SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2021-04-29 | Period of Report: 2020-12-31 SEC Accession No. 0001193125-21-140667 (HTML Version on secdatabase.com) FILER Macro Bank Inc. Mailing Address Business Address SARMIENTO 447 SARMIENTO 447 CIK:1347426| IRS No.: 000000000 | State of Incorp.:C1 | Fiscal Year End: 1231 BUENOS AIRES C1 1041 BUENOS AIRES C1 1041 Type: 20-F | Act: 34 | File No.: 001-32827 | Film No.: 21871460 54-11-5222-6500 SIC: 6029 Commercial banks, nec Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 or ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2020 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to or ☐ Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of the event requiring this shell company report. Commission file number: 001-32827 BANCO MACRO S.A. (Exact Name of Registrant as Specified in its Charter) Macro Bank, Inc. (Translation of registrants name into English) Argentina (Jurisdiction of incorporation or organization) Avenida Eduardo Madero 1182, City of Buenos Aires, Argentina (Address of registrants principal executive offices) Jorge Francisco Scarinci Chief Financial Officer Banco Macro S.A. Avenida Eduardo Madero 1172, 24th Floor City of Buenos Aires, Argentina, C1106ACY Telephone: (+54-11-5222-6730) Email: ([email protected]) (Name, telephone, e-mail and/or facsimile member and address of company contact person) Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities registered or to be registered pursuant to Section 12(b) of the Act: Trading Name of Each Exchange Title of Each Class Symbol(s) On Which Registered American Depositary Shares BMA New York Stock Exchange Class B ordinary shares, par value Ps.1.00 per BMA New York Stock Exchange(*) share (*) Ordinary shares of Banco Macro S.A. are not listed for trading but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. 11,235,670 Class A ordinary shares, par value Ps.1.00 per share 628,177,738 Class B ordinary shares, par value Ps.1.00 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of large accelerated filer, accelerated filer and emerging growth company in Rule 12b-2 of the Exchange Act.: Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☒ If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 23 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes ☐ No ☐ Please send copies of notices and communications from the Securities and Exchange Commission to: Hugo N. L. Bruzone Jeffrey Cohen Bruchou, Fernández Madero & Lombardi Linklaters LLP Ing. Butty 275, 12th Floor 1290 Avenue of the Americas C1001AFABuenos Aires, Argentina New York, NY 10104 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Table of Contents PART I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Bank 25 Item 4A. Unresolved Staff Comments 112 Item 5. Operating and Financial Review and Prospects 112 Item 6. Directors, Senior Management and Employees 151 Item 7. Significant Shareholders and Related Party Transactions 162 Item 8. Financial Information 164 Item 9. The Offer and Listing 167 Item 10. Additional Information 167 Item 11. Quantitative and Qualitative Disclosure About Market Risk 200 Item 12. Description of Securities Other Than Equity Securities 202 PART II 203 Item 13. Defaults, Dividend Arrearages and Delinquencies 203 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 203 Item 15. Controls and Procedures 204 Item 16A. Audit Committee Financial Expert 206 Item 16B. Code of Ethics 206 Item 16C. Principal Accountant Fees and Services 206 Item 16D. Exemptions from the Listing Standards for Audit Committees 207 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 207 Item 16F. Change in Registrants Certifying Accountant 207 Item 16G. Corporate Governance 207 PART III 217 Item 17. Financial Statements 217 Item 18. Financial Statements 217 Item 19. Exhibits 218 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Certain defined terms In this annual report, we use the terms the registrant, we, us, our the Bank and Banco Macro 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 stock and references to ADSs refer to American depositary shares representing our Class B 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 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 BYMA refers to Bolsas y Mercados Argentinos S.A., or the Buenos Aires Stock Exchange, the term MAE refers to Mercado Abierto Electrónico, 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, the term ANSES refers to the Administración Nacional de la Seguridad Social or National Social Security Agency, and the term UIF refers to the Unidad de Información Financiera or Financial Information Unit. The term EU refers to the European Union. The term PyME refers to Pequeñas y Medianas Empresas or small- and medium-sized companies.