SHAREHOLDERS' MEETING TO BE HELD ON APRIL 28th, 2026
PROPOSALS OF THE BOARD OF DIRECTORS
The Board of Directors of Grupo Financiero Galicia S.A will submit the following proposals at the Ordinary Shareholders' Meeting:
1° Appointment of two shareholders to sign the minutes.A proposal will be submitted at the Shareholders' Meeting to appoint two shareholders, out of the following: Mr. Rafael M. Manóvil, Mr. Facundo Sarrabayrouse and Mr. Juan Manuel Sarrabayrouse. Additionally, on a voluntary basis, the representative of the shareholder Anses will be also appointed to sign the minute.
2° Examination of the Financial Statement, Income Statement, and other documents as set forth by Section 234, subsection 1 of the General Law of Companies, Annual Report - Integrated Information and Report of the Supervisory Syndics' Committee for the 27thfiscal year ended December 31st, 2025.The Board of Directors will propose to vote for the approval of all such documents.
3° Treatment of accumulated Unallocated Results. Treatment to be given to the fiscal year ended December 31, 2025. Integration of the applicable Legal Reserve. Increase of the Discretionary Reserve for future profit distribution. Discretionary Reserve partial reverse for eventual dividend distribution for up to an amount which, adjusted for inflation pursuant to Article 3, paragraph (e), of Chapter III, Title IV, "Periodic Reporting Regime of CNV Regulations," results in the sum of Ps. 190,000,000,000, as detailed in the Annual Report. Authorization granted to the Board of Directors to distribute a cash and/or in-kind dividend for up to the amount approved by the Shareholders' Meeting.The total amount of Net Income for the fiscal year ended December 31, 2025, amounted to Ps. 196,046,299,694.97. Considering the company´s economic-financial situation, the Board of Directors proposes to allocate the profits for fiscal year 2025 as follows:
Legal Reserve: a proposal is made allocate the amount of Ps. 9,802,314,984.75.- to a Legal Reserve, in accordance with the provisions set by Article 70 of Law No. 19,550 and Article 5 of Chapter III of the Title IV of CNV Rules (T.O. 2013 and amendments).
Absorption of accumulated retained earnings: It will be proposed to the Shareholders' Meeting to absorb the negative balance of Ps. 26,046,561,797.34 from the accumulated retained earnings account by using the net income for the period in the aforementioned amount.
Discretionary Reserve for eventual dividend distribution: A proposal is made to allocate the remaining balance of the net Income for the period of Ps. 160,197,422,912.88 to a Discretionary Reserve for eventual dividend distribution.
Discretionary Reserve reversal. Dividends: (i) Considering the company´s economic-financial situation, it will be proposed to the Shareholders' Meeting to partially reverse the Discretionary Reserve for eventual profit distribution for an amount that, inflation adjusted, pursuant to Art. 3, section e) of Chapter III, Title IV 'Periodic Information Regime of the CNV Rules,' results in the sum of Ps. 150,000,228,000. It is also proposed to distribute in cash and/or in-kind dividends for said amount, to be paid in cash and/or in kind (the latter valued at market price), or any combination thereof, representing 9,338.5139% on 1,606,253,729 Class 'A' and 'B' ordinary shares with a par value of $1 each."
(ii) Likewise, taking into account Company's intention to distribute additional dividends to those previously mentioned and considering that any eventual profit distribution is subject to the effective receipt of dividends from its subsidiaries, it will be proposed to the Shareholders' Meeting to delegate to the Board of Directors the authority to release the Discretionary Reserve for eventual profit distribution for an amount that, inflation adjusted pursuant to Art. 3, section e) of Chapter III, Title IV 'Periodic Information Regime of the CNV Rules,' results in the sum of Ps. 39,999,772,000. This is ad-referendum of the approvals and subject to the terms and conditions that those subsidiaries requiring them may obtain from the Argentine Central Bank regarding dividend payments, to arrange for the payment of dividends in cash and/or in kind (the latter valued at market price), or any combination thereof, which may be carried out on one or more occasions.
It is stated that, on the date of the Shareholders' Meeting, the results and amounts set forth in items a), b) and c) will be restated in accordance with Article 3, paragraph e) - Chapter III of the Periodic Information Regime Title of the CNV Rules, using the consumer price index as of March 31, 2026, published by INDEC.
Pursuant to what is set forth in the paragraph without number incorporated after article 25 of Act No. 23,966, incorporated by Act. No. 25,585, when may correspond, the Company will be restored the amounts corresponding to the tax on personal assets it paid for fiscal year 2025 in its capacity as substitute taxpayer of the shareholders' subject to the abovementioned tax. Likewise, in relation to income tax, when may correspond, the company will withhold the applicable sums.
4° Approval of the Board of Directors and Supervisory Syndics Committee´s performances.The Board of Directors cannot make proposals related to this item; however, its members expect that the shareholders will approve their performance as well as the performance of the Supervisory Syndics Committee.
5° Consideration of the Supervisory Syndics Committee´s compensation.The Board of Directors will propose a compensation of Ps. 29,701,580 for the Syndics' Committee for their work for fiscal year 2025.
6° Consideration of the Board of Directors´ compensation.For the year under review the Board of Directors will propose the payment of fees to the Directors in the amount of Ps. 5,675,500,000.-
7° Granting of authorization to the Board of Directors to make advance payments of director´s fees during the fiscal year started on January 1st, 2026, ad-referendum of the shareholders' meeting that considers the documentation corresponding to said fiscal year.The Board of Directors will propose the shareholders to grant this authorization to the Board of Directors.
8° Election of three regular syndics and three alternate syndics for one-year term of office.Some shareholders have indicated that they will propose at the Shareholder´s Meeting i) to reelect Mr. José Luis Gentile, Mr. Omar Severini, and Mr. Antonio R. Garcés as Regular Syndics and, ii) to reelect Mr. Fernando Noetinger, Mr. Miguel N. Armando and Ms. María Matilde Hoenig, as Alternate Syndics, all of them, for a one-year term.
9° Determination of the number of regular and alternate directors until reaching the number of directors determined by the Shareholder´s meeting.Some shareholders have indicated that they will request that the number of directors be set at nine
(9) Regular Directors and four (4) Alternate Directors. The terms of the Regular Directors Mr. Federico Braun, Mr. Tomás Braun and Mr. Silvestre Vila Moret expire, leaving three (3) positions to cover as Regular Directors. Likewise, the terms of the Alternate Directors Mr. Pedro A. Richards and Mr. Daniel
A. LLambías expire, leaving two (2) positions to cover as Alternate Directors.
Some shareholders have indicated that they will propose, to reelect Mr. Federico Braun, Mr. Tomás Braun and Mr. Silvestre Vila Moret, as Regular Directors and Mr. Pedro A. Richards and Daniel A. LLambías as Alternate Director, all of them for a three-year (3) period. It is state that the terms of the rest of the Regular and Alternate Directors designations are effective.
10° Compensation of the independent accountant certifying the Financial Statements for fiscal year 2025.The Board of Directors will submit a proposal at the Shareholders' Meeting in order to set the compensation of the accountants certifying the Financial Statements for the fiscal year 2025 at Ps. 198,239,763.-
11° Appointment of the independent accountant and alternate accountant to certify the Financial Statements for fiscal year 2026.The Board of Directors will propose at the Shareholders' Meeting that María Mercedes Baño and Santiago J. Mignone from Price Waterhouse & Co. S.R.L., be appointed as independent accountant and alternate accountant, respectively, to certify the Financial Statements for fiscal year 2026.
12º Approval of an annual budget for the Audit Committee.
The Board of Directors will propose at the shareholders´ meeting to set an annual budget for the Audit Committee in the amount of US dollars $ 50.000.-
The total amount of unallocated results at the end of fiscal 2025 amounted to Ps. 169,999,737,897.63.-Likewise, the Net Income for the fiscal year ended December 31, 2025, amounted to Ps. 196,046,299,694.97. Considering the company´s economic-financial situation, the Board of Directors proposes to allocate the profit for fiscal year 2025 as follows: