BANCO PATAGONIA S.A.

MINUTES OF THE REGULAR SHAREHOLDERS' MEETING HELD ON 04/26/17

The Regular Shareholders' Meeting of Banco Patagonia S.A. (the "Company") was held at the 's main office located at Avenida de Mayo 701, 28 floor, City of , on April 26, 2017, with the presence of the shareholders that appear on pages 32 to 33 of the Stock Ledger and Attendance Book No. 5, certified under No. 6704-06 on January 26, 2006. The chairperson was Mr. João Carlos de Nobrega Pecego, in his capacity as President of the Board of Directors, who at 04.05 p.m. called the meeting to order and thanked the attendance of the Shareholders, Directors Mrs. Fabian Gatti, Claudemir Andreo Alledo, Oswaldo Parré dos Santos, Rubén Iparraguirre, Claudio de Oliveira Borsa, Ernesto Cassani, members of the Statutory Audit Committee, Mrs. Mónica María Cukar, Alberto Mario Tenaillon and Héctor Osvaldo Rossi Camilión, Bank officers, the external auditors' representative, Mr. Marcelo Castillo and of representatives from the Argentine Securities Commission (CNV) and from the Buenos Aires Stock Exchange by delegation of BYMA. The President informed that Directors Carlos Alberto Araújo Netto and Walter Malieni Junior advised in writing that they could not attend the Meeting for personal reasons.

It was informed that the Board of Directors, in its meeting held on March 22, 2017, had approved the Call to Shareholders' Meeting, and that said Call was published in the Official Gazette and in La Nación newspaper on March 27, 28, 29, 30 and 31, 2017.

Eight shareholders were present, 1 per se and 7 by proxy, holding 711,047,110 book-entry shares, of which 22,768,818 were Class "A" shares, and 688,278,292 were Class "B" shares. Both classes entitle their holders to 1 vote per share, and have a face value of ARS 1 each, i.e., 100% of Class "A" capital and votes, plus 98.83% of Class "B" outstanding capital and votes, was present, representing a total of 98.87% of the Company's outstanding capital and votes as of the date of closing of the ledger, i.e., April 20, 2017.

It was also informed that the representative of Banco Itaú S.A., custodian of the underlying shares of Brazilian Deposit Certificates (BDRs) handed the instructions received for the casting of the relevant votes and requested that said instructions be taken into account at the time of counting the votes. It was also informed that the above-mentioned representative submitted a certificate issued by Caja de Valores S.A. entitling it to cast a dissenting vote, pursuant to section 9, Chapter II, Title II, of the rules of the Argentine Securities Commission (2013).

Next, the Shareholders were informed that for the purposes of vote counting, abstentions would be excluded from the calculation, as well as shares of holders which are prohibited from voting by virtue of legal provisions, in accordance with section 7, chapter II, title II of the rules of the Argentine Securities Commission (2013 consolidation).

Therefore, the publications required by legal provisions and the Bylaws having been made, and there being a quorum present, the President declared the Regular and Special Shareholders' Meeting in first call opened at 04.10 p.m., and appointed Mr. Marcelo Iadarola, a Bank officer, as Secretary, for the purposes of the development of the Meeting.

The Secretary then presented the items in the Agenda to be considered by the Shareholders:

1) Appointment of two shareholders to sign the Minutes.

2) Examination of the documents mentioned in Law 19,550, section 234, § 1 (Financial Statements, Statutory Audit Committee's Report, Independent Auditor´s Report, Annual Report, Allocation of Profits/Losses and Management Report) for fiscal year ended on December 31, 2016.

3) Examination of the allocation of profits/losses as of the close of fiscal year ended on December 31, 2016. in the amount of ARS 3,269,111,769.22.- The proposal is to allocate: i) ARS 653,798,453.84 to Legal Reserve; ii) ARS 980,817,180.77 to Optional Reserve for Future Profit Distribution; and iii) ARS 1,634,496,134.61 to Cash Dividends, subject to the previous authorization of the Argentine .

4) Release of the discretionary reserve for Repurchase of Treasury Stock Program and institution of a Discretionary Reserve for Future Profit Sharing.

5) Examination of Board members' performance.

6) Examination of Board members' fees for fiscal year ended on December 31, 2016.

7) Establishment of the number of Directors and appointment thereofs.

8) Examination of the Statutory Audit Committee members' performance.

9) Examination of Statutory Audit Committee members' fees for the fiscal year ended on December 31, 2016.

10) Election of members of the Statutory Audit Committee for fiscal year 2017.

11) Appointment of the Company's External Auditor for fiscal year 2017.

12) Establishment of the Audit Committee - CNV budget for fiscal year 2017.

13) Consideration of the extension of a global program for the issue of simple corporate bonds, and the increase in the maximum outstanding amount, at any time during the force of the program, of up to USD 500,000,000.00 (five hundred million U.S. dollars), or the equivalent thereof in other currencies.

14) Delegation of powers into the Board of Directors and authorization to sub delegate as regards the Bank’s Global Program for the Issuance of Simple Corporate Bonds, as provided for in the above item.

15) Authorizations to carry out the resolutions adopted by the Meeting.

As regards the procedure to be applied at the Meeting, it was explained that the shareholders who would like to speak, abstain from voting or vote, should request to do so and identify themselves in order to be registered in the Minutes of the Shareholders’ Meeting.

1st ) ITEM ONE IN THE AGENDA: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MINUTES. The representative of Shareholder Jorge Guillermo Stuart Milne, proposed that the representative of the Province of Rio Negro be appointed to sign the Minutes on behalf of Class "A" shares, and that the representative of S.A. be appointed on behalf of Class "B" shares for the same purpose. Next, the same shareholder proposed that the representative of FGS-ANSES be invited to also sign the minutes, just as it occurred at the previous Shareholders' Meeting. Upon motion made and unanimously seconded, the proposal was approved as presented.

2nd ) ITEM TWO IN THE AGENDA: EXAMINATION OF THE DOCUMENTS MENTIONED IN LAW 19,550, SECTION 234, § 1 (FINANCIAL STATEMENTS, STATUTORY AUDIT COMMITTEE'S REPORT, INDEPENDENT AUDITOR´S REPORT,

ANNUAL REPORT, ALLOCATION OF PROFITS/LOSSES AND MANAGEMENT REPORT) FOR FISCAL YEAR ENDED ON DECEMBER 31, 2016.

Next, the Shareholders were informed that the Annual Report and Financial Statements as of December 31, 2016, with their respective Independent Auditors' Report, Statutory Audit Committee's Report, Allocation of Profits/Losses and Management Report, were approved by the Board of Directors of the Company at its meeting No. 2707, held on February 15, 2017, and published in the Argentine Official Gazette on February 24, 2017.

The representative of shareholder Banco do Brasil S.A., moved that the reading of said documents be omitted and that the documents be approved without any amendments, since they were published in accordance with legal provisions and placed at the shareholders' disposal well in advance of this Meeting.

Upon motion made and unanimously seconded, the proposal was approved as presented.

3rd ) ITEM THREE IN THE AGENDA: EXAMINATION OF THE ALLOCATION OF PROFITS/LOSSES AS OF THE CLOSE OF FISCAL YEAR ENDED ON DECEMBER 31, 2016. IN THE AMOUNT OF ARS 3,269,111,769.22.- THE PROPOSAL IS TO ALLOCATE: I) ARS 653,798,453.84 TO LEGAL RESERVE; II) ARS 980,817,180.77 TO OPTIONAL RESERVE FOR FUTURE PROFIT DISTRIBUTION; AND III) ARS 1,634,496,134.61 TO CASH DIVIDENDS, SUBJECT TO THE PREVIOUS AUTHORIZATION OF THE ARGENTINE CENTRAL BANK.

Shareholders were informed that, as it appears from the Financial Statements of the Company as of December 31, 2016, the income for the year ended on that date was ARS $ 3,268,992,269.20. Also, at December 31, 2016, unassigned results were of $ 3,269,111,769.22.- and according with the proposal on profit distribution submitted by the Board of Directors, as it appears in the Earnings Distribution Proposal included in the Annual Report and Financial Statements, the abovementioned amount will be distributed as follows: i) ARS $ 653,798,453.84.- to Legal Reserve; ii) ARS $ 980,817,180.77.- to Optional Reserve for Future Profit Distribution; and iii) ARS $ 1,634,496,134.61.- to Cash Dividends, subject to the previous authorization of the Argentine Central Bank. The Secretary went on to inform that on February 20, 2017 the application for authorization to pay cash dividends in the total amount of ARS $ 1,634,496,134.61.- was filed with the Foreign Exchange and Financial Institutions Regulatory Agency; this amount represents 50% of the fiscal year net profits. It was also informed that as of the date of this Meeting, the BCRA had not answered such request yet. The above-mentioned amount represents, as of the date of closing of the Stock Ledger, a cash dividend of ARS $ 2.272831760 per outstanding share, or ARS $ 45.4566352 per BDR and ADR. The representative of shareholder Banco do Brasil moved that the following be approved: (i) the proposal on profit distribution submitted by the Board of Directors, as it appears in the Earnings Distribution Proposal included in the Annual Report and Financial Statements, consisting in the following distribution: a) ARS $ 653,798,453.84 to Legal Reserve; b) ARS $ 980,817,180.77 to Optional Reserve for Future Profit Distribution; and c) ARS 1,634,496,134.61 to Cash Dividends, subject to the previous authorization of the Argentine Central Bank; and (ii) the declaration of a cash dividend in the amount of ARS $ 2.272831760 per outstanding share, or ARS $ 45.4566352 per BDR and ADS, subject to the BCRA’s authorization, to be made available to the shareholders within thirty (30) calendar days after the Company is advised of the BCRA’s authorization.

Upon motion made and unanimously seconded, the proposal was approved as presented.

4th ) ITEM FOUR IN THE AGENDA: RELEASE OF THE DISCRETIONARY RESERVE FOR REPURCHASE OF TREASURY STOCK PROGRAM AND INSTITUTION OF A DISCRETIONARY RESERVE FOR FUTURE PROFIT SHARING.

Mr. Secretary reminds that on March 26, 2012, the Board of Directors decided to implement a Repurchase of Treasury Stock Program in the argentine market, in the terms of Law 17.811, article 68 (added by Decree 677/01 –valid at that time-) and CNV Rules. In addition, the term to make acquisitions was of eighty calendar days from March 27, 2012 and the Board of Directors decided to extend its validity term until March 22, 2013. Likewise, the Regular Shareholders Meeting of April 26, 2012 disposed the constitution of a discretionary reserve for eventual repurchase of Treasury Stock for the referred Program. It is also informed that the Entity acquired 119,550 shares under the abovementioned program, until its due time. Mr. Secretary continues to inform that on December 14, 2015 the Board of Directors was noticed that in consideration that the maximum legal term of three (3) years was close to end (counting from the last acquisition according with article 67 of Capital Markets Law) and not having a decision made by the Shareholders Meeting, the capital structure should be diminished by operation of law, in an equal amount to the nominal value of shares that were at portfolio, which will be definitely canceled. Finally, the cancelation of the public offer of 119.500 shares was arranged, by Resolution Nº 18.079 of the CNV, by reducing the social capital by operation of law in accordance with the terms of the article 67 of the Capital Market Law.

Consequently, the Board of Directors proposed to this Shareholders’ Meeting the release of the Discretionary Reserve for Repurchase of Treasury Stock Program, which amount is ARS $ 3.057.601,62.- and the institution of a Discretionary Reserve for future profit sharing.

The representative of shareholder Banco do Brasil moved to approve the release of the Discretionary Reserve for Repurchase of Treasury Stock Program and that a Discretionary Reserve for future profit sharing be made with that amount.

Upon motion made and unanimously seconded, the proposal was approved as presented.

5th ) ITEM FIVE IN THE AGENDA: EXAMINATION OF BOARD MEMBERS' PERFORMANCE. The representative of shareholder Jorge Stuart Milne, moves that the actions performed by the Directors of the Company be approved, from the date of appointment to their positions until the date of this Shareholders' Meeting, exempting them from any liability in accordance with the provisions of the Companies Act, section 275, considering that their acts were strictly in accordance with the provisions of the Bylaws and legal provisions in force.

Upon motion duly made, the proposal was approved by unanimous vote, 109,976,022 shares having been subtracted from vote counting.

6th ) ITEM SIX IN THE AGENDA: EXAMINATION OF BOARD MEMBERS' COMPENSATION FOR FISCAL YEAR ENDED ON DECEMBER 31, 2016. The Shareholders were informed that the proposal on compensation to Board members for the fiscal year ended on December 31, 2016 was submitted for a total amount of ARS $ 54,331,630, which was posted to profits/losses of the year, and represents 2.04% of computable profits and, therefore, does not exceed the limits established in the Business Companies Law, section 261, and the rules of the Argentine Securities Commission (2013 consolidation). It was informed that the total amount of compensations was considered adequate taking into account the members' duties, the time devoted to their functions, their qualifications and professional reputation. It was added that said compensation included the compensation to independent Directors that performed as members of the Audit Committee - CNV during the fiscal year ended on December 31, 2016.

The representative of shareholder Banco Do Brasil S.A., moved that the proposal on payment of compensation to Board members for a total amount of ARS $ 54,331,630, already posted to fiscal year 2016 profit/losses, be approved. It is also moved that the Board of Directors be authorized to allocate such global amount among Board members who performed their duties during the fiscal year ended on December 31, 2016.

Upon motion made and unanimously seconded, the proposal was approved as presented.

7th ) ITEM SEVEN IN THE AGENDA: ESTABLISHMENT OF THE NUMBER OF DIRECTORS AND APPOINTMENT THEREOFS.

The Shareholders were informed that the terms for which the directors were elected have expired and that, pursuant to the provisions of section 9 of the Company's Bylaws, the Company's direction and management would be entrusted to a Board of Directors composed of the number of regular members to be fixed by the Shareholders' Meeting, between a minimum of seven and a maximum of nine members, to be elected as follows: a) one regular director to be appointed by the holder of Class "A" common shares, independently of the corporate capital represented by that class of shares, which may also appoint an alternate director; and b) the remaining regular directors will be appointed by holders of Class "B" common shares, who may also appoint alternate directors.

Next, the Secretary proposed to examine the appointment of the new regular and, if applicable, alternate Directors for class "B" shares, and Law of Financial Entities, section 10, was read — this section governs disqualification grounds to be elected to this position. Furthermore, Shareholders were reminded that section 9 of the Bank's Bylaws forbids "any person who has an employment or professional relationship, either paid or not, at the National, Provincial or Local Public Administration, except in the case of the teaching profession, or who is a director or administrator of a legal person that is in default with any financial institution" from being a member of the Board of Directors.

The representative of shareholder Banco do Brasil S.A., proposed that the Board be composed of nine (9) regular directors and that the following candidates be elected as new Regular Directors for class "B" shares, to cover the eight (8) vacancies: Mrs. João Carlos de Nóbrega Pecego, Claudio de Oliveira Borsa, Oswaldo Parré Dos Santos, Rubén Miguel Iparraguirre, Antonio Mauricio Maurano, Carlos Alberto Araújo Netto, Walter Malieni Júnior and Ernesto Juan Cassani; and the following candidates be elected as Alternate Directors: Mrs. Edson Rogerio da Costa, Fernando Florencio Campos, Marcio Hamilton Ferreira, Marco Antonio Ascoli Mastroeni, Nilson Martiniano Moreira, Paulo Roberto Lopes Ricci, Luis Carlos Cerolini and Zenón Alberto Biagosch. He further stated that none of the candidates meet the disqualification grounds established in the above-mentioned rule or had any of the impediments mentioned in section 9 of the Company's Bylaws. He further stated that, in compliance with the provisions of article 11, section III, chapter I, title II of the rules of the Argentine Securities Commission (2013 consolidation), on the date of this Meeting Messrs. João Carlos de Nóbrega Pecego, Claudio de Oliveira Borsa, Oswaldo Parré Dos Santos, Rubén Miguel Iparraguirre, Antonio Mauricio Maurano, Carlos Alberto Araújo Netto, Walter Malieni Júnior, Edson Rogerio da Costa, Fernando Florencio Campos, Marcio Hamilton Ferreira, Marco Antonio Ascoli Mastroeni, Nilson Martiniano Moreira and Paulo Roberto Lopes Ricci were non independent members, and Messrs. Ernesto Juan Cassani, Luis Carlos Cerolini and Zenon Alberto Biagosch were independent members, for the purposes stated therein.

Upon motion duly made, the proposal was approved by unanimous vote, 109,976,022 shares of shareholder ANSES-FGS having been subtracted from vote counting.

The representative of the province of Rio Negro, informs that considering the end of term of Directors elected by Class “A” shares, is necessary the designation of new regular and alternate directors.

The representative continues to inform that Mr. Fabian Gustavo Gatti and Ms. Giovanna María Matilde Cristoforo were designated by Decree N° 377 of April 11, 2017 as Regular and Alternate Director respectively, on behalf of Class “A” shares and adds that none of them are included in the impediments aforementioned. Likewise, it is stated that in compliance with article 13, section III, chapter III, title II of rules of the Argentine Securities Commission (2013 consolidation), Mr. Fabián Gustavo Gatti and Ms. Giovanna María Matilde Cristoforo are independent members.

Considering the continuity in positions and the appropriate authorization received, the Secretary notifies that Messrs. João Carlos de Nóbrega Pecego, Claudio de Oliveira Borsa, Oswaldo Parré Dos Santos, Rubén Miguel Iparraguirre, Antonio Mauricio Maurano, Carlos Alberto Araújo Netto, Walter Malieni Júnior, Ernesto Juan Cassani, Edson Rogerio da Costa, Nilson Martiniano Moreira and Fabián Gustavo Gatti are in conditions to take office; while Messrs. Fernando Florencio Campos, Marcio Hamilton Ferreira, Marco Antonio Ascoli Mastroeni, Paulo Roberto Lopes Ricci, Luis Carlos Cerolini and Zenon Alberto Biagosch are not able to take office until the BCRA notifies the Entity with positive resolution. Finally, about Ms. Cristoforo, who has been designated by Decree of the Province of Rio Negro, is going to be able to be appointed, whereas the appropriate authorization be filled on BCRA. All the above mentioned set in compliance with valid Rules of BCRA about Evaluation of Authorities of Financial Entities.

The Secretary then informed that, the Board of Directors would be composed as follows, until the Meeting that is to examine the financial statements corresponding to fiscal year ending December 31, 2019:

By Class “B” shares:

• João Carlos de Nobrega Pecego (Regular Director Non Independent)

• Claudio de Oliveira Borsa (Regular Director Non Independent)

• Oswaldo Parré Dos Santos (Regular Director Non Independent)

• Rubén Miguel Iparraguirre (Regular Director Non Independent)

• Antônio Mauricio Maurano (Regular Director Non Independent)

• Carlos Alberto Araújo Netto (Regular Director Non Independent)

• Walter Malieni Júnior (Regular Director Non Independent)

• Ernesto Juan Cassani (Regular Director Independent)

• Edson Rogerio da Costa (Alternate Director Non Independent)

• Nilson Martiniano Moreira (Alternate Director Non Independent)

• Fernando Florêncio Campos (Alternate Director Non Independent ad referendum of BCRA) • Marcio Hamilton Ferreira (Alternate Director Non Independent ad referendum of BCRA) • Marco Antônio Ascoli Mastroeni (Alternate Director Non Independent ad referendum of BCRA) • Paulo Roberto Lopes Ricci (Alternate Director Independent ad referendum of BCRA) • Luis Carlos Cerolini (Alternate Director Independent ad referendum of BCRA) • Zenón Alberto Biagosch (Alternate Director Independent ad referendum of BCRA)

By Class “A” shares:

• Fabián Gustavo Gatti (Regular Director Independent)

• Giovanna María Matilde Cristoforo (Alternate Director Independent ad referendum of BCRA)

8th ) ITEM EIGHT IN THE AGENDA: EXAMINATION OF THE STATUTORY AUDIT COMMITTEE MEMBERS' PERFORMANCE

The representative of shareholder Jorge Guillermo Stuart Milne proposed that the actions performed by the members of the Statutory Audit Committee be approved, from the date of appointment to their positions until the date of this Shareholders' Meeting, exempting them from any liability in accordance with the provisions of the Companies Act, section 275, considering that their acts were strictly in accordance with the provisions of the Bylaws and legal provisions in force.

Upon motion duly made, the proposal was approved by unanimous vote, 109,976,022 shares held by ANSES-FGS, having been subtracted from vote counting.

9th ) ITEM NINE IN THE AGENDA: EXAMINATION OF STATUTORY AUDIT COMMITTEE MEMBERS' FEES FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2016. The representative of shareholder Banco do Brasil S.A. moved that the compensation to the members of the Statutory Audit Committee was approved for a total amount of ARS $ 3,992.937.-, already posted to fiscal year 2016 profit/losses. He also moved that the Statutory Audit Committee be authorized to allocate such global amount among Board members who performed their duties during the fiscal year ended on December 31, 2016.

Upon motion duly made, the proposal was approved by unanimous vote, 109,976,022 shares held by FGS - ANSES, which abstained from voting, having been subtracted from vote counting.

10 th ) ITEM TEN IN THE AGENDA: ELECTION OF MEMBERS OF THE STATUTORY AUDIT COMMITTEE FOR FISCAL YEAR 2017. It was informed that in accordance with section 15 of the Bylaws, the Company's internal supervision is vested in a Statutory Audit Committee composed of three permanent statutory auditors and three alternate statutory auditors, and taking into account that the term of such members has expired, it was necessary to elect new members.

It was informed that on March 30, 2017, shareholder ANSES-FGS sent the Company notice of its will to cast a cumulative vote on the appointment of members of the Statutory Audit Committee and, therefore, all shareholders present were entitled to vote cumulatively in accordance with the provisions of Act No. 19.550, sections 263 and 289, as amended.

The Secretary requested the shareholders present to inform who of them would exercise the cumulative voting right. Next, to compute votes made by cumulative voting for the election of regular and alternate member of the Statutory Audit Committee, it is informed the quantity of votes corresponding to each shareholder: Banco do Brasil S.A. 424.101.958, Jorge Guillermo Stuart Milne 58.656.261, Ricardo Alberto Stuart Milne 59.877.381, Emilio Carlos Gonzalez Moreno 20.205.270, Provincia de Río Negro 22.768.818, Itaú Unibanco S.A 15.460.400, Granja Leonardo Héctor 1.000, ANSES-FGS 109.976.022 (representing 329.928.066 votes cumulative multiplied by the vacancies to fulfill). Next, the Secretary requested the shareholders present to inform who of them would exercise the cumulative voting right.

The representative of shareholder FGS-ANSES informed that he will vote by cumulative voting. It is informed that no other shareholder wishes to vote by cumulative voting.

The representative of shareholder Banco do Brasil S.A. was given the floor and moved that, Mr. Alberto Mario Tenaillon as regular member of the Audit Committee and Ms. María Cristina Tapia Sasot as alternate member of the Statutory Audit Committee be designated for a one-year term.

As regards compliance with section 79 of the Capital Market Act, and article 12, section II, chapter III, title II of the rules of the Argentine Securities Commission (2013 consolidation), and the provisions of Technical Resolutions of the Argentine Federation of Professional Councils in Economic Sciences, it is informed that the above mentioned are qualified as independents and that none of them render professional services to the Company, its controlling shareholder or controlled companies.

Then, the representative of shareholder ANSES FGS was given the floor and moved that, pursuant to section 114, Act No. 24.156, and as proposed by the General Accounting Office ("Sindicatura General de la Nación"), Dr. Javier Rodrigo Siñeriz (holder of DNI 21.690.750) be elected as Regular member of the Statutory Audit Committee, and that Dr. Claudia Inés Siciliano (holder of DNI 12.739.046) be elected as Alternate member of the Statutory Audit Committee. Likewise, informed that, according to the provisions of article 12 and 13, section III, chapter III, del title II of the rules of the Argentine Securities Commission, the candidates are qualified as independents to hold office y that are not reached by the disabilities provided for article 10, Financial Institutions Law.

The result of the voting for the election of regular and alternate member of the Statutory Audit Committee was: motion of the representative of shareholder Banco do Brasil S.A. 601.071.088 positive votes; motion of the representative of shareholder ANSES-FGS 329.928.066 positive votes.

Consequently, by absolute majority of present votes, Mr. Alberto Mario Tenaillon and Ms. María Cristina Tapia Sasot were elected respectively as regular and alternate members of the Statutory Audit Committee for a one-year term.

The Secretary informed the voting must continue to elect two regular members and two alternate member of the Statutory Audit Committee, by the regular voting system.

It was then the turn to speak of the representative of shareholder Banco do Brasil S.A., who submitted a motion to appoint Mrs. Mónica María Cukar and Messrs. Héctor Osvaldo Rossi Camilión as regular members; and Mr. Jorge Héctor Lorenzo and María Lucia Denevi Artola, as alternate members, for a one- year term.

As regards compliance with section 79 of the Capital Market Act, and article 12, section II, chapter III, title II of the rules of the Argentine Securities Commission (2013 consolidation), and the provisions of Technical Resolutions of the Argentine Federation of Professional Councils in Economic Sciences, it was stated that all of them were independent members and that none rendered professional services to the Company, its controlling shareholder or controlled companies.

Upon motion duly made, the proposal was approved by unanimous present vote.

It was informed that since Mss. Cukar and Tapia Sasot and Mrs. Rossi Camilion, Tenaillon and Lorenzo are continuing as member of the Statutory Audit Committee, they are in conditions to take office immediately; while Ms. Debora Raquel Ciofani will not be able to take office as long as the BCRA issue the pertinent authorization, in compliance with the Laws of Evaluation of Financial Entities Authorities.

The Statutory Audit Comitee would be composed as follows, until the Meeting that is to examine the financial statements corresponding to fiscal year ending December 31, 2017:

• Mónica María Cukar (Regular Member) • Héctor Osvaldo Rossi Camilión (Regular Member) • Alberto Mario Tenaillon (Regular Member) • María Cristina Tapia Sasot (Alternate Member) • Jorge Héctor Lorenzo (Alternate Member) • Débora Raquel Ciofani (Alternate Member ad referendum of the BCRA)

11 th ) ITEM ELEVEN IN THE AGENDA: APPOINTMENT OF THE COMPANY'S EXTERNAL AUDITOR FOR FISCAL YEAR 2017. The Secretary reminded that the Regular and Special Meeting of April 27th, 2016 resolved to extend the term of hiring of Studio KPMG –firm member of KPMG International- to a maximum of three year, for fiscal years 2016, 2017 and 2018. Considering this decision, the Board of Directors proposed to designate Mr. Marcelo Adrian Castillo and Claudio Norberto Bercholc as External Auditors, regular and alternate, respectively, in representation of Studio KPMG, for the fiscal year 2017. It was informed that: i) the Audit Committee-CNV drafted the relevant Report in accordance with the provisions of sections 105 and 110 a) of the Capital Market Act, and with the provisions of article 20, section VI, chapter III, title II of the rules of the Argentine Securities Commission (2013 consolidated text); ii) both auditors proposed meet the requirements of independency pursuant to the provisions of section 105 of the Capital Market Act; article 21, section VI, chapter III, Title II of the rules of the Argentine Securities Commission (2013 consolidated text) and of Technical Resolution No. 7 of the Argentine Federation of Professional Councils in Economic Sciences; and iii) the relevant sworn statements relative to the proposed External Auditors were filed with the Argentine Securities Commission, the Buenos Aires Stock Exchange (in representation of BYMA).

The representative of shareholder Banco do Brasil S.A. moved that the proposal made by the Board of Directors be approved, so that Messrs. Marcelo Adrián Castillo y Claudio Norberto Bercholc be appointed as regular and alternate auditors, respectively, on behalf of KPMG Studio.

Upon motion made and unanimously seconded, the proposal was approved as presented.

12th) ITEM TWELVE IN THE AGENDA: ESTABLISHMENT OF THE AUDIT COMMITTEE - CNV BUDGET FOR FISCAL YEAR 2017. The Shareholders were informed that, pursuant to the provisions of section 110 of the Capital Market Act and the rules of the Argentine Securities Commission, the Shareholders' Meeting should make an allocation for the Audit Committee - CNV that operates as a collegiate body within the Company. It was added that the Audit Committee - CNV, in its meeting No. 139 held on January 24, 2017 proposed the amount of ARS 350,000 as annual budget for the Committee during fiscal year 2017.

The representative of shareholder Banco do Brasil S.A. moved to approve the proposal presented by the Board of Directors of an annual budget of ARS 350,000 to be allocated to said Committee for fiscal year 2017.

Upon motion made and unanimously seconded, the proposal was approved as presented.

13th) ITEM THIRTEEN IN THE AGENDA: CONSIDERATION OF THE EXTENSION OF A GLOBAL PROGRAM FOR THE ISSUE OF SIMPLE CORPORATE BONDS, AND THE INCREASE IN THE MAXIMUM OUTSTANDING AMOUNT, AT ANY TIME DURING THE FORCE OF THE PROGRAM, OF UP TO USD 500,000,000.00 (FIVE HUNDRED MILLION U.S. DOLLARS), OR THE EQUIVALENT THEREOF IN OTHER CURRENCIES.

The Secretary informed that the expiry date of the Global Program for the issue of Simple Corporate Bonds is on October, 2017. In consideration of that expiration, the Board of Directors proposed its extension, in compliance with the terms of the Rules CNV (Section V, Chapter V, Title II, TO 2013) and

increase of the maximum outstanding amount, at any time during the force of the program, of up to USD 500,000,000 or its equivalent in other currencies. It was also informed that the Program will have the following characteristics: a) validity for 5 years since the authorization of CNV or the maximum term that other regulations may fix in the future; b) different classes and/or series of Corporate Bonds may be issued in U.S. Dollars or in other currencies and reissue the classes or series that may be amortized; c) USD 500,000,000.00 (Five Hundred Million U.S. Dollars), or the equivalent thereof in other currencies will be the maximum outstanding amount during the force of the program; and d) the funds to be obtained by the issuing of Corporate Bonds under the Program will be destined to one or more of the purposes predetermined in Law 23.576, article 36 and its amendments and the Passive Operations Rules of BCRA referred to Colocation of Securities and of Debts, or the ones that may be issued in the future and according with the specifications of its respective price supplement.

The representative of shareholder Banco do Brasil S.A. moved to approve the proposal of the Board of Directors and the increase of the maximum outstanding amount, at any time during the force of the program, of up to USD 500,000,000.00 (five hundred million U.S. dollars), or the equivalent thereof in other currencies.

Upon motion made and unanimously seconded, the proposal was approved as presented.

14th) ITEM FOURTEEN IN THE AGENDA: DELEGATION OF POWERS INTO THE BOARD OF DIRECTORS AND AUTHORIZATION TO SUB DELEGATE AS REGARDS THE BANK’S GLOBAL PROGRAM FOR THE ISSUANCE OF SIMPLE CORPORATE BONDS, AS PROVIDED FOR IN THE ABOVE ITEM.

The representative of shareholder Banco do Brasil S.A. moved to approve the delegation of powers into the Board of Directors to determine and stablish terms and conditions of the Global Program for the issuance of Simple Corporate Bonds and of each of the series to be issued, and authorizing the sub- delegation of those faculties. Upon motion made and unanimously seconded, the proposal was approved as presented.

15th) ITEM FIFTHTEEN IN THE AGENDA: AUTHORIZATIONS TO CARRY OUT THE RESOLUTIONS ADOPTED BY THE MEETING. The Secretary informed that the Board of Directors proposed to authorize certain individuals to carry out the resolutions adopted by the Meeting. The representative of shareholder Banco do Brasil S.A. moved that the Company's legal representatives be authorized to execute as a public deed the resolutions adopted by the Shareholders' Meeting, and that Messrs. Emilio Merovich, Raúl Luis Arcondo, Guillermo Fabio Pedró, Mariana Beatriz Moldes, Laura Eugenia Varela, Laura Mercedes Cristina and/or Federico Daniel Musi be further authorized so that any one of them may take any necessary steps to approve and file the resolutions adopted by this Meeting. Upon motion made and unanimously seconded, the proposal was approved as presented.

Next, the Secretary stated that all the items in the agenda had been considered and, therefore, the Meeting was adjourned at 04.50 p.m.

Mr. Leonardo Granja asked to speak so that it is recorded in the Minutes its intention to congratulate the Directors and Bank officers for the performed labor and manifest its satisfaction of being a minority shareholder. The President thanks for the speech and the presence in the Meeting.

Pursuant to the provisions of Title II, Chapter VIII, Section IV, article 23 d) of the Argentine Securities Commission regulations (2013 consolidation), the votes cast by Banco Itaú Argentina S.A., as custodian of BDRs underlying shares, on each item are detailed below:

Item Abstentions In favor Against 1 - 15.460.400 - 2 - 15.460.400 - 3 - 15.460.400 - 4 - 15.460.400 - 5 - 15.460.400 - 6 - 15.460.400 - 7 - 15.460.400 - 8 - 15.460.400 - 9 - 15.460.400 - 10 - 15.460.400 - 11 - 15.460.400 - 12 - 15.460.400 - 13 - 15.460.400 - 14 - 15.460.400 - 15 - 15.460.400 -

______Isaías Kremer Júlio Cezar Tozzo Mendes Pereira By Class “A”, on behalf of shareholder province By Class “B”, on behalf of shareholder Banco do of Río Negro Brasil S.A.

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Ignacio Alvarez Pizzo On behalf of shareholder ANSES FGS

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João Carlos de Nobrega Pecego Mónica María Cukar President Permanent Statutory Auditor