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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT

PURSUANT TO SECTION 13


OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2017

2019

Commission file number 001-37777

GRUPO SUPERVIELLE S.A.

GRUPO SUPERVIELLE S.A.

(Exact name of Registrant as specified in its charter)

SUPERVIELLE GROUP S.A.

(Translation of Registrant’s name into English)

REPUBLIC OF ARGENTINA

(Jurisdiction of incorporation or organization)

Bartolomé Mitre 434, 5th Floor

C1036AAH Buenos Aires

Republic of Argentina

(Address of principal executive offices)

Alejandra Naughton

Bartolomé Mitre 434, 5th Floor

C1036AAH Buenos Aires

Republic of Argentina

Tel: 54-11-4340-3053

Email: Alejandra.Naughton@supervielle.com.ar

(Exact name of Registrant as specified in its charter)

SUPERVIELLE GROUP S.A.
(Translation of Registrant’s name into English)

REPUBLIC OF ARGENTINA
(Jurisdiction of incorporation or organization)

Bartolomé Mitre 434, 5th Floor
C1036AAH Buenos Aires
Republic of Argentina
(Address of principal executive offices)

Alejandra Naughton
Bartolomé Mitre 434, 5th Floor
C1036AAH Buenos Aires
Republic of Argentina
Tel: 54-11-4340-3053
Email: Alejandra.Naughton@supervielle.com.ar
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:Act.

Title of each Classclass

Trading
Symbol(s)

Name of each Exchange exchange
on which Registeredregistered

American Depositary Shares, each representing 5 Class B shares of Grupo Supervielle S.A.

SUPV

New York Stock Exchange

Class B shares of Grupo Supervielle S.A.

SUPV

New York Stock Exchange*

Exchange*


*Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New York Stock Exchange.

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

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 20172019 was:

Title of class

Number of shares outstanding

Class B ordinary shares, nominal value Ps.1.00 per share

329,984,134

394,984,134

Class A ordinary shares, nominal value Ps.1.00 per share

126,738,188

61,738,188

 



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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x    Yes      No  o No

If this report is an annual or transitionaltransition report, indicate by check mark if the registrant is not required to file reports pursuant to sectionSection 13 or 15(d) of the Securities Exchange Act of 1934.

o    Yes      No  x No

Indicate by check mark whether the registrantregistrant: (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:

xdays.    Yes      No  o No

Indicate by check mark whether the registrant has submitted electronically, and posted on its Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Not applicable.

    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated Filerx

Accelerated Filero

Non-accelerated Filer

Non-Accelerated Filer o

Emerging Growth Companyo

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 standardsstandards† provided pursuant to Section 13(a) of the Exchange Act.  o

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

by the International Accounting Standards Board  o

IFRS o

Other  x

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:

ofollow.    Item 17  x    Item 18

If this is an Annual Report,annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o    Yes      No  x No



Table of Contents

TABLE OF CONTENTS

Page

INTRODUCTION

iii
Certain Defined Terms and Conventionsiii
Presentation of Financial and Other Informationiv
Forward-Looking Statementsvii
PART I1
Item 1.

1   Identity of Directors, Senior Management and Advisors

1

Item 2.

2   Offer Statistics and Expected Timetable

1

Item 3   Key Information

1

Item 3.

Key Information

1

Item 3.A.

3.A   Selected Financial Data

1

Item 3.B

Capitalization and indebtedness

6

5

Item 3.C

Reasons for the offer and use of proceeds

6

5

Item 3.D   Risk Factors

5

Item 3.D

Risk Factors

6

Item 4.

4   Information of the Company

32

27

Item 4.A

History and development of the Company

37

27

Item 4.B   Business Overview

32

Item 4.B4.C   Organizational structure

Business overview137

41

Item 4.C

Organizational structure

136

Item 4.D

Property, plants and equipment

137

138

Item 5.

5   Operating and Financial Review and Prospects

158

162

Item 5.A   Operating Results

162

Item 5.A

Operating Results

158

Item 5.B

Liquidity and Capital Resources

205

210

Item 5.C

Research and Development, patents and licenses, etc.

213

217

Item 5.D   Trend Information

217

Item 5.D

Trend Information

213

Item 5.E

Off-balance sheet arrangements

214

218

Item 5.F   Contractual Obligations

219

Item 5.F5.G   Safe Harbor

Contractual Obligations219

215

Item 5.G

Safe Harbor

216

Item 6.

6   Directors, Senior Management and Employees

216

220

Item 7.

7   Shareholders and Related Party Transactions

239

246

Item 7.A   Major Shareholders

246

Item 7.A.

Major Shareholders

239

Item 7.B

Related Party Transactions

240

247

Item 7.C   Interests of Experts and Counsel

249

Item 7.C8   Financial Information

Interests of experts and counsel249

242

Item 8.

Financial Information

243

Item 8.A.

8.A   Consolidated Statements and Other Financial InformationInformation.

243

249

Item 8.B   Significant Changes

252

Item 8.B

Significant Changes

245

Item 9.

9   The Offer and Listing

246

252

Item 9.A   Offer and Listing Details

252

Item 10.9.B   Plan of Distribution

252

Item 9.C   Markets252

Item 9.D   Selling Shareholders253
Item 9.E   Dilution253
Item 9.F   Expenses of the Issue253
Item 10   Additional Information

247

253

Item 10.A   Share Capital

253

Item 10.A.10.B   Memorandum and Articles of Association

Share capital253

247

Item 10.C   Material Contracts

253

Item 10.B.10.D   Exchange Controls

Memorandum and articles of association253

247

Item 10.E   Taxation

259

Item 10.C10.F   Dividends and Paying Agents

Material contracts271

254

Item 10.G   Statement by Experts

271

Item 10.D10.H   Documents on Display

Exchange Controls271

254

Item 10.I   Subsidiary Information

271

Item 10.E

Taxation

256

Item 10.F

Dividends and paying agents

263

Item 10.G

Statement by experts

263

Item 10.H

Documents on display

263

Item 10.I.

Subsidiary Information

263

Item 11.

11   Quantitative and Qualitative Disclosures about Market Risk

263

271



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Item 12.

12   Description of Securities Other Than Equity Securities

269

277

Item 12.A   Debt Securities

277

Item 12.A

Debt Securities

269

Item 12.B

Warrants and Rights

269

277

Item 12.C   Other Securities

277

Item 12.C

Other Securities

269

Item 12.D

American Depositary Shares

269

277

PART II

278

Item 13.

13   Defaults, Dividend Arrearages and Delinquencies

270

278

Item 14.

14   Material Modifications to the Rights of Security Holders and Use of Proceeds

270

278

Item 15.

15   Controls and Procedures

270

278

Item 16.A

Audit committee financial expert

272

279

Item 16.B

Code of Ethics

272

280

Item 16.C

Principal Accountant Fees and Services

272

280

Item 16.D

Exemptions from the Listing Standards for Audit Committees

273

280

Item 16.E.

16.E   Purchases of Equity Securities by the Issuer and Affiliated Purchasers

273

281

Item 16.F

Change in Registrant’s Certifying Accountant

273

281

Item 16.G   Corporate Governance

281

Item 16.G

Corporate Governance

273

Item 16.H.

16.H   Mine Safety Disclosure

276

287

Item 17   Financial Statements

287

Item 17.

18   Financial Statements

276

287

Item 18.19   Exhibits

Financial Statements287

276

Item 19.

Exhibits

277

 


ii 


Table of ContentsINTRODUCTION

 

CERTAIN DEFINED TERMS AND CONVENTIONSCertain Defined Terms and Conventions

In this annual report, we use the terms “we,” “us,” “our” and the “Group” to refer to Grupo Supervielle S.A. and its consolidated subsidiaries, including Banco Supervielle S.A., unless otherwise indicated. References to “Grupo Supervielle” mean Grupo Supervielle S.A. References to the “Bank” mean Banco Supervielle S.A. and its consolidated subsidiaries. References to “Tarjeta” mean Tarjeta Automática S.A. References to “Cordial Microfinanzas” mean Cordial Microfinanzas S.A. References to “SAM” mean Supervielle Asset Management S.A. References to “Adval” mean Adval S.A. References to “Sofital” mean Sofital S.A.F.e I.I. References to “CCF” mean Cordial Compañía Financiera S.A. References to “Supervielle Seguros” mean Supervielle Seguros S.A. References to “Espacio Cordial” or “Cordial Servicios” mean Espacio Cordial Servicios S.A. References to “Viñas del Monte”“InvertirOnline” mean Viñas del MonteInvertirOnline S.A.U. and InvertirOnline.com Argentina S.A.U. References to “MILA” mean Micro Lending S.A.U. References to “Supervielle Productores Asesores de Seguros” mean Supervielle Productores Asesores de Seguros S.A. References to “Supervielle Agente de Negociacion” mean Supervielle Agente de Negociación S.A.

 

References to “Class A shares” refer to shares of our Class A common stock, with a par value of Ps.1.00 per share, references to “Class B shares” refer to shares of our Class B common stock, all with a par value of Ps.1.00 per share, and references to “ADSs” are to American depositary shares, each representing five Class B shares, except where the context requires otherwise.shares.

 

The term “Argentina” refers to the Republic of Argentina. The terms “Argentine government” or the “government” refers to the federal government of Argentina, the term “Central Bank” refers to theBanco Central de la República Argentina, or the Argentine Central Bank, and the term “CNV” refers to the ArgentineComisión Nacional de Valores, or the Argentine securities and capital markets regulator. “U.S. GAAP”The term “ByMA” refers to generally accepted accounting principles in the United States of America (“United States” or “U.S.”),exchange Bolsas y Mercados Argentinos S.A. The term “MAE” refers to the exchange Mercado Abierto Electrónico S.A. The term “Argentine Capital Markets Law” refers to Law No. 26,831, as amended and supplemented. The term “Argentine Negotiable Obligations Law” refers to Law No. 23,576, as amended and supplemented. The term “AGCL” refers to Argentine General Corporations Law No. 19,550, as amended and supplemented. The term “Argentine Productive Financing Law” refers to Law No. 27,440.

“Argentine GAAP” refers to generally accepted accounting principles in Argentina and “Argentine Banking GAAP” refers to the accounting rules of the Central Bank. “IFRS” refers to the International Financial Reporting 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 “CPI” refers to the consumer price index and the term “WPI” refers to the wholesale price index.

The term “customers” refers to individuals or entities that have at least one of our products without any requirement of customer activity during any time period. The term “active customer” refers to customers that had activity in the previous 90 days.

Unless the context otherwise requires, the term “financial institutions” refers to institutions regulated by the Central Bank. The term “Argentine banks” refers to banks that operate in Argentina. The term “Argentine private banks” refers to banks that are not controlled or owned by the Argentine federal government or any Argentine provincial, municipality or city government. The term “private domestically-owned banks” refers to private banks that are controlled by Argentine shareholders.

For information up to December 31, 2017, the term “small businesses” refers to individuals and businesses with annual sales of up to Ps.40.0 million, the term “SMEs” refers to individuals and businesses with annual sales over Ps.40.0 million and below Ps.200.0 million, the term “middle-market companies” refers to companies with annual sales over Ps.200.0 million and below Ps.1.0 billion and the term “large corporates” refers to companies with annual sales over Ps.1.0 billion. For information since January 1, 2018, the term “small businesses” refers to individuals and businesses with annual sales up to Ps.70.0 million, the term “SMEs” refers to individuals and businesses with annual sales over Ps.70.0 million and below Ps.550.0 million, the term “middle-market companies” refers to companies with annual sales over Ps.550.0 million and below Ps.2.0 billion amdand the term “large corporates” refers to companies with annual sales over Ps.2.0 billion. TheFor information since January 1, 2019, the term “ROAE”“small businesses” refers to return on average shareholders’ equity. ROAE is frequently used by financial institutions as a benchmarkindividuals and businesses with annual sales up to measure profitability comparedPs.100 million, the term “SMEs” refers to peers but not as a benchmarkindividuals and businesses with annual sales over Ps.100 million and below Ps.700 million, the term “middle-market companies” refers to determine returns for investors, which is affected by multiple factors that ROAE does not consider.companies with annual sales over Ps.700 million and below Ps.2.5 billion and the term “large corporates” refers to companies with annual sales over Ps.2.5 billion.

iii 

PRESENTATION of FINANCIAL and Other Information


PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements

We maintainThis annual report contains our financial books and records in Pesos and prepare our consolidated financial statements in Argentina in conformity with Argentine Banking GAAP, as these are the rules and regulations applied by the Bank, our main subsidiary. Argentine Banking GAAP differs in certain significant respects from U.S. GAAP and from Argentine GAAP. Ouraudited consolidated financial statements as of December, 31, 20172019 and 2016 and for each of the three years ended December 31, 2017, 2016 and 2015 have been audited, as stated in the report appearing herein, and are included in this annual report and referred to as our “audited consolidated financial statements.”  Note 35 to our audited consolidated financial statements provides a description of the principal differences between Argentine

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Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity as of December 31, 2017 and 2016,2018, and for the years ended December 31, 2019, 2018 and 2017 2016(our “audited consolidated financial statements”), which have been audited by Price Waterhouse & Co. S.R.L., Buenos Aires, Argentina, a member firm of PricewaterhouseCoopers, an independent registered public accounting firm (“Price Waterhouse & Co.”), whose report is included herein.

We have prepared our audited consolidated financial statements under IFRS for the first time for our financial year ended December 31, 2018, with a transition date of January 1, 2017.

“Financial Reporting in Hyperinflationary Economies” (IAS 29) requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be measured in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether they are based on the historical cost method or the current cost method. This requirement also includes the comparative information in financial statements. Our audited consolidated financial statements are stated in the measurement unit current as of December 31, 2019.

In order to conclude on whether an economy is categorized as highly inflationary, IAS 29 outlines a series of factors to be considered, including the existence of an accumulated inflation rate in three years that is approximate or exceed 100%. As of July 1, 2018, Argentina reported a cumulative three-year inflation rate higher than 100% and 2015. therefore financial information published as from that date should be adjusted for inflation in accordance with IAS 29. Therefore, we have applied IAS 29 to our audited consolidated financial statements.

Effective January 1, 2019, we adopted IFRS 16 “Leases” using the simplified retrospective approach, so that the cumulative impact of the adoption was recognized in retained earnings at the beginning of the year starting on January 1, 2019, and the comparative figures were consequently not modified. Accordingly, certain comparisons between periods may be affected. See Note 10 to our audited consolidated financial statements and “Operating and Financial Review and Prospects—New Accounting Standards” for a more comprehensive discussion of the effects of the adoption by the Group of this and other new standards.

We are subject to the provisions of Article 2 – Section I – Chapter I of Title IV: Periodical Reporting Requirements of the rules issued by the CNV according to General Resolution No. 622/2013, as amended and supplemented (the “CNV Rules”) and we are required to present our financial statements in accordance with the valuation and disclosure criteria set forth by the Argentine Central Bank. The Argentine Central Bank, through Communications “A” 5541, as amended, set forth a convergence plan towards the application of IFRS as issued by the IASB and the interpretations issued by the IFRIC, for entities under its supervision, effective for fiscal years beginning on or after January 1, 2018. The convergence plan had two exceptions to the application of IFRS: (i) item 5.5 (Impairment) of IFRS 9 “Financial Instruments”, and (ii) IAS 29 “Financial Reporting in Hyperinflationary Economies”, both of which were waived until January 1, 2020, at which time entities will be required to apply the provisions of IFRS in full. We presented our local financial statements under these rules on February 21, 2020.

Our consolidated financial statements contained in this annual report differ in certain material respects from our financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 prepared in accordance with Argentine Banking GAAP and filed with theCNV.

Unless otherwise indicated, all financial information of our company included in this annual report is stated on a consolidated basis under IFRS and in Argentine Pesos subject to inflation accounting adjustment, except for certainregulatory capital information, statistical information for years 2015 and 2016, information about the Argentine financial sector, and national statistical data, which is expressed following Argentine Banking GAAP.  Our audited consolidatedGAAP in nominal historic Peso amounts (i.e., not adjusted for inflation).

iv 

Overview of IAS 29

Pursuant to IAS 29, the financial statements of an entity whose functional currency is that of a highly inflationary economy, as mentioned above, should be reported measured in terms of the measuring unit current as of December 31, 2017 havethe date of the financial statements. All the amounts included in the statement of financial position which are not stated in terms of the measuring unit current as of the date of the financial statements should be restated adjusted applying the general price index. All items in the statement of income should be stated in terms of the measuring unit current as of the date of the financial statements, applying the changes in the general price index occurred from the date on which the revenues and expenses were originally recognized in the financial statements.

Adjustment for inflation in the initial balances has been approvedcalculated considering the indexes based on the price indexes published by our ordinarythe National Institute of Statistics and extraordinaryCensus (Instituto Nacional de Estadística y Censos or “INDEC”, per its initials in Spanish).

The principal inflation adjustment procedures are the following:

·Monetary assets and liabilities that are recorded in the current currency as of the financial position’s closing date are not restated because they are already stated in terms of the currency unit current as of the date of the financial statements.
·Non-monetary assets and liabilities are recorded at cost as of the financial position date, and equity components are restated applying the relevant adjustment ratios.
·All items in the consolidated income statement are restated applying the relevant conversion factors, as described in Note 1.1(b) to our consolidated financial statements contained in this annual report.
·The effect of inflation in the Group’s net monetary position is included in the consolidated income statement, in the item “Results from exposure to changes in the purchasing power of money.”
·Comparative figures have been adjusted for inflation following the procedure explained in the previous bullets.
·Upon initially applying inflation adjustment, the equity accounts were restated as follows:
oCapital stock was restated as from the date of subscription or the date of the most recent inflation adjustment for accounting purposes, whichever is later.
oThe resulting amount was included in the “Results from exposure to changes in the purchasing power of money” account.
oConsolidated Statement of Comprehensive Income were restated as from each accounting allocation.
oThe legal reserve and other reserves in the statement of income were not restated as of the initial application date.

Certain Financial Data

The term “ROAE” refers to return on average shareholders’ meeting heldequity, calculated based on April 24, 2018.daily averages. The term “ROAA” refers to return on average assets, calculated based on daily averages. ROAE and ROAA are frequently used by financial institutions as benchmarks to measure profitability compared to peers but not as benchmarks to determine returns for investors, which is affected by multiple factors that ROAE and ROAA do not consider.

Currencies and Rounding

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.

We have translated certain of the Peso amounts contained in this annual report into U.S. dollars for convenience purposes only. Unless otherwise indicated, the rate used to translate such amounts as of December 31, 20172019 was Ps.18.7742Ps.59.895 to U.S.$1.00, which was the reference exchange rate reported by the Central Bank for U.S. dollars as of December 29, 2017.30, 2019. The Federal Reserve Bank of New York does not report a noon buying rate for Pesos. The U.S. dollar equivalent information presented in this annual report is provided solely for the convenience of investors and should not be construed as implying that the Peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Exchange Rates” for more detailed information regardingThe reference exchange rate reported by the translationCentral Bank was Ps.66.635 per U.S.$1.00 as of Pesos into U.S. dollars.

April 28, 2020.

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 Share and Other Information

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 derived from the Central Bank’s publications and other 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.

In January 2007, the Instituto Nacional de Estadísticas y Censos (the National Statistics and Census Institute, or “INDEC”),INDEC, which is the only institution in Argentina with the statutory authority to produce official nationwide statistics, modified the methodology used to calculate certain of its indices. On January 8, 2016, the Macri administration issued Decree No. 55/2016 declaring a state of administrative emergency with respect to the national statistical system and the INDEC until December 31, 2016. During this state of emergency, the INDEC suspended the publication of certain statistical data until it completed a reorganization of its technical and administrative structure capable of producing sufficient and reliable statistical information. Following the implementation of certain methodological reforms and the adjustment of macroeconomic statistics on the basis of these reforms, on June 15, 2016, the INDEC published the INDEC Report including revised GDP data for the years 2004 through 2015. As of the date of this annual report, the INDEC has resumed publishing certain revised data, including GDP, foreign trade, poverty and balance of payment statistics. As of the date of this annual report, the Argentine government has not renewed the state of administrative emergency declared by means of the Decree No. 55/2016.

vi 

Forward-Looking Statements

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FORWARD-LOOKING STATEMENTS

This annual report contains estimates and forward-looking statements, principally in “Item 3.D Risk Factors”, “Item 5.A Operating Results”, and “Item 4.B Business overviewOverview.” We have based these forward-looking statements largely on our current beliefs, expectations and projections about future courses of action, 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 others:

(i)the ongoing COVID-19 pandemic and government measures to contain the virus, which are disrupting economic activity globally and in Argentina;
(ii)changes in general economic, financial, business, political, legal, social or other conditions in Argentina, including the performance of the newFernández administration, or elsewhere in Latin America or changes in either developed or emerging markets;
(iii)the effects of the Argentine government’s ongoing restructuring of the country’s sovereign debt;
(iv)fluctuations in the exchange rate of the Peso and inflation;
(v)changes in interest rates and the cost of deposits, which may, among other things, affect margins;
(vi)unanticipated increases in financing or other costs or the inability to obtain additional debt or equity financing on attractive terms, which may limit our ability to fund existing operations and to finance new activities;
(vii)changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, including expected or unexpected volatility in domestic and international financial markets;
(viii)changes in government regulation, including tax and banking regulations;
(ix)adverse legal or regulatory disputes or proceedings;
(x)credit and other risks of lending, such as increases in defaults by borrowers;
(xi)exposure to Argentine government liabilities and fluctuations and declines in the value of Argentine public debt;
(xii)increased competition in the banking, financial services, credit card services, asset management and related industries;
(xiii)a loss of market share by any of our main businesses;
(xiv)increase in the allowances for loan losses;
(xv)technological changes or an inability to implement new technologies, changes in consumer spending and saving habits;
(xvi)ability to implement our business strategy; and
(xvii)other factors discussed under “Item 3.D Risk Factors” in this annual report.

vii 

(i)                         changes in general economic, financial, business, political, legal, social or other conditions in Argentina or elsewhere in Latin America or changes in either developed or emerging markets;

(ii)                      changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, including expected or unexpected turbulence or volatility in domestic and international financial markets;

(iii)                   changes in regional, national and international business and economic conditions, including inflation;

(iv)                  changes in interest rates and the cost of deposits, which may, among other things, affect margins;

(v)                     unanticipated increases in financing or other costs or the inability to obtain additional debt or equity financing on attractive terms, which may limit our ability to fund existing operations and to finance new activities;

(vi)                  changes in government regulation, including tax and banking regulations;

(vii)               adverse legal or regulatory disputes or proceedings;

(viii)            the interpretation by judicial courts of the new Argentine Civil and Commercial Code;

(ix)                  credit and other risks of lending, such as increases in defaults by borrowers;

(x)                     fluctuations and declines in the value of Argentine public debt;

(xi)                  increased competition in the banking, financial services, credit card services, asset management and related industries;

(xii)               a loss of market share by any of our main businesses;

(xiii)            increase in the allowances for loan losses;

(xiv)           technological changes or an inability to implement new technologies, changes in consumer spending and saving habits;

(xv)              ability to implement our business strategy;

(xvi)           fluctuations in the exchange rate of the Peso; and

(xvii)        other factors discussed under “Item 3.D Risk Factors” in this annual report.

 

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 regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we do not undertake any

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Table of Contents

obligation to update publicly or to revise any forward-looking statements after we distribute this annual report because of new information, future events or other factors, except as required by applicable law. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this annual report might not occur and do not constitute guarantees of future performance. Because of these uncertainties, you should not make any investment decisions based on these estimates and forward-looking statements.

 

ivviii 

Part I



Table of Contents

PART I

Item 1.Identity of Directors, Senior Management and Advisors

Item 1Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2.Offer Statistics and Expected Timetable

Item 2Offer Statistics and Expected Timetable

Not applicable.

Item 3.Key Information

Item 3.A.Selected Financial Data
Item 3Key Information

Item 3.ASelected Financial Data

The following tables present selected consolidated financial data for us for each of the periods indicated. You should be read this information in conjunction with our audited consolidated financial statements and related notes beginning on page F-1, the “Presentation of Financial and Other Information” section and the information under “discussion in Item 5 “Item 5.A Operating ResultsResults” included elsewhere in this annual report.

Our audited consolidated financial statements do not include any effect of inflation other than the adjustments to non-monetary assets through February 28, 2003.

The selected consolidated statement of income data for the years ended December 31, 2019, 2018 and 2017 and the selected consolidated statement of financial position data as of December 31, 20172019 and 2016 and for the three years in the period ended December 31, 2017 has2018 have been derived from our audited consolidated financial statements included in this annual report.report which have been audited by Price Waterhouse & Co., member firm of PricewaterhouseCoopers an independent registered public accounting firm. The selected consolidated statement of financial position data as of December 31, 2015, 2014 and 2013 and for the years ended December 31, 2014 and 2013 has2017 have been derived from our audited consolidated financial statements which are notthat arenot included in this annual report.

Our audited consolidated financial statements as of December 31, 2017were prepared and 2016 andpresented in accordance with IFRS. We applied IFRS for the three years ended December 31, 2017 have been audited by Price Waterhouse & Co. S.R.L., member firm of the PricewaterhouseCoopers network, independent accountants, whose audit report is included elsewhere in this annual report.

We maintain our financial books and records in Pesos and prepare and publish our audited consolidated financial statements in Argentina in conformity with Argentine Banking GAAP as these are the rules and regulations applied by the Bank, our main subsidiary, which differ in certain significant respects from U.S. GAAP, and from Argentine GAAP. Note 35 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015.

On February 12, 2014, the Central Bank, through Communication “A” 5541, established the general guidelines towards conversion to International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) for preparing financial statements of the entities under its supervision with the temporary exception of paragraph 5.5 “Impairment” of IFRS 9 “Financial Instruments” (IFRS as issued by the IASB as adopted by the Central Bank). Note 33 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and IFRS, as they relate to us, and a reconciliation to IFRS of shareholders’ equity as of December 31, 2017 and January 1, 2017 and of net incomefirst time for the year ended December 31, 2018, with a transition date of January 1, 2017.

Our consolidated financial statements are presented in Argentine Pesos which is our functional currency.

IAS 29 establishes the conditions under which an entity shall restate its financial statements if it is located in an economic environment considered hyperinflationary. This standard requires that the financial statements of an entity that reports in the currency of a highly inflationary economy shall be stated in terms of the measuring unit current at the closing date of the latest reporting period, regardless of whether they are based on a historical cost approach or a current cost approach. To this end, in general terms, the inflation rate must be computed in the non-monetary items as from the acquisition date or the revaluation date, as applicable. These requirements also comprise the comparative information of the financial statements. Accordingly, the following selected consolidated financial data is stated in the measuring unit current as at December 31, 2019.

Solely for convenience of the reader, we have translated certain Peso amounts as of and for the year ended December 31, 2017 have been translated2019 into U.S. dollars. The rate used to translate such amounts as of December 31, 2017 was Ps.18.7742 to U.S.$1.00, which wasdollars at the reference exchange rate reported by the Central Bank for U.S. dollars as of December 29, 2017.31, 2019 which was Ps.59.895 to U.S.$1.00. U.S. dollar equivalent information should not be construed to imply that the Peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or any other rate.

 

 

Grupo Supervielle S.A.

 

 

 

Year ended December 31,

 

 

 

2017

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

(in thousands of Pesos or U.S. dollars, as indicated)

 

Consolidated Income Statement Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentine Banking GAAP:

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income(1)

 

U.S.$

825,317

 

Ps.

15,494,671

 

Ps.

10,794,579

 

Ps.

6,741,744

 

Ps.

4,751,352

 

Ps.

3,045,380

 

Financial expenses(2)

 

(329,936

)

(6,194,288

)

(4,866,525

)

(3,386,050

)

(2,464,526

)

(1,303,916

)

Gross financial margin

 

495,381

 

9,300,383

 

5,928,054

 

3,355,694

 

2,286,826

 

1,741,464

 

Loan loss provisions

 

(96,951

)

(1,820,169

)

(1,057,637

)

(543,844

)

(356,509

)

(350,535

)

Services fee income

 

264,899

 

4,973,272

 

3,527,516

 

2,835,708

 

2,162,820

 

1,765,659

 

Services fee expenses

 

(79,676

)

(1,495,848

)

(1,080,660

)

(778,492

)

(610,341

)

(421,587

)

Income from insurance activities

 

25,517

 

479,061

 

606,143

 

175,947

 

8,513

 

 

Administrative expenses

 

(446,923

)

(8,390,622

)

(6,060,281

)

(4,261,402

)

(3,013,842

)

(2,287,201

)

Income from financial transactions

 

162,248

 

3,046,077

 

1,863,135

 

783,611

 

477,467

 

447,800

 

Miscellaneous income

 

29,074

 

545,842

 

429,884

 

367,165

 

190,005

 

129,245

 

Miscellaneous losses

 

(20,053

)

(376,480

)

(458,946

)

(213,427

)

(91,761

)

(95,734

)

Non-controlling interests result

 

(314

)

(5,897

)

(22,166

)

(16,079

)

(13,707

)

(10,556

)

Income before income tax

 

170,955

 

3,209,542

 

1,811,907

 

921,270

 

562,004

 

470,755

 

Income tax

 

(41,146

)

(772,483

)

(500,603

)

(247,161

)

(199,084

)

(97,765

)

Net income for the fiscal period

 

129,809

 

2,437,059

 

1,311,304

 

674,109

 

362,920

 

372,990

 

U.S. GAAP:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

88,812

 

1,697,481

 

1,025,868

 

676,076

 

301,514

 

398,815

 

 

 

Grupo Supervielle S.A.

 

 

 

As of December 31,

 

 

 

2017

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

(in thousands of Pesos or U.S. dollars, as indicated)

 

Consolidated Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Argentine Banking GAAP:

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

U.S.$

592,807

 

Ps.

11,129,475

 

Ps.

8,166,132

 

Ps.

6,808,591

 

Ps.

3,649,084

 

Ps.

2,662,592

 

Government and corporate securities

 

817,400

 

15,346,036

 

2,360,044

 

931,881

 

1,008,080

 

483,990

 

Loans:

 

2,927,122

 

54,954,373

 

34,896,509

 

20,148,261

 

14,596,580

 

11,292,289

 

to the non-financial public sector

 

1,737

 

32,607

 

4,306

 

8,778

 

12,666

 

15,699

 

to the financial sector

 

22,337

 

419,366

 

473,414

 

181,734

 

3,514

 

36,029

 

To the non-financial private sector and foreign residents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Overdrafts

 

192,650

 

3,616,843

 

3,110,097

 

1,634,870

 

993,284

 

679,085

 

Promissory Notes(3)

 

825,316

 

15,494,647

 

9,426,568

 

5,984,777

 

5,583,705

 

4,472,631

 

Mortgage loans

 

82,548

 

1,549,765

 

78,057

 

50,032

 

69,554

 

83,660

 

Automobile and other secured loans

 

16,710

 

313,724

 

65,076

 

104,469

 

168,603

 

225,901

 

Personal loans

 

789,283

 

14,818,163

 

9,916,776

 

6,018,601

 

3,631,840

 

2,970,622

 

Credit card loans

 

424,308

 

7,966,037

 

6,678,578

 

5,677,922

 

3,688,328

 

2,410,111

 

Other

 

623,635

 

11,708,248

 

5,595,356

 

953,574

 

793,192

 

684,219

 

Accrued Interest, adjustments and exchange rate differences receivable

 

74,450

 

1,397,740

 

773,961

 

428,600

 

357,844

 

257,689

 

Documented interest

 

(44,161

)

(829,086

)

(324,795

)

(277,488

)

(287,605

)

(200,345

)

Other unapplied charges

 

(4

)

(83

)

(1,738

)

(295

)

(1,322

)

(1,012

)

Allowances

 

(81,686

)

(1,533,598

)

(899,147

)

(617,313

)

(417,023

)

(342,000

)

Other receivables from financial transactions

 

349,490

 

6,561,396

 

3,772,736

 

2,461,813

 

2,263,612

 

1,742,721

 

 

 

Grupo Supervielle S.A.

 

 

 

As of December 31,

 

 

 

2017

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

(in thousands of Pesos or U.S. dollars, as indicated)

 

Receivables from financial leases

 

134,184

 

2,519,201

 

1,527,855

 

1,074,977

 

583,846

 

511,880

 

Other assets

 

184,338

 

3,460,797

 

2,482,766

 

1,620,294

 

1,139,992

 

724,659

 

Total assets

 

5,005,341

 

93,971,278

 

53,206,042

 

33,045,817

 

23,241,194

 

17,418,131

 

Average Assets(4)

 

3,707,170

 

69,599,142

 

41,467,412

 

26,961,165

 

20,066,019

 

14,645,841

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

U.S.$

3,008,758

 

Ps.

56,487,027

 

Ps.

35,897,864

 

Ps.

23,716,577

 

Ps.

16,892,730

 

Ps.

12,819,178

 

Non-financial public sector

 

328,731

 

6,171,661

 

2,587,253

 

1,182,559

 

1,441,506

 

1,018,547

 

Financial sector

 

836

 

15,702

 

9,326

 

250,981

 

150,817

 

100,973

 

Non-financial private sector and foreign residents

 

2,679,191

 

50,299,664

 

33,301,285

 

22,283,037

 

15,300,407

 

11,699,658

 

Checking accounts

 

302,532

 

5,679,805

 

4,361,405

 

3,042,376

 

2,622,055

 

2,034,593

 

Savings accounts

 

1,575,513

 

29,578,994

 

13,205,937

 

7,753,696

 

5,352,593

 

3,640,102

 

Time deposits

 

693,233

 

13,014,886

 

11,677,322

 

10,034,025

 

6,651,006

 

5,426,409

 

Investment accounts

 

13,582

 

255,000

 

375,000

 

664,900

 

75,750

 

144,100

 

Other

 

94,330

 

1,770,979

 

3,681,621

 

788,040

 

599,003

 

454,454

 

Other liabilities from financial transactions and other miscellaneous liabilities

 

1,189,289

 

22,327,956

 

10,273,230

 

6,884,700

 

4,586,728

 

3,204,585

 

Non-controlling interests

 

612

 

11,497

 

103,397

 

70,830

 

54,750

 

41,960

 

Total liabilities

 

4,198,660

 

78,826,480

 

46,274,491

 

30,672,107

 

21,534,208

 

16,065,723

 

Average Liabilities(4)

 

3,196,853

 

60,018,357

 

36,480,913

 

24,866,415

 

18,464,430

 

14,433,187

 

Shareholders’ equity

 

806,681

 

15,144,798

 

6,931,551

 

2,373,710

 

1,706,986

 

1,352,408

 

Total liabilities and shareholders’ equity

 

5,005,341

 

93,971,278

 

53,206,042

 

33,045,817

 

23,241,194

 

17,418,131

 

Average shareholders’ equity(4)

 

510,317

 

9,580,785

 

4,986,499

 

2,094,750

 

1,601,589

 

1,212,654

 

U.S. GAAP:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

5,086,829

 

95,501,145

 

54,513,168

 

35,122,426

 

26,166,663

 

19,531,312

 

Total liabilities

 

4,346,180

 

81,596,047

 

48,014,492

 

32,858,882

 

24,626,175

 

18,247,809

 

Total shareholders’ equity

 

740,649

 

13,905,098

 

6,498,676

 

2,263,544

 

1,540,488

 

1,283,503

 


(1)         Includes gains related to non-deliverable forward (“NDF”) hedging transactions, which totaled Ps.0 million, Ps.0 million, Ps.228.2 million, Ps.0, and Ps.86.9 million,Our consolidated financial statements contained in this annual report differ in certain material respects from our financial statements as of December 31, 2017, 2016, 2015, 20142019 and 2013, respectively.

(2)         Includes expenses related to NDF hedging transactions, which totaled Ps.71.3 million, Ps. 39.0 million, Ps.0, Ps.96.2 million,2018 and Ps.0, as of December 31, 2017, 2016, 2015, 2014 and 2013, respectively.

(3)         Consists of unsecured checks and accounts receivable deriving from factoring transactions, and unsecured corporate loans which totaled Ps.5,238.4 million, Ps.3,102.8 million, Ps.2,399.3 million, Ps.1,547.5 million and Ps.979.9 million as of December 31, 2017, 2016, 2015, 2014 and 2013, respectively.

(4)         Calculated on a daily basis.

 

 

Grupo Supervielle S.A.

 

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

Selected Consolidated Ratios:

 

 

 

 

 

 

 

 

 

 

 

Argentine Banking GAAP:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin(1)

 

19.1

%

20.6

%

18.1

%

17.4

%

16.4

%

Net financial margin(2)

 

17.8

%

19.2

%

16.4

%

15.1

%

15.8

%

Net fee income ratio(3)

 

29.8

%

34.0

%

40.0

%

40.6

%

43.6

%

Efficiency ratio(4)

 

63.3

%

67.5

%

76.2

%

78.3

%

74.1

%

Fee income as a percentage of administrative expense

 

47.2

%

50.4

%

52.4

%

51.8

%

58.8

%

Return on average equity(5)

 

25.4

%

26.3

%

32.2

%

22.7

%

30.8

%

Return on average assets(6)

 

3.5

%

3.2

%

2.5

%

1.8

%

2.5

%

Cost/Assets

 

12.1

%

14.6

%

15.8

%

15.0

%

15.6

%

Basic earnings per share (in Pesos)(7)

 

6.20

 

4.10

 

4.42

 

2.92

 

3.00

 

Diluted earnings per share (in Pesos)

 

6.20

 

4.10

 

4.42

 

2.92

 

3.00

 

Basic earnings per share (in U.S.$)

 

0.33

 

0.26

 

0.34

 

0.34

 

0.46

 

Diluted earnings per share (in U.S.$)

 

0.33

 

0.26

 

0.34

 

0.34

 

0.46

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidity

 

 

 

 

 

 

 

 

 

 

 

Loans as a percentage of total deposits(8)

 

104.5

%

104.0

%

92.2

%

92.4

%

94.8

%

Loans as a percentage of total assets(8)

 

62.8

%

70.2

%

66.1

%

67.1

%

69.8

%

Liquid assets as a percentage of total deposits(9)

 

45.9

%

27.0

%

32.6

%

26.5

%

24.5

%

LCR Pro forma(14)

 

113.9

%

128.0

%

113.1

%

71.0

%

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

 

 

 

 

 

 

Total equity as a percentage of total assets

 

16.1

%

13.0

%

7.2

%

7.3

%

7.8

%

Average equity as a percentage of average assets

 

13.8

%

12.0

%

7.8

%

8.0

%

8.3

%

Total liabilities as a multiple of total shareholders’ equity

 

5.2

 

6.7

 

12.9

 

12.6

 

11.9

 

Tangible equity ratio(10)

 

15.8

%

12.6

%

6.5

%

6.5

%

6.7

%

Regulatory capital/ Risk weighted assets(11)

 

13.9

%

12.5

%

8.7

%

8.9

%

9.0

%

Regulatory capital/ Risk weighted assets Pro forma

 

19.6

%

13.8

%

8.7

%

8.9

%

9.0

%

Risk weighted assets/total assets

 

80.1

%

92.4

%

103.8

%

113.3

%

113.3

%

Tier 1 Capital / Risk weighted assets(12)

 

12.6

%

10.9

%

6.7

%

6.9

%

6.7

%

Tier 1 Pro forma(13)

 

18.4

%

12.3

%

6.7

%

6.9

%

6.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Asset Quality

 

 

 

 

 

 

 

 

 

 

 

Non-performing loans as a percentage of total loans(15)

 

2.8

%

2.8

%

3.2

%

3.0

%

3.0

%

Allowances as a percentage of total loans

 

2.6

%

2.4

%

2.9

%

2.7

%

2.9

%

Cost of risk(16)

 

4.2

%

4.0

%

3.1

%

2.9

%

3.8

%

Allowances as a percentage of non-performing loans(15)

 

91.8

%

87.1

%

89.7

%

88.9

%

94.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Other Data

 

 

 

 

 

 

 

 

 

 

 

Dividends paid to the common shares (Ps. million)(17)

 

243.7

 

65.5

 

19.2

 

2.7

 

4.5

 

Dividends paid to the preferred shares (Ps. million)

 

 

 

6.0

 

4.7

 

3.9

 

Dividends per common share (Ps.)

 

0.5

 

0.2

 

0.1

 

0.0

 

0.0

 

Dividends per preferred share (Ps.)(18)

 

 

 

1.9

 

2.9

 

2.4

 

Employees

 

5,320

 

4,982

 

4,843

 

4,579

 

4,570

 

Branches and sales points(19)

 

326

 

320

 

325

 

322

 

353

 

ATMs and self-service terminals(19)

 

704

 

661

 

649

 

632

 

588

 


(1)              Net interest income divided by average interest-earning assets.

(2)              Gross financial margin divided by average interest-earning assets.

(3)              Net services fee income divided by the sum of gross financial margin and net services fee income.

(4)              Administrative expenses divided by the sum of gross financial margin, services fee income and expenses and income from insurance activities.

(5)              Net income divided by average shareholders’ equity, calculated on a daily basis and measured in local currency.

(6)              Net income divided by average assets, calculated on a daily basis and measured in local currency.

(7)              Basic earnings per share (in Pesos) are based upon the weighted average of Grupo Supervielle’s outstanding shares, which were Ps.392.8 million for the yearyears ended December 31, 2017, Ps.319.8 million for the year ended December 31, 2016, Ps.151.8 million for the year ended

December 31, 2015, Ps.122.9 million for the year ended December 31, 2014 and Ps.122.9 million for the year ended December 31, 2013. In January 2016, the stock of preferred shares was converted to Class B shares.

(8)              Loans include loans and receivables from financial leases.

(9)              Liquid assets include cash, securities issued by the Central Bank (Las Letras del Banco Central (LEBAC) and NOBACs) and other government securities.

(10)       (Total equity - Intangible assets)/(Total assets - Intangible assets). Intangible assets as of December 31, 2017, 2016, 2015, 2014 and 2013 amounted to Ps.324.5 million, Ps.285.5 million, Ps.252.0 million, Ps.216.0 million and Ps.197.0 million, respectively.

(11)       Regulatory capital divided by risk weighted assets taking into account operational and market risk since 2013. This ratio applies only to the Bank and CCF on a consolidated basis and does not include the liquidity held at the holding company level.

(12)       Tier 1 capital divided by risk weighted assets taking into account credit risk, operational and market risk since 2013.

(13)       As of December 31, 2017 and December 31, 2016, Tier 1 Pro Forma includes Ps.4.3 billion and Ps.805.0 million, respectively, from the IPO proceeds retained at the Grupo Supervielle level, which are available for further capital injections in its subsidiaries.

(14)       LCR ratio includes the net liquidity held at the holding company level.

(15)       Non-performing loans include all principal amounts of loans to borrowers classified as “3-with problems/medium risk”, “4-high risk of insolvency/high risk”, “5-uncollectible”, and “6-uncollectible, classified as such under regulatory requirements” under the Central Bank loan classification system. See “ Item 4.D Property, plants and equipment—Selected Statistical Information—Loans and Financings—Portfolio Classification.”

(16)       Loan Loss Provisions divided by Average Loans.

(17)       Dividend in relation with the result of each year, declared and paid in the following year.

(18)       In January 2016, all shares of preferred stock were converted to Class B shares. No dividends on the preferred shares were paid in 2017 or 2016.

(19)       As of the date of this annual report, we have 340 branches and aales points and 714 ATMs and self-service terminals.

Exchange Rates

From April 1, 1991 until the end of 2001, Law No. 23,928 (the “Convertibility Law”) established a regime under which the Central Bank was obliged to sell U.S. dollars at a fixed rate of one Peso per U.S. dollar. On January 6, 2002, the Argentine Congress enacted Law No. 25,561 (as amended and supplemented, the “Public Emergency Law”), formally ending the regime of the Convertibility Law, abandoning over ten years of U.S. dollar-Peso parity and eliminating the requirement that the Central Bank’s reserves in gold, foreign currency and foreign currency denominated debt be at all times equivalent to 100% of the monetary base.

The Public Emergency Law, which ceased to be in effect on December 31, 2017, granted the Argentine government the power to set the exchange rate between the Peso and foreign currencies and to issue regulations related to the foreign exchange market. The state of emergency on social matters was further extended until December 31, 2019. Following a brief period during which the Argentine government established a temporary dual exchange rate system, pursuant to the Public Emergency Law, the Peso has been allowed to float freely against other currencies since February 2002, although the Central Bank has the power to intervene by buying and selling foreign currency for its own account, a practice in which it engages on a regular basis.

From 2011 to 2015, the Argentine government increased controls on exchange rates and the transfer of funds into and out of Argentina. With the tightening of exchange controls beginning in late 2011, in particular with the introduction of measures that allowed limited access to foreign currency by private companies and individuals (such as requiring an authorization of AFIP to access the foreign currency exchange market), the implied exchange rate, as reflected in the quotations for Argentine securities that trade in foreign markets, compared to the corresponding quotations in the local market, increased significantly over the official exchange rate. Most foreign exchange restrictions were lifted in December 2015, May 2016 and August 2016, reestablishing Argentine residents’ rights to purchase and remit outside of Argentina foreign currency with no maximum amount and without specific allocation or the need to obtain prior approval. As a result, since December 2015 the substantial spread between the official exchange rate and the implicit exchange rate derived from securities transactions has substantially decreased.

After several years of moderate variations in the nominal exchange rate, in 2012 the Peso lost approximately 14.0% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluation of the Peso with respect to the U.S. dollar that exceeded 30.0%, including a loss of approximately 24.0% in January 2014. In 2015, the Peso lost approximately 52.0% of its value with respect to the U.S. dollar, including a 10.0% devaluation from January 1, 2015 to September 30, 2015 and a 38.0% devaluation during the last quarter of the year 2015, mainly concentrated after December 16, 2015. In 20162019, 2018 and 2017 the Peso lost approximately 21.9%prepared in accordance with Argentine Banking GAAP and 18.4% of its value against the U.S. dollar, respectively. In the first two months of 2018, the Peso lost approximately 7.1% of its value against the U.S. dollar.filed with theCNV.

The following table sets forth the annual high, low, average and period-end exchange rates for the periods indicated, expressed in Pesos per U.S. dollar and not adjusted for inflation. There can be no assurance that the Peso will not depreciate or appreciate again in the future. The Federal Reserve Bank of New York does not report a noon buying rate for Pesos.

 

 

 

Exchange Rates

 

 

 

High(1)

 

Low(1)

 

Average(1)(2)

 

Period-end(1)(3)

 

2013

 

6.5180

 

4.9228

 

5.4789

 

6.5180

 

2014

 

8.5555

 

6.5430

 

8.1188

 

8.5520

 

2015

 

13.7633

 

8.5537

 

9.2689

 

13.0050

 

2016

 

16.0392

 

13.0692

 

14.7794

 

15.8502

 

2017

 

18.8300

 

15.1742

 

16.5665

 

18.7742

 

October 2017

 

17.6775

 

17.3217

 

17.4528

 

17.6713

 

November 2017

 

17.6700

 

17.3307

 

17.4925

 

17.3845

 

December 2017

 

18.8300

 

17.2600

 

17.7001

 

18.7742

 

2018

 

 

 

 

 

 

 

 

 

January 2018

 

19.6500

 

18.4100

 

19.0200

 

19.6500

 

February 2018

 

20.1600

 

19.4700

 

19.8409

 

20.1150

 

March 2018

 

20.3875

 

20.1433

 

20.2378

 

20.1433

 

April 2018 (through April 25, 2018)

 

20.2595

 

20.1450

 

20.1955

 

20.2595

 

  Grupo Supervielle S.A.
  For the year endedDecember 31,
  2019 2018 2017
  U.S.$. Ps. Ps. Ps.
  (in thousands of Pesos or U.S. dollars, as indicated)
Consolidated Income Statement Data IFRS:    
Interest income 747,885  44,794,595  46,790,036  34,250,524 
Interest expenses (582,911) (34,913,451) (26,787,390) (12,782,957)
Net interest income 164,974  9,881,144  20,002,646  21,467,567 
Net income from financial instruments (NIFFI) at fair value through profit or loss 349,962  20,960,966  9,707,395  5,454,354 
Exchange rate difference on gold and foreign
currency
 (5,411) (324,070) 1,733,237  604,734 
NIFFI and Exchange Rate Differences 344,551  20,636,896  11,440,632  6,059,088 
Net Financial Income 509,525  30,518,040  31,443,278  27,526,655 
Service fee income 143,578  8,599,607  9,118,706  9,327,965 
Service fee expenses (37,465) (2,243,970) (2,181,620) (1,877,412)
Income from insurance activities 23,263  1,393,356  1,305,522  1,383,709 
Net Service Fee Income 129,376  7,748,993  8,242,608  8,834,262 
Subtotal 638,901  38,267,033  39,685,886  36,360,917 
Result from exposure to changes in the purchasing power of money (89,483) (5,359,565) (9,253,021) (3,986,190)
Other operating income 46,002  2,755,267  3,805,134  2,827,476 
Loan loss provisions (129,174) (7,736,868) (7,967,031) (6,204,348)
Net Operating Income 466,246  27,925,867  26,270,968  28,997,855 
Personnel expenses 236,485  14,164,289  13,504,300  13,439,165 
Administration expenses 126,447  7,573,543  8,615,396  7,566,294 
Depreciations and impairment of non-financial assets 30,298  1,814,671  665,154  956,819 
Other operating expenses 106,157  6,358,291  6,633,161  6,394,542 
Income / (loss) before taxes (33,141) (1,984,927) (3,147,043) 641,035 
Income tax (2,817) (168,695) (1,555,074) (1,802,869)
Net loss for the year (35,958) (2,153,622) (4,702,117) (1,161,834)
Net loss for the year attributable to owners of the parent company (35,924) (2,151,600) (4,658,050) (1,160,465)
Net loss for the year attributable to non-controlling interest (34) (2,022) (44,067) (1,369)
Other Comprehensive Income (798) (47,833) 371,617  72,120 
Other comprehensive income attributable to parent company (796) (47,701) 371,231  72,100 
Other comprehensive income attributable to non-controlling interest (2) (132) 386  20 
Comprehensive Loss (36,756) (2,201,455) (4,330,500) (1,089,714)
Comprehensive loss for the year attributable to owners of the parent company (36,720) (2,199,301) (4,286,819) (1,088,365)
Comprehensive loss for the year attributable to non-controlling interest (36) (2,154) (43,681) (1,349)

 

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  U.S.$. Ps. Ps. Ps.
  (in thousands of Pesos or U.S. dollars, as indicated)
ASSETS            
Cash and due from banks 440,823  26,403,099  51,822,372  25,205,322 
Cash 146,107  8,751,111  7,368,112  6,902,384 
Financial institutions and correspondents 294,716  17,651,988  44,454,260  18,302,938 
Argentine Central Bank 265,922  15,927,336  42,132,824  16,011,978 
Other local financial institutions 28,295  1,694,742  2,305,439  2,177,115 
Others 499  29,910  15,997  113,845 
Debt Securities at fair value through profit or loss 9,492  568,501  23,247,329  25,902,184 
Derivatives 4,301  257,587  24,496  61,133 
Repo transactions       7,608,341 
Other financial assets 35,009  2,096,866  2,612,157  3,674,743 
Loans and other financing 1,469,405  88,010,011  118,771,635  134,001,359 
To the non-financial public sector 482  28,872  50,460  74,060 
To the financial sector 1,077  64,522  613,101  902,009 
To the non-financial private sector and foreign residents 1,467,846  87,916,617  118,108,074  133,025,290 
Other debt securities 174,615  10,458,556  6,631,861  815,144 
Financial assets in guarantee 89,051  5,333,704  3,087,750  2,955,457 
Current income tax assets 1,711  102,458  910,777  277,603 
Inventories 742  44,455  107,557  240,449 
Investments in equity instruments 243  14,579  16,005  105,961 
Property, plant and equipment 66,818  4,002,078  3,359,290  3,169,795 
Investment property 67,697  4,054,737  635,877  441,610 
Intangible assets 73,003  4,372,514  4,170,146  706,737 
Deferred income tax assets 27,902  1,671,195  1,264,222  1,779,810 
Non-current assets held for sale     4,307   
Other non-financial assets 21,610  1,294,351  1,367,029  1,082,140 
TOTAL ASSETS 2,482,422  148,684,691  218,032,810  208,027,788 
             
LIABILITIES            
Deposits 1,486,070  89,008,177  145,996,201  128,119,290 
Non-financial public sector 91,329  5,470,177  17,083,822  14,017,493 
Financial sector 469  28,098  38,821  35,663 
Non-financial private sector and foreign residents 1,394,272  83,509,902  128,873,558  114,066,134 
Liabilities at fair value through profit or loss 3,165  189,554  412,403   
Derivatives     144,944   
Repo transactions 5,340  319,817     
Other financial liabilities 152,192  9,115,565  6,564,396  8,883,137 
Financing received from the Argentine Central Bank and other financial institutions 150,557  9,017,597  12,357,106  8,008,155 
Unsubordinated negotiable Obligations 101,619  6,086,475  14,317,445  19,507,851 
Current income tax liabilities     1,217,233  1,873,619 
Subordinated negotiable obligations 35,393  2,119,888  2,128,759  1,557,801 
Provisions 11,303  677,018  133,703  182,071 
Deferred income tax liabilities 8,453  506,291  343,586  45,854 
Other non-financial liabilities 137,055  8,208,914  8,314,639  8,634,696 
TOTAL LIABILITIES 2,091,147  125,249,296  191,930,415  176,812,474 
SHAREHOLDERS’ EQUITY 391,275  23,435,395  26,102,395  31,215,314 
Shareholders’ equity attributable to owners of the parent company 390,947  23,415,797  26,080,725  30,873,343 
Shareholders’ equity attributable to non-controlling interests 328  19,598  21,670  341,971 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 2,482,422  148,684,691  218,032,810  208,027,788 


(1)         Reference exchange rate published by the Central Bank.

(2)         Based on daily averages.

(3)         The exchange rate used in our audited consolidated financial statements.

 

  Grupo Supervielle S.A.
  As of and for the year ended December 31,
  2019 2018 2017
SELECTED RATIOS         
Return on average equity(1) (9.2%) (16.2%) (4.7%)
Return on average assets(2) (1.1%) (1.9%) (0.6%)
Net Interest Margin(3) 21.0%  17.0%  18.4% 
Net Fee Income Ratio(4) 28.6%  28.6%  31.4% 
Efficiency Ratio(5) 62.7%  61.8%  66.3% 
Cost/assets(6) 10.9%  9.5%  11.2% 
Basic earnings per share (in Pesos)(7) (4.7) (10.2) (2.5)
Diluted earnings per share (in Pesos)  n/a  n/a   n/a 
Basic earnings per share (in U.S.$.)(8) (0.1) (4.7) (0.0)
Diluted earnings per share (in U.S.$.)(8)  n/a  n/a   n/a 
Liquidity and Capital         
Loans to Total Deposits(9) 106.5%  86.6%  110.1% 
Total Equity / Total Assets 15.7%  12.0%  14.8% 
Pro forma Consolidated Capital / Risk weighted assets(10) 12.1%  14.0%  19.6% 
Pro forma Consolidated Tier1 Capital / Risk weighted assets(10) 11.3%  12.9%  17.2% 
LCR Pro forma(10) 150.3%  173.4%  113.9% 
Risk Weighted Assets/Assets(10) 87.2%  73.0%  81.7% 
Asset Quality         
Non-performing loans as a percentage of Total Loans 7.4%  4.1%  3.1% 
Allowances as apercentageof Total Loans 7.1%  6.0%  5.0% 
Cost of risk(11) 7.5%  5.4%  5.0% 
Cost of risk, net(12) 7.1%  5.1%  4.7% 
Coverage Ratio(13) 96.0%  147.2%  162.3% 
Other Data         
Dividends paid to ordinary shares (Ps.million) 426.0  466.1  505.1 
Dividends per ordinary share (Ps.) 0.9  0.7  1.1 
Employees 5,019  5,253  5,236 
Branch and sales points 316  317  326 
ATMs, self service terminals and cash dispensers with biometric identification 955  920  704 
(1)Attributable comprehensive income divided by average shareholders’ equity, calculated on a daily basis and measured in local currency.
(2)Attributable Comprehensive Income divided by average assets, calculated on a daily basis and measured in local currency.
(3)Net interest income + Net income from financial instruments at fair value through profit or loss + Exchange rate differences on gold and foreign currency, divided by average interest-earning assets. Since 2019, the Net Interest Margin ratio (“NIM”) also includes the exchange rate differences and net gains or losses from currency derivatives representing more accurately our financial margin and spreads. This ratio coincides with the net financial margin ratio published in previous years (now renamed as NIM).
(4)Net services fee income + Income from insurance activities divided by the sum of Net interest income + Net income from financial instruments at fair value through profit or loss + Exchange rate differences on gold and foreign currency, net Services fee income, Income from insurance activities, etc.
(5)Personnel, Administrative expenses and Depreciation & Amortization divided by the sum of Net interest income + Net income from financial instruments at fair value through profit or loss + Exchange rate differences on gold and foreign currency, net Services fee income, Income from insurance activities and Other net operating income.
(6)Administration expenses divided by average assets, calculated on a daily basis.
(7)Basic earnings per share (in Pesos) are based upon the weighted average of Grupo Supervielle’s outstanding shares, which were Ps.456.7 million for the year ended December 31, 2019 and 2018 and 392.8 million for the year ended December 31, 2017.

Item 3.BCapitalization and indebtedness


 

(8)Peso amounts have been translated into U.S. dollars at the reference exchange rate reported by the Central Bank as of December 31, 2019 which was Ps.59.895 to U.S.$1.00.
(9)Loans and Leasing before allowances divided by total deposits.
(10)For the calculation of these line items, see “Item 4.B – Business Overview – Banking Regulation and Supervision.”Proforma ratios include the liquidity retained at the holding company (Grupo Supervielle) level, which are available for future capital injections to our subsidiaries in order to fund our growth strategy.
(11)Loan loss provisions divided by average loans, calculated on a daily basis.
(12)Loan loss provisions including recovered loan loss provisions divided by average loans, calculated on a daily basis.
(13)Allowances for loan losses divided by non-performing loans.
Item 3.BCapitalization and indebtedness

Not applicable.

Item 3.CReasons for the offer and use of proceeds

Item 3.CReasons for the offer and use of proceeds

Not applicable.

Item 3.DRisk Factors

Item 3.DRisk Factors

You should carefully consider the risks described below, as well as the other information in this annual report. Our business, results of operations, financial condition or prospects could be materially and adversely affected if any of these risks occurs. In general, investors take more risk when they invest in the securities of issuers in emerging markets such as Argentina than when they invest in the securities of issuers in the United States and other more developed markets. The risks described below are those known to us and that as of the date of this annual report believe may materially affect us.

Risks Relating to Argentina

Substantially all of our operations, property and customers are located in Argentina. As a result, the quality of our assets, our financial condition and the results of our operations are dependent upon the macroeconomic, regulatory, social and political conditions prevailing in Argentina from time to time. These conditions include growth rates, inflation rates, exchange rates, taxes, foreign exchange controls, changes to interest rates, changes to government policies, social instability, and other political, economic or international developments either taking place in, or otherwise affecting, Argentina.

The ongoing COVID-19 pandemic and government measures to contain the virus are adversely affecting our business and results of operations, and, as conditions are evolving rapidly, we cannot accurately predict the ultimate impact on the Group.

In December 2019, a novel strain of coronavirus (SARS-COV-2) causing a severe acute respiratory syndrome (“COVID-19”) was reported to have surfaced in Wuhan, China. COVID-19 has since spread across the world, including Argentina, and on March 11, 2020, the World Health Organization declared COVID-19 a pandemic. By late April, around 4,000 cases had been confirmed in Argentina. In response, countries have adopted extraordinary measures to contain the spread of the virus, including imposing travel restrictions and closing borders, requiring closures of non-essential businesses, instructing residents to practice social distancing, issuing stay at home orders, implementing quarantines and similar actions. The ongoing pandemic and these extraordinary government measures are disrupting global economic activity and resulting in significant volatility in global financial markets. According to the IMF, the global economy has recently entered into a recession.

5

The Argentine government has adopted multiple measures in response to the COVID-19 pandemic, including a nationwide mandatory lockdown that began on March 19, 2020 and has been extended several times, most recently through May 10, 2020. The government has also required the mandatory shutdown of businesses not considered essential, including initially the closure of bank branches.

At the same time, in order to mitigate the economic impact of the COVID-19 pandemic and mandatory lockdown and shutdown of non-essential businesses, the Argentine government has adopted social aid, monetary and fiscal measures. We cannot assure you whether these measures will be sufficient to prevent a severe economic downturn in Argentina, particularly if current conditions are prolonged and if Argentina’s main trading partners are concurrently facing an economic recession. However, the Argentine government may have more limited resources at this time to support the country’s economy; the pandemic has struck at a time when Argentina is struggling to pull out of a two year recession and the government is seeking to restructure the country’s large sovereign debt.

Some of the measures adopted by the Argentine government may adversely affect financial institutions, such as our Group. These temporary measures include (i) postponement of loan payments without punitive interests, (ii) prohibiting banks to charge fees for ATM transactions, (iii) freezing mortgage payments and suspending foreclosures, (iv) the automatic refinancing of credit card payments and reduction of the maximum interest rates that can be charged on credit cards, (v) imposing a minimum interest rate to be paid on time deposits under Ps.1 million made by individuals, and (vi) forbidding bank account closures. Additionally, some of the government measures are aimed at encouraging bank lending, such as (i) limitations on banks’ holdings of notes from the Central Bank (LELIQ), in order to make liquidity available and encourage the provision of credit lines to SMEs, (ii) lowering of reserve requirements on loans to households and SMEs, and (iii) the easing of bank loan classification rules (providing an additional 60 days of non-payment before a loan is required to be classified as non-performing). Moreover, banks may not distribute dividends until at least June 30, 2020 or carry out employees’ layoffs until at least May 30, 2020. For more information on regulations in connection with the COVID-19 pandemic and their impact on our Group, see “Item 4.B.—Business Overview—Argentine Banking Regulations – Government Measures in Response to the Ongoing COVID-19 Pandemic” and “Item 5.A Operating Results – The Ongoing COVID-19 Pandemic.” Although these measures may help attenuate the economic impact on the Argentine economy overall, they may have a negative impact on our business and results of operations. 

The ongoing COVID-19 pandemic and government measures taken to contain the spread of the virus are adversely affecting our business and results of operations. Our branches were required to remain closed during the second half of March 2020, and were subsequently only gradually allowed to open with limited operations. As of the date of this annual report, banks are permitted to open to provide limited services to clients, in each case with prior appointment, provided that certain health and safety requirements set forth by the Central Bank are complied with. Additionally, we have transitioned a significant part of our workforce to work remotely, which may exacerbate certain risks to our business, including an increased reliance on information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal information. Moreover, we face various risks arising from the economic impact of the pandemic and government measures which are difficult to predict accurately at this time, such as (i) a higher risk of impairment of our assets, (ii) lower revenues as a consequence of the temporary restrictions on charging certain fees to customers, and as a result of lower interest rates on loans promoted by the Central Bank, (iii) a possible significant increase in loan defaults and credit losses, with a consequent increase in loan loss provisions, and (iv) a decrease in credit demand and in our business activity in general, particularly new retail lending.

We are continuing to monitor the impact of the ongoing COVID-19 pandemic on the Group. The ultimate impact of the pandemic on our business, results of operations and financial condition remains highly uncertain and will depend on future developments outside of our control, including the intensity and duration of the pandemic and the government measures taken in order to contain the virus or mitigate the economic impact. To the extent the COVID-19 pandemic adversely affects our business, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition.

The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. As a consequence, our business and operations have been, and could in the future be, affected from time to time to varying degrees by economic and political developments and other material events affecting the Argentine economy, such as: inflation; price controls; foreign exchange controls; fluctuations in foreign currency exchange rates and interest rates; governmental policies

regarding spending and investment, national, provincial or municipal tax increases and other initiatives increasing government involvement with economic activity; civil unrest and local security concerns. You should make your own investigation into Argentina’s economy and its prevailing conditions before making an investment in us.

During 2001 and 2002, Argentina went through a period of severe political, economic and social crisis. Among other consequences, the crisis resulted in Argentina defaulting on its foreign debt obligations, introducing emergency measures and numerous changes in economic policies that affected utilities, financial institutions, and many other sectors of the economy. Argentina also suffered a significant real devaluation of the Peso, which in turn caused numerous Argentine private sector debtors with foreign currency exposure to default on their outstanding debt. After recovering significantly fromIn the 2001-2002 crisis, the pace of growth of Argentina’s economy diminished, suggesting uncertainty as to whether the growth experienced between 2003 and 2011 was sustainable. Economic growth was initially fueled by a significant devaluation of the Peso, the availability of excess production capacity resulting from a long period of deep recession and high commodity prices. In spite of the growth following the 2001-2002 crisis, the economy has suffered a sustained erosion of direct investment and capital investment. The global economic crisis of 2008 led to a sudden economic decline in Argentina during 2009, accompanied by inflationary pressures, devaluation of the Peso and a drop in consumer and investor confidence. Real GDP growth recovered in 2010 and 2011, with GDP increasing to 9.5% and 8.4%, respectively. However, GDP growth slowed to 0.8% in 2012 and then grew by 2.3% in 2013. According to the revised calculation of the 2004 GDP published by INDEC on June 24, 2016, GDP increased 8.9% in 2005, 8.0% in 2006, 9.0% in 2007, 4.1% in 2008 and decreased 5.9% in 2009. In 2010 and 2011,past three years, GDP grew 10.1% and 6.0%, respectively and decreased 1.0%2.7% in 2012. GDP grew 2.4% in 2013,2017, but it contracted 2.5% in 2014, grew 2.6% in 20152018 and decreased 2.2% in 2016. However, during 2017, Argentina’s real GDP increased by 2.9% compared to 2016, according to the information published by INDEC on March 21, 2018.

Economic conditions in Argentina from 2012 to 2015 included increased inflation, continued demand for wage increases, a rising fiscal deficit and limitations on Argentina’s ability to service its restructured debt in accordance with its terms due to its ongoing litigation with holdout creditors. In addition, beginning in the second half of 2011, an increase in local demand for foreign currency caused the Argentine government to strengthen its foreign exchange controls, most of which were eased by the Macri Administration. See “—The implementation in the future of new exchange controls, restrictions on transfers abroad and capital inflow restrictions could limit the availability of international credit and could threaten the financial system, which may adversely affect the Argentine economy and, as a result, our business.”

Since 2007, the INDEC has experienced a process of institutional and methodological reforms that have given rise to controversy with respect to the reliability of the information that it produces including inflation, GDP and unemployment data. Reports published by the International Monetary Fund (“IMF”) state that their staff uses alternative measures of inflation for macroeconomic surveillance, including data produced by private sources, which have shown inflation rates considerably higher than those published by the INDEC since 2007. The IMF has also censured Argentina for failing to make sufficient progress, as required under the Articles of Agreement of the IMF, in adopting remedial measures to address the quality of official data, including inflation and GDP data. In February 2014, the INDEC released a new inflation index, known as National Urban Consumer Price Index (Indice de Precios al Consumidor Nacional Urbano) that measures prices on goods across the country and replaces the previous index that only measured inflation in the urban sprawl of the City of Buenos Aires. Even though the new methodology brought inflation statistics closer to those estimated by private sources, material differences between official inflation data and private estimates remained in 2015. On January 2016, based on its determination that INDEC had failed to produce reliable statistical information, the Macri administration declared a state of administrative emergency for the national statistical system and INDEC until December 31, 2016, which was not renewed. As consequence of the declaration of emergency, the INDEC ceased publishing certain statistical data until June 16, 2016, when it resumed publishing inflation rates, and began to release revised data, including GDP, poverty, foreign trade and balance of payments statistics, among others. See “—If the current levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected.”

After recovering significantly from the 2001-2002 crisis, the pace of growth of Argentina’s economy diminished, suggesting uncertainty as to whether the growth experienced between 2003 and 2011 was sustainable. Economic growth was initially fueled by a significant devaluation of the Peso, the availability of excess production capacity resulting from a long period of deep recession and high commodity prices. In spite of the growth following the

2001-2002 crisis, the economy suffered a sustained erosion of direct investment and capital investment. The global economic crisis of 2008 led to a sudden economic decline in Argentina during 2009, accompanied by inflationary pressures, devaluation of the Peso and a drop in consumer and investor confidence.

Economic conditions in Argentina from 2012 to 2015 included increased inflation, continued demand for wage increases, a rising fiscal deficit and limitations on Argentina’s ability to service its restructured debt in accordance with its terms due to its ongoing litigation with holdout creditors. In addition, beginning in the second half of 2011, an increase in local demand for foreign currency caused the Argentine government to strengthen its foreign exchange controls. However, as of the issuance of Communication “A” 6037 by the Central Bank, which became effective on August 9, 2016, the government eliminated the monthly caps to the acquisition of foreign currency for non-specific purposes (Atesoramiento). During 2014, 2015, 2016 and 2017 the government imposed price controls on certain goods and services to control inflation. These price controls will remain in effect until April 2018, but as of the date of this annual report, there is uncertainty regarding what other specific actions will be taken to control inflation.

Presidential and Congressional elections in Argentina took place on October 25, 2015, and a runoff election (ballotage) between the two leading Presidential candidates was held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. The Macri administration assumed office on December 10, 2015.

Since assuming office, the Macri administration has implemented several significant economic and policy reforms, including those related to foreign exchange, the INDEC, financial policy, foreign currency-denominated bonds, foreign trade reforms, amendment to the Capital Markets Law, Tax Amnesty Law, correction of monetary imbalances, retiree program, fiscal policy, national electricity state of emergency and reforms, tariff increases and increase in minimum income.

Congressional elections were held in October 22, 2017 and President Macri’s governing coalition obtained the largest share of votes at the national level. However, even when the number of coalition members in Congress increased (holding in the aggregate 107 of a total of 257 seats in the House of Representatives and 24 of a total of 72 seats in the Senate), it still lacks a majority in either chamber of the Argentine Congress and, as a result, some or all of the Macri administration’s reforms aimed at improving the economy and investment environment (including the reduction of the fiscal deficit, reduction of the inflation rate and fiscal and labor reforms, among others) may not be implemented, which could adversely affect the continued improvement of the economy and investment environment. Any lack of ability of the Macri administration to adequately implement its measures as a consequence of the lack of sufficient political support could adversely affect the economy and the financial situation of Argentina, and, in turn our business, our financial and patrimonial situation and our results of operations. Argentina’s economy has undergone a significant slowdown, and any further decline in Argentina’s rate of economic growth could adversely affect our business, financial condition and results of operations. On the other hand, on November 16, 2017, the Argentine government, the governors of the majority of the Argentine provinces, including the Province of Buenos Aires, and the Head of Government of the City of Buenos Aires entered into an agreement pursuant to which guidelines were established in order to harmonize the tax structures of the different provinces and the City of Buenos Aires. Among other commitments, the provinces and the City of Buenos Aires agreed to gradually reduce the tax rates applicable to stamp tax and turnover tax within a five-year period, and withdraw their judicial claims against the Argentine government in connection with the federal co-participation regime. In exchange for this, the Argentine government, among other commitments, agreed to (i) compensate the provinces and the City of Buenos Aires (provided they enter into the agreement) for the effective reduction of its resources in 2018, resulting from the proposed elimination of section 104 of the Income Tax Law, quarterly updating such compensation in the following years, and (ii) issue a 11-year bond whose funds generate services for Ps.5,000 million in 2018 and Ps.12,000 every year starting from 2019, to be distributed among all the provinces, with the exception of the Province of Buenos Aires and the City of Buenos Aires, according to the effective distribution coefficients resulting from the federal co-participation regime. The provincial governments which took part in this agreement have committed to file, within the next 30 days after the execution of the agreement, the necessary draft bills for its implementation and authorize their respective executive branches to ensure its fulfilment. This agreement is effective in those provinces where their respective legislative branches have passed it. On December 22, the Argentine Congress passed the projects on fiscal consensus and fiscal liability (“Consenso Fiscal” and “Ley de Responsabilidad Fiscal”, respectively), with some amendments.

On November 13, 2017, the Argentine government submitted a draft bill to Congress concerning a series of amendments to the Capital Markets Law, the Mutual Funds Law No. 24,083 and the Argentine Negotiable Obligations Law, among others. Furthermore, the bill provides for the amendment of certain tax provisions, regulations relating to derivatives and the promotion of a financial inclusion program. As of the date of this annual report the draft bill is under consideration by the Argentine Congress and has not yet been approved.

On December 27, 2017, the Argentine Congress approved a tax reform that came into force on December 29, 2017 as Law No. 27,430 (the “Tax Reform Law”). The reform is intended to eliminate certain of the existing complexities and inefficiencies of the Argentine tax regime, diminish tax evasion, increase the coverage of income tax as applied to individuals and encourage investment while sustaining its medium and long term efforts aimed at restoring fiscal balance. The reform is part of a larger program announced by President Macri intended to increase the competitiveness of the Argentine economy (including by reducing the fiscal deficit) as well as employment, and diminish poverty on a sustainable basis. The main aspects of the Tax Reform Law include: (i) interest and capital gains realized by individuals that are Argentine tax residents on sales of real estate (subject to certain exceptions, including a primary residence exemption) acquired after the enactment of the bill will be subject to tax at the rate of 15%, calculated on the acquisition cost adjusted for inflation; (ii) income obtained from currently exempt bank deposits and sales of securities (including government securities) by individuals that are Argentine tax residents will be subject to tax at the rate of (a) 5% in the case of those denominated in pesos, subject to fixed interest rate and not indexed, and (b) 15% for those denominated in a foreign currency or indexed; income obtained from the sales of shares made on a stock exchange will remain exempt, subject to compliance with certain requirements; (iii) corporate income tax will initially decline to 30% in 2019 and 2020 and to 25% starting in 2021 and withholding taxes will be assessed on certain dividends or distributed profits bringing the total effective tax rate on corporate profits to 35%; (iv) social security contributions will be gradually increased to 19.5% starting in 2022, in lieu of the differential scales currently in effect; (v) the percentage of tax debits and credits that can be credited towards income tax will be gradually increased over a five year period, from the current 17% for credits to 100% for credits and debits; and (vi) holders of notes issued by the federal government, the provinces and municipalities of Argentina and the City of Buenos Aires that are not Argentine tax residents will be exempt from Argentine income taxes on interest and capital gains to the extent such beneficiaries do not reside in or channel their funds through non-cooperating jurisdictions. The non-cooperating jurisdictions list will be prepared and published by the executive branch. Short-term notes issued by the Central Bank (LEBACs) are outside the scope of these exemptions applicable to non-Argentine residents. The aforementioned amendments have been in force since January 1, 2018.

On January 10, 2018, the Macri administration issued Emergency Decree No. 27/2018 aimed at simplifying, expediting and promoting efficiency in the procedures within administrative entities and agencies, avoiding any unnecessary bureaucracy and expenses. The decree modifies and simplifies regulatory frameworks related to companies, transportation, trademark and patent procedures, transportation, digital signature, access to credit and work promotion.

As of the date of this annual report, the impact that these measures have had and any future measures taken by the Macri administration will have on the Argentine economy as a whole and the financial sector in particular cannot be predicted. We believe that the effect of the planned liberalization of the economy will be positive for our business by stimulating economic activity but it is not possible to predict such effect with certainty and such liberalization could also be disruptive to the economy and fail to benefit or harm our business.

Inflation, any decline in GDP and/or other future economic, social and political developments in Argentina, over which we have no control, may adversely affect our financial condition or results of operations.

2019.

A decline in international demand for Argentine products, a lack of stability and competitiveness of the Peso against other currencies, a decline in confidence among consumers and foreign and domestic investors, a higherhigh rate of inflation and future political uncertainties, among other factors, may affect the development of the Argentine economy, which could lead to reduced demand for our services and adversely affect our business, financial condition and results of operations.

The primary elections (Elecciones Primarias, Abiertas y Simultáneas y Obligatorias - “PASO”, per its acronym in Spanish), which define which political parties and which candidates of the different political parties may run in the general elections, took place in August 11, 2019. In these elections, theFrente de Todos coalition (a political coalition composed of, among others, the Justicialist Party and the Renovating Front, which was at the time part of the opposition and included former president Fernandez de Kirchner as a candidate to the vice-presidency) obtained 47.78% of the votes, whileJuntos por el Cambio coalition (then president Mr. Mauricio Marcri’s coalition), obtained 31.79% of the votes.

After the results of the primary elections, the Peso devalued almost 30% and the share price of Argentine listed companies dropped approximately 38% on average. In turn, the emerging market bond index (EMBI) peaked to one of the highest levels in Argentine history, above 2000 points on August 28, 2019. As of April 28, 2020 the EMBI was 3,995 points. As a consequence of the aforementioned effects, in order to control the currency outflow and restrict exchange rate fluctuations, the Central Bank re-implemented exchange controls, in hopes 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.

Presidential and Congressional elections in Argentina took place on October 27, 2019, which resulted in Mr. Alberto Fernández being elected President of Argentina, having earned 48.1% of the votes. The Fernández administration assumed office on December 10, 2019. As of such date, the Argentine Congress was composed as follows:Frente de Todoscommanded a majority in the Senate with 41 seats, with the first minority beingJuntos por el Cambio with 28 seats; while in the House of RepresentativesJuntos por el Cambio commanded the first minority with 119 seats and the second minority belongs to the Frente de Todos with 116 seats.

The political uncertainty in Argentina about the measures that the new Fernández administration could take with respect to the economy, including with respect to the crisis resulting from the ongoing COVID-19 pandemic, could generate volatility in the price of the Argentine companies’ securities or even a decrease in their prices, in particular companies in the financial sector like us.

We can offer no assurances as to the policies that may be implemented by the new Fernández Argentine administration, or that political developments in Argentina will not adversely affect the Argentine economy and our financial condition and results of operations. In addition, we cannot assure you that future economic, regulatory, social and political developments in Argentina will not impair our business, financial condition or results of operations, or cause the market value of our shares to decline.

If the current levels of inflation continue or increase, the Argentine economy and our financial position and business could be adversely affected.

ArgentinaIn the past, inflation has confronted inflationary pressures since 2007. Accordingmaterially undermined the Argentine economy and Argentina’s ability to INDEC data, the CPI grew 9.5%create conditions that would permit growth. High inflation may also undermine Argentina’s competitiveness abroad and lead to a decline in 2011, 10.8%private consumption which, in 2012, 10.9% in 2013, 24.0% in 2014turn, could also affect employment levels, salaries and 11.9%interest rates. Moreover, a high inflation rate could undermine confidence in the ten-month period ended October 31, 2015. The INDEC did not publishArgentine financial system, reducing the CPI for the period between November 2015Peso deposit base and April 2016, and resumed publishing inflation rates using its new methodology for calculating CPI starting in June 2016, reporting increases of 4.2%, 3.1%, 2.0%, 0.2%, 1.1%, 2.4%, 1.6% and 1.2% during the months of May, June, July, August, September, October, November and December 2016, respectively.negatively affecting long-term credit markets.

According to unrevised INDEC data, the WPI increased 14.6% in 2010, 12.7% in 2011, 13.1% in 2012, 14.8% in 2013, 28.3% in 2014 and 10.6% in the ten-month period ended October 31, 2015. The INDEC did not publish the WPI for the last two months of 2015, and resumed publishing WPI data in May 2016, reporting that the WPI grew 34.5% in 2016.

The Argentine government declared a state of administrative emergency of the national statistical system and the INDEC —the official agency in charge of the system- until December 31, 2016 through Decree No. 55/2016, which was not renewed. During the implementation of rearrangement measures of its technical and administrative structure, the INDEC used official CPI figures and other statistics published by the Province of San Luis and the City of Buenos Aires. Despite the INDEC reforms, there is uncertainty as to (i) whether the official data will be sufficiently corrected, (ii) in what timeframe such data will be corrected and (iii) what effects these reforms will have on the Argentine economy. The Macri administration released an alternative CPI index based on data from the City of Buenos Aires and the Province of San Luis. According to the available public information based on data from the City of Buenos Aires, CPI grew 26.6% in 2013, 38.0% in 2014, 26.9% in 2015, 41.0% in 2016 and 26.1% in 2017, while according to the data of the Province of San Luis, CPI grew 31.9% in 2013, 39.0% in 2014, 31.6% in 2015, 31.4% in 2016 and 24.3% in 2017.

On June 15, 2016, the INDEC resumed publishing inflation rates -which was previously suspended due to the state of administrative emergency on the national statistical system. The INDEC reported an increase of 4.2% in CPI for May 2016, while the CPI measured by the Argentine Congress reported an increase of 3.5%. Additionally, the INDEC published revised GDP data for the years 2005 through 2015, registering differences of up to 20 points between the original information reported by the prior administration and the revised information.

According to CPI figures of the INDEC, inflation was 16.9% between May and December 2016. The INDEC reported a cumulative variation of the CPI of 24.8% for 2017, while47.6% for 2018 and 53.8% for 2019.

There can be no assurances that inflation rates will not continue to escalate in the CPI measuredfuture or that the measures adopted or that may be adopted by the Argentine Congress registered an increase of 24.6%. The CPI variation was of 1.8%, 2.4% and 2.3%new Fernández administration to control inflation will be effective or successful. Inflation remains a challenge for the months of January, February and March 2018, respectively, compared to the previous month.

Also,Argentina. Significant inflation could have a material adverse effect on September 26, 2016, the Central Bank presented the inflation targeting regime, a system that seeks to offer a predictable and stable unit of value for inflation. In accordance with the data published by the Central Bank, the original year-on-year inflation targets were 12% to 17% for 2017; from 8% to 12% by 2018; and from 3.5% to 6.5% by 2019. However, on December 27, 2017, the Central Bank updated its inflation target regime by adopting the inflation targets set by the Ministry of the Treasury for the next three years, including targets of 15% for 2018, 10% for 2019 and 5% by the end of 2020.

In the past, inflation has materially undermined the ArgentineArgentina’s economy and the government’s ability to generate conditions that fostered economic growth. In addition, high inflation or a high level of volatility with respect to the same may materially and adversely affect the business volume of the financial system and prevent the growth of intermediation activity levels. This result, in turn could adverselyincrease our costs of operation, in particular labor costs, and may negatively affect the levelour business, financial condition and results of economic activity and employment.operations.

A high inflation rate also affects Argentina’s competitiveness abroad, real salaries, employment, consumption and interest rates. A high level of uncertainty with regard to these economic variables, and a general lack of stability in terms of inflation, could lead to shortened contractual terms and affect the ability to plan and make decisions. This may have a negative impact on economic activity and on the income of consumers and their purchasing power, all of which could materially and adversely affect our financial position, results of operations and business. The Argentine

government’s adjustments to electricity and gas tariffs, as well as the increase in the price of gasoline have impacted prices creating additional inflationary pressures.

The Macri administration has announced its intention to reduce the primary fiscal deficit as a percentage of GDP and to reduce the government’s dependence on financing from the Central Bank. If structural inflationary imbalances cannot be addressed and current levels of inflation persist, it could adversely affect the Argentine economy and financial situation.

Inflation rates could escalate in the future. There is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by the Argentine government to control inflation may have. See “—Government intervention in the Argentine economy could adversely affect our results of operations or financial condition.”

If the high levels of inflation continue, the Argentine economy may be considered hyperinflationary for purposes of IAS 29, which could have an impact on our audited consolidated financial statements and other financial information, and we may need to adjust or restate our audited consolidated financial statements and other information.

On February 12, 2014, the Central Bank, through Communication “A” 5541, established the general guidelines towards conversion to IFRS as issued by the International Accounting Standards Board (IASB) for preparing financial statements of the entities under its supervision. We are in a convergence process towards such standards, which will be mandatory as from fiscal year starting on January 1, 2018. International Accounting Standard 29 (IAS 29), which is applicable to IFRS, but not to Argentine Banking GAAP, requires that financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, whether based on the historical cost method or on the current cost method, be stated in terms of the measuring unit current at the end of the reporting period. IAS 29 does not establish a set inflation rate beyond which an economy is deemed to be experiencing hyperinflation.  However, hyperinflation is commonly understood to occur when changes in price levels are close to or exceed 100% on a cumulative basis over the prior three years, along with the presence of several other macroeconomic-related qualitative factors. Despite the high inflation rates in Argentina in recent years, we conducted an analysis pursuant to the criteria set forth in IAS 29, and based solely on such internal review we do not currently believe that Argentina qualifies as a hyperinflationary economy for any of the years included in this annual report. We reassess inflation data periodically to determine whether this belief continues to be applicable. However, certain macroeconomic indicators have experienced a significant annual variation, a fact that must be considered when evaluating and interpreting our results of operations and financial condition as reflected in our audited consolidated financial statements included in this annual report.

Although we do not believe the current rate of inflation rises to the level required for Argentina to be considered a hyperinflationary economy under IAS 29, if inflation rates continue to escalate in the future, the Peso may qualify as a currency of a hyperinflationary economy, in which case our audited Consolidated Financial Statements and other financial information as from the IFRS transition date (as defined below), may need to be adjusted or restated by applying a general price index and expressed in the measuring unit (i.e., the hyperinflationary currency) current at the end of each reporting period. We cannot determine at this time the impact that this would have on our results of operations and financial condition.

The Argentine government’s ability to obtain financing from international markets is limited, which may impair its ability to implement reforms and foster economic growth, which may negatively impact our financial condition or cash flows.

In 2005 and 2010, Argentina conducted exchange offers to restructure part of its sovereign debt that had been in default since the end of 2001. As a result of these exchange offers, Argentina restructured over 92% of its eligible defaulted debt. However,litigation initiated by bondholders thatdid not accept Argentina’s settlement offers continued in several jurisdictions and limited the country’s access to international capital markets.In April 2016, the Argentine government settled U.S.$4.2 billion outstanding principal amount of untendered debt.

In 2018, due to Argentina’s limitation of access to international markets, the Argentine government and the IMF entered into a “stand-by” credit facility agreement for an amount of U.S.$57.1 billion with a 36-month maturity. As of the date of this annual report, litigationArgentina has received disbursements under the agreement for U.S.$46.1 billion. Notwithstanding the foregoing, thenew Fernández administration has publicly announced that they will refrain from requesting additional disbursements under the agreement, and instead vowed to renegotiate its terms and conditions in good faith.

Thenew Fernández administration has initiated by bondholders that have not accepted Argentina’s settlement offer continuesnegotiations with creditors in several jurisdictions, although order to restructurethe size of the claims involved has decreased significantly.country’s As of September 30, 2017, the amount ofcurrent Peso and U.S. dollar-denominated public debt. In this context, on February 5, 2020, the Argentine government’s non-restructuredCongress passed Law N° 27,544, by virtue of which the sustainability ofthe sovereign debt wasis declared a national priority, authorizing the Ministry of approximately U.S.$107.1 million basedEconomy to renegotiate new terms and conditions with Argentina’s creditors within certain parameters.

Additionally, in the midst of debt restructuring negotiations, on the most recent publicly available data.

Although the vacating of the pari passu injunctions removed a material obstacle to access to capital markets byApril 5, 2020 the Argentine government issued Decree No. 346/2020, through which the repayment of Argentine law-governed dollar-denominated notes was postponed.

On April 21, 2020, the Argentine government launched an exchange offer with the aim of refinancing its external indebtedness in a manner which does not compromise the development and potential growth of Argentina in the next years. For more information on this offer, see “Item 5.A—Operating Results—The Argentine Economy and Financial System—Argentina’s Sovereign Debt Restructuring”. As of the date of this annual report,the exchange offer is still open and there is uncertainty as evidenced by successful bond issuances in April 2016 to whether the Argentine government will be able to successfully carry out theexchangeofferand January 2017, future transactions may be affected asrestructure its foreign financial indebtedness, under the proposed terms or at all.

If the Argentine government is not able to successfully renegotiate the terms ofthe sovereign debt, or if the negotiations with creditors are prolonged beyond May 22, 2020, or if significant litigation with holdout bondholders continues,results from such negotiations,the country’s ability to access international credit markets may be adversely affected.Additionally, the pressure from creditors may result in restructured terms that are not sustainable for Argentina, or the IMF may impose strict austerity measures as a condition to restructuring its debt. As a result, the Argentine government may not have theability or the financial resources necessary to foster economic growth, which, in turn, could affecthave a material adverse effect on the Argentine government’s abilitycountry’s economy and, consequently, our business and results of operations. Furthermore, Argentina’s inability to implement certain expected reforms and foster economic growth, which mayobtain credit in international markets could have a direct impact on our own ability to access international credit markets thus affecting our ability to finance our operations and growth.growth, which could adversely affect our results of operations and financial condition.

Fluctuations in the value of the Peso could adversely affect the Argentine economy, and consequently our results of operations or financial condition.

Fluctuations in the value of the Peso may also adversely affect the Argentine economy, our financial condition and results of operations. Since January 2002,In 2017, 2018 and 2019, the Peso has fluctuated significantly in value. lost approximately 18.4%, 101% and 58% of its value against the U.S. dollar, respectively.The devaluation of the Peso in real terms in 2002 hadcan have a negative impact on the ability of certain Argentine businesses to honor their foreign currency-denominatedcurrency denominated debt, and also ledlead to very high inflation initially and significantlysignificant reduced real wages. The devaluation hascan also negatively impactedimpact businesses whose success is dependent on domestic market demand, and adversely affectedaffect the Argentine government’s ability to honor its foreign debt obligations. If the Peso depreciates significantly in real terms, all of the negative effects on the Argentine economy related to such devaluation could also have adverse consequences for our business.obligations. A substantial increase in the value of the Peso against the U.S. dollar also represents risks for the Argentine economy since it may lead to a deterioration of the country’s current account balance and the balance of payments. After several yearspayments which may have a negative effect on GDP growth and employment, and reduce the revenues of moderate variationsthe Argentine public sector by reducing tax revenues in real terms, due to its current heavy dependence on export taxes.

As of April 28, 2020, the nominal exchange rate in 2012was Ps.66.635 per dollar.

As a result of the Peso lost approximately 14.4% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluationgreater volatility of the Peso, with respectthe former administration announced several measures to restore market’s confidence and stabilize the U.S. dollar that exceeded 32.5% in 2013 and 31.2% in 2014, including a loss of approximately 24.0% in January 2014. In 2015, the Peso lost approximately 52.0% of its value with respect to the U.S. dollar from January 1, 2015 to September 30, 2015 a 38.0% devaluation during the last quarter of the year, mainly concentrated after December 16, 2015. In 2016 and 2017, the Peso lost approximately 21.9% and 18.4% of its value against the U.S. dollar, respectively. In the first three months ofArgentine Peso. Among them, during 2018, the Peso lost approximately 7.3% of its value against the U.S. dollar.

In addition, the administration of former President Cristina Fernández de Kirchner adopted numerous measures to control directly or indirectly foreign trade and the foreign exchange market. From 2011 until President Macri assumed office, the Argentine government adopted increasingly stringentnegotiated two agreements with the IMF, increased the interest rates and the Central Bank decided to intervene in the exchange market in order to stabilize the value of the Peso. During 2019, based on a new agreement with the IMF, the government established a new regime for a stricter control of the local monetary base, which would remain in place until December 2019, in an attempt to reduce the amount of Pesos available in the market and reduce the demand for foreign currency. Complementing these measures,in September 2019, foreign currency controls were reinstated in Argentina. As a consequence of the reimposition of exchange controls, mostthe spread between the official exchange rate and other exchange rates resulting implicitly from certain common capital market operations (“dolar MEP” or “contado con liquidación”) has broadened significantly, reaching a value of which have been eliminatedapproximately 50% above the official exchange rate. The success of any measures taken by the Macri administration.

Any foreign exchange regulationsArgentine government to be issuedrestore market’s confidence and any modification resulting therefromstabilize the value of the exchange rate betweenArgentine Peso is uncertain and the continued depreciation of the Peso and the U.S. dollar may prevent or limit us from offsetting the risk derived from our exposure to the U.S. dollar and, accordingly, we cannot predict the impact of these changescould have a significant adverse effect on our financial condition and results of operations.

During its financial crisis in 2001 and 2002, Argentina experienced social and political turmoil, including civil unrest, riots, looting, nationwide protests, strikes and street demonstrations. During this crisis, the Argentine government adopted several measures to curb social unrest, including the devaluation of the Peso and a forced restructuring of financial liabilities with the banking system. Future policies of the Argentine government may include expropriation, nationalization, forced renegotiation or modification of existing contracts, suspension of the enforcement of creditors’ rights, new foreign exchange controls, changes in taxation and/or export duties and changes in laws and policies affecting foreign trade and investment. The implementation of any such future policies or significant protests resulting therefrom could destabilize the country and adversely and materially affect the Argentine economy and, in turn, our business, financial condition and results of operations.


The maintenance or implementation in the future of new exchange controls, restrictions on transfers abroad and capital inflow restrictions could limit the availability of international credit and could threaten the financial system, which may adversely affect the Argentine economy and, as a result, our business.

In 2001 and 2002, following a run on the financial system triggered by the public’s lack of confidence in the continuity of the convertibility regime that resulted in massive capital outflows, the Argentine government imposed exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments abroad. Although several of such exchange controls and transfer restrictions were subsequently suspended or terminated, in June 2005 the federal government issued a decree that established new controls on

capital inflows, which resulted in a decrease in the availability of international credit for Argentine companies, including a requirement that, for certain funds remitted into Argentina, an amount equal to 30.0% of the funds must be deposited into an account with a local financial institution as a U.S. dollar deposit for a one-year period without any accrual of interest, benefit or other use as collateral for any transaction.

In addition, fromcompanies. From 2011 until President Macri assumed office,2015, the Argentine government increased controls on the sale of foreign currency and the acquisition of foreign assets by local residents, limiting the possibility of transferring funds abroad. Together with regulations established in 2012 that subjected certain

After former Macri’s administration eliminated a significant portion of the foreign exchange transactions to prior approvalrestrictions, on September 1, 2019 it temporarily reinstated exchange restrictions, followed by Argentine authorities or the Central Bank, the measures takennew exchange restrictions imposed by the previous administration significantly curtailednew Fernandez’s administration. The new controls apply with respect to access to the foreign exchange market (Mercado Libre de Cambios or “MLC”) by individualsresidents for savings and private sector entities. In response, an unofficial U.S. dollar trading market developedinvestment purposes abroad, the payment of external financial debt abroad, the payment of dividends in whichforeign currency abroad, payments of imports of goods and services, and the peso-U.S. dollar exchange rate differed substantiallyobligation to repatriate and settle for Pesos the proceeds from the official peso-U.S. dollar exchange rate.exports of goods and services, among others. For more information on foreign exchange restrictions, see “Exchange Controls.Item 10.D—Exchange Controls.

Notwithstanding the measures recently adopted by the Macri administration eliminating a significant portion of the foreign exchange restrictions that developed under the Kirchner administration, in the future the Argentine government or the Central Bank could reintroduce exchange controls and impose restrictions on capital transfers, suchExchange control measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations and our ability to make payments under the Notes.operations.

The Argentine economy may be adversely affected by economic developments in other markets and by more general “contagion” effects, which could have a material adverse effect on Argentina’s economic growth, and consequently, could adversely affect our business, financial condition and results of operations.

Argentina’s economy is vulnerable to external shocks that could be caused by adverse developments affecting its principal trading partners. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, which is currently undergoing a recession, the European Union, China and the United States), including as a result of the ongoing COVID-19 pandemic, could have a material adverse impact on Argentina’s balance of trade and adversely affect Argentina’s economic growth. In 2017, there were increases in exports of 13.7% to Chile, 0.2% to MERCOSUR (Brazil, Paraguay, Uruguay and Venezuela), 1.2% to NAFTA countries (United States, Canada and Mexico), while there was a decline of 1.6% in exports to China, each as compared to the same period in 2016. Declining demand for Argentine exports could have a material adverse effect on Argentina’s economic growth.

addition, Argentina couldmay be adversely affected by negative economic or financial developmentsand market conditions in other countries, whichmarkets worldwide, as was the case in turn may have an adverse effect on our 2008/2009, when the globalfinancial condition and results of operations. In addition, crisis led to a slowdown insignificant economic activitycontraction in Argentina would substantially affect our business.

in 2009.

Since 2015, the Brazilian economy, Argentina’s largest export market and the principal source of imports, has experienced heightened negative pressure due to the uncertainties stemming from the ongoing political crisis, including the impeachment of Brazil’s president, which resulted in the Senate of Brazil removing Ms. Dilma Rousseff from office for the rest of her term on August 31, 2016. Mr. Michel Temer, who previously held office as vice president of Brazil, subsequently took office until the end of the presidential period. Neverthelessperiod and in 2017,October 2018, Mr. Jair Bolsonaro was elected president. Mr. Bolsonaro has liberal, conservative and nationalist tendencies and assumed office on January 1, 2019. Given that Brazil is the Brazilianlargest economy recorded an estimated growth of 1.1% after two years of recession.in Latin America, the measures taken to clean up its economy can have a great impact in the region. A further deterioration ofin economic conditions in Brazil may reduce the demand for Argentine exports to the neighboring country and, increase demand for Brazilian imports. While the impact of Brazil’s downturn on Argentina or our operations cannot be predicted, we cannot exclude the possibility that the Brazilian political and economic crisisif this occurs, it could have furthera negative impacteffect on the Argentine economy and potentially on our operations.

In addition, financial and securities markets in Argentina have been influenced by economic and market conditions in other markets worldwide. Although economic conditions vary from country to country, investors’ perceptions of events occurring in other countries have in the past substantially affected, and may continue to substantially affect, capital flows into, and investments in securities from issuers in, other countries, including Argentina. International investors’ reactions to events occurring in one market sometimes demonstrate a “contagion” effect in which an entire region or class of investment is disfavored by international investors.

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The Argentine financial system and securities markets could be also adversely affected by events in developed countries’ economies, such as the United States and Europe. On June 23, 2016, the United Kingdom voted in favor of the United Kingdom exiting the European Union (“Brexit”). As ofThe United Kingdom formally left the date of this annual report, it is uncertain how Brexit may impact the relationship betweenEuropean Union on January 31, 2020. Even when the United Kingdom and the European Union, as the commercial terms under which the effective withdrawal of the United Kingdomagreed its departure from the European Union, negotiations on the terms and conditions are expected to continue during the transition period, which was officially notifiedis dueto expire on March 29, 2017, and its completion is currently scheduled for March 2019, remain subject to negotiation.December 31, 2020. The effects of the Brexit vote and the perceptions as to the impact of the withdrawal of the United Kingdom from the European Union may adversely affect business activity and economic and market conditions in the United Kingdom, the Eurozone and globally, and could contribute to instability in global financial and foreign exchange markets. In addition, Brexit could lead to additional political, legal and economic instability in the European Union.

Union and have a negative impact on the commercial exchange of Argentina with that region.

On November 8, 2016, elections were held inMr. Donald Trump was elected president of the United States and a new administration took office on January 20, 2017. The results of the presidential election haveStates. His presidency has created significant uncertainty about the future relationships between the United States and other countries, including with respect to the trade policies, treaties, government regulations and tariffs that could apply to trade between the United States and other nations. These developments,We cannot predict how Mr. Trump’s protectionist measures will evolve or how they may affect Argentina, nor will the perceptioneffect that the same or any of themother measure taken by the Trump administration could occur, may have a material adverse effectcause on global economic conditions and the stability of global financial markets. Moreover, the next presidential elections in the United States are expected to take place in November 2020, and we cannot predict the outcome of such elections.

In July 2019, the Common Market of the South (“MERCOSUR”) signed a strategic partnership agreement with the European Union (the “EU”), which is expected to enter into force in 2021, once approved by the relevant legislatures of each member country. The objective of this agreement is to promote investments, regional integration, increase the competitiveness of the economy and achieve an increase in GDP. However, the effect that this agreement could have on the Argentine economy and the policies implemented by the Argentine government is uncertain.

Changes in social, political, regulatory and economic conditions in the United States ofother countries or regions, or in the laws and policies governing foreign trade, could create uncertainty in the international markets and could have a negative impact on emerging market economies, including the Argentine economy. Also, if these countries fall into a recession, the Argentine economy would be impacted by a decline in its exports, particularly of its main agricultural commodities. All of these factors could have a negative impact on Argentina’s economy and, in turn, our business, financial condition and results of operations.

Furthermore, the financial markets have also been affected by the oil production crisis in March 2020 arising from the OPEC’s failure to reduce production. For more information, see in this section “Sustained declines in the international prices for oil could have an adverse material effect on the Argentine and the global economy.Any of these factors could depress economic activity and restrict our access to suppliers and could have a material adverse effect on our business, financial condition and results of operations.

Government measures, as well as pressure from labor unions, could require salary increases or added benefits, all of which could increase the company’s operating costs.

In the past, the Argentine government has passed laws and regulations forcing privately owned companies to maintain certain wage levels and provide added benefits for their employees. Additionally, both public and private employers have been subject to strong pressure from the workforce and trade unions to grant salary increases and certain worker benefits.

Labor relations in Argentina are governed by specific legislation, such as labor Law No. 20,744 and Collective Bargaining Law No. 14,250, which, among other things, dictate how salary and other labor negotiations are to be conducted. Every industrial or commercial activity is regulated by a specific collective bargaining agreement that groups companies together according to industry sectors and by trade unions. While the process of negotiation is standardized, each chamber of industrial or commercial activity separately negotiates the increases of salaries and labor benefits with the relevant trade union of such commercial or industrial activity. In the banking activity, salaries are established on an annual basis through negotiations between the chambers that represent the banks and the banking employees’ trade union. The National Labor Ministry mediates between the parties and ultimately approves the annual salary increase to be applied in the banking activity. Parties are bound by the final decision once it is approved by the labor authority and must observe the established salary increases for all employees that are represented by the banking union and to whom the collective bargaining agreement applies.

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In addition, each company is entitled, regardless of union-negotiated mandatory salary increases, to give its employees additional merit increase or variable compensation scheme.

Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to the high levels of inflation, employees and labor organizations are demanding significant wage increases. In June 2017,August 2018, the National Labor Ministry resolved to increase the minimum salary to Ps.10,000Ps.12,500 in threefour stages: an increase (i) to Ps.8,860Ps.10,700 in July 2017,September 2018, (ii) to Ps.9,500Ps.11,300 in JanuaryDecember 2018, and (iii) to Ps.10,000Ps.11,900 in July 2018.March 2019, and to 12,500 in June 2019.

Due to high levels of inflation, employers in both the public and private sectors are experiencing significant pressure from unions and their employees to further increase salaries. On February 14, 2018, the INDEC published new data regarding the evolution of private and public-sector salaries. The total salaries index registeredThrough Decree No. 610/2019, a growth of 27.5% during 2017, as a resultstaggered increase of the 26.5%minimum salary was approved as follows: (i) Ps.14,125 as of August 1, 2019; (ii) Ps.15,625 as of September 1, 2019; and (iii) Ps.16,875 as of October 1, 2019. In addition, the Argentine government has arranged various measures to mitigate the impact of inflation and exchange rate fluctuation in wages. Moreover due to high levels of inflation, both public and private sector employers continue to experience significant pressure to further increase salaries. In December 2019, the Argentine government issued Decree No. 34/2019, which established that in case of dismissals without cause during six (6) months after the publication in the registered sectorofficial gazette of such Decree, employees have the right to collect double indemnification. This Decree was enacted due to the economical emergency and the increase of the unemployment, and its aim was to dissuade employers to dismiss personnel. This measure was further reinforced through Decree No. 329/2020, issued amid the COVID-19 pandemic crisis, by virtue of which dismissals without cause or with cause under the argument of force majeure or lack of/reduction of work not imputable to the employer for 60 business days (this last cause also applies for temporary suspensions). Also, in January 2020, the Argentine government issued Decree No. 14/2020 which established a general increase for all employees of Ps.3,000 in January 2020, and an increaseadditional amount of 31.5%Ps.1,000 in the non-registered private sector.

February 2020 (total Ps.4,000 as from February 2020).

In the future, the Argentine government could take new measures requiring salary increases or additional benefits for workers, and the labor force and labor unions may apply pressure for such measures. Any such increase in wage or worker benefit could result in added costs and reduced results of operations for Argentine companies, including us. Such added costs could adversely affect our business, financial condition, results of operations and our ability to make payments under the notes.

Government intervention in the Argentine economy could adversely affect our results of operations or financial condition.

The two termsArgentine government exercises substantial control over the economy and may increase its level of President Fernández de Kirchner’s administration increased its direct state intervention in certain areas of the Argentine economy, including through the implementationregulation of expropriationmarket conditions and nationalization measures, price controls and exchange controls.prices.

InBy way of example, in 2008, the Fernández de Kirchner administration absorbed and replaced the former private pension system for a public “pay as you go” pension system. As a result, all resources administered by the private pension funds, including significant equity interests in a wide range of listed companies, were transferred to a separate fund (Fondo de Garantía de Sustentabilidad, or “FGS”) to be administered by the National Social Security Administration (Administración Nacional de la Seguridad Social, or “ANSES”), per its acronym in Spanish). The dissolution of the private pension funds and the transfer of their financial assets to the FGS have had important repercussions on the financing of private sector companies. Debt and equity instruments which previously could be placed with pension fund administrators are now entirely subject to the discretion of the ANSES. Since it acquired equity interests in privately owned companies through the process of replacing the pension system, the ANSES is entitled to designate government representatives to the boards of directors of those entities. Pursuant to Decree No. 1,278/12, issued by the Executive Branch on July 25, 2012, the ANSES’s representatives must report directly to the Ministry of Public Finance are subject to a mandatory information-sharing regime, under which, among other obligations, they must immediately inform the Ministry of Public Finance of the agenda for each Board of Directors’ meetings and provide related documentation.

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InAlso, in April 2012, the Fernández de Kirchner administration decreed the removal of directors and senior officers of YPF S.A. (“YPF”), the country’s largest oil and gas company, which was controlled by the Spanish group Repsol, and submitted a bill to the Argentine Congress to expropriate shares held by Repsol representing 51% of the shares of YPF. The Argentine Congress approved the bill in May 2012 through the passage of Law No. 26,741, which declared the production, industrialization, transportation and marketing of hydrocarbons to be activities of public interest and fundamental policies of Argentina, and empowered the Argentine government to adopt any measures necessary to achieve self-sufficiency in hydrocarbon supply. In February 2014, the Argentine government and Repsol announced that they had reached an agreement on the terms of the compensation payable to Repsol for the expropriation of the YPF shares. Such compensation totaled U.S.$5 billion payable by delivery of Argentine sovereign bonds with various maturities. The agreement, which was ratified by Law No. 26,932, settled the claim filed by Repsol before the International Centre for Settlement of Investment Disputes (“ICSID”).

Law No. 26,991 (the “Supply Law”) became effective on September 28, 2014. The Supply Law applies to all economic processes linked to goods, facilities and services which, either directly or indirectly, satisfy basic needs of the population (“Basic Needs Goods”) and grants broad delegations of powers to its enforcing agency to become involved in such processes. It also empowers the enforcing agency to order the sale, production, distribution and/or delivery of Basic Needs Goods throughout the country in case of a shortage of supply.

In February 2015, the Fernández de Kirchner administration sent a bill to Congress in order to revoke certain train concessions, return the national rail network to state control and provide powers to review all concessions currently in force. The bill was enacted on May 20, 2015 as Law No. 27,132.

In September 2015, the Argentine government, through Resolution No. 646/2015 issued by the CNV, modified the valuation criteria applicable to securities traded outside of Argentina that comprise asset management portfolios. The resolution established that such securities must be valued at the currency in which they were issued to the extent such currency is the currency in which payments are made. The purchaser exchange rate applicable to financial transfers set by the Central Bank must be used to make such valuation. Resolution No. 646/2015 led to an accounting change in the valuation of mutual funds.

During 2014, 2015, 2016 and 2017 the Argentine government imposed price controls on certain goods and services to control inflation. These price controls will remain in effect until May 2018, but as of the date of this annual report, there is uncertainty regarding what other specificHistorically, actions will be taken to control inflation. Actions takencarried out by the Argentine government concerning the economy, including decisions with respect toregarding interest rates, taxes, price controls, salarywage increases, provision of additional employeeincreased benefits foreignfor workers, exchange controls and potential changes in the market of foreign exchange market,currency, have had and could continue to have a materialsubstantial adverse effect on Argentina’s economic growth. In turn, these actions could affect our financial condition and results of our operations. Moreover, any additional Argentine government policy established in response to or to preempt social unrest could adversely and materially affect the economy, and therefore our business.

In December 2017, the Congress passed Law No. 27,426 which modifies the method of calculating increases in social security benefits, and Law No. 27,430 which introduced reforms to the general tax law.

It is widely reported by private economists that expropriations, price controls, exchange controls and other direct involvement by the Argentine government in the economy have had an adverse impact on the level of investment in Argentina, the access of Argentine companies to international capital markets and Argentina’s commercial and diplomatic relations with other countries. If the level of government intervention in the economy continues or increases, the Argentine economy and, in turn, our business, results of operations and financial condition could be adversely affected.

We cannot assurethatmeasures implementedin connection with the Law of Solidarity and Productive Reactivation No. 27,541 willnot adversely impact our operations, financial condition and results of operations.

On December 20, 2019, the Argentine Congress enacted Law of Solidarity and Productive Reactivation No. 27,541 , declaring public emergency in economic, financial, fiscal, administrative, social and energetic matters, among others, thus delegating in the Executive Branch the ability to ensure the sustainability of public indebtedness, regulate the energetic tariffs through an integral review of the current tariff regime and the intervention of supervisory entities, among others.

From a tax standpoint, the main measures are the following:

·Tax amnesty for MiPyMEs (i.e., micro, small and medium businesses).
·Increase in personal assets tax rate and delegation of power in the Executive Branch to increase tax rates on foreign financial assets.
·Changes to the formula of inflation adjustment in income tax.
·Creation of the tax for a solidary and inclusive Argentina (Impuesto para una Argentina Inclusiva y Solidariaor “PAIS,” per its Spanish acronym) for a 5-fiscal-period term on the purchase of foreign currency for saving purposes and on the payment of goods and services purchased abroad through credit cards. This tax rate oscillates between 8% and 30%, depending on the operation.
·Suspension of the pension and retirement adjustment mechanism for a 180-day period.

There is uncertainty as to the impact that Law N° 27,541 and/or any of its regulatory orders issued or that may be issued might have on our business, financial condition and results of operations. We can offer no assurances as to the measures that may be implemented by the current Argentine administration in relation to the public emergency and the general conditions of Argentine economy will not adversely affect our financial condition and results of operations.

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High public expenditure could result in long lasting adverse consequences for the Argentine economy, which in turn could adversely affect our business, financial condition and results of operations.

During the last years of the Fernández de Kirchner administration, theThe Argentine government substantially increasedhas high public expenditure, resortingexpenditures, and has in the past resorted to the Central Bank and to the ANSES to source part of its funding requirements. In light of increasingly tight public finances, the Fernández de Kirchner administration adopted certain measures to finance its public expenditures such as revising its subsidy policies (particularly those related to energy, electricity and gas, water and public transportation) and implementing an expansionary monetary policy. These policies have led to high inflation and, therefore, adversely affected, and could further adversely affect, consumer purchasing power and economic activity.

However, since assuming office, the Macri administration has taken steps to mitigate the increase in its fiscal deficit and reduce the current level of the fiscal deficit, including a process of comprehensive review of the contracts of public sector employees, as well as the elimination of subsidies to public services and other fiscal measures, which reduced the primary fiscal deficit by approximately 1.8% of GDP in December 2015 and reported a primary fiscal deficit of 4.6% of GDP in 2016, mostly due to taxes collected under the Tax Amnesty Law program in the last two months of 2016.

As of the date of this annual report, although the Macri administration is currently reviewing certain public sector contracts as well as the elimination of public service subsidies, there is uncertainty as to what additional actions the Macri administration will take with respect to public expenditure and its financing. For 2017, the government pursued a fiscal deficit target of 4.2% of GDP, while achieving a primary fiscal deficit of 3.9% of GDP, below such target. In 2018, the Argentine government updated the fiscal targets in order to achieve fiscal balance. The government’s goal for 2018 target for aregarding the primary fiscal deficit is 3.2%was 2.7% of GDP, with deficit targets of 0.6% in the first quarter, 1.6% in the second quarter and 2.2% in the third quarter.GDP. The Macri administration’s ultimate aim is to achieve a balanced primary budget by 2019, reachingfiscal result for 2018 showed a primary fiscal deficit of 2.2%2.4% of GDP, which represented a decrease of 1.4% with respect to 2017 and an over-compliance of 0.3% of GDP target with respect to the target tax rate of 1.1%. Although the objective of the GDP. former Macri administration was to achieve a primary fiscal deficit equivalent to 1.3% of GDP in 2019, in the context of the negotiations with the IMF, the fiscal deficit target was adjusted to 0% of GDP for 2019 and a surplus of 1% for 2020. The fiscal result for 2019 showed a primary fiscal deficit of 0.4%.However, the new Fernández administrationhas indicated that will seek to foster economic growth, which may require additional public spending.Additionally, the economicimpact of the COVID-19 pandemicand the nationwide lockdown may also require the Argentine government to increase public spending.

If the MacrinewFernández administration were to seek to finance its deficit by increasing the exposure of local financial institutions to the public sector, our liquidity and assets quality could be affected, and as a consequence, impact negatively on clients’ confidence.

A continuingcontinuous decline in international prices for Argentina’s main commodity exports could have an adverse effect on Argentina’s economic growth, which could adversely affect our business, financial condition and results of operations.

Argentina’s financial recovery from the 2001-2002 crisis occurred in a context of price increases for Argentina’s commodity exports. High commodity prices contributed to the increase in Argentine exports since the third quarter of 2002 and to high government tax revenues from export withholdings. Consequently, the Argentine economy has remained relatively dependent on the price of its main agricultural products, primarily soy. This dependence has rendered the Argentine economy more vulnerable to commodity prices fluctuations.

A continuingcontinuous decline in the international prices of Argentina’s main commodity exports could have a negative impact on the levels of government revenues and the government’s ability to service its sovereign debt, and could either generate recessionary or inflationary pressures, depending on the government’s reaction. Either of these results would adversely impact Argentina’s economy and, therefore, our business, results of operations and financial condition. As of the date of this annual report, the Macri administration has eliminated export taxes on many agricultural products and reduced the export taxes on soy from 35.0% to 30.0%. While the measure was intended to encourage exports, reductions in export taxes in the future, unless replaced with other sources of revenues, may negatively impact on the Republic’s public finances.

The Macri administration has begun to implement significant measures to solve the current energy sector crisis, but the eventual outcome of such measures is unknown, and could affect our business, financial condition and results of operations.

Economic policies since the 2001-2002 crisis have had an adverse effect on Argentina’s energy sector. The failure to reverse the freeze on electricity and natural gas tariffs imposed during the 2001-2002 economic crisis created a disincentive for investments in the energy sector. Instead, the Argentine government sought to encourage investment by subsidizing energy consumption. This policy proved ineffective and operated to further discourage investment in the energy sector and caused production of oil and gas and electricity generation, transmission and distribution to stagnate while consumption continued to rise. To address energy shortages starting in 2011, the Argentine government engaged in increasing imports of energy, with adverse implications for the trade balance and the international reserves of the Central Bank.

In response to the growing energy crisis, the Macri administration declared a state of emergency with respect to the national electricity system, which ended on December 31, 2017. The state of emergency allows the Argentine government to take actions designed to stabilize the supply of electricity. In this context, subsidy policies were reexamined and new electricity tariffs went into effect on February 1, 2016 with varying increases depending on geographical location and consumption levels. Additionally, the Ministry of Energy and Mining issued Resolution No. 6/16 increasing the electricity tariff as of February 1, 2016. This Resolution was later complemented by Resolution No. 7/16 which, among other things, determined the requirements needed to be fulfilled in order to apply for a social tariff (tarifa social) which exempts its beneficiaries from paying the electricity tariff up to a total consumption of 150Kwh per month and establishes a special price scheme for those beneficiaries who exceed this amount.

Additionally, the Macri administration announced the elimination of a portion of subsidies to natural gas and adjustment to natural gas rates. As a result, average electricity and gas prices have already increased and could increase further. However, certain of the government’s initiatives relating to the energy and gas sectors were challenged in Argentine courts and resulted in judicial injunctions or rulings against the government’s policies, which were later lifted.

The Macri administration has taken steps and announced measures to address the energy sector crisis while taking into consideration the implications of these price increases for the poorest segments of society, approving subsidized tariffs for users that satisfy certain requirements. A failure to address the negative effects on energy generation, transportation and distribution in Argentina with respect to both the residential and industrial supply, resulting in part from the pricing policies of the prior administrations, could weaken confidence in and adversely affect the Argentine economy and financial condition, lead to social unrest and political instability, and adversely affect our results of operations. There can be no assurance that the measures adopted by the Macri administration to address

the energy crisis will not continue to be challenged in the local courts and/or will be sufficient to restore production of energy in Argentina within the short or medium term.

Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition, which in turn could adversely affect our business, financial condition and results of operations.

A lack of a solid institutional framework and corruption have been identified as, and continue to be a significant problem for Argentina. In Transparency International’s 20172019 Corruption Perceptions Index survey of 180 countries, Argentina was ranked 85,66, improving from the previous survey in 2016.2018. In the World Bank’s Doing Business 20182020 report, Argentina ranked 117126 out of 190 countries, down from 116119 in 2017.2019.

Recognizing that the 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, theformer Macri administration has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption. These measures include the reduction of criminal sentences in exchange for cooperation with the government in corruption investigations, increased access to public information, the seizing of assets from corrupt officials, increasing the powers of the Anticorruption Office (Oficina Anticorrupción) and the passing of a new public ethics law, among others. The current Argentine government’sadministration’s ability and determination to implement these initiatives taken by the former administration is uncertain, as it would require, among other things, the involvement of the judicial branch, which is independent, as well as legislative support from opposition parties.support.

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In addition, certain senior executive officers and directors of companies operating in the Argentine energy, infrastructure, oil and gas and other sectors, are currently facing judicial investigations in Argentina relating to payments allegedly made to government officials.

These investigations may have an adverse impact on the ability of the companies involved and their affiliates to access financing, on their ability to participate in significant projects and ultimately on their financial condition and results of operations.

However, we do not consider potential losses that could arise from our exposure to the individuals and the companies involved in the investigations to be material.

We cannot predict for how long the corruption investigations will continue, or the effects on the different sectors in the Argentine economy.

Sustained declines in the international prices for oil could have an adverse material effect on the Argentine and the global economy.

Between March 5 and March 30, 2020, the price of Brent crude oil dropped by 50%, falling to the lowest price since the beginning of the century. On April 20, 2020, U.S. oil futures with expiration in May 2020 even reached negative values. Similarly, the price of U.S. West Texas Intermediate crude dropped below U.S.$20 a barrel, almost a two-decade low. Mainly, this sharp decline in price was explained by the failure to agree to cut production between the members of the Organization of the Petroleum Exporting Countries and Russia, and the drop in oil demand caused by the COVID-19 pandemic.

A decline in oil prices could harmthe Argentine government’srevenues, availability of foreign currency and the government’s ability to service its sovereign debt, and affect Argentina’s growth prospects and, therefore, our business, financial condition and results of operations.

Moreover, the recent crude price crash couldalso affect the economic and financial sustainability of companies exploring and drilling oil and gas at the Vaca Muerta formation, the fourth biggest resource of non-conventional oil in the world.

We cannot anticipatefor how long thecurrent volatility in oil prices will continue, nor the consequences it might havefor the Argentine and the global economies.

Risks Relating to the Argentine Financial System

The stability of the Argentine financial system depends upon the ability of financial institutions, including the Bank, to retain the confidence of depositors.

The measures implemented by the Argentine government in late 2001 and early 2002, in particular the restrictions imposed on depositors to withdraw money freely from banks and thepesification and restructuring of their deposits, resulted in losses for many depositors and undermined their confidence in the Argentine financial system.

Although the financial system hashad seen a recovery in the amount of deposits since then, this trend may not continue andended after the PASO results of August 2019 which affected the U.S. dollar-denominated deposit base of the Argentine financial system, including the U.S. dollar-denominated deposit base of our main subsidiary, the Bank, could be negativelyBank. This U.S. dollar-denominated deposit base drop has affected in the future by adverse economic, social and political events. Furthermore, the Argentine financial system since its growth strongly depends on deposit levels, due to the small size of its capital markets and the absence of foreign investments during the previous years. Recently, numerous local financial entities, such as the Bank, have accessed the global financial markets for funding through the placement of debt securities, on satisfactory terms, but this trend may not last and there is uncertainty as to whether the current availability of funds from the international markets will continue in coming years.

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Although liquidity levels are currently reasonable, no assurances can be given that these levels will not be reduced in the future due to adverse economic conditions that could negatively affect the Bank’s business.

If, in the future, depositor confidence further weakens and the deposit base contracts,continues to contract, such loss of confidence and contraction of deposits will have a substantial negative impact on the ability of financial institutions, including the Bank, to operate as financial intermediaries. If the Bank is not able to act as a financial intermediary and otherwise conduct its business as usual, the results of its operations could be adversely affected or limited, affecting its ability to distribute dividends to us, which in turn could affect our results of operations and financial condition.

The growth and profitability of Argentina’s financial system partially depend on the development of long-term funding.

In recent years, the Argentine financial system grew significantly in nominal terms. Loans to the private sector grew by approximately 30.8% in 2013, 20.3% in 2014, 37.1% in 2015, 31.4% in 2016 and 51.7% 2017, for the financial system as a whole.

Since most term deposits (more than 95%) are short-term deposits with a term of less than three months, a substantial portion of the loans have very short maturity, and there is a small portion of medium- and/or long-term credit lines.

The uncertainty about the level ofability to reduce inflation in the future and whether the Macri administration will be able to continue the declining trend observed in previous months and meet the inflation targets announces, is a principal obstacle preventing a faster recovery of Argentina’s private sector long-term lending and thus the financial system size. This uncertainty has had, and may continue to have, a significant impact 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 grow, the ability of financial institutions, including us, to generate profits will be negatively affected.

Our asset quality and that of other financial institutions may deteriorate if the Argentine private sector does not fully recover.

As a result ofArgentina’s current macroeconomic environment, including the economic recession since 2018, high interest rates,high inflation and depreciation of the Peso, the capacity of many Argentine private sector debtors to repay their loans has deteriorated significantly, materially affecting the asset quality of financial institutions, including the Bankand CCF. Additionally, due to the ongoing COVID-19 pandemic and thegovernment measures taken to contain the spread of the virus, since mid-March 2020 economy activity has been disrupted. The new Fernández administration has recently taken fiscal, monetary and social measures to address the effects of the current macroeconomic environment;however, these measures may notbe sufficient to offset thesignificant impacts of Argentina’s economicrecession and the COVID-19 pandemic. Consequently, the quality of the Bank’sand CCF’s assets may further deteriorate, if customersare not able to repay their loans,thereby also increasing loan loss provisions.In such event our results of operations and financial conditionwould be adversely affected.

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Increased competition and consolidation in the banking and financial industry could adversely affect our operations.

We expect competition in the banking and financial sector to continue to increase. Such increased competition in the banking and financial sector could reduce prices and margins and the volume of operations and our market share. Therefore, our results of operations could be adversely affected.

Enforcement of creditors’ rights in Argentina may be limited, costly and lengthy.

In order to protect debtors affected by the economic crisis in 2001-2002, 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.Recently, in order to mitigate theeconomic impact resulting from the ongoing COVID-19 pandemic and government measures taken to contain the spread of the virus, the new Fernández administrationhas, among other things, suspended mortgage foreclosures until September 30, 2020. For more information on regulations in connection with the COVID-19pandemic, see “Item 4.B.—Business Overview—Argentine Banking Regulations – Government Measures in Response to the Ongoing COVID-19 Pandemic.”

Although such measures have been rescinded, in the future they could be reinstated, or the government could take other measures that limit creditors’ rights. Any such measures, limitingand 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.

The Consumer Protection Law and the Credit Card Law may limit some of the rights afforded to us and our subsidiaries.

Argentine Consumer Protection Law No. 24,240, as supplemented or amended (the “Consumer Protection Law”) establishes a number of rules and principles for the protection of consumers. Although the Consumer Protection Law does not contain specific provisions for its enforcement in relation to financial activities, it contains general provisions that might be used as grounds to uphold such enforcement, as it has been previously interpreted in various legal precedents. Moreover, the new Argentine Civil and Commercial Code has captured the principles of the Consumer Protection Law and established their application to banking agreements. Additionally, Law No. 25,065 (as amended by Law No. 26,010 and Law No. 26,361, the “Credit Card Law”) also sets forth several mandatory regulations designed to protect credit card holders.

The application of both the Consumer Protection Law and the Credit Card Law by administrative authorities and courts at the federal, provincial and municipal levels has increased. Moreover, administrative and judicial authorities have issued various rules and regulations aimed at strengthening consumer protection. In this context, the Central Bank issued Communication “A” 5460, as supplemented and amended, granting broad protection to financial services customers, limiting fees and charges that financial institutions may validly collect from their clients.

In addition, the Argentine Supreme Court issued theAcordada 32/2014, creating the Public Registry of Collective Proceedings for the purpose of registering collective proceedings (such as class actions) filed with national and federal courts. In the event that we or our subsidiaries are found to be liable for violations of any of the provisions of the Consumer Protection Law or the Credit Card Law, the potential penalties could limit some of our rights or our

subsidiaries’ rights. For example, reducing our or their ability to collect payments due from services and financing provided us and adversely affect our or their financial results of operations.

On September 18, 2014, a new pre-judicial service of dispute resolution was created by Law No. 26,993, in order for consumers and providers to resolve any dispute within the course of 30 days, including fines for companies that do not attend to the hearings.

Furthermore, the rules that govern the credit card business provide for variable caps on the interest rates that financial entities may charge clients and the fees that they may charge merchants. Moreover, general legal provisions exist pursuant to which courts could decrease the interest rates and fees agreed upon by the parties on the grounds that they are excessively high. A change in applicable law or the existence of court decisions that lower the cap on interest rates and fees that clients and merchants may be charged would reduce the Bank’s and CCF’s revenues and therefore negatively affect our consolidated results.


 

Class actions against financial institutions for an indeterminate amount may adversely affect the profitability of the financial system and of the Bank, specifically.

Certain public and private organizations have initiated class actions against financial institutions in Argentina, including the Bank. See “Item 8.A Consolidated Statements and Other Financial Information—Legal ProceedingsInformation.” The Argentine National Constitution and the Consumer Protection Law contain certain provisions regarding class actions. However, their guidance with respect to procedural rules for instituting and trying class action cases is limited. Nonetheless, Argentine courts have admitted class actions in certain cases, including various lawsuits against financial entities related to “collective interests” such as alleged overcharging on products, interest rates and advice in the sale of public securities. Recently, some of these lawsuits have been settled by the parties out of court. These settlements have typically involved an undertaking by the financial institution to adjust the fees and charges. 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.

In the future, court and administrative decisions may increase the degree of protection afforded to our debtors and other customers, or be favorable to the claims brought by consumer groups or associations. This could affect the ability of financial institutions, including us, to freely determine charges, fees or expenses for their services and products, therefore affecting their business and results of operations.

We operate in a highly regulated environment, and our operations are subject to regulations adopted, and measures taken, by several regulatory agencies.

Financial institutions are subject to significant regulation relating to functions that historically have been determined by the Central Bank and other regulatory authorities. The Central Bank may penalize our main subsidiary, the Bank, as well as our subsidiary CCF, in case of any breach of applicable regulations. Similarly, the CNV, which authorizes our securities offerings and regulates the public markets in Argentina, has the authority to impose sanctions on us and our Board of Directors for breaches of corporate governance. In addition, pursuant to Law No. 26,831, the CNV may appoint supervisors with veto powers over resolutions of our Board of Directors and may temporarily remove our Board of Directors, when, as determined by the CNV, minority shareholders’ or bondholders’ interests or rights have been infringed upon.

The Financial Information Unit (Unidad de Información Financiera or “UIF”) regulates matters relating to anti-money laundering and has the ability to monitor compliance with any such regulations by financial institutions and, eventually, impose sanctions. Any such regulatory agencies could initiate proceedings against us, our shareholders or directors and, accordingly, impose sanctions on us or any of our subsidiaries.

In addition to regulations specific to ourOur industry we areis the subject toof a wide range of federal, provincial and municipal regulations and supervision generally applicable to businesses operating in Argentina,tight regulatory framework, including laws and regulations pertaining to labor, social security, public health, consumer protection,measures that have affected the environment, competition and price controls.

Specifically, a series of new regulations were enacted from the beginning of 2012 until President Macri assumed office, incorporating new requirements and restrictions for financial institutions, including: (i) mandatory credit lines

for productive purposes, with a maximum interest rate established by regulation; (ii) rules limiting the reference interest rate for personal loans and car loans granted to retail customers that are not considered a micro, small or medium size company; (iii) a prior authorization requirement with respect to the introduction of new fees for new products and/or services offered and to increase existing fees; (iv) rules limiting minimum rates applicable to term deposits made by individuals; and (v) rules limiting the abilityprofitability of financial institutions to receive remuneration or profits from any insurance product that customers are obligated to purchase as a condition for accessing financial services. However, on December 17, 2015,and limit the limits imposed on interest rates applicable to transactions referred to in items (ii) and (iv) were eliminated and financial entities andpossibility of covering their customers may now freely agree upon such interest rates.positions against currency fluctuations. See Item“Item 4.B Business overview—Argentine Banking Regulation—Interest Rate and Fee Regulations.Regulation.

In 2012, the Central Bank increased the capital requirements for financial institutions following the Basel II standard as well as several other measures related to Basel III, including with respect to capital, leverage and liquidity.  In addition, since January 2016, pursuant to Communication “A” 5827 issued by the Central Bank, there are additional capital margin requirements, composed of a capital conservation margin and a countercyclical margin. Pursuant to these regulations, the capital conservation margin is 2.5% of the amount of risk weighted assets, or RWA, and in the case of entities considered by the Central Bank to be systemically important, or D-SIB, the margin will be increased to 3.5% of RWA. The countercyclical margin must be within a range of 0% to 2.5% of RWA. Pursuant to Communication “A” 5938, as amended and supplemented, the applicable countercyclical margin is currently 0%. See “Item 4.B Business overview—Argentine Banking Regulation—Minimum Capital Requirements.”

In July 2016, by means of Communication “A” 6013, as amended by Communication “A” 6464, the Central Bank eliminated the requirement to maintain a certain regulatory capital threshold after the distribution of dividends by financial institutions.

The Central Bank has also imposed restrictions on the positive foreign currency net global position of financial institutions, which have been modified several times, to prevent the Central Bank’s foreign currency reserves from further decreasing. As of the date of this annual report, the positive foreign currency net global position, calculated by using monthly averages of daily balances,  may not exceed 25% of the lesser of the financial institution’s RPC (as defined below) computed for the relevant preceding month or the financial institution’s own liquid assets for the preceding month. For a more detailed description of changes, see “Item 4.B Business overview—Argentine Banking Regulation—Foreign Currency Net Global Position.”

The absence of a stable regulatory framework orand the imposition of measures that may affectaffects the profitability of financial institutions and limit the capacity to hedgepossibility of covering their positions against currency fluctuations could resultresults in significant limitsimportant limitations with respect to the decisions of financial institutions’ decisions, suchinstitutions, as is the Bank and CCF, regarding asset allocation.case of us, in relation to the allocation of the asset. In turn, this situation could cause uncertainty and negativelymay adversely affect our future financial activities and resultsour result of operations. In addition, existingOn the other hand, current or future legislationlaws and regulation couldregulations may require material expendituressubstantial expenses or otherwise have a materialan adverse effect on our consolidated operations.

In addition, pursuant to Communication “A” 5785, as amended by Communication “A” 5813”, sanctions imposed by the Central Bank, the UIF, the CNV and/or the National Superintendency of Insurance on financial institutions and/or their authorities, may result in the revocation of their licenses to operate as financial institutions. Such revocation may occur when, in the opinion of the Board of Directors of the Central Bank, there was a material change in the conditions deemed necessary to maintain such license, including those relating to the suitability, experience, moral character or integrity of (i) the members of a financial institution’s Board of Directors (directors, counselors or equivalent authorities), (ii)  its  shareholders, (iii) the members of its supervisory committee and (iv) others, such as its managers.

Even though the Macri administration has taken steps towards increasing the flexibility of the regulatory framework for the financial entities, including the elimination of several restrictions adopted by the previous government as described above, thereThere can be no assurances that new and tighter regulations will not be implemented in the future, which could cause uncertainty and could negatively affect our future financial activities and results of operations. Also, the imposition of measures that may affect the profitability of financial institutions and limit the capacity to hedge against currency fluctuations could result in significant limits to financial institutions’ decisions, such as the

Bank and CCF, regarding asset allocation. In addition, existing or future legislation and regulation could require material expenditures or otherwise have a material adverse effect on our consolidated operations.

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Exposure to multiple provincial and municipal legislation and regulations could adversely affect our business or results of operations.

Argentina has a federal system of government with 23 provinces and one autonomous city (Buenos Aires),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. Although we have not experienced any material adverse effects from this, futureFuture developments in provincial and municipal legislation concerning taxes, provincial regulations or other matters may adversely affect our business or results of operations.

Future governmental measures or regulations may adversely affect the economy and the operations of financial institutions.

The Argentine government has historically exercised significant influence over the economy, and financial institutions, in particular, have operated in a highly regulated environment. Laws and regulations currently governing the economy or the banking sector may continue to change in the future, and any changes may adversely affect our business, financial condition and results of operations.

SeveralIn the past, several different bills to amend the Argentine Financial Institutions Law No. 21,526 (the “FIL”) have been put forth for review by the Argentine Congress, seeking to amend different aspects of the FIL, 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. A thorough amendment of the FIL would have a substantial effect on the banking system as a whole. If any such a bill iswere passed, or any other amendment to the FIL isbe 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.

The amendmentasset quality of financial institutions, including the Bank, our main subsidiary, may be affected by exposure to public sector debt and short term securities issued by the Central Bank’s CharterBank.

Argentine financial institutions usually hold public sector debt issued by the national, provincial and the Convertibility Law may adversely affect the Argentine economy.

On March 22, 2012, the Argentine Congress passed Law No. 26,739, which amended the charter ofmunicipal governments and securities – generally short term – issued by the Central Bank as part of their portfolios. As of December 31, 2019, the financial institutions’ exposure to the public sector represented 8.4% of total assets and the Convertibility Law. This new law amended the objectivestheir holdings of short term securities issued by the Central Bank (as established in its charter) and removed certain provisions previously in force. Pursuantrepresented 5.6% of total assets. As of December 31, 2019, our exposure to the termspublic sector amounted to Ps.4.0 billion, representing 2.7% of the new law,our total assets as of that date and our exposure to short term securities issued by the Central Bank will focusamounted to Ps.7.2 billion or 4.9% of our total assets as of such date.

By virtue of Executive Decrees 596/2019 and 609/2019, the Executive Branch resolved to restructure the maturity schedule ofshort-term public sector debt securities(“Letes”, “Lecaps”, “Lelink” and “Lecer”), extending the maturity date to February 2020. Afterwards, through Decree No. 49/2019, the Argentine government further extended the maturity date of certain “Letes” to August 31, 2020. In addition, on promoting monetaryFebruary, 2020, the Secretary of the Treasury and the Secretary of Finance issued Joint Resolution 6/2020, by which certain “Lecaps” and “Letes” which had already been reprofiled pursuant to Executive Decrees No. 596/2019 and 609/2019 were subsequently exchanged by peso-denominated treasury bills (“Lebads”) maturing on September 18, 2020. On April 5, 2020 the Argentine government also issued Decree No. 346/2020, by which the repayment of Argentine law-governed U.S. dollar-denominated notes was postponed. Our holdings of “Letes” and “Lecaps” were affected as a result of theaforementioned restructuring measures of Argentine law-governed sector public debt adopted by the Argentine goverment.

In addition to the public sector debt restructuring process described in the aforementioned paragraph, the Argentine government has alsolaunched an exchange offer with the aim of refinancing its foreign law-denominated external indebtedness. For more information on this offer, see “Item 5.A—Operating Results—The Argentine Economy and Financial System—Argentina’s Sovereign Debt Restructuring”.

To some extent, the value of the assets held by Argentine financial stabilityinstitutions, as well as development with social equity. In addition,their income generation capacity, is dependent on the conceptpublic sector’s creditworthiness, which is in turn dependent on the Argentine and the provincial government’s ability to promote sustainable long-term economic growth, generate tax revenues and control public spending. Should the public sector fail to fulfill its commitments in due time and proper form, this could have a negative adverse effect on our business, financial situation and results of “freely available reserves” was eliminated, grantingoperations. Moreover, failure by the Argentine government access to additional reserves to pay debt. Further, this new law provides thatsuccessfully carry out the Central Bankrestructuring of its foreign financial indebtedness may set the interest rate and terms of loans granted by financial institutions.

Regarding the reserves, if the government were to utilize such Central Bank’s reserves to make payments on its public debt or finance public spending, this may result in increased inflation, which would hinder economic growth. In addition, a decrease in the Central Bank’s reserves could adverselyfurther affect the Argentine financial system’s capacitypublic sector’s creditworthiness and negatively affect the Bank’s exposure to withstandpublic sector debt and overcome the effects of an economic crisis (either domestic or international), negatively affecting economic growth and, in turn, our consolidated results and results of operations.therefore its asset quality.

Risks Relating to Our Business

Due to our exposure to middle and lower-middle-income individuals and SMEs, the quality of our consolidated loan portfolio is more susceptible to economic downturns and recessions.

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Our consolidated loan portfolio is concentrated inexposed to the segments of SMEs and middle and lower-middle-income individuals, which are more vulnerable to economic recessions than large corporations and higher income individuals. The quality of our portfolio of loans to SMEs and to individuals is therefore dependent to a large extent

on domestic and international economic conditions. Consequently, we may experience higher levels of past due amounts, which could result in higher provisions for loan losses. See “Item 4.D Property, plants and equipment—Selected Statistical Informationequipment.”

The loan portfolio of the retail segment, which includes individuals and companies with annual sales of up to Ps.100 million, depending on commercial activity, represented approximately 43% of the consolidated loan portfolio (net of provisions) as of December 31, 2019. If the economy in Argentina experiences a significant downturn, this could materially and adversely affect the liquidity, businesses and financial condition of our customers, which may in turn cause us to experience higher levels of past due loans, thereby resulting in higher provisions for loan losses and subsequent write-offs. This may materially and adversely affect the credit quality of our loan portfolio, our asset quality, our results of operations and our financial condition.

We may continue to seek potential acquisitions, but we may not be able to complete such acquisitions or successfully integrate businesses that we acquire.

In the past, in addition to organic growth, we have significantly expanded our business through acquisitions. We expect to continue considering acquisition opportunities that we believe may add value and are compatible with our business strategy.

In this respect, we may not be able to continue to identify opportunities or consummate acquisitions leading to economically favorable results or that any future acquisition will, if required, be authorized by the Central Bank, which would limit our ability to implement an important component of our growth strategy. In addition, in the event that an acquisition opportunity is identified and authorized, successful integration of the acquired business entails significant risks, including compatibility of operations and systems, unexpected contingencies, employee retention, compliance, customer retention, and delays in the integration process.

Changes in market conditions and any associated risks, including interest rate and currency exchange volatility, could materially and adversely affect our consolidated financial condition and results of operations.

We are directly and indirectly affected by changes in market conditions. Market risk, or the risk that values of assets and liabilities or revenues will be adversely affected by variations in market conditions, including interest rate and currency exchange volatility, is inherent in the products and instruments associated with our operations, including loans, deposits, long-term debt and short-term borrowings.

In particular, our results of operations depend to a great extent on our net financial income. Net interestfinancial income represented 62.0%87.5% of our net financial incomeoperating revenue in 2019 and services income fee85.2% in 2015, 66.0% in 2016 and 70.2% in 2017.2018. Changes in market interest rates could affect the interest rates earned on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities, leading to a reduction in our net interestfinancial income or a decrease in customer demand for our loan or deposit products. In addition, increases in interest rates could result in higher debt service obligations for our customers, which could, in turn, result in higher levels of delinquent loans or discourage customers from borrowing. Interest rates are highly sensitive to many factors beyond our control, including the minimum reserve policies of the Central Bank, regulation of the financial sector in Argentina, domestic and international economic and political conditions and other factors.

Any changes in interest rates and currency exchange rates could adversely affect our business, our future financial performance and the price of our securities.

Reduced spreads between interest rates on loans and those on deposits, without corresponding increases in lending volumes, could adversely affect the Bank’s and CCF’s profitability.

Historically, the Argentine financial system witnessed a decrease in spreads between the interest rates on loans and deposits as a result of a decrease in inflation or increased competition in the banking sector.sector and the Argentine government’s tightening of monetary policy in response to inflation concerns. The interest rate spreads of the Bank and CCF follow the same trend. If inflation reduces, competition continues or increases and interest rate spreads decrease, without corresponding increases in the volume of the Bank’s loans such decrease could adversely affect our consolidated results of operations and financial condition.

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We are a holding company and we conduct our business through our subsidiaries. Our ability to invest in our business developments will depend on our subsidiaries’ ability to pay dividends to us.

As a holding company, we conduct our operations through our subsidiaries, the largest of which is the Bank. Consequently, we do not operate or hold substantial assets, except for equity investments in our subsidiaries and temporary liquidity. Except for such assets, our ability to invest in our business developments and to repay obligations is subject to the funds generated by our subsidiaries and their ability to pay cash dividends. In the absence of such funds, we may have to resort to financing options at unappealing prices, rates and conditions. Additionally, such financing could be unavailable when we may need it.

Each of our subsidiaries is a separate legal entity and due to legal or contractual restrictions, as well as to their financial condition and operating requirements, they may not be able to distribute dividends to us. Our ability to develop our business, meet our payment obligations and pay dividends to our shareholders could be limited by restrictions preventing our subsidiaries from paying us dividends. Investors should take such restrictions into account when analyzing our investment developments and our ability to cancel our obligations.

Our estimates and established reserves for credit risk and potential credit losses may prove to be insufficient, which may materially and adversely affect our asset quality and 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 establish reserves for credit risk and potential credit losses. This process involves subjective and complex judgments, including projections of economic conditions and assumptions on the ability of our borrowers to repay their loans.

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 asset quality and our financial condition and results of operations may be materially and adversely affected.

The Bank’s revenues from its business with senior citizens could decrease or cease to grow if the Bank’s agreement with ANSES is terminated or not renewed.

Since 1996, the Bank has acted as one of the paying agents of social security payments to senior citizens on behalf of the government pursuant to an agreement with ANSES. In December 2014, pursuant to Resolution No. 648/14, ANSES renewed its agreement with the paying agents for a six-year period. In December 2017,2019, the Bank made payments on behalf of ANSES to approximately 1,123,000988,000 senior citizens and beneficiaries. Offering this service to senior citizens allows the Bank ready access to a pool of potential consumers of financial services. The Bank derives an important part of its revenues (35.0%(26% as of December 31, 2017)2019) from the sale of financial services throughto senior citizens dedicatedin our service branches. The Bank’s agreement with ANSES provides that it will continue in effect as long as the parties continue performing their obligations for a six-year term. ANSES has the right to terminate the agreement with 90 days prior notice.

The termination of the agreement with ANSES, a decision by ANSES not to renew the agreement in December 2020, or ANSES’s failure to add new senior citizens to the payment service could have a negative effect on our business and results of operations.


Since short-term deposits are one of our main sources of funds, a sudden shortage of short-termthe term of our deposits could cause an increase in costs of funding, affect our liquidity ratios and have an adverse effect on our revenues.

Deposits are one of our primary sources of funding, representing 60.1%71.3% of our total liabilities as of December 31, 2017.2019. A significant portion of our assets has longer maturities, resulting in a mismatch between the maturities of liabilities and the maturities of assets. If a substantial number of our depositors withdraw their sight deposits or do

not roll over their time deposits upon maturity, our liquidity position, results of operations and financial condition may be materially and adversely affected.In the event of a sudden or unexpected shortage of funds in the banking system, money markets in which we operate may not be able to maintain levels of funding without incurring high funding costs or the liquidation of certain assets. If this were to happen, we may be unable to fund our liquidity needs at competitive costs and our results of operations and financial condition may be materially adversely affected.

Because our main subsidiary, the Bank, as well as CCF, are financial institutions, any insolvency proceeding against them would be subject to the powersintervention of and intervention by the Central Bank, which may limit the remedies otherwise available and extend the duration of the proceedings.

any insolvency proceeding.

Under Argentine law, the liquidation and commencement of bankruptcy or liquidation proceedings against financial institutions, until their banking license has been revokedthe revocation by the Central Bank of their banking license, may only be commenced by the Central Bank. If the Bank and/or CCF are unable to pay their debts as they come due, the Central Bank would intervene and revoke their respective banking and “compañía financiera” licenses, and file a bankruptcy petition before a commercial court. If the Central Bank intervenes, the reorganization proceeding could take longer and it is likely that the shareholders’ remedies would be restricted. During any such process, the Central Bank would have to consider its interests as a regulator and, as a result, could prioritize the claims of other creditors and third parties against the Bank and/or CCF. As a result of any such intervention, shareholders may realize substantially less on the claims than they would in a regular bankruptcy proceeding in Argentina, the United States or any other country.

Our controlling shareholder has the ability to direct our business, and potential conflicts of interest could arise.

Our controlling shareholder, Julio Patricio Supervielle, directly or beneficially owned as of April 27, 2018, 126,738,18828, 2020, 61,738,188 Class A shares and 37,030,42298,684,713 Class B shares. Virtually all decisions made by shareholders will continue to be directed by our controlling shareholder. He may, without the concurrence 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 redemption of shares, effect a related party transaction and determine the timing and amounts of dividends, if any. According to our bylaws, a two-thirds vote by our Class A shares is required, regardless of the percentage of our total capital they represent, in order for us to duly resolve a merger with another company, a voluntary dissolution, our relocation abroad, and the fundamental change in our corporate purpose. Mr. Supervielle’s interests may conflict with your interests as a holder of Class B shares or ADSs, and he may take actions that might be desirable to him but not to other shareholders.

Early termination of CCF’s business agreement with Walmart could have an adverse effect on our revenue.

In April 2000, CCF (formerlyGE Compañía Financiera) and Walmart entered into a commercial agreement pursuant to which CCF became the sole provider of financial services for Walmart’s customers in Argentina. The agreement was renewed in 2005, in 2010 and in December 2014. Such agreement is key to CCF’s overall performance. This agreement expires in August 2020 and, while it contains an option fora renewal is currently being negotiated, it may not be renewed on the same terms or at all. In addition, the agreement is subject under certain conditions to voluntary termination by Walmart Argentina. The decision by Walmart Argentina not to renew or to terminate the agreement could negatively affect our expected benefit from this alliance and could result in a material adverse effect on CCF’s financial condition and results of operations.

 

Differences in the accounting standards between Argentina and certain countries with highly developed capital markets, such as the United States, may make it difficult to compare our audited consolidated financial statements and reported earnings with companies in other countries and the United States.


 

Except as otherwise described herein, we prepared our 2017 audited consolidated financial statements in accordance with the Central Bank regulations, which differ in certain significant respects from U.S. GAAP and from Argentine GAAP. As a result, except for our net income and our shareholders’ equity as of and for the years ended December 31, 2017 and 2016 which have been reconciled with U.S. GAAP, our audited consolidated financial statements are not directly comparable to those of banks in the United States. Implementation of IFRS in Argentina took place for the fiscal years beginning on January 1, 2018.

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 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.

In addition, contingency plans in place may not be sufficient to cover liabilities associated with any such events, and we do not have insurance to cover cyber risks and breaches. Our operational systems and networks have been, and will continue to be, subject to an increasing risk of continually evolving cybersecurity or other technological risks.

Although we intend to continue to implement security technology devices and establish operational procedures to prevent such damage, it is possible that not all of our systems are entirely free from vulnerability and these security measures will not 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 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 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.

We are susceptible to fraud, unauthorized transactions and operational errors.

As with other financial institutions, we are susceptible to, among other things, fraud by employees or outsiders, unauthorized transactions by employees and other operational errors (including clerical or record keeping errors and errors resulting from faulty computer or telecommunications systems). Given the high volume of transactions that may occur at a financial institution, errors could be repeated or compounded before they are discovered and remedied. In addition, some of our transactions are not fully automated, which may further increase the risk that human error or employee tampering will result in losses that may be difficult to detect quickly or at all. Losses from fraud by employees or outsiders, unauthorized transactions by employees and other operational errors could have a material adverse effect on us.

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Our policies and procedures may not be able to detect money laundering and other illegal or improper activities fully or on a timely basis, which could expose us to fines and other liabilities.

We are required to comply with applicable anti-money laundering laws, anti-terrorism financing laws and other regulations. These laws and regulations require us, among other things, to adopt and enforce “know your customer” policies and procedures and to report suspicious or large transactions to the applicable regulatory authorities. While we have adopted policies and procedures aimed at detecting and preventing the use of banking networks for money laundering activities and by terrorists and terrorist-related organizations and individuals generally, such policies and procedures may not completely eliminate instances where they may be used by other parties to engage in money laundering and other illegal or improper activities. If we fail to fully comply with applicable laws and regulations, the relevant government authorities to which they report have the power and authority to impose fines and other penalties. In addition, our businesses and reputation could suffer if customers use our financial institutions for money laundering or illegal or improper purposes. As of the date of this annual report, we have not been subject to fines or other penalties, and we have not suffered business or reputational harm, as a result of any money laundering activities in the past.

You may not be able to effect service of process within the United States upon us, our directors and officers and certain advisors.

All of our directors and all our officers and certain advisors named herein reside in Argentina or elsewhere outside the United States. As a result, you may not be able to effect service of process within the United States upon such persons.

Risks Relating to Our Class B Shares and the ADSs

Holders of our Class B shares and the ADSs may not receive any dividends.

We are a holding company and our ability to pay dividends depends on the cash flow and distributable income of our operating subsidiaries, particularly the Bank. We and our subsidiaries are subject to contractual, legal and regulatory requirements affecting our ability to pay dividends.

In particular, dividend distribution by the Bank is subject to the requirements established by the rules of the Central Bank, as amended from time to time. Pursuant to such regulations, dividend distributions shall be admitted as long as none of the following circumstances apply(i)apply (i) the financial institution is subject to a liquidation procedure or the mandatory transfer of assets ordered by the Central Bank in accordance with section 34 or 35 bis of the FIL; (ii) the financial institution is receiving financial assistance from the Central Bank; (iii) the financial institution is not in compliance with its reporting obligations to the Central Bank; (iv) the financial institution is not in compliance with minimum capital requirements (both on an individual and consolidated basis and excluding any individual franchise granted by the Superintendency) and with minimum cash reserves (on average), whether in Pesos, foreign currency or securities issued by the public sector; (v) if the average minimum cash reserve is lower than the amount of cash required by the latest reported position or the pro forma position after making the dividend payment; and/or (vi) if the financial institution did not comply with the applicable Additional Capital Margins (as defined below). Financial institutions that comply with all of the above mentioned conditions may distribute dividends up to an amount equal to: (i) the positive balance of the account “unappropriated earnings” (resultados no asignados) at the end of the fiscal year, plus (ii) voluntary reserves for future payments of dividends, minus (iii) voluntary reserves and mandatory statutory reserves registered as of that date and other items, such as (a) 100% of the debit balance of each of the items recorded under “Other accumulated comprehensive income”, (b) the result from the revaluation of property, plant, equipment and intangible assets and investment properties, (c) the net positive balance of the book-value and the market-value of certain public debt securities and Central Bank notes that the financial institution owns that are not marked to market, (d) unrecorded adjustments of asset value informed by the Superintendency of Financial and Exchange Entities (Superintendencia de Entidades Financieras y Cambiarias, or “Superintendency”) or mentioned by external auditors on their report, and (e) individual exemptions for asset valuation granted by the Superintendency.

In addition, financial entities may not distribute profits with the profit arising from the application of IFRS for the first time, and must set up a special reserve that can only be canceled for capitalization or to absorb any negative

balances from the item “Unassigned Results.” See “Item 4.B Business overview—Argentine Banking Regulation—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution.”

In 2016 and 2017, we received the following dividend payments in cash from our subsidiaries: (i) Ps.73.0 million in 2017 and Ps.61.3 million in 2016 from SAM, (ii) Ps. Ps.23.1 million and Ps.42.3 million in 2017 and 2016 from Espacio Cordial, and (iv) Ps.150 million and Ps.76.8 million in 2017 and 2016 from Supervielle Seguros, and (v) Ps.0 million and Ps.6.5 million in 2017 and 2016 from Sofital. We did not receive dividend payments from the Bank or our other subsidiaries during 2017 and 2016.

Although distribution of dividends to us by the Bank has been authorized by the Central Bank in the past, it is possible that in the future the Central Bank may limit the Bank’s ability to distribute dividends approved by its shareholders at the annual ordinary shareholders’ meeting without its prior consent, or such authorization may not be for the full amount of distributable dividends.

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ChangesFurthermore, on March 19, 2020, in the Argentine tax laws may adversely affectmidst of the resultscoronavirus’ outbreak crisis, the Central Bank issued Communication “A” 6939, by virtue of our operations and the tax treatment of our Class B shares and/or the ADSs for the period prior to December 31, 2017.

On September 23, 2013, Law No. 26,893, which amended the Income Tax Law, was enacted. According to the amendments, the distribution of dividends by an Argentine corporationfinancial entities was subjecttemporarily suspended until June 30, 2020. We cannot assure this measure will not be extended after this period nor the extent to income tax at a rate of 10.0%, unless such dividends were distributed to Argentine corporate entities (the “Dividend Tax”).

The Dividend Tax was repealed by Law No. 27,260, enacted on June 29, 2016, and consequently no income tax withholding is applicable on the distribution of dividends in respect of both Argentine and non-Argentine resident shareholders, except when dividends distributed are greater than the income determined according to the application of the Income Tax Law, accumulated at the fiscal year immediately preceding the year on which the distribution is made. In such case,measure may affect the excess is subjectBank’s ability to a rate of 35%, for both Argentine and non-Argentine resident shareholders. This treatment applies only topay dividends to be distributed at any time out of retained earnings accumulated until the end of the last fiscal year starting before January 1, 2018.us.

However, pursuant to Law No. 27,430, dividends to be distributed out of earnings accrued in fiscal years starting on or after January 1, 2018, and other profits paid in cash or in kind —except for stock dividends or quota dividends—by companies and other entities incorporated in Argentina referred to in the Income Tax Law, Sections 69 (a)(1), (2), (3), (6), (7) and (8), and Section 69(b) to Argentine resident individuals and foreign beneficiaries will be subject to income tax at a 7% rate on profits accrued during fiscal years starting January 1, 2018 to December 31 2019, and at a 13% rate on profits accrued in fiscal years starting 1 January 2020 and onwards. If dividends are distributed to Argentine corporate taxpayers (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of foreign entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina), no dividend tax should apply. See “Item 10.E Taxation—Material Argentine Tax Considerations.”

In addition, capital gains realized from  the disposal of shares and other securities, including securities representing shares and deposit certificates, are subject to capital gains tax.

Law No. 27,430 established that as from January 1, 2018, capital gains realized by Argentine resident individuals  from the disposal of shares and ADSs are exempt from capital gains tax in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares are traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV.

Such law also provides that the capital gains tax applicable to non-residents for transactions entered into until December 30, 2017 is still due, although no taxes will be claimed to non-residents with respect to past sales of Argentine shares or other securities traded in CNV’s authorized markets (such as ADSs) as long as the cause of the non-payment was the absence of regulations stating the mechanism of tax collection at the time the transaction was closed. General Resolution (AFIP) 4.227, which will come into effect on April 26, 2018, stipulates the procedures

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through which the income tax should be paid to the AFIP. The payment of capital gains tax applicable for transactions entered into before December 30, 2017 is due on June 11, 2018.

In addition, Law No. 27,430 and Decree 279/2018, maintain the 15% capital gains tax (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) on the disposal of shares or securities by non-residents. However, non-residents are exempt from the capital gains tax on gains realized from the sale of (a) Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV; and (b) depositary shares or depositary receipts issued abroad, when the underlying securities are shares (i) issued by Argentine companies, and (ii) with authorization of public offering. The exemptions will only apply to the extent the foreign beneficiaries reside in, or the funds used for the investment proceed from, jurisdictions considered as cooperating for purposes of the exchange of tax information.

In case the exemption is not applicable and, to the extent foreign beneficiaries do not reside in, or the funds do not arise from, jurisdictions not considered as cooperative for purposes of fiscal transparency, the gain realized from the disposition of shares 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. In case such foreign beneficiaries reside in, or the funds arise from, jurisdictions not considerd as cooperative for purposes of fiscal transparency, a 35% tax rate on the the net capital cagin or at a 31.5% effective rate on the gross price should apply.

Therefore, holders of our Class B shares or the ADSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences of owning our Class B Shares or the ADSs. See “Item 10.E Taxation—Material Argentine Tax Considerations.”

Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds offor any sale of, the Class B shares underlying the ADSs.

Since the beginning of December 2001 until President Macri assumed office, the Argentine government implemented monetary and foreign exchange control measures that included restrictions on the withdrawal of funds deposited with banks and on the transfer of funds abroad, including dividends, without prior approval by the Central Bank, most of which were eliminated by the Macri administration.

Although the transfer of funds abroad by local companiesExchange controls currently in order to pay annual dividends only to foreign shareholders and the depositary for the benefit of the ADS holders based on approved audited financial statements no longer requires Central Bank approval, other exchange controlsplace could impair or prevent the conversion of anticipated dividends, distributions, or the proceeds from any sale of Class B shares, as the case may be, from Pesos into U.S. dollars and the remittance of the U.S. dollars abroad. In particular, with respect to the proceeds ofdividends and distributions on any sale of Class B shares underlying the ADSs, as of the date of this annual report, the conversion from Pesos into U.S. dollars and the remittance of such U.S. dollars abroad is not subject to prior Central Bank approval, providedwhich may not be granted. Access to the foreign beneficiaryfree exchange market (“MLC,” as per its Spanish acronym) to pay dividends to non-resident shareholders is either a natural or legal person residing in or incorporated and established in jurisdictions, territories or associated states that are considered “cooperators forgranted subject to the purposes of fiscal transparency.” If such requirement is not met, prior Central Bank approval will be required.following conditions:

 

·Maximum amounts: the total amount of transfers made through the MLC for payment of dividends to non-resident shareholders may not exceed the 30% of the total value of the capital contributions made in the relevant local company that entered and settled through the MLC as of January 17, 2020. The total amount paid to non-resident shareholders shall not exceed the corresponding amount denominated in Argentine Pesos determined by the shareholders’ meeting to be distributed as dividends.
·Minimum Period: access to the MLC will only be granted after a period of not less than thirty (30) calendar days has elapsed as from the date of the settlement of the last capital contribution that is taken into account for determining the aforementioned 30% cap.
·Documentation requirements: dividends must be the result of closed and audited balance sheets. When requesting access to the MLC for this purpose, evidence of the definitive capitalization of capital contributions must be provided or, in lack thereof, evidence of filing of the process of registration of the capital contribution before the Public Registry shall be provided. In this case, evidence of the definitive capitalization shall be provided within 365 calendar days from the date of the initial filing with the Public Registry. If applicable, the external assets and liabilities reporting regime set forth by Communication “A” 6401 of the Central Bank (the “External Assets and Liabilities Reporting Regime”) shall have been complied with.

The Argentine government could reinstate restrictive measures in the future. In such a case, the depositary for the ADSs may be prevented from converting Pesos it receives in Argentina for the account of the ADS holders. If this conversion is not possible, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert or reinvest the foreign currency, you may lose some or all of the value of the dividend distribution. Also, if payments cannot be made in U.S. dollars abroad, the repatriation of any funds collected by foreign investors in Pesos in Argentina may also be subject to restriction. Moreover, available mechanisms to receive dividends in U.S. dollars may involve a significantly higher implicit exchange rate. See “Item 10.D Exchange Controls—Other Regulations—Sale of Foreign Currency to Non-residents.”

We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.

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In addition to the trading of our ADSs in the United States and countries other than Argentina, our Class B shares are traded in Argentina. Trading in the ADSs or our Class B shares on these markets will take place in different currencies (U.S. dollars on the New York Stock Exchange (“NYSE”) and Pesos on the Bolsas y Mercados Argentinos S.A. (“ByMA”))BYMA), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of these securities on these two markets may differ due to these and other factors. Any decrease in the price of our Class B shares on the ByMA 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.

Under Argentine Corporate Law, shareholder rights may be fewer or less well defined than in other jurisdictions.

Our corporate affairs are governed by our bylaws and by the Argentine Corporate Law,AGCL, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States (such as Delaware or New York), or in other jurisdictions outside Argentina. Thus, your rights or the rights of holders of our Class B shares under the Argentine Corporate LawAGCL to protect your or their interests relative to actions by our Board of Directors may be fewer and less well defined than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets may not be as highly regulated or supervised as the U.S. securities markets or markets in some of the other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, or other jurisdictions outside Argentina, putting holders of our Class B shares and the ADSs at a potential disadvantage.

Holders of our Class B shares and the ADSs located in the United States may not be able to exercise preemptive rights.

Under the Argentine Corporate Law,AGCL, if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe to a proportional number of shares to maintain their existing ownership percentage. Rights to subscribe for shares in these circumstances are known as preemptive rights.rights, pursuant to the AGCL. In addition, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on apro rata basis, which are known as accretion rights. Upon the occurrence of any future increase in our capital stock, United States holders of Class B shares or ADSs will not be able to exercise the preemptive and related accretion rights for such Class B shares or ADSs unless a registration statement under 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 may not file such a registration statement, or an exemption from registration may not 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 and accretion 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.

Non-Argentine companies that own our Class B shares directly and not as ADSs may not be able to exercise their rights as shareholders unless they are registered in Argentina.

Under Argentine law, foreign companies that own shares in an Argentine corporation are required to register with the Inspección General de Justicia (Superintendency of Legal Entities, or the “IGJ”), in order to exercise certain shareholder rights, including voting rights. If you own Class B shares directly (rather than ADSs) and you are a non-Argentine company and you are not registered with the IGJ, your ability to exercise your rights as a holder of our Class B shares may be limited.

Your voting rights with respect to the ADSs are limited by the terms of the deposit agreement.

Holders may exercise voting rights with respect to the Class B shares underlying ADSs only in accordance with the provisions of the deposit agreement. There are no provisions under Argentine law or under our bylaws that limit ADS holders’ ability to exercise their voting rights through the depositary with respect to the underlying Class B shares, except if the depositary is a foreign entity and it is not registered with the IGJ, and in this case, the depositary is registered with the IGJ. However, there are practical limitations upon the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with such holders. For example, Argentine Capital Markets Law No. 26,831 requires us to notify our shareholders by publications in certain official and private newspapers of at least 20 and no more than 45 days in advance of any shareholders’ meeting. ADS holders will not receive any notice of a shareholders’ meeting directly from us. In accordance with the deposit agreement, we will provide the notice to the depositary, which will in turn, if we so request, as soon as practicable thereafter provide to each ADS holder:

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·                  the notice of such meeting;

·                  voting instruction forms; and

·                  a statement as to the manner in which instructions may be given by holders.

·the notice of such meeting;
·voting instruction forms; and
·a statement as to the manner in which instructions may be given by holders.

To exercise their voting rights, ADS holders must then provide instructions to the depositary how to vote the shares underlying ADSs. Because of the additional procedural step involving the depositary, the process for exercising voting rights will take longer for ADS holders than for holders of Class B shares.

Except as described in this annual report, holders will not be able to exercise voting rights attaching to the ADSs.

The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell Class B shares underlying the ADSs at the price and time you desire.

Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States. The Argentine securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States, and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. As of December 31, 2017,2019, the ten largest Argentine companies in terms of market capitalization represented approximately 80%66% of the aggregate market capitalization of ByMA. Accordingly, although you are entitled to withdraw the Class B shares underlying the ADSs from the depositary at any time, your ability to sell such shares at a price and time at which you wish to do so may be substantially limited. Furthermore, if exchange controls are imposed by the Central Bank these could have the effect of further impairing the liquidity of the ByMA by making it unattractive for non-Argentines to buy shares in the secondary market in Argentina. See “Item 10.D Exchange Controls.”

Substantial sales of our Class B shares or the ADSs could cause the price of the Class B shares or of the ADSs to decrease.

We have shareholders that own a substantial amount of our Class B shares or ADSs. If such shareholders decide to sell a substantial amount of our Class B shares or the ADSs, or if the market perceives they intend to sell a substantial amount of our Class B shares or the ADSs, the market price of our Class B shares or the ADSs could drop significantly.

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 Argentine Corporate Lawthe AGCL or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.

Item 4Information of the Company
Item 4.AHistory and development of the Company

Item 4.Information of the Company

Recent Political and Economic Developments in Argentina

Presidential and congressional elections in Argentina took place in October and November 2015, resulting in Mr. Mauricio Macri being elected President of Argentina. The Macri Administration assumed office on December 10, 2015. Since assuming office, the Macri Administration has announced and executed several significant economic and policy reforms and transactions, including:

INDEC reforms. On January 8, 2016, based on its determination that the Instituto Nacional de Estadísiticas y Censos (the National Statistics and Census Institute, or “INDEC”) had failed to produce reliable statistical information, particularly with respect to consumer price index (“CPI”), gross domestic product (“GDP”), poverty and foreign trade data, the current administration declared the national statistical system and the INDEC in a state of administrative emergency through December 31, 2016. As of the date of this annual report, the INDEC has published certain revised data, including the CPI, foreign trade and balance of payment statistics. On June 29, 2016, the INDEC published INDEC Report including revised GDP data for the years 2004 through 2015 (the “2016 Revised INDEC Report”). On September 22, 2016, the INDEC resumed publication of its essential goods and services basket assessment. On November 9, 2016, the International Monetary Fund (“IMF”) Executive Board lifted its censure on Argentina, noting that Argentina had resumed the publication of data in a manner consistent with its obligations under the Articles of Agreement of the IMF. In March 2017, the INDEC published preliminary estimated GDP data for 2016, which shows a 2.3% GDP contraction compared to 2015. On September 21, 2017, GDP for the first quarter of 2017 increased by 1.1% compared to the last quarter of 2016, and 0.3% with respect to the same period in 2016, while according to the same source GDP for the second quarter of 2017 increased by 0.7% compared to the first quarter of 2017, and 2.7% with respect to the same period in 2016. See “Risk Factors—Risks Related to Argentina—Some national and international economic agents have expressed their concerns about the accuracy of the INDEC’s CPI and other economic data published by INDEC in the past.”

Foreign exchange reforms. The current administration eliminated substantially all of the restrictions, including certain currency controls, that were imposed under the previous administration. These reforms are expected to provide greater flexibility and easier access to the foreign exchange market (MLC). On August 8, 2016, the Central Bank issued Communication “A” 6037 as amended, which eliminated certain additional foreign exchange restrictions that were still in effect and established new foreign exchange rules, including:

the reestablishment of Argentine residents’ rights to purchase and remit foreign currency outside of Argentina without limit and without specific allocation (atesoramiento);

the effective elimination of a mandatory, non-transferable and non-interest bearing deposit in connection with certain transactions involving foreign currency inflows by reducing the amount of the deposit from 30% of such transactions to 0%;

the elimination of the requirement to transfer and settle the proceeds from new foreign financial indebtedness incurred by the foreign financial sector, the non-financial private sector and local governments through the MLC; and

the elimination of the mandatory minimum stay period, applicable to the proceeds of any new financial indebtedness and renewal of existing indebtedness incurred by residents, held by foreign creditors and transferred through the MLC.

On May 19, 2017, the Central Bank eliminated most of the foreign exchange restrictions then in place by means of Communication “A” 6244, effective as of July 1, 2017. In addition, on November 1, 2017, President Macri enacted Decree No. 893/17 which partially repealed Decrees No. 2,581/64, No. 1,555/86 and No. 1,638/01, and eliminated the obligation of Argentine residents to transfer to Argentina and sell in the MLC the proceeds of their exports of goods. On November 10, 2017, the Central Bank issued Communication “A” 6363, that eliminated all restrictions

applicable to Argentine residents related to the transfer and sale of proceeds in the MLC resulting from the export of goods. Furthermore, on December 26, 2017, by virtue of Communication “A” 6401, the Central Bank replaced the reporting regimes set forth by Communications “A” 3602 and “A” 4237 with a new, unified regime applicable for information as of December 31, 2017. The unified reporting regime involves an annual statement whose filing is mandatory for every person whose total flow of funds or balance of assets and liabilities is or exceeds U.S.$1 million during the previous calendar year.

Foreign trade reforms. The Kirchner and Fernández de Kirchner administrations imposed export duties and other restrictions on several sectors, particularly the agricultural sector. The current administration eliminated export duties on wheat, corn, beef, mining, oil, and regional products, and reduced the duty on soybean exports by 5%, from 35% to 30%. Further, a 5% export duty on most industrial exports was also eliminated. With respect to payments for imports of goods and services to be performed abroad, the current administration eliminated the restrictions on access to the MLC. Importers were offered short-term debt securities issued by Argentina to be used to repay outstanding commercial debt for the import of goods. In addition, the import system was modified by the replacement of the Declaraciones Juradas Anticipadas de Importación system with a new import procedure that requires certain filings and import licences for certain goods (including textiles, footwear, toys, domestic appliances and automobile parts), which, unlike the previous system, does not contemplate discretionary federal government approval of payments for the import of products through the MLC. By Decree No. 893/2017, published in the Official Gazette on November 2, 2017, the Argentine government repealed article 1 of Decree No. 2581/1964, article 10 of Decree No. 1555/1986 and Decree No. 1638/2001. This action eliminated the obligation of Argentine exporters to repatriate and settle for Pesos in the MLC foreign currency proceeds derived from the export of goods. On January 2, 2017, the Argentine government enacted a further reduction of the export duties rate set for soybean and soybean products, setting a monthly 0.5% cut on the export duties rate beginning on January 2018 and until December 2019. In addition, importers were offered short-term debt securities issued by the Argentine government to repay outstanding commercial debt for the import of goods.

Fiscal policy. The current administration took steps to anchor the fiscal accounts, to reduce the primary fiscal deficit and achieved a primary fiscal deficit of 4.6% of GDP in 2016 through the elimination of subsidies and the reorganisation of certain expenditures and the generation of increased revenue through the tax amnesty. The 2018 budget bill of the federal government projects a fiscal deficit representing 3.2% of GDP in 2017.

Correction of monetary imbalances. The current administration announced the adoption of an inflation targeting regime in parallel with the floating exchange rate regime and set inflation targets for the next four years. The Central Bank has increased sterilisation efforts to reduce excess monetary imbalances and raised Peso interest rates to offset inflationary pressure. Since January 2017, the Central Bank started to use the seven-day repo reference rate as the anchor of its inflation targeting regime. Short term notes issued by the Central Bank (“LEBACs”) would be used to manage liquidity. On December 28,  2017, the Central Bank announced its inflation targets for 2018, 2019 and 2020. The inflation target for 2018 is 15%, an increase from the Central Bank’s previous target range of 8%-12% for the same year. Inflation targets for 2019 and 2020 are 10% and 5%, respectively.

National electricity state of emergency and reforms. Following years of very limited investment in the energy sector, as well as the continued freeze on electricity and natural gas tariffs since the 2001-2002 economic crisis, Argentina began to experience energy shortages in 2011. In response to the growing energy crisis, the current administration declared a state of emergency with respect to the national electricity system, which will remain in effect until December 31, 2017. The state of emergency allowed the Argentine government to take actions designed to ensure the supply of electricity to the entire country, such as instructing the Ministry of Energy and Mining to design and implement, with the cooperation of all federal public entities a coordinated programme which guarantees the quality and safety of the electric system. Pursuant to Resolution No. 6/2016 of the Ministry of Energy and Mining and Resolution No. 1/2016 of the National Electricity Regulator (Ente Nacional Regulador de la Electricidad or “ENRE”), the current administration announced the elimination of a portion of the energy subsidies and a substantial increase in electricity tariffs. Consequently, the average price of electricity has increased and could increase further. By correcting tariffs, modifying the regulatory framework and reducing the government’s role as an active market participant, the current administration sought to correct distortions in the energy sector and stimulate investment. However, certain governmental initiatives were challenged in the Argentine courts and resulted in judicial injunctions or rulings limiting the government’s initiatives.

During 2016, lower court injunctions suspended in certain provinces and cities end-user electricity tariff increases implemented as of February 1, 2016, and instructed the Ministry of Energy and Mining and the ENRE to conduct a non-binding public hearing prior to sanctioning any such increases. On October 28, 2016, a non-binding public hearing was conducted by the Ministry of Energy and Mining and ENRE to present tariff proposals submitted by distribution companies covering the greater Buenos Aires area (approximately 15 million inhabitants) for the 2017-2021 period in the framework of the Integral Tariff Review (as defined below). On December 14, 2016, eight non-binding public hearings (in Buenos Aires, Mendoza, Neuquén, Mar del Plata, Formosa, Santiago del Estero and Puerto Madryn) were conducted by the Ministry of Energy and Mining and ENRE to present tariff proposals for electricity transmission at the national and regional level and the seasonal reference prices of capacity and energy in the wholesale electricity market, as well as a proposal to reduce subsidies for the 2017-2021 period.

Tariff increases. With the aim of encouraging companies to invest and improve the services they offer and enabling the Argentine government to assist those in need, the current administration has begun updating the tariffs for electricity, transportation, gas and water services (the “Integral Tariff Review”). Each of the announced tariff increases includes the tarifa social (social tariff), which is designed to provide support to vulnerable groups, including beneficiaries of social programmes, retirees and pensioners that receive up to two minimum pensions, workers that receive up to two minimum salaries, individuals with disabilities, individuals registered in the Monotributo Social programme, domestic workers and individuals receiving unemployment insurance. Subsequent modifications to these announced tariff increases were made, including a 20% discount on the regular distribution price for 400 designated energy-intensive companies that purchase electricity directly from distributors.

On August 18, 2016, the Supreme Court of Argentina in “Centro de Estudios para la Promoción de la Igualdad y la Solidaridad v/ Ministerio Federal de Energía y Mineria”, affirmed lower court injunctions suspending end-user gas tariff increases sanctioned as of April 1, 2016, and instructed the Ministry of Energy and Mining and the National Gas Regulator (Ente Nacional Regulador del Gas or “ENARGAS”) to conduct a non-binding public hearing prior to sanctioning any such increases. On September 16, 2016, a non-binding public hearing was conducted by the Ministry of Energy and Mining and ENARGAS to submit (i) transitional tariffs for transportation and distribution of natural gas at the national level in the framework of the Integral Tariff Review for the period 2017-2021, (ii) a new set of gas prices at the Point of Entry to the Transportation System (“PIST”) and (iii) a proposal to reduce subsidies for the period 2016-2022. Between October 2 and October 7, 2016, public hearings were also conducted at the national level with regard to tariff proposals for gas transportation and distribution throughout the country for the period 2017-2021 in the framework of the Integral Tariff Review.

On October 6 and October 7, 2016, after conducting non-binding public hearings, the Ministry of Energy and Mining and ENARGAS published a new end-user gas tariff scheme. The scheme establishes a two tariff schedule for private residences, establishing lower tariffs for units that decreased consumption compared to the same period in the previous year by at least 15%.

On October 11, 2016, the Ministry of Energy and Mining (a) expanded the amount of eligible beneficiaries of social tariffs to include retirees and pensioners that receive pensions equal to up to two minimum salaries, certain war veterans and medically dependent customers, and (b) decreed that institutions that perform activities of public interest would be entitled to residential rates.

In June 2017, an administrative court of the city of La Plata issued an injunction suspending the increases in electricity tariffs for customers located within the Province of Buenos Aires pursuant to a petition filed by the provincial Ombudsman, Guido Lorenzino.  As of the date of this annual report, the injunction has been appealed and the decision is pending.

The year-on-year increase in the price of energy in the wholesale electricity market for end-users, which excludes transportation and distribution costs and accounts for approximately 45% of the tariff to end-users in the City of Buenos Aires, totalled 233% (from Ps.96/MWh to Ps.320/MWh on average), while the increase in the price of natural gas for end-users was 68% (from Ps.37/MMBtu to Ps.62/MMBtu on average).

Increase in transport tariffs. In January 2018, the Macri administration announced increases in public transport tariffs in the city of Buenos Aires and the Greater Buenos Aires area to be rolled out between January and February 2018.

Corporate Criminal Liability Law (Ley de Responsabilidad Penal Empresaria). On July 5, 2017, the Chamber of Deputies approved a bill providing for the criminal liability of corporate entities for criminal offenses against public administration and cross-border bribery committed by, among others, its shareholders, attorneys-in-fact, directors, managers, employees, or representatives. A company found liable under this bill may be subject to various sanctions, including, among others, fines ranging from 1% to 20% of its annual gross income and the partial or total suspension of its activities for up to ten years. In addition, the bill proposes to extend the criminal liability under the Argentine Criminal Code to cases of bribery committed outside Argentina by Argentine citizens or companies domiciled in Argentina. On September 27, 2017 the Senate approved the draft bill with modifications designed to reduce in part the impact of the statute, for instance by eliminating the inapplicability of the statute of limitations to certain of the criminal offenses originally proposed in the draft (the statute of limitations now has been set at six years). Further, the draft bill as modified by the Senate reduces the amount of fines originally proposed for criminal offenses that are not subject to a statute of limitations. On November 8, 2017, Congress passed the bill including those amendments as Law No. 27,401, which came into force on March 1, 2018.

Increase in minimum income thresholds. In December 2016, the Congress approved an increase in the minimum income threshold by approximately 23%, from Ps.25,000 to Ps.30,670 for married workers with two children and from Ps.18,880 to Ps.23,185 for single workers. The minimum income threshold will be subject to automatic adjustment going forward, by reference to increases in the average wages paid to public sector employees. The Congress also passed modifications to the income tax brackets to take into account the impact of inflation in recent years.

Draft bill for the development of the Argentine capital markets. On November 13, 2017, the executive branch submitted to Congress a draft bill that aims to develop the Argentine domestic capital markets. The draft bill provides for the amendment and update of the Argentine Capital Markets Law, the Mutual Funds Law and the Argentine Negotiable Obligations Law, among others. Furthermore, the bill provides for the amendment of certain tax provisions, regulations relating to derivatives and the promotion of a financial inclusion programme. On November 22, 2017, the draft was approved by the Chamber of Deputies of the Argentine Congress and was sent to the Senate for its signoff. However, as of the date of this annual report, the National Economy and Investment Commission of Senate has not reached an agreement on the proposed bill.

Project to Amend the Labor System. The Macri administration published a project to amend the labor system. The project’s main purpose is to improve the efficiency and productivity of different productive sectors, increase employment, attract investment and reduce employment costs. This project is expected to be considered by Congress in 2018.

Pension Reform Law (Ley de Reforma Previsional). On December 28, 2017, Congress passed the Pension Reform Law, with the goal of improving the sustainability and predictability of Argentina’s pension program, while still protecting the most vulnerable persons. To that effect, the Pension Reform Law modified the basic formula for the periodic adjustment of retirements, pensions and the Universal Child Allowance (Asignación Universal por Hijo). Under the pre-existing regime, the periodic adjustments occur twice a year, in March and September, and were based on the variation in certain tax revenues of ANSES (with a 50% weighting) and the change in the average wage, based on the greater of the Remuneración Imponible Promedio de los Trabajadores Estables (“RIPTE”), an index published by the Ministry of Labor that measures the salary increases of state employees, or the data published by INDEC (with a 50% weighting). Beginning in March 2018, the adjustments will be quarterly on the basis of a system that combines the variation of inflation (with a 70% weighting) and the RIPTE index (with a 30% weighting). The law also guarantees a one-time supplemental payment to beneficiaries of the Universal Basic Benefit (Prestación Básica Universal) who have established 30 years or more of service with effective contributions, so that the beneficiary’s pension is equivalent to eighty-two percent (82%) of the value of the minimum living wage.

The Pension Reform Law also modified Section 252 of the Labor Law by establishing that employers may request employees who have reached 70 years of age to initiate retirement proceedings (compared to age 65 under the prior regimen). The employer must maintain the employment relationship until the earlier of (i) one year or (ii) until de employee obtains the benefit. Notwithstanding the foregoing, male employees may exercise their right to request pension benefits at age 65 and female employees may exercise such right at age 60. Public sector employees are excluded from the foregoing provision.

To mitigate the adverse impact of the transition from the previous adjustment regime to the formula approved by Congress on certain beneficiaries, on December 20, 2017, President Macri granted a special one-time Ps.750 subsidy to pensioners who receive less than Ps.10,000 per month and meet certain age and years of service requirements under the law. Beneficiaries of non-contributory pensions for old age or disability who receive less than Ps.10,000 per month and those who meet the requirements of the Universal Pension for the Elderly (Pensión Universal para el Adulto Mayor) were also granted a one-time subsidy of Ps.375. Finally, the presidential measure provided a one-time subsidy of Ps.400 to beneficiaries of the Universal Child Allowance and/or the Universal Pregnancy Allowance (Asignación Universal por Embarazo).

Tax on Financial Transactions (Impuesto al Cheque). On December 27, 2017, the National Congress extended the tax on financial transactions through 2022, and earmarked amounts collected for the Argentine Integrated Pension System.

Tax Reform (Reforma Tributaria). On December 27, 2017, the National Congress also approved a series of reforms intended to eliminate certain of the existing complexities and inefficiencies of the Argentine tax regime, diminish evasion, increase the coverage of income tax as applied to individuals and encourage investment while sustaining Argentina’s medium and long term efforts aimed at restoring fiscal balance. The reforms will gradually come into effect over the next five years. The fiscal cost of the reform is estimated at 0.3% of GDP. The reforms form part of a larger program announced by President Macri intended to increase the competitiveness of the Argentine economy (including by reducing the fiscal deficit) and employment, and diminish poverty on a sustainable basis. The main aspects of the tax reform are the following:

Interest and capital gains derived from the sale or disposition of bonds issued by the federal government, the provinces and municipalities of Argentina and the City of Buenos Aires obtained by Argentine tax residents (individuals and undivided estates located in Argentina) will be subject to income tax at a rate of (a) 5%, in the case of Peso-denominated securities that do not include an indexation clause, and (b) 15%, in the case of Peso-denominated securities with an indexation clause or foreign currency denominated securities; gains realized by Argentine tax residents (individuals and undivided estates located in Argentina) from the sale of equity securities on a stock exchange will remain exempt, subject to compliance with certain requirements.

Holders of notes issued by the federal government, the provinces and municipalities of Argentina and the City of Buenos Aires that are not Argentine tax residents will be exempt from Argentine income taxes on interest and capital gains to the extent such beneficiaries do not reside in or channel their funds through non-cooperating jurisdictions. The non-cooperating jurisdictions list will be prepared and published by the executive branch. Short-term notes issued by the Central Bank (LEBACs) are outside the scope of these exemptions applicable to non-Argentine residents.

The aforementioned amendments have been in force since January 1, 2018.

Corporate income tax was reduced to 30% for the fiscal year commencing January 1, 2018, and will be further reduced to 25% for fiscal years commencing on or after January 1, 2020.

The tax reforms also provide for other amendments regarding social security contributions, tax administrative procedures law, criminal tax law, tax on liquid fuels and excise taxes.

Decree of de-bureaucratization and simplification. On January 10, 2018, the Macri administration issued Emergency Decree No. 27/2018 aimed at simplifying, expediting and promoting efficiency in the procedures within administrative entities and agencies, avoiding any unnecessary bureaucracy and expenses.

Fiscal Consensus. On December 22, 2017, the Chamber of Deputies passed into law the Fiscal Agreement (“Pacto Fiscal”), also known as the Fiscal Consensus (“Consenso Fiscal”). This law was based on an agreement signed on November 16, 2017 between the Argentine government and representatives from 23 out of Argentina’s 24 provinces, with the goal of implementing measures that favor sustained growth in economic activity, productivity and employment. The Fiscal Consensus includes a commitment to lowering distortive taxes by 1.5% of GDP over the next five years, a waiver of lawsuits against the Argentine government and a Ps.20,000 million payment to the province of Buenos Aires (which will increase over the next five years) as a partial and progressive solution to the conflict related to the Fondo del Conurbano Bonaerense (Buenos Aires Metropolitan Area Fund). The Fiscal

Consensus also set the basis for other policy reforms that were implemented by the Macri Administration in December 2017, such as the tax reform, the pension system reform and the Fiscal Responsibility Law (“Ley de Responsabilidad Fiscal”).

Item 4.AHistory and development of the Company

We are a financial group with a long-standing presence in the Argentine financial system and a leading competitive position in certain attractive market segments. We are controlled by Julio Patricio Supervielle. We trace our history back almostmore than 130 years, when the Supervielle family, predecessors of our controlling shareholder, first entered the Argentine financial services industry in 1887. Below is a brief history of our company, including the participation of the Supervielle family.

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Supervielle y Cía. Banqueros

The predecessors of our controlling shareholder emigrated from France in the second half of the 19th century and established L.B. Supervielle y Cía. Banque Francaise (later Banco de Montevideo S.A.) in Montevideo, Uruguay. In 1887, they established Supervielle y Cía. Banqueros (a subsidiary of L.B. Supervielle y Cía. Banque Francaise) in Buenos Aires. Supervielle y Cía. Banqueros offered demand deposits, time deposits, savings accounts, securities trading orders, purchases and sales of foreign currency and drafts and letters of credit payable in European financial centers. Luis Bernardo Supervielle managed the bank until his death in 1901, whereupon the bank’s management

transferred to his son, Luis Supervielle, and subsequently to Esteban Barón, son-in-law of Luis Bernardo Supervielle, who in 1905 became president of Supervielle y Cía. Banqueros. Mr. Barón managed the bank from 1905 until 1930, and subsequently served on the board of the bank as an Honorary Presidenthonorary president until 1964. Mr. Barón’s son, Andrés Barón, joined the bank in 1925 and took over its general management in 1930, also becoming chairman of the board of the bank in 1940. He carried out these functions until 1964, and then served on the board of the bank as an Honorary President.

honorary president.

On December 30, 1940, Banco Supervielle de Buenos Aires S.A., a bank controlled by the Barón and Supervielle families, acquired the assets and liabilities of Supervielle y Cía. Banqueros and listed its shares on the Buenos Aires Stock Exchange. Esteban Barón and his son, Andrés Barón Supervielle, continued to manage the operations of this bank until 1964.

In 1964, Société Générale (Paris) acquired a majority of the capital stock of Banco Supervielle de Buenos Aires S.A. from the Baron and Supervielle families, transforming it into a universal bank with 60 branches and a significant presence in the corporate market. Following the acquisition of control by Société Générale, the Supervielle family had no role in the management of Banco Supervielle. In 1997, Banco Supervielle de Buenos Aires S.A. created Société Générale Asset Management Sociedad Gerente de FCI S.A. OnIn March 20, 2000, the name Banco Supervielle de Buenos Aires S.A. was changed to Banco Société Générale S.A.

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Banco Banex S.A.

In 1969, Jules Henri Supervielle, the father of Julio Patricio Supervielle, our controlling shareholder, and cousin of the Supervielle family members who had owned and managed Banco Supervielle de Buenos Aires S.A. until 1964, founded Exprinter de Finanzas S.A., which became Exprinter Banco S.A. in 1991. Exprinter Banco S.A. acquired 100% of the capital stock of Banco San Luis S.A. in 1996 pursuant to a public bidding process organized by its owner, the Province of San Luis. On July 25, 1996, the Province of San Luis entered into a financial agency agreement with Banco San Luis S.A. (the “Contrato de Vinculación”), pursuant to which the Province designated Banco San Luis as its financial agent. The acquisition of Banco San Luis S.A. by Exprinter Banco S.A. was part of a strategic plan aimed at growing in the interior of the country and penetrating the middle and lower-middle-income individual consumer and the SMEs segments. In 1998, Exprinter Banco S.A. and Banco San Luis S.A. merged to create Banco San Luis S.A.-BancoS.A. Banco Comercial Minorista, and was later renamed Banco Banex S.A. OnIn December 15, 2006, the government of the Province of San Luis extended the term of this financial agency agreement until 2021. On September 6, 2016, Banco Supervielle and the Province of San Luis, pursuant to the their commitment to enhance the economic development of the Province of San Luis, amended said agreement. On January 17, 2017, the Province of San Luis notified us of its decision to exercise its right to terminate the agreement, as of February 28, 2017. Since February 2017, .the Bank has continued to provide financial services to the government of the Province of San Luis and its employees despite the termination of the financial agency agreement. In January 2019, the government of the Province of San Luis released the terms and conditions of the auction to be held by the Province for the new financial agency agreement. On December 6, 2019, the provincial government issued the Decree No. 8,589 that resolved to close the auction process without awarding the financial agency agreement to any financial institution. Supervielle is continuing to render services as financial agent until the Province of San Luis names a new financial agent.

Creation of Holding Company

Grupo Supervielle was incorporated in the City of Buenos Aires on October 8,in 1979, under the name Inversiones y Participaciones S.A., acquiringchanging the name to Grupo Supervielle S.A. in November 2008.

Acquisition of Banco Société Générale S.A. by Banco Banex S.A.

OnIn March 3, 2005, the Central Bank approved the purchase by Banco Banex S.A. of a majority stake in Banco Société Générale S.A., Supervielle Asset Management Sociedad Gerente de FCI S.A. and Sofital S.A.F.e I.I. Upon consummation of this acquisition, Banco Société Générale S.A.’s corporate name was changed to Banco Supervielle S.A. At the time of the purchase, the total assets of Banco Banex S.A. were 61.34%61.3% of the total assets of Banco Societé Générale S.A.

Merger of Banco Banex S.A. and Banco Supervielle S.A.

OnIn July 1,  2007, with the prior approval of the Central Bank, Banco Banex S.A. merged into the Bank.

Acquisition of Banco Regional de Cuyo S.A.

OnIn September 19, 2008, the Bank finalized the acquisition of 99.94% of the capital stock of Banco Regional de Cuyo S.A. On September 30, 2010, the Central Bank approved the merger ofThe Banco Regional de Cuyo S.A. merged with and into the Bank. The merger was completed onBank in November 1, 2010.

Acquisition of Tarjeta Automática S.A.

In December 2007, we acquired 51% of Tarjeta’s capital stock. The remaining 49% was held by Acalar S.A., an Argentinesociedad anónima 100%wholly owned by the Coqueugniot family (Gabriel A. Coqueugniot, Cecilia B. Coqueugniot, Mónica I. Coqueugniot, and Diana I. Coqueugniot), in equal parts. Following several stock transfers that took place in 2009 and 2010, Tarjeta’s capital stock is, as of the date of this annual report, held 87.5% by Grupo Supervielle, 10.0% by the Bank, and 2.5% by CCF.

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Acquisition of Cordial Compañía Financiera S.A. (formerly known as “GE Compañía Financiera S.A.”)

OnIn July 6, 2010, Grupo Supervielle and the Bank agreed to acquired 100% of GECordial Compañía Financiera S.A. (“GECordial Compañía Financiera”), a financial services company that specialized in credit cards, personal loans and the distribution of certain third-party insurance products. The transaction was approved by the Central Bank on June 29, 2011. OnIn August 1, 2011, the purchase was completed through a stock transfer in which 5% and 95% of the total shares were transferred to Grupo Supervielle and the Bank, respectively.

Through a strategic alliance with Walmart Argentina, Cordial Compañía Financiera has exclusive rights to promote and sell financial and credit products in Walmart Argentina stores nationwide through August 2020.

2020 (with a renewal currently being negotiated).

We acquired GECordial Compañía Financiera to further our strategy of increasing our market share in the Argentine banking and financial services industry through the strategic purchase of financial services companies and financial institutions.

OnIn August 1,  2011, the shareholders of GECordial Compañía Financiera approved the name change from GE Cordial Compañía Financiera S.A. to Cordial Compañía Financiera. On August 29, 2011, the IGJ authorized the name change.Financiera S.A.

Creation of Espacio Cordial Servicios S.A.

For business strategy purposes and with the intention of furthering our goods and services business plan, onIn October 2, 2012, the Board of Directors created a new entity called ECM S.A., which was later renamed Espacio Cordial Servicios S.A.

Espacio Cordial was created to sell insurance plans and coverage, tourism packages, health insurance and health services, tourism packages, electric appliances and furniture insurance mechanisms and plans and alarm systems. Espacio Cordial deals with insurance services that can be delegated or assigned to third parties byparty insurance companies, such as Supervielle Seguros, in accordance with laws and regulations as of the date of this annual report.Seguros.

Acquisition of Supervielle Seguros S.A. (formerly known as Aseguradores de Créditos del Mercosur S.A.)

OnIn February 5, 2013, we and Sofital accepted an offer for the acquisition of 100% of the purchase shares of Aseguradores de Créditos del Mercosur S.A., which onin October 30, 2013 was renamed Supervielle Seguros S.A.

On May 14, 2013, the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) approved the transfer of the company’s shares. As a result, on In June 6, 2013, 95% of the shares of Aseguradores de Créditos del Mercosur S.A. were transferred to us and the remaining 5% of the shares were transferred to Sofital.

Sale of Adval S.A.

OnIn May 30, 2014, Grupo Supervielle S.A. and Sofital S.A. entered into an agreement for the sale of 100% of the shares of Adval S.A. to CAT Technologies S.A. The purchase price is scheduled to bewas paid in installments due between July 2014 and July 2019. Under this agreement, as of December 31, 2015, Grupo Supervielle and Sofital held credits with CAT Technologies S.A. of Ps.2.3 million and Ps.0.1 million, respectively.

Successful IPO onin May 19, 2016

Since May 19, 2016, the ordinary Class B shares of Grupo Supervielle S.A. have beenare listed on ByMA, and its American Depositary Shares (“ADSs”), representing five ordinary classClass B shares, have beenare listed in the NYSE under the symbol SUPV. Additionally,ticker “SUPV”. At the time, Grupo Supervielle made an initial public offer of its Class B shares in Argentina and of its ADSs in the international market inmarkets for an aggregate amount of U.S.$323 million. Through the offering, Grupo Supervielle placed 146,625,087 ordinary Class B shares, of which 137,095,955 were placed internationally in the form of ADSs and of whichIn the offering, 114,807,087 were newly issued ordinary Class B shares andwhile 31,818,000 were outstanding.sold pursuant to a secondary offering.

Sale of Cordial Microfinanzas S.A.

On March 20, 2017, Grupo Supervielle and the Bank accepted an offer from Ciudad Microempresas S.A. to purchase Grupo Supervielle’s and the Bank’s shares of Cordial Microfinanzas.Microfinanzas S.A. Ciudad Microempresas S.A. is a company owned by Corporación Buenos Aires Sur and Banco de la Ciudad de Buenos Aires. Grupo Supervielle and the Bank transferred on March 31, 2017 all their shares of Cordial Microfinanzas S.A. to Ciudad Microempresas 


The decision to sell Cordial Microfinanzas S.A. was based on our need to focus our resources in designated strategic segments.

Grupo Supervielle and the Bank transferred on March 31, 2017 all their shares of Cordial Microfinanzas to Ciudad Microempresas as detailed below:

(i)             Grupo Supervielle S.A.: 12,219,472 shares, which represented 87.5% of total capital stock of Cordial Microfinanzas; and

(ii)          Banco Supervielle S.A.: 1,745,632 shares, which represented 12.5% of total capital stock of Cordial Microfinanzas.

As of December 31, 2016, Cordial Microfinanzas S.A. operated through 5five branches, had a total loan portfolio of Ps. 192Ps.192 million, and held assets representing 0.39%0.4% of the total assets of Grupo Supervielle. Its contribution to the net income of Grupo Supervielle in 2016 was 0.78%0.8%.

Cordial Microfinanzas S.A. was created in 2007 by Grupo Supervielle to service the microfinance market in Argentina and with the objective of providing technical and financial assistance to micro-entrepreneurs to meet the needs related to their productive, commercial and service activities, thereby contributing to the development of their entrepreneurial capacity.

Capitalization of an in-kind contribution and resulting capital stock increase

At the ordinary and extraordinary shareholders’ meeting of Grupo Supervielle held on April 27, 2017, the shareholders of Grupo Supervielle approved the capitalization of an in-kind contribution of 7,672,412 shares of common stock of Sofital S.A.F. e I.I. with a par value of Ps.1 and one vote per share made by Mr. Julio Patricio Supervielle and an increase of the capital stock of Grupo Supervielle of up to Ps.8,032,032, through the issuance of up to 8,032,032 new Class B shares with par value Ps.1 and one vote per share, at a subscription price of Ps.49.91 per share.shares. In connection with the capital increase, a total of 7,494,710 new Class B shares were subscribed as follows: on July 18, 2017, 4,321,208 were issued to Mr. Julio Patricio Supervielle in return for the in-kind contribution, representing 57.66%57.7% of the total capital increase, and 3,173,502 Class B shares were issued to existing shareholders of Grupo Supervielle who exercised their preemptive and accretion rights with respect to the capital increase, representing 42.34%42.3% of the total capital increase.

Sale of shares of Viñas del Monte S.A.

On May 26, 2017, Grupo Supervielle, Sofital S.A.F. e I.I. and Mr. Julio Patricio Supervielle completed the transfer of their shareholdings in Viñas del Monte S.A., which were sold for an aggregate amount of U.S.$1,500,000. Grupo Supervielle transferred a total of 904,142 common, registered, non-endorsable shares to Ramón Francisco Federico and Guillermo Héctor Federico; Sofital S.A.F. Sofital S.A.F. e I.I. transferred a total of 47,000 common, registered, non-endorsable common shares to Ramón Francisco Federico and Guillermo Héctor Federico; and Mr. Julio Patricio Supervielle transferred a total of 2,618 common, registered, non-endorsable shares1,500,000 to Ramón Francisco Federico and Guillermo Héctor Federico.

Successful completion of capital increase

In September 2017, Grupo Supervielle S.A. made an increase of the capital stock through a globalan offer of Class B shares at a price of U.S.$4.0 per share. The global offer consisted of an international offer in United States and other countries outside of Argentina and a local offer in Argentina.shares. Simultaneously with the global offer, Grupo Supervielle made an offer of preemptive and accretive rights of Class B shares to existing shareholders. As a result of the offer, Grupo Supervielle issued a total of 85,449,997 new Class B shares for a total of U.S.$344.0 million, including the base offer and the additional shares.million.

Creation of Adquisición y Desarrollo S.A.

On December 18, 2017, our Board of Directors approved the creation of Adquisición y Desarrollo S.A. to sell credit and non-credit product and services through new indirect channels. As of the date of this annual report, Adquisición y Desarrollo S.A. has not been registeredregistration process with the IGJ.IGJ is dormant.

Offer for the acquisition of the capital stock of Micro Lending S.A.

On April 6, 2018, the Board of Directors of Grupo Supervielle approved to issue an offer for the acquisition of 4,000,000 ordinary, nominative, non-endorsable shares of Ps.1 par value and entitled to one vote per share, representing 100% of the share capital of Micro Lending S.A. (“MILA”) for a total price of U.S.$20 million subject to price adjustment. MILA specializes in car financing, particularly for used cars. As of the date of this annual report, the acquisition is expected to close in the second quarter of 2018, and remains subject to certain customary conditions precedent.

Creation of Fideicomiso Financiero

Fintech Supervielle I

On February 16, 2018, the Board of Directors approved the creation of FinterchFideicomiso Financiero Fintech Supervielle I (“Fideicomiso Financiero”) to invest in financial technology (fintech) and insurance technology (insurtech) start up projects for an amount up to U.S.$3 million.

Acquisition of Micro Lending S.A.U.

On April 6, 2018, Grupo Supervielle approved an offer to acquire 100% of the share capital of Micro Lending S.A.U. (“MILA”). MILA specializes in car financing, particularly for used cars. On May 2, 2018, Grupo Supervielle closed the acquisition of MILA for a total price of U.S.$20 million, subject to final adjustments.

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Executive offices

Acquisition of the capital stock of InvertirOnline S.A.U. and InvertirOnline.com Argentina S.A.U.

On May 24, 2018, we acquired the capital stock of the online trading platform InvertirOnline (“InvertirOnline”), through the purchase of both InvertirOnline S.A.U. and InvertirOnline.com Argentina S.A.U.

Conversion of Class A shares

On April 24, 2019, and as per the request of Mr. Julio Patricio Supervielle, the Board of Directors of Grupo Supervielle authorized the conversion of 65,000,000 Class A shares, with a par value of Ps.1.00each and entitled to five votes per share, held by Mr. Supervielle, into Class B shares, with a par value of Ps.1.00 each and entitled to one vote per share, in the the terms of article 6 (b) our bylaws. On May 9, 2019, the aforementioned conversion was approved by the CNV.

Creation of Bolsillo Digital S.A.U.

On June 12, 2019, Bolsillo Digital S.A.U. was created with the exclusive purpose of providing design, programming and developing services for software, mobile phone applications, web pages and/or any other digital medium, commercializing products and services related to the management and processing of payments made by and in favor of third parties and developing and operating platforms and tools of payment methods of any type and in any of its forms. We are the sole shareholder of Bolsillo Digital S.A.U.

Acquisition of deautos.com by Espacio Cordial de Servicios S.A.

On June 18, 2019, Espacio Cordial de Servicios S.A. acquired deautos.com, a platform of new and pre-owned cars and one of the leading sites in its category with more than 10 years in the market.

Through this acquisition, the Consumer Division of Grupo Supervielle seeks to continue enhancing the customer experience through digital transformation, widening the offering of consumer products and increasing cross selling to drive higher efficiency and profitability.

The acquisition of deautos.com platform will allow us to create an innovative and disruptive business model in the online car market powered by Mila’s relationship with agencies and dealers, provide a new car digital platform experience for users, integrating and simplifying the financial offer, insurance and services of the Company.

Creation of Supervielle Productores Asesores de Seguros S.A. (formerly known as Supervielle Broker de Seguros S.A.)

On December 21, 2018, Supervielle Broker de Seguros S.A. was created, which has the exclusive purpose of carrying out the insurance intermediation activity, promoting the contracts of life insurance, wealth and pension insurance premiums, and advising customers and potential customers. Grupo Supervielle owns all of its share capital directly and indirectly. Supervielle Productores Asesores de Seguros S.A began operating in the second half of 2019.

 

Acquisition of Futuros del Sur S.A. (in the process of being renamed Supervielle Agente de Negociacion S.A.U.)

On December 18, 2019, Supervielle acquired 100% of the share ownership of brokerage firm Futuros del Sur S.A., seeking to broaden the investment and financial services it provides to institutional and corporate customers and also drive efficient and profitable cross selling. Futuros del Sur S.A. is in the process of being renamed Supervielle Agente de Negociación S.A.U.

Executive Offices

Our principal executive offices are located at Bartolomé Mitre 434, 5th floor, Buenos Aires, Argentina. Our general telephone number is +54-11-4340-3100. Our website is http://www.gruposupervielle.com. Information contained or accessible through our website is not incorporated by reference in, and should not be considered part of, this annual report.

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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 web site at http://www.sec.gov.

Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York, 10011.

Item 4.BBusiness Overview

Item 4.BBusiness overview

Overview

We own the fourtheighth largest Argentine private domestically-owned bank in terms of assets.loans. We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina’s most commercially significant and highly populated area, and we are leaders in terms of our banking

network in some of Argentina’s most dynamic regions, including Mendoza and San Luis. The Bank, which consolidated with Cordial Compañía Financiera S.A. (“CCF”),CCF, is our main asset, comprising 98.3%96.4% of our total assets, and has a history of strong growth. Between the 2015 and 2017 period, our loan portfolio grew at a CAGR of 47.7%, as compared to an average of 39.9% for the private financial system in Argentina for the same period (excluding public banks).As of December 31, 2017,2019, we served over two1.8 million active customers, and our assets totaled Ps.94.0Ps.146.5 billion (approximately U.S.U.$5.0.S.2.4 billion), in addition to Ps.14.7Ps.16.8 billion (approximately U.S.U.$780.6.S. 281 million) of assets managed by SAM.SAM and Ps.12.5 billion (U.$.S.209 million) of assets managed by InvertirOnline. As of December 31, 2017,2019, the Bank and CCF accounted for 90.8%91.1% and 7.3% of our total assets, respectively. In 2017, our loan and financial leasing portfolios (before loan loss provisions and including our securitized loan portfolio) grew 55.7%. In the same period, loans to the private sector in the Argentine financial system grew 51.7%.

The table below shows the evolution of our loan and financial leasing portfolios, our securitized loan and leasing portfolios and non-performing loans and coverage ratios on a quarterly basis between December 31, 2016 and December 31, 2017 and the annual variations (in percentages) of such portfolios between December 31, 2016 and December 31, 2017.

 

 

As of 
December 31,

 

As of 
September 30,

 

As of
June 30,

 

As of
March 31,

 

As of 
December 31,

 

Year on Year

 

 

 

2017

 

2016

 

Variation(1)

 

 

 

(in thousands of Pesos, except percentages)

 

Total Loans

 

54,954,373

 

47,835,751

 

39,371,973

 

37,093,363

 

34,896,509

 

57.5

%

Receivables from financial leases

 

2,519,201

 

2,219,887

 

1,877,238

 

1,693,673

 

1,527,855

 

64.9

%

Total Loans & Receivables from financial leases(2)

 

57,473,574

 

50,055,638

 

41,249,211

 

38,787,036

 

36,424,364

 

57.8

%

Securitized loan portfolio

 

1,295,322

 

1,841,286

 

2,143,002

 

1,288,220

 

1,413,427

 

(8.4

)%

Total

 

58,768,896

 

51,896,924

 

43,392,213

 

40,075,256

 

37,837,791

 

55.3

%

NPL

 

2.8

%

2.8

%

2.9

%

2.9

%

2.8

%

 

 

Coverage ratio

 

91.8

%

88.9

%

88.0

%

87.0

%

87.1

%

 

 


(1)                                 Variation of portfolio balances between December 31, 2016 and December 31, 2017.

(2)                                 Includes loan loss provisions and excludes our securitized loan portfolio.

The table below shows the evolution of our total deposits and unsubordinated negotiable obligations on a quarterly basis between December 31, 2016 and December 31, 2017 and annual variations (in percentages) of such deposits and unsubordinated negotiable obligations between December 31, 2016 and December 31, 2017.

 

 

As of 
December 31,

 

As of 
September 30,

 

As of
June 30,

 

As of
March 31,

 

As of 
December 31,

 

Year on 

 

 

 

2017

 

2016

 

Year Variation(1)

 

 

 

(in thousands of Pesos, except percentages)

 

Total Deposits

 

56,487,027

 

47,181,898

 

42,831,613

 

38,826,752

 

35,897,864

 

57.4

%

Unsubordinated Negotiable Obligations

 

8,307,202

 

7,116,718

 

6,701,967

 

6,580,070

 

1,966,936

 

322.3

%

Total Deposits & Unsubordinated Negotiable Obligations

 

64,794,229

 

54,298,616

 

49,533,580

 

45,406,822

 

37,864,800

 

71.1

%


(1)                                 Variation of total deposits and unsubordinated negotiable obligations between December 31, 2016 and December 31, 2017.

As of December 31, 2017, we served over 2 million customers, and our assets totaled Ps.94.0 billion (approximately U.S.$5.0 billion), in addition to Ps.14.7 billion (approximately U.S.$780.6 million) of assets managed by SAM. As of December 31, 2017, the Bank and CCF accounted for 90.8% and 7.3%5.3% of our total assets, respectively.

As of December 31, 20172019 and December 31, 2016, 2018, according to calculations performed based on Central Bank and other third-party information, our share for the following products or segments was as follows:

·                  Personal loans (advanced by the Argentine private financial system): our market share as of December 31, 2017 was 6.9%, compared to a 7.0% market share as of December 31, 2016;

·                  Leasing (made by the Argentine private financial system): a 15.2% market share as of December 31, 2017, compared to a market share of 12.7% (and greater than 13.1% when taking into account our securitized leasing portfolio) as of December 31, 2016;

·                  Our factoring market share of the Argentine private financial system as of December 31, 2017, was 7.5% compared to a 6.9% market share as of December 31, 2016; and

·                  MasterCard credit cards for which billing statements were issued (latest available information): a 9.8% market share as of December 31, 2017, compared to a 9.2% market share as of December 31, 2016;

·Personal loans (advanced by the Argentine private financial system): our market share as of December 31, 2019 was 7.0%, compared to a 7.3% market share as of December 31, 2018;
·Leasing (made by the Argentine private banks): a 19.9% market share as of December 31, 2019, compared to a market share of 17.6% as of December 31, 2018;
·Our factoring market share of the Argentine private financial system as of December 31, 2019 was 9.5%, compared to a 7.4% market share as of December 31, 2018; and
·MasterCard credit cards with a 9.3% market share as of December 31, 2019, compared to a 8.6% market share as of December 31, 2018;

Based on the latest information published by ANSES, we made 14.1%13.7% of all social security payments to senior citizens in Argentina in 2017,June 2019, compared to 14.7%14.0% in 2016.December 2018.

We have a leading position in both the Provinces of Mendoza and San Luis, in which we have 198,000 and 192,000 active customers, respectively. According to calculations based on Central Bank information, as of December 31, 2019 in these Provinces we had a market share of loans among private banks of 21.2% and 49.6%, respectively, and a market share of deposits among private banks of 7.1% and 62.8% respectively.

We offer diverse financial products and services that are specifically tailored to cover the different needs of our customers through a multi-brand and multi-channel platform. We have developed a multi-brand business model to differentiate the financial products and services we offer to a wide spectrum of individuals, small businesses, SMEs, middle-market companies and large corporates in Argentina. As of the date of this annual report, ourOur infrastructure supports our multi-channel distribution strategy with a strategic national footprint through 340316 access points (compared to 326 access points as of December 31, 2017), which include 180185 bank branches, (compared to 179 bank branches as of December 31, 2017), 78 of these bank branches are fully dedicated to serve senior citizens, 1913 banking payment and collection centers, and 8079 CCF sales points located in Walmart supermarkets, (compared to 67 sales points in Walmart supermarkets as of December 31, 2017), Tarjeta’s 6134 consumer finance sales points, 5 Mila customer support offices, a network of 393 car dealers, 536 ATMs, 217 self-service terminals and 202 cash dispensers with biometric identification.


We complement our existing physical network by offering solutions through other retailers,our different digital channels such as our Online Banking platforms for Business and 521 ATMsfor Individuals, the Supervielle Mobile and 193 self-service terminals.

the specific apps and solutions developed for different business segments such as the app for retirees, the Walmart app, and chatbots. We also offer products and services through InvertirOnline.com, our online broker with more than 51,800 active customers located countrywide.

As of December 31, 2017,2019, the Bank’s loan portfolio to branches ratio, which we calculate by dividing the total amount of loans outstanding at the end of the period by the number of branches at the end of such period, was Ps.300.8Ps.443.4 million, compared to Ps.191.5Ps.393.0 million as of December 31, 2016 and Ps.120.5 million as of December 31, 2015.2018. Based on the Peso amounts of the loan portfolios reported by the following Argentine private banks in their respective financial statements as of December 31, 2017,2019, the loan portfolio to branches ratio of (i) Banco Macro S.A. was Ps.298.8Ps.476.1 million, (ii) Banco de Galicia y Buenos Aires S.A. was Ps.532.1Ps.934.5 million and (iii) BBVA Banco Francés S.A. was Ps.503.9Ps.740.5 million. The loan portfolio to branches ratio as of December 31, 20162018 of (i) Banco Macro S.A. was Ps.194.8Ps.379.2 million, (ii) Banco de Galicia y Buenos Aires S.A. was Ps.379.1Ps.739.4 million and (iii) BBVA Banco Francés S.A. was Ps.309.3 million. The loan portfolio to branches ratio as of December 31, 2015 for (i) Banco Macro S.A. was Ps.138.3 million, (ii) Banco de Galicia y Buenos Aires S.A. was Ps.287.3 million, (iii) BBVA Banco Francés S.A. was Ps.227.5 million and (iv) the Argentine private banks was Ps.190.4 million. According to publicly available information provided by the Central Bank, as of December 31, 2017, the loan portfolio to branches ratio for all Argentine private banks was Ps.363.8Ps.711.1 million.

Building on our banking sector expertise, we identify cross-selling opportunities and offer targeted products to our customers at each point of contact. For example, as of the date of this annual report, we acted as the exclusive on-site provider of financial services to Walmart Argentina customers at 80 of Walmart Argentina’s approximately 108 supermarkets located in 21 provinces.

As of December 31, 20172019 and December 31, 2016,2018 on a consolidated basis, we had:

·                  Approximately 1.9 million active retail customers (including 1.4 million active retail customers of the Bank and approximately 0.5 million active retail customers of our other subsidiaries), 18,860 small businesses and 4,873 SMEs, Middle-Market Companies and Large Corporates as of December 31, 2017, compared to approximately 1.8 million active retail customers (including 1.4 million active retail customers of the Bank and approximately 0.4 million active retail customers of our other subsidiaries), 16,078 small businesses and 4,587 SMEs, Middle-Market Companies and Large Corporates as of December 31, 2016;

·                  Ps.94.0 billion in total assets as of December 31, 2017, compared to Ps. 53.2 billion in total assets as of December 31, 2016;

·                  Ps.56.0 billion in loans to the private sector and Ps.2.5 billion in financial leases as of December 31, 2017, compared to Ps. 35.3 billion in loans to the private sector and Ps. 1.5 billion in financial leases as of December 31, 2016;

·                  Ps.1.4 billion in securitized loan portfolio as of December 31, 2017, compared to Ps. 1.4 billion in securitized loan portfolio as of December 31, 2016;

·                  Ps.56.5 billion in deposits, including Ps.6.2 billion from the non-financial public sector, Ps.15.7 million from the financial sector and Ps.50.3 billion from the non-financial private sector as of December 31, 2017, compared to Ps. 35.9 billion in deposits, including Ps. 33.3 billion from the non-financial private sector, Ps. 9.3 million from the financial sector and Ps. 2.6 billion from the non-financial public sector as of December 31, 2016;

·                  Ps. 15.1 billion in shareholders’ equity as of December 31, 2017, compared to Ps. 6.9 billion in shareholders’ equity as of December 31, 2016; and

·                  5,320 employees as of December 31, 2017, compared to 4,982 employees as of December 31, 2016.

·approximately 1.8 million active retail customers (including 1.4 million active retail customers of the Bank and approximately 0.4 million active consumer finance customers of our other subsidiaries), 22,012 small businesses and 4,981 SMEs, middle-market companies and large corporates as of December 31, 2019, compared to approximately 1.8 million active retail customers (including 1.4 million active retail customers of the Bank and approximately 0.4 million active consumer finance customers of our other subsidiaries), 21,905 small businesses and 4,934 SMEs, middle-market companies and large corporates as of December 31, 2018;
·Ps.148.7 billion in total assets as of December 31, 2019, compared to Ps.218.0 billion in total assets as of December 31, 2018;
·Ps.92.2 billion in loans as of December 31, 2019, compared to Ps.123.4 billion in loans as of December 31, 2018;
·Ps.89.0 billion in deposits, including Ps.5.5 billion from the non-financial public sector, Ps.29.1 million from the financial sector and Ps.83.5 billion from the non-financial private sector as of December 31, 2019 compared to Ps.146.0 billion in deposits, including Ps.17.1 billion from the non-financial public sector, Ps.38.8 million from the financial sector and Ps.128.9 billion from the non-financial private sector as of December 31, 2018;
·Ps.23.4 billion in attributable shareholders’ equity as of December 31, 2019 compared to Ps.26.1 billion in attributable shareholders’ equity as of December 31, 2018; and
·5,019 employees as of December 31, 2019, compared to 5,253 employees as of December 31, 2018.

In our cross-selling segments we had:

·                  Ps.14.7 billion (approximately U.S.$780.6 million) in assets under management through Supervielle Asset Management Sociedad Gerente de FCI S.A.had as of December 31, 2017;2019:

·Ps.16,809 million (approximately U.S.$281 million) in assets under management through Supervielle Asset Management Sociedad Gerente de FCI S.A.;
·Ps.12,520 million (approximately U.S.$209 million ) in assets under management through InvertirOnline;

 

·                  Ps.789.6 million in gross written premiums (approximately U.S.$42.1 million) calculated as December 31, 2017, through Supervielle Seguros S.A. for the twelve-month period ended December 31, 2017;

·                  Ps.390.5 million in net revenue (approximately U.S.$42.1 million) through Espacio Cordial Servicios S.A., our retail company selling non-financial products and services for the twelve-month period ended December 31, 2017.

·Ps.1,781.2 million in gross written premiums (approximately U.S.$30.2 million) calculated as of December 31, 2019, through Supervielle Seguros S.A. for the year ended December 31, 2019; and
·Ps.630.4 million in net revenue (approximately U.S.$10.5 million), through Espacio Cordial Servicios S.A., our retail non-financial products and services, for the year ended December 31, 2019.

We have developed a segmentation strategy of our customer base to target the specific needs of each category of customers. Our business model has allowed us to deliver sustained levels of growth and profitability, that accelerated since our 2016 initial public offering (“IPO”) and capital raise executed in May 2016 and later the follow-on equity offering in September 2017.

The following charts set forth the breakdown of our loan portfolio by segment, and of the specific customer categories in our corporate banking and retail banking segments as of December 31, 2017.2019.

 


(1)                                 As of December 31, 2017, SMEs refers to individuals and businesses with annual sales between Ps.40.0-200.0 million, middle market refers to individuals and businesses with annual sales between Ps.200.0-1,000.0 million and large refers to individuals and businesses with annual sales over Ps.1.0 billion.

(1)As of December 31, 2019, the term “small businesses” refers to individuals and businesses with annual sales up to Ps.100 million, the term “SMEs” refers to individuals and businesses with annual sales over Ps.100 million and below Ps.700 million, the term “middle-market companies” refers to companies with annual sales over Ps.700 million and below Ps.2.5 billion and the term “large corporates” refers to companies with annual sales over Ps.2.5 billion.

The following charts set forth the breakdown of our deposits by type of account and customer category as of December 31, 2017.2019.

 

35 

 

Between 20152017 and 2017,2019, according to financial information made publicly available by the Central Bank and expressed following the Argentine Banking GAAP -nominal historic Peso amounts (i.e.,not adjusted for inflation)- and not including expected loss provisioning, our loan portfolio grew at a CAGR of 47.7%33.6%, as compared to 39.9%31.7% for the Argentine private financial system (excluding public banks). Our ROAE was 30.8%19.1%, 22.7%, 32.2%, 26.3%16.5% and 25.4%22.6% for the fiscal years ended December 31, 2013, 2014, 2015, 20162017, 2018 and 2017,2019, compared to an average ROAE of 26.5%25.0%, 29.6%, 28.9%, 27.5%33.5% and 25.0%53.4% for the Argentine private financial system over the same periods. We achieved net interest margins of 16.4%20.1%, 17.4%, 18.1%, 20.6%19.4% and 19.1%21.6% for the fiscal years ended December 31, 2013, 2014, 2015, 20162017, 2018 and 2017,2019, which compares favorably to averages for Argentine private financial system of 12.5%13.4%, 14.3%, 19.8%, 14.9%15.3% and 13.4%21.2% for the fiscal years ended December 31, 2013, 2014, 2015, 20162017, 2018 and 2017,2019, respectively. As of December 31, 2017,2019, we accounted for 5.1%5.0% of all loans and leasing held by Argentine private financial sector (excluding public banks) and 4.4%3.2% of all deposits maintained with the Argentine private financial sector, compared to 4.0% and 3.5%, respectively, in 2013.sector.

Our technology-based sales model enhances our ability to offer customers efficient, high quality service. The Bank has made significant investments in its ATMs, self-service terminals, and self-service terminalcash dispensers with biometric identification network, more than doublingmultiplying by three the network from 2010 to 2017.2019. We were the first bank in Argentina to use biometrics technology as part of our distribution channels. We also have technology scoring systems that allow for an efficient credit-related decision-making process.

Changes in Management

SegmentsIn late 2018, we started to implement changes intended to continue integrating the management of our operations, looking for more agility and flexibility. In February 2019, the CEO of Grupo Supervielle was also appointed CEO of Banco Supervielle, and subsequently, in April 2019, Mr. Alejandro Stengel (already member of our Board of Directors) was appointed as CCO in Banco Supervielle, reporting to the CEO. In addition, certain business areas of Banco Supervielle were redefined, such as the Personal and Business Banking area, Corporate Banking and Products and Communication area, reporting to the COO. Since May 2019, the new area of Personal and Business Banking started to implement a strategic view, focused on individual customers and SMEs, which demand and value close and digital service models. This focus was a transition to January 1, 2020, when the new Personal and Business Banking Division received our SMEs portfolio from the Corporate Banking Division.

The following areas also report to the COO: Technology, Operations and Central Services, Customer Experience and Business Intelligence, and Processes.

The COO also leads the Bank’s digital transformation, ensuring its adequate implementation organization-wide. Digital transformation involves the use of new working methodologies, new technologies and a strong cultural change within the organization. Agile methodologies are implemented in response to current needs, where the willingness to change and the prompt delivery of value are a competitive advantage. Under this methodology, independent and highly efficient work teams are formed with short turnaround times.

Business Segments

We conduct our operations through the following business segments:

·Retail Banking;
·Corporate Banking;
·Treasury;
·Consumer Finance;
·Insurance; and
·Asset Management and Other Services.

36 

Until December 31, 2019, we offered services to SMEs through our Corporate Banking segment. On January 1, 2020, our Retail Banking segment was named Personal and Business Banking and our SMEs portfolio was transferred to the Personal and Business Banking segment.

Retail Banking: The Bank offers wide range of financial products and services designed to meet the needs of individuals and entrepreneurs and small businesses: personal loans, mortgage loans, unsecured loans, loans with special facilities for project and work capital financing, leasing, bank guarantee for tenants, salary advances, car loans, domestic and international factoring, international guarantees and letters of credit, payroll payment plan (planes sueldo), credit cards, debit cards, savings accounts, time deposits, checking accounts, and financial services and investments such as mutual funds, insurance and guarantees, and senior citizens benefit payments. As part of the organizational changes, since January 1, 2020, SMEs portfolio has been included under the Personal and Business Banking segment.

Corporate Banking: The Bank, through its Corporate Banking segment, works with middle-market companies and large corporates. The customer service model is formed in turn by three commercial managements: AMBA Corporate Banking Management, Interior Corporate Banking Management and Mutual Guarantee Societies Division. The Bank believes that its proximity to its corporate banking customers gives it a competitive advantage. Until December 31, 2019, SMEs portfolio was included under the Corporate Banking segment.

Treasury: It is primarily responsible for the allocation of the Bank’s liquidity according to the needs of the Retail Banking segment, the Corporate Banking segment and its own needs. The Treasury segment implements the Bank’s financial risk management policies, manages the Bank’s trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients. Below is a description of the services offered under this segment:

Consumer Finance: Through CCF and Tarjeta Automática, Supervielle offers credit card services and loans to the middle and lower-middle-income sectors. Product offerings also include consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina, as well as with other agreements with retailers such as Hiper Tehuelche and through Tarjeta Automática branch network. Moreover, through Espacio Cordial, which is reported in the Consumer Finance segment since 2018, Supervielle offers non-financial products and services. Since the MILA acquisition, the new portfolio of used car loans and its respective results are also recorded under Consumer Finance segment.

Insurance: Through Supervielle Seguros, Grupo Supervielle offers insurance products, primarily personal accidents insurance, protected bag insurance, life insurance and integral insurance policies for entreprenuers and SMEs. In 2018 the company incorporated the marketing of special multiple peril policies focused on the entrepreneurs and SMEs segment. Supervielle Seguros is continuously offering new products to the different customer segments of Grupo Supervielle companies: high net worth individuals (Identité), senior citizens, entrepreneurs and SMEs, customers of the Consumer Financing and Corporate Banking segments.

Asset Management and Other Services: Grupo Supervielle offers a variety of other services to its customers, including mutual fund products through Supervielle Asset Management. Since its acquisition in May 2018, Supervielle also offers products and services through InvertirOnline S.A.U. Also since the MILA acquisition, the MILA portfolio outstanding at the moment of the acquisition and its respective results are recorded under Asset Management and Others segment, while the new portfolio of used car loans and its respective results are recorded under Consumer Finance segment.

For more information on our operating segments, see Note 3 to our consolidated financial statements included in this annual report.

 

·                  Retail Banking

·                  Corporate Banking

·                  Treasury

·                  Consumer Finance

·                  Insurance

·                  Asset Management & Other Services

Products and Services

We offer our products and services in Argentina’s main regions and cities through our main operating subsidiaries, which include:

37 

 

·Banco Supervielle S.A,. a universal commercial banking institution;
·Cordial Compañía Financiera S.A., a consumer financing company;
·Tarjeta Automática S.A., consumer financing company and distribution network;
·Supervielle Seguros S.A., an insurance company;
·Supervielle Asset Management Sociedad Gerente de FCI S.A., an asset management company;
·Espacio Cordial de Servicios S.A., a retail company selling non-financial products and services;
·InvertirOnline S.A.U. and InvertirOnline.com Argentina S.A.U., an online broker;
·Micro Lending S.A.U., a company specialized in car financing;
·Supervielle Productores Asesores de Seguros S.A., an insurance brokerage Company; and
·Futuros del Sur S.A. (in the process of being renamed Supervielle Agente de Negociación S.A.U.).

·                  Banco Supervielle S.A. a universal commercial banking institution,

·                  Cordial Compañía Financiera S.A., a consumer financing company,

·                  Tarjeta Automática S.A., consumer financing company and distribution network,

·                  Supervielle Seguros S.A., an insurance company,

·                  Supervielle Asset Management Sociedad Gerente de FCI S.A., an asset management company, and

·                  Espacio Cordial de Servicios S.A., a retail company selling non-financial products and services.

Organizational structure

The following diagram illustrates our organizational structure as of the date of this annual report. Percentages indicate the ownership interest held.

 

The following information is related to our subsidiaries and investees as of the date of this annual report:

Subsidiary

Jurisdiction of
incorporation

Country ofName under which the
Incorporation/ Residencesubsidiary does business

Banco Supervielle S.A.

Argentina

Argentina

Supervielle

Cordial Compañía Financiera S.A.

Argentina

Argentina

Walmart Servicios Financieros
Servicios Financieros Hipertehuelche
Pesos Ya

Tarjeta Automática S.A.

ArgentinaCarta Automática
Pesos Ya
Supervielle Seguros S.A.

Argentina

Argentina

Supervielle Seguros

Supervielle Asset Management S.A.

Sociedad Gerente de Fondos Comunes de Inversión S.A.

Argentina

Argentina

Supervielle Asset Management

Tarjeta Automática S.A.

Argentina

Sofital S.A.F.e I.I

Argentina

Espacio Cordial de Servicios S.A.

ArgentinaCordial
Sofital S.A.F. e I.I.ArgentinaN/A
Micro Lending S.A.U.ArgentinaMILA
InvertirOnline S.A.U.Argentina

InvertirOnline

InvertirOnline.com Argentina S.A.U.Argentina

InvertirOnline

Supervielle Productores Asesores de Seguros S.A.ArgentinaN/A
Futuros del Sur S.A. (in the process of being renamed Supervielle Agente de Negociación S.A.U.)ArgentinaN/A
Bolsillo Digital S.A.U.Argentina

N/A


 

Our Competitive Strengths

We have achieved a strong competitive position in our core products (personal loans, factoring, leasing and social security payments to senior citizens), as well as a strong presence in certain geographical regions in Argentina.

We have developed a leading position in the Argentine market in a number of attractive products to different customer segments.

We are leaders in the Argentine market in the following areas:

·Retail Customers.  We maintain leading positions in attractive retail banking and consumer financing segments, offering a variety of products, from personal loans and credit cards to social security payment services to senior citizens. As of December 31, 2017, we had approximately 1.9 million retail customers, accounting for Ps.37.9 billion (approximately U.S.$2.0 billion) in deposits. As of December 31, 2017,
·

Individual Customers. We maintain leading positions in attractive retail banking and consumer financing segments, offering a variety of products, from personal loans and credit cards to social security payment services to senior citizens. As of December 31, 2019, we had approximately 1.8 million retail customers, accounting for Ps.59.6 billion (approximately U.S.$995 million) in deposits. As of December 31, 2019, loans to retail customers of the Bank and of CCF represented 7.0% of the Argentine financial private system market for personal loans, which ranked fifth out of 65 private financial institutions in Argentina. Based on information published by ANSES, as of June 30, 2019, the Bank made 13.7% of all monthly social security payments to senior citizens (who collect their payments on a monthly basis). Additionally, we have a leading position as issuer of Mastercard credit cards and the exclusive on-site provider of financial services to Walmart Argentina customers, with a contract extended through August 2020 (and a renewal currently being negotiated).

·Corporate Customers. We are also a leading provider of specially tailored financial services and products to the corporate sector, with a particular focus on SMEs and middle-market companies. As of December 31, 2019, we had a 19.9% market share in leasing, ranking second out of 50 private banks in Argentina, according to our estimates based on Central Bank information. As of December 31, 2019, we had a 9.5% market share in factoring in terms of Argentine private banks.
·Capital Markets. We have a leading position in Argentine capital markets, which we have developed as part of our funding strategy. Since our IPO and after the expansion of our capital base, we have reduced securitization of our originated assets, and intend to take advantage of our capital markets capabilities and expertise to serve corporate customers in connection with capital markets transactions. In 2019, however, the macroeconomic conditions were volatile and affected by high inflation, high interest rates, uncertainty and an increased country risk index, which made it difficult for companies to issue debt instruments. However, we continued participating in the debt market in the issuance of certain third party corporate bonds and financial trusts. Additionally, during 2019, the area provided advice to different companies on valuations and mergers and acquisitions.


Leading position in certain geographical regions in Argentina. being one of the Bankmost active players in the Cuyo region and of CCF represented 6.9% of the Argentine financial private system market for personal loans, which ranked fifth out of 65 private financial institutions in Argentina. Based on information published by ANSES, in 2017, the Bank made 14.1% of all monthly social security payments to senior citizens (who collect their payments on a monthly basis). Additionally, we are the largest private issuer of Mastercard credit cards with billing statements and the exclusive on-site provider of financial services to Walmart Argentina customers, with a contract extended through August 2020, renewable at expiration subjet to renegotiation with Walmart Argentina.

·Corporate Customers. We are also a leading provider of specially tailored financial services and products to the corporate sector, with a particular focus on SMEs and middle-market companies. As of December 31, 2017, we had a 15.2% market share in leasing, ranking first out of 50 private banks in Argentina, according to our estimates based on Central Bank information. As of December 31, 2017, we had a 7.5% market share in factoring in terms of Argentine financial market.

·Capital Markets. We have a leading position in Argentine capital markets, which we have developed as partterms of our funding strategy. In 2017, we had a 19% share in bank asset securitization and a 5.12% share in the overall Argentine asset securitization market according to our own estimates based on Central Bank and CNV information. In 2017, we had Ps.5.3 billion (approximately U.S.$ 283.9 million) in securitization and bond issuances for us and our subsidiaries, and Ps.2.6 billion (approximately U.S.$139.8 million) in securitization and bond issuances for third parties.  Since our IPO and after the expansion of our capital base, we have reduced securitization of our originated assets, and intend to take advantage of our capital markets capabilities and expertise to serve corporate customers in connection with capital markets transactions.banking network

·

Mendoza: We have a leading position in the Province of Mendoza, where as of December 31, 2019 we had 198,000 customers and a market share of loans and deposits among private banks of 21.2% and 7.1%, respectively. In terms of banking network we have 27 branches out of a total of 180 bank branches in the province and 7 collection centers.

·

San Luis: We have a leading position in the Province of San Luis, where as of December 31, 2019 we had 192,000 customers and a market share of loans and deposits among private banks of 49.6% and 62.8%, respectively. In terms of banking network we have 24 branches out of a total of 50 bank branches in the province and 6 collection centers.

Solid sources of funding

We have traditionally had access to diversified, competitive and stable sources of funding. Our low-costlow cost demand deposit base comprises 55.3%49% of our funding base (33.0% savings accounts and 18.7% checking accounts and 3.6% other accounts as of December 31, 2017).2019 (33% savings accounts, and 16% checking accounts) while our franchise allowed us also to capture interest bearing deposits according to our treasury management liquidity needs.

We occasionally use medium-term debt securities and securitization operations of consumer loans among our funding strategies. Additionally, our consolidated pro forma Tier I ratio was 18.4%11.4% as of December 31, 20172019 and we have maintained at the holding company level, excess liquidity for future capital injections to our subsidiaries in order to fund our growth strategy.

 

Creation of value for shareholders through the implementation of prudent financial risk management policies and the primary focus on the intermediation activities.

WeAlong the years, we have generated value and strong growth, while managing financial risks under policies designed to protect our capital and liquidity. In the past, in addition to our organic growth, we have successfully acquired and integrated strategic businesses. We have consistently limited our exposure to the non-financial public sector and limited term, currency and other mismatches in our assets and liabilities. We strategically decide to have high proportion of loans over total assets and weto derive our net income primarily from financial intermediation activities rather than from trading or financial investments, which has resulted in more stable sources of income and reduced the exposure of our earnings to market volatility. Since mid 2018, following the sudden changes in the macroeconomic conditions, and the consequent decline in credit demand, cash minimum reserve requirements were extraordinarily increased (some of such reserves being allowed to be set up in Central Bank short term securities). Therefore,, we opportunistically increased our holdings in Central Bank short term securities applying our excess liquidity, decreasing our proportion of loans over total assets.

Access to multiple customer segments through differentiated brands and channels positions us to capture future growth in the Argentine financial system.

We target a broad spectrum of socioeconomic segments and companies of varying sizes using a multi-brand model to offer a wide range of financial services. The Bank offers customized financial products and services to corporate clients in SMEs and middle-market companies, as well as to high net worth and middle-income individuals and to middle and lower-middle-income senior citizens. CCF and Tarjeta focus their products and services on the middle and lower-middle-income segments of the urban population. Our multi-brand model allows us to access segments of the population that are underserved and we believe offer growth opportunities.opportunities once the macroeconomic conditions in Argentina stabilize.

40 

We consistently seek to leverage the strong cross-selling potential of our multi-brand and multi-channel business model and our stable pool of overalmost two million customers.

Through our multi-brand and multi-channel approach, we are able to cross-sell and create synergies across our segments. Bancassurance specifically allows us to cross-sell value added insurance products in compliance with the regulations of the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) and of the Central Bank, as applicable. We offer an attractive platform for cross-selling certain credit cards and loans through 141 consumer finance points of sale (compared to 128113 consumer finance points of sale as of December 31, 2017)2019 (compared to 114 consumer finance points of sale as of December 31, 2018). We cross-sell non-financial services and products such as insurance products and plans, tourism packages, health insurance and health services, electric appliances and furniture, and alarm systems through Espacio Cordial and our senior citizens’ dedicatedcitizens branches.

 

We believe our investment in developing a strategic national footprint positions us to capture profitable growth and benefit from economies of scale.

scale, once credit demand resumes.

Through the Bank, we have a focused presence in Argentina’s major regions and cities. Through our consumer finance business, we have presence in all the provinces of Argentina. Through our current infrastructure, we serve our customers through 340316 access points (compared to 326 access points as of December 31, 2017), including branches, bank branches fully dedicated to serve senior citizens, 1913 banking payment and sales and collection centers, 79 consumer finance, branches and access points within Walmart stores, Tarjeta’s 6134 consumer finance sales points and through other retailers, 5 MILA customer support offices, a network of 393 car dealers and 521536 ATMs, and 193217 self service terminals and 202 cash dispensers with biometric identification, our call center and home banking and mobile services. The Bank has an important presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area (where approximately 15.620.3 million or 39%46% of Argentina’s population resides), through 112113 branches and 1 collection center, and CCF has 2627 sales points within Walmart locations in the City of Buenos Aires and Greater Buenos Aires (compared to 21 sales points within Walmart locations as of December 31, 2017).Aires. The Bank is also one of the most active players in the Cuyo region, which includes the Province of Mendoza, San Juan and San Luis where it operates through 5052 branches, 1 mobile branch and 1713 collection centers. The Bank has approximately 281,000198,000 active customers in Mendoza and approximately 227,000192,000 in San Luis. CCF has seveneight sales points in the Cuyo region. We offer consumer finance services through our Tarjeta distribution platform mainly in the Patagonia region, where we rely on 20 branches and 4114 sales and collection centers.

We complement our existing physical network by offering solutions through our different digital channels such as our Online Banking platforms for Business and for Individuals, the Supervielle Mobile and the specific apps and solutions developed for different business segments such as the app for retirees, the Walmart app, and chatbots. We also offer products and services through InvertirOnline.com, our online broker with more than 51,800 active customers located countrywide.

Given the strength of our network in commercially significant and high income regions in Argentina, we believe we are well positioned to benefit from economies of scale by leveraging our existing network and growing our revenues without significant investments in additional expansion of our platform.

Long-standing presence in Argentina’s financial sector, committed indirect controlling shareholder and experienced Board of Directors and management team.

Through our main subsidiary, the Bank, we trace our origins to the banking house Supervielle y Cía. Banqueros, established in 1887. Our long-standing presence in Argentina’s financial sector has allowed us to establish strong long-term relationships with our customer base, build a reputation for personalized customer service and establish the Supervielle brand as a recognized household name in the Argentine banking industry for both individuals and corporations, as well as in the securitization and corporate bond segments of the local capital markets. Our controlling shareholder has a strong commitment to the Argentine financial system. Julio Patricio Supervielle is the Chairman of the Board of Directors and our CEO and has led Grupo Supervielle for over 1618 years. During his tenure, we have experienced growth in terms of net worth, assets, deposits and our network, and we have successfully completed some of our most significant acquisitions. We rely on a Board of Directors whose members collectively have extensive experience in retail and commercial banking, a deep understanding of local business

sectors and strong capabilities in risk management, finance, capital markets, M&A and corporate governance. In addition, our stable senior management team is comprised of seasoned officials and experts in their fields that foster a business culture of high performance.

41 

 

Our Vision and Strategy

The Argentine market is one of the least penetrated financial systems in Latin America, with a fragmented, competitive landscape. We believe the Argentine market has significant underutilizedunderused financial infrastructure, in the form of checking and savings accounts, but also good mobile and internet penetration levels. This situation presents a number of growth opportunities, as the country continues its stabilization process.opportunities. We believe we are positioned to capture these growth opportunities given our focus on a differentiated customer experience, product offerings, extensive distribution network and leading technology.

Even though we ran into external headwinds during 2019, we remained focused on executing our strategy to strengthen our brand and improve operating performance. The following items are the key components of our strategy:

We plan to continue focusing on becoming the premier bank for certain specific customer segments including high net worth customers, senior citizens, middle and lower-income populations, entrepreneurs and small businesses, SMEs and middle market companies. We aim to achieve this objective through multiple brands, by delivering customized value propositions in retail banking, corporate banking, treasury, consumer financing, insurance and asset management and other services. We intend to differentiate by reducing time- to-cash and with agile and robust processes. We will strive to capture increased efficiency and synergies derived from cross sell, customer loyalty and payroll customers from our corporate banking segment.1.       Digital transformation

We believe we have the capabilities required to be successful, including, among others, a long-standing reputation; a strong franchise of 2 million customers; an extensive distribution network; a strong digital footprint; stable, atomized and diversified funding; a prudent risk management track record; and a strong culture based on shared values: leadership, innovation, simplicity, efficiency, commitment and respect.

We believe that our holistic approach to mortgage underwriting exemplifies our strengths. We are seeking to become one of the market leaders in this segment, by, for example, forging alliances with real estate developers, offering customers a competitive2.       Enhance value proposition and having an exclusivity agreement with Zona Prop, a popular online real estate website.

The “Superate” advertising campaign launched in 2017 aims to continue differentiating our positioning by focusing on the potential for personal and collective lifestyle improvements and financial well-being among our customers. The campaign highlights that our mortgages, personal loans, SME loans, platform services and personal attention are tailored to our customers’ needs, and thereby become important tools for our customerstarget segments

3.       Increase customer acquisition and cross selling

4.       Streamline operations

5.       Develop new products and businesses to realize their goals.

expand our franchise

The key components of our strategy are as follows:described below:

Transform our company into a modern, leading edge, cost efficient player and position our business to serve consumer’s evolving needs and aspirations

We have made significant progress on digital transformation. Increasingly, customers want and expect to engage with us anytime from anywhere. Our digital strategy is aimed at responding to that demand. We have a three-pronged approach:

·Transformation of core businesses (banking, consumer finance and insurance) to enhance customer experience, agility and efficiencies. For example, we recently launched a groundbreaking senior citizens app which addresses their transactional needs and launched a 100% digital onboarding platform for new customer acquisition.
·

Development of digital attackers to broaden access to financial services. This includes Invertir Online, our online broker, and a new digital brand to be launched in the coming months which will refocus our strategy in the consumer finance business and allow acquisition of multisegment clients with full digital financial services.

·Development of a new system by building traffic from financial services into new platforms enhancing and deepening customer engagement.

Increase our market presence among attractive customers through an effective segmentation strategy and strengthened value proposition

We continue to strengthen and improve the customer experience. We are working hard to give customers new ways to connect with us. Additionally, we are consistently adding new products and services which increase our value proposition to customers. A few to mention include: insurance products for entrepreneurs and small businesses, online FX purchases within InvertirOnline which has enabled us to almost triple our customer base for this subsidiary, and the refocusing and re-profiling of the car sales platform deautos.com. These are just a few examples of the initiatives that we believe will enable us to grow our customer base as well as drive cross-selling opportunities.

 

We seek to increase revenues through cross-selling enabled by big data and CRM:customer relationship management:


 

High net worth customers: We successfully launched the Identité brand in 2014 with an attractive value proposition designed to capture and monetize the high net worth customer segment. That value proposition includes a wide range of components like premium credit cards, loyalty programs and exclusive events for customers. To reach high net worth individuals, the bank leverages three key assets: a premium, differentiated brand, a highly trained workforce and an excellent branch network in high income neighborhoods.

Senior citizens: We intend to maintain our leadership position in the senior citizen segment, providing unique services and benefits catered to its specific needs. Leveraging our network of fully dedicated branches we seek to expand our credit card and personal loan business, finance travel packages and consumer goods and services, and distribute insurance products, including life, burial, health, personal accident insurance and home insurance. This segment is adopting technology rapidly, which we anticipate will increase efficiency of service delivery.

Middle and lower-middle-income population: This segment has one of the lowest banking penetration rates in Latin America and represents an important opportunity to attract new customers. CCF’s exclusivity agreements with Walmart Argentina and Hipertehuelche Supermarkets position us to reach this segment with a powerful value proposition, particularly consumer finance loans and credit cards. This customer base also offers opportunities for cross-selling of other banking products. Additionally, we continuously analyze opportunities for new product launches to serve this segment, as well as opportunities to forge new alliances with other retailers.

Entrepreneurs and Small Businesses: We aim at continuing expanding our market share within our customer base of entrepreneurs and small businesses. We intend to leverage our branch network as a primary means of attracting business and focus on building our customized cash management services.

SMEs: Our aim is to become the premier bank for SMEs by deploying outstanding transactional and cash management services. We intend to developcontinue developing strategic partnerships with key industry players to provide financial services through direct lending or factoring transactions to their critical providers and suppliers along their value chains. We willintend to target specific opportunities and customers in the agroindustry sector, energy, infrastructure construction and other specific sectors. With respect to the agri-industrial sector, we strive to deepen our existing relationships with leading industry players, providing financing to their customer base. In San Luis, Mendoza, and Tucumán, where we have a well-established distribution base, we intend to continue targeting clients and value chains related to their main regional economies. With respect to the wine industry, we seek to continue developing partnerships with premium wine producers and key industry suppliers. With respect to the energy and infrastructure sectors, we target SMEs and middle-market companies along the supply chains of oil and gas (exploration and production),and renewable energy projects and medium and large construction companies.projects.

 

Middle markets and large corporate customers: We intend to offer a full range of products and services, including financial advisory, transactional services, treasury management, short, medium and long term financing to the middle market and large corporate customers that we have historically targeted. We aim to achieve this goal through quick decision-making with respect to our credit evaluation process, personal attention, increasing transactional services (such as check maintenance, payroll management, payments to suppliers and tax payment services) and building upon our cash management products, payroll management and other products that translate into higher balances of immediately available deposits. As we follow a customized approach across the value chain, suppliers and clients of our large corporate customers will be another source of SMEs client origination for the bank.

Leverage our proximity to customers through our extensive distribution network of branches and sales points to provide a superior customer experience

We have a direct presence in Argentina’s major regions and cities. The Bank has a particularly important presence in the Greater Buenos Aires metropolitan area and the Cuyo region, which includes the provinces of Mendoza, San Juan and San Luis. Given the geographical concentration of our network in commercially significant and high-income regions in Argentina, we believe we are well positioned to benefit from economies of scale by growing our revenues without significant investments in additional platform expansion.

43 

 

We intend tomay selectively expand the bank’sBank’s network of branches,, emphasizing services for high net worth and upper-middle income individuals, small businesses and SMEs, with a focus on the City of Buenos Aires and the Greater Buenos Aires metropolitan area.

We intend to grow the number of hub and spoke sales units specialized in leasing, foreign trade financing and cash management services.

We intend to build upon our leadership position in retail and corporate banking services in the provincesProvinces of Mendoza and San Luis.Luis. We plan to continue our partnerships with premium retail stores and shopping outlets to obtain differentiated discounts and benefits for our retail customers, relying on our existing network, which is the largest in the Cuyo region.

We aim to increase our access to non-banking customers, by developing partnerships with key medium-sized retailers across the country to provide banking services along the lines of our existing alliance with Walmart Argentina.

 

We plan to continue to expand our dedicated sales force with a focus on new entrepreneurs, small businesses and payroll services, to drive revenues and cross-selling ratios.cross-selling.

We intend to seek new strategic partnerships in the agribusiness sector to provide financial services to leading national and international players catered to their customer base. We plan to broaden our offering of commodity warrants and livestock leasing, leveraging our strong market leadership in San Luis and Córdoba, in the north of Argentina.rdoba.

Continue capitalizing on synergies by developing new businesses to increase our share of wallet

Our nearly two million customers provide a base from which to expand our share of wallet and increase customer loyalty. The Bancassurance business allows us to cross-sell historically profitable and low-claims products to our existing customer base. We have access through our distribution networks and aim to further develop our Bancassurancebancassurance distribution model by expanding the variety of insurance products offered by Supervielle Seguros. Espacio Cordial allows us to reach our clients with a wide variety of non-financial products and services, including travel and home appliance financing and health services. Moreover, as mentioned above, we are developing digital attackers to broaden access to financial services. This includes Invertir Online, our online broker, and a new digital brand to be launched in the coming months which will refocus our strategy in the consumer finance business and allow acquisition of multisegment clients with full digital financial services. We are also developing a new system by building traffic from financial services into new platforms enhancing and deepening customer engagement.

 

Grow our balance sheetstatement of financial position while maintaining our conservative risk management policies

Over the past 15 years we have differentiated ourselves from our competition by systematically securitizing assets, becoming the leader in Argentine capital markets in this segment. Since our IPO and after the expansion of our capital base, we have reduced securitization of our originated assets relative to our total assets, and we have been growinggrew systematically above industry growth levels.levels until the loan demand slowdown and the sudden macroeconomic backdrop.

 

Our conservative financial policies based on a diversified deposit base, low portfolio concentration, short term high liquidity and low interest rate, term and currency mismatches have allowed us along the years to build a strong franchise in retail and corporate banking. Since the IPO, we increased our deposits following the pace of loan growth, and we will continue to cross-sell to retail and consumer customers and attract cash management deposits from corporate clients. We also intend to continue to access long-term funding from the international capital markets as the Bank did in February 2017 through the issuance of a Peso denominated 3.5 years floating rate note for the equivalent amount of U.S.$300 million.

 

Continue to improve our efficiency by focusing on innovation and technology

 

We will seek to increase commercial productivity by optimizing sales time using onlineredesigning processes with two goals: (i) making life simpler for our clients and mobile banking, salesenhancing customer experience and collection centers, streamlining risk assessmentsatisfaction, and CRM technology. We also plan(ii) extending processes automation to continue working with world-class business intelligence tools to increase sales productivity and to improve relationships with clients through better predictive sales actions and communications.achieve greater efficiency.


 

Our strong culture of innovation supports our constantly keeping abreast of customer needs and global trends, creating and efficiently implementing solutions focused on local customer preferences.

We intend to expand our digital banking channel and online banking platform.channels. Our goal is to offer an outstanding digital experience to our clients. We intend to continue increasing the number of active online users and migrating our services to digital channels, which we expect will allow us to increase low-cost distribution and convert service centers into full bank branches. We also intend to continue launching mobile banking applications, which will enable “one click” payment and “one click” loan functionalities, with anytime and everywhere financial services and provide alerts and messages to customers in order to achieve cost efficiencies through low-cost social network advertising.

We have significantly improved the digital experience of our factoring product line, cash management and payroll services, and introduced “iFactus,” the first portal providing electronic factoring services and “e-Factoring,” an electronic platform which allows for check scanning and electronic delivery to the bank for immediate deposit, custody or discounting, with deferred physical delivery.

services.

We expect the future of financial services to be marked by a transformation towards a digital business model. The challenge for organizations is to optimize the technological innovation of traditional banking to attract new consumers of financial services, with the aim of creating the bank of tomorrow, today. During 2017, Banco

As a further step towards the acceleration of Supervielle’s Digital Innovation Team workeddigital transformation, during 2018 we hired a top management consulting firm to boost our approach. The core idea relies on simple and modular propositions for selected customer episodes. Those value propositions will seek to design in the following servicesyears an agile operating model and disruptive technologies: Digital On Boarding; Mobile Corporate Banking; Face Biometricsmethodology (“Agile”) for each relevant customer profile as a way of working for customer-centric change based on digital adaptable and radically lower cost IT and Operations environment. As a counterpart, our funding, growth and efficiency targets will be benefited. Therefore, during 2019, the new Cordial Compañia Financiera Application (Digital Acquisition Process).Agile methodology began to be implemented as a work tool, which generated significant benefits in the business development, leading to better results. Interaction and communication gave members a comprehensive view of the needs and restrictions so as to establish clear targets, design the best actions and favor the speed of implementation of required changes. The service model continued changing, striking a balance between maximum contact efficiency (through autonomous management channels and personalized services) and service levels required by each customer profile and each strategic segment of Banco Supervielle. Agile teams developed projects for our different segments and products.

Business Segments

Segment Reporting during 2019

The following table sets forth the breakdown of our net revenue and net income by segment for the periods indicated.

  As of December 31, 2019
Segment Net
Revenue
 Percentage Net (Loss) /
Income
 Percentage
  (in thousands of Pesos)
Retail Banking 14,258,024  41.6%  (1,463,278) 60.3% 
Corporate Banking 13,749,864  40.1%  (1,157,277) 47.7% 
Treasury 771,834  2.3%  1,359,906  (56.0%)
Consumer Financing 3,047,064  8.9%  (1,088,408) 44.8% 
Insurance 1,589,658  4.6%  22,377  (0.9%)
Asset Management and Other Services 872,600  2.5%  (101,689) (4.2%)
Total Allocated to Segments 34,289,044  100.00%  (2,428,369) 100.00% 
Adjustments(1) 374,965     274,747    
Total Consolidated 34,664,009     (2,153,622)   
(1)Includes financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements the net interest income received from the investment of liquidity at the holding company, as well as transactions between segments.

 

 

For the year ended December 31, 2017

 

Segment

 

Net Revenue

 

Percentage

 

Net Income

 

Percentage

 

 

 

(in thousands of Pesos)

 

Retail Banking

 

7,200,565

 

56.8

%

681,019

 

36.3

%

Corporate Banking

 

1,660,577

 

13.1

%

538,216

 

28.7

%

Treasury

 

426,137

 

3.4

%

47,746

 

2.5

%

Consumer Financing

 

2,320,345

 

18.3

%

179,440

 

9.6

%

Insurance

 

469,671

 

3.7

%

205,614

 

11.0

%

Asset Management & Other Services

 

601,584

 

4.7

%

223,554

 

11.9

%

Total Allocated to Segments

 

12,678,879

 

100.0

%

1,875,590

 

100.0

%

Adjustments(1)

 

577,989

 

 

 

561,470

 

 

 

Total Consolidated

 

13,256,868

 

 

 

2,437,059

 

 

 


(1)         Includes financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements the net interest income received from the investment of liquity at the holding company, as well as transactions between segments.

The following graphs set forth the breakdown of our net revenue and net income by segment before adjustments as of December 31, 2017.

The following table sets forth the breakdown of our assets by segment as of December 31, 2017.2019.

  As of December 31, 2019
  Retail
Banking
 Corporate
Banking
 Bank
Treasury
 Consumer
Finance
 Insurance Asset
Management
and Other
Services
 

Adjustments
(1)

 Consolidated
Total
  (in thousands of Pesos)
Assets        
Cash and due from banks 7,691,602  1,022,915  16,870,526  321,145  3,385  2,420,972  (1,927,446) 26,403,099 
Debt Securities at fair value through profit or loss     312,306  92,762    163,433    568,501 
Loans and other financings 36,757,453  43,426,550  3,720,408  5,036,973  453,978  30,746  (1,416,097) 88,010,011 
Other assets 2,525,566  1,335,130  17,533,288  2,975,202  1,091,343  538,602  7,703,949  33,703,080 
Total Assets 46,974,621  45,784,595  38,436,528  8,426,082  1,548,706  3,153,753  4,360,406  148,684,691 

 

 

As of December 31, 2017

 

 

 

Retail 
Banking

 

Corporate
Banking

 

Bank 
Treasury

 

Consumer
Finance

 

Insurance

 

Asset 
Mgmt & 
Other 
Services

 

Adjustments(1)

 

Consolidated 
Total

 

 

 

(in thousands of Pesos)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

2,799,066

 

260,107

 

8,000,292

 

74,143

 

3,012

 

340

 

(7,485

)

11,129,475

 

Government and corporate securities

 

 

 

15,255,201

 

 

87,832

 

3,003

 

 

15,346,036

 

Loans

 

20,868,845

 

27,605,696

 

2,302,233

 

6,093,736

 

 

 

(1,916,137

)

54,954,373

 

Other receivables from financial transactions

 

(4,251

)

506,331

 

4,570,399

 

794,727

 

330,864

 

315,115

 

48,211

 

6,561,396

 

Receivables from financial leasing

 

439,189

 

2,080,012

 

 

 

 

 

 

2,519,201

 

Other assets

 

379,155

 

10,893

 

244,148

 

522,328

 

111,323

 

285,235

 

1,907,715

 

3,460,797

 

Total Assets

 

24,482,004

 

30,463,039

 

30,372,273

 

7,484,934

 

533,031

 

603,693

 

32,304

 

93,971,278

 


(1)         Includes elimination of inter-segment loans and assets not directly allocated to a single segment, such as unlisted equity investments, miscellaneous receivables, premises and equipment, miscellaneous assets and intangible assets.

 

 

As of December 31, 2017

 

 

 

Retail 
Banking

 

Corporate 
Banking

 

Bank 
Treasury

 

Consumer 
Finance

 

Insurance

 

Asset Mgmt
& Other
Services

 

Adjustments(1)

 

Consolidated 
Total

 

 

 

(in thousands of Pesos)

 

Securitized Portfolio

 

549,743

 

 

 

745,579

 

 

 

 

1,295,322

 

Loan portfolio on Balance

 

21,308,034

 

29,685,708

 

2,302,233

 

6,093,736

 

 

 

(1,916,137

)

57,473,574

 

Total Assets

 

21,857,777

 

29,685,708

 

2,302,233

 

6,839,315

 

 

 

(1,916,137

)

58,768,896

 

(1)Includes elimination of inter-segment loans and assets not directly allocated to a single segment, such as unlisted equity investments, miscellaneous receivables, premises and equipment, miscellaneous assets and intangible assets.

 

The following table sets forth the breakdown of our customers and active customers from December 31, 2016  to December 31, 2017.in 2019 and 2018.

  Active Customers
  As of December 31,
  2019 2018
Retail Banking 1,402,562  1,403,460 
Corporate Banking 4,981  4,934 
Consumer Financing 357,900  397,440 

InvertirOnline

 51,829  16,994 
MILA 14,268  18,988 
Total 1,831,540  1,841,816 

 

 

As of December 31, 2017

 

As of September 30, 2017

 

As of June 30, 2017

 

As of March 31, 2017

 

As of December 31, 2016

 

 

 

Total
Customers

 

Active
Customers

 

Total
Customers

 

Active
Customers

 

Total
Customers

 

Active
Customers

 

Total
Customers

 

Active
Customers

 

Total
Customers

 

Active
Customers

 

Retail Banking

 

1,930,750

 

1,433,187

 

1,876,093

 

1,386,025

 

1,850,582

 

1,375,338

 

1,833,793

 

1,385,745

 

1,810,281

 

1,391,199

 

Corporate Banking

 

4,873

 

4,873

 

4,662

 

4,662

 

4,569

 

4,569

 

4,647

 

4,647

 

4,587

 

4,587

 

Consumer Finance

 

463,416

 

463,416

 

460,231

 

460,231

 

450,157

 

450,157

 

441,789

 

441,789

 

434,495

 

434,495

 

Total

 

2,399,039

 

1,901,476

 

2,340,986

 

1,850,918

 

2,305,308

 

1,830,064

 

2,280,229

 

1,832,181

 

2,249,363

 

1,830,281

 

Retail Banking segment.

The BankBank’s Retail Banking segment offers its retail customers a wide range of bankingfinancial products includingand services designed to meet the needs of individuals and entrepreneurs and small businesses: personal loans, short termmortgage loans, unsecured loans, loans with special facilities for project and work capital financing, leasing, bank guarantee for tenants, salary advances, securedpledge loans, domestic and international factoring, international guarantees and letters of credit, payroll services through Plan Sueldo,payment plan (planes sueldo), credit cards, debit cards, savings accounts, time deposits, and checking accounts, as well as financingand financial services and investments such as mutual funds, insurance coverage,and guarantees, and benefits payments to senior citizens benefit payments. Until December 31, 2019, we offered services to SMEs through our Corporate Banking segment. On January 1, 2020 our SMEs portfolio was effectively transferred to the Retail Banking segment, which has been renamed as our Personal and pensioners, among others.Business Banking segment.

The Bank hasTo promote digital transformation, focus was placed on development and strengthening of autonomous management channels, with special emphasis on digital contact channels. Face to face automatic platforms continued expanding, supported by biometric assistance, marking the beginning of a radical change in the daily operations of customers. Digital platforms were strongly boosted thanks to developments focused on automaticincreasing their capabilities, both in assistance and in credit supply and product marketing, seeking a greater agility in operations and an improvement in the customer’s perception in respect of the Bank.

With the aim of accelerating digital transformation, during 2019, we started implementing the Agile methodology as a work tool, which generated significant benefits in the business development, leading to better results. Interaction and communication gave members a comprehensive view of the needs and restrictions so as to establish clear targets, design the best actions and favor the speed of implementation of required changes.

The service model continued changing, striking a balance between maximum contact efficiency (through autonomous management channels and personalized services) and service levels required by each customer profile and each strategic segment of Banco Supervielle.

Based on the assessment of their distinctive features, their needs and specific requirements, the Bank’s customers are grouped in four strategic groups which are further described below: (i) SMEs customers, composed of natural persons engaged in commercial activities, small one-person ventures and small and medium sized companies with a billing lower than Ps.700 million per year, (ii) Identité customers, which gathers natural personas belonging to serial ACB1 segments, (iii) personal customers, which includes individual customers with no commercial activities (not included in the Identité segment), and (iv) senior citizens customers, which includes senior citizens who are paid their pension benefits through the Bank.

·Personal customers. Agile teams developed projects focused on the generation of open market and wage salary payment plan customers. In addition, work was done on the readjustment of processes for customers of the segment to have a better experience in their relationship with the Bank and more focused on the agility of digital operations. Moreover, campaigns were launched to encourage digitalization, and value propositions and benefits were communicated digitally to customers for the development of self-management channels, through the placement of products transactions and other customer transactions.

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·Identité customers (High Net Worth Customers). We offer our high net worth customers exclusive services such as priority access to our branches with minimal waiting time, concierge services, exclusive back offices for conducting banking activities, dedicated customer service representatives at the call center, a remote investment center and dedicated locations at our branches.

In 2019, this segment established three strategic pillars for business development: funding, customer base growth and profitability.

As part of the profitability strategy, tools were used to strengthem the idea that provide greater functionalitywe are the first-choice bank in face-to-facenew customers, so that they are offered benefits and digital automatic platforms,bonuses taking into account the use they make of bank products, such as transactional accounts or fixed term deposits.

As regards the service model of the segment, focus was on digitalization, increasing its penetration by 3% and exceeding 75% of the high net worth customer base. In addition, work was done on automatization within the first 60 days with a view to expediting transactionsleading customers to use digital channels and generating new sales channels

Products and services are tailored to the needs of the different segments with which the bank works, focused on continuous improvement of customers’ experience. Two of our more strategic segments are the small companies, grouped in Emprendedores & Pymes (Entrepreneurs & Small Businesses), and high net worth customers, which we refer to as our Identité segment. Additionally, products and services are offered to meet the needs of senior citizens.

In 2017, the size of the mortgage market in Argentina increased by 113%. We believe mortgages represent a greenfield opportunity. We are among the top 5 private banks in Argentina, in terms of market size, in the mortgage market, according to private estimates, with about 10% of new mortgages lent by private banks after just one year. Through the offer of mortgages, we expect to gain new customers and to cross sell existing customers by building long-term and loyal relationships.

The service model is customized to strategic segments while the operations model fosters a commercial and personal approach to customers,achieve an enhanced approach.  The bank has also developed a service model integrating new technologies and digital platforms to accelerate processes and improve customers’ experience, tailored to each profile.

As of December 31, 2017, the Retail Banking segment had Ps.21.9 billion of outstanding loans and financial leases (including securitized loan portfolio), and contributed with Ps.7.2 billion to our consolidated net revenues (56.8% of our net revenues before adjustments) and with Ps.681.0 million to our consolidated net income (36.3% of total segments’ net income before adjustments).We conduct our Retail Banking operations through the Bank.

Our Retail Banking services are focused on the customer segments discussed below.

·Entrepreneurs and Small Businesses. The Bank considers small businesses to be fundamental drivers for strengthening of productivity in the Argentine economy. For this reason, the Bank redefined its approach to the small business segment in order to develop the necessary tools and services to help small businesses grow and to respond to their needs with convenient and simple solutions. We service small businesses through our Retail Banking segment and SMEs and Middle-Market Companies through our corporate banking segment.

In order to enhance strategic sub-segments, the Bank worked on lead generation through different sources, including agreements with small business associations and a presence at specific franchises and transportation events. Together with these actions, new tools were implemented to improve response speed to customers. Protocols for referral towards different channels were also implemented to improve efficiency.

Development of the differentiated service model continued to include over 79% of the branches and over 91% of the Retail Banking segment’s customers. The Bank focused on two specific executive profiles, offering specialized services to larger SMEs and streamlined services to smaller SMEs.

Focus was also placed on obtaining a deeper knowledge of a company’s lifecycle and its needs at different stages. To that end, two value propositions were developed, addressed at franchises and transportation market niches, and offering companies an adequate proposal for their needs in the different stagesearly activation of their development. In addition, we continue to develop new value propositions for other new sub-segments.products.

·SMEs customers. The Bank considers small businesses to be fundamental drivers for strengthening productivity in the Argentine economy. For this reason, the Bank redefined its approach to the small business segment in order to develop the necessary tools and services to help small businesses grow and to respond to their needs with convenient and simple solutions. Until December 31, 2019, we served SMEs through our Corporate Banking segment. Since January 1, 2020 this portfolio was transferred to the Personal and Business Banking segment.
oSpecific Subsegments. Customized Value Proposition. The proposals launched between 2017 (Franchise and Transportation) and 2018 (Health) consolidated in 2019 as Franchises, Transportation and Health subsegments. The number of customers increased by 49.9% in Franchises, 38.2% in Transportation and 28.8% in Health, as compared to December 2018. During 2020, Supervielle intends to continue launching to the market special proposals for different sectors/industries which gather over 50% of the SMEs in the country.
oFranchises. The Bank has introduced innovative loan models including franchise system options to support the growth of entrepreneurship in Argentina through a professional system. The Bank finances up to 40% of the initial investment (capped at Ps.800,000 for new franchisees), offering preferential rates and a five month grace period on principal payments. Through the agreement with mutual guarantees companies, maximum financing caps may be increased according to each brand’s performance.
oTransportation. The Bank has developed products for the cargo transportation segment activities and the value chain that enhances the growth of entrepreneurs and SMEs in general. For example, one of the attributes deemed key for a value proposition for this segment is the prompt response for the approval of loans for expansion of their truck fleet. The Bank has implemented single-day approvals of preferential rate financing for secured loans and leasing for the purchase of trucks and/or semitrailers. This allows SMEs to face new business opportunities and plan their activities more accurately. Despite the economic conditions and the increase in interest rates during 2019, the pace of origination of new customers was 36%, which implies growth above the average growth in the SMEs segment in 2019.

 

·High Net Worth Customers. We offer our high net worth customers exclusive services such as priority access to our branches with minimal waiting time, concierge services, exclusive back offices for conducting banking activities, dedicated customer service representatives at the call center, a remote investment center and dedicated locations at our branches.

A new lead generation scheme was developed that adds attractive benefits for prospective customers and combines welcome credit card benefits, such as promoting early activation and exclusive benefits in

supermarkets, gas stations, and restaurants, in addition to interest-free financing for the purchase of airline tickets.

The Bank continued to focus on our relationship with customers through promotions that encourage product placement. The development of credit approval platforms for credit cards and personal loans through digital channels continued throughout the year.

Taking into account the needs and requirements of customers, the face-to-face service model expanded to 60% of the branches, reaching 82% of the Retail Banking segment’s customers.

·Senior Citizens. The Bank facilitates ANSES payments to more than 1 million beneficiaries per month, including retirees, pensioners and social plans, and it believes it is the private bank with the largest presence in this segment.

oHealth. In November 2019, a new value proposition was presented, intended to cater for the needs of health and diagnostic centers, outpatient doctors’ offices, laboratories and pharmaceutical companies and wholesalers. Focus groups were held with sector companies and customers. This value proposition is characterized by promptness in loan granting and agreements with vendors. As regards to credit, requests for amounts lower than Ps.10 million were answered within 24 hours and requests for amounts above Ps.10 million were answered within 72 hours. The subsegment consolidated in 2019 achieving a growth pace exceeding that of the sector prior to the creation of the value proposition.
·Senior Citizens customers.Since 1996, the Bank has acted as one of the paying agents of social security payments to senior citizens on behalf of the government pursuant to an agreement with ANSES. The Bank facilitates ANSES payments to close to 950 thousand beneficiaries per month, including senior citizens and pensioners, and we believe it is the private bank with the largest presence in this segment.The Bank’s agreement with ANSES provides that it will continue in effect as long as the parties continue performing their obligations for a six-year term. ANSES has the right to terminate the agreement with 90 days prior notice.

In 2017,2019, the Bank continued offering products and services addressing the needs of senior citizens, while further improving its value proposition and service model. Based on the knowledge of the customers’ life cycle and their distinctive characteristics, we promoted the redesign of the commercial management model particularlywith focus on the penetration in high net worth customers and the implementation of specific policies to obtain the greatest risk/benefit ratio in low income segments.

The service model continued moving forward throughCaja Rápida (cash (Cash dispenser with biometric identification) in its service centers.

With these new dispensers,Service Centers, reaching a 100% coverage of the Bank aims at providing a streamlinednetwork and innovative service, reducingfocusing on communication of this system to and adoption by senior citizens, with clear benefits in terms of waiting times significantly and introducing to its senior citizen customers new forms of interacting with the Bank. At December 31, 2017, there were 124 Cajas Rápidas, covering 79% of the network.

·Middle-Income Persons. In 2017, digital and alternative channels were developed to ease migration for the customers of this segment. To that end, new functionalities were added to Home Banking, Mobile and Contact Centers.

The Bank focuses on providing a streamlined service in line with the customer needs as well as on enhancing the service model as regards product acquisition and placement.

The comprehensive proposal for the Retail Banking segment is aimed at optimizing service channels, satisfying customers’ expectations and becoming our customers’ first choice bank.

The Bank’s focus on payroll customers has yielded a significant increase of the customer base in this category

Through our Retail Banking segment, we offer retail customers a wide range of products and services as described below.

Packages of banking services. As of December 31, 2017, the Bank maintained more than 2.5 million savings accounts and more than 88,000 checking accounts. In 2017, the Bank serviced more than 791,000 product bundles for senior citizens, more than 173,000 Plan Sueldo (“Payroll”) accounts and more than 49,000 product bundles for high net worth customers. During 2017, the Bank encouraged bancarization at all levels, promoting streamlined transactions and enhancing the use of automatic channels. Campaigns were carried out to open savings accounts with debit cards for youth scholarships and social inclusion programs, which reached over 80,000 people. Likewise, the Bank offers bank accounts for minors to encourage the early development of savings habits and allowing for early contact with future generations of economically active individuals.

agility.

In line with the developmentefforts to improve our service level, a new queue management system was implemented. This system allows a better experience, management and control of strategic segments,transactions and of the customer segment.

The innovation milestone for the segment was the launching of “Supervielle Jubilados", an app offering our customers a new proof of life method required to receive their monthly payment, adapted to new technologies. The platform includes facial recognition which identifies the customer and certifies that they are alive through a photograph. The idea is to make it easier for senior citizens who are Bank assessedcustomers to provide their proof of life on a monthly basis, without the specific needsneed to go to the bank and to do so any time anywhere. This is an advantage too for those customers’ agents or relatives as they may download such app in their cell phones.

Digital Banking – Business: In 2019, the Digital Banking - Business sector continued focusing on improving existing capabilities and developing and incorporating new capabilities within the new digital asset, Online Banking Business, and also within the Mobile Banking - Business module.

The creation of a newcheque app which is simple and quick and is intended to radically improve the digital experience and to align the user experience to the remaining digital assets of the Group is worthy of mention. In addition, the new technology used for its creation enables scalability and improves efficiency by creating new capabilities.

During 2019, these milestones allowed the net promoter score (“NPS”) of digital channels of companies to go from 12.9 to 29.2, a significant 16.3 point growth.

48 

All business digital assets incorporated tools which allow the online transaction monitoring and the verification of the adequate functioning of tools in real time.

Digital Banking – Individuals: The Digital Banking – Individuals sector continued working strongly on digital adoption focused on the evolution of platforms in terms of utility, particularly in the generation and improvement of capabilities both in the Online Banking platform and in Supervielle Mobile; and in the access of customers to digital operations, promoting specific actions and implementing highly attractive campaigns.

E-channels: In 2019 the self-management model continued being enhanced with deployment and strengthening of theCaja Rápida channel (cash dispenser with biometric identification), with at least two terminals per branch dedicated to payment of pensions. Likewise, improvements were made to increasing usability, adoption and speed in customers’ operations

Customers’ attention centers:The Contact Center manages queries and complaints by and sales to customers by phone, e-mail and social media. Work continued on the improvement of the automatic banking sector so as to make customer online time and experience more agile, to improve answer quality and to increase sales. The Investment Center that operates since September 2017 within the telephone banking management is formed by a view to designing productsteam of experts on capital markets who provide advice on and services packages that meetmanage the requirements of each sub-segment in order to actively support the developmenttransactions of customers and their community.

Investments.in all Bank segments. In line with the tax amnesty law implementedBank’s strategy, the area favors the unification of management platforms, achieving agility, a larger number of products and better investment alternatives, securing a greater penetration in 2017, the Bank developed special services addressed to financial customers, which resulted in depositsterms of U.S.$127.0 million. With a focus on the efficiency of operations, the Bank continued strengtheningmanaged funds and developing autonomous channels for comprehensive management of investment operations. Time deposits through digital channels exceeded Ps.4.3 billion. A specific function was

implemented in Homebanking for the management of bonds and stock holdings. A high percentage of time deposits, mutual fund transactions and share purchases and sales were made through automatic channels. Exchange transactions were consolidated during 2017 due to the extension of transaction hours, with an increase of 40% in the use of digital channels for exchange transactions. However, based on the principle of maintaining direct contact with strategic segment customers, the Bank created the Comprehensive Investment Center, and trained staff to provide personal advice to customers and instill in them the confidence necessary to attract their whole investment portfolio. During 2017, share and mutual fund portfolios managed by the Bank recorded an 86% and 167% increase, respectively.high net worth customer generation.

 

Insurance. The Bank has continued to grow in the insurance business. During 2017, the Bank launched products such as insurance on mortgages and other secured loans. Developments were made in sales through digital channels, including simulators that allow customers to assess which service is in line with their profile, to customize our product.

Loans. The Bank offers personal loans, short-term advances and salary advances to payroll customers. The placement of personal loans was boosted by a renewed offer and special facilities in line with the needs of each segment, together with the sales through digital channels implemented during the year. Accordingly, and with a view to further enhancing the placement of personal loans, the Código de descuento product was relaunched in the province of Mendoza, with a renewed commercial proposal.

Our mortgages strategy focuses on inflation adjusted credit lines. These are denominated in unidades de valor adquisitivo (“UVA”), an inflation adjusted unit that allows capital loans to be adjusted daily. As a result, interest rates are set in real terms and currently range between 5.9% and 8.4%, depending on the type of mortgage and the customer segment.

The UVA was introduced by the Central Bank in September 2016. Since then, mortgages with low monthly installments are more accessible to clients, and a higher number of clients at lower income levels can access larger loans. According to the respective regulations, monthly credit payments cannot exceed 30% of the individual’s monthly salary.

During 2017, in view of the widening of the market following the implementation of the UVA Mortgage Loans, commercial management focused on the development of a new, highly competitive product, with no cap restrictions and a maximum term of 30 years, managed by an outsourced center, which accounted for placements amounting to Ps.1.5 billion.

Credit Cards. As of December 31, 2017, the Bank maintained approximately 717,130 Visa and MasterCard accounts. Over the course of 2017, the Bank added nearly 60,000 new credit card customers. During 2017, the Bank moved forward in the process of card renewal by the implementation of the CHIP technology, which will reduce skimming.

The Bank also worked in the implementation of the new OnBoarding digital platform, which will act as a contact point for non-customers and will enhance and streamline sales processes through merchants and sales points and web channels where customers may apply for credit cards using self-service solutions. The Bank maintained a strong focus on store adherence. With focus on efficiency, the processes and documents required for store admission were unified and updated. In a second stage, and with focus on experience, manual processes were replaced by digital templates.

Total deposits from the Retail Banking segment (now, Personal and Banking segment) as of December 31, 20172019 amounted to Ps.37.9Ps.59.6 billion (U.S.(approximately U.S.$2.0 billion), a 45.4% increase from the Ps.26.0 billion recorded as of December 31, 2016.994.6 million). Retail branch deposits in Pesos and Senior Citizenssenior citizens deposits continued to represent a high portion of total deposits. In 2017,2019, retail branch deposits in Pesos plus Senior Citizensenior citizen deposits represented 53.8%55% of total deposits compared to 60% in 2016.deposits.

In 2017 the network’s area of influence was expanded with the opening of three new branches. These openings were intended to consolidate the Bank’s presence in areas with a high density of stores and to achieve full coverage in commercial corridors where SMEs are established.

Additionally, 2017 featured substantial changes in Service Centers, modernizing daily operations and meeting the needs of the elderly. With the development of automatic solutions for queries and cash withdrawals that include biometric identification, the Bank has paved the way for future generations of retired customers.

Corporate Banking

The Bank, through its corporate banking segment, generally works with SMEs, middle-market companies and large corporates. corporates with annual billing exceeding Ps. 700 million in 2019. Until December 31, 2019, SMEs customers were included under the Corporate Banking segment. The customer service model is formed in turn by three commercial managements:

(1)AMBA Corporate Banking which deals with companies operating in the city of Buenos Aires, Greater Buenos Aires, Rosario and Mar del Plata.
(2)Provinces Corporate Banking which deals with the commercial relations in the Provinces of Mendoza, Córdoba, Tucumán, San Juan and Neuquén.
(3)Mutual Guarantee Companies “MGC” Division which operates at the headquarters in the City of Buenos Aires.

The Bank believes that its proximity to its corporate banking customers gives it a competitive advantage.

As of December 31, 2019, the corporate banking segment had Ps.36.8 billion of outstanding loans and other financings, and contributed almost 40% of our net operating revenues before adjustments.

The customer service model is based on regionalization. Services to SMEs and medium-largelarge companies in the Citycity of Buenos Aires and its vicinities are provided through regional branches located in the most densely populated industrial and commercial areas. Communication, assistance, negotiation and operational management are centralized in banking nodes.

49 

In 2019, the synergy strengthened among the teams of the different areas, industrial areasfocusing on improvement of existing processes and the acquisition of new technologies intended to significantly improve customer service quality.

The main guidelines on which the management focused were:

·Development of comprehensive proposals seeking to become the first-choice bank in terms of reciprocity and cross-selling
·Protection of business profitability improving effectiveness, productivity and efficiency of commercial and operational areas
·Generation of work sessions with other areas seeking to improve existing processes, increasing synergies and strengthening results

Wines Division. During 2019, the Wine Division continues consolidating its position as a leader in the wine industry, remaining the only Argentine bank among the top 20 to have an expert team to deal with commercial activity.the sector.

The Bank’s target market consists of wine estates with high added value products, that focus mainly on the export market. However, Banco Supervielle continued supporting all industry players in the entire value chain of wine production, from leading grape producers to major wine estates as well as suppliers of wine manufacturing and bottling supplies.

This broad based strategy also allows us to develop our Retail Banking products with these customers

Sociedad de Garantía Recíproca (Mutual Guarantee Agents or “SGRs”, per its Spanish acronym). In 2019, the Bank maintained a sector leadership, operating with approximately 78% of the SGRs authorized in the country (33 out of 47 authorized SGRs and Guarantee Funds). The Bank believesis recognized as the bank of the SGRs by theCámara Argentina de Sociedades y Fondos de Garantías and the Ministry of Production/Sepyme, the authority that its proximitysupervises SGRs.

The Bank also remained a leader in terms of development and innovation for being the first private Bank to its corporate banking customers givesoffer a Business Credit Card with guaranteed purchase limit backed by a MGC and for operating withcheque discounts in the Securities Market directly and through Invertir Online, a subsidiary of Grupo Supervielle.

Also during 2019, by decision of the Ministry of Production, the Bank renewed the agreement entered into for receipt of guarantees issued by theFondo de Garantía Argentina, being the first private bank in the country to develop these operations basically oriented to loans for SMEs.

Together with some MGCs, financing facilities were developed for SMEs, members of the value chain, entrepreneurs and franchises.

Oil & Gas Project

The Bank considers that the oil and gas sector has a high growth potential. Therefore, in 2018, the Bank decided to lay the bases for the development of a project in this sector. Subsequently, in April 2018, a new branch was opened in the city of Neuquén in addition to the existing customer service model. This allows for a close contact with the value chain of large operators and an improved competitiveness through the incorporation of new wage payment plans of individuals with high purchasing power residing in the area.

During 2019 the Bank’s Oil & Gas Division organized strategic events with sector companies seeking to position the brand.

In addition, several financing agreements were entered into with operators’ suppliers, such as YPF, whereby the Bank could develop a commercial relationship with SMEs that are suppliers of the oil industry.

50 

However, 2019 has been a complex year for the sector due to macroeconomic conditions: it a competitive advantage.was hard for sector companies to access markets to obtain financing for their projects in an industry highly dependent on intensive capital investments.

 

As long as the sector activity stabilizes, the Bank expects to strengthen the actions on value chains of December 31, 2017,large operators, taking advantage of the corporate banking segment had Ps.29.7 billionexperience gained with the new customers obtained due to the focus placed during 2018 and 2019.

Products and Communication

The Products and Communication department is formed by five teams focused on products and by the Marketing and Communications team.

All of outstanding loansthem are based in the City of Buenos Aires and financial leases,provide cross-functional services to all of the Bank’s commercial channels and contributed with Ps.1.7 billionmake available their products to our consolidated net revenues (13.1% of our net revenues before adjustments)all customers, whether they are individuals or legal entities.

Teams focused on products include the Assets Management, Liabilities and with Ps.538.2 million to our total net income (28.7% of total segments’ net income before adjustments).Insurance, International Commerce (Comercio Exterior, or “Comex”), Leasing and Transactional Banking areas.

 

The main financial and transactional products and services that the Bank’sAssets Management area offers personal, corporate, banking segment offers are factoring, leasing, employee payroll services (through which it offers solutions to meet its customers’ working capital needs), foreign trade and cash management and transaction services. In addition, the Bank’s corporate banking segment also offers checking account short-term advances, factoring, secured and unsecured loans, Sociedad deGarantía Recíproca (SGR)-guaranteed loans,checking account agreements, factoring and/or guarantees issued, among other products, at fixed, variable or UVA adjusted rate.

The Liabilities and Insurance area is responsible for products such as fixed time deposits, accounts, safe deposit boxes and insurances and other marketed in the commercial network.

The Comex area not only manages customer financing through export prefinancing, import financing and international collections and payments which include import letters of credit (“ILC”), export letters of credit (“ELC”), international factoring, collections and transfers, but is also responsible, together with the Finance area, for the negotiation of commercial and financial facilities with correspondent banks.

The Leasing area structures and markets Leasing, Sale & Lease Back products, pledge loans supplierto companies denominated in U.S. dollars, Pesos and at fixed or variable rate, on property in general, mainly oriented to transportation (trucks, cars, etc.) as well as industrial equipment and hardware in general.

Transactional Banking team deals with collection and payment services check custody services, armored transportation services, collections services, corporate credit cards, pension services, deposit accounts (including time depositsto human and short-term deposits).legal persons, cash management,e-cheques, among others.

The Comex, Leasing and Transactional Banking areas have highly skilled officers providing advice and generating new businesses with Finance, Corporate Banking and Individuals and Business customers.

In addition, the Transactional Banking area comprises thePlan Sueldo area and its sales force, as well as the Means of Payment Management, mainly through the Debit and Credit Card products oriented to individuals or companies.

The following sets forth additional information on the main products and services offered by the different banking segments:

·Loans. The bank offers offers personal, corporate, secured and unsecured loans, overdraft, factoring and/or guarantees issued, among other products, at fixed, variable or UVA adjusted rate .

The Bank decided to provide dynamic personal loans supported by efficient processes and an agile management which have allowed improvements in the delivery times of credit ratings to enhance the tools and sales channels and expand placement, in addition to the launching of new financing facilities and the developments carried out to increase supply through digital platforms, which led to a better user experience and a more assertive segmentation of our corporate banking segment:customers.

51 

 

Leasing. Banco Supervielle’s leasing product maintained a high levelRegarding commercial loans-, special facilities were developed to suit the needs of market acceptance,the different corporate segments together with over 1,100 contracts for a volume exceeding Ps.2.1 billionsales in 2017. Asdigital and face-to-face channels, enhancing the placement of December 31, 2017, we had a 15.2% market share in leasing in terms of private banks in Argentina.factoring, checking account and loan agreements.

During 2017, with a view to maintaining leadership and in the search for excellence in customer service, the leasing back office was established focusing on optimizing the response to, customers. For this purpose, the commercial team was restructured in the Branch Channel (dedicated to Large Companies, SMEs and Retail Banking) and the Vendor Channel (intended to increase penetration in the Vendor channel).

Factoring (check discounting, invoices and work certificates). The Bank participates in the check discounting market by offering three categories of products: (i) with recourse, where the customer who discounts the check with the Bank assumes the insolvency risk, (ii) first loss, where the customer assumes part of the insolvency risk, and (iii) non-recourse, where the Bank assumes all insolvency risk. Corporate banking factoring transactions represented 17.1% of the Bank’s loan portfolio as of December 31, 2017, and the Bank estimated that itsThe share of the factoring market of Argentine financial system as of December 31, 20172019 was approximately 7.5%9.5%, according to the most recent publicly available information published by the Central Bank.

During 2019 a communication and management strategy was designed to align the Bank with the highest standards in order to obtain a greater market share in the different regions where it does business, which resulted in the Bank’s participation in different credit and financing programs as well as in supply of subsidized credit facilities for development and investment. To such end, the Bank participated in development programs and entered into agreements with financial institutions intended to foster production activities.

With the aim of generating a better customer experience, the Bank fully reviewed the management process of credit products. As a result, it launched an agile cell focused on factoring, to analyze current processes, detect points of improvement in internal and external processes and obtain significant benefits both for the Bank and for the customers.

As regards customers, a more fluid communication was achieved with the real time viewing of the status, agility in credit product management and a significant reduction in times from the first contact to loan disbursement.

These improvements had a positive impact on the performance of financial loans during the year but could not avoid the effect of the fall in the demand of loans derived from recession and high real interest rates in Argentina in 2019.

·Means of Payment: During 2019, we continued working on the transition from magnetic band debit cards to chip technology, which we had started in 2018, ensuring a better operation and the reduction of skimming fraud. The Bank thus managed to improve its position in the industry regarding the implementation of this technology in debit cards.

As of December 31, 2019, the Bank maintained approximately 740,000 Visa and MasterCard accounts.

In 2017,connection with the Bank continued promoting E-Factoring, which allows, by meansdigital transformation proposal, focus was maintained on the use of installed readers, imagescontactless technology for all debit cards of the checksIndividuals and Identité segments and in the credit cards for Mastercard International and Gold products and for all Visa products, such as International and Signature. The main goal is to be receivedoffer an innovative product to make payments in a quick, comfortable and cashed or deposited, streamlining their processing and reducing time and cost.

Foreign Trade. The Bank is an active participant in foreign trade financing and offer personalized advice regarding technical, commercial and regulatory matters related to foreign trade. The Bank draws on a trained staff to advise customers on foreign trade, foreign exchange transactions, international transfers, credit assistance in connection with products offered, and operating issues.

During 2017, exchange regulations affecting foreign trade continued to be eased, which led to a more agile settlement process.safe way, enhancing customer experience. In addition, migration continued from physical to digital credit card account statements, through email delivery. In the yearsame line, Telephone Banking was characterized bycreated as a significant growthnew channel for password resetting, in addition to Online Banking and Supervielle Mobile.

In 2019, a smart platform was implemented, through a multi-collection project, for collection of fees intended to improve the collection percentage of product packages in all of the Bank’s segments


·Leasing. The Bank’s leasing area meets the leasing needs of all commercial banking areas of the Bank, through lease agreements of machinery, equipment and truck manufacturers and dealers, in a variety of industries and segments. While leasing remains a very attractive instrument for companies to finance investments related to business growth and operating efficiency, the rise in interest rates and the contraction of the economy in 2018 and 2019 caused a significant fall in the volume of contracts executed. As of December 31, 2019, we had a 19.9% market share in leasing in terms of private banks in Argentina.
·Foreign Trade. The Bank is an active participant in foreign trade financing and offers personalized advice regarding technical, commercial and regulatory matters related to foreign trade. The Bank has a trained staff that allows it to advise customers on foreign trade, foreign exchange transactions, international transfers, credit assistance in connection with products offered, and operating issues.

During the first three quarters of 2019 simplification of exchange transactions related to foreign trade especiallycontinued, following the trend of the last two years. However, due to the market uncertainty following the PASO elections, the Executive passed Decree 609/2019 authorizing the Central Bank to issue new temporary and urgent exchange provisions to further regulate the exchange scheme and thus strengthen the normal operation of economy, contribute to a prudent administration of the exchange market, reduce volatility of financial variables and soften the impact of financial flow fluctuation on the real economy.

The set of exchange regulations then issued by the Central Bank restored documentary control and verification of terms for import payments and export collections, limited the purchase of foreign exchange for natural and legal persons as well as exchange transactions among related companies.

In March 2019, the Bank was once again invited by Banco de Inversión y Comercio Exterior to participate with a US$12 MM facility in the second halfArgentina Exporta program, a project designed by the Ministry of Production and Labor together with FONDEAR, which allowed for the reduction of interest rates in the granting of export prefinancing facilities to SMEs customers for up to US$200 thousand per customer, at a maximum annual nominal rate of 4.5% and for a maximum term of 180 days.

As regards foreign exchange settlements and transaction processing, the Bank grew by 10.4% in terms of number of processed transactions and 27% in terms of settled volumes during 2019.

By mid-August 2019 the digital offer to legal persons for purchase and sale of U.S. dollars through the Bank’s digital platform was completed.

In addition, and in line with the objective of improving the customer comprehensive experience, the Bank was GPI certified. GPI (Global Payment Innovation) is an initiative developed by SWIFT which is an absolute innovation in the international collections and payments system at global level. Thus, the Bank become the first Argentine bank to be Application Programming Interface (APIS) certified and the fourth in the market to implement GPI. Payments are now forwarded immediately within the business banking hours of the year, reaching a historic record of financingreceiving entity. On the other hand, thanks to its new system, users may track their transactions in U.S. dollars.

The E-Comex channel, which allows importer and/or exporter customers to make inquiries regarding on-going transactions and manage their payments and/or collections throughuntil they are received by the Home Banking of Corporate Banking, continued to be consolidated. 59% of the Bank’s total foreign trade related transactions were settled through this channel.

final beneficiary.

The Bank remains the only bank in the Argentine financial system to operate in the International Factoring market, through FCI (formerly called Factor Chain International), the largest and most prestigious chain of factoring companies..

·Plan Sueldo: During 2019 the Bank implemented a deep restructuring of product operation, aimed at attaining high efficiency standards both in onboarding and in the customer cross selling and subsequent profitability.


 

By mid-December 2017,In line with digital transformation, new agile services were developed to support the Bank establishedadmission processes of new agreements. Thus, agreement admissions were generated, with mass generation of online banking Business accounts, and packages and new bonus rules were offered, which were a significant incentive for customer service center called “Contacto Comex”, staffed byearly profitability.

In such regard, a team of experts fully dedicatedspecific application was developed for mass onboarding reaching a milestone in online payroll processing.

In addition to responding to E-Comex inquiries from customers.

Cash Managementthe actions based on the adopted digital path, new and Transaction Services. The Banks offers a range of products and services designed to assist in the corporate administration process, including payments to suppliers, electronic banking, payments and collections, cash management and armored transportation. Supplier payment services ensure timely payment, optimizebetter generation proposals were developed for target companies. With the use of customers’ fundsopportunity maps, a greater efficiency was obtained in contact with companies, incorporating new tools for generation of quality agreements and simplify our customers’ administrative tasks. The various payment options are designed to meet each company’s needslead generation and include short-term advances based on deferred payment checks, with their respective statementscustomer retention campaigns were launched.

All the actions taken inured in a greater efficiency in contact customer and tax payment receipts, as well as transferslead generation and payments against revolvingin a greater efficiency in customer relations and credit facilities. Additionally, the Bank offers a convenient integrated check issuance, delivery and discounting service. Under various collection agreements entered into with service providers and public sector agencies, the Bank offers a comprehensive invoice and tax collection service using tellers, as well as a range of electronic payment options. Moreover, in the event that a company is paid for its products or services by credit card or voucher, the Bank serves as a payor bank for the major brands in the market, which enables credit card or voucher payments to be credited to the company’s account with us.offer.

·Cash Management and Transaction Services. The Bank offers a range of products and services designed to assist in the corporate administration process, including payments to suppliers, electronic banking, payments and collections, cash management and armored transportation. Supplier payment services ensure timely payment, optimize the use of customers’ funds and simplify our customers’ administrative tasks. The various payment options are designed to meet each company’s needs and include short-term advances based on deferred payment checks, with their respective statements and tax payment receipts, as well as transfers and payments against revolving credit facilities. Additionally, the Bank offers a convenient integrated check issuance, delivery and discounting service. Under various collection agreements entered into with service providers and public sector agencies, the Bank offers a comprehensive invoice and tax collection service using tellers, as well as a range of electronic payment options. Moreover, in the event that a company is paid for its products or services by credit card or voucher, the Bank serves as a payor bank for the major brands in the market, which enables credit card or voucher payments to be credited to the company’s account with us.

As members of the Red Interbanking (a network comprised of Argentina’s major financial institutions), the Bank offers an electronic communications system which enables our customers to optimize their banking transactions. The Bank’s corporate customers can connect to the service from their personal computers at any time and review their accounts at any member bank, send us messages, transfer funds, make electronic wage payments, supplier payments and tax payments, and display market data. The Bank offers different electronic products for each segment of its corporate clientele, for example, Datanet Plus, Datanet Manager and InterPYME. Datanet Plus and Manager target SMEs, middle-market companies and large corporates and InterPYME is a product designed for small businesses. The Bank processes online transfers, allowing debit and credit transactions to be settled automatically and to be reflected in the relevant accounts in real time.

The Bank offers corporate electronic home banking services, which allows customers to access their bank accounts and information regarding our primary products and services online without having to leave their offices. People and businesses can access their account balance information and monitor account activity, factoring transactions, payments, deferred checks in custody and the status of checks written through the supplier payments service. Customers can also check the status of payments to leasing and foreign trade transactions, request checkbooks, carry out account transfers, pay paychecks, suppliers and corporate credit card bills, access electronic payment services for foreign trade services and discount checks remotely through the e-Factoring service with the electronic platform.

Sociedad de Garantía Recíproca (Mutual Guarantee Agents - “SGRs”). In 2017,During 2019, the Bank remainedfocused on the market leader, operating with 82%strengthening of the MGSs authorized in the country (28 out of 34 authorized SGRssupply, especially on strategic products, collections, direct payment, payments to suppliers, remote cheque scanners and Guarantee Funds)e-cheque. The Bank is recognized as the bank of the SGRs by the Cámara Argentina de Sociedades y Fondos de Garantíasprimary objective was to provide agile and the Ministry of Production/Sepyme, the authority that supervises SGRs

In addition, during 2017,simple solutions to customer treasury management, seeking to generate high value positive experiences. To such end, the Bank launched certain financing facilities secured by an SGR and addressed to SMEs that are part of value chains of large companies (e.g., wineries), in the City of Buenos Aires as well as in certain provinces.

Wines Division. During 2017, the Wines Division of Banco Supervielle continued implementing its strategy to become a specialized financial advisor to the wine industry.

The Bank’s target market consists of wine estates with high added value products, that focus mainlyfocused on the export market.  However, Banco Supervielle continued supporting all industry players, from leading grape producersincrease of collection and payment capabilities and on the training and communication to major wine estates as well as suppliers of wine manufacturing and bottling supplies.increase the service level in internal operations.

54 

 

·Packages of banking services. As of December 31, 2019, the Bank maintained almost 3.2 million savings accounts and more than 140,000 checking accounts. In 2019, the Bank serviced more than 860,000 product bundles for senior citizens, more than 420,000Plan Sueldo accounts and more than 72,000 product bundles for high net worth customers.

The Bank’s strategy targets participants in the entire value chain of wine production, from grape producers through wineries. This broad based strategy also allows us to develop our Retail Banking products with these customers.Treasury

Customized Value Proposition

1. Franchises. The Bank has introduced innovative loan models including franchise system variables to support the growth of entrepreneurship in Argentina through a professional system. The Bank finances up to 40% of the initial investment (capped at Ps.800,000 for new franchisees), offering preferential rates and a 6-month grace period on principal payments.

2. Transportation. The Bank has developed products for the cargo transportation segment activities and the value chain that enhances the growth of entrepreneurs and SMEs in general. For example, one of the attributes deemed key for a value proposition for this segment is the prompt response for the approval of loans for expansion of their truck fleet. The Bank has implemented single-day approvals of preferential rate financing for secured loans and leasing for the purchase of trucks and/or semitrailers. This allows SMEs to face new business opportunities and plan their activities more accurately.

Treasury

The Treasury segment is primarily responsible for the allocation of the Bank’s liquidity according to the needs of the RetailPersonal and Business Banking segment, the corporateCorporate banking segment and its own needs. The Treasury segment implements the Bank’s financial risk management policies, manages the Bank’s trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients. In 2017, this segment contributed Ps.426.1 million to the our consolidated net revenues (3.4% of total segments’ net revenues) and Ps.47.7 million of net income (2.5% of total segments’ net income).  Below is a description of the services offered under this segment:

Trading Desk and Institutional Sales

Treasury. The Bank’s trading desks trade financial assets on a proprietary and third-party basis, sell financial products, and implement the Asset and Liability Management Committee (“ALCO”) decisions, within the board’s policies, regarding the Bank’s liquidity and financial risk management policies. The Bank’s trading operations include money market instruments, which include institutional investor deposits, public debt instruments, Central Bank debt notes, foreign exchange, stocks, futures, swaps and repos. Trades develop within the limits of a comprehensive risk map which sets limits on counterparty risk and on long and short positions for each asset class, depending on volatility, traders’ seniority level, and other factors. The risk map also determines stop-loss policies. Banco Supervielle managed to grow in volume in all products operated, including foreign currency, public and private securities, stocks and derivatives. The Bank managed to position itself as one of the benchmarks of the market among institutional investors in all types of operations. This shows

Correspondent Banking

During 2019, commercial relationships were maintained with foreign banks both as to financing of foreign trade transactions and to guarantees and letters of credit.

A syndicated loan was entered into in August 2019 and subsequently disbursed in September 2019 through the FMO, the Dutch Development Bank, and Proparco, a great presencesubsidiary of the French Development Agency, for US$80 million, with a 3-year term, intended to strengthen the Bank’s support to SMEs.

Capital Markets and Structuring

The Bank’s Capital Markets and Structuring department objective is to originate and structure financing products for the Argentine corporate capital markets. The idea is to provide financial advice services which allow both its customers and Grupo Supervielle and its subsidiaries to optimize their financial resources and capital structure in order to maximize the profitability of their operations.

The sector is mainly focused on the structuring of financial trusts and syndicated credit facilities, in the Argentine marketorganization and placement of negotiable obligations and in terms ofequity capital markets transactions and mergers and acquisitions, with a view to providing a comprehensive advice on each product, generating long term relationships with customers and investors.

In 2019, the economic conditions were volatile and characterized by high inflation, high interest rates, uncertainty and an increased country risk index which made it difficult for companies to issue financial products.

Correspondent Banking. The substantial increase in foreign credit facilities during 2016 continued in 2017, with the clear support of international banks, which resulted in new and significant credit facilities both for foreign trade and for working capital.

International banks also offered 5-year loans, disbursements of which were made during the second half of 2017.

Additionally, the international factoring operation allowedinstruments. However, the Bank to play an active rolecontinued participating in the debt market, as the only Argentine bank that promotes specifically providing services to YPF Energía non-traditional foreign trade product and is a member of Factors Chain International.

Capital Markets. The Bank’s capital markets department is responsible for structuring and placing debt and securitization instruments, primarily financial trusts, both for third parties and for all our subsidiaries. The Bank is one of the leading entitiesEléctrica S.A. in the Argentine capital markets, with a 7.8% market share in Argentinareopening of Class I negotiable obligations for US$25 million, YPF S.A. in the year ended December 31, 2017.

During 2017,issuance of Class II, III and IV negotiable obligations for Ps.1,683 million, Ps.1,157 million and US$19 million, respectively, and the Bank itself in the issuance of its Class F negotiable obligations for Ps.3,000 million. As regards the financial trust market, the Bank acted as arranger and underwriterdealer of securitizations for Ps.4.1 billion, Ps.2.5 billion of which correspondedthe trusts Unicred Cheques Series 6 and 7 and CCF Créditos Series 20, 21 and 22. Additionally, during 2019, the Capital Markets and Structuring area provided advice to six issues of Banco Supervielledifferent companies on valuations and Cordial Compañía Financieramergers and Ps.1.6 billion of which corresponded to eight third party issues.acquisitions.


During 2017 the Bank acted as arranger of negotiable obligations for Ps.8.6 billion, Ps.2.8 billion of which corresponded to five local market issues of Banco Supervielle and Cordial Compañía Financiera, Ps.4.8 billion to foreign market issues of Banco Supervielle, and Ps.1.0 billion to five third party issues.

Public Sector and Intermediaries.

The Bank has maintained a presence in the Province of San Luis for more than 20 years. In 1996 the Bank acquired Banco de San Luis and was appointed as exclusive paying agent for the government of the Province of San Luis to provide financial agency and tax collection services to the Province and serve as payor bank for provincial government employees. This financial agent contract was renewed twice and was due to expire on 2021.

On January 17, 2017, the Province of San Luis notified the Bank of its decision to terminate, effective as of February 28, 2017, the Financial Agency Agreement. The Financial Agency Agreement had been renewed twice and was duefinancial agency agreement. Since February 2017, the Bank has continued to expire in 2021. Theprovide financial services to the Provincial government of the Province of San Luis has indicated that it will invite banks, includingand its employees despite the termination of the financial agency agreement.

On June 7, 2018, the Province ratified an agreement signed with the Bank for a term of 12 months formalizing its role as exclusive paying agent which the Bank has continued to participateprovide since the termination of the financial agency agreement with the Province in February 2017.

In January 2019, the selectiongovernment of a new financial agent. Thethe Province has not yetof San Luis released the terms and conditions of the auction to be held by the Province for the new financial agency agreement. Only two proposals were presented on March 15, 2019. On December 6, 2019, the provincial government issued the Decree No. 8,589 that resolved to close the auction process without awarding the financial agency agreement. The Bank is continuing to render services as financial agent until the Province of San Luis names a new financial agent.

Also, on May 23, 2018, the Municipality of the city of San Luis appointed the Bank as financial agent for a term of 2 years with automatic renewal for 2 additional years, commencing with the first payroll payment on June 29, 2018. With the appointment by the City of San Luis, the Bank became financial agent for all the municipalities in the Province.

As of the date of this annual report, the Bank continues to provide financial services to the provincial government of the Province of San Luis and its employees in spite of the termination of the Financial Agency Agreement.employees.

The Bank has maintained a presence in the Province of San Luis since 1996. After acquiring Banco de San Luis in 1996, the Bank was appointed exclusive paying agent for the government of the Province of San Luis to provide financial agency and tax collection services to the Province of San Luis and serve as payor bank to provincial government employees.

As of the date of this annual report, the Bank has a private sector business franchise in the Province of San Luis as well and provides full banking services to individual consumers and SMEs and middle-market companies. Further, the Bank provides its corporate customers in the Province of San Luis with a wide range of financial services and has a primary focus on infrastructure and construction projects.

As of December 31, 2017,2019, the Bank’s exposure in the Province of San Luis was as follows:

As of December 31, 2017
(in thousands of Pesos, except for ratios and operating data)

Loans

As of December 31, 2019

(in thousands of Pesos, except for ratios and operating data)

Loans
Banco Supervielle Total Loan Portfolio

58,839.5

82,038

Payroll loan to the Province of San Luis employees

685

1,023

Payroll loans to the Province of San Luis employees / Banco Supervielle Total Loan Portfolio

1

1.2%

%

Loans to the provincial government

Deposits

Consolidated Total Deposits

60,757.8

89,737

Deposits made by the Province of San Luis

4,821

1,738

Deposits made by the Province of San Luis / Consolidated Total Deposits

1.9%

8

%

Net Revenue

Net Revenue

Related Net Revenue / Banco Supervielle’s Consolidated Net Revenue

3

2.0%

%

Operating Data

Employees

332

291

Branches

22

20

Senior Citizen Service Center

3

ATM’s & Self Service Terminals

130

154


 

Of the Bank’s approximately 227,000192,000 active customers in San Luis, it offers payroll services to about 24,00030,000 employees that were covered by the services provided under the Financial Agency Agreement.financial agency agreement.

In addition to the services rendered in San Luis, the Bank works with the public sector in municipalities in the provinces of Mendoza, San Juan, Cordoba, and Buenos Aires. It also works with some national universities.

Consumer Financing

The Consumer Financing business of Grupo Supervielle is developed through its subsidiaries CCF and Tarjeta Automática S.A, Mila and Espacio Cordial de Servicios. Mila and Espacio Cordial were annexed to this segment in 2018.

Through CCF and Tarjeta we offer personalAutomática, the Bank offers credit card services and loans to the middle and lower-middle-income sectors. Product offerings also include consumer loans, credit cards and consumer credit for goodsinsurance products through an exclusive agreement with Walmart Argentina, as well as with other agreements with retailers such as Hiper Tehuelche and through Tarjeta Automática branch network. Moreover, through Espacio Cordial, Supervielle offers non-financial products and services. Since the MILA acquisition, the new portfolio of used car loans and its respective results are recorded under Consumer Financing Segment.

Consumer Financing business model is based on providing financing solutions to specific target groups, mainlymiddle and lower-middle-income underserved banking segments focusing its operationslower-middle income population, with focus on two key tenets:core pillars:

(i)Accessibility: flexible customer centric proposals.
(ii)Diversification: tailored products to meet customers’ needs in every stage of their life with distinct value propositions for each stage.

(i)      Accessibility: flexible proposals focused on the client and adapted to the multichannel concept.

(ii)     Diversification: products that satisfy the needs of customers at each stage of their lives with personalized offerings and differential value proposals depending on the different clusters to which they belong.

The Consumer Financing segment’s loan portfolio totaled approximately Ps.6.8Ps.5.0 billion (U.S.(approximately U.S.$364.384 million) at December 31, 2017 (including the securitized loan portfolio).

For the year ended December 31, 2017, Consumer Financing contributed Ps.2.3 billion to our consolidated net revenues (18.3% of our net segments’ revenues) and Ps.179.4 million of net income (9.6% of total segments’ net income).

Asas of December 31, 2017, CCF offered2019.

The multichannel concept allows the Bank to be present countrywide through 116 branches of its 3 main marketing channels:

·Walmart financial services
·Tarjeta Automática
·Tu Crédito Hipertehuelche

During the second half of 2018 the Group’s strategy had to adapt to face the adverse scenario resulting from the challenging macroeconomic context and its negative impact on the business. Managers have a robust experience in the financial system which allowed for a strategic business reshaping for 2019 and the quick implementation of the following products:measures:

·New strategic pillars were established: enhance the customer experience through digital transformation, expand the consumer product offer and increase cross selling to drive a greater efficiency and profitability.
·The application assessment process was reengineered and more adjustments were made on credit policies, with a view to limiting the loan offer to segments more exposed to macroeconomic uncertainty.

 

·Changes were implemented in collection strategies and teams so as to support non-performing customers, implementing statistical tools to set priorities in collection management, through data enrichment processes and improvement of allocation and control tools of collection agencies. These changes led to the stabilization of early NPL indicators and non-performing portfolio.
·Product cross selling increased.
·The structure was tailored to the new situation and expenses were cut.
·Focus was placed on the portfolio quality, reducing exposure.

Personal Loans. CCF offers cash loansWhile the placement of financial products decelerated during 2019 as a result of the macroeconomic context, the following products continued to individuals at a fixed interest rate. In 2017, CCF granted more than 182,000 personal loans, amounting to Ps.3.8 billion in the balance of personal loans.

be marketed:.

Open Credit Cards. CardCCF’s credit card: it is a financial tool through which its clients can makethat may be used for purchases in the networkstores of businesses that acceptmerchants accepting MasterCard and obtainfor cash advances, pursuant to limitations set forthwithin the limits determined by CCF. Marketing for the CCF credit card is carried outentity, which may be obtained in permanent marketing spacesthe Permanent Promotion Booths located in Walmart Argentina stores, Hipertehuelche and Tarjeta’s branches. CCF has exclusive rights to promote and sell financial and credit products in Walmart Argentina stores nationwide through August 2020.

Tarjeta Automática stores.

Private LabelPersonal Loans: fixed rate cash loans using the french amortization system

Consumer Loans: Credit Cards. CCF’s private label credit cards are credit cards that may only be used in Pesos and at the business through which they were issued. These private label credit cards aim to increase customer loyalty and generate incremental sales for the business. As of the date of this annual report, Walmart Argentina is the only business that offers a private label credit card.

Insurance and other non-financial products. CCF offers personal accident insurance, protected bag insurance for personal property contained in a bag, backpack, wallet, fanny pack or other bag that is either lost or stolen, health insurance, unemployment insurance, total protection, household assistance, extended warranty, protected technology, and home on behalf of the insurance companies with which CCF has an agreement.

Consumer Loans. CCF offers lines of credit for the purchase of specificcertain products, the transaction is completed upon delivery of the purchased products.

Car Loans: In order to be positioned as the company with the largest financing products offer, CCF reached an agreement with MILA (a subsidiary of Grupo Supervielle specialized in the marketing of car loans) to offer car loans through car dealers using MILA channels. Thus, CCF contributes to Grupo Supervielle’s strategy to become a player in the car financing market. As this new product is backed by a security interest, the impairment of non-performing loans is reduced.

Insurance: a wide array of personal accidents, protected bag, unemployment, total protection and pets insurance policies.

New products under development: borrowing products: CVU, remunerated account, fixed term deposits, among others.

The agreement as exclusive provider of financial services to Walmart’s customers in its stores is in force until August 2020, pursuant to the third consecutive renewal of this agreement executed in December 2014. This is the fourth consecutive period in which this agreement has been in effect.effect, and a renewal is currently being negotiated.

Due to the deterioration of the purchasing power of the consumer segment in 2019, CCF focused on improving and adapting the credit card’s value proposition to the new scheme.

 


Insurance

Insurance

Through Supervielle Seguros, Grupo Supervielle offers insurance products, primarily personal accidents insurance, protected bag insurance, life insurance and life insurance. Allintegral insurance products are offered to all our customers.policies for entrepreneurs and SMEs. In 2019 Supervielle Seguros offers credit related and othersstarted marketing new products focused on the marketing of the special multiple peril insurance to satisfy the needs of our customers as well.

In 2017, our insurance operations throughentrepreneurs and SMEs segment. Supervielle Seguros contributed Ps.469.7 millionis continuously offering new products to our consolidatedthe different customer segments of Grupo Supervielle such as: high net, revenues (3.7%worth individuals (Identité), senior citizens, entrepreneurs and SMEs, customers of our net segments’ revenues)the consumer financing and Ps.205.6 million of net income (11.0% of our segments’ net income).medium and large companies segments. Additionally, different marketing channels are being developed to reach more customers.

Supervielle Seguros began issuing its policies in October 2014 starting with a few non-credit related insurance products, such as “protected bag”protected bag insurance and “personal accident”personal accident insurance.

By the end of year 2015, Supervielle Seguros began issuing credit-related policies. Supervielle Seguros’s business substantially grew since then, partly because of the growth of the loans and credit card portfolio balances and partly because of the migration of some of the portfolio previously booked in a third party insurance company.

In March 2016, the Central Bank issued a new resolution, effective as of September 1, 2016, which prohibits financial institutions from charging individuals any fee and/or charge associated with credit related insurance policies. This resolution also specifies that financial institutions must purchase life insurance and total and permanent disability insurance for debit balances for their clients. As a result, since September 1, 2016 the Bank and CCF assume these risks by self-insuring and no longer contract new credit related insurances.

During 2019, the company started a digital transformation process, which includes a customer focused end-to-end digital process. In addition, the digital innovation permits the exploration of new businesses, processes and technologies to establish the vision of an insurer of the future, focused on efficiency and customer experience. The transformation comprises the use of new work methodologies, new technologies and a cultural change within the Group.

In 2017, Supervielle Seguros began offering home, protected technology, protected contents, total protection and broken bones policies in addition to personal accidents, protected bag, temporary life and debtor’s credit life insurance policies.

Supervielle Seguros is continuously offering new products to the different customer segments of Grupo Supervielle companies: high net worth individuals (Identité), senior citizens, Entrepreneurs and SMEs, customers of the consumer finance and corporate and medium and large entities segments.

Supervielle Seguros focuses on the marketing of insurance policies through the networks of the Bank and CCF, as well as on credit related and other insurance intended to meet the needs of our different channels and customers.

Though the current organizational structure remains flexible, focused on critical strategic and control duties, supporting the remaining processes with core areas of Grupo Supervielle and with the advice of independent specialists through the implementation of services agreements, the company began during this year with the survey of processes to determine the investments required in technology and infrastructure, with a view to optimizing its processing capacity.

In 2017, 2019, Supervielle Seguros consolidated its offers in the following products:

Protected Bag Insurance. Protected bag insurance is insurance for personal property contained in a bag, backpack, wallet, fanny pack or other bag that is either lost or stolen. Protected bag insurance can cover items such as cellular phones, makeup, planners, lost documents, keys and locks. In addition, protected bag insurance may cover a certain amount of charges from fraudulent credit card use as a result of a lost or stolen bag.

Personal Accident Insurance. Personal accident insurance covers policy holders in the event that they suffer an accident, subject to certain exclusions.

Life Insurance.Supervielle Seguros markets its life insurance products to the Bank’s senior citizen customers and sells its products through its own sales force that works within the Bank’s service center network. The basic life insurance product includes coverage for death, and customers can add varying degrees of coverage for accidents, serious and terminal illnesses and transplants.

Life Insurance and Total and Permanent Disability Insurance for Debit Balances. In the third quarter of 2015, Supervielle Seguros began to offer an insurance product that covers debit balances in the event of death or total and permanent disability. However, as mentioned above, since September 1, 2016, Banco Supervielle and CCF assume these risks by self-insuring and no longer contract new credit related insurances.

Home Insurance. Home insurance coverage includes fire insurance (building and content), theft of content, theft and damage of appliances, glass breakage, civil liability, personal accident coverage for domestic staff and home assistance service in cases of emergencies.

Technology Insurance. Technology insurance covers theft or accidental damage as a result of theft of electronic equipment (includes notebooks, cell phones, tablets, smartphones, cameras and GPSs). In case of theft or accidental damage as a result of theft, the cost of the stolen property or the cost of repair will be compensated up to the maximum insured amount (once the repair invoice is provided).

59 

Protected Bag Insurance. Protected bag insurance covers theft and accidental damage in relation with purchases paid with Walmart card, Mastercard Walmart card and Carta Mastercard card.

ATM Insurance. ATM insurance covers robbery at ATMs, death at the time of the assault and reimbursement of the costs of stolen documentation.

Protected Content. Protected content insurance covers theft and accidental damage of the personal effects that are inside a vehicle.

Broken Bones. The broken bones insurance covers death as result of an accident up to the amount of the insured capital. A certain amount will be paid in the event of quadriplegia or paraplegia, according to the respective insurance plan and once such condition has been verified by a medical audit. This insurance also covers the simple breakage of bones produced as an immediate consequence of an accident.

Integral insurance product for entrepreneurs and SME:Integral insurance product for entrepreneurs and SMEs completes the offer of services for our priority segment entrepreneurs and SMEs, with the particularity that is fully processed by Supervielle Seguros.

Supervielle Seguros has experienced a trend of growth inreported gross written premiums reporting Ps.182.0of Ps.404.9 million in the first quarter of 2017, Ps.188.82019, Ps.407.6 million in the second quarter of 2017, Ps.186.72019, Ps.530.0 million in the third quarter of 20172019 and Ps. 232.1Ps.438.7 million in the fourth quarter of 2017.

2019.

The following table sets forth the breakdown of Supervielle Seguros’s gross written premiums per quarter as of December 31, 2017.

2019.

Gross written premiums by product
(in millions of Pesos)Pesos)

       % Change
  4th
quarter
2019
 3rd
quarter
2019
 2nd
quarter
2019
 1st
quarter
2019
 4th
quarter
2018
 4th quarter
2019 vs.
3rd quarter
2019
 4th quarter
2019 vs.
4th quarter
2018
Life insurance and total permanent disability insurance for debit balances 0.9  2.8  6.8  6.8  13.1  33.2%  7.0% 
Personal Accident Insurance 25.8  27.3  27.2  28.6  29.7  94.4%  86.9% 
Protected Bag Insurance 55.0  62.4  57.7  59.3  61.2  88.1%  90.0% 
Broken Bones 15.2  17.7  15.9  15.3  15.6  85.8%  97.3% 
Others 8.5  13.3  7.8  11.4  10.4  63.9%  81.9% 
Home Insurance 56.1  88.6  63.5  56.8  57.6  63.4%  97.4% 
Technology Insurance 20.2  34.0  19.6  19.0  17.4  59.5%  116.0% 
ATM Insurance 24.1  15.1  14.2  16.1  12.2  159.9%  197.9% 
Mortgage Insurance 27.4  28.2  36.5  30.4  41.0  97.3%  66.8% 
Life Insurance 205.4  240.7  158.5  161.1  172.8  85.3%  118.9% 
Total 438.7  530.0  407.6  404.9  430.9  82.8%  101.8% 

 

 

 

 

 

 

 

 

 

 

 

 

% Change

 

 

 

4th 
quarter 
2017

 

3rd 
quarter 
2017

 

2nd 
quarter 
2017

 

1st 
quarter 
2016

 

4th 
quarter 
2016

 

4th quarter 
2017 vs.
 3
rd quarter
 2017

 

4th quarter 
2017 vs.
 4
th quarter 
2016

 

Life insurance and total permanent disability insurance for debit balances

 

35.7

 

48.9

 

64.3

 

82.4

 

103.4

 

(27.0

)%

(65.5

)%

Personal Accident Insurance

 

17.6

 

17.1

 

16.0

 

13.8

 

13.2

 

3.2

%

32.9

%

Protected Bag Insurance

 

36.3

 

35.3

 

33.7

 

27.9

 

28.0

 

2.7

%

29.9

%

Broken Bones

 

6.7

 

6.2

 

6.5

 

0.1

 

 

8.9

%

 

Others

 

7.0

 

0.5

 

0.4

 

 

 

1,346.3

%

 

Home Insurance

 

28.0

 

3.1

 

 

 

 

809.1

%

 

Technology Insurance

 

10.8

 

1.6

 

 

 

 

564.2

%

 

ATM Insurance

 

5.9

 

1.5

 

 

 

 

290.7

%

 

Mortgage Insurance

 

2.8

 

0.2

 

0.3

 

 

 

1,300.0

%

 

Life Insurance

 

81.3

 

72.4

 

67.7

 

57.8

 

54.4

 

12.3

%

49.5

%

Total

 

232.1

 

186.7

 

188.8

 

182.0

 

199.0

 

24.3

%

16.6

%

Asset Management &and Other Services

We also offerGrupo Supervielle offers a variety of other services to its customers, including mutual fund products through Supervielle Asset Management. Since May 2018, Supervielle also offers products and services through SAM, InvertirOnline S.A.U. Since the MILA acquisition, the new portfolio of used car loans and non financial servicesits respective results are recorded under Consumer Financing segment. MILA portfolio outstanding at the moment of the acquisition and products through Espacio Cordial.its respective results are recorded under Asset Management and Others segment.

In 2017, these additional operations contributed Ps.601.6 million to our consolidated net revenues (4.7% of our segments’ net revenues before adjustments) and Ps.223.6 million of net income (11.9% of our segments’ net income before adjustments).

In 2017, SAM recorded Ps.113.2 million of net income, compared to Ps.77.4 million and Ps.81.8 million for years ended December 31, 2016 and 2015, respectively.

SAM’s assets under management amounted to Ps.14.7 billion as of December 31, 2017, compared to Ps.10.0 billion and Ps.5.9 billion as of December 31, 2016 and 2015, respectively.

As of December 31, 2017, SAM had approximately 12,000 customers.

The following graph sets forth the breakdown of SAM’s assets under management as of December 31, 2017.

Mutual Funds. SAM offers mutual funds services designed to meet customers’ particular investment objectives and risk profiles through its Premier funds family. As of December 31, 2017,2019, SAM had U.S.$780.6 millionPs 16.8 billion of assets under management.

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As of December 31, 2019, SAM had approximately 4,590 customers.

The PREMIER family of funds consists of 14 mutual funds: a Fixed Time DepositMoney Market Fund (Money Market (Premier Renta CP in Pesos)Corto Plazo en Pesos), fivethree Argentina short-term fixed income funds in Pesos (Premier Renta Plus, Premier Renta Fija Ahorro, Premier Capital), five Argentina fixed income and mixed income funds in Pesos (Premier Renta Fija Crecimiento, Premier Commodities, Premier Inversión, Premier Balanceado and Premier Renta Mixta), two Argentina fixed income funds in U.S. dollars)US dollars (Premier Renta Mixta en Dólares and Premier Performance), a variable income fund (Premier Renta Variable), an Investment Fundinvestment fund in SME securities (Premier FCI Abierto PyMEs) and three Mixed Income Funds, that invest in agricultural commodities derivativesa fixed income LatAm fund (Premier Commodities AgrariosGlobal Dólares).

The money market fund showed an increase of 143%, mainly due to the investments of corporate and institutional customers, representing 79% of the managed funds in combined portfolios of negotiable securitiesDecember 2019, as compared to 40% in December 2018.

The Argentina Short Term Fixed Income funds in Pesos U.S. dollars(t+1) fell by 85%, and futures contracts (Premier Inversiónits share on the total managed funds fell to 3% in December 2019 as compared to 28% in December 2018. As from August, due to the devaluation and Premier Balanceado).the rise of interest rates, the return became significantly volatile and corporate and individual customers began to redeem their funds. As from the last quarter, funds managed stabilized as a result of the low volatility of interest rates and exchange rates.

Fixed The Argentina fixed and mixed income funds offer the possibility to invest in short and medium term private and public debt assets. The Mutual Fund Premier Renta Plus portfolio is mainly made up of Lebacs and Provincial Bills, Mutual Fund Premier Renta Fija Ahorro invests in Lebacs, time deposits and negotiable obligations, Mutual Fund Premier Renta Fija Crecimiento is made up of short and medium term public and private debt assets and Mutual Fund Premier Capital invests in financial assets computable for the insurance companies’ investment regulations. The portfolio of Mutual Fund Premier Renta Mix in U.S. dollars is made uprecorded an 81% fall in terms of Pesos. However, in terms of its currency of origin the funds recorded a 90% fall. The share on the total managed funds fell from 21% in December 2018 to 3% in December 2019. In spite of the fact that during the last quarter of 2019 the downward trend ceased, investments in this segment have not yet recovered.

The Bank places funds through the face-to-face channel of its branch network, through its call center (centro integral de inversiones) and mainly through the home banking online channel.

In June 2013, SAM was ISO 9001 certified for meeting the requirements of the quality management system on “design and development, marketing, management, administration and control of mutual funds.” In October 2018, IRAM’s review audit recertified SAM, updated to the IRAM ISO 9001:2015 standard.

In April 2019 the Premier Global in Dollars was launched to the market, with investments in LatAm fixed income assets. These assets denominated in U.S. dollars issued byrepresent 5% of the Argentine government, provincial governments and companies.

The placement of these products is made by the Bank primarily through its commercial channels,funds managed by SAM, as per the average balance of December 2019.

InvertirOnline is an online platform that offers brokerage and by brokerage firms. In December 2014, SAM began to offer its fundsavings and investment services, to customers through the Bank’s corporate home banking service. This service broadens SAM’s channels of distribution and offers clients a high quality service.

In 2018, SAM plans to broaden its products to take advantage of new opportunities expected to be introduced by the new Capital Markets Law.

Retail Sales. Espacio Cordial sells various types of goods and services through a wide range of distribution channels, with a focus on cross-selling to our banking customers.improving the quality of life of persons, through the increase of their income.

During 2017, we continued doing businessAs part of Grupo Supervielle,InvertirOnline can leverage its growth and growing in already developed direct and indirect channels. In the direct channel, we continued to grow through points of sale located at the Bank’s senior citizens dedicated branches throughout Argentina, mainly selling home appliances, health care plans, safety plans, prepaid services and tourist packages. Using indirect channels, we offered prepaid health services and the sale of electronic and home appliances by telephone and home appliances. We also offered through Tienda Supervielle technology products, home related products, furniture, sport products, clothing, well being and beauty related products, toys, perfumes and accessories.

Likewise, in 2017, we implemented new sales channels for all goods and services categories. In the tourism category, we launched our online channel through Tienda Supervielle Viajes with a competitive offer for hotels, flights, trains, travel assistance and experiences such as the 2018 FIFA World Cup. In the services category, we sold health care plans in the digital channel through a strong online strategy in social media and, in the electronic category, we entered into agreements with strategic partners for the marketing of such goods on their networks.

In partnership with CCF and Emilio Luque, a retail and wholesale supermarket chain, in December 2017, the electronic sector, fully managed by Cordial Servicios, was opened at the Salta branch of such company. This is the first step of Emilio Luque’s branch expansion plan as well as the kick-offtake advantage of the first expansion projectsynergy of Cordial Servicios on third party networks intended to attract customers forthe different businesses of Grupo Supervielle.

Our health care products and services offers were also enhanced. In the case of home and technology, categories and number of goods were doubled, and the tire and car accessories category was created in Tienda Supervielle. In relation with services, we launched a new kinesiology plan and we designed custom plans for the different customer segments.

In 2017, Espacio Cordial sold approximately 102,943 electronic products and approximately 146,000 service plans.

In 2017, net revenues from Espacio CordialInvertirOnline’s assets under management amounted to Ps.390.5 million (U.S.$20.8 million) compared to Ps.152.2 million in 2016.Ps.12.5 billion as of December 31, 2019.

As of December 31, 2019,InvertirOnline had approximately 51,829 active customers located country-wide.

For 2018, the objective of Cordial Servicios is to increase income in the 78 existing points of sale and at the already developed and recently implemented indirect sales channels.

Corporate Social Responsibility

Grupo Supervielle has become an important part ofleader in the Argentine financial system with a high visibility potential of visibility in its social investments.community actions. Its social commitmentengagement has been growing steadily as its clients continuegrown on a sustained basis and, at present, Corporate Social Responsibility has a significant place in Grupo Supervielle’s agenda. In 2019 we continued focusing on our social and community activities with 20 programs grouped in 4 main lines of action: Education, Childhood, Senior Citizens, and Institutional Strengthening. In addition, during the year we launched three new environmental programs related to increase their expectations regarding the social impactefficient management of its projects. energy, plastic reduction and technological scrap recycling.

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Grupo Supervielle hasissues a strong regional presence which allows itSustainability Report on a yearly basis, following the guidelines and standards established by the Global Reporting Initiative (GRI). The report surveys the achievements made and the challenges ahead in its ongoing commitment towards sustainability, describing the performance of the different companies controlled by Grupo Supervielle in the economic, social and environmental areas. In the process of drafting the 2019 report we conducted a new materiality assessment survey with our stakeholders to participate in social actions, particularly in places and areas of poor social investment.identify those issues that are relevant to the business.

TheWe have four strategic objectives of CSR are as follows:for all actions taken:

(i) Be perceived not just as a profitable and innovative bank but also as an agent of change and creator of sustainable social value;

(ii) Develop an innovative and transformative strategy with concrete, measurable and high-impact actions;

(iii) Synergize CSR initiatives with local communities in which the bank has commercial activity; and

(iv) Build a collaborative and co-responsible organizational culture through programs designed in alliance with NGOs and Corporate Volunteering actions.

·Become an agent of change and creator of sustainable social value.
·Develop an innovative and transforming strategy with measurable and high-impact actions.
·Synergize CSR initiatives with local communities in which the bank has commercial activity.
·Build a cooperative and co-responsible organizational culture, through initiatives in partnership with different NGOs and corporate volunteering.

The CSR strategic plan is developed through 20 programs grouped in four core axis:

(i) 
(i)Senior Citizens: Programs for senior citizens aim to promote active and healthy aging, social participation and the prevention of dependency.
(ii)Childhood: Programs for children help fight child poverty and malnutrition.
(iii)Education: Education programs promote opportunities through education.
(iv)Institutional Strengthening: Programs designed to contribute to the strengthening of public institutions and the construction of a long-term public agenda.

In 2019, we carried out 20 programs. Three of our main programs are aimed at senior citizens aimand reached 7,675 individuals. Four programs target childhood and fighting poverty and malnutrition, seven are related to promote activeeducation and healthy aging, social participationfour are part of our institutional strengthening programs. We also supported 24 volunteering actions that 164 volunteers carried out in the City of Buenos Aires and Greater Buenos Aires, Mendoza, Córdoba and San Luis.

This past year we also started working on two projects related to sustainability: one related to the disposal of technological scrap, which includes recycling, and the prevention of dependency.

(ii) Childhood: Programs for children help fight child poverty and malnutrition.

(iii) Education: Education programs promote opportunities through education.

(iv) Institutional Strengthening: Programs designed to contribute to the strengthening of public institutions and the construction of a long-term public agenda.

In 2017, Grupo Supervielle published its annual edition of the Sustainability Report covering 2016. The sustainability Report is prepared basedother focused on the guidelinessubstantial reduction of single-use plastic and standards of the Global Reporting Initiative (“GRI”) and is available on the Banco Supervielle website.correct recycling in our biggest buildings.

Our Subsidiaries

Banco Supervielle S.A.

We own 96.8%97.10% of the share capital of the Bank and Sofital owns 3.1%the remaining 2.79%. The Bank is a universal commercial bank and our largest subsidiary. When consolidated with CCF, the Bank accounted for 98.2%96.4% of our total assets as of December 31, 2017. During the last fifteen years, the Bank experienced significant growth while efficiently managing risks, including those posed by the 2001-2002 crisis and the 2008 international economic downturn.2019. The Bank operates in Argentina, and substantially all of its customers, operations and assets are located in Argentina. It offers a wide variety of financial products and services to retail and corporate customers.

According to the Central Bank, as of December 31, 2017,2019, the Bank ranked ninth10 in terms of deposits, eighth8 in terms of total loans and ninth10 in terms of total assets among private banks in Argentina. As of such date, the Bank ranked fourth in terms of deposits and in terms of total assets among domestically-owned private banking groups. In 2017,2019, the Bank continued to be a leader among private banks with respect to the payment of federal benefits to senior citizens in terms of the number of payments made. The Bank is also one of the leading providers of (i) factoring services in Argentina with a 7.5% in the financial system9.5% share among private banks as of December 31, 20172019 and (ii) leasing services, with a market share estimated to be above 15.2%19% as of December 31, 2017.2019.

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As of December 31, 2017,2019, the Bank on a consolidated basis had total assets of Ps.92.4for Ps.142.3 billion, a total loan portfolio (including the securitized loan portfolio) of Ps.60.3Ps.87.5 billion and total deposits of Ps.60.8for Ps.91.5 billion, and its shareholders’ equity totaled Ps.10.0Ps.18.2 billion.

Cordial Compañía Financiera S.A.

The Bank owns 95% of CCF’s common shares and Grupo Supervielle owns the remaining 5%. As of December 31, 2017, CCF had total assets of Ps.7.0 billion, net shareholders’ equity of Ps.1.6 million and a personal loan portfolio and credit card loan on balance of Ps.6.2 billion (including the securitized loan portfolio, the total loan portfolio and credit card loans amounted to Ps.7.4 billion) and approximately 393,000 active credit cards issued.

In August 2011, we purchased CCF, a company formerly known as GE Compañía Financiera S.A., a financial services division of General Electric. GE Compañía Financiera had been operating for more than ten years in the Argentine market with financial products such as credit cards, personal loans, consumer loans and a wide range of insurance products.

The Bank owns 95% of CCF’s common shares and Grupo Supervielle owns the remaining 5%. As of December 31, 2019, CCF had total assets of Ps.8.1 billion, net shareholders’ equity of Ps.2.5 billion and a personal loan portfolio, credit card and car loan on balance of Ps.5.9 billion.

Since 2000, through an agreement with Walmart Argentina, CCF has had exclusive rights to promote and sell financial and credit products to Walmart Argentina customers nationwide, including Changomas stores. The Walmart Argentina agreement grants CCF access, on an exclusive basis, to a distribution channel that includes108 Walmart Argentina and Changomas stores located throughout Argentina and all future stores to be opened by Walmart Argentina during the term of the agreement. On July 6, 2010, CCF renewed the Walmart Argentina agreement through August 31, 2015 and in December 2014, CCF renewed the agreement again, through August 2020. This new extensionA renewal of the agreement is expected to foster the expansion of CCF’s business and the development of large, long term projects that are expected to bolster the growth of both parties to the agreement.currently being negotiated.

CCF specializes in specific credit products and financial consumer services. Its business model is based on offering financial products to mainly the middle and lower-middle-income sectors and is focused on two fundamental pillars:

i)
(i)Accessibility: Convenient services centered on the customer and adapted to the concept of multi-channel banking.
(ii)Diversification: Products that satisfy the customers’ needs in every stage of life with personalized offers and differentiated value propositions.

The multichannel concept requires that CCF be present countrywide, and adapted to the conceptas of multi-channel banking.

ii) Diversification: Products that satisfy the customers’ needsDecember 31, 2019 it was present in every stage of life with personalized offers and differentiated value propositions.

The concept of multi-channel banking requires CCF to have a presence everywhere in Argentina, including each of the 2322 provinces which it does through 116113 branches and three main channels of distribution:

·                  Walmart Financial Services:  Through this channel, CCF offers loans, credit card origination and insurance through an exclusive agreement with Walmart Argentina, reaching approximately 390,000 customers.

·
·Walmart Financial Services: Through this channel, CCF offers loans, credit card origination and insurance through an exclusive agreement with Walmart Argentina, reaching approximately 309,000 customers as of December 31, 2019.
·Tarjeta Branches: Through this channel, CCF offers financing to middle and lower-middle-income customers. This service has a strong presence in the Patagonia region, reaching approximately 36,600 customers as of December 31, 2019.
·“Tu Crédito Hipertehuelche”: Through this channel, CCF offers loans, credit card origination and insurance through an exclusive agreement with Hipertehuelche Supermarkets, reaching approximately 11,800 customers as of December 31, 2019.

Tarjeta Automática S.A.

In December 2012 CCF began to market loans and credit cards under “$YA” and “Carta Automática” brands through Tarjeta branch channel which supplements the consumer division network.

Tarjeta consists of a network of branches created in 1996 with a strong positioning in the Patagonia region. At present it has 20 own branches in 9 provinces. CCF’s commercial strategy in this channel is to offer a wide ranche of financial services and insurance.

63 

The channel’s objective is to reach the leadership in the Patagonia region and reaches approximately 54,000 customers.through a differential proposal: services similar to those of a bank but with an approach similar to that of a regional financial entity. To meet the demand of our customers the network focuses on the marketing of loans as the gateway.

·                  “Tu Crédito Hipertehuelche”:  Through this channel, CCF offers loans, credit card origination and insurance through an exclusive agreementis the leader in the consumer loan segment in the Carta Automática markets, with Hipertehuelche Supermarkets, reaching approximately 20,000 customers.

To secure its market presence and to maximize customerhigh satisfaction and prospects, CCF owns financial service stands in all medium and large Walmart Argentina locations and has a total of 80 sales and services points (compared to 67 sales and services points as of December 31, 2017)brand awareness levels among its customers (source: 2018 Quantitative Survey). In smaller Walmart Argentina locations, CCF has developed a customer sales and services model through exclusive technology that does not require on-site presence.

Since 2014, CCF has been an exclusive financial services provider of customers of Hipertehuelche Supermarkets in the 16 stores Hipertehuelche has in the Argentine Patagonia. In these stores, CCF’s has a financial services stand where it offer its products. Hipertehuelche is a home improvement and construction products retail chain.

For the year ended December 31, 2017, CCF was the first private issuer of MasterCard credit cards with account summary in Argentina.

Tarjeta Automática S.A.

Tarjeta was founded in 2002 to offer credit services to a segment of customers to whom banking services were not previously available. Its operations are concentrated primarily on granting personal loans. In 2007, we acquired Tarjeta.

Tarjeta has 20 public service branches and 41 stands at retail chains. The highest concentration of Tarjeta branches is in Patagonia.

Supervielle Seguros S.A.

In June 2013, Grupo Supervielle and Sofital purchased 100% of the shares of Supervielle Seguros (formerly known as Aseguradores de Créditos del Mercosur S.A.). Supervielle Seguros began operations in October 2014.

Supervielle Seguros began issuing its first policies in October 2014 starting with a few non-credit related insurance products, such as protected bag insurance and personal accident insurance. By the end of 2015, it began issuing credit-related policies substantially growing its business since then, partly through the growth of the loans and credit card portfolio balances and partly through the migration of some of the portfolios previously booked in a third party

insurance company. A Central Bank resolution issued in March, 2016 and effective September 1, 2016, prohibits financial institutions from charging individuals any fee and/or charge associated with credit related insurance policies. This resolution also specifies that financial institutions must purchase life insurance on debit balances or alternatively, self-insure the risk of death and permanent total disability of their clients. As a result, since September 1, 2016, both Banco Supervielle and CCF are self-insured against these risks and only contract new credit related insurances for mortgages loans. We intend to continue to expand this business and launch new insurance products previously offered to our customers by other insurance companies.

In parallel withThe challenge for 2020 is to continue consolidating the consolidation of its non-credit relatedcurrent insurance business Supervielle Seguros plansand to advance itsmake the necessary developments for the issuance of health and unemployment insurance policies, among other, focusing on the entrepreneur and SMEs, medium and large companies, senior citizens and Consumer Financing segments. Additionally, work will be done to develop new sales channels and to assess all those products adaptthat contribute to the needsprovision of its distribution channelsfinancial services and clients and evaluate howinsurance to incorporate the business into the credit-related businesses.customers.

Supervielle Asset Management S.A.

Through SAM, we have become a player in the mutual funds market with the “Premier” funds family. In November 2014, Standard & Poor’s published its “FundStar Ranking,” which ranks

As of December 31, 2019, SAM offered 14 mutual funds based on relative strengths comparedservices designed to other mutualmeet customers’ particular investment objectives and risk profiles through its Premier funds with similar long-term investment strategies. Premier Fixed-Income Savings Fund and Premier Income Fund Qualified received the highest rating of five stars and Premier Equity Fund received four stars.

family. As of December 31, 2017,2019, SAM managed 11 mutual funds and had U.S.$780.6281 million of fundsassets under management. Based on data from the Argentine Association of Mutual Funds, we estimate that we have a market share of approximately 2.63%2,12% of the mutual fund industry in Argentina and that SAM is ranked 1318 out of 4652 managers in the market.

Espacio Cordial de Servicios S.A.

Espacio Cordial was created in October 2012 and began operating in December 2012. The business was created to sell various types of goods and services including those related to insurance, tourism, health care plans and/or services and other goods and services set forth in its corporate by-laws.

As a result of the restructuring conducted in August 2018, Cordial Servicios became part of the consumer financing sector of Grupo Supervielle.

During 2019 Espacio Cordial continued operating in the direct and indirect channels already developed. The direct channel continued developing through sales points located at the Bank’s branches throughout the country, trading mainly home appliances, health care and security plans, prepaid services and tourism services. It was also present in theCarta Automática branch of La Plata, where the first prototype of integrated branch and home appliances outlet was launched, increasing the traffic in the branch and a larger product turnover. The home appliances category strategy continued seeking for stocks optimization and product mix under the motto: “Primer precio, Primera marca” (“Best price for a leading brand”) during 2019. The services and assistance category developed a new channel in partnership with Walmart, obtaining 100 additional sales points.

64 

As regards indirect channels, the telephone channel continued to be used for the sale of prepaid health care services.

The digital channel, through Tienda Supervielle Marketplace, was used to sell home appliances, technology, home and furniture, sports, wellness and beauty, toys, perfumes, tires and accessories. As regards the tourism category, Tienda Supervielle continued growing as a sales channel, with the introduction of technological changes, a new “look & feel” and the integration to the Rewards program of Banco Supervielle, as the main vertical portal for flights and hotels. In March 2019 the corporate trip management platform was launched for Grupo Supervielle companies. New group packages were developed, fully managed by the area, offering domestic destinations under the Rewards Groups program for employees of the group’s companies.

The services and assistance category continued developing the digital channel with the sale of health care plans through a strong online strategy in the social media and developing digital self-management products for the companies of the consumer division and the launching of new digital products such as “Doctor en línea” (“Online doctor”).

In June 2019, the company purchased Deautos.com, a new and second-hand vehicle purchase and sale platform, one of the leading sites in its category with over 10 years in the market. The aim was to create a digital ecosystem, integrating and simplifying the offer of services and increasing the synergy with other Grupo Supervielle companies to deliver a higher customer experience through the best market offers.

During 2019, 41,500 home appliances were sold, which accounted for an income of over $186 million, and 137,000 service plans, which accounted for an income of over $501 million.

Micro Lending S.A.U.

MILA is a company devoted to originating car financing loans and was acquired by Grupo Supervielle on May 2, 2018.

In 2019, MILA originated car financing loans for a total of Ps.605 million from 3,316 transactions.

In 2019 a total of 440,452 new cars (76,990 of which were financed through car loans) and 1,592,965 used cars (61,603 of which were financed through car loans loans) were sold in Argentina.

Throughout 2019, MILA operated with six insurance companies, offering a wide array of products, and generated an income from these concepts that represents about 20% of the total income of MILA.

The goal for 2020 is to expand the placement of transactions. This goal will be pursued through three strategic pillars: (i) greater commercial efficiency, (ii) a greater capillarity to its network, and (iii) launch of new financial products while taking advantage from synergies within the group holding.

InvertirOnline.com

InvertirOnLine.com is a fintech Company which was established at the end of 2000 and was acquired by Grupo Supervielle from its founder in May 2018. At present InvertirOnline is an online platform that offers brokerage and savings and investment services, with a focus on improving the quality of life of persons, through the increase of their income.

In 2019 there was a 155% increase in the number of transactions made, as compared to 2018, totaling 1,123,000 transactions. In 2018 the number of transactions through InvertirOnline hit a record, with over 724,000 transactions. Also, the transacted amount in 2019 exceeded the Ps.76 billion, representing a 213% increase as compared to the previous year, and over 59,000 accounts opened by new customers during that period, which represents an increase of more than 750% as compared to the 7,800 accounts opened during the prior period.

65 

During 2019 the services offered through the Invertironline.com platform continued to improve and in order to enhance the customer experience work continued to be done in the automatic crediting of online deposits, which enables the immediate transfer of funds made by customers.

During 2019, InvertirOnline offered 24x7 services for the purchase and sale of U.S. dollars to all of its customers.

As from August the amount of the maximum fee charged was reduced, and account maintenance and withdrawal charges were eliminated, thus attracting more customers to capital markets at very affordable costs and favoring financial inclusion.

With the same objective of facilitating market access to people countrywide, during this period the 100% digital onboarding was launched, therefore the account opening process is automatic, immediate and is available 24x7.

Since the beginning of 2019 InvertirOnline also started to offer the possibility to make transactions in the US market through different investment instruments, so as to diversify the assets invested in one of the largest markets at global level. This business has to comply with the FATCA and the IRS QI agreements.

Supervielle Productores Asesores de Seguros S.A.

On December 21, 2018, Supervielle Broker de Seguros S.A. was created. The company has the exclusive corporate purpose of carrying out the insurance intermediation activity, promoting the contract of life insurance, wealth and pension insurance premiums, and advising customers and potential customers. Grupo Supervielle directly owns 95% of its share capital (and indirectly owns 100% of its share capital). The company was renamed Supervielle Productores Asesores de Seguros S.A and began operation in the second half of 2019.

The 2020 goal is to expand the offer to the group’s customers with a focus on the entrepreneurs and SMEs, SMEs and Medium and Large companies. This will improve risk management through the advice to customers, adding value to Grupo Supervielle’s comprehensive proposal.

A team of insurance experts will be working in every region so as to advice customers and create synergies to detect new business opportunities.

Bolsillo Digital S.A.U.

On June 12, 2019 Bolsillo Digital S.A.U. was created with the purpose of providing design, programming and development services for software, mobile phone applications, web pages and/or any other digital medium, commercializing products and services related to the management and processing of payments made by and in favor of third parties and developing and operate platforms and tools of payment methods of any type and in any of its forms.

Futuros del Sur S.A. (in process of changing its corporate name to Supervielle Agente de Negociación S.A.U.)

On December 18, 2019, Grupo Supervielle acquired 100% of the capital stock of Futuros del Sur S.A., a trading agent registered with the Argentine Securities Commission. Through this acquisition Grupo Supervielle seeks to expand the financial and investment services to institutional and corporate customers and increase cross selling in an efficient and profitable way.

Sofital S.A.F. e I.I.

Sofital S.A.F. e I.I. is asociedad anónima whose main activity consists of holding participations in other companies.

AsAs of the date of this annual report, Sofital holds 3.1%2.7944% of the capital stock of the Bank, a 5.0% of the capital stock of Cordial Servicios, 5.0% of the capital stock of Supervielle Seguros and 5.0% of the capital stock of SAM.

66 

 

An in-kind capital contribution by Mr. Julio Patricio Supervielle of 7,672,412 non-endorsable ordinary registered shares of Sofital S.A.F. e I.I. to Grupo Supervielle was approved at a shareholders’ meeting of Grupo Supervielle dated April 27, 2017. The capitalization of such capital contribution was approved by the CNV and registered by the IGJ on February 28, 2018.

Investments in and Divestments of Grupo Supervielle in its Subsidiaries

On February 5, 2013, we accepted an offer for the acquisition of 95% of the purchase shares of Aseguradores de Créditos del Mercosur S.A. (which was later renamed Supervielle Seguros). On May 14, 2013, the National Superintendency of Insurance approved the transfer of the company’s shares. As a result, on June 6, 2013, 95% of the shares of Aseguradores de Créditos del Mercosur S.A. were transferred to us and the remaining 5% was transferred to Sofital.

On May 30, 2014, Sofital and Grupo Supervielle entered into an agreement for the sale of 100% of the shares of Adval to CAT Technologies S.A. The purchase price is scheduled to be paid in installments due between July 2014 and July 2019. As of December 31, 2015, Grupo Supervielle recorded a credit of Ps.2.3 million and Sofital S.A. a credit of Ps.0.1 million.

On February 25, 2014, the shareholders of Supervielle Seguros voted to increase the share capital by an amount of Ps.5,000,000 in proportion to their holdings to be integrated in cash and in kind.

On November 26, 2014, our Board of Directors decided to make a capital contribution to Supervielle Seguros for an amount of Ps.12,462,232.05. The capital contribution did not change our stake in Supervielle Seguros. The increase in share capital of Supervielle Seguros is pending the approval of the Superintendency of Insurance.

On April 29, 2016, we and the Bank made capital contributions to CCF for a total amount of Ps.25.0 million.

On May 31 and June 3, 2016, we made capital contributions to the Bank for Ps.2.2 billion. On September 22, 2016, the Bank held an Extraordinary Shareholders’ meeting in which it resolved to capitalize said contributions by increasing the capital stock by Ps.182.1 million with an issue premium of Ps.2.0 billion.

On May 31 and June 16, 2016, we made capital contributions to CCF for Ps.14.0 million. On October 24, 2016, CCF held an Extraordinary Shareholders’ meeting by which it resolved to accept such contributions for the total amount of Ps.305.0 million under the terms established in the respective agreements for the irrevocable capital contribution, to increase the capital stock in the amount of Ps.31.4 million increasing it from Ps.73.0 million to Ps.104.4 million, and issue 31,370,057 ordinary, non-endorsable nominative shares with a nominal value of Ps.1 each and entitled to one vote per share.

On February 17, 2017, we and the Bank made capital contributions to CCF for Ps.100.0 million. On March 9, 2017, CCF held an Extraordinary Shareholders’ meeting by which it resolved to accept such contributions and increase the capital stock in the amount of Ps.19.5 million, from Ps.104.4 million to Ps.123,7 million, and issue 19,348,722 ordinary, non-endorsable nominative shares with a nominal value of Ps. 1 each and entitled to one vote per share.

On March 20, 2017, both our Board of Directors and the Bank’s Board of Directors, accepted an offer from Ciudad Microempresa, to acquire 100% of the shares of Ciudad Microfinanzas. The offer was subject to the compliance of certain conditions, and the transaction was closed on March 31, 2017 when the conditions were met. Grupo Supervielle sold its 12,219,472 shares, representating 87.5% of the total capital stock, and Banco Supervielle sold its 1,745,632 shares, representing 12.5% of the total capital stock.

On March 27, 2017, we made a capital contribution to the Bank for Ps 95.0 million.

On May 26, 2017, Grupo Supervielle, Sofital S.A.F. e I.I. and Mr. Julio Patricio Supervielle completed the transfer of their shareholdings in Viñas del Monte S.A., which were sold for an aggregate amount of U.S.$1,500,000. Grupo Supervielle transferred a total of 904,142 common, registered, non-endorsable shares to Ramón Francisco Federico and Guillermo Héctor Federico; Sofital S.A.F. Sofital S.A.F. e I.I. transferred a total of 47,000 common, registered, non-endorsable common shares to Ramón Francisco Federico and Guillermo Héctor Federico; and Mr. Julio Patricio Supervielle transferred a total of 2,618 common, registered, non-endorsable shares to Ramón Francisco Federico and Guillermo Héctor Federico.

On July 24, 2017, Grupo Supervielle and the Bank made an irrevocable capital contribution in advance of future capital increases to CCF for an amount of Ps.2.5 million and Ps.47.5 million, respectively.

On September 20, 2017, Grupo Supervielle, the Bank and CCF made an irrevocable capital contribution in advance of future capital increases to Tarjeta Automática for an amount of Ps.131.3 million, Ps.15.0 million and Ps.3.8 million, respectively.

On November 24, 2017, Grupo Supervielle made an irrevocable capital contribution to the Bank for an amount of Ps.2.6 billion. On same date, the Bank held an ordinary shareholders’ meeting by which it resolved to accept such contributions and increase the capital stock in the amount of Ps.105.5 million.

On December 13, 2017, Grupo Supervielle and the Bank made an irrevocable capital contribution in advance of future capital increases to CCF for an amount of Ps.30.0 million and Ps.570.0 million, respectively.

On January 16, 2018, Grupo Supervielle and the Bank made an irrevocable capital contribution in advance of future capital increases to CCF for an amount of Ps.19.0 million and Ps.361.0 million respectively. On January 24, 2018, CCF held an ordinary shareholders’ meeting by which it resolved to accept the contributions received on July 24, 2017, December 12, 2017 and January 16, 2018, and increase the capital stock in the amount of Ps.56.751 million.

On April 6, 2018, the Board of Directors of Grupo Supervielle approved to issue an offer for the acquisition of 4,000,000 ordinary, nominative, non-endorsable shares of Ps.1 par value and entitled to one vote per share, representing 100% of the share capital of MILA for a total price of U.S.$20 million subject to price adjustment. MILA specializes in car financing, particularly for used cars. The acquisition is expected to close in the second quarter of 2018 subject to certain customary conditions precedent.

On April, 19, 2018, the shareholders’ meeting of the Bank approved the capitalization of the capital contribution commited by us for an amount of Ps.861 million.

Market Area

We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina’s most commercially significant and highly populated area, and we are leaders in terms of our banking network in some of Argentina’s most dynamic regions, including Mendoza and San Luis.

City of Buenos Aires. The City of Buenos Aires is the capital of Argentina and the center of commerce and seat of the national government in Argentina. Based on the publicly available information released by region,company estimates, the City of Buenos Aires had a GDP per capita in 20052019 of approximately U.S.$40,00028,000 and the INDEC estimated a population of approximately 2.9 million (approximately 7.2% of Argentina’s overall population). as of December 31, 2019. As of December 31, 2017,2019, the unemployment rate in the City of Buenos Aires increased to 5.9% from 5.7%was 6.9%, same rate as of December 31, 2016.2018. In terms of the banking sector, there are 843855 bank branches (out of a total of 4,4974,773 bank branches in Argentina) in the City of Buenos Aires. As of June 30, 2016, according to the last available information, the city accounts for 47% of total deposits and 53% of loans in Argentina.

Province of Buenos Aires. The Province of Buenos Aires, which includes the Greater Buenos Aires metropolitan area, is an agricultural center focused primarily on the production of soy, wheat, corn and other agricultural products. Based on the most recent publicly available information released by region,Company estimates, the Province of Buenos Aires had a GDP per capita in 20052019 of approximately Ps.12,000U.S.$7,000 and the INDEC estimate a population of approximately 15.6 million (approximately 38.9% of Argentina’s overall population). as of December 31, 2019. As of December 31, 2017,2019, the unemployment rate in the Province of Buenos Aires decreased to 8.4%10.0% from 8.5%11.4% as of December 31, 2016.2018. During the last decade, agricultural production has been strong as a result of high commodity prices which has contributed to Argentina’s economic growth. It is expected that agriculture production will continue to be a key driver of economic growth in Argentina in the coming years. In terms of the banking sector, there are 1,4491,504 bank branches (out of a total of 4,497)4,773) bank branches in Argentina) in the Province of Buenos Aires. As of June 30, 2017, according to the last available information, the region accounted for 23% and 18% of total deposits and loans in Argentina, respectively.

Mendoza. The Province of Mendoza is located in the Cuyo region and is the center of the wine industry in Argentina. Based on the most recent publicly available information released by region,Company estimates, Mendoza had a GDP per capita in 20052019 of approximately Ps.13,000U.S.$7,000 and the INDEC estimated a population of approximately 1.7 million (approximately 4.3% of Argentina’s overall population). as of December 31, 2019. As of December 31, 2017,2019, the unemployment rate in Mendoza decreasedincreased to 2.7%7.3% from 3.3%5.9% as of December 31, 2016.2018. In terms of the banking sector, there are 173179 bank branches (out of a total of 4,4974,773 bank branches in Argentina) in Mendoza. As of June 30, 2016, according to the last available information, the city accounts for 2% of total deposits and loans in Argentina.

San Luis. The Province of San Luis is located in the Cuyo region. The primary industries in the Province of San Luis are agricultural production and tourism. Based on the most recent publicly available information released by region, the Province of San Luis had a GDP per capita in 2005 of approximately Ps.13,000 and a population of approximately 0.4 million (approximately 1.1% of Argentina’s overall population). As of December 31, 2017,2019, the unemployment rate in the Province of San Luis decreasedincreased to 1.2%2.9% from 3.6%2.8% as of December 31, 2016.2018. In terms of the banking sector, there are 5150 bank branches (out of a total of 4,4974,773 bank branches in Argentina) in the Province of

San Luis. As of June 30, 2016, according to the last available information, the Province of San Luis accounts for 0.5% and 0.3% of each of total deposits and loans in Argentina respectively.

Distribution Network

Our infrastructure supports our multi-channel distribution strategy with a strategic national footprint through 340316 access points, (compared to 326 access points as of December 31, 2017), which include 180185 bank branches, (compared to 179 bank branches as of December 31, 2017), 78 of these bank branches are fully dedicated to serve senior citizens, 1913 banking payment and collection centers, 8079 CCF sales points located in Walmart supermarkets, (compared to 67 sales points in Walmart supermarkets as of December 31, 2017), 6134 consumer financing branches of Tarjeta and other points of sale, 5 Mila’s customer support offices, network of 393 car dealers and 521536 ATMs, 217 self-service terminals and 193 self-service terminals.202 Cash Dispensers with biometric identification..

As of December 31, 2017,2019, the Bank’s loan portfolio to branches ratio, which we calculate by dividing the total amount of loans outstanding at the end of the period by the number of branches at the end of such period, was Ps.300.8 million,Ps.443.4, compared to Ps.191.5Ps.393.0 million as of December 31, 2016 and Ps.120.5 million as of December 31, 2015. Based on the Peso amounts of the loan portfolios reported by the following Argentine private banks in their respective financial statements as of December 31, 2017, the loan portfolio to branches ratio of (i) Banco Macro S.A. was Ps.298.8 million, (ii) Banco de Galicia y Buenos Aires S.A. was Ps.532.1 million and (iii) BBVA Banco Francés S.A. was Ps.503.9 million. The loan portfolio to branches ratio as of December 31, 2016 of (i) Banco Macro S.A. was Ps.194.8 million, (ii) Banco de Galicia y Buenos Aires S.A. was Ps.379.1 million and (iii) BBVA Banco Francés S.A. was Ps.309.3 million. The loan portfolio to branches ratio as of December 31, 2015 for (i) Banco Macro S.A. was Ps.138.3 million, (ii) Banco de Galicia y Buenos Aires S.A. was Ps.287.3 million, (iii) BBVA Banco Francés S.A. was Ps.227.5 million and (iv) the Argentine private banks was Ps.190.4 million. According to publicly available information provided by the Central Bank, as of December 31, 2017, the loan portfolio to branches ratio for all Argentine private banks was Ps.363.8 million2018.

.

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The following table and map showshows the geographicaldetail of our distribution of branches, senior citizens dedicated branches and sales and collection centers, except otherwise indicated:network:

Distribution Network
As of December 31, 2019
Banco Supervielle S.A. Branches185
Banco Supervielle S.A. Sales and Collection Centers13
Tarjeta Automática S.A. Branches20
Tarjeta Automática S.A. Sales and Collection Centers14
Cordial Compañía Financiera Sales Points79
Micro Lending S.A.U.5
ATMs536
Self-service Terminals217
“Caja Rapida” - Cash Dispensers with biometric identification202

Deposits

Distribution Network

 

 

As of December 31, 2017

 

As of the date
of this annual report

 

Banco Supervielle S.A. Branches(1)

 

179

 

180

 

Banco Supervielle S.A. Sales and Collection Centers

 

19

 

19

 

Tarjeta Automática S.A. Branches

 

20

 

20

 

Tarjeta Automática S.A. Sales and Collection Centers

 

41

 

41

 

Cordial Compañía Financiera Sales Points

 

67

 

80

 

ATMs

 

518

 

521

 

Self-service Terminals

 

186

 

193

 


(1)           In February and March 2017, the Central Bank approved our request to convert the remaining senior citizen service centers into full bank branches. As a result, as of the date of this annual report, we have 180 bank branches.

Deposits

The following tables compare the composition of the Bank’s (on a consolidated basis) total liabilities and depositsfunding with those of all Argentine private banks’ in each case as of December 31, 2017:2019:

  Year ended December 31, 2019
Liabilities and Shareholders equity Banco Supervielle Private Banks
  (in millions of Pesos) % (in millions of Pesos) %
Deposits 91,477.5  64,6%  2,763,956  67.2% 
Other Liabilities 50,121.5  35,4%  1,347,676  32.8% 
Total 141,599.0     4,111,632    

 

 

 

Year ended December 31, 2017

 

Liabilities

 

Banco Supervielle

 

Private Banks

 

 

 

(in millions of Pesos)

 

%

 

(in millions of Pesos)

 

%

 

Deposits

 

60,758

 

73.7

 

1,374,702

 

75.6

 

Other Liabilities

 

21,646

 

26.3

 

442,967

 

24.4

 

Total

 

82,404

 

100

 

1,817,669

 

100

 

 

 

Year ended December 31, 2017

 

Deposits Breakdown

 

Banco Supervielle

 

Private Banks

 

 

 

(in millions of Pesos)

 

%

 

(in millions of Pesos)

 

%

 

Checking accounts

 

5,700

 

9.4

 

238,408

 

17.3

 

Saving Accounts

 

29,579

 

48.7

 

595,372

 

43.3

 

Time deposits

 

17,259

 

28.4

 

413,838

 

30.1

 

Other deposits

 

8,220

 

13.5

 

127,084

 

9.2

 

Total

 

60,758

 

100

 

1,374,702

 

100

 

  Year ended December 31, 2019
Deposits Breakdown Banco Supervielle Private Banks
  (in millions of Pesos) % (in millions of Pesos) %
Checking accounts 12,127.0  13.3%  550,907  19.9% 
Saving Accounts 40,774.2  44.6%  1.189,573  43.0% 
Time deposits 28,350.9  31.0%  802,404  29.0% 
Other deposits 10,225.4  11.2%  221,072  8.0% 
Total 91,477.5     2,763,956    
             

Due to the importance of the franchise of our deposit network, retail plus senior citizens deposits in Pesos continued to account for a significant portion of total deposits. As of December 31, 2017,2019, retail plus senior citizens deposits in Pesos represented 54%55% of total deposits, compared to 60% as of December 31, 2016.

deposits.

 

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Loan Portfolio General Overview

Each loan category in our loan portfolio faces different risks. We have established underwriting policies, standards and pricing mechanisms designed to mitigate the risks posed by each loan category. Our loan portfolio has grown significantly since 2001. As of December 31, 2017,2019, we had a loan portfolio (including the securitized loan portfolio) of Ps.60.3Ps.92.2 billion (equivalent to U.S.$3.21.5 billion converted to U.S. dollars at the reference exchange rate as of December 31, 2017), compared to December 31, 2001, when we had a loan portfolio of Ps.92.9 million (equivalent to U.S.$92.9 million, converted to U.S. dollars at the reference exchange rate as of December 31, 2001)2019).

Underwriting Policies

Our policies require that most loans only be approved for borrowers that are able to provide proof of a source of repayment and demonstrate an ability to service existing and future debt. Our underwriting procedures for all loan types require consideration of the borrower, including with respect to the borrower’s financial condition, cash flow, the management skills and industry of our corporate customers, and the economic environment surrounding the issuance of any given loan.

We generally expect customers to repay loans with unencumbered cash available to them. A significant part of our loan portfolio is secured, and we assess the quality and liquidity of collateral before we grant any secured loan.

Interest Rate Terms

We price loans: (i) on both a fixed rate and floating rate basis; (ii) over different terms; and (iii) based upon different rate indices. Our pricing structures are consistent with our interest rate risk management policies and procedures. For more information on these policies and procedures, See “—Credit Risk Management.”

Loans to individuals (personal loans, credit card loans, car loans and mortgages) are priced only on a fixed rate basis, whilebasis. UVA Mortgage loans and some UVA car loans principal is adjusted for inflation. Loans to small businesses and SMEs are priced on both a fixed rate and floating rate basis as follows:

·Fixed rate: promissory notes (checking and invoice discounts, work certificates for government projects and warrants), overdrafts, foreign trade loans, automobile, personal loans and mortgages with adjustable principal, based on inflation.
·Floating rate: automobile and other secured loans, receivables from financial leases.
·Both rates: corporate unsecured loans.

·                  Fixed rate: promissory notes (checking and invoice discounts, work certificates for government projects and warrants), overdrafts, foreign trade loans, automobile, personal loans and mortgages with adjustable principal, based on inflation.

·                  Floating rate: automobile and other secured loans, receivables from financial leases.

·                  Both rates: corporate unsecured loans.

Risks

Below we list our loan categories from lowest risk to highest risk in terms of repayment ability and historical default rates:

(1)Promissory notes (checking and invoice discounts and warrants)
(2)Receivables from financial leases
(3)Foreign trade loans
(4)Mortgage loans
(5)Corporate unsecured loans
(6)Corporate credit cards
(7)Overdrafts

1.              Promissory notes (checking and invoice discounts and warrants)69 

 

(8)Automobile and other secured loans
(9)Personal loans and credit card loans (from the Personal and Business segment)
(10)Personal loans and credit card loans (from the Consumer Financing segment)

2.              Receivables from financial leases

3.              Foreign trade loans

4.              Mortgage loans

5.              Corporate unsecured loans

6.              Overdrafts

7.              Automobile and other secured loans

8.              Personal loans and credit card loans (from the Retail Banking segment)

9.              Personal loans and credit card loans (from the Consumer Financing segment)

Summary of Loan Portfolio Categories

Promissory notes (factoring and check discounting and warrants)

Factoring and check discounting.Check discounting is used to finance working capital needs for businesses that have a diversified accounts receivable portfolio and customers or parties that issue checks and have a favorable credit history. Most of our check discounting transactions are with recourse to the assignor (i.e., we secure repayment with a pledge over an assignment of the borrower’s cash flow). However, some of our check discounting transactions are without recourse to the assignor, in which case we only have recourse to the endorser of the check. With respect to our operations with recourse, we evaluate the creditworthiness of both the assignor and the endorser of the check, specifically assessing each party’s payment history, credit history and legal history by requiring a variety of documents to aid us in our underwriting process. We accept checks that are issued in the ordinary course of business from the customer with a payment date generally no longer than 180 days.

Warrants.Warrants are granted to finance working capital needs for producers or sellers of commodities or non-commodities such as sugar, soy, wheat, corn, sunflower, peanuts, cotton and yerba mate and tobacco.mate. We take collateral in respect of the warrants for at least 20% to 35% in excess of the value of the products, depending on the type of product. The most significant risk we face when extending warrant financing relates to the quality and preservation of the underlying assets. To mitigate this risk, we select third-party companies to assess and monitor the value and quality of the underlying products. We establish maximum warranty amounts ranging from Ps.5.0U.S.$5.0 million to Ps.40.0U.S.$ 40.0 million depending on the type of product. We set interest rates for our warrants based on the term of the warrant and the quality of the underlying product.

Receivables from financial leases

Our financial leases are granted for financing acquisitions of capital assets, industrial equipment, road equipment and automobiles. The terms of these loans are typically between 18 and 60 months, varying based on the type of product or equipment and the useful life of such product or equipment.

The primary source of repayment for this product is cash flows from the borrower, and, therefore, we evaluate the borrower’s repayment ability before granting such loans. We also evaluate the type of asset for which the financial lease is granted in the event the borrower is unable to repay the loan. If the borrower is unable to repay the loan, we may sell the asset to recover all or part of the outstanding amount of the loan.

The primary risk associated with our financial leases is that the borrower may default on the loan and the collateral may be insufficient to recover the outstanding amount of the loan. We mitigate this risk by: (i) granting financial leases in respect of new assets that have historically shown adequate resale values, (ii) requiring a down payment of

10% to 30% (depending on the repayment ability of the customer); and (iii) for certain types of assets, requiring a commitment from the supplier of the asset to buy or find a buyer for the asset in the event of the borrower’s default. We set floating interest rates for our financial leases based on prevailing market rates.

Mortgage loans

The Bank grants inflation adjusted mortgage loans. The Bank sets a fixed interest rate but the remaining capital is adjusted on a monthly basis according to the UVA monthly evolution. Therefore, the loan has index-linked capital payments (the value of the capital and the installment is updated by inflation). The Bank evaluates the creditworthiness of the client based on credit and legal track records, a minimum credit score and income level. The loan is granted based on a loan-to-value ratio up to 75% of the property value (with a unlimited maximum amount). The terms of the mortgage loans are from 12 months to 360 months.

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Foreign trade loans

Foreign trade loans are granted to finance exports and imports through pre-financing and financing loans for exports, international factoring and letters of credit for imports.

In the case of pre-financing and financing loans for exports, we analyze the repayment ability of both the borrower and its foreign client. Specifically, we ensure that the credit line that we grant is tailored to the borrower’s historical export levels and projected export levels (based on contracts, purchase orders and other documentation). We generally grant pre-financing and financing loans for exports with terms ranging from 90 to 180 days, depending on the transaction and such loans are solely denominated in U.S. dollars. Interest rates for pre-financing and financing loans for exports depend on the term of the loan and range from 2% to 7.5%.

In the case of letters of credit for imports, we face a risk that we will have to pay for the imports in the event that the borrower defaults. To mitigate this risk, we ensure that the loan is granted once the merchandise to be imported can be shipped and the relevant shipment documentation can be issued. Generally, the term of our letters of credit do not exceed one year. We receive a fee for the letters of credit we issue instead of charging interest.

Corporate unsecured loans

Corporate financial loans. Our corporate financial loans finance short term working capital needs of up to one year or medium term working capital needs of up to three years for businesses that require monthly or periodic amortization. These loans are granted to customers with annual revenues in excess of Ps.50Ps.150 million. We evaluate the customer’s repayment ability using the general criteria and analysis for corporate customers. We also analyze the following factors: the shareholders and management of the borrower, the financial and economic environment, regulatory risk and projected cash flow for the entire period during which the loan will be outstanding to ensure that the borrower will be able to comply with the scheduled payments under the loan. We take into account the potential effects that economic variables such as exchange rate volatility and inflation could have on projected cash flow. We set either a floating or fixed interest rate for our corporate financial loans based on the creditworthiness of the borrower’s business and the term of the loan.

Loans to small businesses. Our loans to small businesses are originated at the Bank’s branches based on a policy that requires adequate credit and legal history, a minimum credit score and a certain level of revenues. Our loans to small businesses finance the working capital needs of businesses with annual revenues of up to Ps.50Ps.150 million. The maximum loan assistance that we provide is Ps.725,000Ps.12.5 million for unsecured loans and Ps.725,000Ps.16.6 million for factoring services. Our general policy is that our small business loan portfolio be composed 50% of unsecured loans and 50% of secured loans and factoring transactions. The Bank’s branches may grant up to Ps.150,000Ps.2.5 million of unsecured loans and Ps.150,000Ps.3.3 million of factoring transactions, and any excess amount must be evaluated by the Bank’s specialized credit analysis unit. We set either a floating or fixed interest rate for our loans to small businesses based on the creditworthiness of the borrower’s business and the term of the loan. The interest rates for our loans to small business are generally higher than the interest rates for our corporate financial loans reflecting the difference in size and revenues of the businesses.

Overdrafts

We grant overdrafts to businesses to finance working capital needs and ordinary course business activity. We assess whether the borrower has the ability to meet its payment obligations over a maximum 180-day period, placing an emphasis on the borrower’s line of business. Businesses with operations that do not produce short-term revenues or with cyclical operations generally must seek other types of financing. We are able to anticipate a customer’s ability to repay overdrafts by analyzing daily accounts payable, accounts receivable, credits and fluctuations. We set interest rates for our overdrafts on a monthly basis.

Automobile and other secured loans

71 

 

We grant secured loans to finance automobile purchases. The maximum amount of our automobile loans is Ps.1,500,000 with a maximum term of 60 months. Before granting this automobile and other secured loans, we evaluate a customer’s ability to meet monthly payment obligations by taking into account the prospective borrower’s earnings, minimum credit rating and financial and legal background. We also require that the vehicle serve as collateral in the event of a payment default by the borrower. We set interest rates based on the term of the automobile loan and a loan-to-value ratio ranging from 40%50% to 80%75% of the value of the vehicle at the time of sale.

Personal loans and credit card loans (from the RetailPersonal and Business Banking segment)

Our RetailPersonal and Business Banking segment originates loans based on scoring systems and policies specifically tailored to ourPlan Sueldoservices, pension and retiree services and general clientele. For a detailed discussion of the Bank’s credit application process, credit monitoring and review process and the risks associated with personal loans and credit card loans, See “—Credit Risk Management—Banco Supervielle S.A.

Retail banking in Argentina is heavily regulated, including with respect to maximum interest rates and fees. See “Item 4.B Business overview—Argentine Banking Regulation—Interest Rate and Fee Regulations.” We tailor our policies related to issuing and granting loans and credit to comply with these regulations.

Personal loans and credit card loans (from the Consumer Financing segment)

The personal and consumer loans offered by CCF and Tarjeta are unsecured products for personal use and are offered to the middle and lower-middle-income sectors. Due to the nature of these products, our pricing structure is high compared to the Argentine financial system. To be approved for such loans, these customers must provide proof of an available means of repayment and they typically but do not always have credit history.

To mitigate the risks associated with personal and consumer loans, the initial term of any such loan is limited during the first loan, and performing borrowers may receive offers to extend the terms of the loans.

One of the principal sales channels for personal and consumer loans is through telemarketing typically targeting credit card customers or customers that took out a loan previously with CCF, Tarjeta or another company and performed in accordance with the terms of such loan.

The maximum amount of our personal and consumer loans is Ps.200,000,Ps.0.2 million, while the average loan is Ps.22,900.as of December 31, 2019 was Ps.32,500. The average term of our personal and consumer loans is 18as of December 31, 2019 was 17 months, with a maximum of 60 months. The loans are granted at a fixed rate and are paid back in monthly installments and amortized based on the French amortization system, which consists of equal monthly installments amortized in a manner in which (i) interest payments are higher at the beginning of the loan and decrease over the life of the loan, while (ii) principal payments are lower at the beginning of the loan and increase over the life of the loan.

Credit Risk Management

We define credit risk as the risk that arises from losses and/or a decline in the value of our assets as a result of our borrowers or counterparties defaulting on or not complying with their obligations. Credit risk includes any event that may cause a decline in the present value of our loans, but does not necessarily require the counterparty’s default.

This risk also encompasses liquidity risk, which exists whenever a financial transaction cannot be completed or generate liquidity in accordance with an agreement. The magnitude of credit risk losses hinges upon two factors:

·the amount of exposure at the time of the default; and
·the amounts recovered by the Bank based on the payments received from the borrower and the execution of risk mitigation policies, such as guarantees that may limit losses.

·                  the amount of exposure at the time of the default; and

·                  the amounts recovered by the Bank based on the payments received from the borrower and the execution of risk mitigation policies, such as guarantees that may limit losses.

With regard to risk appetite, the Credit Risk Management is the process that leads to the identification, measurement or evaluation, mitigation and monitoring or follow-up of the risk, as considered in the entire credit cycle, since its origin until collection, recovery or loss, and in case of non-compliance. Likewise, the definition of the Bank’s risk appetite is generated through the development and monitoring of indicators, with their respective thresholds and limits for Credit Risk.

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Our credit risk management policies also monitor concentration risk. This risk arises when the concentration of exposure has the capacity to generate enough losses (relating to results of operations, minimum capital requirements, assets or global risk levels) to impact the entity’s financial strength or capacity to maintain its operations and significantly change the entity’s risk profile.

The Board of Directors approves credit risk policies and strategies presented by the Risk Management Committee, in consultation with the Credit team, the Legal Affairs team and the Corporate Banking team, and in accordance with Central Bank regulations. The Bank’s credit risk policies and strategies seek to develop commercial opportunities and business plans, while maintaining a prudent level of risk. The credit policy is tailored to corporations and individuals from every segment.

The pillars of the Bank’s credit policy are based on an analysis of the client’s cash flow and its repayment capacity. Regarding corporate clients, the

The Bank focuses on supporting companies belonging to sectors with great potential which tend to be successful in their activity. Within the range of credit products offered for the corporate business segment, the Bank aims to develop and lead the factoring products,and leasing market, as well as being leader in foreign trade.

Within the Plan Sueldo corporate banking segment, we seek to have a solid proposal for the SMEs and middle-market seeking to maintain proximity with customers through customer service centers, agreements with customers throughout their value chain and providing agile responses through existing credit processes.

With regard to individuals, in addition to the payroll customers and senior citizencitizens, the retail banking services. In addition,is specially focused on entrepreneurs and SMEs as well as the Bank grants short and long term financing for specific products (such as leasing and secured transactions).

Identité customers

We believe that loan portfolio diversification is a staple of the Bank’s credit risk management objective of distributing risk appropriately by economic segment, client type and loan amount. The same importance is given to the risk mitigation mechanisms that ensure adequate risk coverage, such as the use of credit instruments in the corporate segment that cover substantial amounts of the loan. Finally, we continuously use early detection processes to monitor the performance of the loan portfolio.

Credit Risk Measuring Models

The Bank relies on several models that estimate the distribution of possible losses arising out of the loan portfolio to calculate expected losses and minimum capital requirements. These models include:

·Credit risk measurement models. The Bank’s models estimate distribution of possible loan portfolio losses, which depend on counterparties’ default (probability of default (“PD”)), as well as the exposure assumed with them (EAD - Exposure at the time of default) and the proportion of each unfulfilled loan that the Entity is able to recover (Loss in the event of default (“LGD”)). Based on these parameters, the expected loss (“PE”) and economic capital are estimated. As a result of this, a methodological and developmental plan has been developed in order to calculate the Risk Adjusted Return (“RAROC”) at Banco Supervielle in order to optimize the management linked to Credit Risk.

·Expected Losses Calculation. This is calculated based on the results of the PD, EAD and LGD models. The expected loss calculation analyzes portfolio information to estimate the average value of loss distributions for a one year time horizon in the case of performing loans and for a lifetime horizon in the case of underperforming or non-performing loans.

·
·Credit risk measurement models.The Bank’s models estimate distribution of possible loan portfolio losses, which depend on counterparties’ default (probability of default (“PD”)), as well as the exposure assumed with them (EAD—Exposure at the time of default) and the proportion of each unfulfilled loan that the Entity is able to recover (Loss in the event of default (“LGD”)). Based on these parameters, the expected loss (“PE”) and economic capital are estimated. As a result of this, a methodological and developmental plan has been developed in order to calculate the Risk Adjusted Return (“RAROC”) at Banco Supervielle in order to optimize the management linked to Credit Risk.
·Expected Losses Calculation.This is calculated based on the results of the PD, EAD and LGD models. The expected loss calculation analyzes portfolio information to estimate the average value of loss distributions for a one year time horizon in the case of performing loans and for a lifetime horizon in the case of underperforming or non-performing loans.
·Minimum Capital Requirement Calculation.This is represented by the difference between the portfolio’s risk value and expected losses within a 99.9% confidence interval for individuals and 99.0% confidence interval for corporate customers. We have two minimum capital requirement models (one for corporate customers and one for individuals), which include the economic capital required for our concentration risk and securitization risk.

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Allowance for Loan Losses

a)Definition

Grupo Supervielle recognizes an impairment in the value to financial assets measured at amortized cost, debt instruments measured at fair value through other comprehensive income, loan commitments and financial guarantee contracts that are not measured at fair value.

The impairment for expected credit losses is recorded with a charge to the consolidated income statement for the period in which the impairment arises. In the event of occurrence, the recoveries of previously recognized impairment losses are recorded in the consolidated income statement for the period in which the impairment no longer exists or is reduced.

In the case of assets measured at fair value with changes in other comprehensive income, the changes in the fair value due to expected credit losses are charged in the consolidated income statement of the year where the change happened, reflecting the rest of the valuation in other comprehensive income.

As a rule, the expected credit loss is estimated as the difference between the portfolio’scontractual cash flows to be recovered and the expected cash flows discounted using the original effective interest rate. In the case of purchased or originated credit-impaired assets, this difference is discounted using the effective interest rate adjusted by credit rating.

Depending on the classification of financial instruments, which is mentioned in the following sections, the expected credit losses may be over 12 months or during the life of the financial instrument:

·12-month expected credit losses: arising from the potential default events, as defined in the following sections that are estimated to be likely to occur within the 12 months following the reporting date. These losses will be associated with financial assets classified as Stage 1.
·Expected credit losses over the life of the financial instrument: arising from the potential default events that are estimated to be likely to occur throughout the life of the financial instruments. These losses are associated with financial assets classified as Stage 2 or Stage 3.

With the purpose of estimating the expected life of the financial instrument all the contractual terms have been taken into account (e.g. prepayments, duration, purchase options, etc.), being the contractual period (including extension options) the maximum period considered to measure the expected credit losses. In the case of financial instruments with an uncertain maturity period and a component of undrawn commitment (e.g.: credit cards), the expected life is estimated through quantitative analyses to determine the period during which the entity is exposed to credit risk, also considering the effectiveness of management procedures that mitigate such exposure (e.g. the ability to unilaterally cancel such financial instruments, etc.).

b)Financial instruments presentation

For the purposes of estimating the impairment amount, and in accordance with its internal policies, Grupo Supervielle classifies its financial instruments (financial assets, commitments and guarantees) measured at amortized cost or fair value through other comprehensive income in one of the following categories:

·Normal Risk (“Stage 1”): includes all instruments that do not meet the requirements to be classified in the rest of the categories.
·Normal risk under watchlist (“Stage 2”): includes all instruments that, without meeting the criteria for classification as doubtful risk, have experienced significant increases in credit risk since initial recognition.
·Doubtful Risk (“Stage 3”): includes financial instruments, overdue or not, in which there are reasonable doubts about their total repayment (principal and interests) by the client in the terms contractually agreed. Likewise, off-balance-sheet exposures whose payment is probable and their recovery doubtful are considered in Stage 3.

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c)Impairment valuation assessment

The asset impairment model in IFRS 9 applies to financial assets measured at amortized cost, debt instruments at fair value with changes in other comprehensive income, lease receivables and commitments and guarantees granted that are not measured at fair value.

The impairment represents the best estimation of the financial assets expected credit losses withinat the balance sheet date, assessed both individually and collectively.

·Individually: for the purposes of estimating the provisions for credit risk arising from the insolvency of a financial instrument, Grupo Supervielle individually assesses impairment by estimating the expected credit losses on those financial instruments that are considered to be significant and with sufficient information to make such an estimate

The individually assessed impairment estimate is equal to the difference between the gross carrying amount of the financial instrument and the estimated value of the expected cash flows receivable discounted using the original effective interest rate of the transaction. The estimate of these cash flows takes into account all available information on the financial asset and the effective guarantees associated with that asset.

·Collectively: Grupo Supervielle also assesses impairment by estimating the expected credit losses collectively in cases where they are not assessed on an individual basis. This includes, for example, loans with individuals, sole proprietors or businesses in retail banking  subject to a standardized risk management.

For the purposes of the collective assessment of expected credit losses, Grupo Supervielle has consistent and reliable internal models. For the development of these models, instruments with similar credit risk characteristics that are indicative of the debtors’ capacity to pay are considered.

The credit risk characteristics used to group the instruments are, among others: type of instrument, debtor’s sector of activity, geographical area of activity, type of guarantee, aging of past due balances and any other factor relevant to estimating the future cash flows.

Grupo Supervielle performs retrospective and monitoring tests to evaluate the reasonableness of the collective estimate.

On the other hand, the methodology required to estimate the expected credit loss due to credit events is based on an unbiased and weighted consideration by the probability of occurrence of a 99.9% confidence intervalseries of scenarios, considering a range of three possible future scenarios which could have an impact on the collection of contractual cash flows, always taking into account the time value of money, as well as all available and relevant information on past events, current conditions and forecasts of the evolution of macroeconomic factors that are shown to be relevant for individualsthe estimation of this amount (for example: GDP (Gross Domestic Product), Interest Rate, unemployment rate, etc.).

For the estimation of the parameters used in the determination of the allowance for loan losses (EAD – Exposure at Default, PD – Probability of Default, LGD – Loss Given Default), Grupo Supervielle based its experience in developing internal models for the estimation of parameters both in the regulatory area and 99.0% confidence interval for corporate customers. We have two minimum capital requirementmanagement purposes, adapting the development of the impairment models (oneunder IFRS 9.

·EAD: is the amount of risk exposure at the date of default by the counterparty.
·PD: is the estimated probability that the counterparty will default on its principal and/or interest payment obligations.

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·LGD: is the estimate of the severity of the loss incurred in the event of non-compliance. It depends mainly on the updating of the collaterals associated with the operation and the future cash flows that are expected to be recovered.

The definition of default implemented by Grupo Supervielle for corporate customersthe purpose of calculating the impairment provision models is based on the requirements of IFRS 9, which considers that a “default” exists in relation to a specific customer/contract when at least one of the following circumstances exists: the entity considers that there are reasonable doubts about the payment of all its credit obligations or that the customer/contract is delinquent for more than 90 days with respect to any significant credit obligation.

Rebuttable presumption that the credit risk has increased significantly when payments are more than 30 days past due for commercial loans is used as an additional, but not primary, indicator of significant risk increase due to the credit evaluation complexity and one for individuals), which includeas a result of studies that show a low correlation of the significant risk increase with this past due threshold. In order to do so other information is taken into account as financial and economic capital required for our concentrationanalysis, repayment capacity, among others.

Assets with low credit risk and securitization risk.at the reporting date: Grupo Supervielle assesses the existence of significant risk increase in all its financial instruments.

 

For the estimation of the expected credit losses, the prospective information is taken into account. Specifically, Grupo Supervielle considers three prospective macroeconomic scenarios, which are updated periodically, for a time horizon of 12 months. Grupo Supervielle considers the following variables for estimating expected credit losses on the different scenarios:

ParameterSegmentMacroeconomic Indicator
Probability of DefaultRetailReal Wage
CorporateInterest Rate
Consumer FinanceMonthly Economic Activiy Estimator
Loss Given DefaultRetailPrivate sector real wage

Country Risk Management

Country risk arises from losses in investments or loans to individuals, corporations or governments, due to adverse changes in a foreign country’s economic, political or social environment. The risk is present in loans granted to non-residents, loans in which the borrower’s or its guarantor’s solvency is significantly tied to the another country’s circumstances, investments made abroad and contracts with foreign service providers.

We believe that the Bank has an adequate framework in place to manage this risk, given the complexity of its operations and its exposure to country risk. The Bank has no significant exposure to country risk except for credit lines with correspondents and international factoring. Country risk is a special consideration when granting credit lines and is analyzed on a case by case basis.

We have a Credit House Limit committee which is composed of at least three members of our Board of Directors, one of whom is the Chairman of the Board. The CEO of the Bank, the Chief Credit Risk Officer (“CCRO”CCO”) and the Bank’s heads of Retail Banking and/or Corporate Banking and/or Global Markets, are also members. The CCRO acts as chairman of the committee.

The Credit House Limit Committee is the highest authority in our and our subsidiaries’ credit risk decision-making structure with respect to assessing situations in which any credit approval limit is exceeded.

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Banco Supervielle S.A.

The Bank’s Board of Directors sets its credit policy and risk limits, with information from its risk department and the various commercial banking units and in compliance with Central Bank regulations. The credit policy is aimed at taking advantage of business opportunities within the scope and terms of the Bank’s business action plan, while maintaining prudent levels of exposure to counterparty risk. The Bank’s credit policy focuses on companies and individuals of all segments,, with a special focus on small businesses, entrepreneurs and SMEs.

The pillars of the Bank’s credit policy include:

·maintaining independence between the risk management function and the business and management team;
·maintaining a highly professional corporate structure around risk management;
·keeping the Board of Directors and senior management involved in risk management decision-making;
·ensuring that risks are consistent with the risk appetite framework and subject to ongoing monitoring; and
·propose limits for credit risk tolerance to be approved by the Board of Directors.

·                  maintaining independence between the risk management function and the business and management team;

·                  maintaining a highly professional corporate structure around risk management;

·                  keeping the Board of Directors and senior management involved in risk management decision-making;

·                  ensuring that risks are consistent with the risk appetite framework and subject to ongoing monitoring; and

·                  propose limits for credit risk tolerance to be approved by the Board of Directors.

Credit Application Process

The credit approval process is designed to facilitate an accurate risks analysis, expedient decisions and complete support information.

Potential customers are interviewed and asked to submit documentation to efficiently evaluate risk. The risk area performs a risk evaluation using computer software and issues an opinion on the requested assistance. If credit assistance is deemed feasible, the customer’s application is submitted for approval at the appropriate level, pursuant to credit authority guidelines and depending on the facility amount requested, the term and security.

Applications by prospective retail customers are analyzed using an electronic application. Prospective corporate customers are evaluated on a case-by-case basis. There are no pre-approved lines of credit, except for individuals who may obtain a pre-approved line of credit based on their maximum debt burden ratio.

Credit Monitoring and Review Process

It is the Bank’s policy to continually track and monitor risk in order to anticipate or foreseeforesee changes in the macroeconomic environment and anomalies that may affect the course of customers’ activities and the repayment of loans. The Management and Credit Administration Department traces alert indicators for signals that may affect credit collection. Signals could be late payments of more than 30 days, alerts from credit bureaus, lawsuits from third parties, customers or suppliers and bounced checks. Action plans are in place to anticipate or mitigate potential nonperformance situations. The Credit and Risk Departments tracks alert indicators by:

·analyzing loan portfolio evolution;
·verifying compliance with credit regulatory requirements;
·reviewing the factoring portfolio on a daily basis by operation, maturity, concentration, direct and indirect risk;
·verifying and analyzing customer arrears;

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·detecting market alerts, customer behavior in the market and the financial system, lawsuits, etc.;
·proposing action plans;
·involving the Corporate Committee and the Small Enterprises Committee;
·reporting customer alerts to officials and managers; and
·establishing allowances for estimated loan losses.

·                  analyzing loan portfolio evolution;

·                  verifying compliance with credit regulatory requirements;

·                  reviewing the factoring portfolio on a daily basis by operation, maturity, concentration, direct and indirect risk;

·                  verifying and analyzing customer arrears;

·                  detecting market alerts, customer behavior in the market and the financial system, lawsuits, etc.;

·                  proposing action plans;

·                  involving the Corporate Forum and the Small Enterprises Forum;

·                  reporting customer alerts to officials and managers; and

·                  establishing allowances for estimated loan losses.

Credit Approval Process

The following chart describes the levels of approval for the different types of loans:

    Credit Approval Limit
(in millions of Pesos)
    Unsecured Secured
House Limit (Senior Committee + Board of Director’s Chairman) Total
Maximum Approval Limit
Credit Approval Senior Committee (Credit Manager + Commercial Coordinator Manager + CEO + Credit Coordinators + One Member of the Board of Directors) 300  300 
Committee Coordinating Officers Committee (Credit + Corporate Banking) 80  140 
Corporate Banking Regional Committee (Credit Manager or Credit Officers + Commercial Manager) 40  70 
Retail Financing Small Businesses (Retail Credit Manager + Commercial Manager) 25  35 
  Small Businesses (Retail Credit Manager or Credit Supervisors) 25  35 
  Retail Automatic credit analysis process 1.5   
  Retail Manual credit analysis process   10 
         

 

 

 

 

Credit Approval Limit
(in millions of Pesos)

 

 

 

 

Unsecured

 

Secured

House Limit (Senior Committee + Board of Director’s Chairman)

 

Total
Maximum Approval Limit

Credit Approval Committee Corporate Banking

 

Senior Committee (Credit Manager + Commercial Coordinator Manager + CEO + Credit Coordinators + One Member of the Board of Directors)

 

300

 

300

 

Coordinating Officers Committee (Credit + Corporate Banking)

 

80

 

140

 

Regional Committee (Credit Manager or Credit Officers + Commercial Manager)

 

40

 

70

Retail Financing

 

Small Businesses (Retail Credit Manager + Commercial Manager)

 

25

 

35

 

Small Businesses (Retail Credit Manager or Credit Supervisors)

 

25

 

35

 

Retail Automatic credit analysis process

 

1.5

 

 

Retail Manual credit analysis process

 

 

10

·The Risk Management Committee has the following responsibilities regarding credit policies:

·Approves credit retail policies and oversees correct implementation and compliance with such policies.
·Defines credit evaluation criteria, including the cut-off points concerning scoring models, minimum income levels required and others.
·Monitors the evolution of the credit portfolio.

·                  Approves credit retail policies and oversees correct implementation and compliance with such policies.

·                  Defines credit evaluation criteria, including the cut-off points concerning scoring models, minimum income levels required and others.

·                  Monitors the evolution of the credit portfolio.

Recovery Process

The Bank’s Recovery Area handles the collection of past due credits. Collections are handled by different units for individual and corporate customers.

With respect to individual customers, the Recovery Area begins a collection process when credits become past due by three days. The recovery team issues automatic notice actions from the 3rd to the 7th8th past due days in order to warn the customers. After this period, the collection of the overdue credit is handled by a third-party collection agency. After 90150 days, the Recovery Area determines whether the past due credit should be sent to a different collection agency or it made subject to legal proceedings.

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In the case of corporate customers,clients and SMEs, payment defaults are analyzed on a case-by-case basis, taking into consideration the size of the loan amount and the number of days in arrears, among other factors. However, generally, pastThe Early Delinquency area of the Recovery Management once a week monitors clients overdue more than 15 days. As the delay progresses, the members of that team assist the commercial officers and join the direct management of the case for its solution: structuring, extension of terms, refinancing with the aim of improving the debt profile and obtaining better guarantees. If the SMEs and corporate clients’ obligatios have been due creditsfor more than 90 days, or if they request their Extrajudicial Preventive Agreement, Bankruptcy or reorganization process (Concurso Preventivo) or there are indications of corporate customersinsolvency, they enter under the collection process after 90 days. For financial leasing customers,orbit of the collection process begins afterdirect management of the Recovery team that determines whether to treat the case internally or refer ir to a credit is past due by 60 days.law firm. The Recovery Department may engagecan participate in extra-judicialout-of-court and judicial settlement negotiations and approve debtor payment proposals by debtors ofin amounts for up to Ps.1Ps. 10 million. Likewise, the Recovery Department meets in forums with the commercial areas to review the totality of cases overdue for more than 30 days. In the case of SME the forums are biweekly and in the case of corporate clients they are monthly. In these forums, the commercial, credit, or recovery areas can present proposals to the Coordinating Committee on how to deal with loan defaults that are beyond their reach.

This process allows the Recovery Department to manage risk earlier and also take steps such as refinancing a loan, reducing interest, or improving a guarantee.

The Corporate ForumCommittee meets every month to review the past due credits after 35 days, while the Retail SME ForumCommittee meets biweekly to review the outstanding dues after 15 days. This process allows the Corporate Recovery department to manage risk earlier, and also to take actions such as refinancing a loan, reducing the interest or using a guarantee.

The Corporate and Retail SME Forum,Committee, jointly with the Corporate Recovery department, can submit proposals to the Coordinating Officers Committee on how to address loan defaults that are outside their scope.

CCF and Tarjeta

To evaluate a prospective customer and detect possible fraud, CCF and Tarjeta maintaincarried out a centralized credit analysisreengineering of the application assessment process for issuing credit cardsto update its processes and granting personal loans.assessment systems. This reengineering allowed CCF and Tarjeta use an Experian decision engine, which combines automatic evaluation processes (including scorecards,a faster and more flexible implementation of its credit policy. The assessment process continues to be centralized and seeks to automatize and streamline most controls using information available from credit bureaus (such as Equifax), negative file, maximum exposure, installment or,Central de Deudores (“Debtors Central”).

However, the management of credit policies was included in the Integral Risk Committee, securing a more encompassing view of the assessment of said policies.

Since late 2018 changes were implemented to income ratiosthe origination and line assignment) with digitalized documentation controls performedcross selling policies intended to improve credit portfolio and guarantee loan repayment capacity in all segments, particularly those more exposed to the macroeconomic context’s uncertainty. In addition, the internal behavior scoring model used in cross selling activities was improved and updated, and an improved model is being developed for the evaluation of leads and customers without the required length of bank-customer relationship.

Income prediction models provided by credit bureaus were added to the underwriting team. This process also features different parameters for determining exposureexisting processes, thus improving the repayment capacity assessment and maximum risk per applicant, including pointlimiting customer indebtedness.

Taking into account the increase of sale, channel, product, incorporation process, risk level, among others.the nonperforming portfolio ratio during 2018, a thorough review was conducted and changes were implemented in strategies and collection teams so as to offer adequate assistance to nonperforming customers. Statistical tools were added to set collection management priorities, introducing data enrichment processes and improving collection agencies’ allocation and control tools.

As a result of all those changes and adjustments in credit and collection processes, indicators of early non-performing loans and non-performing portfolios stabilized during the second half of 2019.

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In addition, each branch is categorized by risk level based on its portfolio’s behavior trends per score range. A cut off by level is determined accordingly. These classifications are updated and validated regularly to ensure their accuracy.

CCF and Tarjeta periodically perform a risk analysis of their entire respective customer bases, evaluating payment behavior and exposure level, and using this information to offer better credit options for existing services and new products and services.

Collection efforts are managed internally at the early stages of delinquency and are tailored to each customer’s risk level and behavior. CCF and Tarjeta conduct collection actions using an Avaya predictive dialer and applying different communication channels such as call centers, virtual messaging, SMS, letters and telegrams. After 180 days past due, collection efforts are outsourced to third-party collection agencies.

Information Technology and Operations

During 2017,2019, the InformationCorporate Technology and Operations Department was restructured to boost existing capacity, and adaptManagement of the functionsBank continued adapting its functional scheme to its strategy.

A three-year strategic plan was developed, based on three pillars: adapting our information technology to our strategicstrategy, in line with the business, projects, developingand enhancing the existing capacity.

The area’s strategic planning was updated, with a three-year plan, incorporating digital capacities as a way to achieve an external differentiation and consolidate the Banks’s positioning in the domestic market. The guidelines of the Corporate Management of Technology and Operations result from the strategic lines defined by the business. Such guidelines include the evolution of technology and systems (through evolution of their technological capabilitiesarchitecture to ensure an efficient processing model with adequately managed and contained technological risks), acceleration of the digital transformation (implementing the capacities required to build a new digital business); excellence in operational processes (putting up a technological operational model based on the improvement opportunitiesbest practices ensuring an efficient management of technological services and guidelines associatedsupporting the transformation of operational processes) and the search for a high performance organization (setting up a result oriented organization with clear cut roles and responsibilities and service vision).

This update on the strategic planning was done on the basis of two pillars: execution of plans related to business strategic projects (initiatives executed in line with the Bank’s strategy;strategies) and definingthe definition and executingexecution of strategic IT specific strategic plans whichthat pave the way for advancesthe evolution in areas such as technological infrastructure, applications, service operation, quality and governance.

The business’ strategic business projects that called for IT initiatives were grouped into the followingin 5 programs: Cash Management, Digital Banking, Service Model, Senior Citizens, Banking, Commercial Platform and Business Intelligence. Efficiency. Within these programs the following projects are worthy of mention: a technological solution was developed fore-cheque management, implementation continued of a new queue management solution, advance was made on Plan Sueldo onboarding programs and on the new scoring and offer system and a new tool was implemented for campaign management.

The strategic IT projects are grouped in five chapters: Applications, Quality, Technological Infrastructure, Service Operation and Security. They include the new reengineering of the entity’s batch process, launching of API for cards, individuals, signatures and powers of attorney, reengineering of ESB services, improvements in credit card app, migration of all terminals to Windows 10, improvements in networking and in data architecture and implementation of a new tool for application.

CCF

During 2017,2019, the Information Technology area of CCF, aligned with the corporate general strategy, worked on the exploration and implementation of new technologies to offer a competitive, innovative and flexible value proposition, and started transitioning to digital transformation, through the implementation of new platforms, apps and processes.

The creation of the Digital Strategy area, focused on onboarding and customer experience, was key for the consumer segment.

Thus, the “Mobile” app continued evolving, offering new capabilities that enhance experience, enabling new services and customer service models (100% digital).

Digital Transformation

In 2019, we have made significant progress on Digital Transformation. Increasingly, customers want and expect to engage with us anytime from anywhere. Our digital strategy is aimed at responding to that demand. We have a three-prongued approach:

·Transformation of core businesses (banking, consumer financing and insurance) to enhance customer experience, agility and efficiencies. For example, we recently launched a groundbreaking senior citizens app which addresses their transactional needs and launched a 100% digital onboarding platform for new customer acquisition.

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·Development of digital attackers to broaden access to financial services. This includes Invertir Online, our online broker, and a new digital brand to be launched in the coming months which will refocus our strategy in the consumer financing business and allow acquisition of multisegment clients with full digital financial services.
·Development of an ecosystem by building traffic from financial services into new spaces enhancing and deepening customer engagement.

In April 2019, the COO of the Bank fullywas appointed. The COO leads the Bank’s digital transformation, ensuring its adequate implementation organization-wide. Digital transformation involves the use of new working methodologies, new technologies and a strong cultural change within the organization. Agile methodologies are implemented in response to current needs, where the redesignwillingness to change and the prompt delivery of Individual Homebanking, Corporate Homebankingvalue are a competitive advantage. Under this methodology, independent and highly efficient work teams are formed with short turnaround times.

Digital Innovation Developments

The strong belief that Fintech capabilities have a direct impact on the “customer centric” culture boosted the creation of theFondo Corporativo de Capital Emprendedor (Fideicomiso Fintech Supervielle Mobile customer experience.I), which allows the Bank to partner with Fintech companies (digital solutions applied to finance) and Insurtech companies (digital solutions applied to insurance) which are within the strategic verticals of Grupo Supervielle. The Bank also fully adaptedgoal is double fold: to generate a financial profit from investments made and to create commercial synergies to add mutual value.

With the biometric identification systemvision to the provisions of ANSES Resolution No. 648. A Wi-Fi connectivity system was installed in many Service Centers, the Comprehensive Customer Platform was optimized as well as processes to improve customer experience, commercial users and economic benefits. The Bank’s IT and Operations Department also completed initiatives relating to our loan origination process (Entrepreneurs and SMEs), cash management plans, customer identification and referral at the Service Center level and other aspects of our business.

Projectscreate incremental business opportunities for the evolution of current capacities focused on the Bank’s strategy and the improvements resulting from the analysiscompanies of the operating model maturity, withportfolio and of Grupo Supervielle, four investments were made: 123Seguro, an online car insurance broker; Increase, a viewfinancial solutions platform for stores and businesses; Avancargo, a Company that uses technology to ensuring an efficient operating modelfacilitate cargo freight contracts to match demand and to positioning the IT area as Digital Bank enabler.

Centralized Operations

In 2017, important measures were adoptedsupply; and more recently, in furtherance of the Bank’s continued efforts to improve operating efficiencyJanuary 2020, Blended, a comprehensive school management platform for kinder, primary and service quality to internal and external customers, reduce expenditure and search for innovative processes, in compliance with local and international practices in an adequate internal control environment.

secondary levels.

The Bank consolidated the operations of the Identité Service Centers to render a focused service intended to improve customer satisfaction.

Transaction load and sales management processes were automated, eliminating manual processes and optimizing productivity and reducing expenses.

CCF

CCF has implemented improvements in its technological infrastructure in telecommunications, datacenter and end user devices, to improve the availability and performance of the services offered to the business.  In 2017, projects were developed and implemented to continue offering an agile, simple and cordial service, emphasizing statements via email, launching a mobile application for consultation of credit card status and making improvements in interactive voice response via phone in order to provide a better customer experience and expand self-management.

CCF’s initiatives for the short and medium term include projects relating to technological infrastructure, especially, improvements to increase perimeter security and updates of the call center platform.  At the same time, there is a plan to support the businesscontinues participating in the implementation of “Embozado en Tienda” (to produceArfintech fund together with another 7 local capital Banks and participates in investment rounds; the physical credit card plastic on the spot); the development of a new origination model, and to continue innovating the mobile application by adding more functionalities.

In 2017, CCF created the consumer IT unit aiming at a transformation of IT by introducing the concept of customer experience and generating a comprehensive vision of their needs.

Digital Innovation Unit

In 2016, we created the Digital Innovation Unit. We believe that ongoing technological evolutionArfintech fund portfolio already has given rise to a digital revolution which has had a profound impact10 companies in the financial system. Changes in customer preferences could result in profound changes in the banking industry in the future. Ourinsurance, payment, security, SMEs and blockchain segments.

Bolsillo Digital Innovation Unit aims at establishing a deep and dynamic research process for the creation of value for new generations and profiles of users. The Digital Innovation Unit participates in the development of new tools (products or services).SAU

We expect the future of financial services to be marked by a migration to a digital business model. The challenge for organizations is to optimize the technological innovation of traditional banking to attract new consumers of financial services, withWith the aim of creatingbroadening the bankportfolio of tomorrow today. During 2017, therefore, Banco Supervielle’sproduct and services offered by Grupo Supervielle, we have created Bolsillo Digital Innovation Team worked inS.A.U. This company is a fintech that belongs to the following servicescollecting payment’s industry. It will design, program and disruptive technologies:

Digital On Boarding: Customers are accustomed to accessing digital services to satisfy their needs and desire a consistent experience in their use. With this in mind, we worked on digital platform in Argentina to purchase financial products. With a redesigned and simplified process, starting from registration, the platform will allow users to become customers in only two steps and have immediate access to tailor-madedevelop products and services.

services related to the management and processing of payments, offering payment solutions to retail businesses and individuals. Mobile Corporate Banking: In pursuit of offering innovative digital technologiesPOS and mobile wallet will be the first products to our corporate customers, in 2018 webe launched during 2020. Commercial efforts will be directed, initially, to the Corporate Mobile application. This application supplementsCuyo Region where the omnichannel portfolio and offers quick and convenient access to all the functionalities and financial services that we offer.

Face Biometrics: We believe that technological advances in the financial system should not be detrimental to its security. Our Digital Innovation teamBank is dedicated to providing customers with simpler and more secure access to their financial services and information. In particular, we have begun developing  facial recognition capabilities in order to allow customers to access digital channels through biometric identification software.

New Cordial Compañia Financiera Application (Digital Acquisition Process):  We released a new versionone of the Mobile application for Walmartmain market players.

Bolsillo Digital will enrich Supervielle’s value proposition in those client segments, and Carta Automática customers, adding additional digital services, such as the acquisitionwill also seek to establish new sales alliances & partnerships with social, educational and public institutions based on possibilities and flexibility of new products.mobile payments and wallet platforms.

Competition

Competition

Retail Banking, Corporate Banking and Treasury

The Argentine financial system remains highly fragmented compared to the rest of Latin America.

In 1999,As of December 31, 2019, the Argentine financial system had 11678 financial entities. This number decreased to 100 in 2002 and 89 in 2005. As of December 31, 2017, this number decreased to 77,entities, of which 6263 were banks (1313 public and 4950 private). In terms of ownership, in 1999 Argentine and foreign entities each held 41.3% of the Argentine banks while the remaining 17.3% of the banks were held by the public sector. Asas of December 31, 2017,2019, while the participation of the public sector was 21.0%20.6%, the portion of banks controlled by Argentine entities represented 53.2%54.0% and the portion of banks controlled by foreign entities represented 25.8%25.4%.

 

In 1999, there were 17 financial companies, nine of which were controlled by Argentine entities and eight of which were controlled by foreign entities, and seven credit unions. As of December 31, 2017,2019, the number of financial companies was 14, five15, six of which were controlled by Argentine entities and nine of which were controlled by foreign entities, and only one credit union remained.

Digital Banking

In recent years, following the main global trends, digital banking begins to develop in Argentina. As of December 31, 2019, the main digital banks were: Wilobank, Brubank, Rebanking, Openbank, Naranja, Wenance and Ualá. The main features of each are outlined below:

(1). Wilobank offers credit cards even to unbanked people. It operates with a virtual card that will replace Mastercard Contactless. (2). Brubank offers savings accounts in Pesos and U.S. dollars and loans and transfers from an app. It uses contactless technology and allows purchases made with debit card to be paid in installments, allowing the partition of the expenses. (3). Rebanking aims at the lowest economic sectors with a corresponding banking offer. (4) Openbank, owned by the Santander Group, offers savings accounts, credit cards, loans and facilitates investments. In Spain it already has more than one million customers. (5). Naranja, owned by Banco Galicia, has more than 1 million of digital users. This company developed an app that enables merchants and professionals billing by using a dongle. (6). Wenance has two platforms: one for people who are in remote areas (not near branches) and the other one is aimed at unbanked people, enabling them to operate through the mobile phone. (6). Ualá is associated with the prepaid MasterCard and allows people to pay for services and bill payment service by scanning a barcode from the mobile phone.

Competitive Framework

We were one of the top 10 private banks in the Argentine financial system with respect to loans, deposits, assets and equity as of December 31, 2017,2019, as presented in the following tables:tables (figures are expressed in original currency and not adjusted for inflation):

  As of December 31, 2019 
  Total Assets 
  (in millions of Pesos)  Share of Total (%) 
Banco Santander Río S.A.  621,110.3   15.2%
Banco de Galicia y Buenos Aires S.A.  596,094.4   14.6%
BBVA Banco Francés S.A.  431,493.2   10.6%
Banco Macro S.A.  425,324.1   10.4%
HSBC Bank Argentina S.A.  298,800.6   7.3%
Credicoop Cooperativo Limitado  232,241.3   5.7%
ICBC S.A.  224,501.6   5.5%
Citibank N.A.  189,245.0   4.6%
Banco Patagonia S.A.  188,176.2   4.6%
Banco Supervielle S.A.  138,034.4   3.4%
Nuevo Santa Fe  93,537.2   2.3%
Banco Hipotecario S.A.  83,065.1   2.0%
Itau Argentina  80,362.2   2.0%
Others  486,876.9   11.9%
Total Private Banks  4,088,862.5     

Source: Central Bank

84

 

 

As of December 31, 2017

 

 As of December 31, 2019 

 

Total Assets

 

 Total Loans 

 

(in millions of Pesos)

 

Share of Total (%)

 

 (in millions of Pesos) Share of Total (%) 
Banco de Galicia y Buenos Aires S.A.  302,307.5   18.3%

Banco Santander Río S.A.

 

332,926.8

 

16.1

%

  266,431.1   16.1%

Banco de Galicia y Buenos Aires S.A.

 

299,710.8

 

14.5

%

Banco Macro S.A.(1)

 

225,514.8

 

10.9

%

  218,772.0   13.3%

BBVA Banco Francés S.A.

 

221,165.6

 

10.7

%

  184,200.4   11.2%

HSBC Bank Argentina S.A.

 

126,371.1

 

6.1

%

  107,099.7   6.5%

ICBC S.A.

 

109,628.0

 

5.3

%

  94,123.4   5.7%
Banco Patagonia S.A.  83,241.0   5.0%
Banco Supervielle S.A.  78,851.4   4.8%
Itau Argentina S.A.  40,261.6   2.4%
Banco Hipotecario S.A.  39,013.4   2.4%

Credicoop Cooperativo Limitado

 

103,839.4

 

5.0

%

  37,665.6   2.3%

Banco Patagonia S.A.

 

93,718.0

 

4.5

%

Banco Supervielle SA

 

88,808.8

 

4.3

%

Citibank N.A.

 

69,785.2

 

3.4

%

  33,115.8   2.0%

Banco Hipotecario S.A.

 

58,974.8

 

2.8

%

Nuevo Santa Fe

 

49,222.0

 

2.4

%

  32,975.1   2.0%

Itau Argentina

 

45,215.7

 

2.2

%

Comafi

 

29,526.4

 

1.4

%

Banco de San Juan S.A.

 

27,686.0

 

1.3

%

Others

 

190,447.7

 

9.2

%

  132,849.7   8.0%

Total Private Banks

 

2,072,541.1

 

 

 

  1,650,907.7     

 Source: Central Bank

 

As of December 31, 2017

 

 As of December 31, 2019 

 

Total Loans

 

 Total Deposits 

 

(in millions of Pesos)

 

Share of Total (%)

 

 (in millions of Pesos)  Share of total (%) 

Banco Santander Río S.A.

 

166,220.7

 

15.5

%

  474,903.3   17.2%

Banco de Galicia y Buenos Aires S.A.

 

158,817.4

 

14.8

%

  397,839.6   14.4%

Banco Macro S.A.(1)

 

132,952.4

 

12.4

%

BBVA Banco Francés S.A.

 

123,705.6

 

11.5

%

  293,411.8   10.6%
Banco Macro S.A.  262,383.5   9.5%

HSBC Bank Argentina S.A.

 

65,921.2

 

6.2

%

  219,362.3   7.9%
Credicoop Cooperativo Limitado  184,876.4   6.7%

ICBC S.A.

 

60,661.0

 

5.7

%

  128,485.1   4.6%
Citibank N.A.  119,830.1   4.3%

Banco Patagonia S.A.

 

56,337.7

 

5.3

%

  119,535.4   4.3%

Banco Supervielle SA

 

50,776.8

 

4.7

%

Credicoop Cooperativo Limitado

 

46,379.3

 

4.3

%

Banco Hipotecario S.A.

 

31,909.0

 

3.0

%

Banco Supervielle S.A.  89,737.1   3.2%

Nuevo Santa Fe

 

27,526.8

 

2.6

%

  69,869.9   2.5%

Citibank N.A.

 

26,457.1

 

2.5

%

Itau Argentina

 

22,895.6

 

2.1

%

  48,359.3   1.7%

Banco Comafi S.A.

 

16,486.1

 

1.5

%

  44,226.1   1.6%

Nuevo Banco de entre Rios S.A.

 

11,853.4

 

1.1

%

Otros

 

72,909.7

 

6.8

%

Others  310,825.5   11.2%
Banco Santander Río S.A.  474,903.3   17.2%

Total Private Banks

 

1,071,809.8

 

 

 

  2,763,645.4     

 

 

As of December 31, 2017

 

 

 

Total Deposits

 

 

 

(in millions of Pesos)

 

Share of total (%)

 

Banco Santander Río S.A.

 

234,037.3

 

17.0

%

Banco de Galicia y Buenos Aires S.A.

 

200,884.4

 

14.6

%

BBVA Banco Francés S.A.

 

153,962.7

 

11.2

%

Banco Macro S.A.(1)

 

143,636.5

 

10.4

%

Credicoop Cooperativo Limitado

 

89,049.7

 

6.5

%

HSBC Bank Argentina S.A.

 

85,860.2

 

6.2

%

Banco Patagonia S.A.

 

68,685.4

 

5.0

%

ICBC S.A.

 

64,952.7

 

4.7

%

Banco Supervielle SA

 

60,057.4

 

4.4

%

Nuevo Santa Fe

 

36,163.5

 

2.6

%

Citibank N.A.

 

33,928.6

 

2.5

%

Itau Argentina

 

29,903.1

 

2.2

%

Banco Hipotecario S.A.

 

21,006.3

 

1.5

%

Banco de Santiago del Estero S.A.

 

20,891.1

 

1.5

%

Nuevo Banco de entre Rios S.A.

 

20,889.5

 

1.5

%

Otros

 

110,976.4

 

8.1

%

Total Private Banks

 

1,374,884.8

 

 

 


Source: Central Bank.

(1)         Includes Banco del Tucumán S.A.

(2)         Includes 33 private banks with assets below Ps.27 billion, as of December 31, 2017.

When consolidated with CCF, we were one of the top five private banks in the Argentine financial system with respect to personal loans as of December 31, 2017,2019, as presented in the following table:table (figures are expressed in original currency and not adjusted for inflation):

85 

 

 

 

As of December 31, 2017

 

 

 

Personal Loans

 

 

 

(in millions of Pesos)

 

Share of total (%)

 

Banco Macro S.A.(1)

 

47,376.7

 

22.4

%

Banco Santander Río S.A.

 

29,382.2

 

13.9

%

Banco de Galicia y Buenos Aires S.A.(2)

 

22,288.7

 

10.5

%

BBVA Banco Francés S.A.

 

16,318.5

 

7.7

%

Banco Supervielle SA(3)4)

 

14,579.4

 

6.9

%

Nuevo Banco de Santa Fe

 

9,686.9

 

4.6

%

Banco Patagonia S.A.

 

8,731.1

 

4.1

%

HSBC Bank Argentina S.A.

 

7,087.3

 

3.4

%

Banco Hipotecario S.A.

 

6,262.2

 

3.0

%

ICBC S.A.

 

5,907.1

 

2.8

%

Nuevo Banco de Entre Rios

 

5,493.2

 

2.6

%

Others

 

38,316.8

 

18.1

%

Financial Private System

 

211,430.2

 

 

 

  As of December 31, 2019 
  Personal Loans 
  (in millions of Pesos)  Share of total (%) 
Banco Macro S.A  55,586.5   23.2%
Banco Santander Río S.A.  26,564.9   11.1%
Banco de Galicia y Buenos Aires S.A.U.  22,281.1   9.3%
BBVA Banco Francés S.A.  19,969.3   8.3%
Banco Supervielle S.A.(1)  16,844.5   7.0%
Nuevo Banco de Santa Fe  13,781.9   5.8%
Banco Patagonia S.A.  8,388.8   3.5%
Nuevo Banco de Entre Rios  7,259.4   3.0%
Banco Hipotecario S.A.  6,305.4   2.6%
ICBC S.A.  5,644.8   2.4%
HSBC Bank Argentina S.A.  5,464.5   2.3%
Otros  51,470.9   21.5%
Financial Private System  239,562.0     

 


Source: Central Bank.

(1)         Includes Banco del Tucumán S.A.

(2)         Consolidated with Compañía Financiera Argentina S.A.

(3)         Does not include securitized personal loan portfolio

(4)         Consolidated with CCF.

(1)Consolidated with CCF.

We were one of the top five private banks in the Argentine financial system with respect to leasing, as presented in the following table as of December 31, 2017:2019 (figures are expressed in original currency and not adjusted for inflation):

  As of December 31, 2019 
  Leasing 
  (in millions of Pesos)  Share of total (%) 
Banco Comafi S.A.  3,972.4   24.7%
Banco Supervielle SA  3,186.7   19.9%
Banco de Galicia y Buenos Aires S.A.  2,332.2   14.5%
BBVA Banco Francés S.A.  1,660.2   10.3%
HSBC Bank Argentina S.A.  1,191.9   7.4%
ICBC S.A.  610.7   3.8%
Credicoop Cooperativo Limitado  521.4   3.2%
Banco Patagonia S.A.  509.1   3.2%
Banco Santander Río S.A.  479.9   3.0%
Citibank N.A.  352.0   2.2%
Others  5,209.2   32.4%
Total Private Banks  16,053.3     

 

 

As of December 31, 2017

 

 

 

Leasing

 

 

 

(in millions of Pesos)

 

Share of total (%)

 

Banco Supervielle SA

 

2,519.20

 

15.2

%

Banco Comafi S.A.

 

2,293.20

 

13.8

%

BBVA Banco Francés S.A.

 

2,273.80

 

13.7

%

Banco de Galicia y Buenos Aires S.A.

 

1,872.60

 

11.3

%

HSBC Bank Argentina S.A.

 

1,363.0

 

8.2

%

Banco Patagonia S.A.

 

1,361.70

 

8.2

%

Credicoop Cooperativo Limitado

 

919.7

 

5.5

%

Banco Santander Río S.A.

 

903.2

 

5.4

%

ICBC S.A.

 

852.5

 

5.1

%

Citibank N.A.

 

766.5

 

4.6

%

Others

 

1,488.9

 

9.0

%

Total Private Banks

 

16,614.3

 

 

 


Source: Central Bank

(1)         Does not include securitized leasing portfolio.

The Bank, when consolidated with CCF, ranked firstsecond among private banks in the Argentine financial system with respect to MasterCard active accounts as of December 31, 20172019 as presented in the following table:

     As of December 31, 2019 
     MasterCard active accounts with billing statement 
 1  Banco de Galicia y Buenos Aires S.A  10.3%
 2  Banco Supervielle S.A.(1)  9.3%
 3  BBVA Banco Francés S.A.  8.2%
 4  Banco Macro S.A.  6.0%
 5  Banco Patagonia S.A  5.7%
 6  HSBC Bank Argentina S.A.  4.8%
 7  Industrial and Commercial Bank of China (Argentina) S.A.  3.6%
 8  Banco Itaú Argentina S.A  1.9%
 9  Banco Columbia S.A.  1.9%
 10  Banco Comafi S.A.  1.2%

 

 

 

 

 

As of December 31, 2017

 

 

 

 

 

MasterCard active accounts with billing statement

 

1

 

Banco Supervielle S.A.(1)

 

9.8

%

2

 

Banco de Galicia y Buenos Aires S.A

 

8.0

%

3

 

Banco Macro S.A.

 

6.9

%

4

 

BBVA Banco Francés S.A.

 

6.9

%

5

 

HSBC Bank Argentina S.A.

 

5.7

%

6

 

Banco Patagonia S.A

 

4.3

%

7

 

Industrial and Commercial Bank of China (Argentina) S.A.

 

3.5

%

8

 

Banco Itaú Argentina S.A

 

2.9

%

9

 

Banco Columbia S.A.

 

2.4

%

10

 

Banco Comafi S.A.

 

1.2

%


Source: First Data Cono Sur S.R.L.

(1)         Consolidated with CCF.

Until our IPO in May 2016, the Bank ranked first among private banks in the Argentine financial system with respect to the origination of all bank asset securitization in the Argentine market. Since the IPO we significantly reduced the number of our own securitizations.  The Bank’s market share as of the periods indicated, are shown in the following table:

 

 

As of December 31, 2017

 

 

 

Bank asset securitization

 

 

 

(in millions of Pesos)

 

Share of total (%)

 

Banco Sáenz S.A.

 

169

 

4.4

%

Banco Supervielle S.A

 

736

 

19.1

%

Banco BICA S.A

 

1,406

 

36.4

%

BST S.A.

 

975

 

25.2

%

Banco Comafi S.A

 

573

 

14.8

%

Total

 

3,862

 

100.0

%

Source: Company estimates based on data from the CNV.

We were one of the top ten companies in the Argentine capital markets with respect to the origination of total asset securitizations as of the periods indicated, as shown in the following table:

 

 

As of December 31, 2017

 

 

 

Total Securitizations

 

 

 

(in millions of Pesos)

 

Share of total (%)

 

Grupo Electrónica Megatone

 

8,762

 

17.7

%

Grupo Garbarino

 

4,578

 

9.3

%

Grupo Frávega

 

4,283

 

8.7

%

Grupo Carsa

 

4,253

 

8.6

%

Grupo Supervielle

 

2,534

 

5.1

%

Grupo Cencosud

 

2,270

 

4.6

%

Vicentín S.A.I.C.

 

2,177

 

4.4

%

Ribeiro S.A.C.I.F.A. e l.

 

1,790

 

3.6

%

CMR Falabella S.A.

 

1,641

 

3.3

%

Grupo Comafi

 

1,640

 

3.3

%

Source: Company estimates based on data from the CNV.

(1)Consolidated with CCF.

The Bank faces a high degree of competition in virtually all core financial products with respect to pricing (interest rate or fee) and term. The Bank’s strategy in the face of this competition is to maintain aggressive business policies, differentiate itself with respect to product offering and customer service, and redesign processes for greater sales productivity.

Notwithstanding this competitive challenge, our strategy for growth, both organic and through acquisitions, has resulted in an 133.4%%an increase in our financial system market share (excluding public banks) since 2005 according to the Central Bank. Throughout this period, we gained some of the market share lost by several of our larger competitors.

The following graph shows the Bank’s loan market share on a consolidated basis since 2001.

Source: Central Bank.

Taking into consideration total loan portfolio and receivables from financial leases portfolio, total loans and leasing market share was 5.1%5.0% as of December 31, 2017.2019.

The graph below shows a comparison of the Bank’s loan portfolio CAGR as of December 31, 2019 compared to the average loan portfolio CAGR of Argentine private Banks and the private financial system (excluding public banks).


 

Source: Central Bank. Figures are expressed inPesos in original currency and not adjusted for inflation.

The graph below shows a comparison of the Bank’s loan portfolio growth compared to the average loan portfolio growth of the Argentine financial system.

 

Source: Central Bank. Figures are expressed inPesos in original currency and not adjusted for inflation.

Consumer Financing

CCF offers its products primarily to the middle and lower-middle-incomelower middle income sectors. CCF’s main competitors can be divided into two groups: (1) those that are not subject to Central Bank oversight such as Provencred, Tarjeta Naranja, Tarjetas Cuyanas Credial and Tarjeta ShoppingCredial and (2) those that are subject to Central Bank oversight such as Compañía Financiera Argentina and BST CrediLogros.Banco Columbia.

88 

 

With respect to its Walmart Argentina private label credit card, CCF’s primary competitors in terms of the types of products offered are Tarjeta MásCENCOSUD (issued at Jumbo and Easy and used in Jumbo, Easy, Disco, Vea and Blaisten), Tarjeta Carrefour (issued and used exclusively at Carrefour) and Tarjeta Coto (issued and used exclusively at Coto). However, unlike its competitors, CCF was the first to also issue an open MasterCard credit card, allowing CCF to operatetherefore operating in the banking and retail sectors. Currently, Tarjeta MásCENCOSUD is the only other competitor with a similar strategy. In addition, CCF is the sole provider of in-storein store personal cash loans and consumer loans that may be granted and used immediately at the retail stores.

Tarjeta’s competitors vary in terms of region and type of product. Competitors in the lending space include Compañía Financiera Argentina, BST CrediLogros, Banco Columbia, Credil, Corefin and Empresur. In terms of the credit card space, Tarjeta’s main competitor is Tarjeta Naranja, followed by regional competitors. 

MILA is a financial company focused on car financing solutions that had been providing products in the Argentine market for almost 14 years. MILA’s main competitors can be divide into two groups: (1) those that are banks or financial companies such as NevadaSantander, ICBC, BBVA, MG Group and Credimas.

With respectHSBC and (2) those that are financial institutions owned by car manufacturers such as Renault Credit, Fiat Credito and Peugeot Finance. MILA’s main product is car loan with pledge that helps to maintain a low risk level portfolio. Currently MILA is ranked as one of the products offered through the Hipertehuelche channel, even though there are no financial companies dedicated solely to the construction sector, CCF’s competitors include CETELEM, Cuota sí (CFA), DIRECTO and Cuota YA. However, these competitors do not operatetop five players in the Patagonia region where Hipertehuelche operates,new car financing market with 3.0% market share and are competitors onlyachieved the fifth position in the used car financing market with respect4.9% market share (source ACARA, December 2019). Regarding its distribution channel, MILA sells its products through 393 active dealers that allow the company to have presence in the types of products offered.whole country.

Mutual Funds

With respect to the mutual fund market, based on third party sourcesthe Chamber of Mutual Funds information we estimate our market share is 2.63%was 2.12% as of December 31, 2019, and that SAM is ranked thirteentheightteenth out of 4352 managers in the industry. Our main competitors are Galicia Administradora de Fondos S.A.S.G.F.C.I., Macro Fondos S.G.F.C.I.S.A., ICBC Investments S.A.S.G.F.C.I., Francés Administradora de Inversiones S.A.G.F.C.I., Itaú Asset Management S.A.S.G.F.C.I., HSBC Administradora de Inversiones S.A.S.G.F.C.I., BNP Paribas Asset Management Arg S.A.S.G.F.C.I. and Santander Río Asset Management G.F.C.I.S.A.

Online trading broker

According to BYMA information,InvertirOnline ranked 3 out of 205 broker With respect to theInvertirOnline operations, according to BYMA, as of December 31, 2019, our equity trading volume market share was 3.3% andInvertirOnline was ranked 8 out of 235 brokers.

Argentine Banking Regulation

Overview

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 FIL. 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 FIL, 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 different technical ratios that must be observed by financial entities with respect to levels of solvency, liquidity, the maximum credits that may be granted per customer and foreign exchange asset and liability positions.

In addition, financial entities need authorization from the Central Bank for the disposition of their assets, 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 the supervisor of the financial system, the Central Bank requires financial institutions to submit information on a daily, monthly, quarterly, semiannual 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 for the financial institution to continue to operate.

Banking Regulation and Supervision

Central Bank Supervision

Since September 1994, the Central Bank has supervised the Argentine financial institutions on a consolidated basis. Such institutions must file periodic consolidated financial statements that reflect the operations of headquarters,head offices or parent companies, as well as those of their branches in Argentina and abroad, and 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 FIL governs any individuals and entities that serve asperform habitual financial intermediariesintermediation 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 law or by regulations of the Central Bank, the activities that may be carried out by Argentine financial entities are set forth in the FIL and by related Central Bank regulations. Commercial banks are allowed to perform any and all financial activities to the extentinasmuch 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 FIL 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 regulations) to the extent that the commercial bank’s interest in such companies does not exceed 12.5% of its voting stock or 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 referred authority,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 Boardboard of Directors’directors’ meeting, or (ii) the Central Bank does not authorize the acquisition.

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Furthermore, in respectaccording to the rules regarding “Complementary Services of supplementary services, pursuant to Communication “A” 5700,the Financial Entities and Allowed Activities”, as amended, by Communication “A” 6241 and “A” 6342 issued on May 16 and October 13, 2017, respectively, 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 Communication “A” 5700 as amended by Communication “A” 6342, 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. IfThe financial entities shall give notice to the Superintendency if the corporate purposes of such companies include twoany of the corporate purposes listed in section 2.2 of Communication “A” 5700, the authorization of the Central Bank is required.that rule.

Under Central Bank regulations, the total amount of the investments of a commercial bank in the capital stock of third parties, including interests in Argentine mutual investment funds, may not exceed 50% of such bank’s regulatory capital (Responsabilidad Patrimonial Computable, or “RPC”). In addition, the total amount of a commercial bank’s investments in the following, taken as a whole: (i) unlisted stock, excluding interests in companies that provide services that are supplementary to the finance business and interests in state-owned companies that provide public services, (ii) listed stock and interests in mutual funds that do not give rise to minimum capital requirements on the basis of market risk, and (iii) listed stock that does not have a “largely publicly available market price,” is limited to 15% of such bank’s RPC. To this effect, a given stock’s market price is considered to be “largely publicly available” when daily quotations of significant transactions are available, and the sale of such stock held by the bank would not significantly affect the stock’s quotation.

Operations and Activities that Banks Are Not Permitted to Perform

Section 28 of the FIL prohibits commercial banks from: (a) creating liens on their own assets without prior approval from the Central Bank, (b) accepting their own shares as collateral, (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 financial activities under Central Bank regulations. 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.

Liquidity and Solvency Requirements

Legal Reserve

According FIL rules andAs of 1994, the Central Bank regulations,supervision of financial institutions is carried out on a consolidated basis. Therefore, all the documentation and information filed with the Central Bank, including financial statements, must show the operations of each entity’s headquarters and all of its branches (in Argentina and abroad), the operations of significant subsidiaries and, as the case may be, of other companies in which such entity holds stock. Accordingly, all requirements relating to liquidity, minimum capital, risk concentration and bad debts’ reserves, among others, are calculated on a consolidated basis.

Legal Reserve

Pursuant to the FIL, we are required to maintain a Legal Reservelegal reserve to be funded with no more than 20% and no less than 10% of their yearly income. Notwithstanding the aforementioned, 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 such 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. For further information, please see Item“Item 5. Operating and Financial Review and Prospects—Prospects–Item 5.A Operating Results.Results.

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%.

Non-liquid assets consist of miscellaneous assets and receivables, bank property and equipment, assets securing obligations, except for swap,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.

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Unless otherwise indicated, the regulations described in this section should be applied to financial information of the banks calculated in accordance with Central Bank rules. IFRS differs in certain significant respects from Central Bank rules.

Minimum Capital Requirements

The Central Bank requires financial institutions to maintain minimum capital amounts measured as of each month’s closing. The minimum capital is defined as the greater of (i) the basic minimum capital requirement, which is explained below, or (ii) the sum of the credit risk, operational risk and market risk. Financial institutions (including their domestic Argentine and international branches) must comply with the minimum capital requirements both on an individual and a consolidated basis.

 

The following table sets forth information regarding excess capital and selected capital and liquidity ratios of the Bank, consolidated with CCF:

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

(in thousands of Pesos, except percentages and ratios)

 

Calculation of excess capital:

 

 

 

 

 

 

 

Allocated to assets at risk

 

4,710,391

 

3,178,270

 

2,082,489

 

Allocated to Bank premises and equipment, intangible assets and equity investment assets

 

191,549

 

172,154

 

102,252

 

Market risk

 

121,155

 

45,385

 

30,741

 

Interest rate risk

 

 

 

 

Public sector and securities in investment account

 

131,109

 

78,472

 

16,739

 

Operational risk

 

1,016,501

 

713,227

 

512,948

 

Required minimum capital under Central Bank regulations

 

6,170,705

 

4,187,508

 

2,745,169

 

Basic net worth

 

9,903,099

 

5,706,639

 

2,597,534

 

Complementary net worth

 

913,256

 

778,885

 

662,679

 

Deductions

 

(386,192

)

(338,671

)

(291,653

)

Total capital under Central Bank regulations

 

10,430,163

 

6,146,853

 

2,968,560

 

Excess capital

 

4,259,458

 

1,959,345

 

223,391

 

 

 

 

 

 

 

 

 

Selected capital and liquidity ratios:

 

 

 

 

 

 

 

Regulatory capital/risk weighted assets(1)

 

13.9

%

12.5

%

8.7

%

Average shareholders’ equity as a percentage of average total assets

 

10.5

%

11.2

%

9.5

%

Total liabilities as a multiple of total shareholders’ equity

 

8.2x

 

7.8x

 

10.9x

 

Cash as a percentage of total deposits

 

18.2

%

22.6

%

28.5

%

Liquid assets as a percentage of total deposits

 

42.4

%

26.6

%

31.2

%

Tier 1 Capital / Risk weighted assets

 

12.6

%

10.9

%

6.7

%


(1)         Risk Weighted Assets includes operational risk weighted assets, market risk weighted assets,As stated above under “Presentation of Financial and credit risk weighted assets. Operational risk weighted assetsOther Information”, we have prepared our audited consolidated financial statements for 2019, 2018 and market risk weighted assets are calculated by multiplying their respective required minimum2017 under IFRS. Minimum capital underrequirement has been prepared in accordance with the rules of the Argentine Central Bank, regulations by 12.5. Credit Risk Weighted Assetswhich is calculated by applying the respective credit risk weightsnot comparable to our assets, following Central Bank regulations.data prepared under IFRS.

 

  Year ended December 31,(2) 
  2019  2018  2017 
  (in thousands of Pesos except percentages and ratios) 
Calculation of excess capital:            
Allocated to assets at risk  7,164,842   6,090,341   4,710,391 
Allocated to Bank premises and equipment, intangible assets and equity investment assets  826,133   370,233   191,549 
Market risk  251,739   301,724   121,155 
Interest rate risk         
Public sector and securities in investment account  11,472   96,882   131,109 
Operational risk  2,349,952   1,486,516   1,016,501 
Required minimum capital under Central Bank rules  10,604,138   8,345,696   6,170,705 
Basic net worth  16,991,091   11,847,865   9,903,099 
Complementary net worth  1,033,734   1,163,939   913,256 
Deductions  (2,999,716)  (867,798)  (386,192)
Total capital under Central Bank rules  15,025,109   12,144,006   10,430,163 
Excess capital  4,420,971   3,798,310   4,259,458 
Selected capital and liquidity ratios:            
Regulatory capital/risk weighted assets(1)  15.6%  15.30%  13.9%
Average shareholders’ equity as a percentage of average total assets  10.4%  9.9%  10.5%
Total liabilities as a multiple of total shareholders’ equity  7.1x  9.4x  8.2x
Cash as a percentage of total deposits  28.2%  35.1%  18.2%
Tier 1 Capital / Risk weighted assets  10.8%  10.8%  12.6%

(1)Risk Weighted Assets includes operational risk weighted assets, market risk weighted assets, and credit risk weighted assets. Operational risk weighted assets and market risk weighted assets are calculated by multiplying their respective required minimum capital under Central Bank rules by 12.5. Credit Risk Weighted Assets is calculated by applying the respective credit risk weights to our assets, following Central Bank rules.
(2)Nominal values without inflation adjustment.

As of December 31, 2017,2019, Banco Supervielle’s Tier 1 Capital ratio on a consolidated basis with CCF was 12.6%10.8%, compared to 10.9% atjust as it was as of December 31, 2016.2018. Including the Ps.4.3 billion funds from the follow-on equity offering proceedsPs. 645 million retained at the holding company Grupo Supervielle, which are available for furtherfuture capital injections to our subsidiaries in its subsidiaries,order to fund our growth strategy, the consolidated proforma TIER1pro-forma Tier 1 Capital ratio as of December 31, 20172019 stood at 18.41%11.3%. Supervielle’s Tier1Tier 1 ratio coincides with CET1 ratio.

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As of December 31, 2017,2019, the Bank’s total capital ratio on a consolidated basis with CCF was 13.9%11.6% compared to 12.5% as of11.9% at December 31, 2016.2018. Including the fundsPs.645 million retained at the holding company (Grupo Supervielle) level after the follow-on equity offering of Grupo Supervielle, which are available for further capitalfuturecapital injections into itsto our subsidiaries in order to fund our growth strategy, the consolidated pro-forma total capital ratio as of December 31, 2017 was 19.6%2019 stood at 12.1%.

The capital composition to be considered in order to determine compliance with minimum capital requirements is the financial institution’s RPC (Communication “A” 5580(Central Bank rules regarding to “Financial Entities Minimum Capital”, as amended).

Basic minimum capital

Minimum capital requirements of commercial banks acting as custodians of securities representing investments of theFondo de Garantía de Sustentabilidad del Sistema Integrado Previsional Argentino and/or as registrar of mortgagesecurities must comply with an extra 0.25% of the value of securities in custody and/or mortgage securities and must be invested in Argentine public bonds or monetary regulation instruments.

Basic Minimum Capital

The basic minimum capital requirement varies depending on the type of financial institution and the jurisdiction in which the financial institution’s headquarter is registered, with Ps.26 million for banks under category I and II (Ps.12 million for other financial entities under this category), and Ps.15 million for banks under category III to VI (Ps.8 million for other financial entities under this category).

Category

Banks

Banks

Other Entities (*)

I and II

Ps.26 millionPs.12 million
III to VIPs.15 millionPs.8 million

(*)

 

Ps.26 million

Ps.12 million

III to VI

Ps.15 million

Ps.8 millionExcept credit entities.


(*)         Except credit entities.

Additionally, financial entities located in ports and airports must comply with Category I requirements and those entities engaged in foreign trade transactions must comply with the requirements applicable to banks under such category.

Notwithstanding the foregoing, the regulatory capital of commercial banks acting as custodians of securities representing investments of the Fondo de Garantía de Sustentabilidad del Sistema Integrado Previsional Argentino

must be equal to or exceed the greater of Ps.400 million or an amount equivalent to 1% of the total book value of the securities in custody.

Description of Argentine 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 Central Bank takes into consideration a financial institution’s RPC in order to determine compliance with capital requirements. Pursuant to Communications “A” 5369 and “A” 5580, as amended and supplemented, RPC consists of Tier 1 capital (Basic Net Worth) and Tier 2 capital (Complementary Net Worth).

Tier 1 capital consists of (i) ordinary capital level 1 (“COn1”), (ii) deductible items from ordinary capital level 1 (CDCOn1), (iii) additional capital level 1 (“CAn1”), and (iv) deductible items from additional capital level 1 (CDCAn1).

COn1 includes the following net worth items: (i) capital stock (excluding preferred stock), (ii) non-capitalized capital contributions (excluding share premium), (iii) adjustments to shareholders’ equity, (iv) earnings reserves (excluding the special reserve for debt instruments), (v) unappropriated earnings, (vi) other results either positive or negative, in the following terms:

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·                  with respect to results from prior fiscal years, 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;

·with respect to results from prior fiscal years, 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;

(vii)        Other comprehensive results:

(a)100% of the results registered in the following items belonging to the account “Other comprehensive cumulative results” for the most recent audited quarterly or annual financial statements:

(a)         100% of the results registered in the following items belonging to the account “Other comprehensive cumulative results” for the most recent audited quarterly or annual financial statements:

·                  Revaluation of property, plant, equipment and intangible assets;

·                  Gains or losses of financial instruments at fair value with changes in other comprehensive income.

(b)         100% of the debtor balance of each of the items recorded under “Other comprehensive cumulative results” not mentioned in the preceding item, for the most recent audited quarterly or annual financial statements,

(viii) share premiums of the instruments included in COn1, and, in the case of consolidated entities, (ix) minority shareholdings (common shares issued by subsidiaries subject to consolidated supervision and belonging to third parties, if certain criteria are met).

·Revaluation of property, plant, and equipment and
·intangibles; gains or losses on financial instruments at fair value with changes in other comprehensive income.
(b)100% of the debit balance of each of the items recorded in other comprehensive income not mentioned in section (a). 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 points 8.2.1.5. or 8.2.1.6., as the case may be of Central Bank’s rules regarding “Financial Entities Minimum Capital”.
(viii)share premiums of the instruments included in COn1, and, in the case of consolidated entities, and
(ix)minority shareholdings (common shares issued by subsidiaries subject to consolidated supervision and belonging to third parties, if certain criteria are met).

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 Items

The above-mentioned items will be considered without certain deductions pursuant to subsection 8.4.1 and 8.4.2 (as applicable) of the Central Bank Communication “A” 5580.rules regarding “Financial Entities Minimum Capital”, as amended.

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Items deductible from COn1 include, among other things: (a) positive balances resulting from the application of income tax withholdings above 10% of the previous months of basic net worth;worth and balances in favor from deferred tax assets; (b) deposits maintained in a corresponding account with a foreign financial institutions that are not rated as “investment grade,” (c) 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., or Clearstream, Euroclear and the Depository Trust Company, (d) securities issued by foreign governments whose credit rating is at least ‘investment grade’ according to Communication “A” 5671; (e) subordinated debt instruments issued by other financial institutions; (f) certain credits related to the application of tax deferrals;shareholders; (g) shareholders; (h) 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; (h) intangible assets; (i) goodwill; (j) organization and development costs; (k) items pending allocation, debtor balances and other; (l)(j) certain assets, 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; (m)(k) any deficiency relating to the minimum loan loss provisions required by the Superintendency; (n)(l) equity interests in companies that have the following activities: (i) financial assistance through leasing or factoring agreements, (ii) 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 (iii) credit, debit and similar cards emissions; (m) the issuanceexcess to the limits set forth for secured assets on Section 3 of credit or debit cards as provided by Communication “A” 5700 (75% deductible asthe rules on “Affectation of June 2017 and 100% deductible as of June 2018); (o) excess in the granting of asset-backed guaranties, according to Central Bank’s regulations; (p)Secured Assets” (n) 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, when certain conditionssector” surpass the authorized limit and/or are met; (q) earningsnot settled within the terms established therein; (o) income from sales relatedrelating to securitizations under certain circumstances; (r)securitization transactions, as applicable, pursuant to the provisions of Sections 3.1.4., 3.1.5.1. and 3.1.5.2., 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; (p) in the case of liabilities from derivatives accounted for at fair value, unrealized gains andor losses related to derivative transactions due to changes in the financial institution’s credit risk ofwill be deductible. The deduction will be limited to the financial institution; (s) losses from derivatives under certain circumstances and (t)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; (q) equity interests in other Argentine or foreign 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 consolidated supervision.

proportional basis to their respective interests. 

CAn1 includes certain debt instruments of financial entities not included under COn1 andthat meet the regulatory criteria established in section 8.3.2 of Communication “A” 5580 (asthe rules regarding “Financial Entities Minimum Capital”, as amended and supplemented),supplemented, 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 points will be reduced, if applicable, by the deductible concepts provided in point 8.4.2 of the rules regarding “Financial Entities Minimum Capital”, as amended and supplemented, which are described below.

Moreover, debt instruments included under CAn1Can1 must comply with the following requirements:

(1)Must be totally subscribed and paid in full.
(2)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.
(3)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.
(4)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.
(5)After five years as from the issuance date, the financial entity can buy back the debt instruments if: (i) it has the prior authorization of the Superintendency, (ii) the entity does not create any expectations regarding the exercise of the purchase option, and (iii) 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.

 

·                  Must be totally subscribed and paid in full.

·                  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 5 years as from the issuance date, the financial entity can buy back the debt instruments if: (i) it has the previous authorization of the Superintendency, (b) the entity does not create any expectations regarding the exercise of the purchase option, and (c) 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 pay dividends/interest coupons at any time. The included dividends/interest coupons shall not have periodic adjustments because of the financial entity’s credit risk.

·                                          Debt instruments should not have been bought by the financial entity or any other entity over which the financial entity has control or significant influence.

·                                          Debt instruments should not have been bought with direct or indirect financing from the financial entity and they shall not contain elements that make re-capitalization difficult.


(6)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.
(7)The financial entity can pay dividends/interest coupons at any time, and at its sole discretion, which shall not be considered a default in itself and shall not grant bondholders the right to claim 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.
(8)The payment of dividends/interest coupons shall be carried out through the noting of distributable entries, in the terms of the regulations on “Results Distribution” (Section III of the Central Bank’s regulations).
(9)The included dividends/interest coupons shall not have periodic adjustments because of the financial entity’s credit risk.
(10)They should not have been bought by the financial entity or any other entity over which the financial entity has control or significant influence.
(11)They should not have been bought with direct or indirect financing from the financial entity.
(12)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 common shares and a mechanism assigning final losses to the instrument with the following effects:

(a)Reduction of debt represented by the instrument in the event of winding-up of the entity;
(b)Reduction of the amount to be repaid in case a call option is exercised;
(c)Total or partial reduction of the dividends/interest coupon payments of the instrument.

Complementary Net Worth (PNc): Tier 2 capital consists of

Tier 2 Capital includes

(i) certain debt instruments of financial entities which are not included in Tier 1 capitalCapital and which meet the regulatory criteria established in section 8.3.3 of Communication “A” 5580 (asthe Central Bank rules regarding “Financial Entities Minimum Capital” as amended and supplemented),supplemented, (ii) share premium from instruments included in Tier 2 capital,Capital, and (iii) loan loss provisions on the loan portfolio of debtors classified as being in a “normal situation” pursuant to Central Bank regulationsrules on debtor classification and on financings with class “A” preferred securities not exceeding 1.25% of the assets measured for credit risk. Additionally, in the case of consolidated entities, it includes (iv) 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 complementary net worth.

The above-mentioned items will be considered minus deductible items pursuant to section 8.4.2 of Communication “A” 5580 (asthe Central Bank rules regarding “Financial Entities Minimum Capital”, as amended and supplemented) issued by the Central Bank,supplemented, which is described below.

Moreover, debt instruments included under complimentary net worth must comply with the following requirements:

·Must be totally subscribed and paid in full.
·Subordinated to depositors, unsecured creditors and the subordinated debt of the financial entity.

 

·                                          Must be totally subscribed and paid in full.

·                                          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 has no agreement in place to improve payment priority in the case of the entity’s bankruptcy either legally or economically.

·                                          Maturity: (i) original maturity date within no less than 5 years, (ii) clauses considering gradually increasing remuneration or other incentives for anticipated amortization are not allowed, and (iii) 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 5 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.

·                                          They cannot incorporate dividends/coupons with periodic adjustments linked to the financial entity’s credit risk.

·                                          They should not have been bought by the financial entity or any other entity over which the financial entity has control or significant influence.

·


·Must not be insured or guaranteed by the issuer or a related entity, and has no agreement improving either legally or economically the payment priority in case of the entity’s bankruptcy.
·Maturity: (i) original maturity date within no less than 5 years, (ii) clauses considering gradually increasing remuneration or other incentives for anticipated amortization are not allowed, and (iii) 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 5 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.
·They cannot incorporate dividends/coupons with periodic adjustments linked to the financial entity’s credit risk.
·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.

Additionally, instruments included in Tier 2 capital and CAn1,Can1, shall meet the following conditions in order to assure their loss-absorbency capacity:

a)                                      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.

b)                                     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.

c)                                      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.

(a)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.
(b)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.
(c)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: (i) when the solvency or liquidity of the financial entity is threatened and the Central Bank rejects the regularizationamnesty plan submitted or revokes its authorization to function, or authorizes restructuring protecting depositors (whichever occurs first), or (ii) upon the decision to capitalize the financial entity with public funds.

The Bank has issued three series of subordinated notes, all of which are outstanding as of the date of this annual report. The series issued in 2013 and 2014 comply with all the requirements described above. However, the series issued in November 2010 is not in compliance with the requirements because it was issued prior to the effectiveness of Communication “A” 5580. See Item“Item 5.B Liquidity and Capital Resources—Financings—Bank Foreign currency-denominated Subordinated Notes.Notes.” On February 9, 2017, under the Bank’s global program of simple negotiable obligations, not convertible into shares, for a nominal value of up to U.S.$2,300 million (previously, U.S.$800 million) (or its equivalent in other currencies or units of value), the Bank issued Class A Negotiable Obligations, which constitute unsubordinated senior obligations, and therefore are not computable for the purpose of calculating the RPC.

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 COn1Con1 of the financial entity if the original instrument complies with the requirements established for its qualification as common shares regarding the RPC.


Deductible items applied to the different capital levels:levels

(i)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: (i) investments include direct, indirect or synthetic interests; (ii) investments include the acquired net position; (iii) securities issued are placed within five (5) business days; and (iv) the investments in capital instruments that do not satisfy the criteria to be classified as Con1 (Common Capital Tier 1), AT1 (Additional Capital Tier 1) or PNc (Supplementary Capital) 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 entity, net of applicable deductions, the amount over such 10% shall be deducted from each capital tier in accordance with the following formula: i) 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; ii) Amount to be deducted from Can1: aggregate excess amount over 10% multiplied by the proportion represented by the Can1 over the aggregate equity interests. iii) Amount to be deducted from PNc: aggregate excess amount over 10% multiplied by the proportion represented by the PNc 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.

 

(ii)Investments in instruments computed as regulatory capital of financial institutions and companies rendering services supplementary to the financial industry, not subject to consolidated supervision 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 a financial institution, shall be subject to the following criteria: i) 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 supervision; ii) 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; iii) The holding of securities underwritten to be sold within a five business day term may be excluded; iv) Investments in capital instruments that do not satisfy the criteria to be classified as Con1, Can1 or PNc 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.
(iii)Own repurchased instruments that satisfy the criteria for being included in Can1 or PNc must be deducted from the applicable capital tier.

Investments in computable instruments under the financial entity’s RPC are not subject to consolidated supervision when the entity owns up to 10% of the issuer’s ordinary capital according to the following criteria: (i) investments include direct, indirect or synthetic interests; (ii) investments include the acquired net position; (iii) securities issued to be placed within 5 business days. When the holdings in other financial entity’s capital (individually representing less than 10% of each issuer’s COn1) exceed 10% of the COn1 of the financial entity, net of deductions, the amount over 10% must be deducted from each one of the capital levels according to the following formula:Limits

·                  Amount to be deducted from COn1: the amount exceeding 10% multiplied by the proportion of holdings of COn1 over total capital interests.

·                  Amount to be deducted from CAn1: the amount exceeding 10% multiplied by the proportion of holdings of CAn1 over total capital interests.

·                  Amount to be deducted from complementary net worth: the amount exceeding 10% multiplied by the proportion that represents the holdings of complementary net worth over total capital interests.

Investments in computable instruments under the financial entity’s RPC are not subject to consolidated supervision when the entity owns up to 10% of the issuer’s ordinary capital or when the issuer is a subsidiary of a financial

entity according to the following criteria: (i) investments include direct, indirect or synthetic interests; (ii) investments include the acquired net position; and (iii) securities issued to be placed within 5 business days.

Limitations

Communication “A” 5580 (asCentral Bank Rules regarding “Financial Entities Minimum Capital”, as amended and supplemented)supplemented, establishes minimum thresholds regarding capital integration: (i) for COn1,Con1, the amount resulting from multiplying the capital risk weighted assets (“RWA”) by 4.5%; (ii) for the basic net worth, the amount resulting from multiplying the RWA by 6% and (iii) for the RPC, the amount resulting from multiplying the RWA by 8%. It is important to note that the RWA calculation results from multiplying the required minimum capital under Central Bank regulationsrules by 12.5.12.5%. The failure to comply with any of these limitations is considered an infringement of the minimum capital integration requirements.


Pursuant to Communication “A” 5867,5889, RWA shall be calculated as follows:

RWA = RWAc + [(MR+OR) x 12.5]

Where:

RWAc: credit risk weighted assets

RM:MR: minimum capital requirement for market risk

OR: minimum capital requirement for operational risk

Economic Capital

Communication “A” 5398 of the Central Bank rules regarding “Financial Entities Risk Management Guidelines”, as amended and supplemented, requires 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.


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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 capital level of each entity must be determined in accordance with its risk profile, taking external factors such as the economic cycle effects and political scenario.

Pursuant to Communication “A” 5398, the main elements of a strict capital evaluation include:

a) Policies and procedures to guarantee that the entity identifies, quantifies and informs all the important risks.

b) A process which relates economic capital with the current level of risk.

c) 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.

d) An internal process of controls, tests and audits, with the objective to guarantee that the general risk management process is exhaustive.

(a)Policies and procedures to guarantee that the entity identifies, quantifies and informs all the important risks.
(b)A process which relates economic capital with the current level of risk.
(c)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.
(d)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.

Communication “A” 6534 which replaced Communication “A” 6459, provides guidelines for the calculation of economic capital, depending on the type of financial entity. Entities considered within Group A pursuant to Central Bank rules shall use their internal models to quantify the needs of economic capital with relation to its risk profile. Conversely, Group B entities may opt for a simplified calculation methodology. Such option must be approved by the board of directors of such entity.

Group B entities which have opted for the simplified methodology shall apply the following expression:

EC = (1.05 x MC) + max [0; ρ EVE – 15 % x bNW)]

Where:

EC: economic capital

MC: minimum capital requirements

EVE: measure of risk calculated according to a standardized framework forseen in section 5.4 of Communication “A” 6534

bNW: basic net worth (tier 1 capital)

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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 without its prior consent.

By meanssubject to compliance with the rules set forth in the “Rules on Dividend Distributions” of Communication “A” 6464, the Central Bank, amendedunder the criterion that the amount to be distributed cannot affect the institution’s liquidity and restated its regulations regarding dividend distributions by financial institutions. Pursuant to such regulations, dividend distributionssolvency, which shall be admitted as long as none of the following circumstances apply:

1) the financial institution is subject to a liquidation procedure or the mandatory transfer of assets orderedverified by the Central Banksatisfaction of certain requirements, on a consolidated basis.

Such regulations provides 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 section 34 the provisions set forth in the rules on “Minimum capital of financial institutions”) and/or 35 bisthe payment of financial incentives (bonuses) to personnel – in this case, subject to the FIL;

2)public order labor regulations (legal, statutory and contractual) governing the financial institution is receiving financial assistance from the Central Bank;institutions’ relationships with their personnel– shall be subject to these rules.

3) the financial institution is not in compliance with its reporting obligations to the Central Bank and;

4) the financial institution is not in compliance with minimum capital requirements (both on an individual and consolidated basis and excluding any individual franchise granted by the Superintendency) and with minimum cash reserves (on average), whether in Pesos, foreign currency or securities issued by the public sector.

5) if the average minimum cash reserve is lower than the amount of cash required by the latest reported position or the pro forma position after making the dividend payment; and/or

6) if the financial institution did not comply with the applicable Additional Capital Margins (as defined below).

Financial institutions that comply with all of the above-mentioned conditionsInstitutions may distribute dividends up to an amount equal to: (i) the positive balanceamount derived from the off-balance sheet calculation set forth herein, without exceeding the limits set forth in these rules.

To such effect, the registered balances, as of the account “unappropriated earnings” (resultados no asignados) at the end of the fiscal year plus (ii)to which they belong, in the account “Unassigned Results” (Resultados no asignados) and in the voluntary reservesreserve for future paymentsdistributions of dividends minus (iii) voluntary reservesshall be computed, deducting the amounts – recorded on the same date – of the legal and mandatory statutory reserves registered as of that date– whose creation is mandatory – and other items, such as (a)the following items:

1.       100% of the debitnegative balance of each of the items recorded under the line “Other accumulated comprehensive income”, (b) theretained earnings.”

2.       The result derived from the revaluation of property, plant and equipment and intangible assets and investment properties, (c) theproperties.

3.       The net positive balance ofdifference resulting from the book-valuecalculation at amortized cost and the market-value of certain public debt securities and Central Bank notes thatfair market value recorded by the financial institution owns that are not marked to market, (d) unrecordedin connection with sovereign bonds and/or currency regulation instruments issued by the Central Bank for such instruments valued at amortized cost.

4.       The asset valuation adjustments of asset value informednotified by the Superintendency – whether accepted or mentionednot by the institution– that are pending registration and/or those indicated by the external auditors on their report, and (e)audit that have not been accounted.

5.       The individual exemptions fordeductibles – regarding asset valuation granted– established by the Superintendency.

SEFyC, including the adjustments derived from the failure to consider agreed adjustment plans.

In addition, financial entities may not distribute profits with the profit arising from the application of IFRS for the first time, and must set up a special reserve that can only be canceled for capitalization or to absorb any negative balances from the item “Unassigned results.”

In addition, for financial institutions that are branches of foreign financial institutions,The amount to be distributed, which shall not exceed the Superintendency will considerlimits set forth by the Central Bank, shall not compromise the liquidity and solvency of their headquarters and the marketsinstitution. This requirement shall be considered satisfied once it has been verified that there are no integration defects in which they operate.

Pursuant to Communication “A” 5580, the minimum regulatory 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:

1.Those arising after deducting the items set forth above in points 1 to 5, if applicable, from the assets.
2.The failure to consider the deductibles established by the SEFyC affecting the requirements, integrations and minimum capital position.

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3.The deduction of the amounts relating to the following items from the unappropriated retained earnings:
·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 rules on “Minimum capital of financial institutions”; and
·adjustments made in accordance with points 1 to 5 above.
4.The failure to consider the limit set forth in paragraph 7.2. of the rules on “Minimum capital of financial institutions.”

The distribution of earnings shall only be admitted if none of the following events occurs:

·the institution is subject to the provisions of article 34 “Regularization and Recovery” and article 35 bis of the FIL;
·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 SEFyC);
·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.

As from January 2020, in order to accountrecalculate the minimum capital position set under Section 3 of the rules on “Dividends Distribution”, financial institutions of the Company “B” shall enforce Section 5.5 about Impairment from the IFRS Financial Instrument No. 9.

The aforementioned regulation contemplated transitory provision, effective until March 31, 2020, pursuant to which those financial institutions which, in order to determine distributable earnings, have not increased the ranges of COn1 net of deductions (CDCOn1) set forth in 1 percentage point, must obtain the prior authorization of the SEFyC for the requirementdistribution of counterparty risk capital for securitizations for every ongoing transaction at the time of determination.

Central Bank’s Communication “A” 5689, as amended by Communication “A” 6324, dated January 8, 2015, set forth that financial entities shall make an accounting entry for and provide information about any administrative

and/or disciplinary penalties, and adverse criminal judgments issued by courts, which were applied or filed by the Central Bank, the UIF, the CNV and the National Insurance Superintendence (SSN). The amount corresponding to the accounting entry shall include all of the penalties and a provision for 100% of each penalty must be made. Such provisions must be maintained until payment is made or a final judgment is issued. According to Central Bank Communication “A” 5707, as amended by Central Bank Communication “A” 5827, if dividends are to be distributed, this amountearnings. This requirement shall also be deductedapplicable to the payment of financial services applicable to the issue of debt securities.

Unless otherwise indicated, the regulations explained in this sectionareapplied to financial information of the banks calculated in accordance with Argentine Banking GAAP. IFRS differs in certain significant respects from Argentine Banking GAAP.

On March 19, 2020, in the distributable amount. In April 2016,midst of the coronavirus’ outbreak crisis, the Central Bank issued Communication “A” 5940,6939, by virtue of which amended provisionsthe distribution of dividends by financial entities was temporarily suspended until June 30, 2020.

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Capital Conservation Buffer

Communication “A” 5689. Pursuant to such Communication, the financial entities that, to the date thereof, have an amount for these items registered in the account “Provisions — For administrative, disciplinary and criminal penalties,” must analyze, according to the enforcing legal reports, if each such penalty meets the conditions for its total or partial accountable registration, according to the provisions in the “Accounts Plan and Manual” (which set forth that penalties must be probable and that their amount can be reasonably estimated).

In January 2015, Communication “A” 56945827 of the Central Bank also establishedestablishes that those entities considered domestic systemically important (D-SIB) must take into account an extra minimum capital requirement equivalent to 1% of the total risk-weighted assets which they must comply with using exclusively ordinary capital level 1 (Con1) according to the schedule described under “—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution” (currently, RWA is calculated by multiplying the required minimum capital under Central Bank regulations by 12.5). According to Central Bank Communication “A” 5707, as amended by Central Bank Communication “A” 5827, if dividends are to be distributed, this requirement becomes effective immediately.

Pursuant to Central Bank Communication “A” 5827, as amended by Communication “A” 6213, as of January 1, 2016, financial entities are required to establishshall maintain a capital conservation margin in addition to theirthe minimum capital requirements for the purpose of accumulating their own resources, which they will be able to use if they incur losses, thus reducing the risk of non-compliance with minimum capital requirements (“Additional Capital Margins”). The higher the use of such marginal amounts, the higher the percentage of profits that financial entities will be required to withhold in order to restoreensure the accrual of owned resources to cope with eventual losses, reducing the non-compliance risk.

Financial entities considered D-SIBs or globally systemically important (“G-SIBs”), shall have a capital level that margin. Additionally,permits a greater capacity for loss absorption, by virtue of negative externalities that the effects of insolvency of such entities or their foreign holdings could create in the financial system and the economy.

The conservation capital preservation margin shall be 2.5% of the entity’s RWA,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, according to the counter-cycle margin. The conservation capital margin, increased in addition to applicable minimum capital requirements. In the case of financial entities qualified as systematically significantconsidered systemically important, must be integrated exclusively with Common Equity Tier 1 (COn1), net from deductible items (CDCOn1).

When such margin is used, the entities must raise capital with new capital contributions, or reduce future distributions.

The dividend distribution shall be limited whenever the level and composition of the computable asset liability, even when it complies with the minimum capital requirements, is within the range of the capital preservationconservation margin. This limitation reaches 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 margin. When the coefficient of Common Equity Tier 1 (Con1 as percentage of RWA) is within the range of margins conservation of capital, 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 regulations over “Minimum Capital for Financial Entities”. The following table shows the maximum percentages of dividend distribution, according to the compliance with the conservation margin presented:

Coefficient of Common Equity Tier 1 (COn1) net of deductions
(CDcon1) – as percentage of RWA -
Financial Entities – That
are not categorized as
D-SIBs or G-SIBs-
D-SIBs and G-SIBs
Financial Entities
Minimum coefficient of capital
conservation – as percentage of
dividend distribution -
4.5 –  5.134.5 – 5.38100
> 5.13 –  5.75> 5.38 – 6.2580
> 5.75 –  6.38> 6.25 – 7.1360
> 6.38 –  7.0> 7.13 – 840
> 7> 80

Currently, the minimum limits required by the regulations are:

·COn1/RWA: 4.5%
·NWb/RWA: 6.0%
·RPC/RWA: 8.0%

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 Tier 1 (CAn1) or Tier 2 Capital (PNc), 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 margin, increased in function of the counter-cycle margin, if applicable.

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Any entity that desires to exceed the dividend distribution limits shall finance this distribution by new contributions of COn1 in the excess amount.

The Central Bank also establishes the counter-cycle margin in order to allow the financial entities’ capital levels to correspond to the accumulative systematic risk associated with an excessive credit expansion and the macro-financial context. When the Central Bank considers that the credit growth is excessive, creating an increase in systematic risk, it can establish, with a twelve-month advanced notice, the obligation to constitute a counter-cycle margin within a range of 0% to 2.5% of RWA. This margin can be reduced or cancelled by the Central Bank when it considers that the systematic risk has been diminished.

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 mean between the required margins in foreign jurisdictions. This includes all credit exposure to private sectors subject to the requirement of credit risk capital.

In order to determine which jurisdiction corresponds to each exposure, the principle of ultimate risk shall be applied. Pursuant to this principle, one must identify the jurisdiction where the guarantor of the risk resides. The counter-cycle margin shall be 3.5%observed by means of their respective RWA (the “Capital Conservation Buffer”)an increase in the conservation capital margin and shall be satisfied exclusively with Common Equity Tier 1, net of deductible concepts (CDCOn1).

Credit Risk

The minimum capital requirement in respect of counterparty risk (“CRC”) shall be calculated with the items included, which must be computed on the basis of the balances as of the last day of each month (capital, interests, premiums, restatements – by the CER – and price differences, as appropriate, net of the non-recoverability and devaluation risks provisions and of accumulated depreciation and amortization attributable to them and other regularizing accounts, without deducting 100% of the minimum amount required for the non-recoverability risk provision in the portfolio corresponding to debtors classified as in a “Normal Situation” – points 6.5.1 and 7.2.1 of the rules on “Classification of Debtors”- and financings secured by preferential guarantees “A”).

The minimum capital requirement in respect of counterparty risk must be calculated by dividingapplying the sum of each item’s daily balance by the amount of days corresponding to the month. Pursuant to Communication “A” 6128, as of January 1, 2017, the minimum capital requirement for credit risk will be calculated as follows:

following equation:

CRC = (k x 0.08 x RWAc) + INC

Variable “k” is determined by the rating (1 is the strongest, 5 is the weakest) assigned to the financial entity by the Superintendency, pursuant to the following scale:

Rating

 

K Factor

 

1

 

1

 

2

 

1.03

 

3

 

1.08

 

4

 

1.13

 

5

 

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: These are credit risk weighted assets, calculated by adding the following:

A x p + PFB x CCF x p + no DvP + (DVP + RCD+ INC(fractioning)) x 12.5

Variable “A” refers to computable assets/exposures; “PFB” is computable items which are not registered on the balance sheet (“off balance sheet items”); “CCF” the conversion credit factor; and “p” refers to the weighting factor, expressed on a per unit basis.

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.

“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.

“RCD” refers to requirements for counterparty risk in over-the-counter (“OTC”) transactions.

“INC(fractioning)” 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 computable regulatory capital for the last day before the relevant date, as prescribed in the rules on “Credit risk fractioning.”

“INC” incremental minimum capital requirements based on any excess in the fixed assets and other ratios, the limitations established under “Credit risk fractioning” rules, and the limitations derived from the credit risk degree.

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:

Type of Asset

Weighting (%)

Cash and cash equivalents

Cash held in treasury, in transit (when the financial institution assumes responsibility and risk for transportation), in ATMs, in checking accounts and in special accounts with the Central Bank, gold coins or bars

0

Cash items in the process of collection, cash in armored cars and in custody at financial institutions

20

Exposure to governments and central banks

To the Central Bank denominated and funded in Pesos

0

To the public non-financial sector denominated and funded in Pesos, including securitized exposures

0

To the public non-financial sector arising from financing granted to social security beneficiaries or public employees (with discount code)

0

To the public non-financial sector and the Central Bank. Other

100

To other sovereign states or their central banks and other foreign public non-financial sector institutions

100

To the Bank for International Settlements, the IMF, the European Central Bank and the European Community

0

Exposure to the Multilateral Development Banks (MDB)

The International Bank for Reconstruction and Development (IBRD), the International Finance Corporation (IFC), the Inter-American Development Bank (IDB), the European Investment Bank (EIB), the Asian Development Bank (ADB), the African Development Bank (AFDB), the European Investment Fund (EIF), the Nordic Investment Bank (NIB), the Caribbean Development Bank (CBD), the Islamic Development Bank (IDB) and the European Council Development Bank (ECDB)

0

Other

100

Exposure to local financial institutions

Denominated and funded in Pesos arising from transactions with an initial contractual term of up to 3 months

20

Other

100

Exposure to foreign financial institutions

100

Exposure to local and foreign companies and other entities - including national foreign exchange

100

Type of Asset

Weighting (%)

entities, insurance companies, brokerage houses and other companies considered non-financial private sector entities pursuant to the provisions of Section 1 of the regulations governing the “Financing of the non-financial public sector”

Exposures included in the retail portfolio

Loans to individuals (provided that installments of loans granted by the institution do not exceed, at the time of the agreements, 30% of borrower’s income) and to Micro, Small- and Medium-Sized Companies (“MiPyMEs”)

75

Other

100

Exposures guaranteed by reciprocal guaranty companies (sociedades de garantía recíproca) or public security funds registered with the registries authorized by the Central Bank

50

��

Primary mortgages and mortgages of any ranking on residential homes, to the extent the entity is the mortgagee

If credit facility does not exceed 75% of the appraised value of such real property

- Sole, permanently-occupied family home

35

- Other

50

On the amount exceeding 75% of the appraised value of such real property

100

Primary mortgages and mortgages of any ranking other than on residential homes, to the extent the entity is the mortgagee

Up to 50% of the lower of the real property market value or 60% of the mortgage loan

50

On the remaining portion of the loan

100

Delinquent loans over 90 days

Weighting varies according to the loan and specific provisions Created

50-150

Interests in companies

150

Exposures to central counterparty entities (CCP)

0

Other assets and / or items off the balance sheet

100

Minimum capital requirements also depend on the CAMELBIG rating (1 is the strongest, 5 is the weakest) assigned by the Superintendency, which also determines the “k” value. This rating system complies with international standards and provides a broad definition of the performance, risks and perspectives of financial entities. Financial entities have to adjust their capital requirements according to the following “k” factors:

CAMELBIG Rating K Factor
1  1.00 
2  1.03 
3  1.08 
4  1.13 
5  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: These are credit risk weighted assets, calculated by adding the following:

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CAMELBIG Rating

 

K Factor

 

1

 

1.00

 

2

 

1.03

 

3

 

1.08

 

4

 

1.13

 

5

 

1.19

 

A * p + PFB * CCF * p + no DVP “DvP”+ (DVP + RCD + INC significant holding in other companies) * 12,50

Variable “A” refers to eligible assets/exposures; “PFB” are eligible items which are not registered on the balance sheet; “CCF” the conversion credit factor; and “p” refers to the weighting factor, expressed on a per unit basis.

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.

“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.

“RCD” refers to requirements for counterparty risk in OTC transactions.

“INC” incremental minimum capital requirements based on any excess in the fixed assets and other ratios, the limitations established under the “Major Exposure to Credit Risk Regulations”.

“INC(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 computable regulatory capital for the last day before the relevant date, as prescribed in the rules on “Credit Risk Fractioning”.

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:

Type of AssetWeighting (%)
Cash and cash equivalents
Cash held in treasury, in transit (when the financial institution assumes responsibility and risk for transportation), in ATMs, in checking accounts and in special accounts with the Central Bank, gold coins or bars0
Cash items in the process of collection, cash in armored cars and in custody at financial institutions20
Exposure to governments and central banks
To the Central Bank denominated and funded in Pesos0
To the public non-financial sector denominated and funded in Pesos, including securitized exposures0
To the public non-financial sector arising from financing granted to social security beneficiaries or public employees (with discount code)0
To the public non-financial sector and the Central Bank. Other. To other sovereign states or their central banks.
AAA to AA-0
A+ to A-20
BBB+ to BBB-50
BB+ to B-100
Below B-150
Unrated100
Entities of the non-financial public sector from other sovereigns, pursuant ot the credit rating assigned to the respective sovereign0
AAA to AA-20
A+ to A-50
BBB+ to BBB-100
BB+ to B-100
Below B-150
Unrated100

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Type of AssetWeighting (%)
To the Bank for International Settlements, the IMF, the European Central Bank and the European Community0
To the non-financial public sector of the provinces, municipalities and/or the Autonomous City of Buenos Aires arising from the acquisition of sovereign bonds issued in Pesos by the central administration, when they do not have any one of the guarantees described in the regulations on “Financing to Non-Financial Public Sector”, pursuant to the credit rating assigned to the respective jurisdiction
AAA to AA-20
A+ to A-50
BBB+ to BBB-100
BB+ to B-150
Below B-200
Unrated200
Exposure to the Multilateral Development Banks (MDB)
The International Bank for Reconstruction and Development (IBRD), the International Finance Corporation (IFC), the Inter-American Development Bank (IDB), the European Investment Bank (EIB), the Asian Development Bank (ADB), the European Investment bank (EIB), among others.0
Other
AAA to AA-20
A+ to A-50
BBB+ to BBB-50
BB+ to B-100
Below B-150
Unrated50
Exposure to local financial institutions
Denominated and funded in Pesos arising from transactions with an initial contractual term of up to 3 months20
Other. The weighting percentage to be applied will be the one for one category less favorable than the one assigned to the exposures with the national government in foreign currency, as provided for the Exposure to the public non-financial sector and the Central Bank, with a maximum of 100%, except for the case in which the grade was less than B-, in which the weighting percentage will be 150%.150
Exposure to foreign financial institutions, pursuant to the credit rating assigned to the sovereign of their jurisdiction of incorporation.
AAA to AA-20
A+ to A-50
BBB+ to BBB-100
BB+ to B-100
Below B-150
Unrated100
Exposure to companies and other legal entities in the country and abroad, including exchange institutions, insurance companies and stock exchange entities100
Exposures included in the retail portfolio
Loans to individuals (provided that installments of loans granted by the institution do not exceed, at the time of the agreements, 30% of borrower’s income) and to Micro, Small- and Medium-Sized Companies (“MiPyMEs”).75
Other100
Exposures guaranteed by reciprocal guaranty companies (sociedades de garantía recíproca) or public security funds registered with the registries authorized by the Central Bank50
Primary mortgages and mortgages of any ranking on residential homes, to the extent the entity is the mortgagee
If credit facility does not exceed 75% of the appraised value of such real property
- Sole, permanently-occupied family home35
- Other50

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Type of AssetWeighting (%)
On the amount exceeding 75% of the appraised value of such real property100
Primary mortgages and mortgages of any ranking other than on residential homes, to the extent the entity is the mortgagee
Up to 50% of the lower of the real property market value or 60% of the mortgage loan.50
On the remaining portion of the loan.100
Past due loans over 90 days
Weighting varies according to the loan and specific provisions Created50-150
Equity holdings150
Securitization exposures, failed DvP transactions, non-DvP transactions, exposures to central counterparty institutions (CCP) and derivative transactions not included in said exposure.*
Exposures to individuals or companies originated in credit card purchases made in installments of travel tickets to foreign destinations and other touristic services abroad (logding, car rental), either made directly to the service provider or through a travel agency or web platform1250
Other assets and off-balance categories 100

*They receive a special treatment.

Excluded items include: (a) securities granted for the benefit of the Central Bank for direct obligations; (b) deductible assets pursuant to RPC regulations;regulations and (c) 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: (i) the foreign entity has an investment grade rating, (ii) the foreign entity is subject to regulations that entail consolidated fiscalization, (iii) in the case of finance operations, they shall be repaid by the local branch or subsidiary exclusively with funds received from the aforementioned foreign intermediaries; and (iv) in the case of guarantees granted locally, they are in turn guaranteed by their foreign branch headquarters or the foreign controlling entity and foreclosure on such guaranty may be carried out immediately and at the sole requirement of the local entity.

Credit Risk Regulation – Large Exposures

General Overview

Communication “A” 6599 of the Central Bank, as amended and restated by 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 in that group shall be subject to the information and disclosure requirements provided in section 2.

One of the main aspects of Communication “A” 6599 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:

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·Intraday interbank exposures;
·Exposures of financial entities with qualifying central counterparties, as defined by the Central Bank rules on minimum capital;
·Exposures with the Central Bank; and
·Exposures with the Argentine non-financial public sector.

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:

·Exposures to risk with a value equal or above 10% of Tier 1 Capital of the financial entity;
·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.

Limits

Communication “A” 6620 sets at 15% the limit of exposure with a counterparty 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. Additionally, it sets special limits for operating with financial institutions in the country and abroad (the general rule sets it at 25%). In the case of foreign financial institutions that do not have an international risk rating included in the “investment grade” category, the maximum limit is 5%.

Similarly, Communication “A” 6599 sets the global limit of exposure to risk with respect to affiliate counterparties at 20%. In the case of stock held in an investment portfolio, the sum of all the values of exposure to risk corresponding to the total stocks not related to the portfolio shall not exceed 15% (holdings in public services companies or companies dedicated to complementary services to financial activities are excluded). The total limit of stocks and holdings shall be the sum of all the values of exposure to risk corresponding to the total amount of stock in an investment or negotiation portfolio plus the credits for forward operations and sureties entered into in authorized Argentine markets shall not exceed 50%.

Minimum controls to exposures of affiliates

The regulations set forth three stages for the control of the financial entity’s affiliates exposure:

(1)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.

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(2)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.
(3)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.

Interest Rate Risk

Until January 1, 2013, financial entities had to comply with minimum capital requirements regarding interest rate risk. These requirements arewere intended to capture the sensitivity of assets and liabilities to changes in the interest rates. Communication “A” 5369 removed all of theserules and regulations regarding minimum capital requirements.requirements for interest rate risk. Notwithstanding this change, financial entities must continue to calculate the interest rate risk and remain subject to the Superintendency’s supervision. Communication “A” 6534, dated July 3, 2018 established that the interest rare risk shall be measured through the calculation of the Investment Portfolio Interest Rate (RTICI).

Market Risk

Minimum capital requirements for market risks are computed as a function of the market risk of financial entities’ portfolios, measured as their VaR. The regulation includes those assets traded on a regular basis in open markets and excludes those assets held in investment accounts, which must meet counterparty and interest rate risk minimum capital requirements.

There are five categories of assets. Domestic assets are divided into equity and public bonds/Central Bank debt instruments, the latter being classified in two categories based on whether their modified duration is less than or more than 2.5 years. Foreign equity and foreign bonds comprise two other categories and are also classified according to their duration, the latter of which is also broken up into two separate categories based on whether their modified duration is less than or more than 2.5 years. The fifth category is made up of foreign exchange positions, which are differentiated based on currency.

Overall capital requirements in relation to market risk are based on the sum of the five amounts of capital necessary to cover the risks arising from each category of assets.

Market risk minimum capital requirements must be met daily. Information must be reported to the Central Bank on a monthly basis. Since May 2003, the U.S. dollar has been included as a foreign currency risk component for the calculation of the market risk requirement and all assets and liabilities denominated in U.S. dollars are taken into account.

Pursuant to Communication “A” 5867, market risk will be defined 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 will beis the arithmetic sum of the minimum capital requirement for interest rate (trading portfolio), stock (trading portfolio), exchange rate, commodities and options risks.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.

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General considerations. Risks subject to this minimum capital requirement include risks derived from positions in instruments such as securities and derivatives recorded as part of the trading portfolio, and risks from foreign currency and commodities positions recorded, indistinctly, as part of the investment or trading portfolio. For the purpose of the above accounting recording, the trading portfolio of financial entities comprises positions in financial instruments included among an entity’s assets for purposes of trading or of providing hedging to other items contained in the portfolio. Pursuant to Communication “A” 5867,6690, a financial instrument may be accounted for as part of the trading portfolio for purposes of meeting the minimum capital requirement for market risk if such instrument may be traded free from any restriction or if the instrument may be hedged in full. Also, the portfolio must be actively managed, and its positions must be valued on a daily basis and with the required accuracy. Positions kept for trading purposes are those positions that the entity intends to sell in the short term or from which it intends to derive a profit as a result of changes, either actual or expected, in short-term prices, or by means of arbitrage activities. They include both positions that the entities keep for their own use and those they purchase in the course of services performed for customers or “market making’ activities”. Financial entities must calculate the minimum capital requirement for the counterparty credit risk involved in over-the-counterOTC transactions involving derivatives and securities financing transactions, (SFT) — such as repo transactions (repo agreements), recorded as part of the trading portfolio on a separate and additional basis to the calculation of capital requirements for general market risk and specific market risk of the underlying securities. For this purpose, entities will be required to apply the methods and weighting factors usually applicable when those transactions are recorded as part of the investment portfolio. Entities must have clearly defined policies and procedures in place, designed to determine the exposures that are to be included into or excluded from the trading portfolio in order to calculate their minimum capital requirement for market risk. On the other hand, the investment portfolio will include all securities held by the entity which are not included in the trading portfolio.

The minimum capital requirement for exchange rate risk will apply to the total position in each foreign currency. The minimum capital requirement for securities will be computed in respect of the instruments accounted for as part of the trading portfolio, which must be valued prudently (marked to market or marked to model). Instruments whose yield is determined in relation to CER must be considered fixed-rate securities. Whether recorded as part of the

trading or of the investment portfolio, items to be deducted for purposes of calculating the RPC will be excluded from the calculation of the market risk minimum capital requirement.

Minimum capital requirement for interest rate risk:risk. The minimum 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. 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 — aportfolio. A set off of the long and short positions held in different instruments will be allowed.

Minimum capital requirement for positions in stock. 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.

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 – but gold. The calculation of the capital requirement shall express every commodity position in terms of the standard measure unity, and following the rules set forth in Communication “A” 6690.

Minimum capital requirement for positions in options. The calculation of the capital requirement for the risk involved in positions in options may be based on the “simplified method” set forth in Communication “A” 58896690 if the entity only purchases options —options; provided that the market value of all the options in its portfolio does not exceed 5% of the entity’s RPC for the previous month, —, or if its positions in sold options are hedged by long positions in options pursuant to exactly the same contractual terms. In all other cases, the entity must use the alternative (“delta“delta plus”) method, also contemplatedprovided for in the regulation.

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As from the effective date of Communication “A” 5867 and until August 31, 2016, financial entities were required to calculate the market risk minimum capital requirement in accordance with the method set forth in Communication “A” 5867 and also on an off-balance sheet basis, pursuant to the method in effect as of December 31, 2015, and to consider, for purposes of determining the minimum capital requirement, the result of the method involving the highest amount of the market risk capital requirements. After August 31, 2016, only the method set forth in Communication “A” 5867 is applicable.

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:

(i)non-compliance reported by the institutions:  the institution must meet the required capital no later than the end of the second month after becoming non-compliant or submit a restructuring plan within 30 calendar days following the last day of the month in which such non-compliance occurred. In addition, non-compliance with minimum capital requirements will entail a number of consequences for the financial institution, including prohibition from opening branches in Argentina or in other countries, establishing representative offices abroad, or owning equity in foreign financial institutions, as well as a prohibition from paying cash dividends. Also, the Superintendency may appoint a delegate, who shall have the powers set forth by the FIL.

(ii)Non-compliance identified by the Superintendency:  the institution must file its defense within 30 calendar days after being served notice by the Superintendency. If no defense is filed, or if the defense is disallowed, the non-compliance will be deemed to be final, and the procedure described in item (i) confirm will apply.

(i)non-compliance reported by the institutions: the institution must meet the required capital no later than the end of the second month after becoming non-compliant or submit a restructuring plan within thirty (30) calendar days following the end of the month in which such non-compliance was reported. In addition, non-compliance with minimum capital requirements will entail a number of consequences for the financial institution, including a prohibition to open branches in Argentina or in other countries, establish representative offices abroad, or own equity in foreign financial institutions, as well as a prohibition to pay cash dividends. Moreover, the Superintendency may appoint a representative, who shall have the powers set forth by the FIL.
(ii)Non-compliance detected by the Superintendency: the institution may challenge the non-compliance determination within thirty (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 the previous item will apply.

Furthermore, pursuant to Communication “A” 5867, as amended by “A” 5889, among others, if a financial institution fails to meet market risk daily minimum capital requirements, except for any failure to meet the requirements on the last day of the month, calculated as a sum of VaR of included assets or derived from the calculation of capital requirements for interest rate, exchange rate and stock risks the financial institution must replace its capital or decrease its financial position until such requirement is met, and has up to ten (10) business days from the first day on which the requirement was not met to meet the requirement. If the financial institution fails to meet this requirement after ten (10) business days, it must submit a regularization and reorganization plan within the following five (5) business days and may become subject to an administrative proceeding initiated by the Superintendency.

Operational Risk

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.

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·                  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 entities are charged with implementing an efficient OR management system following the guidelines provided by the Central Bank. 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.

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:

a)                                     Identification and assessment: the identification process should consider both internal and external factors that could adversely affect the development of the processes and projections done 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, such as self-risk assessments, risk mapping and key risk indicators.

b)                                     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.

c)                                      Control and mitigation: financial entities must have an appropriate control system for ensuring compliance with a documented set of internal policies, which involve periodic reviews (at least annually) of control strategies and risk mitigation, and adjust these as necessary.

(a)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, such as self-risk assessments, risk mapping and key risk indicators.
(b)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.
(c)Control and mitigation: financial entities must have an appropriate control system for ensuring compliance with a documented set of internal policies, which involve periodic reviews (to occur at least annually) of control strategies and risk mitigation, and adjust these as necessary.

Pursuant to Communication “A” 5282, as amended by Communications “A” 6091 and “A” 6638, among others, the minimum capital requirements regarding OR are equal to 15% of the annual average positive gross income of the last 36thirty-six (36) months.

The OR formula is as follow:

The variables in the OR formula are defined as follows:

·Cro: the capital requirement for operational risk.
·α: 15%.
·n: the number of twelve-month consecutive terms with positive IB, based on the 36 months preceding the month of calculation. The maximum value of n is 3.
·IBt: gross income from twelve-month consecutive terms, provided that it is a positive figure, corresponding to the 36 months preceding the month of calculation.

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·                  Cro: the capital requirement for operational risk.

·                  α: 15%.

·                  n: the number of twelve-month consecutive terms with positive IB, based on the 36 months preceding the month of calculation. The maximum value of n is 3.

·                  IBt: gross income from twelve-month consecutive terms, provided that it is a positive figure, corresponding to the 36 months preceding the month of calculation.

 

IB is defined as the sum of (a) financial and service income minus financial and service expenses and (b) other income minus other expenses.

The following items are excluded from items (a) and (b) above:

(i)                                   expenses derived from the creation or elimination of reserves during previous fiscal years and recovered credits during the fiscal year that were written off in previous fiscal years;

(ii)                                profits or losses from holding equity in other financial institutions or companies, if these were deductible from RPC;

(iii)                             extraordinary or unusual gains (i.e., those arising from unusual and exceptional events that resulted in gains) including income from insurance recovery; and

(iv)                            gains from the sale of financial public sector notes, as set forth under the Central Bank regulations (“Valuación de instrumentos de deuda del sector público no financiero y de regulación monetaria del Banco Central de la República Argentina”).

(i)expenses derived from the creation or elimination of reserves during previous fiscal years and recovered credits during the fiscal year that were written off in previous fiscal years;
(ii)profits or losses from holding equity in other financial institutions or companies, if these were deductible from RPC;
(iii)extraordinary or unusual gains (i.e., those arising from unusual and exceptional events that resulted in gains) including income from insurance recovery; and
(iv)gains from the sale of classified species and measures at amortized cost of fair value with changes in other integral gains.

New financial institutions must comply, in their first month, with an OR minimum capital requirement equivalent to 10% of the aggregate requirements determined for credit and market risks, in the latter case, for the positions on the last day of that month. As from the second and up to the thirty-sixth month, the monthly capital requirement will be equivalent to 10% of the average requirements determined for the months elapsed until, and including, the calculation period based on a consideration of the risks referred to in the preceding paragraph. From the thirty-seventh month onwards, the monthly requirement is calculated based on the OR formula.

Minimum Cash Reserve Requirements

The minimum cash reserve requirement requires that a financial institution keeps a portion of its deposits or obligations readily available and not allocated to lending transactions. Pursuant to Communication “A” 3498 (astransactions and it is included in the Central Bank “Rules of Minimum Cash”, as amended and supplemented) as of March 1, 2002, the minimum cash requirement includes deposits and obligations for other financial intermediation transactions (overnight and fixed term transactions).

supplemented.

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 formal 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 domestic financial institutions (excluding special deposits related to inflows of funds Decree 616/2005), (iii) amounts owed to foreign banks (including their head offices, entities controlling domestic institutions and their branches) in connection with foreign trade financing facilities, (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, and (vii) demand obligations for money orders and transfers from abroad pending settlement to the extent that they do not exceed a 72seventy-two (72) business hour term as from their deposit.

deposit and (iii) demand obligations with business for the sales made by credit card and/or for the purchase.

The liabilities subject to these requirements are computed on the basis of the effective principal amount of the transactions, including differences in rates (either negative or positive), excluding interest accrued, past due, or to become due on the aforementioned liabilities, provided they were not credited to the account of, or made available to, third parties, and, in the case of fixed term-term deposit of UVA and UVIs, the accrued amount resulting from the increment of the value of such unit.

The basis on which the minimum cash reserve requirement is computed is the monthly average of the daily balances of the liabilitiesliabilities:

·registered at the end of each day during the period (monthly or bimonthly) prior to the one of its integration, in the case the liabilities are denominated in Pesos (in the July/August and December/January periods, the June and November averages shall be used, respectively, and in September and February, the average of the previous two-month period shall be used); or
·registered at the end of each day during the calendar month, in the case of liabilities denominated in foreign currency, or government and corporate securities.

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The averages shall be obtained by dividing the aggregate of the daily balances into the total amount of the days of each day during each calendar month, except for the period ranging from December of a year to February of the next year, period in which it shall be applied on a quarterly average. period.

Such requirement shall be complied with on a separate basis for each currency and/or security and/or instrument under monetary regulation in which the liabilities are denominated.

The table below shows the percentage rates that should be applied to determine the required minimum cash reserve requirement, depending on whether: (i) the financial entities are included in Group “A” and/or branches or subsidiaries of foreign banks are classified as systemically important (G-SIB) not included in that group; or (ii) the remaining financial entities. Section 4 of the regulations on “Authorities of financial entities” (Autoridades de entidades financieras) of the Central Bank classifies the financial entities in: (a) Group “A” which includes those entities in which the caseamount of transactionstheir assets is greater than or equal to 1% of the total of the assets of the financial system (for the purposes of calculating this indicator, the average of the assets corresponding to the months of July, August and September of the previous year will be considered, according to the data that arise from the corresponding information regime); and (b) Group “B” composed of all those entities that are not included in Peso,Group “A”. The following fees arise from Communication “A” 6616, as amended, dated December 20, 2018, its effectiveness will depend on the category undergroup to which the jurisdictionfinancial entity belongs, being February 2, 2019 for Group “A” and G- SIB and on January 1, 2019 for the remaining entities:

   Rate %
   Group A and
G-SIB
 Group B
Item   Pesos Foreign
Currency
 Pesos Foreign
Currency
1-  Checking account deposits and demand deposits opened at credit cooperatives 45     20    
2-  Savings account, salary/social security accounts, special accounts (except for deposits included on items 7 and 11), and other demand deposits and liabilities, pension and social security benefits credited by ANSES pending collection and immobilized reserve funds for liabilities covered by these regulations 45  25  20  25 
3-  Unused balances of advances in checking accounts under executed overdraft agreements 45     20    
4-  Deposits in checking accounts of non-bank financial institutions, computed for purposes of meeting their required minimum cash reserve 100     100    
5-  Time deposits, liabilities under “acceptances”, (including responsibilities for sale or transfer of credits to agents different from financial institutions), stock-exchange repos (cautions and stock exchange passive repos), constant-term investments, with an option for early termination or for renewal for a specified term and variable income, and other fixed-term liabilities, except rescheduled deposits included in the following items 7, 10 y 12 of this table, securities (including negotiable obligations), according to their outstanding term:            
   (i) Up to 29 days 32  23  11  23 
   (ii) From 30 days to 59 days 22  17  7  17 
   (iii) From 60 days to 89 days 4  11  2  11 
   (iv) From 90 days to 179 days 0  5  0  5 
   (v) From 180 days to 365 days   2    2 
   (vi) More than 365 days   0    0 
6-  Liabilities owed due to foreign facilities (not including those instrumented by term deposits, unless they are made by residents abroad linked to the entity pursuant to Section 2 of the rules on “Large Exposures to Credit Risk”, nor the acquisition of debt securities, to which they must apply the requirements provided in the previous point)            
   (i) Up to 29 days    23     23 
   (ii) From 30 days to 59 days    17     17 
   (iii) From 60 days to 89 days    11     11 
   (iv) From 90 days to 179 days    5     5 

   Rate %
   Group A and
G-SIB
 Group B
Item   Pesos Foreign
Currency
 Pesos Foreign
Currency
   (v) From 180 days to 365 days    2     2
   (vi) More than 365 days    0     0
7-  Demand and time deposits made upon a court order with funds arising from cases pending before the court, and the related immobilized balances    15     15
   (i) Up to 29 days 29     10 
   (ii) From 30 days to 59 days 22     7 
   (iii) From 60 days to 89 days 4     2 
   (iv) More than 90 days         
8-  Special deposits related to inflows of funds. Decree 616/2005    100     100
9-  Time deposits in nominative, non-transferable Peso-denominated certificates, belonging to public sector holders, with the right to demand early withdrawal in less than 30 days from its setting up 32     11 
10-  Deposits and term investments —including savings accounts and securities (including Notes)— in UVIs and UVAs, according their outstanding term         
   (i) Up to 29 days 7     7 
   (ii) From 30 days to 59 days 5     5 
   (iii) From 60 days to 89 days 3     3 
   (iv) More than 90 days         
11-  Labor Work Fund for Construction Industry Workers, denominated in UVA 7     7 
12-  Deposits and fixed term investments created in the name of minors for funds they receive freely         

Financial entities included in Group “A” and branches or subsidiaries of G-SIB not included in that group may integrate the period and daily requirement in Pesos with LELIQ and/or NOBAC up to 16 percentage points of the main officerate provided in section (i) of point 5 (in Pesos) and 9; in up to 13 percentage points of the rates provided by section (ii) of point 5 (in Pesos); in up to 3 percentage points of the rates provided by seciton (i) and (ii) of point 10 and 11; and in up to 2 percentage points of the rates provided by section (iii) of point 5.

Financial entities not included in the last paragraph up to 3 percentage points of the rates provided by sections (i) and (ii) of point 5, point 9, sections (i) and (iii) of point 10 and point 11; and in up to 2 percentage points of the rates provided in section (iii) of point 5.

In order to be admitted the integration with “National Treasury Bonds in Pesos at a fixed rate due November 2020”, LELIQ and/or NOBAC as described above, they must be valued at market prices and be deposited in Sub-account 60, minimum cash enabled in the “Central Registry and Settlement of Public Liabilities and Financial Trusts—CRyL” (Central de Registro y Liquidación de Pasivos Públicos y Fideicomisos Financieros).

The minimum cash requirement will be reduced:

(1)in accordance with the participation in the total of financing operations to the non-financial private sector in Pesos in the entity of financing to MiPyMEs in the same currency;

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Participation, in the total of financing operations to MiPyMES with
respect of total of financing operations to the non-financial private
sector, in the institution.

%

Reductions (over the
total of the concepts
included in Pesos).

%

Less than0.00
From 4 to less than 60.75
From 6 to less than 81.00
From 8 to less than 101.25
From 10 to less than 121.50
From 12 to less than 141.75
From 14 to less than 162.00
From 16 to less than 182.20
From 18 to less than 202.40
From 20 to less than 222.60
From 22 to less than 242.80
From 24 to less than 263.00
From 26 to less than 283.20
From 28 to less than 303.40
30 or more than 303.60

Calculations will consider the mobile average balance at the end of the last 12 months prior to the low report of the financings in Pesos (Loans and Credits for Financial Leases) granted to MiPyMEs in respect of the total of such financings to the non-financial private sector of the institution.

(2)Depending on the granting of financing under the“Ahora 12” Program (the implementation of the Consumer Promotion Program and the Production of Goods and Services named“Ahora 12” was created by Joint Resolution 671/2014 and 267/2014 of the former Ministry of Economy and Public Finance and the Ministry of Industry), in an amount equivalent to 2% of the sum of the financing in Pesos that the entity grants:
(i)whose destination is the acquisition of goods and services included in the aforementioned resolution and its complementary regulations; or
(ii)to non-financial companies issuing credit cards at an annual interest rate of up to 17%, insofar as these companies are part of the“Ahora 12” Program.

Effective from March 1, 2020, Communication “A” 6916 increased the 20% decrease of the requirement for “Ahora 12,” as set forth in Communication “A” 6857, to 35% of the aggregate financings in Pesos granted by the relevant institution. Additionally, Communication “A” 6916 set the limit of the deduction at 4% over the items in Pesos subject to the Central Bank Rules of Minimum Cash. Amended by Communication “A” 6937, effective from March 19, 2020, the latter percentage was raised to 6%.

(3)Depending on the cash withdrawals made through institution ATMs. The requirement will be reduced by the amount calculated on the basis of the monthly average of total daily cash withdrawals from ATMs, corresponding to the prior month, located in the institution’s operational houses, according to the jurisdiction in which is located, in accordance with the provisions of the “Locations for Financial Institutions Categorization Rules”.

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.

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(4)In the case of financial entities included in Group “A,” the requirement will be reduced by an amount equivalent to the 30% of the aggregate of all financing in Pesos to MiPyMEs – in accordance with the definition contained in the “Determination of the Status of Micro, Small or Medium-Sized Enterprises Rules”- agreed at a maximum interest of:
a.40% fixed nominal per annum until and including February 16, 2020 (which may continue to be counted until its termination).
b.35% fixed nominal per annum from February 17, 2020.

For this purpose, the average monthly balance of the financings granted the period before the requirement was calculated that meets the above conditions shall be included. This deduction may not exceed 2% of the items in Pesos subject to the requirement, on average, of the month prior to the calculation.

The financings calculated for this item 4 deduction cannot be included for the determination of the item 1 above deduction.

(5)In accordance with the special treatment provided for financing under Resolution No. 1/19 of the Ministry of Territorial Development and Habitat.

For the period from February 2020 until January 2021 inclusive, the minimum cash requirement in Pesos will be reduced by 0.8% over the contractual balance – at the end of November 2019- from the financings that the institution decides to subject to the special treatment provided by point 6.4 of the “Credit Policy Rules.”

Whenever there is an excessive concentration of liabilities (in holders and/or terms), which implies a significant risk with respect to the individual liquidity of the financial institution and/or has a significant negative effect on the systemic liquidity, additional minimum cash may be set on the liabilities included in the financial entity falls (Communication “A” 6195) and Communication “A”6080):and/or those complementary measures that are deemed pertinent.

 

 

Rate %

 

 

 

Category I

 

Categories II to VI

 

Item

 

Pesos

 

Foreign
Currency

 

Pesos

 

Foreign
Currency

 

1-

Checking account deposits

 

20

 

 

 

18

 

 

 

2-

Savings account, basic account and free universal account

 

20

 

25

 

18

 

25

 

3-

Legal custody accounts, special accounts for savings clubs, salary/social security accounts, special checking accounts for legal entities and social security savings accounts

 

20

 

25

 

18

 

25

 

4-

Other demand deposits and liabilities, pension and social security benefits credited by ANSES pending collection and immobilized reserve funds for liabilities covered by these regulations

 

20

 

25

 

18

 

25

 

5-

Unused balances of advances in checking accounts under executed overdraft agreements

 

20

 

 

 

18

 

 

 

6-

Deposits in checking accounts of non-bank financial institutions, computed for purposes of meeting their required minimum cash reserve

 

100

 

 

 

100

 

 

 

 

 

Rate %

 

 

 

Category I

 

Categories II to VI

 

Item

 

Pesos

 

Foreign
Currency

 

Pesos

 

Foreign
Currency

 

7-

Time deposits, liabilities under acceptances, repurchase agreements (including responsibilities for sale or transfer of credits to agents different from financial institutions), stock-exchange repos (cautions and stock exchange passive repos), constant-term investments, with an option for early termination or for renewal for a specified term and variable income, and other fixed-term liabilities, except rescheduled deposits included in the following items 11, 12, 13 and 14 of this table:

 

 

 

 

 

 

 

 

 

 

(i) Up to 29 days

 

14

 

23

 

13

 

23

 

 

(ii) From 30 days to 59 days

 

10

 

17

 

9

 

17

 

 

(iii) From 60 days to 89 days

 

5

 

11

 

4

 

11

 

 

(iv) From 90 days to 179 days

 

1

 

5

 

0

 

5

 

 

(v) From 180 days to 365 days

 

 

2

 

 

2

 

 

(vi) More than 365 days

 

 

0

 

 

0

 

8-

Liabilities owed due to foreign facilities (not executed by means of time deposits or debt securities)

 

 

 

 

 

 

 

9-

Securities (including Notes)

 

 

 

 

 

 

 

 

 

 

(i) Up to 29 days

 

14

 

23

 

14

 

23

 

 

(ii) From 30 days to 59 days

 

10

 

17

 

10

 

17

 

 

(iii) From 60 days to 89 days

 

5

 

11

 

5

 

11

 

 

(iv) From 90 days to 179 days

 

1

 

5

 

1

 

5

 

 

(v) From 180 days to 365 days

 

 

2

 

 

2

 

 

(vi) From 365 days

 

 

 

 

 

10-

Liabilities owing to the Trust Fund for Assistance to Financial and Insurance Institutions

 

 

 

 

 

 

 

11-

Demand and time deposits made upon a court order with funds arising from cases pending before the court, and the related immobilized balances

 

13

 

15

 

13

 

15

 

12-

Special deposits related to inflows of funds. Decree 616/2005

 

 

 

100

 

 

 

100

 

13-

Time deposits in nominative, non-transferable Peso-denominated certificates, belonging to public sector holders, with the right to demand early withdrawal in less than 30 days from its setting up

 

16

 

 

 

15

 

 

 

14-

Deposits and term investments —including savings accounts and securities (including Notes)— in UVIs and UVAs

 

 

 

 

 

 

 

 

 

 

(i) Up to 29 days

 

7

 

 

6

 

 

 

(ii) From 30 days to 59 days

 

5

 

 

4

 

 

 

(iii) From 60 days to 89 days

 

3

 

 

2

 

 

 

(iv) More than 90 days

 

 

 

 

 

15- Deposits and fixed term investments created in the name of minors for funds they receive freely

 

 

 

 

 

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 abovementioned requirements, the reserve for any defect in the application of resources in foreign currency net of the balances of cash in the entities, in custody in other entities, in transit and in Transporters of Securities, for a certain month, shall be applied to an amount equal to the minimum cash requirement of the corresponding currency for each month.

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:

(1)Accounts maintained by financial institutions with the Central Bank in Pesos.
(2)Accounts of minimum cash maintained by financial institutions with the Central Bank in U.S. dollars, or other foreign currency.
(3)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.
(4)Checking accounts maintained by non-bank financial institutions with commercial banks for the purpose of meeting the minimum reserve requirement.
(5)Special accounts maintained with the Central Bank for transactions involving social security payments by the ANSES.

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1.              Accounts maintained by financial institutions with the Central Bank in Pesos.

2.              Accounts of minimum cash maintained by financial institutions with the Central Bank in U.S. dollars, or other foreign currency.

3.              Special guarantee accounts for the benefit of electronic clearing houses and to cover settlement of credit card and ATM transactions and immediate transfer funds.

4.              Checking accounts maintained by non-bank financial institutions with commercial banks for the purpose of meeting the minimum reserve requirement.

5.              Special accounts maintained with the Central Bank for transactions involving social security payments by the ANSES.

6.              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 — CRYL”) for public securities and securities issued by the Central Bank at their market value.

(6)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– CRYL”) for public securities and securities issued by the Central Bank at their market value.

These eligible items are subject to review by the Central Bank and may be changed in the future.

The Central Bank makes interest payments on reserve requirements up to the legal cash requirement level established for term transactions. Reserves in excess of that requirement will not be compensated.

Compliance on public bonds and time deposits must be done with holdings marked to market and of the same type, only in terms of monthly status. Holdings must be deposited in special accounts at the Central Bank.

Compliance with the minimum cash reserve requirement will be measured on the basis of the monthly average of the daily balances of eligible items maintained during the monthperiod to which the minimum cash reserve refers by dividing the aggregate of such balances by the total number of days in the relevant period.

The compensation of deficit positions with surplus positions corresponding to different requirements will not be accepted.

The aggregate balances of the eligible items referred to above, maintained as of each daily closing, may not, on any one day during the month, be less than 50%25% of the total required cash reserve, excluding the requirement for incremental deposits, determined for the next preceding month,period, recalculated on the basis of the requirements and items in force in the month to which the cash reserves relate.relate, without considering the effects of the application of the provisions of section “1.7 Transfers” of the “Minimum Cash” rules. The daily minimum required is 70%50% when a deficit to the admitted transfer margin occurs in the previous month.

period.

Any deficiencies in meeting the required minimum cash reserve and the daily minimum reserve in Pesos, in foreign currency, or securities or debt instruments for monetary regulation are subject to a penalty in Pesos, equal to twice1.5 times the private banks’ Buenos Aires Depositsaverage nominal interest rate of Large Amount Rate (“BADLAR”) rate for deposits in Pesos forthe shorter term peso denominated LELIQs auction published on the last business day of the month.

Any deficiencies in meeting the required minimum cash reserve and the daily minimum reserve in foreign currency are subject to a penalty equal to twice the private banks’ BADLAR rate for deposits in U.S. dollarsrelevant period or, twice the 30-day U.S. dollar LIBOR rate forif not available, the last business dayone available.

LELIQ global daily position

Pursuant to Communication “A” 6661 of the month (whichever is higher).

Minimum cash requirements may decrease:

1.              according toCentral Bank, the participation in total financing to the non-financial private sector in pesos in the micro, small and medium-sized enterprise (“MiPyMES”);

2.              based on cash withdrawals made through ATMsLELIQ global daily position of the entity;

3.              depending onbanks shall not exceed the accreditations made by the National Social Security Administration (ANSES) for the payment of social security benefits;larger sum between:

(1)the RPC of the bank in the immediately preceding month; and
(2)100% of the monthly average of the total deposits in Pesos, excluding the financial sector’s and the notes in Pesos issued until February 8, 2019 in the current month.

4.              depending on the granting of financing to MiPyMES from section 1.1.14 of Section 1, Chapter XVIII, LISOL of Central Bank regulations;

5.              depending on the granting of financing under the “Ahora 12” Program. The implementation of the Consumer Promotion Program and the Production of Goods and Services named “Ahora 12” was created by Joint Resolution 671/2014 and 267/2014 of the former Ministry of Economy and Public Finance and the Ministry of Industry. Minimum cash requirements may increase with a defect in the application of credit quotas to clients other than MiPyMEs. Minimum foreign cash requirements may decrease in the event of a relaunching of LEBAC’s (Central Bank bills) subscriptions.

Internal Liquidity Policies of Financial Institutions

Liquidity Coverage Ratio

Pursuant to the Central Bank’s regulations on the liquidity coverage ratio (the “LCR”), 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 and must comply with the liquidity coverage ratio established thereunder, under a 30-day stress test scenario with a 30 day horizon.scenario. 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 situation, likely trends and the impact on credit availability, and (iii) the ability to obtain funds by selling government debt securities and assets.

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 liquidity coverage ratio (“LCR”),LCR, which will require daily monitoring. The participation and coordination of the entity’s top management authority (e.g., a 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 the country.

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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 10ten (10) calendar days from the date of any such change.

Liquidity Parameters

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.

·gaps in contractual terms;
·funding concentration;
·available assets free of restrictions;
·LCR for relevant currency; and
·market-related monitoring tools.

Additionally, Communication “A” 6209, as amended, sets forth that financial institutions must have an adequate stock of high-quality liquid assets (“HQLA”) free of any restrictions which can be immediately converted into cash in order to cover their liquidity needs during a period of 30 days in case of a stress scenario. Also, financial institutions must carry out their own stress tests so as to determine the liquidity level they should maintain in other scenarios, considering a period higher than 30 calendar days.

The LCR must be equal to or greater than 1 (that is to say, the stock of HQLA must not be lower than the total net cash outlays) in the absence of a financial stress scenario. If this is not the case, the LCR may fall below 1.

The Central Bank describes how to categorize a stress scenario, taking into account the following: the partial loss of retail deposits; the partial loss of wholesale non-guaranteed funding capacity; the partial loss of guaranteed funding; additional fund outlays due to situations contractually provided for as a consequence of a significant decline in the

financial institution’s credit quality; market volatility increases that have an effect on the quality of guarantees or on the potential future exposure of positions in derivatives; the unforeseen use of credit and liquidity facilities compromised and available but not used that the financial institution may have granted to its clients; and/or the need that the financial institution may experience to repurchase debt or to comply with non-contractual obligations so as to mitigate its reputational risk.

Pursuant to Communication “A” 5724, for implementing the above, the financial institutions must consider the following schedule:

Period

Ratio

January 2016 to December 2016

0.70

January 2017 to December 2017

0.80

January 2018 to December 2018

0.90

As of January 2019

1.00

The LCR calculation must be made on a permanent basis and informed to the Central Bank on a monthly basis.

The HQLA can only be made up of the following portfolio assets (consider as Tier 1 (An1)) at the day of the calculation. In order to calculate the LCR, the related assets include, among others, 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 International Monetary Fund,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).

Net Stable Funding Ratio

Recently,In August 2017, the Central Bank introduced the net stable funding ratio (“NSFR”), effective as of January 1, 2018. The purpose of this ratio (which complements the LCR) is to encourage that long-term assets be financed with stable resources and, in this way, mitigate the risk of eventual tense situations in funding. By requiring financial institutions to maintain a stable funding profile in relation to the composition of their assets and off-balance sheet operations, the NSFR limits excessive dependence on short-term wholesale funding, promotes a better assessment of the funding risk of the items on and off balance sheet and favors the stability of the sources of funds.

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The NSFR is defined as the quotient between the available amount of stable funding (MDFE) andrelative to the required amount of stable funding, (MRFE):

NSFR: MDFE / MRFE

Where:

MDFE:where: AASF (Available Amount of Stable Funding) is part of the capital and liabilities of the financial entityinstitution – calculated in the manner set forth in Section 2 – that are expected to be available forover a periodone -year term. RASF (Required Amount of one year; and itStable Funding) is calculated based on the general characteristics of the funding sources that financial institutions have that affect their stability, such as the contractual maturity of their liabilities and the different propensities to withdraw funds that have different providers of anchoring.

MRFE: the amount of funding necessary during thisfor such period which is a function– calculated in the manner set forth in Section 3 – based on its liquidity and remaining life of the liquidity and residual term of the entity’sinstitution’s assets and of its off-balance sheet commitments; and it is calculated taking into account the general characteristics of the liquidity risk profile of the assets and of the off-balance-sheet exposures of the financial institution.

obligations.

The NSFR mustshall be at all times be greater than or equal to one.1 (NSFR > 1). It shall be supplemented with the assessment made by the Superintendency. The Superintendency may requiredemand the entityinstitution to adopt stricter standards in order to reflect its funding risk profile, also taking into account for that purpose the evaluation that has beenassessment made of compliancein connection with the rules on “Guidelines“Risk Management Guidelines for risk managementFinancial Institutions” in financial institutions” in terms of liquidity byconnection with the entity.institution’s liquidity.

Entities mustThe Financial Institutions shall observe the NSFR at all times and report it on a quarterly basis to the Superintendency quarterly through the information regime established for this purpose.Superintendency.

Credit Risk Regulation

The regulations on credit risk establish standards in order to reduce such risk without significantly eroding average profitability. There are three types of ratios that limit a lender’s risk exposure, namely: risk concentration limits, limits on transactions with customers on the basis of the institution’s capital and credit limits on the basis of the customer’s net worth.

Risk concentration: regulations include the concept of risk concentration, defined as the sum of loans that individually exceed 10% of the financial institution’s RPC. Total operations may not exceed, at any time:

·                  three times the institution’s RPC for the previous month, without considering the operations involving local financial institutions;

·                  five times the institution’s RPC for the previous month, on total financings; and/or

·                  ten times the institution’s RPC for the previous month, for second tier commercial banks when taking into account transactions with other financial institutions.

The three times and five times limits listed above are increased to four times and six times the institution’s RPC for the previous month, respectively, whenever increases are allocated to provide assistance to trusts or fiduciary funds from the non-financial public sector.

Loans (other than inter-bank loans) that exceed 2.5% of the financial institution’s RPC must be recommended by senior management and approved by the institution’s Board of Directors or similar authority.

Diversification of risk: Financial institutions must ensure that their loan portfolio is diversified among the highest possible number of individuals or companies and across all economic sectors to avoid a concentration of risk arising from a small group of individuals or companies or related to a specific sector that could significantly affect the institution’s assets.

Degree of risk: In the case of credit limits based on the customers’ net worth, as a general rule the financial assistance cannot exceed 100% of the customer’s net worth. The basic margin may be increased by an additional 200% provided such additional margin does not exceed 2.5% of the financial institution’s RPC as of the last day of the second month prior to the date of the financing and the increase is approved by the Board of Directors of the relevant financial institution.

Limits on Credit Assistance

Maximum individual limits on credit assistance for non-related clients are calculated as a percentage of the financial institution’s RPC.

Maximum limits for credit assistance to non-financial public sector are as follows:

Transactions with the non-financial public sector

Maximum limit (*)

i) Transactions with the national public sector

50

%

ii) Transactions with each provincial jurisdiction or the City of Buenos Aires

10

%

iii) Transactions with each municipal jurisdiction

3

%


(*) Individual limits will be increased by 15% when the increase is applied to financial assistance granted to trusts or fiduciary funds, subject to certain conditions and related to the financing of public sector or the inclusion of debt instruments issued by them.

Globally, lending to the public sector cannot exceed 75% of the institution’s RPC. Monthly credit assistance to the public sector cannot exceed 35% of a financial institution’s assets.

Maximum limits for credit assistance to the non-financial private sector of the country and non-financial sector abroad are as follows:

Transactions with the non-financial private sector of the country and non-financial sector abroad

Maximum limit

i)

For each borrower

a) Unsecured financings

15

%

b) Total financings (secured or unsecured) and/or collateralized obligations including financings guaranteed by third parties

25

%

ii)

For each Reciprocal Guarantee Company (RGC) (including affiliates) or public guarantee fund

25

%

iii)

For each export credit insurance company

15

%

Maximum limits for credit assistance to the financial sector of the country are as follows:

 

 

 

 

Taker

 

Transactions with the financial sector of the country

 

Lender

 

Rated 1, 2 or 3

 

Rated 4 or 5

 

i)

Financing by a financial institution that is not a second tier commercial bank to a local financial institution

 

Rated 1, 2 or 3

 

25

%

25

%

 

Rated 4 or 5

 

25

%

0

%

ii)

Financing by a financial institution that is a second tier commercial bank

 

Rated 1, 2 or 3

 

100

%

100

%

 

Rated 4 or 5

 

100

%

0

%


*This limit can be divided in two segments, with and without collateral, in each case by 25% subject to compliance with certain requirements.

Maximum limits for credit assistance to the financial sector abroad are as follows:

Transactions with the financial sector abroad

Maximum limit

i)

Investment grade banks

25

%

ii)

Non-investment grade banks

5

%

The allocation of margins for exposure to counterparty credit risk in derivative contracts is done on the basis of risk-sensitive measures and the features of each particular type of transaction (type of contract, frequency of marking to market, volatility of the asset). Transactions to be included are forwards, futures and options on shares and public bonds, and Central Bank debt instruments for which volatility is published, purchase and sale options on such assets, and swaps.

Limits for Affiliated Individuals

The aggregate amount of relevant transactions with affiliated companies or individuals may not exceed at any time the limits of the financial institution’s net worth as of the last day of the month prior to the month of calculation, according to the following general rules:

·                  in the case of local financial institutions which have transactions that are subject to consolidation by the lender or borrower, when the entity receiving financial assistance (i) has received a grade 1 rating by the Superintendency, the financial institution can provide assistance in an amount up to 100% of its computable net worth; or (ii) has received a grade 2 rating by the Superintendency, general financial assistance can be provided for an amount up to 10% of the financial institution’s computable net worth; and additional assistance in an amount up to 90% of said computable net worth as long as loans and other credit facilities mature within 180 days;

·                  in the case of local financial institutions not included in (i) above, the financial institution can provide assistance in an amount up to 10% of its computable net worth; and

·                  in the case of other related local companies that exclusively provide complementary services to the activity performed by the financial institution, as well as related foreign banks rated “investment grade,” such companies may receive assistance in an amount of up to 10% of the computable net worth of the financial institution which grants assistance.

If the financial institution has a rating of 4 or 5, financial assistance to a related person or company cannot be granted, except in certain special situations.

Finally, the total, non-excluded amount of financial assistance provided to, and the shareholder participation in the related individuals and companies by a financial institution cannot exceed 20.0% of the institution’s Argentine regulatory capital, except when the applicable limit is 100.0%.

Under Central Bank regulations, a person is “related” to a financial institution (and thus part of the same “economic group”):

·                  if the financial institution directly or indirectly controls, is controlled by, or is under common control with, such person;

·                  if the financial institution or the person that controls the financial institution and such person has or may have common directors to the extent such directors, voting together, will constitute a simple majority of each board; or

·                  as an exception, determined by the Board of Directors of the Central Bank (pursuant to a proposal from the Superintendency).

In turn, control by one person over another is defined under such regulations as:

·                  holding or controlling, directly or indirectly, 25.0% or more of the voting stock of the other person;

·                  having held 50% or more of the voting stock of the other person at the time of the last election of directors;

·                  holding, directly or indirectly, any other kind of participation in the other person (even if it represents a participating interest below the abovementioned percentages) so as to be able to prevail in its shareholders’ or Board of Directors’ meetings; or

·                  when the Board of Directors of the Central Bank, pursuant to a proposal from the Superintendency, determines that a person is exercising a controlling influence, directly or indirectly, in the direction or policies of another person.

The regulations contain several non-exclusive factors to be used in determining the existence of such controlling influence, including, among others:

·                  the holding of a sufficient amount of the other person’s capital stock as to exercise influence over the approval of such person’s financial statements and payment of dividends;

·                  representation on the other person’s Board of Directors;

·                  significant transactions between both persons;

·                  transfers of directors or senior officers between both persons;

·                  technical and administrative subordination by one person to the other; and

·                  participation in the creation of policies of the financial institution.

Interest rate and fee regulations

Maximum lending rates

Leverage Ratio

Pursuant to Communication “A” 5590, which was in force from June 2014 to December 2015,6431, effective as of March 1, 2018, the Central Bank established limitsincorporated a ratio to lending rates applicablelimit the leverage of financial institutions in order to consumer financingavoid 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 respecta minimum capital requirement simple and not based on risk.

The leverage ratio, which must be greater than or equal to personal loans3%, arises from the following expression:

Ratio (as %) = Measure of capital / Measure of exposure where the measure of capital will be the basic net worth, and pledge loans granted to retail customers, that are not considered as MiPyMEs.

Pursuant to these limits, two groups of institutions were defined: (i) financial entities with non-financial private sector deposits in Pesos, taking into account the averagemeasure of the three months priorexposure will be the sum of (i) the exposures in the asset (excluding the items corresponding to April 2014, equal to or higher than 1% of the total non-financial private sector deposits of the financial system (Group I)derivatives and Securities Financing Transactions (SFT)), (ii) all other financial institutions (Group II).

In the case of institutions falling under Group I, the Central Bank would publish on a monthly basis the maximum interest rates that these financial institutions were authorized to apply to each financing disbursed and/or restructured. The maximum interest rates wereexposures by derivatives, (iii) exposures for SFT transactions, and (iv) off-balance-sheet items. Both measures must be calculated based on the productclosing balances of multiplying the most recent “reference interest rate” (as published by the Central Bankeach quarter.

Interest rate and based on the simple average of the cut-offfee regulations

Maximum lending rates applicable to Central Bank bills for a term closest to 90 days, two months before the disbursement) by the following multiples: (i) in respect of pledge loans: 1.25; (ii) in respect of overdrafts, credit card loans and mortgages on housing assigned to financial institutions by third parties, as receivables in respect to trusts where trust assets were constituted by them, and as collateral for granting loans: 2.00; and (iii) in respect of personal loans: 1.45.

In the case of Group II, the multiples used were as follows (i) in respect of pledge loans: 1.40; (ii) in respect of overdrafts, credit card loans and mortgages on housing assigned to financial institutions by third parties, as receivables in respect to trusts where trust assets were constituted by them, and as collateral for granting loans: 2.00; and (iii) in respect of personal loans: 1.80.

On December 17, 2015, the Central Bank issued Communication “A” 5853 (as amended by Communication “A” 5891, among others), pursuant to which the provisions that established maximum interest rates applicable to the lending transactions described above ceased to have effect in respect of any new transactions conducted as from and including such date. In addition, Communication “A” 5853 established the basic requirement that compensatory interest rates be freely agreed upon among financial institutions and their customers in accordance with established provisions under applicable statutory regulations, such as Central Bank regulationsrules which state the maximum interest rate applicable to credit card facilities. Also, the punitive fee in addition to compensatory interest will be freely agreed upon among financial institutions and their customers.

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 transactions conductedlinked to credit cards:

·in those granted by financial institutions, the rate may not exceed more than 25% of the average of the interest rates applied by the entity, during the immediately preceding month, weighted by the corresponding amount of personal loans withoutin remsecurity interests granted in the same period;

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·in those granted by other issuing entities, the rate may not exceed the simple average of the system’s rates for open market personal loan operations (general customers) by more than 25%, with noin remsecurity interest, published by the Central Bank on a monthly basis, prepared on the basis of information corresponding to the second previous month, taking into account the provisions of the preceding point.

Punitive fees in credit cards linked financing transactions, may not exceed more than 50% to the compensatory interest rate that the issuer charges for the financing of outstanding debt of credit cards.

Zero interest-rate financings policy

By means of Communication “A” 6993, dated April 24, 2020, with the purpose of containing the impact the ongoing COVID-19 pandemic, the Central Bank established a zero interest-rate financing policy, applicable only to the eligible clients to be later determined by AFIPto whom the financial institutions may grant credit card financings to be paid in at least 12 equal and consecutive installments after a regulated rate, any non-compliance identified until December 31, 20156-month grace period. In regards to these loans, the minimum cash requirement will be addressed pursuantreduced in accordance with the provisions of Decree No. 332/2020 (as amended and restated). Additionally, companies which are granted a zero interest-rate loan may not, until full repayment: (i) access the foreign exchange market to carry out operations corresponding to the rulesformation of external assets, remittance of family aid and derivatives; and, (ii) sell securities with settlement in effect as of December 16, 2015. For any non-compliance identified as from January 1, 2016, the rules established by Communication “A” 5849 will be applicable. Communication “A” 5849 establishes the procedure for reimbursing customers any amounts charged by financial institutions in excess of the applicable maximum lending rate.foreign currency or transfer them to other depositary entities (contado con liquidación).

 

Minimum term deposit rates

Pursuant to Communication “A” 5640, which was in effect from October 2014 to December 2015, the Central Bank established minimum interest rates applicable to term deposits made by individuals (in a principal amount equal to or lower than the amount covered by Seguro de Depósitos S.A. (“SEDESA”) at the time) (i.e., deposits not exceeding Ps.350,000). Communication “A” 5659, issued on October 31, 2015, increased the monthly contribution that banks were required to set aside each month to fund the Deposits Guarantee Fund (“Fondo de Garantía de los Depósitos”) from 0.015% to 0.060% of the monthly average of the daily deposits balance. On April 7, 2016, the Central Bank issued Communication “A” 5943, as5853 (as amended and supplemented by Communication “A” 6462, pursuant to which the monthly contribution rate reverted back to 0.015% of the monthly average of the daily deposits balance, and as of May 1, 2016, the amount covered was extended to Ps.450,000.

The interest rate applicable to such deposits could not be lower than the result of multiplying the most recent “reference borrowing rate” (as published by the Central Bank and based on the simple average of the cut-off rates applicable to Central Bank bills for a term closest to 90 days, two months before the withdrawal of the deposits) by

the following multiple, depending on the original term of each deposit: (a) from 30 to 44 days: 0.91, (b) from 45 to 59 days: 0.93 and (c) from 60 to 119 days: 0.97, (d) from 120 to 179 days: 0.98 and (e) over 180 days: 0.99.

On December 17, 2015, the Central Bank issued Communication “A” 5853, pursuant to which5891, among others) the provisions that established minimum interest rates applicable to the term deposits described above ceased to have effect in respect of any new transactions conducted as from and including such date. The remuneration for fixed-rate deposits and term investments will be established at a rate freely agreed upon among the parties.

With respect to transactions conducted at a regulated rate, any non-compliance identified on or before December 31, 2015 will be addressed pursuantparties according to the applicable rules in effect asfor each type of December 16, 2015. For any non-compliance identified as from January 1, 2016, the rules established by Communication “A” 5849 will be applicable. Communication “A” 5849 established the procedure by which financial institutions must pay customers any amounts due as a result of non-compliance with the applicable minimum term deposit rates.operation.

Fees

On October 6, 2013, the Central Bank issued Communication “A” 5460, granting broad protection to financial services customers. The protection includes, among other things, the regulation of fees and commissions charged by financial institutions for services provided. Fees and charges must represent a real, direct and demonstrable cost and should be supported by a technical and economic justification. It is worth noting that Communication “A” 5514 sets forth an exception to the enforcement of Communication “A” 5460 for certain credit agreements that have pledges as collateral and are issued before September 30, 2018.

On June 10, 2014, the Central Bank issued Communications “A” 5591 and “A”5592, through which established new rules regarding fees and charges for basic financial products and services. Beginning on the effective date of the rule, financial institutions must have prior authorization from the Central Bank to implement increases to the cost of those services. The rule also specifically defines which financial services are considered basic.

On December 23, 2014, the Central Bank issued Communication “A” 5685 amending Communication “A” 5460, setting forth that any increase in commissions of new products or services must have the prior authorization of the Central Bank.

On August 21, 2015, the Central Bank issued Communication “A” 5795, (asas amended and supplemented by several regulations, including but not limited to Communication “A” 5828)5828, establishing additional rules aimed at protecting financial services customers by reinforcing regulations that prohibit financial institutions from charging fees and commissions related to insurance products that financial services customers purchase as accessories of financial services, regardless of whether it is a customer request or a condition set by the financial institution to access the financial service. In this regard, beginning on November 13, 2015, financial institutions may not receive remunerations or profits from such insurance products or receive remunerations or profits, directly or indirectly, from insurance companies with respect to such products.

118 

 

Furthermore, Communication “A” 5828 creates a distinction between “life insurance on debit balances” and “other insurance,” establishing for the former that financial institutions cannot charge users any fee and/or charge associated with such kind of insurance. Financial institutions must purchase life insurance on debit balances with coverage for death or permanent total disability with respect to financings granted to human beings. Alternatively, they can self-insure the risks of death and permanent total disability of financial services clients. In both cases, coverage must fully cover the amount due in case of death or total permanent disability of the beneficiary.

On March 21, 2016, the Central Bank issued Communication “A” 5927 (as supplemented by Communication “A” 5928) that established new rules aimed at protecting the financial users.user and an increase of the banking services use. In this regard, beginning on April 1, 2016, the electronic transfers ordered or received by clients categorized as financial services customers who make electronic transfers willwould not be charged with fees or commissions. ClientsFor clients that do not meet suchthis category, (such as certain companies) that makecompanies, transfers of funds of up to Ps.250,000, ordered or received by electronic means, will not be charged fees or commissions. Communication “A” 5927 also established that immediate transfers of funds of up to Ps.100,000 per day and per account can be made via the internet (home banking)home banking every day of the year.

On March 21, 2016, the Central Bank issued Communication “A” 5928, pursuant to which all savingssaving accounts willshall be free, including the use of the corresponding debit card. In this regard, all existing and new savingssaving accounts will nowshall be free of charge. Savingcharge, as well as for new clients. The saving accounts willshall not face minimumhave amount requirementslimits, or any charge related to their creation, maintenance or renewal.renovation. In addition, pursuant to such regulation, commissions could be increased up to 20%, but clientssuch increase must be notified of such increase 60informed to the client sixty (60) days in advance. Furthermore, as of September 1, 2016 commissions’ caps on commissions will beare eliminated, but financial institutions will have to notifyinform their customers regardingin advance about the commissions that other financial entities will beare charging.

Lastly, throughCentral Bank issued Communication “A” 6212, effective as of April 1, 2017, the Central Bank issued a scheme to gradually reduce, on an annual basis, which reduces credit card and debit card sales commissions. In this regard,commissions on a gradual annual plan. Pursuant to Comminication “A” 6212, the maximum credit card sales commission rate for 2017 is 2.0% and for 2018, 2019, 2020 and 2021 and after, will be 1.85%, 1.65%, 1.50% and 1.30%, respectively. The maximum debit card sales commissions for 2017 is 1.0% and for 2018, 2019, 2020 and 2021 and after, will be 0.90%, 0.80%, 0.70% and 0.60%, respectively.

Moreover, pursuant to Communication “A” 6681, banks are not allowed to charge fees or commissions to SMEs for over-the-counter cash deposits.

Maximum term for payments to commerces 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 commerces and providers 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.

Mandatory extension of credit facilities for productive investments

On July 5, 2012, the Central Bank issued Communication “A” 5319, mandating financial entities to extend credit facilities for productive investments, (the “2012 Quota”), according to the terms and conditions described therein. Subsequently,Recently, the Central Bank issued CommunicationCommunications “A” 5380 and “A” 5449 (the “2013 Quota”), “A” 5516 and “A” 5600 (the “2014 Quota”), “A” 5681 and “A” 5771 (the”2015 Quota”),”A” 5874 and “A” 5975 (the “2016 Quota”), “A” 6084 and6352 “A” 6259 (the “2017 Quota”) and “A” 6352 (the “2018 Quota”), establishing newthe regulations applicable to credit facilities for productive investments (the “Quota”).corresponding for those years. The 2012 Quota, the 2013 Quota, the 2014 Quota, the 2015 Quota, the 20162017 Quota and the 20172018 Quota are not cumulative and must be complied with, independently, in each year.

Financial Institutionsinstitutions subject to this regime are those operating as financial agents of the national, provincial, City of Buenos Aires and/or municipal governments and/or those whose participation in the deposits of the non-financial private sector in Pesos, are equal to or greater than 1% of the total deposits in the financial system. Through Communication “A” 6352 issued on November 3, 2017, the Central Bank started to gradually reduce the percentage of these facilities, until its complete elimination scheduled in December 2018.

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2014 Quota

Financial entities included in the 2014 quota must extend credit facilities for an amount equivalent to 5% of the nonfinancial private sector deposits in Pesos, calculated according to the balance resulting as of the end of November 2013, for the first tranche, and for an amount equal to at least 5.5% of deposits of non-financial private sector deposits in Pesos, calculated according to the balance resulting as of the end of May 2014, for the second tranche.

The maximum interest rate for the first tranche is 17.50% and for the second tranche is 19.50% fixed per annum for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 300 basis points.

The 2014 Quota must target 100% of the credit facilities rendered to micro, small- and medium-sized enterprises. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. Financing under the first tranche must be granted by June 30, 2014. Financing under the second tranche must be granted by December 31, 2014.

The maximum interest rate for the second semester of 2014 Quota is 19.50% fixed per annum for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 300 basis points.

2015 Quota

Financial entities included in the 2015 Quota must extend credit facilities in the first tranche for an amount equal to at least 6.5% of deposits of non-financial private sector deposits in Pesos, calculated according to the average

balances of November 2014, and in the second tranche for an amount equal to at least 7.5% of deposits of non-financial private sector deposits in Pesos, calculated according to the average balances of May 2015.

The maximum interest rate for the 2015 Quota was established at a fixed 19% per annum for the first tranche and at a fixed 18% per annum for the second tranche, for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the BADLAR rate in Pesos plus 150 basis points for the first tranche and BADLAR rate in Pesos plus 50 basis points for the second tranche.

The 2015 Quota must target 80% of the credit facilities rendered to micro, small- and medium-sized enterprises. The remaining 20% can target enterprises that exceed the maximum established for their area of activity in the rules on “micro-, small- and medium- sized enterprises” and that the total exports do not exceed the 20% of total sales of the last financial year. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. All financing under the 2015 Quota must be granted by December 31, 2015.

2016 Quota

Central Bank Communication “A” 5874, as amended, sets forth the following guidelines for the 2016 Quota:

Financial entities acting as financial agents for the national, provincial, Autonomous City of Buenos Aires’ and/or municipal governments and/or whose share in the non-financial private sector deposits in Pesos in the financial system is equal to or greater than 1%, based on the simple average of daily balances of the non-financial private sector deposit in Pesos for the previous calendar six-month period, will be required to extend credit facilities equivalent to at least 14% of the non-financial private sector deposits in Pesos, calculated on the basis of the monthly average of daily balances in November 2015 and, as of July 1, 2016, to at least 15.5% of the non-financial private sector deposits in Pesos, calculated on the basis of the monthly average of daily balances in May 2016.

In the case of entities falling within the above scope whose share of total non-financial private sector deposits in Pesos is lower than 0.25% (calculated as described in the preceding paragraph) the percentage to be applied will be not less than 8% - and not less than 9% from July 1, 2016, to December 31, 2016.

Not less than 75% of the 2016 Quota must be allocated to credit facilities intended for micro-, small- and medium- sized enterprises.

Communication “A” 5874 and “A” 5975 established the type of financing which may be considered eligible to be computed as part of the 2016 Quota, which includes the following:

(i)                      Financing of investment projects (meaning financing extended for the purchase of capital goods and/or the construction of facilities necessary for the production of goods and/or services and for the commercialization of goods and/or services; financing of working capital for investment projects for up to an amount equivalent to 20% of the total project amount; the purchase of real estate, provided the financing amount does not exceed 70% of the value attributable to the constructions built on the land; financing for the purchase of motor vehicles and machinery, provided that the purchase transaction be carried out at the selling price applied to cash transactions; among others);

(ii)                   Discount of deferred payment checks, certificates of public works (or any documentation that may replace them) and invoices and promissory notes for customers that are micro-, small- and medium- sized enterprises for up to an amount equivalent to 30% of the first tranche of the 2016 Quota, and for the whole quota of the second tranche of the 2016 Quota;

(iii)                Inclusion, by means of an assignment or discount, of financing facilities provided to users of financial services, or of receivables in respect of trusts whose trust assets consist — primarily — of such financing provided by financial entities not included within the scope of the above mentioned rules, with a total nominal annual financial cost not exceeding 27%, for the financings granted as of October 31, 2016, and 21% for the financings granted as of November 1, 2016, which may amount to up to 5% of the 2016 Quota;

(iv)               Microcredit extended to micro entrepreneurs that meet certain requirements (including that, either individually or as a family group, they do not have revenues exceeding two adjustable minimum living wages and are not registered as value added tax, income tax and personal assets tax payers with AFIP). On a supplemental basis, micro entrepreneurs may be granted loans for the purchase of consumption goods or services;

(v)                  Loans extended to natural persons at an interest rate of up to a nominal annual 22% for the first year and as from the second year, if the above rate is not maintained, at a variable interest rate equivalent to the Peso BADLAR rate charged by private banks, plus 150 basis points. The proceeds of these loans must be used directly for the purchase of a sole family dwelling for the respective family group, and must be implemented by means of a collateral assignment of rights in the trusts created for the construction of those properties , subject to certain conditions. This type of financing may collectively amount to up to 10% of the 2016 Quota;

(vi)               Mortgage loans extended to individuals for the purchase, construction or enlargement of dwellings, at an interest rate of up to a nominal annual 22% for the first year and as from the second year, if the above rate is not maintained, at a variable interest rate equivalent to the Peso BADLAR rate charged by private banks, plus 150 basis points. These loans may collectively amount to up to 10% of the 2016 Quota;

(vii)            Assistance provided to natural persons and/or legal entities in areas where an emergency situation prevails as a result of natural disasters. This assistance may amount to up to 15% of the 2016 Quota; and

(viii)         Financing extended by financial entities that do not fall within the scope of these rules and/or to companies that provide financial assistance through capital lease transactions, provided the proceeds of such transactions are applied to funds, as of the effective date of the legal regulation, to provide financing to MIPyMEs for the purchase of motor vehicles and/or machinery at prices not exceeding cash transaction prices (i.e., list price, net of any general discounts) and pursuant to the conditions of the 2016 Quota. The proceeds must be used within a term of 10 business days between the date when financial assistance is received from the financial entity and the date the funds are used for lending to MiPyMEs (Communication “A” 5929); and

(ix)               Financing extended to financial institutions regarding assistance mentioned in item (vii) and incorporations made from that assistance if granted by financial institutions. The entity which provides financing or its assignee, may compute such assistance, for which a report from the external auditor is required;

(x)                  Working capital financing to MiPyME, extended as of August 1, 2016, for working capital allocated to livestock farming (e.g., for the purchase and/or production of cattle, sheep, pigs, poultry, apiculture, etc.), dairy farming or other productive activities carried out in regional economies within the scope of section 2.2.9. of the “Minimum loan loss provisions” regulations, for up to an amount equivalent to 10% of the 2016 Quota; and

(xi)               Financing to non-financial institutions that issue credit cards and have joined the “Ahora 12” program.

(xii)            The maximum interest rate to be applied, except for the financing facilities described in items (iii), (v) and (vi) above, will be a nominal annual fixed rate of 22% for the financings granted as of October 31, 2016, and of 17% for the financings granted as of November 1, 2016. In the case of financings restated in purchasing power units, CER adjustable (UVA), the maximum interest rate will be a nominal annual fixed rate of 1%. The rate will be free for transactions with customers who do not meet the conditions of a micro-, small- or medium-sized enterprise.

Financing facilities must be denominated in Pesos and have — at the time of disbursement — an average maturity period equal to or longer than 24 months, based on weighted principal maturities, and the total maturity period must not be less than 36 months. Financing facilities described in item (i) above and to be used for working capital purposes must have an effective weighted average maturity period equal to or longer than 24 months. The discount transactions contemplated in items (ii) and (iii) will not be subject to a minimum maturity period requirement. The mortgage loans referred to in item (vi) must have a minimum maturity period of 10 years. The working capital financing facilities for MiPyMEs described in item (ix) must have an effective weighted average maturity period equal to or longer than 18 months.

The entities may make up this portfolio with loans extended on a joint basis with other entities, in the relevant proportion.

In case early pre-payment is accepted, only debtors will be entitled to such pre-payment right.

2017 Quota

As of January 1, 2017, and up to June 30, 2017, financial entities included in the 2017 Quota must maintain a balance of comprised financings, equal to at least 18% of the non-financial private sector deposits in Pesos, calculated on the basis of the monthly average of daily balances in November 2016.

In the case of entities falling within the above scope whose share of total non-financial private sector deposits in Pesos is lower than 0.25% (calculated as described in the preceding paragraph) the percentage to be applied will be no less than 10% from January 1, 2017 to June 30, 2017. According to Communication “A” 6217, at least 75% of the 2017 Quota must be granted to MiPyMEs and/or financial services customers.

With respect to the second half of 2017, the financial entities reached must maintain, from July 1, 2017 until December 31, 2017, a balance of comprised financings equal to at least 18% of private sector deposits in Pesos, calculated on the basis of the monthly average daily balances from May 2017. For the case of financial entities whose participation in deposits in the non-financial private sector in Pesos amounts to less than 0.25%, the percentage to apply, from July 1, 2017 and until December 31, 2017, will not be less than 10%, and must also be at least 75% of the 2017 Quota must be granted to MiPyME and/or financial services customers.

2018 Quota

The financial entities reached must maintain, in each of the months in 2018, a balance of comprised financings equal to at least the amount that arises from applying the percentages provided in the following table to the monthly average daily balances of November 2017 of total non-financial private sector deposits in Pesos:

Months of 2018

Percentage

January

16.50

%

February

15.00

%

March

13.50

%

April

12.00

%

May

10.50

%

June

9.00

%

July

7.50

%

August

6.00

%

September

4.50

%

October

3.00

%

November

1.50

%

December

0.00

%

For financial entities whose total non-financial private sector deposits in Pesos is less than 0.25%, the applicable percentage to apply will be derived from the table below:

Months of 2018

Percentage

January

9.17

%

February

8.33

%

March

7.50

%

April

6.66

%

May

5.83

%

June

5.00

%

July

4.17

%

August

3.33

%

September

2.50

%

October

1.66

%

November

0.83

%

December

0.00

%

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 Adjustable Purchase Value Units (Unidades de Valor Adquisitivo Actualizables, or “UVAs”).

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, 2016.2016. As of March 22, 2018,April 28, 2020, the value of UVI and UVA are 22.67Ps.48.93 and 22.49,Ps.52.84, respectively.

Both units are amended based on the indices published by the INDEC and the Central Bank on their websites.

Foreign Exchange System

DuringOn September 1, 2019, with the first quarterpurpose of 2002,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 established certain foreignreinstated exchange controls. The new controls and restrictions.

On February 8, 2002, Decree No. 260 was issued, establishing as of February 11, 2002 the MLC system through which all foreign exchange transactions must be traded at exchange ratesapply to be freely agreed upon.

On such date, the Central Bank issued Communications “A” 3471 and “A” 3473, which stated that the sale and purchase of foreign currency can only be performed with entities authorized by the Central Bank to operate in the foreign exchange. Item 4 of Central Bank Communication “A” 3471 stated that the sale of foreign currency in the local exchange market shall in all cases be against Peso bills.

Since January 2, 2003, there have been further modifications to the restrictions imposed by the Central Bank. For further information, see “Item 10.D Exchange Controls.”

As of mid-December 2015, there have been significant changes to the legal framework applicableaccess to the foreign exchange market aiming at granting greater flexibility to foreign exchange transactions.

These changes, initially contemplated under Communication “A” 5850, Communication “A” 5899by residents for savings and Communication “A” 5955, among others, allowed those entities authorized to operate ininvestment purposes abroad, the exchange market to engagepayment of external financial debts abroad, the payment of dividends in foreign currency arbitrageabroad, payments of imports of goods and exchange transactions with their customers. In addition, these regulations made it less burdensome for residents to access the foreign exchange market in order to acquire external assets,services, and for the repatriation by non-residents of both portfolio and direct investment.

Effective as of August 9, 2016, the Central Bank continued to establish more flexible rules for foreign exchange transactions, for example through the issuance of Communication “A” 6037, followed by Communication “A” 6244 which resulted in a simplification of the rules that had been in place since 2002.

The new regulations provide that foreign exchange transactions may be performed under a sworn statement detailing the subject matter of the transaction; insofar no specific requirements apply to the transaction, and eliminated the obligation to produce documents supporting each foreign exchange transaction.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”.

In addition, transactions involving the creation of external assets by residents are no longer limited by a specific amount, and regulations restricting market access to transactions involving derivative instruments with foreign counterparties have been suppressed. The new regulations also provided greater flexibility to the requirements needed to engage in exchange transactions during extended schedule hours.

Foreign Currency Lending Capacity

The Regulations on the allocation of deposits in foreign currencies, (including Communication “A” 48516428 as amended,amended), establish that the lending capacity from foreign currency deposits, including U.S. dollar-denominated depositsmust be applied in the corresponding deposit currency to be settled in Pesos, must fall under one of the following categories:

(a)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;
(b)other financing of exports which 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;
(c)financing to producers, processors or goods collectors, provided that:
(i)they have sale contracts for the sale of their goods 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 goods with quotation, in foreign currency, normal and customary in local or foreign markets, with wide diffusion and easy access to public knowledge;
(ii)its 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 goods 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.

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(d)financing for manufacturers of goods to be exported, as final products or as part of other goods, by third-party purchasers, provided that such transactions are secured or collateralized in foreign currency by third-party purchasers;
(e)financing of suppliers of goods and/or services that are part of the production process of fungibles goods 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 goods;
(f)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 though the total income of the exporting companies does not come from their exports, the financing may be imputed when the cash flow in foreign currency from their exports, is enough for its cancelation;
(g)financings to commercial portfolio clients and loans granted for consumption or housing purposes-according to the provisions established in the rules on “Classification of debtors”, 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;
(h)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;
(i)financings for purposes other than those mentioned in (a) to (d) above, included under the IDB credit program (“Préstamos BID N° 119/OC-AR”), not exceeding 10% of the lending capacity;
(j)inter-financing loans;
(k)Central Bank bills (Letras y Notas) denominated in dollars;
(l)direct investments abroad by companies that reside in Argentina, that 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 article 1 of Decree No. 589/13 as amended;
(m)financing of investment projects, including working capital, that allow the increase of production in the energy sector and have firm sales contracts and/or endorsements or guarantees in foreign currency.
(n)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;
(o)financing of investment projects for bovine cattle, including their working capital, without exceeding 5% of deposits in foreign currency of the entity;
(p)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
(q)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.

a.              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;124 

b.              financing for manufacturers, processors or collectors of goods, provided they refer to non-revocable sales agreements with exporters for foreign currency-denominated prices (irrespective of the currency in which such transaction is settled), and they refer to exchangeable foreign-currency denominated goods listed in local or foreign markets, broadly advertised and easily available to the general public;

c.               financing for manufacturers of goods to be exported, as final products or as part of other goods, by third-party purchasers, provided that such transactions are secured or collateralized in foreign currency by third-party purchasers;

d.              financing of investment projects, working capital or purchase of any kind of goods—including temporary imports of commodities—that increase or are related to the production of goods to be exported, including syndicated loans, whether granted by local or foreign financial institutions;

e.               financing for commercial clients or commercial loans considered as consumer loans, with the purpose of importing capital goods, whenever they help to increase goods production for the domestic market;

f.                debt securities or financial trust participation certificates whose underlying assets are loans made by the financial entities in the manners set forth in (a) to (d) above (excluding syndicated loans);

g.               foreign currency debt securities or financial trust participation certificates, publicly listed under an authorization by the CNV, whose underlying assets are securities bought by the fiduciary and guaranteed by reciprocal guarantee companies or public guarantee funds, in order to finance export transactions;

h.              financings for purposes other than those mentioned in (a) to (d) above, included under the IDB credit program (“Préstamos BID N° 119/OC-AR”), not exceeding 10% of the lending capacity;

i.                  inter-financing loans (any inter-financing loans granted with such resources must be identified);

j.                 Central Bank bills denominated in dollars;

k.              direct investments abroad by companies that reside in Argentina, that 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 article 1 of Decree No. 589/13 as amended; and

l.                  financing of investment projects, including working capital, that allow the increase of production in the energy sector and have firm sales contracts and/or endorsements or guarantees in foreign currency.

Communication “A” 5534 as amended, provides a specific formula in order to calculate the financial institution’s capacity to lend money in foreign currency for imports (relating to items (d) and (e), and, as applicable items (f) to (h) of the foregoing paragraph).

 

The lending capacity shall be determined for each foreign currency raised, resulting from the aggregate of deposits and inter-financial loans received, which have been reported by the granting financial institution as coming from its foreign currency deposit lending capacity net of the minimum cash requirement on deposits, and such determination being made on the basis of the monthly average of daily balances recorded during each calendar month. Any defect in the application shall give rise to an increase in the minimum cash requirement in the relevant foreign currency.

General Exchange Position

The general exchange position (“GEP”) includes all the liquid external assets of the institution, such as gold, currency and foreign currency notes reserves, sight deposits in foreign banks, investments in securities issued by OECDOrganization for Economic Co-operation and Development (OECD) members’ governments with a sovereign debt rating not below “AA,” certificates of time deposits in foreign institutions (rated not less than “AA”), and correspondents’ debit and credit balances.balances and third parties funds pending of settlement. It also includes purchases and sales of these assets already arranged and pending settlement involving foreign exchange purchases and sales performed with customers within a term not exceeding two (2) business days.days and correspondent balances for third-party transfers pending settlement. It does not include, however, foreign currency notes held in custody, correspondent balances for third-party transfers pending settlement, term sales and purchases of foreign currency or securities nor direct investments abroad (Communication “A” 4646 and “A” 4814).

abroad.

Pursuant to Communication “A” 6244, as amended, which entered into force on July 1, 2017, entities can freely determine the level and use of their GEP. In this regard, the aforementionedGEP, thus allowing such entities are allowed to manage their foreign currencyexchange positions, both in terms ofregarding the composition of their assets, andas well as the possibility of entering and exitingto maintain or transfer their holdings inout of the country, with their consequentits subsequent impact on the reserves.

In addition,Furthermore, the aforementioned Communication providedregulation establishes that the entities authorized to operate in foreign exchange may alsoshall carry out arbitrage and foreign exchange transactions,operations, to the extent that the counterparty is a branch or agency abroad of local official banks, a foreign financial entity whollyinstitution, total or majority owned byownership of an entity in foreign states, a foreign financial or exchange entity that is not incorporated in countries or territories pursuant towhere the Recommendations of the Financial Action Task Force, or a foreign company dedicated to the purchase and saletrading of banknotes from different countries and / or precious metals in coins or bars of good delivery and whose head office is located in a member country of the Basel Committee for Banking Supervision.

Further changes to the GEP regulation have been introduced by Communications “A” 6770 and 6780. Prior approval by the Central Bank is required to increase the ownership of foreign currency from the higher of the average foreign currency owned in August 2019 and at the closure of August 31, 2019. Moreover, the institutions are not permitted to buy securities on the secondary market with liquidation on foreign currency.

Foreign Currency Net Global Position

AllThe foreign currency net global position shall consider all assets, liabilities, commitments and other instruments and operations fromtransactions through financial intermediation in foreign currency and or linked to the variations of the exchangeexchamge rate are included in the net global position,movement, including cash and term transactions andforward transactionsand other derivatives agreements,derivative contracts, deposits in foreign currency deposits in accounts maintainedopened with the Central Bank, gold, positions,position, the Central Bank monetary regulation instruments in foreign currency, subordinated debt in foreign currency and debt securities issuedinstruments in foreign currency.

It also includesForward transactions under master agreements executed in authorized domestic markets paid by settlement of the term transactions carried out within a framework agreement regarding markets authorized by the CNV with the settlement by difference mode,net amount without delivery of the underlying asset traded.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 value of the position in currencies other than 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 foreign currency net global position up to the original term of maturity with the net increase in holdings of National Treasury securities in foreign currency. At the original maturity of local financing in foreign currency, it may be offset with the purchase of any foreign currency assets computable at the foreign currency net global position.

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Deductible assets forwhen determining a bank’s RPC, and anyArgentine government bonds linked to the growth of the GDP, the included items recorded byconcepts that the financial entity registers in its foreign branches abroad and the loan agreements in Pesos with variable remuneration based on the variation in the price of the U.S. dollars that are not covered by the term investments with viariable remuneration based on the U.S. dollar are excluded from the ratio.

Two ratios are considered in the Foreign Currency Net Global Position:

Limits

Negative Foreign Currency Net Global Position (liabilities exceeding assets): the limit is 30% of the RPC of the immediately preceding month (Communication “A” 6781).

Positive Foreign Currency Net Global Position

Pursuant(assets exceeding liabilities): This daily position (daily balance converted to Communication “A” 6128, asPesos at the reference exchange rate of January 1, 2017 this positionthe immediately preceding month) cannot exceed 25%5% of the RPC of the immediately preceding month.

Positive Foreign Currency Net Global Position

Pursuant to Communication “A” 6128 of the Central Bank, as of January 1, 2017 in Cash: this daily position (monthly average of the daily(daily balance converted to Pesos at the reference exchange rate)rate of the immediately preceding month) cannot exceed 25%the higher of U.S.$ 2,500,000 or the 4% of the lesser of the RPC or the entity’s own liquid assets (own liquid assets meaning the RPC surplus over fixed assets and other concepts to be computed in accordance with Central Bank regulation related to the “Fixed assets and other concepts ratio”) of the immediately preceding month.

ExcessesAs of June 18, 2018 the Central Bank allows that the Positive Foreign Currency Net Global Position may reach up to such position will be30% of the RCP, while the total excess over the general limit originates only as a result of:

(a)increase in the position in U.S. treasury bills in U.S. dollars with respect to those held as of June 15, 2018; and/or
(b)position in national treasury bills in U.S. dollars as of June 15, 2018, maintained as excess admitted to the current limit as of that date; and/or
(c)increase in the position in national treasury bills linked to U.S. dollars with respect to those held as of May 13, 2019.

The excesses of these ratios are subject to a charge equivalentequal to 1.5 times the average nominal interest rate of the Lebac in Pesos (Central Bank bills). The chargesshorter term Peso-denominated LELIQs auction published on the last business day of the relevant period or, if not entered in time and form will beavailable, the last one available for a shorter term. Charges not paid when due are subject to an interest equivalenta charge equal to one and a half times the rate that arises from adding 50% to the rate applicable to thosecharge established for excesses.

In addition to the aforementioned charges, theabove-mentioned charge, sanctions establishedset forth in Sectionsection 41 of the Financial Institutions Act may be appliedFIL shall apply (including attention call,caution, warning, fines,fine, temporary or permanent disqualification for the useto dispose of the banka banking current account, temporary or permanent disqualification to act as promoters, founders, directors, administrators, members of the supervisory boards, trustees,surveillance committees, comptrollers, liquidators, managers, auditors, partnerspartner or shareholders, and revocation of the authorization to operate)license revocation).

Rosario Futures Index (“ROFEX”) U.S. dollar futures state of emergency

On December 14, 2015, Argentina Clearing S.A. and Mercado a Término de Rosario S.A. resolved, through Communication 657 (subject to the CNV’s express approval, which was subsequently granted): (i) to declare a state of emergency with respect to any open positions as of such date involving U.S. dollar futures contracts maturing prior to June 2016 and entered into after September 29, 2015; and (ii) to provide, in respect of any open purchased positions as of such date involving U.S. dollar futures maturing prior to and including June 2016, the following remedies: (a) the original transaction price was adjusted by adding Ps.1.25 per U.S. dollar for those transactions opened from and including September 30, 2015 to and including October 27, 2015; (b) the original transaction price was adjusted by adding Ps.1.75 per U.S. dollar for those transactions opened as of October 28, 2015.

The adjustments referred to in the preceding paragraph were applied by registering a sale transaction at the original transaction price and a simultaneous purchase at the original price plus the amount indicated in items (a) and (b) above, which caused a novation of the transactions involved into new transactions at the new established price.

For the purposes of complying with registration requirements involving the relevant ROFEX and Argentina Clearing S.A. transactions, the Central Bank was registered as counterparty to such transactions.

Assignment of foreign exchange positions by financial and foreign exchange entities

On December 17, 2015, Communication “A” 5852 provided that financial entities authorized to deal in exchange transactions and foreign exchange entities were required to sell to the Central Bank their respective positive foreign currency positions at closing on December 16, 2015, valued at the reference exchange rate of such date, and then repurchase them in full. The repurchase transaction could be effected on December 17, 18 or 21, 2015, at the reference exchange rate prevailing on the day of the repurchase.

In particular, an open purchase position in U.S. dollar futures traded on ROFEX and having had its original price adjusted as provided under Item II) of Communication 657 of Argentina Clearing and Mercado a Término de Rosario S.A. was required to be sold to the Central Bank at the adjusted original price resulting from the enforcement of such Communication, and then repurchased in full at the reference exchange rate prevailing on the day of the repurchase.

For the purpose of exercising the repurchase date option contemplated in the first paragraph, an entity was required to submit a letter signed by its president or chief local officer to the General Operations Sub-department before 10:00 a.m. of the selected day, expressly stating the decision it had adopted.

If an entity failed to exercise the option contemplated in the first paragraph or to comply with any of the formal requirements set forth above, the repurchase was to be completed on December 22, 2015 at the reference exchange rate prevailing on such date.

The notion of “foreign currency position” referred to above was determined as follows: (i) for foreign exchange bureaus, agencies and offices: their general exchange position; and (ii) for financial entities authorized to deal in foreign exchange transactions: their net global foreign currency position, less any net assets corresponding to their liabilities in foreign-currency denominated government securities, based on the currency in which the respective financial services were paid (either a foreign currency or U.S. dollar-linked Argentine Pesos).

If the determined foreign currency position was negative, no sale to the Central Bank and repurchase was required.

On December 18, 2015, the Bank carried out the above-mentioned repurchase at the reference exchange rate established for such date. In addition, on December 22, 2015, CCF carried out the above-mentioned repurchase at the reference exchange rate established for such date.

Fixed Assets and Other Items

The Central Bank determines that the fixed assets and other items maintained by the financial entities must not exceed 100% of the entity’s RPC.

Such fixed assets and other items include the following:

·Shares of local companies;
·Miscellaneous receivables;
·Property and equipment; and
·Other assets.

126 

·                  Shares of local companies

·                  Miscellaneous receivables

·                  Property and equipment

·                  Other assets

 

The calculation of such assets will be effected according to the month-end balances, net of devaluations, accumulated amortizations and allowances for loan losses.

Non-compliance with the ratio produces an increase in the minimum capital requirements equal to 100% of the excess on the ratio.

Credit Ratings

Since November 28, 2014, Communication “A” 5671, as amended by Communication “A” 6162, supersedes the provisions issued by the Central Bank containing ratings requirements assigned by a local risk rating company. Where provisions require certain international ratings, the criteria set forth by Communication “A” 5671 govern.

The provisions of Communication “A” 5671 are basic guidelines to properly assess the credit risk that financial institutions must observe when implementing Central Bank regulationsrules 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 (“IOSCO”).

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

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: (i) consumer or housing loans and (ii) commercial loans. Consumer or housing loans include housing loans, consumer loans, credit-card financings, loans of up to Ps.5 millionPs.29,740,000 to micro-credit institutions and commercial loans of up to Ps.5 millionPs.29,740,000 with or without preferred guarantees. All other loans are considered commercial loans. Consumer or housing loans in excess

of Ps.5 million,Ps.29,740,000, the repayment of which is linked to the evolution of its productive or commercial activity, are classified as commercial loans.

At the entity’s option, financing of a commercial nature of up to Ps.5Ps.7.9 million, whether or not such financing has preferred guarantees, may be grouped together with credits for consumption or housing, in such case they will receive the treatment provided for the latter. If a customer has both kinds of loans (commercial and consumer or housing loans), the consumer or housing loans will be added to the commercial portfolio to determine under which portfolio they should be classified based on the amount indicated. In these cases, the loans secured by preferred guarantees shall be considered to be at 50% of its face value.

Under the current debt classification system, each customer, as well as the customer’s outstanding debts, are included within one of six 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.

Commercial Loans Classification

The principal criterion by which 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 regulations,rules, commercial loans are classified as follows:

127 

 

Classification

Criteria

Normal Situation

Performing

Borrowers for whom there is no doubt as tothat demonstrate their ability to comply with their payment obligations.

High repayment capacity.

Subject to special Monitoring/Under observation

Borrowers that, among other criteria, are up to 90 days past due and, although considered to be able to meet all their financial obligations, are sensitive to changes that could compromise their ability to honor debts absent timely corrective measures.

Subject to special Monitoring/Under negotiation or refinancing agreement

Borrowers who are unable to comply with their obligations as agreed with the bank and, therefore, formally state, within 60 calendar days after the maturity date, their intention to refinance such debts. The borrower must enter into a refinancing agreement with the bank within 90 calendar days (if up to two lenders are involved) or 180 calendar days (if more than two lenders are involved) after the payment default date. If no agreement has been reached within the established deadline, the borrower must be reclassified to the next category according to the indicators established for each level.

Troubled

Troubled

Borrowers with difficulties honoring their financial obligations under the loan on a regular basis, which, if uncorrected, may result in losses to the bank.

With high risk of insolvency

Borrowers who are highly unlikely to honor their financial obligations under the loan.

Irrecoverable

Irrecoverable

Loans classified as irrecoverable at the time they are reviewed (although the possibility might exist that such loans might be collected in the future). The borrower will not meet its financial obligations with the financial institution.

Irrecoverable according to Central Bank’s Rules

(a) A borrower thatBorrower has defaulted on its payment obligations under a loan for more than 180 calendar days according to the corresponding report provided by the Central Bank, which report includes: (1) financial institutions liquidated by the Central Bank, (2) residual entities created as a result of the privatization of public financial institutions, or in the privatization or dissolution process, (3) financial institutions whose licenses have been revoked by the Central Bank and find themselves subject to judicial liquidation or bankruptcy proceedings and (4) trusts in which SEDESASeguro de Depósitos S.A. (SEDESA) is a beneficiary; or (b) certain kinds of foreign borrowers (including banks or other financial institutions that are not subject to the supervision of the Central Bank or similar authority of the country in which they are incorporated) that are not classified as “investment grade” by any of the rating agencies approved by the Central Bank.

Consumer and Housing Loans Classification

The principal criterion used in the assessment of loans in the consumer and housing portfolio is the length of the duration of the default of such loans. Under the Central Bank regulations,rules, consumer and housing borrowers are classified as follows:

Classification

Criteria

Performing

Performing

If all payments on loans are current or less than 31 calendar days overdue and, in the case of checking account overdrafts, less than 61 calendar days overdue.

Low Risk

Loans upon which payment obligations are overdue for a period of more than 31 and up to 90 calendar days.

Medium Risk

Loans upon which payment obligations are overdue for a period of more than 90 and up to 180 calendar days.

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Classification

Criteria

High Risk

Loans in respect of which a legal action seeking collection has been filed or loans having payment obligations overdue for more than 180 calendar days, but less than 365 calendar days.

Irrecoverable

Irrecoverable

Borrowers who are highly unlikely to honor their financial obligations under the loan.

Non-recoverable loans

Loans in which payment obligations are more than one year overdue or the debtor is insolvent or in bankruptcy or liquidation.

Non-recoverable loans

Loans in which payment obligations are more than one year overdue or the debtor is insolvent or in bankruptcy or liquidation.

Irrecoverable loans Central Bank’s rules

Same criteria as for commercial loans in the Irrecoverable according to Argentine Banking GAAP.

Minimum Credit Provisions

The following minimum credit provisions are required to be made by Argentine banks in relation to the credit portfolio category:

Category

 

With Preferred
Guarantees

 

Without Preferred
Guarantees

 

“Normal”

 

1

%

1

%

“Under observation” and “Low risk”

 

3

%

5

%

“Under negotiation or refinancing agreement”

 

6

%

12

%

“With problems” and “Medium Risk”

 

12

%

25

%

“With high risk of insolvency” and “High Risk”

 

25

%

50

%

“Irrecoverable”

 

50

%

100

%

“Irrecoverable by technical decision”

 

100

%

100

%

Category

With Preferred
Guarantees

Without Preferred
Guarantees

“Performing”1%1%
“Under observation” and “Low risk”3%5%
“Under negotiation or refinancing agreement”6%12%
“With problems” and “Medium Risk”12%25%
“With high risk of insolvency” and “High Risk”25%50%
“Irrecoverable”50%100%
“Irrecoverable by technical decision”100%100%
   

The Superintendency may require additional provisioning if it determines that the current level is inadequate.

Financial institutions are entitled to record allowances for loan losses in amounts larger than those required by the Argentine Banking GAAP. In such cases and despite the existence of certain exceptions, recording a larger allowance for a commercial loan, to the extent the recorded allowance amount falls into the next credit portfolio category set forth by Argentine Banking GAAP, shall automatically result in the corresponding debtor being recategorized accordingly.

Minimum Frequency for Classification Review

Financial institutions are required to develop procedures for the analysis of credit facilities assuring an appropriate evaluation of a debtor’s financial situation and a periodic revision of such situation taking into consideration 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 must be made available for the SuperintendencySuperintendency. The frequency of the review of existing classifications must be linked to review at any time.the importance considering all facilities. The classification analysis shall be duly documented. The classification review must include (i) clients whose outstanding credit (in Pesos and in foreign currency) exceeds the lesser of 1% of the financial institution’s RPC corresponding to the prior month and Ps.4.0 million and (ii) at least 20% of the financial institution’s total active credit portfolio, which, if applicable, shall be completed by incorporating clients whose total indebtedness is less than the limits described in (i) in this sentence.

In the case of commercial loans, the applicable regulations also require a minimum frequency of review. Such review must take place: (i) quarterly for clients with indebtedness equal to or greater than 5% of the financial entity’s RPC for the prior month and (ii) semi-annually for clients whose indebtedness is (x) greaterhigher than the lesserlower of 1% and Ps.19.8 million of the financial entity’s RPC for the prior month, and Ps.4.0 million, and (y) lesserlower than 5% of the financial entity’s RPC for the prior month. At the end of the second quarter,first calendar semester, the fulltotal review under points (i) and (ii) should coverhave covered no less than 50% of the financial institution’sentity’s commercial loan portfolio and, if less, it shall be completed by incorporating customersclients (in descending order) whose total indebtedness is less thaninferior to the limits described in (ii)(x) of the preceding sentence.point (ii)(x).

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In addition, financial institutions have to review the rating assigned to a debtor in certain instances, such as when another financial institution reduces the debtor classification in the “Credit Information Database” (the “Credit Information Database”) and grants 10% or more of the debtor’s total financing in the financial system. Only one-level discrepancy is allowed in relation to the information submitted by financial institutions to the “Credit Information Database” and the lower classification awarded by at least two other banks and total lending from such banks account for 40% or more of the total informed; if there is a greater discrepancy, the financial institution will be required to reclassify the debtor.

Allowances for Loan Losses

The Group recognises the allowance for loan losses is maintainedunder the expected credit losses method included in accordance with applicable regulatory requirementsIFRS 9. The most significant judgements of the Central Bank. Increasesmodel relate to defining what is considered to be a significant increase in credit risk, determining the life of revolving facilities, and in making assumptions and estimates to incorporate relevant information about past events, current conditions and forecasts of economic conditions. A high degree of uncertainty is involved in making estimations using assumptions that are highly subjective and very sensitive to the risk factors.

In note 1.13 of our audited consolidated financial statements, provides more detail of how the expected credit loss 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.is measured.

Priority Rights of Depositors

Under Section 49 of the FIL, 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. 450,000Ps.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.450,000,Ps.1,500,000, 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 FIL, 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), points 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 FIL 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 thisthese 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 point e) section 49 must be followed without giving a different treatment to liabilities of the same grade.

Mandatory Deposit Insurance System

deposit insurance system

Law No. 24,485 passed on April 12, 1995, as amended, created a Deposit Insurance System, or “SSGD”,“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 FIL, 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 SEDESA.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 regulations.rules. The SSGD is financed through regular and additional contributions made by financial institutions, as provided for in Central Bank Communication “A” 4271, dated December 30, 2004.

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The SSGD covers deposits made by Argentine individuals and legal entities in Argentine or foreign currency and maintained in accounts with the participating financial institutions, including checking accounts, savings accounts, and time deposits up to the amount of Ps.350,000, as set forth by Central Bank Communication “A” 5659, dated October 31, 2014, as amended. Pursuantamended, which pursuant to Communication “A” 5943,6973 of the Central Bank, set the guarantee amount for these deposits as of May 1, 2016 at Ps.450,000.

2020 the amount covered by the SSGD is currently Ps.1,500,000.

Effective payment on this guaranty will be made within 30thirty (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.

The SSGD does not cover: (i) deposits maintained by financial institutions in other financial institutions, including certificates of deposit bought in the secondary market, (ii) deposits made by persons directly or indirectly affiliated with the institution, (iii) time deposits of securities, acceptances or guarantees, (iv) any transferable time deposits that have been transferred by endorsement, (v) immobilized balances from deposits and other excluded operations, and (vi) any deposits in which the agreed-upon interest rate is higher than the reference interest rates periodically released by the Central Bank for time deposits, with the exception of those arranged in Pesos at the minimum nominal rate for persons up to the amount of Ps.1,000,000 per depositor, and demand deposit account balances and available amounts from overdue deposits or closed accounts.

accounts, and (vi) immobilized balances from deposits and excluded transactions.

Pursuant to Communication “A” 5710,5943, every financial institution is required to contribute to the FGD a monthly amount of 0.06%0.015% of the monthly average of daily balances of deposits in local and foreign currency, as determined by the Central Bank.

When fixed term deposits in U.S. dollars of the private non-financial sector are used to purchase Central Bank bills denominated in U.S. dollars, financial institutions must contribute 0.015% of the monthly average of daily balances of the net position of such bills. Prompt contribution of such amounts is a condition precedent to the continuing operation of the financial institution. The first contribution was made on May 24, 1995. The Central Bank may 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. Communication “A” 5943, set the monthly contribution to the FDG at 0.015%.

When the contributions to the FGD reach the greater of Ps.2 billion or 5.0% of the total deposits of the system, the Central Bank may suspend or reduce the monthly contributions, and reinstate them when the contributions subsequently fall below that level.

GovernmentMeasuresin Response to theOngoing COVID-19Pandemic

The Argentine government and the Central Bank issued a series of preventive measures tocontain the spread of COVID-19 and mitigate its economic impact. In this regard, on March 19, 2020, the Executive Branchdeclared a nationwide lockdown from March 20, 2020 through March 31, 2020, whichhas now been extended to May 10, 2020. However, since April 13, 2020, the nationaland provincial governments have supervised a gradual relaxation of thelockdown and social distancing measures.

In this context, the Central Bank issued Communications “A” 6939 and “A” 6942, by means of which it was determined that during thelockdown period: (i) financial institutions shall not be open to the public; and (ii) the maturity of financings granted by local financial institutions scheduled for thelockdown period were postponed. Communication “A” 6949 also waived any punitory interest on unpaid balances in credits granted by financial entities.


On a different note, by means of Communication “A” 6939, the Central Bank suspended, until June 30, 2020, the distribution of dividends by financial entities. For more information, please see “Argentine Banking Regulations— Requirements applicable to dividend distribution.”

Through Communication “A” 6945, the Central Bank determined that until June 30, 2020, any operation effected through ATMs will not be subject to any charges or fees.

By virtue of Communication “A” 6964, the Central Bank determined that the unpaid balances of credit card financings due between April 13 and April 30, 2020, shall be automatically refinanced in nine equal consecutive monthly installmentsbeginning after a 3-month grace period. Interest rates on such unpaid balancesmay not exceed an annual nominal rate of 43%. Moreover, by means of Communication “A” 6993, dated April 24, 2020, the Central Bank established a zero interest-rate financings policy, applicable only to the eligible clients to be determined in the future by the AFIP. For more information, see “Argentine Banking Regulations— Credit Card Interest Rate.

Additionally, on March 25, 2020, the Executive Branch issued Decree No. 312/2020, by means of which both the obligation to close and inhibit checking accounts, as well the imposition of penalties, were suspended until April 30, 2020. Furthermore, Decree No. 319/2020 established the freezing of mortgage payments if the mortagaged property isthe only and permanent residence of the debtor, until September 30, 2020. The Decree also resolved the freezing of UVA pledge loans (créditos prendarios) and the suspension of mortgage foreclosures until September 30, 2020. For more information, please see “Item 3.D—Risk Factors—Risks related to the Argentine financial system—Our asset quality and that of other financial institutions may deteriorate if the Argentine private sector does not fully recover.”

Other measures

oClassification of Debtors: On March 19, 2020, the Central Bank issued Communication “A” 6938, by which new rules regarding the criteria for debtor classification and provisioning are to be adopted until September 30, 2020. These rules provide an additional 60 days period of non-payment before a loan is required to be classified as non-performing, and include all financings to commercial portfolio clients and loans granted for consumption or housing purposes.

oFacilities and Government Guarantees to Finance Payment of Salaries: Decree 326/2020 created a fund of specific application within the FOGAR (acronym in Spanish forFondo de Garantías Argentino), with the aim of backing financings provided to SMEs by financial entities in order to pay salaries. Simultaneously, the Central Bank set limitations on banks’ holdings of notes from the Central Bank (LELIQ), in order to make liquidity available and encourage the provision of credit lines to SMEs.On March 26, 2020, the Central Bank also issued Communication “A” 6946, by means of which the facilities granted at a preferential rate (not more than 24% per year) within the framework of Communication “A” 6937 to SMEs and households may be deducted from reserve requirements, considering 130% of its amount when its proceeds are for the payment of salaries and the granting entity is the agent of payment of those salaries. These assistances will be provisioned in the financial statements until their cancellation based on the classification of the small and medium-sized company at the time of granting. The amounts of: a) the reduction of the provisions by application of this measure; b) the reduction of the provisions due to the suspension of the application of the expected credit losses criterion for Group B entities; and c) the increase in the RPC due to the positive difference between the provisions according to IFRS and according to the BCRA regulatory framework for Group A entities, must be subtracted from the calculation to determine the distributable profit.

oRemote shareholders and board of directors meetings: By means of CNV’s General Resolution No. 830/2020, dated March 3, 2020, publicly offered entities are allowed to hold remote shareholders and board of directors meetings, via electronic means, even if their respective bylaws do not provide for this, respecting the minimum requirements to ensure the integrity of the vote of each participant and the presence of all shareholders and members, respectively. At the first face-to-face meeting after the lockdown period, the shareholders’ meeting shall, with the quorum and the majority for the reform of the bylaws, approve any meetings that have been held remotely.

oTime deposits minimum rate. By virtue of Communication “A” 6980, the Central Bank ruled that all non-adjustable time deposits under Ps.1 million made by individuals as of April 20, 2020, shall have a minimum rate equivalent to the 70% of the average LELIQ’s tendering during the week prior to the date in which the deposit is made.

oSecurities-guaranteed transactions prohibition. By means of Communication “A” 6978, the Central Bank forbid financial institutions to guarantee transactions via securities (caución bursátil).
oDeposit Insurance System. Pursuant to Communication “A” 6973, the Central Bank raised the amount covered by the Deposit Insurance System to Ps.1,500,000.

Other restrictions

Pursuant to the FIL, financial institutions cannot create any kind of rights 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 regulations,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.

Law 26,831 (the “CapitalThe Argentine Capital Markets Law”),Law introduced substantial changes to regulations governing markets, stock exchanges and the various agents operating in capital markets, in addition to certain amendments to the CNV’s powers. On September 9, 2013, the CNV published the CNV Rules supplementing the Capital Markets Law. The CNV Rules have been in force since September 18, 2013.

One of the most significant modifications introduced by the Argentine Capital Markets Law and the CNV Rules is that agents and markets must comply with the CNV’s requirements for applying for an authorization to operate, as well as registration requirements. It further provides that each category of agent must meet minimum net worth and liquidity requirements.

Additionally, under the Capital Markets Law, the self-regulation of markets was eliminated, and authorization, supervision, control, as well as disciplinary and regulatory powers, are conferred to the CNV regarding all capital market players.

The Argentine Productive Financing Law modified the Argentine Capital Markets Law and other related laws, and introduced some important changes such as, among others:

·reestablished certain markets self-regulation (which had been eliminated by the Argentine Capital Markets Law);
·eliminated the powers granted to the CNV allowing it to appoint observers and intervene a company’s board of directors without first obtaining a court order;
·introduced several changes in the internal organization of the CNV and in the appointment of its board, such as allowing the president of the CNV to have a decisive vote in case of tie in the decision making of the board and adopt urgent resolutions together with two directors in case of exceptional circumstances prevent the assemblies from taking place;

TM20133 

 

·empowered the CNV to regulate the private placement of negotiable securities so that these do not qualify as “public offers”;
·as long as a mandatory offer is not required in cases where the buyer acquires control or more than 50% of voting rights shares of a company listed, either directly or indirectly;
·modified some antiquated provisions related to the mutual fund system (such as the solidarity between the asset management company and the custodian, and the double registration of guidelines for investment in the CNV and in the Public Registry of Commerce);
·created a “legal microsystem” for capital markets where certain provisions of the Civil and Commercial Code or Argentine Contest and Bankruptcy Law were not applicable;
·promoted the financing of MiPyMes through the regulation of the issuance of electronic invoices with powers to easily execute them against the debtor and subject to negotiation or discount in the capital markets;
·promoted mortgage financing by improving the regulation of mortgage bills and the securitization of mortgages;
·empowered the CNV to rule crowfunding for entrepreneurs and the promotion of “financial inclusion” through programs and development plans; and
·allowed legal entities incorporated abroad to participate, through a representative duly authorized, at the shareholders’ meetings of the companies authorized by the CNV to make public offerings of their shares, without the need for additional registration.

TM20

Beginning October 5, 2017, the Central Bank has begun to publish on a daily basis a survey of the average interest rates paid by Banks for their fixed-term deposits of over Ps.20 million, for terms of between 30 and 35 days (the “TM20”), in order to reflect the behavior of wholesale depositors.

A TM20 denominated in dollars will also be published for deposits for the same term that are for U.S.$20 million or more.

The information published by the Central Bank is broken down by public vs. private banks, both for operations in Pesos and foreign currencies.

Financial Institutions with Economic Difficulties

The FIL provides that any financial institution, including a commercial bank, operating at less than certain required technical ratios and minimum net worth levels,(i) with its solvency impaired, in the judgment of the Central Bank adoptedBank; (ii) recording deficiencies on the minimum cash reserve requirement during the periods established by members representing the majority ofCentral Bank; (iii) recording repeated failures to comply with the Board of Directors, with impaired solvencyvarious limits or liquiditytechnical relations established; or in any of(iv) that could not maintain the other circumstances listed in Section 44 of the FIL,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 (plan de regularización y saneamiento, or a restructuring plan.). The plan must be submitted to the Central Bank on a specified date, notno later than 30thirty (30) calendar days afterfrom the date on which a request to that effect is made by the Central Bank. UponIf the institution’s failureinstitution 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.such, without prejudice to the application of the penalties provided for in the aforementioned law.

The Central Bank may appoint overseers with veto power, require the provision of guarantees and limit or forbid the distribuition 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.

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Furthermore, theThe Central Bank’s charter authorizes the Central Bank 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 30thirty (30) days if the liquidity or solvency thereof areis adversely affected. Such term could be renewed for up to 90ninety (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 pera financial institution meets the Central Bank’s criteria a financial institutionand is undergoing a situation which, underfound to be in any of the FIL, would authorizesituations set forth in Section 44 of the Central Bank to revoke its license to operate as such,FIL, the Central Bank may before considering such revocation, order a plan ofauthorize the restructuring that may consist of a series of measures, including, among others:

·                  adoption of list measures to capitalize or increase the capital of the financial institution;

·                  revoke the approval granted to the shareholders of the financial institution in defense of depositors, prior to hold interests therein;

·                  restructure or transfer assets and liabilities;

·                  grant temporary exemptions to comply with technical regulations or payment of charges and penalties arising from such flawed compliance; or

·                  appoint a delegate or auditor (“interventor”) that may prospectively replace the Board of Directorsrevocation of the financial institution.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 (i) at the request of the legal or statutory authorities of the institution; (b) in casethe cases contemplated by the Argentine Civil and Commerce Code or in the laws governing its existence as a restructuring plan fails or is not deemed feasible, or local laws and regulations are violated, orlegal entity; (c) when, to the judgment of the Central Bank, the affections to the solvency and/or liquidity of the financial institution is affected, or significant changes occurcannot be solved through a regularization and sanitation program; (d) in the institution’s condition sincerest of the original authorization was granted, or if any decisioncases provided by the financial institution’s legal or corporate authorities concerning its dissolution is adopted, among other circumstances set forth in the FIL. In addition, pursuant to Communication “A” 5785, sanctions imposed by the Central Bank, the UIF, the CNV and/or the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) on financial institutions and/or their authorities, may result in the revocation of their licenses to operate as financial institutions. Such revocation may occur when, in the opinion of the Board of Directors of the Central Bank, there was a material change in the conditions deemed necessary to maintain such license, including those relating to the suitability, experience, moral character or integrity of (i) the members of a financial institution’s Board of Directors (directors, counselors or equivalent authorities), (ii)  its shareholders, (iii) the members of its supervisory committee and (iv) others, such as its managers. For such purposes, the Superintendency also takes into consideration information that it receives from, and/or sanctions imposed by, equivalent foreign agencies or authorities. When weighing the significance of the sanctions, the Superintendency takes into account the type of sanctions, the underlying reason for such sanctions and the amount of sanctions imposed on the financial institution. Additionally, the Superintendency factors in the degree of participation in the events leading up to the sanction, the economic effects of the violation, the degree of damage caused to third parties, the economic benefit that the sanctioned party received from the violation, the sanctioned party’s operating volume, its liability and the title or function that such party holds.

Once the license to operate as a financial institution has been revoked, the financial institution will be liquidated.

LiquidationFIL.Liquidation of Financial Institutions

As provided in the FIL, the Central Bank must notify the revocation decision to a competent court, of the revocation decision, 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 or not there isare sufficient assuranceassurances that the corporate authorities are capable of carrying out such liquidation properly.properly, prior authorization of the Central Bank and in the cases provided by subsections a) and b) of section 44 of the FIL.

Bankruptcy of Financial Institutions

According to the FIL, 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 60sixty (60) calendar days has elapsed since the license was revoked.

Once the bankruptcy of a financial institution has been adjudged, provisions of the Bankruptcy Law (as defined below)No. 24,522 (the “Bankruptcy Law”) and the FIL shall be applicable; provided however that in certain cases, specific provisions of the FIL shall supersede the provisions of the Argentine Bankruptcy Law (i.e. priority rights of depositors).

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Merger Consolidation and Transfer of Goodwill

Merger consolidation 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.

Financial System Restructuring Unit

The Financial System Restructuring Unit was created to oversee the implementation of a strategic approach fortowards those banks benefitingthat 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.

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 (in accordance with the “Financial Institutions Authorities” rules) which are controlled by non-financial institutions (as in our case in relation with the Bank) shall comply with the Minimum Capital requirements (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—Internal Liquidity Policies of Financial Institutions—Liquidity Coverage Ratio) 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.

Credit card interest rate

Recently, by virtue of Communication “A” 6964, the Central Bank determined that the unpaid balances of credit cards financings due between April 13, 2020 and April 30, 2020, shall be automatically refinanced for at least one year with three grace months in nine equal and consecutive monthly installments. From April 13, 2020, such unpaid balances shall only accrue compensatory interests, which cannot exceed an annual nominal rate of 43% nor shall they exceed 25% of the resulting from the average interest rates that the entity has applied, during the previous month, taking only into consideration the corresponding amount of personal loans without security guarantees granted in the same period.

Fintech regulations

The Central Bank has recently issued Communications “A” 6885 (repealing Communication “A” 6859), by means of which it began to regulate certain aspects ofFintech operations. Through these communications, it defined Payment Service Provider (“PSP”) as those non-financial entities in retail payments, performing under the global framework of the payment system, such as offering payment accounts to order and/or receive payments.

On January 30, 2020, the Central Bank issued Communication “A” 6885, by means of which it consolidated the rules for the operation of PSPs and established a specific registry for them. Particularly, Communication “A” 6885 forbids entities to operate as PSP if (i) they are not properly incorporated in Argentina; (ii) they are incorporated as a stock exchange, clearing chamber or agent under the CNV Rules; or (iii) if its capital, right votes, administrative or inspection body are integrated by people disqualified for performing financial activities in Argentina by the FIL, condemned by crimes against property, the public administration, the economic and financial order or public faith, privacy violations, illicit association or by section 1.b of the Foreign Exchange Criminal Regime.

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Regarding the registry, Communication “A” 6885 commands that all PSPs that offer payment account must register with the “Registry of Payment Service Providers that Offer Payment Accounts”. Additionally, all PSPs shall comply with a reporting regime to be further regulated by the Central Bank.

Regarding the management of the funds, the regulation provided that all funds credited to payment accounts offered by PSPs 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 FIL.

Anti-Money Laundering Regulation

Anti-Money Laundering/Combating theand Terrorism Financing of Terrorism (“AML/CFT”)

Regime

The concept of money laundering is generally used to denote transactions intended to introduce criminal proceedsaimed at introducing funds from illicit activities into the institutional system and thus to transform profitsgains from illegal activities into assets of a seemingly legitimate origin.

source.

Terrorist financing is the act 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.

On April 13, 2000, the ArgentineNational Congress passed Law No. 25,246, assubsequently amended including by Laws No. 26,087; 26,119;26,087, 26,119, 26,268, 26,683 26,734, 26,831 and 26,860 (the “Anti-Money Laundering26.734 (jointly, the “AML/ CFT Law”), which definescreated at the national level the Anti- Money Laundering and Terrorism Financing Regime (“AML/CFT Regime”), criminalizing money laundering, creating and designating the UIF as a type of crime. In addition, the law, which supersedes several sectionsenforcement authority of the Argentine criminal code established severe penaltiesregime, and establishing the legal obligation for anyone participating in any such criminal activityvarious public and createdprivate sector entities and professionals to provide information and cooperate with the UIF, establishing an administrative criminal system. Following the enactment of Law No. 27, 260 and its complementary Decree No. 895/2016, theUIF.

The UIF is nowa decentralized agency that operates with autonomy and financial independency under the supervision of the Ministry of Economy, and Public Finance (currently the Ministry of Treasury).

On June 1, 2011, the Argentine Congress passed Law No. 26,683, amending several sections of the Argentine Criminal Code and Law No. 25,246. This law included money laundering as an autonomous crime separating it from the crime of concealment. It also modified the integration of the UIF, establishing more restrictive rules for the appointment of its agents; expanded the UIF’s powers by allowing its agents to request reports from both private and public entities; and provided that the UIF may seize unlawfully obtained funds and property without a court order.

The main purpose of the Anti-Money Laundering Lawmission is to prevent and deter the crimes of money laundering. In line with internationally accepted practice, it does not attribute responsibility for controlling these criminal transactions only to government agencies, but also assigns certain information-gathering duties to diverse private sector entities such as banks, stockbrokers, brokerage houseslaundering and insurance companies.terrorist financing.

On December 22, 2011, the Argentine Congress passed Law No. 26,734 (the “Countering Financing of Terrorism Law”), which includes terrorism financing as a crime.

Below is a summary ofThe following are certain provisions regarding the provisions ofrelating to the AML/CFT regime set forthRegime established by the Anti-Money LaunderingAML/ CFT Law and Combating Financing of Terrorism Laws, as amendedits amending and supplemented by other rules and regulations,complementary provisions, including regulations issued by the UIF the Central Bank,and the CNV and other regulatory entities. Investors are advised tothe Central Bank. It is recommended that investors consult their own legal counseladvisors and to read the Anti-Money Laundering and Combating Financing of Terrorism LawsAML/ CFT Law and its statutorycomplementary regulations. The UIF is

Money laundering and terrorist financing in the agency responsible for the analysis, treatment and transmission of information, with the aim of preventing money laundering resulting from different

crimes and the financing of terrorism. The Argentine Criminal Code

(a)Money laundering

Section 303 of the Argentine Criminal Code (the “ACC”) defines money laundering as a crime committed by anywhenever a person who exchanges,converts, transfers, manages, sells, levies, disguisesencumbers, conceals or in any other way commercializes goods obtained through a crime,puts into circulation in the market, property derived from an unlawful act, with the possible consequence that the origin of the original assetsproperty or the substitute thereof appear to come fromsubordinate property acquires the appearance of a lawful source, provided that their value exceeds Ps.300,000, whether such amount results from oneorigin, either in a single act or more related transactions. The penalties established areby the following:repetition of various acts linked to each other. Section 303 of the ACC establishes the following penalties:

(i)
(i)If the amount of the operation exceeds Ps.300,000, imprisonment for a term of three (3) to ten (10) years and fines of two to ten times the amount of the operation shall be imposed. This penalty will be increased by one third of the maximum and half of the minimum, when:
(a)the person performs the act on an habitual basis or as a member of an illicit association constituted for the continuous commission of acts of this nature;
(b)the person is a public official who committed the act in the exercise or on the occasion of his/her functions. 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.

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(ii)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 (6) months to three (3) years.
(iii)If the value of the goods does not exceed Ps. 300,000, the penalty shall be imprisonment for a term of six months to three years.
(b)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:

(i)fine of two (2) to ten (10) times the value of the property subject to the offense;
(ii)total or partial suspension of activities, which in no case shall exceed ten (10) years;
(iii)debarment for public tenders or bidding processes or any other State-related activities, which in no case shall exceed ten (10) years;
(iv)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;
(v)loss or suspension of any State benefit that it may have;
(vi)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 transaction;

(ii)                                  the penalty provided in section (i) shall be increased by one thirdcommission of the maximumoffense, the size, nature and a halfeconomic capacity of the minimum, when (a)legal entity. In the person carries outcases in which it is essential to maintain the act on a regular basisoperational continuity of the entity, or as a member of an association or gang organized with the aim of continuously committing acts of a similar nature,public work, or particular service, the sanctions of suspension of activities or dissolution and (b) the person is a governmental officer who carries out the act in the course of his duties;

(iii)                               if the valueliquidation of the assets doeslegal person shall not exceed Ps.300,000, the penalty shall be imprisonment for six (6) months to three (3) years.applicable.

The Argentine Criminal Code also punishes any person who receives money or other assets from a criminal source with the purpose of applying them to a transaction, making them appear to be from a lawful source.

(c)Terrorism financing

Section 306 of the Argentine Criminal Code (as amended by Law No. 26,734) defines terrorismACC criminalizes the financing as a crimeof terrorism. This offense is committed by any person who directly or indirectly collects or provides property or money, with the intention that they beof it being used, or knowingin the knowledge that theyit will be used, in wholefull or in part: (a) to finance the commission of the crime established in Section 41 quinquies; (b) by an organization that commits or attempts to commit the crimes established in Section 41 quinquies; (c) by a person who commits, attempts to commit or participates in any way in the commission of the crimes established in Section 41 quinquies.

(i)to finance the commission of acts which have the aim of terrorising the population or compelling national public authorities or foreign governments or agents of an international organisation to perform or refrain from performing an act (according to section 41.5 of the ACC);
(ii)by an organisation committing or attempting to commit crimes for the purpose set out in (i);
(iii)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).

The penalty is imprisonment for a term of five (5) to fifteen (15) years and fines froma fine of two (2) to ten (10) times the amount of the transaction.operation. Likewise, the same penalties shall apply to legal persons as described for the crime of money laundering.

Reporting Subjects obliged to inform and collaborate with the UIF

The AML/CFT Law, in line with international AML/CFT standards, not only designates the UIF as the agency in charge of preventing money laundering and terrorism financing, but also establishes certain obligations to various public and private sector entities and individuals, which are designated as Reporting Subjects (“Sujetos obligados”), which are legally bound to inform and collaborate with the UIF.

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In lineaccordance with internationally accepted practices, the Anti-Money LaunderingAML/ CFT Law does not merely assign responsibility for controlling these criminal transactions to government agencies, but also assigns certain duties to various private sector entities such as banks, stockbrokers, brokerage houses and insurance companies, which become legally bound reporting parties. These duties basically consist of information-capturing functions.

According to the Anti-Money Laundering Law,regulations complementing it, the following persons, among others, are Reporting Subjects before the UIF:

(i)banks, financial entities and insurance companies;
(ii)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;
(iii)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;
(iv)government organizations such as the Central Bank, AFIP, the Superintendence of Insurance of the Nation (SSN), the CNV and the Public Registry; and
(v)professionals in the area of economic sciences and notaries public.

The Reporting Subjects have the following duties:

(i)obtaining from clients’ documents that indisputably prove their identity, legal status, domicile and other information, concerning their operations needed to accomplish the intended activity (know your customer policy);
(ii)conduct due diligence procedure on their clients and report any suspicious operation or fact (which, in accordance with the usual practices of the area involved, as well as the experience and competence of the Reporting Subjects, are operations that are attempted or completed which were previously identified as unusual operations by the regulated entity, as well as any operation without economic or legal justification or of unusual or unjustified complexity, whether performed in isolated or repeated manner, regardless of the amount); and
(iii)refraining from disclosing to the client or third parties the actions being conducted in compliance with the AML/ CFT Law. Within the framework of suspicious operation report analysis, Reporting Subjects shall not object disclosure to UIF of any information required from them alleging that such information is subject to banking, stock market or professional secrecy or confidentiality agreements of a legal or contractual nature.

Pursuant to report to the UIF: (i) financial institutions and insurance companies; (ii) exchange agencies and individuals or legal entities authorized by the Argentine Central Bank to operate in the purchase and saleAnnex I of foreign currency in the form of cash or checks drawn in foreign currency or by means of credit or debit cards or in the transfer of funds within Argentina or abroad; (iii) broker-dealers, companies managing investment funds, over-the-counter market agents, and intermediaries engaged in the purchase, lease, or borrowing of securities; (iv) armored transportation services companies and companies or concessionaires rendering postal services that carry out foreign currency transfers or remittance of different types of currency or notes; (v) governmental organizations, such as the Central Bank, the Argentine Tax Authority, the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), the CNV and the IGJ; (vi) professionals in economics sciences and notaries public; and (vii) individuals and legal entities acting as trustees of any kind and individuals or legal entities related directly or indirectly to trust accounts, trustees and trustors under trust agreements.

Individuals and entities subject to the Anti-Money Laundering Law must comply with some duties that include: (i) obtaining documentation from their customers that irrefutably evidences their identity, legal status, domicile, and other data stipulated in each case (know your customer policy); (ii) reporting any suspicious event or transaction (which according to the customary practicesResolution No. 154/2018 of the field involved, as well as toUIF (which establishes the experiencesupervision and competenceinspection mechanism of the parties who have the duty to inform, are those transactions attempted or consummated that, having been previously identified as unusual transactions by the legally bound reporting party, or have no economic or legal justification or are unusually or unjustifiably complex, whether performed on a single occasion or repeatedly (regardless its amount); and (iii) abstaining from disclosing to customers or third parties any act performed in compliance with the Anti-Money Laundering Law. Within the framework of analysis of a suspicious transaction report, the aforementioned individuals and entities cannot refrain from disclosing to the UIF any information required from it by claiming that such information is subject to bank, stock market or professional secret, or legal or

contractual confidentiality agreements. The AFIP shall only disclose to UIF the information in its possession when the suspicious transaction report has been made by such entity and refers to the individuals or entities involved directly with the reported transaction. In all other cases the UIF shall request that the federal judge holding authority in a criminal matter order the AFIP to disclose the information in its possession.

Argentine financial institutions must comply with all applicable anti-money laundering regulations as provided by the Central Bank, the UIF, and, if applicable, the CNV. In this regard, in accordance with Resolution No. 229/2014 of the UIF,UIF), both the Central Bank and the CNV are considered “Specific Control Organs.”Agencies”(“Órganos de Contralor Específico”). In such capacity, they must cooperatecollaborate with the UIF in the evaluation of the compliance with the anti—money laundering proceedingsAML/CFT procedures by the legally bound reporting partiesReporting Subjects subject to their control. In that respect,For these purposes, they are entitled to supervise, monitor and inspect these entities. Denial or obstruction of inspections by the Reporting Subjects may result in administrative penalties by the UIF and criminal penalties.

The Central Bank and the CNV must also comply with the AML/CFT regulations established by the UIF, including the reporting of suspicious transactions. In turn, Reporting Subjects regulated by these agencies are subject to UIF Resolutions No. 30/2017 and 21/2018, respectively. Such regulations provide guidelines that such entities shall adopt and if necessary,apply to implement certain corrective measuresmanage, in accordance with their policies, procedures and actions.controls, the risk of being used by third parties for criminal purposes of money laundering and financing of terrorism.

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Essentially, the aforementioned regulations (the consolidated texts of which were subsequently approved by UIF Resolution 121/2011No. 156/18), change the formal regulatory compliance approach to a risk-based approach (“RBA”), based on the revised recommendations issued by the UIF, as amended (“Resolution 121”Financial Action Task Force (the “FATF”), was applicable in 2012, in order to financial entities subjectensure that the implemented measures are proportional to the FIL,identified risks. Therefore, the Reporting Subjects shall identify and evaluate their risks and, based on this, adopt measures for the management and mitigation of such risks, in order to entities subject to the Law No. 18,924, as amended, and to individuals and legal entities authorized by the Central Bank to intervene in the purchase and sale of foreign currency through cash or checks issued in foreign currency or through the use of credit or payment cards, or in the transfer of funds within or outside the national territory. Resolution No. 229/2011 of the UIF, as amended or supplemented by Resolutions No. 52/2012 and 140/2012 (“Resolution 229”), was applicable to brokers and brokerage firms, companies managing common investment funds, agents of the over-the-counter market, intermediaries in the purchase or leasing of securities affiliated with stock exchange entities with or without associated markets, and intermediary agents registered on forwards or option markets. Resolution 121 and Resolution 229 regulated, among other things, the obligation to collect documentation from clients and the terms, obligations and restrictions for compliance with the reporting duty regarding suspicious money laundering and terrorism financing transactions and set forth general guidelines in connection with the client’s identification (including the distinction between occasional and regular clients), the information to be requested, the documentation to be filed and the procedures to detect and report suspicious transactions.

The main duties established by such resolutions were the following: (a) to create a manual establishing the mechanisms and procedures to be used tomore effectively prevent money laundering and terrorism financing; (b) to appoint a memberterrorist financing. Likewise, the provisions of the Board of Directors as compliance officer; (c) to implement periodic audits; (d) to offer personnel training; (e) to create a record of detected unusual (as such term is explained below) and suspicious operations; (f) to implement technological tools to allow for the development of efficient control systems for the prevention of money laundering and terrorism financing; (g) to implement measures to allow persons obliged under Resolution 121 and Resolution 229 to electronically consolidate the transactions carried out with clients, and to develop electronic tools to identify certain behaviors and observe possible suspicious transactions, requesting information and, if applicable, supporting documents from its customers; and (h) to adopt reinforced identification methods applicable to customers with specific features as provided by applicable regulations. Entities covered by Resolution 121 and Resolution 229, as legally bound reporting parties, had to report any money laundering suspicious activity to the UIF within 150 calendar days of its occurrence (or attempt) and any terrorism financing suspicious activity before a 48-hour period of its occurrence (or attempt) has elapsed. In addition, pursuant to UIF Resolution No. 3/2014, within4/17 established the maximum 150 calendar day period, entities covered by Resolution 121possibility of conducting special due diligence procedures with respect to clients supervised abroad (formerly called “international investors”) and Resolution 229 had to report any money laundering suspicious activitylocal clients who are Reporting Subjects to the UIF within 30 calendar days asUIF.

Asset Freezing Regime

Decree No. 918/2012 establishes the procedures for the freezing of assets linked to terrorism financing, and the day on which any such activity is qualified as suspicious by such legally bound reporting party.

Reporting parties must also fulfil other requirements, including but not limited to: (a) put together a manual outliningcreation and maintenance procedures (including the mechanismsinclusion and removal of suspected persons) for registries created in place to complyaccordance with the applicable anti-money laundering law and the rules handed down by the UIF; (b) appoint a Compliance Officer who must necessarily be a member of the Board and who shall watch for the adherence to and implementation of the procedures and obligations set forth in the applicable rules and regulations; (c) set up a “money laundering control and prevention committee” to plan for, coordinate and watch for compliance with the policies laid down by the entity’s Board of Directors, (d) arrange for periodical and independent audits of the global anti-money laundering program; and (e) embrace risk analysis policies and develop a written record of the risk analysis and management actions taken in connection with the reported suspicious operations.relevant United Nations Security Council’s resolutions.

In August 2016,Additionally, UIF Resolution No. 94/2016 established that legally bound reporting parties under Resolution 121 could apply simplified due diligence measures for customer identification when opening a savings account (i.e., presentation of ID, PEP declaration and checking that29/2013, regulates the holder in the lists of terrorists and/or terrorist

organizations) in cases where the client met certain specified requirements. According to the resolution, the simplified identification measures did not release the legally bound reporting party from the duty of monitoring the operations carried out by such customer. Also, in case any of the requirements stated in the resolution could not be verified, the legally bound reporting parties had to apply the identification measures set out in Resolution 121.

Additionally, following the guidelinesimplementation of Decree No. 918/2012 described below, the UIF’s Resolution No. 29/2013 regulatedand establishes: (i) the method of reportingprocedure to report suspicious transactions of terrorism financing and the persons obligated to do so, and (ii) the administrative freezing of assets procedure on natural or legal persons or entities designated by the United Nations Security Council pursuant to Resolution 1267 (1999) and subsequent, or linked to criminal actions under Section 306 of the Argentine Criminal Code, both prior to the report issued pursuant to UIF Resolutions No. 121 and 229, and as mandated by the UIF after receiving such report.

In order to help the Reporting Subjects to fulfill these duties, Executive Decree No. 489/2019 created the Public Registry of Persons and Entities linked to acts of Terrorism and its Financing (RePET, for its acronym in Spanish), which is an official database that includes the consolidated list of the United Nations Security Council.

On January 11, 2017,Politically Exposed Persons

Resolution No. 134/2018 of the UIF published(amended by Resolutions No. 15/2019 and 128/2019), establishes the rules that Reporting Parties must follow regarding clients that are Politically Exposed Persons (PEPs).

Following the aforementioned RBA, Resolution No. 4/17 (“Resolution 4/17”), which allows134/2018 establishes that Reporting Parties must determine the legally bound reporting parties detailed in subsections 1, 4level of risk at the time of beginning or continuing the contractual relationship with a PEP, and 5 of section 20 of Law No. 25,246, as amended (i.e., financial entities subjectmust take due diligence measures, adequate and proportional to the FIL, brokersassociated risk and brokerage firms, companies managing common investment funds, agentsthe operation or operations involved.

In addition, the UIF has issued the Guide for the management of the over-the-counter market, intermediariesrisks of money laundering and financing of terrorism in the purchase or leasing of securities affiliated with stock exchange entities with or without associated markets, and intermediary agents registered on forwards or option markets),relation to apply special due diligence identification measurescustomers (and ultimate beneficiaries) that are PEPs, which sets up guidelines for Reporting Parties in order to foreign and national investors (which must comply with the requirements established by Resolution 4/17 to qualify) to Argentina when at-distance opening special investment accounts. The special due diligence regime shall not exempt the legally bound reporting parties of Resolution 4/17 from monitoring and supervising the transactions performed during the course of the commercial relationship, according to a risk-based approach.No. 134/2018.

Resolution 4/17 also regulates the due diligence measures between legally bound financial reporting parties. It requires that when the opening of the accounts is requested by settlement and clearing agents, or the “ALyCs,” the local financial entity will have complied with current anti-money laundering and counter terrorist financing regulations after performing due diligence with respect to the ALyCs. The ALyCs shall be responsible for performing due diligence with respect to its customers. Resolution 4/17 expressly establishes that, even though the financial entities are not responsible for performing due diligence with respect to the ALyCs’ customers, they are not exempt from monitoring and supervising the transactions performed by their clients (the ALyCs) during the course of the commercial relationship, according to a risk-based approach.

CNV Regulations

The Central Bank and the CNV must also comply with anti-money laundering regulations set forth by the UIF, including reporting suspicious transactions. In particular, the Central Bank must comply with UIF Resolution No. 12/2011, as supplemented by,Rules stipulate, among other resolutions, Resolutions No. 1/2012 and No 92/2012, which, among other things, sets forthprovisions, that the Central Bank’s obligation to evaluate the anti-money laundering controls implemented by Argentine financial institutions (with the limitation of access to the reports and records of suspicious operations, which are, as explained above, confidential and subjectregulated entities under its control shall only to the UIF’s supervision), and lists examples of what circumstances should be specifically considered in order to establish whether a particular transaction may be considered unusual and eventually qualified as suspicious.

Central Bank regulations require Argentine banks to take certain minimum precautions to prevent money laundering and terrorism financing. Each institution must have an anti-money laundering committee, formed by a member of the Board of Directors, the officer responsible for AML/CFT matters (Oficial de Cumplimiento) and an upper-level officer for financial intermediation and foreign exchange matters (i.e., with sufficient experience and knowledge on such matters and decision-making powers). Additionally, as mentioned, each financial institution must appoint a member of the Board of Directors as the person responsible for money laundering prevention, in charge of centralizing any information the Central Bank may require on its own initiative or at the request of any competent authority and reporting any suspicious transactions to the UIF. Notwithstanding the officer’s role as a liaison with the UIF, all board members have personal, joint, several and unlimited responsibility for the entity’s compliance with its reporting duties with the UIF. In addition, this officer will be responsible for the implementation, tracking and control of internal procedures to ensure compliance with the regulations in financial institutions and its subsidiaries.

In this regard, the guidelines issued by the Central Bank to detect unusual, suspicious or terrorist financing money laundering transactions require reporting suspicious transactions, based on the legally bound reporting party’s resources and the type of analysis carried out. In particular, the following circumstances, among others, should be

considered: (a) the amounts, types, frequency and nature ofperform the operations carried outprovided for under the public offering system when these operations are performed or ordered by the clients that are not related to their economic background and activity; (b) unusually high amounts, the complexity and the unusual modalities of the operations carried out by the clients; (c) when clients refuse to provide datapersons constituted, domiciled or documents required by the entities or when the information supplied by them is detected to be altered; (d) when the client does not comply with the applicable rulesresident in the matter; (e) when the client exhibits an unusual disregard for the risks assumed and/or the costs of the transactions are inconsistent with the economic profile of the transaction; (f) when the transactions involvecountries, domains, jurisdictions, territories or associated states that arenot considered “cooperatorsto be non-cooperative or high risk by the FATF.

Similarly, they establish the payment modalities and control procedures for the purpose of fiscal transparency” according to the provisions of Article 1 of Decree 589/2013, (g) when several different entities report the same address, or when the same persons represent or are authorized signatories of several different entities, without any economic or legal reason, with special consideration for any of the companies or organizations included in the list contained in section 2(b) of Decree No. 589/2013 whose main activity involved offshore transactions; (h) when the transactions involved are of similar nature, amount, modality or simultaneity, implying that they could have been fragmented into several small-volume transactions, in order to evade the procedures for detecting and/or reporting operations; (i) continued gains or losses on repeated transactions between the same parties; or (j) when there is evidence of the illegal origin, management or destinationreception and delivery of funds used in operations, for which the legally bound reporting party does not have an explanation.from and to clients.

Central Bank Rules

Furthermore, pursuantPursuant to Communication “A” 5738 (as6399 of the Central Bank, as amended and supplemented, including without limitation, by Communication “A” 6060)6709, Reporting Subjects must keep - for a period of 10 years - written records of the Central Bank, Argentine financial institutions must comply with certain additional “know yourprocedure 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 policies.” In this sense, pursuant to such Communication, under no circumstance may new commercial relationships be initiated ifrequesting further information and/or documentation, the “know your customer policies”corresponding notices of receipt and the risk management legal standards have not been complied with. In addition, in respect ofdocuments identifying the existing clients: if the “know your customer policies” could not be complied with, the Argentine financial institution must carry out an analysis based on risk, in order to assess the continuation of operations with such client. The criteria and procedure must be describedofficials who took part in the financial entity’s risk management internal handbook regarding money laundering regulations. If the Argentine financial institution must discontinue operations with such client, it must do it in accordance with Central Bank’s regulations for each type of product. Furthermore, pursuant to this Communication, Argentine financial entities must keep the documentation related to the discontinuance for 10 years and include in their prevention manuals the detailed procedures to initiate and discontinue operations with clientsdecision, in accordance with the above-mentioned additional “know your customer policies” implemented.respective procedural manuals.

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Tax Amnesty System

The CNV Rules include a specific chapter regarding “Preventionvoluntary system of Money Laundering and the Financing of Terrorism” and state that the persons set forth therein (Negotiation Agents, Clearing and Settlement Agents (which are stockbrokers), Distribution and Placement Agents, Manager and Custody Agents of Collective Investment Funds, Brokerage Agents, Collective Depositary Agents, issuers with respect to capital contributions, irrevocable capital contributions for future capital increases or significant loans that have been made in its benefit, specifically with respect to the identity of contributors and/or creditors and the origin and legality of the funds so contributed or loaned) are to be considered legally bound to reportdeclaration under the Anti-Money Laundering Law, and therefore must comply with all the laws and regulations in force in connection with anti-money laundering and terrorism financing, including resolutions issued by the UIF, presidential decrees referring to resolutions issued by the United Nations Security Council in connection with the fight against terrorism and the resolutions (and its annexes) issued by the Ministry of Foreign Affairs. In addition, CNV Rules impose certain restrictions in connection with payment arrangements (limiting, among other things, the cash amount that the entities set forth therein could receive or pay per day and per client, to Ps.1,000) and impose certain reporting obligations.

In addition, the CNV Rules establish that the above-mentioned entities shall only be able to carry out any transactions contemplated under the public offering system, when such transactions are carried out or ordered by persons organized, domiciled or resident in dominions, jurisdictions, territories or associated States included in the cooperating countries list contained in Executive Decree No. 589/2013, section 2(b). When such persons are not included in such list and in their home jurisdiction qualify as registered intermediaries in an entity under control and supervision of a body that carries out similar functions to those carried out by the CNV, they will only be allowed to carry out such transactions if they provide evidence indicating that the relevant securities and exchange commission in their home jurisdiction has signed a memorandum of understanding for cooperation and exchange of information with the CNV.

Regarding terrorism financing, Decree No. 918/2012 established the procedures for the freezing of assets linked to terrorism financing (including automatic freezing), and the creation and maintenance procedures (including the inclusion and removal of suspected persons) for registries created in accordance with the relevant United Nations Security Council’s resolutions.

On February 17, 2016, the “National Coordination Program for the Prevention of Asset Laundering and the Financing of Terrorism” was created by Executive Decree No. 360/2016 as an instrument of the Ministry of Justice and Human Rights. This Program was assigned the duty to reorganize, coordinate and strengthen the national system for the prevention of money laundering and the financing of terrorism, taking in consideration the specific risks that might have an impact on Argentine territory and the global demand for a more effective compliance with international obligations and recommendations established under United Nations Conventions and the standards of the Financial Action Task Force (FATF). These duties will be performed and implemented through a National Coordinator appointed for this purpose. Also, applicable statutory rules were modified, and it was established that the Ministry of Justice and Human Rights will be the Argentine government’s central authority in charge of the inter-institutional coordination among all public and private agencies and entities with competent jurisdiction on this matter, while the UIF will retain the ability to perform operating coordination activities at the national, provincial and municipal levels in relation to matters strictly inherent in its jurisdiction as a financial intelligence agency.

Additionally, through the enactment ofTax Amnesty Law No. 27,260 and its supplementalRegulatory Decree No. 895/2016,16 (jointly the “Tax Amnesty System”) established that the information voluntarily submitted under such system may be used for the investigation and punishment of the crimes of money laundering and financing of terrorism. For such purpose, the UIF was grantedhas the rightpower to providecommunicate information to other public entities who also have intelligence or investigation rights, insofar as the sharing of this information has been previously authorized by the presidentagencies, based on a previous resolution of the UIF as long asUIF’s President and provided that there is reasonable,are serious, precise and serious evidenceconcordant indications of the commission of any of the crimes contemplated under the Anti-Money Laundering Law. The entities receiving the communications of the UIF providing this information will be subject to the confidentiality obligations of Section 22 of the Anti-Money Laundering Law, and will be subject to the criminal penalties of such law if they breach their duty of confidentiality and reveal secret information.

In June 2017, the UIF published Resolution No. 30-E/17, which abrogated Resolution 121 and set the new guidelines that financial and foreign exchange entities must follow as legally bound financial reporting parties under the Anti-Money Laundering Law, based on the revised FATF recommendations of 2012, in order to adopt a risk-based approach. Resolution No. 30-E/17, effective as of September 15, 2017 (except for a few provisions, which are set to become effective on March and June 2018), determines the minimum compliance elements that must be included in a system for the prevention of money laundering and terroristand/or terrorism financing such ascrimes. Furthermore, the process of customer due diligence, training programs, operations monitoring, reporting of suspicious operations and non-compliance normative, among others.

Resolution No. 30 provides that financial entities, such as us, are requiredAFIP remains obliged to take certain actions embracing a Risk-Based Approach, aimed at identifying and assessing their respective risk exposure to money laundering and terrorism financing, in respect of their customers, countries and geographic areas, products and services, operations or distribution channels, including without limitation, reportingreport to the UIF suspicious operations detected within the operations it considers suspicious of Money Laundering / Financing of Terrorism within 15 calendar days, asframework of the date on which the entity qualifies the transaction as suspicious. Likewise, the reporting date mayTax Amnesty System and to provide it with all information required by it, not exceed 150 calendar days as of the date of the suspected or attempted operation. The term for the report of a suspicious operation of financing of terrorism will be 48 hours, computed from the date of the operation performed or attempted..

Recently, the Resolution No. 21/2018 (“Resolution 21”) was published which replaces the regime imposed by Resolution 229 and amends the Resolution No. 140/2012 regarding publicly offered financial trusts, their trustees, trustors and individuals or legal entities directly or indirectly relatedbeing able to them, in order to adjust to the recommendations of the FATF and implement a risk-based approach. Resolution 21 is applicable to the parties indicated in Section 20 of the Anti-Money Laundering Law, subsection 4): Broker-dealers and stockbrokers, mutual fund management companies, electronic open market agents, and all those intermediaries in the purchase, lease or loan of securities that operate under scope of stock exchanges with or without attached markets; and subsection 5); the intermediary agents enrolled in the markets, futures and options whatever their purpose, including the liquidation and compensation agents, the negotiation agents and the collective investment products management agents of mutual funds. The legal entities referred to in subsection 22) of Section 20 of the Anti-Money Laundering Law that act as financial fiduciaries whose fiduciary securities have authorization of public offering of the CNV are also included under the scope of Resolution 21.oppose fiscal secrecy.

Item 4.COrganizational structure

Under Resolution 21, the clients will be categorized according to the risk implied (low, medium or high), which will allow for the application of differentiated due diligence measures while permitting that simplified due diligence measures are executed with respect to clients and stockholders of foreign funds (to the extent they comply with the applicable conditions of their country of origin), thus easing the identification process without weakening the prevention system. Within this framework, individuals are enabled to implement reputable technological platforms that allow carrying out long-distance procedures, without the need to file documentation in person, without it affecting the fulfillment of the applicable requirements.

For an extensive analysis of the money laundering 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, at www.minhacienda.gob.ar, the Argentine Ministry of Public Finance, at www.minfinanzas.gob.ar, the UIF, at www.uif.gov.ar, the CNV, at www.cnv.gob.ar, or the Central Bank, at www.bcra.gob.ar. The information found on such websites is not a part of this annual report.

Item 4.COrganizational structure

The following diagram illustrates our organizational structure as of the date of this annual report. Percentages indicate the ownership interest held.

 

The following information is related to our subsidiaries and investees as of the date of this annual report:

Subsidiary

Jurisdiction of
incorporation

Country of Incorporation/ ResidenceName under which the
subsidiary does business

Banco Supervielle S.A.

Argentina

Argentina

Supervielle

Cordial Compañía Financiera S.A.

Argentina

Argentina

Walmart Servicios Financieros
Servicios Financieros Hipertehuelche
Pesos Ya

Tarjeta Automática S.A.

ArgentinaCarta Automática
Pesos Ya
Supervielle Seguros S.A.

Argentina

Argentina

Supervielle Seguros

Supervielle Asset Management S.A.

Sociedad Gerente de Fondos Comunes de Inversión S.A.

Argentina

Argentina

Supervielle Asset Management

Tarjeta Automática S.A.

Argentina

Sofital S.A.F.e I.I.

Argentina

Espacio Cordial de Servicios S.A.

ArgentinaCordial
Sofital S.A.F. e I.I.ArgentinaN/A
Micro Lending S.A.U.ArgentinaMILA
InvertirOnline S.A.U.ArgentinaInvertirOnline
InvertirOnline.com Argentina S.A.U.Argentina

ArgentinaInvertirOnline

Supervielle Productores Asesores de Seguros S.A.ArgentinaN/A
Futuros del Sur S.A. (in the process of being renamed Supervielle Agent de Negociacion S.A.U.)ArgentinaN/A
Bolsillo Digital S.A.U.ArgentinaN/A

Item 4.DProperty, plants and equipment


 

Item 4.DProperty, plants and equipment

The Bank owns 4,346 square meters of office space at Reconquista 330 in Buenos Aires and San Martín/Espejo in Mendoza for management, administrative and other commercial purposes and for central area personnel. The Bank also owns 15,046 square meters for retail branch properties in Mendoza, Córdoba, San Luis and Buenos Aires (including 13,001 squares meters of the properties acquired from the financial trust), 1,322 square meters of land in the City of San Luis and the City of Mendoza and 2,832 square meters of properties not related to our core business.

In November 2007 Banco Supervielle securitized certain strategic located branches through the transfer of such properties to a real estate trust Renta Inmobiliaria I” (the “Supervielle Renta Inmobiliaria Financial Trust”) which issued multiple classes of bonds and certificates of participation in the local capital market. Its initial value was U.S.$14.3 million. The Bank leased the branches from the financial trust and paid a monthly rental since then.

Following the securitization terms and conditions, in November 2016, the Bank exercised its priority right to buy all or part of the properties from the Supervielle Renta Inmobiliaria Financial Trust, before these properties were divested by the trustee.

As a consequence, on December 14, 2016, the Bank acquired at market price, all of the properties from the financial trust, using their franchise value, for a total amount of Ps.329.8 million. Subsequently, the Supervielle Renta Inmobiliaria Financial Trust was terminated and the securities were paid back to its holders including the gain on sale of those properties as they were valued at historical acquisition cost.

As we had relevant holdings in the securities issued by the Supervielle Renta Inmobiliaria Financial Trust, we recognized a gain in income from our participation in securization trusts of Ps.137.7 million, a turnover tax of Ps.9.6 million in financial expenses and income tax of Ps.35.7 million.

Supervielle Seguros owns 1,9541,954 square meters of office space located at Reconquista 330 in Buenos Aires.

The rest of our administrative buildings and offices (including our headquarters), branches, senior citizens dedicated branches, sales and collection centers and storage properties are leased pursuant to arm’s length agreements.

We sublease from the Bank the offices where our headquarters are located at Bartolomé Mitre 434, 5th Floor, City of Buenos Aires.

Selected Statistical Information

You should read this information in conjunction with our audited consolidated financial statements and related notes, and the information under “Item 5.A Operating Results” included elsewhere in this annual report. We prepared this information from our financial records,statements, which are maintainedprepared in conformity with Argentine Banking GAAP,IFRS. For further information, see notes 1.2 and do not reflect adjustments necessary2 to reflect the information in accordance with U.S. GAAP.our audited consolidated financial statements.

Average Balance Sheets, Interest Earnedearned on Interest-earning Assets and Interest Paid on Interest-bearing Liabilities

The average balances of our interest-earning assets and interest-bearing liabilities, including the related interest that is receivable and payable, are calculated on a daily basis.

Average balances have been separated between those denominated in Pesos and those denominated in U.S. dollars. The nominal interest rate is the amount of interest earned or paid during the period divided by the related average balance.

142 

The following tables show average balances, interest amounts and nominal rates for our interest-earning assets and interest-bearing liabilities for the years ended December 31, 2017, 20162019, 2018 and 2015.2017.

  Year ended December 31,
  2019 2018 2017
  Average
Balance
 

Interest
Earned/

(Paid)

 Average
 Nominal Rate
 Average
Balance
 

Interest
Earned/

(Paid)

 Average
Nominal Rate
 Average
Balance
 

Interest
Earned/

(Paid)

 Average
Nominal Rate
  (in thousands of Pesos)
ASSETS                           
Interest-Earning Assets                           
Investment Portfolio                           
Government and Corporate Securities 11,326,914  1,976,627  17.5%  12,706,699  4,147,662  32.6%  8,024,754  1,735,036  21.6% 
Pesos 7,103,805  3,002,584  42.3%  7,037,870  1,698,336  24.1%  3,118,790  666,711  21.4% 
Dollars 4,223,109  (1,025,957) (24.3)% 5,668,829  2,449,326  43.2%  4,905,964  1,068,325  21.8% 
Securities Issued by the Central Bank 30,219,625  18,714,976  61.9%  22,998,423  9,500,771  41.3%  17,662,433  4,366,998  24.7% 
Pesos 30,219,625  18,714,976  61.9%  22,998,423  9,500,771  41.3%  17,662,433  4,366,998  24.7% 
Dollars     0.0%      0.0%      0.0% 
Total Investment Portfolio 41,546,539  20,691,603  49.8%  35,705,122  13,648,433  38.2%  25,687,187  6,102,034  23.8% 
Pesos 37,323,430  21,717,559  58.2%  30,036,293  11,199,107  37.3%  20,781,223  5,033,709  24.2% 
Dollars 4,223,109  (1,025,956) (24.3)% 5,668,829  2,449,326  43.2%  4,905,964  1,068,325  21.8% 
Loans                           
Loans to the Financial Sector 555,588  189,836  34.2%  1,402,040  380,052  27.1%  943,550  58,853  6.2% 
Pesos 487,408  183,142  37.6%  1,400,703  380,050  27.1%  904,772  58,010  6.4% 
Dollars 68,180  6,694  9.8%  1,337  2  0.1%  38,778  843  2.2% 
Overdrafts 7,005,832  4,566,729  65.2%  10,530,444  5,000,550  47.5%  9,073,842  2,901,607  32.0% 
Pesos 7,004,941  4,566,729  65.2%  10,529,838  5,000,550  47.5%  9,073,665  2,901,607  32.0% 
Dollars 891    0.0%  606    0.0%  177    0.0% 
Promissory notes 9,343,602  5,878,441  62.9%  16,912,839  6,272,283  37.1%  17,832,275  3,767,218  21.1% 
Pesos 8,382,758  5,797,429  69.2%  15,553,607  6,203,437  39.9%  17,216,500  3,748,117  21.8% 
Dollars 960,844  81,012  8.4%  1,359,232  68,846  5.1%  615,775  19,101  3.1% 
Mortgage loans 8,216,816  3,781,641  46.0%  7,410,179  3,028,718  40.9%  1,243,094  263,172  21.2% 
Pesos 8,216,816  3,781,641  46.0%  7,410,179  3,028,718  40.9%  1,243,094  263,172  21.2% 
Dollars     0.0%      0.0%      0.0% 
Automobile and Other Secured Loans 1,846,408  693,000  37.5%  3,021,281  757,191  25.1%  439,268  75,663  17.2% 
Pesos 1,846,408  693,000  37.5%  3,021,281  757,191  25.1%  439,268  75,663  17.2% 
Dollars     0.0%      0.0%      0.0% 
Personal Loans 22,934,580  12,916,398  56.3%  39,352,087  16,811,397  42.7%  39,977,166  16,547,779  41.4% 
Pesos 22,934,580  12,916,398  56.3%  39,352,087  16,811,397  42.7%  39,977,166  16,547,779  41.4% 
Dollars     0.0%      0.0%      0.0% 
Corporate Unsecured Loans 10,855,345  6,141,212  56.6%  13,801,409  4,643,906  33.6%  11,240,625  3,060,510  27.2% 
Pesos 10,855,345  6,141,212  56.6%  13,801,409  4,643,906  33.6%  11,240,625  3,060,510  27.2% 
Dollars     0.0%      0.0%      0.0% 
Credit Card Loans 12,240,583  4,815,023  39.3%  17,003,762  5,249,822  30.9%  17,297,617  5,053,721  29.2% 
Pesos 11,735,230  4,814,830  41.0%  16,453,795  5,249,740  31.9%  16,626,969  5,053,564  30.4% 
Dollars 505,353  193  0.0%  549,967  82  0.0%  670,648  157  0.0% 
Receivables from Financial Leases 4,439,332  1,129,605  25.4%  6,301,405  1,417,026  22.5%  5,445,318  1,141,614  21.0% 
Pesos 2,485,309  975,764  39.3%  4,676,336  1,281,853  27.4%  4,914,898  1,093,227  22.2% 
Dollars 1,954,023  153,841  7.9%  1,625,069  135,173  8.3%  530,420  48,387  9.1% 
Total Loans excl. Foreign trade and U.S.$.loans 77,438,086  40,111,885  51.8%  115,735,446  43,560,945  37.6%  103,492,755  32,870,137  31.8% 
Pesos 73,948,795  39,870,145  53.9%  112,199,235  43,356,842  38.6%  101,636,957  32,801,649  32.3% 
Dollars 3,489,291  241,740  6.9%  3,536,211  204,103  5.8%  1,855,798  68,488  3.7% 
                            

143 

 

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal 
Rate

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal 
Rate

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal 
Rate

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government and corporate securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

313,110

 

81,137

 

25.9

%

165,383

 

33,260

 

20.1

%

197,733

 

13,932

 

7.0

%

Dollars

 

1,786,243

 

437,561

 

24.5

%

597,712

 

145,409

 

24.3

%

306,386

 

119,440

 

39.0

%

Total

 

2,099,353

 

518,698

 

24.7

%

763,096

 

178,669

 

23.4

%

504,119

 

133,372

 

26.5

%

Participation in our securitization trusts(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

817,612

 

148,627

 

18.2

%

1,277,081

 

362,241

 

28.4

%

1,348,974

 

283,428

 

21.0

%

Dollars

 

1,240

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Total

 

818,852

 

148,627

 

18.2

%

1,277,081

 

362,241

 

28.4

%

1,348,974

 

283,428

 

21.0

%

Securities issued by the Central Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

5,282,857

 

1,318,422

 

25.0

%

1,846,240

 

673,993

 

36.5

%

707,491

 

257,274

 

36.4

%

Dollars

 

 

 

0.0

%

106,696

 

49,838

 

46.7

%

1,716

 

 

0.0

%

Total

 

5,282,857

 

1,318,422

 

25.0

%

1,952,936

 

723,831

 

37.1

%

709,207

 

257,274

 

36.3

%

Total Investment Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

6,413,579

 

1,548,186

 

24.1

%

3,288,704

 

1,069,494

 

32.5

%

2,254,198

 

554,634

 

24.6

%

Dollars

 

1,787,483

 

437,561

 

24.5

%

704,408

 

195,247

 

27.7

%

308,102

 

119,440

 

38.8

%

Total

 

8,201,062

 

1,985,747

 

24.2

%

3,993,113

 

1,264,742

 

31.7

%

2,562,300

 

674,074

 

26.3

%

Loans and financings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Promissory notes(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

6,190,479

 

1,395,622

 

22.5

%

3,811,989

 

1,086,442

 

28.5

%

3,165,116

 

837,789

 

26.5

%

Dollars

 

221,412

 

8,063

 

3.6

%

25,772

 

882

 

3.4

%

12,530

 

675

 

5.4

%

Total

 

6,411,891

 

1,403,685

 

21.9

%

3,837,761

 

1,087,324

 

28.3

%

3,177,646

 

838,464

 

26.4

%

Overdrafts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

3,262,587

 

1,162,911

 

35.6

%

2,509,796

 

996,571

 

39.7

%

1,638,881

 

594,315

 

36.3

%

Dollars

 

63

 

 

0.0

%

 

 

 

0.0

%

 

 

0.0

%

Total

 

3,262,650

 

1,162,911

 

35.6

%

2,509,796

 

996,571

 

39.7

%

1,638,881

 

594,315

 

36.3

%

Loans to the financial sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

494,945

 

89,845

 

18.2

%

240,611

 

73,754

 

30.7

%

28,977

 

9,173

 

31.7

%

Dollars

 

13,943

 

306

 

2.2

%

 

 

0.0

%

 

 

0.0

%

Total

 

508,888

 

90,151

 

17.7

%

240,611

 

73,754

 

30.7

%

28,977

 

9,173

 

31.7

%

Mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

457,344

 

109,801

 

24.0

%

40,766

 

8,999

 

22.1

%

59,344

 

10,014

 

16.9

%

Dollars

 

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Total

 

457,344

 

109,801

 

24.0

%

40,766

 

8,999

 

22.1

%

59,344

 

10,014

 

16.9

%

Automobile and other secured loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

157,946

 

30,916

 

19.6

%

78,980

 

17,271

 

21.9

%

133,740

 

32,678

 

24.4

%

Dollars

 

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Total

 

157,946

 

30,916

 

19.6

%

78,980

 

17,271

 

21.9

%

133,740

 

32,678

 

24.4

%

Corporate unsecured loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

4,041,754

 

1,076,056

 

26.6

%

2,418,252

 

819,097

 

33.9

%

1,769,763

 

561,635

 

31.7

%

Dollars

 

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Total

 

4,041,754

 

1,076,056

 

26.6

%

2,418,252

 

819,097

 

33.9

%

1,769,763

 

561,635

 

31.7

%

Personal loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

12,443,671

 

6,104,346

 

49.1

%

7,884,433

 

3,631,979

 

46.1

%

5,170,131

 

2,144,410

 

41.5

%

Dollars

 

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Total

 

12,443,671

 

6,104,346

 

49.1

%

7,884,433

 

3,631,979

 

46.1

%

5,170,131

 

2,144,410

 

41.5

%

Credit Card Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

6,124,034

 

1,802,651

 

29.4

%

5,399,079

 

1,733,539

 

32.1

%

4,108,877

 

1,289,162

 

31.4

%

Dollars

 

241,143

 

62

 

0.0

%

145,684

 

67

 

0.0

%

84,161

 

224

 

0.3

%

Total

 

6,365,177

 

1,802,713

 

28.3

%

5,544,763

 

1,733,606

 

31.3

%

4,193,038

 

1,289,386

 

30.8

%

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal
Rate

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal
Rate

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal
Rate

 

Receivables from financial leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

1,772,213

 

440,811

 

24.9

%

1,310,083

 

359,116

 

27.4

%

834,193

 

207,296

 

24.8

%

Dollars

 

191,606

 

14,040

 

7.3

%

7,606

 

471

 

6.2

%

2,958

 

115

 

3.9

%

Total

 

1,963,819

 

454,851

 

23.2

%

1,317,689

 

359,587

 

27.3

%

837,151

 

207,411

 

24.8

%

Total Loans excl. Foreign trade and U$S loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

34,944,973

 

12,212,959

 

34.9

%

23,693,989

 

8,726,768

 

36.8

%

16,909,022

 

5,686,472

 

33.6

%

Dollars

 

668,167

 

22,471

 

3.4

%

179,062

 

1,420

 

0.8

%

99,649

 

1,014

 

1.0

%

Total

 

35,613,140

 

12,235,430

 

34.4

%

23,873,051

 

8,728,188

 

36.6

%

17,008,671

 

5,687,486

 

33.4

%

Foreign Trade Loans and U$S loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

 

 

0

%

 

 

0.0

%

 

 

0.0

%

Dollars

 

7,218,244

��

361,112

 

5.0

%

2,375,825

 

130,047

 

5.5

%

645,829

 

42,975

 

6.7

%

Total

 

7,218,244

 

361,112

 

5.0

%

2,375,825

 

130,047

 

5.5

%

645,829

 

42,975

 

6.7

%

Total Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

34,944,973

 

12,212,959

 

34.9

%

23,693,989

 

8,726,768

 

36.8

%

16,909,022

 

5,686,472

 

33.6

%

Dollars

 

7,886,411

 

383,583

 

4.9

%

2,554,887

 

131,467

 

5.1

%

745,478

 

43,989

 

5.9

%

Total

 

42,831,384

 

12,596,542

 

29.4

%

26,248,876

 

8,858,235

 

33.7

%

17,654,500

 

5,730,461

 

32.5

%

Other receivables from financial transactions(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

1,642,667

 

391,933

 

23.9

%

692,438

 

218,755

 

31.6

%

159,750

 

35,164

 

22.0

%

Dollars

 

1,236

 

239

 

19.3

%

1,625

 

187

 

11.5

%

143,294

 

18,408

 

12.8

%

Total

 

1,643,903

 

392,172

 

23.9

%

694,063

 

218,942

 

31.5

%

303,044

 

53,572

 

17.7

%

Total interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

43,001,219

 

14,153,078

 

32.9

%

27,675,131

 

10,015,018

 

36.2

%

19,322,972

 

6,276,271

 

32.5

%

Dollars

 

9,675,130

 

821,383

 

8.5

%

3,260,920

 

326,901

 

10.0

%

1,196,874

 

181,837

 

15.2

%

Total

 

52,676,349

 

14,974,461

 

28.4

%

30,936,051

 

10,341,919

 

33.4

%

20,519,846

 

6,458,108

 

31.5

%

Non interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

6,506,050

 

 

 

 

 

4,804,565

 

 

 

 

 

3,339,803

 

 

 

 

 

Dollars

 

4,609,488

 

 

 

 

 

2,149,089

 

 

 

 

 

1,000,228

 

 

 

 

 

Total

 

11,115,538

 

 

 

 

 

6,953,654

 

 

 

 

 

4,340,031

 

 

 

 

 

Unlisted equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

1,580

 

 

 

 

 

7,806

 

 

 

 

 

5,973

 

 

 

 

 

Dollars

 

6

 

 

 

 

 

1

 

 

 

 

 

1

 

 

 

 

 

Total

 

1,586

 

 

 

 

 

7,807

 

 

 

 

 

5,974

 

 

 

 

 

Premises and equipment and miscellaneous and intangible assets and unallocated items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

1,297,229

 

 

 

 

 

1,022,713

 

 

 

 

 

878,180

 

 

 

 

 

Dollars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,297,229

 

 

 

 

 

1,022,713

 

 

 

 

 

878,180

 

 

 

 

 

Allowance for loan losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

(1,061,319

)

 

 

 

 

(705,117

)

 

 

 

 

(510,429

)

 

 

 

 

Dollars

 

(85,189

)

 

 

 

 

(30,459

)

 

 

 

 

(17,879

)

 

 

 

 

Total

 

(1,146,508

)

 

 

 

 

(735,576

)

 

 

 

 

(528,308

)

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

4,987,001

 

 

 

 

 

2,929,059

 

 

 

 

 

1,635,717

 

 

 

 

 

Dollars

 

667,947

 

 

 

 

 

353,385

 

 

 

 

 

109,725

 

 

 

 

 

Total

 

5,654,948

 

 

 

 

 

3,282,444

 

 

 

 

 

1,745,442

 

 

 

 

 

Total non interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

11,730,541

 

 

 

 

 

8,059,026

 

 

 

 

 

5,349,245

 

 

 

 

 

Dollars

 

5,192,252

 

 

 

 

 

2,472,016

 

 

 

 

 

1,092,075

 

 

 

 

 

Total

 

16,922,793

 

 

 

 

 

10,531,042

 

 

 

 

 

6,441,320

 

 

 

 

 

Total Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

54,731,760

 

 

 

 

 

35,734,156

 

 

 

 

 

24,672,217

 

 

 

 

 

Dollars

 

14,867,382

 

 

 

 

 

5,732,937

 

 

 

 

 

2,288,948

 

 

 

 

 

Total

 

69,599,142

 

 

 

 

 

41,467,093

 

 

 

 

 

26,961,165

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal
Rate

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal
Rate

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal
Rate

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special checking accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

4,139,446

 

633,945

 

15.3

%

 

 

0.0

%

 

 

0.0

%

Dollars

 

1,178,635

 

3,751

 

0.3

%

 

 

0.0

%

 

 

0.0

%

Total

 

5,318,081

 

637,696

 

12.0

%

 

 

0.0

%

 

 

0.0

%

Time deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

12,567,904

 

2,299,676

 

18.3

%

11,646,092

 

3,071,579

 

26.4

%

8,950,016

 

2,221,941

 

24.8

%

Dollars

 

1,325,298

 

8,382

 

0.6

%

806,650

 

10,282

 

1.3

%

337,459

 

2,807

 

0.8

%

Total

 

13,893,202

 

2,308,058

 

16.6

%

12,452,742

 

3,081,861

 

24.7

%

9,287,475

 

2,224,748

 

24.0

%

Borrowings from other financial institutions and unsubordinated negotiable obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

7,262,083

 

1,835,753

 

25.3

%

2,332,394

 

734,321

 

31.5

%

1,530,080

 

420,682

 

27.5

%

Dollars

 

701,896

 

24,345

 

3.5

%

217,832

 

7,390

 

3.4

%

121,831

 

2,994

 

2.5

%

Total

 

7,963,979

 

1,860,098

 

23.4

%

2,550,226

 

741,711

 

29.1

%

1,651,911

 

423,676

 

25.6

%

Subordinated Loans and negotiable obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Dollars

 

1,319,046

 

128,237

 

9.7

%

1,285,162

 

128,027

 

10.0

%

800,088

 

81,282

 

10.2

%

Total

 

1,319,046

 

128,237

 

9.7

%

1,285,162

 

128,027

 

10.0

%

800,088

 

81,282

 

10.2

%

Total interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

23,969,433

 

4,769,374

 

19.9

%

13,973,486

 

3,805,899

 

27.2

%

10,480,095

 

2,642,623

 

25.2

%

Dollars

 

4,524,875

 

164,715

 

3.6

%

2,309,644

 

145,699

 

6.3

%

1,259,378

 

87,083

 

6.9

%

Total

 

28,494,308

 

4,934,089

 

17.3

%

16,288,130

 

3,951,598

 

24.3

%

11,739,473

 

2,729,706

 

23.3

%

Low and non-interest bearing liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

8,991,324

 

2,569

 

0.0

%

6,192,384

 

740

 

0.1

%

4,616,801

 

4,556

 

0.1

%

Dollars

 

3,848,201

 

1,133

 

0.0

%

1,238,934

 

3,899

 

0.1

%

286,894

 

274

 

0.1

%

Total

 

12,839,525

 

3,702

 

0.0

%

7,431,318

 

4,639

 

0.1

%

4,903,695

 

4,830

 

0.1

%

Demand deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

6,721,340

 

 

 

 

 

6,541,618

 

 

 

 

 

4,766,900

 

 

 

 

 

Dollars

 

2,762,491

 

 

 

 

 

601,764

 

 

 

 

 

99,828

 

 

 

 

 

Total

 

9,483,831

 

 

 

 

 

7,143,382

 

 

 

 

 

4,866,728

 

 

 

 

 

Special checking accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

 

 

 

 

 

1,749,023

 

 

 

 

 

1,117,708

 

 

 

 

 

Dollars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

1,749,023

 

 

 

 

 

1,117,708

 

 

 

 

 

Other liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

7,024,815

 

 

 

 

 

4,618,267

 

 

 

 

 

3,117,904

 

 

 

 

 

Dollars

 

2,154,935

 

 

 

 

 

878,693

 

 

 

 

 

171,114

 

 

 

 

 

Total

 

9,179,750

 

 

 

 

 

5,496,961

 

 

 

 

 

3,289,018

 

 

 

 

 

Non-controlling interest result

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

20,944

 

 

 

 

 

120,803

 

 

 

 

 

67,500

 

 

 

 

 

Dollars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

20,944

 

 

 

 

 

120,803

 

 

 

 

 

67,500

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

9,580,785

 

 

 

 

 

4,986,499

 

 

 

 

 

2,094,750

 

 

 

 

 

Dollars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

9,580,785

 

 

 

 

 

4,986,499

 

 

 

 

 

2,094,750

 

 

 

 

 

Total low and non-interest- Bearing Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

32,339,208

 

 

 

 

 

22,459,572

 

 

 

 

 

14,663,855

 

 

 

 

 

Dollars

 

8,765,627

 

 

 

 

 

2,719,391

 

 

 

 

 

557,836

 

 

 

 

 

Total

 

41,104,835

 

 

 

 

 

25,178,963

 

 

 

 

 

15,221,691

 

 

 

 

 

 

Year ended December 31,

 

 Year ended December 31,

 

2017

 

2016

 

2015

 

 2019 2018 2017

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal
Rate

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal
Rate

 

Average Balance

 

Interest Earned/
(Paid)

 

Average Nominal
Rate

 

 Average
Balance
 

Interest
Earned/

(Paid)

 Average
 Nominal Rate
 Average
Balance
 

Interest
Earned/

(Paid)

 Average
Nominal Rate
 Average
Balance
 

Interest
Earned/

(Paid)

 Average
Nominal Rate

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (in thousands of Pesos)
Foreign Trade Loans and U.S.$.loans 25,486,397  1,730,633  6.8%  33,096,074  1,798,461  5.4%  20,074,843  899,193  4.5% 

Pesos

 

56,308,640

 

 

 

 

 

36,438,058

 

 

 

 

 

25,143,950

 

 

 

 

 

     0.0%      0.0%      0.0% 

Dollars

 

13,290,502

 

 

 

 

 

5,029,035

 

 

 

 

 

1,817,214

 

 

 

 

 

 25,486,397  1,730,633  6.8%  33,096,074  1,798,461  5.4%  20,074,843  899,193  4.5% 

Total

 

69,599,142

 

 

 

 

 

41,467,093

 

 

 

 

 

26,961,165

 

 

 

 

 

Total Loans  102,924,483  41,842,518  40.7%  148,831,520  45,359,406  30.5%  123,567,598  33,769,330  27.3% 
Pesos 73,948,795  39,870,145  53.9%  112,199,235  43,356,842  38.6%  101,636,957  32,801,649  32.3% 
Dollars 28,975,688  1,972,373  6.8%  36,632,285  2,002,564  5.5%  21,930,641  967,681  4.4% 
Repo transactions 981,998  596,797  60.8%  252,162  78,349  31.1%      0.0% 
Pesos 981,998  596,797  60.8%  252,162  73,349  31.1%      0.0% 
Dollars     0.0%      0.0%      0.0% 
Total Interest-Earning Assets 145,453,020  63,130,918  43.4%  184,788,804  59,086,188  32.0%  149,254,785  39,871,364  26.7% 
Pesos 112,254,223  62,184,502  55.4%  142,487,690  54,634,298  38.3%  122,418,180  37,835,358  30.9% 
Dollars 33,198,797  946,416  2.9%  42,301,114  4,451,890  10.5%  26,836,605  2,036,006  7.6% 
Non Interest-Earning Assets                           
Cash and due from banks 40,084,120        42,489,403        30,192,607       
Pesos 19,151,085        23,105,066        17,688,924       
Dollars 20,933,035        19,384,337        12,503,683       
Unlisted equity investments 40                4,394       
Pesos                 4,394       
Dollars 40                       
Premises and equipment and miscellaneous and intangible
assets and unallocated items
 8,038,882        5,776,552        4,069,732       
Pesos 8,038,882        5,776,552        4,069,732       
Dollars                        
Allowance for loan losses (6,351,235)       (8,250,210)       (6,569,557)      
Pesos (5,442,708)       (7,809,354)       (6,332,636)      
Dollars (908,527)       (440,856)       (236,921)      
Other assets 13,028,974        14,372,811        17,675,942       
Pesos 11,412,769        12,755,495        15,789,742       
Dollars 1,616,205        1,617,316        1,886,200       
Total Non Interest-Earning Assets 54,800,781        54,388,556        45,373,118       
Pesos 33,160,028        33,827,759        31,220,156       
Dollars 21,640,753        20,560,797        14,152,962       
Total Assets 200,253,801        239,177,360        194,627,903       
Pesos 145,414,251        176,315,449        153,638,336       
Dollars 54,839,550        62,861,911        40,989,567       

 

  Year ended December 31,
  2019 2018 2017
  Average
Balance
 

Interest
Earned/

(Paid)

 Average
 Nominal Rate
 Average
Balance
 

Interest
Earned/

(Paid)

 Average
Nominal Rate
 Average
Balance
 

Interest
Earned/

(Paid)

 Average
Nominal Rate
  (in thousands of Pesos)
LIABILITIES         
Interest-Bearing Liabilities                           
Time Deposits 46,909,708  19,855,152  42.3%  43,144,927  9,991,637  23.2%  38,639,592  5,786,088  15.0% 
Pesos 41,118,910  19,778,723  48.1%  36,276,233  9,906,758  27.3%  34,953,771  5,765,429  16.5% 
Dollars 5,790,798  76,429  1.3%  6,868,694  84,879  1.2%  3,685,821  20,659  0.6% 
Borrowings from Other Financial Institutions and Unsub Negotiable Obligations 21,657,316  7,966,708  36.8%  37,100,799  8,434,082  22.7%  24,935,967  4,843,645  19.4% 
Pesos 13,664,014  7,542,643  55.2%  26,956,510  8,040,293  29.8%  22,983,905  4,783,624  20.8% 
Dollars 7,993,302  424,065  5.3%  10,144,289  393,789  3.9%  1,952,062  60,021  3.1% 
Subordinated Loans and Negotiable Obligations 2,203,968  136,687  6.2%  2,097,037  133,540  6.4%  3,668,433  325,257  8.9% 
Pesos     0.0%      0.0%      0.0% 
Dollars 2,203,968  136,687  6.2%  2,097,037  133,540  6.4%  3,668,433  325,257  8.9% 
Total Interest-Bearing Liabilities 70,770,992  27,958,547  39.5%  82,342,763  18,559,259  22.5%  67,243,992  10,954,990  16.3% 
Pesos 54,782,924  27,321,366  49.9%  63,232,743  17,947,051  28.4%  57,937,676  10,549,053  18.2% 
Dollars 15,988,068  637,181  4.0%  19,110,020  612,208  3.2%  9,306,316  405,937  4.4% 
Low and Non-Interest Bearing Deposits                           
Savings Accounts 32,185,349  65,344  0.2%  39,527,134  63,538  0.2%  35,708,329  9,271  0.0% 
Pesos 16,677,758  60,885  0.4%  21,970,349  58,885  0.3%  25,006,000  6,461  0.0% 
Dollars 15,507,591  4,459  0.0%  17,556,785  4,653  0.0%  10,702,329  2,810  0.0% 
Special Checking Accounts 25,168,448  6,010,413  40.1%  34,033,872  7,826,914  30.0%  14,016,710  1,555,341  13.4% 
Pesos 14,892,493  5,973,650  40.1%  25,989,349  7,795,154  30.0%  11,512,318  1,546,597  13.4% 
Dollars 10,275,955  36,763  0.4%  8,044,523  31,760  0.4%  2,504,392  8,744  0.3% 
Checking Accounts 23,987,398        29,679,527        27,130,608       
Pesos 15,110,011        17,312,704        18,674,236       
Dollars 8,877,387        12,366,823        8,456,372       
Other Liabilities 24,556,832        24,469,574        25,654,959       
Pesos 19,825,696        22,013,436        20,012,444       
Dollars 4,731,136        2,456,138        5,642,515       
Non-Controlling Interest Result 232,677        430,932        -69,908       
Pesos 232,677        430,932        -69,908       
Dollars                        
Stockholders’ equity 23,352,105        28,693,558        24,943,213       
Pesos 23,352,105        28,693,558        24,943,213       
Dollars                        
Total Low and Non-Interest Bearing Deposits 129,482,809        156,834,597        127,383,911       
Pesos 90,090,740        116,410,328        100,078,303       
Dollars 39,392,069        40,424,269        27,305,608       
Total Liabilities and Stockholders’
equity
 200,253,801        239,177,360        194,627,903       
Pesos 144,873,664        179,643,071        158,015,979       
Dollars 55,380,137        59,534,289        36,611,924       


(1)         Includes senior and subordinated bonds and participation certificates.

(2)         Consists of unsecured checks and accounts receivable deriving from factoring transactions.

(3)         Includes overnight deposit and unlisted corporate bonds.

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. The changes are segregated for each major category of interest-earning assets and interest-bearing liabilities into amounts attributable to changes in the average volume and changes in their respective nominal interest rates for the year ended December 31, 20172019 compared to the year ended December 31, 20162018, and for the year ended December 31, 20162018 compared to the year ended December 31, 2015.2017. We have calculated volume variances based on movements in average balances over the period and rate variance based on changes in interest rates on average interest-earning assets and average interest-bearing liabilities. We have allocated variances caused by changes in both volume and rate to volume. As stated above under “Presentation of Financial and Other Information,” we have prepared our audited consolidated financial statements for 2019, 2018 and 2017 under IFRS. Data for past years has been prepared under our prior accounting framework, Argentine Banking GAAP, which is not comparable with data prepared under IFRS.

  Year ended December 31,
  2019/2018 2018/2017
  Increase (Decrease) Due to Changes in
  Volume Rate Net Change Volume Rate Net Change
  (in thousands of Pesos)
ASSETS                  
Interest-Earning Assets                  
Investment Portfolio                  
Government and Corporate Securities 379,090  (2,550,125) (2,171,035) 1,275,339  1,137,287  2,412,626 
Pesos 27,869  1,276,379  1,304,248  945,729  85,896  1,031,625 
Dollars 351,221  (3,826,504) (3,475,283) 329,610  1,051,391  1,381,001 
Securities Issued by the Central Bank 4,472,081  4,742,123  9,214,204  2,204,326  2,929,447  5,133,773 
Pesos 4,472,081  4,742,123  9,214,204  2,204,326  2,929,447  5,133,773 
Dollars            
Total Investment Portfolio 4,851,171  2,191,998  7,043,169  3,479,665  4,066,734  7,546,399 
Pesos 4,499,950  6,018,502  10,518,452  3,150,055  3,015,343  6,165,398 
Dollars 351,221  (3,826,504) (3,475,283) 329,610  1,051,391  1,381,001 
Loans                  
Loans to the Financial Sector (336,605) 146,388  (190,217) 134,504  186,695  321,199 
Pesos (343,168) 146,259  (196,909) 134,560  187,480  322,040 
Dollars 6,563  129  6,692  (56) (785) (841)
Overdrafts (2,297,985) 1,864,164  (433,821) 691,527  1,407,416  2,098,943 
Pesos (2,297,985) 1,864,164  (433,821) 691,527  1,407,416  2,098,943 
Dollars            
Promissory Notes (4,992,875) 4,599,033  (393,842) (625,575) 3,130,640  2,505,065 
Pesos (4,959,286) 4,553,278  (406,008) (663,232) 3,118,552  2,455,320 
Dollars (33,589) 45,755  12,166  37,657  12,088  49,745 
Mortgage loans 371,240  381,683  752,923  2,520,636  244,910  2,765,546 
Pesos 371,240  381,683  752,923  2,520,636  244,910  2,765,546 
Dollars            
Automobile and Other Secured Loans (440,957) 376,766  (64,191) 647,102  34,426  681,528 
Pesos (440,957) 376,766  (64,191) 647,102  34,426  681,528 
Dollars            
Personal Loans (9,246,084) 5,351,085  (3,894,999) (267,037) 530,655  263,618 
Pesos (9,246,084) 5,351,085  (3,894,999) (267,037) 530,655  263,618 
Dollars            
Corporate Unsecured Loans (1,666,682) 3,163,988  1,497,306  861,654  721,742  1,583,396 
Pesos (1,666,682) 3,163,988  1,497,306  861,654  721,742  1,583,396 

146 

 

 

 

Year ended
December 31,

 

 

 

2017/2016

 

2016/2015

 

 

 

Increase (Decrease) Due to Changes in

 

Increase (Decrease) Due to Changes in

 

 

 

Volume

 

Rate

 

Net Change

 

Volume

 

Rate

 

Net Change

 

 

 

(in thousands of Pesos)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

Government and corporate securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

38,281

 

9,596

 

47,877

 

(6,506

)

25,834

 

19,328

 

Dollars

 

291,144

 

1,007

 

292,152

 

70,873

 

(44,904

)

25,969

 

Total

 

329,425

 

10,603

 

340,029

 

64,367

 

(19,070

)

45,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Participation in our securitization trusts(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

(83,523

)

(130,091

)

(213,614

)

(20,392

)

99,206

 

78,813

 

Dollars

 

 

 

 

 

 

 

Total

 

(83,523

)

(130,091

)

(213,614

)

(20,392

)

99,206

 

78,813

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities issued by the Central Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

857,663

 

(213,234

)

644,429

 

415,715

 

1,004

 

416,719

 

Dollars

 

 

(49,838

)

(49,838

)

49,036

 

802

 

49,838

 

Total

 

857,663

 

(263,072

)

594,591

 

464,751

 

1,806

 

466,557

 

Total Investment Portflolio

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

754,320

 

(275,628

)

478,692

 

336,424

 

178,437

 

514,860

 

Dollars

 

265,128

 

(22,814

)

242,314

 

109,848

 

(34,041

)

75,807

 

Total

 

1,019,447

 

(298,442

)

721,005

 

446,272

 

144,396

 

590,668

 

Loans and financings:

 

 

 

 

 

 

 

 

 

 

 

 

 

Promissory notes(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

536,222

 

(227,042

)

309,180

 

184,363

 

64,290

 

248,653

 

Dollars

 

7,124

 

57

 

7,181

 

453

 

(246

)

207

 

Total

 

543,347

 

(226,986

)

316,361

 

184,816

 

64,044

 

248,860

 

Overdrafts

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

268,324

 

(101,984

)

166,340

 

345,816

 

56,440

 

402,256

 

Dollars

 

 

 

 

 

 

 

 

Total

 

268,324

 

(101,984

)

166,340

 

345,816

 

56,440

 

402,256

 

Loans to the financial sector

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

46,168

 

(30,077

)

16,091

 

64,872

 

(291

)

64,581

 

Dollars

 

306

 

 

306

 

 

 

 

Total

 

46,474

 

(30,077

)

16,397

 

64,872

 

(291

)

64,581

 

Mortgage Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

100,014

 

788

 

100,802

 

(4,101

)

3,086

 

(1,015

)

Dollars

 

 

 

 

 

 

 

Total

 

100,014

 

788

 

100,802

 

(4,101

)

3,086

 

(1,015

)

Automobile and other secured loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

15,457

 

(1,812

)

13,645

 

(11,975

)

(3,432

)

(15,407

)

Dollars

 

 

 

 

 

 

 

Total

 

15,457

 

(1,812

)

13,645

 

(11,975

)

(3,432

)

(15,407

)

Corporate unsecured loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

432,233

 

(175,274

)

256,959

 

219,653

 

37,809

 

257,462

 

Dollars

 

 

 

 

 

 

 

Total

 

432,233

 

(175,274

)

256,959

 

219,653

 

37,809

 

257,462

 

Personal loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

2,236,572

 

235,795

 

2,472,367

 

1,250,348

 

237,221

 

1,487,569

 

Dollars

 

 

 

 

 

 

 

Total

 

2,236,572

 

235,795

 

2,472,367

 

1,250,348

 

237,221

 

1,487,569

 

Credit card Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

213,395

 

(144,284

)

69,112

 

414,259

 

30,119

 

444,377

 

Dollars

 

25

 

(30

)

(5

)

28

 

(185

)

(157

)

Total

 

213,420

 

(144,313

)

69,107

 

414,287

 

29,933

 

444,220

 

 

Year ended
December 31,

 

 Year ended December 31,

 

2017/2016

 

2016/2015

 

 2019/2018 2018/2017

 

Increase (Decrease) Due to Changes in

 

Increase (Decrease) Due to Changes in

 

 Increase (Decrease) Due to Changes in

 

Volume

 

Rate

 

Net Change

 

Volume

 

Rate

 

Net Change

 

 Volume Rate Net Change Volume Rate Net Change

Receivables from financial leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 (in thousands of Pesos)
Dollars - - - - - -
Credit Card Loans (1,935,990) 1,501,191  (434,799) (55,271) 251,372  196,101 

Pesos

 

114,948

 

(33,253

)

81,695

 

130,449

 

21,370

 

151,820

 

 (1,935,973) 1,501,063  (434,910) (55,253) 251,429  196,176 

Dollars

 

13,483

 

86

 

13,569

 

288

 

68

 

356

 

 (17) 128  111  (18) (57) (75)

Total

 

128,430

 

(33,167

)

95,264

 

130,737

 

21,438

 

152,176

 

Total Loans excl. Foreign Trade and U$S loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables from Financial Leases (834,326) 546,906  (287,420) 25,659  249,753  275,412 

Pesos

 

3,932,119

 

(445,929

)

3,486,190

 

2,498,981

 

541,315

 

3,040,296

 

 (860,224) 554,136  (306,088) (65,393) 254,019  188,626 

Dollars

 

16,449

 

4,602

 

21,051

 

630

 

(224

)

406

 

 25,898  (7,230) 18,668  91,052  (4,266) 86,786 

Total

 

3,948,568

 

(441,327

)

3,507,241

 

2,499,611

 

541,091

 

3,040,702

 

Foreign Trade Loans and U$S Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Loans excl. Foreign trade and U.S.$.loans (21,380,264) 17,931,204  (3,449,060) 3,933,199  6,757,609  10,690,808 

Pesos

 

 

 

 

 

 

 

 (21,379,119) 17,892,422  (3,486,697) 3,804,564  6,750,629  10,555,193 

Dollars

 

242,255

 

(11,190

)

231,065

 

94,696

 

(7,624

)

87,072

 

 (1,145) 38,782  37,637  128,635  6,980  135,615 

Total

 

242,255

 

(11,190

)

231,065

 

94,696

 

(7,624

)

87,072

 

Foreign Trade Loans and U.S.$.loans (516,729) 448,901  (67,828) 707,582  191,686  899,268 
Pesos            
Dollars (516,729) 448,901  (67,828) 707,582  191,686  899,268 

Total Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 (21,896,993) 18,380,105  (3,516,888) 4,640,781  6,949,295  11,590,076 

Pesos

 

3,932,119

 

(445,929

)

3,486,190

 

2,498,981

 

541,315

 

3,040,296

 

 (21,379,119) 17,892,422  (3,486,697) 3,804,564  6,750,629  10,555,193 

Dollars

 

259,317

 

(7,201

)

252,116

 

93,107

 

(5,629

)

87,478

 

 (517,874) 487,683  (30,191) 836,217  198,666  1,034,883 

Total

 

4,191,437

 

(453,130

)

3,738,306

 

2,592,088

 

535,686

 

3,127,774

 

Other receivables from financial transactions(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Repo transactions 443,549  74,899  518,448  78,349    78,349 

Pesos

 

226,720

 

(53,542

)

173,178

 

168,287

 

15,304

 

183,591

 

 443,549  74,899  518,448  78,349    78,349 

Dollars

 

(75

)

127

 

52

 

(16,303

)

(1,918

)

(18,221

)

            

Total

 

226,645

 

(53,415

)

173,230

 

151,984

 

13,386

 

165,370

 

Total interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Interest-Earning Assets (21,453,444) 18,455,004  (2,998,440) 4,719,130  6,949,295  11,668,425 

Pesos

 

5,044,306

 

(906,246

)

4,138,060

 

3,022,461

 

716,285

 

3,738,747

 

 (20,935,570) 17,967,321  (2,968,249) 3,882,913  6,750,629  10,633,542 

Dollars

 

544,543

 

(50,061

)

494,482

 

206,917

 

(61,853

)

145,064

 

 (517,874) 487,683  (30,191) 836,217  198,666  1,034,883 

Total

 

5,588,849

 

(956,307

)

4,632,542

 

3,229,378

 

654,433

 

3,883,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

                  

Special checking accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities                  
Time Deposits 2,315,163  7,548,352  9,863,515  400,486  3,805,063  4,205,549 

Pesos

 

633,945

 

 

633,945

 

 

 

 

 2,329,390  7,542,575  9,871,965  361,154  3,780,175  4,141,329 

Dollars

 

3,751

 

 

3,751

 

 

 

 

 (14,227) 5,777  (8,450) 39,332  24,888  64,220 

Total

 

637,696

 

 

637,696

 

 

 

 

Time deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings from Other Financial Institutions and Unsub Negotiable Obligations (7,451,677) 6,984,303  (467,374) 1,502,917  2,087,520  3,590,437 

Pesos

 

168,673

 

(940,576

)

(771,903

)

711,072

 

138,566

 

849,638

 

 (7,337,562) 6,839,912  (497,650) 1,184,905  2,071,764  3,256,669 

Dollars

 

3,280

 

(5,180

)

(1,900

)

5,981

 

1,494

 

7,475

 

 (114,115) 144,391  30,276  318,012  15,756  333,768 

Total

 

171,953

 

(945,756

)

(773,803

)

717,052

 

140,060

 

857,113

 

Borrowings from other financial institutions and unsubordinated negotiable obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

Subordinated Loans and Negotiable Obligations 6,632  (3,485) 3,147  (100,067) (91,650) (191,717)

Pesos

 

1,246,156

 

(144,724

)

1,101,432

 

252,597

 

61,042

 

313,639

 

            

Dollars

 

16,790

 

165

 

16,955

 

3,257

 

1,139

 

4,396

 

 6,632  (3,485) 3,147  (100,067) (91,650) (191,717)

Total

 

1,262,946

 

(144,559

)

1,118,387

 

255,854

 

62,181

 

318,035

 

Subordinated Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Interest-Bearing Liabilities (5,129,882) 14,529,170  9,399,288  1,803,336  5,800,933  7,604,269 

Pesos

 

 

 

 

 

 

 

 (5,008,172) 14,382,487  9,374,315  1,546,059  5,851,939  7,397,998 

Dollars

 

3,294

 

(3,084

)

210

 

48,323

 

(1,578

)

46,745

 

 (121,710) 146,683  24,973  257,277  (51,006) 206,271 

Total

 

3,294

 

(3,084

)

210

 

48,323

 

(1,578

)

46,745

 

Total interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Low and Non-Interest Bearing Deposits                  
Savings Accounts (19,911) 21,717  1,806  (6,320) 60,587  54,267 

Pesos

 

1,987,972

 

(1,024,497

)

963,475

 

952,501

 

210,775

 

1,163,276

 

 (19,322) 21,322  2,000  (8,136) 60,560  52,424 

Dollars

 

80,639

 

(61,623

)

19,016

 

66,254

 

(7,638

)

58,616

 

 (589) 395  (194) 1,816  27  1,843 

Total

 

2,068,611

 

(1,086,120

)

982,491

 

1,018,755

 

203,137

 

1,221,892

 

Low & Non-Interest Bearing Deposits and Saving accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Checking Accounts (4,443,168) 2,626,667  (1,816,501) 4,364,062  1,907,511  6,271,573 

Pesos

 

800

 

(2,130

)

(1,330

)

992

 

(1,649

)

(657

)

 (4,451,151) 2,629,647  (1,821,504) 4,342,190  1,906,367  6,248,557 

Dollars

 

768

 

(375

)

393

 

569

 

(103

)

466

 

 7,983  (2,980) 5,003  21,872  1,144  23,016 

Total

 

1,568

 

(2,505

)

(937

)

1,561

 

(1,752

)

(191

)


 


(1)         Includes senior and subordinated bonds and participation certificates.

(2)         Consists of unsecured checks and accounts receivable deriving from factoring transactions.

(3)         Includes overnight deposits and unlisted corporate bonds.

Interest-earning Assets: Net Interest Margin and Spread

The following table analyzes, by currency of denomination, our levels of average interest-earning assets and net interest income, and illustrates the comparative margins and spreads for each of the years indicated.

  Year ended December 31,
  2019 2018 2017
  (in thousands of Pesos, except percentages)
Average interest-earning assets(1)(2)         
Pesos 112,254,223  142,487,690  122,418,180 
Dollars 33,198,797  42,301,114  26,836,605 
Total 145,453,020  184,788,804  149,254,785 
Net interest earned         
Pesos 28,828,601  28,833,208  25,733,247 
Dollars 268,013  3,803,269  1,618,515 
Total 29,096,614  32,636,477  27,351,762 
Net Interest Margin         
Pesos 25.7%  20.2%  21.0% 
Dollars 0.8%  9.0%  6.0% 
Weighted average yield(3) 20.0%  17.7%  18.3% 
Yield Spread         
Pesos 16.8%  15.1%  18.1% 
Dollars 1.2%  9.1%  5.7% 
Weighted interest spread(4) 16.8%  15.0%  16.0% 
Gross Yield         
Pesos 55.4%  38.3%  30.9% 
Dollars 2.9%  10.5%  7.6% 
(1)Includes all loans, leasing agreements and investments (including public and private bonds and Central Bank notes) and other receivables from financial intermediation that earn interest.
(2)These figures represent daily averages.
(3)Takes into account the average interest earned on interest-earning assets and is weighted in accordance with the volume of each asset.
(4)Takes into account the average interest earned on interest-earning assets, net of average interest paid on interest-bearing liabilities.

 

 

Year ended
December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

(in thousands of Pesos, except percentages)

 

Average interest-earning assets(1)(2)

 

 

 

 

 

 

 

Pesos

 

43,001,219

 

27,675,131

 

19,322,972

 

Dollars

 

9,675,130

 

3,260,920

 

1,196,874

 

Total

 

52,676,349

 

30,936,051

 

20,519,846

 

Net interest earned

 

 

 

 

 

 

 

Pesos

 

9,381,135

 

6,205,220

 

3,629,092

 

Dollars

 

655,535

 

180,462

 

94,480

 

Total

 

10,036,670

 

6,385,682

 

3,723,572

 

Net Interest Margin

 

 

 

 

 

 

 

Pesos

 

21.8

%

22.4

%

18.8

%

Dollars

 

6.8

%

5.5

%

7.9

%

Weighted average yield(3)

 

19.1

%

20.6

%

18.1

%

Yield Spread

 

 

 

 

 

 

 

Pesos

 

18.4

%

17.3

%

14.9

%

Dollars

 

6.5

%

5.9

%

9.5

%

Weighted interest spread(4)

 

16.5

%

16.8

%

15.0

%

Gross Yield

 

 

 

 

 

 

 

Pesos

 

32.9

%

36.2

%

32.5

%

Dollars

 

8.5

%

10.0

%

15.2

%


(1)         Includes all loans, leasing agreements and investments (including public and private bonds, Central Bank notes and securitization securities) and other receivables from financial intermediation that earn interest.

(2)         These figures represent daily averages.

(3)         Takes into account the average interest earned on interest-earning assets and is weighted in accordance with the volume of each asset.

(4)         Takes into account the average interest earned on interest-earning assets, net of average interest paid on interest-bearing liabilities.

Investment Portfolio

We own, manage and trade a portfolio of securities issued by the Argentine government and other public sector and corporate issuers. We also hold senior and subordinated bonds and participation certificates in financial trusts created in connection with our securitization transactions. The following table sets out our investments in Argentine and other governments and corporate securities, including holdings in senior and subordinated bonds and participation certificates in financial trusts as of December 31, 2017, 20162019, 2018 and 20152017 by type and currency of denomination.


 

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

(in thousands of Pesos)

 

LISTED GOVERNMENT SECURITIES

 

 

 

 

 

 

 

Holdings of Trading Securities

 

 

 

 

 

 

 

LOCAL

 

 

 

 

 

 

 

In Pesos:

 

 

 

 

 

 

 

Argentine sovereign bonds in Pesos maturity 2020

 

7,288

 

 

 

Argentine sovereign bonds in Pesos maturity 2019

 

 

33,161

 

 

Argentine sovereign bonds in Pesos maturity 2018

 

 

20,511

 

 

Argentine sovereign bonds in Pesos maturity 2017

 

 

3,270

 

 

National Treasury Bonds maturity 09/30/2016 (BONAC)

 

 

 

6,345

 

National Treasury Bonds maturity 05/09/2016 (BONAC)

 

 

 

10,145

 

National Treasury Bonds maturity 2016 (BONAR)

 

 

 

6,150

 

Consolidated bonds

 

 

 

1,027

 

Securities denominated in Pesos discount

 

 

158

 

 

Secured government bonds in Pesos (Decree 1579/02) 2018

 

4

 

 

7

 

Others

 

 

 

 

In Foreign Currency:

 

 

 

 

 

 

 

Treasury Bills in dollars

 

1,051,554

 

 

 

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

(in thousands of Pesos)

 

Argentine sovereign bonds in dollars 8.28% maturity 2033

 

 

 

8,446

 

Argentine sovereign bonds in dollars 8.75% maturity 2024

 

53,571

 

 

183

 

Argentine sovereign bonds in dollars 8% maturity 2020 BONAR XX

 

65,915

 

14

 

 

Argentine sovereign bonds in dollars 7% maturity 2017

 

 

20

 

 

Argentine sovereign bonds in dollars 7.5% maturity 04 2026

 

8,636

 

 

 

Securities denominated in dollars discount maturity 2033

 

 

155

 

 

Argentine sovereign bonds in dollars 0.75%, maturity 2017 (BONAD)

 

 

 

56,505

 

Argentine sovereing bonds in dollars 1.75% maturity 2016 (BONAD)

 

 

 

13

 

Argentine sovereign bonds in dollars 7% maturity 2017 (BONAR X)

 

 

 

54,025

 

Argentine sovereign bonds in dollars 2.40% maturity 2018

 

 

42,815

 

79,203

 

Argentine sovereign bonds in dollars 4% maturity 2016 (BAADE)

 

 

 

7,579

 

Argentine sovereign bonds in dollars 0.75% maturity 2017

 

 

25,137

 

 

Others

 

228

 

2

 

 

Total listed government securities

 

1,187,196

 

125,243

 

229,628

 

UNLISTED GOVERNMENT SECURITIES

 

 

 

 

 

 

 

In Forign Currency:

 

 

 

 

 

 

 

Treasury Bills in dollars, maturity 2017

 

505,149

 

818,853

 

 

Argentine sovereign bonds in U.S. dollars 9% maturity 2018

 

437

 

 

 

Others

 

3,003

 

 

 

Total unlisted government securities

 

508,589

 

818,853

 

 

SECURITIES ISSUED BY THE ARGENTINE CENTRAL BANK

 

 

 

 

 

 

 

Listed

 

 

 

 

 

 

 

Central Bank Bills in Pesos

 

13,611,524

 

336,785

 

645,218

 

Unlisted

 

 

 

 

 

 

 

Central Bank Bills in Pesos

 

103

 

1,077,268

 

46,028

 

Total securities issued by the Argentine Central Bank

 

13,611,627

 

1,414,053

 

691,246

 

INVESTMENTS IN LISTED CORPORATE SECURITIES

 

 

 

 

 

 

 

LOCAL

 

 

 

 

 

 

 

Others

 

38,624

 

1,895

 

11,008

 

Total investments in listed corporate securities

 

38,624

 

1,895

 

11,008

 

Total government and corporate securities

 

15,346,036

 

2,360,044

 

931,881

 

PARTICIPATION IN SECURITIZATION TRUSTS(1)

 

 

 

 

 

 

 

Financial trusts debt securities — senior

 

99,969

 

100,644

 

664,933

 

Financial trusts debt securities — subordinated

 

 

 

167

 

Financial trusts participation certificates

 

470,238

 

530,607

 

706,956

 

Total

 

570,207

 

631,251

 

1,372,056

 

  As of December 31,
  2019 2018 2017
  (in thousand of Pesos)
Debt Securities at fair value through profit or loss         
LOCAL         
Government securities         
Treasury bills in dollars maturity September 13, 2019 158,290     
Treasury bills in dollars maturity November 15, 2019 126,313     
Treasury bills in dollars maturity November 15, 2019 22,659     
Treasury bonds in Pesos maturity June 21, 2020 7,726     
Argentine sovereign bonds in dollars 5.625% maturity 2022 3,948     
Argentine sovereign bonds in dollars 8.00% maturity 2020 4,464     
Argentine sovereign bonds in dollars 8.75% maturity 2024 8,059     
Argentine sovereign bonds in Pesos 2.5% maturity 2021 14,989     
Argentine sovereign bonds in Pesos maturity 2020 13,492     
Debt securities of the Province of Buenos Aires in Pesos maturity April 12, 2025 8,093     
Treasury bills in dollars maturity May 10, 2019   1,905,860   
Others 104,038  3,835,569  3,533,563 
Securities issued by the Central Bank:         
Liquidity Central Bank bills maturity January 2, 2019   9,214,982   
Liquidity Central Bank bills maturity January 4, 2019   4,592,608   
Liquidity Central Bank bills maturity January 8, 2019   1,521,039   
Liquidity Central Bank bills maturity January 7, 2019   1,142,615   
Liquidity Central Bank bills maturity January 3, 2019   920,007   
Central Bank bills in Pesos maturity January 17, 2018 – 273 days     18,714,875 
Central Bank bills in Pesos maturity July 18, 2018 – 273 days     377,137 
Central Bank bills in Pesos maturity June 21, 2018 – 274 days     474,123 
Central Bank bills in Pesos maturity May 16, 2018 – 273 days     279,364 
Central Bank bills in Pesos maturity February 21, 2018 – 280 days     1,818,327 
Others     585,039 
Corporate Securities:         
YPF S.A. notes class 41 in Pesos – Maturity September 24, 2020   50,925  115,921 
Bco Galicia Bs.As. notes class S2 – Maturity April 26, 2021   38,906   
Credimas 33 financial trust debt securities Class A   2,466   
Quickfood Class 9 Maturity November 11, 2022 1,075  2,417  3,836 
YPF S.A. notes class 28 at 8,75% – Maturity April 4, 2024   1,283   
YPF S.A. notes class 36 – Maturity February 10, 2020   18,652   
Others 95,355     
Total debt securities at fair value through profit or loss 568,501  23,247,329  25,902,185 
OTHER DEBT SECURITIES         
Measure at fair value through changes inOther Comprehensive Income         
LOCAL         
Securities issued by the Central Bank:         
Liquidity Central Bank bills maturity January 7, 2020 5,435,852     
Liquidity Central Bank bills maturity January 8, 2020 918,038     
Liquidity Central Bank bills maturity January 3, 2020 543,264     
Liquidity Central Bank bills maturity January 6, 2020 249,023     
Liquidity Central Bank bills maturity January 2, 2020 24,962     
Corporate bonds         
Others 32  49  73 
Measure at amortized cost         
LOCAL         
Public bonds         
Treasury bonds in Pesos maturity November 21, 2020 3,090,168  4,754,852   
Treasury bills in dollars maturity March 15, 2019 – 203 days   1,599,488   
Treasury bills in dollars maturity January 26, 2018     274,499 
Treasury bills in dollars maturity April 27, 2018     101,830 
Treasury bills in dollars maturity April 13, 2018     65,522 
Treasury bills in Pesos maturity April 30, 2019   1,032   
Treasury bills in Pesos maturity January 31, 2019   223,902   
Others 191,760  5,490   

 


(1)         Included within “other receivables from financial transactions”. Consists mainly of participations in financial trusts created pursuant to our own securitization transactions.


 

  As of December 31,
  2019 2018 2017
  (in thousand of Pesos)
Central Bank bills         
Others     231,421 
Corporate bonds         
Prear S.2 notes – Maturity February 15, 2019   3,938  5,646 
Mbt 1 financial trust debt securities class A   1,863  4,034 
Credimas 32     129,508 
Catalinas Coop. 1 PyMe notes September 19, 2018     2,294 
OCOX6 Soc Com del Plata notes     20 
Ind Met Pescarmona notes Cl 12     204 
Productos de Agua S.A.     93 
Others 5,457  41,247   
Total other debt securities 10,458,556  6,631,861  815,144 
Investments in equity instruments         
Measured at fair value through profit and loss         
LOCAL         
YPF S.A.   1,664  18,797 
Grupo Financiero Galicia S.A. 5,796  801   
Loma Negra S.A.     53,413 
Tenaris S.A.     5,122 
Pampa Energía S.A.     8,978 
Measured at fair value through changes inOther Comprehensive Income         
LOCAL         
Others 8,783  13,540  19,651 
Total investments in equity instruments 14,579  16,005  105,961 
Total 11,041,636  29,895,195  26,823,290 
(1)The market value is the same as the book value for the issuer than exceeds ten percent of stockholder’s equity attributable to owners of the parent company.

As of December 31, 2017, we held securities issued by the Central Bank for a total of approximately Ps.13.6 billion, in terms of market value and book value. These amounts exceeded 10% of our shareholders’ equity as of such dates and represented 14.5% of our total assets.

Remaining Maturity of Investment Portfolio

The following table analyzes the remaining maturities of our investment portfolio (including our holdings in senior and subordinated bonds and participation certificates in financial trusts) as of December 31, 20172019 based on their terms when issued.issued.

 

 

Maturing

 

 

 

Within
1 year

 

After 1 
year but 
within 5 
years

 

After 5 
years but 
within 10 
years

 

After 10 
years

 

Total 
Amount 
as of 
December 
31, 2017

 

 

 

(Book value in thousands of Peso, except percentages)

 

LISTED GOVERNMENT SECURITIES

 

 

 

 

 

 

 

 

 

 

 

Holdings of Trading Securities

 

 

 

 

 

 

 

 

 

 

 

LOCAL

 

 

 

 

 

 

 

 

 

 

 

In Pesos:

 

 

 

 

 

 

 

 

 

 

 

Argentine sovereign bonds in Pesos maturity 2020

 

 

7,288

 

 

 

 

 

7,288

 

Secured government bonds in Pesos (Decree 1579/02) 2018

 

4

 

 

 

 

4

 

Others

 

 

 

 

 

 

In Foreign Currency:

 

 

 

 

 

 

 

 

 

 

 

Treasury Bills in dollars

 

1,051,554

 

 

 

 

1,051,554

 

Argentine sovereign bonds in dollars 8.75%, maturity 2024

 

 

 

53,571

 

 

53,571

 

Argentine sovereign bonds in dollars 8%, maturity 2020 BONAR XX

 

 

65,915

 

 

 

65,915

 

Argentine sovereign bonds in dollars 7,5% maturity 04 2026

 

 

8,636

 

 

 

8,636

 

Others

 

 

101

 

 

127

 

228

 

Total listed government securities

 

1,051,558

 

81,940

 

53,571

 

127

 

1,187,196

 

UNLISTED GOVERNMENT SECURITIES

 

 

 

 

 

 

 

 

 

 

 

In Pesos:

 

 

 

 

 

 

 

 

 

 

 

Social Security Consolidation Bonds

 

 

 

 

 

 

GDP Bonds Linked Securities in Pesos 2035

 

 

 

 

 

 

Consolidation bonds in dollars 5th Series

 

 

 

 

 

 

In Foreign Currency:

 

 

 

 

 

 

 

 

 

 

 

GDP Bonds linked securities USD 2035

 

 

 

 

 

 

Treasure letters in dollars

 

505,149

 

 

 

 

505,149

 

Argentine sovereign bonds in dollars 9 % maturity 2018

 

437

 

 

 

 

437

 

Others

 

3,003

 

 

 

 

3,003

 

Total unlisted government securities

 

508,589

 

 

 

 

508,589

 

SECURITIES ISSUED BY THE ARGENTINE CENTRAL BANK

 

 

 

 

 

 

 

 

 

 

 

Listed

 

 

 

 

 

 

 

 

 

 

 

Central Bank Bills in Pesos

 

13,611,524

 

 

 

 

13,611,524

 

Central Bank Notes in Pesos

 

 

 

 

 

 

Unlisted

 

 

 

 

 

 

 

 

 

 

 

Central Bank Bills in Pesos

 

103

 

 

 

 

103

 

Central Bank Notes in Pesos

 

 

 

 

 

 

Total securities issued by the Argentine Central Bank

 

13,611,627

 

 

 

 

13,611,627

 

INVESTMENTS IN LISTED CORPORATE SECURITIES

 

 

 

 

 

 

 

 

 

 

 

LOCAL

 

 

 

 

 

 

 

 

 

 

 

Others

 

38,624

 

 

 

 

38,624

 

Total investments in listed corporate securities

 

38,624

 

 

 

 

38,624

 

Total government and corporate securities

 

15,210,398

 

81,940

 

53,571

 

127

 

15,346,036

 

 

 

 

 

 

 

 

 

 

 

 

 

PARTICIPATION IN SECURITIZATION TRUSTS(1)

 

 

 

 

 

 

 

 

 

 

 

Financial trusts debt securities — senior

 

97,890

 

2,079

 

 

 

99,969

 

Financial trusts debt securities — subordinated

 

 

 

 

 

 

Financial trusts participation certificates

 

 

470,238

 

 

 

470,238

 

Total

 

97,890

 

472,317

 

 

 

570,207

 

Weighted average yield

 

29.3

%

42.1

%

83.2

%

76.0

%

 

 

  Maturing
  Within 1 year Within 1 year but within 5 years Within 5 year but within 10 years After 10 years Total amount
  (Book value in thousands of Pesos, except percentages)
Debt Securities at fair value through profit or loss               
LOCAL               
Government securities               
Treasury bills in dollars maturity September 13, 2019 158,290        158,290 
Treasury bills in dollars maturity November 15, 2019 126,313        126,313 
Treasury bills in dollars maturity November 15, 2019 22,659        22,659 
Treasury bonds in Pesos maturity June 21, 2020 7,726        7,726 
Argentine sovereign bonds in dollars 5.625% maturity 2022 3,948        3,948 
Argentine sovereign bonds in dollars 8.00% maturity 2020 4,464        4,464 
Argentine sovereign bonds in dollars 8.75% maturity 2024 8,059        8,059 

 



(1)         Included within “other receivables from financial transactions”. Consists mainly of participations in financial trusts created pursuant to our own securitization transactions.

  Maturing
  Within 1 year Within 1 year but within 5 years Within 5 year but within 10 years After 10 years Total amount
  (Book value in thousands of Pesos, except percentages)
Argentine sovereign bonds in Pesos 2.5% maturity 2021 14,989        14,989 
Argentine sovereign bonds in Pesos maturity 2020 13,492        13,492 
Debt securities of the Province of Buenos Aires in Pesos maturity April 12, 2025 8,093        8,093 
Others 104,038        104,038 
Corporate Securities               
Quickfood Class 9 Maturity November 11, 2022   1,075      1,075 
Others 95,355        95,355 
Total debt securities at fair value through profit or loss 567,426  1,075      568,501 
OTHER DEBT SECURITIES               
Measure at fair value through changes inOther Comprehensive Income               
LOCAL               
Securities issued by the Central Bank:               
Liquidity Central Bank bills maturity January 7, 2020 5,435,852        5,435,852 
Liquidity Central Bank bills maturity January 8, 2020 918,038        918,038 
Liquidity Central Bank bills maturity January 3, 2020 543,264        543,264 
Liquidity Central Bank bills maturity January 6, 2020 249,023        249,023 
Liquidity Central Bank bills maturity January 2, 2020 24,962        24,962 
Corporate bonds               
Other 32        32 
Measure at amortized cost               
LOCAL               
Public bonds               
Treasury bonds in Pesos maturity November 21, 2020 3,090,168        3,090,168 
Others 191,760        191,760 
Corporate bonds               
Others 5,457        5,457 
Total other debt securities 10,458,556        10,458,556 
Investments in equity instruments               
Measured at fair value through profit and loss               
LOCAL               
Grupo Financiero Galicia SA 5,796        5,796 
Measured at fair value through changes inOther Comprehensive Income               
LOCAL               
Others 8,783        8,783 
Total investments in equity instruments 14,579        14,579 
Total 11,040,561  1,075        11,041,636 

Loan and other Financing Portfolio

The following table analyzes our loan and other financing portfolio by type as of December 31, 2017, 2016, 2015, 20142019, 2018 and 2013.2017:

 

 

Grupo Supervielle S.A.

 

 

 

As of
December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

(in thousands of Pesos)

 

Loans and financings

 

 

 

 

 

 

 

 

 

 

 

To the non-financial public sector

 

32,607

 

4,306

 

8,778

 

12,666

 

15,699

 

To the financial sector

 

419,366

 

473,414

 

181,734

 

3,514

 

36,029

 

To the non-financial private sector and foreign residents:

 

 

 

 

 

 

 

 

 

 

 

Overdrafts

 

3,616,843

 

3,110,097

 

1,634,870

 

993,284

 

679,085

 

Promissory notes(1)(2)

 

14,665,561

 

9,101,773

 

5,707,289

 

5,296,100

 

4,272,286

 

Mortgage loans

 

1,549,765

 

78,057

 

50,032

 

69,554

 

83,660

 

Automobile and other secured loans

 

313,724

 

65,076

 

104,469

 

168,603

 

225,901

 

Personal loans

 

14,818,163

 

9,916,776

 

6,018,601

 

3,631,840

 

2,970,622

 

Credit card loans

 

7,966,037

 

6,678,578

 

5,677,922

 

3,688,328

 

2,410,111

 

Foreign trade loans and U.S. dollar loans

 

11,215,752

 

5,311,475

 

618,410

 

591,887

 

530,186

 

Others

 

1,890,153

 

1,056,104

 

763,469

 

557,827

 

410,710

 

Less: allowance for loan losses

 

(1,533,598

)

(899,147

)

(617,313

)

(417,023

)

(342,000

)

Total loans

 

54,954,373

 

34,896,509

 

20,148,261

 

14,596,580

 

11,292,289

 

 

 

 

 

 

 

 

 

 

 

 

 

Other receivables from financial transactions(3)

 

 

 

 

 

 

 

 

 

 

 

Unlisted corporate bonds

 

66,619

 

29,166

 

14,243

 

191,372

 

145,718

 

Others

 

955,649

 

669,119

 

423,640

 

243,246

 

107,028

 

Plus: accrued interest and adjustment receivables

 

 

1

 

1

 

1

 

1

 

Less: allowances

 

(10,326

)

(5,807

)

(5,944

)

(5,221

)

(4,439

)

Total other receivables from financial transactions

 

1,011,942

 

692,479

 

431,940

 

429,398

 

248,308

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables from financial leases

 

2,544,557

 

1,543,109

 

1,090,368

 

590,960

 

519,197

 

Less: Allowances for receivables from financial leases

 

(25,356

)

(15,254

)

(15,391

)

(7,114

)

(7,317

)

Total receivables from financial leases

 

2,519,201

 

1,527,855

 

1,074,977

 

583,846

 

511,880

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financing

 

58,485,516

 

37,116,843

 

21,655,178

 

15,609,824

 

12,052,477

 


(1)         Consists of unsecured checks and accounts receivable deriving from factoring transactions, and unsecured corporate loans that totaled Ps.5,238.4 million, Ps.3,102.8 million, Ps.2,399.3 million, Ps.1,547.5 million and Ps.979.9 million as of December 31, 2017, 2016, 2015, 2014 and 2013, respectively.

(2)         The Bank purchases promissory notes at less than face value. Documented interest is the difference between face value and the price paid for the promissory notes, plus accrued interest, and represents the income that will accrue during the life of the promissory note. The face value of the promissory note is listed under the item “Promissory notes.”

(3)         Includes only line-items within other receivables from financial transactions that are considered financings under Argentine Banking GAAP.

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
Loans and other financings (in thousands of Pesos)
To the non-financial public sector 28,872  50,460  74,060 
To the financial sector 64,522  613,101  902,009 
To the non-financial private sector and foreign residents:         
Overdrafts 5,598,311  7,292,439  8,214,818 
Promissory notes 19,620,906  24,107,254  35,192,489 
Mortgage loans 7,917,020  8,220,484  3,519,931 
Automobile and other secured loans 1,219,936  2,369,848  712,552 
Personal loans 16,295,241  29,266,364  38,064,143 
Credit card loans 12,953,381  14,168,278  18,093,001 
Foreign trade loans and U.S. dollar loans 18,150,746  29,069,507  25,473,973 
Others 9,726,326  5,976,288  5,197,256 
Receivables from financial leases 3,186,689  5,231,202  5,672,816 
Less: allowance for loan losses (6,751,939) (7,593,590) (7,115,689)
Total loans and other financings 88,010,011  118,771,635  134,001,359 

 

As stated above under “Presentation of December 31,Financial and Other Information”, we have prepared our audited consolidated financial statements for 2019, 2018 and 2017 under IFRS. Data for past years has been prepared under our loan and financing portfolio (net of allowances for loan losses) amounted to Ps.58.5 billion, a 57.6% increase when compared to December 31, 2016, driven by a 58.4% increase in loans to the non financial private sector compared to a 51.7% increase of theprior accounting framework, Argentine financial system as a whole (which includes private banks, public banks and other financial institutions). If we also consider the loan portfolio outstanding in each of the financial trusts created in connectionBanking GAAP, which is not comparable with our securitizations, the annual increase in our loan and financing portfolio was 55.3%. Loans to the financial and non financial public sector as of December 31, 2017 amounted to Ps.452.0 million, Ps.25.4 million lower than the Ps.477.7 million outstanding as of December 31, 2016.data prepared under IFRS.

  Grupo Supervielle S.A.
  As of December 31,
  2016 2015
  (in thousands of Pesos)
Loans and financings      
To the non-financial public sector 4,306  8,778 
To the financial sector 473,414  181,734 
To the non-financial private sector and foreign residents:      
Overdrafts 3,110,097  1,634,870 
Promissory notes(1)(2) 9,101,773  5,707,289 
Mortgage loans 78,057  50,032 
Automobile and other secured loans 65,076  104,469 
Personal loans 9,916,776  6,018,601 
Credit card loans 6,678,578  5,677,922 
Foreign trade loans and U.S. dollar loans 5,311,475  618,410 
Others 1,056,104  763,469 
Less: allowance for loan losses (899,147) (617,313)
Total loans 34,896,509  20,148,261 
Other receivables from financial transactions(3)      
Unlisted corporate bonds 29,166  14,243 
Others 669,119  423,640 
Plus: accrued interest and adjustment receivables 1  1 
Less: allowances (5,807) (5,944)
Total other receivables from financial transactions 692,479  431,940 
Receivables from financial leases 1,543,109  1,090,368 
Less: Allowances for receivables from financial leases (15,254) (15,391)
Total receivables from financial leases 1,527,855  1,074,977 
Total financing 37,116,843  21,655,178 

(1)Consists of unsecured checks and accounts receivable deriving from factoring transactions, and unsecured corporate loans that totaled, Ps.3,102.8 million and Ps.2,399.3 million as of December 31, 2016 and 2015, respectively.
(2)The Bank purchases promissory notes at less than face value. Documented interest is the difference between face value and the price paid for the promissory notes, plus accrued interest, and represents the income that will accrue during the life of the promissory note. The face value of the promissory note is listed under the item “Promissory notes.”
(3)Includes only line-items within other receivables from financial transactions that are considered financings under Central Bank rules.

152 

 

Loan and financing portfolio, including the loan portfolio outstanding in each of the financial trusts created in connection with our securitizations, is not a measure defined by Argentine Banking GAAP. This measure represents our loan and financing portfolio as of each period end derived from our balance sheet plus the loan portfolio outstanding in each of the financial trusts created in connection with our securitizations for the same periods. The measure is an important indicator of our loan origination and administration capacity. The loan portfolio outstanding in all of the financial trusts created in connection with our securitizations totaled Ps.1.3 billion, Ps.1.4 billion and Ps.2.7 billion as of December 31, 2017, 2016 and 2015, respectively. These measures have inherent limitations, such as the lack of comparability, the absence of a standard defining how to perform calculations so that these

calculations are uniformly applied and the fact that they are not audited. To mitigate these limitations, we have procedures in place to calculate these measures using the appropriate Argentine Banking GAAP or other regulations. Although these measures are frequently used in the evaluation of performance, they have the above mentioned limitations as analytical tools, and should not be considered in isolation, or as a substitute for, analysis of results as reported under Argentine Banking GAAP.

The following table sets forth information describing variations in our loan and financing portfolio taking into account the impact of transfers to financial trusts created in connection with our securitizations as of the dates indicated below:

  Grupo Supervielle S.A.
  As of December 31,
  2016 2015
  (in thousands of Pesos)
Total loan and financing portfolio (net of allowances for loan losses) 37,116,843  21,655,178 
Personal loan portfolio outstanding in each of the financial trusts (net of allowances for loan losses)(1) 1,367,117  2,465,621 
Receivables from financial leases outstanding in each of the financial trusts (net of allowances for receivables from financial leases)(1) 46,310  244,922 
Total financing including loan and financing portfolio outstanding in each of our financial trusts 38,530,270  24,365,721 
(1)Net of allowances for loan losses and allowances for receivables from financial leases, which together totaled Ps.70.4 million and Ps.74.1 million for the years ended December 31, 2016 and 2015.

 

 

Grupo Supervielle S.A.

 

 

 

As of December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

(in thousands of Pesos)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loan and financing portfolio (net of allowances for loan losses)

 

58,485,516

 

37,116,843

 

21,655,178

 

15,609,824

 

12,052,477

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal loan portfolio outstanding in each of the financial trusts (net of allowances for loan losses)(1)

 

1,423,852

 

1,367,117

 

2,465,621

 

2,613,915

 

2,176,414

 

Receivables from financial leases outstanding in each of the financial trusts (net of allowances for receivables from financial leases)(1)

 

(128,530

)

46,310

 

244,922

 

444,341

 

304,145

 

Total financing including loan and financing portfolio outstanding in each of our financial trusts

 

59,780,838

 

38,530,270

 

24,365,721

 

18,668,080

 

14,533,036

 


(1)  Net of allowances for loan losses and allowances for receivables from financial leases, which together totaled Ps.128.5, Ps.70.4 million, Ps.74.1 million, Ps.68.1 million and Ps.83.0 million for the years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively.

Maturity Composition of the Loan and Other Financing Portfolio

The following table analyzes our loan and other financing as of December 31, 2019 by type and by the time remaining to maturity. Loans and other financings are stated before deduction of allowances for loan losses.

  Grupo Supervielle S.A.
  Maturing as of December 31, 2019
  Within 1 year After 1 year through 5 years After 5 years Total
  (in thousands of Pesos except percentages)
Loans and other financing            
To the non-financial public sector 7,020  21,852    28,872 
To the financial sector 33,000  31,522    64,522 
To the non-financial private sector and foreign residents:            
Overdrafts 5,598,311      5,598,311 
Promissory notes 18,873,616  741,225  6,065  19,620,906 
Mortgage loans 711  29,197  7,887,112  7,917,020 
Automobile and other secured loans 579,389  640,547    1,219,936 
Personal loans 4,239,510  11,953,520  102,211  16,295,241 
Credit card loans 12,403,975  549,406    12,953,381 
Foreign trade loans and U.S. dollar loans 12,716,652  5,277,101  156,993  18,150,746 
Others 8,017,025  1,707,310  1,991  9,726,326 
Receivables from financial leases 1,364,037  1,809,706  12,946  3,186,689 
Total loans and other financing 63,833,246  22,761,386  8,167,318  94,761,950 


Interest Rate Sensitivity

The following table analyzes our loan and other financing portfolio as of December 31, 2017 by type and by the time remaining to maturity. Loans and financings are stated before deduction of allowances for loan losses.

 

 

Maturing

 

 

 

Within 1 year

 

After 1 year 
through 5 years

 

After 5 years

 

Total
amount as of 
December 31, 2017

 

 

 

(in thousands of Pesos except percentages)

 

Loans

 

 

 

 

 

 

 

 

 

To the non-financial public sector

 

5,976

 

26,631

 

 

32,607

 

To the financial sector

 

341,685

 

77,681

 

 

419,366

 

To the non-financial private sector and foreign residents:

 

 

 

 

 

 

Promissory notes(1)

 

12,985,730

 

1,679,831

 

 

14,665,561

 

Overdrafts

 

3,616,843

 

 

 

3,616,843

 

Mortgage loans

 

3,867

 

6,402

 

1,539,496

 

1,549,765

 

Automobile and other secured loans

 

284,083

 

29,641

 

 

313,724

 

Personal loans

 

6,399,231

 

8,317,398

 

101,534

 

14,818,163

 

Credit card loans

 

7,580,914

 

385,123

 

 

7,966,037

 

Foreign trade loans and U.S. dollar loans

 

6,479,097

 

4,678,069

 

58,586

 

11,215,752

 

Other loans

 

1,466,291

 

417,342

 

6,520

 

1,890,153

 

Total loans

 

39,163,717

 

15,618,118

 

1,706,136

 

56,487,971

 

Percentage of total loan portfolio

 

69.3

%

27.7

%

3.0

%

100.0

%

 

 

 

 

 

 

 

 

 

 

Other receivables from financial transactions

 

 

 

 

 

 

 

 

 

Unlisted corporate bonds

 

1,150

 

65,469

 

 

66,619

 

Others

 

316,984

 

638,665

 

 

955,649

 

Plus: accrued interests and adjustments receivable included in the debtor classification regulation

 

 

 

 

 

Total other receivables from financial transactions

 

318,134

 

704,134

 

 

1,022,268

 

Percentage of total loan portfolio

 

31.1

%

68.9

%

0.0

%

100.0

%

 

 

 

 

 

 

 

 

 

 

Total receivables from financial leases

 

929,260

 

1,609,311

 

5,986

 

2,544,557

 

Percentage of total portfolio of receivables from financial leases

 

36.5

%

63.3

%

0.2

%

100.0

%


(1)         Consists of unsecured checks and accounts receivable deriving from factoring transactions.

Interest Rate Sensitivity

The following table analyzes our loan and other financing portfolio as of December 31, 20172019 by type of interest rate. Loans and financings are stated before deduction of allowances for loan losses.

 

 

As of December 31, 2017

 

 

 

Loans

 

Other receivables from 
financial transactions(1)

 

Receivables from 
financial leases

 

Total

 

 

 

(in thousands of Pesos)

 

Variable rate

 

 

 

 

 

 

 

 

 

Ps.

 

2,420,476

 

17,314

 

401,359

 

2,839,149

 

Foreign currency

 

 

 

6,168

 

6,168

 

Sub Total

 

2,420,476

 

17,314

 

407,527

 

2,845,317

 

Fixed rate

 

 

 

 

 

 

 

 

 

Ps.

 

41,759,893

 

991,222

 

1,825,797

 

44,576,912

 

Foreign currency

 

12,307,602

 

13,732

 

311,233

 

12,632,567

 

Sub Total

 

54,067,495

 

1,004,954

 

2,137,030

 

57,209,479

 

Total

 

56,487,971

 

1,022,268

 

2,544,557

 

60,054,796

 


(1)         Includes only line-items within other receivables from financial transactions that are considered financings under Argentine Banking GAAP.

Grupo Supervielle S.A.
As of December 31, 2019
Loans and other financing
Variable rate
Ps.7,527,459
Foreign currency21,725
Sub Total7,549,184
Fixed rate
Ps.65,716,751
Foreign currency21,496,015
Sub Total87,212,766
Total94,761,950

 

Loans and Financingsother financingsPortfolio Classification

The following table presents our loan and other financing, portfolio, before the deduction for allowances for loan losses, using the classification system of the Central Bank in effect at the end of each year indicated:losses:

  Grupo Supervielle 
  Assets Before Allowances  As of 
  Stage 1  Stage 2  Stage 3  December 31, 2019 
Promissory notes  8,009,641   220,628   284,448   8,514,717 
Unsecured corporate loans  9,974,477   363,545   768,167   11,106,189 
Overdrafts  4,339,933   88,118   1,170,260   5,598,311 
Mortgage loans  6,030,357   1,139,227   747,436   7,917,020 
Automobile and other secured loans  799,642   260,651   159,643   1,219,936 
Personal loans  14,047,805   1,115,171   1,132,265   16,295,241 
Credit card loans  11,850,570   560,447   542,364   12,953,381 
Foreign Trade Loans  16,198,790   615,514   1,336,442   18,150,746 
Other financings  7,742,824   93,942   75,911   7,912,677 
Other receivables from financial transactions  1,844,597   16,506   45,940   1,907,043 
Receivables from financial leases  2,818,321   184,319   184,049   3,186,689 
Total as of December 31, 2019  83,656,957   4,658,068   6,446,925   94,761,950 

 

 

 

Grupo Supervielle S.A.

 

 

 

Year ended December 31,

 

 

 

2017

 

%

 

2016

 

%

 

2015

 

%

 

2014

 

%

 

2013

 

%

 

 

 

(in thousands of Pesos, except percentages)

 

Loan portfolio categories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Normal situation (1)

 

53,804,419

 

95.2

%

34,057,394

 

95.1

%

19,613,596

 

94.5

%

14,192,413

 

94.5

%

11,038,865

 

94.9

%

Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk (2)

 

1,062,117

 

1.9

%

726,232

 

2.0

%

470,003

 

2.3

%

357,393

 

2.4

%

233,641

 

2.0

%

With problems/ medium risk (3)

 

772,064

 

1.4

%

498,572

 

1.4

%

264,492

 

1.3

%

176,231

 

1.2

%

152,207

 

1.3

%

High risk of insolvency/ high risk (4)

 

816,289

 

1.4

%

494,126

 

1.4

%

364,649

 

1.8

%

256,510

 

1.7

%

187,607

 

1.6

%

Uncollectible (5)

 

31,536

 

0.1

%

18,533

 

0.1

%

52,533

 

0.3

%

30,668

 

0.2

%

21,729

 

0.2

%

Uncollectible, classified as such under regulatory requirements (6)

 

1,546

 

0.0

%

799

 

0.0

%

301

 

0.0

%

387

 

0.0

%

242

 

0.0

%

Total loans

 

56,487,971

 

100

%

35,795,656

 

100.0

%

20,765,574

 

100.0

%

15,013,603

 

100.0

%

11,634,289

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other receivables from financial transactions portfolio categories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Normal situation (1)

 

910,419

 

89.1

%

648,582

 

92,9

%

407,884

 

93.1

%

422,043

 

97.1

%

243,131

 

96.2

%

Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk (2)

 

44,922

 

4.4

%

20,568

 

2.9

%

13,022

 

3.0

%

4,587

 

1.1

%

3,718

 

1.5

%

With problems/ medium risk (3)

 

25,321

 

2.4

%

12,822

 

1.8

%

6,048

 

1.4

%

2,532

 

0.6

%

1,980

 

0.8

%

High risk of insolvency/ high risk (4)

 

37,862

 

3.7

%

14,746

 

2.1

%

7,902

 

1.8

%

3,822

 

0.9

%

3,066

 

1.2

%

Uncollectible (5)

 

3,720

 

0.4

%

1,562

 

0.2

%

3,028

 

0.7

%

1,633

 

0.4

%

850

 

0.3

%

Uncollectible, classified as such under regulatory requirements (6)

 

24

 

0.0

%

6

 

0.0

%

 

0.0

%

1

 

0.0

%

2

 

0.0

%

Total Other receivables from financial transactions

 

1,022,268

 

100

%

698,286

 

100.0

%

437,884

 

100.0

%

434,619

 

100.0

%

252,747

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Categories of receivables from financial leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Normal situation (1)

 

2,486,954

 

97.7

%

1,510,245

 

97.9

%

1,065,057

 

97.7

%

567,063

 

96.0

%

489,224

 

94.2

%

Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk (2)

 

36,687

 

1.4

%

18,114

 

1.2

%

12,113

 

1.1

%

12,715

 

2.6

%

20,285

 

3.9

%

With problems/ medium risk (3)

 

6,125

 

0.1

%

5,331

 

0.3

%

1,674

 

0.2

%

6,010

 

1.0

%

3,099

 

0.6

%

High risk of insolvency/ high risk (4)

 

13,767

 

0.5

%

9,386

 

0.6

%

10,987

 

1.0

%

1,098

 

0.2

%

6,045

 

1.2

%

Uncollectible (5)

 

1,024

 

0.0

%

33

 

0.0

%

537

 

 

4,074

 

0.7

%

544

 

0.1

%

Uncollectible, classified as such under regulatory requirements

 

 

0.0

%

 

0.0

%

 

0.0

%

 

0.0

%

 

0.0

%

Total receivables from financial leases

 

2,544,557

 

100

%

1,543,109

 

100.0

%

1,090,368

 

100.0

%

590,960

 

100.0

%

519,197

 

100.0

%

  Grupo Supervielle 
  Assets Before Allowances  As of 
  Stage 1  Stage 2  Stage 3  December 31, 2018 
Promissory notes  11,040,711   728,667   372,861   12,142,239 
Unsecured corporate loans  9,566,113   2,115,729   277,612   11,959,454 
Overdrafts  6,888,246   1,096,622   181,025   8,165,893 
Mortgage loans  8,362,500   216,941   14,937   8,594,378 
Automobile and other secured loans  1,945,195   163,435   279,678   2,388,308 
Personal loans  24,712,374   3,388,932   2,630,599   30,731,905 
Credit card loans  12,498,927   916,4   781,512   14,196,839 
Foreign Trade Loans  18,771,657   854,199   1,561,731   21,187,587 
Other financings  8,008,012   1,386,762   175,934   9,570,708 
Other receivables from financial transactions  2,039,401   18,592   32,756   2,090,749 
Receivables from financial leases  4,942,686   265,384   129,095   5,337,165 
Total as of December 31, 2018  108,775,822   11,151,663   6,437,740   126,365,225 


(1)Current loans and loans up to 31 days past due on principal or interest. Borrower can readily service all financial obligations:  shows strong cash flow, liquid current financial situation, adequate financial structure, punctual payment record, capable management, timely and precise available information and satisfactory internal controls. Borrower is determined to be in the top 50.0% of an industry that is performing well and has a good outlook.

(2)Debt payment is occasionally delinquent, with arrears from 31 to 90 days. Under observation:  cash flow analysis indicates that, at the time made, the customer is able to honor all financial commitments. However, there are potential situations that, unless timely controlled or corrected, may affect the customer’s future payment capacity. Under negotiation or with refinancing agreements includes customers that, upon their inability to pay their obligations on agreed upon conditions, state their intention to refinance their debts within 60 days computed from the date of their default in payment.

(3)Debt is in arrears at least 91 days and up to 180 days. Cash flow analysis evidences difficulties in servicing of debt on agreed terms, such that if the problems are not solved, they may result in some loss.

(4)Judicial proceedings demanding payment have been initiated against the borrower, or the borrower is delinquent with arrears greater than 180 days and up to one year. Cash flow analysis demonstrates that full repayment of the borrower’s obligations is highly improbable.

(5)Loans to insolvent or bankrupt borrowers, or borrowers subject to judicial proceedings, with little or no possibility of collection, or in arrears in excess of one year. Loans in this category are considered total losses. Although these assets could have a possibility of recovery under certain future circumstances, lack of collectability is evident as of the date of analysis.

(6)Loans to borrowers indicated by the Central Bank to be more than 180 days in arrears to any liquidated or bankrupt financial entity.

 

  Grupo Supervielle 
  Assets Before Allowances  As of 
  Stage 1  Stage 2  Stage 3  December 31, 2017 
Promissory notes  21,539,389   304,588   64,107   21,908,084 
Unsecured corporate loans  11,837,372   355,029   95,527   12,287,928 
Overdrafts  8,790,546   136,896   98,409   9,025,851 
Mortgage loans  3,622,440   94,996   2,067   3,719,503 
Automobile and other secured loans  694,197   26,076   1,533   721,806 
Personal loans  31,439,231   3,856,644   4,354,438   39,650,313 
Credit card loans  16,015,173   1,319,547   791,471   18,126,191 
Foreign Trade Loans  18,866,859   128,883   6,814   19,002,556 
Other financings  8,895,926   68,508   63,355   9,027,789 
Other receivables from financial transactions  1,811,863   29,302   25,852   1,867,017 
Receivables from financial leases  5,592,890   101,748   85,373   5,780,011 
Total as of December 31, 2017  129,105,886   6,422,217   5,588,946   141,117,049 

As stated above under “Presentation of Financial and Other Information”, we have prepared our audited consolidated financial statements for 2019, 2018 and 2017 under IFRS. Data for past years has been prepared under our prior accounting framework, Argentine Banking GAAP, which is not comparable with data prepared under IFRS.

  Grupo Supervielle S.A. 
  Year ended December 31, 
  2016  %  2015  % 
  (in thousands of Pesos, except percentages) 
Loan portfolio categories                
Normal situation(1)  34,057,394   95.1%   19,613,596   94.5% 
Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk(2)  726,232   2.0%   470,003   2.3% 
With problems/ medium risk(3)  498,572   1.4%   264,492   1.3% 
High risk of insolvency/ high risk(4)  494,126   1.4%   364,649   1.8% 
Uncollectible(5)  18,533   0.1%   52,533   0.3% 
Uncollectible, classified as such under regulatory requirements(6)  799   0.0%   301   0.0% 
Total loans  35,795,656   100.0%   20,765,574   100.0% 
Other receivables from financial transactions portfolio categories                
Normal situation(1)  648,582   92,9%   407,884   93.1% 
Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk(2)  20,568   2.9%   13,022   3.0% 
With problems/ medium risk(3)  12,822   1.8%   6,048   1.4% 
High risk of insolvency/ high risk(4)  14,746   2.1%   7,902   1.8% 
Uncollectible(5)  1,562   0.2%   3,028   0.7% 
Uncollectible, classified as such under regulatory requirements(6)  6   0.0%      0.0% 
Total Other receivables from financial transactions  698,286   100.0%   437,884   100.0% 
Categories of receivables from financial leases                
Normal situation(1)  1,510,245   97.9%   1,065,057   97.7% 
Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk(2)  18,114   1.2%   12,113   1.1% 
With problems/ medium risk(3)  5,331   0.3%   1,674   0.2% 
High risk of insolvency/ high risk(4)  9,386   0.6%   10,987   1.0% 
Uncollectible(5)  33   0.0%   537    
Uncollectible, classified as such under regulatory requirements     0.0%      0.0% 
Total receivables from financial leases  1,543,109   100.0%   1,090,368   100.0% 

(1)Current loans and loans up to 31 days past due on principal or interest. Borrower can readily service all financial obligations: shows strong cash flow, liquid current financial situation, adequate financial structure, punctual payment record, capable management, timely and precise available information and satisfactory internal controls. Borrower is determined to be in the top 50.0% of an industry that is performing well and has a good outlook.
(2)Debt payment is occasionally delinquent, with arrears from 31 to 90 days. Under observation: cash flow analysis indicates that, at the time made, the customer is able to honor all financial commitments. However, there are potential situations that, unless timely controlled or corrected, may affect the customer’s future payment capacity. Under negotiation or with refinancing agreements includes customers that, upon their inability to pay their obligations on agreed upon conditions, state their intention to refinance their debts within 60 days computed from the date of their default in payment.
(3)Debt is in arrears at least 91 days and up to 180 days. Cash flow analysis evidences difficulties in servicing of debt on agreed terms, such that if the problems are not solved, they may result in some loss.
(4)Judicial proceedings demanding payment have been initiated against the borrower, or the borrower is delinquent with arrears greater than 180 days and up to one year. Cash flow analysis demonstrates that full repayment of the borrower’s obligations is highly improbable.
(5)Loans to insolvent or bankrupt borrowers, or borrowers subject to judicial proceedings, with little or no possibility of collection, or in arrears in excess of one year. Loans in this category are considered total losses. Although these assets could have a possibility of recovery under certain future circumstances, lack of collectability is evident as of the date of analysis.
(6)Loans to borrowers indicated by the Central Bank to be more than 180 days in arrears to any liquidated or bankrupt financial entity.

Amounts Past Due and Non-accrual Loans and Other Financing

The following table analyzes our non-accrual loan and other financing portfolio, by type of loan as of the dates indicated, as well as amounts past due in our loan and other financing portfolio, by type of loan and other financing as of the dates indicated.

The past due loans listed in the table below include loans of the Bank, Tarjeta, Espacio Cordial, CCF and CCFMILA past due more than 90 days and Cordial Microfinanzas loans past due more than 30 days.

  Grupo Supervielle S.A. 
  As of December 31, 
  2019  2018  2017 
Past Due            
Loans and other Financing            
To the non-financial private sector and foreign residents            
Overdrafts  1,146,669   503,127   101,526 
Promissory notes  246,342   319,291   43,617 
Mortgage loans  747,385   14,858    
Automobile and other secured loans  55,296   284,065   182 
Personal loans  1,098,388   2,255,072   2,259,214 
Credit card loans  540,727   838,231   703,979 
Foreign trade loans  2,319,503   1,589,120   2,969 
Other loans  644,931   740,112   199,329 
Receivables from financial leases  269,143   369,324   96,100 
Total Past Due Loans and other financing  7,068,384   6,913,200   3,406,916 
Past Due Financings            
With Preferred Guarantees  2,517,891   882,571   148,582 
Without Guarantees  4,550,493   6,030,629   3,258,334 
Total Past Due Financings  7,068,384   6,913,200   3,406,916 

 

Our policyAs stated above under “Presentation of Financial and Other Information”, we have prepared our audited consolidated financial statements for placing Bank2019, 2018 and CCF loans on non-accrual status2017 under IFRS. Data for past years has been prepared under our prior accounting framework, Argentine Banking GAAP, which is prescribed by Central Bank regulations, which consider both quantitative and qualitative factors. Loans are deemed either “With problems/Medium risk,” “High risk of insolvency/High risk” or “Uncollectible.” Loans deemed “With problems/Medium risk” are those loans to individuals that are in arrears at least 91 days and up to 180 days, or those loans to businesses for which cash flow analysis suggests problems in normal servicing of existing debt, such that if the problems are not resolved, we may incur some loss. Loans deemed “High risk of insolvency/High risk” are (i) those of borrowers against whom judicial proceedings have been initiated for payment, (ii) those whose borrowers are delinquentcomparable with arrears greater than 180 days and up to one year, and (iii) those for which cash flow analysis suggests that full repayment of the borrower’s obligations is highly improbable. Lastly, loans deemed “Uncollectible” are those (i) to insolvent or bankrupt borrowers, or borrowers subject to judicial proceedings, with little or no possibility of collection, or (ii) those in arrears in excess of one year. Loans in the “Uncollectible” category are considered total losses.data prepared under IFRS.

156 

 

 

 

Grupo Supervielle S.A.

 

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

(in thousands of Pesos)

 

Non-Accrual Loans

 

 

 

 

 

 

 

 

 

 

 

To the non-financial private sector and foreign residents

 

 

 

 

 

 

 

 

 

 

 

Overdrafts

 

53,285

 

32,840

 

35,388

 

28,044

 

25,936

 

Promissory notes(1)

 

20,266

 

20,423

 

17,709

 

22,349

 

4,903

 

Unsecured corporate loans

 

34,389

 

24,313

 

36,125

 

10,159

 

13,472

 

Mortgage loans

 

 

4,473

 

207

 

403

 

1,018

 

Automobile and other secured loans

 

675

 

888

 

3,237

 

7,228

 

7,480

 

Personal loans

 

1,022,771

 

658,513

 

336,448

 

241,946

 

189,309

 

Credit card loans

 

458,846

 

282,414

 

244,396

 

152,331

 

119,772

 

Foreign Trade Loans

 

767

 

 

3,810

 

 

2,627

 

Other Loans

 

30,436

 

17,400

 

13,530

 

8,840

 

6,129

 

Total Non-Accrual Loans

 

1,621,435

 

1,041,264

 

690,850

 

471,300

 

370,645

 

Other receivables from financial transactions

 

 

 

 

 

 

 

 

 

 

 

Others

 

66,927

 

9,597

 

8,103

 

4,762

 

3,344

 

Total Non-Accrual Other receivables from financial transactions

 

66,927

 

9,597

 

8,103

 

4,762

 

3,344

 

Receivables from financial leases

 

20,916

 

14,750

 

13,198

 

11,182

 

9,688

 

Total Non-Accrual receivables from financial leases

 

20,916

 

14,750

 

13,198

 

11,182

 

9,688

 

Total Non-Accrual Financings

 

1,709,278

 

1,065,611

 

712,151

 

487,244

 

383,677

 

Non-Accrual Financings

 

 

 

 

 

 

 

 

 

 

 

With Preferred Guarantees

 

25,006

 

25,747

 

17,698

 

23,849

 

25,488

 

With Other Guarantees

 

 

 

 

 

 

Without Guarantees

 

1,684,272

 

1,039,864

 

694,352

 

463,299

 

358,172

 

Total Non-Accrual Financings

 

1,709,278

 

1,065,611

 

712,151

 

487,244

 

383,677

 

 

Grupo Supervielle S.A.

 

 Grupo Supervielle S.A. 

 

Year ended December31,

 

 Year ended December 31, 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 2016  2015 

 

(in thousands of Pesos)

 

 (in thousands of Pesos) 

Past Due Loans

 

 

 

 

 

 

 

 

 

 

 

        

To the non-financial private sector and foreign residents

 

 

 

 

 

 

 

 

 

 

 

        

Overdrafts

 

44,700

 

51,259

 

4,413

 

34,044

 

13,048

 

  51,259   4,413 

Promissory notes(1)

 

19,204

 

23,695

 

50,026

 

23,128

 

6,793

 

Promissory notes(1)  23,695   50,026 

Unsecured corporate loans

 

51,364

 

46,789

 

141,557

 

36,397

 

15,476

 

  46,789   141,557 

Mortgage loans

 

 

6,141

 

47

 

5,685

 

957

 

  6,141   47 

Automobile and other secured loans

 

80

 

857

 

1,060

 

6,309

 

6,207

 

  857   1,060 

Personal loans

 

994,693

 

558,722

 

123,072

 

204,569

 

166,708

 

  558,722   123,072 

Credit card loans

 

309,950

 

202,698

 

256,475

 

115,312

 

95,504

 

  202,698   256,475 

Foreign trade loans

 

1,307

 

2,562

 

47,476

 

25,461

 

5,476

 

  2,562   47,476 

Other loans

 

32,941

 

13,102

 

36,629

 

8,434

 

5,088

 

  13,102   36,629 
Past Due Loans        

Total Past Due Loans

 

1,454,238

 

905,825

 

660,755

 

459,339

 

315,257

 

  905,825   660,755 

Other receivables from financial transactions

 

 

 

 

 

 

 

 

 

 

 

        

Others

 

3,456

 

8,322

 

1,946

 

2,870

 

1,857

 

  8,322   1,946 

Total Past Due Other receivables from financial transactions

 

3,456

 

8,322

 

1,946

 

2,870

 

1,857

 

  8,322   1,946 

Receivables from financial leases

 

42,312

 

21,602

 

113,375

 

19,168

 

9,593

 

  21,602   113,375 

Total Past Due Financings

 

1,500,006

 

935,749

 

776,076

 

481,377

 

326,707

 

  935,749   776,076 

Past Due Financings

 

 

 

 

 

 

 

 

 

 

 

        

With Preferred Guarantees

 

65,418

 

70,901

 

119,075

 

70,821

 

24,792

 

  70,901   119,075 

Without Guarantees

 

1,434,588

 

864,848

 

657,001

 

410,556

 

301,915

 

  864,848   657,001 

Total Past Due Financings

 

1,500,006

 

935,749

 

776,076

 

481,377

 

326,707

 

  935,749   776,076 

 


(1)

(1)Consists of unsecured checks and accounts receivable deriving from factoring transactions.

Risk Element — Interest

The following table analyzes the gross interest income that would have been recorded in the year ended December 31, 2017 if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination, if held for part of the period, as well as the amount of interest income on those loans that was included in net income for the period.

As of December 31, 2017

(in thousands of Pesos)

Interest income that would have been recorded on non-accrual loans on which the accrual of interest was discontinued

180,181

Interest on loans classified as non-accrual included in net income

112,969

Analysis of the Allowance for Loan Losses

The Central Bank’s regulations require financial institutions to classify certain consumer or housing loans in excess of Ps.5.0 billion as commercial loans, and allow financial institutions to classify certain commercial loans of up to Ps.5.0 billion as consumer and housing loans. See “Argentine Banking Regulation—Liquidity and SolvencyRequirements—Debt Classification and Loan Loss Provisions—Credit Portfolio.” As of December 31, 2017 we did not hold any consumer or housing loans in excess of Ps.5.0 billion classified as commercial loans and we held commercial loans for less than Ps.5.0 billion for which we applied the consumer and housing loan classification for a total amount of Ps.4.3 billion. The estimated impact derived from the application of this classification on our loan loss provisions and allowance for loan losses for the year ended December 31, 2017 was an increase of Ps.6.5 million in both items.

The table below sets forth annual variations in the allowances for loan losses for the years ended December 31, 2017, 2016, 2015, 20142019, 2018 and 2013.2017. See “Item 5.A Operating Results—Critical Accounting Policies—Allowances for Loan Losses.  Amounts below include, and note 1.12 of our audited consolidated financial statements, for more detail of how the expected credit loss allowances is measured.

  Grupo Supervielle S.A. 
  ECL Allowance 
  Stage 1  Stage 2  Stage 3  Total 
Balance at the beginning of the year 2018  2,212,268   1,762,950   3,618,372   7,593,590 
Transfers                
1 to 2  (61,394)  311,209      249,815 
1 to 3  (92,597)     3,446,674   3,354,077 
2 to 3     (217,452)  747,949   530,497 
2 to 1  54,696   (336,834)     (282,138)
3 to 2     9,708   (31,725)  (22,017)
3 to 1  15,515      (112,975)  (97,460)
Net changes of financial assets  

(587,501

)  (715,925)  1,543,541   

240,115

 
Write-Offs  -   -   (5,029,098)  (5,029,098)
Exchange Differences and Others  64,173   25,054   

125,331

   

214,558

 
Gross carrying amount at December 31, 2019  

1,605,160

   

838,710

   

4,308,069

   6,751,939 

  Grupo Supervielle S.A. 
  ECL Allowance 
  Stage 1  Stage 2  Stage 3  Total 
Balance at the beginning of the year 2017  2,601,836   1,542,565   2,971,288   7,115,689 
Transfers                
1 to 2  (111,310)  652,494      541,184 
1 to 3  (113,691)     1,608,825   1,495,134 
2 to 3     (234,756)  433,741   198,985 
2 to 1  35,469   (144,782)     (109,313)
3 to 2     27,351   (116,916)  (89,565)
3 to 1  4,421      (56,700)  (52,279)
Net changes of financial assets  (214,161)  (82,519)  2,787,456   2,490,776 
Write-Offs        (4,017,832)  (4,017,832)
Exchange Differences and Others  9,704   2,597   8,510   20,811 
Gross carrying amount at December 31, 2018  2,212,268   1,762,950   3,618,372   7,593,590 

  Grupo Supervielle S.A. 
  ECL Allowance 
  Stage 1  Stage 2  Stage 3  Total 
Balance at the beginning of the year 2016  1,671,137   1,208,107   2,419,985   5,299,229 
Transfers                
1 to 2  (67,559)  528,247      460,688 
1 to 3  (56,315)     1,270,440   1,214,125 
2 to 3     (145,482)  404,024   258,542 
2 to 1  34,017   (151,973)     (117,956)
3 to 2     27,633   (104,852)  (77,219)
3 to 1  6,106      (96,698)  (90,592)
Net changes of financial assets  1,003,203   74,923   1,904,413   2,982,539 
Write-Offs        (2,827,349)  (2,827,349)
Exchange Differences and Others  11,247   1,111   1,324   13,682 
Gross carrying amount at December 31, 2017  2,601,836   1,542,566   2,971,287   7,115,689 

As stated above under “Presentation of Financial and Other Information”, we have prepared our audited consolidated financial statements for loans, leasing2019, 2018 and other receivables from financial transactions.2017 under IFRS. Data for past years has been prepared under our prior accounting framework, Argentine Banking GAAP, which is not comparable with data prepared under IFRS.

 

 

Grupo Supervielle S.A.

 

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

(in thousands of Pesos)

 

Balance at the beginning of the year

 

920,208

 

638,648

 

429,358

 

353,756

 

295,691

 

Provisions charged to income

 

1,820,169

 

1,057,637

 

543,844

 

356,509

 

350,535

 

Write-offs and reversals(1)

 

(1,194,018

)

(776,077

)

(334,554

)

(280,907

)

(296,985

)

Other adjustments

 

23,575

 

 

 

 

4,515

 

Balance at the end of year

 

1,569,934

 

920,208

 

638,648

 

429,358

 

353,756

 

Provisions net of write-offs and reversals

 

1.5

%

1.1

%

1.2

%

0.6

%

0.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Provisions charged to income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Promissory notes(2)

 

63,519

 

58,557

 

2,228

 

33,143

 

18,218

 

Unsecured corporate loans

 

37,305

 

34,929

 

31,089

 

15,163

 

10,764

 

Overdrafts

 

40,755

 

67,737

 

27,392

 

17,752

 

14,967

 

Mortgage loans

 

14,253

 

2,348

 

58

 

219

 

984

 

Automobile and other secured loans

 

3,499

 

1,512

 

941

 

3,928

 

5,831

 

Personal loans

 

1,091,171

 

542,792

 

265,770

 

140,817

 

138,146

 

Credit cards loans

 

403,312

 

231,421

 

185,849

 

126,429

 

112,726

 

Foreign Trade Loans

 

59,942

 

67,737

 

1,820

 

4,497

 

3,483

 

Other financings

 

46,363

 

14,943

 

8,507

 

4,179

 

34,213

 

Other receivables from financial transactions

 

42,750

 

11,453

 

5,957

 

6,366

 

4,508

 

Receivables from financial leases

 

17,300

 

24,208

 

14,233

 

4,016

 

6,695

 

 

 

1,820,169

 

1,057,637

 

543,844

 

356,509

 

350,535

 

 

 

 

 

 

 

 

 

 

 

 

 

Write-offs and reversals

 

 

 

 

 

 

 

 

 

 

 

Promissory notes(2)

 

(22,167

)

(40,049

)

(6,858

)

(18,328

)

(14,477

)

Unsecured corporate loans

 

(13,019

)

(39,488

)

(4,403

)

(9,191

)

(8,315

)

Overdrafts

 

(23,682

)

(32,948

)

(10,895

)

(9,721

)

(8,658

)

Mortgage loans

 

 

 

(294

)

(369

)

(601

)

Automobile and other secured loans

 

(1,098

)

(2,636

)

(2,608

)

(4,293

)

(8,538

)

Personal loans

 

(759,000

)

(372,784

)

(186,248

)

(142,797

)

(135,489

)

Credit cards loans

 

(311,091

)

(254,072

)

(108,206

)

(79,733

)

(101,030

)

Foreign Trade Loans

 

 

 

 

(3,842

)

(1,202

)

Other financings

 

(19,208

)

(14,393

)

(3,852

)

(2,857

)

(9,016

)

Other receivables from financial transactions

 

(38,893

)

(7,291

)

(5,234

)

(5,558

)

(3,191

)

Receivables from financial leases

 

(5,860

)

(12,416

)

(5,956

)

(4,218

)

(6,468

)

 

 

(1,194,018

)

(776,077

)

(334,554

)

(280,907

)

(296,985

)

  Grupo Supervielle S.A. 
  Year ended December 31, 
  2016  2015 
  (in thousands of Pesos) 
Balance at the beginning of the year  638,648   429,358 
Provisions charged to income  1,057,637   543,844 
Write-offs and reversals(1)  (776,077)  (334,554)
Other adjustments      
Balance at the end of year  920,208   638,648 
Provisions net of write-offs and reversals  1.1%   1.2% 
Provisions charged to income        
Promissory notes(2)  58,557   2,228 
Unsecured corporate loans  34,929   31,089 
Overdrafts  67,737   27,392 
Mortgage loans  2,348   58 
Automobile and other secured loans  1,512   941 
Personal loans  542,792   265,770 
Credit cards loans  231,421   185,849 
Foreign Trade Loans  67,737   1,820 
Other financings  14,943   8,507 
Other receivables from financial transactions  11,453   5,957 
Receivables from financial leases  24,208   14,233 
   1,057,637   543,844 

158 

  Grupo Supervielle S.A. 
  Year ended December 31, 
  2016  2015 
  (in thousands of Pesos) 
Write-offs and reversals        
Promissory notes(2)  (40,049)  (6,858)
Unsecured corporate loans  (39,488)  (4,403)
Overdrafts  (32,948)  (10,895)
Mortgage loans     (294)
Automobile and other secured loans  (2,636)  (2,608)
Personal loans  (372,784)  (186,248)
Credit cards loans  (254,072)  (108,206)
Foreign Trade Loans      
Other financings  (14,393)  (3,852)
Other receivables from financial transactions  (7,291)  (5,234)
Receivables from financial leases  (12,416)  (5,956)
   (776,077)  (334,554)

 


(1)Consists of decreases in the allowance for loan losses when the loan for which the allowance was created is no longer on our balance sheet because it has been written-off, or because it has been collected, in which case the allowance is reversed. Loans are 100% provisioned before being written off.
(2)Consists of unsecured checks and accounts receivable deriving from factoring transactions.

(1)         Consists of decreases in the allowance for loan losses when the loan for which the allowance was created is no longer on our balance sheet because it has been written-off, or because it has been collected, in which case the allowance is reversed. Loans are 100% provisioned before being written off.

(2)         Consists of unsecured checks and accounts receivable deriving from factoring transactions.

Allocation of the Allowance for Loan Losses and Other Financing

The following table allocates the allowance for loan and other financing losses by category of loans and sets forth the percentage distribution of the total allowances for each of the years ended December 31, 2017, 2016, 2015, 20142019, 2018 and 2013. Amounts below include allowances for loans, leasing and other receivables from financial transactions.2017.

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  Amount % of Total Financing % of Financing Category Amount % of Total Financing % of Financing Category Amount % of Total Financing % of Financing Category
  (in thousand of Pesos, except percentages)
Loans:                           
Promissory notes 284,693  4.2%  4.3%  284,927  3.8%  3.8%  261,296  3.7%  3.7% 
Unsecured corporate loans 541,700  8.0%  8.2%  378,195  5.0%  5.1%  287,890  4.0%  4.1% 
Overdrafts 692,564  10.3%  10.5%  432,073  5.7%  5.8%  476,226  6.7%  6.8% 
Mortgage loans 386,081  5.7%  5.8%  147,917  1.9%  2.0%  45,334  0.6%  0.6% 
Automobile and other secured loans 112,124  1.7%  1.7%  265,518  3.5%  3.6%  27,019  0.4%  0.4% 
Personal loans 2,171,684  32.2%  32.8%  3,637,929  47.9%  48.8%  3,779,555  53.1%  53.9% 
Credit card loans 1,167,572  17.3%  17.6%  1,690,892  22.3%  22.7%  1,917,236  26.9%  27.4% 
Foreign Trade Loans 534,815  7.9%  8.1%  420,085  5.5%  5.6%  75,937  1.1%  1.1% 
Other financings 735,265  10.9%  11.1%  201,165  2.6%  2.7%  138,445  1.9%  2.0% 
Total Loans 6,626,498  98.1%  100.0%  7,458,701  98.2%  100.0%  7,008,938  98.5%  100.0% 
Other receivables from financial transactions 40,353  0.6%  100.0%  37,748  0.5%  100.0%  25,868  0.4%  100.0% 
Receivables from financial leases 85.088  1.3%  100.0%  97,140  1.3%  100.0%  80,883  1.1%  100.0% 
Total 6,751,939  100.0%  100.0%  7,593,589  100.0%  100.0%  7,115,689  100.0%  100.0% 

 

 

 

Grupo Supervielle S.A.

 

 

 

Year ended
December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

Amount

 

% of Total
Financing

 

% of 
Financing
Category

 

Amount

 

% of Total
Financing

 

% of 
Financing
Category

 

Amount

 

% of Total
Financing

 

% of 
Financing
Category

 

Amount

 

% of Total
Financing

 

% of 
Financing
Category

 

Amount

 

% of Total
Financing

 

% of 
Financing
Category

 

 

 

(in thousands of Pesos, except percentages)

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Promissory notes(1)

 

107,661

 

7

%

7

%

74,272

 

8.1

%

8.3

%

53,627

 

8.4

%

8.7

%

54,891

 

12.8

%

13.2

%

42,726

 

12.1

%

12.5

%

Unsecured corporate loans

 

70,816

 

5

%

5

%

41,020

 

4.5

%

4.6

%

50,545

 

7.9

%

8.2

%

22,387

 

5.2

%

5.4

%

17,660

 

5.0

%

5.2

%

Overdrafts

 

66,997

 

4

%

4

%

47,237

 

5.1

%

5.3

%

43,902

 

6.9

%

7.1

%

26,601

 

6.2

%

6.4

%

19,888

 

5.6

%

5.8

%

Mortgage loans

 

14,598

 

1

%

1

%

2,203

 

0.2

%

0.2

%

815

 

0.1

%

0.1

%

1,016

 

0.2

%

0.2

%

1,295

 

0.4

%

0.4

%

Automobile and other secured loans

 

3,475

 

0

%

0

%

993

 

0.1

%

0.1

%

2,535

 

0.4

%

0.4

%

4,244

 

1.0

%

1.0

%

5,147

 

1.5

%

1.5

%

Personal loans

 

837,490

 

53

%

55

%

446,552

 

48.6

%

49.7

%

225,616

 

35.3

%

36.5

%

149,508

 

34.8

%

35.9

%

122,147

 

34.5

%

35.7

%

Credit card loans

 

236,937

 

15

%

15

%

158,166

 

17.2

%

17.6

%

212,423

 

33.3

%

34.4

%

135,790

 

31.6

%

32.6

%

113,075

 

32.0

%

33.1

%

Foreign Trade Loans

 

31,595

 

2

%

2

%

33,777

 

3.7

%

3.8

%

11,212

 

1.8

%

1.8

%

8,055

 

1.9

%

1.9

%

8,868

 

2.5

%

2.6

%

Other financings:

 

164,029

 

10

%

11

%

94,627

 

10.3

%

10.5

%

16,638

 

2.6

%

2.7

%

14,531

 

3.4

%

3.5

%

11,194

 

3.2

%

3.3

%

Total Loans

 

1,533,598

 

98

%

100

%

899,147

 

97.7

%

100.0

%

617,313

 

96.7

%

100.0

%

417,023

 

97.1

%

100.0

%

342,000

 

96.7

%

100.0

%

Other receivables from financial transactions

 

10,326

 

1

%

100

%

5,807

 

0.6

%

100.0

%

5,944

 

0.9

%

100.0

%

5,221

 

1.2

%

100.0

%

4,439

 

1.3

%

100.0

%

Receivables from financial leases

 

25,356

 

2

%

100

%

15,254

 

1.7

%

100.0

%

15,391

 

2.4

%

100.0

%

7,114

 

1.7

%

100.0

%

7,317

 

2.1

%

100.0

%

Total

 

1,569,280

 

100

%

100

%

920,208

 

100.0

%

100.0

%

638,648

 

100.0

%

100.0

%

429,358

 

100.0

%

100.0

%

353,756

 

100.0

%

100.0

%

As stated above under “Presentation of Financial and Other Information”, we have prepared our audited consolidated financial statements for 2019, 2018 and 2017 under IFRS. Data for past years has been prepared under our prior accounting framework, Argentine Banking GAAP, which is not comparable with data prepared under IFRS.

159 

  Grupo Supervielle S.A.
  Year ended December 31,
  2016 2015
  Amount % of Total Financing % of Financing Category Amount % of Total Financing % of Financing Category
Loans:      
Promissory notes(1) 74,272  8.1%  8.3%  53,627  8.4%  8.7% 
Unsecured corporate loans 41,020  4.5%  4.6%  50,545  7.9%  8.2% 
Overdrafts 47,237  5.1%  5.3%  43,902  6.9%  7.1% 
Mortgage loans 2,203  0.2%  0.2%  815  0.1%  0.1% 
Automobile and other secured loans 993  0.1%  0.1%  2,535  0.4%  0.4% 
Personal loans 446,552  48.6%  49.7%  225,616  35.3%  36.5% 
Credit card loans 158,166  17.2%  17.6%  212,423  33.3%  34.4% 
Foreign Trade Loans 33,777  3.7%  3.8%  11,212  1.8%  1.8% 
Other financings 94,927  10.3%  10.5%  16,638  2.6%  2.7% 
Total Loans 899,147  97.7%  100.0%  617,313  96.7%  100.0% 
Other receivables from financial transactions 5,807  0.6%  100.0%  5,944  0.9%  100.0% 
Receivables from financial leases 15,254  1.7%  100.0%  15,391  2.4%  100.0% 
Total 920,208  100.0%  100.0%  638,648  100.0%  100.0% 

 


(1)Consists of unsecured checks and accounts receivable deriving from factoring transactions.

(1)         Consists of unsecured checks and accounts receivable deriving from factoring transactions.

Loans and Other Financing Portfolio by Economic Activity

The table below analyzes our loan and other financing portfolio according to the borrower’s main economic activity as of December 31, 2017, 2016, 2015, 20142019, 2018 and 2013. Amounts below include allowances for loans, leasing and other receivables from financial transactions.2017.

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  Loan Portfolio % of Loan Portfolio Loan Portfolio % of Loan Portfolio Loan Portfolio % of Loan Portfolio
Oils and oilseeds 271,726  0.3%  392,996  0.3%  334,471  0.2% 
Agriculture, crops and fruit 3,401,331  3.6%  5,511,726  4.4%  6,815,415  4.8% 
Manufactured foodstuff, cattle beef 2,812,100  3.0%  3,229,219  2.6%  2,220,309  1.6% 
Household items, sales / Trading 191,346  0.2%  256,426  0.2%  1,493,302  1.1% 
Automotive vehicles and car parts 1,603,689  1.7%  2,961,449  2.3%  3,395,824  2.4% 
Sugar 688,792  0.7%  788,242  0.6%  1,553,579  1.1% 
Foreign and local banks 12,804  0.0%  41,927  0.0%  943,469  0.7% 
Alcoholic beverages 138,543  0.1%  373,962  0.3%  333,613  0.2% 
Civil construction 5,683,637  6.0%  7,710,792  6.1%  2,704,144  1.9% 
Road works and specialized
construction
 4,028,745  4.3%  3,982,059  3.2%  7,776,841  5.5% 
Cooperatives and small financial institutions 2,513,993  2.7%  5,974,994  4.7%  7,318,176  5.2% 
Private and public mail services 2,234  0.0%  5,063  0.0%  43,431  0.0% 
Cattle raising 1,125,568  1.2%  1,764,965  1.4%  452,050  0.3% 
Leather 272,573  0.3%  203,010  0.2%  274,812  0.2% 
Electricity and gas distribution 1,624,274  1.7%  1,376,568  1.1%  2,578,091  1.8% 
Home appliances, audio and video devices, production and importation 68,816  0.1%  366,755  0.3%  537,346  0.4% 
Hydrocarbon extraction and production 10,627  0.0%  49,697  0.0%  813,607  0.6% 
Families and individuals(1) 40,587,580  42.8%  54,441,690  43.1%  64,692,997  45.8% 
Hypermarkets and supermarkets 254,553  0.3%  68,375  0.1%  3,522,127  2.5% 

160 

 

 

 

Grupo Supervielle S.A.

 

 

 

As of December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

Loan
Portfolio

 

% of Loan
Portfolio

 

Loan
Portfolio

 

% of Loan
Portfolio

 

Loan
Portfolio

 

% of Loan
Portfolio

 

Loan
Portfolio

 

% of Loan
Portfolio

 

Loan
Portfolio

 

% of Loan
Portfolio

 

 

 

(in thousands of Pesos, except percentages)

 

Oils and oilseeds

 

147,262

 

0.2

%

31,452

 

0.1

%

40,392

 

0.18

%

35,021

 

0.22

%

90,159

 

0.73

%

Agriculture, crops and fruit

 

3,000,710

 

5.0

%

1,217,849

 

3.2

%

780,888

 

3.50

%

1,008,363

 

6.29

%

752,418

 

6.06

%

Manufactured foodstuff, cattle beef

 

977,564

 

1.6

%

611,499

 

1.6

%

373,955

 

1.68

%

260,980

 

1.63

%

272,804

 

2.20

%

Household items, sales / Trading

 

657,475

 

1.1

%

744,842

 

2.0

%

162,113

 

0.73

%

127,949

 

0.80

%

308,531

 

2.49

%

Automotive vehicles and car parts

 

1,495,123

 

2.5

%

360,406

 

0.9

%

267,917

 

1.20

%

522,760

 

3.26

%

300,554

 

2.42

%

Sugar

 

684,014

 

1.1

%

256,371

 

0.7

%

117,589

 

0.53

%

185,419

 

1.16

%

113,845

 

0.92

%

Foreign and local banks

 

415,393

 

0.7

%

127,058

 

0.3

%

 

 

22,801

 

0.14

%

108,422

 

0.87

%

Alcoholic beverages

 

146,884

 

0.2

%

260,210

 

0.7

%

135,636

 

0.61

%

104,815

 

0.65

%

38,592

 

0.31

%

Civil construction

 

1,190,588

 

2.0

%

745,777

 

2.0

%

590,772

 

2.65

%

253,976

 

1.58

%

180,836

 

1.46

%

Road works and specialized construction

 

3,424,009

 

5.7

%

1,772,852

 

4.7

%

1,090,153

 

4.89

%

630,765

 

3.93

%

307,690

 

2.48

%

Cooperatives and small financial institutions

 

3,222,067

 

5.4

%

1,171,755

 

3.1

%

339,852

 

1.52

%

311,261

 

1.94

%

344,283

 

2.78

%

Private and public mail services

 

19,122

 

0.0

%

42,326

 

0.1

%

36,510

 

0.16

%

48,718

 

0.30

%

51,203

 

0.41

%

Cattle raising

 

199,030

 

0.3

%

221,898

 

0.6

%

116,047

 

0.52

%

85,763

 

0.53

%

68,659

 

0.55

%

Leather

 

120,995

 

0.2

%

89,509

 

0.2

%

73,699

 

0.33

%

90,456

 

0.56

%

49,776

 

0.40

%

Electricity and gas distribution

 

1,135,089

 

1.9

%

315,947

 

0.8

%

66,588

 

0.30

%

108,440

 

0.69

%

47,162

 

0.38

%

Home appliances, audio and video devices, production and importation

 

236,584

 

0.4

%

371,177

 

1.0

%

61,281

 

0.27

%

121,088

 

0.75

%

165,025

 

1.34

%

Hydrocarbon extraction and production

 

358,217

 

0.6

%

400,658

 

1.1

%

12,610

 

0.06

%

138,053

 

0.86

%

88,623

 

0.71

%

Families and individuals(1)

 

28,483,212

 

47.4

%

19,222,165

 

50.5

%

13,733,797

 

61.60

%

7,804,466

 

48.66

%

5,981,333

 

48.21

%

Hypermarkets and supermarkets

 

1,550,732

 

2.6

%

1,324,768

 

3.5

%

391,316

 

1.76

%

580,535

 

3.62

%

349,912

 

2.82

%

Machines and tools — Production, sale and/or lease

 

606,425

 

1.0

%

963,616

 

2.5

%

183,052

 

0.82

%

122,331

 

0.76

%

85,910

 

0.69

%

Motorcycles, parts and accessories

 

 

0.0

%

 

0.0

%

 

0.0

%

 

0.0

%

 

0.0

%

Paper and cardboard

 

274,312

 

0.5

%

141,229

 

0.4

%

70,663

 

0.32

%

52,404

 

0.33

%

45,642

 

0.37

%

Plastic - Manufactures

 

824,191

 

1.4

%

265,851

 

0.7

%

309,765

 

1.39

%

247,564

 

1.55

%

273,101

 

2.20

%

Metal products

 

155,878

 

0.3

%

55,185

 

0.1

%

56,168

 

0.25

%

59,907

 

0.37

%

47,547

 

0.38

%

Pharmaceutical products and laboratories

 

519,605

 

0.9

%

517,629

 

1.4

%

243,158

 

1.09

%

203,976

 

1.27

%

137,143

 

1.11

%

Chemical products

 

392,089

 

0.7

%

146,341

 

0.4

%

68,864

 

0.31

%

156,895

 

0.98

%

26,652

 

0.21

%

Waste collection and recycling

 

384,648

 

0.6

%

294,848

 

0.8

%

273,732

 

1.23

%

88,991

 

0.55

%

59,604

 

0.48

%

Corporate services

 

629,859

 

1.0

%

318,056

 

0.8

%

88,831

 

0.40

%

72,080

 

0.45

%

64,989

 

0.53

%

Health services

 

360,065

 

0.6

%

142,107

 

0.4

%

59,358

 

0.27

%

101,869

 

0.64

%

67,961

 

0.55

%

Mineral extraction and production

 

1,245,624

 

2.1

%

555,825

 

1.5

%

69,567

 

0.31

%

58,143

 

0.36

%

62,169

 

0.50

%

Telecommunications

 

15,569

 

0.0

%

2,964

 

0.0

%

5,402

 

0.02

%

9,988

 

0.06

%

12,441

 

0.10

%

Textile industry

 

551,755

 

0.9

%

159,865

 

0.4

%

250,000

 

1.12

%

258,411

 

1.61

%

235,666

 

1.90

%

Cargo transportation

 

791,186

 

1.3

%

447,220

 

1.2

%

322,362

 

1.45

%

330,371

 

2.06

%

230,617

 

1.86

%

Wine industry

 

1,026,849

 

1.7

%

662,557

 

1.7

%

396,564

 

1.78

%

369,166

 

2.30

%

274,601

 

2.21

%

Real estate agencies

 

243,297

 

0.4

%

93,432

 

0.2

%

42,974

 

0.19

%

88,897

 

0.55

%

28,578

 

0.23

%

Other(2)

 

4,569,374

 

7.6

%

3,985,806

 

10.5

%

1,462,251

 

6.56

%

1,376,560

 

8.59

%

1,133,785

 

9.14

%

Total

 

60,054,796

 

100.0

%

38,037,051

 

100.0

%

22,293,826

 

100

%

16,039,182

 

100

%

12,406,233

 

100

%

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  Loan Portfolio % of Loan Portfolio Loan Portfolio % of Loan Portfolio Loan Portfolio % of Loan Portfolio
Machines and tools – Production, sale and/or lease 1,001,269  1.1%  2,302,697  1.8%  1,377,353  1.0% 
Motorcycles, parts and accessories 28,783  0.0%  82,802  0.1%    0.0% 
Paper and cardboard 621,539  0.7%  496,765  0.4%  623,036  0.4% 
Plastic – Manufactures 762,963  0.8%  1,769,193  1.4%  1,871,958  1.3% 
Metal products 760,676  0.8%  248,930  0.2%  354,041  0.3% 
Pharmaceutical products and
laboratories
 679,937  0.7%  834,913  0.7%  1,180,162  0.8% 
Chemical products 922,463  1.0%  2,125,822  1.7%  890,539  0.6% 
Waste collection and recycling 862,287  0.9%  944,545  0.7%  873,639  0.6% 
Corporate services 1,177,807  1.2%  1,321,297  1.0%  1,430,578  1.0% 
Health services 537,488  0.6%  916,310  0.7%  817,804  0.6% 
Mineral extraction and production 4,451,027  4.7%  5,510,443  4.4%  2,829,145  2.0% 
Telecommunications 31,162  0.0%  69,958  0.1%  35,361  0.0% 
Textile industry 1,898,151  2.0%  2,478,583  2.0%  1,253,183  0.9% 
Cargo transportation 2,018,441  2.1%  2,431,584  1.9%  1,796,995  1.3% 
Wine industry 3,524,002  3.7%  3,442,195  2.7%  2,332,249  1.7% 
Real estate agencies 210,810  0.2%  353,081  0.3%  552,593  0.4% 
Other(2) 9,980,214  10.5%  11,536,192  9.1%  15,094,808  10.7% 
Total 94,761,950  100.0%  126,365,225  100.0%  141,117,048  100.0% 

 


(1)Loans for personal consumption.
(2)Includes all other industries. None of such industries exceeds 1% of the total loan and other financing portfolio.

As stated above under “Presentation of Financial and Other Information”, we have prepared our audited consolidated financial statements for 2019, 2018 and 2017 under IFRS. Data for past years has been prepared under our prior accounting framework, Argentine Banking GAAP, which is not comparable with data prepared under IFRS.

  Grupo Supervielle S.A.
  As of December 31,
  2016 2015
  Loan Portfolio % of Loan Portfolio Loan Portfolio % of Loan Portfolio
  (in thousands of Pesos, except percentages)
Oils and oilseeds 31,452  0.1%  40,392  0.2% 
Agriculture, crops and fruit 1,217,849  3.2%  780,888  3.5% 
Manufactured foodstuff, cattle beef 611,499  1.6%  373,955  

1.7%

 
Household items, sales / Trading 744,842  2.0%  162,113  0.7% 
Automotive vehicles and car parts 360,406  0.9%  267,917  1.2% 
Sugar 256,371  0.7%  117,589  0.5% 
Foreign and local banks 127,058  0.3%     
Alcoholic beverages 260,210  0.7%  135,636  0.6% 
Civil construction 745,777  2.0%  590,772  2.7% 
Road works and specialized construction 1,772,852  4.7%  1,090,153  4.9% 
Cooperatives and small financial institutions 1,171,755  3.1%  339,852  1.5% 
Private and public mail services 42,326  0.1%  36,510  0.2% 
Cattle raising 221,898  0.6%  116,047  0.5% 
Leather 89,509  0.2%  73,699  0.3% 
Electricity and gas distribution 315,947  0.8%  66,588  0.3% 
Home appliances, audio and video devices, production and importation 371,177  1.0%  61,281  0.3% 
Hydrocarbon extraction and production 400,658  1.1%  12,610  0.1% 
Families and individuals(1) 19,222,165  50.5%  13,733,797  61.6% 
Hypermarkets and supermarkets 1,324,768  3.5%  391,316  1.8% 

161 

(1)         Loans for personal consumption.

  Grupo Supervielle S.A.
  As of December 31,
  2016 2015
  Loan Portfolio % of Loan Portfolio Loan Portfolio % of Loan Portfolio
  (in thousands of Pesos, except percentages)
Machines and tools – Production, sale and/or lease 963,616  2.5%  183,052  0.8% 
Motorcycles, parts and accessories   0.0%    0.0% 
Paper and cardboard 141,229  0.4%  70,663  0.3% 
Plastic – Manufactures 265,851  0.7%  309,765  1.4% 
Metal products 55,185  0.1%  56,168  

0.3%

 
Pharmaceutical products and laboratories 517,629  1.4%  243,158  1.1% 
Chemical products 146,341  0.4%  68,864  0.3% 
Waste collection and recycling 294,848  0.8%  273,732  1.2% 
Corporate services 318,056  0.8%  88,831  0.4% 
Health services 142,107  0.4%  59,358  0.3% 
Mineral extraction and production 555,825  1.5%  69,567  0.3% 
Telecommunications 2,964  0.0%  5,402  0.0% 
Textile industry 159,865  0.4%  250,000  1.1% 
Cargo transportation 447,220  1.2%  322,362  

1.5%

 
Wine industry 662,557  1.7%  396,564  1.8% 
Real estate agencies 93,432  0.2%  42,974  0.2% 
Other(2) 3,981,807  10.5%  1,712,001  6.6% 
Total 38,037,051  100.0%  22,293,826  100% 

(2)         Includes all other industries. None of such industries exceeds 1% of the total loan and other financing portfolio.

(1)Loans for personal consumption.
(2)Includes all other industries. None of such industries exceeds 1% of the total loan and other financing portfolio.

Composition of Deposits

The following table sets out the composition of each category of deposits by currency of denomination that exceeded 10% of average total deposits at December 31, 2017, 20162019, 2018 and 2015.2017.

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  Average balance Average nominal rate Average balance Average nominal rate Average balance Average nominal rate
  (in thousands of Pesos, except percentages)
Deposits in domestic bank offices by local depositors                  
Non-interest-bearing current accounts         ��        
Average                  
Pesos 15,144,990  0.4%  

17,312,428

  0.0%  18,674,184  0.0% 
Dollars 8,877,387  0.0%  

12,366,823

  0.0%  8,456,372  0.0% 
Total 24,022,377  0.2%  

29,679,251

  0.0%  27,130,556  0.0% 
Savings accounts                  
Average                  
Pesos 16,672,056  0.4%  

21,964,924

  0.3%  24,999,682  0.0% 
Dollars 15,486,372  0.0%  

17,535,136

  0.0%  10,684,751  0.0% 
Total 32,158,428  0.2%  

39,500,060

  0.2%  35,684,433  0.0% 
Special checking accounts                  
Average                  
Pesos 14,927,905  43.3%  

25,989,349

  30.0%  11,512,318  13.4% 
Dollars 11,497,205  0.3%  

8,044,522

  0.4%  2,504,392  0.3% 
Total 26,425,110  24.6%  

34,033,871

  23.0%  14,016,710  11.1% 
Time deposits                  
Average                  
Pesos 41,793,356  48.8%  

36,273,834

  27.3%  34,952,926  16.5% 
Dollars 5,790,578  1.3%  

6,865,968

  1.2%  3,685,821  0.6% 
Total 47,583,934  43.1%  

43,139,802

  23.2%  38,638,747  15.0% 

162 

 

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Average
balance

 

Average
nominal
rate

 

Average
balance

 

Average
nominal
rate

 

Average
balance

 

Average
nominal
rate

 

 

 

(in thousands of Pesos, except percentages)

 

Deposits in domestic bank offices by local depositors

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest-bearing checking accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

6,721,317

 

0.0

%

6,541,551

 

0.0

%

4,766,849

 

0.0

%

Dollars

 

2,762,491

 

0.0

%

601,764

 

0.0

%

99,828

 

0.0

%

Total

 

9,483,808

 

0.0

%

7,143,315

 

0.0

%

4,866,677

 

0.0

%

Savings accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

8,988,542

 

0.0

%

6,189,649

 

0.1

%

4,622,839

 

0.1

%

Dollars

 

3,840,462

 

0.1

%

1,237,333

 

0.1

%

286,579

 

0.1

%

Total

 

12,829,004

 

0.1

%

7,426,982

 

0.1

%

4,909,418

 

0.1

%

Special checking accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Pesos

 

4,139,446

 

15.3

%

 

 

 

 

 

 

 

 

Dollars

 

1,178,635

 

0.3

%

 

 

 

 

Total

 

5,318,081

 

12.0

%

 

 

 

 

Time deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

12,567,532

 

15.4

%

11,645,642

 

26.4

%

8,952,849

 

24.8

%

Dollars

 

1,325,298

 

0.31

%

806,650

 

1.3

%

337,459

 

0.1

%

Total

 

13,892,830

 

12.1

%

12,452,292

 

24.7

%

9,290,308

 

24.0

%

Deposits in domestic bank offices by foreign depositors

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest-bearing checking accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

23

 

 

 

67

 

 

 

51

 

 

 

Dollars

 

 

 

 

 

 

 

 

 

 

Total

 

23

 

 

 

67

 

 

 

51

 

 

 

Savings accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

2,782

 

 

 

2,735

 

 

 

1,416

 

 

 

Dollars

 

7,739

 

 

 

1,601

 

 

 

315

 

 

 

Total

 

10,521

 

 

 

4,336

 

 

 

1,731

 

 

 

Time deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

372

 

 

 

450

 

 

 

331

 

 

 

Dollars

 

 

 

 

 

 

 

 

 

 

Total

 

372

 

 

 

450

 

 

 

331

 

 

 

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  Average balance Average nominal rate Average balance Average nominal rate Average balance Average nominal rate
  (in thousands of Pesos, except percentages)
Deposits in domestic bank offices by foreign depositors                  
Non-interest-bearing current accounts                  
Average                  
Pesos 470     

277

     52    
Dollars               
Total 470     

277

     52    
Savings accounts                  
Average                  
Pesos 5,701     

5,426

     6,319    
Dollars 21,220     

21,650

     17,577    
Total 26,921     

27,076

     23,896    
Time deposits             ��    
Average                  
Pesos 2,607     

2,400

     845    
Dollars 220     

2,727

         
Total 2,827     

5,127

     845    

Maturity of Deposits

The following table sets forth information regarding the maturity of our deposits exceeding Ps.100,000 at December 31, 2017.

2019.

AtGrupo Supervielle S.A.

As of December 31 2017

2019

(in thousands of Pesos)

Time Deposits

Within 3 months

13,936,903

27,539,620

After 3 months but within 6 months

4,715,336

854,688

After 6 months but within 12 months

71,206

345,562

Over 12 months

190

1,200

Total Time Deposits(1)Deposits(1)

18,723,635

28,741,070

 


(1)Only principal. Excludes the CER and UVA adjustment.

(1)               Only principal. Excludes the CER and UVA adjustment.163 

 

Short-term Borrowings

The table below shows our short-term borrowings as of the dates indicated.

 Grupo Supervielle S.A.

 

At December 31,

 

 As of December 31,

 

2017

 

2016

 

2015

 

 2019 2018 2017

 

Amount

 

Annualized
Rate

 

Amount

 

Annualized
Rate

 

Amount

 

Annualized
Rate

 

 Amount Annualized Rate Amount Annualized Rate Amount Annualized Rate

 

(in thousands of Pesos, except percentages)

 

 (in thousands of Pesos, except percentages)

International banks and Institutions:

 

 

 

 

 

 

 

 

 

 

 

 

 

                  

Total amount outstanding at the end of the reported period

 

2,778,102

 

3.3

%

671,668

 

3.0

%

128,188

 

4.2

%

 8,072,223  5.3%  10,439,002  17.3%  6,321,550  3.3% 

Average during period

 

692,553

 

3.5

%

200,863

 

3.5

%

125,731

 

2.8

%

 6,342,320  18.9%  7,659,521  17.3%  1,926,077  3.5% 

Maximum monthly average

 

1,770,080

 

 

 

634,370

 

 

 

264,735

 

 

 

 8,892,296     12,667,825     4,922,815    

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing received from Argentine financial institutions:

 

 

 

 

 

 

 

 

 

 

 

 

 

                  

Total amount outstanding at the end of the reported period

 

232,856

 

20.6

%

940,258

 

28.5

%

618,775

 

31.9

%

 927,573  19.2%  2,003,652  46.8%  106,520  20.6% 

Average during period

 

746,603

 

22.8

%

1,023,259

 

30.1

%

398,927

 

28.8

%

 1,332,398  67.0%  3,704,668  61.8%  2,076,397  22.8% 

Maximum monthly average

 

1,637,914

 

 

 

1,212,061

 

 

 

585,775

 

 

 

 1,751,669     6,667,832     4,555,244    

 

 

 

 

 

 

 

 

 

 

 

 

 

Other(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

                  

Total amount outstanding at the end of the reported period

 

2,608,214

 

0.0

%

2,233,734

 

0.0

%

1,709,103

 

0.0

%

 9,623,856  0.0%  9,573,892  16.0%  12,033,720  0.0% 

Average during year

 

2,618,507

 

0.0

%

1,898,011

 

0.0

%

1,477,502

 

0.0

%

 4,890,716  0.0%  12,812,696  25.0%  7,282,397  0.0% 

Maximum monthly average

 

2,886,849

 

 

 

2,167,350

 

 

 

1,988,276

 

 

 

 6,340,259     17,207,184     8,028,690    

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsubordinated Corporate Bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

                  

Total amount outstanding at the end of the reported period

 

795,647

 

26.2

%

1,172,341

 

24.6

%

831,848

 

28.9

%

 5,708,153  26.4%  13,409,387  31.7%  18,867,881  26.2% 

Average during year

 

503,994

 

29.1

%

1,146,906

 

29.7

%

599,742

 

26.3

%

 9,770,219  34.1%  4,584,315  40.8%  1,401,671  29.1% 

Maximum monthly average

 

1,733,866

 

 

 

1,390,135

 

 

 

831,848

 

 

 

 11,381,990     5,173,354     4,822,099    

 


(1)Includes mainly collections and other transactions on behalf of third parties, miscellaneous (payment orders abroad) and social security payment orders pending settlement.

(1)         Includes mainly collections and other transactions on behalf of third parties, miscellaneous (payment orders abroad) and social security payment orders pending settlement.

Return on Equity and Assets

The following table presents certain selected financial information and ratios for the dates indicated.

 

Year ended December 31,

 

 Grupo Supervielle S.A.

 

2017

 

2016

 

2015

 

 As of December 31,

 

(in thousands of Pesos, except percentages)

 

 2019 2018 2017

 

 

 

 

 

 

 

 (in thousands of Pesos, except percentages)

Net Income

 

2,437,059

 

1,311,304

 

674,109

 

Average total assets(1)

 

69,599,142

 

41,467,412

 

26,961,165

 

Net Income for the year attributable to owners of the parent company (2,151,600) (4,658,050) (1,160,465)
Average total assets(1) 200,253,801  239,177,360  194,627,903 

Average shareholders’ equity

 

9,580,785

 

4,986,499

 

2,094,750

 

 23,352,105  28,693,558  24,943,213 

Shareholders’ equity at the end of the period

 

15,144,798

 

6,931,551

 

2,373,710

 

Shareholders’ equity at the end of the period attributable to owners of the parent company 23,415,797  26,080,725  30,873,343 

Net income as a percentage of:

 

 

 

 

 

 

 

         

Average total assets

 

3.5

%

3.2

%

2.5

%

 (1.1%) (1.9%) (0.6%)

Average shareholders’ equity

 

25.4

%

26.3

%

32.2

%

 (9.2%) (16.2%) (4.7%)

Declared cash dividends

 

243,706

 

65,500

 

25,162

 

 426,000  466,112  505,129 

Dividend payout ratio(2)

 

10.0

%

5.0

%

3.7

%

 (19.8%) (10.0%) (43.5%)

Average shareholders’ equity as a percentage of average total assets

 

13.8

%

12.0

%

7.8

%

 11.7%  12.0%  (12.8%)

 


(1)Calculated on a daily basis.
(2)Calculated by dividing dividend paid in the year by net income for the year attributable to owners of the parent company under IFRS. As mentioned in note 25 to our audited consolidated financial statements, dividends are paid based on distributable retained earnings calculated in accordance with the rules of the Argentine Central Bank. As of December 31, 2019, 2018 and 2017, the dividend payout ratio considering those rules would be 10.0%, 11.8% and 13.4%, respectively.

(1)         Calculated on a daily basis.164 

 

Minimum Capital Requirements

Our main subsidiary, the Bank, is required to satisfy minimum capital requirements. The following table sets forth the Bank and CCF’s consolidated minimum capital requirements set by the Superintendency as of the dates indicated.

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

(in thousands of Pesos)

 

Calculation of excess capital:

 

 

 

 

 

 

 

Allocated to assets at risk

 

4,710,391

 

3,178,270

 

2,082,489

 

Allocated to Bank premises and equipment, intangible assets and equity investment assets

 

191,549

 

172,154

 

102,252

 

Market risk

 

121,155

 

45,385

 

30,741

 

Interest rate risk

 

 

 

 

 

 

Public sector and securities in investment account

 

131,109

 

78,472

 

16,739

 

Operational Risk

 

1,016,501

 

713,227

 

512,948

 

Required minimum capital under Central Bank regulations

 

6,170,705

 

4,187,508

 

2,745,169

 

Basic net worth

 

9,903,099

 

5,706,639

 

2,597,534

 

Complementary net worth

 

913,256

 

778,885

 

662,679

 

Deductions

 

(386,192

)

(338,671

)

(291,653

)

Total capital under Central Bank regulations

 

10,430,163

 

6,146,853

 

2,968,560

 

Excess capital

 

4,259,458

 

1,959,345

 

223,391

 

Credit Risk Weighted Assets(1)

 

60,939,300

 

39,678,311

 

25,248,691

 

Risk Weighted Assets(1)

 

75,301,392

 

49,168,958

 

34,314,613

 

 

 

 

 

 

 

 

 

Selected capital and liquidity ratios:

 

 

 

 

 

 

 

Regulatory capital/risk weighted assets

 

13.9

%

12.5

%

8.7

%

Tier 1 Capital / Risk Weighted assets

 

12.6

%

10.9

%

6.7

%

Average shareholders’ equity as a percentage of average total assets

 

10.5

%

11.2

%

9.5

%

Total liabilities as a multiple of total shareholders’ equity

 

8.2

x

7.8

x

10.9

x

Cash as a percentage of total deposits

 

18.2

%

22.6

%

28.5

%

Liquid assets as a percentage of total deposits(2)

 

42.4

%

27.0

%

32.6

%


(1)         Risk Weighted Assets includes operational risk weighted assets, market risk weighted assets,As stated above under “Presentation of Financial and credit risk weighted assets. Operational risk weighted assetsOther Information”, we have prepared our audited consolidated financial statements for 2019, 2018 and market risk weighted assets are calculated by multiplying their respective required minimum2017 under IFRS. Minimum capital underrequirements have been prepared in accordance with the rules of the Argentine Central Bank, regulations by 12.5. Credit Risk Weighted Assetswhich is calculated by applying the respective credit risk weightsnot comparable to our assets, following Central Bank regulations.data prepared under IFRS.

  Year ended December 31,
  2019 2018 2017
  (in thousands of Pesos)
Calculation of excess capital:         
Allocated to assets at risk 7,164,842  6,090,341  4,710,391 
Allocated to Bank premises and equipment, intangible assets and equity investment assets 826,133  370,233  191,549 
Market risk 251,739  301,724  121,155 
Public sector and securities in investment account 11,472  96,882  131,109 
Operational Risk 2,349,952  1,486,516  1,016,501 
Required minimum capital under Central Bank regulations 10,604,138  8,345,696  6,170,705 
Basic net worth 16,991,091  11,847,865  9,903,099 
Complementary net worth 1,033,734  1,163,939  913,256 
Deductions (2,999,716) (867,798) (386,192)
Total capital under Central Bank regulations 15,025,109  12,144,006  10,430,163 
Excess capital 4,420,971  3,798,310  4,259,458 
Credit Risk Weighted Assets(1) 96,585,712  79,580,781  60,939,300 
Risk Weighted Assets(1) 129,638,218  101,933,777  75,301,392 
Selected capital and liquidity ratios:         
Regulatory capital/risk weighted assets 15.6%  15.3%  13.9% 
Tier 1 Capital / Risk Weighted assets 

10.8%

  10.8%  12.6% 
Average shareholders’ equity as a percentage of average total assets 10.4%  9.9%  10.5% 
Total liabilities as a multiple of total shareholders’ equity 7.1x 9.4x 8.2x
Cash as a percentage of total deposits 28.2%  35.1%  18.2% 
Liquid assets as a percentage of total deposits(2) 28.7%  47.4%  42.4% 

 

(1)Risk Weighted Assets includes operational risk weighted assets, market risk weighted assets, and credit risk weighted assets. Operational risk weighted assets and market risk weighted assets are calculated by multiplying their respective required minimum capital under Central Bank regulations by 12.5. Credit Risk Weighted Assets is calculated by applying the respective credit risk weights to our assets, following Central Bank regulations.
(2)Liquid assets include cash and securities issued by the Central Bank (LEBACs and NOBACs).

(2)         Liquid assets include cash and securities issued by the Central Bank (LEBACs and NOBACs).

As of December 31, 2017,2019, the Bank’s Tier 1 capital ratio on a consolidated basis with CCF was 12.6%10.8%, compared to 10.9% same as it was as of December 31, 2016.2018. Including the funds retained at the holding company (Grupo Supervielle) level after the follow-on equity offering of Grupo Supervielle, which are available for further capital injections into its subsidiaries, the consolidated pro-forma Tier 1 capital ratio as of December 31, 20172019 was 18.4%11.3%. The bank’s Tier1Tier 1 ratio coincides with CET 1 ratio.

As of December 31, 2017,2019, the Bank’s total capital ratio on a consolidated basis with CCF was 13.9%11.6% compared to 12.5%11.9% as of December 31, 2016.2018. Including the funds retained at the holding company (Grupo Supervielle) level after the follow-on equity offering of Grupo Supervielle, which are available for furtherfuture capital injections into itsto our subsidiaries in order to fund our growth strategy, the consolidated pro-forma total capital ratio as of December 31, 20172019 was 19.6%12.1%.


 

Item 5.Operating and Financial Review and Prospects

Item 5.AOperating Results
Item 5Operating and Financial Review and Prospects

Item 5.AOperating Results

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 “Forward-lookingForward-looking Statements,“ItemItem 3.D Risk Factors,” and the matters set forth in this annual report generally.

This discussion should be read in conjunction with our audited consolidated financial statements which are included elsewhere in this annual report.

Financial Presentation

Our audited consolidated financial statements are prepared in accordance with Argentine Banking GAAP. Argentine Banking GAAP differs in certain significant respects from U.S. GAAP and from Argentine GAAP. Note 35 to ourIFRS as issued by the IASB. We adopted IFRS for the first time for the year ended on December 31, 2018, with a transition date of January 1, 2017.

Our audited consolidated financial statements providesare presented by applying “Financial reporting in hyperinflationary economies” (IAS 29). During 2018, Argentina met the criteria to be considered a descriptionhyperinflationary economy as inflation exceeded 100% in the last three years on a cumulative basis, together with other characteristics of the principal differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAPeconomic environment that indicate the existence of net income and shareholders’ equity as of December 31, 2017 and 2016 andhyperinflation. Accordingly, financial statements were restated for the years ended December 31, 2017, 2016 and 2015.

On February 12, 2014, the Central Bank, through Communication “A” 5541, establishedchanges in the general guidelines towards conversion to International Financial Reporting Standards (“IFRS”) as issuedpricing power of the functional currency, using the consumer pricing index (CPI) published by the International Accounting Standards Board (“IASB”) for preparing financial statements of the entities under its supervision with the temporary exception of paragraph 5.5 “Impairment” of IFRS 9 “Financial Instruments” (IFRS as issued by the IASB as adopted by the Central Bank). Note 33 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and IFRS, as they relate to us, and a reconciliation to IFRS of shareholders’ equity as of December 31, 2017 and January 1, 2017 and of net income for the year ended December 31, 2017.

INDEC.

Our segment disclosure for the years ended December 31, 2017, 20162019, 2018 and 20152017 is presented on a basis that corresponds with our internal reporting structure and is consistent with the manner in which our Board of Directors regularly evaluates the components of our operations in deciding how to allocate resources and in assessing the performance of our business.

We measure the performance of each of our business segments primarily in terms of net income (i.e., net revenues—revenues–or financial income and service fee income, net of financial expenses and service fee expenses—expenses–after deducting loan loss provisions and administrative costs directly attributable to the segment). Net income excludes the financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements (although substantially all the proceeds of such arrangements have been contributed as capital to the subsidiaries through which the segments are operated), as well as transactions between segments, which are reflected under “Adjustments.”

We operate

In 2019 we operated our business alongthrough the following segments:

·
·Retail Banking: Through the Bank, we offer our retail customers a full range of financial products and services, including personal loans, mortgage loans, deposit accounts, purchase and sale of foreign exchange and precious metals and credit cards, among others. Since January 1, 2020, our SMEs portfolio was transferred from the Corporate Banking segment to the Retail segment which was renamed as Personal and Business Banking segment.
·Corporate Banking: Through the Bank, we offer large corporations, medium-sized companies and small businesses a full range of products, services and financial assessment including factoring, leasing, foreign trade finance and cash management. Since January 1, 2020, our SMEs portfolio was effectively transferred from the Corporate Banking segment to the Personal and Business Banking segment.
·Treasury: The Treasury Segment is primarily responsible for the allocation of the Bank’s liquidity according to the needs and opportunities of the retail, corporate banking and treasury segments. The Treasury Segment implements the Bank’s financial risk management policies, manages the Bank’s trading desk, distributes treasury products, such as debt securities, and develops businesses with wholesale financial and non-financial clients.


·Consumer Finance: Through CCF and Tarjeta Automática, Supervielle offers credit card services and loans to the middle and lower-middle-income sectors. Product offerings also include consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina, as well as with other agreements with retailers such as Hiper Tehuelche and through Tarjeta Automática branch network. Moreover, through Espacio Cordial, Supervielle offers non-financial products and services. Since the MILA acquisition, its new portfolio of used car loans and its respective results are recorded under Consumer Finance segment.
·Insurance: Supervielle Seguros began issuing its first insurance policies in October 2014 starting with a few non-credit related insurance products, such as protected bag insurance and personal accident insurance. By the end of 2015, it began issuing credit-related policies substantially growing its business since then, partly through the growth of the loans and credit card portfolio balances and partly through the migration of some of the portfolios previously booked in a third party insurance company. A Central Bank resolution issued in March, 2016 and effective September 1, 2016, prohibits financial institutions from charging individuals any fee and/or charge associated with credit related insurance policies. This resolution also specifies that financial institutions must purchase life insurance on debit balances or alternatively, self-insure the risk of death and permanent total disability of their clients. As a result, since September 1, 2016, both the Bank and CCF are self-insured against these risks and only contract new credit related insurances for mortgages loans. We intend to continue to expand this business and launch new insurance products previously offered to our customers by other insurance companies. The challenge for 2020 is to continue consolidating the current insurance business and to make the necessary developments for the issuance of health and unemployment insurance policies, among other, focusing on the entrepreneur and SMEs, medium and large companies, senior citizens and Consumer Financing segments. Additionally, work will be done to develop new sales channels and to assess all those products that contribute to the provision of financial services and insurance to customers.
·Asset Management and Other Services: We also offer a variety of other services to its customers, including mutual fund products through Supervielle Asset Management. Since May 2018, Supervielle also offers products and services through InvertirOnline S.A.U. Since the MILA acquisition, the new portfolio of used car loans and its respective results are recorded under Consumer Finance segment. The MILA portfolio outstanding at the moment of the acquisition and its respective results are recorded under Asset Management and Others segment. We offered microcredit financing through Cordial Microfinanzas. On March 31, 2017, we and the Bank sold our shares of Cordial Microfinanzas to Ciudad Microempresas.

New Accounting Standards

As of January 1, 2019, the application of IFRS 16 “Leases” entered into force. This rule eliminates the distinction between the “financial leasing” agreements that are recorded in the statement of financial position and “operating leases,” for which recognition of future lease installments was not required.

IFRS 16 provides for what were previously called “lease liabilities” the recognition of an asset, given the right to use of the assets included in the lease contracts from the date they are available for use, and a liability, equal to the present value of the payments to be made in the term of the contract, considering the implicit discount rate in the lease agreement, if it can be determined, or an incremental reference indebtedness rate.

In the initial application of this rule, we have opted for the simplified retrospective application scheme provided in the transitional provisions of IFRS 16, and therefore we did not modify comparative information as of December 31, 2018. Accordingly, certain comparisons between periods may be affected.

See Note 10 to our audited consolidated financial statements for a more comprehensive discussion of the effects of the adoption of these new standards.

167 

The lease liability includes fixed payments (including fixed payments in substance), less any incentives receivable; variable lease payments that depend on the use of an index or rate, initially measured using the index or rate as at the commencement date; the amounts payable by the Group under residual value guarantees; the exercise price of the purchase option if the Group is reasonably certain to exercise that option; and payments of penalties for terminating the lease, if the lease term reflects the Group exercising an option to terminate the lease. The cost of the assets for right of use includes the amount of the initial measurement of the liability, the payments made before the date of initial application, the initial direct costs and the associated restoration costs.

Subsequently, the assets for right of use are measured at cost minus accumulated depreciation and accumulated losses due to impairment, if any. The depreciation of the asset is calculated using the method of linear depreciation in the term of the contract or useful life of the asset, whichever is lower. The lease liability is increased by the accrual of interests and remedied to reflect changes in payments, the scope of the contract and the discount rate.

The Ongoing COVID-19 Pandemic

In December 2019, a novel strain of coronavirus (SARS-COV-2) was reported to have surfaced in Wuhan, China. COVID-19 has since spread across the world, including to Argentina, and on March 11, 2020 the World Health Organization declared COVID-19 a pandemic. By late April, around 4,000 cases had been confirmed in Argentina. In response,countries around the world, including Argentina, have adopted extraordinary measures to contain the spread of the virus, including imposing travel restrictions and closing borders, requiring closures of non-essential businesses, instructing residents to practice social distancing, issuing stay at home orders, implementing quarantines and similar actions. The ongoing pandemic and these extraordinary government measures are disrupting global economic activity and resulting in significant volatility in global financial markets.

According to recent IMF estimates released on April 14, 2020, as a result of the COVID-19 pandemic, the global economy is expected to contract sharply by 3% in 2020, in a drastic downgrade from its forecast of 6.3% growth in January 2020. Also, the IMF changed its outlook for Latin America’s growth, from a 1.6% growth under the estimates published in January to an expected contraction of the region’s economy by 5.2% in 2020, with a forecast for Brazil’s economy to contract by 5.3% (Brazil being the main trading partner of Argentina). As regards Argentina, according to the recent IMF estimates, the country’s economy is expected to contract by 5.7% in 2020. See “Item 5.D—Trend Information.”

The Argentine government has adopted multiple measures in response to the COVID-19 pandemic, including a nationwide mandatory lockdown that began on March 19, 2020 and has been extended several times, most recently through May 10, 2020. The government has also required the mandatory shutdown of businesses not considered essential.

At the same time, in order to mitigate the economic impact of the COVID-19 pandemic and mandatory lockdown and shutdown of non-essential businesses, the Argentine government has adopted social aid, monetary and fiscal measures, including the following:

o

Closure of bank branches. On March 20, 2020, the Central Bank determined that bank branches in Argentina should remain closed. From April 3 until April 10, 2020, branches were allowed to open with limited hours, only for the attention of beneficiaries of pension schemes and certain retirement benefits and beneficiaries of aid programs funded by the ANSES. During this period, the rest of the banking activities were performed only through digital means.Beginning on April 13, 2020, financial entities have been allowed to reopen only for a limited number of services, and only by prior appointment, with teller services initially restricted to pensioners and social plan beneficiaries,provided that certain health and security requirements are complied with. Additionally, beginningonApril 20, 2020, the Central Bank has allowed the provision of teller services exclusively for deposits in, and withdrawals from, foreign currency accounts.

o

Postponement of loan payments. The Central Bank postponed payments on loans maturing during the national lockdown period, and suspended the accrual of punitive interests onloans with maturity between April 1 and June 30, 2020.


o

ATM fees. The Central Bank determined that, until June 30, 2020, any operation effected through ATMs will not be subject to any charges or fees.

o

Mortgage loan installments and mortgage foreclosures. The government froze the monthly installments of mortgage loans over properties designated asthe borrower’s only and permanent residence and prohibited mortgage foreclosures, until September 30, 2020. The debit balance resulting from the freezing of the installment increases may be refinanced in up to nine consecutive monthly installments, upon request by the borrower.

o

Credit card payments. The Central Bank determined that the unpaid balances of credit card financings due between April 13 and April 30, 2020 will be automatically refinanced in nine equal consecutive monthly installments beginning after a 3-month grace period. Interest rates on such unpaid balances may not exceed an annual nominal rate of 43%.

o

Prohibition of bank account closures. The government prohibited the closure and disabling of bank accounts and the imposition of penalties until April 30, 2020.

o

Time deposits minimum rate. The Central Bank ruled that all non-adjustable time deposits under Ps.1 million made by individuals as of April 20, 2020 will have a minimum interest rate equivalent to the 70% of the average LELIQ’s tendering during the week prior to the date in which the deposit was made.

o

Family emergency income and extraordinary subsidies. The governmentestablished (i) a stipend of Ps.10,000, for the month of April 2020, for people who are unemployed or working informally, and self-employed workers who are not currently generating or receiving other income; and (ii) an extraordinary subsidy of Ps.3.000, for the month of April 2020, for beneficiaries of pension schemes and certain retirement benefits.

o

Prohibition of dismissals and suspensions. The government prohibited dismissals of employees until May 30, 2020.

o

Labor market emergency assistance program. The government created a fund of specific application within the FOGAR (acronym in Spanish forFondo de Garantías Argentino), with the aim of backing financings provided to SMEs by financial entities in order to pay salaries.

o

Additionally, some of the government measures are aimed at encouraging bank lending, such as:

o

Limitations on holding Central Bank notes. Simultaneously with the creation of the fund within the FOGAR, the Central Bank set limitations on banks’ holdings of notes from the Central Bank (LELIQ), in order to make liquidity available and encourage the provision of credit lines to SMEs.

o

Reserve requirements.The Central Bank established that the facilities granted at a preferential rate (not more than 24% per year) within the framework of Communication “A” 6937 to SMEs and households may be deducted from reserve requirements, considering 130% of the amount when the proceeds are for the payment of salaries and the granting entity is the agent of payment of those salaries.

o

Classification of Debtors: The Central Bank established new rules regarding the criteria for debtor classification and provisioninguntil September 30, 2020. These rules provide an additional 60 days period of non-payment before a loan is required to be classified as non-performing, and include all financings to commercial portfolio clients and loans granted for consumption or housing purposes.

In addition, by means of Communication “A” 6939, the Central Bank suspended, until June 30, 2020, the distribution of dividends by financial entities, including the Bank.

For more information, see “Item 4.B.—Business Overview—Argentine Banking Regulations—Government Measures in Response to the Ongoing COVID-19 Pandemic.”

The ongoing COVID-19 pandemic and government measures taken to contain the spread of the virus are adversely affecting our business and results of operations. Our branches were required to remain closed during the second half of March 2020, and have subsequently only gradually been allowed to open with limited operations. As of the date of this annual report, banks are permitted to open to provide limited services to clients with prior appointments, in each case with prior appointment, provided that certain health and safety requirements set forth by the Central Bank are complied with.


Since early March 2020, our management has been actively monitoring the evolution of the ongoing COVID-19 pandemic and the impact it may have on our business. Measures have been taken rapidly as the situation continued to evolve, focusing mainly in protecting our employees and customers and ensuring the continuity of our operations. On March 13, 2020, even before the nationwide lockdown was declared, we implemented a protocol by whicha significant part of our workforce (including elder employees and pregnant women) started to work remotely. We have allocated additional resources to the provision of laptops for such employees, and have made investments in new VPN licenses to enhance the security of working remotely. Remote work may nonetheless exacerbate certain risks to our business, including an increased reliance on information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal information.

More recently, we have taken other measures such as the implementation of a back-to-work protocol for essential employees, which includes the rotation of teams within our branches, the incorporation of medical personnel to our crisis management teams, the monitoring of COVID-19 positive cases, online psychological assistance for employees, and online yoga and gym classes. As of the date of this annual report, approximately 90% of our central areas employees are working remotely.

Since 2018, we have made significant progress on the digital transformation of our operations, focusing on an enhanced customer experience. Since the beginning of the COVID-19 pandemic crisis in Argentina, with the main goal of protecting the health and safety of our customers, specially senior citizens (which are a significant portion of our customers’ base and are more vulnerable to the effects of the virus), we have been encouraging our customers to use our available digital channels. Since the senior citizens’ segment is generally less familiar with our online or mobile banking platforms, we implemented a direct and free exclusive telephone line to assist them and released tutorials through social media with instructions on how to operate online. Additionally, we made numerous debit cards reprints and deliveries as well as debit card resets for non-user clients, we adapted our existing biometric recognition technology for our customers to withdraw money from the ATMs without a debit card, and we released additional features in our mobile app for senior citizens with the purpose of reducing their need to personally attend a branch.

With respect to SMEs, we have made available loans promoted by the Central Bank at a 24% interest rate, to assist them with payroll payments and working capital needs. We have also launched specific credit lines for SMEs in the health and the transportation sectors. As of the date of this annual report, the Bank has granted loans at a 24% interest rate for an approximate amount of Ps. 5 billion.

Grupo Supervielle has announced a donation of Ps.10 million to social organizations located throughout the country, funds which will be applied to social initiatives related to the COVID-19 pandemic, such as the purchase of medical equipment for health centers and the provision of food for the most vulnerable communities in the City of Buenos Aires and the Provinces of Buenos Aires, Mendoza and San Luis.

 

·WeCorporate Banking:  Throughface various risks arising from the economic impact of the pandemic and related government measures which are difficult to predict accurately at this time. These risks include (i) a higher risk of impairment of our assets, (ii) lower revenues as a consequence of the temporary restrictions on charging certain fees to customers, and as a result of lower interest rates on loans promoted by the Central Bank, (iii) a possible significant increase in loan defaults and credit losses, with a consequent increase in loan loss provisions, and (iv) a decrease in credit demand and in our business activity in general, particularly new retail lending. Certain factors that could offset tthese risks include (i) the reduction of the cost of funding, which has been decreasing since the beginning of the COVID-19 pandemic crisis, and (ii) the structure of our liabilities, as we offer large corporations, medium-sized companiesestimate we will not face liquidity contraints as a result of the pandemic.

We are continuing to monitor the impact of the ongoing COVID-19 pandemic on the Group, and small businesses a full rangewill take and implement all possible actions to preserve health of products, servicesour employees and to ensure continuity of our operations. Grupo Supervielle will continue focusing on improving efficiency while keeping its differentiated strategy to capture growth, remaining flexible under this particularly volatile and challenging scenario. The ultimate impact of the pandemic on our business, results of operations and financial assessmentcondition remains highly uncertain and will depend on future developments outside of our control, including factoring, leasing, foreign trade financethe intensity and cash management.duration of the pandemic and the government measures taken in order to contain the virus or mitigate the economic impact.

 

·TreasurySee “Item 3. Key Information—D. Risk Factors.—Risk Factors—Risks Relating to Argentina—The Treasury Segment is primarily responsible forongoing COVID-19 pandemic and government measures to contain the allocationvirus are adversely affecting our business and results of operations, and as conditions are evolving rapidly, we cannot accurately predict the Bank’s liquidity according toultimate impact on the needs and opportunities of the retail, corporate banking and treasury segments. The Treasury Segment implements the Bank’s financial risk management policies, manages the Bank’s trading desk, distributes treasury products, such as debt securities, and develops businesses with wholesale financial and non-financial clients.Group.”

 

·Consumer Finance: Through CCF and Tarjeta, we offer credit card services and loans to the middle and lower-middle-income sectors.  Through an exclusive agreement with Walmart Argentina, our offer of products includes consumer loans, credit cards and insurance products.

·Insurance:  Supervielle Seguros began issuing its first insurance policies in October 2014 starting with a few non-credit related insurance products, such as protected bag insurance and personal accident insurance. By the end of 2015, it began issuing credit-related policies substantially growing its business since then, partly through the growth of the loans and credit card portfolio balances and partly through the migration of some of the portfolios previously booked in a third party insurance company. A Central Bank resolution issued in March, 2016 and effective September 1, 2016, prohibits financial institutions from charging individuals any fee and/or charge associated with credit related insurance policies. This resolution also specifies that financial institutions must purchase life insurance on debit balances or alternatively, self-insure the risk of death and permanent total disability of their clients. As a result, since September 1, 2016, both the Bank and CCF are self-insured against these risks and only contract new credit related insurances for mortgages loans. We intend to continue to expand this business and launch new insurance products previously offered to our customers by other insurance companies..

·Asset Management & Other Services: We also offer a a variety of other services, including mutual fund products through Supervielle Asset Management and non-financial products and services through Espacio Cordial. Until March 31, 2017, we offered microcredit financing through Cordial Microfinanzas. On March 31, 2017, we and the Bank sold our shares of Cordial Microfinanzas to Ciudad Microempresas.

The Argentine Economy and Financial System

Introduction

Introduction

According to recent International Monetary Fund (“IMF”) estimates,During 2019 the world economy is estimateddecelerated mainly due to have grownthe uncertainty derived from the commercial conflict between China and the United States and the possibility of a disorderly Brexit.

Commodities had a good performance in 2019, with prices increasing by 3.6%9.4% compared to 2018, according to Thomson Reuters CRY Index. In particular, the prices of commodities exported by Argentina grew by 6.5% during the year according to the commodities price index released by the Central Bank.

As regards interest rates, as from August 2019, the US Federal Reserve put a brake on the upward rate process, reducing its interest rate target to 1.75% per annum. International stock markets showed a significant recovery with a lower volatility as compared to the prior year due to more lenient monetary policies.

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With respect to Argentina, the 2019 macroeconomic context posed challenges due to the primary presidential elections held in 2017,August and the general elections held in October, generating significant volatility in financial markets. During 2019, the Argentine economy was bound under the IMF arrangement program with a restrictive monetary policy and a contracting fiscal deficit. However, the reaction of both markets and economic players to the outcome of the PASO in August gave rise to an immediate reversion of certain still budding positive trends in some indicators such as inflation and activity levels, resulting in a larger deterioration of economic variables. With domestic and international markets virtually closed for the Argentine government to take more public debt, the former Macri administration decided to reprofile the short-term debt, thus adding pressure on the exchange rate and foreign currency-denominated deposits. Following the PASO elections, reserves dropped by US$21,527 million, ending the year with a stock of US$44,781.

As to activity levels, 2019 ended with the economy in recession for the second year in a row, accumulating a fall of 2.2% as of December of such year and maintaining a similar trend to that of 2018, when economic activity levels went down by 2.5% on average.

In connection with fiscal accounts, 2019 closed with a fiscal deficit of 0.44% as compared to the GDP, which represents an improvement over the 3.2% growth recorded in 2016. This greater economic expansion is the result2018. The general inflation rate for 2019 was of 53.8%, which represented an estimated growth of 4.6% in emerging market countries and 2.2% in developing market countries, and occurred in a context of accelerated growth in world trade (4.2%increase compared to 2.4% in 2017 and 2016, respectively).the 47.6% inflation rate for 2018.

AfterIn order to improve fiscal accounts, the change ofnew Fernández administration, in Argentina in late 2015,  several corrective measures were put in place with respectwhich took office on December 10, 2019, proposed to the Argentine economy.Congress the “Social Solidarity and Production Reactivation” bill which was passed into law (Law No. 27,541) on December 21, 2019. The new law provided, among other things, for a rise of up to 30% in export taxes, personal assets taxes and taxes on the purchase of U.S. dollars for saving purposes and for payment of services in U.S. dollars. In 2017,addition, on January 21, 2020, the administration introduced further structural financial and economic reforms. The first measures adopted included the tax amnesty implemented by late 2016. The Argentine Central Bank continued implementing its inflation goals and, despite failing to reach the goal initially proposed“Foreign Public Debt Sustainability Management” law was enacted by the MinistryArgentine Congress. The new Fernández administration also decided to compulsorily extend the payment term of Financecertain debt securities issued both in 2016, managedforeign and local currency. In the midst of debt restructuring negotiations, on April 5, 2020 the Argentine government issued Decree No. 346/2020, through which the repayment of Argentine law-governed dollar-denominated notes was postponed.

The banking industry’s evolution was also affected by high volatility, high inflation, low economic activity and high rates. Total deposits from the private sector in the financial system increased in 2019 by 25%, showing an increase in Peso-denominated deposits but a strong fall in U.S. dollar-denominated deposits as from August. Peso-denominated deposits grew by 35%, U.S. dollar-denominated deposits measured in Pesos increased by 6%, as a result of the rise of the nominal exchange rate, though, if measured in U.S. dollars, deposits dropped by 33%. On the other hand, total loans to materially reducethe private sector grew only 15% in the year, well below the inflation ratelevel. Loans in Pesos to the private sector rose by 19% while loans in U.S. dollars measured in the original currency dropped by 33%.

The Argentine Economy

Beginning in December 2001 and for most of 2002, Argentina experienced one of the most severe crises in its history which nearly left its economy at a standstill and deeply affected its financial sector. Between 2004 and 2009, the Argentine economy and the financial sector recovered considerably. Since 2009, the Argentine economy has shown increased volatility, with years of practically no growth (2009, 2012 and 2014), and years of strong (2010 and 2011) or slow (2013) growth.

In January 2007, the INDEC, which is the only institution in Argentina with the statutory authority to produce official nationwide statistics, modified the methodology used to calculate certain of its indices. On January 8, 2016, the Macri administration issued Decree No. 55/2016 declaring a state of administrative emergency with respect to the national statistical system and the INDEC until December 31, 2016. During this state of emergency, the INDEC suspended the publication of certain statistical data until it completed a reorganization of its technical and administrative structure to be capable of producing sufficient and reliable statistical information. Following the implementation of certain methodological reforms and the adjustment of macroeconomic statistics on the basis of these reforms, on June 15, 2016, the INDEC published the INDEC Report, including revised GDP data for the years 2004 through 2015. As of the date of this annual report, the INDEC has resumed publishing certain data, including inflation rates, GDP, foreign trade, poverty and balance of payment statistics among others.

volatility.

The table below includes certain economic indicators in Argentina for the years indicated:

 

 

December 31,

 

 

 

2006

 

2007

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

GDP real growth (%)**

 

8.0

 

9.0

 

4.1

 

(5.9

)

10.1

 

6.0

 

(1.0

)

2.4

 

(2.5

)

2.6

 

(2.2

)

2.9

(4)

Primary fiscal balance (excludes interest) (as a % of GDP)

 

2.9

 

2.5

 

2.5

 

1.2

 

1.4

 

0.2

 

(0.2

)

(0.7

)

(0.9

)

(2.7

)

(4.3

)*

3.9

 

Total public debt (as a % of GDP)**

 

70.6

 

62.1

 

53.8

 

55.4

 

43.5

 

38.9

 

40.4

 

43.5

 

44.7

 

53.5

 

54.2

 

53.7

(2)

Trade balance (in million U.S.$)**

 

12,393

 

11,273

 

12,577

 

16,886

 

11,382

 

9,020

 

12,008

 

1,521

 

3,178

 

(2,969

)

2,124

 

(8,471

)

Total deposits (as a % of GDP)**

 

23.3

 

22.4

 

20.1

 

15.8

 

22.4

 

20.8

 

22.2

 

22.2

 

21.1

 

22.8

 

23.5

 

23.1

(6)

Loans to the private sector (as a % of GDP)

 

10.4

 

11.9

 

11.2

 

8.4

 

11.8

 

13.2

 

14.2

 

14.7

 

12.9

 

13.7

 

13.1

 

15.4

(6)

Unemployment rate-end year- (%)

 

8.7

 

7.5

 

7.3

 

8.4

 

7.3

 

6.7

 

6.9

 

6.4

 

6.9

 

5.9

(3)

7.6

 

7.2

(5)

Inflation in consumer prices —Dec./Dec. - CPI INDEC (%)

 

9.8

 

8.5

 

7.2

 

7.7

 

10.9

 

9.5

 

10.8

 

10.9

 

23.9

 

26.9

(1)

41.0

(1)

24.8

 

Average nominal exchange rate (in Ps. Per U.S.$)

 

3.07

 

3.12

 

3.16

 

3.73

 

3.91

 

4.13

 

4.55

 

5.48

 

8.12

 

9.27

 

14.78

 

16.57

 

  December 31,
  2017 2018 2019
GDP real growth (%) 2.7  (2.5) (2.2)
Primary fiscal balance (excludes interest) (as a % of GDP) (3.9) (2.4) 0.4(3)
Total public debt (as a % of GDP) 56.6  86.0  91.6(1)
Trade balance (in million U.S.$) (8,293) (3,700) 15,991 
Total deposits (as a % of GDP) 23.0  27.3  17.0(2)
Loans to the private sector (as a % of GDP) 15.1  14.6  9.6(2)
Unemployment rate-end year- (%) 7.2  9.1  8.9 
Inflation in consumer prices –Dec./Dec. - CPI INDEC (%) 24.8  47.6  53.8 
Average nominal exchange rate (in Ps.Per U.S.$) 16.57  28.09  48.24 

 


Source: INDEC, Central Bank and City of Buenos Aires.

(1) As of June 30, 2019

(1)Based(2) Company estimates based on most recent publicly availableCentral Bank information

(3) Company estimates based on information published by the CityMinistry of Buenos Aires. See “Item 3.D—Risk Factors—If the current levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected.”

(2)As of June 30, 2017

(3)As of September 30, 2015.

(4)For the fiscal year 2017.

(5)As of December 31, 2017.

(6)Annual estimate of GDP for 2017

**These figures are calculated in accordance with the latest methodological reforms and adjustments for macroeconomic statistics as of the date of this annual report.

***These figures are calculated in accordance with the latest methodological reforms and the adjustments for macroeconomic statistics as of the date of this annual report. It does not include funds transferred from the Central Bank and from the Treasury.

n/a means not available.

In 2013, Argentina’s real GDP grew 2.4% as compared to 2012, as domestic demand in 2013 helped to offset weak demand for Argentina’s exports.

In 2014, Argentina’s GDP contracted by 2.5% as compared to 2013, reflecting the impact of the deceleration of growth in developing economies on Argentina’s exports, growing uncertainty in the financial sector and fluctuations in foreign exchange rates.

In 2015, Argentina’s GDP increased by 2.5%, reflecting a recovery in consumption due to an improvement in the labor market and investment. GDP growth in 2015 was primarily driven by a 3.8% increase in gross investment, resulting from a 5.2% increase in total durable equipment of production and a 2.3% increase in construction, as well as a 4.0% increase in total consumption due to a 6.8% increase in public sector consumption and a 3.5% increase in private sector consumption.

In 2016, Argentina’s GDP decreased 2.2%. Imports of goods and services increased by 5.7% while investments in durable equipment for production decreased by 5.1%. Exported goods and services, however, increased by 3.7%.

Economy

In 2017, Argentina’s GDP recovered by 2.9%2.7%, recording 0.6%0.3%, 3.0%2.1%, 3.8% and 3.9%4.5% year-on-year growth rates for the four quarters of the year, respectively.

During 2016,In 2018, Argentina’s GDP decreased by 2.5%. As regards quarterly evolution, the Macri administration introduced structural reformseconomic activity recorded a positive year-on-year growth rate only in the financialfirst quarter (4.1%) and economic sectors. It was a transitional yearthen negative rates in which macroeconomic corrections were made, such as the agreement reached withsecond (-3.8%), third quarter (-3.7%) and in the fourth quarter (-6.2%).

In 2019, Argentina’s holdout creditorsGDP decreased by 2.2% recording (5.8)%, 0.0%, 1.7% and (1.1)% year-on-year growth rates for the returnfour quarters of the Argentine government to the international debt market, the elimination of duties, the normalization of the INDEC, the adoption of energy efficiency measures and the universalization of benefits. The Central Bank adopted monetary measures that supported macroeconomic changes by strengthening the position of international reserves and by using a system of inflation targets. During 2017, the outcome of the mid-term legislative elections paved the way for the structural and social security reform law, which provides for a change in the calculation of pensions and for the possibility that employees work for an additional five years beyond the pension eligibility age. In addition, a tax agreement between the federal government and all provinces (except for San Luis) and the City of Buenos Aires was entered into to reduce taxation, and the Tax Reform Law was passed by Congress in the last session of 2017. Further, utility rates were adjusted, allowing the government to materially reduce subsidies. On December 27, 2017, the Central Bank adopted the inflation targets set by the Ministry of the Treasury for the next three years, including targets of 15% for 2018, 10% for 2019 and 5% by the end of 2020, adjusting the pace of reduction announced in 2017 by one year.year, respectively.

Foreign Trade and Foreign Exchange Market

During 2017,2019 the trade balance surplus amounted to US$15,992 million, which implies an improvement as compared to the US$3,701 million deficit of 2018 and the US$8,308 million deficit recorded in 2017. The trade balance dynamics changed due to the fall in the activity level started by mid-2018 and which went on during 2019, worsening after the exchange depreciation which took place in August 2019. In fact, while exports rose by 5.4% during the year, imports dropped by 25%, evidencing the greatest year-on-year fall in August (-30%).

In 2019 (unlike the past three years), international reserves recorded a U.S.$8.5 billion deficit, compared tostrong decrease (US$21,025 million), with a U.S.$2.0 billion surplusstock of US$44,781 million at year end. The year was marked by the strong reduction of international reserves on several occasions as a result of the uncertainty derived from the presidential elections, sale of foreign currency and the fall of deposits in 2016. While exports remained stable compared to 2016, imports increasedU.S. dollars in the financial system. Following the PASO elections, reserves dropped by 19.7%. Exports recorded reductions in all sectors except for industrial manufactured goods, which grew by 9.1%. Imports grew in all sectors, except for fuel, which recordedUS$21,527 million. Given the constant exit of reserves as a 3% drop. The importsresult of vehicles increased by 40%.

International reserves ofthe prevailing uncertainty, the Central Bank grew by U.S.$15.7 billion, ending 2017 at U.S.$55.1 billion.

established exchange controls as of September 1, 2019, which were intensified following the general elections held on October 27, 2019. With these recent limits, a brake was placed on the exit of reserves and a subsequent increase was recorded of US$1,375 million.

The Nominal Exchange Rate ended 2017nominal dollar/peso exchange rate at Ps.18.80the end of 2019 was US$1.00 to U.S.$1.00, an 18.4% increase from December 31, 2016. WhilePs.59.89, which meant a devaluation of Ps.22.8 or 58% as compared to the close of the prior year. The exchange rate throughout the year was more or less stable until the PASO elections in August (when the exchange rate rose by +16%). As a result of the prevailing uncertainty, the Central Bank did not directlywas forced to intervene on a daily basis in the exchange market in any significant manner during mostwith U.S. dollars net sales of the year, itUS$7,456 millions - which did influence the Peso/U.S. dollarnot manage to contain devaluation pressures - and imposed greater exchange valuecontrols by the end of the yearOctober.

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Labor Market

In 2019, wages grew by reducting in the interest rates of medium term Letras del Banco Central (“LEBAC”), which encouraged a demand for US dollars.

Labor Market

In 2017, wages in Argentina increased by 27.5%40.9% year-on-year as a result of a 26.5% increase in the total numberrise of wages of 43.8% to registered employees and of 29.5% to non-registered private sector employees. In addition, within the 31.5% increase oftotal registered employees, wages in the private sector non-registered employees. The wages of private sector registered employees grew by 27.3%44.3% and by 42.9% in the public sector. In all cases, the wage increase was well below inflation, thus causing the fall of real wages.

The unemployment rate of the first, second and third quarter was 10.1%, 10.6% and 9.7%, respectively, averaging 10.1% in the first three quarters of the year. Comparing the average unemployment rates with those recorded in the first three quarters of 2018, there was an increase of 90 basis points (from 9.2% in 2018 to 10.1% in 2019). On the other hand, the activity rate increased from 46.5% in the fourth quarter of 2018 to 47.2% in the fourth quarter of 2019.

Fiscal Balance

The Argentine public sector recorded in 2019 a primary deficit (without considering extraordinary income) of Ps.208,766.7 million (-0.96% of the GDP) while the financial deficit reached Ps.933,052 million (-4.28% of the GDP). In 2019 an extraordinary income was received by the national government from the transfer of Lotería Nacional to the ambit of City of Buenos Aires (Ps.4,813.6 million recorded as current income). In addition, proceeds were received by the national government from the sale of fixed assets by public companies (Ps.44,595.5 million) and transfers by FGS to ANSES to finance thePrograma de Reparación Histórica (Historic Reparation Program for Retirees) (Ps.64,236 million), both recorded as capital proceeds. The primary income for 2019, taking into account the aforementioned extraordinary income, resulted in a primary deficit of Ps.95,121.6 million. In GDP terms, this would be equal to -0.44% percentage points. In such scenario, the financial deficit would increase to Ps.819,406.9 million which, in GDP terms, would account for -3.76% percentage points. The worsening of the financial deficit is due to the fact that in 2019 Ps.724,285.3 million were paid (not including the intra-public sector interest paid) on account of debt interest, an increase of 86.2% year-on-year, representing 18.4% of total income of the Argentine public sector. Total income for 2019 amounted to Ps.3,937,073.5 million, an increase of 51.4% year-on-year, while primary expense amounted to Ps.4,032,195.1 million, representing an increase of 37.2% year-on-year.

In order to improve fiscal accounts, the “Social Solidarity and Production Reactivation” bill mentioned above which was passed into law (Law No. 27,541) on December 21, 2019. The new law provided, among other things, a rise of up to 30% in export taxes, personal assets taxes and taxes on the purchase of U.S. dollars for saving and for payment of services in U.S. dollars. In turn, this law suspended pension increases for 180 days.

Once again one of the critical aspects of the year for the Argentine Treasury was access to financing. As a result of the closure of international financial markets in 2018, the government entered into two stand-by arrangements with the IMF; by virtue of the last of them the agreement amount increased by Ps.5,335 million (approximately US$7,100 million) reaching a total of US$57,000 million, and disbursements were rescheduled, with an advance of Ps.9,600 million (approximately US$13,400 million) until December 2018, thus totaling US$28,400 million for 2018, and Ps.16,300 (approximately US$22,650 million) in 2019. However, the IMF suspended disbursements after September of 2019, overriding the program; therefor the total amount disbursed as of the closing of 2019 was of approximately US$44,500 million (Ps.31,914 million). Due to the overriding of the arrangement with the IMF and the closure of the international financial markets following the PASO elections, the government had to reschedule the due date of certain treasury bills (“Letes”, “Lecaps”, “Lelink” and “Lecer”) with holders, except for individuals, which consisted in paying 15% of services on the due date, 25% within three months and the remaining 60% six months following the original due date. With the change of government on December 10, 2019, consideration of the public sector grew by 25.0%. Indebt became a relevant matter and on January 21, 2020, the “Foreign Public Debt Sustainability Management” bill was introduced in the Argentine Congress. Upon its enactment on February 12, 2020, the Executive Branch was authorized to perform all cases, wages grew above inflation.

The unemployment ratesnecessary acts to recover and ensure the sustainability of the Argentine public debt. In addition, the national government was authorized to issue debt securities to the Central Bank for an amount of up to US$ 4,517 billion in exchange for reserves to be applied solely to meet Argentina’s foreign currency-denominated debt obligations.


Argentina’s Sovereign Debt Restructuring

The new Fernández administration has publicly announced its intention to renegotiate the terms and conditions of the government’s indebtedness with the IMF. Also, the new Fernández administration has initiated negotiations with creditors in order to restructure its current peso and U.S. dollar denominated public debt. In this context, on February 5, 2020, the Argentine Congress passed Law No. 27,544, by virtue of which the sustainability of sovereign debt is declared as a national priority, authorizing the Ministry of Economy to renegotiate new terms and conditions with Argentina’s creditors within certain parameters. Notwithstanding the foregoing, in the midst of debt restructuring negotiations, on April 5, 2020 the Argentine government issued Decree No. 346/2020, through which the repayment of Argentine law-governed dollar-denominated notes was postponed.

On April 21, 2020, the Argentine government launched an exchange offer with the aim of refinancing its external indebtedness in a manner which does not compromise the development and potential growth of Argentina over the next several years. To that end, the Argentine government proposed to effect an exchange of different series of foreign currency-denominated bonds (in U.S. dollars, Euros and Swiss Francs) and governed by English or New York law, issued both under its 2005 and 2016 indentures for new series of U.S. dollar or Euro-denominated amortizing bonds maturing between 2030 and 2047, to be issued by the Argentine government under its 2016 indenture. As informed by the Minister of Economy and pursuant to the exchange documents filed with the Securities Exchange Commission (“SEC”), in general terms, the Argentine government’s exchange offer involves a reduction in interest payment burden of 62% (US$37.9 billion), a decrease in principal payments of 5.4% (US$3.6 billion) and a grace period of approximately 3 years before principal payments become due. The period for creditors under each bond series to give their consent or to reject the exchange (and to chose which series of new bonds to receive in exchange for their eligible bonds, in case of acceptance) is scheduled to expire on May 8, 2020, unless extended. Announcement of the results of the exchange is scheduled for May 11, 2020, while the settlement of the new bonds is scheduled to take place on May 13, 2020.

As of the date of this annual report, the exchange offer is still open and there is uncertainty as to whether the Argentine government will be able to successfully carry out the exchange and restructure its foreign financial indebtedness.

See “Item 3.D—Risk Factors—Risks Relating to Argentina—The Argentine government’s ability to obtain financing from international markets is limited, which may impair its ability to implement reforms and foster economic growth, which may negatively impact our financial condition or cash flows.”

Monetary Policy

During 2019, the Central Bank announced different changes in the monetary program (implemented in October 2018), intended to reinforce the contracting bias of the monetary policy. The most relevant changes include the elimination of the June 2019 seasonal adjustment of the monetary base and subsequent increases until December 2019. In addition, a goal was set to maintain the monetary base at level of February 2019 (Ps.1,343.2 billion) and to authorize the sale of foreign currency even within the non-intervention zone established by the Central Bank in case of excess volatility, overriding the intervention limit of US$150 million.

In spite of the fact that, since the effective date of the program, the Central Bank had met the monetary base target, following the PASO elections, it was forced to stop implementing the program, after being unable to sustain the intervention and non-intervention zone scheme and having to relax compliance with the monetary base target.

During the first second, thirdpart of 2019, the interest rate set by the monetary policy decreased to the minimum of 43.94% p.a. on February 14, 2019 to then go up to 74.07% per annum on May 2, 2019 and fourth quartersgradually decrease again until the PASO elections. Following these elections, LELIQ interest rates rose until reaching the historical cap of 2017 stood85.99% per annum to then go down and end the year at 9.2%, 8.7%, 8.3% and 7.2%, respectively, averaging 8.4% in 2017. There was55% per annum representing a slight decrease of 40 basis4 percentage points inas compared to the close of the prior year (however, if we consider the average unemploymentof each year, the rate ofin 2019 was 21 percentage points above the fourth quarter of 2017 in comparison with that of the fourth quarter of 2016.2018 rate).

173 

Fiscal Balance

In February 2017, the Minister of the Treasury, Nicolás Dujovne, announced fiscal account targets for 2017 to 2019, which include primary deficit goals of a 1% reduction per year in the fiscal deficit: 4.2% of GDP in 2017, 3.2% of GDP in 2018 and 2.2% of GDP in 2019. The primary deficit goal of 1.2% in 2020 was announced in December 2017. According to the Ministry of the Treasury, the fiscal deficit for 2017 was 3.9% of GDP, exceeding the proposed objectives. To reduce the fiscal deficit, the government increased utilities rates, mainly of electricity and gas. A new Pension Law and a Tax Reform Law passed in December 2017 provide, among other things, for a reduction in income tax rates for companies that reinvest their profits and changes to the income tax treatment applicable to financial income, and reduction of employer contributions. Changes will be deployed over five years. During 2017, fiscal revenues increased by 23.0%, while expenses fiscal increased by 22.0%. Reduction in economic subsidies ((22)% since December 2016), in particular in the energy sector, contributed to fulfilling the fiscal targets of 2017.

The government managed to secure funding in domestic and international debt markets, issuing bonds both in Pesos and in foreign currency, while the country risk (measured by J.P. Morgan’s EMBI index + Arg.) strongly fell 103 basis points from 453 by late 2016 to 350 by late 2017. This reduction came along with a spread reduction from 91 basis points at the end of 2016 to only 22 basis points by the end of 2017 in Emerging Risk (measured by J.P. Morgan’s EMBI index + Arg.).

Inflation

Argentina has faced and continues to face inflationary pressures. From 2011 to date, Argentina experienced increases in inflation as measured by CPI and WPI that reflected the continued growth in the levels of private consumption and economic activity (including exports and public and private sector investment), which applied upward pressure on the demand for goods and services.

On January 8, 2016, based on its determination that the INDEC had failed to produce reliable statistical information, particularly with respect to CPI, GDP and foreign trade data, as well as poverty and unemployment rates, former President Macri declared a state of administrative emergency for the national statistical system and the INDEC until December 31, 2016. The INDEC suspended publication of certain statistical data pending reorganization of its technical and administrative structure to recover its ability to produce reliable statistical information. The INDEC published official CPI figures published by the City of Buenos Aires and the Province of San Luis for reference for the first four months of 2016. In June 2016, the INDEC began publishing an official inflation rate using its new methodology for calculating the CPI.

According to the available public information based on data from the City of Buenos Aires, CPI grew 38.0% in 2014, 26.9% in 2015, 41.0% in 2016 and 26.1% in 2017, while according to the data of the Province of San Luis, CPI grew 31.9% in 2013, 39.0% in 2014, 31.6% in 2015, 31.4% in 2016 and 24.3% in 2017.

The INDEC reported an increase of 4.2% in CPI for May 2016, while the CPI measured by the Argentine Congress reported an increase of 3.5%. Based on the most recent information published by the INDEC, the CPI for the months of July, August, September, October, November and December 2016 registered variations of 2.0%, 0.2%, 1.1%, 2.4%, 1.6% and 1.2%, respectively, compared to the respective prior month. According to INDEC’s CPI, inflation was 16.9% for the period from May to December 2016.

On July 11, 2017, the INDEC started to publish a national CPI (the “National CPI”). The National CPI is based on a survey conducted by INDEC and several provincial statistical offices in 39 urban areas encompassing each of the Republic’s provinces. Results are not reported by the provinces, but on a national level and for six statistical regions: the Greater Buenos Aires Metropolitan area (which is the CPI that resumed publication in June 2016), the Cuyo region, the Northeast region, the Northwest region, the Central (Pampeana) Region and the Southern (Patagonia) region. The inflation rate for June, July, August, September and October, November and December 2017 and January and February

2018 published by the INDEC using the National CPI methodology was 1.2%, 1.7%, 1.4%, 1.9%, 1.5 %, 1.4%, 3.1%, 1.8% and 2.4%, respectively. For the period of January through December 2017,2019, accumulated inflation using the National CPI was 24.6%.53.8% compared to 47.6% for 2018. In the past, the Argentine government has implemented programs to control inflation and monitor prices for essential goods and services, including attempts to freeze the price of certain supermarket products, and price support arrangements agreed between the Argentine government and private sector companies in several industries and markets that did not address the structural causes of inflation and failed to reduce inflation. Adjustments approved by the Argentine government in electricity and gas tariffs, as well as the increase in the price of gasoline have been passed through to prices, creating additional inflationary pressures.

The National CPI is prepared in accordance with current international standards and classifies individual consumption by purpose, previously used in the preparation of the former CPI. The adoption of the National CPI brings Argentina’s statistical practice in line with the OECD guidelines as well as the methodology followed by the statistical divisions of several international organizations, including the United Nations, World Bank, International Monetary Fund,IMF, Economic Commission for Latin America and the Caribbean, and the Inter-American Development Bank.

According to the INDEC, in 2017,2019 inflation was 24.8%53.8% while the core inflation rate (excluding regulated and seasonal goods prices) was 56.7%, aboveas compared to the 47.6% rate and 47.7% core inflation rate in 2018. This accounts for a rise of 6.2 and 8.9 percentage points, respectively, with regard to the 2018 inflation rate. Inflation was more or less volatile during 2019. After an increase in the first quarter of 2019, inflation decelerated until August, from 4.7% per month in March to 2.2% in July. However, after the devaluation following the PASO elections, prices accelerated and the inflation rate target byhit 4% in August and 5% in September, ending the currency authority, which was between 12% to 17%. Onyear with a monthly inflation rate of 3.7% in December 27, 2017,2019.

The greatest year-on-year price increases were recorded in the Central Bank adopted the inflation targets set by the Ministrynortheastern region of the Treasury forcountry (57.6%), northwestern region of the next three years, including targetscountry (55.5%), Cuyo region (54.7%) and Patagonia region (54%) while in the City of 15% for 2018, 10% forBuenos Aires and Greater Buenos Aires inflation was below the average (52.9%).

174 

As regards inflation components in 2019, and 5% by the end of 2020, adjusting the pace of reduction announced in 2017 by one year. In the past, the Argentine government implemented programs to control inflation and monitor prices for essential goods and services, including attempts to freeze the prices of certain supermarket products, and price support arrangements agreed betweengoods increased by 58.4% while prices of services increased by 45.7%. As in 2018, such increase was due to the Argentine government and private sector companiesstrong peso devaluation, as the rise in several industries and markets.the exchange rate impacts more on goods than on services due to the tradable nature of goods.

During periods of high inflation, effective wages and salaries tend to fall and consumers adjust their consumption patterns to eliminate unnecessary expenses. The increase in inflationary risk may erode macroeconomic growth and further limit the availability of financing, causing a negative impact on our operations. See “Item 3.D—Risk Factors—Risks Relating to Argentina—If the current levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected.”

Inflation increases also have a negative impact on our administrative expenses, in particular our payroll and social security charges.

The Financial System

In 2015, totalDuring 2019 the management of the financial system liquidity was a key issue given the significant market uncertainty that caused material outflows of deposits increased by Ps.375.0 billion, representing a 38.3%in U.S. dollars industry-wide. The broad liquidity ratio (including not only cash but also Central Bank instruments and the 2020 Argentine Treasury Bonds recorded as reserve requirements) of the banks in aggregate reached 58.8% of deposits in December 2019, recording an increase from 2014,of more than 300 basis points as reportedcompared to the prior year, according to information published by the Central Bank. Public

In addition, solvency ratios in the financial system continued to be historically high. The regulatory capital adequacy ratio of the sector deposits increased by Ps.33.6 billion in 2015, representing a 13.1% increase from 2014. Non-financial private sector deposits increased by Ps.337.3 billion in 2015, representing a 47.2% increase from 2014, primarily driven by a Ps.263.5 billion increase, or a 40.7% increase in Peso deposits. Further, in 2015, foreign currency deposits increased by Ps.78.8 billion or 101.8%. In termstotaled 17.4% of Peso deposits, the most significant were time deposits, which increased by Ps.159.0 billion or 56.1% from 2014, followed by savings accounts, registering a Ps.57.7 billion increase or 32.8% increase from 2014, and checking accounts, which increased by Ps.42.0 billion or 25.2% from 2014.

The Central Bank reported that total loans increased by Ps.245.6 billion in 2015, representing a 36.9% increase from 2014. Non-financial private sector loans increased by Ps.223.9 billion or 37.1% from 2014. This increase was mainly duerisk weighted assets (RWA), according to an increase in loans denominated in Pesos, which grew by Ps.208.5 billion or 37.0% from 2014, while foreign currency loans increased by Ps.10.5 billion or 37.0%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.21.9 billion or 33.7% and secured loans increased by Ps.54.6 billion or 39.5%. With respect to consumer credit, credit card loans increased by Ps.65.7 billion or 54.2% and personal loans grew by Ps.44.0 billion or 37.4%.  Finally, mortgages and pledge loans each registered an increase of Ps.7.4 billion, representing an increase of 15.4% and 22.6%, respectively.

In 2016, total deposits increased by Ps.613.1 billion, representing a 45.2% increase from 2015, as reportedthe December data published by the Central Bank. Public sector deposits increased by Ps.145.4 billion in 2016, representingBank, which represents a 50.2% increase from 2015. Non-financial private sector deposits increased by Ps.463.4 billion in 2016, representing a 44.0% increase from 2015, primarily driven by a Ps.243 billion increase, or a 26.7% increase in Peso deposits and by Ps.231.3 billion in 2016, representing a 44.0% increase in foreign currency deposits. In terms of Peso deposits, the most significant were savings

accounts, registering a Ps.97.5 billion increase or 41.8% increase from 2015 followed by checking accounts, which increased by Ps.80.2 billion or 38.6% from 2015 and time deposits, which increased by Ps.54.6 billion or 12.3% from 2015.two times excess adequacy (201%) according to applicable regulations.

The Central Bank reported that total loans increased by Ps.257.0 billion in 2016, representing a 28.3% increase from 2015. Non-financial private sector loans increased by Ps.266.2 billion or 32.5% from 2015. This increase was mainly due to an increase in foreign currency loans, which grew by Ps.105.2 billion or 272.6% from 2015, while loans denominated in local currency increased by Ps.147.3 billion or 19.2%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.14.5 billion or 16.6% and secured loans increased by Ps.9.2 billion or 4.8%. With respect to consumer credit, credit card loans increased by Ps.46.7 billion or 24.6% and personal loans grew by Ps.60.1 billion or 37.3%.  Finally, mortgages and pledge loans each registered an increase of Ps.5.7 and Ps.13.1 billion, representing an increase of 10.4% and 32.7%, respectively.

In 2017, total deposits increased by Ps.477.4 billion, representing a 24.3% increase from 2016, as reported by the Central Bank. Public sector deposits increased by Ps.19.6 billion in 2017, representing a 4.5% increase from 2016. Non-financial private sector deposits increased by Ps.452.5 billion in 2017, representing a 29.8% increase from 2016, primarily driven by a Ps.294.8 billion increase, or a 25.5% increase in Peso deposits and by Ps.182.9 billion increase, or a 47.2% increase in foreign currency deposits. In terms of Peso deposits, the most significant were savings accounts, registering a Ps.144.9 billion increase or 43.8% increase from 2016 followed by time deposits, which increased by Ps.107.2 billion or 21.5% from 2016 and checking accounts, which increased by Ps.29.8 billion or 10.3% from 2016.

The Central Bank reported that non-financial private sector loans increased by Ps.546.7Ps.546.7 billion or 51.7% from 2016. This increase was mainly due to an increase in foreign currency loans, which grew by Ps.134.1 billion or 93.3% from 2016, while loans denominated in local currency increased by Ps.413.3 billion or 45.2%. The total amount of Peso loans increased in every category. With respect to loans to businesses, overdrafts increased by Ps.18.2 billion or 17.9% and secured loans increased by Ps.88.2 billion or 43.9%. With respect to consumer credit, credit card loans increased by Ps.56.4 billion or 23.8% and personal loans grew by Ps.130.7 billion or 59.1%. Finally, mortgages and pledge loans each registered an increase of Ps.68.8 and Ps.35.1 billion, representing an increase of 112.6% and 65.8%, respectively.

Throughout 2016, the new authorities ofIn 2018, total deposits increased by Ps.1,597.6 billion, representing a 66.6% increase from 2017, as reported by the Central Bank pursued monetary stability throughBank. Non-financial private sector deposits increased by Ps.1,196.1 billion in 2018, representing a monetary policy with inflation targets, financial stability focused on61.5% increase from 2017, primarily driven by a Ps.596.1 billion increase, or a 41.2% increase in Peso deposits and by Ps.600.0 billion increase, or a 120.9% increase in foreign currency deposits (expressed in dollars, foreign currency deposits increased by U.S.$2.6 billion or 9.7% from 2017). In terms of Peso deposits, the developmentmost significant were time deposits registering a Ps.516.6 billion increase or 70.7% followed by checking accounts which increased by Ps.231.3 billion or 44.4% and the deepening of the domestic financial system and the adoption of measures that promote bankarization, financial inclusion, and the use of electronic means of payment.savings accounts, which increased a Ps.231.3 billion or 44.4% from 2017.


 

Beginning in January 2017, the Central Bank implemented a scheme of inflation targets with annually decreasing objectives, originally until 2019, which uses the 7-day repo reference rate as the anchor of its inflation targeting regime. The Central Bank determined a “rates corridor”, definedreported that non-financial private sector loans increased by the spread between active and passive repo rates,Ps.523.8 billion or 32.6% from 2017. This increase was mainly due to an increase in foreign currency loans expressed in Pesos, which the monetary policy rate is derived. The inflation target range for 2016 was between 20.0%-25.0% and forgrew by Ps.302.6 billion or 108.9% from 2017 it was set between 12.0%-17.0%. In 2017, however, inflation failedmainly due to subside as expected, and the monetary policy rate was increased to quicken the pace of deceleration and minimize the impact of the upcoming adjustmentsdevaluation of the Argentinian Peso, while loans denominated in local currency increased by Ps.221.3 billion or 16.7%. With respect to regulated prices (electricityloans to businesses, overdrafts increased by Ps.20.8 billion or 17.4% and gas)secured loans decreased by Ps.37.2 billion or 12.9%. On December 27, 2017,With respect to consumer credit, credit card loans increased by Ps.91.0 billion or 31.0% and personal loans grew by Ps.62.4 billion or 17.7%. Furthermore, mortgages and pledge loans each registered an increase of Ps.80.8 and Ps.9.4 billion, representing an increase of 62.3% and 10.6%, respectively.

In 2019 private sector total deposits in the financial system increased by 25.4%, closing the year at Ps.3,935,385 million. By currency, deposits in Pesos ended the year at Ps.2,770,847 million, increasing by 35.5%, while deposits in U.S. dollars measured in Pesos slightly increased by 6.4% totaling Ps.1,164,538 million, while the same deposits measured in U.S. dollars dropped by 32.8% as a result of the outflows exit recorded following the uncertainty generated after the PASO elections. By type of deposit in the private sector in Pesos, the increase was led by checking accounts (7.67%) and, to a lesser extent, by savings deposit accounts (25.4%), while fixed term deposits recorded a lower activity (24.7%). Checking accounts had a good performance as from August 2019, increasing by 55.2% for the year, compared to 2018.

The Central Bank adoptedreported that non-financial private sector loans increased 15.3% and totaled Ps.2,462,891 million. Private sector loans in Pesos grew by 18.6%; the inflation targets setpoor performance was due to the high interest rates and the economic recession. On the other hand, a great dispersion in products was observed: pledge and personal loans dropped by 17% and 4.9%, respectively, mortgage loans increased only 2.1%, documents by 19.5% while advances and credit cards recorded the Ministry of the Treasury for the next three years, including targets of 15% for 2018, 10% for 2019best performance, rising 48.7% and 5% by the end of 2020, adjusting the pace of reduction announced in 2017 by one year.48.4%, respectively.

According to the Central Bank, ROAA was 3.0%5.1% in 2017,2019, as compared to 3.7%4.1% in 2016,2018, and ROAE for the financial system was 24.9%44.4% in 2017,2019, as compared to 29.7%36.1% in 2016.2018. Further, the Central Bank indicated that the net interest rate margin decrease was 10.4%21.8% of assets in 2017,2019, as compared to 11.4% of assets15.3% in 2016.2018. Net income from services represented 3.6%1.9% of assets in 2017,2019, as compared to 3.8%1.8% of assets in 2016.2018. Loan loss provisions resulting from the increase in private loan delinquencies totaled 1.0%1.8% of assets in 2017,2019, as compared to 0.8%1.5% of assets in 2016.2018.

The following table shows average loansArgentine Financial System Statistics from 2010 to the private sector in Argentina calculated on a daily basis:

 

 

Year ended December 31,

 

Change December 31,

 

 

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

 

 

 

(in millions of Pesos)

 

(in percentages)

 

Loans

 

 

 

 

 

 

 

 

 

 

 

Overdrafts

 

111,454.8

 

101,672.3

 

80,424.9

 

9.6

%

26.4

%

Promissory notes

 

226,346.0

 

179,359.5

 

153,542.2

 

26.2

%

16.8

%

Mortgage loans

 

82,527.2

 

55,750.3

 

49,973.0

 

48.0

%

11.6

%

Automobile and other secured loans

 

69,654.1

 

43,695.2

 

35,310.8

 

59.4

%

23.7

%

Personal loans

 

281,342.9

 

184,777.1

 

137,856.6

 

52.3

%

34.0

%

Credit cards

 

242,480.7

 

194,295.1

 

137,645.7

 

24.8

%

41.2

%

U$S loans

 

206,525.9

 

92,786.4

 

35,206.3

 

122.6

%

163.6

%

Others

 

42,836.6

 

36,678.8

 

43,141.8

 

16.8

%

(15.0

)%

Source: Central Bank.

2019.

The following table shows the average deposits from the private sector in Argentina calculated on a daily basis:

 

 

Year ended December 31,

 

Change December 31,

 

 

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

 

 

 

(in millions of Pesos)

 

(in percentages)

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

Checking accounts

 

434,781.2

 

340,292.6

 

290,072.2

 

27.8

%

17.3

%

Savings accounts

 

359,059.8

 

255,201.8

 

202,278.1

 

40.7

%

26.2

%

Time deposits

 

693,892.0

 

581,081.0

 

452,483.5

 

19.4

%

28.4

%

Private sector

 

1,603,057.3

 

1,170,012.2

 

832,231.7

 

37.0

%

40.6

%

Source: Central Bank.

The following table shows the average BADLAR rate calculated on a daily basis:

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

BADLAR Rate

 

23.25

%

19.88

%

27.25

%

TM20

 

23.69

%

NA

 

NA

 

Source: Central Bank.

Argentine Financial System Statistics from 20052010 to 2017.

The following table shows the 2005 to 20172019 evolution of major balance sheetfinancial statements items for the financial system:

 

 

December 31,

 

 

 

2005

 

2006

 

2007

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

(in millions of Pesos)

 

Assets

 

221,962

 

258,384

 

297,963

 

346,762

 

387,381

 

510,304

 

628,381

 

790,026

 

1,004,775

 

1,340,548

 

1,847,314

 

2,645,673

 

3,468,783

 

Liabilities

 

195,044

 

225,369

 

261,143

 

305,382

 

339,047

 

452,752

 

558,264

 

699,205

 

883,086

 

1,172,335

 

1,620,451

 

2,348,461

 

3,067,587

 

Shareholders’ equity

 

26,918

 

33,014

 

36,819

 

41,380

 

48,335

 

57,552

 

70,117

 

90,820

 

121,689

 

168,213

 

226,863

 

297,212

 

401,196

 

Capital, contributions, reserves

 

37,440

 

36,859

 

37,930

 

38,571

 

39,538

 

41,204

 

44,587

 

59,395

 

73,219

 

89,307

 

126,264

 

212,157

 

311,814

 

Retained earning

 

(10,522

)

(3,845

)

(1,172

)

2,809

 

8,797

 

16,348

 

25,530

 

31,426

 

48,471

 

78,907

 

100,600

 

85,055

 

89,382

 

Loans

 

84,171

 

103,668

 

132,157

 

154,719

 

169,868

 

230,127

 

332,317

 

433,925

 

563,344

 

649,206

 

886,046

 

1,136,954.6

 

1,691,214

 

Non-financial public sector

 

25,836

 

20,874

 

16,772

 

17,083

 

20,570

 

25,907

 

31,346

 

39,951

 

48,438

 

51,470

 

75,254

 

52,25

 

37,738

 

Financial sector

 

2,450

 

4,962

 

5,030

 

4,793

 

4,052

 

5,018

 

9,263

 

10,299

 

13,049

 

10,729

 

13,199

 

26,426

 

44,306

 

Non-financial private sector

 

55,885

 

77,832

 

110,355

 

132,844

 

145,247

 

199,202

 

291,708

 

383,674

 

501,857

 

604,062

 

819,174

 

1,085,655

 

1,655,049

 

Provisions

 

(4,930

)

(3,728

)

(4,089

)

(4,744

)

(5,824

)

(6,232

)

(7,173

)

(9,596

)

(13,117

)

(17,054

)

(21,581

)

(27,952

)

(45,879

)

Deposits

 

136,492

 

170,898

 

205,550

 

236,217

 

271,853

 

376,344

 

462,517

 

595,764

 

752,422

 

979,388

 

1,355,353

 

1,969,029

 

2,445,998

 

Non-financial public sector

 

34,019

 

45,410

 

48,340

 

67,151

 

69,143

 

115,954

 

129,885

 

163,691

 

202,434

 

256,996

 

291,104

 

441,890

 

457,657

 

Non-financial private sector

 

100,809

 

123,431

 

155,048

 

166,378

 

199,278

 

257,595

 

328,463

 

427,857

 

544,331

 

720,645

 

1,062,590

 

1,521,687

 

1,981,988

 

  December 31,
  2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
  (in millions of Pesos)
Assets 510,304  628,381  790,026  1,004,775  1,340,548  1,847,314  2,645,673  3,468,783  5,531,805  6.733,723 
Liabilities 452,752  558,264  699,205  883,086  1,172,335  1,620,451  2,348,461  3,067,587  4,921,168  5,836,745 
Shareholders’ equity 57,552  70,117  90,820  121,689  168,213  226,863  297,212  401,196  610,637  896,979 
Capital, contributions, reserves 41,204  44,587  59,395  73,219  89,307  126,264  212,157  311,814  389,773  562,788 
Retained earning 16,348  25,530  31,426  48,471  78,907  100,600  85,055  89,382  224,521  334,190 
Loans 230,127  332,317  433,925  563,344  649,206  886,046  1,136,954.6  1,691,214  2,278,387  2,728,821 
Non-financial public sector 25,907  31,346  39,951  48,438  51,470  75,254  52,25  37,738  49,351  104,130 
Financial
sector
 5,018  9,263  10,299  13,049  10,729  13,199  26,426  44,306  61,653  58,154 
Non-financial private sector 199,202  291,708  383,674  501,857  604,062  819,174  1,085,655  1,655,049  2,254,400  2,721,077 
Provisions (6,232) (7,173) (9,596) (13,117) (17,054) (21,581) (27,952) (45,879) (87,016) (154,540)
Deposits 376,344  462,517  595,764  752,422  979,388  1,355,353  1,969,029  2,445,998  4,085,244  4,838,130 
Non-financial public sector 115,954  129,885  163,691  202,434  256,996  291,104  441,890  457,657  864,851  763,188 
Non-financial private sector 257,595  328,463  427,857  544,331  720,645  1,062,590  1,521,687  1,981,988  3,207,397  4,056,973 
                               

Source: Central BankBank. Figures are expressed in original currency, not adjusted for inflation.


The table below shows the evolution of the number of financial institutions in the system:

  December 31,
  2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
  (in millions of Pesos)
Banks 64  64  65  66  65  62  63  62  63  63 
Public banks 12  12  12  12  12  13  13  13  13  13 
Private banks 52  52  53  54  53  49  50  49  50  50 
Private argentine capital banks 32  31  33  34  33  32  33  33  34  34 
Foreign capital domestic banks 11  12  11  11  11  10  10  9  9  9 
Foreign financial institution branch banks 9  9  9  9  9  7  7  7  7  7 
Financial companies 14  14  14  15  15  15  14  14  14  15 
Credit unions 2  2  2  1  1  1  1  1  1  0 
Total financial institutions 80  80  81  82  81  78  78  77  78  78 

 

 

 

December 31,

 

 

 

2005

 

2006

 

2007

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

Banks

 

71

 

72

 

67

 

67

 

66

 

64

 

64

 

65

 

66

 

65

 

62

 

63

 

62

 

Public banks

 

13

 

12

 

12

 

12

 

12

 

12

 

12

 

12

 

12

 

12

 

13

 

13

 

13

 

Private banks

 

58

 

60

 

55

 

55

 

54

 

52

 

52

 

53

 

54

 

53

 

49

 

50

 

49

 

Private argentine capital banks

 

34

 

35

 

33

 

33

 

32

 

32

 

31

 

33

 

34

 

33

 

32

 

33

 

33

 

Foreign capital domestic banks

 

12

 

13

 

12

 

12

 

12

 

11

 

12

 

11

 

11

 

11

 

10

 

10

 

9

 

Foreign financial institution branch banks

 

11

 

11

 

9

 

9

 

9

 

9

 

9

 

9

 

9

 

9

 

7

 

7

 

7

 

Financial companies

 

16

 

16

 

16

 

15

 

15

 

14

 

14

 

14

 

15

 

15

 

15

 

14

 

14

 

Credit unions

 

2

 

2

 

2

 

2

 

2

 

2

 

2

 

2

 

1

 

1

 

1

 

1

 

1

 

Total financial institutions

 

89

 

90

 

85

 

84

 

83

 

80

 

80

 

81

 

82

 

81

 

78

 

78

 

77

 

Source: Central Bank

Bank. Figures are expressed in original currency, not adjusted for inflation.

The graph below shows the evolution of loans and deposits growth in Argentina:

Source: Central BankBank. Figures are expressed following Argentine Banking GAAP as of Decemnber 31, 2019 and therefore do not apply IFRS 9 provisions, and they are in original currency and not adjusted for inflation.


The graph below shows the evolution of the private loans portfolio composition in Argentina:

Source: Central Bank

Bank. Figures are expressed following Argentine Banking GAAP as of Decemnber 31, 2019 and therefore do not apply IFRS 9 provisions, and they are in original currency and not adjusted for inflation.

The graph below shows the evolution of non-performing loan ratios in Argentina:

Source: Central BankBank. Figures are expressed following Argentine Banking GAAP as of Decemnber 31, 2019 and therefore do not apply IFRS 9 provisions, and they are in original currency and not adjusted for inflation.


The following graph shows the evolution of non-performing loans coverage, measured as allowances over non-performing loans:

Source: Central Bank

Bank. Figures are expressed following Argentine Banking GAAP as of Decemnber 31, 2019 and therefore do not apply IFRS 9 provisions, and they are in original currency and not adjusted for inflation.

The following graphs show the evolution of ROAA and ROAE in Argentina:

Source: Central Bank. Figures are expressed following Argentine Banking GAAP as of Decemnber 31, 2019 and therefore do not apply IFRS 9 provisions, and they are in original currency and not adjusted for inflation.


 

Source:  Central Bank

Source: Central BankBank. Figures are expressed following Argentine Banking GAAP as of Decemnber 31, 2019 and therefore do not apply IFRS 9 provisions, and they are in original currency and not adjusted for inflation.

The following tables show market share of Argentine banks in terms of assets, loans and deposits as of December 31, 20172019 according to the Central Bank:

Market Share of Assets

 

Market Share of Loans

Banco de la Nación Argentina S.A.19.7% Banco de la Nación Argentina S.A.17.2%
Banco Santander Río S.A.9.2% Banco de Galicia y Buenos Aires S.A.11.1%
Banco de Galicia y Buenos Aires S.A.8.9% Banco Santander Río S.A.9.8%
Banco de la Provincia de Buenos Aires8.1% Banco de la Provincia de Buenos Aires8.8%
BBVA Banco Francés S.A.6.4% Banco Macro S.A.8.0%
Banco Macro S.A.6.3% BBVA Banco Francés S.A.6.8%
HSBC Bank Argentina S.A.4.4% Banco de la Ciudad de Buenos Aires4.2%
Banco de la Ciudad de Buenos Aires3.7% HSBC Bank Argentina S.A.3.9%
Credicoop Cooperativo Limitado3.4% ICBC S.A.3.4%
ICBC S.A.3.3% Banco Patagonia S.A.3.1%
Citibank N.A.2.8% Banco Supervielle S.A.2.9%
Banco Patagonia S.A.2.8% Banco de la Provincia de Córdoba S.A.2.1%
Banco de la Provincia de Córdoba S.A.2.1% BICE SA1.7%
Banco Supervielle S.A.2.0% Itau Argentina1.5%
Nuevo Santa Fe1.4% Banco Hipotecario S.A.1.4%

 

Market Share of Assets

Deposits

Banco de la Nación Argentina S.A.

20.5

%

23.0%

Banco Santander Río S.A.

9.6

%

9.8%

Banco de la Provincia de Buenos Aires

8.8

%

9.3%

Banco de Galicia y Buenos Aires S.A.

8.6

%

8.2%

BBVA Banco Francés S.A.

6.4

%

6.1%

Banco Macro S.A.

6.1

%

5.4%

HSBC Bank Argentina S.A.

3.6

%

4.5%

Banco de la Ciudad de Buenos Aires

3.3

%

4.0%

ICBC S.A.

3.2

%

Credicoop Cooperativo Limitado

3.0

%

3.8%

ICBC S.A.

2.7%
Citibank N.A.2.5%
Banco Patagonia S.A.

2.7

%

2.5%

Banco Supervielle SA

2.6

%

Citibank N.A.

2.0

%

Banco de la Provincia de Córdoba S.A

S.A.

1.9

%

2.4%

Banco HipotecarioSupervielle S.A.

1.9%
Nuevo Santa Fe

1.7

%

1.4%

 

Market Share of Loans

Banco de la Nación Argentina S.A.

13.9

%

Banco Santander Río S.A.

9.8

%

Banco de la Provincia de Buenos Aires

9.8

%

Banco de Galicia y Buenos Aires S.A.

9.4

%

BBVA Banco Francés S.A.

7.3

%

Banco Macro S.A.

7.2

%

HSBC Bank Argentina S.A.

3.9

%

Banco de la Ciudad de Buenos Aires

3.8

%

ICBC S.A.

3.6

%

Banco Patagonia S.A.

3.3

%

Banco Supervielle SA

3.0

%

Credicoop Cooperativo Limitado

2.7

%

Banco de la Provincia de Córdoba S.A

1.9

%

Banco Hipotecario S.A.

1.9

%

Nuevo Santa Fe

1.6

%

Market Share of Deposits

Banco de la Nación Argentina S.A.

23.2

%

Banco de la Provincia de Buenos Aires

10.6

%

Banco Santander Río S.A.

9.6

%

Banco de Galicia y Buenos Aires S.A.

8.2

%

BBVA Banco Francés S.A.

6.3

%

Banco Macro S.A.(1)

5.4

%

Credicoop Cooperativo Limitado

3.6

%

Banco de la Ciudad de Buenos Aires

3.6

%

HSBC Bank Argentina S.A.

3.5

%

Banco Patagonia S.A.

2.8

%

ICBC S.A.

2.7

%

Banco Supervielle SA

2.5

%

Banco de la Provincia de Córdoba S.A

2.3

%

Nuevo Santa Fe

1.5

%

Citibank N.A.

1.4

%

Source: Central Bank.

180 

 

With respect to the distribution network, as of December 31, 2017,2019, the financial system had 4,497773 branches, 6,358601 self-service terminals and 14,70717,240 ATMs, with coverage throughout Argentina.

The table below shows the distribution of the network by jurisdiction as of December 31, 2017.2019.

Jurisdiction Branches ATMs Self-Service
Terminals
City of Buenos Aires 855 2,717 1,832
Buenos Aires 1,504 5,245 2,198
Catamarca 26 180 28
Córdoba 497 1,749 542
Corrientes 107 349 69
Chaco 68 396 72
Chubut 72 282 92
Entre Ríos 138 546 205
Formosa 29 160 20
Jujuy 35 220 86
La Pampa 109 215 31
La Rioja 28 158 36
Mendoza 179 688 335
Misiones 67 340 136
Neuquén 93 360 99
Río Negro 82 310 149
Salta 73 386 156
San Juan 41 226 88
San Luis 50 201 81
Santa Cruz 51 218 65
Santa Fe 487 1,507 1,021
Santiago del Estero 60 266 52
Tucumán 97 411 160
Tierra del Fuego 25 110 48
Total 4,773 17,240 7,601

 

Jurisdiction

 

Branches

 

ATMs

 

Self-Service
Terminals

 

City of Buenos Aires

 

843

 

2,534

 

1,575

 

Buenos Aires

 

1,449

 

4,578

 

1,766

 

Catamarca

 

22

 

84

 

19

 

Córdoba

 

437

 

1,518

 

450

 

Corrientes

 

77

 

267

 

52

 

Chaco

 

65

 

317

 

53

 

Chubut

 

69

 

258

 

82

 

Entre Ríos

 

132

 

475

 

182

 

Formosa

 

26

 

129

 

14

 

Jujuy

 

34

 

189

 

76

 

La Pampa

 

73

 

172

 

26

 

La Rioja

 

27

 

105

 

24

 

Mendoza

 

173

 

494

 

261

 

Misiones

 

65

 

287

 

103

 

Neuquén

 

80

 

276

 

84

 

Río Negro

 

75

 

254

 

118

 

Salta

 

69

 

328

 

134

 

San Juan

 

40

 

186

 

73

 

San Luis

 

51

 

175

 

70

 

Santa Cruz

 

48

 

169

 

52

 

Santa Fe

 

477

 

1,224

 

912

 

Santiago del Estero

 

54

 

230

 

41

 

Tucumán

 

87

 

367

 

145

 

Tierra del Fuego

 

24

 

91

 

46

 

Total

 

4,497

 

14,707

 

6,358

 

Presentation of Financial Statements in Pesos. Inflation.

Inflation.

Historically, inflation in Argentina has played a significant role in influencing the economic conditions in Argentina and, in turn, the operations and financial results of companies operating in Argentina, such as Grupo Supervielle.

Argentina has faced and continues to face inflationary pressures. From 2011 to date, Argentina experienced increases in inflation as measured by the wholesale price index WPI that reflected the continued growth in the levels of private consumption and economic activity (including exports and public and private sector investment), which applied upward pressure on the demand for goods and services.

During periods of high inflation, effective wages and salaries tend to fall and consumers tend to accelerate their consumption patterns and also eliminate unnecessary expenses. The increase in inflationary risk may erode macroeconomic growth and further limit the availability of financing, causing a negative impact on our operations.

However, the government expects to reduce the current level of inflation promoting monetary stability and introducing a program for the systematic and sustainable lowering of inflation. WPI decreased to 19% from 35% in 2017.

IAS 29 requires that financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, be stated in terms of the measuring unit current at the end of the reporting period. IAS 29 does not establish a set inflation rate beyond which an economy is deemed to be experiencing hyperinflation. However, hyperinflation is commonly understood to occur when changes in price levels are close to or exceed 100% on a cumulative basis over the last three years, along with other several macroeconomic-related qualitative factors.

Despite the high inflation rates in Argentina in recent years, we conducted an analysis pursuant to the Following this criteria, set forth in IAS 29 and we have determined that Argentina does not qualify as a hyperinflationary economy for any of the years included in our audited consolidated financial statements included in this annual report. Once we have completed our transition to IFRS, if we determine that Argentina qualifies as a hyperinflationary economy, we may need to restate our audited consolidated financial statements and other financial information. In making our determination, we considered the lack of objective data available regarding the CPI; the existence of other qualitative and quantitative indicators, such as the program established by the Argentine Central Bank to foster monetary stability that aims to induce a systematic and sustainable low inflation rate, the alternative WPI, according to which the inflation rate was below 100% in the three-year cumulative period ended December 31, 2017; and that the market has evidenced a strong downward trend in inflation rates during December 2017. We believe that our analysis and conclusion is consistent with that of most public entities in Argentina. We reassess inflation data periodically to determine whether this conclusion continues to be applicable. See “Item 3.D. Risk Factors—Risks Relating to Argentina—If the high levels of inflation continue, the Argentine economy maymust be considered hyperinflationary for purposes ofaccording to IAS 29 which couldstarting July 1, 2018. As a consequence, financial statements for the year ended on December 31, 2019 have an impact on our auditedbeen stated in terms of the measuring unit current at the consolidated financial statements and other financial information, and we may need to adjust or restate our audited consolidated financial statements and other information.”statement date.

181 

Notwithstanding the foregoing, certain macroeconomic indicators have experienced a significant annual variation, a fact that must be considered when evaluating and interpreting our results of operations and financial condition as reflected in our audited consolidated financial statements included in this annual report. See “Item 3.D. Risk Factors—Risks Relating to Argentina—Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition.”

 

The following table shows the rate of inflation, as measured by the variations in the WPI and the CPI, according to INDEC and the evolution of the CERreference stabilization coefficient (“CER”, per its Spanish acronym) index and UVA used to adjust the principal of certain of our assets and liabilities, for the periods indicated.  The accuracy of the measurements of INDEC is in doubt, and the actual CPI and WPI for periods prior to January 2016 could be substantially higher than those indicated by INDEC.  On January 8, 2016, Decree No. 55/2016 was issued by the Argentine government declaring a state of administrative emergency on the national statistical system and on the official agency in charge of the system, the INDEC, until December 31, 2016. Following the declared emergency, the INDEC ceased publishing statistical data until it rearranged its technical and administrative structure. During the implementation of these reforms, however, INDEC used official CPI figures and other statistics published by the Province of San Luis and the City of Buenos Aires.  Despite these expected reforms, there is uncertainty as to whether official data will be sufficiently corrected and within what time period such data will be corrected, and what effect these reforms will have on the Argentine economy. According to the most recent publicly

available information based on data from the City of Buenos Aires, as shown in the second table below, CPI grew 26.6% in 2013, 38.0% in 2014, 26.9% in 2015, 41.0% in 2016 and 26.1% in 2017. According to the INDEC’s CPI figures, inflation was 16.9% between May and December 2016. The INDEC reported a cumulative variation of the CPI of 24.8% for 2017, while the CPI measured by the Argentine Congress registered an increase of 24.6%. The CPI variation was of 1.8% for the month of January 2018, compared to the previous month. For information on INDEC figures see “Item 3.D. Risk Factors—Risks Relating to Argentina—Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition” and “Item 3.D. Risk Factors—Risks Relating to Argentina—If the current levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected.”

 

Year ended December 31,

 

 Year ended December 31,

 

2017

 

2016

 

2015

 

 2019 2018 2017

 

(in percentages)

 

 (in percentages)

Price Indices:(1)

 

 

 

 

 

 

 

Price Indices:(1)         

WPI

 

18.8

%

34.5

%(***)

10.6

%(*)

 58.5%  73.5%  18.8% 

CPI

 

24.8

%(**)

16.9

(****)

11.9

%(*)

 53.8%  47.6%  24.8% 

Adjustment Index:

 

 

 

 

 

 

 

         

CER

 

22.6

%

35.72

%

15.09

%

 51.6%  47.2%  22.6% 

UVA(2)

 

21.15

%

17.26

%

 

 51.84%  46.86%  21.15% 

 


(1)Source: INDEC.
(2)UVAs are inflation adjusted units introduced in September 2016. 

(1)  Source:  INDEC.

(2)  Source:  Acquisition Value Unit (Unidad de Valor Adquisitivo) (the base value as of March 31, 2016 was Ps.14.05).

*  Through October 31, 2015, the last day on which such information was reported by INDEC.

**  Calculated based on the National CPI method used by INDEC, which replaced the previous CPI in February 2014.

***  The INDEC did not publish the WPI for the last two months of 2015, and resumed publishing WPI data in May 2016, reporting that the WPI grew 34.5% in 2016

****  The INDEC did not publish the CPI for the last two months of 2015, and resumed publishing CPI data in May 2016, reporting that the CPI grew 16.9% between April and December 2016

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

 

 

(in percentages)

 

Price Index:

 

 

 

 

 

 

 

 

 

City of Buenos Aires CPI*

 

26.1

%

41.0

%

26.9

%

38.0

%


* Calculated based on the Macri administration’s alternative CPI index based on data from the City of Buenos Aires.

Currency Composition of Our Balance Sheet

our Consolidated Financial Statements

The following table sets forth our assets and liabilities denominated in Pesos, in Pesos adjusted by the CER and UVA and in foreign currency, at the dates indicated.

 

 

As of December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

(in thousands of Pesos)

 

Assets

 

 

 

 

 

 

 

In Pesos

 

71,109,253

 

43,704,277

 

30,171,309

 

In Pesos, adjusted by CER and UVAs(1)

 

1,629,912

 

504

 

1,545

 

In Foreign Currency(2) (3)

 

21,232,113

 

10,501,261

 

2,872,963

 

Total Assets

 

93,971,278

 

53,206,042

 

33,045,817

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

In Pesos, Unadjusted, Including Shareholders’ Equity

 

75,837,484

 

43,192,571

 

30,177,605

 

In Pesos, Adjusted by CER and UVAs(1)

 

10,296

 

4,193

 

2,737

 

In Foreign Currency(3) (4)

 

18,123,498

 

10,009,278

 

2,865,475

 

Total Liabilities and Shareholders’ Equity

 

93,971,278

 

53,206,042

 

33,045,817

 

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  (in thousands of Pesos)
Assets         
In Pesos, unadjusted 95,896,845  143,945,976  156,102,012 
In Pesos, adjusted by CER 10,869,018  8,644,021  3,701,966 
In Foreign Currency(1) 41,918,828  65,442,813  48,223,810 
Total Assets 148,684,691  218,032,810  208,027,788 
Liabilities and Shareholders’ Equity         
In Pesos, unadjusted, including Shareholders’ Equity 109,265,568  155,348,939  166,841,090 
In Pesos, Adjusted by the CER 1,454,200  128,807  23,385 
In Foreign Currency(1) 37,964,923  62,555,064  41,163,313 
Total Liabilities and Shareholders’ Equity 148,684,691  218,032,810  208,027,788 

 


(1)Converted into Pesos based on the reference exchange rates reported by the Central Bank for December 31, 2019 (U.S.$ 1.00 to Ps.59.895), December 31, 2018 (U.S.$ 1,00 to Ps.37.8083) and December 31, 2017 (U.S.$ 1.00 to Ps.18.7442).

(1)   UVAs (unidades de valor adquisitivo) are inflation adjusted units introduced in September 2016.

(2)   As of December 31, 2017, includes Ps.20,773.2 million in U.S. dollars, Ps.338.9 million in euros and Ps.120.1 million in other foreign currency. As of December 31, 2016, includes Ps.10,302.9 million in U.S. dollars, Ps.126.0 million in euros and Ps.72.3 million in other foreign currency. As of December 31, 2015, includes Ps.2,780.9 million in U.S. dollars, Ps.32.8 million in euros and Ps.59.3 million in other foreign currency.

(3)   Converted into Pesos based on the reference exchange rates reported by the Central Bank for December 31, 2017 (U.S.$1.00 to Ps.18.7742), December 31, 2016 (U.S.$1.00 to Ps.15.8502) and December 31, 2015 (U.S.$1.00 to Ps.13.0050).

(4)   As of December 31, 2017, includes Ps.17,822.4 million in U.S. dollars, Ps.299.7 million in euros and Ps.1.4 million in other foreign currency. As of December 31, 2016, includes Ps.9,875.7 million in U.S. dollars, Ps.132.4 million in euros and Ps.1.1 million in other foreign currency. As of December 31, 2015, includes Ps.2,836.7 million in U.S. dollars, Ps.27.5 million in euros and Ps.1.3 million in other foreign currency.

Critical Accounting Policies

In the preparation of our audited consolidated financial statements,, we have relied on variables and assumptions derived from historical experience and various other factors that we deemed reasonable and relevant. Although we review these estimates and assumptions in the ordinary course of business, the presentation of our financial condition and results of operation often requires our management to make judgments regarding the effects of matters that are inherently uncertain on the carrying value of our assets and liabilities and, consequently, our results of operations.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our audited consolidated financial statements.statements.


 

In order to provide an understanding about how management forms its judgments about future events, including the variables and assumptions underlying the estimates, and the sensitivity of those judgments to different variables and conditions, we summarize our main critical accounting policies under Argentine banking GAAP.IFRS.

a- Fair value of derivatives and other instruments

AllowancesThe fair value of financial instruments that do not list in active markets are measured through the use of valuation techniques. Such techniques are validated and regularly reviewed by qualified independent personnel of the area that developed such techniques. All models are evaluated and adjusted before being use in order to make sure that results express current information and comparative market prices. As long as possible, models use only observable information; however, factors such as credit risk (own or counterparty), volatilities and correlations require the use of estimates. Changes in assumptions regarding such factors may impact on the fair value reported for Loan Lossesfinancial instruments.

The information on instruments that have not been valuated based on the market information is included in Note 6. In this regard, the Senior Management decides whether significant risks and property benefits of financial assets and financial lease are transferred to the counterparty, especially those of higher risk.

The Bank and CCF record allowancesb- Allowances for loan losses

We assess on a forward-looking basis the expected credit losses (“ECL”) associated with respect to their portfolios in accordanceits debt instrument assets carried at amortised cost and at fair value through other comprehensive income, and with the rules established by the Central Bank. Under such regulations, theexposure arising from loan portfolio is divided into two classes:  consumercommitments and commercial. For consumer portfolio management, the minimumfinancial guarantee contracts. We recognize a loss allowance for loansuch losses is calculated primarily based on past due status. Forat each reporting date. The measurement of the classes, customers are allocated within one of six categories taking into consideration credit quality and the fulfillment of their obligations. Please see “Item 4.B Business overview—Argentine Banking Regulation.” In addition, the quality of guarantee backing the relevant loan must be considered in each case.ECL reflects:

Determining the loan loss reserve requires judgment and estimates from management. To classify its commercial loan portfolio, the Bank and CCF must consider the borrower’s ability to repay the debt in terms of such borrower’s estimated cash flow, the quality of its cash management, its present and projected financial situation, his or her payment history and ability to service debt, the borrower’s internal information and control systems and inherent risks in the sector in which the borrower conducts business.

Tarjeta and Espacio Cordial maintain allowances for loan losses in accordance with their internal policies, which do not differ significantly from those established by the Central Bank. Until the date of its sale, Cordial Microfinanzas maintained allowances for loan losses in accordance with its internal policies, which did not differ significantly from those established by the Central Bank.  For more information regarding the balances of the allowance for loan losses see Note 7 to our audited consolidated financial statements.

Allowances for Doubtful Accounts for Other Receivables from Financial Transactions and Miscellaneous Receivables

Our receivables from financial transactions and our miscellaneous receivables are exposed to losses due to uncollectible accounts. The allowance for doubtful accounts corresponding to financial transactions and miscellaneous receivables is determined on an account-by-account basis considering factors such as the borrower’s financial condition, past payment history, guarantees and past-due status. Future adjustments to the allowances may be necessary if future economic conditions differ substantially from the assumptions used in the assessment for each period.

In the case of our securitized portfolio, allowances for loan losses with respect to securitizations are maintained at the trust level, pursuant to Central Bank regulations. We then record our participations in loan securitizations based on the trust’s equity value. No additional allowances for participations in loan securitizations are required in our audited consolidated financial statements.

·An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
·The time value of money; and
·Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

For morefurther information, regarding the balances of the allowance for doubtful accounts, see Note 13note 1.12 to our audited consolidated financial statements.

c- Impairment of Non-Financial Assets

Accrued LitigationIntangible assets with definite useful life and property, plant and equipment are amortized or depreciated on a straight-line basis during their estimated useful life. We monitor the conditions associated with these assets to determine whether the events and circumstances require a review of the remaining amortization or depreciation term and whether there are factors or circumstances indicating impairment in the value of the assets which might not be recoverable.

Identifying the indicators of impairment of property, plant and equipment and intangible assets requires the use of judgment. We have concluded that there were no indicators of impairment for any of the years reported in its consolidated financial statements.

Assets with indefinite useful life are tested for impairment. This process require Management to make judgements, including the identification of cash-generating units, the identification and allocation of assets and liabilities to a cash-generating unit and the definition of their recoverable value. When calculating the recoverable value of a cash-generating unit, we use estimates and significant judgments and assumptions.

Although we believe that assumptions and forecasts used are suitable in virtue of the information available for the administration, changes in assumptions or circumstances may require changes in the assessment. Negative changes in assumptions used in impairment tests of assets with indefinite useful life may result in a potential impairment recognition.

183 

 

Ind- Structured Entities.

Assessing whether we control a structured entity, requires the normal coursemanagement to make judgments.

The management assesses its exposure to risks and rewards, as well as its ability to make decisions and direct the relevant activities of business,such structured entity. Structured entities controlled by us are subject to consolidation. The following elements were used to determine if we arecontrol a partystructured entity:

·The purpose and design of the trust;
·Identification of relevant activities of the trust;
·Decision-making process on these activities;
·If we have the power to direct the relevant activities of the trust;
·If we are exposed to, or has rights to, variable returns from its involvement with the trust; and
·If we have the ability to affect those returns through its power over the trust.

e- Income tax and deferred tax

A significant level of judgment is required to lawsuits of various types. We disclose in our audited consolidated financial statements contingent liabilities with respectdetermine current and deferred tax assets and liabilities. Current income tax is measured at the amount expected to existing or potential claims, lawsuits and other legal proceedings and record an accrual for litigation when itbe paid while deferred income tax is probable that future costs will be incurred and these costs can be reasonably estimated. These accruals aremeasured based on the specific circumstancestemporary differences between the carrying amount of each claim,assets and liabilities and their tax base, at the evolution of recent developments and the evaluation of our legal advisors. Changesrates expected to the accrual amounts may be needed if subsequent events differ substantially from the assumptions used in the assessment for each period. There were no changes to assumptions or methods used to establish accruals from year to year for litigation.

U.S. GAAP—Critical Accounting Policies

Additional information in connection with critical accounting policies for U.S. GAAP purposes is described as follows.

Allowance for Loan Losses

Under U.S. GAAP, the loan losses reserve should be in amounts adequate to cover inherent losses in the loan portfolioforce at the respective balance sheet dates. Specifically:time of reversal of such differences.

a) Loans considered impaired in accordance with ASC 310-10Deferred tax assets and Loss Carryforward are valued at the present value of therecognized when future taxable income is expected future cash flows discounted at the loan’s effective contractual interest rate, except that as a practical expedient a creditor may measure impairment based on a loans observable market priceto exist to offset such temporary differences or at the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. Under ASC 310-10, a loan is considered impaired when, based on current information, it is probable that the borrower will be unable to pay contractual interest or principal payments as scheduled in the loan agreement. ASC 310-10 applies to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogeneous loans that are collectively evaluated for impairment, loans carried at the lower of cost or fair value, debt securities, and leases.

b) In addition, following ASC 450-20, the amount of losses, incurred in the homogeneous loan pools is estimated based on the numberSenior Management’s assumptions about the amounts and timing of loans that will defaultsuch future taxable income. Then, it is necessary to determine whether tax assets are likely to be used and the loss in the event of default. Using modeling methodologies, the Group estimates the number of homogeneous loans that will default based on the individual loans’ attributes aggregated into pools of homogeneous loans with similar attributes. This estimate is based on the Group’s historical experience with the loan portfolio. The estimate is adjusted to reflect an assessment of environmental factors not yet reflected in the historical data underlying the lossoffset against future taxable income. Current results may differ from these estimates, such as changes in real estate values, localthe applicable tax laws or the outcome of the final review of the tax returns by tax authorities and national economies, underwriting standardstax courts.

Future taxable income and the regulatory environment. The probabilitynumber of defaulttax benefits likely to be available in the future are based on a loan is basedmedium term business plan prepared by management on an analysisthe basis of the movement of loans with the measured attributes from either current or any of the delinquency categories to default over a twelve-month period.reasonable expectations.

Many factors can affect Grupo Supervielle’s estimates of allowance for loan losses, including volatility of default probability, migrations and estimated loss severity.

A 10% decrease in the expected cash flows of significant impaired loans individually analyzed, could result in an additional impairment of approximately Ps.3.0 million.

A 10% increase in the historical loss ratios for loans collectively analyzed could result in an additional impairment of approximately Ps.196.0 million.

These sensitivity analyses do not represent management’s expectations of the deterioration in risk ratings or the increases in loss rates but are provided as hypothetical scenarios to assess the sensitivity of the allowance for loan and lease losses to changes in key inputs. We believe the risk ratings and loss severities currently in use are appropriate and represent management’s expectations about the credit risk inherent in its loan portfolio.

Determining the allowance for loan losses requires significant management judgments and estimates including, among others, identifying impaired loans, determining customers’ ability to pay and estimating the fair value of underlying collateral or the expected future cash flows to be received. Actual events are likely to differ from the estimates and assumptions used in determining the allowance for loan losses.

Fair Value Hierarchy

ASC 820-10, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

·                  Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·                  Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Inputs include the following:

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets;

c) Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means

·                  Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Determination of Fair Value

The Group identified and categorized different assets and liabilities measured at fair value in accordance with the requirements of FASB ASC 820.

Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters,

including interest rate yield curves, option volatilities and currency rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Group’s creditworthiness, liquidity and unobservable parameters that are applied consistently over time.

The Group believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Impairment of Assets Other Than Loans

Certain assets, such as goodwill and equity investments are subject to an impairment review. Asset impairment charges require considerable judgment and are recorded when market value declines below the carrying value, for declines other-than-temporary, or where the cost of the asset is deemed to not be recoverable.

Under U.S. GAAP, goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment. The Group analyzes qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

Goodwill impairment exists when the fair value of the reporting unit to which the goodwill is allocated is not enough to cover the book value of its assets and liabilities and the goodwill. The fair value of the reporting unit is estimated using discounted cash flow techniques. The sustained value of the majority of the goodwill is supported ultimately by revenue from credit-card business, included in “Consumer Finance” reporting unit.

The evaluation methodology for potential impairment is inherently complex and involves significant management judgment in the use of estimates and assumptions. These estimates involve many assumptions, including the expected results of the reporting unit, an assumed discount rate and an assumed growth rate for the reporting unit.

The Group has reviewed goodwill for impairment as of December 31, 2017 and 2016 and no impairment was recorded.

Deferred Tax Asset Valuation Allowance

Under U.S. GAAP, FASB ASC 740 “Income Taxes,” income taxes are recognized using the asset and liability method whereby deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and their respective tax basis. Deferred tax assets are also recognized if it is more likely than not those assets will be realized.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recorded or settled. The effect of a change in tax rates is recognized in income statement in the period when enacted. A valuation allowance is recognized for that component of net deferred tax assets which is “more likely than not” that it will not be realized. Under this pronouncement, an enterprise must use judgment in considering the relative impact of negative and positive evidence to determine if a valuation allowance is needed or not.

Securitizations

The Group has securitized certain of its personal, pledge and credit card loans originated by the Bank and CCF on their behalf through the transfers of such loans to special purpose trusts which issues multiple classes of bonds and certificates of participation.

Under U.S. GAAP, FASB ASC 810 “Consolidation” addresses consolidation of variable interest entities, as defined in the rules, which have certain characteristics.

The methodology for evaluating trust and transactions under the VIE requirements includes the following two steps:

1)             Determine whether the entity meets the criteria to qualify as a VIE and;

2)             Determine whether the Group is the primary beneficiary of a VIE.

In performing the first step the significant factors and judgments that were considered in making the determination as to whether an entity is a VIE includes:

·                  The design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders;

·                  The nature of the involvement with the entity;

·                  Whether control of the entity may be achieved through arrangements that do not involve voting equity;

·                  Whether there is sufficient equity investment at risk to finance the activities of the entity and;

·                  Whether parties other than the equity holders have the obligation to absorb expected losses or the right to received residual returns.

For each VIE identified, the Group performs the second step and evaluates whether it is the primary beneficiary of the VIE by considering the following significant factors and criteria:

·                  Whether the Group has the power to direct the activities that most significantly impact the VIE’s economic performance and;

·                  Whether the Group absorb the majority of the VIE’s expected losses or the Group receive a majority of the VIE’s expected residual returns.

Under FASB ASC 810, financial trusts were considered variable interest entities. The Group was deemed to be the primary beneficiary of these trusts and, therefore, the Group included them in its consolidated financial statements.

Results of Operations for the Years Ended December 31, 2017, 20162019, 2018 and 2015

2017

We discuss below: (i) our results of operations for the year ended December 31, 20172019 as compared with our results of operations for the year ended December 31, 2016;2018; and (ii) our results of operations for the year ended December 31, 20162018 as compared with our results of operations for the year ended December 31, 2015.2017.

184 

Attributable Comprehensive Income and Attributable Net Income

  Grupo Supervielle S.A.
  As of December 31 Change December 31,
  2019 2018 2017 2019/2018 2018/2017
  $ $ $ % %
  (in thousands of Pesos, except percentages)
Consolidated Income Statement Data IFRS               
Interest income 44,794,595  46,790,036  34,250,524  (4.3)% 36.6% 
Interest expenses (34,913,451) (26,787,390) (12,782,957) 30.3%  109.6% 
Net interest income 9,881,144  20,002,646  21,467,567  (50.6)% (6.8)%
Net income from financial instruments (NIFFI) at fair value through profit or loss 20,960,966  9,707,395  5,454,354  115.9%  78.0% 
Exchange rate difference on gold and foreign currency (324,070) 1,733,237  604,734  (118.7)% 186.6% 
NIFFI and Exchange Rate Differences 20,636,896  11,440,632  6,059,088  80.4%  88.8% 
Net Financial Income 30,518,040  31,443,278  27,526,655  (2.9)% 14.2% 
Services fee income 8,599,607  9,118,706  9,327,965  (5.7)% (2.2)%
Services fee expense (2,243,970) (2,181,620) (1,877,412) 2.9%  16.2% 
Income from insurance activities 1,393,356  1,305,522  1,383,709  6.7%  (5.7)%
Net Service Fee Income 7,748,993  8,242,608  8,834,262  (6.0)% (6.7)%
Sub Total 38,267,033  39,685,886  36,360,917  (3.6)% 9.1% 
Result from exposure to changes in the purchasing power of money (5,359,565) (9,253,021) (3,986,190) (42.1)% 132.1% 
Other operating income 2,755,267  3,805,134  2,827,476  (27.6)% 34.6% 
Loan loss provisions (7,736,868) (7,967,031) (6,204,348) (2.9)% 28.4% 
Net Operating Income 27,925,867  26,270,968  28,997,855  6.3%  (9.4)%
Personnel expenses 14,164,289  13,504,300  13,439,165  4.9%  0.5% 
Administration expenses 7,573,543  8,615,396  7,566,294  (12.1)% 13.9% 
Depreciations and impairment of non-financial assets 1,814,671  665,154  956,819  172.8%  (30.5)%
Other operating expenses 6,358,291  6,633,161  6,394,542  (4.1)% 3.7% 
Operating income (1,984,927) (3,147,043) 641,035  N.A.  N.A. 
Income / (loss) before taxes (1,984,927) (3,147,043) 641,035  N.A.  N.A. 
Income tax (168,695) (1,555,074) (1,802,869) (89.2)% (13.7)%
Net loss for the year (2,153,622) (4,702,117) (1,161,834) (54.2)% 304.7% 
Net loss for the year attributable to owners of the parent company (2,151,600) (4,658,050) (1,160,465) (53.8)% 301.4% 
Net loss for the year attributable to non-controlling interest (2,022) (44,067) (1,369) (95.4)% 3118.9% 
Other Comprehensive Income (47,833) 371,617  72,120  -112.9%  415.3% 
Other comprehensive income attributable to parent company (47,701) 371,231  72,100  -112.8%  414.9% 
Other comprehensive income attributable to non-controlling interest (132) 386  20  -134.2%  1830.0% 
Comprehensive Loss (2,201,455) (4,330,500) (1,089,714) (49.2)% 297.4% 
Comprehensive loss for the year attributable to owners of the parent company (2,199,301) (4,286,819) (1,088,365) (48.7)% 293.9% 
Comprehensive loss for the year attributable to non-controlling interest (2,154) (43,681) (1,349) (95.1)% 3137.7% 
Return on Average Shareholders’ Equity (9.1%) (16.2%) (4.7%)      
Return on Average Assets (1.1%) (1.9%) (0.6%)      

 

Guidelines Towards Conversion to IFRS

On February 12, 2014, the Central Bank, through Communication “A” 5541, established the general guidelines towards conversion to IFRS as issued by the International Accounting Standards Board (IASB) for preparing financial statements of the entities under its supervision with the temporary exception of paragraph 5.5 “Impairment” of IFRS 9 “Financial Instruments” (IFRS as issued by the IASB as adopted by the Central Bank).

According to such convergence process, IFRS have been adopted for the fiscal year beginning on January 1, 2018 and IFRS transition date pursuant to IFRS 1 “First-time Adoption of IFRS” was scheduled for January 1, 2017.

IFRS 1, First Time Adoption of International Financial Reporting Standards, is the guidance that is applied during preparation of a company’s first IFRS-based financial statements. IFRS 1 was created to help companies transition to IFRS and provides practical accommodations intended to make first-time adoption cost-effective. It also provides application guidance for addressing difficult conversion topics.

The key principle of IFRS 1 is full retrospective application of all IFRS standards that are effective as of the closing balance sheet or reporting date of the first IFRS financial statements. IFRS 1 requires companies to (i) identify the first IFRS financial statements; (ii) prepare an opening balance sheet at the date of transition to IFRS; (iii) select accounting policies that comply with IFRS and to apply those policies retrospectively to all of the periods presentedAttributable comprehensive income in the first IFRS financial statements; (iv) consider whether to apply any of the optional exemptions from retrospective application; (v) apply the mandatory exceptions from retrospective application; and (vi) make extensive disclosures to explain the

transition to IFRS. Exemptions provide limited relief for first-time adopters, mainly in areas where the information needed to apply IFRS retrospectively may be most challenging to obtain.

The Bank will present consolidated financial statements under IFRS as issued by the IASB, as adopted by the Central Bank for the first time in its consolidated financial statements for the year ended December 31, 2018, which will include comparative financial statements for the year ended December 31, 2017. The Bank will present unaudited consolidated interim financial statements under IFRS as issued by the IASB, as adopted by the Central Bank for the first time in its unaudited consolidated interim financial statements for the three months ended March 31, 2018, which will include comparative financial statements for the three months ended March 31, 2017. Note 33 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and IFRS, as they relate to us, and a reconciliation to IFRS of shareholders’ equity as of December 31, 2017 and January 1, 2017 and of net income for the year ended December 31, 2017. The figures shown in that note may be subject to change and may only be considered definitive when audited consolidated financial statements for fiscal year 2018 are released.

Results of Operations for the Years Ended December 31, 2017, 2016 and 2015

We discuss below: (i) our results of operations for the year ended December 31, 2017 as compared with our results of operations for the year ended December 31, 2016; and (ii) our results of operations for the year ended December 31, 2016 as compared with our results of operations for the year ended December 31, 2015.

Net Income

 

 

Year ended December 31,

 

Change December 31,

 

 

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

 

 

 

(in thousands of Pesos)

 

(in percentages)

 

Consolidated Income Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Argentine Banking GAAP

 

 

 

 

 

 

 

 

 

 

 

Financial Income

 

15,494,671

 

10,794,579

 

6,741,744

 

43.5

%

60.1

%

Financial Expenses(1)

 

(6,194,288

)

(4,866,525

)

(3,386,050

)

27.3

%

43.7

%

Gross Financial Margin

 

9,300,383

 

5,928,054

 

3,355,694

 

56.9

%

76.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Loan Loss Provisions

 

(1,820,169

)

(1,057,637

)

(543,844

)

72.1

%

94.5

%

 

 

 

 

 

 

 

 

 

 

 

 

Services Fee Income

 

4,973,272

 

3,527,516

 

2,835,708

 

41.0

%

24.4

%

Services Fee Expense

 

(1,495,848

)

(1,080,660

)

(778,492

)

38.4

%

38.8

%

Net Services Fee Income

 

3,477,424

 

2,446,856

 

2,057,216

 

42.1

%

18.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Income from Insurance Activities

 

479,061

 

606,143

 

175,947

 

(21.0

)%

244.5

%

Administrative Expenses

 

(8,390,622

)

(6,060,281

)

(4,261,402

)

38.5

%

42.2

%

 

 

 

 

 

 

 

 

 

 

 

 

Income from Financial Transactions

 

3,046,077

 

1,863,135

 

783,611

 

63.5

%

137.8

%

 

 

 

 

 

 

 

 

 

 

 

 

Miscellaneous Income

 

545,842

 

429,884

 

367,165

 

27.0

%

17.1

%

Miscellaneous Losses

 

(376,480

)

(458,946

)

(213,427

)

(18.0

)%

115.0

%

Miscellaneous Income / (Loss), Net

 

169,362

 

(29,062

)

153,738

 

682.8

%

(118.9

)%

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling Interest Result

 

(5,897

)

(22,166

)

(16,079

)

73.4

%

37.9

%

Income before income tax

 

3,209,542

 

1,811,907

 

921,270

 

77.1

%

96.7

%

Income Tax

 

(772,483

)

(500,603

)

(247,161

)

54.3

%

102.5

%

Net income for the period

 

2,437,059

 

1,311,304

 

674,109

 

85.9

%

94.5

%

Return on Average Assets(1)

 

3.5

%

3.2

%

2.5

%

 

 

 

 

Return on Average Shareholders’ Equity(2)

 

25.4

%

26.3

%

32.2

%

 

 

 

 


(1)  Includes losses related to NDF hedging transactions, which totaled Ps.0 million as of December 31, 2017 and Ps.0 million as of December 31, 2016 and Ps.228.2 million as of December 31, 2015.

(2)  Net income, divided by average assets, calculated on a daily basis.

(3)  Net income, divided by average shareholder equity, calculated on a daily basis.

The following table shows our yields on interest-earning assets and cost of funds:

 

 

As of December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Average
Balance

 

Rate

 

Average
balance

 

Rate

 

Average
balance

 

Rate

 

 

 

(in thousands of Pesos, except rates)

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Portfolio(1)

 

8,201,062

 

24,2

%

3,993,113

 

31.4

%

2,562,300

 

26.3

%

Loans

 

42,831,384

 

29.4

%

26,248,876

 

33.7

%

17,654,501

 

32.5

%

Other receivables from financial transactions(2)

 

1,643,903

 

23.9

%

694,063

 

31.5

%

303,044

 

17.7

%

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking and Savings accounts

 

12,839,525

 

0.0

%

7,431,318

 

0.1

%

4,903,695

 

0.1

%

Special checking accounts(3)

 

5,318,081

 

12.0

%

 

0.0

%

 

0.0

%

Time deposits

 

13,893,201

 

16.6

%

12,452,742

 

24.7

%

9,287,475

 

24.0

%

Borrowings from other financial institutions and unsubordinated negotiable obligations

 

7,963,979

 

23.4

%

2,550,226

 

29.1

%

1,651,911

 

25.6

%

Subordinated loans and negotiable obligations

 

1,319,046

 

9.7

%

1,285,162

 

10.0

%

800,088

 

10.2

%

Spread and Net Yield

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest spread, nominal basis

 

 

 

16.5

%

 

 

16.8

%

 

 

15.0

%

Net interest margin`

 

 

 

19.1

%

 

 

20.6

%

 

 

18.1

%


(1)         Includes securities issued by our securitization trusts and held by us, instruments issued by the Central Bank (LEBACs, NOBACs, and BOPOMs) and other government and corporate securities.

(2)         Includes overnight deposits and unlisted corporate bonds.

(3)         Special checking accounts refers to checking accounts for institutions which are allowed to pay interest.

Net income for 20172019 amounted to Ps.2.4a Ps.2.2 billion loss, as compared to a Ps.4.3 billion loss in 2018.

Attributable net income of Ps.1.3in 2019 amounted to a Ps.2.2 billion loss, as compared to a Ps.4.7 billion loss in 2016.

2018.

ROAA and ROAE were 3.5%(1.1%) and 25.4%(9.1%), respectively, for 2017,in 2019, as compared to 3.2%(1.9%) and 26.3%(16.2%), respectively, during 2016. For 2015, ROAA was 2.5% and ROAE was 32.2%. In the period ended December 31, 2017, ROAE reflected the temporary dilution that resulted from the capital raised in our follow-on equity offering on September 12, 2017 (including the subsequent exercise of the green shoe). This resulted2018.

185 

Attributable comprehensive income in 2018 amounted to a Ps.5.6Ps.4.3 billion increaseloss, as compared to a Ps.1.1 billion loss in the shareholder’s equity which fully impacted the fourth quarter of 2017, but only 15 days of the third quarter of 2017. Results in 2017 included (i) non-recurring net gains from the sale of Viñas del Monte and other non-strategic properties, and (ii) a Ps.50 million net loss due to impact of the appreciation of the Peso against the U.S. dollar between pricing and settlement of the Ps.4,768,170,000 global term note issued by the Bank in February 2017.

In 2016, ROAE reflected the temporary dilution that resulted from the capital raised in our IPO on May 19, 2016. Results in 2016 included a Ps.92.4 million net gain from the termination of the Supervielle Renta Inmobiliaria Financial Trust.

The following table sets forth net income by quarter for the four quarters in 2017 and 2016. In general, ourAttributable net income in the second half of the year is higher than2018 amounted to a Ps.4.7 billion loss, as compared to a Ps.1.2 billion loss in the first half, mainly due2017.

ROAA and ROAE were (1.9%) and (16.2 %), respectively, in 2018, as compared to the seasonality of economic activity plus the effect of the monthly cumulative increase of our assets(0.6%) and (4.7%), respectively, in nominal terms and the fact that the salary increases agreed upon between us and the banking employees’ trade union during the second quarter are applied retroactively to the first quarter. This year, fourth quarter of 2017 reflects the 5.3% increase in salaries applied retroactively for the full year to catch up with 2017 inflation following the trigger clause included in the banking union 2017 wage increase agreement.2017.

Quarter

(in millions of Pesos)

First Quarter 2016

174.7

Second Quarter 2016

167.9

Third Quarter 2016

436.4

Fourth Quarter 2016

532.3

First Quarter 2017

381.9

Second Quarter 2017

579.7

Third Quarter 2017

624.1

Fourth Quarter 2017

851.4

20172019 Compared to 20162018

During 2017, netIn 2019. attributable comprehensive income amounted to Ps.2.4a Ps 2.2 billion loss. a Ps.1.1Ps.2.1 billion increase compared to net income of Ps.1.3a Ps.4.3 billion loss in 2016.

2018.

The main factors explaining the increaseperformance were:

·                  a Ps.3.4 billion increase in gross financial margin, to Ps.9.3 billion from Ps.5.9 billion,

·                  a Ps.1.0 billion increase in net services fee income, to Ps.3.5 billion from Ps.2.4 billion, and

·                  a net miscellaneous gain of Ps.169.4 million, as compared to a net miscellaneous loss of Ps.29.1 million.

·a Ps.5.4 billion loss from exposure to changes in the purchasing power of the currency compared to Ps.9.3 billion loss in 2018;
·a Ps.1.4 billion decrease in income tax expense, to Ps.168.7 million from Ps.1.6 billion;
·a Ps.381.9 million decrease in personnel and administrative expenses, to Ps.21.7 billion from Ps.22.1 billion;
·a Ps.230.2 million decrease in loan loss provisions, to Ps.7.7 billion from Ps.8.0 billion; and
·a Ps.87.8 million increase in income from insurance activities, to Ps.1.4 billion from Ps.1.3 billion.

These factors were partially offset by:

·a Ps.925.2 million decrease in net financial income, to Ps.30.5 billion from Ps.31.4 billion;
·a Ps. 775.0 million increase in other expenses (net), to Ps.3.6 billion from Ps.2.8 billion;
·a Ps.581.2 million decrease in net services fee income, to Ps.6.4 billion from Ps.6.9 billion; and
·a Ps.47.7 million loss in other comprehensive income compared to Ps.371.2 million gain in 2018.

·                  a Ps.2.3 billion increase in administrative expenses, to Ps.8.4 billion from Ps.6.1 billion,

·                  a Ps.762.5 increase in loan loss provisions to Ps.1.8 billion from Ps.1.1 billion, reflecting the growth of the loan portfolio, a deterioration in asset quality mainly in the consumer finance segment as well as increased loan loss provisions required by the aging of delinquent loans as from previous quarters, and the 470-basis point increase in the coverage ratio to 91.8%,

·                  a Ps.271.9 increase in income tax, to Ps.772.5 million from Ps.500.6 million, and

·                  a Ps.127.1 million decrease in income from insurance activities, to Ps.479.1 million from Ps.606.1 million.

20162018 Compared to 20152017

During 2016, netIn 2018, attributable comprehensive income amounted to Ps.1.3a Ps 4.3 billion loss, a Ps.637.2 million increasePs.3.2 billion decrease compared to net income of Ps.674.1 milliona Ps.1.1 billion loss in 2015.

2017.

The main factors explaining the increasedecrease were:

·a Ps.9.3 billion loss from exposure to changes in the purchasing power of the currency compared to Ps.4.0 billion loss in 2017,
·a Ps.1.8 billion increase in loan loss provisions to Ps.8.0 billion from Ps.6.2 billion,
·a Ps.1.1 billion increase in personnel and administrative expenses, to Ps.22.1 billion from Ps.21.0 billion,
·a Ps.513.5 million decrease in net services fee income, to Ps.6.9 billion from Ps.7.5 billion, and

186 

 

·                  a Ps.2.6 billion increase in gross financial margin, to Ps.5.9 billion from Ps.3.4 billion,

·                  a Ps.389.6 million increase in net services fee income, to Ps.2.4 billion from Ps.2.1 billion, and

·                  a Ps.430.2 million increase in income from insurance activities, to Ps.606.1 million from Ps.175.9 million.

·a Ps.78.2 million decrease in income from insurance activities, to Ps.1.3 billion from Ps.1.4 billion.

These factors were partially offset by:

·a Ps.3.9 billion increase in net financial income to Ps.31.4 billion from Ps.27.5 billion,
·a Ps.299.1 million increase in other comprehensive income, to Ps.371.2 million from Ps.72.1 million, and
·a Ps.247.8 million decrease in income tax, to Ps.1.6 billion from Ps.1.8 billion.

Net Financial Income (Net Interest Income -NII-, Net Income from Financial Instruments -NIFFI- and Exchange Rate Differences on Gold and Foreign Currency)

Net Financial Income

Net financial income in 2019 amounted to Ps.30.5 billion and net financial margin was 21.0%, compared to Ps.31.4 billion, and 17.0%, respectively, in 2018.

The increase in net interest margin reflects higher volumes invested in high-yield Central Bank seven-days LELIQS and the higher interest rates of those instruments, also supported by the 370 basis points increase in net interest margin loans in Pesos driven by themarket interest rates increase trend. These were partially offset by the mark to market impact accounting of short term Pesos and U.S. dollars local treasury notes following the debt reprofiling announced by the Argentine government in August 2019.

Net financial income in 2018 amounted to Ps.31.4 billion and net interest margin was 17.0%, compared to Ps.27.5 billion, and 18.4%, respectively, in 2017.

Breakdown Net Interest Income, NIFFI and Exchange Rate Differences

  Grupo Supervielle S.A.
  As of December 31, Change
  2019 2018 2017 2019/2018 2018-2017
  $ $ $ % %
Net Interest Income 9,881,144  20,002,646  21,467,567  (50.6)% (6.8)%
NIFFI and Exchange Rate differences 20,636,896  11,440,632  6,059,088  80.4%  88.8% 
Total 30,518,040  31,443,278  27,526,655  (2.9)% 14.2% 

 

·NIM by currency

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  (in percentages)
Net interest margin 21.0%  17.0%  18.4% 
Pesos 28.2%  20.0%  20.8% 
Dollars (3.4%) 6.9%  7.7% 


  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  (in percentages)
Net Interest Margin Breakdown         
Total NIM 21.0%  17.0%  18.4% 
Ps.NIM 28.2%  20.0%  20.8% 
U.S.$NIM (3.4%) 6.9%  7.7% 
Loan Portfolio NIM 18.7%  16.4%  18.9% 
Ps.NIM 24.2%  20.5%  22.4% 
U.S.$.NIM 4.8%  3.9%  2.9% 
Investment Portfolio NIM 18.6%  22.7%  15.4% 
Ps.NIM 28.5%  19.2%  14.3% 
U.S.$NIM (68.7%) 41.7%  20.2% 

Since 2019, the NIM also includes the exchange rate differences and net gains or losses from currency derivatives representing more accurately our financial margin and spreads. This ratio coincides with the net financial margin ratio published in previous years (now renamed as NIM).

Net Interest Income

2019 Compared to 2018

Net interest income in 2019 totaled Ps.9.9 billion, a Ps.1.850.6% decrease from the Ps.20.0 billion recorded in 2018. This was explained by:

·Additional deposits to fund investments in high-yield short term Central Bank securities while yields from those investments were recorded in NIFFI following the fair value through profit or loss accounting methodology.
·The increase in the average BADLAR rate following sharp increases in the monetary policy rate. These actions impacted cost of funds in the Corporate Banking business portfolio and in the Consumer Finance portfolio, resulting in higher interest expenses.
·A 30.8% decrease in average volume of loans in 2019.

2018 Compared to 2017

Net interest income in 2018 totaled Ps.20.0 billion, a 6.8% decrease from the Ps.21.5 billion recorded in 2017. Additional deposits to fund new investments in high-yield short term Central Bank securities resulted in higher interest expenses, impacting net interest income, while yields from the investment in those securities held for trading purposes are recorded in the net income from financial instruments.

i) Interest Income

2019 Compared to 2018

Interest income in 2019 totaled Ps.44.8 billion, a 4.3% decrease from the Ps.46.8 billion recorded in 2018, primarily due to the 30.8% decrease in average balance, while interest on loans increased 1,000 basis points following the increase in administrative expenses, to Ps.6.1 billionmarket interest rates.

Yields from Ps.4.3 billion,

·                  a Ps.513.8 million increaseinvestments in loan loss provisions to Ps.1,1 billion from Ps.543.8 million,

·                  a Ps.253.4 million increasehigh-yield short term Central Bank securities were recorded in income tax, to Ps.500.6 million from Ps.247.2 million, and

·                  a Ps.29.1 million loss in other income, compared to other net gains of Ps.153.7 million in 2015.

Financial Income

Our financial income was comprised of the following:

 

 

Year ended December 31,

 

Change December 31,

 

 

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

 

 

 

(in thousands of Pesos)

 

(in percentages)

 

Interest on loans to the financial sector

 

90,151

 

73,754

 

9,173

 

22.2

%

704.0

%

Interest on overdrafts

 

1,162,911

 

996,570

 

594,315

 

16.7

%

67.7

%

Interest on promissory notes

 

1,403,685

 

1,087,323

 

838,464

 

29.1

%

29.7

%

Interest on mortgage loans

 

109,801

 

8,998

 

10,014

 

1120.3

%

(10.1

)%

Interest on automobile and other secured loans

 

30,916

 

17,271

 

32,678

 

79.0

%

(47.1

)%

Interest on personal loans

 

6,104,346

 

3,631,979

 

2,144,410

 

68.1

%

69.4

%

Interest on corporate unsecured loans

 

1,076,056

 

819,097

 

561,635

 

31.4

%

45.8

%

Interest on credit cards loans

 

1,802,713

 

1,733,606

 

1,289,386

 

4.0

%

34.5

%

Interest on foreign trade loans

 

361,112

 

130,047

 

42,975

 

177.7

%

202.6

%

Interest on leases

 

454,851

 

359,588

 

207,411

 

26.5

%

73.4

%

Interest on other receivables from financial transactions

 

392,172

 

218,942

 

56,762

 

79.1

%

285.7

%

Income from government and corporate securities(1)

 

518,698

 

157,396

 

131,058

 

229.5

%

20.1

%

Income from participation in our securitization trusts(2)

 

148,627

 

362,242

 

282,553

 

(59.0

)%

28.2

%

Income from securities issued by the Central Bank(1)

 

1,318,422

 

734,096

 

257,274

 

79.6

%

185.3

%

Exchange rate differences of gold and foreign currency(3)

 

250,759

 

367,436

 

44,735

 

(31.8

)%

721.4

%

Other(4)

 

269,451

 

96,234

 

238,901

 

180.0

%

(59.7

)%

Total

 

15,494,671

 

10,794,579

 

6,741,744

 

43.5

%

60.1

%


(1)         Includes interest and variations in fair value.

(2)         Includes interest on and changes inNIFFI following the fair value of senior and subordinated bonds issued by our securitization trusts and held by us, as well as variations in the book value of participation certificates issued by such trusts. Income derived from participation certificates (but not from senior and subordinated bonds) is not subject to income tax, which is deducted at the financial trusts’ level. Allowances for loan losses are also maintained at the trust level following Central Bank regulations.

(3)         Includes exchange rate differences, both from foreign currency trading and from the net holdings of assets and liabilities.

(4)         Includes premiums on repo transactions, which totaled Ps.180.1 million for the year ended December 31, 2017 and Ps.13.6 million for the year ended December 31, 2016.

The following table sets forth our yields on interest-earning assets:

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Average
Balance

 

Average
Nominal
Rate

 

Average
Balance

 

Average
Nominal
Rate

 

Average
Balance

 

Average
Nominal
Rate

 

 

 

(in thousands of Pesos, except percentages)

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

Government and corporate securities

 

2,099,353

 

24.7

%

763,096

 

23.4

%

504,119

 

26.5

%

Participation in our securitization trusts

 

818,852

 

18.2

%

1,277,081

 

28.4

%

1,348,974

 

21.0

%

Securities issued by the Central Bank.

 

5,282,857

 

25.0

%

1,952,936

 

37.1

%

709,207

 

36.3

%

Total Investment Portfolio

 

8,201,062

 

24.2

%

3,993,113

 

31.7

%

2,562,300

 

26.3

%

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to the financial sector

 

508,888

 

17.7

%

240,611

 

30.7

%

28,977

 

31.7

%

Overdrafts

 

3,262,650

 

35.6

%

2,509,796

 

39.7

%

1,638,881

 

36.3

%

Promissory notes(1)

 

6,411,891

 

21.9

%

3,837,761

 

28.3

%

3,177,646

 

26.4

%

Mortgage loans

 

457,344

 

24.0

%

40,766

 

22.1

%

59,344

 

16.9

%

Automobile and other secured loans

 

157,946

 

19.6

%

78,980

 

21.9

%

133,740

 

24.4

%

Personal loans

 

12,443,671

 

49.1

%

7,884,433

 

46.1

%

5,170,131

 

41.5

%

Corporate unsecured loans

 

4,041,754

 

26.6

%

2,418,252

 

33.9

%

1,769,763

 

31.7

%

Credit cards loans

 

6,365,177

 

28.3

%

5,544,763

 

31.3

%

4,193,038

 

30.8

%

Receivables from financial leases

 

1,963,819

 

23.2

%

1,317,689

 

27.3

%

837,151

 

24.8

%

Total loans excl. Foreign trade and U.S. dollar loans

 

35,613,140

 

34.4

%

23,873,051

 

36.6

%

17,008,671

 

33.4

%

Foreign Trade Loans and U.S. dollar loans

 

7,218,244

 

5.0

%

2,375,825

 

5.5

%

645,829

 

6.7

%

Total Loans

 

42,831,384

 

29.4

%

26,248,876

 

33.7

%

17,654,501

 

32.5

%

Other receivables from financial transactions

 

1,643,903

 

23.9

%

694,063

 

31.5

%

303,044

 

17.7

%

Total Interest-Earning Assets

 

52,676,349

 

28.4

%

30,936,051

 

33.4

%

20,519,845

 

31.5

%

Net repo transactions

 

(374,483

)

 

 

262,985

 

 

 

145,246

 

 

 

Total Interest-Earning Assets with Repo transactions

 

52,301,866

 

 

 

31,199,036

 

 

 

20,665,090

 

 

 

through profit or loss accounting methodology.


188 

(1)         Consists of unsecured checks and accounts receivable deriving from factoring transactions.

Our financial income includes net income derived from our participation in financial trusts created in connection with our securitization transactions.

From time to time, each of the Bank and CCF and prior to 2013, Tarjeta as well transfer portions of their loan portfolio, mainly personal loans, to special purpose financial trusts that fund the purchase of these loans by issuing securities, most of which are sold to third parties, thereby creating an additional source of funding for operations. Before the IPO, loan securitization was part of our self-funded strategy.  However, since the IPO we have reduced substantially the securitization made by the Bank, although we continued to follow this strategy at CCF.

In the case of the securitization transactions carried out by the Bank and CCF, the trustee typically issues senior bonds, subordinated bonds and participation certificates (equivalent to equity), and the Bank places these bonds in the Argentine capital markets.  Generally, the Bank and CCF, as settlors of the trust, retain the balance of the subordinated bonds and the participation certificates that are not purchased by investors, as well as some senior bonds. The Bank and CCF generally retain servicing rights with respect to the loan portfolio transferred to the financial trusts. The payment obligations of these securities are secured by the trust assets consisting of the portfolio of the loans transferred and any reserved fund established by the Bank or CCF for such purpose. We have no exposure to such trusts beyond the senior and subordinated debt and the participation certificates that we hold.

For more information regarding our securitization transactions see “Item 5.B Liquidity and Capital Resources—Funding—Securitization Transactions.”

20172018 Compared to 20162017

FinancialInterest income in 20172018 totaled Ps.15.5 46.8 billion, a 43.5%36.6% increase from the Ps.10.8Ps.34.3 billion recorded in 2016.2017. This increase was primarily the result of an increase in average interest-earning assets (including repo transactions) followingloans.

Our interest income was comprised of the IPO and the follow-on equity offering in September 2017 and Ps.173.2 million increase in other financial income to Ps.269.5 million from Ps.96.2 million recorded in 2016.following:

  Grupo Supervielle S.A.
  Year ended December 31, Change December 31,
  2019 2018 2017 2019/2018 2018/2017
  Ps. Ps. Ps. % %
Interest on overdrafts 4,566,729  5,000,550  2,901,607  (8.7)% 72.3% 
Interest on promissory notes 5,878,441  6,272,282  3,767,219  (6.3)% 66.5% 
Interest on mortgage loans 3,781,641  3,028,718  263,172  24.9%  1050.9% 
Interest on automobile and other secured loans 693,000  757,191  75,662  (8.5)% 900.8% 
Interest on personal loans 12,916,398  16,811,397  16,547,779  (23.2)% 1.6% 
Interest on corporate unsecured loans 6,141,212  4,643,906  3,060,511  32.2%  51.7% 
Interest on credit cards loans 4,815,023  5,249,821  5,053,721  (8.3)% 3.9% 
Interest on foreign trade loans 1,730,633  1,798,461  899,192  (3.8)% 100.0% 
Interest on leases 1,129,605  1,417,026  1,141,613  (20.3)% 24.1% 
Other 3,141,913  1,810,684  540,048  73.5%  235.3% 
Total 44,794,595  46,790,036  34,250,524  (4.3)% 36.6% 

 

The following table sets forth our yields on interest-earning assets:

  As of December 31,
  2019 2018 2017
  Average Balance Average Nominal Rate Average Balance Average Nominal Rate Average Balance Average Nominal Rate
Interest-Earning Assets                  
Investment Portfolio                  
Government and Corporate Securities 11,326,914  17.5%  12,706,699  32.6%  8,024,754  21.6% 
Securities Issued by the Central Bank 30,219,625  61.9%  22,998,423  41.3%  17,662,433  24.7% 
Total Investment Portfolio 41,546,539  49.8%  35,705,122  38.2%  25,687,187  23.8% 
Loans                  
Loans to the Financial Sector 555,588  34.2%  1,402,040  27.1%  943,550  6.2% 
Overdrafts 7,005,832  65.2%  10,530,444  47.5%  9,073,842  32.0% 
Promissory Notes 9,343,602  62.9%  16,912,839  37.1%  17,832,275  21.1% 
Mortgage loans 8,216,816  46.0%  7,410,179  40.9%  1,243,094  3.1% 
Automobile and Other Secured Loans 1,846,408  37.5%  3,021,281  25.1%  439,268  17.2% 
Personal Loans 22,934,580  56.3%  39,352,087  42.7%  39,977,166  41.4% 
Corporate Unsecured Loans 10,855,345  56.6%  13,801,409  33.6%  11,240,625  27.2% 
Credit Card Loans 12,240,583  39.3%  17,003,762  30.9%  17,297,617  29.2% 
Receivables from Financial Leases 4,439,332  25.4%  6,301,405  22.5%  5,445,318  21.0% 
Total Loans excl. Foreign trade and U.S.$.loans 77,438,086  51.8%  115,735,446  37.6%  103,492,755  31.8% 
Foreign Trade Loans and U.S.$.loans 25,486,397  6.8%  33,096,074  5.4%  20,074,843  4.5% 
Total Loans 102,924,483  40.7%  148,831,520  30.5%  123,567,598  27.3% 
Repo transactions 981,998  60.8%  252,162  31.1%    0.0% 
Total Interest-Earning Assets 145,453,020  43.4%  184,788,804  32.0%  149,254,785  26.7% 

2019 Compared to 2018

The average balance of our interest-earning assetsloans excluding foreign trade loans and U.S. dollars loans totaled Ps.52.7 Ps.77.4 billion in 2017,2019, representing a 70.3% increase33.1% decrease from Ps.30.9Ps.115.7 billion in 2016. This increase was mainly a result of (i) a 49.2% increase2018. The decrease in the average balance of our total loan portfolio (excluding foreign trade loans and U.S. dollar loans) is mainly explained by the following changes in our financial statements: (i) 41.7% or Ps.16.4 billion decrease in personal loans, (ii) 28.0% or Ps.4.8 billion decrease in credit cards, (iii) 44.8% or Ps.7.6 billion decrease in promissory notes, (iv) 33.5% or Ps.3.5 billion decrease in overdraft, (v) 21.3% or Ps.2.9 billion decrease in corporate unsecured loans, and (vi) 29.6% or Ps.1.9 billion decrease in receivables from financial leases. These were partially offset by a 10.9% or Ps. 806.6 million increase in mortgage loans.

189 

Other interest income amounted to Ps.3.1 billion in 2019 compared to Ps.1.8 billon in 2018. This line itemmainly reflects results from investments in securitiesheld to maturity or available forsale.

The average interest rate on total loans (excluding foreign trade loans and U.S. dollar loans) increased to 51.8% in 2019 from 37.6% in 2018. Average BADLAR increased 1,450 basis points in 2019 to 48.9% compared to 34.3% in 2018.

2018 Compared to 2017

The average balance of loan excluding foreign trade and U.S. dollarUS dollars loans to Ps.35.6totaled Ps.115.7 billion in 20172018, representing a 11.8% increase from Ps.23.9Ps.103.5 billion in 2016, (ii) a 203.8% increase in the average foreign trade and U.S. dollar loan portfolio to Ps.7.2 billion in 2017, from Ps.2.4 billion in 2016, (iii) a 105.4% increase in the average balance of our total investment portfolio to Ps.8.2 billion in 2017, from Ps. 4.0 billion in 2016, and (iv) a Ps.173.2 million increase in other financial income.

2017. The increase in the average balance of our total loan portfolio (excluding foreign trade loans and U.S. dollar loans) was mainly explained by the following changes in our balance sheet. First, the average balance of personal loans increased by 57.8%financial statements: i). a 496.1%, representing theor Ps.6.2 billion increase in the average balance of personal loans when deducting therefrom the portfolio of personal loans that was securitized during 2017 and 2016, as applicable. The average amount of securitized personal loans was higher during 2017 when comparedmortgages from Ps.1.2 billion to 2016. If no personal loans had been securitized during 2017 and 2016, the increase in the average balance of personal loans would have been 80.5%, which is higher than the estimated 52.3% average increase recorded by the Argentine financial system in the same period.  In addition to the increase in our average balance of personal loans, our total loan portfolio was also impacted byPs.7.4 billion, ii). a 67.1%22.8%, or Ps.2.6 billion, increase in promissory notes,corporate unsecured loans from Ps.11.2 billion to Ps. 13.8 billion, iii). a 67.1%587.8%, or Ps.1.6Ps.2.6 billion increase in corporate unsecured loans,Automobile and Other Secured Loans from Ps.439.3 million to Ps.3.0 billion mainly due to the residual portfolio of Mila at the moment of the acquisition, iv). a 49.0%15.7%, or Ps.646.1Ps.856.1 million, increase in receivables from financial leases, a 1,021.9%,leases. These increases were partially offset by i). 1.6% or Ps.416.6Ps.625.1 million increasedecrease in mortgages, a 30.0%,personal loans and 1.7% or Ps.752.9Ps.293.9 million increase in overdrafts and a 14.8%, or Ps.820.4 million, increasedecrease in credit cards.

The 203.8%, or Ps.4.8 billion, increase in the average balance of our foreign trade loans and U.S. dollar loans outperformed industry growth and represented 13.7% of the total average loan portfolio.

The 105.4% increase in the average balance of our total investment portfolio was primarily dueOther Interest Income amounted to increases in the average balances of the following securities after the IPO and our follow-on equity offering, which provided us with additional liquidity: (i) securities issued by the Central Bank, which increased to Ps.5.3Ps.1.8 billion in 2017, from Ps.2.0 billion in 2016 and (ii) other government and corporate securities, which increased2018 comparing to Ps.2.1 billionPs.540.0 in 2017, reflecting higher results from Ps.763.1 million in 2016.investments securities held to maturity or available for sale, recorded at amortized cost.

The 80.5% increase in the average balance of our personal loans in 2017 was driven by growth both in the consumer finance segment and in the Retail Segment and reflects a higher level of contribution of these types of loans to securitization trusts compared with the same period of 2016. The growth in both segments was mainly due to the issuance by CCF of financial trusts to fund loan growth. The average amount of securitized personal loans was higher during 2017 when compared to 2016. Nevertheless, as of December 31, 2017, the total amount of securitized personal loan portfolio was lower than the balance registered as of December 31, 2016.

The average yield on interest-earning assets was 28.4% in 2017, a 500 basis point decrease from 33.4% recorded in 2016. The average interest rate on total loans (excluding foreign trade loans and U.S. dollar loans)  decreased to 34.4% in 2017 from 36.6% in 2016, driven by lower average interest rates in corporate segment products and credit cards, which was partially offset by higher average interest rates on personal loans. Lower average interest rates on corporate segment products is the result of declining market interest rates, which directly impact corporate segment rates. Average BADLAR decreased 520 basis points in 2017 compared to 2016.

An increase in foreign trade and U.S. dollar-denominated loans, promissory notes and receivables from financial leases reflect the growth achieved in our corporate segment portfolio since the IPO and follow-on equity offering. The IPO, the follow-on equity offering and subsequent capital contributions to the Bank allowed it to have a higher

capital base to increase its loans to its corporate customers. The increase in the average balance of personal loans was driven by growth both in the consumer finance segment and in the retail segment.

The average yield on our total investment portfolio decreased 746 basis points to 24.2% in 2017, driven by decreased yields on securities issued by the Central Bank due to lower interest rates in Peso-denominated instruments. In 2016, the increase in yield of participation in our securitization trusts registered a net gain from the termination of the Supervielle Renta Inmobiliaria Financial Trust. This was partially offset by higher returns on government and corporate securities.

2016 Compared to 2015

Financial income in 2016 totaled Ps.10.8 billion, a 60.1% increase from the Ps.6.7 billion recorded in 2015. This increase was primarily the result of an increase in the average balance of our interest-earning assets due to the deployment of the capital raised in the IPO in May 2016, an increase of 195 basis points in the average yields of such assets after  the removal by the Central Bank authorities in mid-December 2015 of interest rates caps and floors that had been in place during 2015 and the net gain on the termination of the Supervielle Renta Inmobiliaria Financial Trust.  For an explanation of the termination of the Supervielle Renta Inmobiliaria Financial Trust and the related net gains, see “Item 4.D Property, Plants and Equipment.

The average balance of interest-earning assets totaled Ps.30.9 billion in 2016, representing a 50.8% increase from Ps.20.5 billion in 2015. This increase was mainly a result of (i) a 40.4% increase in the average balance of our total loan portfolio (excluding our foreign trade and U.S. dollar loan portfolio) to Ps.23.9 billion in 2016, from Ps.17.0 billion in 2015, (ii) a 267.9% increase in the average balance of our foreign trade and U.S. dollar loan portfolio to Ps.2.4 billion in 2016, from Ps.645.8 million in 2015 and (iii) a 55.8% increase in the average balance of our total investment portfolio increasing to Ps.4.0 billion in 2016 from Ps.2.6 billion in 2015.

The increase in the average balance of our total loan portfolio (excluding foreign trade loans and U.S. dollar loans) was mainly explained by: (i) a 52.6% increase in the average balance of personal loans (compared to a 34% increase of those loans  registered by the Argentine financial system), (ii) a 32.2% increase in the average balance of credit card loans, (iii) a 36.6% increase in the average balance of corporate unsecured loans, (iv) a 53.1% increase in the average balance of  overdrafts (compared to a 26.5% increase registered by the Argentine financial system) and (v) a 57.4% increase in the average balance of receivables from financial leases.

The 267.9% increase in the average balance of foreign trade loans and U.S. dollar loans reflects the growth achieved in our corporate segment portfolio since the IPO.

The 55.8% increase in the average balance of our total investment portfolio was primarily due to a 175.4% increase in the average balance of our holdings of Central Bank securities due to the investment of a portion of the IPO proceeds, and a 51.4% increase in the average balance of our holdings of government and corporate securities, which represent 2% of our total average interest earning assets.

The 52.6% increase in the average balance of personal loans in 2016 was driven by growth both in the consumer finance segment and in the retail segment and reflects a lower level of contribution of these loans to securitization trusts in 2016 compared to 2015. Had the pace of securitization remained even, the increase in the average balance of personal loans in 2016 would have been approximately 27%. This 27% is lower than the estimated 34% average increase  recorded by Argentine financial system in the same period.

The average yield on interest-earning assets was 33.4% in 2016, a 195 basis point increase from 31.5% in 2015. The average interest rate on total loans (excluding foreign trade loans and U.S. dollar loans) increased to 36.6%37.6% in 20162018 from 33.4%31.8% in 2015, reflecting an2017. Average BADLAR increased 1,370 basis points in 2018 to 34.3% compared to 20.6% in 2017.

ii) Interest Expenses

Our Interest expenses were comprised of the following:

  As of December 31, Change December 31,
  2019 2018 2017 2019/2018 2018/2017
  $ $ $ % %
Interest on special checking accounts 6,010,413  7,890,452  1,564,612  -23.8%  404.3% 
Interest on time deposits 19,855,152  9,991,638  5,786,089  98.7%  72.7% 
Interest on other liabilities from financial transactions 7,692,607  7,296,529  4,460,915  5.4%  63.6% 
Interest on financing from the financial sector 274,101  1,137,554  382,729  -75.9%  197.2% 
Other 1,081,178  471,217  588,612  129.4%  -19.9% 
Total 34,913,451  26,787,390  12,782,957  30.3%  109.6% 

2019 Compared to 2018

Interest expenses for 2019 totaled Ps.34.9 billion,. a 30.3% increase from Ps.26.8 billion for 2018. This increase was due to the 1,270 basis points increase in the average rate of interest rate on personal loans and overdrafts, andbearing liabilities rate. This was partially offset by a higher incidence of personal loans and overdrafts in our loan portfolio, which bear a higher interest rate than other assets17.6% or Ps. 20.4 billion decrease to Ps.95.9 billion in the average portfolio.

Thebalance of interest-bearing liabilities while the average nominal rate on our investment portfolio (which includes our income from participations in our securitization trusts) increasedbalance of total low and non-interest bearing deposits decreased 18.8% or Ps. 13.0 billion to 31.4% in 2016 from 26.3% in 2015, primarily due to an  increase in the average

nominal rate on participations in our securitization trusts and further impacted by the net gain on the termination of the Supervielle Renta Inmobiliaria Financial Trust. For an explanation of the termination of the Supervielle Renta Inmobiliaria Financial Trust and the related net gains, see “Item 4.D Property, Plants and Equipment.

Financial income for 2016 includes a Ps.367.4 million gain from exchange rate differences of gold and foreign currency, compared to a gain of Ps.44.7 million from such exchange rate differences in 2015 (excluding gains related to NDF hedging transactions).

Ps.56.2 billion.

Other financial income decreased by 59.7%expenses in 2019 totaled Ps.1.1 billion, compared to Ps.96.2Ps.471.2. million in 2016 from Ps.238.9 million in 2015, as the results for the year 2015 included particular hedging transactions of Ps.228.2 million, entered into to protect our capital against an expected devaluation of the Peso in the fourth quarter of 2015, which materialized in December 2015.2018.


Financial Expenses

Our financial expenses were composed of the following:

 

 

Year ended December 31,

 

Change December 31,

 

 

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

 

 

 

(in thousands of Pesos)

 

(in percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on savings accounts

 

3,702

 

4,639

 

4,830

 

(20.2

)%

(4.0

)%

Interest on special checking accounts

 

637,696

 

 

 

100.0

%

0.0

%

Interest on time deposits

 

2,308,058

 

3,070,847

 

2,224,748

 

(24.8

)%

38.0

%

Interest on other liabilities from financial transactions

 

1,651,228

 

359,126

 

266,760

 

359.8

%

34.6

%

Interest on financing from the financial sector

 

208,869

 

382,588

 

156,915

 

(45.4

)%

143.8

%

Interest on subordinated loans and negotiable obligations

 

128,237

 

128,027

 

81,282

 

0.2

%

57.5

%

Other(1)

 

1,256,498

 

921,297

 

651,515

 

36.4

%

41.4

%

Total

 

6,194,288

 

4,866,525

 

3,386,050

 

27.3

%

43.7

%


(1)                                 Includes mainly turnover tax and payments to the deposit guarantee fund.

The following table shows our cost of funds:

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Average
Balance

 

Average
Nominal
Rate

 

Average
Balance

 

Average
Nominal
Rate

 

Average
Balance

 

Average
Nominal
Rate

 

 

 

(in thousands of Pesos, except percentages)

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Checking Accounts

 

5,318,081

 

12.0

%

 

0.0

%

 

0.0

%

Ps. Time Deposits

 

4,139,446

 

15.3

%

 

0.0

%

 

0.0

%

Foreign Exchange Time deposits

 

1,178,635

 

0.3

%

 

0.0

%

 

0.0

%

Time Deposits

 

13,893,202

 

16.6

%

12,452,742

 

24.7

%

9,287,475

 

24.0

%

Ps. Time Deposits

 

12,567,904

 

18.3

%

11,646,092

 

26.3

%

8,950,016

 

24.8

%

Foreign Exchange Time deposits

 

1,325,298

 

0.6

%

806,650

 

1.3

%

337,459

 

0.8

%

Borrowings from other financial institutions and unsubordinated negotiable obligations

 

7,963,979

 

23.4

%

2,550,226

 

29.1

%

1,651,911

 

25.6

%

Subordinated loans and negotiable obligations

 

1,319,046

 

9.7

%

1,285,162

 

10.0

%

800,088

 

10.2

%

Total interest-bearing liabilities

 

28,494,308

 

17.3

%

16,288,130

 

24.2

%

11,739,473

 

23.3

%

Low & Non-Interest Bearing Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings accounts

 

12,839,525

 

0.0

%

7,431,318

 

0.1

%

4,903,695

 

0.1

%

Ps. Savings Accounts

 

8,991,324

 

0.0

%

6,192,384

 

0.1

%

4,616,801

 

0.1

%

Foreign Exhnage Savings Accounts

 

3,848,201

 

0.0

%

1,238,934

 

0.1

%

286,894

 

0.1

%

Demand Deposits

 

9,483,831

 

 

 

7,143,382

 

 

 

4,866,728

 

 

 

Ps. Checking Accounts

 

6,721,340

 

 

 

6,541,618

 

 

 

4,766,900

 

 

 

Foreign Exchange Checking Accounts

 

2,762,491

 

 

 

601,764

 

 

 

99,828

 

 

 

Special Checking Accounts

 

 

 

 

1,749,023

 

 

 

1,117,708

 

 

 

Ps. Special Checking Accounts

 

 

 

 

1,749,023

 

 

 

1,117,708

 

 

 

Foreign Exchange Special Checking Accounts

 

 

 

 

 

 

 

 

 

 

Total low & non interest-bearing deposits

 

22,323,356

 

 

 

14,574,700

 

 

 

9,770,423

 

 

 

Total Interest-bearing liabilities & low & non-interest bearing deposits

 

50,817,664

 

9.7

%

30,862,830

 

12.8

%

21,509,896

 

12.7

%

The following table sets forth interest bearing deposits by denomination:

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Average
Balance

 

Interest
Paid

 

Average
Nominal
Rate

 

Average
Balance

 

Interest
Paid

 

Average
Nominal
Rate

 

Average
Balance

 

Interest
Paid

 

Average
Nominal
Rate

 

 

 

(in thousands of Pesos, except percentages)

 

Savings accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

8,991,324

 

(2,569

)

0.0

%

6,192,384

 

(3,899

)

0.1

%

4,616,801

 

(4,556

)

0.1

%

Dollars

 

3,848,201

 

(1,133

)

0.0

%

1,238,934

 

(740

)

0.1

%

286,894

 

(274

)

0.1

%

Total

 

12,839,525

 

(3,702

)

0.0

%

7,431,318

 

(4,639

)

0.1

%

4,903,695

 

(4,830

)

0.1

%

Special checking accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

4,139,446

 

(633,945

)

15.3

%

 

 

0.0

%

 

 

0.0

%

Dollars

 

1,178,635

 

(3,751

)

0.3

%

 

 

0.0

%

 

 

0.0

%

Total

 

5,318,081

 

(637,696

)

12.0

%

 

 

0.0

%

 

 

0.0

%

Time deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

12,567,904

 

(2,299,676

)

18.3

%

11,646,092

 

(3,060,566

)

26.4

%

8,950,016

 

(2,221,941

)

24.8

%

Dollars

 

1,325,298

 

(8,382

)

0.2

%

806,650

 

(10,282

)

1.3

%

337,459

 

(2,807

)

0.8

%

Total

 

13,893,202

 

(2,308,058

)

16.6

%

12,452,742

 

(3,070,848

)

24.7

%

9,287,475

 

(2,224,748

)

24.0

%

Total by currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pesos

 

25,698,673

 

(2,936,190

)

11.4

%

17,838,476

 

(3,064,465

)

17.2

%

13,566,817

 

(2,226,497

)

16.4

%

Dollars

 

6,352,134

 

(13,266

)

0.2

%

2,045,584

 

(11,022

)

0.5

%

624,353

 

(3,081

)

0.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Deposits

 

32,050,807

 

(2,949,456

)

9.2

%

19,884,060

 

(3,075,487

)

15.5

%

14,191,170

 

(2,229,578

)

15.7

%

20172018 Compared to 20162017

FinancialInterest expenses for 20172018 totaled Ps.6.2Ps.26.8 billion,, a 27.3%109.6% increase from Ps.4.9Ps.12.8 billion for 2016.2017. This increase was attributable to a 74.9%43.2% increase in the average balance of our interest-bearing liabilities, a 730 basis points increase in the average rate and partially offset by a 700 basis points decrease in the average nominal rate and by a 53.2%10.1% increase in low or non-interest bearing deposits.

Other financial expenses in 20172018 totaled Ps.1.3 billion,Ps.471.2 million, compared to Ps.921.3Ps.588.6 million in 2016. This was mainly due to the increase in turnover tax expense resulting from higher financial income and the cost of forward transactions carried out to balance the foreign exchange position partially offset by a reduction in the monthly contribution rate that banks are required to pay to fund the Deposits Guarantee Fund.2017.

The following table sets forth our yields on interest-bearing liabilities:

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  Average
Balance
 Average
Nominal
Rate
 Average
Balance
 Average
Nominal
Rate
 Average
Balance
 Average
Nominal
Rate
Interest-Bearing Liabilities                  
Special Checking Accounts 25,168,448  23.9%  34,033,872  23.0%  14,016,710  11.1% 
PS.Savings Accounts 14,892,493  40.1%  25,989,349  30.0%  11,512,318  13.4% 
Fx Savings Accounts 10,275,955  0.4%  8,044,523  0.4%  2,504,392  0.3% 
Time Deposits 46,909,708  42.3%  43,144,927  23.2%  38,639,592  15.0% 
PS.Time Deposits 41,118,910  48.1%  36,276,233  27.3%  34,953,771  16.5% 
Fx Time Deposits 5,790,798  1.3%  6,868,694  1.2%  3,685,821  0.6% 
Borrowings from Other Financial Instruments and Unsubordinated Negotiable Obligations 21,657,316  36.8%  37,100,799  22.7%  24,935,967  19.4% 
Subordinated Loans and Negotiable Obligations 2,203,968  6.2%  2,097,037  6.4%  3,668,433  8.9% 
                   
Total Interest-Bearing Liabilities 95,939,440  35.4%  116,376,635  22.7%  81,260,702  15.4% 
Low and Non-Interest Bearing Deposits                  
Savings Accounts 32,185,349  0.2%  39,527,134  0.2%  35,708,329  0.0% 
PS.Savings Accounts 16,677,758  0.4%  21,970,349  0.3%  25,006,000  0.0% 
Fx Savings Accounts 15,507,591  0.0%  17,556,785  0.0%  10,702,329  0.0% 
Checking Accounts 23,987,398     29,679,527     27,130,608    
PS.Checking Accounts 15,110,011     17,312,704     18,674,236    
Fx Checking Accounts 8,877,387     12,366,823     8,456,372    
Total Low and Non-Interest Bearing Deposits 56,172,747     69,206,661     62,838,937    
Total Interest-Bearing Liabilities and Low and Non-Interest Bearing Deposits 152,112,187  22.4%  185,583,296  14.3%  144,099,639  8.7% 

 

2019 Compared to 2018

Average balance of our interest-bearing liabilities in 20172019 totaled Ps.28.5Ps.95.9 billion,, compared to Ps.16.3Ps.116.4 billion in 2016.2018. This increasedecrease was mainly due to (i) a Ps.5.3 billion average balance of interest-bearing special checking accounts which mainly grew since January 2017 when the Central Bank allowed banks41.6% decrease to pay interest on the amounts deposited in these accounts, and a (ii) 212.3% increase to Ps.8.0Ps.21.7 billion in the average balance of our borrowings from other financial institutions, and medium-term negotiable obligations reflecting the issuance(ii) a Ps.8.9 billion decrease in average balance of interest-bearing special checking accounts to Ps.25.2 billion from Ps.34.0 billion. These were partially offset by a Ps.4,768,170,000 global term note by the Bank in February 2017 along with medium-term bonds issuances8.7% increase to Ps.46.9 billion in the local capital markets by both the Bank and CCF.average balance of time deposits.

Average balance of our low or non-interest-bearing deposits in 20172019 totaled Ps.22.3Ps.56.2 billion,, compared to Ps.14.6Ps.69.2 billion in 2016.2018. This increasedecrease was mainly due to (i) a 72.8% increase18.6% or Ps. 7.3 billion decrease to Ps.12.8Ps.32.2 billion in the average balance of savings accounts, and (ii) a 32.8% increase19,.2% or Ps. 5.7 billion decrease to Ps.9.5Ps.24.0 billion in non-interest bearing checking accounts.

Out of our total average interest-bearing deposits of Ps.32.0Ps 104.3 billion in 2017, Ps.6.42019, Ps.31.6 billion were U.S. dollar-denominated deposits and Ps.25.7Ps.72.7 billion were Peso-denominated, compared to Ps.2.0Ps.32.5 billion and Ps.17.8Ps.84.2 billion, respectively, in 2016.2018.

191 

Out of our total average non-interest-bearing deposits of Ps.9.5Ps.24.0 billion for 2017, Ps.2.82019, Ps. 8.9 billion were U.S. dollar-denominated deposits and Ps.6.7Ps.15.1 billion were Peso-denominated deposits, compared to Ps.601.8 millionPs12.4 billion and Ps.6.5Ps.17.3 billion, respectively, in 2016.2018.

The average rate paid on interest-bearing liabilities and low or non-interest-bearing deposits for 20172019 was 9.7%22.4%, 310810 basis points belowabove the 12.8%14.3% average rate for 2016.2018. For 2017,2019, Peso-denominated time deposits accrued interest at an average rate of 18.3%48.1%, 8002,080 basis points belowabove the 26.3%27.3% average interest rate accrued in 2016, which is consistent with the decrease in the average BADLAR in 2017 compared with 2016.2018. In 2017,2019, U.S. dollar-denominated time deposits accrued interest at an average rate of 0.6%, 701.3%,10 basis points belowabove the 1.3%1.2% average interest rate accrued in 2016.2018.

Our average balance of borrowings from other financial institutions and unsubordinated negotiable obligations in 2017,2019 was Ps.8.0Ps.21.7 billion, compared to Ps.2.6Ps.37.1 billion in 2016.2018. The average cost of borrowings from other financial institutions and unsubordinated negotiable obligations decreased 570increased 1,410 basis points to 23.4%36.8% in 2017,2019, from 29.1%22.7% in 2016.  This was partially offset by a 53.2% increase in the average balance of our low cost savings accounts and non-interest-bearing checking accounts.2018.

Our average balance of subordinated loans and subordinated negotiable obligations in both 2019 was Ps. 2.2 billion, compared to Ps. 2.1 billion in 2018. The average rate of subordinated negotiable obligations (denominated in U.S. dollars or U.S. dollar-linked) was 6.2% in 2019, compared to 6.4% in 2018.

2018 Compared to 2017

Average balance of our interest-bearing liabilities in 2018 totaled Ps.116.4 billion, compared to Ps.81.3 billion in 2017. This increase was mainly due to (i) a Ps.20.0 billion increase in average balance of interest-bearing special checking accounts to Ps.34.0 billion from Ps.14.0 billion, and a (ii) 48.8% increase to Ps.37.1 billion, in the average balance of our borrowings from other financial institutions, and (iii) 11.7% increase to Ps.43.1 billion, increase in the average balance of time deposits.

Average balance of our low or non-interest-bearing deposits in 2018 totaled Ps.69.2 billion, compared to Ps.62.8 billion in 2017. This increase was mainly due to (i) a 10.7% increase to Ps.39.5 billion in the average balance of savings accounts, and (ii) a 9.4% increase to Ps.29.7 billion in non-interest bearing checking accounts.

Out of our total average interest-bearing deposits of Ps 116.7 billion in 2018, Ps.32.5 billion were U.S. dollar-denominated deposits and Ps.84.2 billion were Peso-denominated, compared to Ps.16.9 billion and Ps.71.5 billion, respectively, in 2017.

Out of our total average non-interest-bearing deposits of Ps.29.7 billion for 2018, Ps.12.4 billion were U.S. dollar-denominated deposits and Ps.17.3 billion were Peso-denominated, compared to Ps.8.5 billion and Ps.18.7 billion, respectively, in 2017.

The average rate paid on interest-bearing liabilities and low or non-interest-bearing deposits for 2018 was 14.3%, 560 basis points above the 8.7% average rate for 2018. For 2018, Peso-denominated time deposits accrued interest at an average rate of 27.3%, 1,080 basis points above the 16.5% average interest rate accrued in 2017. In 2018, U.S. dollar-denominated time deposits accrued interest at an average rate of 1.2%, 60 basis points above the 0.6% average interest rate accrued in 2017.

Our average balance of borrowings from other financial institutions and unsubordinated negotiable obligations in 2018, was Ps.37.0 billion, compared to Ps.24.9 billion in 2017. The average cost of borrowings from other financial institutions and unsubordinated negotiable obligations increased 330 basis points to 22.7% in 2018, from 19.4% in 2017.

Our average balance of subordinated loans and subordinated negotiable obligations in both 2018 and 2017 was Ps.2.1 billion and 2016 was Ps.1.3 billion.Ps.3.7 billion respectively. The average rate of subordinated negotiable obligations (denominated in U.S. dollars or U.S. dollar linked) was 9.7%6.4% in 2017,2018, compared to 10.0%8.9% in 2016.2017.

192 

 

2016The following table sets forth interest bearing deposits by denomination:

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  Average
Balance
 Interest
Paid
 Average
Nominal
Rate
 Average
Balance
 Interest
Paid
 Average
Nominal
Rate
 Average
Balance
 Interest
Paid
 Average
Nominal
Rate
Savings accounts                           
Pesos 16,677,758  60,885  0.4%  21,970,349  58,885  0.3%  25,006,000  6,461  0.0% 
Dollars 15,507,591  4,459  0.0%  17,556,785  4,653  0.0%  10,702,329  2,810  0.0% 
Total 32,185,349  65,344  0.2%  39,527,134  63,538  0.2%  35,708,329  9,271  0.0% 
Special checking accounts                           
Pesos 14,892,493  5,973,650  40.1%  25,989,349  7,795,154  30.0%  11,512,318  1,546,597  13.4% 
Dollars 10,275,955  36,763  0.4%  8,044,523  31,760  0.4%  2,504,392  8,744  0.3% 
Total 25,168,448  6,010,413  40.1%  34,033,872  7,826,914  30.0%  14,016,710  1,555,341  13.4% 
Time deposits                           
Pesos 41,118,910  19,778,723  48.1%  36,276,233  9,906,758  27.3%  34,953,771  5,765,429  16.5% 
Dollars 5,790,798  76,429  1.3%  6,868,694  84,879  1.2%  3,685,821  20,659  0.6% 
Total 46,909,708  19,855,152  42.3%  43,144,927  9,991,637  23.2%  38,639,592  5,786,088  15.0% 
Total by currency                           
Pesos 72,689,161  25,813,258  35.5%  84,235,931  17,760,797  21.1%  71,472,089  7,318,487  10.2% 
Dollars 31,574,344  117,651  0.4%  32,470,002  121,292  0.4%  16,892,542  32,213  0.2% 
Total Deposits 104,263,505  25,930,909  24.9%  116,705,933  17,882,089  15.3%  88,364,631  7,350,700  8.3% 

i) Net Income from financial instruments and Exchange rate differences

2019 Compared to 20152018

Financial expensesNet income from financial instruments at fair value through profit or loss and exchange rate differences for 20162019 totaled Ps.4.9Ps.20.6 billion, a 43.7%80.4% increase from Ps.3.4the Ps.11.4 billion for 2015.recorded in 2018. This increase was attributable to a 43.5%higher income from holdings of securities issued by the Central Bank due to higher volumes of these securities and higher yield following the increase in the average balanceinterest rate of interest-bearing liabilitiesthese securities. This was partially offset by a 45.5% decrease in the income from government and lowcorporate securities reflecting mark to market accounting of short term Pesos and U.S. dollar treasury notes held by us following the debt reprofiling announced by the Argentine government in August 2019.

2018 Compared to 2017

Net Income from financial instruments at fair value through profit or non-interest bearing deposits, (including a 49.2%loss and Exchange rate differences for 2018 totaled Ps.11.4 billion, an 88.8% increase from the Ps.6.1 billion recorded in low cost savings accounts and non-interest bearing checking accounts) and a 10 basis points2017. This increase was attributable to higher income from holdings of securities issued by the Central Bank due to higher volumes of these securities held for trading as well as the ones held as reserve requirements, the increase in the average nominal ratesinterest rate of total interest-bearing liabilitiessuch securities and low or non-interest bearing deposits.an increase in Income from financial instruments denominated in U.S. dollars.

  Grupo Supervielle S.A.
  As of December 31,
  2019 2018 2017
  Ps. Ps. Ps.
Net income from financial instruments at fair value through profit or loss         
Income from government and corporate securities 1,532,374  2,812,312  1,253,840 
Term operations 713,616  (2,605,689) (166,485)
Income from securities issued by the Central Bank 18,714,976  9,500,772  4,366,999 
Total 20,960,966  9,707,395  5,454,354 
Exchange rate difference on gold and foreign currency (324,070) 1,733,237  604,734 

  Grupo Supervielle S.A.
  As of December 31.
  2019 2018 2017
  Ps. Ps. Ps.
    
Financial income from U.S. dollar operations (312,341) 261,864  901,839 
NIFFI (437,083) (156,363) 901,839 
U.S. dollar Government Securities (1,150,699) 2,449,326  1,068,324 
Term Operations 713,616  (2,605,689) (166,485)
Interest Income 124,742  418,227   
U.S. dollar Government Securities 124,742  418,227   
Exchange rate differences on gold and foreign currency (324,070) 1,733,237  604,734 
Total (Loss) Income from U.S. dollar operations (636,411) 1,995,101  1,506,573 

 

Other financial expenses in 20162019 Compared to 2018

Total income from U.S. dollar operations for 2019 totaled Ps.921.3Ps.636.4 million loss compared to Ps.651.5 millionPs. 2.0 billion gain recorded in 2015.2018. This mainly reflects the mark to market accounting of short-term U.S. dollar local treasury notes held by us following the debt reprofiling announced by the Argentine government in August 2019. Between October and December 2019, these instruments partially recovered the initial decline in prices. Also, these were partially offset by higher foreign currency trading with retail and institutional customers.

2018 Compared to 2017

Total income from U.S. dollar operations for 2018 totaled Ps.2.0 billion, a 32.4% increase from the Ps.1.5 billion recorded in 2017, mainly explained by higher trading gains from Fx transactions.

ii) Result from exposure to changes in the purchasing power of money

2019 Compared to 2018

Result from exposure to changes in the purchasing power of the currency for 2019 totaled a Ps.5.4 billion loss, from the Ps.9.3 billion loss recorded in 2018. This reflects the loss in the purchasing power of the currency to which our net monetary assets are exposed as a result of the 53.8% and 47.6% increase in consumer price index in 2019 and 2018, respectively.

2018 Compared to 2017

Result from exposure to changes in the purchasing power of the currency for 2018 totaled a Ps.9.3 billion loss, from the Ps.4.0 billion loss recorded in 2017. This reflects the loss in the purchasing power of the currency to which our net monetary assets are exposed as a result of the 53.8%, 47.6% and 24.8% increase in consumer price index in 2019, 2018 and 2017 respectively.

Loan Loss Provisions

2019 Compared to 2018

Loan loss provisions totaled Ps.7.7 billion in 2019, a 2.9% decrease compared to Ps.8.0 billion in 2018. This was due to lower levels of provisioning required by IFRS 9 to commercial loans compared to those levels required to consumer loans. In 2019, due to the challenging macroeconomic environment, certain commercial loans became delinquent which was partially offset by the decline in NPL creation in the Consumer Finance segment. As a result. NPLs from the corporate business segment over the total non-performing loan portfolio represented higher percentage than Consumer Finance NPL but required lower provisioning.

The decrease in the Consumer Finance NPL creation reflects the measures taken by us since the first quarter of 2018 to enhance asset quality following the peaks observed in the second quarter of 2018. These measures included tightening of credit scoring standards. slower origination and changes in the collection process in the consumer finance segment.

194 

Loan loss provisions include the expected losses for each portfolio and segment, based on past performance and current conditions as of the financial statements date. The increase in delinquency also requires expected losses to be measured for the whole life of each loan, instead of accounting for expected losses during a 12-month period. This increases significantly the probability of default for loans with a maturity of more than 1 year. For further information. see “Item 4.D – Selected Statistical Information—Amounts past due loans and other financing.

2018 Compared to 2017

Loan loss provisions totaled Ps.8.0 billion in 2018, a 28.4% increase compared to Ps.6.2 billion in 2017, mainly due to an increase in turnover taxdelinquency ratios from 3.1% in 2017 to Ps.698.5 million4.1% in 20162018 and cost of risk, which increased from Ps.431.9 million5.0% in 2015,2017 to 5.4% in 2018, mainly in the consumer finance and increasecorporate banking segments. Loan loss provisions include the expected losses for each portfolio and segment, based on premium on forward transactions to Ps.124.7 million from Ps.36.5 million. These increases were partially offset by a decrease in monthly payments to the deposit guarantee fund from 0.060% to 0.015%past performance and current conditions as of the monthly average of the daily deposits balance to Ps.87.6 million, compared to Ps.180.7 million in 2015, pursuant to Communication “A” 5943, as amended and supplemented by Communication “A” 6462.

Average balance of interest-bearing liabilities and low or non-interest bearing deposits totaled Ps.30.9 billion, compared to Ps.21.5 billion in 2015. This increase was mainly due to:  (i) a 49.2%financial statements date. The increase in delinquency also requires expected losses to be measured for the average balancewhole life of low and non-interest bearing deposits to Ps.14.6 billion from Ps.9.8 billion, (ii)each loan, instead of accounting for expected losses during a 34.1% increase in12 month period. This increases significantly the average balanceprobability of time deposits (primarily Peso-denominated time deposits), to Ps.12.5 billion from Ps.9.3 billion (the average balancedefault for loans with a maturity of Pesos time deposits increased by 30.1% to Ps.11.6 billion and the average balance of U.S. dollar time deposits increased by 139.0% to Ps.806.7 million) (iii) a 54.4% increase in borrowings from other financial institutions and the issuance of unsubordinated negotiable obligations to Ps.2.6 billion from Ps.1.7 billion. The increases in low or non-interest bearing deposits together with lower increases in time deposits, reflects our ability to reduce certain high-interest bearing liabilities through the utilization of the IPO proceeds.

Out of our total average interest-bearing deposits of Ps.19.9 billion for 2016, Ps.2.0 billion were U.S. dollar-denominated deposits and Ps.17.8 billion were Peso-denominated, compared to Ps. 624.4 million and Ps.13.6 billion, respectively, in 2015.

Out of our total average non interest-bearing deposits of Ps.7.1 billion for 2016, Ps.601.8 million were U.S. dollar-denominated deposits and Ps.6.5 billion were Peso-denominated, compared to Ps.99.8 million and Ps.4.8 billion respectively in 2015.

The average rate paid on interest-bearing liabilities and low or non-interest bearing deposits was 12.8%, 10 basis points above the 12.7% average rate for 2015. Peso-denominated time deposits accrued interest at an average rate of 26.3%, 150 basis points above the 24.8% average interest rate accrued in 2015, which is consistent with the increase in the average BADLAR rate during 2016.  U.S. dollar-denominated time deposits accrued interest at an average rate of 1.3%, 50 basis points above the 0.8% average interest rate accrued in 2015. Our average balance of borrowings from other financial institutions and unsubordinated negotiable obligations in 2016 was Ps.2.6 billion, compared to Ps.1.7 billion in 2015. The average cost of borrowings from other financial institutions and unsubordinated negotiable obligations increased 350 basis points to 29.1% from 25.6% in 2015.  This was partially offset by a 49.2% increase in the average balance of low or non-interest bearing deposits.

Our average balance of subordinated loans and subordinated negotiable obligations in 2016 was Ps.1.3 billion, compared to Ps.800.1 million in 2015. The average rate of subordinated negotiable obligations (denominated in U.S. dollars or U.S. dollar linked) was 10.0% and 10.2% for 2016 and 2015, respectively.

Gross Financial Margin

2017 Compared to 2016

Gross financial margin for 2017 amounted to Ps.9.3 billion and the net interest margin was 19.1%, compared to Ps.5.9 billion and 20.6%, respectively, for 2016. Net financial margin ratio stood at 17.8% in 2017 compared to 19.2% in 2016.

Average interest spread for 2017 was 16.5%, compared to 16.8% for 2016.

This performance is further explained by the following factors: (i) higher average volumes in the loan portfolio surpassing the 42.1% growth in total loans to the private sector, (ii) the increase in average volumes of receivables from financial transactions due to the temporary investment of a portion of the funds from our equity follow-on to accelerate the use of tax loss carry-forwards from previous fiscal-years, (iii) higher volumes on trading investments, (iv) the reduction in cost of funds following the 520 basis points decrease in the average BADLAR rate to 20.6% in 2017 due to the strong retail deposit franchise (low or non-interest-bearing deposits increased 53.1%) and the utilization of follow-on proceeds rathermore than interest-bearing deposits to partially fund loan growth. These increases were partially offset by a reduction in interest earned on assets.

In addition, certain extraordinary events explain this performance:  (i) non-recurring net gains from the sale of Viñas del Monte and other non-strategic properties and (ii) a Ps.50 million net loss due to impact of the appreciation of the Peso against the U.S. dollar between pricing and settlement of the Ps.4,768,170,000 global term note issued by the Bank in February 2017. In 2016, gross financial margin included a Ps.128.1 million gains from the termination of the Supervielle Renta Inmobiliaria Financial Trust.

The table below provides1 year. For further information, about NIM breakdown corresponding to the investment portfolio, loan portfolio excluding Foreign Trade and U.S.$ loans, and the loan portfolio.

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

 

 

(in percentages)

 

Net Interest Margin breakdown

 

 

 

 

 

Total NIM

 

19.1

%

20.6

%

Ps. NIM

 

21.8

%

22.4

%

U.S.$ NIM

 

6.8

%

5.5

%

Loan Portfolio NIM

 

20.0

%

21.0

%

Ps. NIM

 

23.9

%

23.1

%

U.S.$ NIM

 

3.1

%

0.7

%

Investment Portfolio NIM

 

14.8

%

18.9

%

Ps. NIM

 

13.0

%

18.8

%

U.S.$ NIM

 

22.8

%

23.2

%


(1)           Includes mainly U.S. dollar-denominated financial leases.

 

 

Interest Rates

 

 

 

2017

 

2016

 

BADLAR Interest Rate (eop)

 

23.3

%

19.9

%

BADLAR Interest Rate (avg)

 

20.6

%

25.8

%

TM20 (eop)

 

23.7

%

NA

 

TM20 (avg)

 

21.4

%

NA

 

NIM decreased 150 basis points year on year, with loan portfolio NIM decreasing 100 basis points. By contrast Pesos loan portfolio NIM increased 80 basis points, while higher share of U.S. dollar denominated loans within the loan and investment portfolios, explained part of the decrease.

2016 Compared to 2015

Gross financial margin for 2016 amounted to Ps.5.9 billion and the net interest margin was 20.6%, compared to Ps.3.4 billion and 18.1%, respectively, for 2015.

The improvement of gross financial margin for 2016 was mainly due to: (i) a 50.8% increase in the average balance of interest earning assets while average interest bearing liabilities including low or non-interest bearing deposits rose 42.5%, or Ps.9.4 billion (including a 49.2% increase or Ps.4.8 billion in low cost savings accounts and non-interest bearing checking accounts) and (ii) 195 basis points increase in the average interest rate earned on assets while interest paid on interest bearing liabilities and low or non-interest bearing deposits increased 10 basis points.

This performance is further explained by the following factors: (i) higher average volumes in the loan portfolio due to the deployment of the capital raised in IPO in May 2016, (ii) the removal by the Central Bank authorities in mid-December 2015 of interest rates caps and floors that had been in place during most of 2015, (iii) the replacement of certain high-interest bearing liabilities with IPO proceeds, (iv) a reduction commencing April 7, 2016, in the monthly contribution rate banks are required to pay to fund the Deposits Guarantee Fund from 0.06%, to 0.015% returning to the original monthly average of the daily deposits balance and (v) a Ps.128.1 million income from the termination of the Supervielle Renta Inmobiliaria Financial Trust. For an explanation of the termination of the Supervielle Renta Inmobiliaria Financial Trust and the related net gains, see “Item 4.D Property, Plants– Selected Statistical InformationAmounts past due loans and Equipment.other financing.  This was partially offset by (i) a significant rise in the BADLAR rate and the consequent increase in cost of funds, mainly for

In the consumer finance business, and (ii) higher regulatory reserve requirements set by the Central Bank in June 2016, up 3% for time deposits and 5% for current accounts.

Loan Loss Provisions

2017 Compared to 2016

Loan loss provisions totaled Ps.1.8 billion in 2017, a 72.1% increase compared to Ps.1.1 billion in 2016, mainly due to (i) an increase in the loan portfolio, including an increase in non-performing loans, (ii) our decision to increase our non-performing loan coverage ratio to 91.8% in December 2017 from 87.1% and (iii) the deterioration in the quality of assets mostly in the consumer finance segment. Asset quality deterioration in the consumer finance segment was due to salary adjustments resulting from collective bargaining agreements below the annual inflation rate in 2017 along with increases in public services tariffs, which impacted the population segment’s disposable income.

While higher delinquency rates experienced in the first months of the year arehave been typically expected to improve throughout the year as the beginning of the year salary bargaining agreements catch up with inflation improving consumers’ disposable income and their ability to pay their bills, thisbills. This behavior has been changing since 2016 and improvement has not been as fast as in previous years, changing the pattern and seasonality observed in prior years. Salary adjustments resulting from collective bargaining agreements below the annual inflation rate which accelerated in 2016,2018, along with additional increases in public services tariffs in 2016 and 2017,2018, further impacted the disposable income of the population in the Consumer Finance Segmentconsumer finance segment causing additional deterioration in asset quality. Taking a more conservative stance, during the first quarter of 2018, we tightened credit scoring standards and slowed origination in the consumer sentimentfinance segment. Those measures, despite the increasingly challenging environment, started to lag behind economic recovery as consumers remain more cautious about resilient inflation levels and higher tariffs. In turn, consumers in this segment are repaying loans at a slower pace.

Notwithstanding the above, these increases come alongshow some signs of improvement, with a higher gross intermediation marginsharp decrease in non-performing loans (“NPL”) creation levels in third quarter of 2018 compared to the second quarter of 2018. However very high levels of inflation in the Consumer Finance Segment.

fourth quarter of 2018 caused NPL creation to increase above the third quarter of 2018 levels but remaining below the second quarter of 2018 peak.

The percentage of the irregulardelinquent loan portfolio in both 20162018 and 2017 was 2.8%. NPL ratios improved in the retail segment4.1% and remained stable in the corporate segment. Combined, these segments accounted for 88.0% of the total loan portfolio as of December 31, 2017.

3.1%, respectively.

The consumer finance segment NPL ratio increased to 15.4%19.4% in December 20172018 from 10.7%14.7% in 20162017 mainly as a result of an increase in the personal loans NPL ratio to 21.4%26.0% as of December 31, 20172018 from 14.6%18.7% as of December 31, 2016.

2017.

Retail loans showed an NPL ratio of 2.6%3.3% as of December 31, 2017, decreasing2018, increasing from 3.7%2.8% as of December 31, 2016.2017. This was mainly driven by a decreasean increase in the personal loans NPL ratio to 2.5%3.5% in December 2018, from 2.9% in December 2017 from 3.7% in December 2016, along with a 30 basis points decreaseand an increase in the credit cards NPL ratio to 3.4%3.8% in December 2017.2018, from 3.4%

2016 Compared to 2015

Loan loss provisions totaled Ps.1.1 billion in 2016, a 94.5% increase compared to Ps.543.8 million in 2015,Corporate loans showed an NPL ratio of 1.1% as of December 31, 2018, increasing from 0.2% as of December 31, 2017, mainly due to the growth of the loan portfolio and the deterioration in asset quality experienced in the second quarter of 2016, mostly in our Consumer Finance Segment when the business was impacted by the challenging and volatile economy which resulted in a significant contraction of consumers’ disposable income. The increase in the allowance of loan losses due to this deterioration was partially offset by the increase in the Corporate loan portfolio which has lower delinquency rates. Allowances as a percentage of non-performing loans decreased to 87.1% from 89.7% in the previous year. The NPL ratio decreased to 2.8% in 2016 from 3.2% in 2015 due to the growth of the Corporate Loan portfolio. In March 2016, the Bank changed its write-off policy, in the retail segment moving to write-off at 270 days delinquency from 360 days.

Asset quality in the consumer finance customers deteriorated in the second quarter of 2016 although our conservative credit scoring standards remained unchanged. This segment was impacted in that quarter by the challenging and volatile economy which significantly contracted consumers’ disposable income. The increases in public service tariff and in transportation fares caused a spike in inflation in April and May 2016, while unions’ salary increase agreements were delayed towards the end of the quarter,macroeconomic conditions which impacted consumers’ ability to pay their loan installments.

In an effort to mitigate the seasonal increase in delinquency rates in the first half of every year, which then tends to decline as salary bargaining agreements catch up with inflation, we quickly strengthened our collection practicesnegatively SME and implemented preventive actions while maintaining our conservative credit scoring standards. As a result, lagged delinquency in 2016 began to decrease in July but remained at a higher level than the previous year. Lagged delinquency measures the real delinquency of the portfolio, without taking into account disbursements made in recent months. The delinquency on any one bucket is matched with the portfolio that originated such delinquency. Thus, the delinquency ratio for the portfolio in the 30-180 delinquency bucket as of December 2017, is calculated using in the denominator the portfolio outstanding as of June 2017.

middle-market companies’ profits and cash flows.

The following tables show the changes in our loan loss provisions for the periods indicated:

  ECL Allowance
  Stage 1 Stage 2 Stage 3 Total
Balance at the beginning of the year 2019 2,212,268  1,762,950  3,618,372  7,593,590 
Transfers            
1 to 2 (61,394) 311,209    249,815 
1 to 3 (92,597)   3,446,674  3,354,077 
2 to 3   (217,452) 747,949  530,497 
2 to 1 54,696  (336,834)   (282,138)
3 to 2   9,708  (31,725) (22,017)
3 to 1 15,515    (112,975) (97,460)
Net changes of financial assets (587,501 (715,925) 1,543,541  240,115 
Write-Offs     (5,029,098) (5,029,098)
Exchange Differences and Others 64,173  25,054  125,331  214,558 
Gross carrying amount at December 31, 2019 1,605,160  838,710  4,308,069  6,751,939 

 

 

 

Year ended December 31,

 

Change December 31,

 

 

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

 

 

 

(in thousands of Pesos)

 

(in percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at the beginning of the year

 

920,208

 

638,648

 

429,358

 

44.1

%

48.7

%

Provisions charged to income

 

1,820,169

 

1,057,637

 

543,844

 

72.1

%

94.5

%

Write-offs and reversals(1)

 

(1,194,018

)

(776,077

)

(334,554

)

53.9

%

132.0

%

Other adjustments

 

23,575

 

 

 

100.0

%

0.0

%

Balance at the end of year

 

1,569,934

 

920,208

 

638,648

 

70.6

%

44.1

%

Percentage of provisions net of write-offs and reversals

 

1.5

%

1.1

%

1.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions charged to income

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

Change December 31,

 

 

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

 

 

 

(in thousands of Pesos)

 

(in percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

Promissory notes(2)

 

63,519

 

58,557

 

2,228

 

8.5

%

2,528.2

%

Unsecured corporate loans

 

37,305

 

34,929

 

31,089

 

6.8

%

12.4

%

Overdrafts

 

40,755

 

67,737

 

27,392

 

(39.8

)%

147.3

%

Mortgage loans

 

14,253

 

2,348

 

58

 

507.0

%

3,948.3

%

Automobile and other secured loans

 

3,499

 

1,512

 

941

 

131.4

%

60.7

%

Personal loans

 

1,091,171

 

542,792

 

265,770

 

101.0

%

104.2

%

Credit cards loans

 

403,312

 

231,421

 

185,849

 

74.3

%

24.5

%

Foreign Trade Loans

 

59,942

 

67,737

 

1,820

 

(11.5

)%

3,621.8

%

Other financings

 

46,363

 

14,943

 

8,507

 

210.3

%

75.7

%

Other receivables from financial transactions

 

42,750

 

11,453

 

5,957

 

273.3

%

92.3

%

Receivables from financial leases

 

17,300

 

24,208

 

14,233

 

(28.5

)%

70.1

%

Total

 

1,820,169

 

1,057,637

 

543,844

 

72.1

%

94.5

%

Write-offs and reversals

 

 

 

 

 

 

 

 

 

 

 

Promissory notes

 

(22,167

)

(40,049

)

(6,858

)

(44.7

)%

484.1

%

Unsecured corporate loans

 

(13,019

)

(39,488

)

(4,403

)

(67.0

)%

796.8

%

Overdrafts

 

(23,682

)

(32,948

)

(10,895

)

(28.1

)%

202.4

%

Mortgage loans

 

 

 

(294

)

0.0

%

(100.0

)%

Automobile and other secured loans

 

(1,098

)

(2,636

)

(2,608

)

(58.3

)%

1.1

%

Personal loans

 

(759,000

)

(372,784

)

(186,248

)

103.6

%

100.2

%

Credit cards loans

 

(311,091

)

(254,072

)

(108,206

)

22.4

%

134.8

%

Foreign Trade Loans

 

 

 

 

0.0

%

0.0

%

Other financings

 

(19,208

)

(14,393

)

(3,852

)

33.5

%

273.6

%

Other receivables from financial transactions

 

(38,893

)

(7,291

)

(5,234

)

433.4

%

39.3

%

Receivables from financial leases

 

(5,860

)

(12,416

)

(5,956

)

(52.8

)%

108.5

%

Total

 

(1,194,018

)

(776,077

)

(334,554

)

53.9

%

132.0

%

  ECL Allowance
  Stage 1 Stage 2 Stage 3 Total
Balance at the beginning of the year 2018 2,601,836  1,542,565  2,971,288  7,115,689 
Transfers            
1 to 2 (111,310) 652,494    541,184 
1 to 3 (113,691)   1,608,825  1,495,134 
2 to 3   (234,756) 433,741  198,985 
2 to 1 35,469  (144,782)   (109,313)
3 to 2   27,351  (116,916) (89,565)
3 to 1 4,421    (56,700) (52,279)
Net changes of financial assets (214,161) (82,519) 2,787,456  2,490,776 
Write-Offs     (4,017,832) (4,017,832)
Exchange Differences and Others 9,704  2,597  8,510  20,811 
Gross carrying amount at December 31, 2018 2,212,268  1,762,950  3,618,372  7,593,590 

 


(1)         Consists of decreases in the allowance for loan losses when the loan for which the allowance was created is no longer in our balance sheet because it has been written-off, or because it has been collected, in which case the allowance is reversed. Loans are always 100% provisioned before being written off.

(2)         Consists of unsecured checks and accounts receivable deriving from factoring transactions.

  ECL Allowance
  Stage 1 Stage 2 Stage 3 Total
Balance at the beginning of the year 2017 1,671,137  1,208,107  2,419,985  5,299,229 
Transfers            
1 to 2 (67,559) 528,247    460,688 
1 to 3 (56,315)   1,270,440  1,214,125 
2 to 3   (145,482) 404,024  258,542 
2 to 1 34,017  (151,973)   (117,956)
3 to 2   27,633  (104,852) (77,219)
3 to 1 6,106    (96,698) (90,592)
Net changes of financial assets 1,003,203  74,923  1,904,413  2,982,539 
Write-Offs     (2,827,349) (2,827,349)
Exchange Differences and Others 11,247  1,111  1,324  13,682 
Gross carrying amount at December 30, 2017 2,601,836  1,542,566  2,971,287  7,115,689 

 

Troubled debt restructured loans, which typically have a higher probability of delinquency, did not represent a significant share of our total loan portfolio and, therefore, did not have a material impact on our total allowances for loan losses in these periods.

Net Services Fee Income

Our net services fee income was comprised of:

  As of December 31, Change
  2019 2018 2017 2019/2018 2018/2017
  (In thousands of Pesos, except percentages)
Deposit Accounts 3,509,557  3,398,652  3,591,081  3.3%  (5.4)%
Credit cards commissions 2,897,583  3,361,286  3,598,831  (13.8)% (6.6)%
Loan Related 294,820  601,763  543,388  (51.0)% 10.7% 
Other commissions 1,897,647  1,757,005  1,594,665  8.0%  10.2% 
Total Services fee income 8,599,607  9,118,706  9,327,965  (5.7)% (2.2)%
Exports and foreign currency transactions 72,803  82,295  63,740  (11.5)% 29.1% 
Services fee paid 2,171,167  2,099,325  1,813,672  3.4%  15.7% 
Total Services fee expenses 2,243,970  2,181,620  1,877,412  2.9%  16.2% 
Income from insurance activities 1,393,356  1,305,522  1,383,709  6.7%  (5.7)%
NET SERVICES FEE INCOME 7,748,993  8,242,608  8,834,262  (6.0)% (6.7)%

 

 

 

Year ended
December 31,

 

Change
December 31,

 

 

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

 

 

 

(in thousands of Pesos)

 

(in percentages)

 

Income from

 

 

 

 

 

 

 

 

 

 

 

Deposit Accounts

 

1,434,344

 

925,300

 

683,888

 

55.0

%

35.3

%

Loan Related

 

182,025

 

151,331

 

125,625

 

20.3

%

20.5

%

Credit and Debit Cards

 

1,514,963

 

1,188,288

 

772,865

 

27.5

%

53.8

%

Insurances

 

231,572

 

234,573

 

399,790

 

(1.4

)%

(41.3

)%

Check Administration Commission

 

252,491

 

178,644

 

122,601

 

41.3

%

45.7

%

Safe Deposit Box

 

128,431

 

91,062

 

74,760

 

41.0

%

21.8

%

Receivables from financial leases

 

126,741

 

78,213

 

67,369

 

62.0

%

16.1

%

Financial agent for the Province of San Luis(1)

 

671

 

49,888

 

72,839

 

(98.7

)%

(31.5

)%

Payments to retirees

 

30,544

 

27,892

 

25,572

 

9.5

%

9.1

%

Mutual funds management

 

204,818

 

139,941

 

80,234

 

46.4

%

74.4

%

Foreign transactions commissions

 

173,535

 

123,036

 

69,547

 

41.0

%

76.9

%

Other

 

693,137

 

339,348

 

340,618

 

104.3

%

(0.4

)%

Total income(2)

 

4,973,272

 

3,527,516

 

2,835,708

 

41.0

%

24.4

%

Expenses from

 

 

 

 

 

 

 

 

 

 

 

Commissions paid(3)

 

768,386

 

532,282

 

450,857

 

44.4

%

18.1

%

Turnover tax

 

375,447

 

274,927

 

129,857

 

36.6

%

111.7

%

Promotions related to credit cards

 

257,715

 

212,730

 

148,882

 

21.1

%

42.9

%

Exports and foreign currency transactions

 

19,039

 

11,782

 

9,016

 

61.6

%

30.7

%

Other

 

75,261

 

48,939

 

39,880

 

53.8

%

22.7

%

Total expenses(2)

 

1,495,848

 

1,080,660

 

778,492

 

38.4

%

38.8

%

Net services fee income

 

3,477,424

 

2,446,856

 

2,057,216

 

42.1

%

18.9

%



(1)   On January 17, 2017, the Province of San Luis notified Banco Supervielle of its decision to terminate, as of February 28, 2017, the Amended Financial Agency Agreement.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(2)   Includes fees related to securitization transactions, foreign trade and miscellaneous commissions, among others.

(3)   Includes marketing costs, ATM insurance and charges related to payment services and credit and debit cards, among others.

 

20172019 Compared to 20162018

Net services fee income (excluding income from insurance activities) totaled Ps.3.5 Ps.6.4 billion in 2017,2019, a 42.1% increase8.4% decrease compared to Ps.2.4Ps.6.9 billion in 2016.2018.

The increasedecrease in our services fee income was driven mainly by (i) a decrease in fees from credit and debit cards, (ii) a decrease in loan related fees, which was partially offset by an increase in deposit account commissions (ii) an increase in income from credit and debit cards and (iii) an increase in other fees. These increases were partially offset by a decrease in fees paid to us for services provided as financial agent for the Province of San Luis.

Service charges on deposit accounts are comprised principally of maintenance and transaction fees on checking and savings accounts. These fees increased to Ps.1.4Ps.3.5 billion in 20172019 from Ps.925.3 millionPs.3.4 billion in 2016, as a result of the increase in the volume of checking accounts and savings accounts, products packages, as well as an increase in fees charged per account after the deregulation of the commissions by the Central Bank.2018.

Credit and debit card fees increaseddecreased to Ps.1.5Ps.2.9 billion in 2017,2019, from Ps.1.2Ps.3.4 billion in 2016,2018, reflecting higher businesslower average volumes of credit and debit cards as well as an increase in fee pricing of certain items (excluding MDR (as defined below)) as per current Central Bank regulations, which offset the reduction in credit card and debit card merchant discounted rates (“MDR”). MDR are commissions charged by the issuer of credit and debit cards on the amount of credit and debit card transactions. The maximum MDR for 20172019 and 2018 was 2.0%1.65% and 1.85%, compared to 3% for 2016,respectively, and the maximum debit card sales commissions for 20172019 and 2018 was 1.0%0.8% and 0.9%, comparedrespectively.

Pursuant to 1.5% for 2016.

On March 21, 2016,Communication “A” 6212, effective as of April 1, 2017, the Central Bank eliminated prior authorization requirementsissued a program to chargegradually reduce MDR on an annual basis. In this regard,. the maximum MDR for 2018 and 2019 were 1.85% and 1.65%, respectively, and are expected to drop to 1.50% and 1.30% in 2020 and 2021, respectively. The maximum debit card sales commissions for 2018 and 2019 were 0.90% and 0.80% respectively, and are expected to drop to 0.70% and 0.60% in 2020 and 2021, respectively.

Other commissions increased to Ps.1.9 billion in 2019 from Ps.1.8 billion in 2018, mainly from the sale of non-financial services and repricing of non-credit related insurance premiums.

Services fee expense increased 2.9%, to Ps.2.2 billion in 2019 remaining stable from 2018, primarily due to higher commissions paid due to higher business volume, while fees paid on exports and foreign currency transactions decreased an 11.5%, or Ps.9.5 million.

2018 Compared to 2017

Net services fee income (excluding income from insurance activities) totaled Ps.6.9 billion in 2018, a 6.9% decrease compared to Ps.7.5 billion in 2017.

The decrease in our services fee income was driven mainly by (i) a decrease in deposit account commissions, (ii) a decrease in fees from credit and debit cards partially offset by an increase in other fees.

Service charges on deposit accounts are comprised principally of maintenance and transaction fees on checking and savings accounts. These fees decreased to Ps.3.4 billion in 2018 from Ps.3.6 billion in 2017.

Credit and debit card fees decreased to Ps.3.4 billion in 2018, from Ps.3.6 billion in 2017, reflecting lower average volumes of credit and debit cards as well as the reduction in MDR. The maximum MDR for new2018 and 2017 was 1.85% and 2.0%, respectively, and the maximum debit card sales commissions for 2018 and 2017 was 0.9% and 1.0%, respectively.

Pursuant to Communication “A” 6212, effective as of April 1, 2017, the Central Bank issued a program to gradually reduce MDR on an annual basis. In this regard, the maximum MDR for 2017 and 2018 was 2.0%, and 1.85%, respectively. The maximum debit card sales commissions for 2017 and 2018 was 1.0%, and 0.90%, respectively.

Other commissions increased to Ps.1.8 billion in 2018, from Ps.1.6 billion in 2017, mainly due to the sales of products and otherservices of Espacio Cordial.

Services fee increases. As part ofexpense increased 16.2%, to Ps.2.2 billion in 2018 from Ps.1.9 billion in 2017, primarily due to (i) higher commissions paid due to higher business volume, (ii) a transition schedule, a 20.0%29.1%, or Ps.18.6 million increase in all bankingexports and foreign currency transactions.

197 

Income from insurance activities

2019 Compared to 2018

In 2019 income from insurance activities amounted to Ps.1.4 billion in 2019, reflecting a 6.7% increase from the Ps.1.3 billion recorded in 2018 due to the increase in non-credit related policies that offset the decrease in credit related policies following Central Bank regulations.

2018 Compared to 2017

In 2018 Income from Insurance activities amounted to Ps.1.3 billion in 2018, reflecting a 5.7% decrease from the Ps.1.4 billion recorded in 2017 due to the decrease in credit related policies following Central Bank regulations that offset the increase in noncredit related policies.

Personnel and Administration Expenses

The following table sets forth the components of our administrative expenses:

  As of December 31, Change
December 31,
  2019 2018 2017 2019/2018 2018/2017
  (In thousands of Pesos, except percentages)
Salaries and social charges 12,415,668  10,009,697  10,258,005  24.0% (2.4)%
Other personnel expenses 1,748,621  3,494,603  3,181,160  -50.0% 9.9%
Total Personnel expenses 14,164,289  13,504,300  13,439,165  4.9% 0.5%
Directors’ and statutory auditors’ fees 280,833  251,527  199,248  11.7% 26.2%
Other professional fees 1,017,618  2,541,276  1,690,134  (60.0)% 50.4%
Advertising and publicity 542,054  633,316  673,128  (14.4)% -5.9%
Taxes 1,469,457  1,648,448  1,672,778  (10.9)% -1.5%
Maintenance, security and services 1,727,446  846,859  804,156  104.0% 5.3%
Leases 51,745  715,107  621,265  (92.8)% 15.1%
Other 2,484,390  1,978,863  1,905,585  25.5% 3.8%
Total Administration Expenses 7,573,543  8,615,396  7,566,294  (12.1)% 13.9%
Total Personnel and Administration Expenses 21,737,832  22,119,696  21,005,459  (1.7)% 5.3%

2019 Compared to 2018

In 2019 personnel expenses amounted to Ps.14.2 billion in 2019, reflecting a 4.9% increase from the Ps.13.5 billion recorded in 2018 mainly explained by salary increases both at the Bank level and other subsidiaries and non-recurring severance and early retirement charges recorded in other personnel expenses, while the number of employees decreased 4.5% in 2019.

The number of our employees was authorized5,019 compared to 5,253 as of December 31, 2018. See “Item 6. Directors,. Senior Management and Employees—Employees—Compensation.

Administration expenses totaled Ps.7.6 billion, a 12.1% decrease compared to Ps.8.6 billion recorded in 2018. This decrease was primarily due to (i) a decrease in other professional fees (including audit, legal and other professional fees) to Ps.1.0 billion in 2019 from Ps.2.5 billion in 2018, (ii) a 10.9% or Ps.179.0 million decrease in taxes which amounted Ps.1.5 billion in 2019, and (iii) a 14.4% or Ps.91.3 million decrease in advertising and publicity which amounted Ps.542.1 million in 2019. These were partially offset by a 20.4% or Ps. 722.8 million increase in other expenses including leases, security service expenses, maintenance and electricity, among others.

In 2019, the efficiency ratio was 62.7%, increasing 90 basis points from 2018. This increase was primarily due to a 6.0% decrease in revenues, which was partially offset by a 4.6% decrease in total personnel and administration expenses.

198 

2018 Compared to 2017

In 2018 personnel expenses amounted to Ps.13.5 billion in 2018, reflecting a 0.5% increase from the Ps.13.4 billion recorded in 2017 as the decrease in the number of employees in the consumer finance segment was offset by inorganic growth from acquisitions.

The number of our employees was 5,253 compared to 5,236 as of December 31, 2017. See “Item 6. Directors, Senior Management and Employees—Employees—Compensation.”

Administration expenses totaled Ps.8.6 billion, a 13.9% increase compared to Ps.7.6 billion recorded in 2017. This increase was primarily due to (i) an increase in other professional fees (including audit, legal and other professional fees) to Ps.2.5 billion in 2018 from Ps.1.7 billion in 2017, (ii) a 6.3%, or Ps.209.8 million increase in other expenses including leases, security service expenses, maintenance, insurance and electricity, among others, which amounted to Ps.3.5 billion in 2018. This increase was partially offset by (i) a 5.9% or Ps.39.8 million decrease in advertising and publicity which amounted Ps.633.3 million in 2018 and (ii) a 1.5% or Ps.24.3 million decrease in taxes which amounted Ps.1.6 billion in 2018.

Other Income/(Expenses), Net

2019 Compared to 2018

We had other expenses, net of Ps.3.6 billion for 2019, compared to Ps.2.8 billion in 2018. This was due to lower insurance fees, a decrease in fees from safety box and a 97.2% or Ps. 814.8 million increase in other expenses, mainly due to a provision to execute several strategic initiatives in different business segments and losses from investment properties.

2018 Compared to 2017

We had other expenses, net of Ps.2.8 billion for 2018, compared to Ps.3.6 billion in 2017. This was due to higher turnover taxes which were more than offset by higher commissions earned from guarantee lines and higher gains from investment properties.

Other Comprehensive Income, net of tax

2019 Compared to 2018

Other comprehensive loss, net of tax totaled Ps.47.7 million compared to a net gain of Ps.371.2 million in 2018. This reflects mainly the difference between the amortized cost and the market value of financial instruments held for investments.

2018 Compared to 2017

Other comprehensive income, net of tax totaled Ps.371.2 million compared to Ps.72.1 million in 2017. This reflects mainly the revaluation of real estate properties together with the difference between the amortized cost and the market value of financial instruments held for investments.

Income Tax

As per the tax reform passed by Congress in December 2017 and the amendment to Income Tax Law No. 20,628 (the “Income Tax Law”) passed in December 2019, the corporate tax rate declined to 30% from 35% starting in fiscal year 2018, and will further decline to 25% in fiscal year 2022, while a withholding tax on Junedividends was created with a rate of 7% since 2018 and 13% commencing fiscal year 2022. In addition, through the adoption of IFRS effective January 1, 2016. Since September 2016, further increases2018, the Company began to recognize deferred tax assets and liabilities.

199 

Additionally, as income tax is paid by each subsidiary on an individual basis, tax losses in banking charges mayone legal entity cannot be implemented without requiringoffset by tax gains in another legal entity. Income from liquidity retained at the prior authorizationholding company, allowed Supervielle to more than offset financial expenses paid through this vehicle and use tax credits existing from previous years, which in turn explained until 2018, a lower effective tax rate.

The above mentioned tax reform allowed the deduction of losses arising from exposures to changes in the purchasing power of the Central Bank.currency, only if inflation as measured by the Consumer Price Index (CPI) issued by the INDEC would exceed the following thresholds applicable for each fiscal year: 55% in 2018, 30% in 2019 and 15% in 2020. For 2021 and subsequent periods, inflation must exceed 100% in 3 years on a cumulative basis in order to deduct inflation losses. In 2018 the 55% threshold was not met, but in 2019 inflation widely exceeded 30%. Therefore, the income tax provision for 2019 considers the losses arising from exposures to changes in the purchasing power of the currency, which lower significantly the income tax expense for the current year.

For income tax return purposes, one sixth (1/6) of the inflation losses arising in the 2019 fiscal year will be deductible in 2019, while the remaining five sixths (5/6) will be deductible in each of the subsequent 5 years. Accordingly, one sixth (1/6) of the inflation losses reduce the current income tax provision, while the other five sixths (5/6) create a deferred tax asset.

2019 Compared to 2018

The income tax charge in 2019 was Ps.168.7 million compared to Ps.1.6 billion charged in 2018. The decrease was due to the deduction of losses arising from exposure to changes in the purchasing power of the currency, which lower significantly the income tax expense for the current year. As opposed to fiscal year 2019, in fiscal year 2018 these expenses were not deductible according to the Income Tax Law.

2018 Compared to 2017

The income tax charge in 2018 was Ps.1.6 billion compared to Ps.1.8 billion charged in 2017. The decrease was due to a lower income tax rate in effect for 2018, which is applied to the taxable income which among other adjustments does not include the loss from exposure to changes in the purchasing power of the currency.

Results by Segments

Our results by segments for the years ended December 31, 2019, 2018 and 2017 are shown in Note 3 to our audited consolidated financial statements.

The table below sets forth information regarding the financial statements and the results of our personal and business banking (former retail banking segment), corporate banking, treasury, consumer finance, insurance and asset management and other services business segments for the years ended December 31, 2019, 2018 and 2017.

200 

  Grupo Supervielle S.A.
  For the year ended December 31, 2019
  (in thousands of Pesos)
  Retail
Banking
 Corporate
Banking
 Bank
Treasury
 Consumer
Finance
 Insurance Asset
Management
and Other
Services
 Adjustments Consolidated
Total
Interest income 19,943,285  16,620,870  4,504,500  5,020,100    223,067  (1,517,227) 44,794,595 
Interest expenses (9,330,992) (2,914,797) (21,148,187) (3,140,068)   (133,753) 1,754,346  (34,913,451)
Distribution of Income (Expense) for Treasury Funds(1) 4,735,940  (6,707,314) 1,971,374           
                         
Net interest income 15,348,233  6,998,759  (14,672,313) 1,880,032    89,314  237,119  9,881,144 
Net income from financial instruments (NIFFI) at fair value through profit or loss 10,257    20,078,197  243,387  386,589  97,619  144,917  20,960,966 
Exchange rate difference on gold and foreign currency 1,910,742  206,955  (2,483,544) 8,202  1,233  21,725  10,617  (324,070)
                         
NIFFI and Exchange Rate Differences 1,920,999  206,955  17,594,653  251,589  387,822  119,344  155,534  20,636,896 
                         
Net Financial Income 17,269,232  7,205,714  2,922,340  2,131,621  387,822  208,658  392,653  30,518,040 
Services fee income 5,457,779  922,499  36,923  1,787,165    637,936  (242,695) 8,599,607 
Services fee expense (1,453,790) (122,345) (48,859) (653,485)   (30,416) 64,925  (2,243,970)
Income from insurance activities         1,195,580    197,776  1,393,356 
                         
Net Service Fee Income 4,003,989  800,154  (11,936) 1,133,680  1,195,580  607,520  20,006  7,748,993 
                         
Subtotal 21,273,221  8,005,868  2,910,404  3,265,301  1,583,402  816,178  412,659  38,267,033 
Result from exposure to changes in the purchasing power of money (1,577,053) (1,863,177) (393,524) (838,689) (884,821) (349,376) 547,075  (5,359,565)
Other operating income 1,119,911  735,451  343,425  417,651  7,485  155,955  (24,611) 2,755,267 
Loan loss provisions (2,919,371) (3,586,981) 24,645  (1,292,881)   37,720    (7,736,868)
                         
Net Operating Income 17,896,708  3,291,161  2,884,950  1,551,382  706,066  660,477  935,123  27,925,867 
Personnel expenses (9,762,313) (1,826,316) (650,090) (1,278,332) (187,524) (304,708) (155,006) (14,164,289)
Administration expenses (4,902,930) (659,642) (310,553) (1,169,952) (263,978) (265,146) (1,342) (7,573,543)
Depreciations and impairment of non-financial assets (1,306,002) (265,234) (71,296) (100,299) (9,366) (6,621) (55,853) (1,814,671)
Other operating expenses (3,399,168) (1,698,769) (510,621) (635,888) (1,229) (99,533) (13,083) (6,358,291)
                         
Subtotal (1,473,705) (1,158,800) 1,342,390  (1,633,089) 243,969  (15,531) 709,839  (1,984,927)
Income for subsidiaries and joint ventures       3,357      (3,357)  
                         
Income/(loss) before
taxes
 (1,473,705) (1,158,800) 1,342,390  (1,629,732) 243,969  (15,531) 706,482  (1,984,927)
Income tax 10,427  1,523  17,516  541,324  (221,592) (86,158) (431,735) (168,695)
Net loss for the year (1,463,278) (1,157,277) 1,359,906  (1,088,408) 22,377  (101,689) 274,747  (2,153,622)
                         
Net income (loss) for the year attributable to owners of the parent company (1,463,278) (1,157,277) 1,359,906  (1,088,408) 22,377  (101,689) 276,769  (2,151,600)
Net income (loss) for the year attributable to non-controlling interest             (2,022) (2,022)
Other Comprehensive Income (37,056) (26,149) (65,995)   81,366    1  (47,833)
                         
Other comprehensive income attributable to parent company (37,056) (26,149) (65,995)   81,366    133  (47,701)
Other comprehensive income attributable to non-controlling interest             (132) (132)
Comprehensive Income (Loss) (1,500,334) (1,183,426) 1,293,911  (1,088,408) 103,743  (101,689) 274,748  (2,201,455)
                         
Comprehensive income (loss) for the year attributable to owners of the parent company (1,500,334) (1,183,426) 1,293,911  (1,088,408) 103,743  (101,689) 276,902  (2,199,301)

201 

  Grupo Supervielle S.A.
  For the year ended December 31, 2019
  (in thousands of Pesos)
  Retail
Banking
 Corporate
Banking
 Bank
Treasury
 Consumer
Finance
 Insurance Asset
Management
and Other
Services
 Adjustments Consolidated
Total
Comprehensive income (loss) for the year attributable to non-controlling interest             (2,154) (2,154)
Assets                        
Cash and due from banks 7,691,602  1,022,915  16,870,526  321,145  3,385  2,420,972  (1,927,446) 26,403,099 
Debt Securities at fair value through profit or loss     312,306  92,762    163,433    568,501 
Loans and other financing 36,757,453  43,426,550  3,720,408  5,036,973  453,978  30,746  (1,416,097) 88,010,011 
Other assets 2,525,566  1,335,130  17,533,288  2,975,202  1,091,343  538,602  7,703,949  33,703,080 
Total Assets 46,974,621  45,784,595  38,436,528  8,426,082  1,548,706  3,153,753  4,360,406  148,684,691 
Liabilities                        
Deposits 59,571,804  14,479,560  15,676,584  1,634,091      (2,353,862) 89,008,177 
Financing received from the Argentine Central Bank and other financial institutions 12,605    8,998,732  949,764    46,020  (989,524) 9,017,597 
Unsubordinated negotiable Obligations 108,506  76,568  5,885,843      15,558    6,086,475 
Other Liabilities 4,469,288  1,660,750  4,344,219  3,194,412  757,986  2,583,709  4,126,683  21,137,047 
Total Liabilities 64,162,203  16,216,878  34,905,378  5,778,267  757,986  2,645,287  783,297  125,249,296 

  Grupo Supervielle S.A.
  For the year ended December 31, 2018
  (in thousands of Pesos)
  Retail
Banking
 Corporate
Banking
 Bank
Treasury
 Consumer
Finance
 Insurance Asset
Management
and Other
Services
 Adjustments Consolidated
Total
Interest income 20,200,645  16,516,702  2,777,378  8,099,756  60,224  457,730  (1,322,399) 46,790,036 
Interest expenses (5,994,400) (2,040,304) (16,754,056) (2,996,575)   (348,189) 1,346,134  (26,787,390)
Distribution of Income (Expense) for Treasury Funds(1) 1,148,153  (6,594,932) 5,446,779           
                         
Net interest income 15,354,398  7,881,466  (8,529,899) 5,103,181  60,224  109,541  23,735  20,002,646 
Net income from financial instruments (NIFFI) at fair value through profit or loss 70,152    8,625,394  (899,758) 265,112  84,746  1,561,749  9,707,395 
Exchange rate difference on gold and foreign currency 1,270,863  123,169  330,812  6,847  (8) 35,431  (33,877) 1,733,237 
                         
NIFFI and Exchange Rate Differences 1,341,015  123,169  8,956,206  (892,911) 265,104  120,177  1,527,872  11,440,632 
                         
Net Financial Income 16,695,413  8,004,635  426,307  4,210,270  325,328  229,718  1,551,607  31,443,278 
Services fee income 5,418,126  831,023  40,506  2,215,442    677,975  (64,366) 9,118,706 
Services fee expense (1,232,265) (103,137) (85,134) (758,049)   (32,149) 29,114  (2,181,620)
Income from insurance activities         1,025,991    279,531  1,305,522 
                         
Net Service Fee Income 4,185,861  727,886  (44,628) 1,457,393  1,025,991  645,826  244,279  8,242,608 
                         
Subtotal 20,881,274  8,732,521  381,679  5,667,663  1,351,319  875,544  1,795,886  39,685,886 
Result from exposure to changes in the purchasing power of money (1,835,081) (2,365,062) (1,562,400) (885,652) (399,486) (186,231) (2,019,109) (9,253,021)
Other operating income 1,486,750  1,415,572  117,166  812,447  6,636  141,375  (174,812) 3,805,134 
Loan loss provisions (2,557,593) (1,332,146) (24,995) (3,934,373)   (117,924)   (7,967,031)
                         
Net Operating Income 17,975,350  6,450,885  (1,088,550) 1,660,085  958,469  712,764  (398,035) 26,270,968 
Personnel expenses (8,803,439) (1,574,602) (543,288) (1,791,966) (171,808) (294,857) (324,340) (13,504,300)
Administration expenses (5,652,992) (730,139) (283,864) (1,436,941) (233,661) (300,768) 22,969  (8,615,396)
Depreciations and impairment of non-financial assets (398,291) (127,812) (28,250) (70,023) (7,522) (2,615) (30,641) (665,154)
Other operating expenses (3,557,128) (1,570,475) (439,465) (963,097) (1,021) (82,067) (19,908) (6,633,161)
                         

202 

  Grupo Supervielle S.A.
  For the year ended December 31, 2018
  (in thousands of Pesos)
  Retail
Banking
 Corporate
Banking
 Bank
Treasury
 Consumer
Finance
 Insurance Asset
Management
and Other
Services
 Adjustments Consolidated
Total
Subtotal (436,500) 2,447,857  (2,383,417) (2,601,942) 544,457  32,457  (749,955) (3,147,043)
Income for subsidiaries and joint ventures       (6,881)     6,881   
                         
Income/(loss) before taxes (436,500) 2,447,857  (2,383,417) (2,608,823) 544,457  32,457  (743,074) (3,147,043)
Income tax (337,442) (635,966) (138,783) 361,888  (236,071) (58,690) (510,010) (1,555,074)
Net Income (loss) for the year (773,942) 1,811,891  (2,522,200) (2,246,935) 308,386  (26,233) (1,253,084) (4,702,117)
                         
Net income (loss) for the year attributable to owners of the parent company (733,224) 1,811,891  (2,522,200) -2,246,935  308,386  (26,233) (1,249,735) (4,658,050)
Net income (loss) for the year attributable to non-controlling interest (40,718)           (3,349) (44,067)
Other Comprehensive Income (24,855) 189,655  186,199  318  (1,658)   21,958  371,617 
                         
Other comprehensive income attributable to parent company (24,855) 189,655  186,199  318  (1,658)   21,572  371,231 
Other comprehensive income attributable to non-controlling interest             386  386 
Comprehensive Income (Loss) (798,797) 2,001,546  (2,336,001) (2,246,617) 306,728  (26,233) (1,231,126) (4,330,500)
                         
Comprehensive income (loss) for the year attributable to owners of the parent company (758,079) 2,001,546  (2,336,001) (2,246,617) 306,728  (26,233) (1,228,163) (4,286,819)
Comprehensive income (loss) for the year attributable to non-controlling interest (40,718)           (2,963) (43,681)
Assets                        
Cash and due from banks 7,239,531  500,337  43,851,308  94,475  4,823  895,461  (763,563) 51,822,372 
Debt Securities at fair value through profit or loss     22,984,545    153,895  108,889    23,247,329 
Loans and other financing 47,358,154  59,764,723  4,345,135  9,862,852  706,712  926,389  (4,192,330) 118,771,635 
Other assets 1,755,720  123,346  8,711,917  2,669,278  573,006  970,498  9,387,709  24,191,474 
Total Assets 56,353,405  60,388,406  79,892,905  12,626,605  1,438,436  2,901,237  4,431,816  218,032,810 
Liabilities                        
Deposits 79,499,070  14,492,455  50,620,684  2,565,917      (1,181,925) 145,996,201 
Financing received from the Argentine Central Bank and other financial institutions 16,657  11,095,730  1,209,680  3,911,307    283,892  (4,160,160) 12,357,106 
Unsubordinated negotiable Obligations     11,412,744  2,005,981    78,633  820,087  14,317,445 
Other Liabilities 4,910,579  1,554,733  2,981,986  2,654,830  595,742  1,735,797  4,825,996  19,259,663 
Total Liabilities 84,426,306  27,142,918  66,225,094  11,138,035  595,742  2,098,322  303,998  191,930,415 

(1)These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

203 

  

Grupo Supervielle S.A.

  

For the year ended December 31, 2017

  

(in thousands of Pesos)

  

Retail
Banking

 

Corporate
Banking

 

Bank
Treasury

 

Consumer
Finance

 

Insurance

 

Asset Mgmt
and Other
Services

 

Adjustments

 

Consolidated
Total

Interest income 15,485,230  9,193,774  2,150,111  8,389,548      (968,139) 34,250,524 
Interest expenses (3,737,355) (451,503) (6,995,270) (2,648,088)   (29) 1,049,288  (12,782,957)
Distribution of Income (Expense) for Treasury Funds(1) 2,662,554  (5,253,561) 2,591,007           
Net interest income 14,410,429  3,488,710  (2,254,152) 5,741,460    (29) 81,149  21,467,567 
Net income from financial instruments (NIFFI) at fair value through profit or loss (28,907)   4,425,101  (634,803) 235,516  64,910  1,392,537  5,454,354 
Exchange rate difference on gold and foreign currency 365,444  (104,511) 325,848  8,356    1,831  7,766  604,734 
NIFFI and Exchange Rate Differences 336,537  (104,511) 4,750,949  (626,447) 235,516  66,741  1,400,303  6,059,088 
Net Financial Income 14,746,966  3,384,199  2,496,797  5,115,013  235,516  66,712  1,481,452  27,526,655 
Service fee income 5,722,307  1,130,057  41,992  1,721,223    513,216  199,170  9,327,965 
Service fee expense (1,250,037) (59,582) (44,019) (178,106)     (345,668) (1,877,412)
Income from insurance activities         983,795    399,914  1,383,709 
Net Service Fee Income 4,472,270  1,070,475  (2,027) 1,543,117  983,795  513,216  253,416  8,834,262 
Subtotal 19,219,236  4,454,674  2,494,770  6,658,130  1,219,311  579,928  1,734,868  36,360,917 
Result from exposure to changes in the purchasing power of money (948,332) (1,153,660) (469,255) (264,439) (217,545) (40,496) (892,463) (3,986,190)
Other operating income 1,806,462  604,994  145,679  1,378,346  4,890  (3,770) (1,109,125) 2,827,476 
Loan loss provisions (2,165,779) (445,109) (10,574) (3,576,034)     (6,852) (6,204,348)
Net Operating Income 17,911,587  3,460,899  2,160,620  4,196,003  1,006,656  535,662  (273,572) 28,997,855 
Personnel expenses (8,925,324) (1,653,483) (610,812) (1,887,567) (169,025) (93,129) (99,825) (13,439,165)
Administration expenses (5,409,736) (684,388) (323,670) (1,717,251) (214,828) (24,521) 808,100  (7,566,294)
Depreciations and impairment of non-financial assets (589,546) (130,233) (152,759) (76,898) (7,024) (266) (93) (956,819)
Other operating expenses (3,993,643) (1,028,888) (351,944) (964,378) (2,598) (20,783) (32,308) (6,394,542)
Subtotal (1,006,662) (36,093) 721,435  (450,091) 613,181  396,963  402,302  641,035 
Income for subsidiaries and joint ventures       10,411      (10,411)  
Income / (Loss) before Taxes (1,006,662) (36,093) 721,435  (439,680) 613,181  396,963  391,891  641,035 
Income tax (184,935) (222,877) (583,091) (398,280) (244,960) (150,825) (17,901) (1,802,869)
Net income (loss) for the year (1,191,597) (258,970) 138,344  (837,960) 368,221  246,138  373,990  (1,161,834)
Net income (loss) for the year attributable to owners of the parent company (1,192,896) (258,970) 138,344  (837,960) 368,221  246,138  376,658  (1,160,465)
Net loss for the year attributable to non-controlling interest 1,299            (2,668) (1,369)
Other Comprehensive Income 6,998  7,879  2,889  (111) 57,915    (3,450) 72,120 
Other comprehensive income attributable to the parent company 6,998  7,879  2,889  (111) 57,915    (3,470) 72,100 
Other comprehensive income attributable to non-controlling interest             20  20 
Comprehensive Income (Loss) (1,184,599) (251,091) 141,233  (838,071) 426,136  246,138  370,540  (1,089,714)
Comprehensive income (loss) for the year attributable to owners of the parent company (1,185,898) (251,091) 141,233  (838,071) 426,136  246,138  373,188  (1,088,365)
Comprehensive income (loss) for the year attributable to non-controlling interest 1,299            (2,648) (1,349)

  

Grupo Supervielle S.A.

  

As of December 31, 2018

  

(in thousands of Pesos)

  

Retail
Banking

 

Corporate
Banking

 

Bank
Treasury

 

Consumer
Finance

 

Insurance

 

Asset Mgmt
and Other
Services

 

Adjustments

 

Consolidated
Total

Assets                        
Cash and due from banks 6,357,430  590,773  18,104,666  165,664  6,841  541  -20,593  25,205,322 
Debt Securities at fair value through profit or loss     25,052,554  172,260      677,370  25,902,184 
Loans and other financing 48,927,312  68,919,197  5,133,358  15,113,729  216,831  39,326  -4,348,394  134,001,359 
Other assets 958,922  27,501  11,909,500  3,251,455  1,155,018  435,670  5,180,857  22,918,923 
                         
Total Assets 56,243,664  69,537,471  60,200,078  18,703,108  1,378,690  475,537  1,489,240  208,027,788 
Liabilities                        
Deposits 80,026,461  10,482,457  36,399,868  1,600,834      -390,330  128,119,290 
Financing received from the Argentine Central Bank and other financial institutions 14,796  6,253,027  1,398,610  439,402      -97,680  8,008,155 
Unsubordinated negotiable Obligations     14,612,858  4,341,420      553,573  19,507,851 
Other Liabilities 7,773,656  1,948,346  11,403,533  9,535,194  554,777  203,894  -10,242,222  21,177,178 
Total Liabilities 87,814,913  18,683,830  63,814,869  15,916,850  554,777  203,894  -10,176,659  176,812,474 

(1) These amounts are calculated based on tunds segments use or provide and net zero in the consolidation process.

Below is a discussion of our results of operations by segments for the years ended December 31, 2018 and 2017.

Retail Banking

2019 Compared to 2018

Attributable comprehensive income in 2019 recorded a Ps.1.5 billion loss, compared to a Ps.758.1 million loss in 2018.

The main factors explaining the decrease were: (i) a Ps.361.8 million increase in loan loss provisions to Ps.2.9 billion from Ps.2.6 billion in 2018, (ii) a Ps.208.8 million increase in personnel and administration expenses to Ps.14.7 billion, (iii) a Ps.907.7 million increase in depreciation and amortization to Ps.1.3 billion, (iv) a Ps.181.9 million decrease in net services fee income to Ps.4.0 billion from Ps.4.2 billion, and (v) a Ps.208.9 million increase in other expenses, net, to Ps.2.3 billion from Ps.2.1 billion. These were partially offset by (i) a 14.1% decrease or Ps. 258.0 million decrease in the loss from exposure to changes in the purchasing power to Ps. 1.6 billion, (ii) 3.4% or Ps. 573.8 million increase in net financial income to Ps. 17.3 billion from Ps. 16.7 billion, and (ii) a Ps.10.4 million gain recognized in income tax compared to a Ps.337.4 million charge in 2018.

Result from exposure to changes in the purchasing power of money for 2019 totaled a Ps.1.6 billion loss, from the Ps.1.8 billion loss recorded in 2018. This reflects the loss in the purchasing power of the currency to which our net monetary assets are exposed as a result of the 53.8% increase in consumer price index in 2019, compared to a 47.6% increase in 2018.

Loan loss provisions totaled Ps.2.9 billion in 2019 compared to Ps.2.6 billion in 2018. Loan loss provisions include the expected losses for each portfolio and segment, based on past performance and current conditions as of the financial statements date. The increase in delinquency also requires expected losses to be measured for the whole life of each loan, instead of accounting for expected losses during a 12-month period. This increases significantly the probability of default for loans with a maturity of more than one year.

Retail loans showed an NPL ratio of 4.1% as of December 31, 2019, increasing from 3.3% as of December 31, 2018. This was mainly driven by: (i) an increase in the personal loans NPL ratio to 4.2% in December 2019, from 3.5% in December 2018, and (ii) an increase in the mortgage loans NPL ratio to 1.3% from 0.2% in December 2018. Credit cards NPL ratio remained unchanged at 3.8% in December 2019 from December 2018.

205 

In 2019 net financial income totaled Ps.17.3 billion, a 3.4% increase from Ps.16.7 billion in 2018. This increase was mainly due to a Ps.580.0 million or 43.2% increase in 2019 in net income from financial instruments at fair value through profit or loss and exchange rate differences mainly due to higher income on foreign currency trading with retail customers, while net interest income remained unchanged from 2018.

In 2019, interest income decreased due to lower average volumes of personal loans and credit cards, while interest expenses increased following the increase in market interest rates.

Net services fee income totaled Ps.4.0 billion in 2019, a 4.3% decrease compared to Ps.4.2 billion in 2018. This reflects lower average volumes of credit and debit cards as well as the reduction in MDR. The maximum MDR for 2019 and 2018 was 1.65% and 1.85%, respectively, and the maximum debit card sales commissions for 2019 and 2018 was 0.8% and 0.9%, respectively.

In 2019, the Retail Banking segment’s loan and financing portfolio totaled approximately Ps.47.0 billion compared to Ps.56.4 billion in 2018. In 2019, retail deposits amounted to Ps.59.6 billion, a 25.1% decrease from the Ps.79.5 billion in 2018.

2018 Compared to 2017

Attributable Comprehensive Income in 2018 recorded a Ps.758.1 million loss, compared to a Ps.1.2 billion loss in 2017.

The main factors explaining the decrease were: (i) Ps.1.8 billion loss from exposure to changes in the purchasing power of money compared to a Ps.948.3 million loss in 2017, (ii) a Ps.391.8 million increase in loan loss provisions to Ps.2.6 billion from Ps.2.2 billion in 2017, (iii) a Ps.286.4 million decrease in net services fee income, to Ps.4.2 billion from Ps.4.5 billion, (iv) a Ps.152.5 million increase in income tax, to Ps.337.4 million from Ps.184.9 million and (v) a Ps.24.9 million loss recorded in Other Comprehensive Income from Ps.7.0 million gain in 2017 mainly due to the revaluation of real estate properties. These factors were partially offset by: (i) a Ps.1.9 billion increase in Net Financial Income to Ps.16.7 billion from Ps.14.7 billion, (ii) a Ps.121.4 million decrease in Personnel and Administration expenses, to Ps.14.5 billion, and (iii) a Ps.116.8 million decrease in Other Expenses, net, to Ps.2.1 billion from Ps.2.2 billion

Result from exposure to changes in the purchasing power of money for 2018 totaled a Ps.1.8 billion loss, from the Ps.948.3 million loss recorded in 2017. This reflects the loss in the purchasing power of the currency to which our net monetary assets are exposed as a result of the 47.6% and 53.8% increase in consumer price index in 2018 and 2019 respectively, compared to a 24.8% increase in 2017.

Loan loss provisions totals Ps.2.6 billion from Ps.2.2 billion in 2017. Loan loss provisions include the expected losses for each portfolio and segment, based on past performance and current conditions as of the financial statements date. The increase in delinquency also requires expected losses to be measured for the whole life of each loan, instead of accounting for expected losses during a 12 month period. This increases significantly the probability of default for loans with a maturity of more than 1 year.

Retail loans showed an NPL ratio of 3.3% as of December 31, 2018, increasing from 2.8% as of December 31, 2017. This was mainly driven by an increase in the personal loans NPL ratio to 3.5% in December 2018, from 2.9% in December 2017 and an increase in the credit cards NPL ratio to 3.8% in December 2018, from 3.4%

In 2018 Net Financial Income totaled Ps.16.7 billion, a 13.2% increase from Ps.14.7 billion in 2017. This increase was mainly due to (i) a 6.6% increase to Ps.15.3 billion in Net Interest Income, as a result of higher volumes and interest rates of Mortgages (ii) a Ps.70.2 million in Net Income from financial instruments at fair value through profit or loss compared to Ps.28.9 million loss in 2017 and (ii) a 247.8% increase to Ps.1.3 billion in Exchange rate differences.

Net services fee income totaled Ps.4.2 billion in 2018, a 6.4% decrease compared to Ps.4.5 billion in 2017. This reflects lower average volumes of credit and debit cards as well as the reduction in credit card and debit card merchant discounted rates (“MDR”). MDR are commissions charged by the issuer of credit and debit cards on the amount of credit and debit card transactions. The maximum MDR for 2018 and 2017 was 1.85% and 2.0% respectively and the maximum debit card sales commissions for 2018 and 2017 was 1.0% and 0.9% respectively.

206 

 

Pursuant to Communication “A” 6212, effective as of April 1, 2017, the Central Bank issued a program to gradually reduce MDR on an annual basis. In this regard, the maximum MDR for 2017 and 2018 was 2.0%, decliningand 1.85% since January 1, 2018 respectively and dropping to 1.65%, 1.50% and 1.30% in 2019, 2020 and 2021 and after, respectively. The maximum debit card sales commissions for 2017 and 2018 was 1.0%, and has been 0.90% since January 1, 2018 respectively and declining to 0.80%, 0.70% and 0.60%, in 2019, 2020 and 2021 and after, respectively.

In 2018, the Retail Banking segment’s loan and financing portfolio totaled approximately Ps.47.4 billion compared to Ps.48.9 billion in 2017. In 2018, retail deposits amounted to Ps.79.5 billion, a 0.7% decrease from the Ps.80.0 billion in 2017.

Corporate Banking

2019 Compared to 2018

Attributable comprehensive loss in 2019 was Ps.1.2 billion, compared to a Ps.2.0 billion gain in 2018.

The main factors explaining the loss were: (i) a Ps.2.3 billion increase in loan loss provisions to Ps.3.6 billion from Ps.1.3 billion in 2018, (ii) a Ps.808.0 million increase in other expenses, net, to Ps.963.3 million from Ps. 154.9 million, (iii) a Ps.181.2 million increase in personnel and administration expenses, to Ps.2.5 billion, (iv) a Ps.137.4 million increase in depreciation and amortization to Ps.265.3 million and (v) Ps.26.2 million loss in other comprehensive loss from a Ps.189.7 million gain in 2018. These were partially offset by (i) a Ps.798.9 million decrease in net financial income to Ps.7.2 billion from Ps.8.0 billion, (ii) a 21.2% decrease or Ps. 501.9 million in the loss from exposure to changes in the purchasing power to Ps. 1.9 billion, (iii) a Ps.72.3 million increase in net services fee income, to Ps.800.2 million from Ps.727.9 million, and (iv) Ps.1.5 million gain in income tax compared to Ps.636.0 million charge.

In 2018, net financial income totaled Ps.7.2 billion, a 10.0% decrease from Ps.8.0 billion in 2018. This decrease was mainly due to a 11.2% decrease to Ps.7.0 billion in net interest income, partially offset by a Ps. 83.8 million increase in exchange rate differences to Ps.123.2 million in 2019.

Result from exposure to changes in the purchasing power of money for 2019 totaled a Ps.1.9 billion loss, compared to the Ps.2.4 billion loss recorded in 2018. This reflects the loss in the purchasing power of money to which our net monetary assets are exposed as a result of the 47.6% and 53.8% increase in consumer price index in 2018 and 2019 respectively.

Loan loss provisions totaled Ps.3.6 billion in 2019 compared to Ps.1.3 billion in 2018. This is explained as a result of an increase in delinquency ratios. The delinquency ratio increase is mainly explained by economic downturn in Argentina, with GDP contracting and inflation reaching 53.8% which also led to a high interest rate environment with average BADLAR increasing 1,450 basis points in 2019 to 48.9% compared to 34.3% in 2018. This environment led some companies to restraints in their cash flow and impairing their ability to repay their loans. As of December 31, 2019, collateralized non-performing commercial loans were 58% of our total.

Loan loss provisions include the expected losses for each portfolio and segment, based on past performance and current conditions as of the financial statements date. The increase in delinquency also requires expected losses to be measured for the whole life of each loan, instead of accounting for expected losses during a 12-month period. This increases significantly the probability of default for loans with a maturity of more than one year.

Corporate loans showed an NPL ratio of 8.7% as of December 31. 2019, increasing from 1.1% as of December 31, 2018, mainly due to deteriorated macroeconomic conditions which impacted negatively in SME and middle-market companies’ profits and cash flows.

207 

In 2019 the corporate banking segment’s loan and financing portfolio totaled Ps.43.4 billion compared to Ps.59.8 billion in 2018 reflecting lower credit demand following the recession recorded in 2019.

In 2019 corporate deposits amounted to Ps.14.5 billion remaining unchanged from 2018.

2018 Compared to 2017

Attributable Comprehensive Income in 2018 was Ps.2.0 billion, compared to a Ps.251.1 million loss in 2017.

The main factors explaining the increase were: (i) a Ps.4.6 billion increase in Net Financial Income to Ps.8.0 billion from Ps.3.4 billion, (ii) a Ps.33.1 million decrease in Personnel and Administration expenses, to Ps.2.3 billion, (iii) a Ps.269.0 million decrease in Other commissions increasedExpenses, net, to Ps.693.1Ps.154.9 million from Ps. 423.9 million, and (iv) a Ps.181.8 million in Other Comprehensive Income from Ps.7.9 million in 2017 from Ps.339.3 million in 2016, mainly due to higher commissions charged on health plans and higher salesthe revaluation of products offeredreal estate properties. These factors were partially offset by Espacio Cordial.

During 2017, our check administration commissions increased(i) a Ps.2.4 billion loss from exposure to Ps.252.5 millionchanges in the purchasing power of money compared to Ps.178.6Ps.1.2 million during 2016.loss in 2017, (ii) a Ps.887.0 million increase in loan loss provisions to Ps.1.3 billion from Ps.445.1 million in 2017, (iii) a Ps.342.6 million decrease in net services fee income, to Ps.727.9 million from Ps.1.1 billion, and (iv) a Ps.413.1 million increase in income tax, to Ps.636.0 million from Ps.222.9 million.

In 2018 Net Financial Income totaled Ps.8.0 billion, a 136.5% increase from Ps.3.4 billion in 2017. This increase was mainly due to (i) a 125.9% increase to Ps.7.9 billion in Net Interest Income, (ii) an Ps.123.2 million gain in in Exchange rate differences compared to a loss of Ps.104.5 million in 2017.

Result from exposure to changes in the purchasing power of money for 2018 totaled a Ps.2.4 billion loss, from the Ps.1.2 billion loss recorded in 2017. This reflects the loss in the purchasing power of money to which our net monetary assets are exposed as a result of the 47.6% and 53.8% increase in consumer price index in 2018 and 2019 respectively, compared to a 24.8% increase in 2017.

Loan loss provisions totals Ps.1.3 billion from Ps.445.1 million in 2017. This is explained as a result of an increase in our leveldelinquency ratios. The delinquency ratio increase is mainly explained by economic downturn in Argentina, with GDP contracting 2.5%, and inflation reaching 46.7% which also led to a high interest rate environment with average BADLAR increasing 1,370 basis points in 2018 to 34.3% compared to 20.6% in 2017 and reaching and average of activity.50.2% in the fourth quarter. The corporate segment has had a historically low NPL ratio, being 0.2% as of December 31, 2017. However, as macroeconomic conditions worsened and interest rates rose throughout the year, the NPL ratio increased to 1.1% as of December 31, 2018 leading some companies to restraints in their cash flow and impairing their ability to repay their loans. Loan loss provisions include the expected losses for each portfolio and segment, based on past performance and current conditions as of the financial statements date. The increase in delinquency also requires expected losses to be measured for the whole life of each loan, instead of accounting for expected losses during a 12 month period. This increases significantly the probability of default for loans with a maturity of more than 1 year.

Corporate loans showed an NPL ratio of 1.1% as of December 31, 2018, increasing from 0.2% as of December 31, 2017, mainly due to deteriorated macroeconomic conditions which impacted negatively SME and middle-market companies’ profits and cash flows.

In 2018, the corporate banking segment’s loan and financing portfolio totaled Ps.59.8 billion compared to Ps.68.9 billion in 2017 reflecting lower credit demand following the recession recorded in 2018.

In 2018, corporate deposits amounted to Ps.14.5 billion, a 38.3% increase from the Ps.10.5 billion in 2017.

Treasury

2019 Compared to 2018

Attributable comprehensive income in 2019 recorded a Ps.1.3 billion loss, compared to Ps.2.3 billion loss in 2018.

208 

 

Insurance fees decreasedThis performance is explained by (i) a Ps.2.5 billion increase in net financial income, (ii) 74.8% decrease or Ps.1.2 billion loss from exposure to Ps.231.6changes in the purchasing power to Ps. 393.5 million, (iii). Ps. 17.5 million gain in income tax compared to Ps. 138.8 million charge in 2018, and (iv) a Ps.155.1 million decrease in other expenses net to Ps. 167.2 million. These were partially offset by: (i) a Ps.133.5 million increase in personnel and administration expenses to Ps.960.6 million in 2017 from Ps.234.62019 compared to Ps.827.2 million in 2016. The following regulations2018.

In 2019 net financial income totaled Ps.2.9 billion, an increase of Ps. 2.5 billion from Ps.426.3 million in 2018. This increase was mainly due to higher income from holdings of securities issued by the Central Bank have impacted on this decrease in insurance fees: (i) Communication “A” 5795 issued on August 21, 2015, reinforcing regulations prohibiting financial institutions from charging fees and commissions related to insurance products purchased by clients as accessories of other financial services. As of November 13, 2015, financial institutions are prohibited from receiving fees from insurance companies as the result of the sale of such insurance products. (ii) Communication “A” 5927 issued by Central Bank on March 21, 2016, and effective as of September 1, 2016, prohibits financial institutions from charging clients charges resulting from credit-related insurance policies. This regulation also states that financial institutions must purchase life insurance on debit

balances or alternatively, self-insure the risk of death or permanent disability of their clients. Since then, both the Bank and CCF self-insure these risks and only contract new credit-related insurances for mortgages loans.

Financial agent fees charged to the Province of San Luis declined to Ps.671.0 thousand in 2017 from Ps.49.9 million in 2016. On October 10, 2016, the Bank relinquished its right to receive an “agency” fee from the Province of San Luis, followed by the termination by the Province of San Luis of the Financial Agency Agreement, effective as from February 28, 2017.

Services fee expense increased 38.4%, to Ps.1.5 billion in 2017 from Ps.1.1 billion in 2016, primarily due to (i) higher commissions paid due to higher business volume, (ii) a 36.6%, or Ps.100.5 millionvolumes of these securities and higher yield following the increase in turnover tax, and (iii) a 21.1%, or Ps.45.0 million increase in promotions related to credit cards issued by the bank and CCF.

2016 Compared to 2015

Net services fee income totaled Ps.2.4 billion in 2016, a 18.9% increase compared to Ps.2.1 billion in 2015.

The increase in our services fee income was driven mainly by an increase in income from credit and debit cards and deposit account commissions andaverage interest rate of such securities. This was partially offset by a decrease in insurance fees.the income from government and corporate securities reflecting mark to market accounting of short term Pesos and U.S. dollars treasury notes held by us following the debt reprofiling announced by the Argentine government in August 2019.

The balance of short-term securities issued by the Central Bank were classified as “held for trading” and accordingly valued at market price recording profits in NIFFI while the cost of the higher balance of interest-bearing liabilities raised to fund those investments were recorded as interest expenses within net interest income.

Service charges on deposit accounts are comprised principally2018 Compared to 2017

Attributable Comprehensive Income in 2018 recorded a Ps.2.3 billion loss, compared to Ps.141.2 million gain in 2017. The Ps.2.5 billion decline in attributable comprehensive income in 2018 is explained by (i) a 82.9% or Ps.2.1 billion decrease in net financial income, (ii) a Ps.1.6 billion loss from exposure to changes in the purchasing power of maintenancemoney, and transaction fees on checking(iii) a Ps.44.6 million loss in Net Fee Income. These factors were partially offset by: (i) a Ps.107.3 million decrease in Personnel and savings accounts. These fees increasedAdministration expenses to Ps.925.3Ps.827.2 million in 2016 from Ps.683.92018 compared to Ps.934.5 million in 2015,2017, (ii) a Ps.444.3 million decrease in income tax to Ps.138.8 million from Ps.583.1 million in 2017.

In 2018 Net Financial Income totaled Ps.426.3 million, an 82.9% decrease from Ps.2.5 billion in 2017. This decrease was mainly due to (i) a Ps.8.5 billion loss in Net Interest Income compared to Ps.2.3 billion loss in 2017. This was partially offset by a 94.9% or Ps.4.2 billion increase to Ps.8.6 billion in Net Income from financial instruments at fair value through profit or loss.

The treasury segment’s securities at fair value through profit or loss amounted to Ps.23.0 billion in 2018, a 8.3% decrease from Ps.25.1 billion recorded in 2017 reflecting higher holdings of securities issued by the Central Bank. The treasury segment’s cash and due from banks amounted to Ps.43.9 billion in 2018, a 142.2% increase from Ps.18.1 billion recorded in 2018 reflecting the increase in minimum cash reserve requirements.

Consumer Financing

2019 Compared to 2018

Attributable comprehensive income in 2019 recorded a Ps.1.1 billion loss compared to a Ps.2.2 billion loss in 2018.

The main factors explaining this performance were: (i) a Ps.2.6 billion decrease in loan loss provisions to Ps.1.3 billion from Ps.3.9 billion in 2018, (ii) a 24.2% or Ps. 780.6 million decrease in personnel and administration expenses to Ps. 2.4 billion from Ps. 3.2 billion, (iii) a Ps. 541.3 million gain in income tax, compared to Ps.361.9 million in 2018, and (iv) a Ps. 47.0 million decrease in loss from exposure to changes in the purchasing power of money to Ps.838.7 million compared to Ps.885.7 million loss in 2018. These were partially offset by (i) a Ps.2.1 billion decrease in net financial income to Ps.2.1 billion compared to Ps.4.2 billion in 2018, (ii) a Ps.67.6 million increase in other expenses, net, to Ps. 218.2 million compared to Ps.150.7 million in 2018.

In 2019 net financial income totaled Ps.2.1 billion, a 49.4 % decrease compared to Ps.4.2 billion in 2018. This decrease was mainly due to a 63.2% decrease to Ps.1.9 billion in net interest income as a result of the decrease in average volumes reflecting the tightening of credit scoring metrics in the segment and the increase in the cost of fund as a result of the increase in the volume of checking accountsmarket interest rates, while net income from financial instrument and savings accounts, bundling of products as well as an increaseexchange rate differences recorded a Ps.251.6 milllion gain, compared to Ps. 892.9 million loss in fees charged per account, following the fees deregulation by the Central Bank.2018.

209 

 

Credit and debit card fees increasedResult from exposure to Ps.1.2 billion in 2016 from Ps.772.9 million for 2015, mainly due to increased activitychanges in the usepurchasing power of credit cards, as well as an increasemoney for 2019 totaled a Ps.838.7 million loss from the Ps.885.7 million loss recorded in fee pricing. On March 21 2016,2018. This reflects the Central Bank eliminated prior authorization requirementsloss in the purchasing power of the currency to charge fees for new products and other fee increases. As a transition, a 20% increase in all banking charges was authorized starting June 1, 2016, and eliminated from September onwards.

Insurance fees decreased to Ps.234.6 million in 2016 from Ps.399.8 million in 2015, primarilywhich our net monetary assets are exposed as a result of the 53.8% increase in consumer price index in 2019 respectively.

Loan loss provisions totaled Ps.1.3 billion compared to Ps.3.9 billion in 2018. This reflects the measures taken by us since the first quarter of 2018 to enhance asset quality following regulatory changes introduced by the Central Bank:peaks observed in the second quarter of 2018.

·                  Central Bank Communication ‘‘A’’ 5795 issuedLoan loss provisions include the expected losses for each portfolio and segment, based on August 21, 2015 reinforcing regulations that prohibit financial institutions from charging feespast performance and commissions related to insurance products that financial services customers purchasecurrent conditions as accessories to financial services, regardless of whether it is a customer request or a condition set by the financial institutionstatements date. The increase in delinquency also requires expected losses to accessbe measured for the financial service. Aswhole life of each loan, instead of accounting for expected losses during a 12-month period. This increases significantly the probability of default for loans with a maturity of more than one year.

The Consumer Finance NPL ratio was 17.2% as of December 31, 2019, declining from 19.4% as of December 31, 2018. NPL creation improved throughout the year despite the challenging environment, reflecting the measures taken by us since the first quarter of 2018 to enhance asset quality following the peaks observed in the second quarter of 2018. These measures included tightening of credit scoring standards, slower origination and changes in the collection process in the consumer finance segment.

2018 Compared to 2017

Attributable Comprehensive Income in 2018 recorded a Ps.2.2 billion loss, compared to a Ps.838.1 million loss in 2017.

The main factors explaining the decrease were: (i) a Ps.904.7 million decrease in Net Financial Income to Ps.4.2 billion compared to Ps.5.1 billion in 2017, (ii) a Ps.885.7 million loss from exposure to changes in the purchasing power of money compared to Ps.264.4 million loss in 2017, (iii) a Ps.358.3 million increase in loan loss provisions to Ps.3.9 billion from Ps.3.6 billion in 2017, (iv) a Ps.85.7 million decrease in net services fee income, to Ps.1.5 billion, and (v) a Ps.150.7 million loss in Other Expenses, net, compared to Ps.414.0 million gain in 2017. These factors were partially offset by: (i) a Ps.375.9 million decrease in Personnel and Administration expenses, to Ps.3.2 billion from Ps.3.6 billion mainly due to the decrease in the number of employees in the segment, and (ii) a Ps.361.9 million tax income recorded in 2018 compared to a tax loss of Ps.398.3 million in 2017.

In 2018 Net Financial Income totaled Ps.4.2 billion, a 17.7% decrease from Ps.5.1 billion in 2017. This decrease was mainly due to (i) a 11.1% decrease to Ps.5.1 billion in Net Interest Income as a result since November 13, 2015, financial institutions may not receive remunerations or profits from such insurance products or receive remunerations or profits, directly or indirectly, from insurance companies with respect to such products.

·                  Central Bank resolution issuedof the decrease in March, 2016average volumes reflecting the tightening of credit scoring metrics in the segment and effective September 1, 2016, prohibiting financial institutions from charging individuals any fee and/or charge associated with credit related insurance policies. This resolution also specifies that financial institutions must purchase life insurance on debit balances or alternatively, self-insure the riskincrease in the cost of death and permanent total disability of their clients. Asfund as a result since September 1, 2016 Banco Supervielleof the increase in market interest rates, and CCF self-insure these risks and no longer contract new credit related insurances.(ii) a Ps.899.8 million losses from financial instruments at fair value through profit or loss compared to Ps.634.8 million loss in 2017.

Financial Agent fees chargedResult from exposure to changes in the Provincepurchasing power of San Luis declined to Ps.49.9money for 2018 totaled a Ps.885.7 million in 2016 from Ps. 72.8 million in 2015. In the third quarter of 2016, Banco Supervielle relinquished its right to receive an “agency” feeloss, from the Province of San Luis for any services rendered as financial agentPs.264.4 million loss recorded in 2017. This reflects the loss in the purchasing power of the Province commencing July 1, 2016.currency to which our net monetary assets are exposed as a result of the 47.6% and 53.8% increase in consumer price index in 2018 and 2019 respectively.

Services fee expense increased 38.8%, to Ps.1.1Loan loss provisions totaled Ps.3.9 billion from Ps.3.6 billion in 2016 from Ps.778.5 million in 2015, primarily2017. This is explained mainly due to higher commissions paid, an increase in delinquency ratios. Salary adjustments resulting from collective bargaining agreements below the annual inflation rate which even accelerated in 2018, along with additional increases in public services tariffs in 2018, further impacted the disposable income of the population in the Consumer Finance Segment causing additional deterioration in asset quality, which was also affected by an increase in unemployment (rising from 7.2% at the beginning of the year to 9.1% as of year-end). Loan loss provisions include the expected losses for each portfolio and segment, based on past performance and current conditions as of the Financial Statements date. The increase in delinquency also requires expected losses to be measured for the whole life of each loan, instead of accounting for expected losses during a 12 month period. This increases significantly the probability of default for loans with a maturity of more than 1 year.

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The consumer finance segment NPL ratio increased to 19.4% in December 2018 from 14.7% in 2017 mainly as a result of an increase in the personal loans NPL ratio to 26.0% as of December 31, 2018 from 18.7% as of December 31, 2017.

In the Consumer Finance Segment higher delinquency rates experienced in the first months of the year have been typically expected to improve throughout the year as the beginning of the year salary bargaining agreements catch up with inflation improving consumers’ disposable income and their ability to pay their bills. This behavior has been changing since 2016 and improvement has not been as fast as in previous years, changing the pattern and seasonality observed in prior years. Salary adjustments resulting from collective bargaining agreements below the annual inflation rate which accelerated in 2018, along with additional increases in public services tariffs in 2018, further impacted the disposable income of the population in the Consumer Finance Segment causing additional deterioration in asset quality. Taking a more conservative stance, during the first quarter of 2018, we tightened credit scoring standards and slowed origination in the consumer finance segment. Those measures, despite the increasingly challenging environment, started to show some signs of improvement, with a sharp decrease in NPL creation levels in 3Q18 compared to 2Q18. However very high levels of inflation in 4Q18 caused NPL creation to increase above the 3Q18 levels but remaining below the 2Q18 peak.

The consumer financing segment’s loan and other financings portfolio totaled approximately Ps.9.9 billion at December 31, 2018 decreasing 34.7% from 2017. This reflects the tightening of credit scoring metrics in the segment following the sudden changes in key macroeconomic variables together with lower consumer credit demand due to high interest rates and lower consumer sentiment.

Insurance

2019 Compared to 2018

Attributable comprehensive income totaled Ps.103.7 million in 2019 compared to Ps.306.7 million in 2018. This was due to (i) the decrease in credit related policies following Central Bank regulations that offset the increase in non-credit related policies. (ii) a 11.4% increase to Ps.451.5 million in personnel and administrative expenses, and promotions related(iii) a net loss from exposure to credit cardschanges in the purchasing power of the Bank and higher turnover taxes.

Income from insurance activities

currency of Ps.884.8 million compared to a net loss of Ps.399.5 million in 2018. This line item includes insurance premiums,was partially offset by a 19.2% increase to Ps.387.8 million in net of insurance reserves and production costs, from our insurance company’s operations. Supervielle Seguros began issuing its first policies in October 2014 starting with a few non-credit related insurance products, such as protected bag insurance and personal accident insurance. By year end 2015, it began issuing credit-related policies substantially growing its business since then, partly through the growth of the loans and credit card portfolio balances and partly through the migration of some of the portfolio previously booked in a third party insurance company. However,financial income due to investments in financial instruments.

Following the regulatory matters describedCentral Bank regulation issued in the “Net Service Fee Income” section,2016, since September 1, 2016 both Banco Supervielle and CCF are self-insuring against thesecredit related risks and andBanco Supervielle is only contractcontracting new credit related insurances for mortgages loans.loans and some bigger loans which may exceed certain amount. We expect to continue expanding this business and launching new insurance products previously offered to its customers by other insurance companies. As part of this strategy. Supervielle Seguros launched new products including: Home Insurance, Technology Insurance and ATMs insurance and an Integral Insurance product for Entrepreneurs and SMEs.

Administrative Expenses

The following table sets forth the components of our administrative expenses:

 

 

Year ended December 31,

 

Change December 31,

 

 

 

2017

 

2016

 

2015

 

2017/2016

 

2016/2015

 

 

 

(in thousands of Pesos, except percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel expenses

 

5,475,680

 

3,859,525

 

2,767,111

 

41.9

%

39.5

%

Directors’ and statutory auditors’ fees

 

80,862

 

73,894

 

59,475

 

9.4

%

24.2

%

Other professional fees(1)

 

426,204

 

286,507

 

186,586

 

48.8

%

53.6

%

Advertising and publicity

 

272,769

 

226,350

 

165,413

 

20.5

%

36.9

%

Taxes(2)

 

615,896

 

452,081

 

268,520

 

36.2

%

68.4

%

Depreciation of premises and equipment

 

118,594

 

81,558

 

56,637

 

45.4

%

44.0

%

Amortization of other intangibles

 

128,875

 

111,284

 

92,431

 

15.8

%

20.4

%

Other(3)

 

1,271,742

 

969,082

 

665,229

 

31.2

%

47.5

%

Total

 

8,390,622

 

6,060,281

 

4,261,402

 

38.5

%

42.2

%


(1)         Includes audit, legal and other professional services.

(2)         Includes tax on debits and credits, safety and hygiene tax and stamp tax.

(3)         Includes leases, security service expenses, maintenance, insurance, electricity, among others.

20172018 Compared to 20162017

In 2017, administrative expensesAttributable comprehensive income totaled Ps.8.4 billion, a 38.5% increasePs.306.7 million in 2018 compared to Ps.6.1 billion recordedPs.426.1 million in 2016.2017. This increase was primarily due to an increase in personnel expenses, which grew by 41.9% to Ps.5.5 billion in 2017, from Ps.3.9 billion in 2016, and non-personnel expenses, which grew by 32.5% in 2017 to Ps.2.9 billion from Ps.2.2 billion in 2016.

Personnel administrative expenses amounted to Ps.5.5 billion in 2017, reflecting a 41.9% increase from the Ps.3.9 billion recorded in 2016. This increase was due to (i) a 23.5%the decrease in credit related policies following Central Bank regulations that offset the increase in the average salary of the Bank’s personnel, resulting from the collective bargaining agreement between Argentine banks and the labor union reached in the first quarter of 2017, this agreement determined a 19.5% increase for expected inflation during 2017, an additional increase of approximately 4.0% as a recognition of inflation during 2016;non-credit related policies, (ii) a 5.3% additional rise in the average salary applied retroactively since January 2017, as catch up for 2017 inflation and (iii) salary increases, (not at the same level as the banking labor union) implemented at CCF, Tarjeta, Supervielle Seguros, SAM and Espacio Cordial during last twelve months.

The number of the our employees increased5.6% increase to 5,320 as of December 31, 2017, from 4,982 as of December 31, 2016. See “Item 6. Directors, Senior Management and Employees—Employees—Compensation.”

Non-personnel administrative expenses amounted to Ps.2.9 billion in 2017, reflecting a 32.5% increase from the Ps.2.2 billion recorded in 2016. This increase was mainly associated with (i) an increase in taxes reflecting higher taxes on real estate, security service expenses and maintenance as well as higher tax charge on debit and credit accounts, (ii) an increase in other professional fees (including audit, legal and other professional fees) to Ps.426.2Ps.405.5 million in 2017 from Ps.286.5 million in 2016,personnel and administrative expenses and (iii) a 31.2%, or Ps.302.7 million increaseNet loss from exposure to changes in other expenses

including leases, security service expenses, maintenance, insurance and electricity, among others, which amounted to Ps.1.3 billion in 2017.

2016 Compared to 2015

In 2016, administrative expenses totaled Ps.6.1 billion, a 42.2% increase compared to Ps.4.3 billion recorded in 2015. This increase was primarily due to an increase in personnel expenses, which grew by 39.5% to Ps.3.9 billion in 2016 from Ps. 2.8 billion in 2015. This increase was mainly the resultpurchasing power of the combinationcurrency of (i) an increase in average salary of 33.0% for the Bank’s personnel, in line with the collective bargaining agreement between Argentine banks and the labor union and salary increases by our other subsidiaries during 2016, but with lower increases than the banking labor union, (ii) the payment of an extraordinary amount in December 2016 under the agreement reached between Argentine banks and the labor unions and the payment of higher performance bonuses in connection with higher loan origination.

The number of our employees increased to 4,982 in 2016 from 4,843 in 2015 due to the growth of our subsidiaries, mainly the Bank. See “Item 6. Directors, Senior Management and Employees—Employees—Compensation.”

Non-personnel administrative expenses amounted to Ps.2.2 billion in 2016, reflecting a 47.3% increase from the Ps.1.5 billion recorded in 2015.  This increase was mainly associated with an increase in taxes to Ps. 452 million in 2016 from Ps. 269 million in 2015, reflecting higher turnover tax and a one-time tax charge on debit and credit account transfers on the IPO proceeds and an increase in other professional fees (including audit, legal and other professional fees) to Ps.286.5 million in 2016 from Ps.186.6 million in 2015.

Other expenses, including leases, security service expenses, maintenance, insurance and electricity, among others, amounted to Ps.969 million in 2016 reflecting a 47.5% increase from the Ps. 665 million recorded in 2015.

Miscellaneous Income/(Loss), Net

2017 Compared to 2016

We had miscellaneous income, net of Ps.169.4 million for 2017, compared to miscellaneous loss, net of Ps.29.1 million in 2016. This was due to the sale of non-core properties and lower expenses related to the agreement with the ANSES related to senior citizen payments.

2016 Compared to 2015

We had miscellaneous loss, net of Ps.29.1 million for 2016, compared to miscellaneous gains, net of Ps.153.7 million in 2015. This decrease was mainly due to higher charges derived from the agreement with the ANSES related to senior citizen payments and was partially offset by higher loan recovery and disaffected provisions (provisions reversed or disaffected due to the recovery or payment of the past due loan). Additionally, other income included a non-recurring Ps.85.9 million gain from the sale of non-core properties in the Province of Mendoza.

Income Tax

The corporate income tax rate in Argentina for fiscal years 2017, 2016 and 2015 was 35%. As per the Central Bank’s accounting regulations until December 2017, Grupo Supervielle did not recognize deferred tax credits or liabilities in its main subsidiaries (the Bank and CCF). Accordingly, the effective tax rate could vary from quarter to quarter not only for non-taxable income or non-deductible expenses, but also due to the timing in which those results are recognized for tax purposes. As per the tax reform passed by Congress in December 2017, the corporate tax rate will be 30% for fiscal years 2018 and 2019 and 25% starting in fiscal year 2020. In addition, through the adoption of International Financial Reporting Standards effective January 1, 2018, we will start recording income tax recognizing deferred tax assets and liabilities, which should result in an effective tax rate closer to the statutory tax rate.

Additionally, as income tax is paid by each subsidiary on an individual basis, tax losses in one legal entity cannot be offset by tax gains in another legal entity. For example, at the holding company, financial expenses could not be

offset with taxable income while having debt securities outstanding and no material source of taxable income. Income from proceeds from equity offerings temporarily retained at the holding company, may allow Grupo Supervielle to more than offset financial expenses paid through this vehicle and use tax credits still existing from previous years, which in turn are expected to lower the effective tax rate.

2017 Compared to 2016

The income tax charge in 2017 was Ps.772.5Ps.399.5 million compared to Ps.500.6 million charged in 2016. The increase was due to an increase in pre-tax income, which was partially offset by a lower effective tax rate due to the deductionnet loss of higher provisions for loan losses.  The effective tax rate could vary in interim periods not only for non-taxable income or non-deductible expenses, but also due to the time during which those results are recognized for tax purposes.

2016 Compared to 2015

The income tax charge for 2016 was Ps.500.6 million compared to Ps.247.2 million charged in 2015. The increase was due to higher pre-tax income, and the increase in the effective tax rate (which is equal to income tax charge divided by pre-tax income). This increase was mainly the result of having fewer financial trusts effective during 2016, which pay income tax at the trust level and reduce the income tax paid at the company level.

On December 14, 2016, the Bank acquired at market price, all of the properties from the Supervielle Renta Inmobiliaria Financial Trust, using their franchise value, for a total amount of Ps.329.8 million. Subsequently, the Supervielle Renta Inmobiliaria Financial Trust was terminated and the securities were paid back to its holders including the gain on sale of those properties as they were valued at historical acquisition cost.  As we had relevant holdings in the securities issued by the Supervielle Renta Inmobiliaria Financial Trust, we recognized a gain in income from our participation in securization trusts of Ps.137.7 million, a turnover tax of Ps.9.6Ps.217.5 million in financial expenses and income tax of Ps.35.7 million.  For an explanation of the termination of the Supervielle Renta Inmobiliaria Financial Trust and the related net gains, see “Item 4.D Property, Plants and Equipment.

Argentine Banking GAAP and U.S. GAAP Reconciliation

Our audited consolidated financial statements are prepared in accordance with Argentine Banking GAAP, which differ in certain significant respects from U.S. GAAP. Note 35 to our audited consolidated financial statements included elsewhere in this annual report provides a description of the significant differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015.

The principal differences between Argentine Banking GAAP and U.S. GAAP as they relate to us, are the following:

·                        the accounting for loan origination fees and expenses;

·                        differences in the accounting of business combinations;

·                        the accounting for computer software obtained or developed for internal use;

·                        the accounting for loan loss reserves;

·                        the accounting for transfers of financial assets;

·                        the accounting for certain investments in marketable securities;

·                        the accounting for vacations;

·                        the accounting for derivative instruments;

·                        the accounting of customers loyalty programs;

·                        the accounting for deferred income taxes;

·                        the accounting of financial guarantees;

·                        the accounting of special termination arrangements;

·                        the accounting of credit card loans-imputed interest; and

·                        the effect on non-controlling interest of the foregoing reconciling items.

Net income under Argentine Banking GAAP for the years ended December 31, 2017 and 2016 was approximately Ps.2,437.1 million and Ps.1,311.3 million, respectively, as compared to net income of approximately Ps.1,697.5 million and Ps.1,025.9 million, respectively, under U.S. GAAP.

Shareholders’ equity under Argentine Banking GAAP as of December 31, 2017 and 2016 was Ps.15.1 billion and Ps.6.9 billion, respectively, as compared to Ps.13.9 billion and Ps.6.5 billion, respectively, under U.S. GAAP.

See Note 35 to our audited consolidated financial statements as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 for a discussion of these differences, the effect on our results of operations and financial position and certain other disclosures required under U.S. GAAP.

Results by Segments

Our results by segments for the years ended December 31, 2017, 2016 and 2015 are shown in Note 35.e) to our audited consolidated financial statements.

The table below sets forth information regarding the results of our retail banking, corporate banking, treasury, consumer finance, insurance and asset management & other services business segments for the years ended December 31, 2017, 2016 and 2015.

 

 

As of December 31, 2017

 

 

 

(in thousands of Pesos)

 

 

 

Retail
Banking

 

Corporate
Banking

 

Bank
Treasury

 

Consumer
Finance

 

Insurance

 

Asset Mgmt
& Other
Services

 

Adjustments

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

6,186,492

 

3,719,565

 

2,261,049

 

3,032,272

 

96,017

 

49,354

 

149,922

 

15,494,671

 

Financial expenses

 

(1,816,992

)

(449,607

)

(3,017,638

)

(1,370,932

)

(1,789

)

(1,071

)

463,741

 

(6,194,288

)

Distribution of Income (Expenses) for Treasury Funds(1)

 

1,172,277

 

(2,313,053

)

1,140,776

 

 

 

 

 

 

Gross financial margin

 

5,541,777

 

956,905

 

384,187

 

1,661,340

 

94,228

 

48,283

 

613,663

 

9,300,383

 

Services Fee Income

 

2,835,892

 

806,289

 

64,768

 

1,284,466

 

 

561,712

 

(579,855

)

4,973,272

 

Services Fee Expenses

 

(1,177,104

)

(102,617

)

(22,818

)

(625,461

)

 

(8,411

)

440,563

 

(1,495,848

)

Net Service Fee Income

 

1,658,788

 

703,672

 

41,950

 

659,005

 

 

553,301

 

(139,292

)

3,477,424

 

Income from Insurance Activities

 

 

 

 

 

375,443

 

 

103,618

 

479,061

 

Net Revenue

 

7,200,565

 

1,660,577

 

426,137

 

2,320,345

 

469,671

 

601,584

 

577,989

 

13,256,868

 

Loan Loss Provisions

 

(737,284

)

(153,312

)

(3,642

)

(924,499

)

 

 

(1,432

)

(1,820,169

)

Direct costs

 

(3,934,851

)

(359,172

)

(116,792

)

(1,149,235

)

(154,366

)

(264,494

)

(28,260

)

(6,007,170

)

Indirect costs

 

(1,599,491

)

(546,087

)

(237,874

)

 

 

 

 

(2,383,452

)

Income from financial transactions

 

928,939

 

602,006

 

67,829

 

246,611

 

315,305

 

337,090

 

548,297

 

3,046,077

 

Miscellaneous Income / (Expenses)

 

98,907

 

28,591

 

1,451

 

16,939

 

1,184

 

3,220

 

19,070

 

169,362

 

Non-controlling interests result

 

 

 

 

 

 

 

(5,897

)

(5,897

)

Income Before Income Tax

 

1,027,846

 

630,597

 

69,280

 

263,550

 

316,489

 

340,310

 

561,470

 

3,209,542

 

Income tax

 

(346,827

)

(92,381

)

(21,534

)

(84,110

)

(110,875

)

(116,756

)

 

(772,483

)

Net income

 

681,019

 

538,216

 

47,746

 

179,440

 

205,614

 

223,554

 

561,470

 

2,437,059

 


(1) These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

 

 

As of December 31, 2016

 

 

 

(in thousands of Pesos)

 

 

 

Retail
Banking

 

Corporate
Banking

 

Bank
Treasury

 

Consumer
Finance

 

Insurance

 

Asset Mgmt
& Other
Services

 

Adjustments

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

4,482,498

 

2,920,526

 

1,589,736

 

1,769,292

 

52,916

 

119,960

 

(140,349

)

10,794,579

 

Financial expenses

 

(1,916,534

)

(374,446

)

(1,703,934

)

(1,028,048

)

(1,066

)

(50,284

)

207,787

 

(4,866,525

)

Distribution of Income (Expenses) for Treasury Funds(1)

 

1,307,621

 

(1,918,789

)

611,168

 

 

 

 

 

 

Gross financial margin

 

3,873,585

 

627,291

 

496,970

 

741,244

 

51,850

 

69,676

 

67,438

 

5,928,054

 

Services Fee Income

 

2,306,782

 

559,866

 

46,545

 

931,082

 

 

261,703

 

(578,462

)

3,527,516

 

Services Fee Expenses

 

(996,626

)

(63,472

)

(9,113

)

(433,721

)

 

(1,150

)

423,422

 

(1,080,660

)

Net Service Fee Income

 

1,310,156

 

496,394

 

37,432

 

497,361

 

 

260,553

 

(155,040

)

2,446,856

 

Income from Insurance Activities

 

 

 

 

 

476,349

 

 

129,794

 

606,143

 

Net Revenue

 

5,183,741

 

1,123,685

 

534,402

 

1,238,605

 

528,199

 

330,229

 

42,192

 

8,981,053

 

Loan Loss Provisions

 

(550,715

)

(153,078

)

(9,265

)

(338,869

)

 

(5,710

)

 

(1,057,637

)

Direct costs

 

(2,790,068

)

(213,622

)

(94,259

)

(839,258

)

(139,227

)

(228,613

)

8,840

 

(4,296,207

)

Indirect costs

 

(1,188,127

)

(399,202

)

(176,745

)

 

 

 

 

(1,764,074

)

Income from financial transactions

 

654,831

 

357,783

 

254,133

 

60,478

 

388,972

 

95,906

 

51,032

 

1,863,135

 

Miscellaneous Income / (Expenses)

 

(130,372

)

24,500

 

(2,973

)

8,177

 

 

93,990

 

(22,384

)

(29,062

)

Non-controlling interests result

 

 

 

 

 

 

 

(22,166

)

(22,166

)

Income Before Income Tax

 

524,459

 

382,283

 

251,160

 

68,655

 

388,972

 

189,896

 

6,482

 

1,811,907

 

Income tax

 

(161,897

)

(45,109

)

(88,258

)

(973

)

(136,570

)

(65,123

)

(2,673

)

(500,603

)

Net income

 

362,562

 

337,174

 

162,902

 

67,682

 

252,402

 

124,773

 

3,809

 

1,311,304

 


(1) These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

 

 

As of December 31, 2015

 

 

 

(in thousands of Pesos)

 

 

 

Retail
Banking

 

Corporate
Banking

 

Bank
Treasury

 

Consumer
Finance

 

Insurance

 

Asset Mgmt
& Other
Services

 

Adjustments

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

2,917,135

 

1,906,335

 

693,726

 

1,050,944

 

22,840

 

71,084

 

79,680

 

6,741,744

 

Financial expenses

 

(1,514,611

)

(350,635

)

(921,029

)

(529,309

)

(320

)

(30,609

)

(39,537

)

(3,386,050

)

Distribution of Income (Expenses) for Treasury Funds(1)

 

664,487

 

(1,119,721

)

455,234

 

 

 

 

 

 

Gross financial margin

 

2,067,011

 

435,979

 

227,931

 

521,635

 

22,520

 

40,475

 

40,143

 

3,355,694

 

Services Fee Income

 

1,953,001

 

391,853

 

23,891

 

573,838

 

 

126,596

 

(233,471

)

2,835,708

 

Services Fee Expenses

 

(581,199

)

(41,309

)

(6,126

)

(272,132

)

 

(1,047

)

123,321

 

(778,492

)

Net Service Fee Income

 

1,371,802

 

350,544

 

17,765

 

301,706

 

 

125,549

 

(110,150

)

2,057,216

 

Income from Insurance Activities

 

 

 

 

 

130,607

 

 

45,340

 

175,947

 

Net Revenue

 

3,438,813

 

786,523

 

245,696

 

823,341

 

153,127

 

166,024

 

(24,667

)

5,588,857

 

Loan Loss Provisions

 

(299,135

)

(72,108

)

 

(166,326

)

 

(6,275

)

 

(543,844

)

Direct costs

 

(2,076,291

)

(158,438

)

(57,676

)

(638,493

)

(68,183

)

(141,958

)

(84,853

)

(3,056,186

)

Indirect costs

 

(812,083

)

(272,994

)

(120,139

)

 

 

 

 

(1,205,216

)

Income from financial transactions

 

251,304

 

282,983

 

67,881

 

18,522

 

84,944

 

17,791

 

60,186

 

783,611

 

Miscellaneous Income / (Expenses)

 

12,610

 

73,601

 

5,117

 

47,893

 

91

 

75,023

 

(60,597

)

153,738

 

Non-controlling interests result

 

 

 

 

 

 

 

(16,079

)

(16,079

)

Income Before Income Tax

 

263,914

 

356,584

 

72,998

 

66,415

 

85,035

 

92,814

 

(16,490

)

921,270

 

Income tax

 

(42,137

)

(68,139

)

(21,711

)

(6,734

)

(30,953

)

(33,285

)

(44,202

)

(247,161

)

Net income

 

221,777

 

288,445

 

51,287

 

59,681

 

54,082

 

59,529

 

(60,692

)

674,109

 


(1) These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

Below is a discussion of our results of operations by segments for the years ended December 31, 2017, 2016 and 2015.

Retail Banking

Net income attributable to the Retail Banking segment in 2017 was Ps.681.0 million, a 87.8% increase from the Ps.362.6 million in 2016, which in turn was Ps.140.8 million or 63.5% higher than the Ps.221.8 million in 2015. The increase in 2017 resulted mainly from (i) a 43.1% or Ps.1.7 billion increase in gross intermediation margin, (ii) a 26.6% or Ps.348.6 million increase in net services fee income and (iii) net miscellaneous income of Ps.98.9 million

compared to net miscellaneous loss of Ps.130.4 million in 2016.2017. This was partially offset by a 39.1% or Ps.1.638.1% increase to Ps.325.3 million increase in administrative expenses and a 33.9% or Ps.186.6 million increase in loan loss provisions.

Net revenues attributable to the Retail Banking segment in 2017 were Ps.7.2 billion, a 38.9% increase from the Ps.5.2 billion in 2016, which in turn was Ps.1.7 billion or 50.7% higher than the Ps.3.4 billion in 2015. The increase in 2017 is mainly explained by (i) a 43.1% growth in gross financial margin, as a consequence of the combination of increases in loan volumes and interest rates on personal loans and mortgages, coupled with lower cost deposits, and (ii) a 26.6% increase in net services feefinancial income due to higher fees on creditinvestments in financial instruments.

Asset Management and debit cards reflecting higher business volumes as well as an increaseOther Services

2019 Compared to 2018

Attributable Comprehensive Income recorded a Ps.101.7 million loss in fee pricing which more than offset the reduction2019 compared to Ps.26.2 million loss in credit card and debit card discount rates. The maximum MDR in the fourth quarter of 2017 was 2.0%, and the maximum debit card sales commissions in the fourth quarter of 2017 was 1.0%.2018.

211 

 

Loan loss provisions amounted to Ps.737.3 millionThe decrease in 2017, Ps.186.6 million higher than the Ps.550.7 million in 2016, which in turn was Ps.251.6 million higher than the Ps.299.1 million in 2015.  The increase in loan loss provisions in 2017 is mainly explained by the growth in the loan portfolio and an increase in the coverage ratio.

Direct costs increased 41.0% or Ps.1.1 billion to Ps.3.9 billion in 2017, compared to Ps.2.8 billion in 2016, which was in turn 34.4% higher or Ps.713.8 million than in 2015. The increase in 2017 was due to higher personnel and operational expenses, as a consequence of vendors’ and unions’ adjustment of rates and salaries to inflation.

In 2017, the retail banking segment’s loan portfolio totaled approximately Ps.21.3 billion (U.S.$1.1 billion), and Ps.21.9 billion (U.S.$1.2 billion) including the securitized loan portfolio. Retail loans posted an NPL ratio of 2.6% in 2017, improving from 3.7% in 2016. This2019 was mainly driven by (i) a Ps.349.4 million loss from exposure to changes in the purchasing power of the currency compared to Ps.186.2 million loss in 2018, (ii) Ps.5.9% or Ps.38.3 million decrease in the Personal Loans NPL rationet service fee income to 2.5% along withPs.607.5 million in 2019, (iii) a 30 basis pointsPs.21.1 million decrease in net financial income to Ps.208.7 million from Ps.229.7 million in 2018. These were partially offset by the credit cards NPL ratio4.3% or Ps.25.8 million decrease in personnel and administration expenses and the Ps.56.4 million gain in other operating income, net, compared to 3.4%. In March 2016, the Bank changed its write-off policy, movingPs. 59.3 million gain in 2018.

2018 Compared to write-off at 270 days delinquency from 360 days.2017

In 2017, retail deposits amountedAttributable comprehensive income recorded a Ps.26.2 million loss in 2018 compared to Ps.37.9 billion (U.S.$2.0 billion), a 45.8% increase from the Ps.26.0 billionPs.246.1 million gain in 2016. In 2017, retail deposits represented 67.0% of total deposits.

As of December 31, 2017, the Bank maintained approximately 2.5 million savings accounts and 88,000 checking accounts. In 2017, the Bank also serviced more than 791,000 product bundles for senior citizens, over 173,000 Plan Sueldo (“Payroll”) accounts and more than 49,000 product bundles for high net worth customers.

2017.

The following graph showsdecrease in 2018 was mainly driven by (i) the total loan portfolio (with406.2% or Ps.478.0 million increase personnel and withoutadministration expenses due to the securitized portfolio) breakdownhigher employee base as a result of the Retail Banking segment for eachacquisition of the quarters indicated.

Corporate Banking

Net income attributable to the corporate banking segmentMILA and InvertirOnline in 2017, was Ps.538.2 million, Ps.201.0 million higher than Ps.337.2 million in 2016, which in turn was Ps.48.7 million higher than Ps.288.4 million in 2015. The increase in 2017 resulted mainly from (i) higher gross intermediation margin (52.5% or Ps.329.6 million)2018, See “Item 4.B Business Overview.”, (ii) a 41.8%Ps.186.2 million loss from exposure to changes in the purchasing power of the currency compared to Ps.40.5 million loss in 2017 and (iii) a Ps.119.7 million recorded in loan loss provision as a result of the residual portfolio of Mila held at the moment of the acquisition. These were partially offset by (i) a Ps.163.0 million increase in net financial income to Ps.229.7 million from Ps.66.7 million in 2017 (ii) Ps.59.3 million gain recorded in other operating Income, net, compared to a net loss of Ps.24.6 million in 2017 and (iii) Ps.25.8% or Ps.207.3Ps.132.6 million increase in net service fee income (iii) miscellaneous income of Ps.28.6 million compared to a Ps.24.5 million income in 2016 and (iv) loan loss provisions of Ps.153.3 million as compared to Ps.153.1Ps.645.8 million in 2016. This was partially offset by (i) a 47.7% or Ps.292.4 million increase in administrative expenses to support business growth and (ii) a 104.8% or Ps.47.3 million increase in income tax.2018.

Net revenues attributable to the corporate banking segment in 2017 were Ps.1.7 billion, 47.8% or Ps.536.9 million higher than Ps.1.1 billion in 2016, which in turn was 42.9% or Ps.337.2 million higher than Ps.786.5 million in 2015. The increase in 2017 was primarily due to the 52.5% increase in gross financial margin reflecting (i) higher loan volume and (ii) a 41.8% growth in net services fee income, largely driven by deposit account commissions and check administration commission.

Loan loss provisions amounted to Ps.153.3 million in 2017, as compared to Ps.153.1 million recorded in 2016, which in turn was 112.3% higher than the Ps.72.1 million recorded in 2015.

Direct costs increased 68.1% or Ps.145.6 million to Ps.359.2 million in 2017, compared to Ps.213.6 million in 2016, which in turn was 34.8% higher compared to Ps.158.4 million in 2015. The increase in 2017 was due to higher personnel and operational expenses, as a consequence of vendors’ and unions’ adjustment of rates and salaries to inflation.

In 2017, the corporate banking segment’s loan portfolio (including loans and receivables from financial leasing) totaled approximately Ps.29.7 billion (U.S.$1.6 billion), as we leveraged our higher capital base to increase the average loan size per client. Including the securitized portfolio, total loans amounted to Ps.29.7 billion (U.S.$1.6 billion), a 62.5% increase compared to 2016.

The corporate banking segment’s total deposits in 2017 amounted to Ps.5.0 billion (U.S.$264.2 million), a 68.5% increase from Ps.3.0 billion in 2016 to fund loan growth together with the utilization of the funds received from the equity offering. Corporate deposits decreased to 8.8% of total deposits in 2017 from 21.0% in 2016.

The following graph shows the total loan portfolio (with and without the securitized portfolio) breakdown of the corporate banking segment for each of the quarters indicated.

Treasury

Net income attributable to the Treasury Segment in 2017 was Ps.47.7 million, Ps.115.2 million lower than the Ps.162.9 million recorded in 2016, which in turn was Ps.111.6 million higher than the Ps.51.3 million recorded in

2015. The 70.7% decline in net income in 2017 is explained by a 22.7% or Ps.112.8 million decrease in gross intermediation margin and a 30.9% or Ps.83.7 increase in administrative expenses while net service fee income increased 12.1% or a Ps.4.5 million.

Net revenues attributable to the treasury segment in 2017 were Ps.426.1 million, Ps.108.3 million lower than the Ps.534.4 million recorded in 2016, which in turn was Ps.288.7 million higher than the Ps.245.7 million recorded in 2015. This decrease in 2017 was due to the 22.7% decrease in gross financial margin driven by a year-end negative mark-to-market of a LEBAC time deposit from the holding company in the Bank. This negative impact in the Treasury segment nets out in the consolidated financial statements of the holding company as a result of corresponding a positive mark-to-market impact at the holding company. In addition, in 2016 net income registered a net gain from the termination of the Supervielle Renta Inmobiliaria Financial Trust.

The treasury segment’s government and corporate securities portfolio amounted to Ps.15.3 billion in 2017, a 578.8% increase from Ps.2.2 billion recorded in 2016 reflecting higher holdings of securities issued by the Central Bank. Direct costs amounted to Ps.116.8 in 2017, compared to Ps.94.3 million in 2016, compared to Ps.57.7 million in 2015.

Consumer Financing

Net income attributable to the consumer financing segment in 2017 was Ps.179.4 million, Ps.111.8 million higher than the Ps.67.7 million in 2016, which in turn was Ps.8.0 million higher than the Ps.59.7 million recorded in 2015. The increase in 2017 was mainly driven by the 87.3% increase in net revenues, which in turn offset higher loan loss provisions following the asset quality deterioration in this segment and the increase the coverage ratio in the non-performing loan portfolio to 65.2% as of December 31, 2017 compared with 58.6% as of December 31,2016.

Net revenues attributable to the consumer finance segment in 2017 were Ps.2.3 billion, Ps.1.1 billion higher than the Ps.1.2 billion in 2016, which in turn was Ps.415.3 million higher than the Ps.823.3 million recorded in 2015. Annual increases of 124.1% in gross intermediation margin and 32.5% in net service fee income were the main drivers behind the growth in net revenues in 2017.

Loan loss provisions amounted to Ps.924.5 million in 2017, Ps.585.6 million higher than the Ps.338.9 million in 2016, which was in turn Ps.172.5 million higher than the Ps.166.3 million for 2015.  The increase in 2017 was due to the growth of the loan portfolio, which included an increase in non-performing loans, (ii) our decision to increase our non-performing loan coverage ratio from 58.6% in 2016 to 65.2% in 2017 and (iii) the deterioration in asset quality due to salary adjustments resulting from collective bargaining agreements below the annual inflation rate in 2017 along with increases in public services tariffs both in 2016 and 2017, which impacted the consumers’ disposable income.

Direct costs increased 36.9% or Ps.310.0 million to Ps.1.1 billion in 2017, compared to Ps.839.3 million in 2016, which in turn were 31.4% higher than the Ps.638.5 million recorded in 2015. The increase in 2017 was due to higher personnel and operational expenses as a consequence of vendors’ and unions’ adjustment of rates and salaries to inflation.

The consumer financing segment’s loan portfolio totaled approximately Ps.6.1 billion (U.S.$324.6 million) at December 31, 2017. Including the securitized loan portfolio, total loans amounted Ps.6.8 billion (U.S.$364.3 million) increasing 49.0% in 2017, from Ps.4.6 billion registered in 2016.

The following graph shows the total loan portfolio (with and without the securitized portfolio) breakdown of the consumer dinancing segment for each of the quarters indicated.

Insurance

Net income attributable to the insurance segment in 2017 was Ps.205.6 million, compared to Ps.252.4 million in 2016 and Ps.54.1 million in 2015.

Net revenues attributable to the insurance segment in 2017 were Ps.469.7 million, compared to Ps.528.2 million in 2016 and Ps.153.1 million in 2015. Supervielle Seguros began issuing its first policies in October 2014 starting with a few non-credit related insurance products, such as protected bag insurance and personal accident insurance. By the end of 2015, it began issuing credit-related policies substantially growing its business since then, partly through the growth of the loans and credit card portfolio balances and partly through the migration of some of the portfolios previously booked in a third party insurance company. However, since September 1, 2016, both Banco Supervielle and CCF are self-insuring these risks and and only contract new credit related insurances for mortgages loans. We intend to continue to expand this business and launch new insurance products previously offered to our customers by other insurance companies.

Income from insurance activities amounted to Ps.375.4 million in 2017, compared to Ps.476.3 million in 2016 and Ps.130.6 million in 2015.

Direct costs were Ps.154.4 million in 2017, compared to Ps.139.2 million in 2016 and Ps.68.2 million in 2015.

Asset Management & Other Services

Until March 31, 2017, we offered microcredit financing through Cordial Microfinanzas. On March 31, 2017, we and the Bank sold our shares of Cordial Microfinanzas to Ciudad Microempresas.

Net income attributable to the asset management & other services segment in 2017 was Ps.223.6 million, Ps.98.8 million higher than the Ps.124.8 million recorded in 2016, which was in turn Ps.65.2 million higher than the Ps.59.5 million recorded in 2015.

Net revenues attributable to the asset management & other services segment in 2017 were Ps.601.6 million, Ps.271.4 million or 82.2% higher than Ps.330.2 million in 2016, which was in turn 99% higher than Ps.166.0 million in 2015.

The increase in net revenues in 2017 was mainly driven by the increase in net services fee income, which amounted to Ps.553.3 million in 2017, 112.4% higher than the Ps.260.6 million recorded in 2016, which in turn was 107.5% higher than the Ps.125.6 million recorded in 2015. The increase in service fee income in 2017 was mainly driven by increased volume in mutual fund management and in Espacio Cordial fee income. This increase reflects the successful cross-selling initiatives to leverage our compelling financial product offering both through the asset management business and the non-financial products and services sold by Espacio Cordial.

Direct costs increased 15.7% or Ps.35.9 million in 2017, compared Ps.228.6 million in 2016, which in turn increased 61.0% or Ps.86.7 million compared to Ps.142.0 million in 2015. The increase in 2017 and 2016 was mainly due to inflation and an increase in salaries due to an increase in the number of employees. See “Item 4.B Business Overview.”

Adjustments

Financial expenses and other results incurred by Grupo Supervielle at the holding level, and transactions between segments, are not allocated to any particular segment for internal reporting purposes, and are disclosed under “Adjustments” to reconcile the total of each line item with the amounts appearing in our statement of income.

2019 Compared to 2018

Inter-segment transactions offset each other and do not impact total direct earnings on a consolidated basis. Other results not allocated to segments totaled gains of Ps.561.5an attributable comprehensive income recorded a Ps 274.4 million gain in 2019 compared to Ps.1.2 billion loss in 2018.

2018 Compared to 2017 gains of Ps.3.8

Inter-segment transactions offset each other and do not impact total direct earnings on a consolidated basis. Other results not allocated to segments totaled an attributable comprehensive income recorded a Ps.1.2 billion loss in 2018, and Ps.370.5 million gain in 2016, and losses of Ps.60.7 million in 2015.2017.

Financial income of Grupo Supervielle at the holding level in 2017 were higher than in 2016 mainly due to the investment of the funds retained at the holding level after the IPO in May 2016.

Financial expenses of Grupo Supervielle at the holding level in 2017 were lower than in 2016 mainly due to a significant decrease in the amount outstanding of debt.

Below we present a summary of items recorded by Grupo Supervielle at the holding level, as well as by Sofital, excluding inter-segment transactions, as of December 31, 2017 and 2016:

 

 

As of December 31, 2017

 

As of December 31, 2016

 

 

 

(in thousands of Pesos)

 

 

 

Grupo Supervielle

 

Sofital

 

Grupo Supervielle

 

Sofital

 

Financial income

 

642,305

 

2,024

 

188,345

 

399

 

Financial expenses

 

(26,045

)

 

(129,642

)

(69

)

Gross financial margin

 

616,260

 

2,024

 

58,703

 

330

 

 

 

 

 

 

 

 

 

 

 

Services Fee Income

 

62,906

 

 

45,941

 

 

Services Fee Expenses

 

3,145

 

 

 

 

Net Service Fee Income

 

59,761

 

 

45,941

 

 

 

 

 

 

 

 

 

 

 

 

Net Revenue

 

676,021

 

2,024

 

104,644

 

330

 

 

 

 

 

 

 

 

 

 

 

Loan Loss Provisions

 

 

(1,432

)

 

 

Direct costs

 

(125,255

)

(1,615

)

(63,912

)

(681

)

Income from financial transactions

 

550,766

 

(1,023

)

40,733

 

(351

)

Consolidated Assets

The structure and main components of our consolidated assets as of the dates indicated were as follows:

  As of December 31,
  2019 2018 2017
  Amount % Amount % Amount %
  (in thousands of Pesos, except percentages)
Cash and due from banks 26,403,099  17.8%  51,822,372  23.8%  25,205,322  12.1% 
Debt Securities at fair value through profit or loss 568,501  0.4%  23,247,329  10.7%  25,902,184  12.5% 
Loans and other financing 88,010,011  59.2%  118,771,635  54.5%  134,001,359  64.4% 
Other assets(1) 33,703,080  22.7%  24,191,474  11.1%  22,918,923  11.0% 
Total .148,684,691  100.0%  218,032,810  100.0%  208,027,788  100.0% 

 

 

 

As of December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

 

 

(in thousands of Pesos, except percentages)

 

Cash and due from banks

 

11,129,475

 

11.8

%

8,166,132

 

15.3

%

6,808,591

 

20.6

%

Investment Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

Government and corporate securities

 

1,734,409

 

1.8

%

945,991

 

1.8

%

240,635

 

0.7

%

Participation in our securitization trusts

 

570,207

 

0.6

%

631,251

 

1.2

%

1,371,889

 

4.2

%

Securities issued by the Central Bank

 

13,611,627

 

14.5

%

1,414,053

 

2.7

%

691,246

 

2.1

%

Loans and financing portfolio

 

60,054,796

 

63.9

%

38,037,051

 

71.5

%

22,293,826

 

67.5

%

Other assets (1)

 

6,870,764

 

7.3

%

4,011,564

 

7.5

%

1,639,630

 

5.0

%

Total

 

93,971,278

 

100.0

%

53,206,042

 

100.0

%

33,045,817

 

100.0

%


(1)Includes mainly other receivables from financial transactions, equity investments, miscellaneous receivables, bank premises and equipment, miscellaneous assets, and intangible assets.

212 

(1)         Includes mainly other receivables from financial transactions, equity investments, miscellaneous receivables, bank premises and equipment, miscellaneous assets, and intangible assets.

2019 Compared to 2018

Of our Ps.94.0Ps.148.7 billion total assets as of December 31, 2017, Ps.92.32019, Ps.141.9 billion, equivalent to 98.2%95.4% of the total, corresponded to the Bank and CCF. As of December 31, 2017,2019, our total direct exposure to the non-financial public sector amounted to Ps.1.8Ps.11.0 billion. Our exposure to the non financialnon-financial public sector is primarily composed of our holdings of government securities, which as of December 31, 20172019 amounted to Ps.1.7 million.Ps.10.9 billion.

2018 Compared to 2017

Item 5.BLiquidityOf our Ps.218.0 billion total assets as of December 31, 2018, Ps.214.9 billion, equivalent to 98.6% of the total, corresponded to the Bank and Capital ResourcesCCF. As of December 31, 2018, our total direct exposure to the non-financial public sector amounted to Ps.29.8 billion. Our exposure to the non-financial public sector is primarily composed of our holdings of government securities, which as of December 31, 2018 amounted to Ps.29.7 billion.

Item 5.BLiquidity and Capital Resources

Our main source of liquidity is the Bank’s deposit base. The Bank CCF and TarjetaCCF also securitize portions of their loan portfolios to generate liquidity for their operations. CCF also receives deposits and interbank calls and issues short-term debt securities in the Argentine capital markets for financing. Additionally, long-term financing and capital contributions enable us to cover most of our liquidity requirements.

Consolidated Cash Flows

The table below summarizes the information from our consolidated statements of cash flows for the three years ended December 31, 2017, 20162019, 2018 and 2015,2017, which is also discussed in more detail below:

  Grupo Supervielle S.A.
  As of December 31.
  2019 2018 2017
Net loss for the year before tax (1,984,927) (3,147,043) 641,035 
Adjustments to obtain flows from operating activities:         
Depreciations and impairment of assests 1,814,671  665,154  956,819 
Loan loss provisions 7,736,868  7,967,031  6,204,348 
Exchange rate difference on gold and foreign currency 324,070  (1,733,237) (604,734)
Interest income (44,794,595) (46,790,036) (34,250,524)
Interest expenses 34,913,451  26,787,390  12,782,957 
Net income from financial instruments at fair value through profit or loss (20,960,966) (9,707,395) (5,454,354)
Fair value of Investment property 127,130  (221,408) 27,653 
Result from exposure to changes in the purchasing power of the currency 30,290,502  (14,349,403) (17,600,790)
Interest over Leases liabilities 212,492     
Loans recovered and allowances reversed (498,599) (488,878) (466,741)
(Increases) / decreases from operating assets:         
Debt securities at fair value through profit or loss 24,776,311  9,814,368  (3,498,887)
Derivatives (233,091) 36,637  19,094 
Repo transactions   7,608,341  (7,608,341)
Loans and other financing         
To the non-financial public sector 21,588  23,600  (61,854)
To the other financial entities 548,579  288,908  191,429 
To the non-financial sector and foreign residents 64,196,460  54,229,100  2,059,859 
Other debt securities (3,826,695) (5,816,717) 5,034,713 
Financial assets in guarantee (2,245,954) (132,293) 1,197,082 
Investments in equity instruments 1,426  89,956  (96,428)
Other assets 2,241,114  (7,151,464) 1,001,504 

213 

 

 

 

Year ended December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

(in thousands of Pesos)

 

 

 

 

 

 

 

 

 

Funds at the beginning of the financial year

 

9,688,554

 

7,616,502

 

4,046,180

 

 

 

 

 

 

 

 

 

Funds provided by (used in) Operating activities

 

6,961,692

 

(294,347

)

2,449,838

 

Government and corporate securities

 

1,811,290

 

(947,998

)

744,287

 

Net increase in loans

 

(10,134,238

)

(5,136,826

)

(568,136

)

Net increase in deposits

 

17,593,799

 

9,105,413

 

4,612,863

 

Net operating income from services

 

4,014,670

 

3,156,633

 

2,138,642

 

Administrative expenses

 

(7,537,254

)

(5,340,482

)

(3,608,264

)

Other

 

1,213,425

 

(1,131,087

)

(869,554

)

 

 

 

 

 

 

 

 

Funds provided by (used in) investing activities

 

(4,099,484

)

(477,264

)

(188,834

)

Net payments in bank premises and equipment and miscellaneous assets

 

(320,981

)

(458,733

)

(184,545

)

Payments for purchases of equity interests in other companies

 

33,112

 

(21

)

 

Other

 

(3,811,615

)

(18,510

)

(4,289

)

 

 

 

 

 

 

 

 

Funds provided by financing activities

 

11,869,581

 

2,387,086

 

870,687

 

Funds provided (used in) by unsubordinated negotiable obligations

 

5,288,294

 

371,069

 

638,722

 

Funds (used in) subordinated negotiable obligations

 

(1,058,813

)

(123,811

)

(74,684

)

Funds provided by (used in) banks and international entities

 

1,871,168

 

(1,116,049

)

330,650

 

Capital increase

 

5,841,688

 

3,301,137

 

 

Payment of dividends

 

(65,500

)

(25,503

)

(7,385

)

Other

 

(7,256

)

(19,757

)

(16,616

)

 

 

 

 

 

 

 

 

Effect of exchange rate on cash and cash equivalents

 

1,001,522

 

456,577

 

438,631

 

 

 

 

 

 

 

 

 

Funds at the end of the financial year

 

25,421,865

 

9,688,554

 

7,616,502

 

  Grupo Supervielle S.A.
  As of December 31.
  2019 2018 2017
Increases / (decreases) from operating liabilities:         
Deposits         
Non-financial public sector (11,613,645) 3,066,329  6,684,075 
Financial sector (10,723) 3,158  3,509 
Private non-financial sector and foreign residents (83,108,859) (11,979,964) 7,002,897 
Derivatives (144,944) 144,944  (1,674,846)
Repo operations 319,817     
Liabilities at fair value with changes in results (222,849) 412,403   
Other liabilities 524,046  731,334  1,715,045 
Income Tax paid (809,974) (2,154,355) (2,020,426)
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES (A) (2,407,296) 8,196,460  (27,815,906)
CASH FLOWS FROM INVESTING ACTIVITIES         
Net payments related to:         
Purchase of PPE, intangible assets and other assets (1,113,875) (4,391,549) (1,506,579)
Purchase of liabilities and equity instruments issued by other entities   (276,375) (167,803)
Purchase of investments in subsidiaries (197,954) (2,827,563)  
Collections:         
Disposals related to PPE, intangible assets and other assets 8,021  667,263  1,061,324 
NET CASH USED IN INVESTING ACTIVITIES (B) (1,303,808) (6,828,224) (613,058)
CASH FLOW OF FINANCING ACTIVITIES         
Payments:         
Changes in investments in subsidiaries that do not result in control loss 567  (919)  
Operating Leases (1,251,601)    
Unsubordinated negotiable obligations (17,365,599) (11,619,542) (2,663,582)
Financing received from Argentine Financial Institutions (113,905,868) (105,180,217) (98,253,226)
Subordinated negotiable obligations (842,966) (19,976) (2,350,208)
Dividends (466,112) (505,129) (170,382)
Collections:         
Unsubordinated negotiable obligations 8,412,283  6,429,136  16,363,453 
Financing received from Argentine Financial Institutions 110,569,136  109,529,169  101,398,236 
Contributions from shareholders     14,103,738 
NET CASH (USED IN)/ PROVIDED BY FINANCING ACTIVITIES (C) (14,850,160) (1,367,478) 28,428,029 
EFFECTS OF EXCHANGE RATE CHANGES AND EXPOSURE TO CHANGES IN THE PURCHASING POWER OF MONEY ON CASH AND CASH EQUIVALENTS (D) (25,767,419) 23,602,424  21,586,977 
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C+D) (44,328,683) 23,603,182  21,586,042 
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 72,265,167  48,661,985  27,075,943 
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 27,936,484  72,265,167  48,661,985 

 

Management believes that cash flows from operations and available cash and cash equivalent balances will be sufficient to fund our financial commitments and capital expenditures for 2018.2020.

214 

Cash Flows from Operating Activities

20172019 Compared to 20162018

In 2017,2019, operating activities provided Ps.7.0 billion of net cash, compared to Ps.294.3 million of net cash used in 2016. Net increase in loans amounted to Ps.10.1 billion in 2017, compared to an increase of Ps.5.1 billion in 2016. Net operating income from services increased to Ps.4.0 billion in 2017 from Ps.3.2  billion in 2016. Net increase in deposits amounted to Ps.17.6  billion in 2017, compared to a net increase of Ps.9.1 billion in 2016. Administrative expenses increase to Ps.7.5  billion in 2017, compared to Ps.5.3 billion in 2016. Our holding of marketable securities provided Ps.1.8  billion in 2017 compared to Ps. 948.0 million used in 2016.

2016 Compared to 2015

In 2016, operating activities used Ps.2.4 billion of net cash, compared to Ps.2.3Ps.8.2 billion of net cash provided in 2015.2018. Net increasedecrease in loans increasedamounted to Ps.6.7Ps.64.8 billion in 2016 from Ps.683.9 million2019, compared to a decrease of Ps.54.4 billion in 2015.2018. Net operating income from servicesdebt securities and derivatives increased to Ps.2.2Ps.24.4 billion in 20162019 from Ps.1.8Ps.10.0 billion in 2015.2018. Net increase in deposits increasedamounted to Ps.9.1Ps.94.7 billion in 2016 from Ps.4.62019, compared to a net increase of Ps.8.9 billion in 2015. Administrative expenses increased2018.

2018 Compared to Ps.4.92017

In 2018, operating activities provided Ps.8.2 billion of net cash, compared to Ps.27.8 billion of net cash used in 2017. Net decrease in loans amounted to Ps.54.4 billion in 20162018, compared to Ps.3.4a decrease of Ps.2.2 billion in 20152017. Net operating income from debt securities and our holdingderivatives decreased to Ps.10.0 billion in 2018 from an increase of marketable securities used Ps.918.4 millionPs.5.2 billion in 2016 from Ps.787.8 million provided2017. Net increase in 2015.deposits amounted to Ps.8.9 billion in 2018, compared to a net decrease of Ps.13.7 billion in 2017.

Cash Flows from Investing Activities

20172019 Compared to 20162018

In 2017,2019, we used Ps.4.1 millionPs.1.3 billion of net cash in our investing activities, compared to Ps.477.0 millionPs.6.8 billion of net cash used in 2016.2018. In 2017,2019, funds used in investing activities were partially offset by the sale of four office units and parking spaces located at Avenida L. N. Alem 1035, the sale of a non-core property for Ps.30.2 million and, to a lesser extent, the sale of Cordial Microfinanzas in the first quarter of 2017. While in 2016, funds used in investing activities were mainly explained by the acquisition at market price all of the properties from the financial trust, given their franchise value, for a total amount of Ps.329.8 million.property, plant and equipment, intangible assets and others were Ps. 1.1 billion.

20162018 Compared to 2015

2017

In 2016,2018, we used Ps.477.3 millionPs.6.8 billion of net cash in our investing activities, compared to Ps.188.8Ps.613.1 million of net cash used in 2015. The increase2017. In 2018, funds used in investmentinvesting activities for purchase of investments in 2016 is primarily explained by the increase in payments for bank premises, equipment and miscellaneous assets to Ps.458.7 million in 2016 (the Bank acquired at market price, all of the properties from the financial trust, given their franchise value, for a total amount of Ps.329.8 million), compared to the Ps.184.5 million in 2015 (including the acquisition for a total of Ps.165 million of four office units and parking spaces located at Avenida L. N. Alem 1035 and Ps.85.9 million from the sale of properties not related to our core business in the Province of Mendoza).subsidiaries were Ps.2.8 billion.

For an explanation of the acquisition of the properties from the financial trust and the subsequent cancellation of the trust, see “Item 4.D Property, Plants and Equipment.

Cash Flows from Financing Activities

20172019 Compared to 20162018

In 2017,2019, net cash provided byused in financing activities totaled Ps.11.9was Ps.14.9 billion, compared to Ps.2.4Ps.1.4 billion in 2018.

In 2019, net funds used to make payments of unsubordinated negotiable obligations was Ps.8.9 billion, compared to Ps.5.2 billion used in 2018. Net funds used to make payments of subordinated negotiable obligations was Ps.843.0 million in 2019, compared to Ps.20.0 million provided in 2018. Net payments from Argentine financial institutions was Ps.3.3 billion in 2019, compared to Ps.4.3 billion provided in 2018. In 2019 and 2018, net cash used in dividends payments was Ps.466.1 million and Ps.505.1 million, respectively.

2018 Compared to 2017

In 2018, net cash used in financing activities was Ps.1.4 billion, compared to Ps.28.4 billion in 2017.

In 2018, funds used to make payments of unsubordinated negotiable obligations was Ps.5.2 billion, compared to Ps.13.7 million provided for financing activities in 2016.

In 2017, funds used to make payments under unsubordinated2017. Funds provided by subordinated negotiable obligations totaled Ps.5.3 billion due to the placement of the Ps.4,768,170,000 global bond,was Ps.20.0 million in 2018, compared to Ps.371.1 millionPs.2.4 billion used for financing activities in 2016. Funds used to make payments under subordinated negotiable obligations totaled Ps.1.1 billion in 2017, compared to Ps.123.8 million used for financing activities in 2016.2017. Funds borrowed from foreignArgentine financial institutions to increase

our financing with respect to foreign exchange related loans totaled Ps.1.9 millionwas Ps.4.3 billion in 2017,2018, compared to Ps.1.1  million used in 2016.

2016 Compared to 2015

In 2016, net cash provided by financing activities totaled Ps.2.4Ps.3.1 billion compared to Ps.870.7 million of net cash provided for financing activities in 2015.2017. In 2016, funds2018 and 2017, net cash used to makein dividends payments on our unsubordinated negotiable obligations totaled Ps.371.1was Ps.505.1 million compared to Ps.638.7and Ps.170.4 million, that were usedrespectively. In 2017 we received contributions from shareholders for financing activities in 2015; we used Ps.123.8 million to make payments under subordinated negotiable obligations compared to Ps.74.7 million used for financing activities in 2015; and funds used by banks and international entities totaled Ps.1.1 billion compared to Ps.330.7 million provided in 2015.Ps.14.1 billion.

215 

Funding

Funding

Deposits

Our major source of funding is the Bank’s significant deposit base comprised of checking and savings accounts and time deposits. The following table presents the composition of our consolidated deposits as of December 31, 2019, 2018 and 2017, 2016 and 2015:January 1, 2017:

 

As of December 31,

 

 As of December 31,

 

2017

 

2016

 

2015

 

 2019 2018 2017

 

(in thousands of Pesos)

 

 (in thousands of Pesos, except percentages)

From the non-financial public sector

 

6,171,661

 

2,587,253

 

1,182,559

 

 5,470,177  17,083,822  14,017,494 

% of deposits

 

10.9

%

7.2

%

5.0

%

 6.1%  11.7%  10.9% 

From the financial sector

 

15,702

 

9,326

 

250,981

 

 28,098  38,821  35,663 

% of deposits

 

0.0

%

0.0

%

1.1

%

 0.0%  0.0%  0.0% 

From the non-financial private sector and foreign residents

 

 

 

 

 

 

 

         

Checking accounts

 

5,679,805

 

4,361,405

 

3,042,376

 

 12,119,616  10,287,013  12,900,357 

% of deposits

 

10.1

%

12.1

%

12.8

%

 13.6%  7.0%  10.1% 

Savings accounts

 

18,239,186

 

10,783,229

 

6,465,123

 

 29,388,264  38,645,275  42,359,322 

% of deposits

 

32.3

%

30.0

%

27.3

%

 33.0%  26.5%  33.1% 

Special checking accounts

 

11,339,808

 

2,422,708

 

1,288,573

 

 9,342,706  33,440,034  24,822,488 

% of deposits

 

20.1

%

6.7

%

5.4

%

 10.5%  22.9%  19.4% 

Time deposits

 

13,014,886

 

11,677,322

 

10,034,025

 

 23,860,288  39,679,991  29,560,289 

% of deposits

 

23.0

%

32.5

%

42.3

%

 26.8%  27.2%  23.1% 

Investment accounts

 

255,000

 

375,000

 

664,900

 

 4,134,400  2,138,270  579,173 

% of deposits

 

0.5

%

1.0

%

2.8

%

 4.6%  1.5%  0.5% 

Others

 

1,328,837

 

3,510,701

 

567,477

 

 2,976,811  3,372,862  2,840,282 

% of deposits

 

2.4

%

9.8

%

2.4

%

 3.3%  2.3%  2.2% 

Interest and differences in exchange rates payable

 

442,142

 

170,920

 

220,563

 

 1,687,817  1,310,113  1,004,222 

% of deposits

 

0.8

%

0.5

%

0.9

%

 1.9%  0.9%  0.8% 

Total

 

56,487,027

 

35,897,864

 

23,716,577

 

Total 89,008,177  145,996,201  128,119,290 

 

20172019 Compared to 2016

2018

Total deposits increased 57.4%decreased 39.0% in 2017. The Bank’s2019. Total deposits from the non-financial publicprivate sector increased 138.5%35.2% to represent 11%94% of our total deposits as of December 31, 2017. As of December 31, 2017, CCF had deposits of Ps.704.8 million.

As a result of the importance of our sizeable deposit network franchise, retail branch deposits plus senior citizen deposits continued to represent a high share of total deposits. As of December 31, 2017, retail branch deposits plus senior citizen deposits represented 53.8% of total deposits compared to 59.6% as of December 31, 2016.

2019. Total deposits from the private sector increased 51.0% in 2017, above the 26.7% increase in deposits from the private sector in the Argentine financial system as a whole in 2017. Private sector deposits in savings accounts, time deposits, checking accounts and special checking accounts increased 69.1%, 11.5%, 30.2% and 368.1% respectively, in 2017.

As of December 31, 2017, savings accounts denominated in Pesos, which represented 68% of total savings accounts (excluding special checking accounts) increased 67.4% when compared to savings accounts denominated in Pesos as of December 31, 2016. The remaining 32% was represented by U.S. dollar-denominated savings accounts, which increased 73.7% when compared to savings accounts denominated in U.S. dollars.

2016 Compared to 2015

Total deposits increased 51.4% in 2016 accompanying higher loan origination due to the capital deployment after the IPO. The Bank’s deposits from the non-financial public sector increased 118.8%,decreased 68.0% to represent 7.2%6% of our total deposits as of December 31, 2016.2019.

Private sector saving accounts deposits, time deposits and special checking accounts decreased 24.0%, 39.9% and 72.1%, respectively, in 2019. Checking accounts increased 17.8% in 2019.

As a result of the importance of our sizeable deposit network franchise, retailRetail plus Senior Citizens customer deposits continued to represent a high portionin Pesos represented 55% of total deposits. Asdeposits as of December 31, 2016, retail2019. Wholesale and institutional deposits represented 60%in Pesos declined to 15% of total deposits in Pesos from 32% as of September 30, 2019, reflecting our decision to deleverage our balance sheet in the fourth quarter of 2019.

2018 Compared to 2017

Total deposits increased 14.0% in 2018. Total deposits from the non-financial private sector increased 13.0% to represent 88% of our total deposits as of December 31, 2018. Total deposits from the non-financial public sector increased 21.9% to represent 12% of our total deposits as of December 31, 2018.

Private sector deposits in saving accounts and checking accounts decreased 8.8% and 20.3%, respectively. Time deposits and special checking accounts increased 34.2% and 34.7%, respectively, in 2018.

Retail branch deposits plus senior citizens deposits represented 44% of total deposits as of December 2018, compared towith 54% as of December 31, 2015.

Total deposits from2017, mainly reflecting the private sector increased 49.4% in 2016, above the 43.9% increase in wholesale and institutional deposits from the private sectorto fund investments in the Argentine financial system as a whole. Private sector deposits grew in savings accounts and time deposits, which increased 70.3% and 16.4%, respectively, in 2016.

The performance in private sector deposits was due to (i) 179.2% increase in sight deposits denominated in U.S. dollars, mainly resulting from the first tranche of the Tax Amnesty Program which totaled the equivalent amount of Ps.2.7 billion as of December 2016, or near U.S.$170 million, compared to Ps.90 million, or U.S.$6 million as of September 2016, (ii) 70.3%, or Ps.5.5 billion increase in savings accounts, (iii) 43.4%, or Ps.1.3 billion in checking accounts, and (iv) 16.4%, or Ps.1.6 billion in time deposits.

As of December 31, 2016, savings accounts denominated in Ps., which represent 78% of total savings accounts, increased 45.8% compared to 2015. The remaining 22% was represented by U.S. dollar denominated savings accounts, which increased 239.4%.

Securitization Transactions

In 2017, the Bank and CCF transferred loans to securitization trusts in an aggregate amount of Ps.2.5 billion and these trusts issued trust securities for an aggregate amount of Ps.2.5 billion. As of December 31, 2017, CCF and the Bank held shares in trusts through senior debt securities and certificates of participation for Ps.45.1 million and Ps.466.6 million, respectively.

As a result of these securitizations, CCF and the Bank retained interests in the trusts through senior bonds and participation certificates in the amount of Ps.45.1 million and Ps.466.6 million as of December 31, 2017, respectively. CCF and the Bank retained interests in the trusts through senior bonds, subordinated bonds and participation certificates in the amount of Ps.100.6 million, Ps.0 million and Ps.530.6 million as of December 31, 2016 and Ps.509.7 million, Ps.36.3 million and Ps.707.0 million as of December 31, 2015, respectively.

Our holdings of participation certificates issued by trusts in Pesos are valued at their equity value estimated at the end of each fiscal year, following each trust’s audited consolidated financial statements. Our holdings of debt securities issued by trusts are valued based on principal plus accrued interest. Each trust records allowances for loan losses for the securitized loan portfolio in accordance with Central Bank regulations. Although historically we have not experienced losses on our participation certificates in, or subordinated debt securities issued by, financial trusts created to securitize loans, we cannot assure you that we will not incur such losses in the future.seven-day LELIQS.

Financings

FinancingsBanco Supervielle S.A.

Grupo Supervielle - Global Corporate Notes

At our ordinary and extraordinary shareholders’ meeting held on April 19, 2016, our shareholders  approved the creation of a new global notes program for the issuance of short, medium and/or long-term notes of up to a total outstanding amount of Ps. 1,000,000,000 (or its equivalent in other currencies).

As of December 31, 2017, Grupo Supervielle had one series of notes outstanding under its short, medium and/or long-term global notes program. This series was our Series XIII Peso-denominated notes due January 31, 2019.  These notes were issued on January 31, 2014 in the aggregate principal amount of Ps. 23.1 million.  The Series XIII notes earn interest at a floating rate of BADLAR — Private Banks plus 6.25%.  As of December 31, 2017, Ps.22.9 million was outstanding under the notes.

The proceeds from the placement of the notes were used in accordance with Article 36 of the Law of Negotiable Obligations for the payment of financial liabilities and working capital needs in Argentina.

Bank —Peso-denominated Notes

At the Bank’s April 15, 2016 ordinary shareholders’ meeting, the Bank’s shareholders voted to increase its Peso-denominated global notes program from Ps.750.0 million to Ps.2.0 billion (or its equivalent in foreign currency).

On October 12, 2016, the Bank issued unsubordinated “Series VI” notes in an aggregate principal amount of Ps.422.0 million at a floating rate of BADLAR — Private Banks plus 3.50% that were repaid in October 2017.

Bank — Foreign currency-denominated Notes

On November 11, 2010, the Bank issued 11.375% U.S.$50 million “Series I” subordinated notes due November 11, 2017. Interest payments on the Series I notes are payable twice a year. These notes are governed by New York law. On November 13, 2017, the notes matured and were repaid in full.

On August 20, 2013, the Bank issued 7.0% U.S.$22.5 million “Series III” subordinated notes due August 20, 2020. Interest payments on the Series III notes are payable biannually and payments commenced on February 20, 2014. These notes are governed by Argentine law. As of December 31, 2017, the Series III notes were recorded in the “Subordinated Negotiable Obligations” line item in an amount outstanding of Ps.431.7 million.

On November 18, 2014, the Bank issued 7.0% U.S.$13.4 million “Series IV” subordinated notes due November 18, 2021. Interest payments on the Series IV notes are payable biannually and payments commenced on May 18, 2015. These notes are governed by Argentine law. As of December 31, 2017, the Series IV notes were recorded in the “Subordinated Negotiable Obligations” line item in an amount outstanding of Ps.254.2 million.

On November 15, 2016, the Bank issued 3.5% Ps.269.1 million “Series VII” unsubordinated notes due November 17, 2017. Interest payments on the Series VII notes are payable biannually and payments commenced on February 17, 2017. These notes are governed by Argentine law. On November 17, 2017, the notes matured and were repaid in full.

Global Program for the Issuance of Medium Term SecuritiesMedium-Term Notes for up to U.S.$2.3 billion (previously, U.S.$800 million)

On September 22, 2016, the shareholders’ meeting No. 117, resolved to approve the creation of a Global Program for the Issuance of Negotiable Obligations for up to a maximum outstanding amount of US$800,000,000. The Program was authorized by the CNV through Resolution No. 18,376 dated November 24, 2016.

On May 6, 2018, the shareholders’ meeting resolved to approve the increase of the Program for up to a maximum outstanding amount of US$2,300,000,000. The Program was authorized by the CNV through Resolution No. 19,470 dated April 16, 2018.

On December 21, 2018, the Board of Directors approved the issuance of notes under the aforementioned Program for an amount of up to Ps.3 billion. Here are the main terms and conditions of the issue:

Series: F

Amount: Ps.3,000,000,000

Due date: November 4, 2019

Interest rate: Floating Badlar of Private Banks + 4.85%

Interest payment date: Interest accrued by the notes will be paid on a three-month basis making the first payment on May 4, 2019.

Amortization: bullet.

Applicable law and jurisdiction: Argentina.

Program for the issuance of notes for up to nominal value Ps.750 million (increased to Ps.2 billion)

As of March 25, 2013, the Bank’s extraordinary general shareholders’ meeting, approved the creation of a Global Program for the issuance of Negotiable Obligations for up to a maximum outstanding amount of Ps.750,000,000. On April 15, 2016, the ordinary and extraordinary shareholders’ meeting approved the creation increase of a global program for the issuance of notes for anmaximum outstanding maximum amount of U.S.$800,000,000.the Program to Ps.2,000,000,000 or its equivalent in foreign currency, passed by Resolution N° 18,224 from the CNV on September 22, 2016. The programfollowing chart provides the main terms and conditions of issuances underway as of December 31, 2019, 2018 and 2017 (in millions of Dollars):

Issuance                Maturity     Book Value 
date  Currency  Denomination  Amount  Amortization Term  date  Rate  12/31/2019  12/31/2018  12/31/2017 
                               
 08/20/2013   U.S.$   III   22.5  100% at maturity  84 Months   08/20/2020   7%   1,308.2   1,340.8   980.5 
 11/18/2014   U.S.$   IV   13.4  100% at maturity  84 Months   11/18/2021   7%   811.7   788.0   577.3 
                           Total   2,119.9   2,128.8   1,557.8 

223

On August 6, 2018 the Shareholders’ meeting resolved to request the Bank’s registration as Frequent Issuer of Negotiable Obligations before the CNV. The request was authorized by the CNV on November 24, 2016, through Resolution No. 18,376.19,958 dated December 27, 2018.

Cordial Compañía Financiera S.A.

On November 23, 2016,Global Program for the Bank issued Series “A” notes issuedIssuance of Negotiable Obligations for Ps. 4.8 billion at a BADLAR plus 450 basis points interest rate due 2020, with interest payable on a quarterly basis. As of December 31, 2017, the abovementioned notes were recorded in the “Other receivables from financial transactions — Unsubordinated Notes” line item in an amount of Ps.4.7 billion.

On November 29, 2017, the Bank issued Series “B” notes issued for Ps.629.0 million at a TM20 plus 325 basis points interest rate due 2019, with interest payable on a quarterly basis. As of December 31, 2017, the abovementioned notes were recorded in the “Other receivables from financial transactions — Unsubordinated Notes” line item in an amount of Ps.625.3 million.

On November 29, 2017, the Bank issued Series “C” notes issued for Ps.659.7 million at a BADLAR plus 425 basis points interest rate due 2021, with interest payable on a quarterly basis. As of December 31, 2017, the

abovementioned notes were recorded in the “Other receivables from financial transactions — Unsubordinated Notes” line item in an amount of Ps.655.8 million.

On February 14, 2018, the Bank issued two new series of notes under the program, in accordance with the following:

(i) “Series D” notes in an aggregate principal amount of Ps.748.9 million at a quarterly rate of BADLAR Private Banks Rate plus a nominal annual 3.50% due August 14, 2019. However, during the first interest payment period, the series D notes will pay a minimum annual interest rate of 26.75%.

(ii) “Series E” notes in an aggregate principal amount of Ps.1.6 billion at a quarterly interest rate of BADLAR Private Banks Rate plus a nominal annual 4.05% due February 14, 2023. However, during the first, second, and third interest payment periods, the series E notes will pay a minimum annual interest rate of 26.25%.

up to USD 500.000.000

On March 6, 2018,22, 2017, the Bank’s shareholders’ meeting No.45 of CCF resolved among other things, to increaseapprove the creation of a Global Program for the Issuance of Negotiable Obligations for up to a maximum outstanding amount of US$500,000,000. The Program was authorized by the program from U.S.$800.0 million (or its equivalent in other currencies)CNV Board through Resolution No. 18,650 dated May 10, 2017.

MicroLending S.A.U.

On June 22, 2017, the shareholders’ meeting of MicroLending S.A.U. resolved to U.S.$2.3 billion (or its equivalent in other currencies) and to modify the program’s general terms and conditions to allow specifically forapprove the issuance within its framework of series of notes denominated in UVI or in UVA.

Bank - Foreign Trade Programs

On April 25, 2007, we entered into a trade facility with the IFCNegotiable Obligations for up to a maximum outstanding amount of U.S.$10 million, which entitles us to request IFC guarantees to secure certain of our trade-related obligations and trade-related obligations of third parties, such as stand-by letters of credit. In May 2014,Ps.35,000,000. The issuance was authorized by the amount under the facility was increased to U.S.$CNV Board through Resolution RESFC-2017-18946-APN dated September 20, million and in November 2015 it was increased again to U.S.$30 million. As of December 31, 2017, our obligations, including principal and interests, under this facility totaled U.S.$19.3 million.

In addition, on May 27, 2009, we entered into an Issuing Bank Agreement and a Confirming Bank Agreement with the Inter-American Development Bank, under the IDB’s Trade Finance Facilitation Program for a maximum amount of U.S.$10 million. Pursuant to these agreements, we may request IDB credit guarantees and confirm IDB credit guarantees received by third parties. In September 2012, the amount under the facility was increased to U.S.$15 million. Our aggregate current exposure under the facilities may not exceed U.S.$15 million, which will be used to cover the risks inherent in the confirmation of letters of credit, promissory notes, bid performance bonds and other similar instruments used in foreign trade operations. As of December 31, 2017, there were no operations with coverage of the IDB under the Issuing Bank Agreement.

Obligations under the Issuing Bank Agreement and the Confirming Bank Agreement include the preparation of reports at regular intervals and abiding by certain financial ratios related to solvency, credit risk, restricted assets, and exposure to foreign currency and interest rate risk.

CCF — Notes

2017.

As of December 31, 2019, 2018, 2017, CCF had the following series of notes outstanding under its Ps.500 million Global Program:

 

 

Date of 
issuance

 

Currency

 

Amount 
outstanding as 
of issuance date

 

Amount outstanding as 
of December 31, 2017
(in thousands of Pesos)

 

Rate

 

Maturity 
date

 

Series XI

 

October 25, 2016

 

Pesos

 

200,000,000

 

200,000

 

Floating + 3.57%
(BADLAR Private Banks)

 

April 25, 2018

 

Series XIII

 

December 23, 2016

 

Pesos

 

151,428,571

 

151,429

 

Floating + 4%
(BADLAR Private Banks Rate)

 

June 23, 2018

 

 

 

Date of 
issuance

 

Currency

 

Amount 
outstanding as 
of issuance date

 

Amount outstanding as 
of December 31, 2017
(in thousands of Pesos)

 

Rate

 

Maturity 
date

 

Series XIV

 

May 11, 2017

 

Pesos

 

558,000,000

 

555,396

 

Floating + 3.50%
(BADLAR - Private Banks)

 

May 11, 2019

 

Series XV

 

August 24, 2017

 

Pesos

 

413,500,000

 

411,410

 

Floating + 3.75%
(BADLAR - Private Banks)

 

February 23, 2019

 

Series XVI

 

November 22, 2017

 

Pesos

 

535,500,000

 

532,308

 

Floating + 4.25%
(TM20)

 

November 22, 2019

 

As of December 31, 2017, we held in our portfolio negotiable obligations: (i) Class XI issued by CCF foramounts outstandings and the amount of Ps.200 million, (ii) Class XIII issued by CCF for the amount of Ps.151.4 million, (iii) Class XIV issued by CCF for the amount of Ps.555.4 million, (iv) Class XV issued by CCF for the amount of Ps.411.4 million and (v) Class XVI issued by CCF for the amount of Ps.532.3 million.

As of December 31, 2017,terms corresponding to outstanding unsubordinated negotiable obligations were as follows (in millions of CCF totaled Ps.1.9  billion.Ps.):

Class Issue Date Maturity
Date
 Annual Interest Rate 12/31/2019 12/31/2018 12/31/2017
          
Grupo Supervielle Series XIII 01/31/2014 01/31/2019 Badlar + Spread 6,25%   43.1  58.1 
Banco Supervielle Series VI 10/12/2016 10/12/2016 Badlar + Spread 3,5%     1,012.2 
Banco Supervielle Series A 02/09/2017 08/09/2020 Badlar + Spread 4,5% 3,804.3  6,461.9  11,163.0 
Banco Supervielle Series B 12/22/17 12/22/2019 Floating TM20 + Spread 3,25%   923.2  1,431.6 
Banco Supervielle Series C 12/22/17 12/22/2021 Badlar + Spread 4,25% 667.2  1,026.4  1,501.5 
Banco Supervielle Series D 02/14/18 08/14/2019 Badlar + Spread 3,5%   1,182.8   
Banco Supervielle Series E 02/14/18 02/14/2023 Badlar + Spread 4,05% 1,599.4  2,595.4   
Cordial Compañía Financiera Series XI 10/25/2016 04/24/2018 Badlar + Spread 3,57%     476.5 
Cordial Compañía Financiera Series XIII 12/23/2016 06/23/2018 Badlar + Spread 4%     346.3 
Cordial Compañía Financiera Series XIV 05/11/2017 05/11/2019 Badlar + Spread 3,5%   611.6  1,308.6 
Cordial Compañía Financiera Series XV 08/24/2017 02/23/2019 Badlar + Spread 3,75%   562.1  961.8 
Cordial Compañía Financiera Series XVI 11/22/2017 11/21/2019 Floating TM20 + Spread 4,25%   832.3  1,248.3 
Micro Lending Series II 08/16/2016 08/16/2019 Badlar + Spread 5%   30.8   
Micro Lending Series III 10/04/2017 10/05/2020 Badlar + Spread 7% 15.6  47.9   
Total       6,086.5  14,317.4  19,507.9 

 

During 2019 the Bank and CCF — Syndicated Loans

have not made partial repurchases of their outstanding negotiable obligations. During 2018, the Bank and CCF made partial repurchases of their outstanding negotiable obligations. On June 22, 2015, CCF entered into a loan contract called “Syndicated Loan IV” withOctober 18, 2018 and January 24, 2019 the banks set forth inBanks reduced Ps.618.0 million and Ps.254.9 million respectively of the table below for Ps.110.0 million bearing interest at a floating ratetotal amount outstanding of the negotiable obligations Class A, BADLAR Private Banks + 5.5 basis points. The loan was paid in December 12, 2016, after 12 installments. Interest payments are made monthly. Banco de Servicios y Transacciones S.A. is administrative agent under this loan.

Bank

Share of Syndicated Loan
(Pesos)

Banco de Servicios y Transacciones S.A.

22,500,000

Banco de la Ciudad de Buenos Aires

30,000,000

BACS Banco de Crédito y Securitización S.A.

20,000,000

Banco Mariva S.A.

15,000,000

Banco Industrial S.A.

10,000,000

Banco Sáenz

7,500,000

Banco Meridian S.A.

5,000,000

On May 18, 2016, CCF entered into a loan contract called “Syndicated Loan V”4.50% with the banks set forth in the table below for Ps.335.0 million bearing interest at a floating rate of BADLAR — Private Banks + 5.5 basis points. On April 3, 2017, the loan was repaid in full. Banco Santander Río S.A. was administrative agent under this loan.maturity on 2020.

224 

Bank

Share of Syndicated Loan
(Pesos)

Banco Santander Río S.A

100,000,000

Banco de la Pampa S.E.M.

15,000,000

Banco de la Provincia de Córdoba S.A.

30,000,000

Banco Hipotecario S.A.

60,000,000

BACS Banco de Crédito y Securitización S.A.

30,000,000

Banco de San Juan S.A

20,000,000

Banco Macro S.A.

100,000,000

Consolidated Capital

Consolidated Capital

The table below shows information on our shareholders’ equity as of the dates indicated.

 

Year ended December 31,

 

 Grupo Supervielle S.A.

 

2017

 

2016

 

2015

 

 As of December 31,

 

(in thousands of Pesos, except percentages)

 

 2019 2018 2017

Shareholders’ equity

 

15,144,798

 

6,931,551

 

2,373,710

 

Average shareholders’ equity(1)

 

9,580,785

 

4,986,499

 

2,094,750

 

Shareholders’ equity as a percentage of total assets

 

16.1

%

13.0

%

7.2

%

 (in thousands of Pesos, except percentages)
Shareholders’ equity attributable to owner of the parent company 23,415,797  26,080,725  30,873,343 
Average shareholders’ equity(1) 23,352,105  28,693,558  24,943,213 
Shareholders’ equity attributable to owner of the parent company as a percentage of total assets 15.7%  12.0%  14.8% 

Average shareholders’ equity as a percentage of average total assets

 

13.8

%

12.0

%

7.8

%

 11.7%  12.0%  12.8% 

Total liabilities as a multiple of total shareholders’ equity

 

5.2

x

6.7

x

12.9

x

 5.3x 7.4x 5.7x

Tangible shareholders’ equity(2) as a percentage of Total Tangible Assets

 

15.8

%

12.6

%

6.5

%

Tangible shareholders’ equity(2) as a percentage of Total Tangible Assets 13.2%  10.3%  14.7% 

 


(1)         Calculated on a daily basis.

(2)         Tangible shareholders’ equity represents shareholders’ equity minus intangible assets.

(1)Calculated on a daily basis.
(2)Tangible shareholders’ equity represents shareholders’ equity minus intangible assets.

The table below shows information on the Bank and CCF’s consolidated computable regulatory capital, and minimum capital requirements as of the dates indicated.

 Grupo Supervielle S.A.
 

As of December 31,(1)

 

As of December 31,

 

 2019 2018 2017

Total Capital

 

2017

 

2016

 

2015

 

         

Tier 1 Capital

 

 

 

 

 

 

 

         

Paid in share capital common stock

 

744,386

 

638,283

 

456,140

 

 829,564  771,965  744,386 

Share premiums

 

4,647,818

 

2,058,921

 

8,064

 

 6,898,635  5,481,234  4,647,818 

Disclosed reserves and retained earnings

 

3,173,755

 

2,248,406

 

1,630,958

 

 5,351,399  4,602,483  3,173,755 

Non-controlling interests

 

78,582

 

32,743

 

14,199

 

 125,955  63,044  78,582 
IFRS Adjustments 1,001,756  (472,796)  

100% of results

 

1,088,388

 

531,223

 

358,898

 

 2,247,147  1,133,354  1,088,388 

50% of positive results

 

170,170

 

197,063

 

129,275

 

 536,635  268,581  170,170 

Sub-Total: Gross Tier I Capital

 

9,903,099

 

5,706,639

 

2,597,534

 

 16,991,091  11,847,865  9,903,099 
Tier 2 Capital         
General provisions/general loan-loss reserves 50% 871,395  784,727  588,073 
Subordinated term debt 162,339  379,212  325,183 
Sub-Total: Tier 2 Capital 1,033,734  1,163,939  913,256 

Deduct:

 

 

 

 

 

 

 

         

All Intangibles

 

312,589

 

281,112

 

249,375

 

 754,238  406,460  312,589 

Pending items

 

40,798

 

30,693

 

23,488

 

 25,611  96,480  40,798 

Other deductions

 

32,805

 

26,866

 

18,790

 

 2,219,867  364,858  32,805 

Total Deductions

 

386,192

 

338,671

 

291,653

 

 2,999,716  867,798  386,192 

Sub-Total: Tier I Capital

 

9,516,907

 

5,367,968

 

2,305,881

 

Tier 2 Capital

 

 

 

 

 

 

 

General provisions/general loan-loss reserves 50%

 

588,073

 

389,142

 

221,563

 

Subordinated term debt

 

325,183

 

389,743

 

441,116

 

Sub-Total: Tier 2 Capital

 

913,256

 

778,885

 

662,679

 

Total Capital

 

10,430,163

 

6,146,853

 

2,968,560

 

 15,025,109  12,144,006  10,430,163 

Credit Risk weighted assets(1)

 

60,939,300

 

39,678,311

 

25,248,691

 

Risk weighted assets(2)

 

75,301,392

 

49,168,958

 

34,314,613

 

Credit Risk weighted assets(2) 96,585,712  79,580,781  60,939,300 
Risk weighted assets(3) 129,638,218  101,933,777  75,301,392 
Tier 1 Capital / Credit risk weighted assets 14.5%  13.8%  15.6% 

Tier 1 Capital / Risk weighted assets

 

12.6

%

10.9

%

6.7

%

 10.8%  10.8%  12.6% 
Regulatory Capital / Credit risk weighted assets 15.6%  15.3%  17.1% 

Regulatory Capital / Risk weighted assets

 

13.9

%

12.5

%

8.7

%

 11.6%  11.9%  13.9% 

 


(1)         Credit risk weighted assets is calculated by applying the respective credit risk-weights to our assets, following Central Bank regulations. It does not include market risk or operational risk.       Nominal value without inflation adjustment.

(2)Credit Risk weighted assets is calculated by applying the respective credit risk-weights to our assets, following Central Bank regulations. It does not include market risk or operation al risk.
(3)Risk weighted assets is calculated by multiplying the operational risk and market risk by 12.5 and adding the credit risk weighted assets.

(2)         Risk weighted assets is calculated by multiplying the operational risk and market risk by 12,5 and adding the credit risk weighted assets.225 

Capital Expenditures

Capital Expenditures

In the course of our business, our capital expenditures are mainly related to infrastructure and organizational and IT system development. In general terms, our capital expenditures are not significant when compared to our total assets.

We expect that capital expenditures in 20182020 will be related to infrastructure, IT systems development and properties. We anticipate to fund such capital expenditures with cash flow from operating activities.

Item 5.CResearch and Development, patents and licenses, etc.

Item 5.CResearch and Development, patents and licenses, etc.

Other than our technology program, we do not have any significant policies or projects relating to research and development, and we own no patents or licenses. See “Item 4.B Business Overview—Information Technology and Operations” in our 2016 Form 20-F.this annual report.

Item 5.DTrend Information

Item 5.DTrend Information

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 increase our value to our shareholders will depend upon, among other factors, economic growth in Argentina and the corresponding growth of the market for long-term private sector lending and access to financial products and services by a larger segment of the population.

The analysis should be read in conjunction with the discussion in “Item 3.D Risk Factors” and taking into consideration that the Argentine economy has been historically volatile, which has negatively affected the volume and growth of several sectors, including the financial system.

Related to Argentina

Before the COVID-19 pandemic, the IMF had estimated, according to its world economic outlook update dated January 20, 2020, a growth in global economy of 3.3% in 2020. However, according to recent IMF estimates released on April 14, 2020, as a result of the COVID-19 pandemic and government measures to contain the spread of the virus, the global economy is expected to contract sharply by 3% in 2020. In a baseline scenario, which assumes that the pandemic fades during the second half of 2020 and containment efforts can be gradually unwound, the global economy is projected to grow by 5.8% in 2021 as economic activity normalizes, helped by policy support by governments and central banks. Furthermore, the IMF changed its outlook on Latin America’s growth, from a 1.6% growth under the estimates published in January to an expected contraction of the region’s economy by 5.2% in 2020, with a forecast for Brazil’s economy to contract by 5.3% (Brazil being the main trading partner of Argentina). As regards Argentina, according to the recent IMF estimates, the country’s economy is expected to contract by 5.7% in 2020.

The economic consulting firms that participate in the REM (Spanish acronym forRelevamiento de Expectativas de Mercado, or Market Expectations Report) published by the Central Bank in March 2020 expect an economic contraction of 4.3% for Argentina in 2020, as a result mainly of the ongoing COVID-19 pandemic and financial environment going forwardgovernment measures to contain the spread of the virus, with quarter-on-quarter declines of 1.6% and 4.9% expected for the first quarter and second quarter, respectively, and a recovery of 0.7% expected for the third quarter.

According to the REM published by the Central Bank in ArgentinaMarch 2020, Argentina’s inflation rate is expected to be significantly influenced byfall 40% (year-on-year variation December-December) in 2020, which could lead to disinflation after two years of rising inflation rates. At the presidential elections held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. The Macri administrationsame time, the nominal Peso/ U.S. Dollar exchange rate is expected to adjust longstanding fiscal and monetary policies that have resulted in recurrent public sector deficits, inflation and pervasive foreign exchange controls and limited foreign investment. Sustainable economic growth and improved employment inreach Ps.81.30 to US$1.00 by the short and medium term will depend uponend of 2020, which would represent a year-on-year depreciation of 38.8%.


We cannot predict, particularly due to the manner in which the above-mentioned issues are addressed and may develop adversely if the issues are not addressed adequately.

A negative growth performanceuncertainties of the Brazilian economy (Brazil is Argentina’s main trade partner) may have a negative impact onongoing COVID-19 pandemic, including how long current conditions will persist, whether future global and Argentine exportseconomic performance will differ materially from the IMF and the overall level of economic and industrial activity (particularly with respect to the automotive industry). The international financial environment may also result in a devaluation of regional currencies and exchange rates, including the Peso, which would likely also cause volatility in Argentina.

Going forward, our ability to maintain positive nominal growth rates will remain a challenge for as long as the current level of foreign exchange controls and restrictions affecting capital flows remain in place.

REM forecasts.

Related to the Argentine Financial System

We expect thatBefore the COVID-19 pandemic, a recovery of the financial system will continue growing, strongly supported by an increase of savings into bank depositsafter the significant declines experienced during 2018 and 2019 was expected, with the economy starting to be used for loans to the private sector, with positive realstabilize and inflation and interest rates intendedbeginning to encouragedecrease in a context of lower exchange rate volatility and greater monetization in the economy. Moreover, the current high liquidity levels, together with a good performance of deposits in the months preceding an eventual recovery in loan demand, would have accelerated a process of channeling savings over consumption. These greater savings will to sustain an economic recovery.

However, as a result of the ongoing COVID-19 pandemic and the government measures taken to contain the virus, together with the consequent disruption in economic activity, the previously expected credit dynamic recovery is not likely to take place. Instead, we now expect a deterioration in asset quality in the financial system. Moreover, certain of the recent government measures aimed at ameliorating economic conditions may further affect the revenues of the financial system. On the other hand, liquidity is expected to continue tobe used mainly for loans to finance production and this will materially increase investment rates at country level which will allowhigh as a sustained long-term growth.

On December 17, 2015,result of the Central Bank repealed regulationsmeasures taken in connection with the pandemic. See “Item 3.D—Risk Factors—Risks related to interest rate ceilings for personal loans, pledge loansthe Argentine financial system—Our asset quality and credit card loans and minimum interest rates on time deposits. Asthat of the date of this annual report, interest rates for personal loans, pledge loans and credit card loans and time deposits may be freely agreed upon

amongother financial institutions may deteriorate if the Argentine private sector does not fully recover” and their customers. For more information, see “Item 4.B “Item 4.B.—Business overview—Overview—Argentine Banking Regulation—Liquidity and Solvency Requirements—Interest rate and fee regulations.Regulations—Government Measures in Response to the Ongoing COVID-19 Pandemic.

 

Financial institutions are expected to continue working to improve efficiency and keep administrative expenses under control.

Related to Us

We expect the level of activity of all of our subsidiaries to reflect any improvement in the economic context.

We intend to maintain prudent financial risk management policies and to continue improving our operating efficiency.

We are pursuing focused initiatives to transform our company into a modern, leading edge, cost efficient player and position our business to serve consumer's evolving needs and aspirations. Even though we ran into some external headwinds last year, we remained focused on executing our strategy to strengthen our brand and improve operating performance. The following items are the key components of our strategy:

We will pursue increased optimization1.       Digital transformation

2.       Enhance value proposition for our target segments

3.       Increase customer acquisition and diversification of the Bank’s deposit base, in particular by giving priority tocross selling

4.       Streamline operations

5.       Develop new demand savings and deposit accounts. The Bank will also seek to increase loan volumes in the retail banking market by offering innovative products and services tailoredbusinesses to the needs of different socioeconomic and income segments, in particular high net worth and upper-middle-income individuals, senior citizens, entrepreneurs and small businesses. Our corporate banking will remain focused on SMEs and large-sized companies, prioritizing secured lending and maintaining a diversified corporate loan portfolio by continuing to limit exposure to each company.

Our consumer financing segment will seek to increase loans and credit cards volumes through its main channels, Walmart Argentina and Hipertehuelche. Supervielle Seguros will seek to continue growing and introducing new products. Espacio Cordial is expected to continue offering its products and services to more of the Bank’s customers and increasing the number of products and services it offers. SAM will seek to continue growing in terms of assets under management and in terms of its funds family.

We will also continue seeking opportunities to further increaseexpand our business through acquisitions of banking and insurance assets.franchise.

Guidelines Towards Conversion to IFRS

On February 12, 2014, the Central Bank, through Communication “A” 5541, established the general guidelines towards conversion to IFRS as issued by the International Accounting Standards Board (IASB) for preparing financial statements of the entities under its supervision.

According to such convergence process, IFRS have been adopted for the fiscal year beginning on January 1, 2018. IFRS transition date pursuant to IFRS 1 “First-time Adoption of IFRS” was scheduled for January 1, 2017.

In accordance with our consolidated financial statements as of December 31, 2017, the estimated effect that the conversion to IFRS will have on our reported equity is a decrease of approximately 4.8%. See Note 33 to our consolidated financial statements.

The figures shown in that note may be subject to change and may only be considered definitive when audited financial statements for fiscal year 2018 are released.

Item 5.EOff-balance sheet arrangements

Item 5.EOff-balance sheet arrangements

Our off-balance sheet risk mainly arises from the Bank’s activities.

In the normal course of its business, the Bank is a party to financial instruments with off-balance sheet risk which are entered into in order to meet the financing needs of its customers. These instruments expose us to credit risk in addition to the amounts recognized on our consolidated balance sheets. These financial instruments include stand-by letters of credit and guarantees granted.

We also have off-balance sheet commercial commitments arising from our lease agreements for our administrative buildings and offices (including our headquarters), branches, senior citizens dedicated branches, sales and collection centers and storage properties. See “Stand-by Letters of Credit and Guarantees Granted” and “Commitments under Lease Agreements sections” in Item 5.F.5.F to this annual report.

Item 5.FContractual Obligations227 

 

Item 5.FContractual Obligations

The table below identifies the principal amounts of our main on-balance sheet contractual obligations, their currency of denomination, remaining maturity and interest rate and the breakdown of payments due, as of December 31, 20172019

 

 

Amounts due by period(1)

 

 

 

Maturity

 

Annual
Interest Rate

 

Less than
1 year

 

1 - 3
years

 

3 - 5
years

 

After
5 years

 

Total at
December 31, 
2017

 

 

 

(in thousands of Pesos)

 

Deposits

 

2018-2019

 

 

 

60,796,603

 

373

 

 

 

60,796,976

 

Central Bank

 

2018

 

 

 

6,514

 

 

 

 

6,514

 

International banks and institutions

 

 

 

 

 

2,803,801

 

5,409

 

 

 

2,809,210

 

Short Term Financial Loans (U.S.$)

 

2016

 

 

 

2,803,801

 

5,409

 

 

 

2,809,210

 

Medium Term Financial Loans (U.S.$)

 

2017

 

 

 

 

 

 

 

 

Financing received from Argentine financial institutions

 

 

 

 

 

353,416

 

350,049

 

207,718

 

 

911,183

 

Short Term Financial Loans (Pesos)

 

2018

 

27.0%

 

131,719

 

 

 

 

131,719

 

Long Term Financial Loans (Pesos)

 

2014-2022

 

19.0%-27.0%

 

221,697

 

350,049

 

207,718

 

 

779,464

 

Unsubordinated corporate bonds

 

 

 

 

 

3,010,018

 

9,913,653

 

621,265

 

 

13,544,936

 

Negotiable Obligation (Pesos) Class XIII

 

2019

 

BADLAR + 6,25%

 

 

26,214

 

 

 

26,214

 

Negotiable Obligation (Pesos) Class VI

 

2018

 

BADLAR + 3.5%

 

534,885

 

 

 

 

534,885

 

Negotiable Obligation (Pesos) Class A

 

2020

 

BADLAR + 4.50%

 

1,323,167

 

6,754,733

 

 

 

8,077,900

 

Negotiable Obligation (Pesos) Class B

 

2019

 

BADLAR + 3.25%

 

166,685

 

795,685

 

 

 

962,370

 

Negotiable Obligation (Pesos) Class C

 

2021

 

BADLAR + 4.25%

 

181,431

 

583,276

 

621,265

 

 

1,385,972

 

Negotiable Obligation (Pesos) Class XI

 

2018

 

BADLAR + 3.57%

 

226,747

 

 

 

 

226,747

 

Negotiable Obligation (Pesos) Class XIII

 

2018

 

BADLAR + 4.00%

 

172,005

 

 

 

 

172,005

 

Negotiable Obligation (Pesos) Class XIV

 

2019

 

BADLAR + 3.50%

 

149,265

 

632,019

 

 

 

781,284

 

Negotiable Obligation (Pesos) Class XV

 

2019

 

BADLAR + 3.75%

 

111,645

 

441,641

 

 

 

553,286

 

Negotiable Obligation (Pesos) Class XVI

 

2019

 

BADLAR + 4.25%

 

144,189

 

680,085

 

 

 

824,274

 

Subordinated loan

 

 

 

 

 

47,889

 

518,330

 

270,253

 

 

836,473

 

 

 

2017

 

Fixed 7%

 

47,889

 

518,330

 

270,253

 

 

836,473

 

Others

 

 

 

 

 

2,911,748

 

 

 

 

2,911,748

 

Total

 

 

 

 

 

69,929,990

 

10,787,814

 

1,099,236

 

 

81,817,040

 


(1)         Reflects penalties payable to the Central Bank in connection with the Bank’s clients’ bounced checks.

  Maturity Less than
1 year
 1 - 3
years
 3 - 5
years
 After
5 years
 Total at
December 31,
2019
  (in thousands of Pesos)
Deposits    92,268,574  2,245        92,270,819
Liabilities at fair value through profit and loss    189,554           189,554
International banks and institutions    319,817        319,817
Short-Term Financial Loans (U.S.$)    319,817           319,817
Mid-Term Financial Loans (U.S.$)               
Financing received from Argentine
financial institutions
    8,573,139  927,621  339,929    9,840,689
Short-Term Financial Loans (Pesos)    8,573,139           8,573,139
Mid-Term Financial Loans (Pesos)       927,621        927,621
Long-Term Financial Loans (Pesos)          339,929     339,929
Unsubordinated corporate bonds    5,946,348  3,186,553  707,853    9,840,754
Negotiable Obligation (Pesos) Class A 2020  4,753,290         4,753,290
Negotiable Obligation (Pesos) Class B 2021  508,935  728,062       1,236,997
Negotiable Obligation (Pesos) Class C 2023  684,123  2,436,285  707,853     3,828,261
Negotiable Obligation Class III 2020     22,206        22,206
Subordinated corporate bonds    1,500,837  862,185      2,363,022
Subordinated negotiable obligations – Class III and IV 2020-2021  1,500,837  862,185        2,363,022
Others    8,718,019  901,871        9,619,890
Total    117,516,288  5,880,475  1,047,782    124,444,545

 

Stand-by Letters of Credit and Guarantees Granted

Stand-by letters of credit and guarantees granted are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Guarantees granted are surety guarantees in connection with transactions between two parties.

We use the same credit policies in issuing stand-by letters of credit and making guarantees as we do for granting loans. In the opinion of our management, our outstanding commitments do not represent unusual credit risk.

The contractual amount of these instruments represents the maximum possible credit risk should the counterparty draw down the commitment or we fulfill our obligation under the guarantee, and the counterparty subsequently fails to perform according to the terms of the contract. Most of these commitments and guarantees expire without the counterparty drawing on the credit line or a default occurring or without being drawn. As a result, the total contractual amount of these instruments does not represent our future credit exposure or funding requirements. Further, certain commitments, primarily related to consumer financing are cancelable, upon notice, at our option.

The following table sets forth the maximum potential amount of future payments under stand-by letters of credit and financial guarantees.

 

 

Amounts Due by Period

 

 

 

Less than
1 Year

 

1-3
Years

 

3-5
Years

 

After 5
Years

 

Total at 
December 31, 
2017

 

 

 

(in thousands of Pesos)

 

 

 

 

 

 

 

 

 

 

 

 

 

Guarantees

 

326,314

 

749,338

 

676

 

330,944

 

1,407,272

 

Stand-by letters of credit and acceptances

 

172,988

 

 

 

 

172,988

 

Total Off Balance Sheet

 

499,302

 

749,338

 

676

 

330,944

 

1,580,260

 

Commitments under Lease Agreements

Our commitments under our lease agreements are mainly rental payments. We can terminate lease agreements at any time at low or no cost at our option.

The following table sets forth the maximum potential amount of future payments under our lease agreements.

  Amounts Due by Period
  Less than
1 Year
 1-3
Years
 3-5
Years
 After 5
Years
 Total as of
December 31,
2019
  (in thousands of Pesos)
Lease commitments 502,481  498,849  133,801  168,845  1,303,976 
Total commercial commitments 502,481  498,849  133,801  168,845  1,303,976 

 

 

 

Amounts Due by Period

 

 

 

Less than
1 Year

 

1-3
Years

 

3-5
Years

 

After 5
Years

 

Total As 
December 31, 
2017

 

 

 

(in thousands of Pesos)

 

Lease commitments

 

225,024

 

354,493

 

98,370

 

45,620

 

723,507

 

Total commercial commitments

 

225,024

 

354,493

 

98,370

 

45,620

 

723,507

 

Item 5.GSafe Harbor

Item 5.GSafe Harbor

See the discussion at the beginning of this annual report under the heading “Forward-Looking Statements” for forward-looking statement safe harbor provisions.

Item 6.Directors, Senior Management and Employees

Item 6Directors, Senior Management and Employees

Board of Directors

According to our bylaws, our Board of Directors may be composed of a minimum of three and a maximum of nine directors, and the shareholders may also appoint an equal or lesser number of alternate directors. As of the date of this annual report, our Board of Directors is composed of eight directors. There are no alternate directors. All of our directors reside in Argentina.

228 

 

Directors and their alternates, if any, are appointed for a term of two years by our shareholders during the annual ordinary shareholders’ meeting. Directors may be reelected. Alternate directors replace directors in the order in which they were elected. Our Board of Directors is currently composed of eight members, half of whom are elected annually in staggered elections. PursuantDespite their two-year appointment, pursuant to section 257 of the Argentine Corporate Law, theAGCL, directors will maintain their positions until new directors are appointed at the following annual ordinary shareholders’ meeting where directors are appointed. See “Description of Bylaws and Capital Stock—Election of Directors.meeting.

The latest election relating to our Board of Directors took place at the ordinary and extraordinary shareholders’ meeting held on April 24, 2018,28, 2020, in accordance with Article Nine9 of our bylaws as amended at the extraordinary shareholders’ meeting held on October 7, 2015, and as described in “Description of Bylaws and Capital Stock—Election of Directors.” The amendment to Article Nine of our bylaws was approved by means of Resolution No.18,024 of the CNV, and registered with the IGJ on July 5, 2016.

bylaws.

During the first meeting after directors have been appointed, they must appoint a chairman and vice-chairman of the board, or, if considered appropriate, a first vice-chairman and a second vice-chairman. The vice-chairman, or, if applicable, the first vice-chairman, would automatically replace the chairman in the event that the chairman is absent, resigns, deceasesdies or faces any other impediment to serve as chairman, and the second vice-chairman, if applicable, would replace the first vice-chairman. In the absence of any of these directors or chairmen, the Board of Directors may appoint who will serve as chairman or chairmen. The chairman of the board may cast two votes in the case of a tie.  These provisions were incorporated by amendment to Article Nine of our bylaws and approved at our ordinary and extraordinary shareholders’ meeting held on April 19, 2016.

The Board of Directors functions and acts upon the majority vote of its members present at its meetings either physically or via any form of audio and visual simultaneous communication.

The following table sets forth the composition of our Board of Directors as of the date of this annual report:

April 28, 2020:

Name

Title

Title

Date of first
appointment to the
the Board(1)
Board(1)

Date of expiration of
current term(2)

Date of 
expiration of 
current term(3)

Occupation

Date of Birth

Julio Patricio Supervielle

Chairman of the Board

June 9, 2008(2)

2008

December 31, 2018

2020

Business Management

December 13, 1956

Jorge Oscar Ramírez

First Vice-Chairman of the Board

April 15, 2011

December 31, 2018

2020

Certified Public Accountant

June 26, 1961

Emérico Alejandro Stengel

Second Vice-Chairman of the Board


Director

July 13, 2010

December 31, 2019

2021

Industrial Engineer

December 17, 1962

Atilio Dell’Oro Maini

Director and Corporate SecretarySeptember 28, 2011December 31, 2020February 13, 1956
Eduardo Pablo BraunDirectorApril 26, 2019December 31, 2020June 25, 1963
Victoria PremrouDirectorApril 26, 2019December 31, 2020May 16, 1969
Laurence Nicole Mengin de Loyer

Director

March 23, 2010

April 28, 2020

December 31, 2019

2020

Business Management

MayMa 5, 1968

Atilio Dell’Oro Maini

Hugo Enrique Santiago Basso

Director

September 28, 2011

April 26, 2019

December 31, 2018

2020

Lawyer

February 13, 1956

Richard Guy Gluzman

Director

April 15, 2011

December 31, 2018

Business Management

July 11, 1953

María Gabriela Macagni

Director

October 7, 2015

December 31, 2019

Chemical Engineer

January 13, 1964

Jorge Luis Mocetti

Director

April 27, 2017

December 31, 2019

Lawyer

September 28, 1960

3, 1979

 


(1)         With the exception of Julio Patricio Supervielle, the respective date of appointment to the Board of each director is also the date on which each director first joined Grupo Supervielle.

(2)         Julio Patricio Supervielle held positions within the Board since March 21, 2000, but as of 2008 has served on our board continuously.

(3)         Notwithstanding the expiration date stated above, pursuant to section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders’ meeting where directors are appointed.

(1)With the exception of Julio Patricio Supervielle and Laurence Nicole Mengin de Loyer, the respective date of appointment to the Board of each director is also the date on which each director first joined Grupo Supervielle. Julio Patricio Supervielle has held positions in the Board since March 21, 2000, however he has continuosly served in our board since 2008. Laurence Nicole Mengin de Loyer first joined the Board on March 23, 2010 ,where she served as director until April 26, 2019.
(2)Notwithstanding the expiration date stated above, pursuant to section 257 of the AGCL, the directors maintain their positions until the following annual ordinary shareholders’ meeting where directors are appointed.

There are no family relationships between the abovementioned current members of our Board of Directors.

Directors, except for Julio Patricio Supervielle and Hugo Enrique Santiago Basso (uncle and nephew).

The following are academic and professional backgrounds of the members of the board. The business address of each of the members of the Board is Bartolomé Mitre 434, 5th floor, Buenos Aires, Argentina.

 


Julio Patricio Supervielle receivedholds a degree in Business Administration, graduated from Universidad Católica Argentina and holds a master’sMaster’s degree from The Wharton School of the University of Pennsylvania. He attended the Global CEO Program organized by Wharton, IESE and CEIBS. He joined the family businessExprinter-Banex Financial Group in the year 1986 where he held severalvarious positions atin Banco Banex S.A., including:including General Manager, Director and Chairman.Chairman of the Board. He has led Grupo Supervielle for more than 16 years. During his term of office, Grupo Supervielle registered a significant growth in terms of net worth, assets, deposits and in its network, successfully completed some of its most significant acquisitions and launched its initial public offering (2016) that have been listed since with the New York Stock Exchange and the Buenos Aires Stock Exchange. He currently serves as Chief Executive Officer of Grupo Supervielle; Chairman of the Boards of Directors of Grupo Supervielle S.A., Banco Supervielle CCFS.A., Cordial Compañía Financiera S.A., Sofital S.A.F. e I.I., Espacio Cordial de Servicios S.A., Tarjeta Automática S.A., InvertirOnline S.A.U., InvertirOnline.com Argentina S.A.U., Bolsillo Digital S.A.U. and Tarjeta.Futuros del Sur S.A. He has been awarded by Endeavor Argentina as Outstanding Entrepreneur of 2017 in recognition of those who undertake investing for the development of the country.

Jorge Oscar Ramírez is a certified public accountant, with a degree from the Universidad de Buenos Aires. He also holds an Executive Management Program degree (PADE) from ESE, the Business School of the Universidad de Los Andes, in Santiago, Chile. From 1981 to 1985, he worked in the International Capital Markets division of Banco Nacional de Desarrollo in Argentina (National Development Bank). He subsequently joined the First National Bank of Boston (later BankBoston) where he served as a lending officer and team leader in the Corporate Banking Division (1985 1989), then as an Investment Banking Officer, Senior Investment Banker and Managing Director of Boston Investment Group (BIGSA), the investment banking arm of First National Bank of Boston (1989 1995). From 1995 to 1997 he served as the Country Manager for First National Bank of Boston in Uruguay, and at the end of 1997, he served in the same capacity in Chile. In late 2000, he assumed regional responsibilities as Regional President for the Andean Region which included Chile, Peru, Colombia and Panama. In 2003, he returned to Argentina as CEO of BankBoston. In 2004, he assumed Regional responsibilities as Regional President for Argentina and Uruguay. Mr. Ramirez left BankBoston in December 2005 after the announcement of its sale to Standard Bank of South Africa. From May 2006 to January 2011, he was a partner of Prisma Investment S.A., a financial advisory firm in Argentina. He served on the Board of Directors of Alpargatas SAIC, the Argentine subsidiary of Alpargatas Brazil; of ALICO, the life insurance subsidiary in Argentina of AIG, later sold to Metlife, and of Sigdopack Argentina, a subsidiary of the Chilean Sigdo Koppers Group. He is also a founding partner of Fondos Online (fol.cl), an online brokerage house in Chile founded in 2009. He is currently First Vice-ChairmanVice Chairman and CEO of the Boards of DirectorsGrupo Supervielle S.A., CEO of Banco Supervielle and Grupo Supervielle,S.A., Chairman of the Board of Directors of Supervielle Seguros Vice-ChairmanS.A., Chairman of the BoardSupervielle Productores Asesores de Seguros S.A., First Vice Chairman of DirectorsCordial Compañía Financiera S.A., Vice Chairman of Espacio CordialMicro Lending S.A.U., Vice Chairman of InvertirOnline S.A.U, Vice Chairman of Bolsillo Digital S.A.U. and a memberVice Chairman of the Board of Directors of CCF.

Futuros del Sur S.A...

EméEmérico Alejandro Stengelobtained his degree in industrial engineering is an Industrial Engineer from Universidad de Buenos Aires and holds an MBA from The Wharton School of the University of Pennsylvania. He served as corporate banking officerworked in Corporate Banking at Citibank and Banco Santander. Subsequently,Later, he became Partnera partner of Booz Allen Hamilton, a global management consultancy,consulting firm where he, until October 2007, worked with multinacionalmultinational and large corporations locally, in Latin America, the United States and Europe on strategy, corporate governance, organizationStrategy, Governance, Organization and operations.Operations. He has led severalvarious strategic integration and operations enhancement projects infor the financial services industry. LaterBetween 2006 and 2007 he was appointed CEOserved as an independent director of Los Grobo Agropecuaria, a leading agribusiness company that won the National Quality Award under his office. Inin 2010, heand from October 2007 until May 2011 served as CEO of such company. He joined the Board of Directors of Grupo Supervielle in July 2010. At present, he is the COO of Banco Supervielle S.A. and currently serves as Second Vice-Chairman of Grupo Supervielle S.A., Vice-Chairman of Supervielle Productores Asesores de Seguros S.A. and as member of the Bank;Boards of Directors of Cordial Compañía Financiera S.A., Supervielle Seguros S.A., InvertirOnline S.A.U. and Bolsillo Digital S.A.U.

Atilio Dell-Oro Maini is a lawyer, a Bachelor in Political Science and a Bachelor in Agricultural Production. In 1984, he joined the firm Cárdenas, Cassagne & Asociados, where he was appointed partner in 1990. He worked in New York City as a foreign associate at White & Case in 1987 and at Simpson Thacher & Bartlett from 1988 to 1989. In 1997, he worked at Linklaters & Paines, a global firm based in London. He also completed the Instruction Program for Lawyers by the School of Law at Harvard University. In 2003 he joined the firm Cabanellas • Etchebarne • Kelly as a senior partner for the Banking and Capital Markets departments. He has extensive experience advising banks and other financial entities, companies and governments in all types of banking and financial operations, both local and international. He was also a professor of the Master’s in Business Law at Universidad de San Andrés. He is a member of the Bar Association of the Autonomous City of Buenos Aires. To date, he is Director of Grupo Supervielle S.A., First Vice Chairman of Banco Supervielle S.A., Chairman of Micro Lending S.A.U., Second Vice Chairman of Cordial Compañía Financiera S.A., Vice Chairman of Sofital S.A.F. e I.I. and, Vice Chairman of Espacio Cordial First Vice-Chairmande Servicios S.A., Vice Chairman of CCFTarjeta Automática S.A., Director of InvertirOnline S.A.U., Vice Chairman of InvertirOnline.com Argentina S.A.U., Director of Bolsillo Digital S.A.U. and Vice-ChairmanDirector of Supervielle SegurosFuturos del Sur S.A.U.

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Eduardo Pablo Braun is an Industrial Engineer graduated from Universidad de Buenos Aires, where he won the Bunge & Born scholarship for his academic excellence and Tarjeta.

holds an MBA with an emphasis in Finance and Marketing from The Wharton School, University of Pennsylvania, 1990. He is an international lecturer in Leadership and Innovation, a business consultant and the author of ‘People First: Chief Emotions Officers’. He taught in programs at UC Berkeley, as a special guest at prestigious institutions such as IMD, Babson College, Yale School of Management and lectures in various academic and business forums in Singapore, Dubai, Germany, the United States and other countries. He was a professor at Universidad Católica Argentina and is an expert in leadership at Universidad de San Andrés. Since January 2016 he has been director of Aeropuertos Argentina 2000 appointed by the Argentine Government. He was director of the HSM Group between 1999 and 2011, in charge of the Global Relations Direction with the Speakers. He is a member of the Board of multinational companies such as: Cuvelier Los Andes (French wines) and Aislantes Celulósicos (building materials). Since mid-2018 he is responsible for creating and conducting the Advisory Council for the Design of the Innovation Park of the City of Buenos Aires. Previously he was a founding partner of MIG, a management consultancy firm specialized in strategies and business development. His experience as a management consultant began with Booz Allen & Hamilton at the Paris offices in 1990, where he worked on various projects for Europe, Brazil and Argentina, where he combined his experience as a consultant with that of executive positions. He participates or has participated in several NGOs such as the Clinton Global Initiative, of which he was a member for 5 years, EMA (Multiple Sclerosis Argentina), is a member of the Council of ICANA (Argentine Cultural Institute of North America) and President of the G25 Foundation.

Victoria Premrou holds degrees in Accountancy and Business Administration, graduated from Universidad Católica Argentina and holds a Master’s Degree in Corporate Finance from Universidad del CEMA. Between 1995 and 1997 she worked at Fitch-Ibca in the analysis and risk rating of companies and debt instruments in different sectors, being a member of the Risk Rating Committee of Fitch. Between 1997 and 1999 she worked at Hermes Management Consulting, performing valuation tasks and consultancy in strategy and organization for the Exxel Group (retail, mass consumption, among others). In 1999 she joined Infupa S.A. to provide advice on mergers and acquisitions for clients in the mass consumption, wine, refrigeration, textile and financial services industries, among others. Since 2018, she has been an advisor on analysis and evaluation of investment projects for Grupo La Nación.

Laurence Nicole Mengin de LoyerLoyer.She has graduated from McGill University in Canada with an undergraduate degree in Business Administration and a master’s degree in Business Administration. She started her career in New York City at the Mergers and Aquisitions Division for Banque Nationale de Paris. Afterwards, in Paris, she joined the Apparel Division of Sara Lee Corporation, where she held a number of financial positions in different business units including Financial Analyst, Financial Controller, Chief Financial Officer and European Controller. When Sara Lee Corporation sold its European Apparel Division in 2006, she served as Group Controller of the newly created stand-alone business with responsibilities in the reorganization, financial control, definition and implementation of exit strategies for the private equity fund. In 2008, as a result of her move to Argentina, she volunteered as Vice-President and Treasurer of a not-for-profit organization dedicated to integrating newly-arrived foreigners to Argentina. In 2009, she joined Banco Supervielle S.A. as Deputy Manager of the Administration Department until her nomination to the Board of Grupo Supervielle in March 2010. She currently servesserved as aindependent Director of Grupo Supervielle.

Supervielle S.A. between 2016 and 2019. To date, she also serves as independent Director of Biosidus (Montevideo, Uruguay) and Peugeot Citröen Insurance Company (Buenos Aires, Argentina).

Atilio Dell-Oro MainiHugo Enrique Santiago Basso is a lawyer, with degrees in Political Science and Agricultural Production. In 1984, he joined the law firm Cárdenas, Cassagne & Asociados and was made Partner in 1990. He worked in New York City as a Foreign Associate at the law firm White & Case in 1987 and Simpson, Thatcher & Bartlett from 1988-1989. In 1997, he worked at the London-based global law firm Linklaters & Paines. He also completed the Program of Instruction for Lawyers at Harvard Law School. In 2003, he joined the law firm Cabanellas • Etchebarne • Kelly as a Senior Partner of the Banking and Capital Markets divisions. He has extensive experience advising banks and other financial entities, corporations and governments with respect to all types of international and domestic banking and financial transactions. He is a Professor at the Master’s in Business Law program at Universidad de San Andrés, as well as a member of the Bar Association of the city of Buenos Aires. As of the date of this annual report, he serves as a member of the Boards of Directors of Banco Supervielle, Grupo Supervielle and Tarjeta, and Vice-Chairman of the Boards of Directors of Sofital, CCF and Espacio Cordial.

Richard Guy Gluzman received a degree in Law from Nanterre University in Paris and a master’s degree in Business Administration from the ESSEC University in Paris. From 1978 to 1995, he worked in France holding various managerial positions in several technological companies (Burroughs S.A., Digital Equipment Corporation, Wang S.A. and JBA S.A.). His career in Argentina started in 1995, when he joined Coming S.A. (France Telecom & Perez Companc Group) as General Manager until 1997. From 1997 through 1999, he served as a member of Globalstar S.A.’s Board of Directors. From 1998 through 2000, he was at the helm of Diveo Broadband Networks S.A. as General Manager and then, from 2000 to 2006, he was a Director of Pegasus Capital, a private equity fund. As of the date of this annual report, he serves as Independent Director of Grupo Supervielle. In previous years he served as First Vice-Chairman of the boards of directors of the Bank, CCF and as Vice-Chairman of the Board of Directors of Tarjeta, Sofital and Viñas del Monte.

María Gabriela Macagnian Industrial Engineer graduated with a degree in chemical engineering from Instituto Tecnológico de Buenos Aires (ITBA) and received postgraduate specializationholds an MBA from The Wharton School of Business, University of Pennsylvania. He began his career at Banco Banex in business management at Harvard Business School and Stanford Business School. She began her2004, where he successfully managed the merger project with Société Générale Argentina. In 2007 he led the startup of the ‘Cordial Negocios’ unit, with a focus on microfinancing. Then, he continued his career asin the consultancy area working for Mars & Co., with responsibilities in competitive strategy for CPG multinationals. For the last five years, he has been residing in California, United States of America, having developed a consultant for Accenture. Subsequently, she joined Citibank Argentina where she worked as an Investment Banking officer and was responsiblesuccessful career in the financial area for the structuringwine industry in high-end brands. After working for Treasury Wine Estates, he joined E&J Gallo, currently overseeing a portfolio of both local and international debt issue transactions. Beginning in 2002, she led the Corporate Bank Restructuring Unit. Afterwards, she joined the Board of Citibank Argentina, supervising Strategic Planning and Business Development areas. Since late 2011, she has served as a Director of Endeavor Argentina, an organization supporting high impact entrepreneurs in scaling their businesses, both in Argentina and globally. She is also a member of the Graduate Council at ITBA. In 2015, she was appointed Director of Grupo Supervielle.

Jorge Luis Mocetti graduated as a lawyer from Universidad de Buenos Aires’ Law School. He also attended the Executive Human Recources Program organized by Stephen Ross School at Michigan University (Ann Arbor) and other Executive Programs at Duke University and Ashridge UK. He held Senior business and Human Rescources positions at The Nielsen Company, both in Latin America and Europe, as Country Manager, Senior Vice-President and Director. He also held director positions at Scotiabank and Telecom Argentina.ten luxury wineries. He is a member of the Executive Committee of Axion Energy. He is a lecturer for postgraduate courses at Universidad de San Andrés. He currently serves as a Director of Grupo Supervielle S.AS.A., Director of Banco Supervielle S.A. (approval of the Central Bank for his appointment is still pending), Director of Espacio Cordial de Servicios S.A. and Director of InvertirOnline.com Argentina S.A.U.

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Duties and Liabilities of Directors

Directors have the obligation to perform their duties with the loyalty and the diligence of a prudent business person. Under Section 274 of the Argentine Corporate Law,AGCL, directors are jointly and severally liable to the company, the shareholders and third parties for the improper performance of their duties, for breaching any law or the bylaws or regulations, if any, and for any damage to these parties 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 allowing another to take advantage, by action or omission, of the business opportunities of the company; (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 were intended; and (iv) the obligation to take strict care so that acts of the board do not go, directly or indirectly, against the company’s interests. A director must inform the Board of Directors and the supervisory committeeSupervisory Committee of any conflicting interest he or she may have in a proposed transaction and must abstain from voting thereon.

In general, a director will not be held liable for a decision of the Board of Directors, even if that director participated in the decision or had knowledge of the decision, if (i) there is written evidence of the director’s opposition to the decision and (ii) the director notifies the Supervisory Committee of that opposition. However, both conditions must be satisfied before the liability of the director is claimed before the Board of Directors, the supervisory committeeSupervisory Committee or the shareholders or relevant authority or the commercial courts.

Section 271 of the Argentine Corporate LawAGCL allows directors to enter into agreements with the company that relate to such director’s activity and under arms’ length conditions. Agreements that do not satisfy any of the foregoing conditions must have prior approval of the Board of Directors (or the supervisory committeeSupervisory Committee in the absence of board quorum), and must be notified to the shareholders at a shareholders’ meeting. If the shareholders reject the agreement, the directors or the members of the supervisory committee,Supervisory Committee, as the case may be, shall be jointly and severally liable for any damages to the company that may result from such agreement. Agreements that do not

satisfy the conditions described above and are rejected by the shareholders are null and void, without prejudice to the liability of the directors or members of the supervisory committeeSupervisory Committee for any damages to the company.

The acts or agreements that a company enters into with a related party involving a relevant amount shall fulfill the requirements set forth in Section 72 and 73 of Law No. 26,831.the Argentine Capital Markets Law. Under Section 72, the directors and syndics (as well as their ascendants, descendants, spouses, brothers or sisters and the companies in which any of such persons may have a direct or indirect ownership interest) are deemed to be a related party. A relevant amount is considered to be an amount which exceeds 1% of the net worth of the company as per the latest balance sheet. The Board of Directors or any of its members shall require from the audit committee a report stating if the terms of the transaction may be reasonably considered adequate in relation to normal market conditions. The company may resolve regarding the compliance of above mentioned requiements with theprior report of two independent evaluating firms on that shall have informed about the same matter and about the other terms of the transaction.matter. The Board of Directors shall make available to the shareholders the report of the audit committee or of the independent evaluating firms, as the case may be, at the main office on the business day after the board’s resolution was adopted and shall communicate such fact to the shareholders of the company in the respective market bulletin. The vote of each director shall be stated in the minutes of the Board of Directors approving the transaction. The transaction shall be submitted to the approval of the shareholders of the company when the audit committee or both evaluating firms have not considered the terms of the transaction to be reasonably adequate in relation to normal market conditions. In the case where a shareholder demands compensation for damages caused by a breach of Section 73, the burden of proof shall be placed on the defendant to prove that the act or agreement was in accordance to the market conditions or that the transaction did not cause any damage to the company. The transfer of the burden of proof shall not be applicable when the transaction has been approved by the Board of Directors with the favorable opinion of the audit committee or the two evaluating firms or if the transaction has been approved by the ordinary shareholders’ meeting without the decisive vote of the shareholder in respect of which the condition of a related party is met or has an interest in the act or contract at issue.

Causes of action may be initiated against directors if so decided at a meeting of the shareholders. If a cause of action has not been initiated within three months of a shareholders’ resolution approving its initiation, any shareholder may start the action on behalf and on the company’s account. A cause of action against the directors may be also initiated by shareholders who object to the approval of the performance of such directors if such shareholders represent, individually or in the aggregate, at least 5% of the company’s capital stock.

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Except in the event of a mandatory liquidation or bankruptcy, shareholder approval of a director’s performance, or express waiver or settlement approved by the shareholders’ meeting, terminates any liability of a director vis-à-vis the company, provided that shareholders representing at least 5% of the company’s capital stock do not object and provided further that such liability does not result from a breach of law or the company’s bylaws.

Under Argentine law, the Board of Directors is in charge of the company’s 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,AGCL, the company’s bylaws and other applicable regulations. Furthermore, the board is generally responsible for the execution of the resolutions passed in shareholders’ meetings and for the performance of any particular task expressly delegated by the shareholders.

Meetings, Quorum, Majorities

Our Board of Directors must hold a minimum of one regularly scheduled meeting every three months. Meetings must also be convened when called by any member of the Board of Directors. The quorum for a Board of Directors’ meeting is the majority of its members. The Board of Directors will pass resolutions by the affirmative vote of the majority of members present. Pursuant to our bylaws our directors may participate in a meeting of the Board of Directors by means of a communication system that provides for a simultaneous transmission of sound, images and words. If we make a public offer of our stock, directorsDirectors participating by such means count for quorum purposes for all meetings and all matters of agenda, therefore the board will pass resolutions by the affirmative vote of the majority of members present either physically or by means of such communication system.

Incentive-based Retirement Plan for Senior Management and Directors

In December 2016, Grupo Supervielle approved an incentive-based retirement plan, which replaced certain existing compensation mechanisms. Members of our senior management and Board of Directors will bewere entitled to receive cash payments over time under the plan if certain performance targets arewere met. 50% of the funds contributed by us to the plan will bewere released to individual plan accounts once the performance targets have beenwere met, subject to compliance with waiting periods mandated by Argentine legislation. The remaining 50% will vestwas vested after an additional twelve-month waiting period. We willinitially agreed to monitor the eligibility and participation of the members as the program developsplan would develop and expectexpected to contribute approximately U.S.$3.6 million per year to the program. The programplan was approved for a one-year periodperiod. However, during 2018 and can be cancelled or renewed every year.2019, the plan was not used.

The initial program covered up to 70 members of Supervielle’s senior management team and Board of Directors. In 2018, this program was renewed for another one-year period. The program currently covers up to 90 members of our senior management and Board of Directors.

Independence Criteria of Directors

In accordance with the provisions of Section 4, Chapter I, Title XII “Transparencia en el Ámbito de la Oferta Pública” and Section 11, Chapter III, Title II Órganos de Administración y Fiscalización, Auditoría Externa” of the CNV Rules, we are required to report to the shareholders’ meeting, prior to vote the appointment of any director, the status of such director as either “independent” or “non-independent.”  At present,

The members of the Board of Directors and the Supervisory Committee of companies admitted to the public offering regime in Argentina must inform the CNV within ten (10) business days from the date of their appointment whether such members of the Board of Directors or the Supervisory Committee are “independent” pursuant to CNV standards.

Pursuant to the CNV Rules, a director is not considered independent in certain situations, including where a director:

(1) is also a member of the board of the parent company or another company belonging to the same economic group of the issuer through a preexisting relationship at the time of his or her election, or if said relationship had ceased to exist during the previous three years;

(2) 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;

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(3) 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 company 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;

(4) directly or indirectly owns 5% or more of shares with voting rights and/or a capital stock of the company or any company with a “significant participation” in it;

(5) 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;

(6) 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 company, 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;

(7) 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);

(8) has served as director at the company, 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;

(9) 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. 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; while those relating to the “economic group” correspond to the definition contained in section e) subsection 3, chapter V, Title II of the CNV Rules.

The Argentine independence standards under the CNV Rules differ in many ways from U.S. federal securities law and NYSE standards.

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 he/she:

(i)is the owner, partner, director, administrator, manager or employee of the company or economically related entities;

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(ii)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;
(iii)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;
(iv)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);
(v)if the remuneration depends on or is contingent with the conclusions or results of its auditing work;
(vi)if the remuneration agreed depends on the result of the operations of the company.

Currently, Julio Patricio Supervielle, Jorge Oscar Ramirez, Atilio Dell’Oro Maini, and Emérico Alejandro Stengel and Hugo Enrique Santiago Basso are non-independent, whereas Richard Guy Gluzman,Eduardo Pablo Braun, Victoria Premrou and Laurence Nicole Mengin de Loyer María Gabriela Macagni and Jorge Mocetti are independent members of our board according to the criteria established by the CNV. See “Audit Committee” for further details about independence requirements of the members of our Audit Committee.

Corporate Governance

We have adopted a Corporate Governance Code to put into effect corporate governance best practices, which are based on strict standards regarding transparency, efficiency, ethics, investor protection and equal treatment of investors. The Corporate Governance Code follows the guidelines established by the CNV and the Central Bank. We have also adopted a Code of Ethics and an Internal Conduct Code, each designed to establish guidelines with respect to professional conduct, morals and employee performance.

Officers

Our management is comprised of our CEO, Julio Patricio Supervielle,Chief Executive Officer (“CEO”), Jorge Oscar Ramirez, who reports to the Board of Directors, our Chief Operating Officer (“COO”), José Luis Panero, whoand is in charge of ensuring that the different companies in the groupGroup function in a coordinated manner, with synergy and efficiency, applying the strategic guidelines defined for each business unit,unit; the Bank’s COO, Emérico Alejandro Stengel who is responsible for developing and executing the Bank’s business plans and is in charge of the digital transformation program; our chief financial officer (“CFO”), Alejandra Naughton, who is in charge of the financial and accounting division. Both report to the CEO. Alsodivision; our Chief of Legal Affairs and AML, Sergio Gabai,Gabai; our Chief Credit Officer, Pablo Di Salvo, who is in charge of our global credit division,division; our Chief of Human Resources, Santiago Batlle,Batlle; our Chief of IT and Operations, Marcelo VivancoTechnology Officer (“CTO”), Sergio Mazzitello; and our Chief of Operations and Central Services, & Supply Management, Claudia Andretto allEsteban Nicolás D’Agostino.

Our Chief Risk Officer (“CRO”), Javier Conigliaro, the Head of them reporting to the COO,

Also reportingInternal Audit, Sergio Gustavo Vázquez, and our Compliance Officer, Moira Almar also report to the Board of Directors areDirectors.

Chief Executive Officer

Name

Office

Profession

Date of Birth

Jorge Oscar RamirezChief Executive OfficerBusiness AdministrationJune 26, 1961

Senior Management that reports to the CRO, Javier Conigliaro, and the Internal Audit Manager, Leandro Conti.CEO

 

Name

Office

OfficeProfession

Profession

Date of Birth

Julio Patricio Supervielle

Emérico Alejandro Stengel

Deputy CEO and COO of the Bank

Chief Executive Officer

Industrial Engineer

Business Administration

December 13, 1956

17, 1962

José Luis Panero

Chief Operating Officer

Economics

December 29, 1964

Alejandra Naughton

Chief Financial Officer

Economics

Economics

September 22, 1962

Sergio Gabai

Chief of Legal Affairs and
AML

Lawyer

Lawyer

April 26, 1967

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Name

Office

Profession

Date of Birth

Javier Conigliaro

Chief Risk Officer

Economist

November 16, 1964

Pablo Di Salvo

Chief Credit Officer

Business Administration

June 19, 1964

Santiago Batlle

Chief of Human Resources

Lawyer

Lawyer

April 16, 1973

Sergio MazzitelloChief Technology OfficerInformation SystemsFebruary 21, 1965
Esteban Nicolás D’AgostinoChief of Operations and Central ServicesPublic AccountantJuly 8, 1972

Senior Management that report to the Board of Directors

Name

Office

Profession

Date of Birth

Marcelo Vivanco

Javier Conigliaro

Chief Risk Officer

Chief Officer of
Technology & Operations

Economist

Psychology and System
Analysis

January 9, 1962

November 16, 1964

Claudia Andretto

Sergio Gustavo Vázquez

Head of Internal Audit

Chief of Central Services 
& Supply Management

Business Administration and Public Accountant

May 1, 1974
Moira Almar

Economist

Compliance Officer

Lawyer

May 8, 1960

December 6, 1968

 

The CEO has five main responsibilities: (i) creating value for shareholders by monitoring the business units, (ii) bringing innovation to the provision of financial services, (iii) making sure that we deliver high quality and cost competitive services, (iv) leveraging key resources to provide support for the business units and (v) planning and executing acquisitions and alliances that fit into the corporate strategy.

The Bank’s COO of Grupo Supervielle reports to the CEO and Chairman of Grupo Supervielle. His main responsibility is to ensure sustainable results in each of the companies of Grupo Supervielle as well as synergies and efficiencies inside the company.  He is responsible for encouragingdeveloping and coachingexecuting business plans, enhancing key capabilities and increasing operational efficiency. The areas under his supervision include Commercial Operations (Personal and Business Banking and Corporate Banking), Product and Service Offering, Marketing and Communications, Information Technology, Back Office Operations, Processes and Business Intelligence. The COO also leads the CEO’s of each of our companies in order to pursue each of the strategic and business plans.  As part of his role, the COO is responsible for the coordination of the different group support functions in order to guarantee not only cost efficiency but also alignment to group strategy.

Bank’s digital transformation program, ensuring its adequate implementation organization-wide.

The CFO directs and oversees the finance, controlling, accounting and investor relations divisions. The finance division is responsible for capital planning and funding strategies. The controlling division is responsible for continuous evaluations of short-term and long-term strategic financial objectives, preparing financial trends analyses and analyses of forecasts, budgets and costs. The accounting division monitors compliance with generally accepted accounting principles and applicable federal, state and local regulations and laws, and rules for financial and tax reporting. The investor relations division is responsible for preparing and providing financial information to, and coordinating with, regulatory bodies and both domestic and international investors and analysts.

The Chief of Legal Affairs and AML is in charge of ensuring that each of our businesses complies with internal policies and procedures within the legal framework established by regulatory authorities (including anti-money laundering laws and regulations) and with the applicable contractual requirements. In addition, the Chief of Legal Affairs and AML provides legal advice to Grupo Supervielle and each of its subsidiaries regarding business development, the prevention of legal risk and conflict resolution.

The CRO is responsible for developing and implementing an appropriate framework for the administration of overall risks that allows for the identification, evaluation, monitoring and mitigation of credit risk, financial risk (including market risk, interest rate risk and liquidity risk), as well as operational risks (including reputation risk) for each of our businesses.

The Chief Credit Officer is responsible for defining and putting into practice our global credit risk policies across all business units. The Chief Credit Officer utilizes common risk assessments and information collection platforms across all business units. He also maximizes the value we offer clients by facilitating the transit of clients across business units through credit policies designed specifically for upward sales and cross sales. In addition, the Chief Credit Officer maximizes penetration into different socio-economic segments through inclusive credit policies, while ensuring that pricing is consistent with risk levels. The Chief Credit Officer also manages and controls procedures related to credit risk and collection and recoveries for the purpose of safeguarding our assets, minimizing losses related to defaults and maximizing the protection of our businesses’ rights and interests.

The Chief of Human Resources is responsible for the design and implementation of human capital strategies. The human resource manager is in charge of global human resource policies across all business units. He functions as a strategic partner of top management to ensure that we attract and retain the talent necessary to achieve business growth. The Chief of Human Resources’sResources’ main strategies are: consolidating our talent pool, developing a sustainable organization focused on clients and with competitive remuneration packages, spreading the Supervielle culture, which breeds innovation, work ethic, empowerment and merit recognition and maintaining high morale among employees.


The Chief Technology Officer is responsible for leading the information technology administration, and in turn establish a solid relationship between IT and business areas to deliver added value to the organization and ensure compliance with digital transformation objectives. The CTO also leads the digital transformation of the core business with agile methodologies and organization by tribes to contribute with the vision of becoming a technological company.

The Chief of Operations and Central Services is responsible for the execution and control of support processes for the branch network and other commercial areas or business units in relation to loans, means of payment, sales support, securities and international operations, general treasury, safety and centralized processes such as strategic supply management and contracting, general services, works, maintenance, building planning; in order to ensure the quality of internal and external customer service, the physical / health protection of employees, customers and values in the facilities, as well as optimizing expenses.

The CRO is responsible for developing and implementing an appropriate framework for the administration of overall risks that allows for the identification, evaluation, monitoring and mitigation of credit risk, financial risk (including market risk, interest rate risk and liquidity risk), as well as operational risks (including reputation and cybersecurity risks) for each of our businesses.

The Head of Internal Audit is responsible for the audit process, evaluating and advising on internal control, corporate governance and risk management, in order to ensure compliance with laws, regulations and internal policies, contributing to the availability of reliable financial information, and the effectiveness and efficiency of operations, within the framework of the strategic objectives.

The Compliance Officer isresponsible for creating, implementing and overseeing the Ethics and Compliance program. This program includes promoting an ethical corporate culture, monitoring the adherence to the the Code of Ethics and verifying the effective enforcement of the anticorruption policy. The Compliance Officer conductsa regular risk analysisin order to adapt theEthics and Compliance Programafter monitoring and evaluating its effectiveness.

The following are academic and professional backgrounds of our management members:

members.

José Luis Panero has been appointed Chief Operating Officer (COO) in June 2016. He previously was the Bank’s Chief Executive Officer since April 2009. He received a degree in Economics from Universidad Nacional de Córdoba and a Master’s degree in Finance awarded by CEMA. In 2009, he also completed the General Manager Program (GMP 7) at Harvard Business School. From 1988 through 2002 he held several positions at Banco Suquía, including Planning and Capital Markets Manager. From 2002 through 2007, he worked at Banco Banex as Financial Manager and since the merger with the Bank Mr. Panero served as Head of the Finance and Capital Markets department until April 2009 and Deputy CEO from 2006 to 2009. He is currently a member of the Boards of Directors of Banco Supervielle, CCF, Sofital and Supervielle Seguros.

Alejandra Naughton has been Chief Financial Officer of Grupo Supervielle since September 2011. She holds a degree in Economics from the Universidad de Buenos Aires and a post graduate degree in Project Management from Universidad de Belgrano. She attended the CFO Executive Program at the University of Chicago Booth School of Business. She has taken courses at the Bank of England in London, where she was awarded the Expert in Finance and Management Accounting and Expert in Corporate Governance degrees; at the Federal Reserve Bank of New York where she was conferred the Expert in Management and Operations degree and at the International Monetary FundIMF where she was awarded the Expert in Safeguards Assessment degree. From 1994 to 2007 she served on the Central Bank’s staff in several senior positions, including that of Deputy General Manager (2003 to 2007) and Argentine Representative to the Governance Network at the Basle based Bank for International Settlements (Switzerland). During the years 2007 and 2008 she worked as a Consultant to the International Monetary Fund.IMF. As of the date of this annual report, she is also Chief Finance Officer at the Bank. She also acts as alternate director of ByMA.

Sergio Gabai has been Chief of Legal Affairs and AML of Grupo Supervielle since May 2012. A graduate of the Universidad de Buenos Aires as an Attorney-at-Law, he also holds a Master’s degree in Economics and Insurance Law from the Universidad Católica Argentina and a Ph.D. in Management from University of Navarra’s IESE Business School. He attended the Management Program for Lawyers at Yale University and participated of the Effective Leadership Program at Universidad Austral IAE. He also attended the Innovation Program at Universidad de San Andrés and the Finance and Operative Efficiency Program at Wharton School. From 1998 through 2000, he was the Legal Affairs Assistant Manager at Bank Boston. From 2000 through 2007 he was in charge of BBVA Banco Francés Legal Services for the Banking Business Department. He also serves as Director of SAM,Mila, Supervielle Seguros, Sofital and Supervielle Broker de Seguros, and as Alternate Syndic for Sofital, Tarjeta and Supervielle Seguros.Tarjeta.

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Javier Conigliaro has been Chief Risk Officer of Grupo Supervielle since July 2016. Previously he served as Chief Risk Officer of Banco Supervielle from 2012 through 2016. With over 29 years of experience in the risk industry within financial institutions, Mr. Conigliaro is an economist with graduate studies from the University of Buenos Aires, he attended the Executive Education Program in Risk Management at Kellogg School of Management & PRMIA and the Management Development Program at Universidad Austral — IAE School of Business. Previous to his experience in Banco Supervielle, Mr. Conigliaro was the Head of Corporate Risk in Société Générale Argentina, a credit risk senior analyst in SocGen New York and in Beal WestLB Argentina.

Pablo Di Salvowas appointed as Chief Credit Officer at Grupo Supervielle in September 2017. He received a degree in business administration from the Universidad Católica Argentina and attended the Executive Development Program at Universidad Austral Business School. He held positions in credit risk at Banco Itaú Argentina and served as Credit Risk Manager at Banco Supervielle. He has worked in various positions with BankBoston Argentina, both in the credit risk and commercial teams, including Latam Credit Risk Manager and Corporate Team Leader. From 2003 to 2008, he was Head of Credit Risk at BankBoston Chile. He also held positions as Credit Risk Manager at American Express Argentina. He has over 30 year of experience in the financial services industry.

Santiago Enrique Batllegraduated from Universidad Católica de La Plata as an Attorney at Law and received his Master’s degree in Business Administration Management from the School of Business and Management at IAE Universidad Austral. He also received a postgraduate degree in Human Resources from Universidad Argentina de la Empresa. He participated in the Senior Management Program at IAE Universidad Austral and other programs at Stanford, London Business School and Michigan University. From July 2000 to 2004, he served as Labor Relations

Manager at Bank Boston NA, and from 2005 to March 2007 he served as their Human Resources Executive Director. From April 2007 to December 2010, he was Human Resources Executive Director at Standard Bank Argentina. He has served as Human Resources Head of Grupo Supervielle and Banco Supervielle since February 2011. He was appointed an alternate director of the Boards of Directors of Banco Supervielle and CCF. Such designations are pending

Sergio Mazzitello is the Chief Technology Officer of authorization byGrupo Supervielle since December 2019. Since 2014 and until December 2019, he served as Chief Information Officer in Naranja, from Grupo Galicia. Previously, he held several executive level positions leading cross-functional international teams, in the Central Bankareas of Business, Operations, and IT. He holds a degree in agreement with Communication “A” 6304Information Systems from the University of such regulator.

Buenos Aires, a Master in Business Administration from IDEA and has more than 25 years of experience in the payments industry and in financial services.

Marcelo Vivanco Esteban Nicolás D´Agostinohas been the Chief of ITOperations and OperationsCentral Services of Grupo Supervielle since February 2017April 2020. He is a Public Accountant from University of Buenos Aires and priorattended the Executive Development Program at Universidad Austral Business School. Prior to this appointment, he served as General Manager at RECSA, a company dedicated to collection management. He has more than 20 years of experience in the banking industry, having worked at Citibank. His experience covers credit, collections, branches, operations and technology areas. Additionally, at Citibank he led the customer service models strategy with a focus on processes and operations for three years.

Javier Conigliaro has been Chief Risk Officer of Grupo Supervielle since July 2016. Previously he served as Chief Risk Officer of Banco Supervielle from 2012 through 2016. With over 32 years of experience in the risk industry within financial institutions, Mr. Conigliaro is an economist with graduate studies from the University of Buenos Aires, he attended the Executive Education Program in Risk Management at Kellogg School of Management & PRMIA and the Management Development Program at Universidad Austral – IAE School of Business. Previous to his experience in Banco Supervielle, Mr. Conigliaro was the Head of Corporate Risk in Société Générale Argentina, a credit risk senior analyst in SocGen New York and in Beal WestLB Argentina.

Sergio Gustavo Vázquez has been Head of Internal Audit since March 2019. He holds degrees in Business Administration and Public Accountant from the University of Buenos Aires and an MBA from the IAE. He also obtained international certifications as Internal Auditor “CIA” from the Institute of Internal Auditors in 2001 and as Information System Auditor “CISA” from ISACA in 2006. Prior to his appointment he has been the Chief of IT since September 2016. He obtained an MBA from the Universidad del Salvador, a degree in System Analysis from Universidad CAECE and a degree in Psychology. He served aswas Audit Director of Systems and Technology at Lojack Corporation and as Chief Technology Officer at Banco ComafiItaú and La Ley Editorial (Thompson Group). At Banco Santander Ríoits subsidiaries in Argentina from June 2013 to March 2018, and Banco Galiciahe added responsabilities as Head of Audit Nothern Hemisphere Subsidiaries since 2017. He also held several positions within the Audit area in Itaú from 1998 to 2013 where he served as Development Manager.

Latam Audit System Supervisor in Itaú Latam Subsidiaries among others. He developed an extensive career with a scope of Risk, Finance, Analitycs and IT.

Claudia Andretto Moira Almarhas been the Chief of Central Services and Supply ManagementCompliance Officer since FebruraryOctober 2017. Previously sheShe previously served as the Head of Operations since 2008.Compliance at Banco Santander Argentina from 2006 to 2017, having worked before in various compliance and commercial positions also at Santander Argentina. She holds a degree in EconomicsLaw Degree from the Universidad de Buenos Aires and participated on the Advanced Regional Management and Leadership Program at IAE. From 1982 through 1994, she worked at Banco Roca where she led the Organization and Methods Department. From 1994 through 1998, she worked at Exprinter Banco S.A. From 1999 through 2001, she worked at Banco San Luis as Product Leader. In 2001, she took office as Banco Banex Organization Manager and remainedNational University of La Plata, a Master Degree in that position until 2007. After the merger with the Bank, she continued heading the same departmentBanking Disciplines at the Bank until 2008, when she was appointed HeadUniversity of Operations.Siena - Italy and completed the Executive Management Development Program of the School of Business Management (EDDE / UADE). She has 24 years of industry experience and 17 years of experience in compliance.

For the biography of Mr. Julio Patricio SupervielleJorge Oscar Ramirez and Mr. Emérico Alejandro Stengel, see “—Board of Directors.”

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Supervisory Committee

We have a monitoring body called the supervisory committee (“Supervisory Committee”). Our Supervisory Committee consists of three syndics and three alternate syndics appointed by the shareholders at our annual ordinary shareholders’ meeting. The syndics and their alternates are elected for a period of one year, and any compensation paid to our syndics must have been previously approved at an ordinary shareholders’ meeting. The term of office of the members of the Supervisory Committee expires on the annual ordinary shareholders’ meeting to consider our financial statements as of December 31, 2018.2020.

Pursuant to the Argentine Corporate Law,AGCL, only lawyers and accountants admitted to practice in Argentina and domiciled in Argentina or civil partnerships composed of such persons may serve as syndics in an Argentinesociedad anónima, or limited liability corporation.

The primary responsibilities of the Supervisory Committee are to monitor the compliance with Argentine Corporate Law,the AGCL, the bylaws, its regulations, if any, and the shareholders’ resolutions, to supervise the administration of the company and to perform other functions, including, but not limited to: (i) attending shareholders’ and Board of Directors’ meetings, (ii) calling extraordinary shareholders’ meetings when deemed necessary and ordinary and special shareholders’ meetings when not called by the Board of Directors, (iii) monitoring the company’s corporate records and other documents, and (iv) 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 following chart shows the members of our Supervisory Committee appointed by the annual ordinary and extraordinary shareholders’ meeting held on April 24, 2018.28, 2020. According to Technical Resolution No. 15 of the Argentine Federation of Professional Counsel of Economic Sciences and Section III, Chapter III of Title II of the CNV Rules, all of our syndics and alternate syndics are independent.

Allof the members of ourSupervisory Committee were appointed for the term of one year, until the annual shareholders’ meeting that considers the financial statements corresponding to the fiscal year ended December 31, 2020.

Name

Office

Office

Beginning Date of
Office

Profession

Date of Birth

Enrique José Barreiro

Syndic

June 8, 2009

Public Accountant

December 5, 1945

Carlos Alberto Asato

Alfredo Ojeda

Syndic

June 8, 2009

July 25, 2019

Public Accountant

January 15, 1948

17,1944

Valeria Del Bono Lonardi

Syndic

April 24, 2018

Lawyer

September 6, 1965

Name

Office

Beginning Date of Office

Date of Birth

Carlos Enrique Lose

Alternate Syndic

June 8, 2009

Public Accountant

October 2,1943

Roberto Aníbal Boggiano

Alternate Syndic

June 8, 2009

Public Accountant

September 1,1955

Carlos Alfredo Ojeda

Jorge Antonio Bermúdez

Alternate Syndic

May 17, 2010

April 28, 2020

Public Accountant

January 15,1944

March 12, 1946

 

The following are academic and professional backgrounds of the Supervisory Committee members:

Enrique José Barreiro. He received holds a degree in Public AccountingAccountancy graduated from Universidad Nacional de Lomas de Zamora. From 1969 until May 2000, he worked at Banco Tornquist/Credit Lyonnais, where he held the position of Assistant Accountant for five years.Accountant. From June 2000 throughuntil June 2007, he held the position of Assistant Accountant and General Accountant at Banco San Luis/Banco Banex S.A. He currently serves as a Syndic of Grupo Supervielle the Bank, CCF,S.A., Banco Supervielle S.A., Tarjeta Automática S.A., Sofital S.A.F. e I.I., Cordial Compañía Financiera S.A., Espacio Cordial Sofital S.A.F.e I.I. andde Servicios S.A., Supervielle Seguros S.A.

, InvertirOnline S.A.U., InvertirOnline.com Argentina S.A.U., Micro Lending S.A.U., Supervielle Productores Asesores de Seguros S.A., Bolsillo Digital S.A.U. and Futuros del Sur S.A.

Carlos Alberto AsatoAlfredo Ojeda. He holds a degree in Accountancy graduated from Universidad de Buenos Aires’s SchoolAires. He was an Internal Audit Manager of Economic Sciences asthe International Division of Gillette Company until 1977, and worked in Argentina, Brazil, Chile and Perú. He was a Public Accountant. From October 1969 to March 1998, he held several positionspartner of a major local audit firm until 1995. He is a consultant on audit and corporate issues and has an active participation in management and control aspects of corporations in various industries. He has lectured at Banco Quilmes,Universidad de Buenos Aires, including Department Head. Since 1983, he has been managingcourses on Financial Planning and Budget Control and Audit and Management Control. He was also a speaker at various seminars and courses in his own accountingareas of specialty. He is a co author of Auditoría – Técnica y Práctica and tax consultancy firm, Carlos Asato y Asociados. He also renders services as an external consultant in finance, tax and costs to Estudio Bruno Matarazzo y Asociados S.A.Normas para la Presentación de Estados Contables de Sociedades por Acciones. He is also a lecturer forcontributor to the Public Accounting, Administration and Foreign Trade programs at Universidad del Museo Social Argentino.publication Doctrina Societaria y Concursal. He currently serves as Syndic of Grupo Supervielle the Bank and Sofital S.A.F. e I.I.S.A.

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Valeria Del Bono Lonardi. She is a lawyer fromLawyer graduated from Universidad de Buenos Aires’ Law School (1994),Aires and attended other professional specialization courses, including the International Criminal Update Program at Universidad Austral (2009). She joined Salvi Law Firm in 1995 and since then has been dedicated to the counseling and practice of criminal law. Her professional specialization is mainly based on the dogmaticalnessdogmatic of criminal offenses, with permanent assistance to insurance companies and independent professionals; the elaboration of strategies and proposals of technical defenses in the framework of oral and public trials and the advice on the prevention of corporate fraud, particularly to banking and financial entities. She is a member of the Bar Association of Buenos Aires and of the Bar Association of San Isidro.

She currently serves as a Syndic of Grupo Supervielle S.A. and as an Alternate Syndic of Banco Supervielle S.A.

Carlos Enrique Lose. He receivedholds a degree of Public Accountantin Accountancy graduated from the Universidad de Buenos Aires’ School of Economics.Aires. He worked for several years in the Audit Department of an important audit firm, and later dedicated to providing business advice. He was a lecturer at the Universidad de Buenos Aires’ School of Economics and has lectured courses at both public and private professional institutions. He is a founding partner of Bermúdez, Lose & Asociados. He has published different Works with specialized journals and is a co-author of the book Normas de Presentación de Estados Contables de Sociedades por Acciones.Acciones. He currently serves as an Alternate Syndic of Grupo Supervielle CCFS.A., Cordial Compañía Financiera S.A. , Espacio Cordial de Servicios S.A.; InvertirOnline.com Argentina S.A.U., InvertirOnline S.A.U., Micro Lending S.A.U. and Espacio Cordial.

Bolsillo Digital S.A.U.

Roberto Aníbal Boggiano. He is holds a public accountantdegree in Accountancy graduated from the Universidad de Buenos Aires’ School of Economics.Aires. He attended post-graduatepost graduate seminars on planning and corporate taxation. Mr. BoggianoHe has worked at several companies, including Celulosa Jujuy S.A., where he was as an analyst accountant assistant, general accountant and chief of planning from 1978 to 1994; Sert S.A., where he served as the administrative manager from 1994 to 1995; and Estudio Carlos Asato y Asociados, where he was in charge of corporate taxation and advising from 1995 to 2011. He was also an Alternate Syndic of Fiorito Factoring S.A. He currently serves as an Alternate Syndic of Grupo Supervielle S.A. and the Bank.

as Syndic of Banco Supervielle S.A.

Carlos Alfredo OjedaJorge Antonio Bermúdez. He isholds a public accountant who graduateddegree in Accountancy from the Universidad de Buenos Aires’ School of Economics. He was an InternalAires. After working in the Audit Manager of the International Division of Gillette Company until 1977, and worked in Argentina, Brazil, Chile and Peru. He was a partnerDepartment of a major local audit firm, until 1995.he specialized in the Consulting and Finance fields, where he held senior management positions at important service companies. Later on he became a full time advisor in these fields. He iswas also a consultant on audit and corporate issues and has an active participation in management and control aspectsprofessor at the School of corporations in various industries. He has lectured atEconomics of Universidad de Buenos Aires including courses on Financial Planning and Budget Control and Audit and Management Control. He was also a speaker at various seminars and

lectured courses in private entities in addition to those arranged by his areasown firm. At present, he is an alternate syndic of specialty. He is Banco Supervielle S.A., Cordial Compañía co-author of Auditoría — Técnica y Práctica and Normas para la PresentaciónFinanciera S.A., Espacio Cordial de Estados Contables de Sociedades por Acciones. He is also a contributor to the publication Doctrina Societaria y Concursal. He currently serves as an Alternate Syndic for Grupo Supervielle.Servicios S.A., InvertirOnline S.A.U., InvertirOnline.com Argentina S.A.U., Micro Lending S.A.U. and Bolsillo Digital S.A.U.

Pursuant to Article 13 ter of our bylaws, and accordingAccording to the provisions of Section 79 of the Argentine Capital Markets Law, No. 26,831,listed companies which have an audit committee are allowed not to have a Supervisory Committee. Such decision may only be adopted by an extraordinary shareholders’shareholders meeting may vote to eliminate our Supervisory Committee by meetingwith a special quorum and supermajority of 75% of the requirements of applicable laws, including Article 79 of Decree No. 1023/2013.voting stock..

Compensation of Directors, Management and Supervisory Committee

Our shareholders fix our directors’ compensation, including their salaries and any additional wages arising from the directors’ permanent performance of any administrative or technical activity. Compensation of our directors is regulated by the Argentine Corporate LawAGCL and the CNV regulations. Any compensation paid to our directors must have been previously approved at an ordinary shareholders’ meeting. Section 261 of the Argentine Corporate LawAGCL provides that the compensation paid to all directors and syndics in a year may not exceed 5.0% of net income for such year, if the company is not paying dividends in respect of such net income. The Argentine Corporate LawAGCL increases the annual limitation on director compensation to up to 25.0% of net income based on the amount of dividends, if any, that are paid. In the case of directors that perform duties at special committees or perform administrative or technical tasks, the aforesaid limits may be exceeded if a shareholders’ meeting so approves, such issue is included in the agenda, and is in accordance with the regulations of the CNV. In any case, the compensation of all directors and members of the supervisory committee requires shareholders’ ratification at an ordinary shareholders’ meeting.

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We have not entered into employment contracts with the members of our Board of Directors. We have assigned certain executive and technical-administrative functions to some of our directors. As of the date of this annual report, neither we, nor any of our affiliates, have entered into any agreement that provides for any benefit or compensation to any director after expiration of his or her term.

The aggregate compensation paid to our directors, (including compensation paid to members of our Audit Committee, Anti-Money Laundering and Anti-Terrorist Financing Committee, Risk Management Committee, Credit House Limit Committee, Ethics, Compliance and Corporate Governance Committee, Human Resources Committee and Disclosure Committee),senior management and members of our Supervisory Committee in 20172019 was approximately Ps.73.8Ps.218.5 million, Ps.90.9Ps.224.2 million and Ps.1.3Ps.2.3 million, respectively.

Audit Committee

Pursuant to the Argentine Capital Markets Law No. 26,831 and its implementing regulations, we are required to have an audit committee consisting of at least three members of our Board of Directors with experience in business, finance, accounting, banking and audit matters. Under CNV regulations, at least a majority of the members of the audit committee must be independent directors.

OurAs a foreign private issuer listed in the United States, our audit committee is composed of no fewer than three independent members designated by our Board of Directors, who are independent under Rule 10A-3 under the Exchange Act (“Rule 10A-3”) and applicable NYSE standards.Act.

OurAll three members of our audit committee is composed of three members who are financially literate, and one, Laurence Nicole Mengin de Loyer, who is a financial expert.

We will take the necessary measures to ensure that independent alternate members are available in order to fill possible vacancies. A quorum for a decision by the audit committee will require the presence of a majority of its members and matters will be decided by the vote of a majority of those present at the meeting. A chairman of the committee must be appointed during the first meeting after members of the committee have been appointed. The chairman of the committee may cast two votes in the case of a tie. Pursuant to our bylaws, audit committee members may participate in a meeting of the committee by means of a communication system that provides for a simultaneous transmission of sound, images and words, and members participating by such means count for quorum

purposes and the committee will pass resolutions by the affirmative vote of the majority of members present either physically or by means of such communication system. If the committee holds meetings by means of such communication system, it must comply with the same requirements applicable to Board of Directors’ meetings held in such way. Decisions of the audit committee will be recorded in a special corporate book and will be signed by all members of the committee who were present at the meeting. Pursuant to Section 17 Chapter III Title II of the CNV Rules, the audit committee must hold at least one regularly scheduled meeting every three months.

Pursuant to Law No. 26,831, theOur audit committee among other things:performs the following functions:

·oversees the adequacy, appropriateness and effectiveness of our internal control systems to ensure the reasonableness, reliability, adequacy and transparency of our consolidated financial statements, financial and accounting information and our consolidated financial statements and information;
·provides the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders;
·advises on the Board of Directors’ proposal for the designation of external independent accountants and ensure their independence;
·ensures that the Code of Ethics and Internal Conduct Code comply with current rules and regulations;

 

·                  advises on the Board of Directors’ proposal for the designation of external independent accountants and ensure their independence;

·                  oversees our internal control mechanisms and administrative and accounting procedures and assesses the reliability of all financial and other relevant information filed with the CNV and other entities to which we report;

·                  oversees our information policies concerning risk management;

·                  provides the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders;

·                  advises on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors;

·                  advises on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited;

·                  verifies the fulfillment of any applicable rules of conduct; and

·                  issues grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest.

·maintains an understanding of the auditing procedures to ensure that they are complete and up-to-date and approves such procedures to then submit them to the Board of Directors for their consideration and approval;
·takes knowledge of Grupo Supervielle’s financial, reputational, legal and operative risks, and oversees compliance with policies designed to mitigate these such risks;
·advises on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors;
·issues grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV;
·verifies the fulfillment of any applicable rules of conduct;
·oversees the maintenance of adequate internal controls by each of Grupo Supervielle’s subsidiaries to minimize risk through the consolidation of best practices with respect to each of the businesses; and
·advises on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited.

Additionally, the audit committee is required to prepare an annual working plan and present it to the Board of Directors and the Supervisory Committee. Members of the board, members of the Supervisory Committee and external independent accountants are required to attend the meetings of the audit committee if the audit committee so requests it, and are required to grant the audit committee full cooperation and information. The audit committee is entitled to hire experts and counsel to assist it in its tasks and has full access to all of our information and documentation.

documentation that it may deem necessary.

The following chart shows the current membership of our Audit Committee according to the resolution passed at the Board of Directors’ meeting held on April 28, 2017.

Committee:

Name

Position

Profession

Position

Profession

Status(1)Status(1)

Laurence Nicole Mengin de Loyer

Director, Chairperson of the CommitteeBusiness Administration (Financial Expert)Independent
Victoria PremrouDirectorAccountant and Business AdministrationIndependent
Eduardo Pablo BraunDirector

Industrial Engineer and Business Administration

 

Director, Chairlady of the Committee

Business Management (Financial Expert)

Independent

María Gabriela Macagni

Director

Chemical Engineer

Independent

Richard Guy Gluzman

Director

Lawyer

Independent

Leandro Conti

Head of Internal Audit

Accountant

Permanent Invitee and Secretary of the Committee

 


(1)Pursuant to Rule 10A-3 of the Exchange Act.

(1) Pursuant to Rule 10A-3.Sergio Vazquez, our Head of Internal Audit, is the Secretary of the audit committee.

Anti-Money Laundering and Anti-Terrorist Finance Committee

We have an anti-money laundering and anti-terrorist finance committee consisting of twothree members of our Board of Directors. Decisions of the Anti-Money Laundering and Anti-Terrorist Finance Committee are recorded in a special corporate book and signed by all members of the committee who were present at the meeting.

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Among its duties, the anti-money laundering and anti-terrorist finance committee must:

·                  oversee the adequacy, appropriateness and effectiveness of our internal control systems to ensure the reasonableness, reliability, adequacy and transparency of our consolidated financial statements, financial and accounting information and our consolidated financial statements and information;

·                  maintain an understanding of and ensure timely and appropriate responses regarding compliance with applicable rules and matters related to money laundering, conduct in the securities markets, data protection, reporting requirements and enforcement actions;

·                  ensure that the Code of Ethics and Internal Conduct Code comply with current rules and regulations,

·                  maintain an understanding of procedures to ensure that they are complete and up-to-date and approve such procedures to then bring them before the Board of Directors for its consideration and approval;

·                  advise Grupo Supervielle on its financial, reputational, legal and operative risks, and oversee compliance with policies designed to mitigate these risks;

·                  evaluate and improve the quality of Grupo Supervielle’s customer service, risk control and operations;

·                  ensure the proper intervention of the Board of Directors with respect to the approval of decisions adopted by the committees when required by corporate governance rules and to oversee compliance with these rules;

·                  oversee the maintenance of adequate internal controls by each of Grupo Supervielle’s subsidiaries to minimize risk through the consolidation of best practices with respect to each of the businesses; and

·                  oversee the compliance with current applicable anti-money laundering rules and ensure that Grupo Supervielle and its subsidiaries are in compliance with best practices related to anti-money laundering; and ensure that the anti-money laundering and anti-terrorist finance committee has a rapporteur member with knowledge relating to anti-money laundering and anti-terrorism finance who from time to time presents a report to the anti-money laundering and anti-terrorist finance committee regarding the state and relevant facts relating to each of Grupo Supervielle’s subsidiaries.

Additionally, the anti-money laundering and anti-terrorist finance committee must prepare an annual working plan and present it to the Board of Directors and the Supervisory Committee. Members of the board, members of the Supervisory Committee and external independent accountants must attend the meetings of the anti-money laundering and anti-terrorist finance committee if the committee so requests it, and must grant the anti-money laundering and anti-terrorist finance committee full cooperation and information. The anti-money laundering and anti-terrorist finance committee is entitled to hire experts and counsel to assist it in its tasks and has full access to all of our information and documentation.

·oversee compliance with current applicable anti-money laundering rules and ensure that Grupo Supervielle and its subsidiaries are in compliance with best practices related to anti-money laundering;
·take knowledge of the amendments to the applicable regulations and provide for the timely revision of the internal policies and procedures manuals accordingly;
·maintain an understanding of the best market anti-money laundering practices and oversee its implementation at the Group’s and its subsidiaries’ level;
·oversee compliance with disclosure of information to the competent authorities; and
·carry out all those functions established by the rules of the Financial Intelligence Unit and other applicable provisions on the matter.

The following table sets forth the members of the anti-money laundering and anti-terrorist finance committee.

Name

Position

Emérico Alejandro Stengel

Atilio Dell’Oro Maini

Director, Chairman of the Committee, Responsible Officer before FIU(1)

UIF

Atilio Dell’Oro Maini

Jorge Oscar Ramirez

Director Alternate Responsible Officer before FIU(1)

Hugo Santiago Enrique Basso

Director
Juan Cuccia

Head of AML, Rapporteur Member

 


(1)  FIU: Financial Information Unit (Unidad de Información Financiera)

Risk Management Committee

The risk management committee is composed of at least two directors and of members of our directors and members of the management team, and of management of our main subsidiaries.

Our risk management committee performs the following functions:

·develops strategies and policies for the management of credit risk, market risk, interest rate risk, liquidity risk, operational risk and other risks that could affect us, makes sure our strategies and policies are in line with regulations and best practices and oversees their correct implementation and enforcement and defines Grupo Supervielle’s risk appetite and tolerance and the global risk profile for the approval of the Board of Directors;
·approves limits relating to the management of credit risk, market risk, interest rate risk and liquidity risk, and monitors the evolution of key indicators relating to operational risk, which includes a map of risks used by the trading desk for trading operations and the map of risks for investment operations at a consolidated level;
·periodically monitors the risks that Grupo Supervielle faces and the application of strategies and policies designed to address such risks;
·defines the general criteria for pricing risk;
·evaluates the adequacy of capital with respect to Grupo Supervielle’s risk profile;

 

·                  develops strategies and policies for the management of credit risk, market risk, interest rate risk, liquidity risk, operational risk and other risks that could affect us, makes sure our strategies and policies are in line with regulations and best practices and oversees their correct implementation and enforcement and defines Grupo Supervielle’s risk appetite and tolerance and the global risk profile for the approval of the Board of Directors;

·                  approves limits relating to the management of credit risk, market risk, interest rate risk and liquidity risk, and monitors the evolution of key indicators relating to operational risk, which includes a map of risks used by the trading desk for trading operations and the map of risks for investment operations at a consolidated level;

·                  periodically monitors the risks that Grupo Supervielle faces and the application of strategies and policies designed to address such risks;

·                  defines the general criteria for pricing risk;

·                  evaluates the adequacy of capital with respect to Grupo Supervielle’s risk profile;

·                  defines policy and the methodological framework for performing stress tests with respect to risk management, approves scenarios for conducting individual stress tests for particular and general risks, evaluates and discusses the results of the stress tests that are presented and recommends contingency plans to address such risks, utilizes the results of the stress tests for the consideration of establishing or revising the limits and brings all of the results of the tests to the Board of Directors for approval;

·                  designs effective information channels and systems for the Board of Directors related to risk management;

·                  ensures that ours subsidiaries’ management compensation plans incentivize a prudent level of each risk;

·                  approves risk management quantitative models and monitors the effectiveness of such models; and

·                  remains aware of the memos and rules related to risk published by each regulatory agency that regulates any of our subsidiaries, as well as understands the repercussions that the application of such memos or rules could have on our operations.

·defines policy and the methodological framework for performing stress tests with respect to risk management, approves scenarios for conducting individual stress tests for particular and general risks, evaluates and discusses the results of the stress tests that are presented and recommends contingency plans to address such risks, utilizes the results of the stress tests for the consideration of establishing or revising the limits and brings all of the results of the tests to the Board of Directors for approval;
·designs effective information channels and systems for the Board of Directors related to risk management;
·ensures that our subsidiaries’ management compensation plans incentivize a prudent level of each risk;
·approves risk management quantitative models and monitors the effectiveness of such models; and
·remains aware of the memos and rules related to risk published by each regulatory agency that regulates any of our subsidiaries, as well as understands the repercussions that the application of such memos or rules could have on our operations.

The following table sets forth the members of the risk management committee.

Name

Position

Jorge Oscar Ramírez

Chairman of the Committee, Director and CEO
Julio Patricio Supervielle

Chairman of the Board Chairman of the Committee

Jorge Oscar Ramírez

Director

Emérico Alejandro Stengel

Director

José Luis Panero

Laurence Nicole Mengin de Loyer

Chief Operating Officer (COO)

Independent Director

Alejandra Naughton

Chief Financial Officer (CFO)

Javier Conigliaro

Chief Risk Officer (CRO)

Pablo Di Salvo

Chief Credit Risk Officer (CCRO), Permanent Invitee

Hernán Oliver

HeadSecretary of Global Markets of Banco Supervielle, Permanent Invitee

Sabrina Roiter

Credit Risk and Business Continuity Manager of Banco Supervielle, Permanent Invitee

Fernando Bodasiuk

Financial Risks Manager of Banco Supervielle, Permanent Invitee

the Committee

 

Credit House Limit Committee

The Credit House Limitcredit house limit committee is composed of at least three members of our Board of Directors, one of whom is the Chairman of the Board. The CEO of the Bank, the CCRO andCCO, the Bank’s heads of RetailPersonal and Business Banking, and/or Corporate Banking and/or Global Markets,and Treasury and Trading Desk, are also members. The CCROCCO acts as chairmansecretary of the committee.

The Credit House Limit Committeecredit house limit committee is the highest authority in our and our subsidiaries’ credit risk decision-making structure with respect to assessing situations in which any credit approval limit is exceeded.

Our Credit House Limitcredit house limit committee performs the following functions:

·                  Approves credit policies and each of our subsidiaries’ credit approval limits.

·                  Reviews and establishes credit risk limits for our subsidiaries relating to facilities, duration, guarantees, special circumstances and environmental risks in connection with financing projects.

·                  Confirms
·approves credit policies and each of our subsidiaries’ credit approval limits.
·reviews and establishes credit risk limits for our subsidiaries relating to facilities, duration, guarantees, special circumstances and environmental risks in connection with financing projects.
·confirms the credit policies approved by the Board of Directors of each of our subsidiaries.
·oversees the performance of each of our subsidiaries’ credit committees.

The following table sets forth the members of the credit house limit committee.

Name

Position

Julio Patricio SupervielleChairman of the Board
Jorge Oscar RamírezDirector and CEO
Emérico Alejandro StengelDirector
Pablo Di SalvoChief Credit Officer (CCO), Secretary of the Committee

Ethics, Compliance and Corporate Governance Committee

The ethics, compliance and corporate governance committee is tasked with assisting the Board of Directors in adopting the best practices of eachgood corporate governance aimed at maximizing the growth capacity of our subsidiaries.Grupo Supervielle and its related companies and prevent the destruction of value. It also assists the Board of Directors in overseeing its Ethics and Compliance Program. Our ethics, compliance and corporate governance committee performs the following functions:

·prepares and submits to the Board of Directors for its approval the Corporate Governance, Ethics and Compliance Program, aiming to a progressive convergence towards the international standards of ethics, compliance and corporate governance;
·proposes to the Board of Directors the annual agenda and schedule for the execution of the Corporate Governance, Ethics and Compliance Program;
·defines policies and procedures related to ethics and compliance;
·promotes, follows-up and oversees the compliance with the Corporate Governance, Ethics and Compliance Program and informs the Board of Directors of any deviations that may occur and makes recommendations accordingly;
·takes knowledge of all applicable regulations and their impact within the Group’s practices;
·makes recommendations to the Board of Directors on the gradual and progressive adoption of the provisions set forth by the CNV and the Central Bank regarding corporate governance standards;
·takes knowledge of the recommendations of the Basel Committee accords and makes recommendations to the Board of Directors for their gradual and progressive adoption;
·submits to the Board of Directors an Annual Report of Compliance with the corporate governance objectives;
·reviews the results of the inspections carried out by the Central Bank and any other regulatory bodies and addresses the observations of the external auditors as regards ethics, compliance and corporate governance issues;
·reports to the Board of Directors on the general situation of the Corporate Governance, Ethics and Compliance Program as well as on incidents and complaints on a quarterly basis;
·proposes to the Board of Directors any changes to the terms of reference of the ethics, compliance and corporate governance committee in order to improve the execution of its objectives and functions;
·proposes policies and procedures to the Board of Directors for the assessment and self-evaluation of the Board and its members and of the board committees;
·proposes recommendations to the Board about its composition;
·defines policies and guidelines with regards to the Group’s related parties;

239 

·revises the terms of the Code of Ethics and of the Code of Corporate Governance on an yearly basis; and
·carries out any other acts within its competence, as may be requested by the Board of Directors.

The following table sets forth the members of the ethics, compliance and corporate governance committee.

Name

Position

Atilio Dell’Oro MainiDirector, Chairman of the Committee
Victoria PremrouIndependent Director
Moira AlmarCompliance Officer, Secretary of the Committee

 

·                  OverseesNomination and Remuneration Committee

The nominations and remuneration committee is tasked with assisting the Board of Directors in the following: (a) nomination of Directors and members of the senior management and their succession plans, (b) remuneration policy for the Board of Directors, members of the senior management and staff in general and (c) human resources policies, training and evaluation of staff performance (including the incentive and variable remuneration schemes).

The following table sets forth the members of each of our subsidiaries’ credit committees.the Nominations and Remuneration Committee.

Name

Position

Eduardo Pablo BraunDirector, Chairman of the Committee
Julio Patricio SupervielleChairman of the Board
Hugo Enrique Santiago BassoDirector,
Santiago Batlle

Chief Human Resources Officer, Secretary of the

Committee

 

A quorumDisclosure Committee

The disclosure committee is established when more than half ofresponsible for the committee’s members are present and requires the presence of the chairman of the committee and at least two directors. A quorum of the majority of members present at the assembly is required to make any decision, and each of the directors may veto such decision. In the case of a tie, our CEO will have the deciding vote.following tasks:

·supervise our system of controls and disclosure procedures to ensure that the information required to be made known to the public (directly or through regulatory bodies) is recorded, processed, summarized and reported accurately and in a timely manner;
·evaluate the effectiveness of disclosure controls and procedures to determine the need or desirability of making changes to those controls and procedures in relation to the preparation of the next periodic reports;
·review of any information related to a material fact that must be submitted to the Argentine Securities and Exchange Commission, Buenos Aires Stock Exchange, Mercado Abierto Electrónico S.A., Securities and Exchange Commission, New York Stock Exchange, the Argentine Central Bank, the Superintendency of Insurance, and any other regulatory body with which it interacts and which relates to (i) mandatory reports; (ii) press releases containing financial information, information on significant or material transactions; (iii) publication of relevant facts, (iv) oral communication and written correspondence for dissemination to shareholders and investors; and (v) any other relevant piece of information that should be communicated; and
·propose to the Board the policy for the management of confidential information and control its compliance, particularly that related to legal persons.

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The following table sets forth the members of the Credit House Limitdisclosure committee.

Name

Position

Julio Patricio Supervielle

Chairman of the Board

Jorge Oscar Ramírez

Director

Emérico Alejandro Stengel

Director

Nerio Peitiado

and CEO, of Banco Supervielle

Javier Martínez Huerga

Chairman of the Committee CCRO of Banco Supervielle

Germán Magnoni

Head of Corporate Banking of Banco Supervielle

Hernán Oliver

Head of Global Markets of Banco Supervielle

Beatriz de la Torre

Head of Retail Banking of Banco Supervielle

When the agenda for the meeting relates to policy, the Chief Risk Officer and Head of Credit Risk of Institutional Relations must join the committee as voting members.

Ethics, Compliance and Corporate Governance Committee

The ethics, compliance and corporate governance committee monitors the implementation and enforcement of the corporate governance code for Grupo Supervielle and its subsidiaries, and the execution of the Ethics and Compliance Program. The ethics, compliance and corporate governance committee makes sure that we and our subsidiaries comply with the guidelines established by the CNV Rules, the Capital Markets Law (Ley de Mercado de Capitales) and the Communication “A” 5201 of the Central Bank. Among its duties, the ethics, compliance and

corporate governance committee monitors the structure of our Board of Directors and committees and establishes the basic objectives that the Board of Directors and management must follow with respect to their activities and businesses.

The ethics, compliance and corporate governance committee periodically evaluates the operations and compliance levels of the Board of Directors and each of the existing committees, and may issue recommendations to improve efficiency. It also organizes annual training sessions with assistance from the Human Resources Manager. The ethics, compliance and corporate governance committee defines the policies and governing proceedings as to the Ethics and Compliance Program and is also in charge of engaging with local regulators (such as the CNV, Central Bank, ByMA, MAE and IGJ), international regulators and enforcing agencies, and ensuring compliance with each recommendation or proposal issued by them. The corporate governance committee also makes recommendations to our Board of Directors regarding how to comply with applicable guidelines established by the Basel accords.

The following table sets forth the members of the corporate governance committee.

Name

Position

Atilio Dell’Oro Maini

Director Chairman of the Committee

Laurence Nicole Mengin de Loyer

Independent Director

María Gabriela Macagni

Alejandra Naughton

Director

Chief Financial Officer (CFO)

José Luis Panero

Javier Conigliaro

Chief OperatingRisk Officer (COO)

(CRO)

Moira Almar

Compliance Officer

Sergio Gabai

Chief of Legal Affairs and AML Invitee Member

Javier Conigliaro

Sergio Vazquez

Chief Risk Officer (CRO), Invitee Member

Internal Audit

Leandro Conti

Head of Internal Audit of Banco Supervielle, Invitee Member

Human Resources Committee

The human resources committee approves and monitors our compensation policies. The committee helps create compensation policies and job performance evaluation systems.

Our human resources committee performs the following functions:

·                  brings to the Board of Directors proposals for nominations of the directors of Group Supervielle and its subsidiaries and all other officials that the Board of Directors appoints;

·                  proposes to the Board of Directors compensation policies for the directors;

·                  carries out an annual report regarding director compensation policies and submits its conclusions and recommendations to the Board of Directors;

·                  gathers information about the periodic evaluations of the staff of Group Supervielle and its subsidiaries;

·                  determines the search method for directors, whether through a third party from an external consulting firm that specializes in human resources or directly; and

·                  approves any external consulting firm that specializes in human resources.

The following table sets forth the members of the human resources committee.

Name

Position

Julio Patricio Supervielle

Chairman of the Board, Chairman of the Committee

Richard Guy Gluzman

Director

María Gabriela Macagni

Director

Jorge Luis Mocetti

Director

Santiago Batlle

Chief Human Resources Officer, Secretary of the Committee, Permanent Invitee

Disclosure Committee

The disclosure committee is responsible for the following tasks:

·                  supervise our system of controls and disclosure procedures to ensure (i) that the information required to be made known to the public (directly or through regulatory bodies) is recorded, processed, summarized and reported accurately and in a timely manner.

·                  evaluate the effectiveness of disclosure controls and procedures to determine the need or desirability of making changes to those controls and procedures in relation to the preparation of the next periodic reports.

·                  review of any information related to a material fact that must be submitted to the Argentine Securities and Exchange Commission, Buenos Aires Stock Exchange, Mercado Abierto Electrónico S.A., Securities and Exchange Commission, New York Stock Exchange, the Argentine Central Bank, the Superintendency of Insurance, and any other regulatory body with which it interacts and which relates to (i) mandatory reports; (ii) press release containing financial information, information on significant or material transactions; (iii) publication of relevant facts, (iv) oral communication and written correspondence for dissemination to shareholders and investors; and (v) any other relevant piece of information that should be communicated.

·                  propose to the Board the policy for the management of confidential information and control its compliance, particularly that related to legal persons.

The following table sets forth the members of the disclosure committee.

Name

Position

Jorge Oscar Ramírez

Director, Chairman of the Committee

Laurence Nicole Mengin de Loyer

Director

Atilio Dell’Oro Maini

Director

José Luis Panero

Chief Operating Officer (COO)

Alejandra Naughton

Chief Financial Officer (CFO)

Javier Conigliaro

Chief Risk Officer (CRO)

Sergio Gabai

Chief of Legal Affairs and AML

Ana Bartesaghi

Treasurer and Investor Relations Officer (IRO),
Secretary of the Committee

Leandro Conti

Head of Internal Audit of Banco Supervielle

Mariano Biglia

Head of Accountancy of Banco Supervielle

 

Banco Supervielle S.A.’s Board of Directors

Our main subsidiary, the Bank, is managed by its Board of Directors, which is currently comprised of sevenfive members. As of the date of this annual report, 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 nine directors, and appoint an equal or lesser number of alternate directors. Any director so appointed will serve for two years. The elections of the Bank’s Board of Directors are staggered. As of the date of this annual report, one half of the members of the Bank’s Board of Directors are elected each year. While directors generally serve two-year terms, in the event of an increase or decrease in the number of directors serving on the Bank’s board, the shareholders’ are authorized to appoint directors for a period of less than two years. Directors may be reelected and will remain on their duties until their replacements take their positions.

On July 19, 2010, the Board of Directors approved a revised version of theThe Bank’s corporate governance model which contains most of the recommendations made by the Central Bank and CNV regarding corporate governance.

Such model provides guidelines regarding decision-making by our Board of Directors, as well as certain guidelines for the committees reporting to the Board of Directors. This corporate governance model may change in the future in consideration of the recommended guidelines in Communication “A” 5201, approved by the Central Bank on May 9, 2011. Among other things, the model incorporatesguidelines incorporate provisions to the Board of Directors’ regulations, such as:

·                  The Board of Directors shall meet on a monthly basis in order to discuss policies, strategic issues and business, and other customary issues such as provisions, budgetary divergences, portfolios, etc.

·                  The Board of Directors shall meet on a quarterly basis in order to analyze:  (i) operational risks and regulatory compliance, (ii) prevention of money laundering and financing of terrorism, (iii) auditing, (iv) information technology, (v) human resources, (vi) credit risks, and (vii) implementation of the Bank’s strategic plan.

·The Board of Directors shall meet on a monthly basis in order to discuss policies, strategic issues and business, and other customary issues such as provisions, budgetary divergences, portfolios, etc.
·The Board of Directors shall meet on a quarterly basis in order to analyze: (i) operational risks and regulatory compliance, (ii) prevention of money laundering and financing of terrorism, (iii) auditing, (iv) information technology, (v) human resources, (vi) credit risks, and (vii) implementation of the Bank’s strategic plan.

The following table sets forth information about the members of the Bank’s Board of Directors, which is currently comprised of seven members:

four authorized regular members and one alternate member:

Name

Title

Title

Year of Election to
the Board

Date of Expiration of
Term
(until the shareholders’
meeting that will
consider the
financial
statements as of)

Date of Birth

Julio Patricio Supervielle

Chairman of the Board

2005

2005

December 31, 2019

2021

December 13, 1956

Jorge Oscar Ramírez

Atilio Dell’Oro Maini

First Vice-Chairman of the Board

2011December 31, 2021February 13, 1956

241 

Name

Title

2016Year of Election to the Board

Date of Expiration of Term
(until the shareholders’
meeting that will consider the
financial statements as of)

December 31, 2019

June 26, 1961Date of Birth

Emérico Alejandro Stengel

Richard Guy Gluzman

Second Vice-Chairman of the Board

2019

2010

December 31, 2018

2020

December 17, 1962

July 11, 1953

Atilio Dell’Oro Maini

Hugo Enrique Santiago Basso

Director

Director

2019

2011

December 31, 2019

2020

February 13, 1956

December 3, 1979

José Luis Panero

Santiago Batlle

Alternate Director

Director

2017

2017

December 31, 2018

2020

December 29, 1964

Santiago Batlle

Alternate Director

2017

December 31, 2018

April 16, 1973

 

Appointed directors Messrs. Julio Patricio Supervielle, Atilio Dell’Oro Maini, Richard Guy Gluzman resigned from the position of Director and First Vice-Chairman of the Board on April 27, 2017.

All of the appointed directorsalternate director Mr. Santiago Batlle were approved to be members of the Board of Directors as required by Central Bank regulations, withwhereas the exceptionappointment of Mr. Hugo Enrique Santiago Batlle, whose designation as alternate directorBasso is pending authorization, in agreement with Communication “A” 6304 of the Central Bank.

In accordance with Section 11, Chapter III, Title II of the CNV Rules, all directors have the status of non-independent directors, with the exception of Carlos Martín Noel, who holdsdirectors.

Mr. Richard Guy Gluzman has the status of independent director.director pursuant to the Central Bank rules.

Set forth below is a brief biographical description of Carlos Martín Noel and Santiago Batlle.Richard Guy Gluzman. For biographical description of José Luis Panero, see “—Offices” and for biographical descriptions of the rest of the Bank’s directors, see “—Board of Directors.”

Santiago Enrique BatlleRichard Guy Gluzman was appointed Chief Human Resources Officer of Grupo Superviellehas a Law degree from Nanterre University in 2011. Previously,Paris and a master’s degree in Business Administration from 2007the ESSEC University in Paris. From 1978 to 20101995, he worked in France holding various managerial positions in several technological companies (Burroughs S.A., Digital Equipment Corporation, Wang S.A. and JBA S.A.). His career in Argentina started in 1995, when he joined Coming S.A. (France Telecom & Perez Companc Group) as General Manager until 1997. From 1997 through 1999, he served as Chief Human Resources Officera member of Globalstar S.A.’s Board of Directors. From 1998 through 2000, he was at Standard Bank. From 1997 through  2007, his career at Bank Boston climbed upthe helm of Diveo Broadband Networks S.A. as General Manager and then, from 2000 to Chief Human Resources Officer.  He has2006, he was a degree as an Attorney at Law from the Universidad Católica de La Plata, an MBA from IAE Business School and an Executive Degree in Strategy for Results from London Business School. He attended the HR Executive Program from Ross SchoolDirector of Business and obtainedPegasus Capital, a Human Resources Post Degree from the Universidad Argentina de la Empresa. He was appointed an alternate director of the Boards of Directors of Banco Supervielle and CCF. Such designations are pending of authorization by the Central Bank in agreement with Communication “A” 6304 of such regulator.

Carlos Martín Noel resigned to his positionprivate equity fund. In recent years he served as Director of the Board on April 19, 2018.boards of directors of Grupo Supervielle S.A., Banco Supervielle S.A., Cordial Compañía Financiera S.A., Tarjeta Automática S.A. and Sofital S.A.F. e I.I.

Banco Supervielle S.A.’s Senior Management

The Bank’s senior management is in charge of the implementation and execution of its overall short term and strategic objectives and reports to the CEO. The following table setstables set forth certain relevant information on the Bank’s current executive officers and its senior management as of the date of this annual report:

management:

Name

Position

Position

Date of Birth

Year of Appointment

Jorge Oscar RamírezCEOJune 26, 19612019
Emérico Alejandro StengelCOO and Deputy CEODecember 13, 19562019

Senior management that reports to the CEO:

Nerio PeitiadoName

Position

Chief Executive OfficerDate of Birth

January 12, 1965

2016Year of Appointment

Germán Magnoni

Head of Corporate Banking

September 24, 1969

2012

Beatriz Edith de la Torre

Head of Retail Banking

July 1, 1961

2016

Pablo Di Salvo

Chief Credit Officer

June 19, 1964

2017

Hernán Oliver

Head of Global Markets

June 2, 1973

2009

Alejandra Naughton

Chief Finance Officer

September 22, 1962

2012

Sergio Gabai

Chief of Legal Affairs and AML

April 26, 1967

2012
Santiago BatlleChief Human Resources OfficerApril 16, 19732011

242 

Name

Position

2012Date of Birth

Year of Appointment

Pablo Di SalvoChief Credit OfficerJune 19, 19642017
Hernán OliverHead of Treasury and Trading DeskJune 2, 19732009
Roberto García GuevaraHead of Capital Markets ans StructuringAugust 21, 19642018

Senior management that reports to the COO:

Javier ConigliaroName

Position

Date of Birth

Year of Appointment

Silvio MargariaHead of Personal and Business BankingNovember 12, 19712019
Esteban Juan PetracchiHead of Corporate BankingApril 11, 19702019
Germán MagnoniHead of Products and CommunicationSeptember 24, 19692012
Sergio MazzitelloChief Technology OfficerFebruary 21, 19652019
Esteban Nicolás D´AgostinoHead of Operations and Central ServicesJuly 8, 19722020
Romina Jacqueline RubarthHead of Customer Experience & Business IntelligenceFebruary 10, 19792019
Fernando Luis LavezzoHead of ProcessesFebruary 7, 19762019

Senior Management that report to the Board of Directors

Name

Position

Date of Birth

Year of Appointment

Javier ConigliaroChief Risk Officer

November 16, 1964

2016

2012

Marcelo Vivanco

Sergio Gustavo Vázquez

Chief Technology Officer & Operations

January 9, 1962

2016

Claudia Andretto

Chief of Central Services & Supply Management

May 8, 1960

2008

Leandro Conti

Head of Internal Audit

May 1, 1974

February 16, 1972

2007

2019

Santiago Batlle

Moira Almar

Regulatory Compliance Officer

Chief Human Resources Officer

December 6, 1968

April 16, 1973

2011

2017

 

Set forth below are brief biographical descriptions of the members of the Bank’s senior management.

Nerio Peitiado was appointed CEO of Banco Supervielle in 2016. He received a degree in Business and Administration from the Universidad de Buenos Aires and a Master’s degree in Business and Administration from the University of Texas. From 1994 through 1999 he was an associate at McKinsey & Co. From 1999 through 2004 he held the position of General Manager at Formatos Eficientes (EKI). From 2004 through 2005 he was General Manager at Valle de las Leñas. From 2005 to August 2009 he was General Director at Entertainment Depot. From 2009 to 2016, he was Head of Retail Banking of the Bank. As of the date of this annual report, he serves as Vice-Chairman of SAM and as an Alternate Director of Supervielle Seguros.

GermáHernán MagnoniOliver has been the Bank’s Head of Treasury and Trading Desk since May 2009. He holds a degree in Economics from the Universidad Católica Argentina as well as a Master’s degree in Finance from CEMA. In 1996 and 1997, he worked at Bank of America. From 1997 to 2002, he served as Finance Department Senior Trader at Banco General de Negocios. He then worked at Banco Finansur Finance Department until 2004, when he was hired as the Head of the Trading Desk at Banco Banex (at present Banco Supervielle). He has also been appointed as Alternate Director of Mercado Abierto Electrónico, the most important electronic securities and foreign currency trading market in Argentina.

Roberto García Guevarahas been the Head of Capital Markets and Structuring since April 2018. He is a public accountant graduated from the University of Buenos Aires. From 1992 to 1995 he worked at Baring Securities Argentina as a sales trader. From July 1995 to June 1998 he served as Head of Argentine Research at Caspian Securities Sociedad de Bolsa. Between July 1998 and November 2002 he worked at Merril Lynch S.A. Sociedad de Bolsa serving as Senior Country Analyst - First Vice President, covering Argentina and Chile, and Vice President of the Board. From 2003 to August 2007 he served as Head of Research of Raymond James Argentina. From September 2007 until 2009 he worked at UBS Pactual as Head of Southern Cone and Andean Equity Strategy & Research. Between 2010 and 2012 he worked at AR Partners (formerly Raymond James Argentina) as Head of Research and then between 2015 and March 2018 as Head of Corporate Finance.

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Silvio Margaria joined the Bank in October 2016 and in April 2019, was appointed as Head of Personal and Business Banking. He has more than 25 years of experience in the financial industry. Before joining Supervielle, he was responsible for banking companies at Banco Macro S.A. from 2011 to 2016. Previously, he held several managerial positions overseeing nationwide retail banking networks, as well as corporate banking at international banks such as BankBoston, N.A. (from 1994 to 2007) and Standard Bank S.A. (from 2007 to 2011). He holds a Law degree from Universidad Catolica Argentina and attended the Executive Development Program of the Universidad Austral Business School.

Esteban Petracchi has been the Head of Corporate Banking since 2012.April 2019. Since 2004 and until April 2019, he had served as the Medium and Large Companies Banking Manager and as Leasing and Payroll Manager. He holds a degree in Business Administration from the Universidad del Salvador and has more than 26 years of experience in renowned financial institutions: Bank of New York, European Bank for Latin America and Societé Générale Argentina, having joined Banco Supervielle in 2003.

Germán Magnoni has been the Bank’s Head of Products and Communication since April 2019. Since 2012 and until April 2019, he served as the Bank’s Head of Corporate Banking. He graduated as a Public Accountant at the Universidad de Morón. He holds a Master’s degree in Business Administration from CEMA. He took part of the Banking Management Program at UTDT and the Advanced Management Program at IAE. He was in charge of the Leasing Department at Banco Supervielle until 2012. At Societé Générale Argentina he led the office of Large Corporations and Fiduciary Business. Before that, he worked for seven years in Corporate Sales at Banco Río (Santander).

Beatriz de la Torre Fernando Lavezzohas been Headthe Process and Project Manager since April 2019. He is a Public Accountant graduated from the University of Retail Banking since November 2016. She has over 30 years of industry experience. Prior to her appointment, she served as Senior Advisor for Banco de la Nación Argentina. Previously, she was Head of Retail Banking at Itaú Argentina from 2009 to 2015. She was also Retail Banking Manager at Standard Bank Argentina, formerly Bank Boston, from 2005 to 2009Buenos Aires and held several Retail Banking and Technology Managerial positions at BankBoston and Deutsche Bank. She holds a degree in systems from Universidad Tecnológica Nacional and attendedcompleted the Executive DevelopmentTraining Program at Universidad Austral University Business School. SheHe has over 30more than 24 years of experience in the financial services industry.

Before joining Banco Supervielle, he led process reengineering projects at Banco Galicia. He joined Banco Supervielle in 2003 in the Organization and Methods area where he led important projects for the retail and wholesale business. He held various positions in the Operations area, managing the Special Projects team from 2015 to 2018.

Hernán OliverJacqueline Rubarthhas led the Customer Experience and Business Intelligence team since April 2019. She joined the Bank in January 2013 as Commercial Leader in the Medium and Large Business team and in February 2016 she was appointed Business Intelligence and Business Banking Planning Manager. She has more than 23 years of experience in the financial industry with a trajectory mostly carried out in the commercial line, always with focus in customer service. Before joining Supervielle, she spent 2 years as Corporate Commercial Executive at Banco Galicia and previously 14 years at BBVA, developing in the Corporate Banking and Investment Banking areas. She has a degree in Capital Markets from the Universidad del Salvador and attended the Management Development Program at Austral Business School.

Fernando Lavezzohas been the Bank’s Head of Global MarketsProcess and Project Manager since May 2009.April 2019. He holdsis a degree in Economics from the Universidad Católica Argentina as well as a Master’s degree in Finance from CEMA. Over the 1996 - 1997 period, he worked at Bank of America. From 1997 to 2002, he served as Finance Department Senior Trader at Banco General de Negocios. He then worked at Banco Finansur Finance Department until 2004, when he was hired as the Head of the Trading Desk at Banco Banex (at present Banco Supervielle). He has also been appointed as Alternate Director of Mercado Abierto Electrónico, the most important electronic securities and foreign currency trading market in Argentina.

Leandro Conti has been the Bank’s Head of Internal Audit since September 2007. HePublic Accountant graduated from the Universidad Nacional de La Plata as a Public AccountantUniversity of Buenos Aires and attendedcompleted the Advanced ManagementExecutive Training Program at Austral University Business School. He has more than 24 years of experience in the IAE Business School andfinancial industry. Before joining Banco Supervielle, he also holds the CIA (Certified Internal Auditor) certification conferred by the Institute of Internal Auditors. In the period 1997 through 2006, his career progressed at Price Waterhouse and Co. S.R.L up to the Audit Manager position. From 2006 to 2007, he held the position of Audit Managerled process reengineering projects at Banco Santa Cruz S.A.Galicia. He joined Banco Supervielle in 2003 in the Organization and Methods area where he led important projects for the retail and wholesale business. He held various positions in the Operations area, managing the Special Projects team from 2015 to 2018.

For the biography of Mr. Jorge Oscar Ramirez and Mr. Emérico Alejandro Stengel, see “—Board of Directors.”

For the biographies of Mr. Pablo Di Salvo, Ms. Alejandra Naughton, Mr. Sergio Gabai, Mr. Pablo Di Salvo, Mr. Santiago Enrique Batlle, Mr. Javier Conigliaro, Mr. Sergio Gustavo Vázquez, Ms. Moira Almar, Mr. Esteban Nicolás D’Agostino and Mr. Marcelo Vivanco and Ms. Claudia Andretto. SeeSergio Mazzitello, see “—Officers.”

Committees Reporting to Banco Supervielle S.A.’s Board of Directors

In accordance with Central Bank regulations, the Bank has several committees under the supervision of our Board of Directors:committees: the Audit Committee (Communication “A” 2525), the Information Technology Committee (Communication “A” 4609) and the Committee on Control and Prevention of Money Laundering and Financing of Terrorism (Communications “A” 4363 and “A” 4459). In addition, the Bank also has a Risk Management Committee. Each of the Bank’s Board committees has its own code of regulation.internal charter. Each committee must report to the Board on a periodical basis and submit an annual report.

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Banco Supervielle S.A.’s Audit Committee

The audit committee is formed by at least two members of the Bank’s Board of Directors and its internal audit manager. The Board of Directors appoints the members of the audit committee for a term of two or three years. The CEO is invited to attend the meetings.

The audit committee is responsible for assisting the Board of Directors in the supervision of the consolidated financial statements, controlling compliance with policies, processes, procedures and rules set forth for each of the Bank’s business areas and for evaluating and approving the corrective measures proposed by the internal audit area.

The following table sets forth the members of the audit committee:

Name

Position

Jorge Ramirez

Chairman

Emérico Alejandro Stengel

Director

Leandro Conti

Member - Secretary

Richard Guy Gluzman

Permanent Guest

Director, Chairman of the Committee

Maria Gabriela Macagni

Julio Patricio Supervielle

Permanent Guest

Chairman of the Board

Laurence Nicole Mengin de Loyer

Sergio Vazquez

Permanent Guest

Internal Audit, Secretary of the Committee

 

Banco Supervielle S.A.’s Information Technology Committee

The Information Technology Committeeinformation technology committee is formed by nine members,at least one Director appointed by the Board of Directors. This committee must have among its members at least one directorDirectors, the Chief Technology Officer, the CEO, the COO, the CRO, the Head of Technology Infrastructure, the Head of Innovation and Channel Development, the Head of Central Systems, the Head of Information Security and the Head of Information Technology and Operations. The following table sets forth the members of the Information Technology Committee.

IT Governance.

The information technology committee is responsible, among other things, for the following activities: (i) controlling the adequate operation of the information technology environmentenvironment; (ii) contributing to the effectiveness of the information technology environment; (iii) considering the information technology and its efficiency; (ii)information security plans and submitting them for the approval of the Board of Directors; (iv) taking notice of the information technology and systems planplans and reviewing it; (iii)them; (v) periodically evaluating such plan and the level of compliance with it; (iv)(vi) reviewing audit reports related to information technology;technology and (v)the relevant action plans to overcome any issues or weaknesses arisen from them; (vii) maintaining an adequate dialogue with the external auditing division of the Superintendency:Superintendency; (viii) taking knowledge and comply with of all applicable regulation of the Central Bank and other regulatory bodies; (ix) taking knowledge and approving the resources for the management of the systems contingency plan; (x) taking knowledge of the new projects within the committee’s competence and managing the priorities of each of them; (xi) taking knowledge of deviations in relation to the projects assigned to the Information Technology and Information Security teams; (xii) overseeing the financial budget of Information Technology; and (xiii) approving policies, standards, and any procedure related to Information Technology.

The following table sets forth the members of the Information Technology Committee.

Name

Position

Julio Patricio Supervielle

Richard Guy Gluzman

Director, Chairman

of the Committee

Nerio Peitiado

Sergio Mazzitello

Member

Chief Technology Officer, member and Secretary of the Committee

Leandro Conti

Jorge Ramírez

Member

CEO

Marcelo Vivanco

Alejandro Stengel

Member

Fabián Romero

Member

COO and Deputy CEO

Marcelo Talamona

Javier Conigliaro

Member

Federico Casuscelli

Member

Gabriel Grande

Member

CRO

Esteban Lus Bietti

Member

Head of Technology Infrastructure

Richard Guy GluzmanMarcelo Talamona

Permanent Guest

Head of Innovation and Channel Development

Julieta MontesEduardo Peralta

Head of Central Systems

Diego Esteve

Head of Information Security

GuestFederico Cassucelli

Head of IT Governance

 


Banco Supervielle S.A.’s Committee on the Control and Prevention of Money Laundering and Financing of Terrorism

The committee on the control and prevention of money laundering and financing of terrorism is formed by six members,at least two directors (one of which are permanent guests.whom will chair the committee and will act as Corporate Compliance Officer with the Financial Intelligence Unit and another that will act as Alternate Compliance Officer with the Financial Intelligence Unit) and the Head of AML, who will act as Secretary. The Board of Directors appoints the members of the control and prevention of money laundering and financing of terrorism committee for a minimum term of 2 or 3two years and a maximum of three years.

The committee on the control and prevention of money laundering and financing of terrorism analyzeshas to: (i) consider the Bank’s general strategies and policies in the area of money laundering prevention designed by the Senior Management and submit them for Board of Directors’ approval; (ii) approve the internal procedures necessary to ensure effectiveness and compliance with the regulations and policies in force, promote their implementation and control their performance; (iii) take knowledge of the amendment to applicable regulations and ensure that the updates of internal policies and strategies with respectprocedures manuals are timely carried out; (iv) ensure the adoption of a formal and permanent and up-to-date training program for the personnel; (v) have an understanding in the consideration and survey of the best market practices related to control andthe prevention of money laundering and financing of terrorism developedand promote their application in the Bank; (vi) analyze the reports of unusual operations raised by the senior managementAML Department or any other Bank officer and, submits such policiessubject to legal advise, arrange for their report with the relevant authorities; (vii) take knowledge of and strategies, togetherpromote compliance with its recommendations,the corrective measures that have arisen as a result of the external and internal audit reports related to the prevention of money laundering and terrorism financing; (viii) appoint the Head of Prevention of Money Laundering and Terrorism Financing with the concurrence of the Board of Directors in order to get its approval. In addition, this committee is responsibleDirectors; (ix) inform the control authorities about the removal or resignation of the Corporate Compliance Officer before the FIU within 15 business days of the occurrence, stating the relevant causes of such removal or resignation; (x) coordinate with Internal Audit for the applicationperiodic implementation of external audits carried out by recognized firms specialized in the general policies and strategies approved by the Board of Directors, approving the internal procedures necessary to assurefield; (xi) ensure due compliance with the legal frameworkreporting duties to the competent authorities; and policies effective over such areas, promoting(xii) carry out all those functions as may be established by the implementation of such policiesCentral Bank and controlling compliance.

the FIU from time to time..

The following table sets forth certain relevant information on the members of the committee on control and prevention of money laundering and financing of terrorism:

Name

Position

Emérico Alejandro Stengel

Director

Atilio Dell’Oro Maini

Director,

Chairman of the Committee

Nerio Peitiado

Richard Guy Gluzman

Member

Director

Sergio Gabai

Member

Juan Cuccia

Member – Head of AML – Secretary

Pablo Schweitzer

Assistant Secretary

 

Banco Supervielle S.A.’s Risk Management Committee

The Risk Management Committee sets forth policies and limits to financial risks (including market risk, credit risk, liquidity risk, interest rate risk, exchange risk and other risks) and submits to the Board of Directors the appropriate proposals. Furthermore, this committee supervises the degree of correlation between the risks assumed and the risk profile set forth by the Board of Directors, and analyzes and approves investment and funding policies.

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The following table sets forth the members of the Risk Management Committee:

Name

Position

Julio Patricio Supervielle

Chairman

of the Board, Chairman of the Committee

Richard Guy Gluzman

Director
Jorge Ramírez

Member

CEO

Emérico Alejandro Stengel

Member

Deputy CEO and COO

Nerio Peitiado

Member

Pablo Di Salvo

Chief Credit Officer, Member

Alejandra Naughton

CFO, Member

Hernán Oliver

Head of Finance, Member

Javier Conigliaro

CRO, Member Secretary

Sabrina Roiter

Head of Credit Risk and Stress Tests, Member

Fernando Bodasiuk

Head of Financial Risks, Member

Laurence Loyer

Permanent Guest

Juan Lombardini

Permanent Guest

Ana Bartesaghi

Permanent Guest

Leandro Conti

Permanent Guest

 

Banco Supervielle S.A.’s Credit Committee

The Bank’s credit committee is formed by two directors and the Bank’s CEO, Chief Credit Officer, the Head of Corporate Banking and certain Corporate Banking Officers. The Chairman of the Risk Committee of Grupo Supervielle is a permanent invitee to their meetings.

Banco Supervielle S.A.’s other management committees

The Bank has other management committees, such as the Executive Committee, formed by the CEO and the Senior managers, the Assets and Liabilities Committee, the Retail Banking Credit Committee and the Operational and Reputational Risk Committee.

Management of Our Other Subsidiaries

The senior management of our other subsidiaries is in charge of the implementation and execution of those subsidiaries’ overall short-term and strategic objectives and reports to the respective CEOs of those companies. The CEO of CCF, Tarjeta, Espacio Cordial and TarjetaMila is Carlos Depalo,Juan Martin Monteverdi, the CEO of SAM is Guillermo Guichandut, the CEO of Supervielle Seguros is Diego Squartini, the CEO ofInvertirOnline is José Vignoli, and the CEO of Espacio CordialBolsillo Digital is Juan Martin Monteverdi.

Hernán Villegas.

Set forth below are brief biographical descriptions of the CEOs of our other subsidiaries.

Carlos Depalo Juan Martin Monteverdi has been responsible of the consumer finance units of Grupo Supervielle since August 2018. He has been Chief Executive Officer Cordial Servicios since April 2014 and Chief Executive Officer of CCFCordial Compañía Financiera, Tarjeta Automática and Mila since 2011.September 2018. He graduated fromstudied Business Management at the Universidad Nacional de Buenos Aires as a Public AccountantQuilmes and attended the Advancedtook courses in Management, ProgramLeadership and Sales at The IAE Business School. Between 2004School and Universidad Austral. From June 2011 to April 2014 he worked at GE Money (General Electric) serving as Sales & Marketing Director. During 2004 he heldwas the position of Alternative ChannelsBranch Network Manager at Banco Comafi.Supervielle. From 2001July 2009 to 2003,July 2011 he served as Business Planningwas Territorial Manager at Orígenes AFJP. From 1996 to 2001for Retail Banking and since 2006 he held Business Managementseveral managerial positions also at Banco Río (Santander).

Supervielle.

Guillermo Guichandut has served as CEO of SAM since 2005. He received a degree in public accounting from Universidad Nacional de la Plata, and has completed a masters in Banking Management at the Universidad del CEMA. He is currently an Adjunct Professor of financial mathematics in the Economics department of the Universidad Nacional de la Plata. He is a member of the Executive Committee of the Argentine Chamber of Mutual Funds and President of its Communication Commission. Mr. Guichandut has vast experience in the financial sector, having worked at Bank of Boston and Banco Société Générale Argentina until his appointment as General Manager at SAM in 2005.

Diego Squartini has been Chief Executive Officer of Supervielle Seguros since 2013. He obtained a degree in Economics and a Master’s degree in Business Management from Universidad Nacional de Cuyo. He also attended the Leadership Program at Universidad Austral. From 2010 to 2013, he served as Regional Manager at Banco Supervielle. From 2004 to 2010 he was the Financial Manager at Banco Regional de Cuyo. From 2000 to 2004, he worked as Corporate Business Manager and from 1995 to 2000 as Branch Manager, also at Banco Regional de Cuyo.

247 

Juan Martin MonteverdiJosé Vignoli has been the Chief Executive Officer of Cordial ServiciosInvertirOnline SA ALyC since April 2014. He studiedhold a degree in Business Administration from the University of Tucumán and a Master’s Degree in Finance from the University Torcuato Di Tella. He also attended a Management at the Universidad Nacional de Quilmes and took courses in Management, Leadership and SalesDevelopment Program at IAE Business School in 2012. Between 2004 and Universidad Austral. From June 2011 to April 2014, he was the Branch Network Manager at Banco Supervielle. From July 2009 to July 2011 he was the Territorial Manager for Retail Banking and since 2006 he held several managerial positions also at InvertirOnline.com, where he served as Administration, Finance and Operations Manager and COO. Previously, he held positions in the Audit area of PricewaterhouseCoopers in Buenos Aires, providing services to local and multinational firms.

Hernán Villegas is Chief Executive Officer of Bolsillo Digital SAU since December 2019. He joined Banco Supervielle.

EmployeesSupervielle in December 2014 as Marketing Manager and in January 2017 he was appointed Head of Payroll Sales & Sales Alliances, leading the main customer acquisition channel of retail banking. In 2019, as Tribe Product Owner of our Digital Transformation Program, he led several Agile teams to develop digital onboarding for retail banking. He holds a degree in Economics from the University of Buenos Aires, a Master degree in Business Administration from St. Andrew´s Business School and has more than 15 years of experience in banking and consulting industries.

Employees

We had 5,3205,019 employees atas of December 31, 2017, 4,9822019, 5,253 employees atas of December 31, 20162018, and 4,8435,236 employees atas of December 31, 2016.2017.

At the holding company we had 9 employees as of December 31, 2019, 12 employees as of December 31, 2018, and 10 employees at December 31, 2017 and 6 employees at2017. As of December 31, 20162019, 2018 and 6 employees at December 31, 2015. At December 31, 2017 2016 and 2015 the Bank had 3,835, 3,5223,813, 3,936 and 3,3983,751 employees, respectively. AtAs of December 31, 2017, 65.8%2019, 70.6% of the Bank’s employees were members of a national union in which membership is optional. The Bank has not experienced any significant conflicts with this union.

All management positions in the Bank are held by non-union employees. AtAs of December 31, 2017,2019, the Bank’s employees were under collective bargaining agreement No. 18/75, which regulates labor contracts of financial entities, while the Bank’s managers were covered by general contractual labor laws. However, senior management, as is the case for all other banks in Argentina, is not under a union’s supervision with respect to remuneration and other labor conditions and follows the applicable regulation in this respect.

The Bank currently does not maintain any pension or retirement program for its employees. In order to incentivize the performance of its employees, the Bank implemented several incentive payment plans for its employees linked to performance and results.

AtAs of December 31, 2017, 20162019, 2018 and 2015,2017, CCF had 501, 703446, 346 and 701501 employees, respectively. At December 31, 2017, 42.3%2019, 42.7% of CCF’s employees were under the collective bargaining agreementConvenio Colectivo de Empleados de Comercio No.130/75(Convenio de Comercio), which regulates labor contracts of non-banking, financial institutions. The remaining 57.7%52.3% of employees, all managers and some senior analysts, were covered only by general contractual labor laws. In addition, atas of December 31, 2017, 0.6%2019, none of CCF’s employees were members of the Commerce Employees Union (Sindicato de Empleados de Comercio).

At As of December 31, 2017, 20162019, 2018 and 2015,2017, Tarjeta had 739, 487396, 538 and 479739 employees, respectively. AtAs of December 31, 2017, 92.3%2019, 95% of Tarjeta’s employees were under the collective bargaining agreementConvenio Colectivo de Empleados de Comercio No.130/75(Convenio de Comercio). The remaining 7.7%5.0% of employees, all managers and some senior analysts, were covered by general contractual labor laws.

At As of December 31, 2019, 2018 and 2017, Espacio Cordial had 119, 125 and 2016132 employees, respectively. As of December 31, 2019, 100% of Espacio Cordial’s employees were under the collective bargaining agreement No. 18/75, which regulates labor contracts of financial entities, including the Bank’s. In addition, as of December 31, 2019, 77% of Espacio Cordial’s employees were union members.

As of December 31, 2019, MILA had 32 employees. As of December 31, 2019, 56% of MILA’s employees were under the collective bargaining agreementConvenio Colectivo de Empleados de Comercio No.130/75 (Convenio de Comercio). The remaining 44% of employees were covered by general contractual labor laws.

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As of December 31, 2019, 2018 and 2017, SAM had 12 employees and 11 in December 31, 2015.employees. Employees of SAM are not unionized and are covered only by general contractual labor laws. SAM currently does not maintain any pension or retirement program for its employees. SAM incentivizes employee performance through several incentive payment plans linked to performance and results.

At As of December 31, 2017, 2016 and 2015, Espacio Cordial had 132, 120 and 113 employees, respectively. At December 31, 2017, 100% of Espacio Cordial’s employees were under the collective bargaining agreement No. 18/75, which regulates labor contracts of financial entities, including the Bank’s. In addition, at December 31, 2017, 68.9% of Espacio Cordial’s employees were union members.

At December 31, 2017,2019, Supervielle Seguros had 91122 employees. AtAs of December 31, 2017, 12 out of 912019, 10% of its employees were union members from theSindicato del Seguro de la República Argentina. At December 31, 2017, 89 out2019, 100% of 91its employees were under the collective bargaining agreement No. 264/95Convenio Colectivo de Empleados de Seguros y Reaseguros.

Grupo Supervielle has grown significantly since 2001. As of December 31, 2017, Grupo Supervielle2019, InvertirOnline S.A.U. and Invertironline.com Argentina S.A.U. had 5,32055 and 15 employees, as compared torespectively. As of December 31, 2001, when the Bank (operating2019, 29.7% of InvertirOnline S.A.U. employees were under the name Banco San Luis S.A., Banco Comecial Minorista) had 515 employees.

collective bargaining agreementCompensationConvenio Colectivo de Empleados de Comercio No.130/75 (Convenio de Comercio). Employees of InvertirOnline S.A.U. and Invertironline.com are not unionized and are covered only by general contractual labor laws.

Compensation

Labor relations in Argentina are governed by specific legislation, such as labor Law No. 20,744 and Collective Bargaining Law No. 14,250, which, among other things, dictate how salary and other labor negotiations are to be conducted. Every industrial or commercial activity is regulated by a specific collective bargaining agreement that groups together companies according to industry sectors and by trade unions. While the process of negotiation is standardized, each chamber of industrial or commercial activity negotiates the increases of salaries and labor benefits with the relevant trade union of such commercial or industrial activity. In the banking sector, salaries are established on an annual basis through negotiations between the chambers that represent the banks and the banking employees’ trade union. The National Labor Ministry mediates between the parties and ultimately approves the annual salary increase to be applied in the banking activity. Parties are bound by the final decision once it is approved by the labor authority and must observe the established salary increases for all employees that are represented by the banking union and to whom the collective bargaining agreement applies.

For the past ten years, negotiations have taken place during the first half of the year.

In addition, each company is entitled, regardless of union-negotiated mandatory salary increases, to give its employees additional merit increases or variable compensation schemes.

Item 7.Shareholders and Related Party Transactions

Item 7.A.Major Shareholders
Item 7Shareholders and Related Party Transactions

Item 7.AMajor Shareholders

As of April 24, 2018,28, 2020, we had 456,722,322 outstanding shares of common stock, consisting of 126,738,18861,738,188 Class A shares and 329,984,134394,984,134 Class B shares, all with a par value of Ps.1.00 per share. Each share of our common stock represents the same economic interests, except that 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. As of MarchApril 28, 2018,2020, we had approximately 5,56013,600 holders of record of our shares.

The table below sets forth information concerning the ownership of our Class A and Class B shares as of April 26, 2018.28, 2020. We are not aware of any other shareholder or holder of ADSs that beneficially owns 5.0% or more of any voting class of our securities.

Shareholder
Name

 

Class A
Shares 5
votes

 

Class B Shares 1
Vote

 

Total Shares

 

Percentage
of Capital
Stock

 

Total Votes

 

Percentage
of Votes

 

 Class A
Shares 5
votes
 Class B
Shares 1
Vote
 Total Shares Percentage of
Capital Stock
 Total Votes Percentage of
Votes

Julio Patricio Supervielle

 

126,738,188

 

37,030,422

 

163,768,610

 

35.85737

%

670,721,362

 

69.60036

%

 61,738,188  98,684,713(*) 160,422,901  35.124822%  407,375,653  57.89258% 

Capital World Investors(1)

 

 

26,397,070

 

26,397,070

 

5.77968

%

26,397,070

 

2.73921

%

Other

 

 

266,556,642

 

266,556,642

 

58.36295

%

266,556,642

 

27.66043

%

   296,299,421  296,299,421  64.875178%  296,299,421  42.10742% 

Total:

 

126,738,188

 

329,984,134

 

456,722,322

 

100.00

%

963,675,074

 

100.000

%

 61,738,188  394,984,134  456,722,322  100.00%  703,675,074  100.000% 

 


(*)Includes: (i) 124,713 Class B shares of common stock of the Company, par value Pesos 1.00 per share, (ii) 98,560,000 Class B shares represented by 19,712,000 ADSs.

(1) Based on a Schedule 13G filed by Capital World Investors on February 8, 2018. Held in the form of ADSs.249 

An in-kind capital contribution by Mr. Julio Patricio Supervielle of 7,672,412 non-endorsable ordinary registered shares of Sofital S.A.F. e I.I. to Grupo Supervielle was approved at a shareholders’ meeting of Grupo Supervielle dated April 27, 2017. The capitalization of such capital contribution was approved by the CNV and registered by the IGJ on February 28, 2018.

 

As of April 20, 2018,16, 2020, we have identified 4334 record holders of our ADSs (each representing the right to receive five Class B shares) in the United States, and no record holders of our Class B shares in the United States. The record holders of our ADSs located in the United States, in the aggregate, held, as of April 20, 201828, 2020 approximately 53.26.4 million of our ADSs, representing approximately 94.5%10.3% of our ADSs and 80.6%8.2% of our Class B shares.

Share Ownership of Banco Supervielle S.A.

As of April 24 2018,28, 2020, the Bank had 744,386,351829,863,871 outstanding shares of common stock, consisting of 930,371 Class A shares and 743,455,980828,633,500 Class B shares, all with a par value of Ps.1.00 per share. Each share of the Bank’s common stock represents the same economic interests, except that holders of its Class A shares are entitled to five votes per share and holders of Class B shares are entitled to one vote per share.

The following table sets forth information regarding the ownership of the Bank’s Class A and Class B shares as of April 24, 2018:28, 2020:

Shareholder Name

 

Class A
Shares
5 votes

 

Class B
Shares
1 Vote

 

Total Shares

 

Percentage
of Capital
Stock(1)

 

Total Votes

 

Percentage
of Votes

 

 Class A
Shares
5 votes
 Class B
Shares 1
Vote
 Total Shares Percentage of Capital Stock Total Votes Percentage
of Votes

Grupo Supervielle S.A.(2)

 

830,698

 

719,516,097

 

720,346,795

 

96.77

%

723,669,587

 

96.73

%

 830,698  804,702,309  805,533,007  97.103%  808,855,799  97,068% 

Sofital S.A.F.e.I.I.(3)(1)

 

49.667

 

23,131,588

 

23,181,255

 

3.11

%

23,379,923

 

3.13

%

 49,667  23,131,588  23,181,255  2.7944%  23,379,923  2.806% 

Other Shareholders

 

50,006

 

808,295

 

858,301

 

0.12

%

1,058,325

 

0.14

%

 50,006  799,603  849,609  0.1024%  1,049,633  0.126% 

Total:

 

930,371

 

743,455,980

 

744,386,351

 

100

%

748,107,835

 

100

%

 930,371  828,633,500  829,563,871  100%  833,285,355  100% 

 


(1)                                 Percentages in the chart have been adjusted by rounding. It is possible that such percentages do not represent arithmetic aggregations of the figures used for its calculation.

(2)                                 Grupo Supervielle is a financial services holding company organized under the laws of Argentina of which Julio Patricio Supervielle owns 35.86% of the capital stock, with a 69.60% of total voting rights.

(3)                                 Sofital is a corporation organized under the laws of Argentina of which Grupo Supervielle owns 96.8% and Espacio Cordial owns 3.2%.

Item 7.BRelated Party Transactions

(1)Sofital is a corporation organized under the laws of Argentina of which Grupo Supervielle owns 96.8% and Espacio Cordial owns 3.2%.

Item 7.BRelated Party Transactions

Other than as set forth below, we are not a party to any material transactions with, and have not made any loans to any (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by us; (ii) associates (i.e., an unconsolidated enterprise in which we have a significant influence or which has significant influence over us); (iii) individuals owning, directly or indirectly, an interest in our voting power that gives them significant influence over us, as applicable, and close members of any such individual’s family (i.e., those family members that may be expected to influence, or be influenced by, that person in their dealings with us, as applicable); (iv) key management personnel (i.e., persons that have authority and responsibility for planning, directing and controlling our activities, including directors and senior management of companies and close members of such individual’s family); or (v) enterprises in which a substantial interest is owned, directly or indirectly, by any person described in (iii) or (iv) over which such a person is able to exercise significant influence nor are there any proposed transactions with such persons. For purposes of this paragraph, this includes enterprises owned by our directors or major shareholders that have a member of key management in common with us, as applicable. In addition, “significant influence” means the power to participate in the financial and operating policy decisions of the enterprise, but means less than control. Shareholders beneficially owning a 10% interest in our voting power are presumed to have a significant influence on us.

Management Services

To the extent that there are no conflicts of interest, we lend management services to our subsidiaries, the Bank, Tarjeta, SAM, Sofital, CCF and Espacio Cordial. Our services include: financial and commercial advisory services, fiscal planning and optimization, defining auditing policies, developing and evaluating upper management, elaborating annual budgets, planning and developing complementary activities and defining the mission of related companies and policies related to social responsibility. These services are provided pursuant to agreements that provide that our subsidiaries will indemnify us for any claim, damage, liability, tax, cost and expense incurred or suffered by us in connection with financial transactions in which such subsidiaries were engaged. The management’s fees are equal to the ordinary and extraordinary costs incurred plus a mark-up of 20% plus 21% VAT. If the services to be provided are of an extraordinary nature, we have the right to additional compensation, the amount of which shall be determined in each case.

250 

 

The following table sets forth information regarding fees received from our subsidiaries and related parties for our management services for the yearyears ended December 31, 2017.2019 and 2018.

Year ended December 31, 2017

(in thousands of Pesos, plus VAT)

Bank

Ps.

48,180

Tarjeta

156

Cordial Microfinanzas

42

SAM

473

Sofital

103

Viñas del Monte

5

CCF

4,764

Espacio Cordial

264

Total.

53,987

  Grupo Supervielle S.A.
  Year ended December 31, 2019 Year ended December 31, 2018
  (in thousands of Pesos, plus VAT) (in thousands of Pesos, plus VAT)
Bank 93,716  110,515 
Tarjeta 297  357 
SAM 1,008  1,181 
Sofital 104  114 
CCF 9,237  10,901 
Espacio Cordial 518  604 
Total 104,880  123,672 

 

Operator Services Agreement with the Bank

In March 2016, we entered into an agreement with the Bank pursuant to which the Bank will provide accounting, administrative, legal and treasury services to us. We will pay the Bank Ps.32.000 (plus 21% VAT) per month for such services. In addition, we will pay the Bank Ps.8.000 (plus 21% VAT) per month for institutional services. The Bank’s services include, among others: accounting records of daily transactions and closing entries, preparation of financial statements, management of accounting records, management of institutional relations, structuring and management of funding instruments, liquidity investment operations management, maintenance of our corporate records, management of compliance with disclosure requirements, registration of corporate acts and compliance with information requirements. The term of the agreement is one year and may be renewed automatically at maturity for equal and successive periods. This agreement wasis renewed automatically and it is in force as of the date of this annual report.

Trademark Licenses

In 2013, we signed agreements with Espacio Cordial CCF and Cordial MicrofinanzasCCF granting them licenses to use certain of our trademarks (including our trademarks for “Cordial,” “Cordial Servicios,” “Cordial.com,” “Cordial Servicios Pensados para vos,” “Cordial mucho más que efectivo,” “Cordial Negocios,” “Cordial Negocios un impulso para tus proyectos”)“Cordial”, “Carta App” and “Tienda Supervielle”. We granted these trademark licenses to these subsidiaries to enhance the marketing of certain their products and services related to insurance, health, tourism, credit cards and loans, among others. Pursuant to these agreements, we received fees from these companies in 20172019 in a total amount of Ps.4.5 million.Ps.835.4 thousands.

Financial Loans

Some of our directors and the directors of the Bank have been involved in certain credit transactions with the Bank as permitted by Argentine law. The Argentine Corporate LawAGCL and the Central Bank’s regulations allow directors of a limited liability company to enter into a transaction with such company if such transaction follows prevailing market conditions. Additionally, a bank’s total financial exposure to related individuals or legal entities is subject to the regulations of the Central Bank. Such regulations set limits on the amount of financial exposure that can be extended by a bank to affiliates based on, among other things, a percentage of a bank’s RPC.

The Bank is required by the Central Bank to present to its Board of Directors, on a monthly basis, the outstanding amounts of financial assistance granted to directors, controlling shareholders, officers and other related entities, which are transcribed in the minute books of the Board of Directors. The Central Bank establishes that the financial assistance to directors, controlling shareholders, officers and other related entities must be granted on an equal basis with respect to rates, tenor and guarantees as loans granted to the general public.

251 

 

The financial assistance granted to our directors, officers and related parties by the Bank was granted in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other non-related parties, and did not involve more than the normal risk of collectability or present other unfavorable features.

The following table presents the aggregate amounts of total consolidated financial exposure of the Bank to related parties, the number of recipients, the average amounts and the single largest exposures as of the end of the periods indicated.

 

As of December 31,

 

 As of December 31,

 

2017

 

2016

 

2015

 

 2019 2018

 

(in thousands of Pesos)

 

 (in thousands of Pesos, except number of recipients)

Aggregate total financial exposure

 

428,758

 

281,620

 

207,787

 

 963,016  1,204,789 

Number of recipient related parties

 

76

 

78

 

79

 

 70  75 

(a) individuals

 

68

 

69

 

70

 

 63  68 

(b) companies

 

8

 

9

 

9

 

 7  7 

Average total financial exposure

 

5,642

 

3,611

 

2,630

 

 17,331  21,378 

Single largest exposure

 

336,110

 

79,709

 

73,499

 

 823,172  1,131,380 

 

Irrevocable Capital Contributions and Share Transfers

Following the approval at the Shareholders’ Meeting of April 27, 2017, Julio Patricio Supervielle made a capital contribution to Grupo Supervielle in the form of 7,672,412 of newly-issued Sofital shares. As a result of the capital increase, a total of 7,494,710 new Class B shares were subscribed as follows: on July 18, 2017, 4,321,208 were issued to Mr. Julio Patricio Supervielle in return for the in-kind contribution, representing 57.66% of the total capital increase, and 3,173,502 Class B shares were issued to existing shareholders of Grupo Supervielle who exercised their preemptive and accretion rights with respect to the capital increase, representing 42.34% of the total capital increase.

On February 17, 2017, we and the Bank made capital contributions to CCF for Ps.100.0 million. On March 22, 2017, CCF held an Extraordinary Shareholders’ meeting by which it resolved to accept such contributions for increase the capital stock in the amount of Ps.19.3 million increasing it from Ps.104.4 million to Ps.123,7 million, and issue 19,348,722 ordinary, non-endorsable nominative shares with a nominal value of Ps. 1 each and entitled to one vote per share.

On March 27, 2017, we made capital contributions to the Bank for Ps.95.0 million.

On July 24, 2017, we and the Bank made an irrevocable capital contribution in advance of future capital increases to CCF for an amount of Ps.2.5 million and Ps.47.5 million, respectively.

On September 20, 2017, we, the Bank and CCF made an irrevocable capital contribution in advance of future capital increases to Tarjeta for an amount of Ps.131.3 million, Ps.15.0 million and Ps.3.8 million, respectively.

On November 24, 2017, we made a capital contribution to the Bank for an amount of Ps.2.6 billion. On same date, the Bank. held an ordinary shareholders’ meeting by which it resolved to accept such contributions and increase the capital stock in the amount of Ps.105.5 million with a paid in capital from Ps.2.5 billion.

On December 13, 2017, we and the Bank made an irrevocable capital contribution in advance of future capital increases to CCF for an amount of Ps.30 million and Ps.570 million, respectively.

On January 16, 2018, we and the Bank made a capital contribution in advance of future capital increases to CCF for an amount of Ps.19.0 million and Ps.361.0 million respectively. On January 24, 2018, CCF held an ordinary shareholders’ meeting by which it resolved to accept the contributions received on July 24, 2017, December 12, 2017 and January 16, 2018, and increase the capital stock in the amount of Ps.56.751 million with a paid in capital from Ps.973.243.

On March, 19, 2018, we, the Bank and CCF made a capital contribution to Tarjeta for an amount of Ps.262.5 million, Ps.30.0 million and Ps.7.5 million, respectively.

On April, 19, 2018, the shareholders’ meeting of the Bank approved the capitalization of the capital contriubtion commited by us for an amount of Ps.861 million.

Item 7.CInterests of experts and counsel

Item 7.CInterests of Experts and Counsel

Not applicable.

Item 8.Financial Information
Item 8Financial Information

Item 8.A.Consolidated Statements and Other Financial Information.

Item 8.AConsolidated Statements and Other Financial Information.

See Item 18 and our audited consolidated financial statements as of and for the three years ended December 31, 20172019 and 2018 included in this annual report.

Legal Proceedings

As of the date of this annual report, we are not a party to any legal or administrative proceedings for which the outcome is likely to have a material adverse effect on our results of operations.

The Bank and CCF are party to proceedings relating to collection efforts and other legal or administrative actions initiated in the normal course of business, including certain class actions initiated against a number of banks and financial companies, including ours, by public and private organizations in connection with alleged overcharging on products and interest rates, among others.

Although the provisions regarding class actions held in the Argentine National Constitution and the Consumer Protection Law are currently considered to be insufficient and in need of completion, the Argentine Supreme Court has, nonetheless, admitted class actions, as is the case with lawsuits against financial entities related to “collective interests,” as long as certain procedural requirements are met.

The class action lawsuits involving the Bank and CCF are related to alleged overcharging on life insurance, interest rates and administrative charges, fees on the sale price of foreign currency, administrative charges on savings accounts, consumer loans and credit cards, and interest rates in factoring operations, as well as the inadequacy of the contingency risk charge on checking accounts. These types of class actions were brought against every financial entity in Argentina. Some of these lawsuits have been settled by the parties out of court. These settlements have typically involved an undertaking by the financial institution to adjust the fees and charges.

Our subsidiaries are not parties to any legal proceedings, the outcome of which is likely to have a material adverse effect on their respective results of operations.


 

Dividends

In accordance with Argentine Corporate Law,the AGCL, our bylaws and CNV regulations, we may make one or more declarations of dividends with respect to any year, including anticipated dividends, out of our distributable net income(ganancias líquidas y realizadas)as reflected in our consolidated balance sheet, or consolidated special interim balance sheet in case of anticipated dividends.

Declaration and payment of dividends to all holders of each class of our shares (Class A, Class B shares and preferred shares (to the extent any such shares are outstanding)), to the extent funds are legally available, is determined by all of our shareholders with voting rights (i.e., our Class A and Class B shareholders) at the annual ordinary shareholders’ meeting. At such annual ordinary shareholders’ meeting, our Class A shares will be entitled to five votes each and our Class B shares will be entitled to one vote each. It is the responsibility of our Board of Directors to make a recommendation to our shareholders with respect to the amount of dividends to be distributed. The Board of Directors’ recommendation will depend on a number of factors, including but not limited to, our operating results, cash flow, financial condition, capital position, legal requirements, contractual and regulatory requirements, and investment and acquisition opportunities. As a general rule, the Board of Directors will favor efficient use of capital in its recommendation-making process. Thus, the Board will recommend reinvesting earnings when there are investment opportunities or it will recommend distributing dividends when there is excess capital.

However, shareholders are ultimately entitled to overrule the recommendation of the Board of Directors through the affirmative vote of the absolute majority of the present votes at an ordinary shareholders’ meeting.

The Board of Directors may also decide and pay anticipated dividends. In such instance, each individual director and member of the Supervisory Committee will be jointly and severally liable for the payment of such dividends if our retained earnings for the year for which such dividends were paid is insufficient to cover the payment of such dividends.

Dividends are distributed on a pro rata basis according to the number of common shares held by the shareholder. All shares of our capital stock rankpari passu with respect to the payment of dividends, regardless of class. Under CNV regulations, cash dividends must be paid to the shareholders within 30 days of their approval. In the case of stock dividends, shares are required to be delivered within three months of our receipt of notice of authorization by the CNV for the public offering of such shares. The right of shareholders to demand payment of dividends shall toll three years after the date on which we first make them available to shareholders. Any dividends that are not claimed during this period are deemed extraordinary gains by us.

In accordance with Argentine law, our bylaws and CNV regulations, we are required to allocate to our legal reserve 5% of our yearly income, plus or minus the results of prior years, until our legal reserve equals 20% of our adjusted capital stock. Under Argentine Corporate Lawthe AGCL and our bylaws, our yearly net income (as adjusted to reflect changes in prior results) is allocated in the following order: (i) to comply with the legal reserve requirement; (ii) to pay the accrued fees of the members of the Board of Directors and Supervisory Committee; (iii) to pay dividends on preferred stock, which shall be applied first to pending and unpaid accumulated dividends; and (iv) the remainder of the net income for the year may be distributed as additional dividends on preferred stock, if any, or as dividends on common stock, or may be used for voluntary or contingent reserves, or as otherwise decided by our shareholders at the annual ordinary shareholders’ meeting.

Holders of ADSs will be entitled to receive any dividends payable in respect of our underlying Class B shares. We will pay cashExchange controls currently in place impair the conversion of dividends, distributions, or the proceeds from any sale of Class B shares, as the case may be, from Pesos into U.S. dollars and the remittance of the U.S. dollars abroad, therefore restricting the ability of foreign shareholders holders of ADSs to the ADS depositaryreceive dividends in U.S. dollars abroad. In particular, with respect to the proceeds of any sale of Class B shares underlying the ADSs, as of the date of this annual report, the conversion from Pesos into U.S. dollars and the remittance of such U.S. dollars abroad is subject to prior Central Bank approval (as described below), although we reserveaccess to the rightMLC to pay cash dividends in Pesos in Argentina if so required by applicable foreign exchange regulations in place at the time of payment.to non-resident shareholders may be granted, subject to certain conditions.See “Item 4.B Business overview—Argentine Banking Regulation—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution”. The ADS deposit agreement provides that the depositary will convert cash dividends received by the ADS depositary in Pesos to U.S. dollars: if so permitted by, and subject to the limits set forth in, applicable foreign exchange regulations in place at such time and, after deduction or upon payment of fees and expenses of the ADS depositary and deduction of other amounts permitted to be deducted from such cash payments in accordance with the ADS deposit agreement (such as for unpaid taxes by the ADS holders in connection with personal asset taxes or otherwise), will make payment to holders of the ADSs in U.S. dollars. If dividend payments cannot be made in U.S. dollars outside of Argentina, the transfer outside of Argentina of any funds collected by foreign shareholders in Pesos in Argentina may be subject to certain restrictions. Although the transfer of funds abroad by local companies to pay annual dividends only to foreign shareholders based on approved and fully audited consolidated financial statements does not require formal approval by the Central Bank, however, the decrease in availability of U.S. dollars in Argentina in the past years led the Argentine government to impose informal restrictions that consisted of de facto measures restricting local residents and companies from purchasing foreign currency through the MLC to make payments abroad, such as dividends, among others. The Macri administration has since eliminated most of the foreign exchange restrictions in place, but, in the future, the Argentine government or the Central Bank could reintroduce exchange controls and impose restrictions on capital transfers abroad by our shareholders. See “Item 10.D Exchange Controls” and “Item 3.D Risk Factors.

253 

The general shareholders’s meeting held on April 28, 2020 determined the creation of voluntary reserves under the terms of Section 70 of the AGCL in the amount of Ps. 426 million for the future distribution of dividends. Our Board of Directors has be granted the discretion to determine the timing, amount, and other terms and conditions of the payment of dividends according to the scope of the delegation made by the general shareholders’ meeting. For more information on current exchange controls applicable to the payment of dividends, see “Item 3.D. —Risk Factors— Risks Relating to Our Class B Shares and the ADSs—Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the Class B shares underlying the ADSs.

 

We are a holding company, and in addition to certain management fees we collect from some of our subsidiaries, our main source of cash to pay dividends are the dividends we receive from our subsidiaries. We therefore depend on the results of operations, cash flow and distributable income of our operating subsidiaries, principally the Bank.

We and our subsidiaries are subject to contractual, legal and regulatory requirements affecting our ability to pay dividends.

In particular,On January 31, 2020, the Central Bank issued Communication “A” 6886, pursuant to Central Bank Communication “A” 6464, as amended and supplemented, dividend distributions shall be admitted as long as nonewhich financial entities must obtain prior approval of the following circumstances apply:

(i)           the financial institution is not subject to a liquidation procedure or the mandatory transfer of assets by the Central Bank in accordance with sections 34 or 35 bis of the FIL;

(ii)        the financial institution is not receiving financial assistance from the Central Bank;

(iii)     the financial institution is in compliance with its reporting obligations to the Central Bank;

(iv)    if the average minimum cash reserve is lower than the amount of cash required by the latest reported position or the pro forma position after making the dividend payment; and/or

(v)       if the financial institution did not comply with the applicable Additional Capital Margins (as defined below).

Financial institutions that comply with all of the above mentioned conditions may distribute dividends up to an amount equal to: (i) the positive balance of the account “unappropriated earnings” (resultados no asignados) at the end of the fiscal year, plus (ii) voluntary reserves for future payments of dividends, minus (iii) voluntary reserves and mandatory statutory reserves registered as of that date and other items, such as (a) 100% of the debit balance of each of the items recorded under “Other accumulated comprehensive income”, (b) the result from the revaluation of property, plant, equipment and intangible assets and investment properties, (c) the net positive balance of the book-value and the market-value of certain public debt securities and Central Bank notes that the financial institution owns that are not marked to market, (d) unrecorded adjustments of asset value informed by the Superintendency or mentioned by external auditors on their report, and (e) individual exemptions for asset valuation granted by the Superintendency. In addition, pursuant to Central Bank Communication “A” 5827, as of January 1, 2016, financial entities are required to establish a capital margin in addition to their minimum capital requirements, for the purpose of accumulating their own resources, which they will be able to use if they incur losses. The higher the use of such marginal amounts, the higher the percentage of profits that financial entities will be required to withhold in order to restore that margin.distribute dividends. See “Item 4.B4.B Business overview—Argentine Banking Regulation—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution.”

Although distribution of dividends by the Bank has been authorized by the Central Bank at times, no assurance can be given that in the future the Central Bank will not limit the Bank’s ability to distribute dividends approved by its shareholders at the annual ordinary shareholders’ meeting or that such authorization will be for the full amount of dividends that the Bank may distribute pursuant to applicable regulation.

We are required to pay personal assets tax corresponding to Argentine and foreign individuals and foreign entities for the holding of our shares at December 31 of each year. We pay this tax on behalf of our shareholders, whenever applicable, and are entitled, pursuant to the Personal Assets Tax Law, to seek reimbursement of such paid tax from the applicable shareholders in various ways, including by withholding dividends. See “Item 10.E Taxation—Material Argentine Tax Considerations—Personal assets tax.”

Over the past five years,In 2019 and 2018, we received the following dividend payments in cash from our subsidiaries: (i) Ps.220,8 million in 2019 and Ps.222.4 million in 2018 from SAM, for 2016, 2015, 2014, 2013(ii) Ps.214,9 million in 2019 and 2012 of Ps.73.0, Ps.77.5; Ps.17.1Ps.42.8 million Ps.16.1 million and Ps.9.0 million, respectively, Ps.7.0 million from Tarjeta Automatica in 2015, Ps. 23.1 million and Ps.42.3 million2018 from Espacio Cordial, (iii) Ps.465,6 million in 20162019 and 2015 respectively and Ps.6.5Ps.149.8 million from Sofital in 2015.  We received dividend payments in cash2018 from Supervielle Seguros, for the period ended on June 30, 2017, June 30, 2016(iv) Ps.33,5 million in 2019 and June 30, 2015 of Ps. 150.0Ps.39.4 million Ps.76.8in 2018 from Sofital, and (v) Ps.65,2 million and Ps.4.8 million, respectively.in 2019 fromInvertirOnline. We did not receive dividend payments from the Bank andor our other subsidiaries. However,subsidiaries during 2019 and 2018.

As described in Note 25 to our audited consolidated financial statements we received a distributionmay pay dividends to the extent that we have distributable retained earnings and distributable reserves calculated in accordance with the rules of dividendsthe Argentine Central Bank. Therefore, retained earnings included in the form of Bank shares for 2012 for an amount equal to Ps.97.4 million.

our audited consolidated financial statements may not be wholly distributable.

Grupo Supervielle paid dividends to its shareholders for 2016, 2015, 2014, 2013, 20122018 and 20112017, totaling approximately Ps.65.5, Ps.25.2 million, Ps.7.4 million, Ps.8.3 million, Ps.8.7Ps.466.1 million and Ps.24.4Ps.505.1 million, respectively.

On February 19, 2018, our BoardOur shareholders’ equity under the rules of Directors proposed a distribution of dividendsthe Argentine Central Bank comprise the following captions:

As of December 31, 2019
(In millions of Pesos)
Capital Stock456.7
Paid in Capital8,997.3
Legal Reserve91.3
Other Reserves6,708.8
Retained earnings4,257.9
Other Comprehensive Income1,167.9
Total shareholders’ equity attributable to the owners of the parent under the rules of the Argentine Central Bank21,680.0


Item 8.BSignificant Changes

In addition to the information set forth in cash for the 2017 fiscal year of Ps.243.7 million. On April 24, 2018, our ordinary shareholders’ meeting approved the dividend payment for the 2017 fiscal yearthis section, additional information on significant changes can be found in the amounts of Ps.243.7 million.“Item 3. Key Information— D. Risk Factors.” and in “Item 5.—A. Operating Results.”

 

The OngoingItem 8.B COVID-19 PandemicSignificant Changes

 

The ongoing COVID-19 pandemic and government measures taken to contain the spread of the virus are disrupting economic activity. The ongoing COVID-19 pandemic has significantly increased economic uncertainty and is likely to cause a global recession.

For more information, see “Item 3. Key Information—D. Risk Factors.—Risk Factors—Risks Relating to Argentina—The ongoing COVID-19 pandemic and government measures to contain the virus are adversely affecting our business and results of operations, and, as conditions are evolving rapidly, we cannot accurately predict the ultimate impact on the Group” and “Item 5. A. —Operating Results—The Ongoing COVID-19 Pandemic.”

Argentina’s Sovereign Debt Restructuring

On April 21, 2020, the Argentine government launched an exchange offer with the aim of refinancing its external indebtedness. As of the date of this annual report, there is uncertainty as to whether the Argentine government will be able to successfully carry out the Exchange and restructure its foreign financial indebtedness, or negotiate a new program with the IMF. For more information, see “Item 3. Key Information— D. Risk Factors.— Risk Factors–Risks Relating to Argentina–The Argentine government’s ability to obtain financing from international markets is limited, which may impair its ability to implement reforms and foster economic growth, which may negatively impact our financial condition or cash flows.” and “Item 5.A.—Operating Results.—The Argentine Economy and Financial System—Argentina’s Sovereign Debt Restructuring”.

Item 9The Offer and Listing
Item 9.AOffer and Listing Details

The information set forth in Exhibit 2(d), “Description of Securities Registered under Section 12(b) of the Exchange Act” is incorporated herein by reference.

Item 9.BPlan of Distribution

Not applicable.

Item 9.The Offer and Listing

The following table sets forth, for the periods indicated, the annual high and low market prices for the Class B Shares on the ByMA and the ADSs on the NYSE.

 

 

ByMA

 

NYSE

 

 

 

Ps. per Class B Share

 

U.S.$ per ADS

 

Year

 

High

 

Low

 

High

 

Low

 

2016(1)

 

47.50

 

31.85

 

15.40

 

11.20

 

2017

 

112.90

 

40.59

 

30.08

 

13.36

 

The following table sets forth, for the periods indicated, the annual high and low market prices for the Class B Shares on the ByMA and the ADSs on the NYSE.

 

 

ByMA

 

NYSE

 

 

 

Ps. per Class B Share

 

U.S.$ per ADS

 

Period

 

High

 

Low

 

High

 

Low

 

2016

 

 

 

 

 

 

 

 

 

Second Quarter(1)

 

37.90

 

31.85

 

12.88

 

12.10

 

Third Quarter

 

46.00

 

37.45

 

15.40

 

12.55

 

Fourth Quarter

 

47.50

 

39.00

 

15.26

 

11.20

 

 

 

ByMA

 

NYSE

 

 

 

Ps. per Class B Share

 

U.S.$ per ADS

 

Period

 

High

 

Low

 

High

 

Low

 

2017

 

 

 

 

 

 

 

 

 

First Quarter

 

53.10

 

40.90

 

17.00

 

13.40

 

Second Quarter

 

59.71

 

49.87

 

18.26

 

16.32

 

Third Quarter

 

86.00

 

58.07

 

24.69

 

16.94

 

Fourth Quarter

 

112.90

 

82.20

 

30.08

 

23.41

 

 

 

ByMA

 

NYSE

 

 

 

Ps. per Class B Share

 

U.S.$ per ADS

 

Period

 

High

 

Low

 

High

 

Low

 

2018

 

 

 

 

 

 

 

 

 

First Quarter

 

134.90

 

112.00

 

33.01

 

28.26

 

The following table sets forth, for the periods indicated, the annual high and low market prices for the Class B Shares on the ByMA and the ADSs on the NYSE.

 

 

ByMA

 

NYSE

 

 

 

Ps. per Class B Share

 

U.S.$ per ADS

 

Period

 

High

 

Low

 

High

 

Low

 

2017

 

 

 

 

 

 

 

 

 

October

 

94.00

 

83.65

 

27.01

 

23.89

 

November

 

97.75

 

82.20

 

27.67

 

23.41

 

December

 

112.90

 

90.60

 

30.08

 

26.38

 

2018

 

 

 

 

 

 

 

 

 

January

 

128.70

 

112.00

 

33.01

 

29.40

 

February

 

134.90

 

112.00

 

32.59

 

28.26

 

March

 

125.70

 

116.50

 

30.84

 

28.40

 

April(2)

 

126.50

 

109.00

 

31.21

 

26.55

 


(1)         Values available for our Class B Shares and ADS from May 19, 2016, the first trading day on the ByMA and NYSE, respectively.

(2)         From April 1 through April 26, 2018.

C. Markets.

Item 9.CMarkets

On May 18, 2016, we completed our IPO. Since May 19, 2016, our ADSs representing Class B shares have been trading on the NYSE under the symbol ‘SUPV.’ Our Class B shares are currently traded on the ByMA (MERVAL since May 2016,(formerly MERVAL and, ByMA since April 2017) and MAE (since May 2016) under the symbol ‘SUPV.’

On December 29, 2016, the CNV approved the constitution of ByMA as a new stock market, formed byas a spin-off of certain assets of the MERVAL relating to its stock market operations and capital contributions ofby the Buenos Aires Stock Exchange. Following such authorization, and effective April 17, 2017, the listing of all securities listed on MERVAL have been automatically transferred to ByMA, as successor of MERVAL’s activities. Additionally, the delegation of powers granted by MERVAL to the Buenos Aires Stock Exchange will apply to ByMA, and, thus, the Buenos Aires Stock Exchange will continue to carry out the activities referred to in paragraphs b), f) and g) of Article 32 of the Argentine Capital Markets Law No. 26,831 on accountbehalf of ByMA, including the authorization, suspension and cancelling of the listing or trading of securities and acting as arbitration court of such market for all matters concerning listed companies’ relationship with shareholders and investors.

255 

 

D. Selling Shareholders

Item 9.DSelling Shareholders

Not applicable.

E. Dilution

Item 9.EDilution

Not applicable.

F. Expenses of the issue

Item 9.FExpenses of the Issue

Not applicable.

Item 10.Additional Information

Item 10.A.Share capital
Item 10Additional Information

Item 10.AShare Capital

Not applicable.

Item 10.B.Memorandum and articles of association

Item 10.BMemorandum and Articles of Association

Corporate Purpose

Our bylawsThe information set forth in Article 4 that our corporate purpose is to carry out financial activities, within or outsideExhibit 2(d), “Description of Argentina, either on our own account, or on account of a third party or associated with a third-party, by providing capital, in cash or otherwise, to other existing or newly created companies, assuming their control or not (with the limitations set forth inSecurities Registered under Section 30 and related sections12(b) of the Argentine Corporate Law), or to individuals, as well as stock trading, shares, debentures and all types of securities, the issuance of guarantees, constitution or transfer of secured loans, whether real or not, excluding transactions provided under the Financial Institutions Law and any other law that requires public bidding. We may exercise mandates, representations, agencies and commissions for all transactions related to financial activity and manage assets and businesses of corporations, persons or entities located in Argentina or abroad. To that extent, and according to our bylaws, we have full legal capacity to acquire rights, incur obligations and exercise any kind of acts not prohibitedExchange Act” is incorporated herein by law or by our bylaws.

Rights, Preferences and Restrictions of Each Class of Common Shares

Our Class A shares are entitled to five votes each and our Class B shares are entitled to one vote each during shareholders’ meetings, as established in subsection (a) of Article Six of our bylaws.reference.

However, Class A shares are entitled to only one vote with regard to certain issues detailed in the last paragraph of Article 244 of the Argentine Corporate Law, such as:  (i) change of our corporate structure; (ii) our early dissolution; (iii) our relocation abroad; (iv) a fundamental change in our corporate purpose; or (v) total or partial recapitalization of our statutory capital after a loss. The provisions set forth in Article 244 of the Argentine Corporate Law will not apply to the surviving entity in a merger or a split-up. Also, under Article 284 of the Argentine Corporate Law, Class A shares are entitled to only one vote in the election of syndics.

Upon request from a shareholder of Class A shares, our Board of Directors must convert all or part of such shareholder’s Class A shares into Class B shares at an exchange rate of one Class B share per one Class A share. Before making the exchange, the Board will verify that there are no restrictions that prohibit or limit the exchange (subsection b) of Article Six of the bylaws.

A two thirds vote by our Class A shares is required, regardless of the percentage of capital they represent, in order for us to duly resolve a merger with another company, our voluntary dissolution, our relocation abroad, and the fundamental change in our corporate purpose (subsection d) of Article Six of the bylaws.

Any person who directly or indirectly acquires through any means or title Class B shares, or any of our stock convertible into Class B shares, in an amount which gives that person control over more than 3% of all Class B shares, must inform us of this within five days (5) of completing the acquisition which causes them to exceed this 3% threshold (subsection e) of Article Six of our bylaws.

The provisions of subsection (f) of Article Six of our bylaws authorize the total or partial redemption of fully paid-in shares, which must be made on the terms provided in Article 223 of the Argentine Corporate Law (including the condition that the shareholders’ meeting set a fair price with respect to the shares to be redeemed) and such other terms as may be determined by our Board of Directors. This partial or total redemption must be approved by the affirmative vote of the absolute majority of the present votes at an extraordinary shareholders’ meeting.

Preferred Shares

Preferred shares may only be issued with the prior approval by a shareholders’ general meeting.

The Argentine Corporate Law and our bylaws permit our shareholders to authorize the issuance of preferred shares and determine their rights during a general shareholders’ meeting. These preferred shares may be entitled to accumulated and non-accumulated fixed dividends, with or without additional participation.

Holders of preferred shares may also have other privileges, such as in the event of liquidation. Holders of preferred shares may also have a right to vote. Additionally, if holders of preferred shares are not paid dividends they shall be entitled to vote. Regardless of dividend payments, preferred shares shall also have a right to vote with respect to special issues, such as a change in our corporate structure, a merger into another company (where we are not the surviving company and the surviving company does not trade on an exchange), early liquidation, our relocation abroad, total or partial recapitalization of our statutory capital after a loss and a fundamental change in our corporate purpose as it is described in our bylaws.

Shareholders’ Liability

Shareholders’ liability for the losses of a company is limited to the value of the shareholder’s shareholdings in the company. According to the Argentine Corporate Law, however, shareholders who have a conflict of interest with the company with respect to certain matters and who do not abstain from voting on such matters may be held liable for damages to the company, provided that their votes were necessary for the adoption of the relevant decision. In addition, 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 Relating to Our Class B Shares and the ADSs—Our shareholders may be subject to liability for certain votes of their securities.”

Preemptive Rights and Accretion Rights

According to the Argentine Corporate Law and Article Six, (subsection c) of our bylaws, in the event of a capital increase, holders of common shares of any class have a preferential right, in proportion to the number of shares they hold, to subscribe to additional shares of the same class as those they own. Holders of preferred shares have a preemptive right to subscribe only with respect to the issuance of preferred shares. Preemptive rights will also be given to holders of common shares in the event of an issuance of preferred shares or convertible securities, but will not apply in the event of a conversion of such preferred shares or convertible securities.

According to Article 15 of our bylaws and Section 216 of the Argentine Corporate Law, no shares issued after our IPO may be entitled to multiple votes, except as permitted by applicable law.

According to Article 194 of the Argentine Corporate Law, shareholders who would have exercised their right to a preemptive subscription and who have indicated their intention to exercise their right to accrue will have the right to assume the preemptive subscription rights of shareholders who do not exercise their right, in proportion to the number of shares bought by said shareholders upon exercising their right to preemptive subscription. The right to a preemptive subscription must be exercised within 30 days of the announcement to shareholders that they can exercise their right. Such announcement must be published for a period of three days in the Official Gazette and in an Argentine newspaper of wide circulation. According to the Argentine Corporate Law, companies that are authorized by the CNV to make public offers of their securities may, upon authorization of an extraordinary shareholders’ meeting held in the same place and manner as other shareholders’ meetings, reduce this period to 10 days. Any shares which are not subscribed by shareholders pursuant to their preemptive subscription right or right to accrue may be offered to third parties.

Appraisal Rights

Whenever our shareholders approve:

·                  a merger or spin-off in which we are not the surviving corporation, unless the acquirer’s shares are authorized for public offering or listed on any stock exchange;

·                  a transformation of our corporate legal status;

·                  a fundamental change in our corporate purpose;

·                  a change in our domicile outside Argentina;

·                  a voluntary termination of the public offering or listing authorization;

·                  a decision in favor of our continuation upon delisting or cancellation of our 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 or did not attend the relevant meeting may exercise appraisal rights, that is, the rights to withdraw and have its shares cancelled in exchange for 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 the time frame set forth below.

Appraisal rights must be exercised within five (5) days following the meeting at which the resolution was adopted in the event of a dissenting shareholder that voted against such resolution, or within 15 days following such meeting in the case of a dissenting shareholder that did not attend the meeting and who can prove that it was a shareholder at the date of the meeting. In the case of mergers or spinoffs involving an entity authorized to make public offering of its shares, appraisal rights may not be exercised if the shares to be received as a result of the transaction are listed in

any stock exchange. Appraisal rights are terminated if the resolution giving rise to such rights is overturned at another shareholders’ meeting held within 60 days from the last day for our attending shareholders to exercise their appraisal rights.

Payment of appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted, except where the resolution that gave rise to such rights was to delist the capital stock of the company or to reject a public offering or listing proposal, in which case the payment period is reduced to 60 days from the meeting at which the resolution was adopted or from the publication of the notice informing the delisting or rejection of the public offering or listing of the capital stock.

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 in the form of ADSs.

Registration Requirements of Foreign Companies that Hold Class B Shares Directly

Under the Argentine Corporate Law, foreign companies that hold shares directly (and not as ADSs) in an Argentine company must register with the IGJ in order 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 principal activity is performed outside Argentina. Therefore, it will have to prove that it is entitled to conduct business in its place of incorporation and meets certain foreign assets requirements.

Liquidation Rights

In the case of our liquidation or dissolution, our assets will be applied to satisfy our outstanding liabilities and proportionally distributed first among our holders of preferred stock, if any, as per the terms of the preferred stock, if any. If any surplus remains, it will be proportionally distributed among holders of our common stock. Our liquidation will be carried out by the Board of Directors or by the liquidator or liquidators appointed by a shareholders’ meeting, under the surveillance of the Supervisory Committee.

Meetings of Shareholders and Voting Rights

Notice of Meetings

Notices of shareholders’ meetings are governed by the provisions of our bylaws, the Argentine Corporate Law and Law No. 26,831. 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 authorized markets in which the shares are listed and traded, at least 20 days but not more than 45 days prior to the date on which the meeting is to be held and 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 for such meeting, a notice for a second meeting, which must be held within 30 days from 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, in the case of ordinary meetings, in order for the second meeting to be held on the same day as the first meeting, one hour after, except in certain circumstances. 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.

The quorum for an ordinary shareholders’ meeting is the majority of the share capital entitled to vote. The quorum for an extraordinary meeting is at least 60% of the share capital entitled to vote. Shareholders may attend in person or by proxy. Directors, syndics, members of the Supervisory Committee, managers and our employees may not hold proxies in representation of shareholders. If the quorum is not achieved, meetings may be reconvened with lower quorum requirements. According to our bylaws, the quorum for the second meeting of an extraordinary meeting will be satisfied with any presence of shareholders. Decisions at an ordinary or extraordinary shareholders’ meeting require the affirmative vote of the absolute majority of the present votes.  In addition, pursuant to the provisions of Article Sixteen of our bylaws, as amended at our ordinary and extraordinary shareholders’ meeting held on May 25,

2016, any amendment to subsection (g) of Article Six of our bylaws require the affirmative vote of the absolute majority of the present votes of Class B shareholders. Class B shares are entitled to one vote per share. Class A shares are entitled to five votes per share, except in those cases described below. The ordinary and extraordinary shareholders’ meeting held on April 24, 2018 approved further amendments to subsection (g) of Article Six of our bylaws. However, as of the date of this annual report, these amendments have not been approved by the CNV and are pending registration before the IGJ, therefore, are not yet effective. Please see “Item 10.B. Memorandum and articles of association—Corporate Governance” for a description of these amendments.

The Argentine Corporate Law requires that certain resolutions, such as early dissolution, major changes in corporate purpose or the transfer of a company’s legal domicile abroad, be decided by the majority of all outstanding shares and without allowing multiple votes per share, except in the case of the surviving entity in a merger or a split-up. Under Article 284 of the Argentine Corporate Law, Class A shares are entitled to one vote only in the election of syndics. Our bylaws require a two thirds vote by Class A shares, regardless of the percentage of capital they represent, in order for us to duly resolve a merger with another company, our voluntary dissolution, our relocation abroad, and the fundamental change in our corporate purpose (subsection d) of Article six of the bylaws).

Election of Directors

The board is made up of the number of members determined at the ordinary shareholders’ meeting, between a minimum of three and a maximum of nine directors. The shareholders may appoint as many alternate directors as there are effective directors, and for the same term in order to cover any vacancy and in the order in which they were elected.

Board members are appointed at the annual ordinary shareholders’ meeting.

Directors will be elected for a term of two years when the Board is composed of three to eight members, and for a term of three years when the Board is composed of nine members.

According to our bylaws, if our Board of Directors is composed of six or more members, their election will be staggered. If the ordinary shareholders’ meeting appoints six, seven or eight directors, half of our board will be elected annually if there is an even number of members, and the whole number of directors calculated by dividing the total number of members of our board by half and rounding either up or down based, as appropriate in each alternating year, will be elected if there is an odd number of members. In such circumstances, the shareholders will decide which one of the new directors is appointed for a term of one or two years for the purposes of electing half of our Board. If nine directors are appointed, a third of our board will be elected annually. In such circumstances, the shareholders will decide which one of the new directors is appointed for a term of one, two or three years, for the purposes of electing a third of our Board. In each case at least three directors shall be elected at each ordinary shareholders’ meeting.

Pursuant to section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders’ meeting where directors are appointed.

Argentine Corporate Law reserves the right to cumulative voting in order to elect up to one third of the directors to fill vacancies of the Board of Directors, sharing such part with candidates voted for by means of the plural system. Cumulative voting is a system designed to protect non-controlling interests results, as it gives rise to the possibility, but does not ensure, that non-controlling interests results will be able to elect some of their candidates to the Board of Directors. Such system works by multiplying the number of votes corresponding to the members that are taking part in the proceeding by the number of contemplated vacancies, which cannot exceed 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.

Mandatory Tender Offer Regime

We are subject to the mandatory tender offer rules set forth in Law No. 26,831. These rules provide that in certain circumstances an OPA with respect to some or all of our outstanding shares must be launched. The circumstances include situations in which anyone intends to purchase, either directly or indirectly, for cash, either individually or collectively, either in one act or in a series of successive acts during a period of 90 consecutive days, a number of voting shares, subscription rights or stock options, convertible negotiable securities or similar securities which together with that person’s existing holdings could, directly or indirectly, entitle such person to subscribe, purchase

or convert voting shares, shares entitled to or that once exercised grant the right to a “significant share” in the voting capital stock of a publicly traded company.

In such circumstances, the OPA must be launched by the prospective purchaser within 10 days of having made the decision to participate in such purchase.

Such obligation is not applicable in cases where the acquisition would not trigger a change of control of the company. It also does not apply in cases where there is a change of control as a consequence of a corporate reorganization or as a consequence of mere redistributions of shares among companies of the same group.

Concept of a “Significant Share”

The regulations establish a duty to effect an offer with respect to part or all of the outstanding shares of the company depending on the percentage of the voting capital stock to be acquired. The regulations provide for the following duties relating to the OPA:

·                  Whenever the goal is to acquire a holding equal to or greater than 15% of the voting capital stock or of the company votes, the offer must be made for a number of securities that would enable the purchaser to acquire at least 50% of the voting capital stock of the affected company.

·                  Whenever an entity already has a holding equal to or greater than 15% of the voting capital stock or the votes of the company, but less than 51% of such rights, and the intention is to increase such shareholding in the affected company’s capital stock at least 6% during a twelve-month period, the offer shall be made on the number of securities representing at least 10% of the voting capital stock of the affected company.

·                  Whenever a holding equal to or greater than 51% of the voting capital stock or the votes of the company is sought, the offer shall be made for the number of securities that would enable the purchaser to obtain 100% of the voting capital stock of the affected company. The application of this stipulation shall have priority over the stipulations discussed in the preceding paragraphs.

Determination of the OPA Price in the Case of a Change in Control

The price shall be determined by the offeror with the following exceptions:

·                  If the purchaser has purchased other securities related to the offering within the 90 days prior to the announcement of the offer, the price cannot be lower than the highest price the purchaser paid in such transactions.

·                  If the purchaser has obtained firm sale commitments from the controlling shareholder or other shareholders entitled to take part in the public offering, the price cannot be lower than the price provided for in such commitments.

In order to determine the price, the purchaser shall also consider the following criteria, according to the CNV Rules: (i) book value of the shares; (ii) valuation of the target company according to discounted cash flows (DCF) or other applicable valuation criteria applicable to comparable business; and (iii) average price of the shares for the last six months before the “offer.”  Based on certain interpretations of Law No. 26,831 and the CNV Rules, there is no certainty as to whether the average price of the shares for the last six months before the “offer” should be considered as a minimum price. The price may be challenged by both the CNV and any offeree shareholder.

Subsection (g) of Article Six of our bylaws, as amended at the ordinary and extraordinary shareholders’ meeting held on May 25, 2016, provides that if an OPA on our shares takes place, there may be no difference in the price to be offered for common shares, regardless of the class of shares. In addition, if there is an OPA triggered by a change of control, the price to be offered cannot be lower than the highest price that the offeror, acting individually or with its affiliates and/or other persons, paid or agreed to pay for our common shares regardless of the class of shares,

during the 180 days prior to the date of the offer (inclusive of such date). The ordinary and extraordinary shareholders’ meeting held on April 24, 2018 approved further amendments to subsection (g) of Article Six of our bylaws. However, as of the date of this annual report, these amendments have not been approved by the CNV and are pending registration before the IGJ, therefore, are not yet effective. Please see “Item 10.B. Memorandum and articles of association—Corporate Governance” for a description of these amendments.

Penalties for Breach

Without prejudice to the penalties established by the CNV, Law No. 26,831 provides that purchases in violation of such regime will be declared irregular and ineffective for administrative purposes by the CNV and cause the auction of the shares acquired in violation of the applicable regulation, without prejudice to the penalties that may correspond.

Tender Offer Regime in the Case of a Voluntary Withdrawal from the Public Offering and Listing System in Argentina

Law No. 26,831 and CNV regulations also established that when a company whose shares are publicly offered and listed in Argentina agrees to withdraw voluntarily 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 OPA for its aggregate shares 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 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.

According to Section 98 of Law No. 26,831 the price offered in the case of a voluntary withdrawal from the public offering and listing system in Argentina should be equitable and take into account the following relevant criteria:

·                  The equity value of the shares, taking into account a special financial statement for the withdrawal from the public offering system or listing;

·                  The value of the company, in accordance with discounted cash flow criteria and ratios applicable to comparable businesses or companies;

·                  The company’s liquidation value;

·                  Average quotation prices on the stock exchange where the shares are listed during the six month period immediately preceding the withdrawal application, regardless of the number of sessions necessary for such negotiation; and

·                  The consideration offered before, or the placement of the new shares, in the event that a public offering has been made with regard to the same shares or if new shares have been issued, if applicable, during the last year, to be counted as of the date of the agreement for the withdrawal application.

Under no circumstances can the price offered be lower than the price indicated in the fourth bullet above.

Mandatory or Voluntary Tender Offer in the Case of Near-total Control

If a shareholder or group of shareholders holds, directly or indirectly, 95% or more of the outstanding capital stock of a publicly traded Argentine company, any minority shareholder may request that the controlling shareholder launch an OPA for all outstanding shares of such company. In addition, a person that holds, directly or indirectly, 95% or more of the outstanding capital stock of a publicly traded Argentine company may issue a unilateral declaration of its intention to purchase all outstanding shares of such company within six months following the date of acquisition of near-total control and withdraw the company from public offering and its shares from listing and

trading. The price offered should be an equitable price, following the criteria set forth in Law No. 26,831, but in no case may it be lower than the average trading price of such shares during the six-month period preceding the OPA application.

Shareholder Claims

Pursuant to article 46 of Law No. 26.831, companies whose shares are listed on any authorized market (including the ByMA), such as we intend our shares to be, are subject to the jurisdiction of the arbitration court of such authorized market for all matters concerning such companies’ relationship with shareholders and investors, without prejudice to the right of shareholders and investors to submit their claims to the courts of the City of Buenos Aires.

Corporate Governance

We comply with the Argentine Corporate Law, the Law No. 26,831 and CNV rules and corporate governance regulations.

Our bylaws were amended at the extraordinary shareholders’ meeting held on October 7, 2015. Such amendment was approved by means of Resolution No.18,024 of the CNV dated April 19, 2016 and was registered before the IGJ. In addition, the extraordinary shareholders’ meetings held on April 19, 2016 and May 5, 2016 approved several amendments to our bylaws and an amended and restated text of our bylaws (texto ordenado), which were approved by the CNV and registered before the IGJ.

The ordinary and extraordinary shareholders’ meetings held on April 27, 2017 and April 24, 2018 approved further amendments to our bylaws and an amended and restated text of our bylaws (texto ordenado), which are currently subject to approval by the CNV and pending registration before the IGJ and, therefore, are not yet effective.

The shareholders’ meeting held on April April 27, 2017, amended Article Five, subsection (g) of Article Six and Article Sixteen of our bylaws. The latter two provisions were further amended by the shareholders’ meeting held on April 24, 2018.

Article Five of our bylaws, as amended on April 27, 2017, provides that the capital stock of the Company may be increased through an ordinary shareholders’ meeting decision up to five-fold of the amount at that time pursuant to article 188 of Argentine Law No. 19,550, being liable to register any capital increase resolution in public deed. As long as the Company is authorized to place a public offering of its shares, the capital stock: (a) will result from each subscription of the last approved capital stock increase and the capital evolution will be included in the Company’s financial statements; (b) pursuant to article 188 of of Argentine Law No. 19,550, may be increased through ordinary shareholders’ meeting without any limitation whatsoever and without being compelled to amend by-laws. Upon each increase, features of those shares to be issued will be defined in virtue of such increase, and the Board of Directors may be assigned the power to issue such shares, at different times, as deemed convenient within the two-year period from such shareholders’ meeting date, as well as the definition of payment terms and conditions of such shares. As long as the Company is authorized to place a public offering of its shares, the shareholders’ meeting may pass the issuance of options to be issued or securities convertible in shares and assign the Board of Directors the definition of such issuance terms and conditions, rights to be granted, price fixing of options and shares resulting from such options, as well as any other issue susceptible to be assigned pursuant to all regulations in force.

Subsection (g) of Article Six of our bylaws, as amended on April 24, 2018, provides that upon a tender offer of any shares of the Company, the price to be tendered per common share shall be the same for all classes of shares. In addition, upon a tender offer in case of a change of control, the fair price to be tendered shall not be lower than the highest price paid or agreed to be paid by the offeror, whether acting individually or jointly with any affiliates and or otherwise, per common share of any class of the Company during the 180 calendar days prior to, and including, the date of the offer. The procedure to carry out the tender offer must be done in accordance with the Capital Markets Law and with the CNV Rules.

Article Sixteen of our bylaws, as amended on April 24, 2018, provides that quorum and majority requirements for shareholders’ meetings shall be governed by Sections 243 and 244 of Argentine Law No. 19,550, according to the class of shareholders’ meeting, whether it is a first- or second-call meeting and the matters to be transacted thereat, except for the quorum at second-call extraordinary shareholders’ meetings, which shall be deemed validly constituted whichever the number of voting shares present. Further, any amendment to subsection (g) of Article Six described above shall be valid if also approved by the absolute majority of votes of Class B shareholders present at the meeting.

Item 10.CMaterial contracts

Item 10.CMaterial Contracts

No material contracts outside the ordinary course of business have been entered into during the last 2 years.

Item 10.DExchange Controls

Item 10.DExchange Controls

During 2001 and 2002, Argentina went through a period of severe political, economic and social crisis. Among other consequences, the crisis resulted in Argentina defaulting on its foreign debt obligations. After some years in which the Peso was freely convertible into U.S. Dollars, on December 3, 2001, in the midst of the crisis, the Argentine government imposed a number of monetary and currency exchange control measures through Decree No. 1570/01, which included restrictions on the free disposition of funds deposited with banks and tight restrictions on transferring funds abroad (including the transfer of funds to pay dividends) without the Central Bank’s prior authorization subject to specific exceptions for transfers related to foreign trade.

In January 2002, with the approval of the Public Emergency Law, Argentina declared a public emergency situation in its social, economic, administrative, financial and foreign exchange matters and authorized the Argentine Executive Branch to establish a system to determine the foreign exchange rate between the Peso and foreign currencies and to issue foreign exchange-related rules and regulations. The Public Emergency Law ceased to be in effect on December 31, 2017. Within this context, on February 8, 2002, through Decree No. 260/2002, the Argentine Executive Branch established (i) the MLC through which all foreign exchange transactions in foreign currency must be conducted, and (ii) that foreign exchange transactions in foreign currency must be conducted at the foreign exchange rate to be freely agreed upon among contracting parties, subject to the requirements and regulations imposed by the Central Bank.Bank (please see below for a summary of the main regulations). The public emergency term was renewed until its final expiration on January 6, 2018, formally ending Argentina’s state of general emergency.

On June 9, 2005, through Decree No. 616/2005,256 

After a brief period in which the national government established a provisional dual exchange system under the Public Emergency Law, the peso has fluctuated freely against other currencies since February 2002, although the Central Bank had the power to intervene in the exchange market buying and selling currencies, a practice that they carry out regularly. In recent years and particularly since 2011, the Argentine Executive Branch mandated that (i) all inflowsgovernment increased control of the exchange rate and the transfer of funds intoto and from Argentina.

Due to the localstrict exchange controls introduced by the government during the 2011, especially those which limited the access of private entities and individuals to foreign currencies (among them, the need to obtain an authorization from the AFIP to access to the foreign exchange market arising from foreign debts incurred by residents, both individuals or legal entitiesmarket), the implicit exchange rate, as reflected in the quotes of Argentine private sector, except for those concerningsecurities traded in foreign trade financing and primary issuances of debt securities admittedmarkets, compared to public offering and listed in authorized markets; and (ii) all inflows of funds by non-residents channeled through the MLC and aimed at being held in local currency, acquiring all types of financial assets or liabilities in the financial or non-financial private sector (except for foreign direct investments and primary issuances of debt securities and shares admitted to public offering and listed in authorized markets), and investments in securities issued by the public sector and acquired in secondary markets, should meet the following requirements: (i) such inflows of funds could only be transferred outside the local foreign exchange market at the expiration of a term of 365 calendar days as from the date of settlement of such funds into Pesos; (ii) the proceeds of such inflows of funds should be credited to an accounttheir respective quotes in the local banking system; (iii) a non-transferable and non-interest-bearing deposit for 30%market, increased significantly with respect to the official exchange rate. As of December 2015, most of the amountexchange restrictions that were in force were gradually lifted and, finally, on August 8, 2016, the Central Bank issued Communication “A” 6037 through which most restrictions to access the MLC were eliminated. As a result of the transaction should be kept in Argentina for a period of 365 calendar days, in accordance with the terms and conditions set forth in the applicable regulations (the “Deposit”); and (iv) the Deposit was to be denominated in U.S. dollars and held in Argentine financial institutions and it could not be used to guarantee or as collateral of any type of credit transactions. The requirements of Decree 616/2005 were subsequently eased, as detailed below.

On December 18, 2015, through Resolution No. 3/2015, the former Ministry of Treasury and Public Finance amended Executive Decree No. 616/2005, reducing (i) the Deposit percentage to 0% and (ii) the required period that the proceeds of any new financial indebtedness incurred by residents, held by foreign creditors and transferred through the MLC had to be kept in Argentina from 365 calendar days to 120 calendar days from the dateelimination of the transferlimit on the amount for the purchase of foreign currency without specific purposeor need for prior authorization, the relevant amount. On January 5, 2017, pursuant to Resolution No. 1—E/2017 ofsignificant disparity that existed between the Ministry of Treasury,official exchange rate and the mandatory stay period of 120 daysimplicit exchange rate derived from transactions with securities was further reduced to 0 days.significantly reduced.

OnFurthermore, on May 19, 2017, the Central Bank issued Communication “A” 6244, effective as of July 1, 2017, (amended by Communication “A” 6312 dated August 30, 2017), which structurally modified the exchange regulations in force, establishing a new foreign exchange regimenregime that significantly eased the access to the MLC. Communication “A” 6244 (as amendedMLC. This regime was in force until September 1, 2019.

On September 1, 2019, after the market disruptions caused by Communication “A” 6312) has replaced all previous rules governingthe results of the PASO elections, with the purpose of strengthening the normal functioning of the economy, fostering a prudent administration of the exchange transactions,market, reducing the general exchange positionvolatility of financial variables and containing the provisionsimpact of the variations of financial flows on the real economy, the Argentine government issued Decree No. 616/05, while rules governing information609/2019 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 filing requirements were not replaced.

In addition, Communication “A” 6244 (as amendedservices in the terms and conditions set forth by Communication “A” 6312the Central Bank’s implementing regulations and Communication “A” 6363) set forth:

1.

The principle of freedom of exchange: Argentine and non-Argentine residents may freely access the MLC.

2.

The obligation of carrying out any exchange transaction through an entitysettle for Pesos through the MLC; and (ii) authorized by the Central Bank has been maintained.

3.

Time restrictions to trade in the MLC for carrying out foreign exchange transactions have been eliminated.

4.

The mandatory inflow and settlement of export proceeds through the MLC within the applicable term.

5.

The obligation of Argentine residents to comply with the reporting regime, even though there has not been an income of funds to the MLC nor any future access through the transactions to be declared, is maintained.

Likewise, on November 10, 2017, the Central Bank repealedto (a) regulate access to the requirement thatforeign 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” 6844, as subsequently amended and supplemented from time to time by Central Bank’s communications, including without limitation Communications “A” 6862, 6869, 6882 and 6915 (jointly, the “FX Regulations”). Below is a description of the main exchange control measures implemented by the FX Regulations:

Specific provisions for inward remittances

Repatriation and settlement of the proceeds from operations of exports of goods services.

In accordance with section 7.1 of the FX Regulations, exporters must repatriate, and raw materials,settle in Pesos through the MLC, the proceeds of their exports of goods cleared through customs as from September 2, 2019.

Although the FX Regulations maintain the obligation to repatriate export proceeds to Argentina through the MLC, in accordance with article 2.6, exporters are authorized to avoid the settlement in Pesos to the extent that: (a) the funds are credited in foreign-denominated accounts in the name of the exporter, opened at local banks; (b) the funds are brought to Argentina within the applicable terms; (c) the funds are simultaneously applied to the making of payments for which the regulations grant access to the MLC, subject to any applicable caps; (d) if the funds correspond to the proceeds of new external financial indebtedness and are applied to the prepayment of foreign currency-denominated loans with local banks, the new indebtedness must have a longer average life than the local indebtedness, and (e) the mechanism is tax-neutral.

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Amounts collected in foreign currency for insurance claims related to the exported goods must also be repatriated and settled in Pesos in the MLC, up to the amount of the insured exported goods.

Moreover, through section 8 of the FX Regulations, the Central Bank reinstated the export proceeds monitoring system, setting forth rules governing such monitoring process and exceptions thereof. Exporters will need to appoint a financial entity in charge of monitoring compliance with the aforementioned obligations.

Decree No. 661/2019 clarified that the collection of the export benefits set forth under the Argentine Customs Code shall be subject to the exporter complying with the repatriation and peso settlement obligations imposed by the new FX Regulations.

Finally, the FX Regulations authorize the application of export proceeds to the repayment of: (i) pre-export financings and export financings granted or guaranteed by local financial entities; (ii) foreign pre-export financings and export advances settled in the MLC, provided that the relevant transactions were entered into through public deeds or public registries; (v) financings granted by local financial entities to foreign importers; and (vi) financial indebtedness under contracts executed prior to August 31, 2019 providing for cancellation thereof through the MLC.application abroad of export proceeds. The application of export proceeds to the repayment of other indebtedness shall be subject to Central Bank approval.

Obligation to repatriate and settle in Pesos the proceeds from exports of services

Article 2.2 of the FX Regulations imposes to exporters the obligation to repatriate, and settle in the MLC, the proceeds from exports of services within 5 business days following payment thereof.

Sale of non-financial non-produced assets

Pursuant to Communication “A” 6401, dated December 26, 2017,article 2.3 of the FX Regulations, the proceeds in foreign currency of the sale of non-financial non-produced assets must be repatriated and settled in Pesos in the MLC within 5 business days following either the perception of funds in the country or abroad, or their accreditation in foreign accounts.

External financial indebtedness

Article 2.4 of the FX Regulations have reinstated the requirement to repatriate, and settle in Pesos through the MLC, the proceeds of new financial indebtedness disbursed from and after September 1, 2019 as a newcondition for accessing the MLC to make debt service payments thereunder. Although the regulations do not establish a specific term for repatriation, this requirement shall be met any time prior to accessing the MLC. The reporting regime was created by means of which the “Review of Debt Securities and External Liabilities Issued bydebt under the Financial Sector and the Non-Financial Private Sector”reporting regime established by Communication “A” 3602,6401 (as amended and restated from time to time, the “External Assets and Liabilities Reporting Regime”) is also a condition to access the MLC to repay debt service.

Subject to compliance with the aforementioned obligations, access to the MLC is granted for the repayment of debt services at maturity or up to 3 business days in advance. In addition, as set forth by article 3.5 of the FX Regulations, access to the MLC for prepayments will be granted, provided all of the following conditions are met: (i) the prepayment is simultaneous with the conversion of the new indebtedness to Pesos; (ii) the new indebtedness has a higher average life than the outstanding of the current debt being prepaid; and (iii) the first principal payment under the new indebtedness is (a) at a later date and (b) for an amount not greater than, the scheduled principal payment under the existing debt being prepaid.

Moreover, article 3.11 of the FX Regulations authorizes (1) local borrowers under (A) foreign financial indebtedness with non-related creditors and (B) foreign indebtedness to finance the import of goods granted by foreign financial entities or official credit agencies, and (2) Argentine security trusts created to guarantee indebtedness detailed in (1)(A) and (1)(B) above, to access the MLC to purchase foreign currency to constitute the guarantees for the amounts required under the relevant loan agreements, subject to compliance with the following conditions: (a) the relevant indebtedness grants the relevant borrower access to the MLC for repayment and the “Survey on direct investments,” establishedagreements provide for debt service guarantee accounts; (b) the funds are transferred to accounts opened in local financial entities; credit into offshore accounts shall only be admitted if that is the only alternative set forth under the financing documents provided that such financing documents were entered into before August 31, 2019; (c) the amount accumulated in guarantee accounts does not exceed the amount of the next debt service payment; (d) the daily purchases do not exceed 20% of the maximum amount mentioned in (c); and (e) the bank must review the financing documents and confirm that the aforementioned conditions are met. Any funds not applied to cancel debt services must be settled through in Pesos in the MLC within 5 business days from the corresponding debt service payment date.

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Additionally, article 3.3 of the FX Regulations states that the Central Bank’s prior approval will be required to access the MLC for the repayment of debts for imports of goods and services.

Duly registered securities that are denominated and payable in foreign currency in Argentina

In accordance with article 2.5 of the FX Regulations issued by Communication “A” 4237, were replaced bythe Central Bank, resident debt issuers are granted access to the MLC for the payment at maturity of principal and interest under new duly registered issuances of debt securities that are denominated and payable in foreign currency in Argentina, to the extent they (i) are fully subscribed in foreign currency, and (ii) the proceeds from the issuance are settled through the MLC. However, the settlement of the proceeds from the issuance shall not be required for the future access to the MLC for repayment of domestic issuances as provided in (ii) above, provided that certain conditions are met (i.e., the proceeds are deposited in a unified report on direct investmentslocal foreign currency-denominated bank accounts and debt. Onlyare simultaneously applied to transactions having access to the MLC, and the mechanism is tax neutral, among others).

Payments of local debt securities denominated in foreign currency among residents

In accordance with article 3.6 of the FX Regulations, access to the MLC for the payment of foreign currency denominated obligations between Argentine residents (both legalexecuted from September 1, 2019 is subject to prior approval from the Central Bank. With regard to existing transactions as of such date, access is authorized; provided that the relevant transactions were entered into through public deeds or public registries. These prohibitions do not apply to loans in foreign currency granted by local financial entities, including payments of credit cards.

Access to the foreign exchange market by security trusts for principal and interest payments.

Pursuant to article 3.7 of the FX Regulations, Argentine security trusts created to guarantee principal and interest payments by resident debtors may access the MLC in order to make such payments at their scheduled maturity, to the extent that, pursuant to the current applicable regulations, the debtor would have had access to the MLC to make such payments directly. Also, subject to certain conditions, a trustee may access the MLC to guarantee certain capital payments and interest on financial debt abroad and anticipate access to it.

Specific Provisions Regarding Access to the Exchange Market

Residents are authorized to access the MLC for the payment of import of goods in accordance with article 10.1 of the FX Regulations. This regulation sets forth different requirements depending on whether it relates to the payment of imports of goods with customs clearance or natural persons) whose flowthe payments of balanceimport of foreign assetsgoods pending customs clearance. Also, the imports and import payments monitoring system (SEPAIMPO) has been reinstated, setting forth rules governing such monitoring process and exceptions thereof.

Pursuant to the FX Regulations, the local importer must appoint a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with the applicable regulations, including, among others, the liquidation of import financing and the entry of imported goods.

Prior authorization by the Central Bank is required for access to the MLC for due or debt during the previous calendar year reaches oroverdue payments for imports of goods with related companies abroad when it exceeds the equivalent of U.S.$1U$S 2 million per month per resident customer, as stated by article 10.3.2.5 of the FX Regulations.

All outstanding debts as of August 31, 2019, either those due prior to such date or those that did not have a stipulated expiration date, are considered to be overdue or due.

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Payment of services provided by non-residents

Pursuant to article 3.2 of the FX Regulations, residents may access the MLC for payment of services provided by non-residents (except affiliates), as long as it is verified that the operation has been declared, if applicable, in Pesos are requiredthe last presentation of the External Assets and Liabilities Reporting.

Access to report foreign holdingsthe MLC for the prepayment of (i) sharesdebts for services requires prior authorization by the Central Bank.

Repayment of principal and other capital participations; (ii) debt; (iii) financial derivatives;interest of imports of goods and (iv) real estate, on an annual basis. Argentine residents whose flow or balance of foreign assets or debt reaches or exceeds the equivalent of U.S.$50 million in Pesos, shall comply with the report on a quarterly basis. On January 11, 2018, with the aim of providing more flexibilityservices

Access to the foreign exchange systemmarket for the repayment of principal and promoting competition, allowinginterest of imports of goods and services is granted provided that the entranceoperation has been declared, if applicable, in the last overdue presentation of new playersthe External Assets and Liabilities Reporting.

Access to the system, a free floatingMLC for the prepayment of debts for imports of goods and services shall require prior authorization by the Central Bank.

Payment of dividends and corporate profits

In accordance with article 3.4 of the FX Regulations, access is granted to the MLC to pay dividends to non-resident shareholders, subject to the following conditions:

·Maximum amounts: The total amount of transfers made through the MLC for payment of dividends to non-resident shareholders may not exceed the 30% of the total value of the capital contributions made in the relevant local company that entered and settled through the MLC as of January 17, 2020. The total amount paid to non-resident shareholders shall not exceed the corresponding amount denominated in Pesos determined by the shareholders’ meeting to be distributed as dividends.
·Minimum Period: Access to the MLC will only be granted after a period of not less than thirty (30) calendar days has elapsed as from the date of the settlement of the last capital contribution that is taken into account for determining the aforementioned 30% cap.
·Documentation requirements: Dividends must be the result of closed and audited balance sheets. When requesting access to the MLC for this purpose, evidence of the definitive capitalization of capital contributions must be provided or, if not available, evidence of filing of the process of registration of the capital contribution before the Public Registry shall be provided. In this case, evidence of the definitive capitalization shall be provided within 365 calendar days from the date of the initial filing with the Public Registry. If applicable, the External Assets and Liabilities Reporting Regime shall have been complied with.

Access to the MLC by other residents -excluding entities- for the formation of external assets and for derivatives transactions

Article 3.10 of the FX Regulations sets forth that access to the MLC for the build-up of foreign exchange market was createdassets and for derivatives transactions by meanslocal governments, mutual funds, other universalities established in Argentina, requires prior authorization by the Central Bank.

Derivatives transactions

Article 4.4 of Decree No. 27/2018 replacing the MLC.FX Regulations requires that derivatives transactions, including payment of premiums, constitution of collateral and settlement of futures, forwards, options and other derivatives, shall, as of September 11, 2019, be made in local currency (i.e.., Pesos).

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WithinLikewise, access to the newMLC is granted for the payment of premiums and settlements, margins and other collateral in connection with interest rate hedge agreements for foreign debt declared and validated, if applicable, in the External Assets and Liabilities Reporting Regime, as long as such agreements do not cover higher risks than external liabilities of the recorded debtor’s interest rate risk being covered.

An entity authorized to operate in the MLC must be designated by the debtor to track the operation and an affidavit must be provided in which the debtor undertakes to repatriate and settle the funds that are in favor of the local client as a result of such operation, or as a result of the release of the funds of the constituted as collateral, in Pesos within the following five (5) business days.

Other Specific Provisions

Access to the MLC for savings or investments purposes of individuals

Pursuant to article 3.8 of the FX Regulations, Argentine residents may access the MLC for the purposes of external assets’ formation, family assistance or derivative operations (with some exceptions expressly set forth) for up to U$S 200 (through debits to local bank accounts) or U$S 100 (in cash) per person per month through all authorized exchange market, exchange operations willentities. If the access entails a transfer of the funds abroad, the destination account must be an account owned by the same person.

In all cases, the person shall be obligated to submit a sworn statement expressing that the funds shall not be used for the secondary purchase of securities within the following five (5) business days. In addition, if an individual purchases securities through payment in foreign currency, the same must have been held by the client for at least 5 business days since the settlement of the transaction before their subsequent sale or transfer to another depositary. This minimum holding period shall not apply if the sale of the securities is carried out in the same jurisdiction and the settlement of the transactions is made in the same foreign currency.

Access to the MLC by financial entities and any other person authorized tonon-residents

In accordance with article 3.12 the FX Regulations, prior approval by the Central Bank will be required for access to engage in permanent or customary trade in the purchase and sale of foreign coins and banknotes, gold coins or bars and traveler’s checks, money orders, transfers or similar operations in foreign currency.

By virtue of Communication “A” 6443 of the Central Bank, which entered into force on March 1, 2018, companies from any sector that operate in the foreign exchange market may operate asby non-residents for the purchase of foreign currency, except for the following operations: (a) international organizations and institutions that perform functions of official export credit agencies, (b) diplomatic representations and consular and diplomatic personnel accredited in the country for transfers made in the exercise of their functions, (c) representatives of courts, authorities or offices, special missions, commissions or bilateral bodies established by Treaties or International Agreements, in which the Argentine Republic is part, to the extent that transfers are made in the exercise of their functions, (d) foreign transfers in the name of individuals who are beneficiaries of retirement and/or pensions paid by the ANSES, for up to the amount paid by said agency in the calendar month and to the extent that the transfer is made to a bank account owned by the beneficiary in its registered country of residence, and purchase of foreign currency (in cash) by non-resident individuals for tourism and travel expenses, up to a maximum amount of U$S100 dollars, to the extent the financial entity can verify that the client has settled an exchange agency solely by registering via an electronic form entitledamount equal or higher than the “Registry of Exchange Operators” (Registro de Operadores de Cambio).sum to be purchased within 90 days prior to the operation.

Exchanges and arbitrage

AsPursuant to article 4.2 of the date of this annual report, in accordanceArgentine FX Restrictions, entities are allowed to carry out exchange and arbitrage operations with current regulations, all individuals and legal persons, assets and other universities may operate freelytheir clients in the MLCfollowing cases: (i) when such operation is not subject to the settlement obligation in the MLC; (ii) when an individual transfers funds from their local accounts in foreign currency to own bank accounts abroad, (iii) when foreign currency transfers by local central collective deposit securities for funds received in foreign currency for capital services and income from National Treasury securities, (iv) arbitration operations not originated in foreign exchangetransfers provided that such funds are debited from an account in foreign currency of the client in a local entity, and (v) operations that, if structured as separate transactions, shallmay be carried out without the need to obtain prior Central Bank approval.

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Securities related operations

As per article 4.5 of the FX Regulations, if an individual purchases securities through payment in foreign currency, the same must have been held by the client for at least 5 business days since the exchange rate freely agreed betweensettlement of the parties. All exchange and/transaction before their subsequent sale or arbitrage operationstransfer to another depositary. This minimum holding period shall not apply if the sale of the securities is carried out in the same jurisdiction and the settlement of the transactions is made in the same foreign currency. In all cases, the client shall be obligated to submit a sworn statement expressing that the funds shall not be used for the secondary purchase of securities within the following 5 business days.

Moreover, when a mere transfer of foreign currency deposited in a local account of a resident individual to a foreign account of the same individual is done, a sworn statement must be carried out through financial or exchange entities authorizedsubmitted expressing that there has not been any sale of securities with local settlement in foreign currency within the last 5 business days.

Foreign Exchange Criminal Regime

Any operation that does not comply with the provisions of the FX Regulations is subject to Law No. 19,359 of Foreign Exchange Criminal Regime.

Notwithstanding the above mentioned measures adopted by the current administration, the Central Bank and must complythe federal government in all cases with the provisions applicablefuture may impose additional exchange controls that may further impact our ability to each transaction. Transactionstransfer funds abroad and may prevent or delay payments that do not fall within the scope of the foreign exchange regulations will be subjectour Argentine subsidiaries are required to the Foreign Exchange Regime Law.make outside Argentina.

Item 10.ETaxation

Item 10.ETaxation

The following discussion contains a description of the principal Argentine and United States federal income tax consequences of the acquisition, ownership and disposition of our Class B shares or ADSs, but itADSs. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our Class B shares or ADSs, andit is not applicable to all categories of investors, some of which may be subject to special rules, and it does not specifically address all of the Argentine and Unites States federal income tax considerations applicable to any particular holder. This summarydiscussion is based upon the tax laws of Argentina and the regulations thereunder and the tax laws of United States and the regulations thereunder as in effect on the date of this annual report, which are subject to change, possibly with retroactive effect, and to differing interpretations. Each prospective purchaser is urged to consult its own tax advisor about the particular Argentine and United States federal income tax consequences to it of an investment in our Class B shares or ADSs. This discussion is also based upon the representations of the depositary and on the assumption that each obligation in the deposit agreement among us, The Bank of New York Mellon, as depositary and the registered holders and beneficial owners of the ADSs, and any related documents, will be performed in accordance with its terms.

Material Argentine Tax Considerations

The following opiniondiscussion is a summary of the material Argentine tax mattersconsiderations relating to the purchase, ownership and disposition of our Class B shares or ADSs. The following summary is based upon the tax laws of Argentina and regulations thereunder as ofin effect on the date of this annual report,document and is subject to any subsequent change in Argentine laws and regulations whichlaw that may come into effect after such date. This section isAny such change could apply retroactively and could affect the opinioncontinued validity of this summary. On December 29, 2017, Law 27,430 was published in the Official Gazette introducing a material tax reform (the “Tax Reform Law”), which introduced several modifications to the former tax regime. The Tax Reform Law has been regulated by the General Resolution (AFIP) No. 4227/2018 (published in the Official Gazette on April 12th 2018), regulating, among others, the income tax applicable to income derived from financial transactions, obtained by Foreign Beneficiaries (as defined below). Decree No.1170/2018 (published in the Official Gazette on December 27th, 2018) has regulated certain amendments introduced by the Tax Reform Law. Also, on December 6, 2019, Decree No.824/2019 was published in the Official Gazette, which approved a new restated text of the law firmIncome Tax Law. On December 9, 2019, Decree No.862/2019 was published in the Official Gazette, which approves a new ordered text of Errecondo, González & Funes insofar as it relatesthe regulatory decree of the Income Tax Law, with certain modifications. It is important to matters ofpoint out that on December 23, 2019, Law No. 27,541 was published in the Official Gazette, which also introduces several modifications to the Argentine tax law.  regime, such as the income tax applicable to income obtained by Argentine resident individuals and undivided estates located in Argentina derived from financial operations, among other aspects. Law No. 27,541 has been regulated by the Decree No.99/2019 (published in the Official Gazette on December 28, 2019), General Resolution (AFIP) No.4659/2020 (published in the Official Gazette on January 7, 2020) and General Resolution (AFIP) No.4664/2020 (published in the Official Gazette on January 15, 2020).

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This opinionsummary 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 does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a holder of such securities.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 annual report will agree with this interpretation. Holders should carefully read “Item 3.D Risk FactorsRisks RelatingIn this regard, it is important to Our Class B Shareshighlight that, notwithstanding the issuance of the Decree No.99/2019, General Resolution (AFIP) No.4659/2020 and General Resolution (AFIP) No. 4664/2020, it is expected that more regulations and explanations be issued shortly, since to date it is not possible to determine how the ADSsChanges inrecent modifications incorporated to the Argentine tax laws may adversely affect the results of our operations andregime will be applied and/or construed by the tax treatmentauthorities of our Class B shares and/or the ADSs.”Argentina. Holders are encouraged to consult their tax advisors regarding the tax treatment of our Class B shares andor ADSs as it relates to their particular situation.

Income Tax

Taxation on dividends

PursuantAccording to Law No. 26,893, dividends and other profits paid in cash or in kind —except for stock dividends—by companies and other entities incorporated in Argentina referredthe amendments introduced to in the Income Tax Law Sections 69 (a)(1), (2), (3), (6)by virtue of the Tax Reform Law, and (7)Law N° 27,541, as of fiscal year 2018, the taxation applicable on the distribution of dividends from Argentine companies would be as follows:

(i)Dividends originated in profits obtained during fiscal years initiated after January 1, 2018 and up to December 31, 2020: dividends on Argentine shares 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”). Note that according to Section 48 of Law N° 27,541, the application of the corporate 25% rate was suspended for one tax period; thus the 7% rate would also apply for dividend distributions involving profits obtained during fiscal years initiated after January 1, 2018 and up to December 31, 2020. However, if dividends are distributed to Argentine entities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina), no Dividend Tax should apply. Equalization Tax (as defined below) is not applicable.

Argentine individuals and Section 69(b), wereundivided estates located in Argentina are not allowed to offset income arising from the distribution of dividends on Argentine shares with other losses arisen in other type of operations.

(ii)Dividends originated in profits obtained during fiscal years initiated after January 1, 2021 onward: dividends on Argentine shares paid to Argentine individuals and non-Argentine residents would be subject to a 13% income tax withholding on the amount of such dividends. Please note that according to Section 48 of Law N° 27,541, the application of the corporate 25% rate was suspended for one tax period; thus the 13% rate would apply for dividend distributions involving profits obtained during fiscal years initiated after January 1, 2021. In the case of non-Argentine residents, such 13% rate could be reduced pursuant to applicable treaties to avoid double taxation if certain conditions are met, as the case may be. However, if dividends are distributed to Argentine entities, no Dividend Tax should apply. Equalization Tax is not applicable.
(iii)Dividends originated in profits obtained during tax periods before those contemplated above: no Argentine income tax withholding would apply on dividend distributions except for the application of the Equalization Tax (as defined below).

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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. In order to assess the “net accumulated taxable income” from the income calculated by the Income Tax Law, the income tax at a 10% rate except for those beneficiaries that were domestic corporate taxpayers. Law No. 27,260 repealed this withholding taxpaid 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 of July 23, 2016. Consequently, no withholding tax is to levied on dividends distributed to either Argentine or non-Argentine resident shareholders since then. This treatment applies only to dividends to be distributed at any time out of retained earnings accumulated until the end of the last fiscal year starting before January 1, 2018.

Likewise, the portion of those dividends exceeding the company’s accumulated net taxable income (as determined by application of the Argentine Income Tax Law), if any, is subject to a 35% withholding tax on such excess (the “Equalization Tax”). For purpose of the Equalization Tax,shareholder receiving the amount of accumulated net taxable incomedividend. Dividend distributions made in property (other than cash) would be subject to be considered shall be determined by (1) deducting the incomesame tax rules as cash dividends. Stock dividends on fully paid by the company, and (2) adding the dividends

and profitsshares (“acciones liberadas”) are not subject to tax received as distributions from other corporations. If the distribution is in-kind, then the corporation must pay the tax toEqualization Tax.

For Argentine individuals and undivided estates not registered before the Argentine tax authorities andas taxpayers for income tax purposes as well as for non-Argentine residents, the Dividend Tax withholding will be entitledconsidered a final payment. Argentine individuals and undivided estates are not allowed to seek reimbursementoffset income arising from the shareholders.distribution of dividends on Argentine shares with losses from other types of operations.

Dividends to be distributed out of earnings accrued in fiscal years starting on or after January 1, 2018, are to be subject to a tax treatment different from the one previously described, based on the recent enactment of a comprehensive tax reform -Law No. 27,430-, published in the Official Gazette on December 29, 2017, and generally effective since January 1, 2018.

Pursuant to Law No. 27,430, dividends and other profits paid in cash or in kind —except for stock dividends—by companies and other entities incorporated in Argentina referred to in the ArgentineThe Income Tax Law (the “Income Tax Law”), Sections 69 (a)(1), (2), (3), (6), (7) and (8), and Section 69(b)provides a first in-first out of retained earnings accumulated in fiscal years starting on or after January 1, 2018, will be subjectrule pursuant to withholding tax at a 7% rate (on profits accrued during fiscal years starting January 1, 2018 to December 31 2019), and at a 13% rate (on profits accrued in fiscal years starting January 1, 2020 and onwards), provided that they arewhich distributed to Argentine resident individuals and foreign shareholders. No dividend withholding tax applies if dividends are distributedcorrespond to the aforementioned Argentine corporate entities required to assessformer accumulated profits of the dividend withholding tax.  In addition, the Equalization Tax is repealed. distributing company.

Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from any profit distributions we may make not onlymade on our Class B shares but also on theand ADSs.

Capital gains tax

TheAccording to Income Tax Law regulations, the results derived from the transfer of shares, quotas and other equity interests, titles, bonds and other securities, of Argentine companies are subject to Argentine capital gainsincome tax (unless an exemption applies), regardless of the type of beneficiary who realizes the gains.

gain.

Capital gains obtained by Argentine corporate taxpayersentities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities)entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina, among others) derived from the sale, exchange or other disposition of shares in Argentine entities are subject to income tax on the net income at the corporate rate on net income. Recently, Law No. 27,430 decreased the corporate income tax rate from 35% toof 30% for fiscal years beginning oninitiated after January 1, 2018 and up to December 31, 2019,2020 and toat the rate of 25% for fiscal years beginning ontax periods initiated after January 1, 20202021 and onwards.

Individual resident’s capital gains Note that, according to Section 48 of Law N° 27,541, the reduction of the corporate rate provided for in the Tax Reform Law was suspended until tax

Law No 27,430 established that as from periods commencing after January 1, 2021, inclusive. Losses arising from the sale of shares can only be offset against income derived from the same type of operations, for a five-year carryover period.

Starting in 2018, gains realizedincome obtained by Argentine resident individuals and undivided estates located in Argentina from the sale transfer or disposition of shares securities representing shares and certificates of deposit of sharesother securities are exempt from capital gains tax 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 in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, offers; and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offeringa tender offer regime and/or exchange of shares authorized by the CNV. For periods priorIn addition, Section 34 of Law N° 27,541, provides that as from tax period 2020, in the case of securities under the provisions of Section 98 of the Income Tax Law, not included in the first paragraph of Section 26 subsection u) of the Income Tax Law, Argentine resident individuals and undivided estates located in Argentina are exempt from capital gains tax derived from their sale, exchange, or disposal to 2018, it is currently under discussion the extent of the exemption (established by Law No. 26,893 and its implementing decree 2334/2013) applicable to the sale of shares and othersaid securities through a stock exchange market, so as to determine whether it applies only sales of securities made inare listed on stock exchanges dulyor securities markets authorized by the CNV, without provisions of Section 109 of the Income Tax Law being applicable. Section 109 of the Income Tax Law provides that the total or partial exemptions established or that will be established in any stock exchanges.

Nonresident’s capital gainsthe 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

Pursuant for Argentine resident individuals and undivided estates located in Argentina. ADSs would not qualify for the exemption applicable to Law No. 26,893, capital gains obtainedArgentine resident individuals since the referred conditions would not apply. If the exemption does not apply, the income derived by non-Argentine residentsArgentine resident individuals and undivided estates located in Argentina from the sale, exchange or other disposition of ADSs (and shares, and other equity interests, bonds and other securities of Argentine companies wereif applicable) is subject to income capital gains tax until December 30, 2017, even if those transactions were entered into between nonresidents.

Law Noat a 15% rate on net income (calculated in Pesos). 27,430 provides that the capital gains tax applicable to nonresidents for transactions entered into between September 23, 2013 and December 30, 2017, is still due.  However, no taxes will be claimed to nonresidents with respect to past sales of Argentine shares or other securities traded in CNV’s authorized markets (such as ADSs) as long as the cause of the non-payment was the absence of regulations stating the mechanism of tax collection at the time the transaction was closed. General Resolution (AFIP) 4.227, which will come into effect on April 26, 2018,

stipulates that the income tax should be paid to the AFIP under the following procedures: (i) in case the securities were sold through an Argentine stock exchange market, and the withholding has been made, then the withholder must pay the tax, (ii) in case the securities were sold but not through an Argentine stock exchange market and there is an Argentine buyer involved, then the Argentine buyer should pay the income tax; and (iii) when both the seller and the buyer were foreign beneficiaries and the sale was not performed through an Argentine stock exchange market, the person liable for the tax is the buyer and the payment shall be made through an international bank via wire transfer to the AFIP. The payment of capital gains tax applicable for transactions entered into before December 30, 2017 is due on June 11, 2018.

In turn, Law 27,430 and Decree 279/2018, maintain the 15% capital gains tax (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) on the disposal of shares or securities by nonresidents. However, nonresidents are exempt from the capital gains tax on gains realizedLosses arising from the sale of (a)non-exempt Argentine shares can only be offset by Argentine 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.

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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 points (i), (ii) and (iii) of the paragraph above, 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 met. Pursuant to recent amendments introduced by Law N° 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 are listed on stock exchanges or securities markets authorized by the CNV (although this is not very clear in the law and further clarifications should be issued). Due to the amendments introduced to the Income Tax Law, as from 2018, non-Argentine resident individuals or legal entities (“Foreign Beneficiaries”) are also 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,CNV; and/or (ii) when the shares wereare traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, offers; and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offeringa tender offer regime and/or exchange of shares authorized by the CNV; and (b) depositary shares or depositary receipts issued abroad, when the underlying securities are shares (i) issued by Argentine companies, and (ii) with authorization of public offering.CNV. The exemptions will only applyexemption applies to the extent the foreign beneficiariesForeign Beneficiaries reside in or the funds used for the investment proceed from, jurisdictions considered as cooperating for purposesa “cooperative jurisdiction” and, in accordance with Section 90 of the exchangeregulatory decree of tax information.

the Income Tax Law, if their funds come from “cooperative jurisdictions” (as defined below).

In addition, it is clarifiedthe Tax Reform Law stated that from 2018 onward, gainsincome derived from the sale of ADSs willgives rise to Argentine source income. However, capital gains obtained from the sale, exchange or other disposition of ADSs by Foreign Beneficiaries that reside in a cooperative jurisdiction and, in accordance with Section 90 of the regulatory decree of the Income Tax Law, their funds come from cooperative jurisdictions, are exempt from income tax on capital gains derived from the sales 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 treated from Argentine sources.

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 to the extent foreign beneficiaries do not reside in, or therelevant Foreign Beneficiary is a cooperative jurisdiction resident and its funds do not arise from,were channeled through cooperative jurisdictions, not considered as cooperative for purposes of fiscal transparency, the gain realizedderived from the disposition of sharesADSs 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. In case such foreign beneficiaries reside

For Foreign Beneficiaries resident in or thewhose funds arisecome from jurisdictions not considerdconsidered as cooperativenon-cooperative for purposes of fiscal transparency, a 35%the tax rate onapplicable to the the net capital cagin sales of shares and/or ADSs is assessed at a 31.5% effective rate on the gross price should apply.

In such scenarios, according35%. Pursuant to General Resolution (AFIP) 4227,AFIP 4227/2018, the income taxpresumed net basis on which the 35% rate should be withheld and paid to the AFIP under the following procedures: (i) in case the securities were sold by a foreign beneficiary, through an Argentine stock exchange market, the custodian entity should withhold and pay the tax if it is involvedapply in the case of sale or disposition of securities is assessed at 90%. General Resolution (AFIP) N°4227/2018 provides different payment process; if it is not involvedmechanisms depending on the specific circumstances of the sale transaction. Pursuant to Section 252 of the regulatory decree of the Income Tax Law, in the payment process but there is an Argentine buyer involved,cases included in the Argentine buyer should withholdlast paragraph of Section 98 of the income tax (ii) in caseIncome Tax Law (i.e., when the securities were sold by a foreign beneficiary, but not through an Argentine stock exchange marketacquirer and there is an Argentine buyer involved, the Argentine buyer should withhold the income tax; and (iii) when both the seller andof the buyersecurity involved are foreign beneficiaries and the sale is not performed through an Argentine stock exchange market, the person liable fornon-Argentine residents), the tax shall be paid by the foreign seller directly through the mechanism established for such purpose by the tax authorities, or through an Argentine individual resident with sufficient mandate or by the foreign seller’s legal representative domiciled in Argentina.

As a result of the sellerrecent enactment of the shares or securities being transferred or directly by the seller, in the event that there was no local legal representative. In this case, the payment shallLaw N° 27,541, certain clarifications and definitions are still pending and expected to be made through an international bank via wire transfer to the AFIP.

issued shortly.

Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from the holding and disposing of ADSs or Class B Shares.shares and ADSs and whether any different treatment under a treaty to avoid double taxation could apply.

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Tax treaties

Argentina has signed tax treaties for the avoidance of double taxation with Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, Mexico, the Netherlands, Norway, Russia, Spain, Sweden, Switzerland , the UK and the United Arab Emirates. The treaties signed with China, Luxembourg, Qatar, Turkey, Austria and Japan 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. Holders are encouraged to consult a tax advisor as to the potential application of the provisions of a treaty in their specific circumstances.

Personal assets tax

For tax period 2019 onwards, Argentine companies, such asentities like us have to assess and pay the personal assets tax corresponding to their shareholders that are Argentine and foreign resident individuals and non-Argentineforeign resident persons. Asentities for the holding of company shares as of December 31 2016,of each year. Recently enacted Law N° 27,541 changed the “domicile” criterion for the “residence” criterion as stipulated under income tax rules. Also, according to Section 13 of the Decree No. 27,260 lowered99/2019 any reference to “domicile” criterion in relation to the personal assets tax should be understood as referring to “residence”. For tax period 2019, inclusive, and onwards the applicable tax rate to 0.25%, which is to be assessed0.50% and is levied on the proportional net worth value (valor(“valor patrimonial proporcional),proporcional”)by December 31st of each year, of the shares as perarising from the Argentine entity’s last financial statements prepared under Argentine GAAP.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 domiciledresident individuals and/or foreign domiciledresident 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.

PursuantIt is unclear if non-Argentine resident parties are subject to Law No. 27,260, Argentine companies that have properly fulfilled theirpersonal assets tax obligations during the two fiscal year periods prioron ADSs. Holders are encouraged to consult a tax advisor as to the 2016 fiscal year and comply with certain other requirements may qualify for an

exemption onparticular Argentine personal assetassets tax for the 2016, 2017 and 2018 fiscal years. The request for this tax exemption had to be filed before March 31, 2017. The Company has already filed this request and has been granted the exemption for the referred fiscal years. Notwithstanding, in the future, the Company may not be exemptconsequences derived from the paymentholding of the personal assets tax.Class B shares and ADSs.

Value added tax

The sale, exchange or other disposition of our Class B shares andor ADSs and the distribution of dividends in connection therewith, are exempted from the value added tax.

Tax on debits and credits on Argentine bank accounts

Credits toAll credits and debits fromoriginated 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% that may apply in. According to Section 45 of Law N° 27,541, the applicable rate of tax on debits and credits on Argentine bank accounts (the “TDC”) is doubled for certain cases.cash withdrawals made by certain Argentine legal entities. Owners of bank accounts subject to the general 0.6% rate may consider 34%33% of the tax paid upon credits to such bank accounts andas a tax credit against specific taxes. The taxpayers that are subject to the 1.2% rate may consider 17%33% of all tax paid upon credits to such bank accounts 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%.

TDC 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 (AFIP-DGI) in accordance with AFIP’s General Resolution No.3900/2016.

Pursuant to Law No. 27,432 (published in the Official Gazette on presumed minimum income. WhenDecember 29, 2017), the TDC shall apply until December 31, 2022, inclusive. Whenever financial institutions governed by Law No. 21,526 make payments acting in their own name and on their own behalf, the application of this tax is restricted only to certain specific transactions. Such specific transactions include, among others, dividends or profits distributions.

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Tax on minimum presumed income

Entities domiciled in Argentina are subjectPursuant to this tax atLaw No. 27,260, passed by the rate of 1% applicable over the total value of their taxable assets, to the extent it exceeds in the aggregate an amount of Ps.$200,000. Specifically, the law establishes that banks, other financial institutions and insurance companies will consider a taxable base equal to 20% of the value of taxable assets. This tax shall be payable only to the extent the income tax determined for any fiscal year does not equal or exceed the amount owed under the taxArgentine Congress on minimum presumed income. In such case, only the difference betweenJune 29, 2016, the tax on minimum presumed income determinedwas eliminated for such fiscal year and the income tax determined for that fiscal year shall be paid. Any tax on minimum presumed income paid will be applied as a credit toward income tax owed in the immediately-following 10 fiscal years. Please note that shares and other equity participations in entities subject to tax on minimum presumed income are exempt from this tax. Pursuant to the Tax Amnesty Law, tax on minimum presumed income was repealed effective effectiveperiods beginning as of the fiscal year beginning on January 1, 2019.

PAIS Tax (“Impuesto para una Argentina inclusiva y solidaria”)

TurnoverLaw N° 27,541 establishes, on an emergency basis and for the term of five fiscal periods from the entry into force of said law (i.e. December 23, 2019), a federal tax applicable to certain transactions for the purchase of foreign currency for saving purposes or without a specific destination and other operations of currency exchange and acquisition of services performed by Argentine tax residents (individuals, undivided estates, legal entities, among others). This tax rate oscillates between 8% and 30%, depending on the operation.

Investors should consider the provisions that apply to them according to their specific case.

Gross turnover tax

This tax is a local tax levied on 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 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 to Argentine residents on the transfer of Class B shares or ADSs and on the paymentperception of dividends to the extent such activity is conducted on a regular basis within an Argentine province or within the City of Buenos Aires. However, under the Tax Code of the City of Buenos Aires, any transactionstransaction with shares as well as the paymentperception of dividends are exempt from gross turnover tax.

In accordance with the stipulations of the Fiscal Consensus entered into by and amongst the Argentine Executive Branch, the representatives of the Provinces and the City of Buenos Aires on November 16, 2017 and approved by the Argentine Congress on December 21, 2017 (the “Fiscal Consensus” and/or the “Consensus”), local jurisdictions took on certain commitments in connection with certain taxes that are within their area of competence. The Consensus shall be effective only in connection with the jurisdictions that have their legislative branches approve the Consensus and such effectiveness shall not commence if such approval has not been granted. When it comes to the impact of the Consensus on gross turnover tax, the Argentine provinces and the City of Buenos Aires agreed to grant exemptions and impose maximum tax rates on certain businesses and for certain periods.

However, it is important to point out that on December 17, 2019, the Argentine Executive Branch, the representatives of the Provinces and the City of Buenos Aires signed an agreement to suspend the Fiscal Consensus. This agreement shall be effective only in connection with the jurisdictions that have their legislative branches approve it and such effectiveness shall not commence if such approval has not been granted.

Holders of our Class B shares orand ADSs are encouraged to consult a tax advisor as to the particular Argentine gross turnover tax consequences derived fromof holding and disposing of our 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 ADS.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 shall corroborate the existence of any exclusions to these regimes in accordance with the jurisdiction involved.

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Stamp taxes

Stamp tax

Stamp tax is a localprovincial tax, thatwhich is also levied based on the formal execution of public or private instruments.

Documents subject to stamp tax include, among others, all types of contracts, notarial deeds and promissory notes. Each province andin the City of Buenos Aires, have its own stamp tax legislation.

Stamp tax rates vary accordingapplicable to the execution of onerous transactions within an Argentine provincial jurisdiction and typeor the City of agreement involved. Buenos Aires or outside an Argentine provincial jurisdiction or the City of Buenos Aires but with effects in such jurisdiction.

In certain jurisdictions,the City of Buenos Aires, acts or instruments related to the negotiation of shares and other securities duly authorized for its public offering by the CNV are exempt from stamp tax. This does

Regarding the Fiscal Consensus, almost all the provinces in Argentina and the City of Buenos Aires have committed to establish for the stamp tax a maximum tax rate of 0.75% as from January 1, 2019, 0.5% as from January 1, 2020, 0.25% as from January 1, 2021 and abrogate the stamp tax starting from January 1, 2022. However, such commitment was delayed by one calendar year pursuant to Law No 27,469 (the “Fiscal Consensus 2018”) which was published in the Official Gazette on December 4, 2018. Fiscal Consensus 2018 shall be effective only in connection with the jurisdictions that have their legislative branches approve it and such effectiveness shall not apply to ADSs.

On January 2, 2018, Law No. 27,429 enforced a “Fiscal Consensus” signed betweencommence if such approval has not been granted. However, on December 17, 2019, the NationalArgentine Executive Power andBranch, the representatives of the Provinces and the City of Buenos Aires. Among other issues,Aires signed an agreement to suspend the provinces assumedFiscal Consensus and the commitmentFiscal Consensus 2018.

Holders of Class B shares and ADSs are encouraged to applyconsult a tax rates not higher than those for each activity and period Inadvisor as to the particular stamp tax for certain acts and contracts, not higher than 0.75% as of January 1, 2019 with a gradual reduction until its complete elimination as of January 1, 2022.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 Argentine federal inheritance or succession taxes applicable to the ownership, transfer or disposition of our shares. The provincesClass B shares or ADSs. At the provincial level, the province of Buenos Aires and Entre Ríos establishimposes a tax on free transmission of assets, including inheritance, legacies, donations, etc. For tax period 2020, any gratuitous transfer of property lower than or equal to Ps.322,800 is exempt. This amount is increased to Ps.1,344,000 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 8.7840%), varies according to the property value to be transferred and the degree of kinship of the parties involved. Free transmission of ourClass 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 particular tax consequences arising in the involved jurisdictions.

Court tax

In the caseevent that it becomes necessary to institute enforcement proceedings in relation to our Class B shares and ADSs in the federal courts of litigation regardingArgentina or the shares before a court ofcourts sitting in the City of Buenos Aires, a 3% court fee wouldtax (currently at a rate of 3.0%) will be charged, calculatedimposed on the basisamount 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 claim.Tax Reform Law, 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 Income Tax Law.

As defined under Section 19 of the Income Tax treaties

Argentina has signed tax treatiesLaw, non-cooperative jurisdictions are those countries or jurisdictions that do not have an agreement in force with the Argentine government for the avoidanceexchange of information on tax matters or a treaty to avoid international double taxation with severala broad clause for the exchange of information. Likewise, those countries although there is currently no tax treaty or conventionthat, having an agreement of this type in effect between Argentinaforce, do not effectively comply with the exchange of information will also be considered as non-cooperative. The aforementioned treaties and agreements must comply with international standards of transparency and exchange of information on fiscal matters to which the United States.Argentine Republic has committed. The Executive Branch shall publish a list of the non-cooperative jurisdictions based on the criteria above. Such list has been recently established by Section 24 of the regulatory decree of the Income Tax Law. Furthermore, such Section establishes that AFIP shall inform the Ministry of Economy about any development that justifies a modification in the referred list.

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In turn, low or nil tax jurisdictions are defined as those countries, territories, associated states or special tax regimes that foresee a maximum corporate tax rate below 15%. Pursuant to Section 25 of the regulatory decree of the Income Tax Law, the 15% threshold rate should be assessed considering the aggregate corporate tax rate in each jurisdiction, regardless of the governmental level in which the taxes were levied. 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 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:

(i)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;
(ii)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.

THE ABOVE OPINIONSUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF CLASS B SHARES OR ADSs. HOLDERS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES ARISING IN EACH PARTICULAR CASE.

United States Federal Income Tax Considerations

This summarydiscussion describes certain U.S. federal income tax consequences for a U.S. holder (as defined below) of acquiring, owning and disposing of the Class B shares and ADSs (and to the extent provided under “Information Reporting and Backup Withholding” and “FATCA” below, investors other than U.S. holders). TheThis discussion does not contain a detailed description of all potential U.S. federal income tax consequences and does not address the Medicare tax on net investment income or the effects of any state, local or non-U.S. tax laws. In addition, this discussion does not apply to certain classes of holders, such as persons that own or are deemed to own 10% or more of ourthe voting stockpower or 10% or more of the total value of all classes of our stock, dealers in securities or currencies, regulated investment companies, real estate investment trusts, traders that elect mark-to-market accounting for securities holdings, banks, financial institutions, insurance companies, tax-exempt organizations, entities treated as partnerships for U.S. federal income tax purposes (or a partner therein), persons who are liable for the alternative minimum tax, persons who acquired ADSs or Class B Shares underlyingshares or ADSs pursuant to the exercise of an employee stock option or otherwise as compensation, persons holding ADSs or Class B Shares underlyingshares or ADSs in connection with a trade or business conducted outside of the United States, , persons holding the Class B shares or ADSs as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction, persons required to accelerate the recognition of any item of gross income with respect to our Class B shares or ADSs as a result of such income being recognized on an applicable financial statement, or persons that have a functional currency other than the U.S. dollar, all of which may be subject to rules that differ significantly from those described below. This discussion assumes that the Class B shares and ADSs are held as “capital assets” for U.S. federal income tax purposes.

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This summarydiscussion is based on the provisions of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury regulations, administrative rulings and judicial authority, all as in effect as of this date. All of these laws and authorities are subject to change, possibly on a retroactive basis. You should consult your own tax advisersadvisors concerning the U.S. federal, state, local and non-U.S. tax consequences of purchasing, owning and disposing of the Class B shares and ADSs in light of your particular circumstances.

For purposes of this summary, 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, a citizen or resident of the United States, a U.S. domestic corporation, or otherwise subject to U.S. federal income tax on a net income basis with respect to income from the Class B shares and ADSs.

In general, if you are the beneficial owner of ADSs, you will be treated as the beneficial owner of the Class B shares represented by those ADSs for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an ADS for the Class B shares represented by that ADS.

Dividends

The following discussion generally assumes that we are not, and will not become, a passive foreign investment company (“PFIC”). See “Dividends” below for further discussion.

Dividends

Subject to the discussion under “—Passive Foreign Investment Company” below, concerning passive foreign investment company status, thethe gross amount of distributions paid with respect to the Class B shares or ADSs (including the amount of any Argentine taxes withheld) will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to you as dividends. TheAny dividends you receive (including any withheld taxes) will be treated as foreign-source income and will not be eligible for the dividends-received deduction generally available to U.S. corporations. Dividends paid in Pesos will be included in a U.S. holder’s income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of a U.S. holder’s receipt, or in the case of ADSs, the depositary’s receipt of the dividend, regardless of whether the payment is in fact converted into U.S. dollars. If such a dividend is converted into U.S. dollars on the date of receipt, you generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. If such a dividend is not converted into U.S. dollars on the date of receipt, a U.S. holder generally will have a basis in the non-U.S. currency equal to its U.S. dollar value on that date. A U.S. holder generally will be required to recognize foreign currency gain or loss realized on a subsequent conversion or other disposition of such currency, which will be treated as U.S.-source ordinary income or loss.

Dividends received by certain non-corporate U.S. holders will generally be subject to taxation at reduced rates if the dividends are “qualified dividends.” Subject to applicable limitations (including a minimum holding period requirement), dividends paid on the ADSs will be treated as qualified dividends if (i) the ADSs are readily tradable on an established securities market in the United States and (ii) the issuer was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a PFIC. The ADSs are listed onpassive foreign investment company (a “PFIC”) (see the NYSE and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on our audited consolidated financial statements and current expectations regarding our income, assets, activities and relevant market data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2017 taxable year and we do not anticipate becoming a PFIC for our 2018 taxable year or the foreseeable future. However, because the rules for determining whether a company is a PFIC are not entirely clear when applied to foreign banks and because the composition of our income and assets will vary over time, there can be no assurance that we will not be a PFIC for any taxable year. If we were a PFIC for any taxable year, your tax consequences in owning, receiving distributions in respect of, and disposing of the Class B shares or ADSs could be materially and adversely affected. You should consult your tax advisors concerning the potential application of the PFIC rules, including any filing requirements if we were treated as a PFIC.discussion under “—Passive Foreign Investment Company” below).

Because the Class B shares are not themselves listed on a U.S. exchange, dividends received with respect to the Class B shares orthat are not represented by ADSs maygenerally will not be treated as qualified dividends. U.S. holders of Class B shares or ADSs should consult their own tax advisors regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.

Dividends received by U.S. holders will generally constitute foreign source and “passive category” income for U.S. foreign tax credit purposes. Subject to limitations under U.S. federal income tax law concerning credits or deductions for foreign taxes, any Argentine taxes withheld from cash dividends on the Class B shares or ADSs will be treated as a foreign income tax eligible for credit against a U.S. holder’s U.S. federal income tax liability if the tax is treated for U.S. federal income tax purposes as imposed on the U.S. holder (or at a U.S. holder’s election, may be deducted in computing taxable income if the U.S. holder has elected to deduct all foreign income taxes for the taxable year). However, amounts withheld on account of the Argentine personal assets tax (as defineddiscussed in“—Material Argentine Tax Considerations”) will not be a foreign income tax eligible for credit against a U.S. holder’s U.S. federal income tax liability. The rules with respect to foreign tax credits are complex and U.S. holders are

urged to consult their independent tax advisorsadvisors regarding the availability of the foreign tax credit under their particular circumstances.

270 

Passive Foreign Investment Company

Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe we were a PFIC for our most recent taxable year, and we do not expect to become a PFIC in the current taxable year or in the foreseeable future, although there can be no assurance in this regard.

In general, we will be a PFIC for any taxable year in which:

·at least 75% of our gross income is passive income, or
·at least 50% of the value (determined based on a quarterly average) of our assets is attributable to assets that produce or at held for the production of passive income.

For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% (by value) of the stock of another corporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income.

Our determination with respect to our PFIC status is based in part upon certain proposed U.S. Treasury regulations that are not yet in effect and which are subject to change in the future. Those regulations and other administrative pronouncements from the IRS provide special rules for determining the character of income derived in the active conduct of a banking business for purposes of the PFIC rules. Although we believe we have adopted a reasonable interpretation of the regulations and administrative pronouncements, there can be no assurance that the IRS will follow the same interpretation.

The determination of whether we are a PFIC is made annually. Because we have valued our goodwill based on the market value of our Class B shares and ADSs, a decrease in the price of our Class B shares and ADSs may also result in us becoming a PFIC. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. If we are a PFIC for any taxable year during which you hold our Class B shares or ADSs, you will be subject to special tax rules discussed below.

If we are a PFIC for any taxable year during which you hold our Class B shares or ADSs and you do not make a timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of such Class B shares or ADSs. Distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the Class B shares or ADSs. Under these special tax rules:

·the excess distribution will be allocated ratably over your holding period for the Class B shares or ADSs,
·the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and
·the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

271 

 

Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which you hold our Class B shares or ADSs, you will generally be subject to the special tax rules described above for that year and for each subsequent year in which you hold Class B shares or ADSs (even if we do not qualify as a PFIC in such subsequent years). However, if you own Class B shares or ADSs and we cease to be a PFIC, you may be able to avoid the continuing impact of the PFIC rules by making a special election to recognize gain as if your Class B shares or ADSs had been sold on the last day of the last taxable year during which we were a PFIC. You are urged to consult your own tax advisor about this election.

In lieu of being subject to the special tax rules discussed above, you may make a mark-to-market election with respect to your Class B shares or ADSs provided such Class B shares or ADSs are treated as “marketable stock.” Class B shares or ADSs generally will be treated as marketable stock if the Class B shares or ADSs shares are regularly traded on a “qualified exchange or other market” (within the meaning of the applicable Treasury regulations). Under current law, the mark-to-market election may be available to holders of ADSs for as long as the ADSs are traded on the NYSE, which constitutes a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election. The Class B shares are traded on the ByMA, which must meet certain trading, listing, financial disclosure and other requirements to be treated as a qualified exchange for these purposes, and no assurance can be given that the Class B shares will be “regularly traded” for purposes of the mark-to-market election.

If you make an effective mark-to-market election, for each taxable year that we are a PFIC you will include as ordinary income the excess of the fair market value of your Class B shares or ADSs at the end of the year over your adjusted tax basis in the Class B shares or ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the Class B shares or ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Your adjusted tax basis in the Class B shares or ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, upon the sale or other disposition of your Class B shares or ADSs in a year that we are a PFIC, any gain will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-market election.

If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the Class B shares or ADSs are no longer regularly traded on a qualified exchange or other market, or the IRS consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

Alternatively, holders of shares in a PFIC can sometimes avoid the special tax rules described above by electing to treat the PFIC as a “qualified electing fund” under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

If we are a PFIC for any taxable year during which you hold our Class B shares or ADSs and any of our non-U.S. subsidiaries is also a PFIC, you 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. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

You will generally be required to file IRS Form 8621 if you hold our Class B shares or ADSs in any year in which we are classified as a PFIC. You are urged to consult your tax advisors concerning the U.S. federal income tax consequences of holding our Class B shares or ADSs if we are considered a PFIC in any taxable year.

272 

Sale or Other Disposition

Upon a sale or other disposition of the Class B shares or ADSs, U.S. holders will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount realized on the disposition and the U.S. holder’s tax basis, determined in U.S. dollars, in the Class B shares or ADSs. Generally,Subject to the discussion under “—Passive Foreign Investment Company” above, such gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if the Class B shares or ADSs were held for more than one year. A U.S. holder’s ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder may be taxable at a preferential rate. If an Argentine tax is withheld on the sale or other disposition of the Class B shares or ADSs, a U.S. holder’s amount realized will include the gross amount of the proceeds of the sale or other disposition before deduction of the Argentine tax. See “—Material Argentine Tax ConsiderationsConsiderations—Capital gains” for a description of when a disposition may be subject to taxation by Argentina. This gain or loss will generally be U.S.source gain or loss for foreign tax credit purposes. U.S. holders should consult their tax advisors as to whether the Argentine tax on gains may be creditable against the U.S. holder’s U.S. federal income tax on foreign-source income from other sources.

Foreign Financial Asset Reporting

Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the Class B shares and ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders that fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the Class B shares and ADSs, including the application of the rules to their particular circumstances.

Information Reporting and Backup Withholding

Dividends paid on and proceeds from the sale or other disposition of the Class B shares or ADSs that are made within the United States or through certain U.S.-related financial intermediaries generally will be subject to information reporting unless a U.S. holder is treated as an exempt recipient and may also be subject to backup withholding unless a U.S. holder (i) provides a correct taxpayer identification number and certifies that it is not subject to backup withholding or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided the holder timely furnishes the required information to the Internal Revenue Service (“IRS”).

IRS.

A holder that is a foreign corporation or a non-resident alien individual may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.

FATCA

FATCA

We have entered into an agreement with the IRS effective April 24, 2014, pursuant to which we have agreed to comply with certain due diligence, information reporting and withholding obligations pursuant to sections 1471 through 1474 of the Code, and the regulations promulgated thereunder (often referred to as the “Foreign Account Tax Compliance Act” or “FATCA”). Therefore, an investor considered to have a financial account that is a “U.S. account” maintained by us may be required to provide certain information regarding such investor (or relevant beneficial owner of the Class B shares or ADSs), including information and tax documentation regarding the identity of such investor as well as that of its direct and indirect owners, and we may be required to report this

information to the IRS. However, our equity is not a U.S. account. Stockstock or other equity or debt instruments issued by a financial institution is not treated as a U.S. account if such stock or other instrument is regularly traded on an established securities market. We expect that the Class B shares and ADSs will be so treated. Further, a U.S. account generally does not include an equity instrument in a financial institution, such as us, that is not an investment entity.

273 

 

In addition, it is possible that under future guidance, payments on the Class B shares and ADSs may be subject to a withholding tax of up to 30% under rules applicable to foreign “passthru payments.” Regulations implementing this rule have not yet been adopted or proposed and the IRS has indicated that any such regulations would not be effective prior to January 1, 2019 (or, if later,the date that is two years after the date on which final regulations on this issue are published).FATCApublished. FATCA is particularly complex and its application to Argentine financial institutions is uncertain at this time. Although we have registered with the IRS and believe that we are compliant with obligations imposed on us under FATCA, it is unclear to what extent we may be able to comply with FATCA in the future. Each holder of Class B shares or ADSs should consult its own tax advisoradvisor to obtain a more detailed explanation of FATCA and to learn how FATCA might affect each holder in its particular circumstances.

Item 10.FDividends and paying agents

Item 10.FDividends and Paying Agents

Not applicable.

Item 10.GStatement by experts

Item 10.GStatement by Experts

Not applicable.

Item 10.HDocuments on display

Item 10.HDocuments on Display

We file reports, including 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. You may read and copy any materials filed with the SEC at its public reference rooms in Washington, D.C., at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Foreign private issuers, like us, have beenare required to make filings with the SEC by electronic means since November 4, 2002.means. Any filings we make electronically are available to the public over the Internet at the SEC’s web site at http://www.sec.gov/.

Item 10.I.Subsidiary Information

Item 10.ISubsidiary Information

Not applicable.

Item 11.
Item 11Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Market Risk

Market risk is the risk of loss arising from fluctuations in financial markets variables, such as interest rates, foreign exchange rates and other rates or prices. This risk is a consequence of lending, trading and investments businesses and mainly consists of interest rate risk and foreign exchange risk.

Our market risk arises mainly from our capacity as a financial intermediary.

The Risk Management Committee is responsible for approving and amending our market risk policies.

The Risk Management Committee uses a risk map to explain, in detail, the trades that the trading desk is authorized to close and identifies the officers authorized to close those transactions.close. The risk map also describes the maximum terms for transactions, maximum amounts for the position in each product,certain products, the maximum amount of losses accepted (“stop loss”), and the maximum expected loss (given a confidence interval) over a specific time period if the portfolio were held unchanged over that period (VaR limit) and the credit risk limits with all financial counterparties, and it. It is structured in a manner that establishes different investment amounts tied to our organizational chart, where the Treasury Manager has the highest authorized amount. Complementarily, the Credit Committee establishes the credit risk limits with all financial counterparties. Our Financial Risk Department conducts a daily control over compliance with the limits established in the risk map. In the event that an exception is needed, the trading desk

must apply for authorization from the CEO while maintaining the Asset & Liabililityand Liability Committee and the Risk Management Committee informed of all developments. In addition, the Risk Management Committee authorizes risk levels in terms of interest rate, foreign exchange rate, inflation and term imbalance risks. The Assets and Liabilities Committee is responsible for monitoring compliance with our market risk policies every two weeks.

In the course of its monthly meetings, our Board of Directors is advised of the full range of resolutions adopted by the Assets and Liabilities Committee, including: liquidity risk, market risk, foreign currency risk and interest rate risk management.

274 

 

We evaluate, upgrade and improve market risk measurements and controls on a daily basis. In order to measure significant market risks (whether they arise inon the trading or non-trading portfolios),portfolio, we use the value at risk methodology, or “VaR.”“VaR”, in our internal models. This methodology is based on statistical methods that take into account many variables that may cause a change in the value of its portfolios, including interest rates, foreign exchange rates, securities prices, volatility and any correlation among them. VaR is an estimation of potential losses that could arise from reasonably likely adverse changes in market conditions. It expresses the maximum amount of loss expected (given a confidence interval) over a specified time period, or “time horizon,” if that portfolio were held unchanged over that time period.

All VaR models, while forward looking, are based on past events and are dependent upon the quality of available market data. The quality of our VaR models is therefore continuously monitored. As calculated, for the trading book VaR is an estimate of the expected maximum loss in the market value of a given portfolio over a ten dayten-day time horizon at a one tailed 99% confidence interval. We assume a ten dayten-day holding period and adverse market movements of 2.32 standard deviations as the standard for risk measurement and comparison. Additional information on our Risk Managementrisk management is set forth in Note 2327 to our audited consolidated financial statements.

The following table shows the five-day 99% confidence VaRBasel Standardized Approach for market risk capital requirement for our combined trading portfolios in 2017, 20162019, 2018 and 20152017 (in thousands of Pesos):

 

 

2017

 

2016

 

2015

 

Minimum

 

33,561

 

36,590

 

30,741

 

Maximum

 

128,835

 

111,622

 

59,350

 

Average

 

72,739

 

72,961

 

46,028

 

As of December 31,

 

81,986

 

45,385

 

30,741

 

The following chart shows the three-month 99% confidence interest rate risk VaR for our combined trading portfolios for 2017 (in thousands of Pesos)

Minimum

403,872

Maximum

591,639

Average

495,991

As of December 31, 2017

591,639

  2019 2018 2017
Minimum 204,534  499,968  33,561 
Maximum 567,926  206,802  128,835 
Average 392,601  323,948  72,739 
As of December 31, 251,739  301,724  81,986 

 

In order to take advantage of good trading opportunities, the Bank haswe have sometimes increased risk; however, during periods of uncertainty, the Bank haswe have also reduced it.

Interest Rate Risk

Central Bank Communication “A” 5580 did not impact our minimum6397 amended the way in which the Central Bank evaluates capital requirements forneeds related to interest rate risk and other related measures,exposure, by the way adapting its methodology to international best practices. Even though Interest Rate Risk is not being part of the PillarTier I capital requirements. Notwithstandingrequirements in a direct way, this fact,could be the case whenever the bank reaches the status of “outlier bank”. The “outlier bank” test compares the bank’s ρEVE with 15% of its Tier 1 capital, under a set of prescribed interest rate shock scenarios. Tier I capital requirements will increase by the excess of the bank’s ρEVE over 15% of its Tier 1 capital. Therefore, the Superintendency of Financial Institutions continues to review such risksrisk and determines if there is a need for additional regulatory capital in case a predetermined threshold is surpassed or it finds clear evidence of an inappropriate management of this type of risk. Additionally, the Central Bank establishes the need to measure interest rate risk considering two dimensions: a) the impact of interest rate fluctuations over the underlying value of a bank’s assets, liabilities and off-balance sheet items and hence its economic value and b) the impact over the net interest income. In order to tackle the first dimension, the Central Bank established a Standardized Framework considering the impact of six different shock scenarios over the bank’s ρEVE. To assess the impact over the net interest income, the bank has to make use of its internal measurement systems (SIM). See “Item 4.B Business overview—Argentine Banking Regulation—Liquidity and Solvency Requirements—Limitations.”

We define Interest Rate Riskinterest rate risk as the risk relating to changes in the entity’s financial income and economic value as a result of fluctuations in the market’s interest rates. The following are known factors that contribute to this risk:

·differences in maturity and adjustment dates of assets, liabilities and off-balance sheet holdings;
·foreseeability, evolution and volatility with respect to local interest rates, foreign interest rates and CET;
·the base risk arising out of an imperfect correlation when adjusting asset and liability rates for instruments with similar revaluation characteristics; and
·implicit options for particular assets, liabilities and off-balance sheet commitments held by the entity.

·                  Differences in maturity and adjustment dates of assets, liabilities and off-balance sheet holdings;275 

·                  Foreseeability, evolution and volatility with respect to local interest rates, foreign interest rates and CET;

·                  The base risk arising out of an imperfect correlation when adjusting asset and liability rates for instruments with similar revaluation characteristics; and

·                  Implicit options for particular assets, liabilities and off-balance sheet commitments held by the entity.

 

The Bank and CCF employ a prudent interest rate risk strategy allowing them to uphold their commitments and maintain desired levels of revenue and capital, both in normal and adverse market conditions.

As of July 1, 2018, the Central Bank Communication “A” 6397 will be in force for the whole local banking system, in compliance with Basel’s new document related to Interest Rate Risk in the Banking Book (IRRBB) (https://www.bis.org/bcbs/publ/d368.htm). The Bank and CCF will adapt their internal models to the requirements listed in that regulation.

Interest Rate Risk Management Model

– Standardized Framework

The Bank and CCF include interest rate gaps in their interest rate risk management model. This approach analyzes mismatches between asset and liability interest rates between reevaluation periods with respect to balance sheetthe financial statements and off-balance sheetoff-financial statements line-items. The result is a basic representation of the balance sheetfinancial statements structure that allows for the detection of interest rate risk concentrations within the different periods. This is also used to estimate the potential impact of interest rates falling outside of the financial margin (NIM-EaR method) and the entity’s economic value (MVE-VaR method).

Every balance sheetfinancial statements and off-balance sheetoff-financial statements line-item is classified according to its maturity. For asset/liability management accounts without maturity, an internal method of analysis is used to determine possible maturity and sensitivity.

The Asset and Liability Management Committee monitors interest rate risk management and each financial management team is in charge of executing it. The Risk Management team and Financial Planning team are in charge of monitoring compliance, enforcing risk management strategies and issuing periodic reports.

Interest Rate Risk Capital Requirement

The Bank and CCF evaluate theirevaluates its minimum capital requirements relating to interest rate risk through the MVE-EaRuse of a MVE-VaR internal model, using a holding period of three months and a 99% confidence interval. This quantitative model factors in the economic capital required for our securitization risk. The results are then compared with those obtained from the application of the Standardized Framework, being the resulting capital need the higher of those figures. In the case of CCF, capital needs are calculated directly through the application of the Standardized Framework, adopting local regulations applicable to entities of the size of CCF. The following chart shows the three-month 99% confidenceBank’s interest rate risk VaRfigures under the Standardized Framework described above for our combined trading portfolios for 2017, 20162019 and 20152018 (in thousands of Pesos):

 

2017

 

2016

 

2015

 

 2019 2018 2017

Minimum

 

403,872

 

223,082

 

160,590

 

 280,480  838,607  403,872 

Maximum

 

591,639

 

461,509

 

221,237

 

 645,513  645,962  591,639 

Average

 

495,991

 

348,404

 

196,582

 

 442,154  742,285  495,991 

As of December 31,

 

591,639

 

373,404

 

184,564

 

 407,981  645,962  591,639 

 

The Bank and CCF’s consolidated gap position refers to the mismatch of interest-earning assets and interest-bearing liabilities.

The following tables show the Bank and CCF’s consolidated exposure to a positive interest rate gap, excluding CER adjusted securities:in Pesos:

 

Remaining Maturity at December 31, 2017

 

 Remaining Maturity at December 31, 2019

 

0-1 Year

 

1-5 Years

 

5-10 Years

 

Over 10 Years

 

Total

 

 0-1 Year 1-5 Years Over 5 Years Total

 

(in thousands of Pesos, except percentages)

 

 (in thousands of Pesos, except percentages)

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

            

Investment Portfolio(1)

 

6,096,738

 

686,209

 

41,631

 

85

 

6,824,663

 

 10,622,557      10,622,557 

Loans to the non-financial public sector (2)

 

4,892

 

26,631

 

 

 

31,523

 

 27,472      27,472 

Loans to the private and financial sector (2)

 

38,455,834

 

15,547,415

 

1,707,001

 

 

55,710,250

 

 50,289,101  8,740,673  2,059,004  61,088,778 
Receivables from financial leases 677,092  697,199  24,814  1,399,105 

Other assets

 

105,715

 

 

 

 

105,715

 

     24,202,616  24,202,616 

Receivables from financial leases

 

892,352

 

1,609,311

 

5,986

 

 

2,507,649

 

Total interest-earning assets

 

45,555,531

 

17,869,566

 

1,754,618

 

85

 

65,179,800

 

 61,616,222  9,437,872  26,286,434  97,340,528 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

            

Savings

 

27,929,157

 

 

 

 

27,929,157

 

 15,879,762    22,863,414  38,743,176 

Time deposits

 

17,891,418

 

300

 

 

 

17,891,718

 

 26,351,433  3,330    26,354,763 

Investment accounts

 

900,150

 

 

 

 

900,150

 

Subordinated notes

 

772,776

 

8,184,445

 

 

 

8,957,221

 

Liabilities with Argentine financial institutions

 

216,154

 

387,944

 

 

 

604,098

 

Liabilities with international banks and institutions

 

2,778,116

 

5,154

 

 

 

2,783,270

 

Non subordinated notes 5,701,748      5,701,748 
Liabilities with financial institutions 6,810,934  657,298  53,640  7,521,872 
Other liabilities     5,243,442  5,243,442 

Total interest-bearing liabilities

 

50,487,771

 

8,577,843

 

 

 

59,065,614

 

 54,743,877  660,628  28,160,496  83,565,001 

Asset/liability gap

 

(4,932,240

)

9,291,723

 

1,754,618

 

85

 

6,114,186

 

 6,872,346  8,777,243  -1,874,062  13,775,527 

Cumulative asset/liability gap

 

(4,932,240

)

4,359,483

 

6,114,101

 

6,114,186

 

 

 

 6,872,346  15,649,589  13,775,527  27,551,054 

Cumulative sensitivity gap as a percentage of total interest-earning assets

 

4.3

%

19.3

%

20.8

%

20.8

%

 

 

 11%  93%  -7%  14% 

 


(1)Includes government securities and instruments issued by the Central Bank.
(2)Loan amounts are stated before deducting allowances for loan losses.

(1) Includes government securities, instruments issued by the Central Bank and participation in our securitization trusts.276 

(2) Loan amounts are stated before deducting allowances for loan losses. Non-accrual loans are included with loans as interest-earning assets.

The following two tables detail the Bank’s consolidated exposure to an interest rate gap, including CER adjusted securities, which may differ from ordinary interest rate securities behavior. Although the Bank maintains a positive gap in CER adjusted securities with maturities over one year, it is not significant.

The table below shows the Bank’s consolidated exposure to an interest rate gap, in Pesos:

 

 

Remaining Maturity at December 31, 2017

 

 

 

0-1 Year

 

1-5 Years

 

5-10 Years

 

Over 10 Years

 

Total

 

 

 

(in thousands of Pesos, except percentages)

 

Interest-earning assets in national currency

 

 

 

 

 

 

 

 

 

 

 

Investment Portfolio(1)

 

4,693,581

 

550,499

 

 

 

5,244,080

 

Loans to the non-financial public sector (2)

 

4,892

 

26,631

 

 

 

31,523

 

Loans to the private and financial sector (2)

 

30,981,968

 

10,869,346

 

1,648,415

 

 

43,499,729

 

Other assets

 

55,492

 

 

 

 

55,492

 

Receivables from financial leases

 

813,674

 

1,375,108

 

3,390

 

 

2,192,172

 

Total interest-earning assets

 

36,549,607

 

12,821,584

 

1,651,805

 

 

51,022,996

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities in national currency

 

 

 

 

 

 

 

 

 

 

 

Savings

 

21,889,153

 

 

 

 

21,889,153

 

Time deposits

 

15,999,857

 

300

 

 

 

16,000,157

 

Investment accounts

 

900,150

 

 

 

 

900,150

 

Subordinated notes

 

772,776

 

7,511,557

 

 

 

8,284,333

 

Liabilities with Argentine financial institutions

 

216,154

 

387,944

 

 

 

604,098

 

Liabilities with international banks and institutions

 

 

 

 

 

 

Total interest-bearing liabilities

 

39,778,090

 

7,899,801

 

 

 

47,677,891

 

Asset/liability gap

 

(3,228,483

)

4,921,783

 

1,651,805

 

 

3,345,105

 

Cumulative asset/liability gap

 

(3,228,483

)

1,693,300

 

3,345,105

 

3,345,105

 

 

 

Cumulative sensitivity gap as a percentage of total interest-earning assets

 

6.3

%

18.7

%

20.3

%

20.3

%

 

 


(1) Includes government securities, instruments issued by the Central Bank and participation in our securitization trusts.

(2) Loan amounts are stated before deducting allowances for loan losses. Non-accrual loans are included with loans as interest-earning assets.

 

The table below shows the Bank’s consolidated exposure to an interest rate gap in foreign currency:

 

 

Remaining Maturity at December 31, 2017

 

 Remaining Maturity at December 31, 2019

 

0-1 Year

 

1-5 Years

 

5-10 Years

 

Over 10 Years

 

Total

 

 0-1 Year 1-5 Years Over 5 Years Total

 

(in thousands of Pesos, except percentages)

 

 (in thousands of Pesos, except percentages)

Interest-earning assets in foreign currency

 

 

 

 

 

 

 

 

 

 

 

            

Investment Portfolio(1)

 

1,403,157

 

135,710

 

41,631

 

85

 

1,580,583

 

Loans to the private and financial sector(2)

 

7,473,866

 

4,678,069

 

58,586

 

 

12,210,521

 

Investment Portfolio(1) 440,035      440,035 
Loans to the non-financial public sector (2)        
Loans to the private and financial sector(2) 12,560,107  3,972,731  -249,401  16,283,437 
Receivables from financial leases        

Other assets

 

50,223

 

 

 

 

50,223

 

     17,677,240  17,677,240 

Receivables from financial leases

 

78,678

 

234,203

 

2,596

 

 

315,477

 

Total interest-earning assets

 

9,005,924

 

5,047,982

 

102,813

 

85

 

14,156,804

 

 13,000,142  3,972,731  17,427,839  34,400,712 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities in foreign currency

 

 

 

 

 

 

 

 

 

 

 

            

Savings

 

6,040,004

 

 

 

 

6,040,004

 

 21,258,709      21,258,709 

Time deposits

 

1,891,561

 

 

 

 

1,891,561

 

 3,459,790  85    3,459,875 

Subordinated notes

 

 

672,888

 

 

 

672,888

 

 1,347,637  805,049    2,152,686 

Liabilities with Argentine financial institutions

 

 

 

 

 

 

Liabilities with international banks and institutions

 

2,778,116

 

5,154

 

 

 

2,783,270

 

Liabilities with financial institutions 9,241,445      9,241,445 
Other Liabilities     703,300  703,300 

Total interest-bearing liabilities

 

10,709,681

 

678,042

 

 

 

11,387,723

 

 35,307,581  805,134  703,300  36,816,015 

Asset/liability gap

 

(1,703,757

)

4,369,940

 

102,813

 

85

 

2,769,081

 

 -22,307,439  3,167,597  16,724,539  -2,415,303 

Cumulative asset/liability gap

 

(1,703,757

)

2,666,183

 

2,768,996

 

2,769,081

 

 

 

 -22,307,439  -19,139,842  -2,415,303  -4,830,606 

Cumulative sensitivity gap as a percentage of total interest-earning assets

 

-4.1

%

22.1

%

23.1

%

23.1

%

 

 

 -172%  80%  96%  -7% 

 


(1)Includes government securities and instruments issued by the Central Bank.
(2)Loan amounts are stated before deducting allowances for loan losses.

(1)         Includes government securities, instruments issued by the Central Bank and participation in our securitization trusts.

(2)         Loan amounts are stated before deducting allowances for loan losses. Non-accrual loans are included with loans as interest-earning assets.

Foreign Currency Risk

The Risk Management Committee is responsible for deciding the net position in foreign currency to be maintained at all times according to market conditions and monitoring it regularly.

Policies regarding foreign currency risk are applied at the level of our subsidiaries. Our foreign currency risk arises mainly from our operations in our capacity as a financial intermediary.

Since May 2003, the fluctuation of the U.S. dollar has been included as a risk factor for the calculation of the market risk requirement, considering all assets and liabilities in U.S. dollars. As of December 31, 2017,2019, the Bank’s consolidated total net asset foreign currency position subject to foreign currency risk was Ps.471.6 million,Ps.873,928 thousand, and this position generated a value atmarket risk capital requirement of Ps.38.6 million Ps.70,452thousandas of such date.

Liquidity Risk

Policies regarding liquidity risk are applied at the level of our subsidiaries. Our liquidity risk arises mainly from the operations of the Bank and CCF. Our other subsidiaries are also subject to liquidity risk, which is not significant.

The Bank and CCF define liquidity risk as the risk of having to pay additional financial costs due to an unexpected need for liquidity. This risk arises out of the differences in amounts and maturity of the assets and liabilities held by the Bank. There are two types of Liquidity Risk:

·Funding Liquidity Risk, which results from the inability to obtain funds at market price that are needed to ensure liquidity, mainly due to the market’s perception of the Bank and CCF.
·Market Liquidity Risk, which occurs when the Bank or CCF cannot trade its position in one or several assets at market price, which is caused by two factors:


 

·                  Funding Liquidity Risk, which results from the inability to obtain funds at market price that are needed to ensure liquidity, mainly due to the market’s perception of the Bank and CCF.

·                  Market Liquidity Risk, which occurs when the Bank or CCF cannot trade its position in one or several assets at market price, which is caused by two factors:

·                  the assets are not sufficiently liquid and cannot be traded in the secondary market; and

·                  changes in the market where the assets are traded.

othe assets are not sufficiently liquid and cannot be traded in the secondary market; and
ochanges in the market where the assets are traded.

To manage liquidity risk, the Bank and CCF focus on their sources of liquidity. The Bank relies on certain financial products that can provide a quick source of liquidity in extreme situations of illiquidity. To this effect, the Bank considers factoring positionsrelies on the control of two core metrics, the liquidity coverage ratio (LCR) and the net stable funding ratio (NSFR). The first one, with a maturityshorter-term perspective, is aimed at assessing the availability of less than 90 days among its principal liquidity indicatorsenough liquid assets to meet the withdrawal of deposits and continuously monitors its factoring positions. The Bank also uses these indicatorsother liabilities in a 30-day stress scenario. Meanwhile, the NSFR aims to determine its liquidity risk policy.promote resilience over a longer time horizon by creating incentives for banks to fund their activities with more stable sources of funding on an ongoing basis.

Following the same prudent risk strategy, the Bank and CCF prioritize the securitization of assets with a maturity of over 180 days, which reflects the Bank’s and CCF’s policy to minimize maturity mismatches.

In addition, theThe Bank and CCF rely on a system of indicators that allows them to detect and take steps to prevent potential liquidity risks. The Bank’s and CCF’s systemset of indicators and risk limits are established by the Risk Management team and approved by the Board of Directors. These indicators are constantly monitored by the Risk Management Committee.

The Risk Management Committee coordinates and supervises the identification, measuring and monitoring of liquidity risk. The Assets and Liabilities Committee develops the strategies that allow for adequate liquidity risk management. The Assets and Liabilities Committee relies on several different departments within the Bank to develop and enforce these strategies, from issuing reports and risk management proposals to monitoring compliance with the established limits.

In addition, the Bank must comply with the liquidity coverage ratio, a 30-day horizon stress scenario, established by the Central Bank and the net stable funding ratio which will be implemented as of January 1, 2018.

Operational Risk

We define operational risk as the risk of loss resulting from inadequate or failed internal processes due to personnel, systems or external events. The definition includes legal risk but excludes strategic and reputational risk. Legal risk can result from internal or external events and includes exposure to sanctions, penalties or other economic consequences that arise out of non-compliance with contractual or regulatory obligations.

We believe that we are pioneers in the design of operational risk management frameworks in Argentina, placing emphasis on risk identification, risk management policies and our organizational model. We have tailored our framework to the requirements established by the Central Bank, the Basel accords and international best practices. The Bank’s operational risk management processes are overseen by a process owner, who is assisted by a network of correspondents, and every branch and service center has a delegate in charge of monitoring risk. The correspondents and delegates report to the Operational Risk Department, ensuring that the Bank’s entire network is working together to monitor operational risk.

Operational Risk Measuring Models

The risk management process is based on complying with several stages designed to evaluate the Bank’s vulnerability to operational risk events, minimizing operational risk. This method allows the Bank to achieve a better understanding of its operational risk profile and adopt the necessary measures to address any vulnerability. The stages are divided into:

·Identification of operational risk by implementing a Risk Control Self-Assessment model, which applies to each one of the Bank’s processes and IT assets.
·Measurement and evaluation of operational risk by establishing risk levels, evaluating the effectiveness of control mechanisms and determining residual risk for each of the Bank’s processes and IT assets.
·Mitigation, resulting from the application of plans of action and strategies designed to maintain risks within the levels established by the Board of Directors.

278 

 

·                  Identification of operational risk by implementing a Risk Control Self-Assessment model, which applies to each one of the Bank’s processes and IT assets.

·                  Measurement and evaluation of operational risk by establishing risk levels, evaluating the effectiveness of control mechanisms and determining residual risk for each of the Bank’s processes and IT assets.

·                  Mitigation, resulting from the application of plans of action and strategies designed to maintain risks within the levels established by the Board of Directors.

·                  Monitoring to quickly detect and address deficiencies in the policies, processes and procedures for managing operational risk, and to ensure constant improvement.

·                  Documenting the incidents and losses related to operational risk by establishing a database that allows for a comparison of the frequency and impact of operational risk events with the risk control self-assessment model.

·Monitoring to quickly detect and address deficiencies in the policies, processes and procedures for managing operational risk, and to ensure constant improvement.
·Documenting the incidents and losses related to operational risk by establishing a database that allows for a comparison of the frequency and impact of operational risk events with the risk control self-assessment model.

The Bank and CCF have an Operational Risk Committee that is in charge of the enforcement of the operational risk policies and monitors the operational risks and operational risk events affecting the Bank and CCF. In addition, the Operational Risk Committee issues reports to the Bank’s and CCF’s high management, Risk Management Committee and Board of Directors.

The Bank and CCF internally evaluate their minimum capital requirements regarding operational risk through two different models:

·                  Banco Supervielle: has adopted a model that calculates (i) expected and unexpected losses, (ii) VaR (at a 99.9% confidence interval) and (iii) the minimum capital required to cover expected and unexpected losses. The holding period used is one year.

·                  CCF: has adopted a model that calculates (i) expected losses, (ii) VaR (at a 99.0% confidence interval) and (iii) the minimum capital required to cover unexpected losses. The holding period used is one year.

Item 12.  Description of Securities Other Than Equity Securities
·Banco Supervielle: has adopted a model that calculates (i) expected and unexpected losses, (ii) VaR (at a 99.9% confidence interval) and (iii) the minimum capital required to cover expected and unexpected losses. The holding period used is one year.
·CCF: capital needs are calculated directly through the application of the Standardized Framework, adopting local regulations applicable to entities of the size of CCF.

Item 12.ADebt Securities
Item 12Description of Securities Other Than Equity Securities

Item 12.ADebt Securities

Not applicable.

Item 12.BWarrants and Rights

Item 12.BWarrants and Rights

Not applicable.

Item 12.COther Securities

Item 12.COther Securities

Not applicable.

Item 12.DAmerican Depositary Shares

Item 12.DAmerican Depositary Shares

Fees and Expenses

Holders of our ADRs are generally expected to pay fees to the depositary according to the schedule below:

Persons depositing or withdrawing shares or ADS holders must pay:

For:

For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

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

$0.05 (or less) per ADS

Any cash distribution to ADS holders

Persons depositing or withdrawing shares or ADS holders must pay:

For:

A fee equivalent to the fee that would be payable if securities distributed to you had been Class B shares and the Class B shares had been deposited for issuance of ADSs

Distribution of securities distributed to holders of deposited securities (including rights) which are distributed by the depositary to ADS holders

$0.05 (or less) per ADS per calendar year

Depositary services

279 

 

Persons depositing or withdrawing shares or ADS holders must pay:

Depositary services

For:

Registration or transfer fees

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares

Expenses of the depositary

Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian have to pay on any ADSs or shares underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities

As necessary

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 collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. The depositary for our ADRs is The Bank of New York Mellon. In 2017, we received a dividend revenue share from2019, the depositaryDepositary reimbursed expenses for a totalan amount of Ps.128,684.90.U.S.$.46,001. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

280 

Part II

Item 13Defaults, Dividend Arrearages and Delinquencies

None.

Item 14Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15Controls and Procedures

 

PART II

Item 13.Defaults, Dividend Arrearages and Delinquencies

None.

Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15.Controls and Procedures

(a)Disclosure Controls and Procedures.

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as amended. We performed an evaluation of the effectiveness of our disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with or submit to the SEC under the Exchange Act, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding the required disclosure. Our CEO and CFO concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective to provide reasonable assurance of their reliability. Notwithstanding the effectiveness of our disclosure controls and procedures, these disclosure controls and procedures cannot provide absolute assurance of achieving their objectives because of their inherent limitations. Disclosure controls and procedures are processes that involve human diligence and compliance and are subject to error in judgment. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by our disclosure controls and procedures.

(b)Management’s Annual Report on Internal Control over Financial Reporting.Reporting.

1)Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us and our consolidated subsidiaries. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with applicable generally accepted accounting principles. Internal controls and procedures are processes that involve human diligence and compliance and are subject to error in judgment. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all 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.
2)Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control–Integrated Framework 2013.
3)Based on our assessment, we and our management have concluded that our internal control over financial reporting was effective as of December 31, 2019.


 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The company’s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles. The company’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions(c)Attestation Report of the assets of the company;Registered Public Accounting Firm.

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable 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

(iii) 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.

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.

Under the supervision and with the participation of our management, including the Board of Directors, Chief Executive Officer, Chief Financial Officer and other personnel, we conducted an assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2017. In making this assessment, we and our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our and our management’s assessment and those criteria, management believes that the company maintained effective internal control over financial reporting as of December 31, 2017.

The effectiveness of the company’s internal control over financial reporting as of December 31, 2017 has been audited by Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2019, as stated in their report which appears herein.

(c) Attestation Report of the Registered Public Accounting Firm. Please see “Item 18. Financial Statements.”

to our consolidated financial statements.

Please see “Item 18. Financial Statements-Report of the Independent Registered Public Accounting Firm” for our registered public accounting firm’s attestation report on the effectiveness of our internal control over financial reporting.

(d)Changes in Internal Control over Financial Reporting During the Year Ended December 31, 20172018.

During the period covered by this annual report, there have not been any changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16.AAudit committee financial expert

Item 16.AAudit committee financial expert

Laurence Nicole Mengin de Loyer is our audit committee’s financial expert. She is an independent member of the audit committee under Rule 10A-3 and applicable NYSE standards.

Item 16.BCode of Ethicsthe Exchange Act.

Item 16.BCode of Ethics

We have adopted a code of ethics that is applicableto among others,all our CEO, CFO and principal accounting officer and persons performing similar functions,employees, which is posted on our website at: https://www.gruposupervielle.com/English/Corporate-Governance/Corporate-Governance-policies/default.aspx.s21.q4cdn.com/714080446/files/doc_downloads/2020/C%C3%B3digo-de-%C3%89tica-(EN).pdf. We did not modifyhave updated our code of ethics during the year ended December 31, 2017.2019, effectiveas of January 1, 2020. The update of our code of ethics introduced, among others, guidelines for the use of social media and the responsibility and obligation of employees to report corrupt practices. In this update the Compliance Department was appointed as responsible for the operational management and dissemination of the code (instead of the Human Resources Department). In addition, we did not grant any waivers to our code of ethics during the year ended December 31, 2017.

2019.

We have also adopted the following policies: (i) investor communication, confidentiality and insider trading information, (ii) conflict of interest, (iii) related parties transactions and (iv) travel and gift policies. These policies are posted on our website at www.gruposupervielle.com/English/Corporate-Governance/Corporate-Governance-policies/default.aspx.

Information contained or accessible through our website is not incorporated by reference in and should not be considered part of this annual report.

Item 16.CPrincipal Accountant Fees and Services

Item 16.CPrincipal Accountant Fees and Services

The following table sets forth the total amount billed to us and our subsidiaries by our independent registered public accounting firm, Price Waterhouse & Co. S.R.L., during the fiscal years ended December 31, 20172019 and 2016.2018.

 

2017

 

2016

 

 2019 2018

 

(in thousands of Pesos)

 

 (in thousands of Pesos)

Audit Fees

 

26,812

 

16,809

 

 76,963  53,726 

Audit Related Fees

 

16,200

 

11,309

 

 3,335  18,431 

Tax Fees

 

1,510

 

1,490

 

 3,107  747 

All Other Fees

 

969

 

1,492

 

 2,030  10,094 

Total

 

45,491

 

31,100

 

 85,435  82,998 

 

Audit feesare fees for professional services performed by Price Waterhouse & Co. S.R.L for the audit and limited review of Grupo Supervielle’s consolidated annual and quarterly financial statements under local and U.S. GAAPIFRS requirements and services that are normally provided in connection with statutory and regulatory filings.


Audit-related feesconsist of fees for professional services performed by Price Waterhouse & Co S.R.L. related to attestation, review and verification services with respect to our financial information and the provision of services in connection with special reports.

Tax feesare fees billed with respect to tax compliance and advisory services related to tax liabilities.

All other fees include fees paid for professional services other than the services reported above under “audit fees”, “audit related fees” and “tax fees” in each of the fiscal periodsyears above.

Audit Committee Pre-approval

Our audit committee is required to pre-approve all audit and non-audit services to be provided by our independent registered public accounting firm. Our Audit Committee has reviewed and approved audit and non-audit services fees proposed by our independent auditors.

Item 16.DExemptions from the Listing Standards for Audit Committees

Item 16.DExemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16.E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16.EPurchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 16.FChange in Registrant’s Certifying Accountant

Item 16.FChange in Registrant’s Certifying Accountant

None.

Item 16.GCorporate Governance

Item 16.GCorporate Governance

NYSE Corporate Governance Rules

Under NYSE rules, foreign private issuers are subject to more limited corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with four principal NYSE corporate governance rules: (1) we must satisfyhave an audit committee meeting the independence requirements of Rule 10A-3, relatingsubject to audit committees;specified exceptions; (2) our CEO must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with the applicable NYSE corporate governance rules; (3) we must provide the NYSE with annual and interim written affirmations as required under the NYSE corporate governance rules; and (4) 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. The table below briefly describes the significant differences between our domesticcorporate governance practice and the NYSE corporate governance rules.rules, applicable to U.S. domestic companies.

Section

NYSE corporate governance rule for
U.S. domestic issuers

Our approach

303A.01

A listed company must have a majority of independent directors. “Controlled companies” are not required to comply with this requirement.

Neither Argentine law nor our bylaws require us to have a majority of independent directors. However, pursuant to Section 109 of the Argentine Capital Markets Law, our Audit Committee must be composed of at least three members of the Board of Directors, with the majority of which must be independent;independent directors; thus, we are required to have at least two independent directors. Our Audit Committee is composed of three independent directors in accordance with the Exchange Act.

283 

Section

NYSE corporate governance rule for
U.S. domestic issuers

Our approach

303A.02

303A.02

This section establishes general standards to determine directors’ independence. No director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required, on a case by case basis, to express an opinion with regard to the independence or lack of independence, of each individual director.

(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:

Pursuant to current CNV Rules, a director is not considered independent if such director is:in certain situations, including where a director:

a)(a) is also a member of management or an employeethe board of shareholders who hold material holding indirectors the listedparent company or another company belonging to the same economic group of other entitiesthe 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 thesethe shareholders also have material holdingsa direct or over which these shareholders exercise a material influence;

b)             is currently an employee or has, inindirect “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;

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;

c)company, its parent or a person whoconsolidated subsidiary. Employment as interim chairman or CEO or other executive officer shall not disqualify a director from being considered independent;

(f) has been a professional relationshipdirector, manager, administrator or is partprincipal executive of a company or professional associationnot-for-profit organizations that maintains professional relations with, or that receives remunerations or fees (otherhave received funds, for amounts greater than directors’ fees)those described in section I) of article 12 of Resolution No. 30/2011 of the UIF and its amendments, from the listedissuer, its parent company or from shareholders that have material holdings inand other companies of the listed company, or withsame group of which it is a company in which such shareholders have material holdings or exercise a material influence;

part, as well as of the principal executives of any of them;

 

Section

NYSE corporate governance rule for
U.S. domestic issuers

Our approach

d)             a personB. the director has received, or has an immediate family member who has material holdings in the listed company or in an entity that has material holdings in, or exercises a material influence over, the listed company;

e)              a person who directly or indirectly provides goods or services to the listed company or to shareholders that have material holdings in or exercise a material influence over the listed company and receives compensation for such services that is substantially higher than that received, as director of the listed company;

This prohibition includes professional relations 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);

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.

(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 designation; orconsideration set forth in section e);

f)               the(h) has served as member is married or is a family member to an individual who would not qualify as independent.

“Material holdings” are shareholdings, either directly or indirectly, that represent at least 15% of the capital stockboard of the relevant entity, or a smaller percentage when the person has the right to elect one or more directors per classdirector of shares or by having entered into agreements with other shareholders relating to the governance and the management of the relevant entity or of its controlling shareholders.

Notwithstanding the foregoing, Resolution 730 of the CNV approved on April 12, 2018, redefined certain criteria to define the independence of directors, which standards will be in force as from the first annual ordinary meeting to be held after December 31, 2018. Among other assumptions , a director will not be independent if such director: (i) Has served  as director at the issuer, its parent company or another company belonging to the same economic group for more than 10ten years. TheIf said relationship had ceased to exist during the previous three years, the independent condition of independent director will be recovered after having passed at least 3 years sincerecovered;

(i) is the cessationspouse or legally recognized partner, relative up to the third level of his position as director; (ii) Is also a memberconsanguinity or up to the second level of affinity of persons who, if they were members of the board of the parent company or another company belongingdirectors, would not be independent, according to the same economic groupabove 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, bywhich 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.

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 relationship existing at the time of its election or that had ceased during the 3 years immediately preceding; (iii) Directly or indirectly, is the owner of 5% or more of shares withsmaller amount when they have the right to voteelect one or more directors by share class or have other shareholders agreements relating to the government and /administration of the company or share capital inof its parent company.

Pursuant to the issuerCNV Rules we are required to report to the shareholders’ meeting, prior to voting for the appointment of any director, the status of such director as either “independent” or in a company that has a ‘significant participation’ in it.“non-independent.”

285 

Section

NYSE corporate governance rule for
U.S. domestic issuers

Our approach

303A.03

303A.03

The non-management directors of a listed company must meet at regularly scheduled executive sessions without management.

Neither Argentine law nor our bylaws require the holding of such meetings and we do not hold non-management directors meetings.

The Argentine Corporate LawAGCL provides, however, that the board shall meet at least once every three months, and according to our bylaws, whenever the chairman considers necessary to convene for a meeting.

303A.04

303A.04

A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.

Pursuant to applicable local rules, we have an Etchis,Ethics, Compliance and Corporate Governance committee. Neither Argentine law nor our bylaws requireWe also have a Nomination and Remuneration Committee which, among other duties, advises the establishmentBoard of a nominating committee, as directors are nominated and appointed byDirectors on the shareholders.

nomination of directors.

303A.05

303A.05

A listed company must have a compensation committee composed entirely of independent directors, with a written

Neither Argentine law nor our bylaws require the establishment of a compensation committee. We do not have a compensation

Section

NYSE corporate governance rule for
U.S. domestic issuers

Our approach

charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.

Neither Argentine law nor our bylaws require the establishment of a compensation committee. However, we have a Human Resources committeeNomination and Remuneration Committee which advises the Board of Directors on Senior Officers compensation schemes.

on: (a) the nomination of directors and senior officers and their succession plans, (b) the remuneration polices for the Board of Directors, senior officers and the personnel, and (c) Human Resources policies, training and evaluation of the staff performance.

303A.06

303A.07

A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, subject to certain specified exceptions, with a written charter that covers certain minimum specified duties.

(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.

 

The responsibilities of an audit committee, as provided in the Argentine Capital Markets Law No. 26,831 and the CNV standardsRules are essentially the same as those provided for under Rule 10A-3, which we are required to satisfy.

Argentine law requires 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 of three independent directors and one of the members is well-versed in business, financial and accounting matters, in accordance with the requirements of the Exchange Act.

The responsibilities of anour audit committee include, but are not limited to, the following:

a)             advise on       oversees the Boardadequacy, appropriateness and effectiveness of Directors’ proposal for the designation of external independent accountants and to ensure their independence;

b)             oversee our internal control mechanismssystems to ensure the reasonableness, reliability, adequacy and administrativetransparency of our consolidated financial statements, financial and accounting proceduresinformation and our consolidated financial statements and information;

286 

Section

NYSE corporate governance rule for
U.S. domestic issuers

Our approach

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 reliabilityauditor’s independence) all relationships between the independent auditor and the listed company;

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 allthe 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 relevant information filedpersonnel 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 CNVindependent auditor;

G. set clear policies for the recruitment of employees or former employees of the independent auditors; and other entities

H. report regularly to which we report;the board of directors.

c)              oversee our information policies concerning(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;management processes and internal control systems.

d)             provideb)       provides the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders;

c)       advises on the Board of Directors’ proposal for the designation of external independent accountants and ensure their independence;

d)       ensures that the Code of Ethics and Internal Conduct Code comply with current rules and regulations;

e)              advise       maintains an understanding of the auditing procedures to ensure that they are complete and up-to-date and approves such procedures to then submit them to the Board of Directors for their consideration and approval;

f)       takes knowledge of Grupo Supervielle’s financial, reputational, legal and operative risks, and oversees compliance with policies designed to mitigate these such risks;

g)       advises on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors;

h)       issues grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV;

f)               advisei)       verifies the fulfillment of any applicable rules of conduct;

j)       oversees the maintenance of adequate internal controls by each of Grupo Supervielle’s subsidiaries to minimize risk through the consolidation of best practices with respect to each of the businesses; and

k)       advises on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited;limited.

Our Audit Committee is ruled by its internal charter.

287 

 

g)              verifySection

NYSE corporate governance rule for
U.S. domestic issuers

Our approach

If a member of the fulfillmentaudit committee is simultaneously a member of any applicable rulesthe audit committee of conduct;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

(h)         issue grounded opinions on related-party transactions under certain circumstances and file disclose such opinions with regulatory agencies as required by the CNVdetermination in the caseorder of possible conflictsbusiness of interest

the annual shareholders’ meeting of the listed company or in the company’s annual report on Form 10-K filed with the SEC.

303A.08

303A.08

Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.

We do not currently offer equity-based compensation to our directors, executive officers or employees, and have no policy on this matter.

303A.09

303A.09

A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.

subjects, including director’s standards and responsibilities

Neither Argentine law nor our bylaws require the adoption or disclosure of corporate governance guidelines. The CNV Rules contain a recommended Code of Corporate Governance guidelines for listed companies and the Board of Directors must include on its annual report, the degreelevel of compliance of such code. Weguidelines. Since 2011, we have adopted, asin place a Code of May 26, 2011, aCorporate Governance which contains corporate governance manual.

Section

NYSE corporate governance rule for
U.S. domestic issuers

guidelines. Our approach

Code of Corporate Governance is subject to periodic revision in order to comply with the latest applicable regulations and standards and to include up-to-date best market practices. The latest revision of our Code of Corporate Governance was approved in October 2019.  

303A.10

A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.

Each listed company may determine its own policies, which should address conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of listed company assets, compliance with laws, rules and regulations, and encouraging the reporting of any illegal or unethical behavior.

Neither Argentine law nor our bylaws require the adoption or disclosure of a code of business conduct. We, however, have adopted a code of business conduct and ethics that applies to all of our employees.

303A.12

a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards.

b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A.

c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.

Comparable provisions do not exist under Argentine law and CNV standards.

Rules.

 

Item 16.H.Mine Safety Disclosure

Item 16.HMine Safety Disclosure

Not applicable.

Item  17.Financial Statements

Item 17Financial Statements

Not applicable.

Item  18.Financial Statements

Item 18Financial Statements

Our audited consolidated financial statements are included in this annual report beginning at Page F-1.

Item 19Exhibits

Item 19.Exhibits

EXHIBIT INDEX

Exhibit
Number

Description

1.1

1.1

Bylaws of Grupo Supervielle (English translation), as amended (incorporated by reference to Exhibit 1.1 to our Annual Report on Form 20-F (File No. 001-37777) filed on May 1, 2017).

2.1

2.1

Deposit Agreement among Grupo Supervielle, The Bank of New York Mellon, as depositary, and the holders from time to time of American depositary shares issued thereunder, including the form of American depositary receipts, dated May 18, 2016 (incorporated by reference to Exhibit 2.1 to our Annual Report on Form 20-F (File No. 001-37777) filed on May 1, 2017).

2.2

2.2

Indenture dated as of February 9, 2017 among Banco Supervielle S.A. as issuer, The Bank of New York Mellon as trustee, paying agent, calculation agent, registrar and transfer agent and Banco Santander Rio S.A. as Argentine registrar and transfer agent, Argentine paying agent and representative of the trustee in Argentina.

Argentina (incorporated by reference to Exhibit 2.2 to our Annual Report on Form 20-F (File 001-37777) filed on April 27, 2018).

2.3

2.3

First supplemental indenture dated as of February 9, 2017 to the indenture dated as of February 9, 2017 among Banco Supervielle S.A., as issuer.issuer, The Bank of New York Mellon as trustee, registrar, calculation agent, paying agent and transfer agent and Banco Santander Rio S.A. as Argentine registrar, Argentine paying agent, Argentine transfer agent.agent and representative of the trustee in Argentina.

Argentina (incorporated by reference to Exhibit 2.3 to our Annual Report on Form 20-F (File 001-37777) filed on April 27, 2018).

2.4

2.4

Second supplemental indenture dated as of February 9, 2017 to the indenture dated as of February 9, 2017 among Banco Supervielle S.A., as issuer, The Bank of New York Mellon as trustee, registrar, calculation agent, paying agent and transfer agent and Banco Santander Rio S.A. as Argentine registrar, Argentine paying agent, Argentine transfer agent and representative of the trustee in Argentina.

Argentina (incorporated by reference to Exhibit 2.4 to our Annual Report on Form 20-F (File 001-37777) filed on April 27, 2018).

2.(d)

Description of SecuritiesRegistered under Section 12(b) of the Exchange Act (filed herein).

8.1

List of subsidiaries of Grupo Supervielle as of the date of this annual report.report (filed herein).


Exhibit
Number

Description

12.1

12.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002 (filed herein).

12.2

12.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002 (filed herein).

13.1

13.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002 (filed herein).

101. INSXBRL Instance Document.
101. SCHXBRL Taxonomy Extension Schema Document.
101. CALXBRL Taxonomy Extension Calculation Linkbase Document.
101. LABXBRL Taxonomy Extension Label Linkbase Document.
101. PREXBRL Taxonomy Extension Presentation Linkbase Document.
101. DEFXBRL Taxonomy Extension Definition Document.

The amount of long-term debt securities of Grupo Supervielle authorized under any given instrument does not exceed 10% of its total assets on a consolidated basis. Grupo Supervielle hereby agrees to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of its long-term debt or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.

290 

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.

GRUPO SUPERVIELLE S.A.

By:
/s/ Jorge Oscar Ramírez

By:

Name: Jorge Oscar Ramírez

Title: Chief Executive Officer
By:/s/ Alejandra Naughton

Name: Alejandra Naughton

Title: Chief Financial Officer

Date: April 27, 2018.

GRUPO SUPERVIELLE S.A. AND SUBSIDIARIESDate: April 30, 2020


 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTSContents

 

Page

Report of the Independent Registered Public Accounting Firmfirm

F- 1

F-2

Consolidated Balance SheetStatements of Financial Position as of December 31, 20172019 and 20162018

F-4

F- 2

Consolidated Income Statement for the years ended December 31, 2019, 2018 and 2017

F-6
Consolidated Statement of Comprehensive Income for the years ended December 31, 2017, 20162019, 2018 and 20152017F-7

F- 5

Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2017, 20162019, 2018 and 20152017

F-8

F- 7

Consolidated Statement of Cash FlowsFlow for the years ended December 31, 2017, 20162019, 2018 and 20152017

F-9

F- 8

Notes to the Consolidated Financial Statements

F- 10

F-11

[PwC Office Letterhead]

  

F-1

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of Grupo Supervielle S.A.

 

Opinions on the Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying consolidated balance sheetsstatements of financial position of Grupo Supervielle S.A. and its subsidiaries (the “Company”) as of December 31, 20172019 and 2016,December 31, 2018, and the related consolidated statementsincome statement, consolidated statement of comprehensive income, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flowsflow for each of the three years in the period ended December 31, 2017,2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’sCompany's internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172019 in conformity with accounting rules prescribedInternational Financial Reporting Standards as issued by the Banco Central de la República Argentina (the “BCRA”).International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

 

Basis for Opinions

 

The Company’sCompany's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing onunder Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’sCompany's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB) and are required to be independent with respect to the Company 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

Emphasis of Matter

F-2

 

Accounting rules prescribed by the BCRA vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 35 to the consolidated financial statements.

 

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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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.

 

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.

 

/s/ PRICE WATERHOUSE & Co. S.R.L.

By

/s/ DIEGO LUIS SISTOSANTIAGO JOSÉ MIGNONE (Partner)

           Santiago José Mignone

 

Diego Luis Sisto

 

Buenos Aires, Argentina

April 27, 201830, 2020

 

We have served as the Company’s auditor since 2008.

 

F-1


F-3

GRUPO SUPERVIELLE S.A.

 

Grupo Supervielle S.A. and SubsidiariesConsolidated Statements of Financial Position

Consolidated Balance Sheet

As of December 31, 20172019 and 20162018

(Expressed in thousands of Argentine pesos)

 

 

 

December 31,

 

 

 

2017

 

2016

 

ASSETS

 

 

 

 

 

Cash and due from banks

 

 

 

 

 

Cash

 

Ps.

3,039,001

 

Ps.

1,879,885

 

Financial institutions and correspondents

 

 

 

 

 

Argentine Central Bank (Note 17)

 

7,083,631

 

5,736,955

 

Other local financial institutions (Note 17)

 

32,582

 

151,252

 

Foreign (Note 17)

 

924,137

 

378,633

 

Other

 

50,124

 

19,407

 

 

 

Ps.

11,129,475

 

Ps.

8,166,132

 

Government and corporate securities (Note 5)

 

 

 

 

 

Holdings of trading securities

 

1,187,196

 

125,243

 

Unlisted Government securities

 

508,589

 

818,853

 

Investments in listed corporate securities

 

38,624

 

1,895

 

Securities issued by the Argentine Central Bank

 

13,611,627

 

1,414,053

 

 

 

Ps.

15,346,036

 

Ps.

2,360,044

 

Loans (Note 6)

 

 

 

 

 

To the non-financial public sector

 

32,607

 

4,306

 

To the financial sector

 

 

 

 

 

Interbank loans (Call money loans granted)

 

30,000

 

25,000

 

Other loans to domestic financial institutions (Note 17)

 

379,466

 

419,456

 

Accrued interest, adjustments and exchange rate differences receivable

 

9,900

 

28,958

 

 

 

 

 

 

 

To the non-financial private sector and foreign residents

 

 

 

 

 

Overdrafts

 

3,616,843

 

3,110,097

 

Promissory notes

 

15,494,647

 

9,426,568

 

Mortgage loans

 

1,549,765

 

78,057

 

Automobile and other secured loans

 

313,724

 

65,076

 

Personal loans

 

14,818,163

 

9,916,776

 

Credit card loans

 

7,966,037

 

6,678,578

 

Foreign trade loans

 

11,215,752

 

5,311,475

 

Other loans

 

492,496

 

283,881

 

Accrued interest, adjustments and exchange rate differences receivable

 

1,397,740

 

773,961

 

Documented interest

 

(829,086

)

(324,795

)

Other

 

(83

)

(1,738

)

Less: Allowances (Note 7)

 

(1,533,598

)

(899,147

)

 

 

Ps.

54,954,373

 

Ps.

34,896,509

 

Other receivables from financial transactions (Note 8)

 

 

 

 

 

Argentine Central Bank

 

855,261

 

535,351

 

Amounts receivable for spot and forward sales pending settlement (Note 8)

 

3,374,940

 

4,745

 

Securities receivable under spot and forward purchases pending settlement (Note 8)

 

56,781

 

594,730

 

Unlisted corporate bonds

 

66,619

 

29,166

 

Balances from forward transactions without delivery of underlying asset pending settlement

 

26,916

 

28,304

 

Other (Note 8)

 

2,191,205

 

2,586,247

 

Less: Allowances (Note 7)

 

(10,326

)

(5,807

)

 

 

Ps.

6,561,396

 

Ps.

3,772,736

 

ASSETS 12/31/2019  12/31/2018 
Cash and due from banks (Note 1.7)  26,403,099   51,822,372 
Cash  8,751,111   7,368,112 
Financial institutions and correspondents        
Argentine Central Bank  15,927,336   42,132,824 
Other local financial institutions  1,694,742   2,305,439 
Others  29,910   15,997 
Debt Securities at fair value through profit or loss (Note 1.7, 5, 6 and 16)  568,501   23,247,329 
Derivatives (Note 6 and 11)  257,587   24,496 
Other financial assets (Note 1.7, 5, 6 and 16)  2,096,866   2,612,157 
Loans and other financing (Note 6 and 26)  88,010,011   118,771,635 
To the non-financial public sector  28,872   50,460 
To the financial sector  64,522   613,101 
To the Non-Financial Private Sector and Foreign residents  87,916,617   118,108,074 
Other debt securities (Note 1.8, 6 and 16)  10,458,556   6,631,861 
Financial assets in guarantee (Note 6 and 16)  5,333,704   3,087,750 
Current income tax assets  102,458   910,777 
Inventories (Note 16)  44,455   107,557 
Investments in equity instruments (Note 6 and 16)  14,579   16,005 
Property, plant and equipment (Note 13)  4,002,078   3,359,290 
Investment Property (Note 14)  4,054,737   635,877 
Intangible assets (Note 15)  4,372,514   4,170,146 
Deferred income tax assets (Note 5)  1,671,195   1,264,222 
Non-current assets held for sale  -   4,307 
Other non-financial assets (Nota 16)  1,294,351   1,367,029 
TOTAL ASSETS  148,684,691   218,032,810 

 

The accompanying notesNotes are an integral part of these consolidated financial statementsConsolidated Financial Statements.

 

F-2


F-4

Grupo SupervielleGRUPO SUPERVIELLE S.A. and Subsidiaries

 

Consolidated Balance Sheet — ContinuedStatements of Financial Position

As of December 31, 20172019 and 20162018

(Expressed in thousands of Argentine pesos)

 

 

 

December 31,

 

 

 

2017

 

2016

 

ASSETS (Continued)

 

 

 

 

 

Receivables from financial leases

 

 

 

 

 

Receivables from financial leases

 

Ps.

2,507,649

 

Ps.

1,516,227

 

Accrued interest and adjustments pending collection

 

36,908

 

26,882

 

Less: Allowances (Note 7)

 

(25,356

)

(15,254

)

 

 

2,519,201

 

Ps.

1,527,855

 

Unlisted equity investments (Note 9)

 

 

 

 

 

Other

 

1,003

 

3,732

 

Less: Allowances (Note 13)

 

(269

)

(231

)

 

 

Ps.

734

 

Ps.

3,501

 

Miscellaneous receivables

 

 

 

 

 

Minimum presumed income tax — Tax credit (Note 20)

 

26,183

 

8,408

 

Other (Note 8)

 

1,801,253

 

1,139,203

 

Less: Allowances (Note 13)

 

(50,492

)

(37,295

)

 

 

Ps.

1,776,944

 

Ps.

1,110,316

 

 

 

 

 

 

 

Premises and equipment, net (Note 10)

 

Ps.

694,431

 

Ps.

621,575

 

 

 

 

 

 

 

Miscellaneous assets, net (Note 11)

 

Ps.

612,264

 

Ps.

425,501

 

 

 

 

 

 

 

Intangible assets

 

 

 

 

 

Goodwill (Note 12.1)

 

22,043

 

31,475

 

Other intangibles (Note 12.2)

 

302,458

 

253,987

 

 

 

Ps.

324,501

 

Ps.

285,462

 

 

 

 

 

 

 

Unallocated items

 

51,923

 

36,411

 

 

 

 

 

 

 

Total Assets

 

Ps.

93,971,278

 

Ps.

53,206,042

 

 

 

 

 

 

 

  12/31/2019  12/31/2018 
LIABILITIES        
Deposits (Note 16)  89,008,177   145,996,201 
Non-financial public sector  5,470,177   17,083,822 
Financial sector  28,098   38,821 
Non-financial private sector and foreign residents  83,509,902   128,873,558 
Liabilities at fair value through profit or loss (Note 5 and 16)  189,554   412,403 
Derivatives (Note 5 and 10)  -   144,944 
Repo transactions (Note 9)  319,817   - 
Other financial liabilities (Note 5 and 16)  9,115,565   6,564,396 
Financing received from the Argentine Central Bank and other financial institutions (Note 5 and 16)  9,017,597   12,357,106 
Unsubordinated negotiable Obligations (Note 5 and 24)  6,086,475   14,317,445 
Current income tax liability  -   1,217,233 
Subordinated negotiable obligations (Note 5 and 24)  2,119,888   2,128,759 
Provisions (Note 17)  677,018   133,703 
Deferred income tax liabilities (Note 4)  506,291   343,586 
Other non-financial liabilities (Note 16)  8,208,914   8,314,639 
TOTAL LIABILITIES  125,249,296   191,930,415 
         
SHAREHOLDERS' EQUITY        
Shareholders' Equity attributable to owners of the parent company  23,415,797   26,080,725 
Shareholders' Equity attributable to non-controlling interests  19,598   21,670 
TOTAL SHAREHOLDERS' EQUITY  23,435,395   26,102,395 

 

The accompanying notesNotes are an integral part of these consolidated financial statementsConsolidated Financial Statements.

 

F-3


F-5

GRUPO SUPERVIELLE S.A.

 

Grupo Supervielle S.A. and Subsidiaries

Consolidated Income Statement

Consolidated Balance Sheet — Continued

As ofFor the financial years ended December 31, 20172019, 2018 and 20162017

(Expressed in thousands of Argentine pesos)

 

 

 

December 31,

 

 

 

2017

 

2016

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

Non-financial public sector

 

Ps.

6,171,661

 

Ps.

2,587,253

 

Financial sector

 

15,702

 

9,326

 

Non-financial private sector and foreign residents

 

 

 

 

 

Current accounts

 

5,679,805

 

4,361,405

 

Savings accounts

 

29,578,994

 

13,205,937

 

Time deposits

 

13,014,886

 

11,677,322

 

Investment accounts

 

255,000

 

375,000

 

Other

 

1,328,837

 

3,510,701

 

Accrued interest and exchange rate differences payable

 

442,142

 

170,920

 

 

 

Ps.

56,487,027

 

Ps.

35,897,864

 

Other liabilities from financial transactions

 

 

 

 

 

Argentine Central Bank — Other

 

6,514

 

4,966

 

Banks and international institutions (Note 14)

 

2,783,270

 

703,010

 

Unsubordinated negotiable obligations (Note 15.1)

 

8,307,202

 

1,966,936

 

Amounts payable for spot and forward purchases pending settlement (Note 8)

 

25,275

 

592,386

 

Securities to be delivered under spot and forward sales pending settlement (Note 8)

 

3,788,545

 

29,979

 

Loans from domestic financial institutions (Note 14)

 

620,800

 

983,823

 

Other (Note 8)

 

2,602,566

 

2,132,925

 

Accrued interest and exchange rate differences payable

 

309,182

 

100,809

 

 

 

Ps.

18,443,354

 

Ps.

6,514,834

 

Miscellaneous liabilities

 

 

 

 

 

Directors’ and Statutory Auditors’ fees

 

1,743

 

1,534

 

Other (Note 8)

 

3,056,310

 

2,180,694

 

 

 

Ps.

3,058,053

 

Ps.

2,182,228

 

 

 

 

 

 

 

Provisions (Note 13)

 

80,163

 

63,252

 

Subordinated negotiable obligations (Note 15.2)

 

685,873

 

1,378,758

 

Unallocated items

 

60,513

 

134,158

 

Non-controlling interests (Note 28)

 

11,497

 

103,397

 

Total Liabilities

 

Ps.

78,826,480

 

Ps.

46,274,491

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

15,144,798

 

6,931,551

 

Total Liabilities and Shareholders’ Equity

 

Ps.

93,971,278

 

Ps.

53,206,042

 

  12/31/2019  12/31/2018  12/31/2017 
Interest income  (Note 16.13)  44,794,595   46,790,036   34,250,524 
Interest expenses (Note 16.14)  (34,913,451)  (26,787,390)  (12,782,957)
Net interest income  9,881,144   20,002,646   21,467,567 
Net income from financial instruments (NIFFI) at fair value through profit or loss (Note 16.15)  20,960,966   9,707,395   5,454,354 
Exchange rate differences on gold and foreign currency  (324,070)  1,733,237   604,734 
NIFFI And Exchange Rate Differences  20,636,896   11,440,632   6,059,088 
Net Financial Income  30,518,040   31,443,278   27,526,655 
Services Fee Income (Note 16.16)  8,599,607   9,118,706   9,327,965 
Services Fee Expense (Note 16.17)  (2,243,970)  (2,181,620)  (1,877,412)
Income from insurance activities (Note 16.18)  1,393,356   1,305,522   1,383,709 
Net Service Fee Income  7,748,993   8,242,608   8,834,262 
Subtotal  38,267,033   39,685,886   36,360,917 
Results from exposure to changes in the purchasing power of money  (5,359,565)  (9,253,021)  (3,986,190)
Other operating income (Note 16.19)  2,755,267   3,805,134   2,827,476 
Loan loss provisions  (7,736,868)  (7,967,031)  (6,204,348)
Net operating income  27,925,867   26,270,968   28,997,855 
Personnel expenses (Note 16.20)  14,164,289   13,504,300   13,439,165 
Administration expenses (Note 16.21)  7,573,543   8,615,396   7,566,294 
Depreciation and impairment of non-financial assets (Note 16.22)  1,814,671   665,154   956,819 
Other operating expenses (Note 16.23)  6,358,291   6,633,161   6,394,542 
(Loss) / Income before taxes  (1,984,927)  (3,147,043)  641,035 
Income tax (Note 4)  (168,695)  (1,555,074)  (1,802,869)
Net loss for the year  (2,153,622)  (4,702,117)  (1,161,834)
Net loss for the year attributable to owners of the parent company  (2,151,600)  (4,658,050)  (1,160,465)
Net loss for the year attributable to non-controlling interests  (2,022)  (44,067)  (1,369)

 

The accompanying notesNotes are an integral part of these consolidated financial statementsConsolidated Financial Statements.

 

F-4


F-6

GRUPO SUPERVIELLE S.A.

 

Grupo Supervielle S.A. and Subsidiaries

Consolidated Statement of Comprehensive Income

As ofFor the years ended December 31, 2017, 20162019, 2018 and 20152017

(Expressed in thousands of Argentine pesos)

 

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Financial income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on cash and due from banks

 

191

 

 

 

Interest on loans granted to the financial sector

 

90,151

 

73,754

 

9,173

 

Interest on overdrafts

 

1,162,923

 

996,571

 

594,315

 

Interest on promissory notes

 

2,479,741

 

1,906,421

 

1,400,099

 

Interest on mortgage loans

 

24,184

 

7,275

 

10,014

 

Interest on automobile and other secured loans

 

30,916

 

17,271

 

32,678

 

Interest on credit card loans

 

1,802,522

 

1,733,606

 

1,289,386

 

Interest on financial leases

 

413,029

 

329,550

 

178,219

 

Interest on other loans

 

6,281,543

 

3,715,110

 

2,186,064

 

Income from government and corporate securities

 

2,373,060

 

1,241,554

 

689,472

 

Interest on other receivables from financial transactions

 

192

 

217,662

 

38,066

 

Income from options

 

 

 

483

 

Consumer price index adjustment (“CER”)

 

85,617

 

1,724

 

374

 

Exchange rate differences on gold and foreign currency

 

250,758

 

367,436

 

44,735

 

Other (Note 19)

 

499,844

 

186,645

 

268,666

 

 

 

Ps.

15,494,671

 

Ps.

10,794,579

 

Ps.

6,741,744

 

 

 

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

 

 

Interest on current account deposits

 

637,696

 

 

 

Interest on savings account deposits

 

3,702

 

4,639

 

4,830

 

Interest on time deposits

 

1,982,098

 

2,803,306

 

2,168,344

 

Interest on interbank loans (call money loans)

 

28,720

 

31,173

 

18,933

 

Interest on other loans from the financial sector

 

180,160

 

309,462

 

137,982

 

Interest on other liabilities from financial transactions

 

128,237

 

128,027

 

266,760

 

Interest on subordinated obligations

 

325,961

 

267,542

 

81,282

 

Other interest

 

1,651,228

 

401,079

 

56,404

 

Consumer price index adjustment (CER)

 

11,001

 

920

 

276

 

Contributions made to Deposit Insurance Fund

 

82,721

 

87,619

 

180,704

 

Other (Note 19)

 

1,162,764

 

832,758

 

470,535

 

 

 

Ps.

6,194,288

 

Ps.

4,866,525

 

Ps.

3,386,050

 

 

 

 

 

 

 

 

 

Gross financial margin - gain

 

9,300,383

 

5,928,054

 

3,355,694

 

 

 

 

 

 

 

 

 

Loan loss provisions (Note 7)

 

1,820,169

 

1,057,637

 

543,844

 

 

 

 

 

 

 

 

 

Services fee income

 

 

 

 

 

 

 

In relation to lending transactions

 

765,006

 

515,353

 

384,047

 

In relation to deposits transactions

 

1,429,671

 

922,403

 

678,531

 

Other commissions

 

198,136

 

136,362

 

77,071

 

Other (Note 19)

 

2,580,459

 

1,953,398

 

1,696,059

 

 

 

Ps.

4,973,272

 

Ps.

3,527,516

 

Ps.

2,835,708

 

 

 

 

 

 

 

 

 

Services fee expense

 

 

 

 

 

 

 

Commissions

 

787,425

 

544,044

 

365,847

 

Other (Note 19)

 

708,423

 

536,616

 

412,645

 

 

 

Ps.

1,495,848

 

Ps.

1,080,660

 

Ps.

778,492

 

  12/31/2019  12/31/2018  12/31/2017 
Net loss for the year  (2,153,622)  (4,702,117)  (1,161,834)
             
Components of Other Comprehensive Income not to be reclassified to profit or loss            
Revaluation surplus of property, plant and equipment  (62,080)  474,704   82,736 
Income tax (Note 4)  9,674   (117,426)  (24,821)
Net revaluation surplus of property, plant and equipment  (52,406)  357,278   57,915 
(Loss) / income from equity instruments at fair value through other
comprehensive income
  (4,756)  1,603   18,731 
Income tax (Note 4)  1,428   (481)  (6,555)
Net (loss) / income from equity instruments at fair value through other
comprehensive income
  (3,328)  1,122   12,176 
Total Other Comprehensive Income not to be reclassified to profit or loss  (55,734)  358,400   70,091 
Components of Other Comprehensive Income to be reclassified to profit or loss            
Income from financial instruments at fair value through other
comprehensive income
  11,287   18,352   3,087 
Income tax (Note 4)  (3,386)  (5,135)  (1,058)
Net income from financial instruments at fair value through other
comprehensive income
  7,901   13,217   2,029 
Other Comprehensive Income to be reclassified to profit or loss  7,901   13,217   2,029 
Other Comprehensive (loss) / income  (47,833)  371,617   72,120 
Other comprehensive (loss) / income attributable to parent company  (47,701)  371,231   72,100 
Other comprehensive (loss) / income attributable to non-controlling interest  (132)  386   20 
Comprehensive loss  (2,201,455)  (4,330,500)  (1,089,714)
Comprehensive loss for the year attributable to owners of the parent company  (2,199,301)  (4,286,819)  (1,088,365)
Comprehensive loss for the year attributable to non-controlling interest  (2,154)  (43,681)  (1,349)

 

The accompanying notes are an integral part of these consolidated financial statementsConsolidated Financial Statements.

 

F-5


F-7

GRUPO SUPERVIELLE S.A.

 

Grupo Supervielle S.A. and Subsidiaries

Consolidated Statement of Income - ContinuedChanges in Shareholders´ Equity

For the financial years ended on December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Items Capital stock  Capital Adjustment  Paid in capital  Legal reserve  Other reserves  Retained earnings  Other comprehensive income  

Total

Shareholders´ equity
attributable to parent
company

  

Total

Shareholders´
equity attributable
to non-controlling
interest

  Total
shareholders´
equity
 
Balance at December 31, 2016  363,777   2,009,251   10,481,557   76,599   3,012,409   2,084,760   -   18,028,353   509,774   18,538,127 
Contributions from shareholders  92,945   131,726   13,879,067   -   -   -   -   14,103,738   -   14,103,738 
Distribution of retained earnings by the shareholders’ meeting on April 27, 2017:                                        
 - Other reserves  -   -   -   35,322   1,881,129   (1,916,451)  -   -   -   - 
 - Dividend distribution  -   -   -   -   -   (170,382)  -   (170,382)  -   (170,382)
Other movements  -   -   -   -   -   -   -   -   (166,454)  (166,454)
Net loss for the year  -   -   -   -   -   (1,160,465)  -   (1,160,465)  (1,369)  (1,161,834)
Other comprehensive income for the year  -   -   -   -   -   -   72,100   72,100   20   72,120 
Balance at December 31, 2017  456,722   2,140,977   24,360,624   111,921   4,893,538   -1,162,538   72,100   30,873,344   341,971   31,215,315 
Distribution of retained earnings by the shareholders’ meeting on April 24, 2018:                                        
 - Other reserves  -   -   -   28,596   3,345,492   (3,374,088)  -   -   -   - 
 - Dividend distribution  -   -   -   -   -   (505,129)  -   (505,129)  -   (505,129)
Purchase of subsidiaries ‘shares  -   -   (671)  -   -   -   -   (671)  (248)  (919)
Other movements  -   -   -   -   -   -   -   -   (276,372)  (276,372)
Net loss for the year  -   -   -   -   -   (4,658,050)  -   (4,658,050)  (44,067)  (4,702,117)
Other comprehensive income for the year  -   -   -   -   -   -   371,231   371,231   386   371,617 
Balance at December 31, 2018  456,722   2,140,977   24,359,953   140,517   8,239,030   (9,699,805)  443,331   26,080,725   21,670   26,102,395 
Distribution of retained earnings by the shareholders’ meeting on April 26, 2019:                                        
 - Other reserves  -   -   -   -   2,081,294   (2,081,294)  -   -   -   - 
 - Dividend distribution  -   -   -   -   -   (466,112)  -   (466,112)  -   (466,112)
Purchase of subsidiaries ‘shares  -   -   485   -   -   -   -   485   82   567 
Net loss for the year  -   -   -   -   -   (2,151,600)  -   (2,151,600)  (2,022)  (2,153,622)
Other comprehensive (loss) / income for the year  -   -   -   -   -   -   (47,701)  (47,701)  (132)  (47,833)
Balance at December 31, 2019  456,722   2,140,977   24,360,438   140,517   10,320,324   (14,398,811)  395,630   23,415,797   19,598   23,435,395 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

F-8

GRUPO SUPERVIELLE S.A.

Consolidated Statement of Cash Flow

For the years ended December 31, 2016, 20152019, 2018 and 20142017

(Expressed in thousands of Argentine pesos)

 

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Administrative expenses

 

 

 

 

 

 

 

Personnel expenses

 

Ps.

5,475,680

 

Ps.

3,859,525

 

Ps.

2,767,111

 

Directors’ and statutory auditors’ fees

 

80,862

 

73,894

 

59,475

 

Other professional fees

 

426,204

 

286,507

 

186,586

 

Advertising and publicity

 

272,769

 

226,350

 

165,413

 

Taxes

 

615,896

 

452,081

 

268,520

 

Depreciation of premises and equipment (Note 10)

 

118,594

 

81,558

 

56,637

 

Amortization of other intangibles (Note 12.2)

 

128,875

 

111,284

 

92,431

 

Other operating expenses

 

1,034,532

 

847,218

 

584,341

 

Other

 

237,210

 

121,864

 

80,889

 

 

 

Ps.

8,390,622

 

Ps.

6,060,281

 

Ps.

4,261,403

 

 

 

 

 

 

 

 

 

Subtotal - Income from financial transactions

 

Ps.

2,567,016

 

Ps.

1,256,992

 

Ps.

607,664

 

 

 

 

 

 

 

 

 

Income from insurance activities

 

479,061

 

606,143

 

175,947

 

Miscellaneous income

 

 

 

 

 

 

 

Results from equity investments

 

26,099

 

 

3

 

Default interests

 

92,739

 

82,142

 

51,907

 

Loans recovered and allowances reversed

 

167,844

 

130,987

 

60,199

 

Other (Note 19)

 

257,611

 

216,755

 

255,056

 

Result from discontinued operations

 

1,549

 

 

 

 

 

Ps.

545,842

 

Ps.

429,884

 

Ps.

367,165

 

Miscellaneous losses

 

 

 

 

 

 

 

Results from equity investments

 

 

4,996

 

 

Default interests and charges paid to the Argentine Central Bank

 

4,164

 

1,598

 

176

 

Loan loss provisions for miscellaneous receivables and other provisions

 

44,796

 

76,627

 

23,863

 

Depreciation and losses from miscellaneous assets (Note 11)

 

11,184

 

7,740

 

7,311

 

Amortization of goodwill (Note 12.2)

 

9,222

 

9,295

 

9,302

 

Other (Note 19)

 

307,114

 

358,690

 

172,775

 

 

 

Ps.

376,480

 

Ps.

458,946

 

Ps.

213,427

 

 

 

 

 

 

 

 

 

Non-controlling interests result

 

Ps.

(5,897

)

Ps.

(22,166

)

Ps.

(16,080

)

 

 

 

 

 

 

 

 

Income before tax

 

3,209,542

 

1,811,907

 

921,270

 

 

 

 

 

 

 

 

 

Income tax (Note 20)

 

Ps.

(772,483

)

Ps.

(500,603

)

Ps.

(247,161

)

 

 

 

 

 

 

 

 

Net Income for the fiscal year

 

Ps.

2,437,059

 

Ps.

1,311,304

 

Ps.

674,109

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

6.20

 

4.10

 

4.42

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

6.20

 

4.10

 

4.42

 

  12/31/2019  12/31/2018  12/31/2017 
Cash flow from operating activities            
             
Net loss for the year  (2,153,622)  (4,702,117)  (1,161,834)
             
Adjustments to obtain flows from operating activities:            
Income tax  168,695   1,555,074   1,802,869 
Depreciation and Impairment of Property, plant and equipment  1,814,671   665,154   956,819 
Loan loss provisions  7,736,868   7,967,031   6,204,348 
Other adjustments:            
Exchange rate difference on gold and foreign currency  324,070   (1,733,237)  (604,734)
Interest from loans and other financings  (44,794,595)  (46,790,036)  (34,250,524)
Interest from deposits and financing received  34,913,451   26,787,390   12,782,957 
Net income from financial instruments at fair value through profit or loss  (20,960,966)  (9,707,395)  (5,454,354)
Fair value measurement of investment properties  127,130   (221,408)  27,653 
Results from exposure to changes in the purchasing power of money  30,290,502   (14,349,403)  (17,600,790)
Interest on liabilities for financial leases  212,492   -   - 
Allowances reversed  (498,599)  (488,878)  (466,741)
             
 (Increases) / decreases from operating assets:            
Debt securities at fair value through profit or loss  24,776,311   9,814,368   (3,498,887)
Derivatives  (233,091)  36,637   19,094 
Repo transactions  -   7,608,341   (7,608,341)
Loans and other financing            
To the non-financial public sector  21,588   23,600   (61,854)
To the other financial entities  548,579   288,908   191,429 
To the non-financial sector and foreign residents  64,196,460   54,229,100   2,059,859 
Other debt securities  (3,826,695)  (5,816,717)  5,034,713 
Financial assets in guarantee  (2,245,954)  (132,293)  1,197,082 
Investments in equity instruments  1,426   89,956   (96,428)
Other assets  2,241,114   (7,151,464)  1,001,504 
             
Increases / (decreases) from operating liabilities:            
Deposits            
Non-financial public sector  (11,613,645)  3,066,329   6,684,075 
Financial sector  (10,723)  3,158   3,509 
Private non-financial sector and foreign residents  (83,108,859)  (11,979,964)  7,002,897 
Derivatives  (144,944)  144,944   (1,674,846)
Repo transactions  319,817   -   - 
Liabilities at fair value through profit or loss  (222,849)  412,403   - 
Other liabilities  524,046   731,334   1,715,045 
Income Tax paid  (809,974)  (2,154,355)  (2,020,426)
             
Net cash (used in) / provided by operating activities (A)  (2,407,296)  8,196,460   (27,815,906)
             
Cash flows from investing activities            
             
Payments related to:            
Purchase of PPE, intangible assets and other assets  (1,113,875)  (4,391,549)  (1,506,579)
Purchase of liabilities and equity instruments issued by other entities  -   (276,375)  (167,803)
Adquisition of subsidiaries, net of cash adquired  (197,954)  (2,827,563)  - 
             
Collections:            
Disposals related to PPE, intangible assets and other assets  8,021   667,263   1,061,324 
             
Net cash used in investing activities (B)  (1,303,808)  (6,828,224)  (613,058)

 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

F-9

GRUPO SUPERVIELLE S.A.

Consolidated Statement of Cash Flow

For the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

  12/31/2019  12/31/2018  12/31/2017 
Cash flows from financing activities            
             
Payments:            
Repurchase of non-controlling interest in subsidiaries  567   (919)  - 
Lease liabilities  (1,251,601)  -   - 
Financing received from Argentine Financial Institutions  (113,905,868)  (105,180,217)  (98,253,226)
Unsubordinated negotiable obligations  (17,365,599)  (11,619,542)  (2,663,582)
Subordinated negotiable obligations  (842,966)  (19,976)  (2,350,208)
Dividends  (466,112)  (505,129)  (170,382)
             
Collections:            
Unsubordinated negotiable obligations  8,412,283   6,429,136   16,363,453 
Financing received from Argentine Financial Institutions  110,569,136   109,529,169   101,398,236 
Contributions from shareholders  -   -   14,103,738 
             
Net cash (used in) / provided by financing activities (C)  (14,850,160)  (1,367,478)  28,428,029 
             
Effects of exchange rate changes and exposure to changes in the purchasing power of money on cash and cash equivalents (D)  (25,767,419)  23,602,424   21,586,977 
             
Net (decrease) / increase in cash and cash equivalents  (A+B+C+D)  (44,328,683)  23,603,182   21,586,042 
Cash and cash equivalents at the beginning of the year  72,265,167   48,661,985   27,075,943 
Cash and cash equivalents at the end of the year  27,936,484   72,265,167   48,661,985 
             

The accompanying notes are an integral part of these consolidated financial statementsConsolidated Financial Statements.

 

F-6


F-10

GRUPO SUPERVIELLE S.A.

 

Grupo Supervielle S.A.Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and Subsidiaries2017,

Consolidated Statement of Changes in Shareholders’ Equity

Forand for the years ended December 31, 2017, 20162019, 2018 and 20152017

(Expressed in thousands of Argentine pesos)

 

 

 

Contribution from shareholders

 

Reserves

 

 

 

Total
Shareholders’

 

 

 

Capital Stock

 

Paid-in Capital

 

Legal

 

Other

 

Retained earnings

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2014

 

Ps.

124,485

 

Ps.

91,543

 

Ps.

24,897

 

Ps.

1,103,141

 

Ps.

362,920

 

Ps.

1,706,986

 

Distribution of retained earnings by the shareholders’ meeting on April 30,2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Reserves

 

 

 

 

355,535

 

(355,535

)

 

Dividend distribution

 

 

 

 

 

(7,385

)

(7,385

)

Capitalization of retained earnings

 

124,485

 

 

 

(124,485

)

 

 

Net Income for the year

 

 

 

 

 

674,109

 

674,109

 

Balance at December 31, 2015

 

Ps.

248,970

 

Ps.

91,543

 

Ps.

24,897

 

Ps.

1,334,191

 

Ps.

674,109

 

Ps.

2,373,710

 

Distribution of retained earnings by the shareholders’ meeting on April 19, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal Reserves

 

 

 

24,897

 

 

(24,897

)

 

Other Reserve

 

 

 

 

624,050

 

(624,050

)

 

Dividend distribution

 

 

 

 

 

(25,162

)

(25,162

)

Contribution from shareholders

 

114,807

 

3,156,892

 

 

 

 

3,271,699

 

Net Income for the year

 

 

 

 

 

1,311,304

 

1,311,304

 

Balance at December 31, 2016

 

Ps.

363,777

 

3,248,435

 

49,794

 

1,958,241

 

1,311,304

 

6,931,551

 

Distribution of retained earnings by the shareholders’ meeting on April 27, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal Reserves

 

 

 

22,961

 

 

(22,961

)

 

Other Reserve

 

 

 

 

1,222,843

 

(1,222,843

)

 

Dividend distribution

 

 

 

 

 

(65,500

)

(65,500

)

Contribution from shareholders

 

92,945

 

5,748,743

 

 

 

 

5,841,688

 

Net Income for the year

 

 

 

 

 

2,437,059

 

2,437,059

 

Balance at December 31, 2017

 

Ps.

456,722

 

8,997,178

 

72,755

 

3,181,084

 

2,437,059

 

15,144,798

 

The accompanying notes are an integral part of these consolidated financial statements

F-7



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Consolidated Statement of Cash Flows

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos)

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Changes in cash and cash equivalents

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

Ps.

9,688,554

 

Ps.

7,616,502

 

Ps.

 4,046,180

 

Cash and cash equivalents at the end of the year

 

25,421,865

 

9,688,554

 

7,616,502

 

Net increase in cash and cash equivalents

 

Ps.

15,733,311

 

Ps.

2,072,052

 

Ps.

3,570,322

 

Causes of changes in cash and cash equivalents

 

 

 

 

 

 

 

Cash Flow from operating activities

 

 

 

 

 

 

 

Net (payments)/collections related to:

 

 

 

 

 

 

 

Government and corporate securities

 

Ps.

2,140,023

 

Ps.

(947,998

)

Ps.

744,287

 

Loans

 

 

 

 

 

 

 

To the financial sector

 

144,199

 

(217,926

)

(169,047

)

To the non-financial public sector

 

(25,002

)

5,951

 

5,747

 

To the non-financial private sector and foreign residents

 

(9,702,001

)

(4,863,859

)

(184,866

)

Other receivables from financial transactions

 

(1,880,356

)

(67,871

)

76,259

 

Receivables from financial leases

 

(551,434

)

(60,992

)

(219,970

)

Deposits

 

 

 

 

 

 

 

To the financial sector

 

6,376

 

(241,655

)

100,164

 

To the non-financial public sector

 

3,244,458

 

1,352,419

 

(314,813

)

To the non-financial private sector and foreign residents

 

14,371,284

 

7,994,649

 

4,827,512

 

Other liabilities from financial transactions

 

 

 

 

 

 

 

Interbank loans (call money loans received)

 

(178,925

)

119,032

 

(139,115

)

Other (except for liabilities included in Financing Activities)

 

727,743

 

(589,851

)

(417,149

)

Collections related to income from services

 

5,789,970

 

4,436,397

 

3,040,982

 

Payments related to expenses for services

 

(1,775,300

)

(1,279,764

)

(902,340

)

Administrative expenses paid

 

(7,537,254

)

(5,340,482

)

(3,608,264

)

Payment of organization and development expenses

 

(156,309

)

(97,184

)

(100,886

)

Net collections of penalty interest

 

92,739

 

82,142

 

51,907

 

Differences deriving from court resolutions paid

 

(4,918

)

(1,480

)

 

Other (payments) / collections related to miscellaneous income and losses

 

(10,269

)

(100,958

)

23,913

 

Net payments related to other operating activities

 

(1,088,322

)

(163,934

)

(73,512

)

Income tax/Minimum Presumed Income Tax paid

 

(461,678

)

(310,983

)

(290,971

)

Net cash provided by / (used in) operating activities

 

Ps.

3,145,024

 

Ps.

(294,347

)

Ps.

2,449,838

 

Cash Flow from investing activities

 

 

 

 

 

 

 

Net (payments) / collections related to bank premises and equipment

 

(175,841

)

(494,253

)

35,742

 

Net (payments) / collections related to miscellaneous assets

 

(145,140

)

35,520

 

(220,287

)

Payments for sales of equity investments

 

33,112

 

(21

)

 

Other collections / (payments) for investing activities

 

5,053

 

(18,510

)

(4,289

)

Net cash used in investing activities

 

Ps.

(282,816

)

Ps.

(477,264

)

Ps.

(188,834

)

F-8



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Consolidated Statement of Cash Flows

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos)

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Cash Flow from financing activities

 

 

 

 

 

 

 

Net collections / (payments) related to:

 

 

 

 

 

 

 

Unsubordinated negotiable obligations

 

Ps.

5,288,294

 

Ps.

371,069

 

Ps.

638,722

 

Argentine Central Bank

 

1,548

 

1,843

 

2,092

 

International banks and institutions

 

2,098,285

 

568,385

 

74,445

 

Subordinated negotiable obligations

 

(1,058,813

)

(123,811

)

(74,684

)

Financing received from Argentine financial institutions

 

(228,665

)

(1,686,277

)

254,113

 

Contributions from shareholders

 

5,841,688

 

3,301,137

 

 

Payment of dividends

 

(65,500

)

(25,503

)

(7,385

)

Other payments from Financing Activities

 

(7,256

)

(19,757

)

(16,616

)

Net cash provided by financing activities

 

Ps.

11,869,581

 

Ps.

2,387,086

 

Ps.

870,687

 

Financial income on cash and cash equivalents (including interest and monetary results)

 

1,001,522

 

456,577

 

438,631

 

Net increase in cash and cash equivalents

 

Ps.

15,733,311

 

Ps.

2,072,052

 

Ps.

3,570,322

 

The accompanying notes are an integral part of these consolidated financial statements

F-9



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

1.Business of the Company

1.ACCOUNTING STANDARDS AND BASIS OF PREPARATION

 

Grupo Supervielle S.A. (“Grupo(individually referred to as “Grupo Supervielle”, the “Company” or “the Company” and jointly with its subsidiaries as the “Group”), is a financial services holding company organized under the laws of Argentina that conducts its business through its subsidiaries, providing banking services, proprietary brand credit card services, personal loans, insurance and other services. The detail subsidiaries of the Company and respective ownership is included in Note 2.

2.Basis of Consolidation

 

Grupo Supervielle’s consolidated financial statementsSupervielle´s Consolidated Financial Statements as of December 31, 20172019, 2018 and 20162017 and for the years ended December 31, 2017, 20162019 and 20152018 include the assets, liabilities and results of the controlled companies detailed below. The percentages directly or indirectly held by Grupo Supervielle in each of those companies’ capital stock are as follows:Note 1.2.

 

 

 

December 31,

 

December 31,

 

December 31,

 

Issuing Company

 

2017

 

2016

 

2015

 

Grupo Supervielle S.A.

 

 

 

 

 

 

 

Banco Supervielle S.A. (“Banco”)

 

99.88

%

98.23

%

97.39

%

Cordial Compañía Financiera S.A. (“CCF”)

 

99.89

%

98.32

%

97.52

%

Cordial Microfinanzas S.A. (“Cordial”)

 

 

99.77

%

99.67

%

Sofital S.A.F. e II (“Sofital”)

 

100.00

%

100.00

%

95.03

%

Tarjeta Automática S.A. (“Tarjeta”)

 

99.99

%

99.78

%

99.68

%

Supervielle Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión (“SAM”)

 

100.00

%

100.00

%

99.75

%

Espacio Cordial de Servicios S.A. (“ECS”)

 

100.00

%

100.00

%

99.75

%

Supervielle Seguros S.A. (“SS”)

 

100.00

%

100.00

%

99.75

%

1.1.Basis of preparation

 

Intercompany balances and transactionsThese Consolidated Financial Statements have been eliminatedprepared in consolidation.accordance with IFRS as adopted by the IASB.

The preparation of Financial Statements at a certain date requires Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the year. Actual results might differ from the estimates and evaluations made at the date of preparation of these Consolidated Financial Statements. The most significant judgments made by Management in applying the Group’s accounting policies and the major estimations and significant judgments are described in Note 2.

These consolidated financial statements as of December 31, 2019, were approved by resolution of the Board of

Directors’ meeting held on April 30, 2020.

 

3.Significant Accounting Policies(a)      Going concern

 

The consolidated financial statements as of December 31, 2019, 2018 and 2017 have been prepared on a going concern basis as there is a reasonable expectation that the Group will continue its operational activities in accordancethe foreseeable future (and in any event with a time horizon of more than twelve months from the rulesend of the Argentine Central Bank (“BCRA”) which prescribes the generally accepted accounting principles for all banks in Argentina (“Argentine Banking GAAP”), which differs in certain significant respects from generally accepted accounting principles in Argentina applicable to enterprises in general (“Argentine GAAP”)reporting period).

 

For purpose of these consolidated financial statements, certain disclosures related to formal legal requirements for(b)      Measuring Unit – IAS 29 (Financial reporting in Argentina have been omitted since they are not required for Securities and Exchange Commission (“SEC”) reporting purposes.hyperinflationary economies)

 

The followingConsolidated Financial Statements of the Entity are expressed in Argentine pesos which is a summarythe functional currency.

IAS 29 establishes the conditions under which an entity shall restate its financial statements if it is located in an economic environment considered hyperinflationary. This Standard requires that the financial statements of significant policies followed by the Groupan entity that reports in the preparationcurrency of a highly inflationary economy shall be stated in terms of the consolidatedmeasuring unit current at the closing date of the latest reporting period, regardless of whether they are based on a historical cost approach or a current cost approach. To this end, in general terms, the inflation rate must be computed in the non-monetary items as from the acquisition date or the revaluation date, as applicable. These requirements also comprise the comparative information of the financial statements.

 

3.1 PresentationTo determine the existence of Financial Statements in Constant Argentine Pesosa highly inflationary economy under the terms of IAS 29, the standard details a series of factors to consider, including a cumulative inflation rate over three years that is close to or exceeds 100%.

 

The consolidated financial statementsIt is important to highlight that the three-year accumulated inflation rate as of December 31, 2019 reached 183.4%. On the other hand, the macroeconomic events that have been preparedtaken place in constant monetary units, reflecting the overall effects ofcountry during the year show that the country is complying with the qualitative factors provided for in IAS 29 to consider Argentina as a highly inflationary economy for accounting purposes. All this, consequently, originates the need to apply the restatement for inflation through August 31, 1995. As from that date, in accordance with Argentine Banking GAAP and the requirements of the control authorities, restatement of the financial statements was discontinued untilin the terms of IAS 29 for the year ended December 31, 2001. As2019.

The Group determined to use the Internal Wholesale Price Index (IWPI) to restate balances and transactions until the year 2016, for the months of November and December 2015 the average variation of the Consumer Price Index (CPI) of the City of Buenos Aires was used, due to the fact that during those two months there were no IWPI measurements at national level. Then, from January 1, 2002,2017 omwards, the Group used the National Consumer Price Index (National CPI). The tables below show the evolution of these indexes in accordance with Argentine Banking GAAP recognitionthe last four years and as of the effects of inflation has been resumed. In accordance with BCRA Communication “A” 3,921, inflation accounting was discontinued as from March 1, 2003.December 31, 2019 according to official statistics (INDEC):

 

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F-11

 

Grupo Supervielle

GRUPO SUPERVIELLE S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

ForAs of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2017, 20162019, 2018 and 20152017

(Expressed in thousands of Argentine pesos — unless otherwise stated)pesos)

 

Argentine GAAP requires financial statements shall be prepared in constant monetary units. The application of inflation adjustments shall become effective within an inflation context, which is featured, among other things, by the existence of an accrued inflation rate over a three-year period or exceeding the 100%. Once such rate is reached, all relevant financial statements shall be re-expressed as from the moment in which such adjustment was interrupted.

  As of December 31, 
  2016  2017  2018  2019 
Variation in Prices                
Annual  34.6%  24.8%  47.6%  53.8%
Accumulated 3 years  102.3%  96.8%  148.0%  183.4%

 

As a consequence of the aforementioned, these Consolidated Financial Statements as of December 31, 2019 were restated in accordance with the provisions of IAS 29.

Restatement of the Financial Position

The Group restated all the non-monetary items in order to reflect the impact of the inflation in terms of the measuring unit current as of December 31, 2019. Consequently, the main items restated were Property, Plant and Equipment, Intangible assets, Goodwill, Inventories and the Equity items. Each item must be restated since the date of the initial recognition in the Group's accounts or since the date of the last revaluation. Monetary items have not been restated because they are stated in terms of the measuring unit current as of December 31, 2019.

Comparative figures must also be presented in the measuring unit current as of December 31, 2019. Therefore, comparative figures for the previous reporting periods have been restated by applying a general price index, so that the resulting comparative financial statements are presented in terms of the current unit of measurement as of the closing date of the reporting period.

Restatement of the Income Statement and the Statement of Cash Flows

In the Income Statement, items shall be restated from the dates when the items of income and expense were originally recorded. To this end, the Group applied the variations in a general price index.

The effect of inflation on the monetary position is included in the Income Statement under Results from exposure to changes in the purchasing power of money.

The items of the Statement of Cash Flows must also be restated in terms of the measuring unit current at the closing date of the Statement of Financial Position. IAS 29 para 33 states that all items in the statement of cash flows are expressed in terms of the measuring unit current at the end of the reporting period. The loss arising from the restatement has an impact on the Income Statement and must be eliminated from the Statement of Cash Flows because it is not considered cash or cash equivalent.

Restatement of the Statement of Changes in Shareholder’s Equity

All components of the Statement of Changes in Shareholder’s Equity, except reserves and retained earnings, must be restated from the dates on which the items were contributed or otherwise arose.

(c)      New Standards and Interpretations issued by the IASB adopted by the Group

In January 2016, the IASB issued IFRS 16 “Leases” which establishes the criteria for recognition and valuation of leases for lessees and lessors. IFRS 16 affect primarily the accounting by lessees and requires recognition of an asset (the right to use the leased item) and a financial liability for those contracts that meet the definition of leases under the standard. An optional exemption exists for short-term leases that do not contain a purchase option and low-value leases.

The group has adopted IFRS 16 Leases retrospectively from 1January 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the specific transition provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet date, management evaluated that within this environment,on 1 January 2019 and are also explained in Note 7. The new accounting policies are disclosed in 1.12.

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GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the inflation threshold set by Argentine professional accounting standards,years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

On adoption of IFRS 16, the group recognised lease liabilities in relation to leases which had notpreviously been reached, and in consequence, no inflation adjustment has beenclassified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 44.26% for leases denominated in Argentinian Pesos and 14.36% for leases denominated in US Dollar.

(i) Practical expedients applied

In applying IFRS 16 for the first time, the group has used the following practical expedients permitted by the standard:

· applying a single discount rate to a portfolio of leases with reasonably similar characteristics;

· relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review – there were no onerous contracts as at January 1, 2019;

· accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases;

· excluding initial direct costs for the measurement of the right-of-use asset at the date of initial application; and

· using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the group relied on its assessment made applying IAS 17 and Interpretation 4 Determining whether an Arrangement contains a Lease.

(ii) Measurement of lease liabilities

Operating lease commitments disclosed as at December 31, 20181,933,167
Discounted using the lessee’s incremental borrowing rate of at the date of initial application1,354,278
Lease liability recognised as at January 1, 20191,354,278
Of which are:
Current lease liabilities596,813
Non-current lease liabilities757,465

(iii) Measurement of right-of-use assets

The associated right-of-use assets were measured at the amount equal to the lease liability.

(iv) Adjustments recognised in the balance sheet on 1 January 2019

The change in accounting policy affected the following items in the balance sheet on January 1, 2019:

·property, plant and equipment –> increase by $1,354,278
·other financial liabilities –> increase by $1,354,278

(ii) Lessor accounting

The group did not need to make any adjustments to the accounting for assets held as lessor under operating leases as a result of the adoption of IFRS 16.

(d)      New Standards and Interpretations issued by the IASB not in force

IFRS 17 “Insurance contracts”: In May 18, 2017, the IASB issued IFRS 17 “Insurance contracts” as replacement for IFRS 4. It requires a current measurement model where estimates are re-measured each reporting period. Contracts are measured using the building blocks of discounted probability-weighted cash flows, an explicit risk adjustment, and a contractual service margin representing the unearned profit of the contract which is recognized as revenue over the coverage period. This standardis effective for fiscal years beginning on or after January 1, 2021. The Group is evaluating the impact of the adoption of this new standard.

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GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

1.2.Consolidation

A subsidiary is an entity, including structured entities, over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

The subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The following chart details the subsidiaries included in the consolidation process:

  Percentage of direct or indirect
investment in capital stock
 
Company Main Activity 12/31/2019  12/31/2018  12/31/2017 
Banco Supervielle S.A. Commercial Bank  99.90%(1)  99.89%(1)  99.88%(1)
Cordial Compañía Financiera S.A. Financial Company  99.90%  99.90%  99.89%
Tarjeta Automática  S.A. Credit Card  99.99%  99.99%  99.99%
Supervielle Asset  Management S.A. Mutual Fund  100.00%  100.00%  100.00%
Sofital S.A.F. e I.I. Real State  100.00%  100.00%  100.00%
Espacio Cordial de Servicios S.A. Retail Services  100.00%  100.00%  100.00%
Supervielle Seguros S.A. Insurance  100.00%  100.00%  100.00%
Micro Lending S.A.U. Financial Company  100.00%  100.00%  - 
InvertirOnline S.A.U. Financial Broker  100.00%  100.00%  - 
InvertirOnline.Com Argentina S.A.U. Representations  100.00%  100.00%  - 
Supervielle Productores Asesores de Seguros S.A. Insurance Broker  100.00%  -   - 
Bolsillo Digital S.A.U. Fintech  100.00%  -   - 
Futuros del Sur S.A. Financial Broker  100.00%  -   - 

(1)Grupo Supervielle S.A.’s direct and indirect interest in Banco Supervielle S.A votes amounts to 99,87%, 99,87% and 99,86% as of 12/31/2019, 12/31/2018 and 12/31/2017 respectively.

Financial Statements of controlled companies are for the same period of the Group´s Financial Statements.

 

Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of income, statement of comprehensive income, statement of changes in shareholder’s equity and statement of financial position, respectively.

Supervielle Productores Asesores de Seguros S.A., Bolsillo Digital S.A.U. and Futuros del Sur S.A. are consolidated from the date of their acquisition (See Note 29).

The lackacquisition method of objective data throughoutaccounting is used to account for business combinations by the historical series, during 2015Group. The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, the liabilities incurred to the former owners of the acquired business, the equity interests issued by the Group, the fair value of any asset or liability resulting from a contingent consideration arrangement and the first four monthsfair value of 2016, regardingany pre-existing equity interest in the Consumer Price Index (“CPI”)subsidiary. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

F-14

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net assets.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquired entity and the Wholesale Price Index (“WPI”)acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in the Consolidated Income Statement as a “bargain purchase”.

1.3.Consolidated Structured Entities

Banco Supervielle S.A., the existence of other qualitativeCordial Compañía Financiera S.A. and quantitative indicators, such as the program established by the BCRA to foster monetary stabilityMicro Lending S.A.U have securitized certain financial instruments, mainly consumer loans, through financial trusts that aims to induceissue debt securities and participation certificates.

The Group controls a systematic and sustainable low inflation rate, and, the fact that in 2017, the market has evidenced a strong downward trend of inflation rate. All in all, this data allowstructured entity when the Group is exposed to, estimate thator has rights to, variable returns from its involvement with the preparationentity and has the ability to affect those returns through its power to direct the activities of the entity. Structured entities are consolidated from the date on which the control is transferred to the Group. They are deconsolidated from the date that control ceases.

As for financial statements intrusts, the Group has evaluated the following:

• The purpose and design of the trust

• Identification of relevant activities of the trust

• Decision-making process on these activities

• If the Group has the power to direct the relevant activities of the trust

• If the Group is exposed to, or has rights to, variable returns from its involvement with the trust

• If the Group has ability to affect those returns through its power over the trust

In accordance with the applicable criteria under a hyperinflationary economy is not required. Theaforementioned, the Group considers that this conclusion is consistent whit that of most companies with operations in Argentina reporting under Argentine GAAP. The Group reassesses inflation data periodically to determine whether this conclusion continues to be reasonable.controls such financial trusts and, therefore, such structured entities have been consolidated.

 

However,The following chart details the assets and liabilities of Structured Entities that have been consolidated by the Group as of December 31, 2019 and 2018:

  12/31/2019  12/31/2018 
Assets      
Loans  1,594,664   1,584,904 
Financial assets  108,839   215,164 
Other assets  291,691   194,075 
Total Assets  1,995,194   1,994,143 
Liabilities        
Financial liabilities  1,424,480   1,374,000 
Other liabilities  41,630   228,518 
Total Liabilities  1,466,110   1,602,518 

1.4.Transactions with non-controlling interest

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the recent pastsubsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in a separate reserve within equity attributable to owners of the Group.

1.5.Segment Reporting

An operating segment is defined as a component of an entity or a Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), and whose financial information is evaluated on a regular basis by the chief operating decision maker.

F-15

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years certain macroeconomic indicators have suffered significant fluctuations,ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Operating segments are reported in a factmanner consistent with the internal reporting provided to:

(i)Key personnel of the senior management who account for the main authority in operating decision-making processes and is responsible for allocating resources and assessing the performance of operating segments; and

(ii)The Board, who is in charge of making strategic decisions of the Group.

1.6.Foreign currency translation

(a)               Functional and presentation currency

Figures included in the Consolidated Financial Statements of each of the Group’s entities are measured using the functional currency, that must be considered when assessingis, the currency of the primary economic environment in which the entity operates. Consolidated Financial Statements are presented in Argentine pesos, which is the functional and interpretingpresentation currency of the financial condition and performance as shown in these Financial Statements.Group.

 

3.2 Foreign Currency(b)               Transactions and balances

 

AssetsTransactions in foreign currency are translated into the functional currency using the exchange rates released by the Argentine Central Bank at the dates of the transactions. Gains and losses in foreign currency resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are converted into pesos using the year-end exchange rates. Transactions denominated in foreign currencies are translated into local currency at the prevailingyear end exchange on the date of transaction settlement. Foreign exchange differences were recordedrates, are recognized in the income statement, of income for each year in the captionunder “Exchange rate differences on gold and foreign currency”.

1.7.Cash and due from banks

Cash and due from Banks item includes available cash and unrestricted deposits held in Banks, which are short-term liquid instruments and have original maturities of less than three months.

 

3.3 Gold

Gold has been valued at its market price at the year-endAssets disclosed under cash and converted into pesos using the year-end exchange rates.

3.4 Government and Corporate Securities

Government securities mainly represent obligations of the Argentine government. Corporate securities included in this caption consist of listed corporate equity securities and listed debt securities. Corporate equity and debt securitiesdue from Banks are considered to be held for trading purposes as defined under Argentine Banking GAAP.

Realized gains and losses on sales and interest income on government and corporate securities are included as “Income from government and corporate securities” in the accompanying statement of income.

Government Securities

Argentine Banking GAAP establishes two categories in which banks should classify Argentine government securities, according to the purpose of the relevant assets. The Group recognizes the securities as follows:

a)Securities measured at fair value: These securities, that have an active market in accordance with Central Bank rules, have been valued at their market price at year-end and converted into pesos

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

following the procedure described in Note 3.2. Realized and unrealized exchange gains and losses are recorded in financial income for each year. Changes in fair value of these securities are recorded as financial income.

b)Securities measured at cost plus accrued interest: These securities, that do not have an active market in accordance with Central Bank rules, are valued at acquisition cost plus financial results accrued, exponentially applying the internal rate of return as per their issuance terms and conditions. The accruals of the internal rate of return mentioned above were recorded in the related consolidated statements of income. This category includes securities recorded under the caption “Unlisted Government securities”.

Investments in listed corporate securities

These securities have been valued at their market price at each year-end. Changes in valuation of these securities are recorded as financial income for each year.

3.5 Interest Income (Expense)

Interest income and expense has been accrued according to a compound interest formula in the period in which it was generated, except those whose maturity does not exceed 92 days, on which interest has been accrued according to a simple interest formula.

The Bank suspends the accrual of interest when the related loan is 90 days past due and the collection of interest and principal is in doubt. The suspension of interest corresponds to the loans classified as “with problems” and “medium risk” or below, under Argentine Central Bank´s classification rules. Accrued interest remains on the Bank´s books and is considered to be part of the loan balance when determining the allowance for loan losses. Regarding impaired loans, interest is recognized on a cash basis after reducing the balance of accrued interest, if applicable.

3.6 Loans

Loans are valued at amortized cost plus interest accrued at each balance sheet date, net of allowances for loan losses, as described in note 3.7.

3.7 Allowances for Loan Losses

Allowances for loan losses are recognized considering the evaluation of the debt repayment capacity, the degree of debtors’ compliance and the guarantees securing the respective transactions, following the regulations on Debtor Classification and Minimum Loan Loss Risk Allowances issued by the BCRA.

3.8 Other receivables and liabilities from financial transactions

·Amounts receivable for spot and forward sales pending settlement: These receivables have been valued at their agreed settlementwhich is close to its fair value. The difference between the market value of the securities and/or the foreign currency exchanged at the time of execution of the sale contracts and the agreed forward exchange value (premium) was accreted into income during the period held. The securities and/or foreign currency to be delivered were valued as stated on note 3.4, and recorded as Securities to be delivered under spot and forward sales pending settlement within “Other liabilities from financial transactions”.

·Securities receivable and to be delivered for spot and forward sales pending settlement: Securities and/or foreign currency to be received for purchases and to be delivered for sales are valued following the procedure described in Note 3.2.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

·Unlisted corporate bonds: Have been valued at acquisition cost plus accrued interest at year-end.

·Other receivables not included in the Debtor Classification Regulations: This caption includes participation certificates issued by trusts and investments in mutual funds Participation certificates issued by trusts have been accounted for under the equity method, and debt securities issued by trusts in pesos and in foreign currency been accounted for at cost plus accrued interest. Investments in mutual funds have been accounted for at fair value, using net asset values at each balance sheet date. Changes in valuation are recognized in the statement of income.

·Banks and international institutions and subordinated negotiable obligations: Valued on the basis of the cash received, net of transaction costs, plus the financial results accrued on the basis of the internal rate of return estimated upon initial recognition.

3.9 Receivables from financial leases

The receivable from financial leases were valued at the discounted value of the sum of minimum installments pending collection (excluding any contingent installments), the residual value and the purchase options. Interests earned on these receivables are recognized as financial income.

3.10 Provisions for Contingencies

The Group has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor and other matters.  The Group accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated.

3.11Unlisted equity investments

Under Argentine Banking GAAP, the equity method is used to account for investments where a significant influence in the corporate decision making process exists. Investments in which the Group does not exercise significant influence are accounted for at cost, adjusted for inflation where applicable, as indicated in Note 3.1, with the limit of their respective equity value calculated based on the latest financial statements of the issuers available at the year-end.

3.12 Premises and Equipment, net

Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1., less the corresponding accumulated depreciation.

Depreciation is calculated following the straight-line method over the following estimated useful lives:

Buildings

50 years

Furniture and facilities

10 years

Machinery and equipment

5 years

Vehicles

5 years

Other

5 years

The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements are added to the carrying amount of the respective assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

The recorded value of these assets does not exceed their estimated recoverable value.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

3.13 Miscellaneous Assets

Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1, less accumulated depreciation, where applicable, calculated following the straight-line method over the estimated useful lives of the assets. The recorded value of these assets does not exceed their estimated recoverable value. Depreciable assets are those recorded under the captions “Assets taken as guarantee for loans” and “Other miscellaneous assets” (See note 11).

3.14 Intangible Assets

Other intangibles

Other intangibles consist of computer software costs and leasehold improvements and have been valued at cost, less accumulated amortization.

Amortization of leasehold improvements is calculated following the straight-line method over the shorter of the life of the improvement or the remaining lease term. Amortization of computer software cost is calculated following the straight-line method over a 5 years period.

Goodwill

Represents the excess of the acquisition cost over the value assigned to businesses acquired. Goodwill is amortized following the straight-line method over estimated useful lives, not exceeding 10 years.

3.15 Severance and vacation

Severance costs are expensed in the year in which the termination terms are agreed with the employees.

Vacations are expensed as paid.

3.16 Deposits

Deposits are valued at amortized cost. For deposits denominated in foreign currency, the procedure described in Note 3.2 is applied.

3.17 Subordinated Negotiable Obligations

Subordinated Negotiable Obligations are valued at amortized cost plus accrued interest using the internal rate of return.

3.18 Shareholders’ Equity

Shareholders’ Equity accounts have been adjusted for inflation following the procedure described in Note 3.1, except for the “Capital Stock” account, which has been stated at their original values. The adjustment stemming from the restatement of these accounts has been capitalized.

3.19 Minimum Presumed Income Tax and Income Tax

Income tax is calculated at the rate of 35% on the tax result for all the years presented. Argentine Banking GAAP does not require the recognition of the effects of temporary differences between the carrying amounts of existing assets and liabilities and their respective tax basis and, therefore, income taxes for Banco Supervielle and Cordial Compañía Financiera are recognized on the basis of amounts due in accordance with Argentine tax regulations.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Minimum presumed income tax, established by Law No. 25,063, complements income tax since while the latter is assessable on the taxable profit for the fiscal year, minimum presumed income tax is a minimum tax levied on potential income provided by certain productive assets at the rate of 1%; the Entity’s tax obligation for each fiscal year being the higher of the two taxes. However, if in any fiscal year minimum presumed income tax exceeds income tax, that amount in excess will be computable as payment on account of income tax in excess of minimum presumed income tax arising in any of the following ten fiscal years.

The abovementioned law establishes that, the entities regulated by the Financial Institutions Law must consider 20% of their taxable assets as the taxable basis for calculation of the minimum presumed income tax, after deducting those defined as non-computable assets.

On December 27, 2017, the Argentine Congress approved a comprehensive income tax reform that will become effective as 2018. This tax reform, among other things, reduces the 35% income tax rate to 30% for 2018 and 2019, and to 25% from 2020 onwards, and imposes a withholding income tax on dividends paid by an Argentine entity of 7% for 2018 and 2019 increasing this percentage to 13% from 2020 onwards.

3.20Cash and Cash Equivalents

 

Cash and cashCash equivalents include cash and due from banks and highly liquid investmentsshort-term securities with an original maturity of less than three monthsthree-months according to the following detail:

 

 

December 31,

 

 

2017

 

2016

 

2015

 

Item 12/31/2019 12/31/2018 12/31/2017 

Cash and due from banks

 

Ps.

11,129,475

 

Ps.

8,166,132

 

Ps.

6,808,591

 

  26,403,099   51,822,372   25,205,323 

Securities issued by the BCRA — listed

 

13,611,524

 

336,785

 

645,218

 

Investments in money market funds

 

680,866

 

1,185,637

 

162,693

 

Debt securities at fair value through profit or loss  568,501   19,434,329   21,910,236 
Money Market Funds  964,884   1,008,466   1,546,426 

Cash and cash equivalents

 

Ps.

25,421,865

 

Ps

9,688,554

 

Ps

7,616,502

 

  27,936,484   72,265,167   48,661,985 

The Group invests in money market funds (MMF) whose investments qualify individually as cash and cash equivalents. An MMF is an open-ended mutual fund that invests in short-term debt instruments (typically one day to one year) such as treasury bills, certificates of deposit, bonds, government gilts and commercial papers. These MMF have to comply with strict fund policies such as:

- controls ensuring constant net asset value or linear performance to limit volatility supported by actual performance;

- returns benchmarked to short-term money market interest rates;

- investment in high-quality instruments with high liquidity and a maximum weighted average maturity of a few weeks; and

- highly diversified portfolio.

 

Reconciliation between balances as appearing on the Balance sheetStatement of Financial Position and the items considered asin the Statement of Cash and cash equivalents:Flow:

 

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Cash and due from banks

 

 

 

 

 

 

 

As per the Balance sheet

 

Ps.

11,129,475

 

Ps.

8,166,132

 

Ps.

6,808,591

 

As per the Statement of cash flows

 

Ps.

11,129,475

 

Ps.

8,166,132

 

Ps.

6,808,591

 

Government and corporate securities

 

 

 

 

 

 

 

Securities issued by the BCRA

 

 

 

 

 

 

 

As per the Balance sheet

 

Ps.

13,611,627

 

Ps.

1,414,053

 

Ps.

691,246

 

BCRA bills and notes — unlisted

 

Ps.

(103

)

(1,077,268

)

(46,028

)

As per the Statement of cash flows

 

Ps.

13,611,524

 

Ps.

336,785

 

Ps.

645,218

 

Other receivables from financial transactions

 

 

 

 

 

 

 

Other receivables not included in the debtor classification regulations

 

 

 

 

 

 

 

Financial trust Participation Certificates, Financial trust debt securities and other (Note 8)

 

Ps.

1,251,073

 

Ps.

1,928,212

 

Ps .

1,543,389

 

Other assets

 

Ps.

(570,207

)

(742,575

)

(1,380,696

)

As per the Statement of cash flows

 

Ps.

680,866

 

Ps.

1,185,637

 

Ps.

162,693

 

Items 12/31/2019  12/31/2018  12/31/2017 
Cash and due from Banks            
As per Statement of Financial Position  26,403,099   51,822,372   25,205,323 
As per the Statement of Cash Flows  26,403,099   51,822,372   25,205,323 

 

F-15


F-16

GRUPO SUPERVIELLE S.A.

 

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

ForAs of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2017, 20162019, 2018 and 20152017

(Expressed in thousands of Argentine pesos — unless otherwise stated)pesos)

Debt securities at fair value through profit or loss            
As per Statement of Financial Position  568,501   23,247,329   25,902,184 
Securities not considered as cash equivalents  -   (3,813,000)  (3,991,948)
As per the Statement of Cash Flows  568,501   19,434,329   21,910,236 
Money Market Funds            
As per Statement of Financial Position – Other financial assets  2,096,866   2,612,157   3,674,741 
Other financial assets not considered as cash equivalents  (1,131,982)  (1,603,691)  (2,128,315)
As per the Statement of Cash Flow  964,884   1,008,466   1,546,426 

Reconciliation of liabilities from financing activities at December 31, 2019 and 2018 is as follows:

Items 12/31/2018  Cash Flows  Other
non-cash
movements
  12/31/2019 
     Inflows  Outflows       
Unsubordinated Negotiable Obligations  14,317,445   8,412,283   (17,365,599)  722,346   6,086,475 
Subordinated Negotiable Obligations  2,128,759   -   (842,966)  834,095   2,119,888 
Financing received from the Argentine Central Bank and other financial institutions  12,357,106   110,569,136   (113,905,868)  (2,777)  9,017,597 
Lease Liabilities  -   -   (1,251,601)  2,197,990   946,389 
Total  28,803,310   118,981,419   (133,366,034)  3,751,654   18,170,349 

1.8.Financial Instruments

Initial Recognition and measurement

 

3.21UseFinancial assets and financial liabilities are recognized when the entity becomes a party to the contractual provisions of Estimatesthe instrument. Purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to purchase or sell the asset.

At initial recognition, the Group measures a financial asset or liability at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are incremental and directly attributable to the acquisition or issue of the financial asset or financial liability, such as fees and commissions. Transaction costs of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit or loss. Immediately after initial recognition, an expected credit loss allowance (ECL) is recognized for financial assets measured at amortized cost and investments in debt instruments measured at fair value through other comprehensive income, as described in note 1.12, which results in an impariment loss being recognized in profit or loss when an asset is newly originated.

When the fair value of financial assets and liabilities differs from the transaction price on initial recognition, the Group recognizes the difference as follows:

-When the fair value is evidenced by a quoted price in an active market for an identical asset or liability or based on a valuation technique that only uses data from observable markets, the difference is recognized as a gain or loss.

-In all other cases, the difference is deferred and the timing of recognition of deferred day one profit or loss is determined individually. It is either amortized over the life of the instrument until its fair value can be determined using market observable inputs, or realized through settlement.

Financial Assets

a – Debt Instruments

Debt instruments are those instruments that meet the definition of a financial liability from the issuer’s perspective, such as loans, government and corporate bonds and, accounts receivables purchased from clients in non-recourse factoring transactions.

F-17

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Classification

Pursuant to IFRS 9, the Entity classifies financial assets depending on whether these are subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss, on the basis of:

a)the Group’s business model for managing financial assets, and;

b)the cash-flows characteristics of the financial asset

Business Model

 

The preparationbusiness model reflects how the Group manages a group of financial statementsassets in conformityorder to generate cash flows. That is, whether the Group’s objective is solely to collect the contractual cash flows from the assets (measured at amortized cost) or is to collect both the contractual cash flows and cash flows arising from the sale of assets (measured at fair value through other comprehensive income). If neither of these is applicable, then the financial assets are classified as part of other business model and measured at fair value through profit or loss.

The business model of the Group does not depend on the management’s intentions for an individual instrument. Consequently, such business model is not assessed instrument by instrument, but at a higher aggregated level.

The Group reclassifies an instrument when and only when its business model for managing those assets has changed.

Contractual Cash Flow Characteristics

Where the business model is to hold assets to collect contractual cash flows or to collect contractual cash flows and sell, the Group assesses whether the financial instruments’ cash flows represent solely payments of principal and interest. Where the contractual terms introduce exposure to risk or volatility that are inconsistent with Argentine Banking GAAP requiresa basic lending arrangement, the related financial asset shall be classified and measured at fair value through profit or loss.

Based on the aforementioned, there are three different categories of Financial Assets:

i)              Financial assets at amortized cost.

Financial assets shall be measured at amortized cost if both of the following conditions are met:

(a)the financial asset is held for collection of contractual cash flows, and

(b)the assets’s cash flows represent solely payments of principal and interest.

The amortized cost is the amount at which it is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any loss allowance.

ii)            Financial assets at fair value through other comprehensive income:

Financial assets shall be measured at fair value through other comprehensive income when:

(a)the financial asset is held for collection of contractual cash flows and for selling financial assets and

(b)the asset’s cash flows represent solely payments of principal and interest.

These instruments shall be initially recognized at fair value plus or minus transaction costs that are incremental and directly attributable to the acquisition or issue of the instrument, and subsequently measured at fair value through other comprehensive income. Gains and losses arising out of changes in fair value shall be included in other comprehensive income within a separate component of equity. Impairment gains or losses or reversal, interest revenue and foreign exchange gains and losses on the instrument’s amortized cost shall be recognized in profit or loss. At the time of sale or disposal, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to the income statement. Interest income from these financial assets is determined using the effective interest rate method.

F-18

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

iii)          Financial assets at fair value through profit or loss:

Financial assets at fair value through profit or loss comprise:

-Instruments held for trading

-Instruments specifically designated at fair value through profit or loss

-Instruments with contractual cash-flows that do not represent solely payments of principal and interest

These financial instruments are initially recognized at fair value and any change in fair value measurement is charged to the income statement.

The Group classifies a financial instrument as held for trading if such instrument is acquired or incurred for the main purpose of selling or repurchasing it in the short term, or it is part of a portfolio of financial instruments which are managed together and for which there is evidence of short-term profits or if it is a derivative financial instrument not designated as a hedging instrument. Derivatives and trading securities are classified as held for trading and are measured at fair value.

b – Equity Instruments

Equity instruments are instruments that do not contain a contractual obligation to pay and that evidence a residual interest in the issuer’s net assets.

Such instruments are measured at fair value through profit and loss, except where the Group’s senior management has elected, at initial recognition, to irrevocably designate an equity investment at fair value through other comprehensive income. This option is available when instruments are not held for trading. The gains or losses of these instruments are recognized in other comprehensive income and are not subsequently reclassified to profit or loss, including on disposal. Dividends that result from such instrument will be charged to income when the Group’s right to receive payments is established.

Derecognition of Financial Assets

The Group recognizes the write-off of financial assets only when any of the following conditions are met:

1.The rights on the financial asset cash flows have expired; or
2.The financial asset is transferred pursuant to the requirements in 3.2.4 of IFRS 9.

The Group derecognizes financial assets that have been transferred only when the following characteristics are met:

1.The contractual rights to receive the cashflows from the assets have expired or when they have been transferred and the Group transfers substantially all the risks and rewards of ownership.
2.The Entity retains the contractual rights to receive cash flows from assets but assumes a contractual obligation to pay those cash flows to oher entities and transfers subtantially all of the risks and rewards. These transactions result in derecognition if the Group:

a.             Has no obligation to make estimatespayments unless it collects amounts from the assets;

b.             Is prohibited from selling or pledging the financial assets;

c.             Has an obligation to remit any cash it collects from the assets without material delay.

Write Off of Financial Assets

The Group reduces the gross carrying amount of a financial asset when it has no reasonable expectations of recovering a financial asset in its entirety of a portion thereof. A write-off constitues a derecognition event.

Financial Liabilities

Classification

The Group classifies its financial liabilities as subsequently measured at amortized cost using the effective rate method, except for:

F-19

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and assumptions that affect2017,

and for the reported amountsyears ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

-Financial liabilities at fair value through profit or loss.
-Financial liabilities arising from the transfer of financial assets which did not qualify for derecognition.
-Financial guarantee contracts and loan commitments.

Financial Liabilities valued at fair value through profit or loss: At initial recognition, the Group can designate a liability at fair value through profit or loss if it reflects more appropriately the financial information because:

-The Group eliminates or substantially reduces an accounting mismatch in measurement or recognition inconsistency; or

-if financial assets and financial liabilities are managed and their performances assessed on a fair value basis according to an investment strategy or a documented risk management; or

-if a host contract contains one or more embedded derivatives and the Group has opted for designating the entire contract at fair value through profit or loss.

Financial guarantee contract: A guarantee contract is a contract which requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due, in accordance with the terms of a debt instrument.

Financial guarantee contracts and loan commitments are initially measured at fair value and subsequently measured at the higher of the amount of the loss allowance and the unaccrued premium at year end.

Derecognition of financial liabilities

The Entity derecognizes financial liabilities when they are extinguished; this is, when the obligation specified in the contract is discharged, cancelled or expires.

1.9       Derivatives

Derivatives are initially recognized at their fair value on the date on which the derivative contract is entered into and are subsequently remeasured at fair value.

All derivative instruments are recognised as assets when their fair value is positive, and as liabilities when their fair value is negative. Any change in the fair value of derivative instruments is included in the income statement.

The Group has not applied hedge accounting in these consolidated financial statements.

1.10        Repo Transactions

i)Reverse Repo Transactions

According to the derecognition principles set out in IFRS 9, these transactions are treated as secured loans for the risk has not been transferred to the counterparty.

Loans granted in the form of reverse repo agreements are accounted for under “Repo Transactions”, classified by counterparty and also by the type of assets received as collateral.

At the end of each month, accrued interest income is charged against “Repo Transactions” with its corresponding offsetting entry in “Interest Income.”

The assets received and liabilitiessold by the Group are derecognized at the end of the repo transaction, and an in-kind liability is recorded to reflect the obligation of delivering the security disposed of.

ii)Repo Transactions

Loans granted in the form of repo agreements are accounted for under “Repo Transactions”, classified by counterparty and also by the type of asset pledged as collateral.

F-20

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

In these transactions, when the recipient of the underlying asset becomes entitled to sell it or pledge it as collateral, it is reclassified to “Financial assets in guarantee”. At the end of each month, these assets are measured according to the category they had before they were subject to the repo transaction, and results are charged against the applicable accounts, depending on the type of asset.

At the end of each month, accrued interest expense is charged against “Repo Transactions” with its corresponding offsetting entry in “Interest-Expenses”.

1.11 Allowance for Loan Losses

a)Definition

The Group assesses on a forward-looking basis the expected credit losses (“ECL”) associated to its financial assets measured at amortized cost, debt instruments measured at fair value through other comprehensive income, loan commitments and financial guarantee contracts that are not measured at fair value.

The impairment for expected credit losses is recorded with a charge to the consolidated income statement for the period in which the impairment arises. In the event of occurrence, the recoveries of previously recognized impairment losses are recorded in the consolidated income statement for the period in which the impairment no longer exists or is reduced.

In the case of assets measured at fair value through other comprehensive income, the changes in the fair value due to expected credit losses are charged in the consolidated income statement of the year where the change happened, other movements in the fair value of the instrument are reflected in other comprehensive income.

As a rule, the expected credit loss is estimated as the difference between the contractual cash flows to be recovered and the disclosureexpected cash flows discounted using the original effective interest rate. In the case of contingentpurchased or originated credit-impaired assets, and liabilities atthis difference is discounted using the dateeffective interest rate adjusted by credit rating.

Depending on the classification of financial instruments, which is mentioned in the following sections, the expected credit losses may be over 12 months or during the life of the financial instrument:

-12-month expected credit losses: arising from the potential default events, as defined in the following sections that are estimated to be likely to occur within the 12 months following the reporting date. These losses will be associated with financial assets classified in Stage 1.

-Lifetime Expected credit losses are those arising from the potential default events that are likely to occur throughout the life of the financial instruments. These losses are associated with financial assets classified in Stage 2 or Stage 3.

With the purpose of estimating the expected life of the financial instrument all the contractual terms have been taken into account (e.g. duration, purchase options, etc.), for most financial instruments the contractual period (including extension options) is the maximum period considered to measure expected credit losses. In the case of revolving credit facilities (e.g.: credit cards), the expected life is estimated through quantitative analyses to determine the period during which the entity is exposed to credit risk, taking into account the effectiveness of management procedures that mitigate such exposure (e.g. the ability to unilaterally cancel such financial instruments, etc.).

b)Financial instruments presentation

For the purposes of estimating ECL, and in accordance with its internal policies, the Group classifies its financial instruments (financial assets, loan commitments and guarantees) measured at amortized cost or fair value through other comprehensive income in one of the following categories:

-Normal Risk ("Stage 1"): includes all instruments have not experienced a significant increase in credit risk since initial recognition and is not purchased or originated credit impaired.

-Normal risk under watchlist ("Stage 2"): includes all instruments that, have experienced significant increases in credit risk since initial recognition but are not yet deemed credit-impaired.

-Doubtful Risk (“Stage 3"): includes financial instruments, overdue or not, which are considered to be credit impaired. Likewise, loan commitmennts or financial guarantees whose payment is probable and their recovery doubtful are considered to be in Stage 3.

c)Significant increase in credit risk

The Group considers a financial instrument to have experienced a significant increase in credit risk when any of the following conditions exist:

F-21

F-22

Retail Banking

·Portfolios between 31 and 90 days past due
·Portfolios whose classification under Argentine Central Bank regulation is higher than 1 (except for Senior Cityzens Portfolio)

·Score of behavior less than cut off

Corporate Banking

·Portfolios whose classification under Argentine Central Bank regulation is higher than 1 (except Senior Cityzens)

·Credit Ratings C (Probability of default higher than 30%)

Consumer Finance:Portfolios between 31 and 90 days past due.

d)Impairment valuation assessment

The impairment model in IFRS 9 applies to financial assets measured at amortized cost, debt instruments at fair value through other comprehensive income, lease receivables and loan commitments and financial guarantees that are not measured at fair value.

ECL represents the best estimation of the financial assets´ expected credit losses at the balance sheet date, assessed both individually and collectively.

-Individually: the Group individually assesses impairment on those financial instruments that are considered to be significant and with sufficient information to make such an estimate

The individually assessed impairment estimate is equal to the difference between the gross carrying amount of the financial instrument and the estimated value of the expected cash flows discounted using the original effective interest rate. The estimate of these cash flows takes into account all available information on the financial asset and the guarantees associated with that asset.

-Collectively: the Group also assesses impairment collectively in cases where they are not assessed on an individual basis. This includes, for example, loans to individuals, sole proprietors or businesses in retail banking  subject to a standardized risk management.

For expected credit loss provisions modelled on a collective basis, the Group has developed internal models. The grouping of exposures is preformed on the basis of shared characteristics, such that risk exposures within group are homogeneous. In performing the grouping there must be sufficient information for the group to be statistically reliable .

The Group has identified three groupings: Retail Banking, Corporate Banking and Consumer Finance, amongst these three segments the Group estimates parameters in a more granular way based on the shared risk characteristics. Below are detailed the groupings by shared risk characteristics:

GroupParameterGrouping
Retail BankingProbability of DefaultPersonal loans (1)
Credit card loans (1)
Overdrafts
Documents
Mortgage loans and leasing
Refinancing
Other financings
Loss Given DefaultPersonal loans
Credit card loans
Overdrafts
Mortgage loans and leasing
Refinancing
Other financings

F-23

Corporate BankingProbability of Default (2)Small companies
Medium companies
Big companies
Financial Area
Loss Given DefaultOverdrafts
Documents
Leasing
Unsecured loans
Other financings
Other receivables from financial transactions
Consumer FinanceProbability of DefaultClosed credit cards
Open credit cards
Cash loans
Cash consumptions and directed loans
Refinancing
Tarjeta Automatica Personal loans
Loss Given DefaultCredit cards
Personal loans
Refinancing

(1)      For credit cards and personal loans, the breakdown per segment was added because there was enough materiality. The segments are: senior citizens, high income open market, high income payroll, non- high income open market, non-high income payroll, bussiness in retail banking, former senior cityzens and former payroll

(2)Groups made to calculate the probability of default are carried out by company size, occasionally classified by economic activity in Stage 1. For Stage 2 and Stage 3, the Probability of default is calculated including all segments of Corporate Banking due to the lack of materiality to perform a larger group.

The credit risk characteristics used to group the instruments are, among others: type of instrument, debtor's sector of activity, geographical area of activity, type of guarantee, aging of past due balances and any other factor relevant to estimating the future cash flows.

The Group performs backtesting analysis to evaluate the reasonableness of the collective models.

Expected credit loss impairment allowance in the financial statements reflects a range of possible outcomes, calculated on a probability weighted basis based on three possible future scenarios, always taking into account the time value of money, as well as all available and relevant information on past events, current conditions and forecasts of the reported amountsevolution of revenues and expenses during the reporting years. Significant estimates include those requiredmacroeconomic factors that are considered to be relevant for the accountingestimation of this amount (for example: GDP (Gross Domestic Product), Interest Rate, unemployment rate, etc.).

For the estimation of the parameters used in the determination of the allowance for loan losses (EAD - Exposure at Default, PD -Probability of Default, LGD -Loss Given Default), the recoverable valueGroup based the calculation in its experience in developing internal models for the estimation of assetsparameters both in the regulatory area and for management purposes, adapting the provisionsdevelopment of the impairment models under IFRS 9.

-Exposure at default: it is based on the amounts the Group expects to be owed at the time of default, over the next 12 months or over the remaining life of the instrument. For example, for revolving credit facilities, the Group includes the current draw down balance plus any further amount that it is expected to be drawn up to the contractual limit by the time of default.

-Probability of default: it represents the likelihood of a borrower defaulting on its financial obligation over the next 12 months or over the remaining life of the instrument depending on the stage.

-Loss given default: represents the Group´s expectation of the extent of loss on a defaulted exposure. LGD varies by type of counterparty, seniority of claim, availability of collateral or other type of credit support. LGD is expressed as a percentage per unit of exposure at the time of default.

F-24

The definition of default implemented by the Group for contingencies, among others. Actual results could differ from those estimates.the purpose of calculating ECL is based on the requirements of IFRS 9, which considers that a financial asset is in "default" when a payment is more than 90 days past due or if the Group considers the payment will not be reimbursed.

 

3.22ImpairmentIFRS 9 includes a rebuttable presumption that the credit risk on a financial instrument has increased significantly, when payments are more than 30 days past due. For comercial loans, this threshold is used as an additional, but not primary, indicator of long-lived assetssignificant risk increase due to the credit evaluation complexity and as a result of studies that show a low correlation of the significant risk increase with this past due threshold. In order to do so other information is taken into account as financial and economic analysis, repayment capacity, among others .

 

The Group has not used the low credit risk exemption for any financial instrument.

For the estimation of the expected credit losses, prospective information is taken into account. Specifically, the Group considers three prospective macroeconomic scenarios, which are updated periodically, evaluatesduring a time horizon of 12 months. The projected evolution for next year of the main macroeconomic indicators used by the Group for estimating expected credit losses is presented below:

ParameterSegmentMacroeconomic IndicatorScenario 1Scenario 2Scenario 3
Probability of DefaultRetailReal Wage0.21%2.37%(1.67%)
CorporateInterest Rate32.48%32.41%40.55%
Consumer FinanceMonthly Economic Activiy Estimator140.85151.52135.86
Loss Given DefaultRetailPrivate sector real wage50.28%41.39%51.63%

Each one of the macroeconomic scenarios has its corresponding weighting the Group associates the Base scenario with the highest probability of occurrence and therefore this scenario is the one with the highest weighting:

Scenario 180%
Scenario 210%
Scenario 310%

The sensitivity analysis for the macroeconomic scenarios’ probability of occurrence was based on a 5% increase/decrease in the probability of occurrence of Scenario 1. The ECL allowance sensitivity to future macroeconomic conditions is as follows:

December 31, 2019
Reported ECL Allowance6,751,939
Gross carrying amount94,761,950
Reported ECL Coverage7.13%
ECL amount by scenarios
Favorable scenario6,702,980
Unfavorable scenario6,779,811
Coverage ratio by scenarios
Favorable scenario7.07%
Unfavorable scenario7.15%

F-25

1.12       Leases

For leases where the Group acts as lessee the accounting policy is described in note 1.1.(c).

The group as lessor:

Operating leases

Leases where the lessor retains a substantial portion of the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of lease incentives) are recognized in profit or loss on a straight-line basis over the term of the lease. In addition, the Group recognizes the associated costs such as amortization and expenses.

The historical cost includes expenditures that are directly attributable to the acquisition of these items and those expenses are charged to profit or loss during the lease term.

The depreciation applied to the leased underlying assets is consistent with the one applied to similar assets’ group. In addition, the Group utilizes the criteria described in Note 1.18 to determine whether there is objective evidence that an impairment loss has occurred.

Finance leases

Finance leases are measured at the present value of on the future lease payments using a discount rate determined at inception.

The difference between the gross receivable and the present value represents unearned finance income and is recognized during the lease term using the net investment method, which reflects a constant periodic rate of return.

Incremental costs directly attributable to negotiating and arranging the lease are included in the initial measurement of the lease and reduce the amount of income recognized during the lease term.

The Group utilizes the criteria described in Note 1.11 to determine whether there is objective evidence that an impairment loss has occurred, as for loans carried at amortized cost.

1.13 Property, plant and equipment

Property, plant and equipment is measured at historical cost less depreciation, except for land and buildings, where the Group adopted the revaluation model. The historical cost includes expenditure that is directly attributable to the acquisition or building of these items.

The subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group, and the cost of the item can be measured reliably. The carrying amount of an asset is derecognized when replaced.

Repairs and maintenance expenses are charged to profit or loss when they are incurred.

The depreciation is calculated using the straight-line method, applying annual rates sufficient to extinguish the values of assets at the end of their estimated useful lives. In those cases in which an asset includes significant components with different useful lives, such components are recognized and depreciated as separate items.

The following chart presents the useful life for each item included in property, plant and equipment:

Property, plant and equipmentEstimated useful life
Buildings50 Years
Furniture  10 Years
Machines and equipment5 Years
Vehicles5 Years
Others5 Years

The asset’s residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

F-26

Increases in the carrying amounts arising on revaluation of land and buildings are recognized in other comprehensive income. Decreases that reverse previous increases of the same asset are first recognized in other comprehensive income to the extent of the remaining surplus attributable to the asset. All other decreases are charged to profit or loss.

Gains and losses on disposals are determined by comparing proceeds with carrying amount.

1.14       Investment properties

Investment properties are composed of buildings held for obtaining a rent or for capital appreciation or both, but is never occupied by the Group.

Investment properties are measured at its fair value, and any gain or loss arising from a change in the fair value is recognized in profit or loss when arises. Investment properties are never depreciated. The fair value is determined using sales comparison approach prepared by the Group’s management considering a report of an independent expert.

Gain and losses on disposals are determined by comparing proceeds with the carrying amount.

1.15 Inventories

Inventories are valued at the lower of cost and net realizable value. The cost includes the acquisition costs (net of discounts, rebates and similar), as well as other costs that have been incurred to give the inventories their location and conditions to be commercialized. The net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of sale.

The inventories’ net realizable values are reviewed and adjusted if carrying amount is greater than its net realizable value at the end of each reporting period.

The Group establishes an allowance for obsolete inventory and low turnover rate products at the end of each year.

1.16       Intangible Assets

(a)   Goodwill

Goodwill resulting from the acquisition of subsidiaries, associates or joint ventures account for the excess of the:

(i)consideration transferred, valued at fair value as of acquisition date

(ii)amount of any non-controlling interest in the acquired entity; and

(iii)acquisition-date fair value of any previous equity interest in the acquired entity

(iv)over the fair value of the net identifiable assets acquired.

Goodwill is included in the intangible assets item in the consolidated financial statement.

Goodwill is not subject to amortization, but it is annually tested for impairment. Impairment losses are not reverted once recorded. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Goodwill impairment is recognized when the carrying amount exceeds its recoverable amount which derives from the fair value of its long-livedthe cash-generating unit. The fair value of the reporting unit is estimated using discounted cash flows techniques.

(b)      Trademarks and licenses

Trademarks and licenses acquired separately are initially valued at historical cost, while those acquired through a business combination are recognized at their estimated fair value at the acquisition date..

F-27

Intangible assets with a finite useful life are subsequently carried at cost less accumulated depreciation and / impairment losses, if any. These assets are tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

Trademarks acquired by the Group have been classified as intangible assets with an indefinite useful life. The main factors considered for this classification include the years in which they have been in service and their recognition among industry customers.

Intangible assets with an indefinite useful life are those that arise from contracts or other legal rights that can be renewed without a significant cost and for which, based on an analysis of all the relevant factors, there is no foreseeable limit of the period over which the asset is expected to generate net cash flows for the Group. These intangible assets are not amortized, but are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired, either individually or at the level of the cash generating unit. The categorization of the indefinite useful life is reviewed annually to confirm if it is still sustainable.

(c)    Software

Costs related to software maintenance are recognized as an expense as incurred. Development, acquisition or implementation costs which are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the following criteria are met:.

·it is technically feasible to complete the software so that it will be available for use

·management intends to complete the software and use or sell it

·there is an ability to use or sell the software

·it can be demonstrated how the software will generate probable future economic benefits

·adequate technical, financial and other resources to complete the development and to use or sell the software are available, and

·the expenditure attributable to the software during its development can be reliably measured.

These intangible assets are amortized on a straight-line basis during their estimated useful life, over a term not exceeding five years.

1.17 Assets held for sale

The assets, or groups of assets, with some directly associated liabilities, classified as held for sale in accordance with the provisions of IFRS 5 "Non-current assets held for sale and discontinued operations" will be disclosed separately from the rest of assets and certain intangibleliabilities.

An asset may be classified as held for sale if its carrying amount will be recovered primarily through a sale transaction, rather than through its continued use, and a sale is considered highly probable.

To apply the above classification, an asset must meet the following conditions:

- it must be available for immediate sale in its current conditions;

- Management must be committed to a plan to sell the asset and have started an active program to locate a buyer and complete the plan;

- the asset must be actively marketed for sale at a reasonable price, in relation to its current fair value;

- the sale must be expected to be completed within 12 months from the reclassification date;

- it is unlikely that the plan will be significantly changed or withdrawn.

The assets, or groups of assets, possibly with some directly associated liabilities, classified as held for sale in accordance with the provisions of IFRS 5 "Non-current assets held for sale and discontinued operations", are measured at the lower of their carrying amount and fair value less costs to sell.

The Group will not depreciate the asset while classified as held for sale.

F-28

The balances of financial instruments, deferred taxes and investment properties classified as held for sale are not subject to the valuation methods detailed above.

1.18       Impairment of non-financial assets

Assets with an indefinite useful life are not subject to amortization but are tested annually for impairment whenor more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or, at least, on an annual basis.

Impairment losses are recognized when the carrying amount exceeds its recoverable amount. The recoverable amount of an asset is the higher of an asset’s fair value less costs of disposal and value in use. For purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

1.19       Trust Assets

Assets held by the Group in its Trustee role, are not included in the Consolidated Financial Statements. Commissions and fees earned from trust activities are included in Service fee income.

1.20        Offsetting

Financial assets and liabilities are offset and the net amount reported in the consolidated financial statement where the Group has a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the assets and settle the liability simultaneously.

1.21        Financing received from the Argentine Central Bank and other Financial Institutions

The amounts owed to other financial institutions are recorded at the time the bank disburses the proceeds to the economic group. Non-derivative financial liabilities are measured at amortized cost.

1.22 Provisions / Contingencies

A provision will be recognized when:

a-an entity has a present obligation (legal or implicit) as a result of past event;
b-it is probable that an outflow of resources embodying future economic benefits will be required to settle the obligation; and
c-the amount can be reliably estimated.

An Entity will be deemed to have an implicit obligation where (a) the Group has assumed certain responsibilities as a consequence of past practices or public policies and (b) as a result, the Group has created an expectation that it will discharge those responsibilities

The Group recognizes the following provisions:

For labor, civil and commercial lawsuits: provisions are calculated based on lawyers’ reports about the status of the proceedings and the estimate about the potential losses to be afforded by the Group, as well as on the basis of past experience in this type of claims.

For miscellaneous risks: These provisions are set up to address contingencies that may trigger obligations for the Group. In estimating the provision amounts, the Group evaluates the likelihood of occurrence taking into consideration the opinion of its legal and professional advisors.

Other contingent liabilities are: i) possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future events not wholly within the control of the Group; or ii) present obligations that arise from past events but it is not probable that an outflow of resources will be required to its settlement; or whose amount cannot be measured with sufficient reliability. Other contingent liabilities are not recognized. Contingent liabilities, whose possibility of any outflow in settlement is remote, are not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed.

F-29

The Group does not account for positive contingencies, other than those arising from deferred taxes and those contingencies whose occurrence is virtually certain.

As of the date of these consolidated financial statements, the Group's management believes there are no elements leading to determine the existence of contingencies that might be materialized and have a negative impact on these consolidated financial statements other than those disclosed in Note 17.

1.23       Other non-financial liabilities

Non-financial accounts payable are accrued when the counterparty has fulfilled its contractual obligations and are measured at amortized cost.

1.23.1 Employee benefits

The Group’s short-term obligations includes liabilities for wages and salaries, including annual leave, that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as Other Non-Financial Liabilities in the Consolidated Financial Position.

During 2018, the Group had in place a retirement plan based on incentives for members of senior management and the Board of Directors, who will be entitled to receive cash payments over time if certain performance objectives are met. This retirement plan was ceased in 2019.

In addition, provisions related to pre-retirement plans and seniority awards benefits are recognized. Liabilities related to this plan are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period, using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

These provisions are measured at the present value of the disbursements that are expected to be required to settle the obligation using a pre-tax interest rate that reflects prevailing market conditions the time value of money and the specific risks for that obligation.

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The group recognises termination benefits at the earlier of the following dates: (a) when the group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value

1.24        Negotiable Obligations

Subordinated and unsubordinated negotiable obligations issued by the Group are measured at amortized cost. Where the group buys back its own negotiable obligations, such obligations will be derecognized from the Consolidated Financial Statements and the difference between the residual value of the financial liability and the amount paid will be recognized as financial income or expenses.

F-30

1.25        Assets and liabilities derived from insurance contracts

The Group applies IFRS 4 “Insurance Contracts” in order to recognize and measure the assets and liabilities derived from insurance contracts.

Assets derived from insurance contracts

An insurance contract is a contract under which the Group (the insurer) accepts significant insurance risk from another party (the policyholder) by agreeing to compensate the policyholder if a specified uncertain future event (the insured event) adversely affects the policyholder.

Once a contract has been classified as an insurance contract, it remains an insurance contract for the rest of its term, even if the insurance risk is significantly reduced during this period, unless all rights and obligations are extinguished or expired.

The insurance contracts offered by the Group include property insurance that covers combined family insurance, theft and similar risks, property damage, personal accidents, among other risks. They also include temporary life insurance contracts.

Total premiums are recognized on the date of issuance of the policy as an account receivable. At the same time, a reserve for unearned premiums representing premiums for risks that have not yet expired is recorded as a liability. Unearned premiums are recognized as income during the contract period, which is also the coverage and risk period. The book value of insurance accounts receivable is reviewed for impairment whenever events or circumstances indicate that the book value may not be recoverable. The carrying valueimpairment loss is recorded in the income statement.

Liabilities derived from insurance contracts

Debt with insured

The insurance claims reserves represent debts with insured people for claims reported to the company and an estimate of a long-lived asset is considered impaired bythe claims that have already been incurred but that have not yet been reported to the company (IBNR). The reported claims are adjusted on the basis of technical reports received from independent appraisers.

Debts with reinsurers and co-insurers

The Group mitigates the risk for some of its insurance businesses through co-insurance or reinsurance contracts in other companies. In the case of co-insurance, the Group whenassociates with another company to cover a risk assuming only a percentage of it and also the expected cash flows, discountedpremium. In reinsurance, the risk is transferred to another insurance company both proportionally (as a percentage of the risk) and without interest cost,not proportionally (excess loss is covered above a certain limit). The reinsurance agreements assigned do not exempt the Group from such an asset, is less than its carrying value. Inobligations to the insured.

Coinsurance and reinsurance liabilities represent balances owed under the same conditions and the amounts payable are estimated in a manner consistent with the contract that event, a loss wouldgave rise to them.

Debts with producers

They represent liabilities with insurance agents originated in the commissions for the insurance operations that they originate for the Group companies. The balances of the current accounts with these entities are also included.

Technical commitments

The current risk reserve regularizes the premiums to be recognizedcollected based on the amount by which the carrying value exceeds the fair market valueincurred but not reported risks.

1.26       Capital Stock and Capital Adjustments

Accounts included in this item are expressed in terms of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Previously recognized impairment loss is only reversed when there is a subsequent change in estimates used to compute the fair value of the asset. In that event, the new carrying amount of the asset should be the lower of its fair value or the net carrying amount the asset would have had if no impairment had been recognized.

4.Restricted Assets

At December 31, 2017 and 2016, the following Group’s assets are restricted:

 

 

December 31,

 

Item

 

2017

 

2016

 

Loans

 

 

 

 

 

In guarantee of secured borrowings

 

Ps.

28,075

 

Ps.

178,862

 

 

 

Ps.

28,075

 

Ps.

178,862

 

 

 

 

 

 

 

Other receivables from financial transactions

 

 

 

 

 

Special guarantee accounts in BCRA (a)

 

Ps.

855,261

 

Ps.

535,351

 

Others

 

 

620

 

 

 

Ps.

855,261

 

Ps.

535,971

 

 

 

 

 

 

 

Miscellaneous receivables

 

 

 

 

 

Trust guarantee deposits

 

Ps.

15,057

 

Ps.

7,893

 

Guarantee deposits for forward transactions

 

245,550

 

114,820

 

Guarantee deposits for repurchase agreements

 

 

59,014

 

Guarantee deposits for credit cards

 

161,079

 

135,297

 

Other guarantee deposits

 

26,295

 

21,316

 

Total

 

Ps.

447,781

 

Ps.

338,340

 


(a)         Includes the special accounts balances as security for activities related to automated clearing house

F-16



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

5.Government and Corporate Securities

Government and corporate securities consist of the following:

 

 

December 31,

 

 

 

2017

 

2016

 

Holding of Government Securities

 

 

 

 

 

Measured at fair value

 

Ps.

1,187,196

 

Ps.

125,243

 

Measured at amortized cost

 

508,589

 

818,853

 

Total

 

Ps.

1,695,785

 

Ps.

944,096

 

 

 

 

 

 

 

Securities issued by the BCRA

 

 

 

 

 

Measured at fair value

 

13,611,524

 

336,785

 

Measured at amortized cost

 

103

 

1,077,268

 

Total

 

Ps.

13,611,627

 

Ps.

1,414,053

 

 

 

 

 

 

 

Investment in listed corporate securities

 

 

 

 

 

Argentine shares

 

38,624

 

1,895

 

Total

 

Ps.

38,624

 

Ps.

1,895

 

 

 

 

 

 

 

Total government and corporate securities

 

Ps.

15,346,036

 

Ps.

2,360,044

 

The maturitiesmeasuring unit current as of December 31, 2017, of government and corporate securities were2019 as follows:

 

 

Maturing within

 

 

 

Carrying value

 

1 year

 

1 to 5 years

 

5 to 10 years

 

After
10 years

 

 

 

 

 

 

 

 

 

 

 

 

 

Listed Government Securities

 

Ps.

1,187,196

 

1,051,558

 

81,940

 

53,571

 

127

 

Unlisted Government Securities

 

508,589

 

508,589

 

 

 

 

Securities issued by the BCRA

 

13,611,627

 

13,611,627

 

 

 

 

Investment in listed corporate securities

 

38,624

 

38,624

 

 

 

 

 

 

Ps.

15,346,036

 

15,210,398

 

81,940

 

53,571

 

127

 

6.Loansdescribed in Note 1.1.b, except from the item “Capital Stock”, which has been held at nominal value.

 

The Group’s lending activities consistCommon shares are recognized in shareholders´ equity and carried at nominal value. When any subsidiary of the following:Group buys shares of the Group (treasury stock), the effective payment, including any cost directly attributable to the transaction (net of taxes), is deducted from shareholders´ equity until the shares are either canceled or disposed.

 

· Loans to the non-financial public sector: loans to the federal and provincial governments of Argentina.

F-31

 

· Loans to the financial sector: loans to local banks and financial entities.

· Loans to the non-financial private sector and foreign residents:

Overdrafts — short-term obligations drawn on by customers through overdrafts of current accounts.

Promissory Notes — endorsed promissory notes, discounted and purchased bills and factored loans.

Mortgage loans — loans to purchase or improve real estate and collateralized by such real estate or commercial loans secured by real estate.

F-17



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Automobile and other secured loans — loans where collateral is pledged as an integral part of the loan document.

Personal loans — loans to individuals.

Credit card loans — loans to credit card holders.

Foreign Trade loans — loans to exporters / importers.

Government securities loans — loans where government securities are exchanged.

Other — includes mainly short-term loans for export prefinancing and financing.

As of December 31, 2017 and 2016, the classification of the Group’s loan portfolio pursuant to BCRA regulations was as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Non-financial public sector

 

Ps.

32,607

 

Ps.

4,306

 

Financial sector (Argentine)

 

419,366

 

473,414

 

Non-financial private sector and foreign residents

 

56,035,998

 

35,317,936

 

Commercial

 

 

 

 

 

- With self-liquidating preferred guarantees

 

821,715

 

538,046

 

- With other preferred guarantees

 

4,205,026

 

1,891,658

 

- Without preferred guarantees

 

21,544,937

 

14,312,177

 

Consumer

 

 

 

 

 

- With self-liquidating preferred guarantees

 

132,542

 

90,109

 

- With other preferred guarantees

 

1,636,559

 

108,021

 

- Without preferred guarantees

 

27,695,219

 

18,377,925

 

Subtotal

 

56,487,971

 

35,795,656

 

Less: Allowance (Note 7)

 

(1,533,598

)

(899,147

)

Total

 

Ps.

54,954,373

 

Ps.

34,896,509

 

Loans with “Self-liquidating preferred guarantees” consist mainly of loans secured by cash collateral, gold collateral, warrants over primary products and other forms of collateral of self-liquidation.

Loans with “Other preferred guarantees” consist, in general, of loans secured by mortgages and other forms of collateral pledged to secure the loan amount.

Loans “Without preferred guarantees” consist, in general, of unsecured loans.

The following industry segments comprised the most significant loan concentrations as of December 31, 2017 and 2016:

 

 

December 31,

 

 

 

2017

 

2016

 

Financial Sector

 

3.2

%

3.4

%

Services

 

5.3

%

3.6

%

Primary Products

 

10.5

%

8.1

%

Consumer

 

56.2

%

58.2

%

Retail Trade

 

2.7

%

3.7

%

Construction

 

8.0

%

8.8

%

Manufacturing

 

7.2

%

4.4

%

Other

 

6.9

%

9.8

%

 

 

F-18



Table of Contents1.27        Reserves and Dividend distribution

 

Grupo Supervielle S.A. and Subsidiaries

NotesPursuant to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Substantially all of Group´s operations, property and customers are located in Argentina. Therefore, the performance of loan portfolio, financial condition and the results of its operations depend primarily on the macroeconomic and political conditions prevailing in Argentina.

7.Allowance for Loan Losses

The activity in the allowance for loan losses (which includes the allowances for loans, for other receivables from financial transactions and for receivables from financial leases) for the years ended December 31, 2017, 2016 and 2015, was as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

Ps.

(920,208

)

Ps.

(638,648

)

Ps.

(429,358

)

Provision charged to income

 

(1,820,169

)

(1,057,637

)

(543,844

)

Write-offs and reversals

 

1,171,097

 

776,077

 

334,554

 

Balance at end of year

 

Ps.

(1,569,280

)

Ps.

(920,208

)

Ps.

(638,648

)

The Group has entered into certain renegotiations with customers. The Group has eliminated any differences between the principal and accrued interest due under the original loan and the new loan amount through a charge against the allowance for loan losses.

8.Other Receivables and Liabilities from Financial Transactions, Miscellaneous Receivables and Miscellaneous Liabilities

The composition of other receivables from financial transactions, by type of guarantee, as of December 31, 2017 and 2016 was as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Preferred guarantees, including deposits with BCRA

 

Ps.

855,261

 

Ps.

535,351

 

Unsecured

 

5,716,461

 

3,243,192

 

Allowance (Note 7)

 

(10,326

)

(5,807

)

 

 

Ps.

6,561,396

 

Ps.

3,772,736

 

The breakdown of the caption “other” included in “Other receivables from financial transactions” in the balance sheet was as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

Other receivables not included in the debtor classification regulations

 

 

 

 

 

Financial Trust Participation Certificates

 

Ps.

470,238

 

Ps.

530,607

 

Financial Trust Debt Securities

 

99,969

 

100,644

 

Money Market Funds

 

680,866

 

1,185,637

 

Other Mutual Funds

 

 

110,951

 

Other

 

 

373

 

Other payments by third parties

 

15,966

 

11,979

 

Other financing

 

681,476

 

376,601

 

Accrued commissions receivable

 

77,497

 

113,371

 

Other

 

165,193

 

156,084

 

 

 

Ps.

2,191,205

 

Ps.

2,586,247

 

F-19



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

The breakdown of the caption “other” included in “Other liabilities from financial transactions” in the balance sheet was as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Collections and other operations on behalf of third parties

 

Ps.

1,465,674

 

Ps.

953,743

 

Sundry (payment orders abroad)

 

342,877

 

464,070

 

Other withholdings and collection

 

452,209

 

455,663

 

Social security payment orders pending settlement

 

123,538

 

82,761

 

Liabilities for financing of purchases

 

19,799

 

29,845

 

Other

 

198,469

 

146,843

 

 

 

Ps.

2,602,566

 

Ps.

2,132,925

 

The breakdown of the caption “other” included in “Miscellaneous receivables” in the balance sheet was as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Guarantee deposits

 

Ps.

448,979

 

Ps.

339,340

 

Sundry debtors

 

821,205

 

397,399

 

Payments in advance

 

134,962

 

109,568

 

Tax advances

 

136,959

 

95,116

 

Loans to employees

 

179,300

 

190,925

 

Receivables from sale of assets

 

65,650

 

998

 

Other

 

14,198

 

5,857

 

 

 

Ps.

1,801,253

 

Ps.

1,139,203

 

The breakdown of the caption “other” included in “Miscellaneous liabilities” in the balance sheet was as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Tax payable

 

Ps.

944,982

 

Ps.

727,218

 

Payroll and social security

 

788,046

 

583,317

 

Sundry creditors

 

1,152,847

 

678,246

 

Collections in advance

 

166,772

 

156,382

 

Other

 

3,663

 

35,531

 

 

 

Ps.

3,056,310

 

Ps.

2,180,694

 

F-20



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

The Group enters into forward transactions related to government securities and foreign currencies. The Group recognizes cash, security or currency amount to be exchanged in the future as a receivable and payable at the original transaction date. The assets and liabilities related to such transactions are as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

Amounts receivable from spot and forward sales pending settlement

 

3,374,940

 

4,745

 

Receivables from repo transactions of government securities

 

3,352,271

 

 

Receivable from spot sales of government and private securities pending settlement

 

17,151

 

3,501

 

Receivables from spot sales of foreign currency pending settlement

 

1,967

 

1,091

 

Receivables from other spot sales pending settlement

 

3,551

 

153

 

Securities and foreign currency receivable from spot and forward purchases pending settlement

 

56,781

 

594,730

 

Spot purchases of government and private securities pending settlement

 

22,411

 

980

 

Spot purchases of foreign currency pending settlement

 

31,411

 

3,322

 

Forward purchases of securities under repo transactions

 

 

590,266

 

Other spot purchases pending settlement

 

2,959

 

162

 

Amounts payable for spot and forward purchases pending settlement

 

25,275

 

592,386

 

Payables for spot purchases of government securities pending Settlement

 

22,352

 

970

 

Payables for spot purchases of foreign currency pending settlement

 

5

 

 

Payables for forward purchases of securities under repo transactions

 

 

591,264

 

Other payables for spot purchase pending settlement

 

2,918

 

152

 

Securities and foreign currency to be delivered under spot and forward sales pending settlement

 

3,788,545

 

29,979

 

Forward sales of government securities under repo transactions

 

3,758,266

 

3,500

 

Spot sales of foreign currency pending settlement

 

26,696

 

26,317

 

Other forward sales pending settlement

 

3,583

 

162

 

These instruments consist of foreign currency and securities contracts (spot and forward purchases and sales), whose valuation method is disclosed in Note 3.8).

Premiums on these instruments have been included in the “Financial income” and “Financial expense” captions of the consolidated statements of income of each year.

9.Unlisted equity Investments

Equity investments in other companies consisted of the following as of December 31, 2017 and 2016:

 

 

December 31,

 

 

 

2017

 

2016

 

In Complementary and authorized activities

 

 

 

 

 

Mercado Abierto Electrónico S.A.

 

Ps.

61

 

Ps.

61

 

SEDESA S.A.

 

37

 

39

 

Argencontrol S.A.

 

25

 

25

 

Compensadora Electrónica S.A.

 

56

 

54

 

Provincanje S.A.

 

684

 

684

 

Total equity investments in Complementary and authorized activities

 

Ps.

863

 

Ps.

863

 

F-21



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

December 31,

 

 

 

2017

 

2016

 

In Non-financial Institutions

 

 

 

 

 

Viñas del Monte S.A.

 

Ps.

 

Ps.

2,730

 

San Luis Trading S.A.

 

51

 

51

 

SWIFT S.A.

 

1

 

1

 

Other

 

88

 

87

 

Total equity investments in non-financial institutions

 

Ps.

140

 

Ps.

2,869

 

Less: Allowances (Note 13)

 

Ps.

(269

)

Ps.

(231

)

Total Equity investments

 

Ps.

734

 

Ps.

3,501

 

The interests in mutual guarantee companies are not above detailed, as their aggregated amount is lower than Ps. 1.

10.Premises and Equipment, net

The major categories of premises and equipment as December 31, 2017 and 2016 were as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Land and buildings

 

Ps.

351,587

 

Ps.

368,400

 

Furniture and fittings

 

64,386

 

61,009

 

Machinery and equipment

 

251,365

 

169,028

 

Vehicles

 

27,093

 

23,138

 

 

 

Ps.

694,431

 

Ps.

621,575

 

Accumulated depreciation included in the above categories was Ps. 474,654 and Ps. 356,060 as of December 31, 2017 and 2016, respectively. Depreciation expense was Ps. 118,594, Ps. 81,558 and Ps. 56,637 as of December 31, 2017, 2016 and 2015, respectively.

11.Miscellaneous Assets

Miscellaneous assets consisted of the following as of December 31, 2017 and 2016:

 

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Construction in progress

 

Ps.

279,659

 

Ps.

22,267

 

Advances for purchase of assets

 

832

 

249

 

Stationery and office supplies

 

35,364

 

20,449

 

Works of art

 

3,739

 

3,455

 

Assets taken as guarantee for loans

 

325

 

331

 

Others miscellaneous assets

 

292,345

 

378,750

 

 

 

Ps.

612,264

 

Ps.

425,501

 

Depreciation expense was Ps. 11,184, Ps. 7,740 and Ps 7,311 as of December 31, 2017, 2016 and 2015, respectively.

12.Intangible Assets

12.1 Goodwill

As of December 31, 2017 and 2016 goodwill breakdown is as follows:

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

 

 

December 31,

 

 

 

Estimated Useful
life (years)

 

2017

 

2016

 

Goodwill for the purchase of Banco Regional de Cuyo S.A., net of accumulated amortization

 

10

 

Ps.

2,556

 

Ps.

6,391

 

Goodwill for the purchase of Cordial Compañía Financiera, net of accumulated amortization

 

10

 

18,526

 

23,697

 

Goodwill for the purchase of Supervielle Seguros S.A., net of accumulated amortization

 

10

 

954

 

1,130

 

Others

 

 

 

7

 

257

 

Total

 

 

 

Ps.

22,043

 

Ps.

31,475

 

12.2 Other Intangible Assets

As of December 31, 2017 and 2016, the organization and development costs breakdown is as follows:

 

 

 

 

December 31,

 

 

 

Estimated useful
life (years)

 

2017

 

2016

 

Cost from information technology projects (a)

 

5

 

208,752

 

Ps.

142,946

 

Other capitalized cost (b)

 

5

 

93,706

 

111,041

 

Total

 

 

 

302,458

 

Ps.

253,987

 


(a) Under Central Bank rules, the Bank capitalizes software cost relating to preliminary application development and post implementation stages of software development.

(b) Under Central Bank rules, the Bank records cost inherent to the improvements in leased building.

Amortization expense of goodwill and other intangible assets was Ps. 138,097, Ps. 120,579 and Ps. 101,733 as of December 31, 2017, 2016 and 2015, respectively, which was recorded in Administrative expenses and Miscellaneous Losses.

13.Allowances and Provisions

Allowances on other assets and provisions as of December 31, 2017 and 2016 were as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Allowances against asset accounts:

 

 

 

 

 

Unlisted equity investments (a)

 

Ps.

269

 

Ps.

231

 

Miscellaneous receivables, for collection risk (b)

 

50,492

 

37,295

 

 

 

Ps.

50,761

 

Ps.

37,526

 

Provisions:

 

 

 

 

 

For contingent commitments

 

3,985

 

2,347

 

Other contingencies (c)

 

76,178

 

60,905

 

Total Provisions

 

Ps.

80,163

 

Ps.

63,252

 


(a) Includes the estimated losses due to the excess of the cost over the equity method in equity investments.

(b) Based upon an assessment of debtors’ performance, the economic and financial situation and the collateral securing their respective obligations.

(c) Includes the estimated amounts payable under lawsuits against the Group and other contingences.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

14.Other Liabilities from Financial Transactions - Banks and International Institutions, and Loans from Domestic Financial Institutions

The Group borrows funds under different credit arrangements from local and foreign banks and international lending agencies as follows:

 

 

December 31,

 

Description

 

2017

 

2016

 

Banks and International Institutions

 

 

 

 

 

 

Contractual long-term liabilities

 

Ps.

5,168

 

Ps.

31,342

 

Contractual short-term liabilities

 

Ps.

2,778,102

 

Ps.

671,668

 

 

 

 

 

 

 

 

 

Total Banks and International Institutions

 

Ps.

2,783,270

 

Ps.

703,010

 

 

 

 

 

 

 

 

 

Loans from Domestic Financial Institutions

 

 

 

 

 

 

 

Contractual long-term liabilities

 

Ps.

387,944

 

Ps.

43,564

 

Contractual short-term liabilities

 

Ps.

232,856

 

Ps.

940,259

 

 

 

 

 

 

 

 

 

Total Loans from Domestic Financial Institutions

 

Ps.

620,800

 

Ps.

983,823

 

Total

 

Ps.

3,404,070

 

Ps.

1,686,833

 

As of December 31, 2017 maturities of the above long-term loans for each of the fiscal years 2019 through 2021 and thereafter were as follows:

Contractual long-term Liabilities

 

 

 

2020

 

Ps.

116,323

 

2021

 

104,207

 

Thereafter

 

172,582

 

 

 

Ps.

393,112

 

15.Other Liabilities from Financial Transactions - Unsubordinated and Subordinated Negotiable Obligations

15.1 Unsubordinated Negotiable Obligations

The amounts outstanding and the terms corresponding to outstanding unsubordinated negotiable obligations were as follows:

 

 

 

 

 

 

Annual

 

December 31,

 

 

 

Issue date

 

Maturity date

 

interest rate

 

2017

 

2016

 

Short-Term

 

 

 

 

 

 

 

 

 

 

 

 

Grupo Supervielle Class XX

 

07/28/2015

 

01/28/2017

 

Mixed

 

Ps.

 

129,389

 

Cordial Compañía Financiera Class IX

 

10/06/2015

 

10/06/2017

 

Badlar + Spread 5.95%

 

Ps.

 

83,750

 

Cordial Compañía Financiera Class X

 

05/19/2016

 

11/19/2017

 

Badlar + Spread 5.50%

 

Ps.

 

197,000

 

Cordial Compañía Financiera Class XII

 

12/23/2016

 

12/23/2017

 

24.90%

 

Ps.

 

154,214

 

Cordial Compañía Financiera Class XIII

 

12/16/2016

 

06/23/2018

 

Badlar + Spread 4,00%

 

Ps.

151,429

 

 

Cordial Compañía Financiera Class XI

 

10/25/2016

 

04/24/2018

 

Badlar + Spread 3.57%

 

Ps.

200,000

 

 

Banco Supervielle Class V

 

11/19/2015

 

05/20/2017

 

Badlar + Spread 4.50%

 

Ps.

 

339,715

 

Banco Supervielle Class VI

 

10/12/2016

 

10/12/2018

 

Badlar + Spread 3,50%

 

Ps.

421,347

 

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

 

 

 

 

Annual

 

December 31,

 

 

 

Issue date

 

Maturity date

 

interest rate

 

2017

 

2016

 

Banco Supervielle Class VII

 

11/15/2016

 

11/17/2017

 

Badlar + Spread 3.50%

 

Ps.

 

268,273

 

Total short-term liabilities

 

 

 

 

 

 

 

Ps.

772,776

 

1,172,341

 

Long-Term

 

 

 

 

 

 

 

 

 

 

 

 

Grupo Supervielle Class XIII

 

01/31/2014

 

01/31/2019

 

Badlar +Spread 6.25%

 

Ps.

22,870

 

22,659

 

Banco Supervielle Class VI

 

10/07/2016

 

10/12/2018

 

Badlar + Spread 3.50%

 

Ps.

 

420,507

 

Cordial Compañía Financiera Class XI

 

10/25/2016

 

04/24/2018

 

Badlar + Spread 3.57%

 

Ps.

 

200,000

 

Cordial Compañía Financiera Class XIII

 

12/23/2016

 

06/23/2018

 

Badlar + Spread 4.00%

 

Ps.

 

151,429

 

Cordial Compañía Financiera Class XIV

 

05/11/2017

 

05/11/2019

 

Badlar + Spread 3,50%

 

Ps.

555,396

 

 

Cordial Compañía Financiera Class XV

 

08/24/2017

 

02/23/2019

 

Badlar + Spread 3,75%

 

Ps.

411,410

 

 

Cordial Compañía Financiera Class XVI

 

11/22/2017

 

11/21/2019

 

Spread 4,25% + TM20

 

Ps.

532,308

 

 

Banco Supervielle Class A

 

02/09/2017

 

08/09/2020

 

Badlar + Spread 4,50%

 

Ps.

4,731,379

 

 

Banco Supervielle Class B

 

12/22/2017

 

12/22/2019

 

TM20 + Spread 3,25%

 

Ps.

625,271

 

 

Banco Supervielle Class C

 

12/22/2017

 

12/22/2021

 

Badlar + Spread 4,25%

 

Ps.

655,792

 

 

Total long-term liabilities

 

 

 

 

 

 

 

Ps.

7,534,426

 

794,595

 

 

 

 

 

 

 

 

 

Ps.

8,307,202

 

1,966,936

 

As of December 31, 2017 and 2016, interest and principal on all of the above debt securities were payable in Pesos.

Accrued interest on the above liabilities for Ps. 282,183 and Ps. 74,749 as of December 31, 2017 and 2016 is included under the caption “Other Liabilities from Financial Transactions” in the accompanying balance sheet.

15.2 Subordinated Negotiable Obligations

The amounts outstanding and the terms corresponding to outstanding subordinated negotiable obligations at the dates indicated were as follows:

 

 

 

 

 

 

 

 

December 31,

 

 

 

Issue date

 

Maturity date

 

Annual
interest rate

 

2017

 

2016

 

Subordinated Negotiable obligations

 

 

 

 

 

 

 

 

 

 

 

Banco Supervielle Class I

 

11/08/10

 

11/11/17

 

11.375

%

 

800,674

 

Banco Supervielle Class III

 

8/15/13

 

8/20/20

 

7.00

%

431,701

 

363,623

 

Banco Supervielle Clas IV

 

11/14/14

 

11/18/21

 

7.00

%

254,172

 

214,461

 

Total long-term liabilities

 

 

 

 

 

 

 

Ps.

685,873

 

Ps.

1,378,758

 

As of December 31, 2017, interest and principal on all of the above subordinated negotiable obligations were payable in US Dollars.

Each line of the “Subordinated Negotiable Obligations” includes accrued interest for a total amount of Ps. 12,985 and Ps. 23,485 as of December 31, 2017 and 2016.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Subordinated long-term negotiable obligations as of December 31, 2017 mature as follows:

2018

 

Ps.

12,985

 

2019

 

 

 

2020

 

 

420,845

 

2021

 

 

252,043

 

Total

 

Ps.

685,873

 

16.Balances in Foreign Currency

The balances of assets and liabilities denominated in foreign currencies (principally in U.S. dollars) were as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

Assets:

 

 

 

 

 

Cash and due from banks

 

Ps.

6,090,701

 

Ps.

3,736,333

 

Government and corporate securities

 

1,685,490

 

886,997

 

Loans

 

12,307,602

 

5,539,631

 

Other receivables from financial transactions

 

101,856

 

158,894

 

Receivables from financial leases

 

317,401

 

50,023

 

Equity investments in other companies

 

1

 

1

 

Miscellaneous receivables

 

724,457

 

125,785

 

Unallocated items

 

4,605

 

3,597

 

Total

 

Ps.

21,232,113

 

Ps.

10,501,261

 

Liabilities:

 

 

 

 

 

Deposits

 

Ps.

14,085,744

 

Ps.

7,402,682

 

Other liabilities from financial transactions

 

3,255,107

 

1,180,392

 

Miscellaneous liabilities

 

89,396

 

35,313

 

Subordinated Negotiable Obligations

 

685,873

 

1,378,757

 

Unallocated items

 

7,378

 

12,134

 

Total

 

Ps.

18,123,498

 

Ps.

10,009,278

 

17.Deposits and Interest-bearing Deposits with Other Banks

Interest-bearing Deposits with Other Banks:

a)             Included in “Cash and Due from Banks” there are: (1) interest-bearing deposits with the BCRA totaling 7,083,631 and 5,736,955 as of December 31, 2017 and 2016, respectively; and (2) interest-bearing deposits in local and foreign banks totaling 956,719 and 529,885  as of December 31, 2017 and 2016, respectively.

b)             Included in “Loans” there are: overnight bank interest-bearing deposits totaling 379,466 and 419,456 as of December 31, 2017 and 2016, respectively.

Deposits

The following table sets forth information regarding the maturity of deposits exceeding Ps.100,000 at December 31, 2017:

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

December 31, 2017

Time Deposits

Within 3 months

Ps.

13,936,903

After 3 months but within 6 months

4,715,336

After 6 months but within 12 months

71,206

Over 12 months

190

Total Time Deposits(1)

Ps.

18,723,635


(1) Only principal.

18.Transactions with Related Parties

The Group has granted loans to certain related parties including officers, equity-method investees and consolidated companies. Total loans outstanding as of December 31, 2017 and 2016, amounted to Ps. 351,217 and Ps. 133,600, respectively.

Such loans were made in the ordinary course of business at normal credit terms, including interest rates and collateral requirements, and, in management’s opinion, such loans represent normal credit risk.

19.Breakdown of Captions Included in the Income Statement

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Financial Income

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Interest on foreign trade loans

 

Ps. 

228,131

 

Ps.

84,597

 

Ps.

33,558

 

Premium on repo transactions

 

180,153

 

13,556

 

5,283

 

Forward transactions

 

 

 

228,152

 

Income from sales of equity investments

 

 

 

1,089

 

Mutual guarantee companies income

 

63,131

 

51,463

 

 

Other

 

28,429

 

37,029

 

584

 

 

 

Ps.

499,844

 

Ps.

186,645

 

Ps.

268,666

 

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Financial Expenses

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Turnover Tax

 

Ps.

980,563

 

Ps.

698,526

 

Ps.

431,929

 

Premium on repo transactions

 

108,712

 

94,143

 

38,085

 

Forward transactions

 

71,830

 

39,016

 

 

Other

 

1,659

 

1,073

 

521

 

 

 

Ps.

1,162,764

 

Ps.

832,758

 

Ps.

470,535

 

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Services fee income

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Commissions

 

Ps.

2,187,068

 

Ps.

1.684.792

 

Ps.

1,527,169

 

Income from Mutual Funds administration services

 

204,818

 

140,118

 

80,234

 

Rentals from safety boxes

 

128,431

 

90,938

 

74,684

 

Other

 

60,142

 

37,550

 

13,972

 

 

 

Ps.

2,580,459

 

Ps.

1,953,398

 

Ps.

1,696,059

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Service fee expense

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Expenses and promotions related to credit cards

 

Ps.

256,119

 

Ps.

205,265

 

Ps.

158,474

 

Turnover tax

 

375,447

 

263,615

 

208,140

 

Other

 

76,857

 

67,736

 

46,031

 

 

 

Ps.

708,423

 

Ps.

536,616

 

Ps.

412,645

 

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

Miscellaneous income

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Sales of products

 

Ps.

568

 

Ps.

92,755

 

Ps.

73,919

 

Other adjustments and interest of miscellaneous credits

 

117,686

 

42,327

 

14,055

 

Rentals

 

26,709

 

42,256

 

24,900

 

Gains on premises and equipment and miscellaneous assets disposals

 

3,147

 

5,568

 

101,079

 

Charge of couriers

 

7,939

 

5,274

 

4,174

 

Recoveries from National Social Security Administration (ANSES)

 

36,926

 

 

 

Other

 

64,636

 

28,575

 

36,929

 

 

 

Ps.

257,611

 

Ps.

216,755

 

Ps.

255,056

 

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Miscellaneous losses

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Charges paid to National Social Security Administration (ANSES)

 

Ps.

113,341

 

Ps.

229,669

 

Ps.

12,309

 

Unrecoverable VAT and other tax credits

 

13,092

 

19,296

 

9,429

 

Grants paid

 

22,439

 

15,115

 

6,540

 

Turnover tax

 

23,585

 

13,819

 

10,964

 

Losses on quota refund

 

61,836

 

12,744

 

12,762

 

Losses related to fiduciary services

 

3,801

 

2,244

 

 

Court resolutions paid

 

4,918

 

1,480

 

1,322

 

Other adjustments and interest of miscellaneous liabilities

 

6,622

 

1,432

 

 

Other

 

57,480

 

62,891

 

119,449

 

 

 

Ps.

307,114

 

Ps.

358,690

 

Ps.

172,775

 

20.Income Taxes

Income tax charge for the fiscal years ended December 31, 2017, 2016 and 2015 amounted to Ps. 772,483, Ps. 500,603 and Ps. 247,161 respectively.

As of December 31, 2017 and 2016, the consolidated Group’s Minimum Presumed Income Tax (MPIT) available to credit against future income tax amounts to Ps. 26,183 and Ps 8,408, respectively. Such MPIT expire over the following ten years.

21.Restrictions Imposed on the Distribution of Dividends

The distribution of retained earnings in the form of dividends is governedset by the Argentine Corporations Law. These rules require Grupo Supervielle to transfer 5% oflaw, the Group and its net income to a legal reserve until the reserve equals to 20% of the company’s outstanding capital stock.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

In addition, with regard tosubsidiaries, other than Banco Supervielle and Cordial Compañía Financiera, the regulations in force at December 31, 2017 provide as follows:

a)                 20%are required to appropriate 5% of the profits shown by thenet income statement for the fiscal year to the legal reserve until such reserve is equal to 20% of Capital stock, plus - minus the adjustments to prior year results, minus the accumulated loss, if any, at the endbalance of the preceding year, must be transferred to the Bank´s legal reserve.

b)                 No profits may be distributed or remitted prior to the approval of the results for the year and of the publication of the Bank´s annual financial statements.

c)                  All profit distributions must have the prior authorization of the Superintendency of Financial and Exchange Institutions of the BCRA, the intervention of which will be aimed at verifying the correct application of the procedures described in the regulations in force on this matter, issued by the BCRA.

d)                 The amount to be distributed, shall not compromise the Company’s liquidity and solvency, which can be verified by not recording insufficiencies in the capital adequacy requirements at the end of the fiscal year from which dividends are to be paid out. In regards to minimum liquidity requirements, the average balance of liquid assets (in pesos, foreign currency or government securities) must exceed the liquidity requirement of the last closed period, or the projected period considering the dividend payment.

22.Capital StockAdjustment account.

 

As of December 31, 2017 the Group has outstanding 126,738,188 Ordinary Class “A”, nominated, non-endorsable shares, which are entitled to five votes per share and 329,984,134 Ordinary Class “B”, nominated and non-endorsable shares, which are entitled to one vote per share.

On October 7, 2015, the Company’s shareholders approved the capitalization of retained earnings for an amount of 124,485, by issuing 63,369,094 Class A ordinary shares, 59,516,170 Class B ordinary shares and 1,600,000 preferred shares. At the same time, shareholders approved an amendment to preferred shares terms, giving their holders the right to convert the preferred into an equal number of Class B ordinary shares. Such option was exercised by the preferred shares holders on January 5, 2016 and in consequence the 3,200,000 outstanding preferred shares were cancelled and an equal number of new Class B ordinary shares were issued.

On April 14, 2016, the National Securities Commission authorized the public offering by the Resolution No. 18,023 and amended by Resolution No. 18,033 dated April 21, 2016. The public bid of ordinary shares ended on May 18, 2016. 127,500,077 ordinary shares were assigned, and delivered by issuing 95,682,077 new class B shares and by 31,818,000 shares sold by existing shareholders of the Company, all shares with a nominal value of Ps. 1.00 and one vote per share. The price was set at USD 2.20 per share, or USD 11.00 per American Depositary Share (ADS), whith each ADS representing 5 shares. Moreover, as of May 26, 2016, the international underwriters excersiced the overallotment option for 19,125,010 class B ordinary shares of nominal value Ps. 1.00 each and one vote per share, which were issued on May 27, 2016.

The issuance of new class B ordinary shares for 95,682,077 and 19,125,010 makes a total capital increase of 114,807,087.

As of March 28, 2017, the shareholder Julio Patricio Supervielle promised to make a contribution in kind of 7,672,412 shares of Sofital S.A.F. e I.I. On April 27, 2017, the General Shareholders’ Meeting resolved to capitalize the said contribution, increasing the capital stock by up to 8,032, through the issuance of 8,032,032 Class B common shares entitled to one vote per share. On July 12, 2017, the Subscription Period ended in relation to the issuance of up to 8,032,032 new ordinary class B shares. As a result, Grupo Supervielle S.A. increased its share capital by 7,494,710 new shares.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

As of July 7, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting approved an increase in the share capital of Grupo Supervielle S.A. for the sum of up to Ps.145,000,000 (Pesos one hundred and forty-five million pesos), to be offered by public subscription in the country or abroad.

The public bid of ordinary shares ended on September 12, 2017. 103,000,000 ordinary shares were assigned, and delivered by issuing 70,000,000 new class B shares and by 33,000,000 shares sold by existing shareholders of the Company, all shares with a nominal value of Ps. 1.00 and one vote per share. The price was set at USD 4.00 per share, or USD 20.00 per American Depositary Share (ADS), whith each ADS representing 5 shares. Moreover, as of September 15, 2017, the international underwriters excersiced the overallotment option for 15,449,997 class B ordinary shares of nominal value Ps. 1.00 each and one vote per share, which were issued on September 19, 2017.

The issuance of new class B ordinary shares for 70,000,000 and 15,449,997 makes a total capital increase of 85,449,997.

The Company is not subject to the minimum capital requirements established by the BCRA.

Pursuant to BCRA regulations,concerns Banco Supervielle and Cordial Compañía Financiera, must maintainaccording to the regulations set forth by the Argentine Central Bank, 20% of net income for the fiscal year, net of previous years’ adjustments, if any, is required to be appropriated to the legal reserve. Notwithstanding the aforementioned, in appropriating amounts to other reserves, Financial Institutions are required to comply with the provisions laid down by the Argentine Central Bank in the revised text on distribution of dividends described in Note 25.

The distribution of dividends to the Group’s shareholders is recognized as a liability in the consolidated financial statements for the fiscal year in which dividends are approved by the Group’s Shareholders.

1.28       Revenue Recognition

Financial income and expense is recognized in respect of all debt instruments in accordance with the effective interest rate method, pursuant to which all gains and losses which are an integral part of the transaction effective interest rate are deferred.

Gains or losses included in the effective interest rate embrace disbursements or receipts relating to the creation or acquisition of a financial asset or liability, such as preparation and processing of the documents required to consummate the transactions, and payments received for the extension of credit arrangements.

Fees and commissions earned by the Group on the origination of syndicated loans are not part of the product effective interest rate, and are recognized in the income statement at the time the service is delivered. Commissions and fees earned by the Group on negotiations in third parties’ transactions are not part of the effective interest rate either, and are recognized at the time the transactions are executed.

The Group's income from services is recognized in the income statement as performance obligations are fulfilled, part of the consideration received is allocated to the customer loyalty programs described below. Consideration is allocated based on the relative standalone selling prices for services rendered and points granted.  .

Below is a summary of the main commissions earned by the Bank:

CommissionFrecuency of revenue recognition
Account maintenanceMonthly
Safe deposit boxesSemi-annual
Issuing BankEvent driven
Credit Card renewalAnnual
Check managementEvent driven

Customer loyalty programs

The Group offers reward programs that allow its cardholders to earn points that can be redeemed for a broad range of rewards, including goods and travels among others. This constitutes a performance obligation. The Group establishes a liability based on the fair value of the points issued that are expected to be exchanged by customers. Points to be redeemed are estimated based on the historical redemption behavior of each program. The liability is reduced and the revenue is recognized as performance obligations relating to the points are satisfied, which normally is when the points are exchanged by customers or at their due dates.

Revenue recognized during the year is adjusted as explained in Note 1.1.b.

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

1.29 Income tax and minimum capital, whichpresumed income tax

Income Tax

Income tax expense for the year includes current and deferred tax. Income tax is recognized in the consolidated statements of income, except for items required to be recognized directly in other comprehensive income. In this case, the income tax liability related to such items is also recognized in such statement.

Current income tax expense is calculated by weightingon the risksbasis of the tax laws enacted or substantially enacted as of the date of the Statement of Financial Position in the countries where the Company and its subsidiaries operate and generate taxable income. The Group periodically assesses the position assumed in tax returns in connection with circumstances in which the tax regulation is subject to interpretation. The Group sets up provisions in respect of the amounts expected to be required to pay to the tax authorities.

Deferred income tax is recognized, using the deferred tax liability method, on temporary differences arising from the carrying amount of assets and liabilities and their tax base. However, the deferred tax arising from the initial recognition of an asset or liability in a transaction other than a business combination which, at the time of the transaction does not affect income or loss for accounting or tax purposes, is not recorded. Deferred income tax is determined using tax rates (and laws) enacted as of the date of the Financial Statements and that are expected to be applicable when the deferred tax assets are realized or the deferred tax liabilities are settled.

Deferred income tax assets are recognized only to the extent future tax benefits are likely to arise against which the temporary differences can be offset.

The Group recognizes a deferred tax liability for taxable temporary differences related to investments in subsidiaries and affiliates, except that the following two conditions are met:

i)the Group controls the timing on which temporary differences will be reversed; and
ii)such temporary differences are not likely to be reversed in the foreseeable future.

Deferred income tax assets bank premisesand liabilities are offset when a legal right exists to offset current tax assets against current tax liabilities and to the extent such balances are related to the same tax authority of the Group or its subsidiaries, where tax balances are intended to be, and may be, settled on a net basis..

Minimum Presumed Income Tax

The Group determines the minimum presumed income tax at the effective rate of 1% of the computable assets at each fiscal year-end. This tax is supplementary to income tax. The Group’s tax liability is equal to the higher of the two taxes. However, if the minimum presumed income tax were to exceed income tax in a given fiscal year, such excess may be computed as a payment on account of the income tax that could be generated in any of the next ten fiscal years.

The minimum presumed income tax credit disclosed under "Current Income Tax Assets" is the portion the Group expects to offset against the income tax in excess of minimum presumed income tax to be generated in the following ten fiscal years.

1.30 Earnings per share

Basic earnings per share are calculated by dividing net income attributable to the Group’s shareholders by the weighted average number of common shares outstanding during the period.

Diluted earnings per share are calculated by dividing the net income for the year by the weighted average number of common shares issued and dilutive potential common shares at year end. Since the Company has no dilutive potential common shares outstanding, there are no dilutive earnings per share amounts.

2. CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of these Consolidated Financial Statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires Senior Management to make judgements in applying the accounting standards to define the Group’s accounting policies.

The Group has identified the following areas which involve a higher degree of judgement or complexity, or areas where assumptions and estimates are material for these Consolidated Financial Statements which are essential to understand the underlying accounting/financial reporting risks:

F-32

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

a-Fair value of derivatives and other instruments

The fair value of financial instruments not listed in active markets is determined using valuation techniques. Such techniques are validated and reviewed periodically by qualified personnel independent from the area which developed them. All models are assessed and adjusted before being put into use in order to ensure that results reflect current information and comparable market prices. As long as possible, models rely on observable inputs only; however, certain factors such as the Group's own and the counterparty's credit risk, volatilities and correlations, require the use of estimates. Changes in the assumptions of these factors may affect the reported fair value of financial instruments.

b-Allowances for loan losses

The Group recognizes the allowance for loan losses under the expected credit losses method included in IFRS 9. The most significant judgements of the model relate to defining what is considered to be a significant increase in credit risk, determining the life of revolving facilities, and in making assumptions and estimates to incorporate relevant information about past events, current conditions and forecasts of economic conditions. A high degree of uncertainty is involved in making estimations using assumptions that are highly subjective and very sensitive to the risk factors.

Note 1.12 provides more detail of how the expected credit loss allowance is measured.

c-Impairment of Non-Financial Assets

Intangible assets with definite useful life and property, plant and equipment miscellaneousare amortized or depreciated on a straight-line basis during their estimated useful life. The Group monitors the conditions associated with these assets to determine whether the events and circumstances require a review of the remaining amortization or depreciation term and whether there are factors or circumstances indicating impairment in the value of the assets which might not be recoverable.

Identifying the indicators of impairment of property, plant and equipment and intangible assets.assets requires the use of judgment. The Group has concluded that there were no indicators of impairment for any of the years reported in its consolidated financial statements.

 

Under BCRA regulations,Assets with indefinite useful life are tested for impairment. This process require Management to make judgements, including the identification of cash-generating units, the identification and allocation of assets and liabilities to a cash-generating unit and the definition of their recoverable value. When calculating the recoverable value of a cash-generating unit, the Group use estimates and significant judgments and assumptions.

Although the Group believes that assumptions and forecasts used are suitable in virtue of the information available for the administration, changes in assumptions or circumstances may require changes in the assessment. Negative changes in assumptions used in impairment tests of assets with indefinite useful life may result in a potential impairment recognition.

d-Structured Entities

Assessing whether the Group controls a structured entity requires Management to make, judgments.

Management assesses its exposure to risks and rewards, as well as its ability to make decisions and direct the relevant activities of such structured entity. Structured entities controlled by the Group are subject to consolidation. The following elements were used to determine if the Group controls a structured entity:

The purpose and design of the trust
Identification of relevant activities of the trust
Decision-making process on these activities
If the Group has the power to direct the relevant activities of the trust
If the Group is exposed to, or has rights to, variable returns from its involvement with the trust
If the Group has the ability to affect those returns through its power over the trust

If Structured Entities were not consolidated by the Group, the consolidated income statement would record a loss of 13,234, 91,227 and 59,155 as of December 31, 2019, 2018 and 2017 respectively. See Note 1.3 for further information on the Group´s exposure to structured entities.

F-33

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

e-Income tax and deferred tax

A significant level of judgment is required to determine current and deferred tax assets and liabilities. Current income tax is measured at the amount expected to be paid while deferred income tax is measured based on the temporary differences between the carrying amount of assets and liabilities and their tax base, at the rates expected to be in force at the time of reversal of such differences.

A deferred tax asset is recognized when future taxable income is expected to exist to offset such temporary differences, based on Management's assumptions about the amounts and timing of such future taxable income. Then, management needs to determine whether deferred tax assets are likely to be used and offset against future taxable income. Actual results may differ from these estimates, for instance, changes in the applicable tax laws or the outcome of the final review of the tax returns by the tax authorities and tax courts.

Future taxable income and the number of tax benefits likely to be available in the future are based on a medium term business plan prepared by management on the basis of reasonable expectations.

3. SEGMENT REPORTING

The Group determines operating segments based on performance reports which are reviewed by the Board and key personnel of Senior Management and updated upon changes.

The Group considers the business for the type of products and services offered, identifying the following operating segments:

a-Retail Banking – Includes both the granting of loans and other credit products such as deposits from individuals.
b-Corporate Banking – Includes advisory services at a corporate and financial level, as well as the administration of assets and loans targeted to big clients.
c-Treasury – Includes operations with Government Securities of the Group, syndicated loans and financial lease.
d-Consumer – Includes loans and other credit products targeted to middle and lower-middle income sectors and non-financial products and services.
e-Insurance: Includes insurance products, with a focus on life insurance, to targeted customers segments
f-Mutual Fund Administration and Other Segments – Includes MFs administered by the Group. Includes also assets, liabilities and results of Micro Lending S.A.U., Invertir Online.Com Argentina S.A.U.. and InvertirOnline S.A.U

Operating results of the different operating segments of the Group are reviewed individually with the purpose of taking decisions over the allocation of resources and the performance appraisal of each segment. The performance of such segments will be evaluated based on operating earnings and losses and is measured consistently with operating earnings and losses of the consolidated earnings and losses statement.

When a transaction is carried out, transfer prices between segments are taken in an independent and equitative manner, as in cases of transactions with third parties. Later, income, expenses and results from transfers between operating segments are removed from the consolidation.

The following chart includes information by segment measured in accordance with IAS 29, as of December 31, 2019, 2018 and 2017:

Asset by segments Retail
Banking
  Corporate
Banking
  Treasury  Consumer  Insurance  Adm, MF
and other
segments
  Adjustments  Total as of
12.31.2019
 
Cash and due from banks  7,691,602   1,022,915   16,870,526   321,145   3,385   2,420,972   (1,927,446)  26,403,099 
Debt securities at fair value through profit or loss  -   -   312,306   92,762   -   163,433   -   568,501 
Loans and other financing  36,757,453   43,426,550   3,720,408   5,036,973   453,978   30,746   (1,416,097)  88,010,011 
Other Assets  2,525,566   1,335,130   17,533,288   2,975,202   1,091,343   538,602   7,703,949   33,703,080 
Total Assets  46,974,621   45,784,595   38,436,528   8,426,082   1,548,706   3,153,753   4,360,406   148,684,691 

F-34

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Liabilities by segments Retail
Banking
  Corporate
Banking
  Treasury  Consumer  Insurance  Adm, MF
and other
segments
  Adjustments  Total as of
12.31.2019
 
Deposits  59,571,804   14,479,560   15,676,584   1,634,091   -   -   (2,353,862)  89,008,177 
Financing received from the Argentine Central Bank and others  12,605   -   8,998,732   949,764   -   46,020   (989,524)  9,017,597 
Negotiable obligations  108,506   76,568   5,885,843   -   -   15,558   -   6,086,475 
Other liabilities  4,469,288   1,660,750   4,344,219   3,194,412   757,986   2,583,709   4,126,683   21,137,047 
Total Liabilities  64,162,203   16,216,878   34,905,378   5,778,267   757,986   2,645,287   783,297   125,249,296 

Result by segments Retail
Banking
  Corporate
Banking
  Treasury  Consumer  Insurance  Adm. MF
and other
segments
  Adjustments  For the year
ended
12.31.2019
 
Interests income  19,943,285   16,620,870   4,504,500   5,020,100   -   223,067   (1,517,227)  44,794,595 
Interest Expense  (9,330,992)  (2,914,797)  (21,148,187)  (3,140,068)  -   (133,753)  1,754,346   (34,913,451)
Distribution of results by the Treasury  4,735,940   -6,707,314   1,971,374   -   -   -   -   - 
Net interest income  15,348,233   6,998,759   -14,672,313   1,880,032   -   89,314   237,119   9,881,144 
Net income from financial instruments at fair value through profit or loss  10,257   -   20,078,197   243,387   386,589   97,619   144,917   20,960,966 
Exchange rate differences on gold and foreign currency  1,910,742   206,955   (2,483,544)  8,202   1,233   21,725   10,617   (324,070)
NIFFI And Exchange Rate Differences  1,920,999   206,955   17,594,653   251,589   387,822   119,344   155,534   20,636,896 
Net Financial Income  17,269,232   7,205,714   2,922,340   2,131,621   387,822   208,658   392,653   30,518,040 
Services Fee Income  5,457,779   922,499   36,923   1,787,165   -   637,936   (242,695)  8,599,607 
Services Fee Expenses  (1,453,790)  (122,345)  (48,859)  (653,485)  -   (30,416)  64,925   (2,243,970)
Income from insurance activities  -   -   -   -   1,195,580   -   197,776   1,393,356 
Net Service Fee Income  4,003,989   800,154   (11,936)  1,133,680   1,195,580   607,520   20,006   7,748,993 
Subtotal  21,273,221   8,005,868   2,910,404   3,265,301   1,583,402   816,178   412,659   38,267,033 
Result from exposure to changes in the purchasing power of money  (1,577,053)  (1,863,177)  (393,524)  (838,689)  (884,821)  (349,376)  547,075   (5,359,565)
Other operating income  1,119,911   735,451   343,425   417,651   7,485   155,955   (24,611)  2,755,267 
Loan loss provisions  (2,919,371)  (3,586,981)  24,645   (1,292,881)  -   37,720   -   (7,736,868)
Net operating income  17,896,708   3,291,161   2,884,950   1,551,382   706,066   660,477   935,123   27,925,867 
Personnel expenses  (9,762,313)  (1,826,316)  (650,090)  (1,278,332)  (187,524)  (304,708)  (155,006)  (14,164,289)
Administration expenses  (4,902,930)  (659,642)  (310,553)  (1,169,952)  (263,978)  (265,146)  (1,342)  (7,573,543)
Depreciations and impairment of non-financial assets  (1,306,002)  (265,234)  (71,296)  (100,299)  (9,366)  (6,621)  (55,853)  (1,814,671)
Other operating expenses  (3,399,168)  (1,698,769)  (510,621)  (635,888)  (1,229)  (99,533)  (13,083)  (6,358,291)
Operating (loss) / income  (1,473,705)  (1,158,800)  1,342,390   (1,633,089)  243,969   -15,531   709,839   (1,984,927)
Income from associates and joint ventures  -   -   -   3,357   -   -   (3,357)  - 
Result before taxes  (1,473,705)  (1,158,800)  1,342,390   (1,629,732)  243,969   (15,531)  706,482   (1,984,927)
Income tax  10,427   1,523   17,516   541,324   (221,592)  (86,158)  (431,735)  (168,695)
Net (loss) / income  (1,463,278)  (1,157,277)  1,359,906   (1,088,408)  22,377   (101,689)  274,747   (2,153,622)
Net (loss) / income for  the  year attributable to owners of the parent company  (1,463,278)  (1,157,277)  1,359,906   (1,088,408)  22,377   (101,689)  276,769   (2,151,600)
Net loss for the year attributable to non-controlling interest  -   -   -   -   -   -   (2,022)  (2,022)
Other comprehensive (loss) / income  (37,056)  (26,149)  (65,995)  -   81,366   -   1   (47,833)
Other comprehensive (loss) / income attributable to owners of the parent company  (37,056)  (26,149)  (65,995)  -   81,366   -   133   (47,701)
Other comprehensive loss attributable to non-controlling interest  -   -   -   -   -   -   (132)  (132)
Comprehensive (loss) / income for the year  (1,500,334)  (1,183,426)  1,293,911   (1,088,408)  103,743   (101,689)  274,748   (2,201,455)
Comprehensive (loss) / income attributable to owners of the parent company  (1,500,334)  (1,183,426)  1,293,911   (1,088,408)  103,743   (101,689)  276,902   (2,199,301)
Comprehensive loss attributable to non-controlling interest  -   -   -   -   -   -   (2,154)  (2,154)

F-35

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Asset by segments Retail
Banking
  Corporate
Banking
  Treasury  Consumer  Insurance  Adm. MF
and other
segments
  Adjustments  Total as of
12.31.2018
 
Cash and due from banks  7,239,531   500,337   43,851,308   94,475   4,823   895,461   (763,563)  51,822,372 
Debt securities at fair value through profit or loss  -   -   22,984,545   -   153,895   108,889   -   23,247,329 
Loans and other financing  47,358,154   59,764,723   4,345,135   9,862,852   706,712   926,389   (4,192,330)  118,771,635 
Other Assets  1,755,720   123,346   8,711,917   2,669,278   573,006   970,498   9,387,709   24,191,474 
Total Assets  56,353,405   60,388,406   79,892,905   12,626,605   1,438,436   2,901,237   4,431,816   218,032,810 

Liabilities by segments Retail
Banking
  Corporate
Banking
  Treasury  Consumer  Insurance  Adm. MF
and other
segments
  Adjustments  Total as of
12.31.2018
 
Deposits  79,499,070   14,492,455   50,620,684   2,565,917   -   -   (1,181,925)  145,996,201 
Financing received from the Argentine Central Bank and others  16,657   11,095,730   1,209,680   3,911,307   -   283,892   (4,160,160)  12,357,106 
Negotiable obligations  -   -   11,412,744   2,005,981   -   78,633   820,087   14,317,445 
Other liabilities  4,910,579   1,554,733   2,981,986   2,654,830   595,742   1,735,797   4,825,996   19,259,663 
Total Liabilities  84,426,306   27,142,918   66,225,094   11,138,035   595,742   2,098,322   303,998   191,930,415 

Result by segments Retail
Banking
  Corporate
Banking
  Treasury  Consumer  Insurance  Adm. MF
and other
segments
  Adjustments  For the year
ended
12.31.2018
 
Interests income  20,200,645   16,516,702   2,777,378   8,099,756   60,224   457,730   (1,322,399)  46,790,036 
Interest Expense  (5,994,400)  (2,040,304)  (16,754,056)  (2,996,575)  -   (348,189)  1,346,134   (26,787,390)
Distribution of results by Treasury  1,148,153   (6,594,932)  5,446,779   -   -   -   -   - 
Net interest income  15,354,398   7,881,466   (8,529,899)  5,103,181   60,224   109,541   23,735   20,002,646 
Net income from financial instruments at fair value through profit or loss  70,152   -   8,625,394   (899,758)  265,112   84,746   1,561,749   9,707,395 
Exchange rate differences on gold and foreign currency  1,270,863   123,169   330,812   6,847   (8)  35,431   (33,877)  1,733,237 
NIFFI And Exchange Rate Differences  1,341,015   123,169   8,956,206   (892,911)  265,104   120,177   1,527,872   11,440,632 
Net Financial Income  16,695,413   8,004,635   426,307   4,210,270   325,328   229,718   1,551,607   31,443,278 
Services Fee Income  5,418,126   831,023   40,506   2,215,442   -   677,975   -64,366   9,118,706 
Services Fee Expenses  (1,232,265)  (103,137)  (85,134)  (758,049)  -   (32,149)  29,114   (2,181,620)
Income from insurance activities  -   -   -   -   1,025,991   -   279,531   1,305,522 
Net Service Fee Income  4,185,861   727,886   (44,628)  1,457,393   1,025,991   645,826   244,279   8,242,608 
Subtotal  20,881,274   8,732,521   381,679   5,667,663   1,351,319   875,544   1,795,886   39,685,886 
Result from exposure to changes in the purchasing power of money  (1,835,081)  (2,365,062)  (1,562,400)  (885,652)  (399,486)  (186,231)  (2,019,109)  (9,253,021)
Other operating income  1,486,750   1,415,572   117,166   812,447   6,636   141,375   (174,812)  3,805,134 
Loan loss provisions  (2,557,593)  (1,332,146)  (24,995)  (3,934,373)  -   (117,924)  -   (7,967,031)
Net operating income / (loss)  17,975,350   6,450,885   (1,088,550)  1,660,085   958,469   712,764   (398,035)  26,270,968 
Personnel expenses  (8,803,439)  (1,574,602)  (543,288)  (1,791,966)  (171,808)  (294,857)  (324,340)  (13,504,300)
Administration expenses  (5,652,992)  (730,139)  (283,864)  (1,436,941)  (233,661)  (300,768)  22,969   (8,615,396)
Depreciations and impairment of non-financial assets  (398,291)  (127,812)  (28,250)  (70,023)  (7,522)  (2,615)  (30,641)  (665,154)
Other operating expenses  (3,557,128)  (1,570,475)  (439,465)  (963,097)  (1,021)  (82,067)  (19,908)  (6,633,161)
Operating (loss) / income  (436,500)  2,447,857   (2,383,417)  (2,601,942)  544,457   32,457   (749,955)  (3,147,043)
Income from associates and joint ventures  -   -   -   (6,881)  -   -   6,881   - 
Result before taxes  (436,500)  2,447,857   (2,383,417)  (2,608,823)  544,457   32,457   (743,074)  (3,147,043)
Income tax  (337,442)  (635,966)  (138,783)  361,888   (236,071)  (58,690)  (510,010)  (1,555,074)
Net (loss) / income  (773,942)  1,811,891   (2,522,200)  (2,246,935)  308,386   (26,233)  (1,253,084)  (4,702,117)
Net (loss) / income for  the  year attributable to owners of the parent company  (733,224)  1,811,891   (2,522,200)  -2,246,935   308,386   (26,233)  (1,249,735)  (4,658,050)
Net loss for the year attributable to non-controlling interest  (40,718)  -   -   -   -   -   (3,349)  (44,067)
Other comprehensive (loss) / income  (24,855)  189,655   186,199   318   (1,658)  -   21,958   371,617 
Other comprehensive (loss) / income attributable to owners of the parent company  (24,855)  189,655   186,199   318   (1,658)  -   21,572   371,231 
Other comprehensive income attributable to non-controlling interest  -   -   -   -   -   -   386   386 
Comprehensive (loss) / income for the year  (798,797)  2,001,546   (2,336,001)  (2,246,617)  306,728   (26,233)  (1,231,126)  (4,330,500)
Comprehensive (loss) / income attributable to owners of the parent company  (758,079)  2,001,546   (2,336,001)  (2,246,617)  306,728   (26,233)  (1,228,163)  (4,286,819)
Comprehensive loss attributable to non-controlling interest  (40,718)  -   -   -   -   -   (2,963)  (43,681)

F-36

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Asset by segments Retail
Banking
  Corporate
Banking
  Treasury  Consumer  Insurance  Adm. MF
and other
segments
  Adjustments  Total as of
12.31.2017
 
Cash and due from banks  6,357,430   590,773   18,104,666   165,664   6,841   541   (20,592)  25,205,323 
Debt securities at fair value through profit or loss  -   -   25,052,554   172,260   -   -   677,370   25,902,184 
Loans and other financing  48,927,312   68,919,197   5,133,358   15,113,729   216,278   39,326   (4,347,840)  134,001,360 
Other Assets  958,922   27,501   11,909,500   3,251,455   1,155,018   435,670   5,180,855   22,918,921 
Total Assets  56,243,664   69,537,471   60,200,078   18,703,108   1,378,137   475,537   1,489,793   208,027,788 

Liabilities by segments Retail
Banking
  Corporate
Banking
  Treasury  Consumer  Insurance  Adm. MF
and other
segments
  Adjustments  Total as of
12.31.2017
 
Deposits  80,026,461   10,482,457   36,399,868   1,600,834   -   -   (390,330)  128,119,290 
Financing received from the Argentine Central Bank and others  14,796   6,253,027   1,398,610   439,402   -   -   (97,680)  8,008,155 
Negotiable obligations  -   -   14,612,858   4,341,420   -   -   553,573   19,507,851 
Other liabilities  7,773,656   1,948,346   11,403,533   9,535,194   554,777   203,894   (10,242,223)  21,177,177 
Total Liabilities  87,814,913   18,683,830   63,814,869   15,916,850   554,777   203,894   (10,176,660)  176,812,473 

Result by segments Retail
Banking
  Corporate
Banking
  Treasury  Consumer  Insurance  Adm. MF
and other
segments
  Adjustments  For the year
ended
12.31.2017
 
Interest Income  15.485.230   9.193.774   2.150.111   8.389.548   -   -   (968.139)  34.250.524 
Interest Expense  (3.737.355)  (451.503)  (6.995.270)  (2.648.088)  -   (29)  1.049.288   (12.782.957)
Distribution of results by Treasury  2.662.554   (5.253.561)  2.591.007   -   -   -   -   - 
Net interest income  14.410.429   3.488.710   (2.254.152)  5.741.460   -   (29)  81.149   21.467.567 
Net income from financial instruments at fair value through profit or loss  (28.907)  -   4.425.101   (634.803)  235.516   64.910   1.392.537   5.454.354 
Exchange rate differences on gold and foreign currency  365.444   (104.511)  325.848   8.356   -   1.831   7.766   604.734 
NIFFI And Exchange Rate Differences  336.537   (104.511)  4.750.949   (626.447)  235.516   66.741   1.400.303   6.059.088 
Net Financial Income  14.746.966   3.384.199   2.496.797   5.115.013   235.516   66.712   1.481.452   27.526.655 
Services Fee Income  5.722.307   1.130.057   41.992   1.721.223   -   513.216   199.170   9.327.965 
Services Fee Expenses  (1.250.037)  (59.582)  (44.019)  (178.106)  -   -   (345.668)  (1.877.412)
Income from insurance activities  -   -   -   -   983.795   -   399.914   1.383.709 
Net Service Fee Income  4.472.270   1.070.475   (2.027)  1.543.117   983.795   513.216   253.416   8.834.262 
Subtotal  19.219.236   4.454.674   2.494.770   6.658.130   1.219.311   579.928   1.734.868   36.360.917 
Result from exposure to changes in the purchasing power of money  (948.332)  (1.153.660)  (469.255)  (264.439)  (217.545)  (40.496)  (892.463)  (3.986.190)
Other operating income  1.806.462   604.994   145.679   1.378.346   4.890   (3.770)  (1.109.125)  2.827.476 
Loan loss provisions  (2.165.779)  (445.109)  (10.574)  (3.576.034)  -   -   (6.852)  (6.204.348)
Net operating income / (loss)  17.911.587   3.460.899   2.160.620   4.196.003   1.006.656   535.662   (273.572)  28.997.855 
Personnel expenses  (8.925.324)  (1.653.483)  (610.812)  (1.887.567)  (169.025)  (93.129)  (99.825)  (13.439.165)
Administration expenses  (5.409.736)  (684.388)  (323.670)  (1.717.251)  (214.828)  (24.521)  808.100   (7.566.294)
Depreciations and impairment of non-financial assets  (589.546)  (130.233)  (152.759)  (76.898)  (7.024)  (266)  (93)  (956.819)
Other operating expenses  (3.993.643)  (1.028.888)  (351.944)  (964.378)  (2.598)  (20.783)  (32.308)  (6.394.542)
Operating (loss) / income  (1.006.662)  (36.093)  721.435   (450.091)  613.181   396.963   402.302   641.035 
Income from associates and joint ventures  -   -   -   10.411   -   -   (10.411)  - 
Result before taxes  (1.006.662)  (36.093)  721.435   (439.680)  613.181   396.963   391.891   641.035 
Income tax  (184.935)  (222.877)  (583.091)  (398.280)  (244.960)  (150.825)  (17.901)  (1.802.869)
Net (loss) / income  (1.191.597)  (258.970)  138.344   (837.960)  368.221   246.138   373.990   (1.161.834)
Net (loss) / income for  the  year attributable to owners of the parent company  (1.192.896)  (258.970)  138.344   (837.960)  368.221   246.138   376.658   (1.160.465)
Net income / (loss) for the year attributable to non-controlling interest  1.299   -   -   -   -   -   (2.668)  (1.369)
Other comprehensive income / (loss)  6.998   7.879   2.889   (111)  57.915   -   (3.450)  72.120 
Other comprehensive income / (loss) attributable to owners of the parent company  6.998   7.879   2.889   (111)  57.915   -   (3.470)  72.100 
Other comprehensive income attributable to non-controlling interest  -   -   -   -   -   -   20   20 
Comprehensive (loss) / income for the year  (1.184.599)  (251.091)  141.233   (838.071)  426.136   246.138   370.540   (1.089.714)
Comprehensive (loss) / income attributable to owners of the parent company  (1.185.898)  (251.091)  141.233   (838.071)  426.136   246.138   373.188   (1.088.365)
Comprehensive income (loss) attributable to non-controlling interest  1.299   -   -   -   -   -   (2.648)  (1.349)

F-37

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

4. INCOME TAX

On December 21, 2019, the National Executive enacted Income Tax Law 27,541. This law has introduced several changes to the previous income tax treatment. Some of the key changes involved in the reform include:

Article 27 of the Law stipulates that the inflation adjustment, positive or negative, corresponding to the first and second fiscal year beginning on January 1, 2019, should allocate a sixth (1/6) in that fiscal period and the remaining five sixth (5/6), in equal parts, in the next five (5) immediate fiscal periods.

In turn, it is clarified that said provision does not preclude the allocation of the remaining thirds corresponding to previous periods, calculated in accordance with the previous version of article 194 of the Income Tax Law.

Article 48 of the Law 27,541 establishes that until the fiscal years beginning as of January 1, 2021 inclusive, the tax rate will be thirty percent (30%) -Dividends or distributed profits will be 7%.

The following table reconciles the statutory income tax rate in Argentina to the Group´s effective tax rate as of December 31, 2019, 2018 and 2017:

  12/31/2019  12/31/2018  12/31/2017 
Current income tax  (412,963)  (741,754)  (2,043,564)
Income tax – deferred method  244,268   (813,320)  240,695 
Income tax allotted in the Income Statement  (168,695)  (1,555,074)  (1,802,869)
Income tax allotted in Other comprehensive income  7,716   (123,042)  (32,434)
Total Income Tax Charge  (160,979)  (1,678,115)  (1,835,303)

The following is a reconciliation between the income tax charged to income as of December 31, 2019, 2018 and 2017, and 2016,that which would result from applying the minimum capital requirements as appliedcurrent tax rate on the accounting profit

  12/31/2019  12/31/2018  12/31/2017 
Income before taxes  (1,984,927)  (3,147,043)  641,035 
Tax rate  30%  30%  35%
Income for the year at tax rate  595,478   944,113   (224,362)
Permanent differences at tax rate:            
Result from exposure to changes in the purchasing power of money  (1,607,870)  (2,818,203)  (1,395,167)
Deductible investments  57,216   323,526   41,307 
Tax inflation adjustment  1,775,525   -   (397,406)
Others  (989,044)  (4,510)  172,759 
Income tax  (168,695)  (1,555,074)  (1,802,869)

F-38

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the Bank wereyears ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

4.1Deferred tax

The net position of the deferred tax is as follows:

 

 

 

Minimum Capital

 

Computable Capital

 

Computable Capital as a %
of Minimum Capital

 

December 31, 2017

 

Ps.

6,170,705

 

Ps.

10,430,163

 

169,0

 

December 31, 2016

 

Ps.

4,187,509

 

Ps.

6,146,853

 

146,8

 

  12/31/2019  12/31/2018 
Deferred tax assets  1,671,195   1,264,222 
Deferred tax liability  (506,291)  (343,586)
Net assets by deferred tax  1,164,904   920,636 
         
Deferred taxes to be recovered in more than 12 months  1,515,532   1,154,710 
Deferred taxes to be recovered in 12 months  155,663   109,512 
Subtotal – Deferred tax assets  1,671,195   1,264,222 
Deferred taxes to be paid in more than 12 months  -   (237,571)
Deferred taxes to be paid in 12 months  (506,291)  (106,015)
Subtotal – Deferred tax liabilities  (506,291)  (343,586)
Total Net Assets by deferred Tax  1,164,904   920,636 

Deferred tax assets / (liabilities) are summarized as follows:

  Balance at
12/31/2018
  (Charge)/Credit
to Income
  Balance at
12/31/2019
 
Intangible assets  (384,706)  (317,274)  (701,980)
Retirement plans  88,468   (4,003)  84,465 
Loan Loss Reserves  1,609,515   (688,632)  920,883 
Property, plant and equipment  (517,564)  (389,819)  (907,383)
Foreign Currency  (126,045)  64,558   (61,487)
Loss Carry Forward  247,083   (82,059)  165,024 
Inflation adjustment credit  -   1,492,842   1,492,842 
Provisions  -   196,064   196,064 
Others  3,885   (27,409)  (23,524)
Total  920,636   244,268   1,164,904 

  Balance at
12/31/2017
  (Charge)/Credit
to Income
  Balance at
12/31/2018
 
Intangible assets  (74,203)  (310,503)  (384,706)
Retirement plans  407,656   (319,188)  88,468 
Loan Loss Reserves  1,311,637   297,878   1,609,515 
Property, plant and equipment  (273,683)  (243,881)  (517,564)
Foreign Currency  (121,998)  (4,047)  (126,045)
Loss Carry Forward  -   247,083   247,083 
Others  484,547   (480,662)  3,885 
Total  1,733,956   (813,320)  920,636 

5. FINANCIAL INSTRUMENTS

Financial instruments held by the Group as of December 31, 2019 and 2018:

Financial Instruments as of 12/31/2019 Fair value -
PL
  Amortized Cost  Fair value -
OCI
  Total 
Assets            
- Cash and due from banks  29,910   26,373,189   -   26,403,099 
- Debt securities at fair value through profit or loss  568,501   -   -   568,501 
- Derivatives  257,587   -   -   257,587 
- Other financial assets  1,101,531   995,335   -   2,096,866 
- Loans and other financing  -   88,010,011   -   88,010,011 
- Other debt securities  -   3,287,385   7,171,171   10,458,556 
- Financial assets in guarantee  4,924,540   409,164   -   5,333,704 
- Investments in Equity Instruments  5,796   -   8,783   14,579 
Total Assets  6,887,865   119,075,084   7,179,954   133,142,903 
Liabilities                
- Deposits      89,008,177   -   89,008,177 
- Liabilities at fair value through profit or loss  189,554   -   -   189,554 
- Derivates      319,817   -   319,817 
- Other financial liabilities  5,996,738   3,118,827   -   9,115,565 
- Financing received from the Argentine Central Bank and other financial institutions  -   9,017,597   -   9,017,597 
- Unsubordinated Negotiable obligations  -   6,086,475   -   6,086,475 
-Subordinated Negotiable Obligations  -   2,119,888   -   2,119,888 
Total Liabilities  6,186,292   109,670,781   -   115,857,073 

F-39

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Financial Instruments as of 12/31/2018 Fair value -
PL
  Amortized Cost  Fair value -
OCI
  Total 
Assets                
- Cash and due from banks  15,997   51,806,375   -   51,822,372 
- Debt securities at fair value through profit or loss  23,247,329   -   -   23,247,329 
- Derivatives  24,496   -   -   24,496 
- Other financial assets  23,181   2,588,976   -   2,612,157 
- Loans and other financing  -   118,771,635   -   118,771,635 
- Other debt securities  -   6,458,727   173,134   6,631,861 
- Financial assets in guarantee  2,896,049   191,701   -   3,087,750 
- Investments in Equity Instruments  2,466   -   13,539   16,005 
Total Assets  26,209,518   179,817,414   186,673   206,213,605 
Liabilities                
- Deposits  -   145,996,201   -   145,996,201 
- Liabilities at fair value through profit or loss  412,403   -   -   412,403 
- Derivates  144,944   -   -   144,944 
- Other financial liabilities  4,472,991   2,091,405   -   6,564,396 
- Financing received from the Argentine Central Bank and other financial institutions  23,023   12,334,083   -   12,357,106 
- Unsubordinated Negotiable obligations  -   14,317,445   -   14,317,445 
-Subordinated Negotiable Obligations  -   2,128,759   -   2,128,759 
Total Liabilities  5,053,361   176,867,893   -   181,921,254 

6. FAIR VALUES

6.1Fair Value ​​of Financial Instruments

The Group classifies fair values of financial instruments in a three level hierarchy according to the reliability of the inputs used to determine them.

Fair Value level 1: The fair value of financial instruments traded in active markets (such as publicly-traded derivatives, debt securities or available for sale) is based on market quoted prices as of the date of the reporting period. If the quoted price is available and there is an active market for the instrument, it will be included in Level 1. Otherwise, it will be included in Level 2.

Fair Value level 2: The fair value of financial instruments which are not traded in active markets, such as over-the-counter derivatives, is determined using valuation techniques that maximize the use of observable market data and rely the least possible on the Group’s specific estimates. If all significant inputs required to determine fair value a financial instrument are observable, such instrument is included in level 2. If the inputs used to determine the price are not observable, the instrument will be included in Level 3.

Fair Value level 3: If one or more significant inputs are not based on observable market data, the instrument is included in level 3.

F-40

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

The Group’s financial instruments measured at fair value as of December 31, 2019 and 2018 are detailed below:

Financial Instruments as of 12/31/2019 FV level 1  FV level 2  FV level 3  Total 
Assets                
- Cash and due from banks  29,910   -   -   29,910 
- Debt securities at fair value through profit or loss  564,830   -   3,671   568,501 
- Derivatives  257,587   -   -   257,587 
- Other financial assets  1,101,531   -   -   1,101,531 
- Other debt securities  7,171,171   -   -   7,171,171 
- Financial assets in guarantee  4,924,540   -   -   4,924,540 
- Investments in Equity Instruments  5,796   8,783   -   14,579 
Total Assets  14,055,365   8,783   3,671   14,067,819 
Liabilities                
- Liabilities at fair value through profit or loss  189,554   -   -   189,554 
- Other financial liabilities  5,996,738   -   -   5,996,738 
Total Liabilities  6,186,292   -   -   6,186,292 

Financial Instruments as of 12/31/2018 FV level 1  FV level 2  FV level 3  Total 
Assets                
- Cash and due from banks  15,997   -   -   15,997 
- Debt securities at fair value through profit or loss  5,761,365   17,485,964   -   23,247,329 
- Derivatives  24,496   -   -   24,496 
- Other financial assets  23,181   -   -   23,181 
- Other debt securities  173,134   -   -   173,134 
- Financial assets in guarantee  2,896,049   -   -   2,896,049 
- Investments in Equity Instruments  2,466   13,539   -   16,005 
Total Assets  8,896,688   17,499,503   -   26,396,191 
Liabilities                
- Liabilities at fair value through profit or loss  412,403   -   -   412,403 
- Derivative instruments  -   144,944   -   144,944 
- Other financial liabilities  4,472,991   -   -   4,472,991 
- Financing received from the Argentine Central Bank and other financial institutions  23,023   -   -   23,023 
Total Liabilities  4,908,417   144,944   -   5,053,361 

Below is shown the reconcilation of the financial instruments classiffied as Fair Value Level 3:

FV level 3 12/31/2018  Transfers(*)  Additions  Disposals  P/L  12/31/2019 
Assets                  
- Debt securities at fair value through profit or loss  -   3,671   -   -   -   3,671 

(*) The transfer was due to the lack of observable prices, directly or indirectly, for the measurement of this Financial Instruments

The Group’s policy is to recognize transfers between fair value levels only at end of period. The transfers were produced by the classification as Level 3 of the financial instruments with lack of observable prices.

Valuation Techniques

Valuation techniques to determine fair values Level 2 and Level 3 include the following:

-Market or quoted prices for similar instruments.
-The estimated present value of instruments.

F-41

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GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

The valuation technique to determine fair value Level 2 is based on inputs other than the quoted price included in Level 1 that are readily observable for the asset or liability (i.e., prices).

For Level 3, the Group uses valuation techniques through spot rate curves which calculate the yield upon market prices.

These valuation techniques are detailed below:

- Interpolation model: It consists of the determination of the value of financial instruments that do not have a market price at the closing date, based on quoted prices for similar assets (both in terms of issue, currency, and duration) in the active markets ( MAE, Bolsar or secondary) through the linear interpolation of them. This technique has been used by the Entity to determine the fair value of the instruments issued by the BCRA and Treasury Bills without quotation at the end of this period.

- Performance Curve Model under Nelson Siegel: This model proposes a continuous function to model the trajectory of the instant forward interest rate considering as a domain the term comprised until the next interest and / or capital payment. It consists in the determination of the instrument’s price estimating for this the volatility through market curves. The Entity has used this model to estimate prices in negotiable obligations or financial instruments with variable interest rate.

The principal inputs considered by the Group for its determination of fair values ​​under the linear interpolation model are:

- Instrument prices that were quoted between the date the curve is estimated and the settlement date of the latest payment available.

- Implicit rates in the last available tender.

- Only instruments that have been traded with a 24-hour settlement are considered.

- If the same instrument has been listed on MAE (“Mercado Abierto Electrónico”) and Bolsar, only the market price that has been traded in the market with higher volume is considered

- The yield curve is standardized based on a set of nodes, each of which has an associated expiration date.

- Instruments denominated in US dollars are converted at the exchange rate on the date the instrument is negotiated.

Likewise, for the determination of fair values ​​under the Nelson Siegel model, the main data and aspects considered by the Entity were:

- The Spot rate curves in pesos + BADLAR and the Spot rate curve in US dollars are established based on bonds predefined by Financial Risk Management.

- The main source of prices for Bonds is MAE, without considering those corresponding to operations for own portfolio.

- The portfolio of bonds used as input is changed with every issuance.

The Group periodically evaluates the performance of the models based on indicators which have defined tolerance thresholds.

Under IFRS, the estimated residual value of an instrument at inception is generally the transaction price.

In the event that the transaction price differs from the determined fair value, the difference will be recognized in the statement of results proportionally for the duration of the instrument.

6.2        Fair Value of other Financial Instruments

The following describes the methodologies and assumptions used to determine the fair values ​​of financial instruments not recorded at their fair value in these financial statements:

- Assets whose fair value is similar to book value: For financial assets and liabilities that are liquid or have short-term maturities (less than three months), the book value is considered to be similar to fair value.

- Fixed rate financial instruments: The fair value of financial assets was determined by discounting future cash flows at the current market rates offered, for each year, for financial instruments with similar characteristics. The estimated fair value of deposits with a fixed interest rate was determined by discounting future cash flows through the use of market interest rates for deposits with maturities similar to those of the Bank's portfolio.

- For listed assets and the quoted debt, fair value was determined based on market prices.

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GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Below is the difference between the carrying amount and the fair value of the main assets and liabilities recorded at amortized cost as of December 31, 2019 and 2018, respectively:

Other Financial Instruments as of 12/31/2019 Book value  Fair value  FV Level 1  FV Level 2  FV Level 3 
Financial Assets                    
-Cash and due from Banks  26,373,189   26,373,189   26,373,189   -   - 
-Other financial assets  995,335   995,335   995,335   -   - 
-Loans and other financing  88,010,011   91,637,500   -   -   91,637,500 
- Other Debt Securities  3,287,385   3,370,171   3,370,171   -   - 
-Financial assets in guarantee  409,164   409,164   409,164   -   - 
   119,075,084   122,785,359   31,147,859   -   91,637,500 
Financial Liabilities                    
-Deposits  89,008,177   89,009,817   -   -   89,009,817 
-Repo transactions  319,817   319,817   319,817   -   - 
-Other financial liabilities  3,118,827   3,174,432   3,174,432   -   - 
-Financing received from the BCRA and other financial institutions  9,017,597   8,778,079   -   -   8,778,079 
- Unsubordinated Negotiable obligations  6,086,475   6,086,475   6,086,475   -   - 
- Subordinated Negotiable Obligations  2,119,888   2,368,114   2,368,114   -   - 
   109,670,781   109,736,734   11,948,838   -   97,787,896 

Other Financial Instruments as of 12/31/2018 Book value  Fair value  FV Level 1  FV Level 2  FV Level 3 
Financial Assets                    
-Cash and due from Banks  51,806,375   51,806,375   51,806,375   -   - 
-Other financial assets  2,588,976   2,588,976   2,588,976   -   - 
-Loans and other financing  118,771,635   138,529,292   -   -   138,529,292 
- Other Debt Securities  6,458,727   6,466,670   6,466,670   -   - 
-Financial assets in guarantee  191,701   191,701   191,701   -   - 
   179,817,414   199,583,014   61,053,722   -   138,529,292 
Financial Liabilities                    
-Deposits  145,996,201   145,629,417   -   -   145,629,417 
-Other financial liabilities  2,091,405   2,091,405   2,091,405   -   - 
-Financing received from the BCRA and other financial institutions  12,334,083   10,134,114   53,055   -   10,081,059 
- Unsubordinated Negotiable obligations  14,317,445   12,232,833   12,232,833   -   - 
- Subordinated Negotiable Obligations  2,128,759   2,109,793   2,109,793   -   - 
   176,867,893   172,197,562   16,487,086   -   155,710,476 

6.3        Fair Value of Equity instruments

The following are the equity instruments measured at Fair Value with changes in profit or loss as of December 31, 2019 and 2018:

  12/31/2019  12/31/2018 
YPF S.A.  -   1,665 
Grupo Financiero Galicia S.A.  5,796   801 
Loma Negra S.A.  -   - 
Tenaris SA  -   - 
Pampa Energía S.A.  -   - 
Total  5,796   2,466 

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GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

The following are the equity instruments measured at Fair Value with changes in Other Comprehensive Income as of December 31, 2019 and 2018:

  FV at
12/31/2018
  Loss through
OCI
  FV at
12/31/2019
 
MAE  7,092   (2.482)  4,610 
SEDESA  2,483   (869)  1,614 
COELSA  1,414   (495)  919 
PROVINCANJE  417   (145)  272 
CUYO AVAL SGR  1,383   (334)  1,049 
ARGENCONTROL  193   (68)  125 
LOS GROBO SGR  321   (251)  70 
IEBA SA  93   (32)  61 
Others  143   (80)  63 
Total  13,539   (4,756)  8,783 

  FV at
12/31/2017
  Income through
OCI
  Exposure to
changes in
Purchasing Power
  FV at
12/31/2018
 
MAE  10,470   -   (3,378)  7,092 
SEDESA  3,666   -   (1,183)  2,483 
COELSA  2,088   -   (674)  1,414 
PROVINCANJE  615   -   (198)  417 
CUYO AVAL SGR  505   1,229   (351)  1,383 
ARGENCONTROL  285   -   (92)  193 
LOS GROBO SGR  154   255   (88)  321 
IEBA SA  138   -   (45)  93 
Others  63   119   (39)  143 
Total  17,984   1,603   (6,048)  13,539 

7. FINANCE LEASES

7.1 The Group as lessee

(i)The following table shows the carrying amount in the financial position:

  12/31/2019  01/01/2019 
Right-of-use asset        
Land and buildings  988,386   1,354,278 
Lease liability        
Current  467,977   596,813 
Non-current  478,413   757,465 
Total  946,390   1,354,278 

(ii)The following table shows the amounts charged in the income statement:

Items12/31/2019
Right-of-use assets – Depreciation567,192
Interest expenses on lease liabilities (Other operating expenses)212,492

(iii)Lease activities:

The Group leases several branches. Rental agreements are generally made for fixed periods of 1 to 10 years, but may have extension options as described in (iv) below.

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GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Contracts may contain lease components or not. The Group assigns consideration in the contract to the lease and non-lease components based on their independent relative prices. However, for the leases of real estate for which the Group is a lessee, it has chosen not to separate the lease components and those that are not, and instead counts them as a single lease component.

Lease terms are negotiated individually and contain a wide range of different terms and conditions. Lease agreements do not impose other obligations to do or not do, other than the leased assets owned by the lessor. Leased assets cannot be used as collateral for obtaining loans.

Until 2018, Property, Plant and Equipment leases were classified as operating leases. As of January 1, 2019, leases are recognized as a right-of-use asset by registering a liability as a counterparty on the date on which the leased asset is available for use by the Entity.

Assets and liabilities arising from leases are initially measured based on the present value. Lease liabilities include the net present value of the following lease payments:

·fixed payments (including fixed payments in substance), less any incentives receivable;
·variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
·amounts expected to be payable by the Group under residual value guarantees;
·the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
·payments of penalties for terminating the lease, if the lease term reflects the Group exercising an option to terminate the lease.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be easily determined, which is generally the case with leases in the Group, the lessee's incremental borrowing rate is used, which is the rate that the individual lessee would have to pay to borrow the necessary funds to obtain an asset of similar value to the asset by right of use in a similar economic environment with similar terms, security and conditions.

To determine the incremental interest rate, the Group:

·whenever possible, uses the external financing recently received as a starting point, adjusted to reflect changes in financing conditions since the external financing was received.
·uses a rate determination approach that begins with a risk-free interest rate adjusted for credit risk for leases that the Entity already has for those cases in which it does not have recent third-party financing, and
·makes specific adjustments for the lease, for example, term, currency and guarantee.

The Group is exposed to possible future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they become effective. When adjustments to lease payments based on an index or rate become effective, the lease liability is reassessed and adjusted against the right-of-use asset.

Lease payments are allocated between capital and financial cost. The financial cost is charged to income during the lease period to produce a constant periodic interest rate on the remaining balance of the liability for each period.

The right-of-use assets are measured at cost comprising the following:

·the amount of the initial measurement of the lease liability;
·any lease payment made at or before the commencement date, less any lease incentives received;
·any initial direct costs, and
·an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

The right-of-use assets are generally depreciated during the shortest useful life of the asset and the lease term in a linear fashion.

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GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

Payments associated with short-term leases of equipment and all leases of low-value assets are recognized linearly as an expense in income. Short-term leases are leases with a lease term of 12 months or less and that does not contains a purchase option. Low-value assets include computer equipment and small items of office furniture.

(iv) Extension and termination options

Extension and termination options are included in several property leases. These are used to maximize operational flexibility in terms of managing the assets used in operations. Most of the extension and termination options maintained are exercisable only by the Group and not by the respective lessor.

7.2 The Group as lessor

The following is a breakdown of the maturities of the Group's financial and operating leases receivables and of the current values ​​as of December 31, 2019 and 2018:

Financial Lease Receivables 12/31/2019  12/31/2018 
Up to 1 year  1,783,106   2,627,616 
More than a year up to two years  1,167,248   2,032,214 
From two to three years  665,603   1,147,353 
From three to five years  421,983   681,233 
More than five years  20,379   14,454 
Total  4,058,319   6,502,870 
Unearned financial income  -871,630   (1,355,568)
Net investment in the lease  3,186,689   5,147,302 

The balance of allowance for loan losses related to finance leases amounts to 82,052 and 97,130 as of December 31, 2019 and 2018.

Operating Lease Receivables 12/31/2019  12/31/2018 
Up to 1 year  16,706   3,695 
More than a year up to two years  15,732   3,695 
From two to three years  13,543   2,175 
From three to five years  9,202   0 
Total  55,183   9,565 

8. TRANSFER OF FINANCIAL ASSETS

When the Group transfers financial assets under an agreement that meets all requirements to derecognize such assets, the difference between the carrying amount of those assets and the amount received as consideration is charged to income.

(a)Transfers that do not qualify for derecognition

The following is a detail of the financial assets transferred by the Group that continue to be recognized in its consolidated financial statements as of December 31, 2019 and 2018:

  12/31/2019  12/31/2018 
Securitized Personal Loans        
Asset  1,614,099   1,184,669 
Liabilities  849,775   827,152 
Transfers of receivables with recourse        
Asset  30,201   217,277 
Liabilities  -   113,948 

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GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

(b)Transfers of financial assets that qualify for derecognition

The Group makes, in certain opportunities, non-recourse portfolio sales. In these cases, the Group has not retained any substantial risk or reward regarding the transferred portfolio, and therefore, such portfolio meets derecognition requirements.

9. REPO AND REVERSE REPO TRANSACTIONS

The Group carries out repo transactions in which it performs the spot sale of a security with the related forward purchase thereof, thus substantially retaining all the risks and rewards associated with the instruments and recognizing them in "Financial Assets Pledged as Collateral" at year-end, as the provisions set out in point 3.4.2 (Derecognition of Assets) of IFRS 9 "Financial Instruments") are not met.

The residual values ​​of assets transferred under repo transactions as of December 31, 2019 and 2018 are detailed below:

Repo Transactions:

Book Value
December 31, 2019319,817
December 31, 2018-

10. DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Group enters into a variety of transactions principally in the foreign exchange stock markets. Most counterparties in the derivative transactions are banks and other financial institutions.

These instruments include:

-Forwards and futures: they are agreements to deliver or take delivery at a specified rate, price or index applied against the underlying asset or financial instrument, at a specific date. Futures are exchange traded at standardized amounts of the underlying asset or financial instrument.
Forwards contracts are OTC agreements and are principally dealt in by the Group in foreign exchange as forward agreements.
-Swaps: they are agreements between two parties with the intention to exchange cash flows and risks at specific date and for a period in the future.
-Options: they confer the right to the buyer, but no obligation, to receive or pay a specific quantity of an asset or financial instrument for a specified price at or before a specified date.

 

As of December 31, 2019 and 2018, the following amounts were recorded for operations related to derivatives:

  12/31/2019  12/31/2018 
Amounts receivable for spot and forward transactions pending settlement  257,587   24,496 
Amounts payable for spot and forward transactions pending settlement  -   (144,944)
   257,587   (120,448)

The following table shows, the notional value of options and outstanding forward and futures contracts as of December 31, 2019 and 2018:

  12/31/2019  12/31/2018 
Forward sales of foreign exchange without delivery of underlying assets  279,833   230,253 
Forward purchases of foreign exchange without delivery of underlying assets  -   1,560,382 

The incomes/(expenses) generated by derivative financial instruments during the years ended December 31, 2019, 2018 and 2017 amounted to 713,616, (2,605,689) and 2016, the Bank and CCF, met all capital adequacy requirements to which are subject.(166,485) respectively.

 

23.Earnings per Share

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GRUPO SUPERVIELLE S.A.

 

BasicNotes to Consolidated Financial Statements

As of December 31, 2019, 2018 and diluted earnings per share are based upon the weighted average of common shares outstanding of Grupo Supervielle. Average shares outstanding were 392,831,769, 319,827,519 2017,

and 151,839,052, for the years ended December 31, 2017, 20162019, 2018 and 2015,2017

(Expressed in thousands of pesos)

11. EARNINGS PER SHARE

Earnings per share are calculated by dividing income attributable to the Group´s shareholders by the weighted average number of outstanding common shares during the period. As the Group does not have preferred shares or debt convertible into shares, basic earnings are equal to diluted earnings per share.

  12/31/2019  12/31/2018  12/31/2017 
Income attributable to shareholders of the group  (2,151,600)  (4,658,050)  (1,160,465)
Weighted average of ordinary shares (thousands)  456,722   456,722   392,832 
Income per share  (4.71)  (10.20)  (2.95)

12. SPECIAL TERMINATION ARRANGEMENTS

Special termination arrangements are principally termination benefits payable to employees who accepted a pre-retirement offer. These benefits are payable during the period between their effective termination date and their retirement age, when they voluntarily accept an irrevocable termination arrangement.

As of December 31, 2019 and 2018, special termination arrangements amounted to Ps. 947,536 and Ps. 609,302, respectively. The amounts charged to profit or loss regarding these benefits as of December 31, 2019 and 2018 were Ps. 527,901 and Ps. 125,547, respectively.

 

The evolution during each period is detailed below:

  12/31/2019  12/31/2018 
Balances at the beginning  609,302   1,025,488 
Charged to profit or loss  527,901   125,547 
Benefits paid to participants  (189,667)  (541,733)
Balances at closing  947,536   609,302 

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GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

13. PROPERTY, PLANT AND EQUIPMENT

Changes in property, plant and equipment for financial years ended on December 31, 2019 and 2018 are as follows:

 Gross carrying amount  Depreciation  Net 
Item At the beginning of the year  Useful Life  Revaluation  Additions  Additions by business combinations  Disposals  At the end of the year  At the beginning of the year  Disposals  Additions by business combinations  Of the Year  Other Movements  At the end of the year  carrying
amount
12/31/2019
 
Cost model                                                        
Furniture and facilities  1,008,692   10   -   -   -   -   1,008,692   (693,705)  -   -   (3,434)  -   (697,139)  311,553 
Machinery and equipment  3,104,196   5   -   192,354   -   (140,581)  3,155,969   (2,495,971)  312,750   -   (624,196)  -   (2,807,417)  348,552 
Vehicles  173,783   5   -   34,806   -   (35,494)  173,095   (58,803)  15,658   -   (31,073)  -   (74,218)  98,877 
Right of use assets  -   -   -   1,503,784   -   -   1,503,784   -   644   -   (567,192)  -   (566,548)  937,236 
Construction in progress  548,023   -   -   113,370   -   (181,216)  480,177   -   -   -   -   -   -   480,177 
Revaluation model                                                        
Land and Buildings  1,863,622   50   (62,080)  108,422   -   (92)  1,909,872   (90,547)  29,791   -   (23,433)  -   (84,189)  1,825,683 
Total  6,698,316       (62,080)  1,952,736   -   (357,383)  8,231,589   (3,339,026)  358,843   -   (1,249,328)  -   (4,229,511)  4,002,078 

 Gross carrying amount  Depreciation  Net 
Item At the beginning of the year  Useful Life  Revaluation  Additions  Additions by business combinations  Disposals  At the end of the year  At the beginning of the year  Disposals  Additions by business combinations  Of the Year  Other Movements  At the end of the year  carrying
amount
12/31/2018
 
Cost model                                                        
Furniture and facilities  930,958   10   -   69,318   9,136   (720)  1,008,692   (624,844)  -   (6,443)  (58,389)  (4,029)  (693,705)  314,987 
Machinery and equipment  2,925,963   5   -   183,808   19,777   (25,352)  3,104,196   (2,229,327)  20,283   (17,485)  (252,056)  (17,386)  (2,495,971)  608,225 
Vehicles  143,263   5   -   54,561   2,769   (26,810)  173,783   (61,193)  15,702   (395)  (12,085)  (832)  (58,803)  114,980 
Construction in progress  658,429   -   -   188,663   -   (299,069)  548,023   -   -   -   -   -   -   548,023 
Revaluation model                                                        
Land and Buildings  1,581,142   50   474,704   -   -   (192,224)  1,863,622   (154,595)  64,048   -   -   -   (90,547)  1,773,075 
Total  6,239,755       474,704   496,350   31,682   (544,175)  6,698,316   (3,069,959)  100,033   (24,323)  (322,530)  (22,247)  (3,339,026)  3,359,290 

F-50

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

13.1 Revaluation of Property, Plant and Equipment

The Group´s properties, plant and equipment measured at revaluation model were valued at each reporting date by an independent expert. The frequency of revaluations ensures fair value of the revalued asset does not differ materially from its carrying amount.

The last revaluation was made on December 31, 2019.

The following are the book values ​​that would have been recognized if the assets had been accounted under the cost model:

Class Revaluation date Revalued amount  Residual Value according to the cost model  Difference 
Land and buildings 12/31/2019  1,825,683   1,887,763   (62,080)
Land and buildings 12/31/2018  1,773,074   1,298,370   474,704 

For all Land and Buildings with a total valuation of 1,825 million as of December 31, 2019, the valuation was determined using sales Comparison Approach prepared by the Group’s management considering a report of an independent expert. Sale prices of comparable properties are adjusted considering the specific aspects of each property, the most relevant premise being the price per meter (Level 3). The Group estimated that, other factors being constant, a 5% reduction on the Sales price per meter for the period ended December 31, 2019 would have reduced the value of the Land and Buildings on 91.2 million, which would impact, net of its tax effect on the "Net Revaluation surplus of property, plant and equipment" item in the statement of comprehensive income.

14. INVESTMENT PROPERTIES

The movements in investment properties for the years ended December 31, 2019 and 2018 were as follows:

Item At the Beginning of the year  Total useful life  P/L for changes in the FV  Additions  Disposals  As of 12/31/2019 
Measurement at fair value                        
Rented properties  635,877   50   (127,130)  3,551,323   (5,333)  4,054,737 
TOTAL INVESTMENT PROPERTIES  635,877       (127,130)  3,551,323   (5,333)  4,054,737 

Item At the Beginning of the year  Total useful life  P/L for changes in the FV  Additions  Disposals  As of 12/31/2018 
Measurement at fair value                        
Rented properties  441,610   50   221,408   16,103   (43,244)  635,877 
TOTAL INVESTMENT PROPERTIES  441,610       221,408   16,103   (43,244)  635,877 

Investment properties are measured at their fair value determined by24.professionally qualified valuersContribution.

For all Investment Properties with a total valuation of 3.878 million as of December 31, 2019, the valuation was determined using sales Comparison Approach prepared by the Group’s management considering a report of an independent expert. Sale prices of comparable properties are adjusted considering the specific aspects of each property, the most relevant premise being the price per meter (Level 3). The Group estimated that, other factors being constant, a 5% reduction on the Sales price per meter for the period ended December 31, 2019 would have reduced the value of the Investment Properties by 193.9 million, which would impact, net of its tax effect on the "Other Operating Income" item in the Income statement.

F-51

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

15. INTANGIBLE ASSETS

Intangible assets of the Group for fiscal years ended on December 31, 2019 and 2018 are as follows:

  Gross carrying amount  Depreciation  Net 
Item At the beginning of the year  Additions  Additions by business combinations  Disposals  At the End of the year  At the beginning of the year  Disposals  By business combinations  Of the year  At the End of the year  carrying amount at 12/31/2019 
Measurement at cost                                            
Goodwill  2,678,965   13,829   -   -   2,692,794   -   -   -   -   -   2,692,794 
Brands  146,907   -   -   -   146,907   -   -   -   -   -   146,907 
Other intangible assets  2,228,054   651,095   -   (4,269)  2,874,880   (883,780)  120   -   (458,407)  (1,342,067)  1,532,813 
TOTAL  5,053,926   664,924   -   (4,269)  5,714,581   (883,780)  120   -   (458,407)  (1,342,067)  4,372,514 

  Gross carrying amount  Depreciation  Net 
Item At the beginning of the year  Additions  Additions by business combinations  Disposals  At the End of the year  At the beginning of the year  Disposals  By business combinations  Of the year  At the End of the year  carrying amount at 12/31/2018 
Measurement at cost                                            
Goodwill  255,323   2,423,642   -   -   2,678,965   -   -   -   -   -   2,678,965 
Brands  -   146,907   -   -   146,907   -   -   -   -   -   146,907 
Other intangible assets  1,723,407   1,300,811   2,520   (798,684)  2,228,054   (1,271,996)  618,809   (2,143)  (228,450)  (883,780)  1,344,274 
TOTAL  1,978,730   3,871,360   2,520   (798,684)  5,053,926   (1,271,996)  618,809   (2,143)  (228,450)  (883,780)  4,170,146 

F-52

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

15.1 Goodwill impairment

Goodwill is assigned to the Deposit Insurance SystemGroup's cash generating units on the basis of the operating segments.

  12/31/2019  12/31/2018 
Supervielle Seguros S.A.  7,115   7,115 
Cordial Compañía Financiera S.A.  177,578   177,578 
Banco Regional de Cuyo S.A.  63,419   63,419 
InvertirOnline S.A.U. / InvertirOnline.Com Argentina S.A.U.  1,355,982   1,355,982 
Micro Lending S.A.U.  1,067,660   1,067,660 
Others  21,040   7,211 
TOTAL  2,692,794   2,678,965 

The recoverable amount of a cash generating unit is determined on the basis of its value in use. These method uses cash flow projections based on approved financial budgets covering a period of five years.

The key assumptions are related to marginal contribution margins. These were determined on the basis of historic performances, other external sources of information and the expectations of market development.

The discount rates used are the respective average cost of capital ("WACC"), which is considered a good indicator of the cost of capital. For each cash generating unit, where the assets are assigned, a specific WACC was determined considering the industry, the country and the size of the business.

The main macroeconomic premises used are detailed below:

  Real  Forecast  Forecast  Forecast  Forecast  Forecast 
  2019  2020  2021  2022  2023  2024 
Inflation (end of period)  54.3%  44.2%  25.3%  17.2%  10.0%  8.5%
Inflation (average)  53.3%  54.6%  29.3%  20.6%  13.1%  9.1%
Cost of funding (end of period)  61.4%  36.8%  25.9%  15.4%  11.5%  11.5%
Cost of funding (average)  65.0%  45.2%  31.4%  19.9%  13.2%  11.5%
Loan’s interest rate (average)  78.3%  61.0%  50.0%  41.8%  39.2%  39.0%

Goodwill has been tested annually for impairment. No impairment adjustments have been determined over these assets as a result of the tests performed.

The sensitivity analysis for the cash-generating unit to which the Goodwill was allocated was based on a 5% increase in the weighted average cost of capital. The Group concluded that no impairment loss would need to be recognized on the Goodwill in the segment under these conditions.

F-53

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

16. COMPOSITION OF THE MAIN ITEMS OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND CONSOLIDATED INCOME STATEMENT

16.1 Debt securities at fair value through profit or loss

  12/31/2019  12/31/2018 
Government securities  564,833   5,741,430 
Corporate securities  3,668   114,648 
Securities issued by the BCRA  -   17,391,251 
   568,501   23,247,329 

16. 2 Other financial assets

  12/31/2019  12/31/2018 
Participation Certificates in Financial Trusts  30,592   16,840 
Investments in Mutual Funds  865,872   1,008,467 
Other investments  59,608   12,211 
Receivable from spot sales pending settlement  138,591   6,341 
Several debtors  623,070   994,919 
Miscellaneous debtors for credit card operations  379,133   573,379 
   2,096,866   2,612,157 

16.3 Other debt securities

  12/31/2019  12/31/2018 
Negotiable obligations  -   3,938 
Debt securities from Financial trusts  -   1,863 
Government securities  10,449,499   6,626,011 
Others  9,057   49 
   10,458,556   6,631,861 

16.4 Financial assets in guarantee

  12/31/2019  12/31/2018 
Special guarantees accounts in the Argentine Central Bank  2,120,732   2,088,896 
Deposits in guarantee  3,212,972   998,854 
   5,333,704   3,087,750 

16.5 Inventories

  12/31/2019  12/31/2018 
Electronics  21,752   92,429 
Home and Health care  7,734   16,574 
Tools and Workshop Equipment  16,249   365 
Obsolescence Reserve  (1,280)  (1,811)
   44,455   107,557 

F-54

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

16.6 Other non-financial assets

  12/31/2019  12/31/2018 
Other Miscellaneous assets  831,142   912,352 
Loans to employees  263,922   202,414 
Payments in advance  13,570   48,568 
Retirement Plan  151,171   196,799 
Works of art and collector's pieces  34,546   6,896 
   1,294,351   1,367,029 

16.7 Deposits

  12/31/2019  12/31/2018 
Non-financial sector  5,470,177   17,083,822 
Financial sector  28,098   38,821 
Current accounts  10,885,298   10,287,013 
Savings accounts  39,992,352   72,085,308 
Time deposits and investments accounts  29,717,376   41,818,262 
Others  2,914,876   4,682,975 
   89,008,177   145,996,201 

16.8 Liabilities at fair value through profit or loss

  12/31/2019  12/31/2018 
Liabilities for transactions in local currency  189,554   177,215 
Liabilities for transactions in foreign currency  -   235,188 
   189,554   412,403 

16.9 Other financial liabilities

  12/31/2019  12/31/2018 
Amounts payable for spot transactions pending settlement  2,193,818   850,096 
Collections and other operations on behalf of third parties  5,224,611   4,948,447 
Fees accrued to pay  269   56,087 
Financial guarantee contracts  15,268   56,260 
Liabilities associated with the transfer of financial assets not derecognized  713,177   593,093 
Lease liability  946,390   - 
Others  22,032   60,413 
   9,115,565   6,564,396 

16.10 Financing received from the Argentine Central Bank and other financial institutions

  12/31/2019  12/31/2018 
Financing received from local financial institutions  939,136   1,918,696 
Financing received from international institutions  8,078,461   10,438,410 
   9,017,597   12,357,106 

F-55

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

16.11 Provisions

  12/31/2019  12/31/2018 
Legal issues  33,049   47,176 
Labor lawsuits  28,023   26,391 
Tax  77,882   20,390 
Restructuring Provision  500,000   - 
Others  21,930   22,809 
Judicial Deposits  15,767   15,097 
Eventual commitments  367   1,840 
   677,018   133,703 

16.12 Other non-financial liabilities

  12/31/2019  12/31/2018 
Payroll and social securities  3,967,872   3,499,379 
Sundry creditors  2,357,646   2,302,636 
Revenue from contracts with customers (1)  192,499   191,378 
Tax payable  1,396,223   1,751,473 
Social security payment orders pending settlement  218,486   341,196 
Other  76,188   228,577 
   8,208,914   8,314,639 

(1)Deferred income resulting from contracts with customers includes the liability for the customers’ loyalty program. The Group estimates the value of the points assigned to customers through the application of a mathematical model that considers assumptions about redemption rates, the fair value of points redeemed based on the combination of available products, and customer preferences, as well as the expiration of not redeemed points. As of December 31, 2019 and 2018, the amounts of 192,499 and 191,378, respectively, have been recorded for the points not redeemed or expired.

The following table shows the estimated use of the liability recorded as of December 31, 2019:

  Maturity    
Item Up to 12 months  Up to 24 months  More than 24 months  Total 
Revenue from contracts with customers  93,466   47,952   51,081   192,499 

16.13 Interest Income

  12/31/2019  12/31/2018  12/31/2017 
Interest on overdrafts  4,566,729   5,000,550   2,901,607 
Interest on promissory notes  5,878,441   6,272,282   3,767,219 
Interest on personal loans  12,916,398   16,811,397   16,547,779 
Interest on corporate unsecured loans  6,141,212   4,643,906   3,060,511 
Interest on credit card loans  4,815,023   5,249,821   5,053,721 
Interest on mortgage loans  3,781,641   3,028,718   263,172 
Interest on automobile and other secured loan  693,000   757,191   75,662 
Interest on foreign trade loans  1,730,633   1,798,461   899,192 
Interest on financial leases  1,129,605   1,417,026   1,141,613 
Others  3,141,913   1,810,684   540,048 
Total  44,794,595   46,790,036   34,250,524 

F-56

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

16.14 Interest Expenses

  12/31/2019  12/31/2018  12/31/2017 
Interest on current accounts deposits  6,010,413   7,890,452   1,564,612 
Interest on time deposits  19,855,152   9,991,638   5,786,089 
Interest on other financial liabilities  7,692,607   7,296,529   4,460,915 
Interest from financing from financial sector  274,101   1,137,554   382,729 
Others  1,081,178   471,217   588,612 
Total  34,913,451   26,787,390   12,782,957 

16.15 Net income from financial instruments at fair value through profit or loss

  12/31/2019  12/31/2018  12/31/2017 
Income from corporate and government securities  1,532,374   2,812,312   1,253,840 
Income from securities issued by the Argentine Central Bank  18,714,976   9,500,772   4,366,999 
Derivatives  713,616   (2,605,689)  (166,485)
Total  20,960,966   9,707,395   5,454,354 

16.16 Service fee income

  12/31/2019  12/31/2018  12/31/2017 
Commissions from deposits accounts  3,509,557   3,398,652   3,591,081 
Commissions from credit and debit cards  2,897,583   3,361,286   3,598,831 
Commissions from loans operations  294,820   601,763   543,388 
Others  1,897,647   1,757,005   1,594,665 
Total  8,599,607   9,118,706   9,327,965 

16.17 Service fee expenses

  12/31/2019  12/31/2018  12/31/2017 
Commissions paid  2,171,167   2,099,326   1,813,673 
Export and foreign currency operations  72,803   82,294   63,739 
Total  2,243,970   2,181,620   1,877,412 

16.18 Income from insurance activities

  12/31/2019  12/31/2018  12/31/2017 
Accrued premiums  2,188,006   2,263,710   2,438,417 
Accrued losses  (346,018)  (510,785)  (623,792)
Production expenses  (448,632)  (447,403)  (430,916)
Total  1,393,356   1,305,522   1,383,709 

16.19 Other operating income

  12/31/2019  12/31/2018  12/31/2017 
Loans recovered and allowances reversed  498,599   488,878   466,741 
Insurance commissions  68,287   610,942   544,225 
Rental from safety boxes  286,881   368,093   358,390 
Commissions from trust services  26,280   11,722   244,890 
Returns of risk funds  172,684   431,480   164,515 
Commissions from financial guarantees  627,845   723,954   45,557 
Default interests  420,933   371,439   232,584 
Others  653,758   798,626   770,574 
Total  2,755,267   3,805,134   2,827,476 

F-57

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

16.20 Personnel expenses

  12/31/2019  12/31/2018  12/31/2017 
Payroll and social securities  12,415,668   10,009,697   10,258,005 
Others expenses  1,748,621   3,494,603   3,181,160 
Total  14,164,289   13,504,300   13,439,165 

16.21 Administration expenses

  12/31/2019  12/31/2018  12/31/2017 
Directors´ and statutory auditors’fees  280,833   251,527   199,248 
Professional fees  1,017,618   2,541,276   1,690,134 
Advertising and publicity  542,054   633,316   673,128 
Taxes  1,469,457   1,648,448   1,672,778 
Maintenance, security and services  1,727,446   846,858   804,156 
Rent  51,745   715,107   621,264 
Others  2,484,390   1,978,864   1,905,586 
Total  7,573,543   8,615,396   7,566,294 

16.22 Depreciation and impairment of non-financial assets

  12/31/2019  12/31/2018  12/31/2017 
Depreciation of property, plant and equipment  682,136   322,530   549,762 
Depreciation of other non-financial assets  106,936   113,747   27,405 
Depreciation of intangible assets  458,407   228,450   379,652 
Depreciation of right-of-use assets  567,192   -   - 
Impairment of other-non financial assets  -   427   - 
Total  1,814,671   665,154   956,819 

16.23 Other operating expenses

  12/31/2019  12/31/2018  12/31/2017 
Promotions related with credit cards  510,582   651,017   651,859 
Turnover tax  3,749,503   4,311,436   3,459,409 
Fair value on initial recognition of loans  200,899   594,275   656,807 
Contributions made to deposit insurance system  243,959   237,870   207,594 
Others  1,653,348   838,563   1,418,873 
Total  6,358,291   6,633,161   6,394,542 

17. COMMITMENTS AND CONTINGENCIES

Capital Commitments

During the financial year ended on December 31, 2019, the Group did not assume any significant capital commitment.

Contingencies and Provisions

Provisions for other contingencies to cover labor, legal, tax and other eventual effectiveness miscellaneous risks commitments have been estimated based on the available information and in accordance with the provisions of IFRS.

As of December 31, 2019 and 2018, there were no contingent events entailing remote likelihood and which equity effects have not been recorded.

F-58

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

18. RELATED PARTY TRANSACTIONS

Related parties are those entities that directly, or indirectly through other entities, have control over another, are under the same controlling party or may have significant influence on another entity’s financial or operating decisions.

The Group controls another entity when it has power over other entities’ financial and operating decisions and also receives benefits from such entity. The subsidiaries that the Group has control are detailed in Note 1.2.

Furthermore, the key personnel of the Group's Management (Board of Directors members and Managers of the Group and its subsidiaries) are considered as related parties.

The aggregate compensation paid to our directors (including compensation paid to members of our Audit Committee, Anti-Money Laundering and Anti-Terrorist Financing Committee, Risk Management Committee, Credit House Limit Committee, Ethics, Compliance and Corporate Governance Committee, Human Resources Committee and Disclosure Committee), management and members of our Supervisory Committee in 2019 was approximately Ps. 218.5 million, 224.2 million and Ps.2.3 million, respectively.

The following table presents the aggregate amounts of total consolidated financial exposure of the Bank to related parties, the number of recipients, the average amounts and the single largest exposures as of December 31, 2019 and 2018:

  As of December
31, 2019
  As of December
31, 2018
 
Aggregate total financial exposure  963,016   1,204,789 
Number of recipient related parties  70   75 
(a)    Individuals  63   68 
(b)   Companies  7   7 
Average total financial exposure  13,757   21,378 
Single largest exposure  823,172   1,131,380 

Controlling Interest

Mr. Julio Patricio Supervielle is the main shareholder of the Group. Julio Patricio Supervielle´s interest in the capital and votes of the Group as of December 31, 2019 and December 31, 2018 amounts to the 35.12% and 57.89%; and 35.86% and 69.40%, respectively.

F-59

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

19.INSURANCE

a.Assets and liabilities related to insurances activities

  12/31/2019  12/31/2018 
Assets related to insurance contracts (Loans and other financing)        
Receivables premius  453,978   63,380 
Total  453,978   63,380 
         
Liabilities related to insurance contracts (Other non-financial liabilities)        
Debt with insured  136,168   203,946 
Debt with reinsurers  40,575   22,566 
Debt with co-insurers  1,702   26,024 
Debt with producers  150,384   44,451 
Technical commitments  173,994   18,258 
Outstanding claims paid by re-insurance companies (regularizer)  (481)  (723)
Total  502,342   314,522 
         
Debt with insured        
Property insurance        
Direct administrative insurance  11,242   12,976 
Direct insurance in mediation  800   - 
Claims settled to pay  881   306 
Claims occurred and not reported - IBNR  14,759   14,916 
Life insurance        
Direct administrative insurance  41,267   48,377 
Direct insurance in judgments  1,240   1,088 
Direct insurance in mediation  1,837   1,151 
Claims settled to pay  20,218   20,974 
Claims occurred and not reported - IBNR  43,924   104,158 
Total  136,168   203,946 
         
Debt with producers        
Producers currenct account  28,247   33,992 
Commisions for premiums receivable  122,137   10,459 
Total  150,384   44,451 
         
Technical commitments        
Course and similar risk        
Premiums and surcharges  173,955   18,258 
Premium insufficiency  39   - 
Total  173,994   18,258 

b.Income from insurances activities

The composition of the item “Result for insurance activities” as of December 31, 2019 and 2018 is disclosed in Note 16.18.

20.MUTUAL FUNDS

As of December 31, 2019 and 2018, Banco Supervielle S.A. is the depository of the Mutual Funds managed by Supervielle Asset Management S.A.

Mutual Fund Portfolio  Net Worth  Number of Units 
  12/31/2019  12/31/2018  12/31/2019  12/31/2018  12/31/2019  12/31/2018 
Premier Renta C.P. Pesos  14.031.863   8.281.012   14.010.386   8.266.083   3.958.398.573   1.475.029.312 
Premier Renta Plus en Pesos  109.147   573.083   107.200   554.760   10.250.999   49.671.811 
Premier Renta Fija Ahorro  465.427   5.156.205   459.494   5.038.765   12.851.475   136.640.472 
Premier Renta Fija Crecimiento  46.922   67.139   46.657   66.643   3.688.485   4.369.322 
Premier Renta Variable  166.391   245.226   163.998   226.060   6.982.580   8.130.311 
Premier FCI Abierto Pymes  560.360   631.380   559.099   630.259   91.559.624   99.122.237 
Premier Commodities  21.039   8.912   13.593   7.930   2.596.034   1.599.150 
Premier Capital  129.058   277.778   128.718   277.455   36.057.519   67.052.867 
Premier Inversión  135.360   275.771   135.291   275.395   442.160.447   888.100.323 
Premier Balanceado  623.862   942.774   623.293   942.030   249.317.925   359.887.367 
Premier Renta Mixta  133.255   90.124   133.147   90.080   76.562.093   44.863.120 
Premier Renta Mixta en USD  130.212   725.057   129.733   7.222.633   2.815.589   13.892.155 
Premier Performance en USD  453.884   3.649.334   452.866   3.630.806   9.312.208   62.805.294 
Premier Global USD  698.915   -   696.759   -   11.338.023   - 

F-60

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2019, 2018 and 2017

(Expressed in thousands of pesos)

21.CONTRIBUTION TO THE DEPOSIT INSURANCE SYSTEM

 

Law No. 24485 and Decree No. 540/95 established the creation of the Deposit Insurance System to cover the risk attached to bank deposits, in addition to the system of privileges and safeguards envisaged in the Financial Institutions Law.

 

The National Executive Branch through Decree No. 1127/98 dated September 24, 1998, extendedestablished the maximum amount for this insurance system to demand deposits and time deposits of up to Ps. 30 denominated either in pesosPesos and/or in foreign currency. In May 2016, the amountSuch limit was updated to Ps. 450, through Communication “A” 5943.set at $1,000 as from March 1, 2019.

 

This system does not cover deposits made by other financial institutions (including time deposit certificates acquired through a secondary transaction), deposits made by parties related to Banco Supervielle, either directly or indirectly, deposits of securities, acceptances or guarantees and those deposits set up after July 1, 1995, at an interest rate exceeding the one established regularly by the BCRA based on a daily survey conducted by it.Argentine Central Bank. Those deposits whose ownership has been acquired through endorsement and

F-30



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

those deposits made as a result of incentives other than the interest rate are also excluded. This system has been implemented through the creation of the Deposit Insurance Fund (“FGD”), which is managed by a company called Seguros de Depósitos S.A. (“SEDESA”). The shareholders of SEDESA are the BCRAArgentine Central Bank and the financial institutions, in the proportion determined for each one by the BCRAArgentine Central Bank based on the contributions made to the fund.

 

25.Financial Instruments with Off-Balance Sheet Risk

22.RESTRICTED ASSETS

 

25.a. Credit-related financial instruments

The Group enters into various transactions involving off-balance sheet financial instruments. The instruments could be used in the normal course of its business in order to meet the financing needs of its customers. These instruments expose the Group to credit risk above and beyond the amounts recorded in the consolidated balance sheets. These financial instruments include commitments to extend credit, standby letters of credit, guarantees granted and acceptances.

The Group uses the same credit policies in making commitments, conditional obligations and guarantees as it does for granting loans.

The Group’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for standby letters of credit, guarantees granted and acceptances is represented by the contractual notional amount of those investments.

A summary of the credit exposure related to these items is shown below:

 

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Standby letters of credit

 

Ps.

100,039

 

Ps.

19,458

 

Guarantees granted

 

Ps.

724,953

 

Ps.

488,792

 

Acceptances

 

Ps.

48,554

 

Ps.

41,961

 

Standby letters of credit and guarantees granted are conditional commitments issued by the Group to guarantee the performance of a customer to a third party.

Acceptances are conditional commitments for foreign trade transactions.

The credit risk involved in issuing letters of credit and granting guarantees is essentially the same as that involved in extending loan facilities to customers. In order to grant guarantees to its customers, the Group may require counter-guarantees. These counter-guarantees are classified by type, as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

Preferred counter-guarantees

 

Ps.

12,590,730

 

Ps.

5,844,275

 

Other counter-guarantees

 

Ps.

23,199,398

 

Ps.

10,341,973

 

The Group accounts for checks drawn on other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until such time as the related item clears or is accepted. In management’s opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process were as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

Checks drawn on other banks

 

Ps.

1,045,459

 

Ps.

1,985,525

 

Bills and other items for collection

 

Ps.

1,942,623

 

Ps.

3,445,586

 

F-31



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

25.b. Trust activities

See note 26

25.c.  Derivative Financial Instruments

In the normal course of business, the Group enters into a variety of transactions principally in the foreign exchange stock markets. Most counterparties in the derivative transactions are banks and other financial institutions.

These instruments include:

·                  Forwards and Futures: they are agreements to deliver or take delivery at a specified rate, price or index applied against the underlying asset or financial instrument, at a specific date. Futures are exchange traded at standardized amounts of the underlying asset or financial instrument. Forwards contracts are OTC agreements and are principally dealt in by the Group in foreign exchange as forward agreements.

·                  Swaps: they are agreements between two parties with the intention to exchange cash flows and risks at a specific date and for a period in the future.

·                  Options: they confer the right to the buyer, but no obligation, to receive or pay a specific quantity of an asset or financial instrument for a specified price at or before a specified date.

Pursuant to BCRA´s rules, forward transactions with delivery of underlying assets, must be recorded under “Other receivables from financial intermediation” and “Other liabilities from financial transactions” in the accompanying consolidated balance sheet and they are valued as mentioned in Note 3.8.

The following table shows, the notional value of options and outstanding forward and futures contracts asAs of December 31, 20172019 and 2016:2018, the following Grupo Supervielle’s assets are restricted:

 

 

 

December 31,

 

 

 

2017

 

2016

 

Forward sales of foreign exchange without delivery of underlying assets

 

Ps

3,092,744

 

 

Ps

342,160

 

Forward purchases of foreign exchange without delivery of underlying assets

 

568,290

 

448,223

 

Repurchase agreements

 

 

590,266

 

Item 12/31/2019  12/31/2018 
Loans and other financing        
In guarantee of secured borrowings  -   - 
Credit Line  -   - 
   -   - 
Financial assets in guarantee        
Special guarantee accounts in the Argentine Central Bank  2,120,732   2,088,896 
Trust guarantee deposits  3,800   5,127 
Guarantee deposits for currency forward transactions  2,104,713   434,126 
Guarantee deposits for credit cards transactions  317,407   375,993 
Other guarantee deposits  158,562   183,608 
Guarantee deposits for repo transactions  23,880   - 
   4,729,094   3,087,750 

 

The following table shows, the income / (expenses) generated by derivatives financial instruments during the years ended December 31, 2017 , 2016 and 2015:

 

 

As of December 31,

 

 

 

2017

 

2016

 

2015

 

Forward transactions results

 

 

 

Ps.

(71,830

)

Ps.

(39,016

)

Ps.

228,050

 

 

Call options written on stock

 

 

 

483

 

Reverse repurchase agreements

 

180,153

 

13,556

 

5,391

 

Repurchase agreements

 

(108,712

)

(94,143

)

(38,084

)

26.Financial Trusts and Mutual Funds

a) Financial Trusts

23.FINANCIAL TRUSTS

 

The Group acts as trustee or settler in financial trusts.trusts:

i)As Trustee:

Guarantee Management Trusts

 

F-32Trustee: Banco Supervielle.



Table of Contents

Financial
trust
Indenture
executed on
Due of principal
obligation
Original
principal
amount
Principal
balance
BeneficiariesSettlers
Credimas01/11/201306/21/201916,000-Banco Supervielle S.A.Credimas S.A.
 Asministration trust Interconnection 500 KV ET Nueva San Juan - ET Rodeo Iglesia09/12/201809/12/2018, or until the termination of payment obligations through Disbursements (the “Extinction date”).--Diservel S.R.L., Ingenias S.R.L, Geotecnia (Inv. Calvente), Newen Ingenieria S.A., Ingiciap S.A., Mercados Energeticos, Diservel S.R.L.)
and the suppliers of works, goods and services included in the Project.
Interconexion Electrica Rodeo S.A.

 

F-61

Grupo SupervielleGRUPO SUPERVIELLE S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

ForAs of December 31, 2019, 2018 and 2017,

and for the years ended December 31, 2017, 20162019, 2018 and 20152017

(Expressed in thousands of Argentine pesos — unless otherwise stated)

I) As Trusteepesos)

 

The following are the financial trusts where the Group acts as trustee at year-end:

Financial trust Banex Créditos IV

Trustee: Banco Supervielle

· Banex Asset-Backed Securities Program

Financial Trust

Trustee

Set up on

Assets 
assigned in
trust

Value initially 
assigned in 
trust

Securities issued and last
maturity (1)

Observation

Holdings —
 book value 
as of 
December
31, 2017 
(Ps.)

Fideicomiso Financiero Banex Créditos IV

Banco
Supervielle
S.A.

03/19/2004

Personal loans

Ps.

30,012

VDFA
NV$
21,000
Due: 01/20/05

VDFB
NV$
6,000
Due: 04/20/05

CP
NV$
3,000
Due: 04/20/07

In liquidation


(1)VDFA means Senior Debt Securities, VDFB means Subordinated Debt Securities and CP means Certificates of Participation

Guarantee management trusts

Trustee: Banco Supervielle

Trust

Indenture executed
on

The principal
obligation expires
on

Original
Principal
amount
Ps.

Principal
balance
Ps.

Beneficiaries

Settlers

Credimas

01/11/2013

01/22/2018
04/30/2018
12/26/2018

16,000
4,000
16,000

1,533
1,469
16,000

Banco
Supervielle
S.A.

Credimas S.A.

The Groupgroup acts also as trustee in the following trusts:

 

·Mendoza Trust in: In liquidation phase,since it has fulfilled the contract period, but is pending the completion of several acts that derive from the trustee. The liabilities recorded as of December 31,2019,mainly originating from the exclusion of assets as of December 31, 2017 increased in the amounts of Ps. 17,343, amount to 21,018 and have been backed by assets in trust (loans, other miscellaneous receivablesloans, and other financial assets)non-financial assets, etc.) in the amount of Ps. 576.647. This trust will be liquidated following the procedures established by Law 24,441.

 

·              LujanLuján Trust: the The term of the contract has expired and all documentation relating to the liquidation has been delivered. To date, onlyOn July 31, 2019 the Tax Authority approved the final deregistration in tax matters is still pending.matters.

 

II) As Settler

ii)As Settler

 

The Group transfers portions of their loan portfolio to special purpose trusts that fund the purchase by issuing securities that are sold to third parties, thereby creating an additional source of funding for operations.

In the case of the securitization transactions arranged by the Group, the trustee typically issues senior bonds, subordinated bond and participation certificates, and places the senior bonds and a portion of the subordinated bonds and participation certificates in the Argentine capital markets.

The following are the financial trusts where the Group acts as settler at year-end:

F-33



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Publicly offered and listed financial trusts as of December 31, 2019 and December 31, 2018:

 

Supervielle Créditos Financial Trust

Assets assigned in trustTrust: Personal loans

Loans

Trustee: Equity TMF Trust Company (Argentina) S.A.

 

Financial trust

 

Set up on

 

 

Value initially
assigned in trust
(Ps.)

 

Securities issued and last maturity (5)

 

Holdings — book value as
of December 31, 2017 (Ps.)

 

Serie 88 (1),(3)

 

07/23/2015

 

$

220,004

 

VDF TV A
VN$213,400
Maturity: 11/20/17

 

VDF TV B
VN$6,600
Maturity: 01/22/18

 

 

 

In liquidation

 

Serie 91 (1),(3)

 

11/19/2015

 

$

300,003

 

VDF TV A
VN$288,000
Maturity:: 11/20/17

 

 

 

CP
VN$12,000
Maturity: 05/21/18

 

In liquidation

 

Serie 93 (2),(3)

 

03/28/2016

 

$

300,009

 

VDF TV A
VN$267,000
Maturity: 04/20/18

 

 

 

CP
VN$33,000
Maturity: 04/22/19

 

In liquidation

 

Serie 93 (2),(3)

 

09/19/2017

 

$

236,867

 

VDF TV A
VN$220,285
Vto: 06/20/2019

 

 

 

CP
VN$16,581
Maturity: 04/20/22

 

VDF TV 302

 


(1) Securities issued under the Supervielle Confiance 3 program

(2) Securities issued under the Supervielle Confiance 4 program

(3) Personal loans originated, or subsequently acquired, byThe following are financial trusts where Banco Supervielle and granted to ANSES retirees and pensions.S.A acts as settler as of December 31, 2019:

 

       Securities issued
Financial
Trust
 Set up on Value
initially
assigned in
trust
  Type Amount  Type Amount 
Serie 97 03/27/2018 $750,000  VDF TV A
Mat: 01/20/20
  VN$ 712,500  CP
Mat: 03/20/20
  VN$ 37,500 

Cordial Compañía Financiera Crédito Financial Trust

Assets assigned in trustTrust: Personal Loans

Trustee: Equity TMF Trust Company (Argentina) S.A.


The following are financial trusts where Cordial Compañía Financiera S.A acts as settler as of December 31, 2019:

Financial trust

 

Set up on

 

Value initially
assigned in trust
(Ps.)

 

Value of Participation
Certificates issued
as of December 31,
2017 (Ps.)

 

Value of Debt
securities issued
as of December 31,
2017 (Ps.)

 

Serie XIV

 

10/04/2016

 

266,322

 

45,201

 

 

Serie XV

 

03/07/2016

 

400,000

 

99,702

 

 

Serie XVI

 

04/07/2017

 

398,000

 

96,254

 

 

Serie XVII

 

05/17/2017

 

499,100

 

115,016

 

27,498

 

Serie XVIII

 

06/13/2017

 

500,000

 

110,470

 

13,372

 

Total

 

 

 

466,643

 

40,870

 

        Securities issued 
Financial Trust Set up on  Value initially
assigned in trust
  Participation
Certificates
  Debt Instruments 
20  04/08/2019  $600.000  $120.000  $480.000 
21  06/24/2019  $1.000.000  $780.000  $220.000 
22  11/13/2019  $571.560  $102.300  $469.260 

 

b) Mutual Funds

F-62

GRUPO SUPERVIELLE S.A.

 

AtNotes to Consolidated Financial Statements

As of December 31, 2017 and 2016, Banco Supervielle is the depository of the following Mutual Funds managed by Supervielle Asset Management.

 

 

Portfolio

 

Net worth

 

Number of units

 

Mutual Fund

 

12/31/2017
Ps.

 

12/31/2016
Ps.

 

12/31/2017
Ps.

 

12/31/2016
Ps.

 

12/31/2017
Ps.

 

12/31/2016
Ps.

 

Premier Renta C.P. Pesos

 

1,908,881

 

1,419,212

 

1,906,561

 

1,417,419

 

310,154,313

 

274,406,695

 

Premier Renta Plus en Pesos

 

2,376,919

 

1,952,173

 

2,364,513

 

1,940,593

 

388,251,454

 

396,802,512

 

Premier Renta Fija Ahorro

 

5,570,513

 

3,887,918

 

5,466,840

 

3,875,616

 

304,239,464

 

269,631,898

 

Premier Renta Fija Crecimiento

 

225,412

 

527,991

 

222,822

 

526,249

 

23,616,268

 

69,664,347

 

F-34



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

Portfolio

 

Net worth

 

Number of units

 

Mutual Fund

 

12/31/2017
Ps.

 

12/31/2016
Ps.

 

12/31/2017
Ps.

 

12/31/2016
Ps.

 

12/31/2017
Ps.

 

12/31/2016
Ps.

 

Premier Renta Variable

 

144,493

 

113,525

 

141,002

 

102,116

 

8,180,869

 

10,145,371

 

Premier FCI Abierto Pymes

 

367,845

 

503,721

 

367,121

 

479,023

 

114,190,777

 

182,714,748

 

Premier Commodities Agrarios

 

6,891

 

6,126

 

6,734

 

5,740

 

2,217,205

 

2,249,465

 

Premier Capital

 

310,768

 

98,748

 

308,039

 

98,216

 

129,624,410

 

46,218,442

 

Premier Inversión

 

603,393

 

997,897

 

602,213

 

996,654

 

3,590,757,014

 

7,564,905,911

 

Premier Balanceado

 

319,771

 

167,233

 

318,628

 

166,996

 

238,318,110

 

163,256,582

 

Premier Renta Mixta en USD

 

2,379,900

 

263,014

 

2,297,195

 

229,522

 

110,928,209

 

14,172,066

 

27.Loans and issuance of negotiable obligationspesos)

 

a. International financing programs

GlobalMicro Lending Financial Exchange Program

In April 2007, the Bank entered into an agreement under the IFC-World Bank Group global financial exchange program whereby the latter entity may issue a guarantee in favor of a correspondent bank, thus hedging the Bank’s payment obligations generated by import or export operations with its customers. This program amounts to USD 30,000,000 (USD thirty million).

As of December 31, 2017, in-force operations with coverage of the aforementioned agency pursuant to the agreement specified in the previous paragraph amounted to USD 19,287,000 (nineteen million two hundred eighty seven thousand). On December 31, 2016, this operations amounted to USD 12,956,956 (USD twelve million nine hundred fifty six thousand and nine hundred fifty six).

The agreement signed with the IFC is subject to compliance with certain covenants, the regular remittance of information and certain financial ratios regarding creditworthiness, credit risk, immobilization of assets, exposure to foreign currency and interest rate risk.

As of December 31, 2017 and 2016, the Bank is in compliance with the aforementioned commitments, requirements and obligations.

Foreign Trade Credit Facility Program

In May 2009, Banco Supervielle S.A. entered into agreement within the framework of IDB’s Trade Finance Facilitation Program. Banco Supervielle S.A. the line of credit granted to Banco Supervielle S.A. for USD 15,000,000 (United States dollars fifteen million) under this program shall be used to cover risks inherent in the confirmation of letters of credit, promissory notes, bid guarantees, and other similar instruments used in international business operations.

As of December 31, 2017, there were no current operations with coverage of said entity under the agreement mentioned in the previous paragraphs. As of December 31, 2016, coverage operations under the agreement referred to in the previous paragraph amounted to USD 13,500,000 (U$S thirteen million five hundred thousand).

The agreement entered into with the IDB is subject to compliance with certain financial covenants, certain positive and restrictive covenants, certain do and not do obligations and reporting requirements.

As of December 31, 2017 and 2016, the Bank is in compliance with the aforementioned commitments, requirements and obligations.

F-35



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

b. Program for the issuance of Negotiable Obligations denominated in USD

On April 30, 2007, the Ordinary and Extraordinary Shareholders’ Meeting No. 95 of Banco Supervielle resolved to approve the application for admission to the public offering regime through the creation of a Global Program for the issuance of Corporate Bonds for up to a maximum amount of US$ 200,000,000. The Program was authorized by the Argentine Securities Commission (Comisión Nacional de Valores) on August 10, 2007.

b.1. Issuance of Subordinated Corporate Bonds Class I

On October 13, 2010, the Board of Directors of Banco Supervielle approved the issuance of Class 1 Corporate Bonds. The subscription period ended on November 8, 2010.Trust

 

The following are the main terms and conditions of the issuance:financial trusts where Micro Lending S.A.U acts as settler:

 

Amount: US$ 50,000,000.

Rank: Class 1 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: November 11, 2017

Interest rate: 11.375%

Interest Payment Date: The interest accrued by the Class 1 Corporate Bonds will be paid on a half-yearly basis on May 11 and on November 11 each year.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of the State of New York

Financial
Trust
Set-up onSecuritized
Amount
Issued Securities
TypeAmountAmountTypeAmount
III06/08/2011$ 39,779VDF TV AVN$ 31,823VDF BVN $ 6,364CPVN $ 1,592
Vto: 03/12/13Vto: 11/12/13Vto: 10/12/16
IV09/01/2011$ 40,652VDF TV AVN$ 32,522VDF BVN $ 6,504CPVN $ 1,626
Vto: 06/20/13Vto: 10/20/13Vto: 01/20/17
Vto: 01/15/19Vto: 04/15/19Vto: 07/22/22
XVIII06/16/2017$ 119,335VDF TV AVN $ 89,501VDF TV BVN $ 7,291CPVN $ 22,543
Vto: 05/15/19Vto: 08/15/19Vto: 10/15/22

 

As of November 12, 2017, Banco Supervielle S.A. made the last interest payment and capital payment of the Class I Negotiable Obligations, being fully amortized.

24.ISSUANCE OF NEGOTIABLE OBLIGATIONS

 

As of December 31, 2016, said obligation is registered in item Subordinated loans and Negotiable Obligations for 800,674.

On March 25, 2013, the Ordinary and Extraordinary Shareholders’ Meeting of Banco Supervielle resolved to approve the application for admission to the public offering regime through the creation of a Global Program for the issuance of Corporate Bonds for up to a maximum amount of $ 750,000,000. Additionally, on April 15, 2016 the Ordinary and Extraordinary Shareholder’s Meeting of Banco Supervielle resolved to increase the Global Program for up to a maximum amount of $ 2,000,000,000.

The Program was authorized by the Argentine Securities Commission (Comisión Nacional de Valores) on September 22, 2016.

a.Unsubordinated Negotiable Obligations

 

b.2. Issuance of Subordinated Corporate Bonds Class III

On May 16, 2013 the Board of Directors of Banco Supervielle approved the issuance of Class 3 Corporate Bonds. The subscription period ended on August 15, 2013.

The following are the main terms and conditions of the issuance:

Amount: US$ 22,500,000.

Rank: Class 3 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: August 20, 2020

Interest rate: 7.00%

F-36



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Interest Payment Date: The interest accrued by the Class 3 Corporate Bonds will be paid on a half-yearly basis on February 20 and on August 20 each year.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

As of August 21, 2017, Banco Supervielle S.A. made the eighth interest payment of the Class III Negotiable Obligations.

As of December 31, 2017 and 2016, said obligation is recorded in Subordinate’s Negotiable Obligations item for 431,701 and 363,623, respectively.

b.3. Issuance of Subordinated Corporate Bonds Class IV

On October 14, 2014 the Board of Directors of Banco Supervielle approved an increase of the total amount of the Program for up to Ps. 750,000 and the issuance of Class 4 Corporate Bonds for up to USD 30,000,000 within such Program. The subscription period ended on November 14, 2014.

The following are the main terms and conditions of the issuance:

Amount: US$ 13,441,000.

Rank: Class 4 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: November 18, 2021

Interest rate: 7.00%

Interest Payment Date: The interest accrued by the Class 4 Corporate Bonds will be paid on a half-yearly basis on May 18 and on November 18 each year.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

As of November 20, 2017, Banco Supervielle S.A. made the sixth interest payment of the Class IV Negotiable Obligations.

As of December 31, 2017 and 2016, said obligation is recorded in Subordinated loans and Negotiable Obligations item for 254,172 and 214,461, respectively.

b.4. Issuance of Unsubordinated Corporate Bonds Class A

As of September 22, 2016, the Bank’s Extraordinary General shareholders’ meeting, passed the creation of a Global Program for the issuance of Negotiable Obligations for up to a maximum outstanding amount of US$ 800,000,000 (eight hundred million pesos).

As of November 23, 2016 the Board passed the issuance of Class A Negotiable Obligations for a maximum amount of V/N USD 300,000,000 (United State dollars three hundred millon). The bidding period closed on February 02, 2017.

The following describes the main terms and conditions of the aforementioned issuance of Class A:

Amount: Ps. 4,768,170

Rank:  Class A Corporate Bonds are Banco Supervielle’s unsubordinated payment obligations

Maturity date: August 9, 2020

Interest Rate: Floating Badlar of Private Banks + 4.5%

F-37



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Interest Payment Date: The interest accrued by the Class A Corporate Bonds will be paid on a quarterly basis

Amortization: Capital to be paid in two quotas, first 50% on February 9, 2020 and rest 50% on August 9, 2020.

Applicable Law and Jurisdiction: Negotiable Obligations shall be governed by and be interpreted pursuant to New York Laws from United States of America.

As of November 9, 2017, Banco Supervielle S.A. made the third interest payment of the Class A Negotiable Obligations.

As of December 31, 2017, said obligation is recorded in other liabilities for financial transactions - Unsubordinated Negotiable Obligations item for 4,731,379.

c. Program for the issuance of Negotiable Obligations denominated in Pesos

On March 25, 2013, the Extraordinary Meeting of Shareholders of Banco Supervielle approved the creation of a global program of Corporate Bonds denominated in Pesos for up to a maximum amount of Ps. 750,000.

c.1. Issuance of Unsubordinated Corporate Bonds Class V

On September 24, 2015 the Board of Directors of Banco Supervielle approved the issuance of Class V Corporate Bonds for up to Ps. 350,000 within of the Program. The subscription period ended on November 18, 2015.

The following are the main terms and conditions of the issuance:

Amount: Ps. 340,100.

Rank:  Class 5 Corporate Bonds are Banco Supervielle’s unsubordinated payment obligations

Maturity date: May 20, 2017

Interest rate: Flotante Badlar of Private Banks + 4.50%

Interest Payment Date: The interest accrued by the Class 5 Corporate Bonds will be paid on a quarterly basis

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

As of May 22, 2017, Banco Supervielle S.A. made the sixth and last interest and capital payment of the Class V Negotiable Obligations, being totally amortized.

As of December 31, 2016, said obligation is recorded in other liabilities for financial transactions - Unsubordinated Negotiable Obligations item for 339,715 .

c.2. Issuance of Unsubordinated Corporate Bonds Class VI

On July 13, 2016, the Board approved the issuance of Class VI Unsubordinated Negotiable Obligations for a maximum amount of V/N AR$ 600,000,000 (Argentine Pesos sixty million) within the Global Program of Negotiable Obligations. The bidding period closed on October 7, 2016, with a total amount of AR$ 422,000,000 (Argentine Pesos four hundred and twenty two millon) and maturity date October 12, 2018. The agreed rate is Badlar + 3.50%.

The following describes the main terms and conditions of the aforementioned issuance of Class VI:

Amount: Ps. 422,000

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Rank: Class 6 Corporate Bonds are Banco Supervielle’s unsubordinated payment obligations

Maturity date: October 12, 2018

Interest Rate: Floating Badlar of Private Banks + 3.5%

Interest Payment Date: The interest accrued by the Class 6 Corporate Bonds will be paid on a quarterly basis

Amortization: Principal shall be paid on Maturity Date.

Applicable Law and Jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

As of October 12, 2017, Banco Supervielle S.A. made the fourth interest payment of the Class VI Negotiable Obligations.

As of December 31, 2017 and 2016, said obligation is recorded in other liabilities for financial transactions - Unsubordinated Negotiable Obligations item for 421,347 and 420,507, respectively.

c.3. Issuance of Unsubordinated Corporate Bonds Class B and C

As of November 29, 2017 the Board passed the issuance of Unsubordinated Class B and C Negotiable Obligations for a maximum amount of nominal value AR$ 3,500,000,000 (Pesos three thousand five hundred million). The bidding period closed on December 20, 2017.

The following describes the main terms and conditions of the aforementioned issuance of Class B:

Amount: $629,000,000 (Pesos six hundred twenty nine millon)

Type: Negotiable Obligations will be unsubordinated liabilities of the Bank

Maturity date: December 22, 2019

Interest Rate: Floating TM20 + 3.25%

Interest Payment Date: Interests accrued by Negotiable Obligations will be paid on a three-month basis making the first payment on March 22, 2018

Minimum interest rate: 29.25%  applicable in first interest payment.

Amortization: Capital to be paid at maturity date.

Applicable Law and Jurisdiction: Negotiable Obligations shall be governed by and be interpreted pursuant to Argentina Laws.

As of December 31, 2017, said obligation is recorded in other liabilities for financial transactions - Unsubordinated Negotiable Obligations item for 625,271.

The following describes the main terms and conditions of the aforementioned issuance of Class C:

Amount: $659,750,000 (Pesos six hundred fifty-nine million seven hundred fifty thousand)

Type: Negotiable Obligations will be unsubordinated liabilities of the Bank

Maturity date: December 22, 2021

Interest Rate: Floating Badlar of Private Banks + 4.25%

Interest Payment Date: Interests accrued by Negotiable Obligations will be paid on a three-month basis making the first payment on March 22, 2018

Minimum interest rate: 29.25%  applicable in first and second interest payment.

Amortization: Capital to be paid in three equal quotas, first 33.33% quota on December 22, 2020, second 33.33% quota on June 22, 2021 and rest 33.34% at Maturity Date.

Applicable Law and Jurisdiction: Negotiable Obligations shall be governed by and be interpreted pursuant to Argentina Laws.

As of December 31, 2017, said obligation is recorded in other liabilities for financial transactions - Unsubordinated Negotiable Obligations item for 655,792.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

c.4. Issuance of Unsubordinated Corporate Bonds Class D and E

As of January 16, 2018 the Board passed the issuance of Unsubordinated Class D and E Negotiable Obligations for a maximum amount of nominal value $ 2,500,000,000 (Pesos two thousand five hundred million). The bidding period closed on February 7, 2018.

The following describes the main terms and conditions of the aforementioned issuance of Class D:

Amount: $748,888,888 (Pesos seven hundred forty eight million eight hundred eighty eight thousand eight hundred and eighty eight).

Type: Negotiable Obligations will be unsubordinated liabilities of the Bank

Maturity date: August 14, 2019

Interest Rate: Floating Badlar + 3.5%

Interest Payment Date: Interests accrued by Negotiable Obligations will be paid on a three-month basis making the first payment on May 14, 2018.

Minimum interest rate: 26.75% applicable at first interest payment.

Amortization: Capital to be paid at Maturity Date.

Applicable Law and Jurisdiction: Negotiable Obligations shall be governed by and be interpreted pursuant to Argentina Laws.

The following describes the main terms and conditions of the aforementioned issuance of Class E:

Amount: $1,607,666,666 (Pesos one thousand six hundred seven million six hundred sixty six thousand six hundred sixty six)

Type: Negotiable Obligations will be unsubordinated liabilities of the Bank

Maturity date: February 14, 2023

Interest Rate: Floating Badlar + 4.05%

Interest Payment Date: Interests accrued by Negotiable Obligations will be paid on a three-month basis making the first payment on May 14, 2018.

Minimum interest rate: 26.25% applicable in three initial interest payment.

Amortization: Capital to be paid in three equal quotas, first quota on February 14, 2021.

Applicable Law and Jurisdiction: Negotiable Obligations shall be governed by and be interpreted pursuant to Argentina Laws.

d. Negotiable Obligations and Short-term securities of Cordial Compañía Financiera

The following are the series of short-term securities and corporate bonds issued by Cordial Compañía Financiera, outstanding as of December 31, 2017 and 2016:

 

 

Date of
issuance

 

Due date

 

Nominal value
(Ps.)

 

Applicable Rate

 

December
31, 2017

 

December
31, 2016

 

Class IX

 

10/06/2015

 

04/06/2017

 

88,750

 

Floating rate 5.95% + BADLAR

 

 

88,750

 

Class X

 

05/19/2016

 

11/19/2017

 

199,000

 

Variable TNA 5.50% + BADLAR

 

 

199,000

 

Class XI

 

10/25/2016

 

04/24/2018

 

200,000

 

Variable TNA 3.57% + BADLAR

 

200,000

 

200,000

 

Class XII

 

12/23/2016

 

12/23/2017

 

154,214

 

Fixed 24.90%

 

 

154,214

 

Class XIII

 

12/23/2016

 

06/23/2018

 

151,429

 

Variable TNA 4.00% + BADLAR

 

151,429

 

151,429

 

Class XIV

 

05/11/2017

 

05/11/2019

 

558,000

 

Variable TNA 3.50% + BADLAR

 

555,396

 

 

Class XV

 

08/24/2017

 

02/23/2019

 

413,500

 

Variable TNA 3.75% + BADLAR

 

411,410

 

 

Class XVI

 

11/22/2017

 

11/21/2019

 

535,500

 

Variable TNA 4.25% + TM20

 

532,308

 

 

Total

 

1,850,543

 

793,393

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

As of December 31, 2017 and 2016, Cordial Compañía Financiera’s Short Term Securities and Negotiable Obligations are recorded under Unsubordinated Negotiable Obligations for an amount of 1,850,543 and 793,393, respectively.

e. Global Program for the Issuance of Corporate Bonds

 

On September 22, 2010, Grupo Supervielle’s Shareholders’ General Meeting passed the adhesion to the public offering regime pursuant Law 17,811 and the creation of a Simple Negotiable Obligations Issuance Global Program, non-convertible into shares, which was passed by the National Securities Commission on November 11, 2010. Said negotiable obligations may be short, medium and/or long term, subordinated or not, with or without guarantee, in pesos, in US dollars or any other currency, for a maximum current amount that shall not exceed, at any time, 1,000,0001,000 (one billionthousand million pesos) or its equivalent in any other currency, pursuant to the last amendment of the Program on May, 7, 2015.

 

Likewise, negotiable obligations may be issued in several classes and/or series over the course of the program enforcement, relying on the possibility of re-issuing successive classes and/or series to be amortized.

As of April 19, 2016, since the aforementioned Program was no longer in effect, the Group’s Ordinary and Extraordinary shareholders’ meeting, passed the creation of a new Negotiable Obligations Issuance Global Program, for the issuance of simple, short and/or medium term, subordinated or not, with or without guarantees, securities for up to a maximum outstanding amount of 1,000,000 (one billionthousand million pesos), under which different classes and/or series of Negotiable Obligations denominated in pesos, dollar or other foreign currencies can be issued.

 

AtBanco Supervielle S.A.

On April 25, 2013, the Shareholders' meeting No. 39, resolved to approve the creation of a Global Program for the Issuance of Negotiable Obligations (the "Program") for up to a maximum outstanding amount of AR$ 500,000,000. The Program was authorized by the National Securities Commission through Resolution No. 17,165 dated August 15, 2013. On April 18, 2016, the Shareholders' meeting No. 43 approved the increase of the total amount of the Program to a nominal value of up to AR$ 1,000,000,000. That increase was authorized by the National Securities Commission Board through Resolution No. 18,296 dated October 27, 2016. On March 22, 2017 the Extraordinary General shareholders’ meeting No. 45 approved the issuance of the Program for a maximum amount of nominal value AR$ 2,500,000,000. The National Securities Commission´s Board approved the program´s increase up by Resolution No. 18,608 on April 12, 2017.

Global Program for the Issuance of Medium-Term Securities for up to V / N US $ 800,000,000

On September 22, 2016, the Shareholders' meeting No. 117, resolved to approve the creation of a Global Program for the Issuance of Negotiable Obligations for up to a maximum outstanding amount of USD 800,000,000 (United States dollars eight hundred million). The Program was authorized by the National Securities Commission through Resolution No. 18,376 dated November 24, 2016.

On March 6, 2018, the Shareholders' meeting, resolved to approve the extension of the Program for up to a maximum outstanding amount of USD 2,300,000,000 (United States dollars two thousand and three hundred million). The Program was authorized by the National Securities Commission through Resolution No. 19,470 dated April 16, 2018.

F-63

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2017 and2018 presented in comparative format

(Expressed in thousands of pesos)

On August 6, 2018 the Shareholders’ meeting resolved to request the National Securities Commission the Bank’s registration as Frequent Issuer of Negotiable Obligations. The request was authorized by the National Securities Commission through Resolution No. 19,958 dated December 27, 2018.

Cordial Compañía Financiera S.A: Program for the Issuance of Negotiable Obligations

On April 25, 2013, the Shareholders' meeting No. 39, resolved to approve the creation of a Global Program for the Issuance of Negotiable Obligations (the "Program") for up to a maximum outstanding amount of AR$ 500,000,000. The Program was authorized by the National Securities Commission through Resolution No. 17,165 dated August 15, 2013. On April 18, 2016, the following seriesShareholders' meeting No. 43 approved the Increase of corporate bondsthe total amount of Grupo Supervielle issued under the above mentioned program were outstanding:Program to a nominal value of up to AR$ 1,000,000,000. That increase was authorized by the National Securities Commission Board through Resolution No. 18,296 dated October 27, 2016. On March 22, 2017 the Extraordinary General shareholders’ meeting No. 45 passed the issuance of the Program for a maximum amount of nominal value AR$ 2,500,000,000. The National Securities Commission´s Board approved the program´s grow up by Resolution No. 18,608 on April 12, 2017.

Class

 

Issuance
date

 

Currency

 

Amount (in
thousands)

 

Rate

 

Maturity
Date

 

12/31/2017

 

12/31/2016

 

Class XIII

 

01/31/2014

 

AR$

 

23,100

 

BADLAR + 6.25%

 

01/31/2019

 

22,870

 

22,659

 

Class XX

 

07/28/2015

 

AR$

 

129,500

 

Mixed: Fixed 27.5% until 6th month and BADLAR + 4.5% upon maturity.

 

01/28/2017

 

 

129,389

 

 

 

 

 

 

 

Total

 

 

 

 

 

22,870

 

152,048

 

 

As of December 31, 2017 Class XX was fully amortized.2019 and 2018, the amounts outstanding and the terms corresponding to outstanding unsubordinated negotiable obligations were as follows:

 

Class Issue Date Maturity Date Annual Interest Rate 12/31/2019  12/31/2018 
Grupo Supervielle Class XIII 01/31/2014 01/31/2019 Badlar + Spread 6.25%  -   43,108 
Banco Supervielle Class A 02/09/2017 08/09/2020 Badlar + Spread 4.5%  3,804,338   6,461,888 
Banco Supervielle Class B 12/22/2017 12/22/2019 Floating TM20 + Spread 3.25%  -   923,233 
Banco Supervielle Class C 12/22/2017 12/22/2021 Badlar + Spread 4.25%  667,169   1,026,425 
Banco Supervielle Class D 02/14/2018 08/14/2019 Badlar + Spread 3.5%  -   1,182,758 
Banco Supervielle Class E 02/14/2018 02/14/2023 Badlar + Spread 4.05%  1,599,410   2,595,420 
Cordial Compañía Financiera Class XIV 05/11/2017 05/11/2019 Badlar + Spread 3.5%  -   611,622 
Cordial Compañía Financiera Class XV 08/24/2017 02/23/2019 Badlar + Spread 4.75%  -   562,105 
Cordial Compañía Financiera Class XVI 11/22/2017 11/21/2019 Floating TM20 + Spread 4.25%  -   832,253 
Micro Lending Class II 08/16/2016 08/16/2019 Badlar + Spread 5%  -   30,773 
Micro Lending Class III 10/04/2017 10/05/2020 Badlar + Spread 7%  15,558   47,860 
Total        6,086,475   14,317,445 

Funds resulting from

b.Subordinated Negotiable Obligations

Program for the allocation of said negotiable obligations classes, net of issuance expenses, were assigned in full, pursuant to Article 36 of Negotiable Obligations Law 23,576,for up to nominal value $ 750,000,000 (increased to nominal value $ 2,000,000,000)

As of March 25, 2013, the settlementBank’s Extraordinary General shareholders’ meeting, approved the creation of a Global Program for the issuance of Negotiable Obligations for up to a maximum outstanding amount of 750,000,000 (seven hundred and fifty million pesos). On April 15, 2016, the Ordinary and Extraordinary Shareholders' meeting approved the increase the maximum outstanding amount of the Group’s financial liabilities.Program to 2,000,000,000 (two billion pesos) or its equivalent in foreign currency, passed by Resolution N° 18,224 from the National Securities Commission on September 22, 2016.

 

28.Non-controlling interest

F-64

GRUPO SUPERVIELLE S.A.

 

The breakdown of this caption is as follows:

 

 

December31,

 

Company

 

2017

 

2016

 

Banco Supervielle

 

11,497

 

103,397

 

Total

 

Ps.

11,497

 

Ps.

103,397

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years endedAs of December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)

29.Group’s Risk Management Policies

Comprehensive risk management constitutes a key discipline for financial institutions. Grupo Supervielle aims to create through its subsidiaries, a solid and efficient organization in risk management, the framework for an optimal use of its capital and for identifying business opportunities in the markets and geographical regions in which it operates, seeking the best risk-reward balance for its shareholders. The risk management framework is communicated to all the organization and strives for a balance between a solid culture in risk matters and being an innovative Company, focused on its customers, and recognized for its agile, straightforward and gentle operating style.pesos)

 

The Company’sfollowing chart provides the main terms and conditions of issuances underway as of December 31, 2019 and 2018:

                     Book Value 
Issuance date Currency  Class  Amount  Amortization Term  Maturity date Rate  12/31/2019  12/31/2018 
08/20/2013  U$S   III   22,500  100% at mat,  84 Months  08/20/20  7%  1,308,192   1,340,759 
11/18/2014  U$S   IV   13,441  100% at mat,  84 Months  11/18/21  7%  811,696   788,000 
Total                         2,119,888   2,128,759 

On August 6, 2018, the Board of Directors considers that its criteriaresolved to request the CNV the Bank´s registration as a frequent issuer of negotiable obligations, and guidelines regarding risk management are a key partit´s consequent authorization to issue negotiable obligations under the aforementioned regime, in the terms set forth in the Resolution and submitting before said body all the necessary documentation for such purposes.

25.RESTRICTIONS IMPOSED ON THE DISTRIBUTION OF DIVIDENDS

The distribution of retained earnings in the form of dividends is governed by the Argentine Corporations Law. These rules require Grupo Supervielle to transfer 5% of its Corporate Governance. The risksnet income to whicha legal reserve until the Company is exposed, are inherentreserve equals to 20% of the financial industry, such as credit, market, interest rate, liquidity, operational, reputational and strategic risk. In addition, the Company is exposed to securitization risk, given the leadership role it has on this subject.company's outstanding capital stock.

 

Within this framework,In addition, with regard to Banco Supervielle and Cordial Compañía Financiera, follow20% of the guidelines set forthprofits shown by the BCRAincome statement for comprehensive risk management and corporate governancethe fiscal year, plus - minus the adjustments to prior year results, minus the accumulated loss, if any, at the end of the preceding year, must be transferred to the legal reserve.

 

30.Parent only Financial StatementsFurthermore, the distribution of dividends in these entities shall comply with a series of requirements established by the Argentine Central Bank. The amount to be distributed, shall not compromise the Company’s liquidity and solvency, which can be verified by not recording insufficiencies in the capital adequacy requirements at the end of the fiscal year from which dividends are to be paid out. In regards to minimum liquidity requirements, the average balance of liquid assets (in pesos, foreign currency or government securities) must exceed the liquidity requirement of the last closed period, or the projected period considering the dividend payment.

 

The Group may pay dividends to the extent that it has distributable retained earnings and distributable reserves calculated in accordance with the rules of the Argentine Central Bank described in Note 1.

Shareholders' equity under the rules of the Argentine Central Bank comprise the following are the parent company only financial statements of Grupo Supervielle ascaptions:

At
December 31,
2019
Capital Stock456,722
Paid in Capital8,997,297
Legal Reserve91,344
Other Reserves6,708,810
Other Comprehensive Income1,167,932
Net Income for the year4,257,932
Total shareholders’ equity under the rules of the Argentine Central Bank21,680,037

F-65

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015.

Balance sheet (Parent Company only)

 

��

December 31,

 

 

 

2017

 

2016

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and due from banks

 

Ps.

17,171

 

Ps.

4,050

 

Short - term investments

 

4,321,803

 

830,955

 

Tax credits

 

10

 

 

Other receivables

 

80,885

 

13,147

 

Total current assets

 

Ps.

4,419,869

 

Ps.

848,152

 

 

 

 

 

 

 

Non - current assets

 

 

 

 

 

Long - term investments

 

Ps.

10,792,345

 

Ps.

6,234,535

 

Premises and equipment

 

397

 

 

Tax credits

 

8,205

 

11,133

 

Other receivables

 

1,682

 

4,630

 

Total non-current assets

 

Ps.

10,802,629

 

Ps.

6,250,298

 

Total assets

 

Ps.

15,222,498

 

Ps.

7,098,450

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Trade accounts payable

 

Ps.

2,275

 

Ps.

671

 

Financial indebtedness

 

2,728

 

137,833

 

Taxes payable

 

1,197

 

2,802

 

Other accounts payable

 

25,675

 

2,723

 

Total current liabilities

 

Ps.

31,875

 

Ps.

144,029

 

 

 

 

 

 

 

Non - current liabilities

 

 

 

 

 

Financial indebtedness

 

Ps.

22,870

 

Ps.

22,870

 

Other accounts payable

 

22,955

 

 

Total non-current liabilities

 

Ps.

45,825

 

Ps.

22,870

 

Total liabilities

 

Ps.

77,700

 

Ps.

166,899

 

Shareholder’s equity

 

Ps.

15,144,798

 

Ps.

6,931,551

 

Total liabilities and shareholders’ equity

 

Ps.

15,222,498

 

Ps.

7,098,450

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)pesos)

26.LOANS AND OTHER FINANCING

As of December 31, 2019 and 2018 the composition of the loan portfolio is as follows: 

 

Statement of Income (Parent Company only)

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Equity in earnings of controlled companies

 

Ps.

1,891,777

 

Ps.

1,285,428

 

Ps.

788,490

 

Administrative expenses

 

(144,721

)

(69,914

)

(26,253

)

Other income, net

 

56,457

 

31,086

 

18,405

 

Financial results, net

 

 

 

 

 

 

 

Generated by assets

 

Ps.

643,273

 

Ps.

188,345

 

Ps.

49,176

 

Generated by liabilities

 

(9,727

)

(129,641

)

(155,709

)

Income before income tax

 

Ps.

2,437,059

 

Ps.

1,311,304

 

Ps.

674,109

 

Income tax

 

 

 

 

Net income for the year

 

Ps.

2,437,059

 

Ps.

1,311,304

 

Ps.

674,109

 

  Assets Before Allowances  Total as of
December 31,
 
  Stage 1  Stage 2  Stage 3  2019 
Promissory notes  8,009,641   220,628   284,448   8,514,717 
Unsecured corporate loans  9,974,477   363,545   768,167   11,106,189 
Overdrafts  4,339,933   88,118   1,170,260   5,598,311 
Mortgage loans  6,030,357   1,139,227   747,436   7,917,020 
Automobile and other secured loans  799,642   260,651   159,643   1,219,936 
Personal loans  14,047,805   1,115,171   1,132,265   16,295,241 
Credit card loans  11,850,570   560,447   542,364   12,953,381 
Foreign Trade Loans  16,198,790   615,514   1,336,442   18,150,746 
Other financings  7,742,824   93,942   75,911   7,912,677 
Other receivables from financial transactions  1,844,597   16,506   45,940   1,907,043 
Receivables from financial leases  2,818,321   184,319   184,049   3,186,689 
Subtotal  83,656,957   4,658,068   6,446,925   94,761,950 
Allowances for loan losses  (1,605,160)  (838,710)  (4,308,069)  (6,751,939)
Total  82,051,797   3,819,358   2,138,856   88,010,011 

 

Statement of Cash Flows (Parent Company only)

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Changes in cash and cash equivalents

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

Ps.

835,005

 

Ps.

22,042

 

Ps.

1,657

 

Net (decrease) / increase in cash and cash equivalents

 

(678,877

)

812,963

 

20,385

 

Cash and cash equivalents at the end of year

 

Ps.

156,128

 

Ps.

835,005

 

Ps.

22,042

 

 

 

 

 

 

 

 

 

Cash flow from operating activities

 

 

 

 

 

 

 

Operating expenses paid

 

Ps.

(101,031

)

Ps.

(65,569

)

Ps.

(28,717

)

Dividends received

 

235,071

 

187,359

 

33,600

 

Other operating income received / (expenses paid)

 

6,838

 

71,046

 

(21,343

)

Net cash provided by / (used in) operating activities

 

Ps.

140,878

 

Ps.

192,836

 

Ps.

(16,460

)

 

 

 

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

 

 

 

Other investments

 

Ps.

(3,816,695

)

Ps.

 

Ps.

 

Proceeds from sales of subsidiaries

 

51,685

 

1,203

 

Ps.

 

Purchase from premises and equipment

 

(418

)

 

190

 

Increase in long-term investments

 

(2,960,821

)

(2,248,250

)

(25,504

)

Net cash used in investing activities

 

Ps.

(6,726,249

)

Ps.

(2,247,047

)

Ps.

(25,314

)

 

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

 

Contributions received

 

5,841,688

 

3,301,137

 

 

Dividends paid

 

(65,500

)

(25,162

)

(7,385

)

Financing (paid) / received

 

(144,832

)

(594,048

)

54,256

 

Net cash provided by financing activities

 

Ps.

5,631,356

 

Ps.

2,681,927

 

Ps.

46,871

 

Net financial income from holdings of cash and cash equivalents

 

275,138

 

185,247

 

15,288

 

Net (decrease) / increase in cash and cash equivalents

 

Ps.

(678,877

)

Ps.

812,963

 

Ps.

20,385

 

  Assets Before Allowances  Total as of
December 31,
 
  Stage 1  Stage 2  Stage 3  2018 
Promissory notes  11,040,711   728,667   372,861   12,142,239 
Unsecured corporate loans  9,566,113   2,115,729   277,612   11,959,454 
Overdrafts  6,888,246   1,096,622   181,025   8,165,893 
Mortgage loans  8,362,500   216,941   14,937   8,594,378 
Automobile and other secured loans  1,945,195   163,435   279,678   2,388,308 
Personal loans  24,712,374   3,388,932   2,630,599   30,731,905 
Credit card loans  12,498,927   916,400   781,512   14,196,839 
Foreign Trade Loans  18,771,657   854,199   1,561,731   21,187,587 
Other financings  8,008,012   1,386,762   175,934   9,570,708 
Other receivables from financial transactions  2,039,401   18,592   32,756   2,090,749 
Receivables from financial leases  4,942,686   265,384   129,095   5,337,165 
Subtotal  108,775,822   11,151,663   6,437,740   126,365,225 
Allowances for loan losses  (2,212,268)  (1,762,950)  (3,618,372)  (7,593,590)
Total  106,563,554   9,388,713   2,819,368   118,771,635 

 

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Table of ContentsExpected Credit Loss Allowances

 

Grupo Supervielle S.A.An analysis of changes in the gross carrying amount and Subsidiariesthe corresponding ECL allowance is, as follows:

 

  Assets Before Allowances  ECL Allowance 
  Stage 1  Stage 2  Stage 3  Total  Stage 1  Stage 2  Stage 3  Total 
Balance at the beginning of the year 108,775,822  11,151,663  6,437,740  126,365,225  2,212,268  1,762,950  3,618,372  7,593,590 
Transfers                                
1 to 2  (975,855)  975,855   0   0   (61,394)  311,209   0   249,815 
1 to 3  (5,030,380)  0   5,030,380   0   (92,597)  0   3,446,674   3,354,077 
2 to 3  0   (1,293,344)  1,293,344   0   0   (217,452)  747,949   530,497 
2 to 1  4,403,744   (4,403,744)  0   0   54,696   (336,834)  0   (282,138)
3 to 2  0   46,115   (46,115)  0   0   9,708   (31,725)  (22,017)

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GRUPO SUPERVIELLE S.A.

Notes to the Consolidated Financial Statements

For the years endedAs of December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)pesos)

   Assets Before Allowances   ECL Allowance 
   Stage 1   Stage 2   Stage 3   Total   Stage 1   Stage 2   Stage 3   Total 
3 to 1  160,733   0   (160,733)  0   15,515   0   (112,975)  (97,460)
Net changes of financial assets  (33,785,702)  (2,107,933)  (2,087,060)  (37,980,695)  (587,501)  (715,925)  1,543,541   240,115 
Write-Offs  0   0   (5,029,098)  (5,029,098)  0   0   (5,029,098)  (5,029,098)
Exchange Differences and Others  10,108,595   289,456   1,008,467   11,406,518   64,173   25,054   125,331   214,558 
Gross carrying amount at December 31, 2019  83,656,957   4,658,068   6,446,925   94,761,950   1,605,160   838,710   4,308,069   6,751,939 

   Assets Before Allowances   ECL Allowance 
   Stage 1   Stage 2   Stage 3   Total   Stage 1   Stage 2   Stage 3   Total 
Balance at the beginning of the year  129,105,886   6,422,218   5,588,945   141,117,049   2,601,836   1,542,565   2,971,288   7,115,689 
Transfers                                
1 to 2  (3,390,317)  3,390,317   -   -   (111,310)  652,494   -   541,184 
1 to 3  (1,889,857)  -   1,889,857   -   (113,691)  -   1,608,825   1,495,134 
2 to 3  -   (718,411)  718,411   -   -   (234,756)  433,741   198,985 
2 to 1  1,090,798   (1,090,798)  -   -   35,469   (144,782)  -   (109,313)
3 to 2  -   173,815   (173,815)  -   -   27,351   (116,916)  (89,565)
3 to 1  46,771   -   (46,771)  -   4,421   -   (56,700)  (52,279)
Net changes of financial assets  (26,451,011)  2,615,931   2,428,106   (21,406,974)  (214,161)  (82,519)  2,787,456   2,490,776 
Write-Offs  -   -   (4,017,832)  (4,017,832)  -   -   (4,017,832)  (4,017,832)
Exchange Differences and Others  10,263,552   358,591   50,839   10,672,982   9,704   2,597   8,510   20,811 
Gross carrying amount at December 31, 2018  108,775,822   11,151,663   6,437,740   126,365,225   2,212,268   1,762,950   3,618,372   7,593,590 

27.RISK MANAGEMENT POLICIES

Financial risk factors

 

Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months according to the following detail:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Cash and due from banks

 

Ps.

17,171

 

Ps.

4,050

 

Ps.

3,485

 

Time deposits

 

138,957

 

830,955

 

18,557

 

Cash and cash equivalents

 

Ps.

156,128

 

Ps.

835,005

 

Ps.

22,042

 

Reconciliation between balances as appearing on the Balance sheet and the items considered as Cash and cash equivalents:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Cash and due from banks

 

 

 

 

 

 

 

As per the Balance sheet

 

Ps.

17,171

 

Ps.

4,050

 

Ps.

3,485

 

As per the Statement of cash flows

 

Ps.

17,171

 

Ps.

4,050

 

Ps.

3,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short term investments

 

 

 

 

 

 

 

As per the Balance sheet

 

Ps.

4,321,803

 

Ps.

830,955

 

Ps

43,720

 

Items that are not cash equivalents

 

(4,182,846

)

 

(25,163

)

As per the Statement of cash flows

 

Ps.

138,957

 

Ps.

830,955

 

Ps

18,557

 

31.Credit Line for Productive Investmentrisk

 

Pursuant to Communications “A” 5319The Integral Risk Committee approves credit risk strategies and policies submitted in accordance with recommendations provided by the Integral Risk Corporate Department, the Credit Corporate Department and commercial sectors and in compliance with regulations set by the Argentine Central Bank. The credit strategy and policy is aimed at the development of commercial opportunities within the framework and conditions of the BCRA, financial institutionsGroup´s business plan, while keeping suitable caution levels in face of the risk.

Policies and procedures enable the definition of accurate aspects aimed at the deployment of the Group´s Strategy related to the administration of credit risk; among them, the Group´s criteria to grant loans, credit benefits and powers, types of products and the way in which the structure is organized, among other aspects. Likewise, the Group relies on an integral risk policy where aspects related to general key risk governance as well as specific manuals and procedures that include, among others, all relevant regulations issued by the Argentine Central Bank.

The entity´s credit risk management policies are requiredapplied to offercorporate and individuals. To such ends, a credit line directedcustomer segmentation has been defined for corporate banking, retail banking and finance.

The Group is willing to finance investment projectscarry out a strategy that enable it to purchase capital goods and/oraddress its contractual commitments, both under normal market conditions and adverse situations. Therefore, the Entity relies on scoring and rating models to financeestimate probability of default (PD) for the constructiondifferent client portfolios. As for risk appetite framework, the Group relies on cut-offs for each risk-based segment that express the maximum risk to be assumed in terms of facilitiesprobability of default.

F-67

GRUPO SUPERVIELLE S.A.

Notes to produce goods and/or services and to market goods (excluding inventories). These credit lines were required to reach in aggregate an amount equal to 5%Consolidated Financial Statements

As of average deposits received from the non-financial private sector, at or before June 30, 2013. Communications “A” 5380, 5449, 5516 and 5600 further extended these requirements to new credit lines, with the last one being due on December 31, 2018.

32.Protection to users of financial services

On July 19, 2013, the BCRA issued Communication “A” 5460, granting a broad protection to consumers of financial services, including, among other aspects, the regulation of fees and commissions charged by financial institutions for services provided. Therefore, fees and charges must represent a real, direct and demonstrable cost and should have a technical and economic justification.

On June 10, 2014, the BCRA issued Communications “A” 5590, 5591 and 5592, through which it adopted a set of rules regarding the reference interest rate for personal loans and car loans granted to retail customers, that are not considered as micro, small and medium size companies. In addition, it established new rules regarding fees and charges for basic financial products and services, as defined by the BCRA. Beginning on the effective date of the rule, financial institutions must have prior authorization from the BCRA to implement increases to the cost of those services.

On December 17, 2015 the BCRA issued Communication “A” 5853 through which it established that interest rates shall be agreed freely between financial institutions and its customers, thus removing the reference interest rate for personal loans and car loans.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)pesos)

 

33.Adoption

In addition to PD parameters, the Group relies on estimates of exposure at default (EAD) and loss given default (LGD) parameters with the International Financial Reporting Standardspurpose of estimating Group’s allowance for loan losses and the necessary economic capital to face unexpected losses that may arise due to credit risk.

 

The NationalGroup is aimed at keeping a diversified and atomized portfolio, in order to minimize risk concentration. To such ends, loan originationand client portfolio profiles are adjusted to each different circumstance.

Our debt securities portfolio is mainly composed of Securities Commission (“CNV”) has established the application of Technical Pronouncement No. 26 of the Argentine Federation of Professional Councils in Economic Sciences, which adopts the International Financial Reporting Standards (“IFRS”) issued by the IASB (International Accounting Standards Board) for certain entities included within the public offering system, whether becauseBCRA that are highly liquid short-term instruments and a Government Security due in November 2020 (TN20), both without credit rating. The aforementioned instruments represents 91.3% and 74.1% of their capital or their negotiable obligations, or because they have requested to be included in such system, for financial statements corresponding to fiscal years started as from January 1, 2012. The adoption of such standards is not applicable to the Company since the CNV exempts banks, insurance companies and companies that invest in banks and insurance companies. Therefore, due to the fact that Banco Supervielle is the Company’s main equity investment, a financial institution subject to the BCRA regulations, the Company continued following the valuation and disclosure criteria applied by Banco Supervielle for the presentation of the consolidated financial statements.

On February 12, 2014, the BCRA approved a convergence roadmap to IFRS for financial statements of institutions under its supervision, with an effective date for fiscal years commenced on January 1, 2018.

In March 2015, Banco Supervielle and Cordial Compañía Financiera’s Board of Directors approved an implementation plan, following the guidelines set up by the BCRA, which shall have a six-month period review and update.

At the date of these financial statements, the Group had taken the necessary measures to fulfill the implementation plan.

In accordance with the requirements of the Technical Pronouncement No. 26 and 29 of the Argentine Federation of Professional Councils in Economic Sciences, the following are the reconciliations of the shareholders´ equity in accordance with Argentine GAAP and IFRS at December 31, 2017 and January 1, 2017, and the reconciliations of net income and comprehensive income for the fiscal year ended as December 31, 2017. The Company has considered, in the preparation of the reconciliations, those IFRS that it considers will be applicable for the preparation of its financial statementsour total portfolio as of December 31, 2019 and 2018, as it were adopted by the BCRA. The items and figures contained in this note are subject to change and only may be considered final when the annual financial statements for the year in which IFRS are applied for the first time.respectively.

Credit Risk Measurement Models

 

The itemsEntity relies on models aimed at estimating the distribution of potential credit losses in its credit portfolio, which depend on defaults by the counterparties (PD – Probability of Default), as well as the assumed exposure to such defaults (EAD –Exposure At Default) and amounts included in the reconciliation could be modified to the extent that, when preparing the financial statements asrecoveries of December 31, 2018, the standards used are different.each defaulted loan (LGD – Loss Given Default).

 

Reconciliation of Shareholders’ equity

 

 

12/31/2017

 

01/01/2017

 

Shareholders’ equity as stated

 

15,144,798

 

6,931,551

 

Loan origination fees and costs

(a)

(223,248

)

(68,123

)

Intangible assets

(b)

(69,142

)

(46,268

)

Goodwill

(c)

8,464

 

 

Transfers of financial assets

(d)

(105,939

)

(26,218

)

Government securities and other investments

(e)

(15,368

)

(9,485

)

Investments in other companies

(f)

7,216

 

 

Vacation Provision

(g)

(265,497

)

(215,361

)

Property, Plant and Equipment

(h)

283,470

 

273,022

 

Deferred Income tax

(i)

477,426

 

313,919

 

Special Termination Arrangements

(j)

(598,281

)

(290,025

)

Customer loyality programs

(k)

(51,193

)

(44,091

)

Accounting for Guarantees

(l)

(12,608

)

(9,111

)

Initial Recognition at Fair Value

(m)

(182,161

)

(88,463

)

Non-controlling interest

(n)

11,497

 

103,397

 

Equity under IFRS

 

14,409,434

 

6,824,744

 

Non-controlling interest

 

(10,583

)

(100,046

)

The Group Shareholder’s equity under IFRS

 

14,398,851

 

6,724,698

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Reconciliation of Net Income

12/31/2017

Net income under Argentine Banking GAAP

2,437,059

Loan origination fees and costs

(a)

(155,125

)

Intangible assets

(b)

(22,874

)

Goodwill

(c)

8,464

Transfers of financial assets

(d)

(79,721

)

Government securities and other investments

(e)

(12,857

)

Vacation Provision

(g)

(50,136

)

Property, Plant and Equipment

(h)

(109,171

)

Deferred Income tax

(i)

163,507

Special Termination Arrangements

(j)

(308,256

)

Customer loyality programs

(k)

(7,102

)

Accounting for Guarantees

(l)

(3,497

)

Initial Recognition at Fair Value

(m)

(93,698

)

Non-controlling interest

(o)

5,897

Net income under IFRS

1,772,490

Non-controlling interest

(7,984

)

Net income attributable to the Group in accordance with IFRS

1,764,506

Reconciliation of Comprehensive Income

12/31/2017

Other comprehensive income under Argentine Banking GAAP

Ajustments on Comprehensive Income for application of IFRS 1

(6,527

)

Government securities and other investments

(e)

6,974

Property, Plant and Equipment

(h)

239,305

Investments in other companies

(f)

7,216

Deferred Income tax

(i)

(86,439

)

Non-controlling interest about ajustments

(o)

(243

)

Other comprehensive income under IFRS

160,286

Non-controlling interest

(351

)

Other comprehensive income attributable to the Group under IFRS

159,935

a)             Loan origination fees and costs

Under Argentine GAAP, the Company does not defer loan origination fees and costs. In accordance with IFRS 9 “Financial Instruments”, loan origination fees net of certain direct loan origination costs should be recognized over the life of the related loan as an adjustments of to yield using the interest method.

The effects of the adjustments required to state such amounts in accordance with IFRS, decrease assets by 68,123 and 223,248 as of January 1, 2017 and December 31, 2017, respectively. At January 1, 2017, the adjustment was recognized against unallocated results, while for the fiscal year ended December 31, 2017 the adjustment for 155,125 was recognized in the statement of income.

b)        Intangible assets

According to IFRS, an intangible asset is an identifiable non-monetary asset that does not possess physical substance. In order to be recognized, the Company must have control over it and the asset must generate future economic benefits.

Under Argentine Banking GAAP, the Company capitalizes costs relating to intangible assets that do not meet IFRS requirements for recognition. The adjustment corresponds to the derecognition of these assets and the reversal of accumulated amortization and amortization of the fiscal year.

The effects of the adjustments required to state such amounts in accordance with IFRS, decrease assets by 46,268 and 69,142 as of January 1, 2017 and December 31, 2017, respectively. At January 1, 2017,

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

the adjustment was recognized against unallocated results, while for the fiscal year ended December 31, 2017, a result of (22,874) was recognized in the income statement.

c)         Goodwill

The Company has applied the exemption from IFRS 1 for business combinations. As a result, business combinations and acquisitions of non-controlling interests that ocurred prior to January 1, 2017, were not restated and the book value of the goodwill under IFRS at December 31, 2016, is equal to the book value under Argentine GAAP at that date, and amounts to 31,475. Intangible assets under Argentine GAAP that do not qualify for separate recognition under IFRS have not been recognized.

Under Argentine GAAP, the recognized goodwill is amortized over a maximum period of 120 months. In accordance with IFRS, the goodwill is not amortized, but is tested for impairment annually. The goodwill has been tested at the date of transition and no impairment has been recognized. The amortization charge of 8,464 has been adjusted in the income statement.

d) Transfers of financial assets

According to the Argentine Banking GAAP, for transfers of receivables with recourse, the Group recorded a gain in the income statement and accounted for the transaction as a sale of loans.

In accordance with IFRS 9 “Financial Instruments”, it must be analyzed whether it has substantially transferred all the risks and rewards inherent in the ownership of the transferred asset. If the aforementioned is not complied with, the entity will continue to recognize the transferred asset in its entirety, and will recognize a financial liability for the consideration received. In subsequent periods, the entity will recognize any income from the transferred financial asset and any expense incurred on the financial liability.

The Company recognized an asset for the transferred portfolios of 144,198 and 570,803, a liability for the consideration received of 170,416 and 676,742, and an adjustment to unallocated results of 26,218 and 26,218 as of January 1, 2017 and December 31, 2017, respectively. At January 1, 2017, the adjustment was recognized against unallocated results, while for the fiscal year ended December 31, 2017 the adjustment of (79,721) was recognized in the income statement.

e) Government securities and other investments

Under Argentine Banking GAAP the Group has recorded “Holding of trading securities”, “Unlisted Government Securities”, “Investments in listed corporate securities”, “Securities issued by the Argentine Central Bank listed” and “Securities receivable under spot and forward purchases pending settlement” at fair value, meanwhile the “Securities issued by the Argentine Central Bank unlisted” and “Unlisted corporate bonds” has been value at cost increased by their internal rate of return. Changes in valuation of these securities are included in earnings.

IFRS 9 “Financial Instruments” establishes an entity should classify its financial assets according to the business model that it uses to manage them and the characteristics of the contractual cash flows. Based on the aforementioned, the Group has classified its investmentdeveloped a Risk-Adjusted Return on Capital (RAROC) model.

Allowances for loan losses calculation

Allowances for loan losses calculation is based on models that analyzes the Group’s own portfolio into those heldinformation to estimate, in global terms, the average value of the loss distribution function over an annual term (expected credit loss).The expected credit loss is determined based on PD, EAD, and LGD loss factors.

Economic Capital Calculation

The economic capital for trading, which were valuedcredit risk is the difference between the portfolio’s value at risk (according to the confidence level for individuals of 99.9% and for companies of 99%) and the expected credit losses.

The Group relies on economic capital models for credit risk (one for individuals and another for companies). Such quantitative models include the exacerbation of capital by concentration risk and Securitization Risk. In the economic capital calculation models a one year holding period is used, except from factoring exposures where a six month holding period is used.

Counterparty Risk Management

The Group relies on a Counterparty’s Risk Map approved by the Credit Committee where the following limits are defined for each counterparty according to the Group’s risk appetite: credit exposure and settlement limits, foreign exchange settlement risk, securities settlement risk and Repo transactions settlement risk, among other.

Regarding the economic capital for the counterparty’s risk, it is included in the Economic Capital Quantitative Model for Credit Risk.

Impairment of Financial Instruments

The Group tests for impairment the financial assets measured at amortized cost, debt instruments measured at fair value through profit and loss and those held for investment, which were valued at fair value with changes in other comprehensive income.

The Company adjusted the value of its investment portfolio at fair value (9,485) and (15,368) at January 1, 2017 and December 31, 2017, respectively. At January 1, 2017, the adjustment was recognized by (2,958) against unallocated results and (6,527) against comprehensive income, while, for the fiscal year ended December 31, 2017, the adjustment was recognized in the statement of income. Results by (12,857) and in other comprehensive income, by 6,974.finance lease and financial guarantee contracts and loan commitments granted that are not measured at fair value.

 

F-47



TableAs a rule, the expected credit loss is estimated as the difference between the contractual cash flows to be recovered and the expected cash flows discounted using the original effective interest rate. In the case of Contentspurchased or originated credit-impaired assets, this difference is discounted using the effective interest rate adjusted by credit rating.

 

Grupo Supervielle

F-68

GRUPO SUPERVIELLE S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years endedAs of December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)

f) Investments in other companies

Under IFRS, investments in which the Company has no control or significant influence should be measured at fair value. Under Argentine GAAP those investments are measured at cost value with the limit of the value through the equity metod.pesos)

 

The Company recognized an increase of assetsmovements in the allowance for 7,216loan losses as of December 31, 2017, which, by application of the exception of IFRS 1, was recognized2019 are detailed in the other comprehensive income.note 26.

 

g) Vacation Provision

Under IFRS, short-term employee benefits such as vacation, salary and social security contributions are recognized as a liability equivalent to the undiscounted amount that the Company expects to pay for that benefit.

Following Argentine Banking GAAP, the cost of vacations earned by employees is recorded by the Group when paid.

As a result, the Company recognized a liability for the outstanding vacation balances of 215,361 and 265,497 as of January 1, 2017 and December 31, 2017, respectively. At January 1, 2017, the adjustment was recognized against unallocated results, while, for the fiscal year ended December 31, 2017, the adjustment was recognized in the income statement by (50,136).

h) Property, Plant and Equipment

Through the application of IAS 16 and IAS 40, the Company adopted the revaluation model for its properties and the fair value model for its investment properties.

Under Argentine Banking GAAP, these assets were recorded at historical value less accumulated amortization.

As a result, the Company recognized an increase of assets due to the revaluation of its properties of 293,478 and 283,470 as of January 1, 2017 and December 31, 2017, respectively. At January 1, 2017, the adjustment was recognized in other comprehensive income, while for the fiscal year ended December 31, 2017, an adjustment was recognized for (109,171) in the income statement and 119,619 in the other comprehensive income.

i) Deferred Income tax

Under IFRS, the tax charge for the fiscal year includes current and deferred taxes. Current income tax is calculated based on laws approved or substantially approved at the balance sheet date. Deferred tax is recognized under the liability method, due to temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recorded if they arise from the initial recognition of Goodwill; or the initial recognition of an asset or liability in a transaction, other than a business combination, which at the time of the transaction, affects neither the accounting result nor the taxable profit or loss. Deferred tax is determined using tax rates (and laws) approved or about to be approved at the balance sheet date and expected to apply when the corresponding deferred tax asset is realized or the deferred tax liability is settled.

Under Argentine Banking GAAP, Banco Supervielle and Cordial Compañía Financiera (subsidiaries of the Group) recognize the current tax for the year.Write-Off

 

The Group recognizedreduce the gross carrying amount of a deferred tax netfinancial asset when it has no reasonable expectations of 313,919 and 477,426 asrecovering a financial asset in its entirety of January 1, 2017 anda portion thereof. A write-off constitues a derecognition event.

Maximum Credit Risk Exposure

Financial Instruments to which the impairment requirements in IFRS 9 are applied

  December 31, 2019 
  ECL Staging    
Loan Type Stage 1
12-month ECL
  Stage 2
Lifetime ECL
  Stage 3
Lifetime ECL
  Total 
Promissory Notes  8,009,641   220,628   284,448   8,514,717 
Unsecured Corporate Loans  9,974,477   363,545   768,167   11,106,189 
Overdrafts  27,183,947   441,780   1,168,592   28,794,319 
Mortgage Loans  6,030,357   1,139,227   747,436   7,917,020 
Automobile and other secured loans  799,642   260,651   159,643   1,219,936 
Personal Loans  32,587,196   4,932,804   1,154,309   38,674,309 
   Retail  13,070,026   807,506   435,054   14,312,586 
   Consumer Finance  19,517,170   4,125,298   719,255   24,361,723 
Credit Card Loans  31,059,187   911,868   545,659   32,516,714 
   Retail  26,906,451   772,705   272,095   27,951,251 
   Consumer Finance  4,152,736   139,163   273,564   4,565,463 
Foreign Trade Loans  16,198,790   615,514   1,336,442   18,150,746 
Other Financings  7,870,468   116,204   76,335   8,063,007 
Other Receivables from Financial Transactions  1,844,597   16,506   45,940   1,907,043 
Receivables from Financial Leases  2,818,321   184,319   184,049   3,186,689 
Total  144,376,623   9,203,046   6,471,020   160,050,689 

  December 31, 2018 
  ECL Staging    
Loan Type Stage 1
12-month ECL
  Stage 2
Lifetime ECL
  Stage 3
Lifetime ECL
  Total 
Promissory Notes  11,040,711   728,667   372,861   12,142,239 
Unsecured Corporate Loans  9,566,109   2,115,731   277,614   11,959,454 
Overdrafts  46,873,802   2,092,931   187,576   49,154,309 
Mortgage Loans  8,362,500   216,941   14,937   8,594,378 
Automobile and other secured loans  1,945,197   163,433   279,678   2,388,308 
Personal Loans  24,712,372   3,388,933   2,630,600   30,731,905 
   Retail  20,024,331   1,359,665   506,605   21,890,601 
   Consumer Finance  4,688,041   2,029,268   2,123,995   8,841,304 
Credit Card Loans  30,883,372   1,388,599   853,883   33,125,854 
   Retail  23,665,677   897,518   331,160   24,894,355 
   Consumer Finance  7,217,695   491,081   522,723   8,231,499 
Foreign Trade Loans  18,771,655   854,199   1,561,733   21,187,587 
Other Financings  14,841,096   1,389,182   177,773   16,408,051 
Other Receivables from Financial Transactions  2,039,403   18,592   32,754   2,090,749 
Receivables from Financial Leases  4,942,687   265,382   129,096   5,337,165 
Total  173,978,904   12,622,590   6,518,505   193,119,999 

F-69

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2017, respectively. At January 1, 2017, the adjustment was recognized against unallocated

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)pesos)

 

results, while forFinancial Instruments to which the fiscal year ended December 31, 2017impairment requirements in IFRS 9 are not applied

The carrying amount of all financial instruments not subject to impairment is the adjustment was recognizedcorresponding fair value at the reporting date, as it best represents the maximum exposure to credit risk.

Market risk

Group defines Market Risk as the risk resulting from deviations in the statementtrading portfolio value as a result of income by 163,507 and (86,439) in the other comprehensive income.

j) Special Termination Arrangements

Special termination arrangements are principally postemployment benefits that a group of eligible employees receivemarket fluctuations during the period between their effective termination date and their retirement age, whe they voluntary accepts an irrevocable termination arrangement.

Under Argentine Banking GAAP, the cost of the special termination arrangement are recorded when paid.

Under IFRS, long-term benefits should be recorded as an expense recognized in the period the employees irrevocably accept the offer and the amount of the termination liability is reasonable estimable.

As a result, the Company recognized a liability corresponding to these arrangements of 290,025 and 598,281 as of January 1, 2017 and December 31, 2017, respectively. As of January 1, 2017, the adjustment was recognized against unallocated results, whilerequired for the fiscal year ended December 31, 2017, the adjustment was recognized in the statementsettlement of income by (308,256).

k) Customer loyalty programsportfolio positions.

 

The Risk Department’s measurement, control and follow-up perimeter covers those operations where certain loss risk in the Group offers reward programs that allow its cardholders to earn points that can be redeemed for´s shareholders equity value is assumed, as a broad rangeresult of rewards, including goodschanges in market factors. Such risk results from the variation in risk factors under evaluation (interest rate, exchange rate, market price of equity instruments and travels among others.options), as well as liquidity risk in the different products and markets where the Group operates.

 

Under Argentine Banking GAAP,According to its business strategy, Banco Supervielle is the component of the Group with the greatest exposure to this risk. On the other hand, Cordial Compañía Financiera has a minimum exposure to market risk and associated with liquidity management purposes. That is why market risk controls present a greater level of detail and emphasis on Banco Supervielle's trading portfolio.

With the purpose of measuring the risk of positions homogeneously and therefore, setting a limit and threshold structure to support management and control schemes, Banco Supervielle uses the VaR model (Value at Risk), which defines the maximum expected loss to be recorded in a liability basedfinancial asset portfolio in normal market conditions, within a certain period of time and at a pre-established confidence level. Indicators obtained from this enable the Group to identify a potential market risk and take preventive measures.

Market risk management is focused on the redemptions paid duringtrading portfolio managed by the last 12 months.

In accordanceTrading desk, although there is also a broader control including managed positions with IFRS 15, the Company establishes a liability based on the fair valueliquidity management objectives. For this reason, in terms of the points issued thatbroader trading portfolio, the controls are expectedlimited to be exchanged by customers. Pointsthe exposure to be redeemed are estimated based on the historical redemption behavior of each program. The liability is reduced asassumed risk, measured using the points are exchanged by customers or their due.

As a result,VaR methodology, in relation to the Company recognized a liability of 44,091 and 51,193 as of January 1, 2017 and December 31, 2017, respectively. As of January 1, 2017, the adjustment was recognized against unallocated results, while for the fiscal year ended December 31, 2017, the adjustment was recognized in the income statement by (7,102)regulatory capital (RC).

 

l) AccountingDuring 2019 it was approved the set up of a VaR limit for Guaranteesassets groups, in order to limit the risk the Entity could assume in each group considered in isolation.

 

Under IFRS,The objective is to incorporate an element of alert to credit events or break in the correlations between groups of assets, events that may escape the consideration of a diversified VaR. Another important event of the year was the modification of the methodology used for the execution of market risk stress tests, both for Banco Supervielle's total trading portfolio and for the portfolios managed by its Trading Desk and by Cordial Financial Company. The new methodology implies the selection of one or more historical events characterized by stress situations that could increase the assumed market risk. From there, the variances and covariances matrix of these historical moments are incorporated into the evaluation of current trading portfolios.

On the other hand, the controls over the trading desk are more exhaustive.

Approved strategies and policies are reflected in what is known internally as a unified risk map, where detailed operations enabled by the Money Table can be explained in detail. In the same document the entire framework of controls that translate the risk appetite with which the Entity is willing to operate is exposed. In this way, limitations are established on the open position in certain financial guarantees granted must initially be recognized at their fair value, which is equivalentinstruments, VaR limit on the diversified portfolio, maximum allowable loss amount before executing the stop loss policy and conditions that could lead to the commission chargedexecution of a stop strategy gain The entire control scheme is complemented by action plans that must be implemented once a violation occurs within the limits established therein.

F-70

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2018 presented in most cases. This amount is subsequently amortizedcomparative format

(Expressed in a straight line overthousands of pesos)

Approved strategies and policies are included in the life of the contract. At each closing, the financial guarantees are measuredRisk Map document, which establishes authorized transactions to be carried out by the greater of: (i)trading desk and the valueauthorized officers. Such document specifies the maximum term of transactions, maximum amounts of position per product and maximum loss amounts involved (“stop loss”).

The exposure to the outstanding commissionGroup's exchange rate risk at the end of the fiscal year by currency type is detailed below:

  Balances as of 12/31/2019  Balances as of 12/31/2018 
Currency Monetary Financial Assets  Monetary Financial Liabilities  Derivatives  Net Position  Monetary Financial Assets  Monetary Financial Liabilities  Derivatives  Net Position 
US Dollar  37,455,139   36,825,985   -   629,154   63,782,427   62,036,482   20,621   1,766,566 
Euro  593,090   575,147   -   17,943   713,445   730,092   -   (16,647)
Others  146,439   3,693   -   142,746   176,170   5,135   -   171,035 
Total  38,194,668   37,404,825   -   789,843   64,672,042   62,771,709   20,621   1,920,954 

Financial assets and (ii)liabilities are presented net of derivatives, which are disclosed separately. Derivative balances are shown at their Fair Value at the best estimateclosing price of the amount to be paid to settle the contract discounted to its present value at fiscal year closing.

Under Argentine GAAP the fees charged in the financial guarantee agreements are charged to income at the time they are collected.respective currency.

 

The Company recognized a liability correspondingtable above includes only Monetary Assets and Liabilities, since investments in equity instruments and non-monetary instruments does not generate foreign exchange risk exposure.

A sensitivity analysis was performed considering reasonably possible changes in foreign exchange rates in relation to the reversalGroup's functional currency. The percentage of variation used in this analysis is the non-accrued charge of 9,111same the Group used in its Business Plan and 12,608 as of January 1, 2017 and December 31, 2017, respectively. At January 1, 2017, the adjustment was recognized against unallocated results, while for the fiscal year ended December 31, 2017, the adjustment was recognized in the statement of income by 3,497.Projections.

 

F-49



Table of Contents

       12/31/2019       12/31/2018 
Currency  Variation   P/L   Equity   Variation   P/L   Equity 
US Dollar  31.9%  200,700   200,700   29%  518,252   518,252 
   -31.9%  (200,700)  (200,700)  -29%  (518,252  (518,252
Euro  31.9%  5,724   5,724   29%  (4,884  (4,884
   -31.9%  (5,724)  (5,724)  -29%  4,884   4,884 
Other  31.9%  45,536   45,536   29%  50,176   50,176 
   -31.9%  (45,536)  (45,536)  -29%  (50,176  (50,176
Total  31.9%  251,960   251,960   29%  563,543   563,543 
   -31.9%  (251,960)  (251,960)  -29%  (563,543  (563,543

 

Grupo Supervielle S.A. and SubsidiariesSensitivity Analysis

 

It is important to note that within the daily report provided to the trading desk for the monitoring of the exposure to assumed risk, the Financial Risk Management makes a comparison between the profitability obtained and the implicit risk for each asset. When using a diversified VaR methodology, it is important to provide information related to the contribution that each asset in the portfolio makes to the aggregate VaR measurement, and fundamentally if this asset generates risk diversification or not. That is why, within the variables included in the daily report, the VaR component of each asset is included, thus allowing a sensitivity analysis on the impact of each asset on the total risk.

With the aim of improving the assumed risk analysis through the use of alternative measurement metrics, the Group recognizes the change in market conditions on exposure to risk through an adjustment to the volatilities used in the VaR calculation. According to the methodology used, the returns of assets registered in more recent dates have a greater incidence in the calculation of volatilities. In parallel, the Entity performs a measurement and monitoring of the assumed risk through the application of an expected shortfall methodology, analyzing the universe of unexpected losses located in the distribution queue beyond the critical point indicated by VaR.

F-71

GRUPO SUPERVIELLE S.A.

Notes to the Consolidated Financial Statements

For the years endedAs of December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)pesos)

 

m)    Initial Recognition at Fair ValueEconomic capital calculation

 

Under IFRS,Banco Supervielle adopts the Company must recognizediversified Parametric VaR methodology for the financial instruments in their initial measurementcalculation of market risk economic capital, both at their fair value. In the eventa consolidated and individual level. It should be noted that the Company originates loans that accumulate an interest rate that is unfavorable, the entity will recognize the loan at its fair value and the difference between that value and the transaction price as a loss in the income statement.

The Company originates some financing that meetscase of Cordial Compañía Financiera, according to the conditionsprovisions established by the IFRS, asArgentine Central Bank, its Board of Directors has chosen to quantify its needs for economic capital by applying a resultsimplified methodology. According to this methodology, the Company recognized a decrease of assets correspondingaggregate economic capital arises from the following expression:

EC = (1,05 x MC) + max [0; ΔEVE – 15 % x bS)]

Where, EC: economic capital according to the non-accrued negative interest of 88,463 and 182,161 as of January 1, 2017 and December 31, 2017, respectively. At January 1, 2017, the adjustment was recognized against unallocated results, while for the fiscal year ended December 31, 2017, the adjustment was recognized in the statement of income by (93,698)profile’s risk (ICAAP).

 

n) Non-controlling interest about adjustments

Differences in non-controlling interest include the effect of recording, if applicable, the respective effects of other differences between current accounting standards and IFRS.

34.Subsequent events

On April 6, 2018 the Company has agreed to acquire 100% (or 4,000,000 ordinary shares) of the share ownership of Micro Lending S.A. (“MILA”) for a cash price of US$20 million, subject to final adjustments. Specialized in car financing, particularly for used cars, MILA is estimated to rank 4th in the Argentine new and used car loan market, holding a total market share of approximately 6%, or 10% when considering the used car market on a stand-alone basis.

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP

The accompanying consolidated financial statements have been preparedMC: Minimum capital requirement in accordance with Argentine Banking GAAP, which differs in certain significant respectsCentral Bank regulations.

ΔEVE (Economic Value): measure of interest rate risk calculated according to the Standardized Framework

bS (Basic Shareholders’ equity) : Tier 1 capital.

Interest Rate Risk

Interest Rate Risk is the risk derived from US GAAP. Such differences involve methods of measuring the amounts shownlikelihood that changes in the consolidatedGroup’s financial statements,condition occur as a result of market interest rate fluctuations, having effect on its financial income and economic value. The following are such risk factors:

üDifferent terms maturity and interest rate re-adjustment dates for assets, liabilities and off balance sheet items.
üForecast, evolution and volatility of local interest rates and foreign interest rates.
üThe basis risk that results from the unsuitable correlation in the adjustment of assets and liabilities interest rates for instruments that contain similar revaluation features;
üEmbeded options in certain assets, liabilities and off balance sheet items of the Group.

The Group’s interest rate risk management model, includes the analysis of interest rates gaps. Such analysis enables the basic explanation of the financial statement structure as well as additional disclosures required by US GAAP and Regulation S-Xthe detection of interest rate risk concentration along the SEC.different terms.

 

I. Differences in measurement methods

As indicated in Note 3.1, as from March 1, 2003, inflation accounting was discontinued.  The following reconciliation does not includeinterest rate risk management is aimed at keeping the reversalGroup’s exposure within those levels of the adjustments to the consolidated financial statements for the effects of inflation, because, as permittedrisk appetite profile validated by the Securities and Exchange Commission (“SEC”), it represents a comprehensive measure of the effects of price-levelBoard upon changes in the Argentine economy, and as such, is considered a more meaningful presentation than historical cost-based financial reporting for both Argentine Banking GAAP and US GAAP.market interest rates.

 

To such ends, the interest rate risk management relies on the monitoring of two metrics:

üMVE – VaR Approach: measures the difference between the economic values estimated given the interest rate market curve and said value estimated given the interest rate curve resulting from the simulation of different stress scenarios. The Group uses this approach to calculate the economic capital for this risk.

üNIM – EaR Approach: measures changes in expected accruals over a certain period of time (12 months) upon an interest rate curve shift resulting from a different stress situation simulation practices.

During 2018, with the publication of Communication "A" 6397, the Argentine Central Bank presented the applicable guidelines for the treatment of interest rate risk in the investment portfolio. The main differences, other than inflation accounting,regulation makes a distinction between Argentine Banking GAAPthe impact of fluctuations in interest rate levels on the underlying value of the entity's assets, liabilities and US GAAP as they relateoff-balance sheet items (economic value or MVE), and the alterations that such movements in the interest rate may have on sensitive income and expenses, affecting net interest income (NII). This same criterion had already been adopted by Banco Supervielle, so that the new regulations implied a readaptation of the management model to the Group are described below, together with an explanation, where appropriate, of the method used in the determination of the necessary adjustments. References below to “ASC” are to Accounting Standard Codification issued by the Financial Accounting Standards Board in the United States of America.suggested measurement methodology, maintaining some criteria and incorporating others.

 

The following tables summarize the main reconciling items between Argentine Banking GAAP and US GAAP:

F-72

 

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Table of ContentsGRUPO SUPERVIELLE S.A.

 

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years endedAs of December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of pesos)

As established by the regulator, both Banco Supervielle and Cordial Compañia Financiera must use the Standardized Framework described in point 5.4. of the Communication "A" 6397 for the measurement of the impact on the economic value of the entities (ΔEVE) of six proposed disturbance scenarios. These scenarios include parallel movements in the curves of market interest rates upwards or downwards, flattening or steepening of the slope of these curves, as well as an increase or decrease in short-term interest rates. A base curve of market interest rates is considered for each of the significant currencies in the financial statement of each entity. According to the applicable regulation, Banco Supervielle has to use an internal measurement system (SIM) for measurement based on results (ΔNIM). This requirement is not applicable to Cordial Compañía Financiera. It is important to highlight that Banco Supervielle, which has not been qualified by the Argentine Central Bank as having a local systemic importance (D-SIB), is not legally bound to have its own internal measurement system (SIM) for the measurement based on economic value (ΔEVE).

Beyond the regulatory provisions, it is important to note that both Banco Supervielle and Cordial Comapñia Financiera have been working with internal measurement systems (SIM) to measure the impact of rate fluctuations, both on economic value (ΔEVE) and on results (ΔNIM). The development of these systems included the definition of assumptions for the determination of the maturity flow of different lines of assets and liabilities without defined maturity or with implicit or explicit options of behavior.

It is important to point out that, unlike what is established in the Standardized Framework provided by the regulator for measuring the impact of fluctuations in market rates on economic value, the internal measurement systems used by the Group consider assets and liabilities with Units of Purchasing Power (UVA) adjustment as susceptible to interest rate risk, so that the UVA variable is incorporated as an additional risk factor, as well as the asset and funding rates in pesos — unless otherwise stated)and dollars.

 

Reconciliation of net income:

 

 

 

 

December 31,

 

 

 

 

 

2017

 

2016

 

2015

 

Net income under Argentine Banking GAAP

 

 

 

Ps.

2,437,059

 

Ps.

1,311,304

 

Ps.

674,109

 

 

 

 

 

 

 

 

 

 

 

US GAAP adjustments

 

 

 

 

 

 

 

 

 

Loan origination fees and costs

 

Note 35.a

 

(155,125

)

(14,057

)

(4,254

)

Intangible assets

 

 

 

 

 

 

 

 

 

Differences in basis relating to purchase accounting

 

Note 35.b

 

7,300

 

6,840

 

4,435

 

Other intangible assets

 

Note 35.b

 

(22,874

)

(3,439

)

(17,970

)

Loan loss reserves

 

Note 35.c

 

(268,255

)

(133,988

)

49,049

 

Transfers of financial assets

 

Note 35.d

 

(67,300

)

(245,952

)

(27,948

)

Government securities and other investments

 

Note 35.e

 

5,513

 

(3,252

)

162

 

Vacation Provision

 

Note 35.f

 

(84,682

)

(35,587

)

(12,825

)

Special Termination Arrangements

 

Note 35.h

 

(308,256

)

(151,100

)

(69,271

)

Customer Loyalty Programs

 

Note 35.i

 

(7,102

)

(15,995

)

21,094

 

Credit Card Loans —Imputed Interest

 

Note 35.j

 

(93,698

)

21,666

 

(75,775

)

Deferred Income tax

 

Note 35.k

 

216,403

 

257,428

 

84,987

 

Accounting for Guarantees

 

Note 35.l

 

2,495

 

526

 

(10,997

)

Non-controlling Interest

 

Note 35.m

 

5,897

 

22,166

 

16,080

 

Net Income under US GAAP

 

 

 

Ps.

1,667,375

 

Ps.

1,016,560

 

Ps.

630,876

 

 

 

 

 

 

 

 

 

 

 

Non-controlling Interest

 

Note 35.m

 

(22,783

)

(18,876

)

(12,522

)

Net Income attributable to the Group in accordance with US GAAP

 

 

 

Ps.

1,644,592

 

Ps.

997,684

 

Ps.

618,354

 

Basic earnings per share attributable to the Group

 

Note 35.II.i

 

4.1865

 

3.1194

 

4.0416

 

Diluted earnings per share attributable to the Group

 

Note 35.II.i

 

4.1865

 

3.1194

 

4.0416

 

Net income includes the consolidating financial trusts in which the Group does not have participation but conserve the risks and rewards of them (see Note 35.I.d.).

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Net Income under US GAAP before consolidation of financial trusts without holding in “certificates of participation”

 

Ps.

1,667,375

 

Ps.

1,016,560

 

Ps.

630,876

 

Net income corresponding to consolidated financial trusts, without holding in “certificates of participation”

 

30,106

 

9,308

 

45,200

 

Net Income under US GAAP

 

Ps.

1,697,481

 

Ps.

1,025,868

 

Ps.

676,076

 

 

 

 

 

 

 

 

 

Non-controlling interest corresponding to consolidated financial trusts, without holding in “certificates of participation”

 

Ps.

(30,106

)

Ps.

(9,308

)

Ps.

(45,200

)

Non-controlling Interest

 

(22,783

)

(18,876

)

(12,522

)

Net Income attributable to the Group in accordance with US GAAP

 

Ps.

1,644,592

 

Ps.

997,684

 

Ps.

618,354

 

Reconciliation of Shareholders’ Equity:

 

 

 

 

December 31,

 

December 31,

 

 

 

 

 

2017

 

2016

 

Shareholders’ Equity as stated

 

 

 

Ps.

 

15,144,798

 

Ps.

 

6,931,551

 

US GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

Loan origination fees and costs

 

Note 35.a

 

 

 

(223,248

)

 

 

(68,123

)

Intangible assets

 

 

 

 

 

 

 

 

 

 

 

Differences in basis relating to purchase accounting

 

Note 35.b

 

 

 

52,897

 

 

 

45,597

 

Other intangible assets.

 

Note 35.b

 

 

 

(69,142

)

 

 

(46,268

)

Loan loss reserves

 

Note 35.c

 

 

 

(386,580

)

 

 

(118,325

)

Transfers of financial assets

 

Note 35.d

 

 

 

(418,083

)

 

 

(350,783

)

Government securities and other investments.

 

Note 35.e

 

 

 

3,302

 

 

 

(9,485

)

Vacation Provision

 

Note 35.f

 

 

 

(300,043

)

 

 

(215,361

)

Special Termination Arrangements

 

Note 35.h

 

 

 

(598,281

)

 

 

(290,025

)

Customer Loyalty Programs

 

Note 35.i

 

 

 

(51,193

)

 

 

(44,091

)

Credit Card Loans—Imputed Interest

 

Note 35.j

 

 

 

(182,161

)

 

 

(88,463

)

Deferred Income tax

 

Note 35.k

 

 

 

787,954

 

 

 

571,551

 

Accounting for Guarantees

 

Note 35.l

 

 

 

(6,616

)

 

 

(9,111

)

Non-controlling Interest

 

Note 35.m

 

 

 

11,497

 

 

 

103,397

 

Equity under US GAAP

 

 

 

Ps.

 

13,765,101

 

Ps.

 

6,412,061

 

Non-controlling Interest

 

Note 35.m

 

 

 

(9,895

)

 

 

(84,662

)

The Group Shareholder’s Equity under US GAAP

 

 

 

Ps.

 

13,755,206

 

Ps.

 

6,327,399

 

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Table of Contents

Grupo Supervielle S.A. and SubsidiariesEconomic Capital Calculation

 

NotesAs a first step to calculate economic capital, Banco Supervielle calculates its exposure to interest rate risk from the Consolidated Financial Statements

ForMVE-EaR (economic value) approach of its internal measurement system (SIM), using a holding period of three months (90 days) and a confidence level of 99%. This quantitative model includes the years ended December 31, 2017, 2016 and 2015

(Expressed in thousandsexacerbation of Argentine pesos — unless otherwise stated)

Equity and Shareholders Equity includecapital by securitization risk. The result obtained is compared with the consolidating financial trusts in which the Group does not have participation but conserve the risks and rewards of them (see Note 35.I.d.).

 

 

December 31,

 

 

 

2017

 

2016

 

Equity under US GAAP before consolidation of financial trusts without holding in “certificates of participation”

 

Ps.

13,765,101

 

Ps.

6,412,061

 

Net assets corresponding to consolidated financial trusts without holding in “certificates of participation”

 

139,997

 

86,615

 

Equity under US GAAP

 

Ps.

13,905,098

 

Ps.

6,498,676

 

 

 

 

 

 

 

Non-controlling interest corresponding to consolidated financial trusts without holding in “certificates of participation”

 

(139,997

)

(86,615

)

Non-controlling Interest

 

(9,895

)

(84,662

)

 

 

 

 

 

 

The Group Shareholder´s Equity under US GAAP

 

Ps.

13,755,206

 

Ps.

6,327,399

 

Description of changes in Shareholder’s Equity:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Equity under US GAAP at the beginning of the year attributable to Parent Company

 

Ps.

6,327,399

 

Ps.

2,090,136

 

Ps.

1,461,497

 

Distribution of dividends

 

(65,500

)

(25,162

)

(7,385

)

Contributions from shareholders

 

5,841,688

 

3,271,699

 

 

Other comprehensive income (see Note 35.II.a.)

 

7,027

 

(6,958

)

17,670

 

Net Income under US GAAP

 

1,644,592

 

997,684

 

618,354

 

Equity under US GAAP at the end of the year attributable to Parent Company

 

Ps.

13,755,206

 

Ps.

6,327,399

 

Ps.

2,090,136

 

a. Loan origination fees and costs

Under Argentine Banking GAAP, the Group does not defer loan origination fees and costs. In accordance with US GAAP under ASC 310, loan origination fees net of certain direct loan origination costs should be recognized over the lifeworst result of the related loan as an adjustment of to yield using the interest method.

The effects of the adjustments required to state such amounts in accordance with US GAAP, would decrease assets by Ps. 223,248 as of December 31, 2017 and Ps. 68,123 as of December 31, 2016. Income would decrease by Ps. (155,125), Ps. (14,057) and Ps. (4,254) for the years ended December 31, 2017, 2016 and 2015, respectively.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

b. Intangible assets:

i)            Differences in basis relating to purchase accounting

Under Argentine Banking GAAP, net assets acquired are recorded at the book value of the acquired company at the acquisition date and goodwill is recognized based on the difference of the book value of the net assets acquired and the acquisition cost. Such goodwill is being amortized under the straight line method.

Under US GAAP, the Group applies the purchase method of accounting to its business combinations. The additional interest acquired was accounted for as a step acquisition applying the purchase method.

Accordingly, the excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any, is considered as goodwill.

For acquisitions prior to December 15, 2008,alterations proposed in the event the fair value of the net assets acquired exceeds the consideration paid, the excess is allocated as a pro rata reduction of the amounts that otherwise would have been assigned to the acquired assets. For acquisitions after that date, if the net assets acquired exceed the consideration paid, the excess is recorded as gain in statement of income.

Under Argentine Banking GAAP, goodwill recognized is amortized on straight-line basis over its useful life.

Under US GAAP goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment. The Group analyzes qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

Goodwill impairment exists when the fair value of the reporting unit to which the goodwill is allocated is not enough to cover the book value of its assets and liabilities and the goodwill. The fair value of the reporting unit is estimated using discounted cash flow techniques. The sustained value of the majority of the goodwill is supported ultimately by revenue from credit-card business, included in “Consumer Finance” reporting unit.

The evaluation methodology for potential impairment is inherently complex and involves significant management judgment in the use of estimates and assumptions. These estimates involve many assumptions, including the expected results of the reporting unit, an assumed discount rate and an assumed growth rate for the reporting unit.

The Group has reviewed Goodwill for impairment as of December 31, 2017 and 2016 and no impairment was recorded.

The following table summarizes the acquisitions madesix scenarios proposed by the CompanyStandardized Framework, with the resulting economic capital being the worst of both measurements (SIM and the calculation of goodwill under US GAAP.

 

 

Supervielle
Seguros

 

Cordial
Compañia
Financiera

 

Banco Regional
de Cuyo

 

Tarjeta
Automática

 

Banco
Societé
Generalé

 

 

 

June 6, 2013

 

August 1, 2011

 

September 19,
2008

 

December 15,
2007

 

March 3, 2005

 

Acquisition Date

 

 

 

 

 

 

 

 

 

 

 

Fair value of net tangible assets acquired

 

2,409

 

126,386

 

48,350

 

6,371

 

39,054

 

Intangible assets identified, net of related deferred income tax (a)

 

 

9,466

 

23,244

 

6,780

 

25,175

 

Net assets

 

Ps.

2,409

 

135,852

 

71,594

 

13,151

 

64,229

 

% acquired

 

100.00

%

100.00

%

99,94

%

51,00

%

91,54

%

Net assets acquired

 

Ps.

2,409

 

135,852

 

71,549

 

6,707

 

58,795

 

Consideration paid

 

Ps.

4,543

 

168,047

 

97,542

 

15,835

 

37,209

 

Goodwill

 

Ps.

2,134

 

32,195

 

25,993

 

9,128

 

(21,586

)

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)


(a)         Intangible assets identified consist of brand, core deposits, customer relationship and commercial relationship agreement. Brand is not amortized under US GAAP. The remaining intangibles identified are amortized over 10 years

In relation with Tarjeta Automática, on March 5, 2009 the Group acquired an additional 24% interest of this entity for a total consideration of Ps. 13,992. Under US GAAP this acquisition was accounted as an equity transaction when the control was previously obtained, following ASC 805 guidance.

The following table summarizes the shareholder´s equity adjustment computed to conform the accounting of these acquisitions to US GAAP as of December 31, 2017 and 2016

 

 

December 31,

 

December 31,

 

 

 

2017

 

2016

 

Elimination of Goodwill recognized under Argentine Banking GAAP

 

Ps.

(22,043

)

Ps.

(31,475

)

Recognition of Goodwill under US GAAP

 

 

69,450

 

 

69,450

 

Recognition of Intangible Assets under US GAAP

 

 

81,745

 

 

81,745

 

Amortization of Intangible Assets under US GAAP

 

 

(61,897

)

 

(59,081

)

Allocation of negative Goodwill to fixed assets

 

 

(23,247

)

 

(23,247

)

Reversal of depreciation of fixed assets recognized under Argentine Banking GAAP due to differences in purchase accounting of Societé Generalé acquisition

 

8,889

 

8,205

 

Total

 

Ps.

52,897

 

Ps.

45,597

 

Net income impact related to the shareholder´s equity adjustment for the years ended December 31, 2017, 2016 and 2015 amounted to Ps. 7,300, Ps. 6,840 and Ps. 4,435, respectively.

The activity of the goodwill and intangible assets under US GAAP during the years ended December 31, 2017 and 2016 is as follows:

 

 

December 31,

 

 

 

2017

 

2016

 

Goodwill at the beginning of the year

 

Ps.

69,450

 

Ps.

69,450

 

Goodwill at the end of the year.

 

Ps.

69,450

 

Ps.

69,450

 

 

 

 

 

 

 

Intangible assets identified in the Business Combination at the beginning of the year, net of the corresponding amortization

 

22,664

 

25,793

 

Amortization under US GAAP.

 

(2,816

)

(3,129

)

Intangible assets identified in the Business Combination at the end of the year, net of the corresponding amortization

 

Ps.

19,848

 

Ps.

22,664

 

The following table shows the intangible assets gross carrying amount, detailed with their respective useful lives:

 

 

 

 

 

 

December 31, 2017

 

 

 

Gross carrying amount

 

Accumulated
amortization

 

Remaining
useful life
(months)

 

Core Deposits

 

Ps.

21,052

 

Ps.

21,052

 

 

Overdraft

 

8,603

 

8,603

 

 

Customer Relationship

 

17,679

 

17,679

 

 

Brand Name

 

19,848

 

 

 

Commercial Agreement

 

14,563

 

14,563

 

 

Total

 

Ps.

81,745

 

Ps.

61,897

 

 

The aggregate amortization expense for intangible assets identified for the years ended December 31, 2017, 2016 and 2015 was Ps. 2,816, Ps. 3,129 and Ps. 5,250, respectively.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

ii) Other intangible assets

ASC 350-40 defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Only the second stage costs are to be capitalized.

Under Argentine Banking GAAP, the Group capitalizes costs relating to all three of the stages of software development.

Shareholders’ equity adjustment between Argentine GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps. (69,142) and Ps. (46,268), respectively. Net income adjustment for the years ended December 31, 2017, 2016 and 2015 amounted to Ps. (22,874), Ps. (3,439) and Ps. (17,970), respectively.

c. Loan loss reserves

Under Argentine Banking GAAP (see note 3.7), the allowance for loan losses is calculated following BCRA regulations. These criteria are different for commercial and consumer loans. For commercial such criteria are principally based on the debtors’ payment capacity and cash-flows analysis. Loan loss reserves for consumer loans and commercial loans are based on delinquency and BCRA established loss factors.

Increases in the reserve are based on the deterioration of the quality of existing loans, while decreases in the reserve are based on regulations requiring the charge off of non-performing loans classified as “non-recoverable”Standardized Framework). The Group charges-off non-performing loans on the month following the date on which such loans are classified as “irrecoverable without preferred guarantees” and fully provisioned.

 

In the case of Cordial Compañía Financiera, as mentioned above, the consumer portfolio,Entity's Board of Directors has chosen to quantify its needs for economic capital by applying a simplified methodology. With regard to interest rate risk, the charge-off takes place whenGroup measures the loan is approximately 360 days past due. For the commercial portfolio, the situation dependsimpact of fluctuations in market interest rates on the individual evaluationeconomic value based on the application of the credit risk. All charged-off loans are registered in off balance accounts whileStandardized Framework. In the Group continues its collection efforts.

In addition, under BCRA rules,event that the Group records recoveries on previously charged-off loans directly to income and recordsworst EVE of the amountsix scenarios proposed by the regulation exceeds 15% of charged-off loans in excessthe basic net worth (capital level one) of amounts specifically allocated as a direct chargethe Entity, the sum of the economic capital calculated according to the consolidated statement of income.simplified methodology would be increased by said excess.

 

The Group’s consumer portfolio consists principally exposure to interest rate risk is detailed in the table below. It presents the residual values ​​of personal loansthe assets and credit card loans.liabilities, categorized by date of renegotiation of interest or expiration date, the lowest.

 

The Group’s commercial portfolio is currently diversified among clients of different size (small, medium-sized businesses and corporations) and who are active in different economic sectors (mainly the agricultural, construction, sugar, manufactured, foodstuff, automotive vehicles, among others). The risks associated with this portfolio are principally related to the specific economic performance of each individual client and to economic factors, such as the price and demand of products and services and competitiveness, among others.

  Term in days    
Assets and Liabilities Up to 30  From 30 to 90  from 90 to 180  from 180 to 365  More than 365  Total 
To 12/31/2019
Total Financial Assets  42,175,254   15,004,746   11,454,731   12,255,255   50,684,393   131,574,379 
Total Financial Liabilities  50,567,576   13,421,108   5,116,494   6,674,589   44,708,852   120,488,619 
Net Amount  (8,392,322)  1,583,638   6,338,237   5,580,666   5,975,541   11,085,760 

  Term in days    
Assets and Liabilities Up to 30  From 30 to 90  from 90 to 180  from 180 to 365  More than 365  Total 
To 12/31/2018
Total Financial Assets  83,738,836   20,431,857   17,987,509   14,342,770   71,590,305   208,091,277 
Total Financial Liabilities  115,241,413   32,447,944   2,305,325   2,307,951   38,522,658   190,825,291 
Net Amount  (31,502,577)  (12,016,087)  15,682,184   12,034,819   33,067,647   17,265,986 

F-73

GRUPO SUPERVIELLE S.A.

 

Under BCRA rules, a minimum loan loss reserve is calculated primarily based upon the classification of commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for consumer loan borrowers. Although the Group is required to follow the methodology and guidelines for determining the minimum loan loss reserve, as set forth by the BCRA, the Group is allowed to establish additional loan loss reserve.

For commercial loans, the Group is required to classify all commercial loan borrowers. In order to classify them, the Group must consider different parameters related to each of those customers.

Pursuant to BCRA regulations, commercial loans are classified as follows:

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years endedAs of December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Classification

Criteria

In normal situation

Borrowers for whom there is no doubt as to their ability to comply with their payment obligations.

Subject to special monitoring/Under observation

Borrowers that, among other criteria, are up to 90 days past due and, although considered to be able to meet all their financial obligations, are sensitive to changes that could compromise their ability to honor debts absent timely corrective measures.

Subject to special monitoring / Under negotiation or refinancing agreement

Borrowers who are unable to comply with their obligations as agreed with the Group and, therefore, formally state, within 60 calendar days after the maturity date, their intention to refinance such debts. The borrower must enter into a refinancing agreement with the Group within 90 calendar days (if up to two lenders are involved) or 180 calendar days (if more than two lenders are involved) after the payment default date. If no agreement has been reached within the established deadline, the borrower must be reclassified to the next category according to the indicators established for each level.

Troubled

Borrowers with difficulties honoring their financial obligations under the loan on a regular basis, which, if uncorrected, may result in losses to the Group.

With high risk of insolvency

Borrowers who are highly unlikely to honor their financial obligations under the loan.

Irrecoverable

Loans classified as irrecoverable at the time they are reviewed (although the possibility might exist that such loans might be collected in the future). The borrower will not meet its financial obligations with the Group.

Irrecoverable according to Central Bank Rules

(a) Borrower has defaulted on its payment obligations under a loan for more than 180 calendar days according to the corresponding report provided by the BCRA, which report includes (1) financial institutions liquidated by the BCRA, (2) residual entities created as a result of the privatization of public financial institutions, or in the privatization or dissolution process, (3) financial institutions whose licenses have been revoked by the BCRA and find themselves subject to judicial liquidation or bankruptcy proceedings and (4) trusts in which Seguro de Depósitos S.A. (SEDESA) is a beneficiary, and/or (b) certain kinds of foreign borrowers (including banks or other financial institutions that are not subject to the supervision of the BCRA or similar authority of the country in which they are incorporated) that are not classified as “investment grade” by any of the rating agencies approved by the BCRA.

For consumer loan portfolio, the Group classifies loans based upon delinquency aging, consistent with the requirements of the Central Bank. Minimum loss percentages required by the BCRA are also applied to the totals in each loan classification.

Under the BCRA regulations, consumer borrowers are classified as follows:

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Classification

Criteria

Performing

If all payments on loans are current or less than 31 calendar days overdue and, in the case of checking account overdrafts, less than 61 calendar days overdue.

Low Risk

Loans upon which payment obligations are overdue for a period of more than 31 and up to 90 calendar days.

Medium Risk

Loans upon which payment obligations are overdue for a period of more than 90 and up to 180 calendar days.

High Risk

Loans in respect of which a legal action seeking collection has been filed or loans having payment obligations overdue for more than 180 calendar days, but less than 365 calendar days.

Irrecoverable

Loans in which payment obligations are more than one year overdue or the debtor is insolvent or in bankruptcy or liquidation.

Irrecoverable according to Central Bank Rules

Same criteria as for commercial loans in the Irrecoverable according to BCRA Rules.

The tables above contain the loan portfolio classification by credit quality indicator set forth by the BCRA.

The following tables show the loan balances categorized by credit quality indicators for the years ended December 31, 2017 and 2016:

 

 

As of December 31, 2017

 

 

 

“1”
Normal
Situation

 

“2”
With special
follow-up or
Low Risk

 

“3”
With problems
or Medium
Risk

 

“4”
High risk of
insolvency or
High risk

 

“5”
Uncollectible

 

Total

 

Consumer Loans

 

28,539,809

 

1,185,729

 

865,815

 

955,536

 

46,901

 

31,593,790

 

Commercial Loans

 

29,890,894

 

48,672

 

6,028

 

49,195

 

1,540

 

29,996,329

 

Total Financing Receivables

 

58,430,703

 

1,234,401

 

871,843

 

1,004,731

 

48,441

 

61,590,119

 

 

 

As of December 31, 2016

 

 

 

“1”
Normal
Situation

 

“2”
With special
follow-up or
Low Risk

 

“3”
With problems
or Medium
Risk

 

“4”
High risk of
insolvency or
High risk

 

“5”
Uncollectible

 

Total

 

Consumer Loans

 

18,655,404

 

816,389

 

548,921

 

529,150

 

39,022

 

20,588,886

 

Commercial Loans

 

18,876,383

 

9,877

 

7,859

 

33,388

 

358

 

18,927,865

 

Total Financing Receivables

 

37,531,787

 

826,266

 

556,780

 

562,538

 

39,380

 

39,516,751

 

Under US GAAP, the loan losses reserve should be in amounts adequate to cover inherent losses in the loan portfolio at the respective balance sheet dates. Specifically:

a) Loans considered impaired in accordance with ASC 310-10 are valued at the present value of the expected future cash flows discounted at the loan’s effective contractual interest rate, except that as a practical expedient a creditor may measure impairment based on a loans observable market price or at the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. Under ASC 310-10, a loan is considered impaired when, based on current information, it is probable that the borrower will be unable to pay contractual interest or principal payments as scheduled in the loan agreement. ASC 310-10 applies to all loans (including those restructured in a troubled debt

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

restructuring involving amendment of terms), except large groups of smaller-balance homogeneous loans that are collectively evaluated for impairment , loans carried at the lower of cost or fair value, debt securities, and leases.

The Group applies ASC 310-10 to all commercial loans classified as “With special follow-up or Low Risk”,  “With problems”, “Insolvency Risks” and “Uncollectible”. The Group specifically calculates the present value of estimated cash flows for commercial loans. For commercial and other loans in legal proceedings are specifically reviewed either on a cash-flow or collateral-value basis, both considering the estimated time to settle the proceedings. The Group has also analyzed all the loans included into the scope of ASC 340-10 “Trouble Debt Restructuring” and calculates the present values of estimated cash flows of each of the loans being a trouble debt restructuring.

b) In addition, following ASC 450-20, the amount of losses incurred in the homogeneous loan pools is estimated based on the number of loans that will default and the loss in the event of default. Using modeling methodologies, the Group estimates the number of homogeneous loans that will default based on the individual loans’ attributes aggregated into pools of homogeneous loans with similar attributes. This estimate is based on the Group’s historical experience with the loan portfolio. The estimate is adjusted to reflect an assessment of environmental factors not yet reflected in the historical data underlying the loss estimates, such as changes in real estate values, local and national economies, underwriting standards and the regulatory environment. The probability of default on a loan is based on an analysis of the movement of loans with the measured attributes from either current or any of the delinquency categories to default over a 12-month period.

As a result of analysis performed, the shareholders’ equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps. (386,580) and Ps. (118,325), respectively, as follows:

 

 

December 31, 2017

 

December 31, 2016

 

 

 

Allowances
under US
GAAP

 

Adjustment to
Shareholders’
Equity

 

Allowances
under US
GAAP

 

Adjustment to
Shareholders’
Equity

 

Modeling methodologies

 

Ps.

2,041,510

 

Ps.

(368,711

)

Ps.

1,105,125

 

Ps.

(121,715

)

Impaired loans individually evaluated for impairment

 

28,978

 

(17,869

)

1,201

 

3,390

 

Total

 

Ps.

2,070,488

 

Ps.

(386,580

)

Ps.

1,106,326

 

Ps.

(118,325

)

Net income adjustment between Argentine Banking GAAP and US GAAP for the years ended December 31, 2017, 2016 and 2015 amounted to Ps. (268,255), Ps. (133,988), and Ps. 49,049, respectively.

Recoveries and charge-offs

Under Argentine Banking rules, recoveries are recorded in a separate income line item under Other Income. Under US GAAP, recoveries and charge-offs would be recorded in the allowance for loan losses in the balance sheet; however there would be no net impact on net income or shareholder´s equity. The definition of charge-off under US GAAP described above does not differ from Argentine Banking rules.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Disclosure requirements

i)Allowance for Credit Losses and Recorded Investments in Financial Receivables

The following table presents the allowance for loan losses and the related carrying amount of Financial Receivables for the years ended December 31, 2017 and 2016 respectively:

 

 

As of December 31, 2017

 

 

 

Consumer
Loan Portfolio

 

Commercial
Loan Portfolio

 

Total

 

Allowances for loan losses:

 

Ps.

 

 

Ps.

 

 

Ps.

 

 

Beginning balance

 

1,073,385

 

32,941

 

1,106,326

 

Charge-offs

 

(1,343,070

)

(61,294

)

(1,404,364

)

Recoveries

 

125,883

 

41,961

 

167,844

 

Provision

 

2,106,212

 

94,470

 

2,200,682

 

 

 

 

 

 

 

 

 

Ending balance

 

1,962,410

 

108,078

 

2,070,488

 

 

 

 

 

 

 

 

 

Ending balance- individually evaluated for impairment

 

 

28,978

 

28,978

 

Ending balance- collectively evaluated for impairment

 

1,962,410

 

79,100

 

2,041,510

 

 

 

 

 

 

 

 

 

Financing receivables:

 

 

 

 

 

 

 

Ending balance

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

 

63,095

 

63,095

 

Ending balance: collectively evaluated for impairment

 

31,593,790

 

29,933,234

 

61,527,024

 

 

 

As of December 31, 2016

 

 

 

Consumer
Loan Portfolio

 

Commercial
Loan Portfolio

 

Total

 

Allowances for loan losses:

 

Ps.

 

 

Ps.

 

 

Ps.

 

 

Beginning balance

 

622,083

 

57,219

 

679,302

 

Charge-offs

 

(659,091

)

(144,101

)

(803,192

)

Recoveries

 

98,240

 

32,747

 

130,987

 

Provision

 

1,012,153

 

87,076

 

1,099,229

 

 

 

 

 

 

 

 

 

Ending balance

 

1,073,385

 

32,941

 

1,106,326

 

 

 

 

 

 

 

 

 

Ending balance- individually evaluated for impairment

 

 

1,201

 

1,201

 

Ending balance- collectively evaluated for impairment

 

1,073,385

 

31,740

 

1,105,125

 

 

 

 

 

 

 

 

 

Financing receivables:

 

 

 

 

 

 

 

Ending balance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

 

21,089

 

21,089

 

Ending balance: collectively evaluated for impairment

 

20,588,886

 

18,906,776

 

39,495,662

 

ii) Impaired Loans

ASC 310, requires a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

This Statement is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

collectively evaluated for impairment. Loans are considered impaired when, based on Management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.

The following table discloses the amounts of loans considered impaired in accordance with ASC 310, as of December 31, 2017 and 2016:

 

 

As of December 31, 2017

 

 

 

Recorded
Investment

 

Unpaid
Principal
Balance

 

Related
Allowance

 

With no related allowance recorded:

 

Ps.

 

 

Ps.

 

 

Ps. 

 

 

Commercial

 

 

 

 

 

 

 

Impaired Loans

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

Impaired Loans

 

63,095

 

60,913

 

28,978

 

 

 

 

 

 

 

 

 

Total

 

63,095

 

60,913

 

28,978

 

 

 

As of December 31, 2016

 

 

 

Recorded
Investment

 

Unpaid
Principal
Balance

 

Related
Allowance

 

With no related allowance recorded:

 

Ps.

 

Ps.

 

Ps.

 

Commercial

 

 

 

 

 

 

 

Impaired Loans

 

13,429

 

12,247

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

Impaired Loans

 

6,049

 

5,881

 

1,201

 

 

 

 

 

 

 

 

 

Total

 

19,478

 

18,128

 

1,201

 

The average recorded investments for impaired loans were Ps. 69,874 and Ps. 45,958 as of December 31, 2017 and 2016, respectively.

The interest income recognized on impaired loans amounted to Ps. 17,860, Ps. 8,695, and Ps. 8.807 for years ended December 31, 2017, 2016 and 2015, respectively.

iii) Non-accrual Loans

The method applied to recognize income on loans is described in Note 3.5.

Additionally, the Group has made use of the option granted by the BCRA authorizing financial entities to interrupt the accrual of interest for clients in the following categories:

·                  “With problems”; “With high risk of insolvency” and “Irrecoverable” in the commercial portfolio.

·                  “Medium risk”; “High risk” and “Irrecoverable” in the consumer portfolio.

According to the above, the threshold for suspending the accrual of interest is as from 91 days of arrears. Resumption of interest accrual takes place when the client improves its situation passing to situation:

·                  “Normal” or “With special tracking — Under observation” in the commercial portfolio.

·                  “Normal” or “Low risk” in the consumer portfolio.

The Group recognizes interest income on a cash basis for non-accrual loans. Under U.S. GAAP, recognition of interest on loans is generally discontinued when, in the opinion of management, there is an assessment that the borrower will likely be unable to meet all contractual payments as they become due.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

As a general practice, this occurs when loans are 90 days or more overdue. Any accrued but uncollected interest is reversed against interest income at that time. Management believes that the difference in interest recognition does not have a material impact to the Group’s Consolidated Statements.

As consequence, non-accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: “Medium Risk”, “High Risk” and “Uncollectible” and (b) Commercial portfolio: “With problems”, “High Risk of Insolvency” and “Uncollectible”.

The following table represents the amounts of non-accruals, segregated by class of loans, as of December 31, 2017 and 2016, respectively:

 

 

As of December 31,

 

 

 

2017

 

2016

 

 

 

Ps.

 

Ps.

 

Consumer

 

1,868,252

 

1,117,094

 

Commercial

 

56,763

 

41,606

 

Total Non-accrual loans

 

1,925,015

 

1,158,700

 

An aging analysis of past due loans, segregated by class of loans, as of December 31, 2017 and 2016 were as follows:

 

 

As of December 31, 2017

 

 

 

30-90 Days
Past Due

 

91-180
Days Past
Due

 

181-360
Days Past
Due

 

Greater
than 360

 

Total Past
Due

 

Current

 

Total
Financing

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Loans

 

518,459

 

295,369

 

381,601

 

2,303

 

1,197,732

 

14,644,230

 

15,841,962

 

Credit Card Loans

 

379,700

 

393,260

 

370,445

 

2,578

 

1,145,983

 

7,756,926

 

8,902,909

 

Other Loans

 

89,762

 

35,532

 

36,132

 

10,524

 

171,950

 

6,676,969

 

6,848,919

 

Total Consumer Loans

 

987,921

 

724,161

 

788,178

 

15,405

 

2,515,665

 

29,078,125

 

31,593,790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing Loans

 

 

 

 

 

 

28,954,226

 

28,954,226

 

Impaired loans

 

928,446

 

45,099

 

52,730

 

15,828

 

1,042,103

 

 

1,042,103

 

Total Commercial Loans

 

928,446

 

45,099

 

52,730

 

15,828

 

1,042,103

 

28,954,226

 

29,996,329

 

Total

 

1,916,367

 

769,260

 

840,908

 

31,233

 

3,557,768

 

58,032,351

 

61,590,119

 

 

 

As of December 31, 2016

 

 

 

30-90
Days Past
Due

 

91-180
Days Past
Due

 

181-360
Days Past
Due

 

Greater
than 360

 

Total Past
Due

 

Current

 

Total
Financing

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Loans

 

488,235

 

316,478

 

282,866

 

23,620

 

1,111,199

 

10,593,959

 

11,705,158

 

Credit Card Loans

 

143,132

 

104,059

 

95,990

 

1,022

 

344,203

 

6,218,394

 

6,562,597

 

Other Loans

 

59,974

 

26,548

 

23,649

 

4,797

 

114,968

 

2,206,163

 

2,321,131

 

Total Consumer Loans

 

691,341

 

447,085

 

402,505

 

29,439

 

1,570,370

 

19,018,516

 

20,588,886

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing Loans

 

 

 

 

 

 

18,359,178

 

18,359,178

 

Impaired loans

 

442,775

 

59,232

 

25,380

 

41,300

 

568,687

 

 

568,687

 

Total Commercial Loans

 

442,775

 

59,232

 

25,380

 

41,300

 

568,687

 

18,359,178

 

18,927,865

 

Total

 

1,134,116

 

506,317

 

427,885

 

70,739

 

2,139,057

 

37,377,694

 

39,516,751

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

iv) Troubled debt restructuring (TDR)

A restructured loan is considered a TDR if the debtor is experiencing financial difficulties and the Group grants a concession to the debtor that would not otherwise be considered. Concessions granted could include but it not necessary limited to: reduction in interest rate to rates that are considered below market, extension of repayment schedules and maturity dates beyond original contractual terms.

The table below presents the December 31, 2017 and 2016 carrying value of loans that were modified in a TDR within the previous 12 months:

 

 

Segment

 

Number of
contracts

 

Pre-modification
outstanding
recorded investment

 

Post-modification
outstanding
recorded investment

 

December 31, 2017

 

Consumer

 

54,939

 

2,177,304

 

1,804,596

 

 

 

Commercial

 

7

 

8,138

 

5,391

 

December 31, 2016

 

Consumer

 

29,062

 

827,720

 

775,685

 

 

 

Commercial

 

 

 

 

The Group considers a TDR that have subsequently defaulted if the borrower has failed to make payments of either principal, interest or both for a period of 90 days or more from contractual due date. Loans considered TDR that have defaulted during the years ended December 31, 2017 and 2016, respectively were as follows:

 

 

December 31, 2017

 

Troubled debt restructuring that subsequently defaulted

 

Number of
contracts

 

Recorded
investment

 

Consumer

 

5,783

 

212,179

 

 

 

December 31, 2016

 

Troubled debt restructuring that subsequently
defaulted

 

Number of
contracts

 

Recorded
investment

 

Consumer

 

3,481

 

88,575

 

d. Transfers of financial assets

The Group has securitized certain of their personal, pledge and credit card loans originated by the Bank and CCF on their behalf through the transfers of such loans to special purpose trusts which issues multiple classes of bonds and certificates of participation.

In addition, on November 7, 2007 the Group securitized certain properties through the transfer of such properties to a special purpose trust “Renta Inmobiliaria I” which issues multiple classes of bonds and

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

certificates of participation. As of December 2016, the Group had liquidated the mentioned trust and acquired the properties that were originally transferred.

Under Argentine Banking GAAP, securitizations were accounted for as sales. Debt securities issued by the trusts and retained by the Group are accounted for at cost plus accrued interest and participation certificates issued by the trusts and retained by the Group are accounted for under the equity method except the participation certificates of Real Estate trust that was accounted for at cost with the limit of the equity method and the participation certificates of CCF 3, 4 and 5 were accounted for at the recoverable value determined by the present value of net cash flows generated by the trusts with the limit of the equity method.

Under US GAAP, FASB ASC 810 “Consolidation” addresses consolidation of variable interest entities, as defined in the rules, which have certain characteristics.

The methodology for evaluating trust and transactions under the VIE requirements includes the following two steps:

1) Determine whether the entity meets the criteria to qualify as a VIE and;

2) Determine whether the Group is the primary beneficiary of a VIE.

In performing the first step the significant factors and judgments that were considered in making the determination as to whether an entity is a VIE includes:

· The design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders;

· The nature of the involvement with the entity;

· Whether control of the entity may be achieved through arrangements that do not involve voting equity;

· Whether there is sufficient equity investment at risk to finance the activities of the entity and;

· Whether parties other than the equity holders have the obligation to absorb expected losses or the right to received residual returns.

For each VIE identified, the Group performs the second step and evaluates whether it is the primary beneficiary of the VIE by considering the following significant factors and criteria:

· Whether the Group has the power to direct the activities that most significantly impact the VIE’s economic performance and;

· Whether the Group absorb the majority of the VIE’s expected losses or the Group receive a majority of the VIE’s expected residual returns.

As of December 31, 2017 and 2016, under FASB ASC 810, financial trusts mentioned in Note 26 were considered variable interest entities. In accordance with FASB ASC 810, the Group was deemed to be the primary beneficiary of these trusts and, therefore, the Group included them in its consolidated financial statements. The impact in the US GAAP shareholders’ equity or net income reconciliation is disclosed below.

As of December 31, 2017 and 2016, the table below presents the carrying amount and classification of the VIE’s assets and liabilities which have been consolidated for US GAAP purposes. As mentioned in Note 26. under BCRA rules, those amounts were recorded under “Other receivables from financial intermediation — Other receivables not covered by debtors classification regulations.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

December 31,

 

December 31,

 

 

 

2017

 

2016

 

Assets

 

 

 

 

 

Cash and due from banks

 

Ps.

6,276

 

Ps.

16,244

 

Trading securities assets

 

75,843

 

 

Other receivable from financial transactions

 

50,866

 

151,979

 

Loans

 

1,459,617

 

1,515,729

 

Allowances related to Loans

 

(114,095

)

(67,905

)

Other assets

 

28,680

 

38,996

 

 

 

Ps.

1,507,187

 

Ps.

1,655,043

 

Liabilities

 

 

 

 

 

Other liabilities from financial transactions:

 

 

 

 

 

Debt Securities

 

Ps.

811,018

 

Ps.

953,678

 

Certificates of Participation

 

606,643

 

614,020

 

Other liabilities

 

89,526

 

87,345

 

 

 

Ps.

1,507,187

 

Ps.

1,655,043

 

As a result of consolidating these trusts, total consolidated assets would increase by Ps. 978,852 and Ps. 982,651 as of December 31, 2017 and December 31, 2016, respectively.

Therefore, the Group recognized the loans and other assets under the financial trust included below and re-established its loan loss reserves under ASC 310. See Note 35.I.c. allowance for loan losses.

In addition, the Group had recognized a gain for the sale of the assets included in the trusts “Renta Inmobiliaria I” and “CCF Créditos Serie 5”. As a consequence that the Group had a controlling financial interest in trusts, the reconsolidation of the assets and liabilities was made and the gains recognized by the Group at the inception were reversed for US GAAP purposes. In addition, a reconciling adjustment was recognized in order to consolidate each trust assets and liabilities under US GAAP principles.

- Renta Inmobiliaria I

Renta Inmobiliaria I was liquidated on the second semester of 2016 and the Group reacquired the properties of this trust. Under Argentine Banking GAAP the Group recognized this assets for its market value at the moment of the readquisition and as consequence that the Group was consolidating the assets and liabilities of this trust, under US-GAAP this properties should be accounted for its historical cost minus amortization.

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps. (312,144) and Ps. (324,565). Net income adjustment as of December 31, 2017, 2016 and 2015 amounted to Ps. 12,421, Ps. (218,687), and Ps. (33,971), respectively.

- CCF Créditos Serie 5

Net Income adjustment as of December 31, 2015 amounted to Ps. 4,976.

Transfers of receivables with recourse

Under Argentine Banking GAAP, for transfers of receivables with recourse, the Group recorded a gain in the income statement and accounted for the transaction as a sale of loans.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Under US GAAP, ASC 860 “Transfers and servicing” establishes accounting and reporting standards for transfers and servicing of financial assets.

Transfers of financial receivables with recourse do not comply with the conditions prescribed in ASC 860-10-40 to be accounted for as a sale, as consequence, the transaction is considered a secured borrowing and, as a result of it, the Group should continue reporting the transferred financial receivables in its statement of financial position with no change in their measurement.

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps. (105,939) and Ps. (26,218) (corresponding to assets for an amount of Ps. 570,803 and Ps. 144,198 and liabilities for an amount of Ps. 676,742 and Ps. 170,416, respectively). Net income as of December 31, 2017, 2016 and 2015, amounted to Ps. (79,721), Ps. (27,265) and Ps. 1,047, respectively.

e. Government securities and other investments

Investments securities classified as trading and available for sale

Under Argentine Banking GAAP the Group has recorded “Holding of trading securities”, “Unlisted Government securities”, “Investments in listed corporate securities”, “Securities issued by the Argentine Central Bank listed” and “Securities receivable under spot and forward purchases pending settlement” at fair value, meanwhile the “Securities issued by the Argentine Central Bank unlisted” and “Unlisted corporate bonds” has been value at cost increased by their internal rate of return. Changes in valuation of these securities are included in earnings.

Under US GAAP “Holding of trading securities”, “Investments in listed corporate securities” and certain “Securities issued by the Argentine Central Bank” were considered “trading securities” and, as such, valued at fair value with changes in fair value recognized in the consolidated statement of income.pesos)

 

The table below shows the investments classifiedsensitivity to a reasonably possible additional variation in interest rates for the next year, taking into account the composition as trading securities:of December 31, 2019. Variations in rates were determined considering the scenarios set by Communication "A" 6397 for the calculation of the Interest Rate Risk in the Investment Portfolio.

 

 

 

December 31,

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Shareholders’s

 

 

 

 

 

 

 

Carrying

 

Fair

 

Equity

 

Carrying

 

Fair

 

 

 

Amount

 

Value

 

Adjustment

 

Amount

 

Value

 

Trading securities

 

 

 

 

 

 

 

 

 

 

 

Holdings of trading securities

 

Ps.

139,385

 

Ps.

139,385

 

Ps.

 

Ps.

158,341

 

Ps.

158,386

 

Unlisted Government securities

 

437

 

437

 

 

 

 

Investments in listed corporate securities

 

38,624

 

38,624

 

 

1,895

 

1,895

 

Securities issued by Argentine Central Bank

 

9,330,248

 

9,330,248

 

 

907,461

 

907,098

 

Total trading securities

 

Ps.

9,508,694

 

Ps.

9,508,694

 

Ps.

 

Ps.

1,067,697

 

Ps.

1,067,379

 

Additional variation in the interest rateIncrease / (decrease) in the income statement
Decrease in the interest rate4% ARS; 2% USD(357,394)
Increase in the interest rate4% ARS; 2% USD260,313

 

Other “Securities issuedIf the market interest rates for instruments denominated in pesos decreased by Argentine Central Bank”, “Unlisted corporate bonds”, “Unlisted government securities”4 percentage points and “Securities receivable under spot and forward purchases pending settlement” were considered as “available for sale securities” for US GAAP purposes and, as such, were recorded at fair value withthose nominated in dollars, they would fall by 2 percentage points, the unrealized gain and losses reported asannual net loss of income tax includedwould be 357,394. On the contrary, if the interest rates increased in other comprehensive income in the Shareholders´ equity, in accordance with ASC 320 “Investment — Debt and Equity Securities”.

F-65



Table of Contentsequal measure, 260,313 would be earned.

 

Grupo Supervielle S.A. and SubsidiariesLiquidity Risk

 

The Group defines Liquidity Risk as the risk of assuming additional financing expenses upon unexpected liquidity needs. Such risk results from the difference of sizes and maturities between the Group’s assets and liabilities. Such risks involve the following:

üFunding Liquidity Risk means the risk that results when it is difficult to obtain funds at normal market cost when needed, based on the market’s perception of the Group.
üMarket Liquidity Risk means the risk resulting from the Group’s incapacity to offset an asset position at market price, as a consequence of the following two key factors:

·Assets are not liquid enough,
·Changes in the markets where those assets are traded.

Liquidity and concentration indicators of funding sources are used to determine the tolerance to this risk, starting from the most restrictive definitions to the most comprehensive ones.

The following are the main core metrics used for the liquidity risk management:

üLCR (Liquidity Coverage Ratio): measures the relation between high quality liquid assets and total net cash outflows over a 30-day period. The Group estimates this indicator on a daily basis, having met the minimum forecasted value in 2017.
üNet Stable Funding Ratio (NSFR): measures the ability of the Group to fund its activities with sufficiently stable sources to mitigate the risk of future stress situations arising from its funding. The Group calculates this indicator on a daily basis, having complied with the minimum value required by the regulator and that that established internally based on its risk appetite.
üCoverage of Remunerated Accounts and Pre-Payable Term Depositsthis indicator is aimed to reduce funding dependence of unstable sources in non-liquid scenarios.

In addition, the Assets and Liabilities Committee performs a daily monitoring of some follow-up metrics . Such indicators are used to analyze the main components of LCR while assessing the Group’s liquidity condition and warning upon trend changes that may affect the guidelines set by the risk appetite policy. Additionally, within these monitoring indicators, Committee assess for the availability of liquid assets to respond to an eventual withdrawal of more volatile deposits, such us remunerated sight accounts and deposits of the public sector in foreign currency.

Finally, suitable controls over intraday liquidity and the compliance of minimum cash regulations are established. With regard to intraday liquidity, the Financial Risk Management performs a historical monitoring of the intraday liquidity available at the beginning of each day, the amount of sensitive payments over time with a time segmentation according to the time of the day on which they are concentrated andalso calculates different ratios considering liquid assets available with gross payments or payments that are sensitive over time. From the analysis of this information, it was defined that the starting balance of the current account of Banco Supervielle in the Argentine Central Bank can never be lower than the average of sensitive payments in the time recorded in the immediately previous month, setting an alert when it is below 10% of that value.

F-74

GRUPO SUPERVIELLE S.A.

Notes to the Consolidated Financial Statements

For the years endedAs of December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of pesos)

Liquidity risk management consist in a strict daily follow-up of liquidity coverage ratio (LCR), ensuring a suitable forecast of funding and free-availability liquid assets needs with the purpose of maintaining LCR within levels set by the risk appetite policy. As from 2018, the follow-up on the net stable funding ration (NSFR) is included in accordance with provisions set by the Argentine pesos — unless otherwise stated)Central Bank and Basle III criteria guidelines.

Below is an analysis of the assets and liabilities maturities, determined based on the remaining period as of December 31, 2019 and 2018 until the contractual maturity date, based on cash flows not discounted:

As of 12/31/2019 Less than 1 month  From 1 to 6 months  From 6 to 12 months  From 1 to 5 years  More than 5 years  Total 
Assets  71,187,751   47,432,628   28,940,376   87,483,052   33,914,944   268,958,751 
Loans and other financings  71,187,751   47,432,628   28,940,376   87,483,052   33,914,944   268,958,751 
Liabilities  92,522,913   12,105,324   10,051,246   4,112,193   3,371,710   122,163,386 
Deposits  79,694,146   7,578,111   4,996,317   2,245   -   92,270,819 
Liabilities at fair value through profit or loss  189,554   -   -   -   -   189,554 
Derivatives  319,817   -   -   -   -   319,817 
Other financial liabilities  4,918,670   408,985   556,549   946,443   533,279   7,363,926 
Financing received from the Argentine Central Bank and other financial institutions  7,400,726   966,831   202,593   355,116   912,434   9,837,700 
Unsubordinated negotiable Obligations  -   3,074,692   2,871,655   1,946,204   1,925,997   9,818,548 
Subordinated negotiable obligations  -   76,705   1,424,132   862,185   -   2,363,022 

As of 12/31/2018 Less than 1 month  From 1 to 6 months  From 6 to 12 months  From 1 to 5 years  More than 5 years  Total 
Assets  60,838,057   61,629,897   27,010,721   66,650,566   4,649,995   220,779,236 
Loans and other financings  60,838,057   61,629,897   27,010,721   66,650,566   4,649,995   220,779,236 
Liabilities  137,317,043   29,386,623   5,359,150   7,627,122   23,185,768   202,875,706 
Deposits  130,152,328   17,095,079   1,665,000   202,313   -   149,114,720 
Liabilities at fair value through profit or loss  1,847,244   -   -   -   -   1,847,244 
Derivatives  144,944   -   -   -   -   144,944 
Other financial liabilities  4,447,175   101,685   145,916   241,109   365,112   5,300,997 
Financing received from the Argentine Central Bank and other financial institutions  725,352   9,620,332   1,079,990   660,801   2,398,649   14,485,124 
Unsubordinated negotiable Obligations  -   2,522,707   2,440,731   6,448,873   18,127,380   29,539,691 
Subordinated negotiable obligations  -   46,820   27,513   74,026   2,294,627   2,442,986 

Economic capital calculation

 

The table below showsGroup relies on the investments classified as available for sale securities:following elements that ensure the suitable management of this type of risk:

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

Accumulated

 

Shareholders’

 

 

 

Amortized

 

Book

 

Fair

 

Unrealized

 

equity

 

 

 

Cost

 

Value

 

Value

 

(Loss)/Gain

 

Adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities issued by Argentine Central Bank

 

Ps.

2,341,832

 

2,343,618

 

2,343,618

 

1,786

 

 

Unlisted Government Securities and holdings of trading securities

 

1,803,747

 

1,799,367

 

1,802,131

 

(1,616

)

2,764

 

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement (*)

 

91,950

 

91,989

 

92,527

 

577

 

538

 

Total

 

Ps.

4,237,529

 

4,234,974

 

4,238,276

 

747

 

3,302

 

üBroad liquidity indicators dashboard, to monitor liquidity levels. Each indicator relies on its relevant threshold and limit, which are monitored on a daily basis by the Risk Area (sending due warnings upon violation cases), on a byweekly basis by the Assets and Liabilities Committee (ALCO) and on a monthly basis by the Integral Risk Committee. Likewise, a weekly report is drawn up and sent to members of the Integral Risk Committee, ALCO and the Board.

 


(*)This line does not include forward transactions pending settlement for an amount of Ps. 20,610. These operations have not been included for US GAAP purposes. The Group records securities purchases and sales as of the trade date under US GAAP.

üIndicators that measure the concentration of funding sources, establishing the Group’s risk appetite.

 

 

 

December 31, 2016

 

 

 

Amortized

 

Book

 

Fair

 

Accumulated
Unrealized

 

Shareholders’
equity

 

 

 

Cost

 

Value

 

Value

 

(Loss)/Gain

 

Adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities issued by Argentine Central Bank

 

1,486,805

 

1,485,743

 

1,484,288

 

(2,517

)

(1,455

)

Unlisted Government Securities

 

818,853

 

818,853

 

811,195

 

(7,658

)

(7,658

)

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement (*)

 

616,872

 

620,574

 

620,520

 

3,648

 

(54

)

Total

 

2,922,530

 

2,925,170

 

2,916,003

 

(6,527

)

(9,167

)

F-75

 


(*)This line does not include forward transactions pending settlement for an amount of Ps. 8,250. These operations have not been included for US GAAP purposes. The Group records securities purchases and sales as of the trade date under US GAAP

GRUPO SUPERVIELLE S.A.

 

The amount of the unrealized gain or loss on available for sale securities, before tax, that have been included in accumulated other comprehensive income is as follows:

Securities

 

December
31, 2016

 

Increase

 

Decrease

 

December 31,
2017

 

 

 

 

 

 

 

 

 

 

 

Securities issued by Argentine Central Bank

 

Ps.

(2,517

)

Ps.

11,338

 

Ps.

(7,035

)

Ps.

1,786

 

Unlisted Government Securities

 

(7,658

)

7,284

 

(1,242

)

(1,616

)

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement

 

3,648

 

871

 

(3,942

)

577

 

Total

 

Ps.

(6,527

)

Ps.

19,493

 

Ps.

(12,219

)

Ps.

747

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years endedAs of December 31, 2017, 2016 and 20152018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)pesos)

 

Securities

 

December
31, 2015

 

Increase

 

Decrease

 

December 31,
2016

 

Securities issued by Argentine Central Bank

 

Ps.

10

 

Ps.

618

 

Ps.

(3,145

)

Ps.

(2,517

)

Unlisted Government Securities

 

 

 

(7,658

)

(7,658

)

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement

 

705

 

3,661

 

(718

)

3,648

 

Total

 

Ps.

715

 

Ps.

4,279

 

Ps.

(11,521

)

Ps.

(6,527

)

üDevelopment and monitoring of new liquidity coverage and leverage indicators set by the Argentine Central Bank in compliance with Basle III route map.

üDifferent liquidity risk follow-up tools have been added, including a disaggregate assessment of contractual term mismatches and funding concentration reports, by counterparty, product and significant currency. The accuracy of the information required for such reports contributed to the improvement of our Risk Management Information System (MIS).

üThe liquidity coverage ratio is used to assess the Group’s capacity to meet liquidity needs over a 30-day period within a stress scenario described by the Argentine Central Bank. The follow-up of this indicator is carried out on a daily basis, keeping the Group’s liquidity director and officials updated on its evolution.

üPermanent monitoring of limit and threshold compliance in virtue of the stable funding ratio (NSFR).

üIndividual stress tests, carried out on a daily basis upon an eventual critical scenario of a sudden withdrawal of deposits and its impact on the minimum cash position and LCR.

üRegarding contingency plans, the Group follows a policy that ensures the application of its guidelines in stress tests, according to the decision taken by ALCO Committee and Integral Risk Committee.

 

The maturitiesRisk management framework described herein enables a suitable liquidity condition; therefore, the Group considers the economic capital estimation unnecessary to cover such risk, as long as the Group’s solvency should not be affected once the stress tests contingency plan have been implemented.

28.INTERNATIONAL FINANCING PROGRAMS

Banco Supervielle S.A. keeps active the following agreements: 1) A Foreign Trade Credit Facility Program with Inter-American Development Bank (IDB), whose line amounts to USD 20,000,000 (USD 20 million) and 2) A Global Financial Exchange Program with the International Finance Corporation (IFC), whose line amounts to USD 30,000,000 (thirty million US dollars).

On the other hand, the FMO, a Netherlands Development Finance Company, and Proparco, an AFD (Agence Francaise de Développement) subsidiary, granted to the Bank on September a non-guaranteed senior sindicated loan of availableUSD 80,000,000 (eighty million US dollars) for sale securitiesa period of three years and with an interest rate of Libor + 3.40%. The funds received were quickly placed among the SME clients of our portfolio that work in regional export economies in various sectors.

It should be noted that these agreements are subject to compliance with certain financial covenants, certain obligations to do and not to do, as well as certain information requirements.

As of December 31, 2019, the Bank was not in compliance with the non-performing loans ratio and the coverage ratio of the IDB facility which generates a potential breach of the loan agreements with the FMO and Proparco by the cross default clauses included in those contracts. This breach would enable the aforementioned agencies to accelerate the payment of the loans for an amount of $7,167 millions as of December 31, 2017 are as follows:2019.

 

 

 

December 31, 2017

 

 

 

 

 

 

 

After 5

 

 

 

 

 

 

 

After 1 year

 

year but

 

 

 

 

 

Within 1

 

but within 5

 

within 10

 

 

 

Securities

 

year

 

years

 

years

 

Total

 

Securities issued by Argentine Central Bank

 

Ps.

2,341,832

 

 

 

2,341,832

 

Unlisted government bonds

 

1,803,747

 

 

 

1,803,747

 

Unlisted corporate bonds

 

1,010

 

65,569

 

 

66,579

 

Securities receivable under spot and forward purchases pending settlement

 

25,371

 

 

 

25,371

 

Total

 

Ps.

4,171,960

 

65,569

 

 

4,237,529

 

Consequently, on January 29, 2020, the Bank began the process to obtain a waiver with the IDB, which was obtained on February 18, 2020, by virtue of which the IDB waived its right to accelerate the debt due to non-compliance with the ratios of non-performing loans and coverage for the period from October 1, 2019 to December 31, 2019. Also on April 16, 2020, it requested a new waiver from the IDB, which was obtained on April 30, 2020, extending the aforementioned terms until May 31, 2020

29.BUSINESS COMBINATIONS

-FUTUROS DEL SUR S.A.

On December 18, 2019, the Group acquired 100% of the capital stock of Futuros del Sur S.A. for a total price of 6,964. Futuros del Sur main activity is to be negotiation agent.

F-76

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2018 presented in comparative format

(Expressed in thousands of pesos)

The amounts recognized as of the date of acquisition for each main class of assets acquired and liabilities assumed are:

Fair Value
Cash and banks deposits2,618
Other financial assets651
Other assests54
Miscellaneous obligations(125)
Net identifiable assets acquired3,198
Consideration of the acquisition:
- Amount paid net of expenses6,964
Net cash flow used - investment activities6.964
Goodwill by business combination3,766

The goodwill will not be deductible for tax purposes.

30.ASSETS AND LIABILITIES IN FOREIGN CURRENCY

  At  At 12/31/2019  (per currency)  At 
Items 12/31/2019  Dollar  Euro  Real  Others  12/31/2018 
ASSETS                        
Cash and Due from Banks  13,896,907   13,161,262   589,529   15,285   130,831   25,164,561 
Government and corporate securities at fair value with changes in results  704,916   704,916   -   -   -   4,296,153 
Derivatives  -   -   -   -   -   20,621 
Other financial assets  1,151,505   1,151,257   248   -       915,523 
Loans and other financing  21,482,922   21,479,286   3,313   -   323   32,505,333 
Other Debt Securities  65   65   -   -   -   1,599,586 
Financial assets in guarantee  4,503,242   4,503,242   -   -   -   711,530 
Investments in subsidiaries, associates and joint ventures  -   -   -   -   -   0 
Other non-financial assets  179,271   179,271   -   -   -   229,506 
TOTAL ASSETS  41,918,828   41,179,299   593,090   15,285   131,154   65,442,813 
                         
LIABILITIES                        
Deposits  23,336,727   22,855,146   481,581   -   -   48,179,530 
Non-financial public sector  2,171,358   2,171,272   86   -   -   12,152,394 
Financial sector  9,062   9,062   -   -   -   4,581 
Non-financial private sector and foreign residents  21,156,307   20,674,812   481,495   -   -   36,022,555 
Liabilities at fair value with changes in results  -   -   -   -   -   235,188 
Other financial liabilities  4,091,775   3,998,209   93,566   -   -   774,926 
Financing received from the Argentine Central Bank and other financial entities  8,075,471   8,075,471   -   -   -   10,444,759 
Subordinated negotiable obligations  2,119,888   2,119,888   -   -   -   2,128,759 
Other non-financial liabilities  341,062   341,062   -   -   -   791,902 
TOTAL LIABILITIES  37,964,923   37,389,776   575,147   -   -   62,555,064 
                         
NET POSITION  3,953,905   3,789,523   17,943   15,285   131,154   2,887,749 

31.CURRENT/NON-CURRENT DISTINCTION

The group has adopted the presentation of all assets and liabilities in order of liquidity due to this presentation provides information that is reliable and more relevant.

F-77

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2018 presented in comparative format

(Expressed in thousands of pesos)

As of December 31, 2019 and 2018, the amount expected to be recovered or settled after more than twelve months for each asset and liability line item is as follows: 

  12/31/2019  12/31/2018 
ASSETS No more than 12 months after the reporting period  More than 12 months after the reporting period  Total  No more than 12 months after the reporting period  More than 12 months after the reporting period  Total 
Cash and due from banks  26,403,099   -   26,403,099   51,822,372   -   51,822,372 
    Cash  8,751,111   -   8,751,111   7,368,112   -   7,368,112 
    Argentine Central Bank  15,927,336   -   15,927,336   42,132,824   -   42,132,824 
    Other local financial institutions  1,694,742   -   1,694,742   2,305,439   -   2,305,439 
    Others  29,910   -   29,910   15,997   -   15,997 
Debt Securities at fair value through profit or loss  568,501   -   568,501   23,247,329   -   23,247,329 
Derivatives  257,587   -   257,587   24,496   -   24,496 
Repo transactions  -   -   -   -   -   - 
Other financial assets  2,096,866   -   2,096,866   2,612,157   -   2,612,157 
Loans and other financing  61,827,090   26,182,921   88,010,011   87,503,950   31,267,685   118,771,635 
To the non-financial public sector  7,020   21,852   28,872   11,577   38,883   50,460 
To the financial sector  32,867   31,655   64,522   550,993   62,108   613,101 
To the Non-Financial Private Sector and Foreign residents  61,787,203   26,129,414   87,916,617   86,941,380   31,166,694   118,108,074 
Other debt securities  10,106,598   351,958   10,458,556   1,875,097   4,756,764   6,631,861 
Financial assets in guarantee  5,333,704   -   5,333,704   3,082,974   4,776   3,087,750 
Current income tax assets  102,458   -   102,458   903,591   7,186   910,777 
Inventories  44,455   -   44,455   107,557   -   107,557 
Investments in equity instruments  -   14,579   14,579   -   16,005   16,005 
Property, plant and equipment  -   4,002,078   4,002,078   -   3,359,290   3,359,290 
Investment Property  -   4,054,737   4,054,737   -   635,877   635,877 
Intangible assets  -   4,372,514   4,372,514   -   4,170,146   4,170,146 
Deferred income tax assets  155,663   1,515,532   1,671,195   9,696   1,254,526   1,264,222 
Non-current assets held for sale  -   -   -   4,307   -   4,307 
Other non-financial assets  754,818   539,533   1,294,351   267,224   1,099,805   1,367,029 
TOTAL ASSETS  107,650,839   41,033,852   148,684,691   171,460,750   46,572,060   218,032,810 

  12/31/2019  12/31/2018 
LIABILITIES No more than 12 months after the reporting period  More than 12 months after the reporting period  Total  No more than 12 months after the reporting period  More than 12 months after the reporting period  Total 
Deposits  89,006,977   1,200   89,008,177   145,863,016   133,185   145,996,201 
 Non-financial public sector  5,470,177   -   5,470,177   17,083,822   -   17,083,822 
 Financial sector  28,098   -   28,098   38,821   -   38,821 
 Non-financial private sector and foreign residents  83,508,702   1,200   83,509,902   128,740,373   133,185   128,873,558 
Liabilities at fair value through profit or loss  189,554   -   189,554   412,403   -   412,403 
Derivatives  -   -   -   144,944   -   144,944 
Repo Transactions  319,817   -   319,817   -   -   - 
Other financial liabilities  8,555,100   560,465   9,115,565   6,294,616   269,780   6,564,396 
Financing received from the Argentine Central Bank and other financial institutions  8,688,059   329,538   9,017,597   11,013,248   1,343,858   12,357,106 
Unsubordinated negotiable Obligations  4,282,707   1,803,768   6,086,475   3,311,927   11,005,518   14,317,445 
Current income tax liability  -   -   -   1,217,233   -   1,217,233 
Subordinated negotiable obligations  1,314,985   804,903   2,119,888   40,227   2,088,532   2,128,759 
Provisions  21,720   655,298   677,018   17,908   115,795   133,703 
Deferred income tax liability  506,291   -   506,291   9,032   334,554   343,586 
Other non-financial liabilities  6,527,529   1,681,385   8,208,914   7,066,054   1,248,585   8,314,639 
TOTAL LIABILITIES  119,412,739   5,836,557   125,249,296   175,390,608   16,539,807   191,930,415 

F-78

GRUPO SUPERVIELLE S.A.

Notes to Consolidated Financial Statements

As of December 31, 2018 presented in comparative format

(Expressed in thousands of pesos)

32.OFFSETTING OF FINANCIAL ASSET AND LIABILITIES

A financial asset and a financial liability shall be offset and the net amount presented in the statement of financial position when, and only when, the Group fulfill with paragraph 42 of IAS 32, and currently has a legally enforceable right to set off the recognized amounts; and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

 

In addition, the Group has evaluated whether there wasmaster netting arrangement that not satisfies the offsetting criteria but creates a declineright of set-off that becomes enforceable and affects the realization or settlement of individual financial assets and financial liabilities only following a specified event of default or in other circumstances not expected to arise in the valuenormal course of the security that is other-than temporary as defined by ASC 310-10.

The table below presents the fair value and the associated gross unrealized losses on AFS debt securities and whether these securities have had gross unrealized losses for less than 12 months or for 12 months or longer as of December 31, 2017 and 2016:

 

 

Less than 12 months

 

Total

 

 

 

Gross Unrealized
losses

 

Fair Value

 

Gross Unrealized
losses

 

Fair Value

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities issued by Argentine Central Bank

 

Ps.

(7,035

)

1,484,288

 

Ps.

(7,035

)

1,484,288

 

Unlisted government bonds

 

(1,242

)

811,195

 

(1,242

)

811,195

 

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement

 

(3,942

)

620,520

 

(3,942

)

620,520

 

Total

 

Ps.

(12,219

)

2,916,003

 

Ps.

(12,219

)

2,916,003

 

 

 

Less than 12 months

 

Total

 

 

 

Gross Unrealized
losses

 

Fair Value

 

Gross Unrealized
losses

 

Fair Value

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities issued by Argentine Central Bank

 

Ps.

(3,145

)

903,654

 

Ps.

(3,145

)

903,654

 

Unlisted government bonds

 

(7,658

)

811,195

 

(7,658

)

811,195

 

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement

 

(718

)

11,040

 

(718

)

11,040

 

Total

 

Ps.

(11,521

)

1,725,889

 

Ps.

(11,521

)

1,725,889

 

F-67



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

For purposes of determining whether the decline in fair value for these categories of securities qualifies as “other than temporary impairment,” the Group has considered the following factors:

·                  The decline in fair value is not attributable to credit quality. It solely derives from adverse interest rate fluctuations of observable inputs of similar instruments according to their fair value hierarchy.

·                  Future principal payments will be sufficient to recover the current amortized cost of these investments.

·                  The Group has the intention to hold these securities at least until their fair value recover to a level that exceeds their amortized cost.

·                  The extent to which the fair value has been less than the amortized cost is not relevant for these categories of securities.business.

 

As of December 31, 20172019 and 20162018, the Group has evaluated if an “other than temporary impairment” exists. As a result of its analysis, has determined that the decrease was temporary in nature and no impairment has to be recorded under US GAAP.

Net income adjustment between Argentine Banking GAAP and US GAAP for the year ended December 31, 2017, 2016 and 2015 amounted to Ps. 5,513, Ps. (3,252) and Ps. 162, respectively.

f. Vacation Provision

Following Argentine Banking GAAP, the cost of vacations earned by employees is recorded by the Group when paid.

US GAAP requires that this expense be recorded on an accrual basis as the vacations are earned.

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps. (300,043) and Ps. (215,361), respectively. Net income adjustment as of December 31, 2017, 2016 and 2015 amounted to Ps. (84,682), Ps. (35,587) and Ps. (12,825), respectively.

g. Derivative Instruments

The Group enters into derivative transactions, mainly, futures, forward, options and interest rate swaps.

Under Argentine Banking GAAP futures, forward and options are accounted at fair value and interest rate swap at its notional value. Over this value, the Group agrees to pay a fix interest rate and to receive a floating interest rate. The differences arising between fixed and floating rates of interest rate swaps are settled monthly and are recorded at their net position. This net position is calculated instrument by instrument. Differences arising between the spot price and the future price in futures and forwards transactions are settled daily through ROFEX.

Under US GAAP, ASC 815 “Derivatives and Hedging” establishes accounting and reporting standards for derivative instruments, including certain ones embedded in other contracts (collectively referred to as derivatives) and for hedging activities.

F-68



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

The standard requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Group had no embedded derivatives and does not apply hedge accounting in accordance with FASB ASC 815.

There are no shareholders´ equity and net income adjustments between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016.

Under US GAAP, FASB ASC 815 also requires additional disclosures, as follows:

 

 

December 31,

 

December 31,

 

 

 

2017

 

2016

 

Derivatives not designated as
hedging instruments under FASB
ASC 815

 

Balance sheet
classification (1)

 

Fair
value

 

Balance sheet
classification (1)

 

Fair value

 

 

 

 

 

 

 

 

 

 

 

Assets derivatives

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other receivables from financial intermediation

 

 

Other receivables from financial intermediation

 

28,304

 

Total assets derivatives

 

 

 

 

 

 

28,304

 

 

 

 

 

 

 

 

 

 

 

Liability derivatives

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other liabilities from financial intermediation

 

 

Other liabilities from financial intermediation

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

Other liabilities from financial intermediation

 

 

Other liabilities from financial intermediation

 

 

Total liability derivatives

 

 

 

 

 

 

 


(1) According to Central Bank rules.

See amounts of gain or (loss) recognized in income on derivatives in Note 25.c.

h. Special Termination Arrangements

Special termination arrangements are principally termination benefits that a group of eligible employees receive during the period between their effective termination date and their retirement age, when they voluntary accepts an irrevocable termination arrangement.

Under Argentine Banking GAAP, the costs of the special termination arrangement are recorded when paid.

Under ASC 712 “Special termination benefits” a liability should be recorded and an expense recognized in the period the employees irrevocably accept the offer and the amount of the termination liability is reasonably estimable.

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps. (598,281) and Ps. (290,025), respectively. Net income adjustment as of December 31, 2017 and 2016 and 2015 amounted to Ps. (308,256), Ps. (151,100) and Ps. (69,271), respectively.

i. Customer Loyalty Programs

The Group offers reward programs that allow its cardholders to earn points that can be redeemed for a broad range of rewards, including goods and travels among others.

Under Argentine Banking GAAP, the Group recorded a liability based on the redemptions paid during the last 12 months.

Under US GAAP the Group establishes a reward liability based upon the points earned that are expected to be redeemed and the average cost per point redeemed. The points to be redeemed are estimated based

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

on past redemption behavior, card product type, and other historical card performance. The liability is reduced as the points are redeemed.

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps. (51,193) and Ps. (44,091), respectively. Net income adjustment as of December 31, 2017, 2016 and 2015 amounted to Ps. (7,102), Ps. (15,995) and Ps. 21,094, respectively.

j. Credit Card Loans— Imputed Interest

As of December 31, 2017 and 2016, the Group has granted credit card loans with zero interest rates or preferential interest rates. Under Argentine Banking GAAP, the Group has recorded the investment at the amount granted without consideration of the market interest rate involved in the transaction.

Under US GAAP, ASC 835-30 establishes a method to determine the interest rate corresponding to these types of transactions. This Standard provides guidance for the appropriate accounting when the face amount of an account receivable does not reasonably represent the present value of the consideration given or received in the exchange.

The objective is to approximate the interest rate for an account receivable that would have resulted if an independent borrower and an independent lender had negotiated a similar transaction under comparable terms and conditions with the option to pay the cash price upon purchase for the amount of the purchase that bears the prevailing rate of interest to maturity.

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2017 and 2016 amounted to Ps. (182,161) and Ps. (88,463), respectively. Net income adjustment for the years ended December 31, 2017, 2016 and 2015 amounted to Ps. (93,698), Ps. 21,666 and Ps. (75,775), respectively.

k. Deferred Income Tax

Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and, therefore, income taxes for Banco Supervielle and Cordial Compañía Financiera S.A. are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Supervielle and Grupo Supervielle’s non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Supervielle and its non-banking subsidiaries have recognized a deferred tax asset as of December 31, 2017 and 2016. As indicated in note 3.19, on the December 27, 2017 the Argentine Congress approved a comprehensive income tax reform that will become effective as of 2018.

In addition, the Group records as an asset the credit related with Minimum Presumed Income Tax amounting to Ps. 26,183 and Ps. 8,408 as of December 31, 2017 and 2016, respectively. The MPIT credit will be computable as a down payment of any income tax excess over minimum notional income tax through the next ten years.

For purposes of US GAAP reporting, the Bank and Cordial Compañía Financiera S.A. apply FASB ASC 740 “Income Taxes”. Under this method, income taxes recognized using the asset and liability method whereby deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and their respective tax basis. Deferred tax assets are also recognized if it is more likely than not those assets will be realized.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recorded or settled. The effect of a change in tax rates is recognized in income statement in the period when enacted. A valuation allowance is recognized for that component of net deferred tax assets which is “more likely than not” that

F-70



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

it will not be realized. Under this pronouncement, an enterprise must use judgment in considering the relative impact of negative and positive evidence to determine if a valuation allowance is needed or not.

As of December 31, 2017 and 2016, and based on the analysis performed on the realizability of the deferred tax assets, the Group believes that is more likely than not that it will recover all the temporary differences and no portion of the net operating tax loss carryforward with future taxable income and, therefore, a valuation allowance was provided against the net operating tax loss carryforward based on the taxable income projections.

Legal entities in Argentina file their individual tax returns with the tax authority and consolidation of tax returns are not permitted. Consequently, deferred tax assets, deferred tax liabilities, and valuation allowances are determined based on the individual positions of each legal entity.

As such, the US GAAP adjustment included: a) Deferred Income Taxes for banking companies not recorded for local purposes and; b) tax effects on the US GAAP adjustments including in the reconciliation.

Deferred tax assets / (liabilities) are summarized as follows:

 

 

December 31, 2017

 

 

 

ASC 740-10 applied to
Argentine Banking
GAAP balances

 

ASC 740-10 applied
to US GAAP
adjustments

 

ASC 740-10
Total

 

Deferred tax assets

 

 

 

 

 

 

 

Loan loss reserves

 

Ps.

200,588

 

Ps.

115,974

 

Ps.

316,562

 

Loans origination fees and cost

 

 

66,974

 

66,974

 

Provisions

 

23,163

 

284,855

 

308,018

 

Transfer of Financial Assets

 

 

125,425

 

125,425

 

Credit Card Loans — Imputed Interest

 

 

54,648

 

54,648

 

Financial Guarantees

 

 

1,985

 

1,985

 

Loss carry forward

 

50,647

 

 

50,647

 

 

 

Ps.

274,398

 

Ps.

649,861

 

Ps.

924,259

 

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

 

Fixed Assets

 

Ps.

48,997

 

Ps.

(6,559

)

Ps.

42,438

 

Intangible assets

 

17,630

 

(14,795

)

2,835

 

Exchange rate differences

 

39,394

 

 

39,394

 

Government Securities and other investments

 

 

991

 

991

 

 

 

Ps.

106,021

 

Ps.

(20,363

)

Ps.

85,658

 

 

 

 

 

 

 

 

 

Net deferred income tax asset before valuation allowance

 

Ps.

168,377

 

Ps.

670,224

 

Ps.

838,601

 

Valuation allowance

 

(50,647

)

 

(50,647

)

Net deferred income tax assets

 

Ps.

117,730

 

Ps.

670,224

 

Ps.

787,954

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

December 31, 2016

 

 

 

ASC 740-10 applied to
Argentine Banking
GAAP balances

 

ASC 740-10 applied
to US GAAP
adjustments

 

ASC 740-10
Total

 

Deferred tax assets

 

 

 

 

 

 

 

Loan loss reserves

 

Ps.

169,225

 

Ps.

41,414

 

Ps.

210,639

 

Loans origination fees and cost

 

 

23,843

 

23,843

 

Provisions

 

22,662

 

192,317

 

214,979

 

Transfer of Financial Assets

 

 

122,774

 

122,774

 

Credit Card Loans — Imputed Interest

 

 

30,962

 

30,962

 

Government securities and other investments

 

 

3,320

 

3,320

 

Financial Guarantees

 

 

3,189

 

3,189

 

Loss carry forward

 

137,067

 

 

137,067

 

 

 

Ps.

328,954

 

Ps.

417,819

 

Ps.

746,773

 

Deferred tax liabilities

 

 

 

 

 

 

 

Fixed Assets

 

Ps.

29,983

 

Ps.

(6,837

)

Ps.

23,146

 

Intangible assets

 

24,269

 

(9,260

)

15,009

 

 

 

Ps.

54,252

 

Ps.

(16,097

)

Ps.

38,155

 

 

 

 

 

 

 

 

 

Net deferred income tax asset before valuation allowance

 

Ps.

274,702

 

Ps.

433,916

 

Ps.

708,618

 

Valuation allowance

 

(137,067

)

 

(137,067

)

Net deferred income tax assets

 

Ps.

137,635

 

Ps.

433,916

 

Ps.

571,551

 

The following table reconciles the statutory income tax rate in Argentina to the Group´s effective tax rate calculated on the basis of US GAAP for the years ended December 31, 2017, 2016 and 2015:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Pre-tax income in accordance with US GAAP (a)

 

Ps.

2,352,923

 

Ps.

1,345,089

 

Ps.

931,395

 

Statutory income tax rate

 

35

%

35

%

35

%

Tax on net income at statutory rate

 

Ps.

823,523

 

Ps.

470,781

 

Ps.

325,988

 

Permanent tax differences

 

(81,661

)

(188,124

)

(78,743

)

Changes in valuation allowance

 

(86,420

)

36,563

 

8,074

 

Income tax in accordance with US GAAP

 

Ps.

655,442

 

Ps.

319,221

 

Ps.

255,319

 


(a) Includes pre-tax income of trusts that are consolidated under US GAAP, as described in Note 35.I.d.

ASC 740-10 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition for uncertain tax positions taken or expected to be taken in a tax return. As of December 31, 2017 and 2016, there were no uncertain tax positions.

The following table shows the tax years open for examination as of December 31, 2017, in which the Group’s operate:

Jurisdiction

Tax year

Argentina

2013 — 2017

l. Accounting for guarantees

The Bank issues financial guarantees, which are obligations to pay to a third party when a customer fails to repay its obligation.

Under Central Bank rules, guarantees issued are recognized as liabilities when it is probable that the obligation undertaken by the guarantor will be performed.

F-72



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Under US GAAP, FASB ASC 460 “Guarantees” requires that at inception of a guarantee, a guarantor recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. Such liability at inception is deemed to be the fee received by the Group with an offsetting entry equal to the consideration received. Subsequent reduction of liability is based on an amortization method as the Group is decreasing its risk. As of December 31, 2017 and 2016, the fair value of the guarantees less the estimated proceeds from collateral amounted to Ps. (6,616) and Ps. (9,111), respectively. Net income adjustment as of December 31, 2017, 2016 and 2015 amounted to Ps. 2,495, Ps. 526 and Ps. (10,997), respectively.

m. Non-controlling Interest

Argentine Banking GAAP requires to record non-controlling interests as a component of the liabilities. Under US GAAP, FASB ASC 810 requires to record such interests as shareholders’ equity. As consequence, consolidated net income and comprehensive income are reported with separate disclosure of the amounts attributable to the parent company and to the non-controlling interest. The non-controlling interest in accordance with Argentine Banking GAAP has been eliminated for US GAAP reconciliation purposes. Also, non-controlling interest under US GAAP reflects the effect in non-controlling interest of all the other US GAAP adjustments discussed.

Had US GAAP been applied, the Group’s shareholder’s equity would increase by Ps. 1,602 and Ps. 18,735 at December 31, 2017 and 2016, respectively. In addition, income for the fiscal years ended at December 31, 2017, 2016 and 2015 would have (decreased) / increased by Ps. (16,886), Ps. 3,290 and Ps. 3,558, respectively.

II. Additional disclosure requirements:

a)Comprehensive income

“Reporting Comprehensive Income” ASC 220 establishes standards for reporting and the display of comprehensive income and its components (revenues, expenses, gains and losses) in the financial statements. Comprehensive income is the total of net income and all transactions, and other events and circumstances from non-owner sources.

The following disclosure presents the Comprehensive Income according to ASC 220, for the years ended December 31, 2017, 2016 and 2015:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Income Statement

 

 

 

 

 

 

 

Financial income

 

Ps.

15,991,409

 

Ps.

10,981,488

 

Ps.

7,496,156

 

Financial expenses

 

(6,448,536

)

(5,191,330

)

(3,809,350

)

Gross financial margin — gain

 

9,542,873

 

5,790,158

 

3,686,806

 

Loan Loss provisions net of recoveries

 

(2,200,682

)

(1,099,229

)

(532,191

)

Services fee income

 

4,746,614

 

3,459,641

 

2,662,219

 

Services fee expense

 

(1,504,268

)

(1,097,632

)

(759,367

)

Administrative expenses

 

(8,886,710

)

(6,159,154

)

(4,454,857

)

Subtotal- Income from financial transactions

 

1,697,827

 

893,784

 

602,610

 

Income from insurance activities

 

479,061

 

606,143

 

175,947

 

Miscellaneous income

 

545,898

 

298,897

 

367,165

 

Miscellaneous losses

 

(369,863

)

(453,735

)

(214,327

)

Income before tax

 

2,352,923

 

1,345,089

 

931,395

 

Income Tax

 

(655,442

)

(319,221

)

(255,319

)

Net income under US GAAP

 

Ps.

1,697,481

 

Ps.

1,025,868

 

Ps.

676,076

 

 

 

 

 

 

 

 

 

Less: Net Income attributable to the Non-controlling Interest.

 

(52,889

)

(28,184

)

(57,722

)

Net Income attributable to the Group

 

Ps.

1,644,592

 

Ps.

997,684

 

Ps.

618,354

 


(a)         includes net income from participation in Financial Trust consolidated under US GAAP

F-73



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Comprehensive income

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Net income for the year

 

Ps.

1,697,481

 

Ps.

1,025,868

 

Ps.

676,076

 

Other comprehensive income:

 

 

 

 

 

 

 

Gross unrealized (loss) / gain, net

 

7,274

 

(7,242

)

18,653

 

Estimated tax benefit / (loss) on unrealized (loss) / gain on available for sale securities

 

(2,546

)

2,535

 

(6,529

)

Unrealized (loss) / gain, net of tax

 

4,728

 

(4,707

)

12,124

 

Comprehensive income

 

1,702,209

 

1,021,161

 

688,200

 

Less: Other comprehensive income attributable to non-controlling interest

 

(247

)

284

 

(983

)

Less: Comprehensive income attributable to non-controlling interest

 

(52,889

)

(28,183

)

(57,722

)

Comprehensive income attributable to the Group

 

Ps.

1,649,073

 

Ps.

993,262

 

Ps.

629,495

 

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Unrealized net (loss) / gains - Available for sale securities

 

Ps.

747

 

Ps.

(6,527

)

Ps.

715

 

Estimated tax benefits / (loss) on unrealized net gains on available for sale securities

 

(262

)

2,284

 

(250

)

Accumulated other comprehensive income, net

 

Ps.

485

 

Ps.

(4,243

)

Ps.

465

 

b) Statements of Income and Balance Sheets

The presentation of financial statements according to the Argentine Banking GAAP differs significantly from the format required by the SEC under Rules 210.9 to 210.9-07 of Regulation S-X (Article 9). The income statements presented below disclose the categories required by Article 9 using Argentine Banking GAAP:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Interest income

 

 

 

 

 

 

 

Interest and fees on loans

 

Ps.

12,652,880

 

Ps.

8,887,937

 

Ps.

5,733,880

 

Interest and dividends on investment securities taxable

 

2,373,059

 

1,241,555

 

689,472

 

Interest on other receivables from financial transactions

 

364,836

 

412,467

 

273,657

 

 

 

Ps.

15,390,775

 

Ps.

10,541,959

 

Ps.

6,697,009

 

Interest expense

 

 

 

 

 

 

 

Interest on deposits

 

2,960,459

 

3,076,406

 

2,173,450

 

Interest on securities sold under agreements to repurchase

 

108,712

 

94,143

 

38,085

 

Interest on short-term liabilities from financial intermediation

 

1,933,596

 

792,419

 

480,079

 

Interest on long-term liabilities from financial intermediation

 

128,237

 

128,027

 

81,282

 

 

 

Ps.

5,131,004

 

Ps.

4,090,995

 

Ps,

2,772,896

 

 

 

 

 

 

 

 

 

Net interest income

 

Ps.

10,259,771

 

Ps.

6,450,964

 

Ps.

3,924,113

 

 

 

 

 

 

 

 

 

Provision for loan losses, Net of reversals

 

1,652,325

 

926,650

 

483,645

 

Net interest income after provision for loan losses

 

Ps.

8,607,446

 

Ps.

5,524,314

 

Ps.

3,440,468

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest income

 

 

 

 

 

 

 

Service charges on deposit accounts

 

Ps.

1,435,289

 

Ps.

925,096

 

Ps.

678,531

 

Credit-card service charges and fees

 

937,690

 

802,059

 

769,446

 

Other commissions

 

868,288

 

594,910

 

881,083

 

Insurance commissions, fees and premiums

 

1,162,677

 

1,120,921

 

 

 

Loans related commissions

 

1,084,217

 

730,099

 

506,648

 

Income from equity in other companies

 

27,648

 

 

3

 

Foreign exchange, net

 

250,758

 

367,436

 

44,735

 

Other

 

571,302

 

353,119

 

482,910

 

Total non-interest income

 

Ps.

6,337,869

 

Ps.

4,893,640

 

Ps.

3,363,356

 

Non-interest expense

 

 

 

 

 

 

 

Commissions

 

Ps.

800,636

 

Ps.

559,391

 

Ps.

365,847

 

Personnel expenses

 

5,475,674

 

3,860,094

 

2,767,111

 

Fees and external administrative services

 

507,065

 

360,519

 

246,061

 

Depreciation of premises and equipment

 

118,594

 

81,558

 

56,637

 

Renting

 

249,934

 

225,363

 

148,381

 

Electricity and communications

 

193,227

 

149,888

 

101,009

 

Advertising and publicity

 

549,408

 

443,526

 

314,295

 

Taxes

 

2,035,846

 

1,438,996

 

1,101,813

 

Amortization of other intangibles

 

128,875

 

111,284

 

92,431

 

Loss from equity in others companies

 

 

4,997

 

 

Repair maintenance and conservation

 

356,500

 

308,276

 

147,845

 

Insurance

 

35,498

 

26,476

 

14,204

 

Security Services

 

191,282

 

132,122

 

95,751

 

Other Provisions and reserves

 

44,797

 

76,627

 

23,863

 

Other

 

998,655

 

766,003

 

362,173

 

Stationary and supplies

 

43,885

 

38,762

 

29,055

 

Total non-interest expense

 

Ps.

11,729,876

 

Ps.

8,583,880

 

Ps.

5,866,476

 

 

 

 

 

 

 

 

 

Income before tax expense

 

3,215,439

 

1,834,074

 

937,350

 

Income tax expense

 

772,483

 

500,603

 

247,161

 

Net Income attributable to Parent Company

 

Ps.

2,442,956

 

Ps.

1,333,471

 

Ps.

690,189

 

Net Income attributable to non-controlling interest

 

Ps.

5,897

 

22,166

 

16,080

 

Net Income

 

Ps.

2,437,059

 

Ps.

1,311,304

 

Ps.

674,109

 

F-74



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Argentine Banking GAAP also requires certain classifications of assets and liabilities which are different from those required by Article 9. The following balance sheet presents Grupo Supervielle’s balance sheetsubject to a master netting arrangement not offset is as of December 31, 2017 and 2016, as if they had followed Article 9 balance sheet disclosure requirements using Argentine Banking GAAP.

 

 

December 31,

 

 

 

2017

 

2016

 

Assets

 

 

 

 

 

Cash and due from banks

 

Ps.

3,105,770

 

Ps.

2,048,348

 

Interest bearing deposits in other Banks

 

8,023,716

 

6,115,561

 

Trading account assets

 

1.734.409

 

945,991

 

Other short-term investments

 

680,866

 

1,185,637

 

Available for sale securities (*)

 

13,612,362

 

1,414,053

 

Loans

 

58,613,161

 

36,664,087

 

Allowances for loan losses (Note 7)

 

(1,536,728

)

(888,677

)

Loans, net

 

57,076,433

 

35,775,410

 

Other receivables from financial transactions

 

5,880,530

 

2,585,807

 

Miscellaneous receivables

 

1,776,209

 

1,106,292

 

Premises and equipment

 

694,430

 

620,003

 

Intangible Assets — Goodwill

 

22,042

 

31,263

 

Intangible Assets — Other

 

302,459

 

252,334

 

Assets held for sale (**)

 

 

207,656

 

Other assets

 

1,062,052

 

917,687

 

Total assets

 

Ps.

93,971,278

 

Ps.

53,206,042

 

 

 

December 31,

 

 

 

2017

 

2016

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

Noninterest bearing Deposits

 

Ps.

22,984,798

 

Ps.

12,265,395

 

Interest bearing Deposits

 

33,502,231

 

23,632,468

 

Short-term borrowing

 

3,796,719

 

3,344,884

 

Other liabilities

 

60,512

 

134,158

 

Amounts payable for spot and forward purchases pending settlement

 

3,764,064

 

592,386

 

Other liabilities from financial transactions

 

2,685,835

 

2,193,928

 

Long-term debt

 

8,882,608

 

1,697,360

 

Other Liabilities (***)

 

3,058,053

 

2,173,223

 

Liabilities held for sale (**)

 

 

74,687

 

Contingent liabilities

 

80,163

 

62,596

 

Total Liabilities

 

Ps.

78,814,983

 

Ps.

46,171,094

 

 

 

 

 

 

 

Total Parent Company shareholders´ equity

 

15,144,798

 

6.931.551

 

Non-controlling Interest

 

11,497

 

103.397

 

Total liabilities and shareholders’ equity

 

Ps.

93,971,278

 

Ps.

53.206.042

 

F-75



Table of Contentsfollows: 

 

Grupo Supervielle S.A. and Subsidiaries

          Amounts subject to a master netting arrangement not offset    
12/31/2019 Gross amount (a)  Amount offset (b)  Net in Financial Statements (c) = (a) – (b)  Financial asset / (Financial liability)  Collateral  Net amount 
Credit cards transactions  -   -   -   (2,288,756)  607,592   (1,681,164)
Derivatives instruments  310,969   (53,382)  257,587   -   -   - 
Total  310,969   (53,382)  257,587   (2,288,756)  607,592   (1,681,164)

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)


(*) The carrying value and market value of securities classified into “available-for-sale securities” have been mentioned in note 35.1.e. This line includes Ps. 735 corresponding to restricted investments.

(**) These lines includes the assets and liabilities of Cordial Microfinanzas that have been classified as held for sale as it met the criteria stablished by the ASC 360-45-9 and have been measured at its carrying value.

(***) These line include taxes payables, sundry accounts and social debts.

In the following table is a description of total loans by categories:

 

 

December 31,

 

December 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Financial Sector

 

3,236,350

 

6

%

823,772

 

2

%

Services

 

3,578,836

 

6

%

1,656,902

 

5

%

Primary Products

 

6,275,915

 

11

%

3,069,654

 

8

%

Consumer

 

30,420,943

 

51

%

20,343,028

 

55

%

Retail Trade

 

1,540,861

 

3

%

1,324,768

 

3

%

Construction

 

5,200,237

 

9

%

3,482,245

 

10

%

Manufacturing

 

4,318,475

 

7

%

1,736,015

 

5

%

Other

 

4,041,544

 

7

%

4,227,703

 

12

%

Total

 

58,613,161

 

100

%

36,664,087

 

100

%

Transactions with related parties are described in note 18.

c) Fair Value Measurements Disclosures

ASC 820 -10 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair-value measurements. ASC 820 -10, among other things, requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

In addition, ASC 825 -10 provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments and written loan commitments not previously recorded at fair value. Under ASC 825 -10, fair value is used for both the initial and subsequent measurement of the designated assets, liabilities and commitments, with the changes in fair value recognized in net income. As a result of ASC 825 -10 analyses, the Group has not elected to apply fair value accounting for any of its financial instruments not previously carried at fair value.

Fair Value Hierarchy

ASC 820 -10, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 -10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

·                  Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

           Amounts subject to a master netting arrangement not offset    
12/31/2018 Gross amount (a)  Amount offset (b)  Net in Financial Statements (c) = (a) – (b)  Financial asset / (Financial liability)  Collateral  Net amount 
Credit cards transactions  -   -   -   (2,979,844)  816,006   (2,163,838)
Total  -   -   -   (2,979,844)  816,006   (2,163,838)

 

·

33.

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 2 — inputs include the following:

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets;

c) Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means

·

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

MINIMUM CAPITAL REQUIREMENTS

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Determination of Fair Value

The Group identified and categorized different assets and liabilities measured at fair value in accordance with the requirements of FASB ASC 820.

Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, option volatilities and currency rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Group’s creditworthiness, liquidity and unobservable parameters that are applied consistently over time.

The Group believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The following section describes the valuation methodologies used by the Group to measure various financial instruments at fair value, including an indication of the level in the fair-value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

Description of the measurement processes

The Group uses fair value to measure certain assets and liabilities on a recurring basis when fair value is the primary measure for accounting. This is done primarily for government and private securities (debt instruments issued by National Government and Central Bank and other) classified as available for sale or trading account, forward transactions pending settlement and derivatives (forward transactions without delivery of underlying assets and interest rate swaps).

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Notesrequires financial institutions to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

Assets

Government and corporate securities

Investment securities: as quoted market prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities include national and government bonds, instruments issued by BCRA and corporate securities.

Derivatives Financial Instruments

Forward transactions traded in Self-Regulated markets are made through recognized exchange markets, such as MAE and ROFEX. Therefore, they are classified in Level 1 of the fair-value hierarchy.

Itemsmaintain minimum capital amounts measured at fair value on a recurring basis

The following table presents the financial instruments carried at fair value as of December 31, 2017 and 2016, under US GAAP:

Balances as of December 31, 2017

 

Total fair value

 

Quoted market 
prices in active 
markets - Level 
1

 

Internal models 
with significant 
observable 
market 
parameters -
 Level 2

 

Internal models 
with significant 
unobservable 
markets 
parameters - 
Level 3

 

Assets

 

 

 

 

 

 

 

 

 

Government and corporate securities

 

 

 

 

 

 

 

 

 

Holdings of trading securities

 

Ps.

139,385

 

Ps.

139,385

 

Ps.

 

Ps.

 

Unlisted government securities

 

1,802,568

 

1,802,568

 

 

 

Investments in listed corporate securities

 

38,624

 

38,624

 

 

 

Securities issued by the Argentine Central Bank (*)

 

11,673,866

 

11,673,866

 

 

 

Other receivables from financial transaction

 

 

 

 

 

 

 

 

 

Securities receivable under spot and forward purchases pending settlement

 

25,371

 

25,371

 

 

 

Unlisted corporate bonds

 

67.156

 

67,156

 

 

 

 

 

Ps.

13,773,886

 

Ps.

13,773,886

 

Ps.

 

Ps.

 

Liabilities

 

 

 

 

 

 

 

 

 

Securities to be delivered under spot and forward sales pending settlement

 

Ps.

3,788,545

 

Ps.

3,788,545

 

Ps.

 

Ps.

 

 

 

Ps.

3,788,545

 

Ps.

3,788,545

 

Ps.

 

Ps.

 


(*) “Securities issued byeach month’s closing. The minimum capital is defined as the Argentine Central Bank” includes a reverse repo transaction operation for an amountgreater of Ps. 3,738,790 that it(i) the basic minimum capital requirement, which is adjusted in Note 35.II.f. “Repurchase agreements”.

Balances as of December 31, 2016

 

Total fair value

 

Quoted market
prices in active
markets - Level 
1

 

Internal models
with significant
observable 
market
parameters -
Level 2

 

Internal models
with significant
unobservable
markets
parameters -
Level 3

 

Assets

 

 

 

 

 

 

 

 

 

Government and corporate securities

 

 

 

 

 

 

 

 

 

Holdings of trading securities

 

Ps.

158,386

 

Ps.

158,386

 

Ps.

 

Ps.

 

Investments in listed corporate securities

 

1,895

 

1,895

 

 

 

Unlisted government securities

 

811,195

 

811,195

 

 

 

Securities issued by the Argentine Central Bank (*)

 

2,391,386

 

2,391,386

 

 

 

Other receivables from financial transaction

 

 

 

 

 

 

 

 

 

Derivative instruments

 

28,304

 

28,304

 

 

 

Securities receivable under spot and forward purchases pending settlement

 

591,408

 

591,408

 

 

 

Unlisted corporate bonds

 

29,112

 

29,112

 

 

 

 

 

Ps.

3,853,300

 

Ps.

3,853,300

 

Ps.

 

Ps.

 

Liabilities

 

 

 

 

 

 

 

 

 

Securities to be delivered under spot and forward sales pending settlement

 

Ps.

29,979

 

Ps.

29,979

 

Ps.

 

Ps.

 

 

 

Ps.

29,979

 

Ps.

29,979

 

Ps.

 

Ps.

 

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Tableexplained below, or (ii) the sum of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)


(*) “Securities issued by the Argentine Central Bank” includes a reverse repo transaction operation for an amount of Ps. 37,840 that it is adjusted in Note 35.II.f. “Repurchase agreements”.

As of December 31, 2017 and 2016 there are not assets and liabilities recorded at fair value on a non-recurring basis.

As of December 31, 2017 and 2016, the Group has not made transfers in or out of Level 1, Level 2, and Level 3.

d) Disclosure about Fair Value of Financial Instruments.

ASC 825, “Disclosures about Fair Value of Financial Instruments” requires disclosures of estimates of fair value of financial instruments. These estimates were made as of December 31, 2017 and 2016. Because many of the Group’s financial instruments do not have a ready trading market from which to determine fair value, the disclosures are based upon estimates regarding economic and current market conditions and risk characteristics. Such estimates are subjective and involve matters of judgment and, therefore, are not precise and may not be reasonably comparable to estimates of fair value for similar instruments made by other financial institutions.

The estimated fair values do not include the value of assets and liabilities not considered financial instruments.

 

 

December 31,

 

 

 

 

 

 

 

 

 

2017

 

 

 

 

 

 

 

 

 

Book Value

 

Fair Value

 

Level 1

 

Level 2

 

Level 3

 

Non derivative activities

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks (1)

 

Ps.

11,129,475

 

Ps,

11,129,475

 

11,129,475

 

 

 

Government and Corporate securities(*) (2)

 

11,607,246

 

11,609,195

 

11,609,195

 

 

 

Loans and leases (3)

 

57,473,574

 

62,873,349

 

 

 

62,873,349

 

Others (**) (4)

 

6,609,656

 

6,610,194

 

6,610,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Deposits (5)

 

Ps.

56,487,027

 

Ps,

56,357,281

 

 

 

56,357,281

 

Other liabilities from financial transactions (6)

 

10,136,152

 

10,136,152

 

3,820,334

 

 

6,315,818

 

Negotiable obligations (7)

 

8,993,075

 

8,982,279

 

 

 

8,982,279

 

Others (8)

 

3,058,053

 

3,058,053

 

 

 

3,058,053

 


(*)“Government and Corporate securities” includes an adjustment related a reverse repo transaction operation for an amount of for an amount of Ps. 3,738,790 that have been adjusted for US GAAP purposes.

(**)“Assets - Others” includes an adjustment related forward transactions pending settlement for an amount of Ps. 20,610 that have been adjusted for US GAAP purposes.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

December 31,

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

Book Value

 

Fair Value

 

Level 1

 

Level 2

 

Level 3

 

Non derivative activities

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks (1)

 

Ps.

8,166,132

 

Ps.

8,166,132

 

8,166,132

 

 

 

Government and Corporate securities (2) (*)

 

2,360,044

 

2,351,580

 

2,351,580

 

 

 

Loans and leases (3)

 

36,424,364

 

39,141,141

 

 

 

39,141,141

 

Others (**) (4)

 

3,772,576

 

3,788,752

 

3,769,791

 

 

18,961

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Deposits (5)

 

Ps.

35,897,864

 

Ps.

35,846,634

 

 

 

35,846,634

 

Other liabilities from financial transactions (6)

 

4,547,898

 

4,547,898

 

627,331

 

 

3,920,567

 

Negotiable obligations (7)

 

3,345,694

 

3,378,350

 

 

 

3,378,350

 

Others (8)

 

2,182,228

 

2,182,228

 

 

 

2,182,228

 


(*)“Government and Corporate securities” includes an adjustment related to forward transactions pending settlement for an amount of Ps. 48,322 that have been adjusted for US GAAP purposes.

(**)“Assets - Others” include forward transactions pending settlement for an amount of Ps. 8,250 that have been adjusted for US GAAP purposes.

The following is a description of the estimating techniques applied:

(1) Cash and due from banks: By definition, cash and due from banks are short-term and do not possess credit risk. The carrying values as of December 31, 2017 and 2016 are a reasonable estimate of fair value.

(2) Government and Corporate securities: When available, the Group uses quoted market prices to determine the fair value. If market prices are not available, quoted prices for similar assets in active markets have been used to calculate the fair value.

(3) Loans: The fair values of loans are estimated for groups with similar characteristics, including type of loan, credit quality incorporating the credit risk, factor. For floating- or adjustable-rate loans, which mature or are repriced within a short period of time,operational risk and market risk. Financial institutions (including their domestic Argentine and international branches) must comply with the carrying values are considered to be a reasonable estimate of fair values. For fixed-rate loans, market prices are not generally available and the fair values are estimated discounting the estimated future cash flows based on the contracted maturity of the loans. The discount rates are based on the current market rates corresponding to the applicable maturity. For non-performing loans, the fair values are generally determinedminimum capital requirements both on an individual basis by discounting the estimated future cash flows and may be based on the appraisal value of underlying collateral as appropriate. The fair value of “loans” is classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year.

(4) Others: Includes other receivables from financial transactions and equity investments in other companies. This caption also includes financial trusts certificates of participation the fair value of which is estimated using valuation techniques to convert the future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The estimate of the cash flows is based on the future cash flows from the securitized assets, considering prepayments, historical loan performance, etc. Equity investments in companies where significant influence is exercised are not within the scope of ASC 825, Financial Instruments. Equity investments in other companies are carried at market value less costs to sell.

(5) Deposits: The fair value of deposit liabilities on demand and savings account deposits is similar to its book value. The fair value of time deposits was calculated by discounting contractual cash flows using current market rates for instruments with similar maturities.

(6) Other liabilities from financial transactions: Includes credit lines borrowed under different credit arrangements. As of December 31, 2017 and 2016, when no quoted market prices were available, the

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.

(7) Negotiable obligations: As of December 31, 2017 and 2016, the fair value of the negotiable obligations was determined based on quoted market prices and when no quoted market prices were available, the estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.

(8) Others: Includes other liabilities from financial transactions. Their fair value was estimated at the expected future cash flows discounted at the estimated market rates at year-end.

e) Segment Reporting

The Group has disclosed its segment information in accordance with the “Disclosures about Segments of an Enterprise and Related Information” ASC 280-10. Operating segments are defined as components of an enterprise about which separate financial information is available and which is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance. Reportable segments consist of one or more operating segments with similar economic characteristics, distribution systems and regulatory environments. The information provided for Segment Reporting is based on internal reports used by management.

The Group measures the performance of each of its business segments primarily in terms of net income (i.e., net revenues—or financial income and service fee income, net of financial expenses and service fee expenses—after deducting loan loss provisions and administrative costs directly attributable to the segment). Net income excludes the financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements (although substantially all the proceeds of such arrangements have been contributed as capital to the subsidiaries through which the segments are operated), as well as transactions between segments, which are reflected under “Adjustments.”

Income from financial transactions and other segment information are based on Argentine Banking GAAP and are consistent with the presentation of the Group’s consolidated financial statements.

The Group operates its business along the following segments:

·Retail Banking:  Through the Bank, we offer our retail customers a full range of financial products and services, including personal loans, deposit accounts, purchase and sale of foreign exchange and precious metals and credit cards, among others.

·Corporate Banking:  Through the Bank, we offer large corporations, medium-sized companies and small businesses a full range of products, services and financial assessment including factoring, leasing, foreign trade finance and cash management.

·Treasury:  The Treasury segment is primarily responsible for the allocation of the Bank’s liquidity according to the needs and opportunities of the Retail Banking segment, the Corporate Banking segment and its own needs and opportunities.  The Treasury segment implements the Bank’s financial risk management policies, manages the Bank’s trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients.

·Consumer Finance: Through CCF and Tarjeta, we offer credit card services and loans to the middle and lower-middle-income sectors.  We also offer consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina.

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

·Insurance:  Through Supervielle Seguros, we offer insurance products, with a focus on life insurance, to targeted customer segments.

·Asset Management & Other Services: We also offer a variety of other services to our customers, including asset management, microcredit financing (through Cordial Microfinanzas), mutual fund products (through SAM) and non-financial products and services (through Espacio Cordial).

Below is a table with the information for each segment identified by the Group as of and for the years ended December 31, 2017, 2016 and 2015.

 

 

As of December 31, 2017

 

 

 

(in thousands of pesos)

 

 

 

Retail 
Banking

 

Corporate 
Banking

 

Treasury

 

Consumer 
Finance

 

Insurance

 

Asset 
Mgmt & 
Other 
Services

 

Adjustments

 

Consolidated 
Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

2,799,066

 

260,107

 

8,000,292

 

74,143

 

3,012

 

340

 

(7,485

)

11,129,475

 

Government and corporate securities

 

 

 

15,255,201

 

 

87,832

 

3,003

 

 

15,346,036

 

Loans

 

20,868,845

 

27,605,696

 

2,302,233

 

6,093,736

 

 

 

(1,916,137

)

54,954,373

 

Other receivables from financial transactions

 

(4,251

)

506,331

 

4,570,399

 

794,727

 

330,864

 

315,115

 

48,211

 

6,561,396

 

Receivables from financial leasing

 

439,189

 

2,080,012

 

 

 

 

 

 

2,519,201

 

Other assets

 

379,155

 

10,893

 

244,148

 

522,328

 

111,323

 

285,235

 

1,907,715

 

3,460,797

 

Total Assets

 

24,482,004

 

30,463,039

 

30,372,273

 

7,484,934

 

533,031

 

603,693

 

32,304

 

93,971,278

 

 

 

As of December 31, 2017

 

 

 

(in thousands of Pesos)

 

 

 

Retail 
Banking

 

Corporate 
Banking

 

Treasury

 

Consumer 
Finance

 

Insurance

 

Asset Mgmt & 
Other 
Services

 

Adjustments

 

Consolidated 
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

6,186,492

 

3,719,565

 

2,261,049

 

3,032,272

 

96,017

 

49,354

 

149,922

 

15,494,671

 

Financial expenses

 

(1,816,992

)

(449,607

)

(3,017,638

)

(1,370,932

)

(1,789

)

(1,071

)

463,741

 

(6,194,288

)

Distribution of Income (Expenses) for Treasury Funds(1)

 

1,172,277

 

(2,313,053

)

1,140,776

 

 

 

 

 

 

Gross financial margin

 

5,541,777

 

956,905

 

384,187

 

1,661,340

 

94,228

 

48,283

 

613,663

 

9,300,383

 

Services Fee Income

 

2,835,892

 

806,289

 

64,768

 

1,284,466

 

 

561,712

 

(579,855

)

4,973,272

 

Services Fee Expenses

 

(1,177,104

)

(102,617

)

(22,818

)

(625,461

)

 

(8,411

)

440,563

 

(1,495,848

)

Net Service Fee Income

 

1,658,788

 

703,672

 

41,950

 

659,005

 

 

553,301

 

(139,292

)

3,477,424

 

Income from Insurance Activities

 

 

 

 

 

375,443

 

 

103,618

 

479,061

 

Net Revenue

 

7,200,565

 

1,660,577

 

426,137

 

2,320,345

 

469,671

 

601,584

 

577,989

 

13,256,868

 

Loan Loss Provisions

 

(737,284

)

(153,312

)

(3,642

)

(924,499

)

 

 

(1,432

)

(1,820,169

)

Direct costs

 

(3,934,851

)

(359,172

)

(116,792

)

(1,149,235

)

(154,366

)

(264,494

)

(28,260

)

(6,007,170

)

Indirect costs

 

(1,599,491

)

(546,087

)

(237,874

)

 

 

 

 

(2,383,452

)

Income from financial transactions

 

928,939

 

602,006

 

67,829

 

246,611

 

315,305

 

337,090

 

548,297

 

3,046,077

 

Miscellaneous Income / (Expenses)

 

98,907

 

28,591

 

1,451

 

16,939

 

1,184

 

3,220

 

19,070

 

169,362

 

Non-controlling interests result

 

 

 

 

 

 

 

(5,897

)

(5,897

)

Income Before Income Tax

 

1,027,846

 

630,597

 

69,280

 

263,550

 

316,489

 

340,310

 

561,470

 

3,209,542

 

Income tax

 

(346,827

)

(92,381

)

(21,534

)

(84,110

)

(110,875

)

(116,756

)

 

(772,483

)

Net income

 

681,019

 

538,216

 

47,746

 

179,440

 

205,614

 

223,554

 

561,470

 

2,437,059

 

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Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

As of December 31, 2016

 

 

 

(in thousands of pesos)

 

 

 

Retail 
Banking

 

Corporate 
Banking

 

Treasury

 

Consumer 
Finance

 

Insurance

 

Asset 
Mgmt & 
Other 
Services

 

Adjustments

 

Consolidated
Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

1,718,821

 

161,375

 

6,208,483

 

78,394

 

3,807

 

6,800

 

(11,548

)

8,166,132

 

Government and corporate securities

 

 

 

2,247,370

 

8,594

 

104,080

 

 

 

2,360,044

 

Loans

 

13,869,169

 

16,958,277

 

1,352,717

 

4,403,552

 

 

193,915

 

(1,521,121

)

34,896,509

 

Other receivables from financial transactions

 

174,633

 

317,461

 

1,639,240

 

439,471

 

284,796

 

179,115

 

738,020

 

3,772,736

 

Receivables from financial leasing

 

266,305

 

1,261,942

 

7

 

 

 

 

(399

)

1,527,855

 

Other assets

 

252,895

 

50,482

 

169,732

 

564,484

 

68,992

 

121,706

 

1,254,475

 

2,482,766

 

Total Assets

 

16,281,823

 

18,749,537

 

11,617,549

 

5,134,495

 

461,675

 

501,536

 

459,427

 

53,206,042

 

 

 

As of December 31, 2016

 

 

 

(in thousands of pesos)

 

 

 

Retail 
Banking

 

Corporate 
Banking

 

Treasury

 

Consumer 
Finance

 

Insurance

 

Asset 
Mgmt & 
Other 
Services

 

Adjustments

 

Consolidated 
Total

 

Financial income

 

4.482.498

 

2.920.526

 

1.589.736

 

1.769.292

 

52.916

 

119.960

 

(140.349

)

10.794.579

 

Financial expenses

 

(1.916.534

)

(374.446

)

(1.703.934

)

(1.028.048

)

(1.066

)

(50.284

)

207.787

 

(4.866.525

)

Distribution of Income (Expenses) for Treasury Funds

 

1.307.621

 

(1.918.789

)

611.169

 

 

 

 

 

 

Gross intermediation margin

 

3.873.585

 

627.291

 

496.971

 

741.244

 

51.850

 

69.676

 

67.438

 

5.928.054

 

Provision for loan losses

 

(550.715

)

(153.078

)

(9.265

)

(338.869

)

 

(5.709

)

 

(1.057.637

)

Services Fee Income

 

2.306.782

 

559.866

 

46.545

 

931.082

 

 

261.703

 

-578.462

 

3.527.516

 

Services Fee Expenses

 

(996.626

)

(63.472

)

(9.113

)

(433.721

)

 

(1.150

)

423.422

 

(1.080.660

)

Net Service Fee Income

 

1.310.156

 

496.394

 

37.432

 

497.361

 

 

260.553

 

-155.040

 

2.446.856

 

Income from Insurance Activities

 

 

 

 

 

476.349

 

 

129.794

 

606.143

 

Direct costs

 

(2.790.068

)

(213.622

)

(94.259

)

(839.258

)

(139.227

)

(228.613

)

8.840

 

(4.296.207

)

Indirect costs

 

(1.188.127

)

(399.202

)

(176.745

)

 

 

 

 

(1.764.074

)

Income from financial transactions

 

654.831

 

357.783

 

254.134

 

60.478

 

388.972

 

95.907

 

51.032

 

1.863.135

 

Miscellaneous Income / (Expenses)

 

(130.372

)

24.500

 

(2.973

)

8.177

 

 

93.990

 

(22.384

)

(29.062

)

Non-controlling interests result

 

 

 

 

 

 

 

(22.166

)

(22.166

)

Income Before Income Tax

 

524.459

 

382.283

 

251.161

 

68.655

 

388.972

 

189.897

 

6.482

 

1.811.907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

-161.897

 

-45.109

 

-88.258

 

-973

 

-136.570

 

-65.123

 

-2.673

 

-500.603

 

Net income

 

362.562

 

337.174

 

162.903

 

67.682

 

252.402

 

124.774

 

3.809

 

1.311.304

 

F-83



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

As of December 31, 2015

 

 

 

(in thousands of pesos)

 

 

 

Retail 
Banking

 

Corporate 
Banking

 

Treasury

 

Consumer 
Finance

 

Insurance

 

Asset 
Mgmt & 
Other 
Services

 

Adjustments

 

Consolidated 
Total

 

Financial income

 

2,917,135

 

1,906,335

 

693,726

 

1,050,944

 

22,840

 

71,084

 

79,680

 

6,741,744

 

Financial expenses

 

(1,514,611

)

(350,635

)

(921,029

)

(529,309

)

(320

)

(30,609

)

(39,537

)

(3,386,050

)

Distribution of Income (Expenses) for Treasury Funds

 

664,487

 

(1,119,721

)

455,234

 

 

 

 

 

 

Gross intermediation margin

 

2,067,011

 

435,979

 

227,931

 

521,635

 

22,520

 

40,475

 

40,143

 

3,355,694

 

Provision for loan losses

 

(299,135

)

(72,108

)

 

(166,326

)

 

(6,275

)

 

(543,844

)

Services Fee Income

 

1,953,001

 

391,853

 

23,891

 

573,838

 

 

126,596

 

(233,471

)

2,835,708

 

Services Fee Expenses

 

(581,199

)

(41,309

)

(6,126

)

(272,132

)

 

(1,047

)

123,321

 

(778,492

)

Net Service Fee Income

 

1,371,802

 

350,544

 

17,765

 

301,706

 

 

125,549

 

(110,150

)

2,057,216

 

Income from Insurance Activities

 

 

 

 

 

130,607

 

 

45,340

 

175,947

 

Direct costs

 

(2,076,291

)

(158,438

)

(57,676

)

(638,493

)

(68,183

)

(141,958

)

84,853

 

(3,056,186

)

Indirect costs

 

(812,083

)

(272,994

)

(120,139

)

 

 

 

 

(1,205,216

)

Income from financial transactions

 

251,304

 

282,983

 

67,881

 

18,522

 

84,944

 

17,791

 

60,186

 

783,611

 

Miscellaneous Income / (Expenses)

 

12,610

 

73,601

 

5,117

 

47,893

 

91

 

75,023

 

(60,597

)

153,738

 

Non-controlling interests result

 

 

 

 

 

 

 

(16,079

)

(16,079

)

Income Before Income Tax

 

263,914

 

356,584

 

72,998

 

66,415

 

85,035

 

92,814

 

(16,490

)

921,270

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

(42,137

)

(68,139

)

(21,711

)

(6,734

)

(30,953

)

(33,285

)

(44,202

)

(247,161

)

Net income

 

221,777

 

288,445

 

51,287

 

59,681

 

54,082

 

59,529

 

(60,692

)

674,109

 

f) Repurchase agreements

The Group entered into Repo and Reverse Repo agreements of financial instruments as disclose in Note 8.

In accordance with BCRA Rules, the Group derecognizes the securities transferred under the repurchase agreement and records an asset related to the future repurchase of these securities. Contemporaneously, the Group records a liability related to the cash received in the transaction. As mentioned in Note 3.8, the asset related to securities to be repurchased is measured as the same criteria as the transferred securities.

Similar treatment applies to reverse repo agreements.

Under US GAAP, ASC 860 “Transfers and Servicing”, these transactions have not qualified as sales and therefore these transactions are recorded as secured financings.

Had US GAAP been applied, the Group’s assets and liabilities would have decreased by approximately Ps. 3,352,217 and 594,764 as of December 31, 2017 and December 31, 2016, respectively.

In addition, the measurement adjustments of those securities are included in Note 35.I.e.

g) Acceptances

Under Argentine Banking GAAP, acceptances are accounted for in memorandum accounts, Under US GAAP, third party liability for acceptances should be included in “Other Receivables Resulting from Financial Transactions” representing Group customers’ liabilities on outstanding drafts or bills of exchange that have been accepted by the Group. Acceptances should be included in “Other Liabilities from Financial Transactions” representing the Group’s liability to remit payment upon the presentation of the accepted drafts or bills of exchange.

The Group’s assets and liabilities would be increased by approximately Ps. 48,554 and Ps. 55,711 had US GAAP been applied as of December 31, 2017 and 2016, respectively.

F-84



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(Expressed in thousands of Argentine pesos — unless otherwise stated)

h) Items in process of collection

The Group does not give accounting recognition to checks drawn on the Group or other banks, or other items to be collected until such time as the related item clears or is accepted. Such items are recorded by the Group in memorandum accounts, US GAAP, however, account for such items through balance sheet clearing accounts at the time the items are presented to the Group.

Grupo Supervielle’s assets and liabilities would be increased by approximately Ps. 1,045,459 and Ps. 1,985,525 applying US GAAP at December 31, 2017 and 2016, respectively.

i) Earnings per share

Argentine Banking GAAP rules do not require the disclosure of earnings per share or dividends per share.

Under US GAAP, ASC 260 “Earning Per Share”, it is required to present basic per-share amounts (basic EPS) which is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period.

Diluted earnings per share (diluted EPS) measure the performance if the potential common shares that were dilutive had been issued. Potential common shares are securities that do not have a current right to participate fully in earnings but could do so in the future. No potential common shares exist, and therefore basic and diluted EPS are the same.basis.

 

The following table sets forth information regarding excess capital and selected capital and liquidity ratios of the computation of basic EPS:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Earnings per share under US GAAP

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

Net income for the year attributable to the Group net of preferred dividends

 

Ps.

1,644,591,926

 

Ps.

997,683,608

 

Ps.

613,669,000

 

Denominator

 

 

 

 

 

 

 

Average number of shares outstanding

 

392,831,769

 

319,827,519

 

151,839,052

 

Net income per common share

 

 

 

 

 

 

 

Basic and diluted

 

Ps.

4.1865

 

Ps.

3.1194

 

Ps.

4.0416

 

F-85



Table of ContentsBank, consolidated with CCF:

 

Grupo Supervielle S.A.As stated above under “Presentation of Financial and SubsidiariesOther Information”, we have prepared our audited consolidated financial statements for 2019, 2018 and 2017 under IFRS. Minimum capital requirement has been prepared in accordance with the rules of the Argentine Central Bank, which is not comparable to data prepared under IFRS.

  Year ended December 31,(2) 
  2019  2018  2017 
Calculation of excess capital: (in thousands of Pesos except percentages and ratios) 
Allocated to assets at risk  7,164,842   6,090,341   4,710,391 
Allocated to Bank premises and equipment, intangible assets and equity investment assets  826,133   370,233   191,549 
Market risk  251,739   301,724   121,155 
Interest rate risk         
Public sector and securities in investment account  11,472   96,882   131,109 
             
Operational risk  2,349,952   1,486,516   1,016,501 
Required minimum capital under Central Bank rules  10,604,138   8,345,696   6,170,705 
Basic net worth  16,991,091   11,847,865   9,903,099 
Complementary net worth  1,033,734   1,163,939   913,256 
Deductions  (2,999,716)  (867,798)  (386,192)
Total capital under Central Bank rules  15,025,109   12,144,006   10,430,163 
Excess capital  4,420,971   3,798,310   4,259,458 
Selected capital and liquidity ratios:            
Regulatory capital/risk weighted assets(1)  11.6%  11.90%  13.9%
Average shareholders’ equity as a percentage of average total assets  10.4%  9.9%  10.5%
Total liabilities as a multiple of total shareholders’ equity  7.1x  9.4x  8.2x
Cash as a percentage of total deposits  28.2%  35.1%  18.2%
Tier 1 Capital / Risk weighted assets  10.8%  10.8%  12.6%

(1)   Risk Weighted Assets includes operational risk weighted assets, market risk weighted assets, and credit risk weighted assets. Operational risk weighted assets and market risk weighted assets are calculated by multiplying their respective required minimum capital under Central Bank rules by 12.5. Credit Risk Weighted Assets is calculated by applying the respective credit risk weights to our assets, following Central Bank rules.

(2)   Nominal values without inflation adjustment.

 

F-79

GRUPO SUPERVIELLE S.A.

Notes to the Consolidated Financial Statements

For the years endedAs of December 31, 2015, 2014 and 20132018 presented in comparative format

(Expressed in thousands of Argentine pesos — unless otherwise stated)pesos)

34.SUBSEQUENT EVENTS

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 100 countries, including Argentina. On March 11, 2020 the World Health Organization declared COVID-19 a pandemic. It is likely that the pandemic will cause an economic slowdown of potentially extended duration, and it is possible that it could cause a global recession.

 

j)Cash FlowSince February 2020, the Argentine government has adopted several measures in response to the COVID-19 outbreak in the country aimed at preventing mass contagion, including closure of Argentine borders, suspension of domestic flights, and, since March 19, 2020 the imposition of a nation-wide mandatory lockdown, whereby only exceptional and essential activities are allowed. Banking activities were considered essential since April 11, 2020 with attention in branches allowed only with pre-scheduled turns. From March 20 until April 10, 2020, branches were closed, opening only for pension payments in certain dates. During this period, banking activities were performed only through digital means.

 

The statementDuring this time, all transactions have been processed almost exclusively through digital channels. We also asked our staff areas and back office employees to work from home, providing the required hardware infrastructure and remote access, while commercial branches operate with additional safety measures to protect the health of cash flows under Argentine Banking GAAP differs from the statement of cash flows under US GAAP. According to ASC 230, the statement of cash flows for a period shall report net cash provided or used by operating, investingcustomers and financing activities.

The statement of cash flows under US GAAP is shown below:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Cash and cash equivalents at the beginning of the year

 

Ps.

 9,688,595

 

Ps.

 7,873,684

 

Ps.

 4,236,987

 

Cash and cash equivalents at the end of the period

 

21,758,918

 

9,688,595

 

7,873,684

 

Net increase in cash and cash equivalents

 

Ps.

 12,070,323

 

Ps.

 1,814,911

 

Ps.

 3,636,697

 

 

 

 

 

 

 

 

 

Causes of changes in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow from operating activities

 

 

 

 

 

 

 

Net (payments)/collections related to:

 

 

 

 

 

 

 

Interest received on loans, leases and government securities

 

12,103,112

 

10,529,487

 

6,904,085

 

Interest paid

 

(6,201,233

)

(5,932,146

)

(3,025,342

)

Purchases of Trading Securities

 

(110,449,801

)

(9,766,328

)

(3,852,865

)

Proceeds from sales of Trading Securities

 

111,249,348

 

8,965,170

 

3,844,751

 

Decrease in Other receivables from financial transactions

 

(1,125,516

)

72,868

 

(3,090

)

Fees and commissions received

 

5,789,970

 

4,436,397

 

3,040,982

 

Fees and commissions paid

 

(9,409,023

)

(6,691,853

)

(4,700,400

)

Payments of income tax / minimun presumed income tax

 

(474,899

)

(345,561

)

(389,564

)

Net collections / (payments) related to other operating activities

 

(1,151,138

)

(365,876

)

(133,641

)

Net cash provided by operating activities

 

Ps.

 330,820

 

902,158

 

1,684,916

 

 

 

 

 

 

 

 

 

Cash Flow from investing activities

 

 

 

 

 

 

 

(Payments)/collections related to:

 

 

 

 

 

 

 

Payments to acquire bank premises and equipment

 

(196,408

)

(507,251

)

(105,043

)

Receipts from sales of bank premises and equipment

 

20,567

 

12,998

 

140,785

 

Increase in intangible assets

 

(156,309

)

(97,184

)

(100,886

)

Increase in loans and leases, net

 

(20,940,436

)

(13,768,330

)

(6,610,515

)

Purchases of available for sale securities

 

(48,298,116

)

(77,576,169

)

(4,651,357

)

Proceeds from sales of available for sale securities

 

47,866,004

 

76,563,334

 

5,478,396

 

Payments to acquire miscellaneous assets

 

(684,145

)

(489,105

)

(399,493

)

Receipts from sales of miscellaneous assets

 

542,153

 

530,193

 

179,206

 

Increase in deposits at the Argentine Central Bank

 

(319,910

)

(140,739

)

(190,070

)

Receipts / (Payments) for sale of equity securities

 

33,112

 

(21

)

 

Net cash used in investing activities

 

Ps.

 (22,133,488

)

(15,472,273

)

(6,258,977

)

 

 

 

 

 

 

 

 

Cash Flow from financing activities

 

 

 

 

 

 

 

(Payments)/collections related to:

 

 

 

 

 

 

 

Proceeds from issuance of unsubordinated negotiable obligations

 

7,570,920

 

1,493,743

 

2,038,879

 

Repayment of unsubordinated negotiable obligations

 

(1,180,664

)

(769,060

)

(884,824

)

Increase in deposits, net

 

16,154,504

 

12,493,587

 

6,764,640

 

(Decrease) / Increase in other short term liabilities, net

 

4,630,403

 

1,735,578

 

(431,672

)

Repayment of subordinated negotiable obligations

 

(876,835

)

 

 

Financing received from Argentine financial institutions

 

(228,665

)

(1,686,277

)

 

Proceeds from issuance of stocks

 

5,841,688

 

3,301,137

 

 

Payment of dividends

 

(65,500

)

(25,503

)

(7,385

)

Payments for debt issue cost

 

 

 

(4,391

)

F-86



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos — unless otherwise stated)

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Proceeds from debt securities related with consolidated financial trust

 

2,513,424

 

1,307,005

 

2,090,646

 

 

Repayment of debt securities related with consolidated financial trust

 

(1,663,099

)

(1,992,606

)

(1,836,124

)

 

Net cash provided by financing activities

 

Ps.

 32,696,176

 

15,857,604

 

7,729,769

 

 

 

 

 

 

 

 

 

 

 

Financial income on cash and cash equivalents (including interest and monetary results)

 

1,176,815

 

527,422

 

480,989

 

 

Net increase / (decrease) in cash and cash equivalents

 

Ps.

 12,070,323

 

Ps.

 1,814,911

 

Ps.

 3,636,697

 

 

Cash and cash equivalents reconciliation:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

Cash and cash equivalents under Argentine Banking GAAP

 

Ps.

 25,421,865

 

Ps

9,688,554

 

Ps

 7,616,502

 

Securities under repurchase agreements

 

(3,738,790

)

 

 

Cash and cash equivalent from consolidated financial trusts

 

75,843

 

41

 

257,182

 

Cash and cash equivalents under US-GAAP

 

21,758,918

 

9,688,595

 

7,873,684

 

Set forth below is the reconciliation of net income to net cash flows from operating activities, as required by FASB ASC 230:

 

 

December 31,

 

 

 

2017

 

2016

 

2015

 

 

 

 

 

 

 

 

 

Net income for the fiscal year

 

Ps.

 1,697,481

 

Ps.

 1,025,868

 

Ps.

 676,076

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

 

 

US GAAP Reconciliation Adjustments

 

792,467

 

313,620

 

55,755

 

Income Tax for the fiscal year

 

871,845

 

576,649

 

340,306

 

Amortizations and depreciations

 

267,875

 

210,521

 

166,384

 

Results from equity investments

 

 

4,996

 

(3

)

Provision for loan losses, net of reversals

 

1,809,323

 

1,042,814

 

545,101

 

Non-controlling interests

 

(52,889

)

(28,184

)

(57,722

)

Gain for sale of premises and equipment

 

(3,147

)

(5,568

)

(93,830

)

Increase in interest payable from negotiable obligations and debt securities of financial trust

 

204,621

 

50,187

 

42,936

 

(Decrease) / Increase in government and private securities

 

(2,673,232

)

(695,590

)

22,392

 

Increase in interest receivable from Loans

 

(623,897

)

(358,836

)

(149,055

)

(Increase) / Decrease in other receivable from financial intermediation

 

(414,466

)

(543,391

)

123,649

 

Increase from miscellaneous assets

 

(665,083

)

(506,650

)

(222,802

)

Increase in balances from forward transactions without delivery of underlying asset

 

1,388

 

5,929

 

12,662

 

Decrease / (Increase) in interest payable from Deposits

 

271,222

 

(49,643

)

78,013

 

Increase of miscellaneous liabilities

 

635,659

 

414,907

 

483,692

 

Decrease in Taxes Payables

 

(671,220

)

(234,554

)

(289,587

)

Financial income on cash and cash equivalents

 

(1,117,127

)

(238,124

)

(49,051

)

Net cash provided by operating activities

 

Ps:

 330,820

 

Ps.

 902,158

 

Ps.

 1,684,916

 

F-87



Table of Contents

Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos — unless otherwise stated)

k) New authoritative pronouncements

The last Accounting Standards Updates issued by the FASB applicable for the Group are mentioned below:

ASU No. 2014-09employees.

 

In May 2014,order to mitigate the FASBeconomic impact of the lockdown, the Central Bank issued a series of preventive measures, including the Accounting Standard Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)”. The guidancefollowing:

·Communication “A” 6937 reduced the positions restrictions on the maximum position in liquidity notes from the Central Bank (LELIQ), in order to make available liquidity and encourage the provision of credit lines to SMEs to be granted at a preferential rate (not more than 24% per year).

·Communications “A” 6939 and “A” 6942, by means of which it was determined that: (i) financial institutions shall not be open to the public from March 20 through April 12, 2020, and (ii) the maturity of financings granted by local financial institutions that were to occur during that period were postponed. In this sense, Communication “A” 6949 also waived any punitory interest on unpayed balances in credits granted by financial entities.
·Communication “A” 6939 also suspended, until June 30, 2020, the distribution of dividends by financial entities.
·Communication “A” 6945 determined that until June 30, 2020, any operation effected through ATMs shall not be subject to any charges or fees.

·Communication “A” 6964 determined that the unpaid balances of credit cards financings that take place between April 13, 2020 and April 30, 2020, shall be automatically refinanced for at least one year with 3 grace months in 9 equal and consecutive monthly installments. Moreover, by means of Communication “A” 6993, dated April 24, 2020, the Central Bank established a zero interest-rate financings policy, applicable only to the eligible clients to be determined in the future by the AFIP.

·Communication “A” 6980 ruled that all non-adjustable time deposits under Ps. 1 million integrated by individuals as of April 20, 2020, shall have a minimum rate equivalent to the 70% of the average LELIQ’s tendering.

Some of these measures may adversely affect our revenues, while the consequences of the lockdown in this update affects any entity that either enters into contracts withthe economic activity may impair the ability of some of our customers to transfer goods or services or enters into contractsrepay their loans, thus increasing loan loss provisions. Nonetheless, the extent to which our business will be impacted will depend on future developments, which are highly uncertain and cannot be predicted. As we continue to monitor the spread of COVID-19 and related risks, we believe we will be able to serve our financial obligations for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts).next fiscal year.

 

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

ASU No. 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.

All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019.

The impact of this Update will not have any significant effect in the US GAAP disclosures and financial information.

ASU No. 2016-01

On January 2015, the FASB issued the Accounting Standard Update No. 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities (Financial Instruments—Overall Subtopic 825-10)”.

The amendments in this Update make targeted improvements to generally accepted accounting principles (GAAP) as follows:

1. Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

2. Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value.

3. Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities.

4. Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.

5. Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos — unless otherwise stated)

6. Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

7. Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.

8. Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets.

For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.

The impact of this Update did not have any significant effect in the present US GAAP financial statements.

ASU 2016-02

On February 2016, the FASB issued the Accounting Standard Update No. 2016-02 “Leases”. The amendments affects any entity that enters into a leas, with some specified scope exemptions. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP.

A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. Reasonably certain is a high threshold that is consistent with and intended to be applied in the same way as the reasonably assured threshold in the previous leases guidance. In addition, also consistent with the previous leases guidance, a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments.

The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

The Company is still evaluating the impact of this Update in the US GAAP financial statements.

ASU 2016-13

On June 2016, the FASB issued the Accounting Standard Update No. 2016-13 “Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments”. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this Update affect an entity to varying degrees depending on the credit quality of the assets held by the entity, their duration, and how the entity applies current GAAP. There is diversity in practice in applying the incurred loss methodology, which means that before transition some entities may be more aligned, under current GAAP, than others to the new measure of expected credit losses.

The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos — unless otherwise stated)

valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period.

The allowance for credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (PCD assets) that are measured at amortized cost basis is determined in a similar manner to other financial assets measured at amortized cost basis; however, the initial allowance for credit losses is added to the purchase price rather than being reported as a credit loss expense. Only subsequent changes in the allowance for credit losses are recorded as a credit loss expense for these assets. Interest income for PCD assets should be recognized based on the effective interest rate, excluding the discount embedded in the purchase price that is attributable to the acquirer’s assessment of credit losses at acquisition

The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. All entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

The Company is still evaluating the impact of this Update in the US GAAP financial statements.

ASU 2016-15

On August 2016, the FASB issued the Accounting Standard Update No. 2016-15 “Statement of Cash Flow — Classification of Certain Cash Receipt and Cash Prepayment”. The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this Update provide guidance on the following eight specific cash flow issues: i) Debt prepayment or debt extinguishment co sts, ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, iii) Contingent Consideration Payments Made after a Business Combination, iv) Proceeds from the Settlement of Insurance Claims, v) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies, vi) Distributions Received from Equity Method Investees, vii) Beneficial Interests in Securitization Transactions and viii) Separately Identifiable Cash Flows and Application of the Predominance Principle .

The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017.

The Company is still evaluating the impact of this Update in the US GAAP financial statements.

ASU 2016-18

On Novemeber 2016, the FASB issued the Accounting Standard Update No. 2016-18 “Statement of Cash Flow — Restricted Cash”. The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents.

The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017.

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos — unless otherwise stated)

The Company is still evaluating the impact of this Update in the US GAAP financial statements.

ASU 2017-01

On January 2017, the FASB issued the Accounting Standard Update No. 2017-01 “Business Combinations — Clarifying the definition of a Business”. The amendments in this Update affect all reporting entities that must determine whether they have acquired or sold a business. The amendments in this Update provide a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this Update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the Board has developed more stringent criteria for sets without outputs.

The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017.

The impact of this Update will not have any significant effect in the present US GAAP financial statements.

ASU 2017-04

In January 2017, the FASB issued the Accounting Standards Update No. 2017-04 “Simplifying the Test for Goodwill Impairment”. The amendments in this Update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments in this Update are required for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill.

An entity should apply the amendments in this Update on a prospective basis. A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

The Company considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2017-05

In February 2017, the FASB issued the Accounting Standards Update No. 2017-05 “Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”. The amendments in this Update clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset and add guidance for partial sales of nonfinancial assets. An entity may elect to apply the amendments in this Update either: a) retrospectively to each period presented in the financial statements in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos — unless otherwise stated)

10 (retrospective approach); or b) retrospectively with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption (modified retrospective approach).

The amendments in this Update are effective at the same time as the amendments in Update 2014-09. Therefore, for public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.

The Company considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

ASU 2017-11

On July 2017, the FASB issued the Accounting Standard Update No. 2017-11 “Earnings per share, Distinguishing liabilities from equity, derivatives and hedging”. The amendments in this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260).

The amendments in this Update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

The Company is still evaluating the impact of this Update in the US GAAP financial statements.

ASU 2017-12

In August 2017, the FASB issued an ASU that will improve and simplify accounting rules around hedge accounting. The new standard refines and expands hedge accounting for both financial (e.g., interest rate) and commodity risks. More hedging strategies will be eligible for hedge accounting. These include hedges of the benchmark rate component of the contractual coupon cash flows of fixed-rate assets or liabilities, hedges of the portion of a closed portfolio of prepayable assets not expected to prepay, and partial-term hedges of fixed-rate assets or liabilities (e.g., the first and second years of a five-year bond).

Public business entities, public not-for-profit entities, and financial institutions will have until the end of the first quarter in which a hedge is designated to perform an initial assessment of a hedge’s effectiveness. All other companies will have until their financial statements are available to be issued. After initial qualification, the new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test, such as a regression analysis, if the company can reasonably support an expectation of high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required. For cash flow hedges, if the hedge is highly effective, all changes in the fair value of the derivative hedging instrument will be recorded in other comprehensive income. They will be reclassified to earnings when the hedged item impacts earnings. On the other hand, for fair value hedges, because the change in fair value of the hedged item and the derivative hedging instrument will still be recorded in current earnings, if the hedge is not perfectly effective, there will be an Income Statement impact.

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Notes to the Consolidated Financial Statements

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos — unless otherwise stated)

The ASU is effective for public companies in 2019 and private companies in 2020. Early adoption is permitted.

The Company considers this ASU will not have any significant effect in the US GAAP disclosures and financial information.

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