BANCO MACRO S.A. (Incorporated in the Republic of Argentina) Global Medium-Term Note Program
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BASE PROSPECTUS US$700,000,000 BANCO MACRO S.A. (incorporated in the Republic of Argentina) Global Medium-Term Note Program We may from time to time issue notes in one or more series under our Global Medium-Term Note Program. The maximum aggregate principal amount of all notes we may have outstanding under this program at any time is limited to US$700,000,000 (or its equivalent in other currencies). We will describe the specific terms and conditions of each series of notes in a Final Terms. Notes issued under this program may: • be denominated in U.S. dollars or another currency or currencies; • have maturities of no less than 30 days from the date of issue; • bear interest at a fixed or floating rate or be issued on a non-interest bearing basis; and • provide for redemption at our option or at the holder’s option. We may redeem all, but not part, of a series of notes, at our option, upon the occurrence of specified Argentine tax events at a price equal to 100% of the principal amount plus accrued and unpaid interest. Unless otherwise specified in the Final Terms applicable to a series of notes, the notes will constitute our direct, unconditional, unsecured and unsubordinated obligations and will rank at all times at least pari passu in right of payment with all our other existing and future unsecured and unsubordinated indebtedness (other than obligations preferred by statute or by operation of law). We may apply to have the notes of a series listed on the Luxembourg Stock Exchange for trading on the Euro MTF, the market of the Luxembourg Stock Exchange, and listed on the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires). We cannot assure you, however, that these applications will be accepted. Notes may be issued under this program that will not be listed on any securities exchange, and the Final Terms applicable to a series of notes will specify whether or not the notes in such series will be listed on the Luxembourg Stock Exchange for trading on the Euro MTF, on the Buenos Aires Stock Exchange or on any other securities exchange. We expect that certain series of notes, as described in the applicable Final Terms, will be eligible for trading on the PORTAL Market or on the Mercado Abierto Electrónico S.A. (“MAE”). See “Risk Factors” commencing on pages I-5 and II-10 for a discussion of certain risks that you should consider prior to making an investment in the notes. The applicable Final Terms to any series of notes may describe additional risks you should consider. This program has not been rated by any rating agency. If series of notes under this program will be rated, we will provide the ratings and information relating to such ratings in the applicable Final Terms. The notes issued under this program have not been registered under the U.S. Securities Act of 1933, as amended, or the “Securities Act”, or any state securities laws. Unless the notes are registered under the Securities Act, the notes may be offered only in transactions that are exempt from registration under the Securities Act and the securities laws of other jurisdictions. Accordingly, we will only offer and sell notes registered under the Securities Act or in transactions exempt from registration under the Securities Act to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or in compliance with Regulation S under the Securities Act. For a description of certain restrictions on resale and transfer of the notes, see “Transfer Restrictions” in this Base Prospectus. We may offer the notes issued under this program directly or through one or more dealers that we may designate from time to time, who may purchase notes, as principal, from us for resale to investors and other purchasers at varying prices relating to prevailing market prices as determined by any such dealer at the time of resale or, if so agreed, at a fixed offering price. In addition, we may agree with a dealer that it may utilize its reasonable efforts to place our notes on an agency basis as specified in the applicable Final Terms. Any such dealers will be set forth in the applicable Final Terms. We reserve the right to withdraw, cancel or modify any offering of notes contemplated by this Base Prospectus or any Final Terms without notice. See “Plan of Distribution.” This Base Prospectus may only be used for the purpose for which it has been published. Arranger Credit Suisse Dealers Citi Credit Suisse Raymond James UBS Investment Bank This Base Prospectus is dated as of November 2, 2007 In this Base Prospectus, we use the terms “we,” “us,” “our” and the “bank” to refer to Banco Macro S.A. and its subsidiaries on a consolidated basis. The information provided in this Base Prospectus that relates to the Republic of Argentina (“Argentina”) and its economy is based upon publicly available information, and we do not make any representation or warranty with respect thereto. Argentina, and any governmental agency or political subdivision thereof, does not in any way guarantee, and their credit does not otherwise back, our obligations in respect of the notes. You should rely only on the information contained in this Base Prospectus and any pricing or other supplements. We have not, and the dealers have not, authorized anyone to provide you with information that is different from the information contained in this Base Prospectus and any pricing or other supplements. The information in this Base Prospectus is accurate only as of the date of this Base Prospectus, regardless of the time of delivery of this Base Prospectus or when any sale of the notes occurs. In making your decision whether to invest in the notes, you must rely on your own examination of us and the terms of the offering, including the merits and risks involved. You should not construe the contents of this Base Prospectus as legal, business or tax advice. You should consult your own attorney, business advisor or tax advisor. The distribution of this Base Prospectus or any part of it, including any Final Terms, and the offering, sale and delivery of the notes in certain jurisdictions may be restricted by law. We and the dealers require persons into whose possession this Base Prospectus comes to become familiar with and to observe such restrictions. This Base Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation nor does this Base Prospectus constitute an invitation to subscribe for or purchase any notes. For a description of restrictions on offers, sales and deliveries of the notes and on the distribution of this Base Prospectus and other offering material relating to the notes, see “Transfer Restrictions” and “Plan of Distribution.” The notes have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. The notes issued under this program will qualify as “obligaciones negociables” under Argentine Law No. 23,576, as amended (the “Negotiable Obligations Law”), and Joint Resolution No. 470-1738/2004, as amended (the “Joint Resolution 470-1738/2004”), issued by the Argentine securities commission (Comisión Nacional de Valores or “CNV”) and the Argentine tax authority (Administración Federal de Ingresos Públicos), and will be entitled to the benefits set forth in, and subject to the procedural requirements of, such law and resolution and Argentine Decree No. 677/2001. The creation of this program was approved by resolution of our shareholders at a meeting held on September 1, 2006 and by resolution of our Board of Directors approved on September 19, 2006. An increase in the program from US$400,000,000 to US$700,000,000 was approved by resolution of our shareholders at a meeting held on June 4, 2007. The offering of the notes under this program has been authorized by the CNV pursuant to Resolution No. 15,480, dated September 28, 2006, and Resolution No. 15,702, dated August 16, 2007. The CNV authorization means only that the information requirements of the CNV have been satisfied. The CNV has not rendered any opinion in respect of the accuracy of the information contained in this Base Prospectus. In addition, in order to issue and offer any series of notes under this program, we are required to file with the CNV a pricing and/or other supplement describing the particular terms and conditions of the relevant notes, updating our financial and accounting information for each fiscal year and quarter (if we have approved financial statements for such year or quarter) and providing other information relating to any subsequent material events or developments. Offers of the notes to the public in Argentina will be made by a substantially identical Base Prospectus in the Spanish language. The notes will not qualify for the Argentine deposit insurance system established pursuant to Argentine Law No. 24,485, as amended, and will not benefit from the priority right granted to depositors pursuant to Article 49(d) and (e) of the Argentine Law No. 21,526, as amended (the “Financial Institutions Law”). The notes will not be secured by any floating lien or special guarantee nor will the notes be guaranteed by any other means or by any other entity. i TABLE OF CONTENTS Page Page INTRODUCTION TO BASE OVERVIEW OF BANCO MACRO S.A.