For fiscal year ended December 31, 2008, dividends paid in cash were Ps.148.3 million based on the outstanding number of shares on the payment dates.
For the fiscal year ended December 31, 2014, we sought authorization from the Central Bank to distribute Ps.596.3 million (Ps.1.02 per share) and in February 2016 we received authorization to distribute Ps.227.70 million (Ps.0.3895 per share).
The shareholders’ meeting held on April 30, 2020 resolved to approve a cash dividend in the total amount of Ps.12,788.3 million, Ps.20 per share, subject to the prior authorization of the Central Bank. In addition, the shareholders’ meeting held on October 21, 2020 resolved to approve a final dividend in an aggregate amount not to exceed Ps.3,791.7 million (Ps.5.93 per share) subject to the prior authorization of the Central Bank. Pursuant to Central Bank Communication “A” 7312, profit distributions were suspended until December 31, 2021. See more information in (5).
The shareholders’ meeting held on April 30, 2021, resolved to approve a cash dividend for a total amount of Ps.10,000.4 million which represented Ps.15.64 per shares subject to prior authorization of the Central Bank. Pursuant to Central Bank Communication “A” 7312, the distributions of profits were suspended until December 31, 2021. See more information in (5).
The shareholders’ meeting held on April 29, 2022, resolved to approve a dividend (in cash or kind) for an amount of Ps.22.18 per share, which shall mean a total amount to be distributed of Ps.14,187.9 million subject to prior authorization of the Central Bank. As of April 29, 2022, a total amount of Ps.26,580.4 million (Ps.41.57 per share) was pending distribution, which was approved by the Meetings held on April 30 and October 21, 2020, and April 30, 2021. Pursuant to Communication “A” 7421”, the Central Bank provided that the entities could distribute profits, with prior authorization, from 1.1.22 to 12.31.22 for up to 20% of distributable profits. On May 12, 2022, the Bank obtained the authorization for the partial distribution of the dividends already approved by the aforementioned meetings, for a total amount of Ps.19,751.4 million, which represented a value of Ps.30.89 per share and 20% of the total distributable profits. The payment was made in 12 equal installments, with the first payment for the first 6 installments to be made on June 7, 2022.
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The shareholders’ meeting held on April 25, 2023, resolved to approve a dividend (in cash or kind) for an amount of Ps.117.36 per share, which shall mean a total amount to be distributed of Ps.75,040.9 million subject to prior authorization of the Central Bank. On May 12, 2023, the Bank obtained the authorization for the distribution of the dividends already approved by the aforementioned meetings and the payment was made in 6 equal installments, and the Board of Directors approved the payment of a dividend in kind through the delivery of 346,680,043.74 nominal values of Bono de la Nación Argentina en Moneda Dual (Argentina’s Dual Currency Public Bond) due on April 30, 2024 (Bond Code TDA24) with the first payment on May 31, 2023.
The shareholders’ meeting held on April 12, 2024, resolved to approve a dividend (in cash or kind) for an amount of Ps.460.0 per share, which shall mean a total amount to be distributed of Ps.294,130,167,680 (amount expressed in constant currency as of December 31, 2023), subject to prior authorization from the Central Bank. Pursuant to Communication “A” 7984 dated March 21, 2024, the Central Bank provided that the entities could distribute profits, with prior authorization, until December 31, 2024 for up to 60% of the amount that would have been applicable if the “Distribution of Results” rules had been applied and on April 30, 2024, the Central Bank by Communication ”A” 7997, provided that the entities could distribute profits, in 3 monthly equal and consecutive instalments. On May 3, 2024, the Bank obtained the authorization for the distribution of the dividends already approved by the aforementioned meeting and the payment was made in cash in 3 equal installments with the first payment on May 22, 2024.
The shareholders’ meeting held on April 4, 2025, resolved to approve a dividend (in cash or kind) for an amount of Ps.469.18 per share, which shall mean a total amount to be distributed of Ps.300,000,000,000 (amount expressed in constant currency as of December 31, 2024), subject to prior authorization from the Central Bank. Pursuant to Communication “A” 8214 dated March 13, 2025, the Central Bank provided that the entities could distribute profits, in 10 monthly equal and consecutive instalments (since June 30, 2025) with prior authorization, for up to 60% of the amount that would have been applicable if the “Distribution of Results” rules had been applied. On June 4, 2025, the Bank obtained the authorization for the distribution of the dividends already approved by the aforementioned meeting and the payment was made in cash in 10 equal installments with the first payment on June 30, 2025.
The Shareholders’ Meeting held on April 8, 2026, approved to distribute cash dividends and/or dividends in kind, in this case measured at market value, for an amount of Ps. 138,956,468,470 (amount expressed in constant currency as of December 31, 2025), representing Ps. 217.33 per share, subject to prior BCRA authorization.
On the other hand, according to Communiqué “A” 8410 issued on March 19, 2026, the BCRA established that up to December 31, 2026, financial institutions which have the prior BCRA’s authorization will be allowed to distribute earnings up to 60% of the net income for the 2025 fiscal year, net of legal and statutory reserves. This distribution may be made in three equal, non-cumulative monthly installments, starting on the third business day of May and of each month in which the payment is made. The allocation of earnings must be consistent with the information disclosed in the Business Plan and Projections Reporting Regime and the Capital Self-Assessment Report. Moreover, the BCRA established that the calculation of the components to determine distributable earnings, as well as the amount of the aforementioned installments, must be measured in constant currency as of the date of the Shareholders’ Meeting.
In all cases in which the payment of dividends in installments is authorized, the amount of each of the installments will be paid in homogeneous currency, using the latest national consumer price index (CPI) published by the National Institute of Statistics and Census (INDEC) as of the date on which it is resolved to make available each of the installments.
For fiscal years ended December 31, 2011 and 2012 we were not able to distribute dividends because we did not reach the regulatory threshold for dividend distribution under Central Bank Rules. For more information, see “Item 4.B—Argentine Banking Regulation—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution.”
Amounts available for distribution and distribution approval process
Under the Argentine Corporate Law, declaration and payment of annual dividends, to the extent funds are legally available, is determined by our shareholders at the annual ordinary shareholders’ meeting. Generally, but not necessarily, our Board of Directors makes a recommendation with respect to the payment of dividends.
Dividends may be lawfully declared and paid only out of our retained earnings stated in our yearly financial statements according to Central Bank Rules and approved by a shareholders’ meeting as described below.
The Board of Directors submits our financial statements for the preceding fiscal year, together with reports thereon by the Supervisory Committee, at the annual ordinary shareholders’ meeting for approval. Within four months of the end of each fiscal year, an ordinary shareholders’ meeting must be held to approve the financial statements and determine the allocation of our net income for such year.
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In accordance with the applicable CNV Rules, cash dividends must be paid to shareholders within thirty (30) days of the shareholders’ meeting approving such dividends. In the case of stock dividend payments, or a combination of stock and cash dividends, the shares and cash must be made available to shareholders within a period not exceeding three months from the notification of the public offering authorization.
According to the BYMA rules, entities whose pay their dividends in cash, must start with the payments within ten days as of the shareholders’ meeting approval, and in case of physical share dividends, or a combination of physical shares and cash, within 20 days from the authorization date, which shall be reduced to ten days if the shares are book-entry.
Central Bank and contractual limitations on distribution of dividends
In the past, the Central Bank has imposed restrictions on the payment of dividends, substantially limiting the ability of financial institutions to distribute such dividends without its prior consent.
The Central Bank has eased these restrictions through different Communications, by providing for a mechanism for the calculation of distributable profits of the financial institutions. Yet, the amount to be distributed, may be limited by Central Bank Rules, which may differ in certain aspects with IFRS and shall not compromise the liquidity and solvency of the financial entity.
This requirement shall be deemed fulfilled when the absence of integration deficiencies in the minimum capital position—both on an individual and consolidated basis—at the end of the fiscal year to which the considered unallocated earnings correspond, or in the most recently closed position, whichever presents the lower excess integration relative to the requirement, is verified. We have obtained authorization from the Central Bank to distribute dividends for fiscal years 2003 through 2010. For fiscal years ended December 31, 2012 and 2011 we were not able to distribute dividends because we did not reach the regulatory threshold for dividend distribution under Central Bank Rules. For fiscal year 2016, 2015, 2014 and 2013, we sought authorization from the Central Bank to distribute dividends, which we paid in June 2017, August 2016, March 2016 and July 2014. As a result of certain regulatory modifications introduced by the Central Bank, dividend payments made for the years 2018 and 2017 did not require prior authorization.
On January 31, 2020, the Central Bank issued Communication “A” 6886 (as amended from time to time), pursuant to which financial entities must obtain prior approval of the Central Bank in order to distribute dividends.
On March 19, 2020, in the midst of the COVID-19 crisis, the Central Bank issued Communication “A” 6939, as amended from time to time, by virtue of which the distribution of dividends by financial entities was temporarily suspended until December 31, 2021.
Between 2021 and 2026, the Central Bank imposed restrictions on the distribution of dividends by financial institutions, limiting such distributions to predetermined percentages of accumulated profits and requiring payments to be made in multiple equal, monthly, and consecutive installments. These restrictions were implemented through successive regulatory measures, which gradually adjusted the permissible distribution thresholds and installment structures.
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Legal reserve requirement
Pursuant to the Financial Institutions Law, we are required to maintain a legal reserve which must be funded with no more than 20% and no less than 10% of yearly income (which is calculated over the income that arise from the statutory financial statements), in accordance with Central Bank Rules. Pursuant to Central Bank Rules, we maintain a legal reserve which is funded with 20% of our yearly income, which may differ in certain significant aspects with IFRS (For more information see note 51 “Restriction on dividends distribution” of our audited consolidated financial statements as of December 31, 2025 and 2024”). This reserve can only be used during periods in which a financial institution has incurred losses and has exhausted all other reserves. If a financial institution does not comply with the required legal reserve, it is not allowed to pay dividends to its shareholders.
Under the Argentine Corporate Law and our bylaws, our yearly net income (as adjusted to reflect changes in prior results) is allocated in the following order:
to comply with the legal reserve requirement,
to pay the accrued fees of the members of the Board of Directors and statutory Supervisory Committee;
to pay fixed dividends, which are applied first to pending and unpaid dividends and holders of preferred stock (if applicable);
for voluntary or contingent reserves, as may be resolved from time to time by our shareholders at the annual ordinary or special shareholders’ meeting; and
the remainder of the net income for the year may be distributed as dividends on common shares or as otherwise decided by our shareholders at the annual ordinary shareholders’ meeting.
Except as otherwise disclosed in this annual report, there has been no undisclosed significant change since the date of the most recent annual financial statements included herein.
For the remaining information relating to our ADSs, see Exhibit 2(d) to this annual report.
Our Class B shares are currently traded on the BYMA (since November 1994) and A3 Mercados (since October 2015;) under the symbol “BMA”. Additionally, our ADSs have been trading on the NYSE since March 2006 under the symbol “BMA”.
Our notes are currently listed on the BYMA and A3 Mercados. Our Series A Subordinated Resettable Notes are also currently listed on the Luxembourg Stock Exchange.
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General
We are a financial institution incorporated under the laws of Argentina on November 21, 1966 as a sociedad anónima, or a stock corporation, for a 99-year period and registered on March 8, 1967 with the Public Registry of Commerce of Bahía Blanca, Province of Buenos Aires, Argentina, under No. 1154 of Book 2, Folio 75 of Estatutos. We subsequently changed our legal address to the City of Buenos Aires and registered it with the IGJ on October 8, 1996 under No. 9777 of Book 119, Volume A of Sociedades Anónimas.
As of December 31, 2025, our capital stock consisted of Ps.639,413,408, represented by 11,235,670 common, book-entry Class A shares, with a par value of one Peso each and the right to five votes per share, and 628,177,738 common, book-entry Class B shares, with a par value of one Peso each and the right to one vote per share.
According to our bylaws, we may issue different classes of shares of common shares entitled with one or five votes per share. However, as long as we remain in the public offering regime, we cannot issue additional shares of any class of capital stock that could entitle the holder thereof to more than one vote per share. All outstanding shares are fully paid.
Holders of Class A shares are permitted to convert their shares into Class B shares on a one-for-one basis.
Our bylaws do not contain any provisions related to sinking funds or potential liability of shareholders of Banco Macro to make additional contributions, nor do they contain any provisions that discriminate against any existing or prospective holder of our securities as a result of such holder owning a substantial number of shares.
There are no provisions in our bylaws that establish specific procedures or heightened thresholds for amending the rights of holders of our common shares beyond those required under applicable Argentine law.
Corporate Purpose
Our bylaws provide that our corporate purpose is to engage within or outside of Argentina in any banking transaction contemplated and authorized under the Financial Institutions Law and any other laws, rules and regulations governing banking activities in the place of performance, under the guidelines and with prior authorization, if appropriate, of the Central Bank. In addition, we are capable of acting as any category of “agent” under the Capital Markets Law and supplementing regulations, in connection with securities in the transactions contemplated under the legal provisions in effect governing the activity, under the guidelines and with the prior authorization, if appropriate, of the CNV. To that effect, we have full legal capacity to develop rights, incur obligations, and execute any kind of act and transaction related thereto. Furthermore, we are capable of having interests in other domestic or foreign financial institutions and or companies with the prior authorization of the Central Bank and in compliance with the rules of such entity, as applicable.
In respect of the different categories of agents established by the Capital Markets Law, and the CNV Rules, Banco Macro, and certain of their subsidiaries are registered with the CNV in one or more of the following categories: negotiation, clearing and settlement agent (ALyC), custody of collective investment products agent (AC PIC FCI), placement and distribution of mutual funds agent (ACYD FCI), financial trustees agent (FF) and were included in the list of entities qualified to guarantee capital market instruments.
Threshold above which Shareholder Ownership must be Disclosed
There are no provisions in our Bylaws governing the ownership threshold above which shareholder ownership must be disclosed.
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Directors’ Role and Conflict of Interests
Pursuant to our bylaws, our Board of Directors has full authority to carry out, on our behalf, all types of acts and agreements, including borrowing funds, applying for credit facilities, entering into loan agreements in our name, and authorizing the issuance of Notes subject to prior approval by the appropriate corporate body, as required under applicable law, the Board of Directors may further authorize the issuance of any other class of securities, instruments, or debt obligations permitted under present or future domestic or foreign legislation.
Under Argentine law, directors must refrain from participating in decisions where they, or related parties, have a conflict of interest with the company, and must disclose such conflict to the board and the statutory auditor. They may only enter into transactions with the company if these are in the ordinary course of business and on market terms; otherwise, prior board approval is required and the transaction must be reported to the shareholders’ meeting. Transactions that do not meet these requirements and are not ratified by the shareholders are null and void. Directors are also prohibited from engaging in competing activities with the company unless expressly authorized by the shareholders’ meeting.
The Bank has no policies regarding age limits or retirement age.
Shareholders’ liability
Shareholders’ liability for losses of a company is limited to the value of their shareholdings in the company. Under the Argentine Corporate Law, however, shareholders who voted in favor of a resolution that is subsequently declared void by a court as contrary to Argentine laws or a company’s bylaws (or regulations, if any) may be held jointly and severally liable for damages to such company, other shareholders or third parties resulting from such resolution. See also “Item 3.D Risk Factors—Risks related to our Class B shares and the ADSs—Our shareholders may be subject to liability for certain votes of their securities.”
Redemption and rights of withdrawal
Our shares are subject to redemption in connection with a reduction in capital by the vote of a majority of shareholders at a special shareholders’ meeting. Whenever our shareholders approve a spin-off or merger in which we are not the surviving corporation, the change of our corporate legal status, a fundamental change in our corporate purpose, change of our domicile outside of Argentina, voluntary withdrawal from public offering or delisting, our continuation in the case of mandatory delisting or cancellation of the public offering authorization, or a total or partial recapitalization following a mandatory reduction of our capital or liquidation, any shareholder that voted against such action that was approved or did not attend the meeting at which the decision was taken, may withdraw and receive the book value of its shares, determined on the basis of our latest balance sheet prepared or that should have been prepared in accordance with Argentine laws and regulations, provided that such shareholder exercises its appraisal rights within a determined period. However, because of the absence of legal precedent directly on point, there is doubt as to whether holders of ADSs will be able to exercise appraisal rights either directly or through the depositary with respect to Class B shares represented by ADSs. Rights of withdrawal 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 resolution, 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 merger or spin-off, appraisal rights may not be exercised if the shares to be received as a result of such transaction are authorized for public offering or listed. Appraisal rights are extinguished if the resolution giving rise to such rights is revoked at another shareholders’ meeting held within 75 days of the meeting at which the resolution was adopted.
Payment on the appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted, except when the resolution was to delist our stock or to continue following a mandatory delisting, in which case the payment period is reduced to 60 days from the resolution date.
Preemptive and accretion rights
In the event of a capital increase, a holder of existing common shares of a given class has a preemptive right to subscribe for a number of shares of the same class sufficient to maintain the holder’s existing proportionate holdings of shares of that class. Moreover, shareholders are not entitled to the right to subscribe on pro-rata basis for the unsubscribed shares remaining at the end of a preemptive rights offering, known as accretion rights.
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Holders of ADSs may be restricted in their ability to exercise preemptive rights if an annual report under the Securities Act relating thereto has not been filed or is not effective or an exemption is not available. Preemptive rights are exercisable during the 30 days following the last publication of notice to the shareholders in the Official Bulletin of the Republic of Argentina, or the Official Gazette and an Argentine newspaper of wide circulation. Pursuant to the Argentine Corporate Law, in the case of public companies, such 30 days period may be reduced to a minimum of ten days if approved by the company’s shareholders at a special shareholders’ meeting.
Shares not subscribed by the shareholders by virtue of their exercise of preemptive rights may be offered to third parties.
Voting rights
Under our bylaws, each Class A share entitles the holder thereof to five votes at any meeting of our shareholders and Class B shares entitle the holders thereof to one vote per share. However, according to the Argentine Corporate Law, shares entitle the holder to only one vote per share to vote the approval of: an early dissolution, a merger or spin-off when we are not the surviving entity, a reduction of capital stock and redemption of shares, a transformation from one type of entity to another, a limitation of shareholders’ preemptive rights, a transfer of our domicile outside Argentina, and a fundamental change of our corporate purpose set forth in our bylaws. In such cases Class A shares are entitled to only one vote per share and Class B shares are entitled to only one vote per share. In addition, pursuant to Argentine applicable law, as long as we remain public we cannot issue additional shares of any class of capital stock that could entitle the holder thereof to more than one vote per share. There are no restrictions imposed by Argentine law or our bylaws or other organizational documents regarding the rights of non-residents or foreign persons to hold or vote our common shares or ADSs.
Registration requirements of foreign companies that hold Class B shares directly
There are no restrictions imposed by Argentine law or our by-laws or other organizational documents regarding the rights of non-residents or foreign persons to hold or vote our shares or our ADSs.
Under Argentine regulations, foreign companies that hold shares directly (and not as ADSs) in an Argentine company must be registered with the IGJ to exercise certain shareholder rights, including voting rights. The registration requires the filing of corporate and accounting documents in order to demonstrate that the foreign shareholder’s main activity is conducted outside of Argentina.
Liquidation rights
In the case of our liquidation or dissolution we are requested to communicate such event to the Central Bank, and our assets will be applied to satisfy our outstanding liabilities and proportionally distributed first among our holders of preferred stock as per the terms of the preferred stock, if any. If any surplus remains, it will be proportionally distributed among holders of our common shares.
Other shareholders’ rights
In addition to the rights mentioned above, the shareholders of Argentine corporations are entitled to the following additional rights that cannot be subject to any kind of limitation or suspension as they protect the minority shareholders in such capacity:
the right to participate in the company’s profits;
the right to be informed and receive information from the company through the syndics or Supervisory Committee, including the right to request information or reports (shareholders representing at least 2% of the capital stock of the company are entitled to request the syndic or the members of the Supervisory Committee information related to their functions and certain investigations);
the right to request a shareholders’ meeting (shareholders representing at least 5% of the capital stock of the company may request the call of a shareholders’ meeting);
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the right to disapprove the performance of the members of the Board of Directors (the liability of the company’s directors and managers shall be extinguished if their performance is later approved by the shareholders at a shareholders’ meeting, or if they resign, provided that such liability is not incurred as a consequence of the violation of the applicable laws or the company’s bylaws and if it does not mediate opposition of at least 5% of the capital stock); and
the right to judicially object those shareholders’ meetings resolutions violating the law or company’s regulations and a right to ask for a judicial or administrative intervention when the administrator or administrators of a company execute acts or neglect acts whose omission places the company in serious danger.
Ordinary and extraordinary meetings
Shareholders’ meetings may be ordinary or extraordinary. We are required to convene and hold an ordinary meeting of shareholders within four months of the close of each fiscal year to consider the matters specified in the first two paragraphs of Section 234 of the Argentine Corporate Law, such as the approval of our financial statements, allocation of net income for such fiscal year, approval of the reports of the Board of Directors and the Supervisory Committee and election and remuneration of directors and members of the Supervisory Committee. In addition, pursuant to the Capital Markets Law, at an ordinary shareholders’ meetings, our shareholders must consider:
the disposition of, or creation of any lien over, our assets as long as such decision has not been performed under the ordinary course of business;
the execution of administration or management agreements; and
whether to approve the payment of any agreement providing assets or services to us as long as such payment is material when measured against the volume of the ordinary course of business and our shareholders’ equity.
Other matters which may be considered at an ordinary meeting convened and held at any time include the responsibility of directors and members of the Supervisory Committee, capital increases and the issuance of certain corporate bonds. Special shareholders’ meetings may be called at any time to consider matters beyond the authority of an ordinary meeting, including amendment of the bylaws, issuance of debentures, early dissolution, merger, spin off, reduction of capital stock and redemption of shares, transformation from one type of entity to another and limitation of shareholders’ preemptive rights. Further, at the shareholders meeting held on April 4, 2025, the amendment of our bylaws was approved so as to allow the holding of remote shareholders’ meetings through electronic means.
Notices of meetings
Notices of shareholders’ meetings are governed by the provisions of Argentine Corporations Law, and in case of publicly traded companies, Capital Markets Law. Furthermore, notice of shareholders’ meetings must be published for five days in the Official Gazette, in an Argentine newspaper of wide circulation and in the publications of Argentine exchanges or securities markets in which our shares are traded, at least 20 but not more than 45 days prior to the date on which the meeting is to be held. Such notice must include information regarding the type of meeting to be held, the date, time and place of such meeting and the agenda. If a quorum is not available at such meeting, a notice for a second meeting, which must be held within 30 days of the date on which the first meeting was called, must be published for three days, at least eight days before the date of the second meeting. The above-described notices of shareholders’ meetings may be effected simultaneously for the second meeting to be held on the same day as the first meeting, only in the case of ordinary meetings. Shareholders’ meetings may be validly held without notice if all shares of our outstanding capital stock are present, and resolutions are adopted by unanimous vote of such shares.
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Quorum and voting requirements
The quorum for ordinary meetings of shareholders on first call is a majority of the shares entitled to vote, and action may be taken by the affirmative vote of an absolute majority of the shares present or participating remotely that are entitled to vote on such action. If a quorum is not available at the first meeting a second meeting may be held at which action may be taken by the holders of an absolute majority of the shares present or participating remotely, regardless of the number of such shares. The quorum for a special shareholders’ meeting on first call is 60% of the shares entitled to vote, and if such quorum is not available, a second meeting may be held, for which the quorum is (pursuant to our bylaws) 20% of the shares entitled to vote. For purposes of quorum and majority requirements, both shareholders who are physically present and those participating remotely through means of simultaneous transmission of sound, images and words, such as videoconferences or similar tools, shall be counted.
Action may be taken at special shareholders’ meetings by the affirmative vote of an absolute majority of shares present that are entitled to vote on such action, except that: the approval of a majority of shares with voting rights (for these purposes non-voting preferred shares shall have voting rights), without application of multiple votes, is required at both the first and second meeting for:
the transfer of our domicile outside Argentina,
a fundamental change of the corporate purpose set forth in our bylaws,
our anticipated dissolution,
the total or partial redemption of shares,
our merger or spin-off, if we are not the surviving entity, or
the transformation of our corporate legal status, in which cases resolutions shall be adopted by the affirmative vote of the majority of shares with the right to vote.
Preferred shares will be entitled to one vote in these circumstances.
There are no restrictions imposed by Argentine law or our bylaws or other organizational documents regarding the rights of non-residents or foreign persons to hold or vote our common shares or ADSs.
The Argentine Corporate Law permits companies to establish cumulative voting in order to elect up to one third of the directors and one third of the members of the Supervisory Committee to fill vacancies of the Board of Directors and of the Supervisory Committee, respectively, sharing such part with candidates voted for by means of the plural system. Cumulative voting is a system designed to protect minority interests, as it gives rise to the possibility, but does not ensure, that minority interests will be able to elect some of their candidates. Each shareholder who votes cumulatively shall have a number of votes equal to the result of multiplying his/her own votes by the number of vacancies. On the other hand, shareholders who vote by the ordinary procedure and those who vote by cumulative vote will compete for the election of one third of the vacancies. The larger the number of vacancies, the greater the possibility that minority groups or shareholders will win positions in the Board of Directors or the Supervisory Committee.
Shareholders’ meetings may be called by the Board of Directors or the members of the Supervisory Committee whenever required by law or whenever they deem it necessary. Also, the board or the members of the Supervisory Committee are required to call shareholders’ meetings upon the request of shareholders representing an aggregate of at least five percent of our outstanding capital stock. If the board or the Supervisory Committee fails to call a meeting following such a request, a meeting may be ordered by the CNV or by the courts. In order to attend a meeting, a shareholder must also deposit with us a certificate of book-entry shares registered in its name and issued by Caja de Valores S.A. at least three business days prior to the date on which the meeting is to be held. If so entitled to attend a meeting, a shareholder may be represented by proxy. Proxies may not be granted to our board, members of the Supervisory Committee, officers or employees.
Pursuant to the regulations currently in force issued by the CNV, as set forth in Title II, Chapter II, Section II of the CNV Regulations, publicly offered entities may hold shareholders’ meetings and meetings of the Board of Directors by remote or electronic means, subject to compliance with the applicable requirements intended to ensure the identity of the participants, the integrity of the vote and the proper conduct of the meeting.
Our bylaws expressly provide for the possibility of holding shareholders’ meetings, Board of Directors meetings, and Supervisory Committee meetings by remote means.
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Election of directors
The shareholders present at any annual ordinary meeting may determine the size of the Board of Directors, provided that there shall be no less than three and no more than thirteen directors. Any director so appointed will serve for three fiscal years. If the shareholders elect nine or more board members, each director will be re-elected as a staggered board, to be renewed by thirds, provided that in all cases no less than three directors shall be renewed each time. The annual ordinary shareholders’ meeting may also appoint an equal or lesser number of alternate directors, to hold office for the same term than regular directors, to fill any vacancy in the board occurring for any reason, and shall further determine the order of substitution. Alternate directors shall hold office until the regular directors in whose place they have acted as substitutes shall resume office, and in case any such absence is permanent, until the next ordinary meeting of shareholders where at directors shall be appointed. Both regular and alternate directors may be re-elected indefinitely.
Change in capital
Our by-laws do not establish conditions for the changes in our capital more stringent than those conditions imposed by the Argentine Corporate Law. For a description of conditions for the changes in our capital imposed by the Argentine Corporate Law see “—Ordinary and extraordinary meetings.”
Purchases of Equity Securities by the Issuer
According to the Argentine Corporations Law, the Capital Markets Law and the CNV Rules, a stock corporation may acquire the shares it issued, 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:
the shares to be acquired shall be subscribed and paid-off;
there shall be a resolution signed by the Board of Directors to such effect (duly reported to the Supervisory Committee and the audit committee);
the acquisition shall be made using the net profits or free or voluntary reserves; and
the total amount of shares acquired by the issuer, including previously acquired shares (and are held as treasury stock by the issuer), shall not exceed 10% of the capital stock or such lower percentage determined by the CNV.
The shares acquired by the issuer in excess of such limit shall be disposed of within a period of 90 days after the date of the acquisition originating such excess. The shares acquired by the issuer shall be disposed of by the issuer within the maximum term of three years counted as from the date of acquisition thereof or cancelled. Upon disposing of the shares, the issuer shall make a preemptive offer thereof. Such preemptive offer will not be mandatory in certain specific cases, pursuant to which shares may be sold in the open market. For more information, please see Item 16E. “Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”
Anti-takeover provisions
Our bylaws do not contain any provision that would (i) oblige us to disclose information regarding our shareholders; and (ii) have the effect of delaying, deferring or preventing a change in control, the last of which may happen only in the event of a merger, acquisition or public offering for acquisition.
Regulations Governing Mandatory Tender Offers in Argentina
Pursuant to the rules set forth in the Capital Markets Law, the Productive Financing Law and the CNV Rules, anyone who, either individually or collectively, effectively achieves a “controlling interest” in a publicly traded company, will be bound to submit a statutory tender offer (“Statutory Tender Offer”) in any of the scenarios set forth below:
acquisition of shares or share subscription rights or options granted by the company, corporate bonds convertible into shares or similar securities which, directly or indirectly, may give a right a controlling interest in the company;
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execution of agreements by and among other holders of securities, which grant the necessary votes to control the company’s decisions or to appoint or revoke a majority of the members of the Supervisory Committee, as well as any other agreement which regulates the right to vote in the Board of Directors or in any of its delegate bodies. This scenario shall be applicable when the parties to the agreement have acquired the voting shares of the company, acting either individually or jointly, within the 12 months prior to the execution of the agreement; or when a new shareholder agrees to a joint control of the company with existing shareholders. Furthermore, this scenario shall not be applicable when the acquired interest is below 50% of a controlling subsidiary of a publicly traded company; or
indirectly or contingently, including the cases of mergers or other corporate reorganizations, involving a company that has direct or indirect shareholding with the right to vote in a publicly traded third party.
The Statutory Tender Offer must be addressed to any and all shareholders of the company and any person with rights to share subscription or stock options granted by the company, corporate bonds or other similar securities which directly or indirectly may give right to share subscription and/or acquisition of securities, or conversion of voting shares. The addressees of the Statutory Tender Offer must be offered an equitable price, in the terms of section 88 of the Capital Markets Law, and section III, Chapter II, Title III of the CNV Rules.
In the above mentioned cases, the prospective purchase must file the request to submit a mandatory tender offer before the CNV no later than one month after the takeover has been completed.
The mandatory tender offer must be launched by the prospective purchaser within five (5) days of obtaining the approval of the CNV. The term for the investors to accept or reject the offer will have to be at least ten (10) days and no more than 20.
Concept of “Controlling Interest”
In accordance with the Capital Markets Law, a person can be considered to have a controlling interest, either individually or collectively, if:
voting rights exceed 50% of the company, excluding the shares owned directly or indirectly by the affected Company from the calculation base; or
even though the shareholding is below 50%, the person acts as the “controller” of the Company in the terms of the capital markets law.
Determination of the price of the Statutory Tender Offer in the case of a change in control
The equitable price of mandatory tender offers is the greater of:
the higher price that the offeror, acting individually or jointly, may have paid or agreed to pay for the securities to be offered by virtue of the Statutory Tender Offer during the 12 months prior to the beginning of the period during which the Statutory Tender Offer must take place;
the average price of the shares for the last six months before the “offer.”
Determination of the price of the Statutory Tender Offer in other cases (minority drag along right, for example)
The equitable price in this scenario must considered the same criteria as in a change of control event, but also should bear into account (i) the face value of shares; (ii) the value of the company according to international valuation standards; and (iii) the value of liquidation of the company.
Penalties for breach
Without prejudice to the penalties established by the CNV, the Capital Markets Law provides that purchases of shares of a company in violation of the Statutory Tender Offer regime shall be declared irregular and ineffective for administrative purposes by the CNV and cause the invitation of an auction of the shares acquired on infringement, without prejudice to the penalties that may correspond.
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Tender offer regime in the case of a voluntary withdrawal from the public offering and listing system in Argentina
The Capital Markets Law and its regulations also established that when a company whose shares are publicly offered and listed in Argentina, agrees to voluntarily withdraw from the public offering and listing system in Argentina, it must follow the procedures provided for in the CNV’s regulations and it must likewise launch an Statutory Tender Offer for its aggregate shares and/or subscription rights or securities convertible into shares or stock options under the terms provided for in such regulation. It is not necessary to extend the public offering to those shareholders that voted for the withdrawal at the shareholders’ meeting. The public offering can only be made as a purchase and sale and the consideration must be cash.
The acquisition of one’s own shares must be made with liquid and realized profits or with free reserves, whenever paid up in full, and for the amortization or disposition thereof, within the term set forth in section 221 of the Argentine Corporate Law and the company must present the CNV with evidence that it has the necessary solvency to effect such purchase and that the payment for the shares will not affect its solvency. The price offered should be an equitable price. To determine if an equitable price is offered, the criteria set forth for mandatory tender offers must be followed.
Form and transfer
Our current capital stock is represented by book-entry shares. Our shareholders are required to hold their shares through book-entries directly made by Caja de Valores S.A. in the stock registry of the company carried by Caja de Valores S.A. or through book-entries with brokers, banks and other entities approved by the CNV that have accounts with Caja de Valores S.A., or with the participants of the Caja de Valores S.A.
Caja de Valores S.A. is in charge of maintaining a stock registry on our behalf based on information received from shareholders that choose to hold their shares directly by registration on the stock registry of the company and from participants of the Caja de Valores S.A. Under Argentine law, only those holders listed in the stock registry, either directly or through participants of the Caja de Valores S.A., will be recognized as shareholders. Shares held by participants of the Caja de Valores S.A. have the same rights as shares recorded in our shareholders’ register.
During the past two years we did not enter into or became party to any contract that is required to be disclosed under this item, other than the ones mentioned in “Item 4.A Information on the Bank—History and development of the Bank.” For further information, see “History and development of the Bank—Our history—Banco Macro S.A.” and “Item 4.B Business overview.”
On September 1, 2019, after the market disruptions caused by the results of the primary elections, with the purpose of strengthening the normal functioning of the economy, fostering a prudent administration of the exchange market, reducing the volatility of financial variables and containing the impact of the variations of financial flows on the real economy, the Argentine government issued Decree No. 609/2019 whereby foreign exchange controls were temporarily reinstated. The decree: (i) reinstated, originally until December 31, 2019, the exporters’ obligation to repatriate the proceeds from exports of goods and services in the terms and conditions set forth by the Central Bank’s implementing regulations and settle for Pesos through the foreign exchange market (the “Foreign Exchange Market”); and (ii) authorized the Central Bank to (a) regulate access to the Foreign Exchange Market for the purchase of foreign currency and outward remittances; and (b) set forth regulations to avoid practices and transactions aimed to circumvent, through the use of securities and other instruments, the measures adopted through the decree. On the same date, the Central Bank issued Communication “A” 6770, which was subsequently amended and supplemented by further Central Bank communications.
At present, foreign exchange regulations have been consolidated in a single regulation, Communication “A” 8307, as subsequently amended and supplemented from time to time by Central Bank’s communications (the “Foreign Exchange Regulations”). Below is a description of the main exchange control measures implemented by the Foreign Exchange Regulations:
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Specific provisions for income from the Foreign Exchange Market
Entry and settlement of the proceeds from the export of goods through the Foreign Exchange Market
The Foreign Exchange Regulations require that proceeds from the export of goods be entered into the country and settled in Pesos through the Foreign Exchange Market within a specific timeframe, depending on the type of good. Regardless of these maximum settlement periods, export proceeds must be entered into the country and settled in Pesos in the Foreign Exchange Market within 20 business days from the date of collection. However, the ability to use this period is subject in all cases to compliance with the deadlines established in the Foreign Exchange Regulations for each type of good.
Decree No. 28/2023 published on December 13, 2023, established that in connection with: (i) the export countervalue of the services included in Subsection c) of paragraph 2 of Section 10 of Law No. 22,415 (Código Aduanero) and its amendments (which refers to services rendered in Argentina, with effective use or exploitation carried out abroad); and (ii) the countervalue of the export of goods included in the Common Nomenclature of MERCOSUR (“NCM”), including pre-financing and/or post-financing of exports from abroad or a liquidation advance; 80% of such countervalue must be brought into the country in foreign currency and/or negotiated through the Foreign Exchange Market, and for the remaining 20% must be carried out through purchase and sale transactions with negotiable securities acquired with liquidation in foreign currency and sold with settlement in local currency in Argentina. On April 14, 2025, Decree No. 269/2025 repealed Decree 28/2023 and expressly established that the countervalue of the aforementioned exports will be governed by the general provisions established in Decree 609 and its amending and concordant regulations. Exporters of the goods included in the NCM will make the payment of duties, taxes, and other concepts under the terms, deadlines, and conditions established by the current regulations, corresponding to the respective export duty rate, considering the countervalue provided in the previous paragraph.
Individuals shall be exempt from the obligation to settle the proceeds from the export of goods through the Foreign Exchange Market, provided that the funds are entered through the Foreign Exchange Market within the regulatory timeframes and the same conditions applicable to exports of services by individuals set forth in the Foreign Exchange Regulations are met. Exports officially registered by individuals on behalf of and for the account of legal entities, estates or other universalities shall not be covered by such exemption.
If the client is a Special Purpose Vehicle (“VPU,” as per its acronym in Spanish) adhering to the Incentive Regime for Large Investments (“RIGI,” as per its acronym in Spanish) that has declared to the Ministry of Economy its intention to claim the benefits established in Section 198 of Ley de Bases, regarding the collection of export proceeds from goods and services, the repatriation and settlement percentages set forth in sections 14.1.1 and 14.1.2 of the Foreign Exchange Regulations shall apply, as appropriate.
Amounts received in foreign currency as compensation for losses related to exported goods must also be entered into the country and settled in Pesos through the Foreign Exchange Market, up to the value of the insured exported goods.
Advances, pre-financing, and post-financing from abroad must be entered into the country and settled in the Foreign Exchange Market within 20 business days from the date of collection or disbursement abroad, subject to the requirements and exceptions established in section 7.1.3 of the Foreign Exchange Regulations.
There are some exceptions to the obligation to settle through the Foreign Exchange Market, including, but not limited to, collections from exporters under the Regime for the Promotion of Knowledge Economy Exports (established by Decree No. 679/2022, also known as Régimen De Fomento De Inversiones Para Exportaciones De Las Actividades De La Economía Del Conocimiento), provided that the funds have been entered into the country within the regulatory timeframes and all other conditions set forth in the Foreign Exchange Regulations are met.
The exporter must designate a financial entity to follow up each export transaction. The obligation to enter and settle foreign currency through the Foreign Exchange Market corresponding to a shipment permit will be considered satisfied when the financial entity designated to follow up certifies that the entry and settlement have taken place.
Application of Foreign Currency from Export Proceeds
The application of foreign currency from export proceeds of goods occurs when it has been certified that the exported goods themselves or the foreign currency received for them have been used to settle principal, interest, and/or issuance costs of financing transactions, pay profits and dividends, and/or carry out the repatriation of a direct investment by a non-resident shareholder in the cases detailed below, all in accordance with section 7.3 of the Foreign Exchange Regulations:
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Settled export advances of goods;
Settled export pre-financing of goods;
Settled export post-financing of goods;
Settlements related to exports financed by foreign importers through local financial institutions;
Financial loans with contracts in force as of August 31, 2019, whose terms provide for servicing obligations through the application of export proceeds abroad;
Export pre-financing and financing granted or guaranteed by local financial institutions pending as of August 31, 2019, that were not settled through the Foreign Exchange Market;
Export advances and pre-financing from abroad pending as of August 31, 2019, that were not settled through the Foreign Exchange Market, provided that prior approval has been obtained or the mechanism described in section 9.3.3.2 of the Foreign Exchange Regulations is applied;
Financial transactions authorized for the application of export proceeds from goods and services;
Transactions authorized for the application of export proceeds from goods under the Investment Promotion Regime for Exports (Decree No. 234/21);
Financing related to goods imports authorized for the application of export proceeds from goods;
Export advances, pre-financing, and post-financing from abroad with partial settlement pursuant to the provisions of Decrees No. 492/23, 549/23, 597/23, and 28/23.
Obligation to settle foreign currency from exports of services
As a general rule, payments received for the provision of services by residents to non-residents must be entered and settled through the Foreign Exchange Market within 20 business days from the date of its collection abroad or in Argentina or its crediting to foreign accounts.
In the case of funds received or credited abroad, the collection and liquidation may be considered completed for the amount equivalent to the usual expenses debited by the financial entities abroad for the transfer of funds to the country.
If the client is a VPU under the RIGI that has notified the Ministry of Economy, the competent authority for the RIGI, of its intention to avail itself of the benefits set out in Article 198 of the Ley de Bases (which states that VPUs are not required to enter or settle in the Foreign Exchange Market the foreign currency obtained from activities other than the export of goods, including services), the exception provided in Section 14.1.3 of the Foreign Exchange Regulations will apply. This section specifies that payments for services provided to non-residents by a VPU with a RIGI-backed project will be exempt from the requirement to enter and/or settle the foreign currency value, as long as the service was provided or accrued from the start-up date of the VPU, as reported by the Ministry of Economy to the Central Bank.
Certain situations outlined in section 2.2.2 of the Foreign Exchange Regulations are exempt from the settlement obligation for proceeds from the export of services, as long as these are entered within the established deadlines.
Disposal of non-financial, unproduced assets
The consideration received by residents from the disposal of non-financial, unproduced assets to non-residents must be entered into the country in foreign currency and settled through the Foreign Exchange Market within 20 business days from the date of receipt abroad or in Argentina, or from the date of crediting to foreign accounts.
In the case of funds received or credited abroad, the entry and settlement requirement may be considered fulfilled for the amount equivalent to the usual charges debited by foreign financial institutions for transferring the funds to the country.
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Debt securities subscribed abroad and external financial indebtedness
Debt securities publicly registered abroad, other external financial indebtedness, and foreign currency-denominated debt securities publicly registered in Argentina fully subscribed abroad (“External Financial Indebtedness”), disbursed as from September 1, 2019, must be entered into Argentina and settled in the Foreign Exchange Market as a requirement for subsequent access to it in order to service their capital and interest payments. Consequently, although the settlement of the proceeds from such transactions is not mandatory, failing to settle it will prevent future access to the Foreign Exchange Market for reimbursement purposes.
Additionally, as further conditions for such access to the Foreign Exchange Market, the transaction must have been declared in the External Assets and Liabilities Survey, and access to the Foreign Exchange Market must occur no more than three business days prior to the due date of the capital or interest service to be paid.
In the case of a capital payment of debt securities issued as from November 8, 2024 made through a transfer abroad, access to the Foreign Exchange Market shall, in addition, only be permitted once at least the following periods have elapsed from the issuance date:
12 (twelve) months, if the security was issued between November 8, 2024 and April 20, 2025;
6 (six) months, if the security was issued between April 21, 2025 and May 15, 2025;
18 (eighteen) months, if the security was issued on or after May 16, 2025.
Access to the Foreign Exchange Market to make payments more than three days in advance of the due date is, as a general rule, subject to prior authorization from the Central Bank. The following cases of early repayment may be exempt from such prior authorization, provided they meet several requirements outlined in Section 3.5 of the Foreign Exchange Regulations: (i) early repayment of principal and interest with the settlement of funds entered into the country by the issuance of a new debt security that qualifies as External Financial Indebtedness; (ii) early repayment of principal and interest with the simultaneous settlement of other External Financial Indebtedness; (iii) early repayment of interest in the context of a debt exchange process involving debt securities that qualify as External Financial Indebtedness; (iv) early repayment of principal and interest simultaneously with the settlement of new External Financial Indebtedness granted by a local financial institution through a foreign credit line; and (v) early repayment of principal and interest by a VPU adhering to the RIGI.
Furthermore, prior approval from the Central Bank is required for local residents to access the Foreign Exchange Market for the payment of principal and interest related to External Financial Indebtedness with related parties. Certain specific exceptions apply, as detailed in Section 3.5.6 of the Foreign Exchange Regulations. See “—Payments Related to Debts with Related Parties.”
Additionally, under Section 3.11.2 of the Foreign Exchange Regulations, entities may grant access to the Foreign Exchange Market to residents in order to make payments for services related to External Financial Indebtedness or securities with access to the Foreign Exchange Market pursuant to Sections 3.6.1.3 to 3.6.1.5 of the Foreign Exchange Regulations, to purchase foreign currency before the deadline permitted by the regulations, under the following conditions:
The funds acquired are deposited in foreign currency accounts held by the client in local financial institutions;
The intervening entity has verified that the indebtedness, the service of which will be paid with these funds, complies with the applicable Foreign Exchange Regulations that allow such access; and
The client’s access falls within one of the following situations:
It is made within the 60 calendar days prior to the due date, with a daily amount not exceeding 10% of the amount to be paid; or
It is made within five business days prior to the regulatory deadline allowed in each case, with a daily amount not exceeding 20% of the amount to be paid.
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Specific provisions on outflows through the Foreign Exchange Market
General requirements
As a general rule, and in addition to the specific rules of each transaction for access, certain general requirements must be complied with by a local company or individual to access the Foreign Exchange Market for the purchase of foreign currency or its transfer abroad (i.e., payments of imports and other purchases of goods abroad; payment of services rendered by non-residents; distribution of profits and dividends; payment of debt securities subscribed abroad and external financial indebtedness; interest payments on debts for the import of goods and services, among others) without requiring prior approval from the Central Bank. In this regard, the local company or individual must file an affidavit stating that:
(i) At the time of access to the Foreign Exchange Market, all of its foreign currency holdings in Argentina are deposited in accounts in financial institutions, and (ii) at the beginning of the day on which it requests access to the Foreign Exchange Market, it does not hold Argentine certificates of deposit (for its acronym in Spanish, “CEDEARs”) representing foreign shares and/or available liquid foreign assets that together have a value greater than U.S.$. 100,000. For these purposes, “foreign liquid assets” are considered to be holdings of banknotes and coins in foreign currency, cash in gold coins or bars of good delivery, demand deposits in financial institutions abroad and other investments that allow immediate availability of foreign currency. On the other hand, funds deposited abroad shall not be considered available liquid external assets if they cannot be used by the client because constitute are reserve or guarantee funds established under the requirements of foreign indebtedness contracts, export pre-financing operations covered under Section 7.8.5 of the Foreign Exchange Regulations, or funds held as collateral for derivative transactions executed abroad. In the event that the client is a local government and exceeds the established limit, the institution may also accept an affidavit from the client stating that the excess was used to make payments for the Foreign Exchange Market through swap and/or arbitrage transactions with the deposited funds s.
In the event that the client holds foreign liquid assets and/or CEDEARs in an amount greater than that established in the preceding paragraph, the financial institution may also accept an affidavit from the client confirming that such amount has not been exceeded, considering that, partially or fully, the foreign liquid assets:
have been used during that day for payments that would have had access to the Foreign Exchange Market;
have been transferred to the client’s favor to a correspondent account of a local entity authorized to operate in foreign exchange;
are funds deposited in foreign bank accounts in the client’s name, originating from proceeds of exports of goods and/or services, or advances, prefinancing, or postfinancing of exports of goods granted by non-residents, or from the sale of non-produced non-financial assets, for which the 20 business day period from their receipt has not elapsed;
are funds deposited in foreign bank accounts in the client’s name, originating from External Financial Indebtedness, and the amount does not exceed the equivalent required to pay capital and interest in the next 365 calendar days;
are funds deposited in foreign bank accounts in the client’s name, originating from disbursements received abroad after November 29, 2024 from External Financial Indebtedness, within the last 180 (one hundred eighty) calendar days;
are funds deposited in foreign bank accounts in the client’s name, originating from the sale of securities settled in foreign currency as outlined in section 3.16.3.6.iii) of the Foreign Exchange Regulations;
are funds deposited in foreign bank accounts in the client’s name, originating from debt securities issued in the last 120 calendar days, and falling under the provisions of sections 7.11.1.5. and 7.11.1.6 of the Foreign Exchange Regulations.
Entities may also accept an affidavit from the client stating that their holdings in excess of the contemplated amount correspond to funds deposited in bank accounts abroad originating from the subscription abroad of a new debt security in the last 60 calendar days and that will be used to carry out a refinancing, repurchase, and/or early redemption transaction of debt securities or external financial debts that qualify as External Financial Indebtedness.
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It undertakes the obligation to settle in the Foreign Exchange Market, within five business days of its availability, the funds received abroad from the collection of loans granted to third parties, time deposits, or the sale of any type of asset, to the extent that the asset subject to the sale was acquired, the deposit constituted or the loan granted after May 28, 2020.
The affidavits set forth in subsections (a) and (b) above shall not be required for outbound transactions involving the purchase of foreign currency banknotes for savings purposes or for the opening of deposits by resident individuals, in each case in accordance with the applicable Foreign Exchange Regulations.
Only when the client is not a resident individual, must it state that, on the date of access to the Foreign Exchange Market and in the previous 90 calendar days, either directly nor indirectly, nor on behalf or for the account of third parties:
did not arrange sales in Argentina of securities with settlement in foreign currency,
did not exchange securities issued by residents for foreign assets,
did not transfer securities to depository entities abroad,
did not acquire in Argentina securities issued by non-residents with settlement in Pesos,
did not acquire CEDEARs representing foreign shares,
did not acquire securities representing private debt issued in foreign jurisdiction, and
did not deliver funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) to any entity (whether physical or legal, resident or non-resident, related or not), receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto-assets or securities deposited abroad.
Only when the client is not a resident individual, must it state that it undertakes the obligation not to enter into any of the transactions described in paragraph (c) above from the time it requests access to the Foreign Exchange Market and for 90 calendar days thereafter, neither directly nor indirectly, nor on behalf or for the account of third parties.
Section 3.16.3.6 of the Foreign Exchange Regulations sets forth several transactions that should not be considered in the affidavits prepared to comply with items (c) and (d) above.
Section 3.16.3 of the Foreign Exchange Regulations adds that, in the event that the customer requesting access to the exchange market is a legal entity, in order for the transaction not to be covered by the requirement of prior approval by the Central Bank must be submitted to the corresponding financial institution an affidavit stating:
details of the physical or legal persons exercising a direct control relationship over the client and of other legal persons with which they are part of the same economic group. In determining the existence of a direct control relationship, the types of relationships described in Section 1.2.2.1 of the Large Exposures Regulation should be considered. Companies sharing a control relationship of the type defined in Sections 1.2.1.1 and 1.2.2.1 of the Large Exposures Regulations should be considered as members of the same “economic group”;
that on the day on which it requests access to the Foreign Exchange Market and in the 90 days prior to that date, it has not delivered in Argentina any funds in local currency or other liquid local assets, except funds in foreign currency deposited in local financial institutions, to any individual or legal entity that exercises a direct control relationship over it, or to other companies with which it is part of the same economic group, except those directly associated with regular transactions between residents for the acquisition of goods and/or services.
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The requirements set forth in items (i) and (ii) above may be deemed fulfilled if the client seeking access has submitted:
An affidavit confirming that, within the period established in item (e)(ii), except for transactions directly related to routine transactions in the course of its business activities, it has not transferred local currency funds or other liquid local assets—excluding foreign currency funds deposited in local financial institutions—to any individual or legal entity within Argentina.
An affidavit signed by each individual or legal entity identified in item (e)(i) to whom the client has transferred funds under the terms of item (e)(ii), confirming compliance with the requirements set forth in items (c), (d), and (e)(ii).
An affidavit signed by each individual or legal entity identified in item (e)(i), confirming either: (x) compliance with the requirements set forth in items (c) and (d), or (y) that, within the period established in item (e)(ii), except for transactions directly related to routine purchases of goods and/or services between residents, it has not received local currency funds or other liquid local assets—excluding foreign currency funds deposited in local financial institutions—originating from the client or from any entity identified in item (e)(i) to whom the client has transferred funds under the terms of item (e)(ii).
Clients who have acquired BOPREAL bonds in primary bidding under the provisions of “Transactions with BOPREAL” shall not be required to consider, for the purposes of preparing the affidavits set forth in items (c) and (d) above, sales of BOPREAL bonds settled in foreign currency in Argentina or abroad, or transfers of these bonds to custodians abroad, provided such transactions do not exceed the amount acquired in primary bidding. Likewise, they shall not be required to consider, in the aforementioned affidavits, sales of securities settled in foreign currency abroad or transfers of securities to custodians abroad when the market value of such transactions does not exceed the difference between the value obtained from selling BOPREAL bonds settled in foreign currency abroad—acquired in primary bidding for eligible import-related debt for goods and services pursuant to the provisions of “Transactions with BOPREAL”—and their nominal value, if the former is lower.
Section 3.16.1 of the Foreign Exchange Regulations establishes that financial institutions must obtain prior approval from the Central Bank to grant access to the Foreign Exchange Market for individuals or legal entities listed by ARCA in its database of invoices or equivalent documents classified as fraudulent by said authority. This requirement shall not apply to market access for the repayment of foreign currency financing granted by local financial institutions, including payments for foreign currency transactions made via credit or purchase cards.
Pursuant to Section 3.16.4 of the Foreign Exchange Regulations, financial institutions must verify, prior to processing any outward foreign currency transfer, whether the client is included in the list of CUITs with inconsistent transactions in the online system implemented by the Central Bank for such purpose and, if so, apply enhanced control measures to determine the reasonableness and genuineness of the transactions. Financial institutions must retain a copy of the procedures carried out in the client’s file. Upon detecting inconsistencies in the documentation submitted by a client seeking to carry out a transaction, institutions must refrain from processing the transaction and must enter the client’s identification data in the online system. In all cases where indications of foreign exchange fraud are detected, institutions must file the corresponding reports with the Central Bank in accordance with the Foreign Exchange Criminal Regime Act.
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Imports payments
Section 3.1 of the Foreign Exchange Regulations allows access to the Foreign Exchange Market for the payment of imports of goods, establishing different conditions depending on whether they are payments of imports of goods with customs entry registration, or payments of imports of goods with pending customs entry registration, and based on the due date of the interest that such commercial debts accrue.
It also provides for the reestablishment of the “SEPAIMPO,” the import payment tracking system, for the purpose of monitoring import payments, import financing and the demonstration of the entry of goods into the country.
In addition, the local importer must designate a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with applicable regulations, including, among others, the settlement of import financing and the entry of imported goods.
With respect to access to the Foreign Exchange Market for the payment of imports of goods, the following provisions apply:
Payments for imports of goods with customs entry registration as from December 13, 2023
Entities may provide access to the Foreign Exchange Market without prior Central Bank approval to make deferred payments for imports of goods with customs entry registration as from December 13, 2023, from the date of customs entry, provided that the transactions are not covered under Section 10.6.6 and that all applicable regulatory requirements are satisfied
Entities may also grant access to the Foreign Exchange Market without the prior approval of the Central Bank to process payments with pending customs entry f or transactions not covered under Section 10.6.6, provided that, in addition to the other applicable regulatory requirements, the payment falls within the situations set forth in Section 10.10.2 of the Foreign Exchange Regulations.
Stock of debt and Imports of Goods
Access to the Foreign Exchange Market to make import payments for goods whose customs entry registration occurred up to December 12, 2023, shall require the prior conformity of the Central Bank except when, in addition to the remaining applicable requirements, they are transactions financed by financial entities or official credit agencies or international organizations , or when the payment is made through a swap and/or arbitrage transaction using funds deposited in a local account and originated from the receipt of principal and interest payments in foreign currency from BOPREAL; among other situations set forth in Section 10.11 of the Foreign Exchange Regulations.
Payment for services rendered by non-residents
Pursuant to Section 3.2 of the Foreign Exchange Regulations, entities may access the Foreign Exchange Market to make payments for services rendered by non-residents as long as they have documentation to support the existence of the service.
In the case of commercial debts for services, access is granted as from the expiration date, provided that it is verified that the transaction is declared, if applicable, in the last due presentation of the External Assets and Liabilities Survey.
Regarding access to the Foreign Exchange Market for the payment of service imports, the following provisions apply:
Payments for services that were or will be rendered or accrued on or after December 13, 2023.
Entities may give access to the Foreign Exchange Market to make payments for non-residents services that were or will be rendered as of December 13, 2023, when, in addition to the other applicable regulatory requirements, the transaction falls within one of the situations detailed below:
The payment corresponds to a transaction that falls under the following concept codes:
S03. Passenger Transportation Services.
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S06. Travel (excluding transactions associated with withdrawals and/or consumption with resident cards with non-resident suppliers or non-resident cards with Argentine suppliers).
S23. Audiovisual services.
S25. Government services.
S26. Health services by travel assistance companies.
S27. Other health services.
S34. Transactions involving charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, for the provision of digital services not related to travel.
S35. Transactions involving charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, for the remote (non face-to-face) purchase or sale of goods.
S36. Transactions involving cash withdrawals and/or charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, excluding those relating to the provision of digital services not related to travel or the remote (non face-to-face) purchase or sale of goods.
Expenses paid to foreign financial entities for their usual transactions.
The payment corresponds to a transaction classified under the concept “S31. Freight services for export of goods,” in witch the freight charges form part of the sales terms agreed with the purchaser of the goods, and is made once the export has been cleared for shipment by customs.
The payment corresponds to a transaction classified under the concept “S30. Freight services for import transactions of goods” made as from the date the service is rendered. In the case of freight charges related to an import transaction falling within the scope of Section 10.10.2.1 of the Foreign Exchange Regulations payment may be made as from the shipment date of the goods at origin.
The payment corresponds to a transaction classified under the concept “S24. Other personal, cultural, and recreational services” provided by a counterparty affiliated with the resident on or before April 13, 2025, and is made after a period of 90 (ninety) calendar days from the date the service is rendered or accrued.
The payment corresponds to a transaction corresponding to a service not included in Sections 13.2.1. to 13.2.5. of the Foreign Exchange Regulations provided by a non-related counterparty to the resident, and payment is made as of the date the service is rendered or accrued. This timeframe shall will also apply to transactions corresponding to transfers abroad by local agents of funds collected in Argentina for services provided by non-residents to residents.
The payment corresponds to a transaction corresponding for a service not included in items 13.2.1. to 13.2.5. of the Foreign Exchange Regulations provided by a related counterparty to the resident, and payment is made.
After a period of 90 calendar days from the date the service is rendered or accrued, if such date falls on or after April 14, 2025.
After a period of 180 calendar days from the date the service is rendered or accrued, if such date is prior to April 14, 2025.
Payments for services that were or will be rendered or accrued as from December 13, 2023, prior to the provisions set forth in Sections 13.2.3 to 13.2.7 of the Foreign Exchange Regulations.
Access to the Foreign Exchange Market for payments for services provided and/or accrued by non-residents from December 13, 2023, will be admissible prior to the deadlines set forth in Sections 13.2.3 to 13.2.7. of the Foreign Exchange Regulations, when, in addition to the other applicable requirements, the following situations are verified:
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The customer accesses the Foreign Exchange Market with funds originating from foreign currency financing for service imports granted by a local financial entity, provided that the maturity dates and the principal amounts to be paid of the granted financing are compatible with those provided in Section 13.2. of the Foreign Exchange Regulations.
If the granting of the financing is prior to the date of provision or accrual of the service, the deadlines provided in Section 13.2 of the Foreign Exchange Regulations will be calculated from the estimated date of provision or accrual plus 15 calendar days.
In the case of a transaction classified under the concept “S30. Freight services for goods import operations” that falls within the scope of Section 10.10.2.1 of the Foreign Exchange Regulations, financing shall be provided until the estimated shipment date of the goods at origin plus an additional period of 15 calendar days.
If the financing is granted after the date the service, is rendered or accrued, the time periods set forth in Section 13.2 of the Foreign Exchange Regulations shall be calculated from that date
The customer has access to the Foreign Exchange Market simultaneously with the settlement of funds for advances or pre-financing of exports from abroad or pre-financing of exports granted by local financial entities with funding in foreign credit lines, to the extent that the stipulations of Section 13.3.1 of the Foreign Exchange Regulations regarding maturity dates and the amounts of principal to be paid for the financing are complied with.
The customer accesses the Foreign Exchange Market simultaneously with the settlement of funds originated in an External Financial Indebtedness, to the extent that the provisions of Section 13.3.1 of the Foreign Exchange Regulations regarding maturity dates and principal amounts payable on the financing are complied with.
The portion of the financial indebtedness that is used by virtue of the provisions of this Section may not be computed for the purposes of other specific mechanisms that enable access to the Foreign Exchange Market as from the entry and/or settlement of this type of transactions.
In the case that the payment for imports of services is performed within the framework of the mechanism provided for in Section 7.11 of the Foreign Exchange Regulations.
The customer has a “Certification for the regimes of access to foreign currency for the incremental production of oil and/or natural gas (Decree No. 277/22) issued within the framework of the provisions of Section 3.17 of the Foreign Exchange Regulations.
The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by local or foreign financial entities.
The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by international organizations and/or official credit agencies. Entities may also consider as a transaction guaranteed by an official credit agency those covered by a guarantee issued by a private insurer on behalf of a national government of another country. In all cases, the intervening entity must have documentation explicitly confirming this situation.
The payment is made on the closing date of a repurchase and/or debt redemption transaction under Sections 3.5.3.1. or 3.6.4.4. of the Foreign Exchange Regulations, and relates to services provided by non-residents arising from the issuance of the new debt securities and/or the repurchase and/or redemption transaction.
The payment is to a counterparty not related to the client and is completed through an exchange and/or arbitration with the funds deposited in a foreign currency account in a local financial entity.
Payments for services provided or accrued by non-residents until December 12, 2023.
The Central Bank’s prior approval shall be required for access to the Foreign Exchange Market to make payments for non-resident services rendered or accrued up to December 12, 2023, except when in addition to the other applicable requirements, the entity verifies compliance with the requirements set forth in Section 13.4. of the Foreign Exchange Regulations.
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Payments for debt securities subscribed abroad and external financial indebtedness with foreign entities
As previously mentioned, for resident debtors to access the Foreign Exchange Market to make capital or interest payments on External Financial Indebtedness, it is required that an amount equivalent to the nominal value of the External Financial Indebtedness has been entered into Argentina and settled through the Foreign Exchange Market, and that the transaction has been declared in the External Assets and Liabilities Survey. See “—Debt securities subscribed abroad and external financial indebtedness.”
This requirement for entry and settlement will be considered fulfilled in the following cases:
Indebtedness disbursed before September 1, 2019.
Indebtedness originating from September 1, 2019, which does not generate disbursements due to refinancing of capital and/or interest on external financial indebtedness that had access under the applicable regulations, as long as the refinancing does not bring forward the maturity of the original debt.
For the amount of the applicable origination and/or issuance expenses and other expenses debited abroad for the banking transactions involved.
For the difference between the effective value and the nominal value in publicly registered debt securities issued below par.
For the portion corresponding to a capitalized interest in accordance with the financing agreement.
For the portion of new debt securities delivered by a resident to their creditors as participation premium, repurchase, early redemption, or similar, in the framework of a debt exchange, repurchase, and/or early redemption transaction of External Financial Indebtedness, provided that:
The nominal value of the new securities delivered, in the concept of participation premium, repurchase or early redemption or similar, does not exceed the equivalent of 5% (five percent) of the capital value of the debt effectively exchanged or repurchased; and
The new debt securities provide at least one year of grace for capital repayment and imply a minimum extension of two years regarding the average duration of the remaining capital of the exchanged or repurchased debt.
For the portion of public debt securities issued from January 7, 2021, which were delivered to creditors to refinance preexisting financial debts with an extension of the average duration, corresponding to the refinanced capital amount, accrued interest up to the refinancing date, and, to the extent that the new debt securities do not have capital maturities during the first two years, the amount equivalent to the interest that would accrue in the first two years on the debt being refinanced in advance and/or the deferral of the refinanced capital and/or the interest that would accrue on the amounts so refinanced.
For the portion subscribed in foreign currency in Argentina for public debt securities issued abroad starting from February 5, 2021, provided that all conditions outlined in the Foreign Exchange Regulations are met.
For external indebtedness originating from September 1, 2019 in a refinancing of the capital and/or interest on commercial debts with the foreign creditor, provided that the new financial debt does not anticipate maturity dates concerning the refinanced commercial debt nor involve payments before the date the client could have accessed for the commercial debt under the applicable regulations.
For External Financial Indebtedness falling under sections 7.11.1.3 and 7.11.1.5 of the Foreign Exchange Regulations, provided that evidence of customs entry registration of goods with a value equivalent to the received financing is presented. The value of freight expenses stated in the transportation documentation associated with the customs entry registration of the goods may also be counted, provided that the funds from the transactions outlined in the mentioned sections were used for direct payment to the freight service provider of imports not included in the agreed purchase condition.
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External Financial Indebtedness that falls under Section 7.10.2.2.ii) of the Foreign Exchange Regulations, provided that evidence of customs entry registration of goods with a value equivalent to the received financing is presented.
For the portion of publicly registered debt securities issued between October 9, 2020, and December 31, 2023, with an average duration not less than two years, which were delivered to creditors of external financial indebtedness and/or foreign currency-denominated public debt securities with maturities between October 15, 2020, and December 31, 2023, as part of the refinancing plan required under item 7 of Communication A 7106 and related provisions (as included in item 3.17 of Annex of Communication A 7914), based on the parameters defined in the Foreign Exchange Regulations.
Section 3.5.4 of the Foreign Exchange Regulations establishes that, as long as the prior approval requirement for access to the Foreign Exchange Market for paying capital and interest on External Financial Indebtedness remains in force, this requirement will not be applicable when all of the following conditions are met:
The funds were used to finance projects within the “Argentine Natural Gas Production Promotion Plan – 2020-2024 Supply and Demand Scheme” established in Article 2 of Decree No. 892/20 (“Plan GasAr”);
The funds have been entered and settled through the Foreign Exchange Market as from November 16, 2020; and
The indebtedness has an average duration of no less than two years.
Payments under related counterparty debt
Prior approval from the Central Bank is required to access the Foreign Exchange Market for the cancellation of principal and interest of External Financial Indebtedness when the creditor is a related counterparty to the resident debtor, in accordance with section 3.5.6 of the Foreign Exchange Regulations. Additionally, debts covered by this section will continue to be subject to prior approval even if there is a modification of the creditor or debtor that results in no longer having a relationship between the creditor and the resident debtor.
Prior approval from the Central Bank will not be required when:
it is related to transactions specific to local financial institutions;
it is an External Financial Indebtedness that has an average life of no less than six months, provided the funds were entered into Argentina and settled through the Foreign Exchange Market on or after April 21, 2025.
it is an External Financial Indebtedness with an average maturity of no less than two years, and the funds have been entered and settled through the Foreign Exchange Market between October 2, 2020 and April 20, 2025;
it is a payment of compensatory interest accruing from January 1, 2025, on the remaining original value of financial debts with related foreign counterparties. Penalty or other equivalent interest that accrues from January 1, 2025, will still be subject to the prior approval requirement;
the client is a VPU participant under RIGI that settles principal or interest of External Financial Indebtedness as provided in section 14.2.1 of the Foreign Exchange Regulations.
it is a payment of interest that is made simultaneously with the settlement for at least an equivalent amount of:
new External Financial Indebtedness with an average maturity of no less than two years and providing at least one year of grace for principal payments, both counted from the date access to the market is granted.
new direct investment contributions from non-residents.
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The financial debts and/or direct foreign investment contributions, which cannot be considered for other mechanisms under the Foreign Exchange Regulations, may be entered and settled by the debtor making the interest payment or by another resident company belonging to the same economic group.
it is an External Financial Indebtedness under the mechanism of Section 7.11 of the Foreign Exchange Regulations, and the access date is consistent with the conditions required to fit within that mechanism.
the client has a “Certification for foreign exchange access regimes for incremental oil and/or natural gas production (Decree 277/22)” issued in the framework of Section 3.17 of the Foreign Exchange Regulations, for the equivalent of the principal amount being paid.
the client has a “Certification of increased goods exports” for the years 2021 to 2023 issued under Section 3.18 of the Foreign Exchange Regulations for the equivalent of the principal amount being paid.
it is an External Financial Indebtedness with an average maturity of no less than two years settled between August 27, 2021, and December 12, 2023, and was used to pay commercial debts for the import of goods and services, based on the issuance of a “Certification of entry of new financial indebtedness with the exterior” under item 1 of Communication A 7348 and related provisions (provisions received in item 3.19 of the Annex to Communication A 7914).
it is an External Financial Indebtedness with an average maturity of no less than two years originating between August 27, 2021, and December 12, 2023, from a refinancing of commercial debts for the import of goods and services with the same creditor, under item 20 of Communication A 7626 and related provisions (provisions received in item 3.20 of the Annex to Communication A 7914).
it is a payment of principal on External Financial Indebtedness with affiliated counterparties in the following situations:
When funds entered from abroad under External Financial Indebtedness granted by the same creditor or other foreign creditors affiliated with the debtor are simultaneously settled, provided that such indebtedness has a remaining average life of no less than four (4) years and provides for a minimum of three (3) years of grace for principal payments;
When the principal payment corresponds to an External Financial Indebtedness with a remaining average life of no less than four (4) years, providing for a minimum of three (3) years of grace for principal payments, and which originated on or after April 10, 2026, as a result of the refinancing with the same creditor of overdue principal payments subject to the prior approval requirement set forth in the Foreign Exchange Regulations. In such cases, the refinancing granted by the affiliated creditor must be registered in compliance with the timeframes set forth in the preceding paragraph, by means of foreign exchange tickets without movement of foreign currency.
Payments of debt securities or other debt instruments denominated and payable in foreign currency in Argentina
Pursuant to Section 2.5 of the Foreign Exchange Regulations, issuances by residents of publicly registered debt securities in Argentina that do not constitute External Financial Indebtedness and/or promissory notes with a public offering issued under General Resolution No. 1003/24 of the CNV and related regulations, and/or fiduciary debt securities issued by trustees of fiduciary trusts with a public offering carried out in accordance with CNV provisions in the matter, denominated and subscribed in foreign currency, must be settled in the Foreign Exchange Market as a requirement for subsequent access to said market to address their capital and/or interest services in foreign currency in Argentina under the provisions of this section.
Access to the Foreign Exchange Market for the repayment of debts and other obligations in foreign currency between residents, incurred after September 1, 2019, is prohibited.
However, exceptions are made for the cancellation in Argentina of principal and interest upon maturity of:
Foreign currency financing granted by local financial institutions, including payments for foreign currency consumption through credit or purchase cards, except for the repayment of overdrafts in U.S. dollar current accounts, which may only be settled with the client’s freely available funds in such currency.
Debt securities issued as from September 1, 2019, for the purpose of refinancing debts covered in item (1) of the following paragraph and which involve an increase in the average maturity of the obligations.
Debt securities issued as from November 29, 2019, with public registration in Argentina that do not qualify as External Financial Indebtedness, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency, provided that all funds obtained have been settled in the Foreign Exchange Market.
In the case of debt securities issued by local financial institutions through transactions entered into on or after May 26, 2025, repayment shall only be permitted once at least 12 months have elapsed from the issuance date.
Promissory notes with public offering issued under General Resolution 1003/24 of the CNV and related regulations, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency in Argentina, provided that all funds obtained have been settled in the Foreign Exchange Market.
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Fiduciary debt securities issued by trustees of financial trusts with a public offering conducted in accordance with the provisions of the CNV, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency in Argentina, provided that all funds obtained have been settled in the Foreign Exchange Market.
Issuances of securities covered under items (iii) through (v) that did not involve cash disbursements as they consisted of restructurings of debt originally falling under those same items, provided that the refinancing does not anticipate maturities compared to the original debt.
Issuances of securities that meet the conditions set forth in items (iii) through (v) above for access to the Foreign Exchange Market will be allowed to cancel their capital and interest services upon maturity through the application of export collections of goods and services in Argentina, provided that the requirements set forth in Section 7.9 of the Foreign Exchange Regulations are met.
Entities may also grant access to the Foreign Exchange Market for the cancellation upon maturity of:
Foreign currency obligations between residents formalized through public records or deeds as of August 30, 2019.
Foreign currency financing granted by local financial institutions pending as of August 30, 2019.
Access to the Foreign Exchange Market before maturity will require prior approval from the Central Bank, except when the transaction falls under one of the following situations and all conditions established in each case are met:
When the debt originates from foreign currency financing granted by local financial institutions for foreign currency consumption made through credit or purchase cards.
In case of other financings in foreign currency from local financial institutions, except for the repayment of overdrafts in U.S. dollar current accounts, where repayment is made simultaneously with the settlement of funds received from abroad under new indebtedness:
The early payment is made simultaneously with funds settled from new External Financial Indebtedness and/or new prefinancing of exports from abroad;
The average maturity of the new indebtedness is longer than the remaining average maturity of the debt being paid off;
The accumulated amount of principal payments of the new indebtedness, at any time until the maturity date of the debt being canceled, may not exceed the accumulated principal payments of the financing being paid off; and
If the new indebtedness is a prefinancing of exports from abroad, the entity must have an affidavit from the client stating that prior approval from the Central Bank will be required for the application of export currency collections to the early repayment of principal before the maturities counted for compliance with the conditions mentioned.
If the pre-canceled financing by the client was granted from a credit line from abroad, the financial institution may also pre-cancel the principal and accrued interest from the credit line for the proportion of the debt repaid early.
In case of early cancellation of interest within a debt exchange process:
The early cancellation of interest is made within a debt exchange process of securities issued by the client, in which the creditor is delivered a new security with public registration in Argentina that does not qualify as External Financial Indebtedness;
The amount paid before maturity corresponds to interest accrued up to the closing date of the exchange;
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The average duration of the new debt securities is longer than the remaining average duration of the exchanged securities; and
The accumulated amount of principal payments of the new securities, at no time until the maturity date of the debt being canceled, may exceed the amount accumulated by the principal payments of the exchanged securities.
In case of early cancellation of principal and interest from a debt security covered in this section with the settlement of funds entered from abroad through the issuance of a new debt security that qualifies as External Financial Indebtedness:
The early cancellation of principal is made simultaneously with the settlement of funds from abroad through the issuance of a new debt security that qualifies as External Financial Indebtedness issued within a refinancing, repurchase, and/or early redemption transaction;
The new debt security includes a one year grace period for capital repayment, and its average duration is at least two years longer than the remaining average duration of the debt security being canceled; and
The accumulated amount of principal payments of the new indebtedness may not exceed, until the maturity date of the canceled debt, the amount accumulated by the principal payments of the debt being canceled.
The early cancellation of interest corresponds to the interest accrued on the refinanced debt until the closing date of the repurchase and/or redemption transaction, without the need for an equivalent funds settlement.
Additionally, the entity may grant the client access to the Foreign Exchange Market to:
Pay for a repurchase premium, early redemption, or similar, up to the equivalent of 5% (five percent) of the principal amount of the repurchased and/or redeemed debt security, provided that the payment is made simultaneously with the settlement of funds entered from abroad by the new debt security exceeding the principal amount being pre-canceled, by at least an amount equivalent to the premium paid.
Pay, at the closing date of the repurchase and/or redemption transaction, without the need for an equivalent funds settlement, the issuance costs or other services provided by non-residents in the context of the issuance of the new debt securities and/or the repurchase and/or redemption transaction.
In case of early cancellation of principal and interest from a debt security covered in this section simultaneously with the settlement of other External Financial Indebtedness:
The early cancellation of principal and interest is made simultaneously with funds settled from new External Financial Indebtedness;
The average duration of the new indebtedness is longer than the remaining average duration of the debt security being canceled; and
The accumulated amount of principal payments of the new indebtedness, at no time until the maturity date of the debt being canceled, may exceed the amount accumulated by the principal payments of the debt security being canceled.
In the case of early cancellation of principal and interest of a security covered in this section or a foreign currency financing from a local financial entity that was not granted under a foreign credit line, carried out simultaneously with the settlement of a new security covered in this section, subject to the following conditions:
the early cancellation of principal and accured interest of a security covered in this section or a foreign currency financing from a local financial entity that was not granted under a foreign credit line is made simultaneously with the funds settled from the issuance of a new security covered in this section
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the average duration of the new security is longer than the remaining average duration of the debt being prepaid,; and
at no time, up to the maturity date of the debt being prepaid, may the cumulative amount of principal amortizations under the new security exceed the cumulative amount of principal amortizations that would have accrued under the debt being prepaid.
The client is a VPU adhered to the RIGI that early cancels principal or accrued interest from debts covered in this section in accordance with the provisions of Section 14.2.1 of the Foreign Exchange Regulations.
In the case of prepayment of principal and accrued interest under a security covered by this section, or under foreign currency financing granted by a local financial institution that was not extended under an external credit line, provided that such prepayment is carried out simultaneously with the settlement of new foreign currency financing granted by a local financial institution, subject to the following conditions.
the prepayment of principal and accrued interest under a security covered by this section, or under foreign currency financing granted by a local financial institution that was not extended under an external credit line, is made simultaneously with the funds settled under new foreign currency financing granted by a local financial institution. Where foreign currency financing granted by a local financial institution is being repaid, the foregoing requirement shall be deemed satisfied if a certificate issued by the institution granting the new financing evidencing the settlement of the required amount within the preceding forty-eight (48) business hours is obtained;
the average life of the new debt is longer than the remaining average life of the debt being prepaid; and
at no time, up to the maturity date of the debt being prepaid, may the cumulative amount of principal amortizations under the new debt exceed the cumulative amount of principal amortizations that would have accrued under the debt being prepaid.
Additionally, provided that the remaining applicable regulatory requirements are met, financial institutions may grant access to the Foreign Exchange Market up to three (3) business days prior to maturity for the payment of principal and interest on: (i) debt securities issued as from September 1, 2019, for the purpose of refinancing debts covered under Section 3.6.2. of the Foreign Exchange Regulations, provided that such issuance results in an increase in the average life of the obligations; and (ii) fiduciary debt securities issued by trustees of financial trusts with a public offering conducted in accordance with the provisions of the CNV, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency in Argentina.
Transactions with BOPREAL
The BOPREAL are securities issued by the Central Bank for subscription in a primary offering for the following purposes: (i) by importers of goods for imports of goods, up to the amount of the outstanding debt for imports of goods with customs entry registration on or before December 12, 2023.; (ii) by importers of services, up to the amount of the outstanding debt for imports of services where the performance or accrual of such services by the non-resident provider occurred on or before December 12, 2023; (iii) for the payment of profits and dividends owed to non-residents, as from the date on which their distribution was approved by the shareholders’ meeting; (iv) by non-resident clients, for profits and dividends collected since September 1, 2019; and (v) by debtors of principal and interest in arrears with related-party counterparties, subject to the prior authorization of the Central Bank as provided under Sections 3.3.3 and 3.5.6 of the Foreign Exchange Regulations.
For Importers of Goods:
Importers of goods can subscribe BOPREAL for up to the amount of the pending debt for their imports of goods with customs entry registration before December 12, 2023. The entity making the subscription offer on behalf of the client must have the respective certifications on the outstanding debt amount issued by the entity/entities responsible for monitoring the officializations involved in the SEPAIMPO, in order to verify that all of the following conditions are met:
The obligation qualifies as a debt for goods imports as indicated in Section 10.2.4 of the Foreign Exchange Regulations.
The transaction is declared, if applicable, in the last overdue submission of the External Assets and Liabilities Survey.
The conditions set forth in Section 10.3.2.1 of the Foreign Exchange Regulations for access to the Foreign Exchange Market are met, except for the condition specified in item (viii).
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The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.5 of the Foreign Exchange Regulations. Section 3.16.3 shall only apply to clients who are not resident individuals
The client provides an affidavit stating that the debt for which they are requesting subscription is pending payment.
In certain cases, the entity making the subscription offer on behalf of the client must have an affidavit from the client confirming that they have not requested the use of this mechanism through another entity for that debt.
For Importers of Services:
Importers of services can subscribe BOPREAL for up to the amount of the pending debt for their imports of services in which the provision or accrual of the service by the non-resident took place before December 12, 2023.
The entity making the subscription offer on behalf of the client must have the documentation that supports the existence of the service, the amount owed as of the subscription date, and verify that all of the following conditions are met:
The obligation qualifies as a debt for service imports as indicated in the second paragraph of Section 13.1.2 of the Foreign Exchange Regulations.
The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Foreign Exchange Regulations. Section 3.16.3 shall only apply to clients who are not resident individuals
The client provides an affidavit stating that the debt for which they are requesting subscription is pending payment and that they have not requested the use of this mechanism through another entity for this debt.
For Profits and Dividends of Non-Resident Shareholders Pending Payment or Already Received in Argentina:
When it comes to profits and dividends pending payment to non-residents as determined by the shareholders’ meeting, clients can subscribe BOPREAL for up to the equivalent amount in local currency of the profits and dividends pending payment to non-resident shareholders as determined by the shareholders’ meeting.
The entity that makes the subscription offer on behalf of the client must verify compliance with the following requirements:
The entity has documentation to support that the outstanding debt corresponds to profits and dividends from closed and audited financial statements.
The transaction is declared, if applicable, in the latest overdue submission of the External Assets and Liabilities Survey.
The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Foreign Exchange Regulations.
The client provides an affidavit stating that:
The profits and dividends for which they are requesting subscription are pending payment;
They have not used this mechanism for that debt, and
They acknowledge that they will not have access to the Foreign Exchange Market to pay the equivalent of the debt for which they subscribed unless the payment is made via exchange and arbitrage with funds deposited in a local account, originating from the collection of capital and interest in foreign currency from the BOPREAL bonds.
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Non-resident clients, for profits and dividends received since September 1, 2019, may subscribe BOPREAL for up to the equivalent amount in local currency of the profits and dividends received from that date, adjusted by the most recent Consumer Price Index (“CPI2”) available at the time of subscription. The entity making the subscription offer on behalf of the client must verify compliance with the requirements outlined in Section 4.6.2 of the Foreign Exchange Regulations.
Subscription of BOPREAL by Debtors of Principal and Accrued Interest with Related Parties, Subject to Prior Approval by the Central Bank pursuant to Sections 3.3.3 and 3.5.6 of the Foreign Exchange Regulations
Clients may subscribe to BOPREAL up to the amount outstanding as of the subscription date in connection with the following obligations:
Accrued compensatory interest as of December 31, 2024, arising from financial debt with related counterparties.
Principal amounts due in respect of financial debt with related counterparties.
The financial entity submitting the subscription on behalf of the client must retain documentation supporting: (i) the existence of the debt, (ii) the outstanding amount as of the subscription date, and (iii) verification of the following:
1) The transaction, where applicable, has been reported in the latest filed submission of the External Assets and Liabilities Survey.
2) The client complies with the supplementary requirements set forth under Sections 3.16.1 to 3.16.4. of the Foreign Exchange Regulations.
3) The client complies with all other applicable requirements for accessing the Foreign Exchange Market according to the current regulatory framework, based on the nature of the transaction.
4) The client has provided an affidavit certifying that:
a) The debt for which the subscription is requested remains outstanding;
b) This mechanism has not already been used for this debt; and
c) The client acknowledges that they will not have access to the Foreign Exchange Market to repay the equivalent of the debt for which they subscribed, except if repayment occurs through an exchange and arbitrage with funds deposited in a local account originating from collections of principal and interest in foreign currency on BOPREAL.
The financial entity must also execute a foreign exchange sale ticket on behalf of the client, using the corresponding transaction code identifying the type of operation, and indicating the nominal value in foreign currency of the BOPREAL allocated to the debtor
Complementary Provisions on BOPREAL:
Clients may, provided that the applicable requirements are met, access the Foreign Exchange Market through the execution of an exchange and/or arbitration with funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, to carry out the following transactions:
Payment of commercial debts for imports of goods with customs entry registration up to December 12, 2023, which were eligible according to the provisions of section (a) above. Payments made through the Local Currency System (the “LCS”) from the sale of funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, may also be considered under this section.
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Payment of commercial debts for imports of services rendered or accrued up to December 12, 2023, which were eligible according to the provisions of section (b) above. Payments made through the LCS from the sale of funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, may also be considered under this section.
Payment of debts to non-resident shareholders for profits and dividends, which were eligible according to the provisions of the first paragraph of section (c) above.
The repatriation of portfolio investments of non-residents originating from profits and dividends collected in Argentina since September 1, 2019, as determined by the shareholders’ meeting based on closed and audited financial statements, which were eligible according to the provisions of the second paragraph of section (c) above.
Payment of principal and interest on debts with affiliated counterparties, which were eligible in accordance with Section (d) above
Clients who have acquired BOPREAL bonds in primary bidding under the provisions of sections (a), (b), (d) and the first paragraph of section (c) may execute sales of securities against a wire transfer to a third-party account abroad, provided that the requirements outlined in Section 4.3.2.3. of the Foreign Exchange Regulations are met, when selling the BOPREAL bonds acquired by the seller in the aforementioned primary biddings.
They may also liquidate, under the conditions outlined in the previous paragraph, other sales of securities made from April 1, 2024, provided that the market value of these transactions does not exceed the difference between the amount obtained from the sale with settlement in foreign currency abroad of BOPREAL bonds acquired in primary bidding for eligible import debts of goods and services and their nominal value, should the former be lower.
Section 4.8 of the Foreign Exchange Regulations sets forth a series of transactions that may be carried out by clients who acquired BOPREAL in primary bidding.
In the event that a client has executed a sale with a repurchase obligation using BOPREAL bonds acquired in primary bidding, the following will apply:
The sale of the bonds at the origin of the transaction shall not be taken into account for the preparation of the affidavits stipulated in sections (c) and (d) of “General Requirements”;
The aforementioned sale will not entitle the client to carry out securities transactions based on the difference between the amount obtained from the sale and the nominal value of the BOPREAL bonds acquired in primary bidding for eligible import debts of goods and services.
Once the client has regained possession of the BOPREAL bonds, the securities will be subject to the same treatment as bonds acquired in primary bidding.
Repatriations of direct investments and other foreign currency purchases by non-residents
Pursuant to Section 3. 13 of the Foreign Exchange Regulations, prior approval from the Central Bank will be required for access to the Foreign Exchange Market for the repatriation of investments by non-residents and other foreign currency purchases by non-resident clients, except for the following transactions:
International organizations and institutions performing the functions of official credit agencies;
Diplomatic and consular representations, and accredited diplomatic personnel in Argentina for transfers made in the exercise of their functions;
Representations in Argentina of Courts, Authorities or Offices, Special Missions, Commissions, or Bilateral Bodies established by International Treaties or Agreements, in which Argentina is a party, to the extent that transfers are made in the exercise of their functions;
Transfers abroad on behalf of individuals who are beneficiaries of pensions and/or retirements paid by the ANSES or other pension agencies and/or pension annuities as provided by Section 101 of Law No. 24,241, for up to the amount received for such concepts in the last 30 calendar days, provided that the transfer is made to a bank account in the beneficiary’s registered country of residence
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Purchase of foreign currency in cash by non-residents for tourism and travel expenses, up to a maximum amount of U.S.$. 100, to the extent that the financial institution can verify in the online system implemented by the Central Bank that the customer has settled an amount equal to or greater than the amount to be purchased within the 90 days prior to the transaction;
This transaction will become effective upon the registration of the client’s foreign currency sale with the Central Bank by the intermediary entity, in accordance with the established guidelines. It should be noted that transactions involving the framing of settlements during their validity, specifically those pertaining to securities on behalf of and for the account of non-resident tourists, will not be considered for the purposes of this section.
Transfers to bank accounts abroad of individuals for funds received in Argentina related to benefits granted by the Federal Government under Laws 24,043, 24,411, and 25,914 and related legislation;
Repatriations of direct investments by non-residents in companies that are not controlling entities of local financial institutions, provided that the capital contribution was entered and settled through the Foreign Exchange Market on or after October 2, 2020, provided that: (a) The repatriation occurs at least 180 calendar days after the settlement of the contribution funds, if the contribution was received and settled on or after April 21, 2025; or (b) The repatriation occurs at least two years after settlement, if the contribution was received and settled between October 2, 2020 and April 20, 2025.
Repatriation of direct investments by non-residents is permitted up to the amount of investment contributions entered and settled through the Foreign Exchange Market as of November 16, 2020, provided that all of the following conditions are met: (a) the destination of the funds has been the financing of projects framed within the Plan GasAr 2020-2024; (b) the entity has documentation proving the effective entry of the direct investment into the resident company; and (c) access occurs no earlier than two calendar years from the date of settlement in the Foreign Exchange Market of the transaction that allows for compliance with this section.
Repatriation of direct investments by non-residents in companies that are not controlling companies of local financial entities is permitted, provided that the relevant entity has obtained a “Certification for the Foreign Exchange Access Regimes for Incremental Oil and/or Natural Gas Production (Decree No. 277/22),” issued in accordance with the provisions of Section 3.17 of the Foreign Exchange Regulations. The repatriated amount must be equivalent to the original investment.
Repatriations of direct investments by non-residents in companies through access by the resident who acquired their stake in a resident company, provided that:
The access occurs simultaneously with the settlement of funds entered from abroad through External Financial Indebtedness or funds from a financial loan in foreign currency granted by a local financial institution from a credit line of a foreign financial institution, with a minimum average duration of four years and at least three years of grace for capital repayment;
The resident company whose capital is being transferred is in one of the following sectors: forestry industry, tourism, infrastructure, mining, technology, steel industry, energy, oil, and gas; and
The transaction involves the transfer of at least 10% of the resident company’s capital.
If, at the time of access, the client does not have the documentation proving their possession of the capital stake being paid, they must submit an affidavit committing to present the documentation within 60 (sixty) calendar days of access to the Foreign Exchange Market.
The repatriated amount must be equivalent to the original investment.
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Through Communication “A” 8331, the Central Bank established, within the framework of this item (x), that:
This treatment will also apply—subject to compliance with the remaining applicable requirements—to the acquisition of resident companies across all economic sectors, provided that such companies are neither financial entities nor controlling entities thereof.
Financial entities may also grant access to the Foreign Exchange Market to resident clients when the relevant transaction involves the acquisition of 100% of the capital stock of a non-resident company whose sole asset is the equity interest in the local company being acquired. In such case, in addition to complying with items (a), (b), and (c) of this subsection (x), the resident client must submit an affidavit signed by the legal representative of the company or by an attorney-in-fact with sufficient authority to assume such commitment on behalf of the company, undertaking to:
Complete, within a maximum period of 12 (twelve) months from the date of access to the Foreign Exchange Market for this transaction, the change of residency of the acquired company so that it becomes a resident company in Argentina.
Ensure that the local company whose equity interest is being acquired indirectly will not distribute profits or dividends to the acquired foreign company until the residency change referred to in the preceding item has been completed.
Ensure that, in the event the acquired foreign company—acting as the controlling entity of the local company—is sold to a non-resident, the proceeds received from such sale are entered and settled in the Foreign Exchange Market within 15 business days.
Repatriations of direct investment contributions by non-residents in a VPU adhered to the RIGI under Section 14.2.3 of the Foreign Exchange Regulations.
Repatriation by non-residents of principal, income, and proceeds from the sale of portfolio investments in instruments listed on local markets authorized by the CNV, mutual funds without direct listings composed of such instruments, and/or demand or term deposits with local financial institutions, provided that:
There is certification from a local financial institution evidencing that the investment was constituted with funds received and settled through the local Foreign Exchange Market on or after April 21, 2025;
The settlement requirement shall be considered satisfied if the non-resident client has applied foreign currency directly, on or after May 23, 2025, to the primary subscription of debt securities issued by the National Treasury.
Documentation is available demonstrating that the amount accessing the market does not exceed the interest or principal received and/or the amount actually obtained from the sale of the investment.
If the interest or sale proceeds are received in foreign currency, repatriation may be effected up to the equivalent of such amount.
Repatriations of portfolio investments by non-residents originating from profits and dividends collected in Argentina since September 1, 2019, from distributions determined by the shareholders’ meeting for closed and audited balances are permitted, provided that the transaction is carried out through an exchange and/or arbitration with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL bonds
Separately, the aforementioned Communication “A” 8331 established that financial entities may grant access to the Foreign Exchange Market to resident clients in order to effect the repatriation of investments held by a non-resident in connection with the acquisition by the resident of the non-resident’s interest in a concession for the exploitation of natural resources granted in Argentina, provided that:
Access is carried out simultaneously with the settlement of funds transferred from abroad pursuant to External Financial
Indebtedness or funds from a foreign-currency financial loan granted by a local financial institution funded through a credit line from a foreign financial institution, with a minimum average life of four years and at least three years of principal grace;
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The transaction involves the transfer of at least 10% of the interest in the concession agreement; and
If, at the time of access, the client does not have the documentation evidencing title to the interest being acquired, the client must submit an affidavit undertaking to submit such documentation within 60 calendar days from the date of access to the Foreign Exchange Market.
Access to the Foreign Exchange Market by individuals
Financial institutions may grant resident individuals access to the foreign exchange market, without prior authorization from the Central Bank, for the purchase of foreign currency in cash for holding purposes or for the establishment of deposits, provided that all of the following requirements are met:
The transaction must be processed through a debit from the customer’s account at local financial institutions, or if the customer uses local currency in cash, the total amount in local currency may not exceed the equivalent of U.S.$100 per calendar month, across all financial institutions and for all specified concepts.
If the customer opts to use cash in local currency, the institution must obtain an affidavit from the customer affirming compliance with the aforementioned requirement.
The selling institution must either deliver the foreign currency in cash to the customer or credit the funds to a foreign currency account held by the customer at a local financial institution or to a bank account held by the customer abroad, as applicable.
The institution must have recorded the transaction in the online system implemented for this purpose by the Central Bank.
In all cases, the institution must obtain evidence that the customer has income and/or assets consistent with savings in foreign currency.
In all cases, the financial entity must obtain an affidavit from the client whereby the client undertakes not to conduct, whether directly, indirectly, or on behalf of or for the account of third parties, any purchases of securities settled in foreign currency from the moment the client requests access and for the following 90 consecutive days. The foregoing undertaking shall not apply to purchases of securities settled in foreign currency carried out:
in connection with primary offerings of debt securities issued by resident issuers, provided that the purchaser holds such securities in its portfolio for a minimum of 15 business days.
This minimum holding period shall not apply where the primary subscription was completed on or before December 9, 2025, or where the sale of the subscribed securities is settled in foreign currency.
through the reinvestment of foreign-currency proceeds received in respect of principal and/or interest payments on securities issued by the National Treasury or the Central Bank, within 15 business days from the corresponding payment date.
Financial institutions may grant resident individuals access to the foreign exchange market for the formation of external assets, for family remittances, and for derivative transactions, provided the transaction does not fall under Section 3.12.1 of the Foreign Exchange Regulations and without prior approval from the Central Bank, as long as all of the following requirements are met:
The client may not exceed, in any calendar month and across all institutions and under all of the above concepts, the equivalent of U.S.$200.
The transaction must be debited from the client’s account with a local financial institution.
If the client uses cash, the amount purchased may not exceed the equivalent of U.S.$100 in any calendar month across all institutions and under all of the above concepts.
The institution must obtain a sworn statement from the client confirming compliance with the above requirements.
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The institution must verify through the online system implemented by the Central Bank that the client’s affidavit consistent with the data available to the Central Bank.
In the case of transactions related to the client’s formation of external assets, the selling institution must either deliver the foreign currency banknotes or traveler’s checks, or credit the funds to a foreign currency account held by the client with a local financial institution, or to a bank account held by the client abroad, as applicable.
Access to the Foreign Exchange Market by guarantee trusts for the payment of principal and interest
Pursuant to Section 3.7 of the Foreign Exchange Regulations, Argentine guarantee trusts created to guarantee principal and interest payments of resident debtors may access the Foreign Exchange Market to make such payments at their scheduled maturity, to the extent that, in accordance with the applicable regulations in force, the debtor would have had access to the Foreign Exchange Market to make such payments directly.
Access to the Foreign Exchange Market by other residents -excluding entities- for the formation of foreign assets and for derivative transactions
Pursuant to Section 3.10 of the Foreign Exchange Regulations, access to the Foreign Exchange Market for the constitution of foreign assets and for derivative transactions by legal entities that are not authorized to operate in the foreign exchange market, local governments, mutual funds, or other entities established in Argentina, requires prior authorization from the Central Bank.
Financial derivative transactions
Entities may grant access to the Foreign Exchange Market for the payment of premiums, the establishment of guarantees, and the settlement of obligations arising from interest rate hedge contracts for residents’ obligations with foreign parties, which have been declared and validated, where applicable, in the External Assets and Liabilities Survey, provided that the risks covered do not exceed the external liabilities actually registered by the debtor in the interest rate whose risk is being hedged through the contracts.
The client accessing the Foreign Exchange Market through this mechanism must designate an entity to monitor the transaction and provide an affidavit committing to deposit and settle any funds due to the local client as a result of the transaction or the release of the funds from the established guarantees, within five business days.
Other financial derivative transactions for residents that are not entities authorized to operate in the foreign exchange market shall be governed by the provisions of Sections 3.8 and 3.10 of the Foreign Exchange Regulations, as applicable.
All settlements of futures transactions on regulated markets, forwards, options, and any other type of derivative contracts entered into within Argentina by entities from September 11, 2019, onwards must be conducted in local currency.
Financial institutions may grant access to the Foreign Exchange Market for the payment of premiums, the establishment of guarantees, and the settlement of obligations arising from hedging contracts between foreign currencies for residents’ obligations with foreign parties, which have been declared and validated, where applicable, in the External Assets and Liabilities Survey, provided that the risks covered do not exceed the external liabilities actually registered by the debtor in the currency whose risk is being hedged through such contracts. The client accessing the Foreign Exchange Market through this mechanism must designate a financial institution to monitor the transaction and execute an affidavit undertaking to enter and settle any funds resulting in favor of the local client from such transaction, or from the release of the funds from the guarantees established, within five (5) business days.
Profit and dividend payment
Pursuant to Section 3.4 of the Foreign Exchange Regulations, access to the Foreign Exchange Market for the transfer of foreign currency abroad for the payment of dividends and profits to non-resident shareholders is subject to the prior approval of the Central Bank, unless the following requirements are met:
The profits and dividends must correspond to closed and audited balance sheets.
The total amount paid to non-resident shareholders shall not exceed the amount in Pesos that correspond according to the distribution determined by the shareholders’ meeting.
If applicable, the External Assets and Liabilities Survey must have been complied with for the transactions involved.
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The company falls within one of the following situations and fulfills all the conditions stipulated in each case:
The distributable profits arise from net income reported in regular, audited annual financial statements for fiscal years beginning on or after January 1, 2025.
The client engages in an exchange and/or arbitration transaction with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL.
The client is a VPU adhered to the RIGI and the profits correspond to foreign direct investment contributions that fall under Section 14.2.2 of the Foreign Exchange Regulations, the client must present documentation that supports the definitive capitalization of the contribution. In this case, the client must present documentation that supports the definitive capitalization of the contribution.
Records direct investment contributions settled as of January 17, 2020. In which case, (i) the total amount of transfers made in the Foreign Exchange Market for the payment of dividends to non-resident shareholders may not exceed 30% of the total value of the capital contributions made in the relevant local company that have entered and been settled through the Foreign Exchange Market as of January 17, 2020, (ii) access will only be granted after the expiration of a term of not less than 30 calendar days as from the settlement date of the last capital contribution taken into account to determine the aforementioned 30% capital cap, and (iii) the definitive capitalization of the capital contributions must be accredited or, failing that, the filing of the registration procedure of the capital contribution with the Public Registry must be evidenced. In this case, the accreditation of the definitive capitalization must be made within 365 calendar days following the date of the initial filing with the Public Registry.
Profits generated in projects under the Plan GasAr 2020-2024. In this case, (i) the profits generated by the foreign direct investment contributions entered and settled through the Foreign Exchange Market as from November 16, 2020, destined to the financing of projects framed within the Plan GasAr 2020-2024. If the client is a direct beneficiary of Decree No. 277/2022, the value of the benefits of the decree used by the client, directly or indirectly, shall be deducted from the amount allowed in the preceding paragraph, (ii) the access to the Foreign Exchange Market occurs no earlier than two years from the date of settlement in the Foreign Exchange Market of the contribution that allows the framing in this section, and (iii) the client must submit the documentation supporting the definitive capitalization of the contribution.
It has a “Certification for the Foreign Exchange Access Regimes for Incremental Oil and/or Natural Gas Production (Decree No. 277/22)” issued under the provisions of section 3.17. of the Foreign Exchange Regulations, for the equivalent value of the profits and dividends being paid.
The client must have a Certification of Increased Exports of Goods for the years 2021 to 2023, issued in accordance with Section 3.18 of the Foreign Exchange Regulations, for the equivalent value of the profits and dividends being paid.
Other specific provisions
Swap and arbitrage transactions
Financial institutions may carry out foreign exchange swap and arbitrage transactions not associated with the inflow of foreign currency from abroad in the following cases with their clients:
An individual transfers funds from his local accounts (which are already in foreign currency) to his own bank accounts outside of Argentina.
For such purposes, the intervening financial institutions must: (a) have registered the transaction in the new online system implemented by the Central Bank for such purpose; and (b) in all cases, obtain an affidavit from the client stating that the client undertakes, from the moment of transferring the foreign currency abroad and for the following ninety (90) consecutive days, not to engage, whether directly or indirectly or on behalf of or for the account of third parties, in any purchases of securities settled in foreign currency. The foregoing undertaking shall not apply to purchases of securities settled in foreign currency carried out: (x) in connection with primary offerings of debt securities issued by resident issuers, provided that the purchaser holds such securities in its portfolio for a minimum of fifteen (15) business days; or (y) through the reinvestment of foreign-currency proceeds received in respect of principal and/or interest payments on securities issued by the National Treasury or the Central Bank, within fifteen (15) business days from the corresponding payment date.
The transfer of foreign currency abroad by local common depositaries of marketable securities in connection with income received in foreign currency on account of principal and interest services on Argentine Treasury bonds or Central Bank bonds when such transaction is part of the payment procedure at the request of foreign common depositaries.
Transfers of foreign currency abroad to make payments for imports of goods and services under Sections 10.10.2.13., 10.10.2.14 and 13.3.9. of the Foreign Exchange Regulations, from foreign currency funds deposited in local financial institutions.
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Arbitrage transactions not originating in transfers from abroad may be carried out without any restriction, to the extent that the funds are debited from a foreign currency account held by the customer with a local financial institution. To the extent that the funds are not debited from a foreign currency account held by the customer, these transactions may be carried out by individuals, without the prior approval of the Central Bank, up to the amount allowed for the use of cash under Sections 3.8., 3.9 and 3.13 of the Foreign Exchange Regulations.
Exchange and arbitrage transactions with funds deposited in a local account and originating from capital and interest payments in foreign currency from BOPREAL bonds, provided that the applicable requirements are met, intended for: (a) Payment of commercial debts for imports of goods with customs entry registration up to December 12, 2023, eligible under Section 4.4 of the Foreign Exchange Regulations; (b) Payment of commercial debts for services rendered or accrued up to December 12, 2023, eligible under Section 4.5 of the Foreign Exchange Regulations; (c) Payment of debts with non-resident shareholders for eligible profits and dividends under Section 4.6.1 of the Foreign Exchange Regulations; (d) Repatriation of portfolio investments of non-residents originating from profits and dividends received in Argentina since September 1, 2019, from the distribution determined by the shareholders’ meeting based on closed and audited financial statements, eligible under Section 4.6.2 of the Foreign Exchange Regulations; (e) Payment of principal and compensatory interest on debts with affiliated counterparties that were eligible in accordance with Section 4.7. of the Foreign Exchange Regulations.
All other exchange and arbitrage transactions may be conducted by clients without the prior approval of the Central Bank, provided that, when executed as individual transactions involving Pesos, they can be carried out without such approval in accordance with the applicable Foreign Exchange Regulations. This also applies to local custodians of securities regarding foreign currency income received as payments of principal and interest on foreign currency securities paid in Argentina.
If the transfer is made in the same currency in which the account is denominated, the financial institution will credit or debit the same amount as that received or sent from abroad. When the financial institution charges a commission or fee for these transactions, it will be instrumented in a specifically designated Section.
Securities transactions
CNV Rules establish a minimum holding period of one business day counted as of its accreditation at the Central Depository Agent of Negotiable Securities (Agente Depositario Central de Valores Negociables) applicable only to clients who are not considered resident individuals in Argentina for:
sales of securities with settlement in foreign currency, regardless of jurisdiction or issuance law, to the extent that the purchase of said securities has been made with Pesos;
transfers of securities acquired with settlement in local currency to foreign depository entities, regardless of they issuance law, unless their accreditation (i) results from a primary placement of securities issued by the National Treasury or by BOPREAL issued by the Central Bank, (ii) refers to transactions under section 3.16.3.6(v) and the second paragraph of section 4.7.2. of the Foreign Exchange Regulations, or (iii) refers to Argentine shares and/or CEDEARs traded in markets regulated by the CNV.
applying securities from foreign depository entities to transactions with settlement in foreign currency.
Intermediaries and trading agents must verify compliance with the aforementioned minimum holding periods.
Transfers of securities to foreign depositary entities made by the client for the purpose of participating in a debt securities exchange issued by the Argentine government, local governments, or resident private sector issuers are not included in the aforementioned provisions. The client must present the corresponding certification for the exchanged debt securities.
Pursuant to currently applicable CNV Rules, prior to executing or registering any of the securities trade set forth in Sections 3.16.3.1. and 3.16.3.2. of the Foreign Exchange Regulations in CNV-authorized markets, local brokers must:
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if the trade is to be performed by non-resident clients that do not qualify as foreign brokers: (i) ensure that the trades are for such client’s own portfolio and financed with its own funds, and (ii) ensure the trades do not exceed Ps.200 million per day;
if the trade is to be performed by non-resident clients that qualify as foreign brokers, whether acting for their own portfolio or on behalf of Argentine clients, ensure that the trades do not exceed Ps.200 million per client per day. If the foreign broker is acting as a depositary of shares issued by local issuers and carries out the trade for purposes of paying dividends to holders of ADRs, GDRs or similar certificates held in custody abroad, it is not subject to this requirement;
if the trade is to be performed by resident clients, acting on behalf of resident or non-resident third parties, ensure that the trades do not exceed Ps.200 million per client per day; and
if the trade is to be performed by resident clients acting for their own portfolio and financed with their own funds, the above-mentioned daily trading limit does not apply.
The aforementioned trade restrictions do not apply, among others, to:
BOPREAL acquired in primary bidding
the sale of securities with settlement in foreign currency and in the local jurisdiction previously acquired in Pesos by individual or corporate resident clients with funds from UVA mortgage loans. These clients must be granted the funds by financial entities authorized to act as such under terms of Law No. 21,526. Furthermore, the proceeds from these sales must be applied to the purchase of real estate in Argentina within the framework of the aforementioned credits.
outbound transfers to foreign depositary entities involving: (i) securities issued with a full or partial amortization schedule no shorter than two years from their issuance date; (ii) securities issued by the National Treasury with a full or partial amortization schedule no shorter than 180 calendar days from their issuance date; (iii) BOREAL; provided that, in all cases, such securities have been previously credited to the client’s account as a result of a primary issuance or bidding process, and only up to the nominal amount so subscribed in the relevant issuance; or (iv) regardless of governing law or amortization schedule, provided that such securities have been held in sub-accounts registered in the name of the person ordering the relevant transfers for a period of no less than three hundred sixty-five (365) consecutive days, counted from the date of their crediting in such sub-accounts at the Central Depository Agent of Negotiable Securities (ADCVN);
transfers carried out in accordance with the provisions of Sections 3.16.3.6.v) and 4.8.2, second paragraph, of the Foreign Exchange Regulations; and
outbound transfers to foreign depository institutions of securities issued by the Argentine Treasury—regardless of governing law or maturity—provided that such securities were previously acquired and credited as a result of a reinvestment process involving proceeds from services (principal or interest) of Argentine Treasury securities payable in Pesos in Argentina, with final (or partial) amortization dates not earlier than 180 days from issuance, and originally acquired through primary placement or auction, up to the total nominal amount subscribed for the relevant series. Such transfers may be made only up to the amount of the serviced amounts and the proceeds of their successive reinvestments.
Brokers must verify compliance with these conditions prior to processing any such transfer and must retain, in their internal files, supporting documentation evidencing the acquisition of the relevant securities, the receipt of their services, and the reinvestment of those proceeds into other Argentine Treasury securities, up to the amount specified above.
Central Bank information regimes
External Assets and Liabilities Survey
On December 28, 2017, the Central Bank replaced the information regimes established in Communications “A” 3602 and “A” 4237 with Communication “A” 6401 (as subsequently supplemented and amended by Communications “A” 6795 and 8304), creating a unified regime known as the External Assets and Liabilities Survey.
For submissions covering the first quarter of 2020 through the fourth quarter of 2025 inclusive, the External Assets and Liabilities
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Survey is governed by the following rules:
All legal entities or individuals with external liabilities at the end of any calendar quarter, or who repaid such liabilities during that quarter, must submit the External Assets and Liabilities Survey.
Declarants whose total external assets and liabilities at year-end equal or exceed U.S.$50 million must file an annual report, which may supplement, confirm, or correct the quarterly submissions. Filing the annual report is optional for other entities or individuals.
Starting with the first quarter of 2026, the Survey of External Assets and Liabilities will follow these rules:
Primary Sample: Legal entities or individuals with total external assets and liabilities of U.S.$10 million or more at the end of any quarter must submit a quarterly report.
If a declarant belongs to the primary sample in any quarter, they remain in the primary sample for the entire calendar year.
If a declarant no longer has external liabilities, they must still file a report for the quarter in which the liabilities were canceled.
Primary sample entities are not required to submit quarterly income statements but must file a simplified annual report including only investor-related forms and statements of income, changes in equity, and balance sheet.
Secondary Sample: Legal entities or individuals with total external assets and liabilities of less than U.S.$10 million at the end of a quarter.
If this condition persists through every quarter of the year, only an annual report is required.
If, in any quarter, external assets or liabilities equal or exceed U.S.$10 million, the declarant moves to the primary sample and must comply with primary sample reporting requirements.
If the declarant ceases to have external liabilities, they must file the annual report for that year to reflect the cancellation.
To be eligible for the secondary sample, the declarant must not have debts equal to or exceeding the threshold in other Central Bank-related surveys at the end of the reference quarter. Entities may not charge fees for reporting reductions in such debts without access to the foreign exchange market.
Access to the Foreign Exchange Market for the repayment of foreign financial debt and other transactions is contingent upon the debtor’s compliance with the External Assets and Liabilities Survey. See “—Specific provisions on outflows through the Foreign Exchange Market— Payments for debt securities subscribed abroad and external financial indebtedness with foreign entities.”
Criminal Foreign Exchange Regulations
The Foreign Exchange Regulations establishes that transactions that do not comply with the exchange regulations established by the Foreign Exchange Regulations will be subject to the Criminal Foreign Exchange Regulations (Law No. 19,359 and amendments).
For further information on the exchange control restrictions and regulations in force, you should consult your legal advisors and read the applicable rules mentioned in this document, as well as their amendments and complementary regulations, which are available on the website: https://www.infoleg.gob.ar/ or on the Central Bank’s website: https://www.bcra.gob.ar/, as applicable. The information contained in these websites is not part of this annual report and is not deemed to be incorporated herein.
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Material U.S. Federal Income Tax Considerations Relating to Our Class B Shares and ADSs
The following discussion is a summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Class B shares or ADSs. This discussion applies only to beneficial owners of Class B shares or ADSs that are “U.S. holders” (as defined below) that hold Class B shares or ADSs as “capital assets” (generally, property held for investment). This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed Treasury regulations, administrative pronouncements of the U.S. Internal Revenue Service (“IRS”) and judicial decisions, all as of the date hereof and all of which are subject to change (possibly on a retroactive basis) and to different interpretations. This discussion does not purport to address all U.S. federal income tax considerations that may be relevant to a particular U.S. holder (including consequences under the alternative minimum tax or the net investment income tax) and you are urged to consult your own tax advisor regarding your specific tax situation. The discussion does not address the tax considerations that may be relevant to U.S. holders in special tax situations, such as:
dealers in securities or currencies;
insurance companies;
individual retirement accounts and other tax deferred accounts;
tax-exempt organizations;
traders in securities that elect to mark to market;
certain financial institutions;
entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes;
holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
U.S. expatriates;
holders that hold Class B shares or ADSs as part of a hedge, straddle, conversion transaction, constructive sale transaction or other integrated transaction;
holders that own, directly, indirectly, or constructively, 10% or more of our shares (by vote or value);
real estate investment trusts; or
regulated investment companies.
This discussion does not address the estate or gift tax consequences of holding Class B shares or ADSs or the indirect consequences to holders of equity interests in entities or arrangements treated as partnerships for U.S. federal income tax purposes that own our Class B shares or ADSs. Moreover, this discussion does not address the U.S. state, local, or non-U.S. income or other tax consequences of an investment in our Class B shares or ADSs, or any aspect of U.S. federal taxation other than income taxation.
Except as otherwise noted, this discussion assumes that we are not a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes. Our possible status as a PFIC must be determined annually and therefore may be subject to change. If we were to be a PFIC in any year, materially adverse consequences could result for U.S. holders. See “Passive Foreign Investment Company Considerations” below.
For the purposes of this discussion, you are a “U.S. holder” if you are a beneficial owner of Class B shares or ADSs and you are for U.S. federal income tax purposes:
an individual who is a citizen or resident of the United States;
a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our Class B shares or ADSs, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and upon the activities of the partnership. A prospective investor who is a partner of an entity or arrangement treated as a partnership for U.S. federal income tax purposes holding our Class B shares or ADSs should consult its own tax advisor.
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In general, for U.S. federal income tax purposes, U.S. holders that are beneficial owners of ADSs will be treated as the beneficial owners of the Class B shares represented by those ADSs. No gain or loss will be recognized on the exchange of ADSs for the U.S. holder’s proportionate interest in Class B shares. A U.S. holder’s tax basis in the Class B shares received will be the same as the U.S. holder’s tax basis in the ADSs surrendered, and the holding period of the Class B shares will include the holding period of the ADSs.
Taxation of Dividends.
Distributions of cash with respect to the Class B shares or ADSs (including any amounts withheld in respect of Argentine taxes) generally will, to the extent made from our current or accumulated earnings and profits as determined under U.S. federal income tax principles, constitute dividends for U.S. federal income tax purposes. To the extent that a distribution by us exceeds the amount of our earnings and profits, it will be treated as a non-taxable return of capital to the extent of the U.S. holder’s adjusted tax basis in the Class B shares or ADSs, and thereafter as capital gain.
However, we do not maintain calculations of our earnings and profits under U.S. federal income tax principles. U.S. holders should therefore assume that any distribution by us with respect to Class B shares or ADSs will be reported as ordinary dividend income for U.S. federal income tax purposes. In general, cash dividends (including amounts withheld in respect of Argentine taxes) paid with respect to:
the Class B shares generally will be includible in the gross income of a U.S. holder as ordinary income on the day on which the dividends are received by the U.S. holder; or
the Class B shares represented by ADSs generally will be includible in the gross income of a U.S. holder as ordinary income on the day on which the dividends are received by the depositary;
and, in either case, these dividends will not be eligible for the dividends received deduction allowed to corporations.
Dividends paid by us in respect of ADSs generally will be treated as “qualified dividend income,” which is taxable to a non-corporate U.S. holder at the reduced rate normally applicable to long-term capital gains, provided that (i) the ADSs are readily tradable on an established securities market in the United States (such as the NYSE, on which the ADSs are currently listed), (ii) we were not in the year prior to the year in which the dividend was paid, and are not in the year in which the dividend is paid, a PFIC, and (iii) certain other requirements are met. The ADSs (but not the Class B shares) should qualify as readily tradable on an established securities market in the United States so long as they are listed on the NYSE. See “Passive Foreign Investment Companies” below for a discussion of the PFIC rules. Dividends paid by us in respect of Class B shares will be subject to tax as ordinary dividend income.
In addition, the U.S. Treasury has indicated that it continues to consider whether detailed information reporting guidance is necessary pursuant to which holders of ADSs and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividend income. However, no such detailed procedures have yet been issued and therefore we are not certain that we will be able to comply with them. You should consult your own tax advisors regarding the availability of the reduced rate discussed above with respect to qualified dividend income in light of your own particular circumstances.
Dividends paid in Pesos will be includible in the gross income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day they are received by the U.S. holder, in the case of Class B shares, or the depositary, in the case of Class B shares represented by ADSs, regardless of whether the payment is in fact converted to U.S. dollars. If dividends paid in Pesos are converted into U.S. dollars on the day they are received by the U.S. holder or the depositary, as the case may be, U.S. holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is included in the gross income of a U.S. holder through the date such payment is converted into U.S. dollars (or otherwise disposed of) will be treated as U.S. source ordinary income or loss. However, U.S. holders should consult their own tax advisors regarding the treatment of any foreign currency gain or loss if any Pesos received by the U.S. holder or the depositary are not converted into U.S. dollars on the date of receipt.
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A U.S. holder may be entitled, subject to a number of complex limitations and conditions, to claim a U.S. foreign tax credit in respect of any Argentine income taxes withheld on dividends received on Class B shares or ADSs. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, the dividends should generally constitute “passive category income.” The rules governing foreign tax credits are complex and recently issued final U.S. Treasury Regulations (“Final FTC Regulations”) have imposed additional requirements that must be met for a foreign tax to be creditable, and we do not intend to determine whether such requirements will be met in case Argentine taxes are withheld. However, recent notices (the “Notices”) from the IRS indicate that the U.S. Treasury and the IRS are considering proposing amendments to the Final FTC Regulations and allow taxpayers, subject to certain conditions, to defer the application of many aspects of the Final FTC Regulations until the date when a notice or other guidance withdrawing or modifying this temporary relief is issued (or any later date specified in such notice or other guidance). U.S. holders who do not elect to claim a credit for any foreign taxes paid during the taxable year may instead claim a deduction of such Argentine income taxes, provided that the U.S. holder elects to deduct (rather than credit) all foreign income taxes paid or accrued for the taxable year. Dividends received with respect to the Class B shares or ADSs will be treated as foreign source income for U.S. foreign tax credit purposes. The IRS has expressed concern that intermediaries in connection with depositary arrangements may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. persons who are holders of depositary shares. Accordingly, investors should be aware that the discussion above regarding the availability of foreign tax credits for Argentine withholding tax on dividends paid with respect to Class B shares represented by ADSs could be affected by future action taken by the IRS. U.S. holders are urged to consult their independent tax advisors regarding the availability of foreign tax credits with respect to any Argentine income taxes withheld from a dividend on the Class B shares or ADSs.
Sale, Exchange or Other Taxable Disposition.
In general, gain or loss realized by a U.S. holder on the sale, exchange or other taxable disposition of Class B shares or ADSs will be subject to U.S. federal income taxation as capital gain or loss in an amount equal to the difference between the amount realized on the sale, exchange or other taxable disposition and such U.S. holder’s basis in the Class B shares or the ADSs, in each case as determined in U.S. dollars. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period in the Class B shares or ADSs exceeds one year. Non-corporate U.S. Holders are subject to tax on long-term capital gain at reduced rates. The deductibility of capital losses is subject to limitations. Any gain or loss realized by a U.S. holder will generally be treated as a U.S. source gain or loss for U.S. foreign tax credit purposes. U.S. holders should consult their own tax advisors about how to account for proceeds received on the sale, exchange or other taxable disposition of Class B Shares that are not paid in U.S. dollars.
If Argentine withholding tax is imposed on the sale, exchange or other taxable disposition of Class B shares or ADSs, the amount realized by a U.S. holder will include the gross amount of the proceeds of such sale, exchange or other taxable disposition before deduction of the Argentine withholding tax. Any gain from the sale, exchange or other taxable disposition of Class B shares or ADSs generally will be treated as U.S. source income. Subject to the Notices described above, under the Final FTC Regulations, Argentine taxes on disposition gains of U.S. Holders are likely not creditable for U.S. federal income tax purposes. If the Argentine tax is not a creditable tax, the tax may reduce the amount realized on the sale or other disposition of the shares even if the U.S. Holder has elected to claim a foreign tax credit for other taxes in the same year. U.S. holders are urged to consult their own tax advisors regarding the application of the U.S. foreign tax credit rules to their investment in, and disposition of, Class B shares or ADSs.
Passive Foreign Investment Companies.
A non-U.S. corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the average value of its assets is attributable to assets which produce passive income or are held for the production of passive income. Passive income for this purpose generally includes interest, dividends, royalties, rents and gains from commodities and securities transactions. Although interest income generally is treated as passive income for this purpose, a special rule allows banks to treat their banking business income as non-passive. To qualify for this rule, a bank must satisfy certain requirements regarding its licensing and activities. We believe that we currently meet, and expect that we will continue to meet, these requirements. Based on this, and the composition of our income, the value of our assets and the activities conducted by us, we do not believe that we were a PFIC for our most recent taxable year and do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, our possible status as a PFIC must be determined annually and therefore may be subject to change, for example, if we fail to qualify under this special rule for any year.
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If we were a PFIC for any taxable year during which a U.S. holder holds Class B shares or ADSs, gain recognized by a U.S. holder on a sale or other disposition of the Class B shares or ADSs would generally be allocated ratably over the U.S. holder’s holding period for the Class B shares or ADSs. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to U.S. federal income tax at the highest rate in effect in that year for individuals or corporations, as appropriate, and an interest charge would be imposed on the resulting U.S. federal income tax liability. The same treatment would generally apply to any distribution in respect of Class B shares or ADSs to the extent the distribution exceeds 125% of the average of the annual distributions received by the U.S. holder on the Class B shares or ADSs during the preceding three years or the U.S. holder’s holding period, whichever is shorter. In addition, if we were a PFIC for a taxable year in which we pay a dividend or in the prior taxable year, the reduced rate discussed above with respect to qualified dividend income paid to certain non-corporate U.S. holders would not apply. In some cases, a shareholder of a PFIC may be subject to alternative treatment by making a qualified electing fund (“QEF”) election to be taxed currently on its share of the PFIC’s undistributed income. To make a QEF election, we must provide U.S. Holders with certain information compiled according to U.S. federal income tax principles. We currently do not intend to provide such information for U.S. Holders, and therefore it is expected that this election will be unavailable. Certain other elections may be available that would result in alternative treatments (such as mark-to-market treatment) with respect to the Class B shares or ADSs.
Furthermore, if we are characterized as a PFIC, a U.S. holder generally will be required to annually file an IRS Form 8621 and the statute of limitations on assessment and collections will remain open with respect to any unreported PFIC interests. In addition, if we are a PFIC for any taxable year during which a U.S. holder holds Class B shares or ADSs and any of our non-U.S. subsidiaries is also a PFIC, such U.S. holder will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. Prospective purchasers should consult their tax advisors regarding the potential application of the PFIC rules, including elections that may be available to mitigate certain adverse implications of the PFIC regime if we were to become a PFIC.
Information Reporting and Backup Withholding.
Information reporting requirements will apply to dividends in respect of the Class B shares or ADSs and the proceeds from the sale, exchange or other taxable disposition of the Class B shares or ADSs paid within the United States (and, in some cases, outside of the United States) to U.S. holders, unless, in either case, the U.S. holder is an exempt recipient (such as a corporation). Backup withholding may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number or certification of exempt status or otherwise fails to comply with applicable certification requirements. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors about these rules and any other reporting obligations that may apply to the ownership or disposition of Class B shares or ADSs, including requirements related to the holding of certain “specified foreign financial assets.”
Certain Material Argentine tax considerations relating to our Class B shares and ADSs
The following discussion is a summary of the material Argentine tax considerations relating to the purchase, ownership and disposition of our Class B shares or ADSs. The following summary is based upon tax laws of Argentina as in effect on the date of this document and is subject to any change in Argentine law that may come into effect after such date any change could apply retroactively and could affect the continued validity of this summary.
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This summary includes the modifications under the mentioned regulations, nevertheless, please note it does not include all of the tax considerations that may be relevant to you or your situation, particularly if you are subject to special tax rules.
This summary is not intended to provide a comprehensive description of all the Argentine tax considerations that may be relevant to a holder of our Class B shares or ADSs. No assurance can be given that the courts or tax authorities responsible for the administration of the laws and regulations described in this report will agree with the interpretations outlined herein. In this regard, it is important to highlight that, despite the issuance of the aforementioned regulations, further rules and clarifications may be issued in the near future. At present, it remains uncertain how the recent modifications incorporated to the Argentine tax regime will be applied and/or construed by the tax authorities of Argentina. Holders are encouraged to consult their tax advisors regarding the tax treatment of our Class B shares or ADSs in light of their particular situation.
Income Tax
Taxation on Dividends
According to the amendments introduced to the Income Tax Law (“ITL”), taxation applicable on the distribution of dividends from Argentine companies would be as follows:
Dividends originated in profits obtained during tax periods beginning up to December 31, 2017, whether disbursed in cash, property or other equity securities: no Argentine income tax withholding would apply on dividend distributions except for the application of the “Equalization Tax”. The Equalization Tax is applicable when the dividends distributed are higher than the “net accumulated taxable income” of the immediate previous fiscal period from when the distribution is made. To determine the “net accumulated taxable income” from the income calculated by the ITL, the income tax paid in the same fiscal period should be subtracted and the local dividends received in the previous fiscal period should be added to such income. The Equalization Tax would be imposed as a 35% withholding tax on the shareholder receiving the dividend. Dividend distributions made in property (other than cash) would be subject to the same tax rules as cash dividends. Stock dividends on fully paid shares (“acciones liberadas”) are not subject to Equalization Tax.
Dividends on Argentine shares originated in profits obtained during fiscal years initiated on or after January 1, 2018, and paid to Argentine resident individuals and/or non-Argentine residents would be subject to a 7% income tax withholding on the amount of such dividends (“Dividend Tax”). However, if dividends are distributed to “Argentine Entities” (in general, entities organized or incorporated under Argentine law, local branches of non-Argentine resident entities, certain trust located in Argentina, among others) no Dividend Tax should apply. Equalization Tax is not applicable.
For Argentine resident individuals and undivided estates located in Argentina not registered before the Argentine tax authorities as taxpayers for income tax purposes, as well as for non-Argentine residents, the Dividend Tax withholding will be considered a final payment.
The ITL provides a first in-first out rule pursuant to which distributed dividends correspond to the former accumulated profits of the distributing company.
Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from profit distributions made on Class B shares and ADSs.
Capital gains tax
According to income tax regulations, the results derived from the sale, transfer, exchange or other disposition of shares, quotas and other equity interests, titles, bonds and other securities, are subject to Argentine income tax (unless an exemption applies), regardless of the type of beneficiary who realizes the gain.
Capital gains obtained by Argentine Entities derived from the sale, exchange or other disposition of shares in Argentine entities are subject to income tax on the net income at a progressive tax rate system (set from 25% to 35% depending on the net accumulated taxable income). The applicable scales for fiscal periods commencing on or after January 1, 2026, are as follows: (i) net taxable income accumulated up to Ps.133,514,185.74 will be subject to a rate of 25%; (ii) net taxable income accumulated over Ps.133,514,185.74 up to Ps.1.335,141,857.38 will incur a payment of Ps.33,378,546.43 plus 30% on the excess over Ps.133,514,185.74; and (iii) net taxable income accumulated over Ps.1.335,141,857.38 will be subject to a payment of Ps.393,866,847.93 plus 35% on the excess over Ps.1.335,141,857.38 The amounts stated above are annually updated based on an inflation index.
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Losses arising from the sale of shares can only be offset against income derived from the same type and source of operations, for a five-year carryover period.
Income obtained by Argentine resident individuals and undivided estates located in Argentina from the sale of shares and other securities are exempt from capital gains tax in the following cases: (i) shares placed through a CNV- authorized public offering; and/or (ii) shares traded on CNV- authorized stock markets with segments ensuring priority of price-time and interference of offers; and/or (iii) the sale, exchange or other disposition of shares through CNV-authorized tender offer regimes and/or share exchanges.
In addition, since tax period 2020, in the case of securities under the provisions of Section 98 of the ITL, not included in the first paragraph of Section 26 subsection u) of the ITL, Argentine resident individuals and undivided estates located in Argentina are exempt from capital gains tax derived from their sale, exchange, or disposal to the extent said securities are listed on stock exchanges or securities markets authorized by the CNV, without being applicable the provisions of Section 109 of the ITL. In this sense, Section 109 of the ITL provides that the total or partial exemptions established or that will be established in the future by special laws regarding securities, issued by the national, provincial, or municipal States or the City of Buenos Aires, will not have effects on income tax for Argentine resident individuals and undivided estates located in Argentina. ADSs would not qualify for the exemption applicable to Argentine resident individuals since the referred conditions would not apply.
If the exemptions do not apply, the income obtained by Argentine resident individuals and undivided estates located in Argentina from the sale, exchange or other disposition of ADSs (and shares, if applicable) is subject to income capital gains tax at a 15% rate on net income calculated in Argentine currency. The acquisition cost may be updated pursuant to the IPC inflationary index rate to the extent the equity participation was acquired as of January 1, 2018. Losses arising from the sale of non-exempt Argentine shares can only be offset by Argentine resident individuals and undivided estates located in Argentina against income derived from operations of the same source and type (understanding by “type” the different concepts of income included under each article of Chapter II, Title IV of the Income Tax Law), for a five-year carryover period.
If Argentine resident individuals and undivided estates located in Argentina perform a conversion procedure of securities representing shares, that do not meet the exemption requirements stated in the conditions mentioned in points (i), (ii) and (iii) of the paragraph above, with the intention to hold instead the underlying shares that do comply with said requirements, such conversion would be considered a taxable transfer of the securities representing shares for which the fair market value by the time the conversion takes place should be considered. The same tax treatment will apply if the conversion process involves shares that do not meet the exemption requirements stated above that are converted into securities representing shares to which the exemption is applicable.
Once the underlying shares or securities representing shares are converted, the results obtained from the sale, exchange, swap or any other disposition thereof would be exempt from income tax provided that the conditions mentioned in points (i), (ii) and (iii) of the paragraph above are satisfied.
In light of amendments introduced by Law No. 27,541, it could also be construed that a capital gains exemption could also apply for Argentine resident individuals and undivided estates located in Argentina if the securities involved in the conversion process are listed on stock exchanges or securities markets authorized by the CNV (although the matter is not free from doubt and further clarifications should be issued).
As from 2018, non-Argentine resident individuals or legal entities (“Foreign Beneficiaries”) are exempt from income tax derived from the sale of Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV; and/or (ii) when the shares are traded on CNV- authorized stock markets, under segments that ensure priority of price- time and interference of offers; and/or (iii) when the sale, exchange or other disposition of shares is made through a tender offer regime and/or exchange of shares authorized by the CNV. The applicable exemption on the sale of Argentine shares will proceed as long as the Foreign Beneficiary does not reside or the funds originate from “non-cooperative jurisdictions” (as defined below) and, in accordance with Section 90 of the Regulatory Decree of the Income Tax Law (“RD ITL”).
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Income derived from the sale of ADSs is deemed as Argentine source income.
Capital gains obtained from the sale, exchange or other disposition of ADSs by Foreign Beneficiaries that reside in jurisdictions that are not considered “non- cooperative jurisdictions” and, in accordance with Section 90 of the RD ITL, whose funds do not originate from jurisdictions considered “non- cooperative jurisdictions,” are exempt from income tax on capital gains derived from the sale of ADSs to the extent the underlying shares are authorized for public offering by the CNV.
In case Foreign Beneficiaries conduct a conversion process of shares that do not meet the exemption requirements, into securities representing shares that are exempt from income tax pursuant to the conditions stated above, such conversion would be considered a taxable transfer for which the fair market value by the time the conversion takes place should be considered.
In case the exemption is not applicable, and the Foreign Beneficiaries are neither resident of nor have invested funds originated from non-cooperative jurisdictions, the gain derived from the disposition of ADSs would be subject to Argentine income tax at a 15% rate on the net capital gain or at a 13.5% effective rate on the gross price.
For Foreign Beneficiaries resident in or whose funds come from jurisdictions considered as non-cooperative for purposes of fiscal transparency, the tax rate applicable to the sales of shares and/or ADSs is assessed at 35% rate applicable on a presumed net gain basis set at 90%. General Resolution (AFIP) No 4,227/2018 also provides different payment mechanisms depending on the specific circumstances of the sale transaction. In line with Section 252 of the RD ITL, in the cases included in the last paragraph of Section 98 of the ITL (i.e., when the acquirer and the seller of the security involved are non- Argentine residents), the tax shall be paid by the foreign seller directly through the mechanism established for such purpose by the tax authorities, or (i) through an Argentine individual resident with sufficient mandate or (ii) by the foreign seller’s legal representative domiciled in Argentina.
Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from holding and disposing of Class B shares and ADSs and whether any different treatment under a treaty to avoid double taxation could apply.
Tax treaties
Argentina has signed tax treaties for the avoidance of double taxation with Australia, Belgium, Bolivia, Brazil, Canada, Chile, China, Denmark, Finland, France, Germany, Italy, Mexico, the Netherlands, Norway, Qatar, Russia, Spain, Sweden, Switzerland, the UK, and Uruguay.
The treaties signed with Luxembourg, Japan and Austria are still undergoing the respective ratification procedures. There is currently no tax treaty for the avoidance of double taxation in effect between Argentina and the United States. An international administrative agreement for the exchange of information between the Argentine tax administration (“ARCA”) and the United States tax administration (Internal Revenue Service, “IRS”) is currently in force.
The “Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting” (“MLI”), under the Organization for Economic Cooperation and Development (“OECD”) framework has been approved by Law No. 27,788 and ratified by Argentina on September 29, 2025. The MLI will apply to certain taxable events occurring on or after January 1, 2026. This circumstance could alter enforcement of tax treaties to avoid double taxation concluded by Argentina with other nations that have also signed the MLI.
Holders are encouraged to consult a tax advisor as to the potential application of the provisions of a treaty in their specific circumstances.
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Personal assets tax
Argentine entities must pay the personal assets tax corresponding to Argentine and foreign resident individuals and foreign resident entities for the holding of company shares by December 31 of each year. For tax period 2019, inclusive, and onwards the applicable tax rate is 0.50% and is levied on the proportional net worth value (“valor patrimonial proporcional”) by December 31st of each year, of the shares arising from the last balance sheet. Pursuant to the Personal Assets Tax Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine resident individuals and/or foreign resident shareholders. The Argentine company may seek this reimbursement of Personal Assets Tax by setting off the applicable tax against any amount due to its shareholders or in any other way or, under certain circumstances, waive its right under Argentine law to seek reimbursement from the shareholders.
Holders are encouraged to consult a tax advisor as to the particular Argentine personal assets tax consequences derived from the holding of Class B shares and ADSs.
Value added tax
The sale, exchange or other disposition of our Class B shares or ADSs and the distribution of dividends are exempted from the value added tax.
Tax on debits and credits on Argentine bank accounts
All credits and debits originated in bank accounts held at Argentine financial institutions, as well as certain cash payments, are subject to this tax, which is assessed at a general rate of 0.6%. There are also increased rates of 1.2% and reduced rates of 0.075%. The applicable rate of tax on debits and credits on Argentine bank is doubled for certain cash withdrawals made by certain Argentine legal entities.
Owners of bank accounts subject to the general 0.6% rate, as well as those subject to the 1.2% rate, may consider 33% of all tax paid as a credit against specific taxes. Such amounts can be utilized as a credit for income tax or for the special contributions on cooperatives capital. The remaining amount is deductible for income tax purposes. If lower rates were applied, the available credit would be reduced to 20%. Additionally, 100% of the tax paid may be considered as credit against income tax by entities that are characterized as “micro” and “small” and 60% of the tax paid may be considered as credit against income taxby those entities related to the manufacturing industry that are characterized as “medium- stage 1-” by means of section 1 of Law No. 25,300 and its complementary ones.
Tax on debits and credits in bank accounts has certain exemptions. Debits and credits in special checking accounts (created under Communication “A” 3250 of the Argentine Central Bank) are exempted from this tax if the accounts are held by foreign legal entities and if they are exclusively used for financial investments in Argentina. For certain exemptions and/or tax rate reductions to apply, bank accounts must be registered with the Tax Authority (ARCA) in accordance with General Resolution (AFIP) No.3900/2016.
Whenever financial institutions governed by Law No. 21,526 make payments acting in their own name and behalf, the application of this tax is restricted to certain specific transactions. Such specific transactions include, among others, dividends or profits distributions.
Tax on debits and credits in bank accounts exemptions foreseen in Decree No. 380/2001 and other regulations of the same nature shall not be applicable in those cases where cash payments are related to the purchase, sale, exchange, intermediation and/or any other type of operation on crypto assets, cryptocurrencies, digital currencies or similar instruments, in the terms defined by the applicable rules.
By means of Law 27,702 (B.O. 11/30/2022), the validity of the Income Tax, Personal Assets Tax and Tax on debits and credits in bank accounts were extended until December 31, 2027.
Gross turnover tax
This tax is a local tax, which is also levied in the City of Buenos Aires, applicable to gross revenues resulting from the regular and onerous exercise of commerce, industry, profession, business, services or any other onerous activity conducted on a regular basis within the respective Argentine jurisdiction. Each of the provinces and the City of Buenos Aires apply different tax rates depending on the type of activity.
In addition, gross turnover tax could be applicable on the transfer of Class B shares or ADSs and on the perception of dividends to the extent, such activity is conducted on a regular basis within an Argentine province or within the City of Buenos Aires. Under the Tax Code of the City of Buenos Aires, any transaction with shares as well as the perception of dividends are exempt from gross turnover tax.
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Holders of Class B shares and ADSs are encouraged to consult a tax advisor as to the particular gross turnover tax consequences of holding and disposing of Class B shares and ADSs in the involved jurisdictions.
Regimes for the Collection of Provincial Tax Revenues on the Amounts Credited to Bank Accounts
Different tax authorities (i.e., City of Buenos Aires, Corrientes, Córdoba, Tucumán, Province of Buenos Aires and Salta, among others) have established collection regimes for gross turnover tax purposes applicable to those credits verified in accounts opened at financial entities, of any type and/or nature and including all branch offices, irrespective of territorial location. These regimes apply to those taxpayers included in the lists provided monthly by the tax authorities of each jurisdiction. The applicable rates may vary depending on the jurisdiction involved. Collections made under these regimes shall be considered as a payment on account of the gross turnover tax. Note that certain jurisdictions have excluded the application of these regimes on certain financial transactions.
Holders of Class B shares and ADSs shall corroborate the existence of any exclusions to these regimes in accordance with the jurisdiction involved.
Stamp tax
Stamp tax is a local tax, which is also levied in the City of Buenos Aires, applicable to the execution of onerous transactions within an Argentine provincial jurisdiction or the City of Buenos Aires or outside an Argentine provincial jurisdiction or the City of Buenos Aires but with effects in such jurisdiction.
In the City of Buenos Aires, acts or instruments related to the negotiation of shares and other securities duly authorized for their public offering by the CNV are exempt from stamp tax to the extent their placement is made within a 180-day term counting from when such authorization is granted.
Holders of Class B shares and ADSs are encouraged to consult a tax advisor as to the particular stamp tax consequences arising in the involved jurisdictions.
Prospective investors should consider the tax consequences in force in the above mentioned jurisdictions at the time the concerned document is executed and/or becomes effective.
Other taxes
There are no federal inheritance or succession taxes applicable to the ownership, transfer or disposition of our Class B shares or ADSs. At the provincial level, the province of Buenos Aires imposes a tax on free transmission of assets, including inheritance, legacies, donations, etc. For tax period 2026, any gratuitous transfer of property lower than or equal to Ps.5,606,568 is exempt. This amount is increased to Ps.23,343,337 in the case of transfers among parents, sons, daughters and spouses. The amount to be taxed, which includes a fixed component and a variable component that is based on differential rates (which range from 1.6026% to 9.5131%), varies according to the property value to be transferred and the degree of kinship of the parties involved. Free transmission of Class B shares or ADSs could be subject to this tax. Holders of Class B shares and ADSs are encouraged to consult a tax advisor as to the tax consequences arising in the involved jurisdictions.
Court tax
In the event that it becomes necessary to institute enforcement proceedings in relation to our Class B shares and ADSs in the federal courts of Argentina or the courts sitting in the City of Buenos Aires, a court tax (in general at a rate of 3.0%) will be imposed on the amount of any claim brought before such courts. Certain court and other taxes could be imposed on the amount of any claim brought before the Province courts.
Incoming Funds Arising from Non-Cooperative or Low or Nil Tax Jurisdictions
According to Section 82 of the Law No. 27,430, for fiscal purposes, any reference to “low tax or no tax countries” or “non-cooperative countries” should be understood to be “non-cooperative jurisdictions or low or nil tax jurisdictions,” as defined in Section 19 and Section 20 of the ITL, respectively.
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As defined under Section 19 of the ITL, “non-cooperative jurisdictions” are those countries or jurisdictions that do not have an agreement in force with the Argentine government for the exchange of information on tax matters or a treaty to avoid international double taxation with a broad clause for the exchange of information. Likewise, those countries that, having an agreement of this type in force, do not effectively comply with the exchange of information will also be considered as non-cooperative jurisdictions. The aforementioned treaties and agreements must comply with international standards of transparency and exchange of information on fiscal matters to which the Argentine Republic has committed. The Executive Branch published a list of the non-cooperative jurisdictions based on the criteria above. In this sense, Section 24 of the RD ITL lists the jurisdictions that should be considered as “non-cooperative” under the disposition of Section 19 of the ITL.
In turn, “low or nil tax jurisdictions” are defined as those countries, domains, jurisdictions, territories, associated states or special tax regimes in which the maximum corporate income tax rate is lower than 60% of the minimum corporate income tax rate established in the first paragraph of Section 73 of the ITL. In light of Section 25 of the RD ITL, for purposes of determining the taxation level referred to in Article 20 of the ITL, the aggregate corporate tax rate in each jurisdiction, regardless of the governmental level in which the taxes were levied must be considered. In turn, “special tax regime” is understood as any regulation or specific scheme that departs from the general corporate tax regime applicable in said country and results in an effective rate below that stated under the general regime.
According to the legal presumption under Section 18.2 of Law No. 11,683, as amended, incoming funds from non-cooperative or low or nil jurisdictions could be deemed unjustified net worth increases for the Argentine party, no matter the nature of the operation involved. Unjustified net worth increases are subject to the following taxes:
income tax would be assessed at 110% of the amount of funds transferred.
VAT and Excise Tax (if any) would be assessed at 110% of the amount of funds transferred.
Although the concept of “incoming funds” is not clear, it should be construed as any transfer of funds:
from an account in a non-cooperative/low or nil tax jurisdiction or from a bank account opened outside of a non-cooperative or low or nil tax jurisdiction but owned by an entity located in a non-cooperative or low or nil tax jurisdiction;
to a bank account located in Argentina or to a bank account opened outside of Argentina but owned by an Argentine party.
The Argentine party may rebut such legal presumption by duly evidencing before the Argentine tax authority that the funds arise from activities effectively performed by the Argentine party or by a third party in such jurisdiction, or that such funds have been previously declared.
F. Dividends and Paying Agents
G. Statement by Experts
H. Documents on Display
We are required to file annual reports, including exhibits, and other information with the SEC and to furnish interim information on Form 6-K. You may read and copy any documents filed by the Company at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a website at http://www.sec.gov which contains reports and other information regarding registrants that file electronically with the SEC.
We are subject to the reporting requirements of the Exchange Act of 1934, as applied to foreign private issuers. Because we are a foreign private issuer, the SEC’s rules do not require us to deliver proxy statements or to file quarterly reports. In addition, our “insiders” are not subject to the SEC’s rules that prohibit short-swing trading.
We prepare quarterly and annual reports containing consolidated financial statements in accordance with Central Bank Rules which are translated into English and filed with the SEC. Our annual consolidated financial statements are certified by an independent accounting firm.
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We have appointed The Bank of New York Mellon to act as depositary for our ADSs. During the time the deposit agreement remains in force, we will furnish the depositary with:
our annual reports; and
summaries of all notices of general meetings of shareholders and other reports and communications that are made generally available to our shareholders.
The depositary will, as provided in the deposit agreement, if we so request, arrange for the mailing of summaries in English of the reports and communications to all record holders of our ADSs. Any record holder of ADSs may read the reports, notices, or summaries thereof, and communications at the depositary’s office located at 240 Greenwich Street 7E, New York, New York 10286.
I. Subsidiary Information
J. Annual Report to Security Holders
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Market Risk
As of August 1, 2016, we define market risk as the possibility of incurring losses in on- and off-balance sheet recorded positions as a result of adverse changes in market prices. The market risk minimum capital requirement is the arithmetic sum of the minimum capital requirement for interest rate, stock price, exchange rate and options risks.
The risks subject to the requirement for market risk are the risks of positions in instruments—securities and derivatives—imputed to the trading portfolio and the risks of positions in foreign currencies, regardless of the portfolio—investment or trading—to which they are charged.
To meet this capital requirement, entities must apply a “Standard Measurement Method” based on an aggregate of components that separately capture the specific and general market risks for securities positions. The capital requirement for general market risk is obtained through the residual term method, which consists of the arithmetic sum of the absolute value of the net weighted position in the trading book, the vertical rejection (percentage of positions offset within each time band), horizontal rejection (percentage of positions offset through different time bands) and the net change in option positions.
The requirements are calculated separately for positions in Pesos and in foreign currency, depending on the applicable area, term and coupon value. The capital requirement for stock price risk is equivalent to the arithmetic sum of the requirement for specific stock price risk (equivalent to 8% of the gross position in shares) and the requirement for general market risk (equivalent to 8% of the net position in shares—total long position minus total short positions in each stock). The capital requirement for exchange rate risk is equivalent to 8% of the total net position.
For measuring options risk, entities that only buy options (and their value is less than 5% of the computable Regulatory Equity of the previous month) or whose positions are covered by positions purchased under the same conditions, may use the option so-called “Simplified method.” This requirement incorporates both the general market risk and the specific risk. In the remaining cases, entities must use the delta-plus method, which uses Greek letters (delta, gamma and beta) to determine the delta equivalent of each position
The chart below, shows the maximum, minimum, average and closing values for the years 2025 and 2024 of the market risk requirements of foreign currency status and status in securities charged to the Trading portfolio:
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Minimum
Maximum
December 31,
The increase in market risk year over year (Ps. 7,631.3 million or 34%) was primarily due to an increase in market risk for the foreign exchange position by Ps. 5,654.1 million or 125% and an increase in market risk for the securities position by Ps. 1,976.0 million or 11%.
With respect to market risk related to the foreign currency position, in 2025 a complete shift in the position was implemented, moving from a long position to a short position in response to new market conditions, taking advantage of interest rate differentials associated with maintaining a short position. The reasons for the VaR increase were the increase in the foreign currency position in dollars and the increase in the foreign exchange rate by 41% to Ps. 1,459.4 in 2025 from Ps. 1,032.5 in 2024.
Regarding market risk for the securities position, the year-over-year increase in VaR relates to the corporate bonds portfolio, which experienced significant growth compared to the prior year-end. With respect to the government securities portfolio, although an increase in VaR was observed due to higher prices compared to the prior year-end, this was offset by a reduction in positions.
Sensitivity to interest rate
Sensitivity to interest rate arises in our normal course of business as the re-pricing characteristics of its interest-earning assets do not necessarily match those of its interest-bearing deposits and other borrowings. The re-pricing structure of assets and liabilities is matched when an equal amount of assets and liabilities re-price for any given period. Any excess of assets or liabilities over these matched items results in a gap or mismatch.
Our interest rate sensitivity analysis measures the risk arising from the different sensitivity of assets and liabilities when interest rate changes occur (“duration” approach). It covers all the assets and liabilities excluding tradable portfolios.
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The following table shows changes in economic value of equity (EVE) for last two years (in millions of Pesos):
December 31
For the year 2025, in average as well as in the minimum, maximum and closing values, the Delta EVE measure increased when compared to the previous year. This variation observed in 2025 is primarily justified by the increase in balances at nominal values, due to the impact of inflation and depreciation during the year.
Furthermore, changes in interest rate curves during 2025 caused an increase in the economic value of equity and consequently in the mentioned measure.
The Central Bank removed all rules and regulations regarding minimum capital requirements for interest rate risk. Notwithstanding this, financial entities must continue to calculate the interest rate risk and remain subject to the Superintendency’s supervision.
For additional information regarding market and interest rate risk management see note 52 “Capital Management, Corporate Governance Transparency and Risk Management” to our audited consolidated financial statements as of December 31, 2025 and 2024.
1 – 2. See Exhibit 2.1.
3. 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 also collects fees for making distributions to investors, by deducting those fees from amounts being distributed or by selling a portion of the distributable property to pay the fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
For:
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
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Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders
Any cash distribution to ADS registered holders
Registration of transfer of shares on our stock registry to or from the name of the depositary or its nominee or the custodian, or its nominee when making deposits or withdrawals
Cable, telex and facsimile transmissions
Conversion of foreign currencies into U.S. dollars
As necessary
4. Fees and Direct and Indirect Payments Made by the Depositary to us
Future Fees and Payments
The depositary has agreed to reimburse us for expenses incurred by us in connection with the administration and maintenance of the ADSs program, including, but not limited to, investor relation expenses, annual NYSE listing fees or other program related expenses. The depositary has also agreed to pay its standard out-of-pocket administrative, maintenance and shareholder services expenses for providing services to the registered American depositary receipts holders, which consist, without limitation, of 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. There are limits and conditions on the amount of expenses for which the depositary will reimburse us. In 2025, we have received the agreed reimbursement from the Depositary.
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PART II
We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of December 31, 2025. There are, as described below, inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based upon and as of the date of our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Securities Exchange Act is recorded, processed, summarized and reported as and when required.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Bank’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.
Our internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our 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.
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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on its assessment and those criteria, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited), an independent registered public accounting firm, as stated in their report which appears herein.
Our independent registered public accounting firm, Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited), has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025. The report follows below:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of BANCO MACRO S.A.
Opinion on Internal Control over Financial Reporting
We have audited BANCO MACRO S.A. and its subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, BANCO MACRO S.A. and its subsidiaries (the Bank) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Bank as of December 31, 2025 and 2024, the related consolidated statements of income, other comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated April 20, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Bank’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Bank’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bank 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.
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/s/ Pistrelli, Henry Martin y Asociados S.A.
PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A. Member of Ernst & Young Global Limited
City of Buenos Aires, Argentina
April 20, 2026
There has been no change in our internal control over financial reporting during 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
As of the date of this annual report, Fabián Alejandro de Paul, an independent member of the audit committee, met the standards set forth in Item 16A of Form 20-F for “audit committee financial experts.”
We have established a Code of Ethics for directors and senior management, including specifically our chief executive officer, chief financial officer, as well as persons performing similar functions, expecting that these individuals act according to the highest standards of personal and professional integrity in all aspects of their activities; comply with applicable law; discourage reproachable behaviors; and comply with our Code of Conduct and other policies and procedures governing employee conduct. This Code of Ethics is supplemental to our Code of Conduct.
Fees Paid to Our Principal Accountant
Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited) has served as our principal external auditor. Fees payable to Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited) in 2025 and 2024 are detailed below.
Audit Fees
Audit Related Fees
Tax Fees
All Other Fees
Note:
Figures adjusted for inflation as of December 31, 2025.
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Audit fees were paid for professional services rendered by the auditors for the audit and limited review of our consolidated financial statements and services.
Audit-Related Fees
Audit-related fees are typically services that are reasonably related to the performance of the audit or review of the consolidated financial statements and are not reported under the audit fees item above. This item includes fees for attestation services on our financial information.
Tax fees consist of tax advisory services.
Fees disclosed in the table above under “All Other Fees” consisted of other fees paid for professional services.
Audit Committee’s Pre-approval Policies and Procedures
Our audit committee is responsible for, among other things, the oversight of our independent auditors. During the year, the audit committee reviews together with management and the independent auditor, the audit plan, audit related services and other non-audit services. The audit committee has approved policies and procedures for pre-approving all non-audit work that would be performed by our external auditor. All of the services provided by Pistrelli, Henry Martin y Asociados S.A. were approved by the audit committee pursuant to these approval policies. None of the hours expended on the principal accountant’s engagement to audit our financial statements for 2025 were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
On October 8, 2025 , the Board of Directors decided to establish the following terms and conditions for the acquisition of its own shares under the provisions of Section 64 of the Capital Markets Law and the CNV Rules:
(a) maximum amount of the investment: up to Ps.225,000,000,000;
(b) maximum number of shares to be acquired up to 30,000,000, Class B common book-entry shares of par value Ps.1 per share and entitled to one vote each, which amount is within our 10% capital stock limit established in accordance with the applicable provisions currently in force.
(c) maximum payable price: up to Ps. 7,500.00 per share.
(d) term for the acquisition: 60 calendar days, from the date following the publication date of the relevant information in the Bulletin of the Buenos Aires Stock Exchange, subject to any further renewal or extension, which shall be duly informed to the public in such bulletin, subject to any renewal or extension of the term, which will be informed to the public by the same means.
In accordance with the above, as of the date of this annual report, we acquired 23,107 Class B common shares with a face value of Ps.1 and entitled to one vote each for a total amount of Ps.171,727,150, with an average price of Ps.7,431.82 per share, and an aggregate amount of Ps.156,747,150.
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Period
NYSE Corporate Governance Rules
Companies listed on the NYSE must comply with certain standards regarding corporate governance as codified in Section 303A of NYSE’s Listed Company Manual, as amended. Nevertheless, we, while a listed company, qualify also as a foreign private issuer and, as such, are permitted to follow our home country corporate governance practices, governed by the Argentine General Companies Law, the Capital Markets Law and the standards of the CNV and the Central Bank, in lieu of the provisions of Section 303A, except that we are required to comply with the requirements of Sections 303A.06, 303A.11 and 303A.12 (b) and (c). Accordingly: we must comply with four principal NYSE corporate governance rules: (i) we must satisfy the audit committee requirements of Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) (Section 303A.06); (ii) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards (Section 303A.11); (iii) our Chief Executive Officer must promptly notify the NYSE in writing after any of our executive officers become aware of any non-compliance with the applicable NYSE corporate governance rules (Section 303A.12(b)); and (iv) we must submit an executed written affirmation (in relation to the members of our audit committee) annually or interim written affirmations, if required by the NYSE (Section 303A.12(c)).
Comparison of Argentine Corporate Governance Practices and NYSE Rules
The table below discloses any significant differences between the NYSE rules and our corporate governance practices pursuant to Argentine corporate governance rules.
This section establishes general standards to determine directors’ independence.
(a)
(i) No director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). The Board of Directors is required to identify its independent directors.
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(ii) In addition, in affirmatively determining the independence of any director who will serve on the compensation committee of the listed company’s Board of Directors, the Board of Directors must consider all factors specifically relevant to determining whether a director has a relationship to the listed company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:
(A) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the listed company to such director; and
(B) whether such director is affiliated with the listed company, a subsidiary of the listed company or an affiliate of a subsidiary of the listed company.
(b) In addition, a director is not independent if:
A. the director is or has been within the last three years, an employee, or an immediate family member is, or has been within the last three years, an executive officer, of the listed company, its parent or a consolidated subsidiary. Employment as interim chairman or CEO or other executive officer shall not disqualify a director from being considered independent;
B. the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than U.S.$120,000 in direct compensation from the listed company, its parent or a consolidated subsidiary, other than director and committee fees and pension or other forms of deferred compensation for prior services (provided such compensation is not contingent in any way on continued service);
For the purposes of this definition, it shall be understood that a director does not meet the condition of independent, when one or more of the following circumstances apply to them:
(a) is a member of the Board of Directors the parent company or another company belonging to the same economic group of the issuer through a pre-existing relationship at the time of his or her election, or if said relationship had ceased to exist during immediately the previous three years;
(b) is or has been associated with the company or any of its shareholders having a direct or indirect “significant participation” on the same, or with corporations with which also the shareholders also have a direct or indirect “signification participation”; or if he or she was associated with them through an employment relationship during the last three years;
(c) has any professional relationship or is a member of a corporation that maintains frequent professional relationships of significant nature and volume, or receives remuneration or fees (other than the one received in consideration of his performance as a director) from the issuer or its shareholders having a direct or indirect “significant participation” on the same, or with corporations in which the shareholders also have a direct or indirect “significant participation.” This prohibition includes professional relationships and affiliations during the last three years prior to his or her appointment as director;
(d) directly or indirectly owns 5% or more of shares with voting rights and/or a capital stock of the issuer or any company with a “significant participation” in it;
(e) directly or indirectly sells and/or provides goods and/or services (different from those accounted for in section c)) on a regular basis and of a significant nature and volume to the company or to its shareholders with direct or indirect “significant participation,” for higher amounts than his or her remuneration as a member of the Board of Directors. This prohibition includes business relationships that have been carried out during the last three years prior to his or her appointment as director;
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C (i) the director is a current partner or employee of a firm that is the listed company’s internal or external auditor; (ii) the director has an immediate family member who is a current partner of such firm; (iii) the director has an immediate family member who is a current employee of such firm and personally works on the company’s audit; or (iv) the director or an immediate family member was within the last three years a partner or employee of such firm and personally worked on the company’s audit within that time;
D. the director, or an immediate family member is, or has been with the last three years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee;
E. the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from the listed company its parent or a consolidated subsidiary for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of U.S.$1 million, or 2% of such other company’s consolidated gross revenues.
A non-independent director will only be deemed independent upon the elapse of a three-year look-back period.
“Immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who share such person’s home.
(f) has been a director, manager, administrator or principal executive of not-for-profit organizations that have received funds, for amounts greater than those described in section I) of article 12 of Resolution No. 30/2011 of the UIF and its amendments, from the issuer, its parent company and other companies of the same group of which it is a part, as well as of the principal executives of any of them;
(g) receives any payment, including the participation in plans or stock option schemes, from the company or companies of the same economic group, other than the compensation paid to him or her as a director, except dividends paid as a shareholder of the company in the terms of section d) and the corresponding to the consideration set forth in section e);
(h) has served as member of the board of director of the issuer, its parent company or another company belonging to the same economic group for more than ten years. If said relationship had ceased to exist during the previous three years, the independent condition will be recovered;
(i) is the spouse or legally recognized partner, relative up to the third level of consanguinity or up to the second level of affinity of persons who, if they were members of the Board of Directors, would not be independent, according to the above listed criteria;
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In accordance with the provisions of the Central Bank in Communication “A” 5201 and amendments —“Guidelines for Corporate Governance in Financial Entities,” a director does not meet the status of independent if any of the following situations are met:
(a) a control relationship according to the guidelines established in point 2.2.1. of the rules on “Large exposures to credit risk.”
(b) performs executive functions or has performed the aforementioned during the last three years as from the day following the last one in which it has effectively exercised such position. In the case of public financial entities, this term will be one year.
(c) is a spouse or relative up to the second degree of consanguinity or first of affinity of those who are in the condition of the preceding points.
In this regard, the following individuals and entities shall be considered “related” to us:
i) any entity or person other than from the non-financial public sector of the country, having direct or indirect control over us.
ii) any entity or person, other than from the non- financial public sector of the country, directly or indirectly controlled by an entity or person having direct or indirect control over us.
iii) any entity or person directly or indirectly controlled by us, pursuant to the provisions of section 28, subsection a) of the Law on Banks and the regulations on “Services supplementary to the financial activity and permitted activities” and “Credit Grading.”
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iv) any Bank or entity engaged in the provision of supplementary services to the financial activity other than those contemplated in the preceding items, subject to consolidated supervision with us.
v) any entity other than those contemplated in the preceding items, having directors in common with the institution or entity, other than from the non-financial public sector of the country, having direct or indirect control over of with the Bank, to the extent such directors represent a simple majority of the members of the boards of each such entities or us.
To this end, it shall be considered “related” to the director who holds such office in another legal entity or his spouse or partner (by registered cohabiting union) or a relative up to the second degree of consanguinity or first degree of affinity or have exercised it. during the period referred to in item i) of section 1.2.2.2 of the aforementioned rule.
vi) The parent company and the other branches thereof, in the case of local branches of financial entities abroad.
vii) Exceptionally, any person who has a relationship with the financial institution or its direct or indirect controller, which may result in financial loss to the financial institution, as of the effective date of the resolution in which it determine the Board of the Central Bank, at the proposal of the Superintendent of Financial and Exchange Institutions.
Likewise, control by one person or entity over another is defined as:
i) holding or controlling, directly or indirectly, 25% or more of the total voting stock in the other entity.
ii) having held, directly or indirectly, 50% or more of the total voting stock in the other entity, at the last election of directors or managers.
iii) holding a direct or indirect interest in the other entity, even if its voting rights do not amount to 25%, sufficient to adopt resolutions in shareholders’ meetings or meetings of the board or a similar corporate body.
iv) having direct or indirect controlling influence over the management and/or policies of the other entity, as of the effective date of the relevant resolution of the Board of Directors of the Central Bank of the Republic of Argentina, based on the recommendation of the Head of the Supervisory Board of Financial and Exchange Institutions (Superintendencia de Entidades Financieras y Cambiarias)
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Neither Argentine law nor our by-laws require a nominating/corporate governance committee, however, our by-laws provide for the possibility to create a nominating/corporate governance committee. As a result of a general recommendation issued by the Central Bank to all financial institutions, we have created a Corporate Governance and Appointments Committee.
The Committee will be formed so that the independent Directors constitute the majority. It has been defined that this Committee is chaired by an independent director.
This Committee has an approved charter establishing its functions and responsibilities.
Directors are nominated and appointed by the shareholders, with no involvement of the Corporate Governance and Appointments Committee.
Neither Argentine law nor our by-laws require the establishment of a compensation committee. The compensation of our directors is determined at the annual ordinary shareholders’ meeting. Additionally, the audit committee must issue an opinion regarding the reasonableness of such compensation.
However, as a result of a general recommendation issued by the Central Bank to all financial institutions, we have created a Personnel Incentives Committee. The Committee will be formed so that the independent Directors constitute the majority. This Committee has an approved charter establishing its functions and responsibilities, and shall meet at least bi-annually.
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This Committee is chaired by an independent director. The Committee’s main function is to control that the fixed and variable staff incentives – excluding directors- are consistent with our business culture, long term business plan, goals and business strategy as well as with the applicable regulations governing us.
The Bank has a Compensation Policy that covers both fixed remuneration and variable remuneration, the latter in the framework of an evaluations process of targets and skills.
Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.
(a) The audit committee must have a minimum of three members. All of its members shall be financially literate or must acquire such financial knowledge within a reasonable period of time after the appointment and at least one of its members shall have experience in accounting or financial management. In addition to meeting any requirement of Rule 10A-3 (b) (1), all audit committee members must satisfy the independence requirements set out in Section 303A.02.
(b) The audit committee must have a written charter that establishes the duties and responsibilities of its members, including, at a minimum, some of the duties and responsibilities required by Rule 10A-3 of the Exchange Act and the following responsibilities set forth in NYSE Sections 303A.07(b)(iii)(A)-H) of the NYSE Manual.
(A) at least annually, obtain and review a report by the independent auditor describing: the firm’s internal quality-control procedures; any material issues raised in the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the auditor’s independence) all relationships between the independent auditor and the listed company;
(a) Argentine law requires that the audit committee be composed of three or more members from the Board of Directors (with a majority of independent directors), all of whom must be well-versed in business, financial or accounting matters.
Our Audit Committee is composed by three directors and the Committee’s presidency is in charge of an independent Director. All the members of the Audit Committee, according to its designation on April 8, 2026, satisfy the independence requirements of Rule 10A-3
(b) Neither Argentine law nor the CNV Rules contain provisions relating to an audit committee member’s simultaneous service on the audit committee of other public companies.
(c) The responsibilities of the audit committee, as provided for in the Capital Markets Law, as regulated by Decree No. 1023 and the CNV Rules regarding the functions of the Committee, are essentially the same as those provided for under Rule 10A-3 of the Exchange Act, including, without limitation, the following:
i. issuing an opinion about the Board of Directors’ proposal for the appointment of the external auditors to be retained by us, and ensuring that auditors are independent;
ii. overseeing the performance of the internal control systems and the administrative-accounting system as well as the reliability of the latter and of all financial information or other facts which could be submitted to the CNV and self-regulated entities in compliance with the applicable reporting regime;
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(B) meet with management and the independent auditor to review and discuss the listed company’s annual audited financial statements and quarterly financial statements, including a review of the company’s specific disclosures under Operating and Financial Review and Prospects”;
(C) discuss the listed company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;
(D) discuss risk assessment and risk management policies;
(E) hold separate regular meetings with management, the internal auditors (or other personnel responsible for the internal audit function) and the independent auditors;
(F) review any issue or difficulty arising from the audit or management’s response with the independent auditor;
(G) set clear policies for the recruitment of employees or former employees of the independent auditors; and
(H) report regularly to the Board of Directors.
c) Rule 303A.07(c) establishes that each listed company must have an internal audit function to provide management and the audit committee with ongoing advice on the company’s risk management processes and internal control systems.
iii. supervising the enforcement of our risk management information policies;
iv. providing the market with full disclosure with respect to transactions that give rise to conflict of interests with the members of our corporate bodies or controlling shareholders;
v. issuing an opinion on the reasonableness of any proposal regarding the Directors’ and management fees and stock option plans proposed by the Board of Directors;
vi. issuing an opinion on the compliance with applicable legal requirements and on the reasonableness of the terms of any issuance of stock or convertible securities in case of capital increase excluding or limiting pre- emptive rights;
vii. assessing compliance with relevant rules of conduct;
viii. Issuing a well-founded opinion on transactions with related parties as established in this Decree. Issue a well-founded opinion and inform the same to the self- regulated entities as determined by the CNV in the event of a conflict of interest or a potential conflict of interest.
In addition, pursuant to the provisions of the CNV Rules, the audit committee is responsible for:
reviewing external and internal auditors’ plans, evaluating their performance, and issuing an opinion on such regard upon the publication of the annual financial statements;
analyzing the various services provided by the external auditors and their independence, as established in the Professional Technical Resolutions of the Federación Argentina De Consejos Profesionales De Ciencias Económicas and any other regulations of the applicable supervisory authorities;
reporting on invoiced fees, broken down as follows: 1) external audit and other related services aiming to ensure reliability (e.g. special analyses on the verification and assessment of internal controls, taxes, involvement in offering memorandums, certifications and special reports required by supervisory authorities, etc.); 2) special services other than those mentioned in item 1) above (e.g. design and implementation of information systems, legal, financial aspects, etc.). Said assessment shall be made by the audit committee including a verification of their respective independence policies to ensure compliance therewith.
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If a member of the audit committee is simultaneously a member of the audit committee of more than three public companies the Board of Directors shall determine whether such simultaneous service would prevent such members from effectively serving on the listed company’s audit committee, and disclose such determination in the order of business of the annual shareholders’ meeting of the listed company or in the company’s annual report on Form 10-K filed with the SEC.
Neither Argentine law nor our by-laws require the adoption or disclosure of a code of business conduct and ethics.
However, we have adopted a Code of Conduct applicable to all our employees. In addition, we have adopted a specific Code of Ethics applicable to our Directors and Senior Management.
Regarding the ethical standards, we have implemented an Ethical Line or channel for reports that is managed by a third party who assures the confidentiality and anonymity.
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Part III
We have responded to Item 18 in lieu of this item.
Financial Statements are filed as part of this report, see pages F-1 through F-119.
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Filed herewith
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SIGNATURES
The registrant hereby certifies that it meets all of 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.
Date: April 20, 2026
BANCO MACRO S.A.
Name: Juan Martín Parma