BBAR · Banco BBVA Argentina S.A.

This 6-K outlines critical governance and capital allocation decisions pending shareholder approval at Banco BBVA Argentina’s upcoming Annual General Meeting. The most consequential item is the proposed bylaw amendment granting the Board unilateral authority to design and execute corporate bond issuance programs—a structural shift enhancing financing flexibility but reducing shareholder oversight on debt strategy. Concurrently, the bank proposes a substantial dividend payout of $63.057 billion, explicitly contingent on BCRA’s prior authorization under Communication 'A' 8410, which permits only up to 60% of 2025 net earnings (after mandatory reserves) to be distributed in three equal monthly installments starting May 2026. This reflects both regulatory constraints and management’s intent to return capital despite macroeconomic uncertainty. Remuneration proposals signal significant cost increases: Board fees rise 50.42% year-on-year to $605.05 million, while Supervisory Committee fees surge 118% to $80.61 million—both requiring shareholder ratification. These increases, though justified by market benchmarks and committee approvals, may draw scrutiny given the absence of a formal internal board remuneration policy and no bylaw limitations. Auditor reappointment and a 14% Audit Committee budget increase further underscore governance continuity and enhanced oversight capacity. Collectively, these items indicate a strategic pivot toward operational autonomy, disciplined capital return within strict regulatory guardrails, and elevated governance spending—all of which materially affect investor expectations on control, profitability sustainability, and regulatory risk exposure.