REPORT BBVA 2019 1 Report BBVA 2019 REPORT BBVA 2019 2 Creating Opportunities In 2020, we will take a step further in our path of transformation, expediting and digitalizing processes and notably enriching our digital offering Martín Zarich CEO REPORT BBVA 2019 3 Relevant Data Loans and other financing Deposits (in millions of $) (in millions of $) $293,988.05 $259,509.06 $198,341.03 $181,422.35 2018 2019 2018 2019 Net income Coverage - Delinquency (in millions of $) $31,351.42 254% 3.64% 1.90% 118% 114% $9,705.18 0.80% 2018 2019 2017 2018 2019 Coverage Delinquency REPORT BBVA 2019 4 Notice of General Ordinary and Extraordinary Shareholders´ Meeting Notice is given to the Shareholders of Banco BBVA Argentina S.A. that a General Ordinary and Extraordinary Share- holders´ Meeting will be held on May 15, 2020, at 4 p.m., at first call and on the same date, at 5 p.m., at second call, provided quorum requirements are not met at first call. In the event quorum is not met for shareholders to gather at an Extraordinary Shareholders´ Meeting to deal with Item 1 on the Agenda, then the Shareholders´ Meeting shall be summoned at second call. In the event that the quorum requirements to hold an Extraordinary Shareholders´ Meeting to discuss Items 5 and 6 on the Agenda are not met, Shareholders shall be summoned to an Extraordinary Shareholders´ Meeting to be held to deal with such items at second call at a later date. Shareholders are hereby informed that, to the extent freedom of movement of persons in general is restricted, limited or prohibited due to the state of health emergency, as declared by Necessity and Urgency Executive Order No. 297, as amended, issued by the Argentine Executive Branch, the Shareholders´ Meeting shall be held by remote communica- tion in compliance with the provisions of General Resolution Nº 830/2020 issued by the Argentine National Securi- ties Commission (CNV) (“RG 830/2020”), to consider and act on the following: AGENDA 1) Shareholders´ Meeting to be held by remote communica- prior approval by the Argentine Central Bank. Delegation tion in compliance with General Resolution No. 830/2020 of authority to the Board of Directors for the purposes issued by the CNV. of implementing the foregoing and determining the date 2) Appointment of two shareholders to draw up and sign the on which cash dividends shall be made available to the minutes of the Shareholders´ Meeting, together with the Shareholders. Chairman of the Shareholders´ Meeting. 7) Consideration of fees payable to the Board members for 3) Consideration of the Annual Report, BBVA Report, Finan- Fiscal Year No. 145, ended December 31, 2019. cial Statements, Supplementary Information and further 8) Consideration of fees payable to members of the Supervi- Accounting Information, Supervisory Committee´s Report sory Committee for Fiscal Year No. 145, ended December and Auditor´s Report for Fiscal Year No. 145, ended Decem- 31, 2019. ber 31, 2019. 9) Determination of the number of Board members and 4) Consideration of duties discharged by Board members, elections of directors, as applicable. Authorization to carry Chief Executive Offer and members of the Supervisory out formalities, make filings and complete the recording of Committee. entries in the relevant registries with respect to resolutions 5) Consideration of earnings for Fiscal Year No. 145, ended adopted. December 31, 2019. Consideration of Unappropriat- 10) Election of three regular statutory auditors and three al- ed Retained Earnings as of December 31, 2019, in the ternate auditors who shall discharge duties on the Supervi- amount of $ 31,008,199,765.84. It is proposed to allocate: sory Committee during the current fiscal year. a) $ 6,201,639,953.17 to the statutory reserve and b) $ 11) Remuneration payable to the accountant certifying the 24,806,559,812.67 to the optional reserve for future distri- financial statements for Fiscal Year No. 145, ended Decem- bution of earnings, as per the rules on Earnings Distribu- ber 31, 2019. tion (restated text) of the Argentine Central Bank. 12) Appointment of certifying accountant with respect to the 6) Partial reversal of the optional reserve for future earn- financial statements for fiscal year 2020. ings distribution, so as to allocate an amount of $ 13) Budget allocation to Audit Committee pursuant to Law 2,500,000,000 to cash dividend payment, subject to No. 26,831 on Capital Markets to seek professional advice. REPORT BBVA 2019 5 Notes: (a) Shareholders´ Meetings by Remote Communication: tine Company Law No. 19,550 and shall also provide the Pursuant to “RG 830/2020”, Shareholders´ Meetings may relevant information about the beneficial owners of the be held by remote communication, by means of video shares comprising their capital stock and the number of conferencing systems, allowing: (i) access to the Share- shares to be voted. Shareholders are hereby reminded holders´ Meeting by all participants (shareholders and/or that the representative appointed for voting purposes at their proxies, Directors, Chief Executive Officer, Statutory the Shareholders´ Meeting shall be duly registered with Auditors and staff); (ii) simultaneous transmission of sound, the relevant Public Registry, pursuant to the provisions of image and text to other participants; (iii) participation of Section 118 or 123 of Argentine Company Law No. 19,550, Shareholders with the right to speak and cast their votes as amended. (5) The documentation to be dealt with is either verbally and/or by electronic means (audio or video available to the Shareholders and has been published in display) throughout the Shareholders´ Meeting; and (iv) the CNV´s (Financial Information Highway) webpage. digital recording of the Shareholder´s Meeting proceedings (6) At the opening of the Shareholders´ Meeting, each and retention of copies in digital format. participant shall provide evidence of their identity and shall specify the place where they are located. For such purposes, it is informed that: (1) the system to be used shall be the WebEx platform, that is, the online The members of the Company´s Supervisory Committee meetings and video conferencing service provided by attending the Shareholders´ Meeting shall verify compli- Cisco, that may be accessed through the link to be sent by ance with the foregoing requirements as well as those set the Company, along with the access instructions and an forth in “RG 830/2020”. account of the meeting to be held, to those shareholders who give notice of their attendance at the Shareholders´ (b) Deposit of documentary evidence and certificates: Share- Meeting by e-mail, as specified in the following item; (2) holders are reminded that the Company´s Register of Shareholders shall communicate their attendance at the Book-Entry Shares is kept by Caja de Valores S.A., domiciled Shareholders´ Meeting by e-mail to be addressed to inves- at 25 de Mayo 362, City of Buenos Aires. Accordingly, pur- [email protected], att. Inés Lanusse, containing suant to the provisions of Section 238 of Argentine Com- the information and in compliance with the requirements pany Law No. 19,550, in order to attend the Shareholders´ set forth in paragraph b), delivery whereof shall constitute Meeting, Shareholders shall obtain documentary evidence sufficient evidence for such purposes, at least three (3) from Caja de Valores S.A. of the book-entry share account. business days in advance of the date of the Shareholders´ Pursuant to “R.G. 830/2020”, Shareholders may register by Meeting, that is, until May 11, 2020 at 6 p.m., inclusive. Un- sending the above-mentioned documents (as well as any less otherwise instructed, the e-mail address from which supplementary documentation, as applicable) by e-mail, in every shareholder gave notice of their attendance shall be the manner described in the preceding item. used to communicate the link for the video conference. The Shareholders´ Meeting shall start punctually at the (c) In the event that, on the date the Shareholders´ Meeting is scheduled time reported. (3) In the case of proxies, the to be held, there were no prohibition, limitation or restriction relevant instrument evidencing the powers granted for on freedom of movement of persons in general due to the such purpose shall be sent to the company at least 5 (five) state of health emergency, as declared by Necessity and business days in advance of the date of the Shareholders´ Urgency Executive Order No. 297, as amended, issued by Meeting, which instrument shall be duly authenticated. (4) the Argentine Executive Branch and/or further rules issued At the time of registration to participate at the Sharehold- or to be issued relative to the requirements and restrictions ers´ Meeting the following information about the Share- that should be observed as a consequence of such state holder shall be furnished: full name or full corporate name; of emergency and social lockdown, the Board of Directors type and number of identity document of natural persons may give notice, as a material event, that the Shareholders´ or registration data in the case of legal entities, expressly Meeting will be held in person. indicating the registry where the said entities are regis- tered and the jurisdiction of incorporation as well as their domicile, specifying its type. Similar information shall be Mr. Jorge Delfín Luna, Vice-chairman discharging duties as provided by those who attend the Shareholders´ Meet- Chairman of Banco BBVA Argentina S.A. was appointed to ing as representatives of the holder of shares. Likewise, hold such office, as evidenced by minutes of the Board Meet- those shareholders that are foreign legal entities are kindly ing held on April 24, 2019. requested to furnish the documentation evidencing their registration as such before the relevant Public Registry, in Jorge Delfín Luna compliance with the provisions of Section 123 of Argen- Vice-chairman acting as Chairman REPORT BBVA 2019 6 Table of contents 7 Letter from the Chairman 9 Letter from the CEO 11 1.