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 Bank's main office located at Avenida de Mayo 701, 28 floor, City of Buenos Aires, 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 Argentina 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 Central Bank. 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 Banco do Brasil 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.