RELEVANT INFORMATION

2014

09/15/2014

  • New structure of the Management Committee

The Board of BBVA Banco Frances S. A. decided to carry out an organizational change, mainly at managerial level, with the aim of facing the new challenges and accelerating the digital transformation of the Bank.

1 - Jorge Alberto Bledel become member of the Management Committee in charge of the new Direction of Digital and Transformation Banking, which will include the current functions of Corporate Development and Transformation Direction.

2- Jorge Luna, present Director of Retail Banking, among his other functions, will now have the responsibility of lead the Companies Banking.

3- Gustavo Fernández, has been appointed as Director of Human Resources and Services, he still helds his current position as Director of Technology and Operations.

Finally, Adriana Melero, Director of Corporate Development and Transformation; Gabriel Milstein, Director of Human Resources and Jorge Allen, Director of Companies Banking, will no longer form parts of BBVA Francés, after an important and successful career in the company

08/27/2014

  • Transfer of shares

BBVA Banco Francés S.A hereby informs that the Bank has transferred its total shareholding in Banelco S.A, consistent in 2,574,907 registered

not-endorsable shares, representative of 10.9 % of the share capital, to Visa Argentina S.A

Such operation is part of the project of integration between Banelco S.A and Visa Argentina S.A., of which the Bank is also shareholder.

08/26/2014

  • Issuance of notes under the Global Program of Notes to a total amount of U$S 750 million –

The Board of BBVA Banco Frances S. A. in its meeting held today, approved under the global program to a total amount outstanding of U$S 750 million, the issuance of one or more series for a total amount not to exceed AR$ 500 million to be offer in the market, which will be determined in due course by the sub-delegation, together with the other terms of issue in one or more classes.

07/03/2014

  • Sell Building

BBVA BANCO FRANCES S.A. is pleased to inform you that the Board of Directors in its meeting held today has resolved the sell of the building addressed on 281 Reconquista Street of the City of Buenos Aires to BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión.

06/17/2014

  • Approval of dividends distributions

BBVA BANCO FRANCES S.A. is pleased to inform you that the Superintendence of Financial and Exchange Entities of the Central Bank of Argentina (Superintendencia de Entidades Financieras y Cambiarias del Banco Central de la República Argentina) has determined not to make observations to the cash dividend distribution for a total amount of ARS 28,800,000.

04/30/2014

  • Issuance of notes under the Global Program of Notes to a total amount of U$S 750 million

The Board of BBVA Banco Frances S. A. in its meeting held today, approved under the global program to a total amount outstanding of U$S 750 million, the issuance of one or more series for a total amount not to exceed $ 500 million to be offer in the market, which will be determined in due course by the sub-delegation, together with the other terms of issue in one or more classes.

04/11/2014

  • Summary of Minutes of BBVA Banco Francés S.A. Ordinary and SPECIAL Shareholders’ Meeting held on April 10, 2014 on first call.

The Chairman of the Board of Director of BBVA Banco Francés S.A. called to order at 4:15 pm and also chaired the Meeting.

According to the Share Registry and the Shareholders’ Attendance Registry, a total of 10 shareholders were present: 4 in person and 6 by proxy, who have registered a hold of 492,999,302 common book-entry shares, with one vote per share and one Argentine Peso face value each. These represent a capital of $ 492,999,302, a present of 91.83% over a corporate capital of $ 536,877,850; the quorum was established as required by Sections 243 and 244 of the Argentine Business Associations Law (Ley de Sociedades Comerciales) and Section 26 of the Bylaws).

Additionally, Mr. Ariel Schmutz, Certified Public Accountant, (National Identity Document “DNI” N° 16,123,616), and Mrs. Maria Parodi (DNI N° 11,774,217), attended the meeting on behalf of the Bolsa de Comercio de Buenos Aires (Buenos Aires Stock Exchange) and the Comisión Nacional de Valores (Argentine Securities Commission), respectively.

Consequently, it was stated that the Ordinary and Special Shareholders’ Meeting for the FY 2013 was legally called and subsequently the following items on the Agenda were discussed. Voting percentages are those that appear below.

  • Appointment of two shareholders to prepare and sign the Minutes of the Meeting, together with the Chairman of the Meeting.

The appointment of the legal representatives of Banco Bilbao Vizcaya Argentaria S.A. and Corporación General Financiera S.A. was approved by majority of votes, as follows:

Positive votes: 450,546,203

Negative votes: 42,448,599

Abstentions from voting: 4,500

  • Discussion of the Annual Report, Corporate Responsibility Yearly Report, Financial Statements, Additional Information and Relevant Accounting Information, along with the Statutory Auditors’ Committee Report and Auditor’s Report for the fiscal year No. 139 ended December 31, 2013.

The documents under discussion were approved by majority of votes, as follows:

Positive votes: 448,897,334

Negative votes: 42,451,599

Abstentions from voting: 1,650,369

  • Approval of the performance of the Board of Directors, Chief Executive Officer and the Statutory Audit Committee.

The performance of the Board of Directors, Chief Executive Officer and Statutory Auditors’ Committee was approved by majority of votes, as follows:

Positive votes: 450,505,253

Negative votes: 13,470

Abstentions from voting: 42,480,579

  • Discussion of the results of Fiscal Year No. 139, ended December 31, 2013. Treatment of the not-classified results as of December 31, 2013: AR$2,024,244,063.47, which are proposed to be allocated:

a)AR$ 404,848,812.69 to the Legal Reserve Fund;

b)AR$ 28,800,000 to cash dividend subject to the Argentine Central Bank (BCRA) authorization and

c)AR$ 1,590,595,250.78 to a voluntary reserve for future distribution of results, according to the BCRA Communication "A" 5273

It was approved by majority of votes (i) the net income of the fiscal year 2013 by a total amount of AR$ 2,024,244,063.47 (ii) the allocation to Legal Reserve Fund the amount of AR$ 404,848,812.69; (iii) the distribution of cash dividend, subject to the authorization of the BCRA for the total amount of AR$ 28,800,000 and (iv) the amount of AR$ 1,590,595,250.78 is to be allocated to a voluntary reserve for future distribution of results. Voting results were as follows:

Positive votes: 450,541,238

Negative votes: 14,070

Abstentions from voting: 42,443,994

  • Consideration of the Board of Directors Compensation for the Fiscal Year No. 139, ended December 31, 2013.

Shareholders approved by majority of votes total fees for the Board of Directors for the year ended December 31, 2013 for a total amount of AR$ 3,153,920. Voting results were as follows:

Positive votes: 450,432,737

Negative votes: 42,501,177

Abstentions from voting: 65,388

  • Consideration of Statutory Audit Committee’s compensation for the Fiscal Year No. 139, ended December 31, 2013.

It was approved by the majority of votes a total amount of AR$ 419,530 as professional fees for year ended December 31, 2013, to be received by the members of the Statutory Audit Committee, Estudio Biscardi & Asociados S.R.L.. Voting results were as follows:

Positive votes: 491,623,970

Negative votes: 75,912

Abstentions from voting: 1,299,420

  • Determination of the number of members of the Board of Directors and appointment of Directors, as appropriate, for a term of three years.

Shareholder “ANSES FGS Ley 26,425” resigned to the right of exercising cumulative voting when considering this item of the Agenda.

It was approved by majority of votes i) the renewal for a three year period until December 31, 2016, the appointments as regular directors of Messrs. José Manuel Tamayo Pérez, Marcelo Gustavo Canestri and Luis Bernardo Juango Fitero, all of them having the status of independent directors pursuant to the requirements of local and foreign regulations. The voting results were as follows:

Positive votes: 439,323,557

Negative votes: 9,996,219

Abstentions from voting: 43,679,526

  • Appointment of three Regular Statutory Auditors and three Alternate Statutory Auditors for this year’s Statutory Audit Committee.

Shareholder “ANSES FGS Ley 26,425” resigned to the right of exercising cumulative voting when considering this item of the Agenda.

It was approved by majority of votes the appointment of members of the Statutory Committee, including three regular statutory auditors and three alternate statutory auditors as independent auditors, pursuant the terms of the Argentine Securities Commission regulations.

Regular Statutory Auditors;

Messrs. Mario Rafael Biscardi, Alejandro Mosquera and Marcelino Agustín Cornejo,

Alternate Statutory Auditors;

Mrs. Julieta Paula Pariso and Messrs. Agustín Isola and Daniel Oscar Celentano, The voting results were as follows:

Positive votes: 448,668,146

Negative votes: 43,091,124

Abstentions from voting: 1,240,032

  • Compensation of certifying accountant of the Financial Statements for the fiscal year No. 139 ended December 31, 2013.

It was approved by majority of votes, the compensation for the certifying accountant of the Financial Statements for fiscal year 2013, for a total amount of AR$ 6,548,350 + VAT. The voting results were as follows:

Positive votes: 450,442,124

Negative votes: 42,454,794

Abstentions from voting: 102,384

  • Appointment of a certifying accountant for the Financial Statements of the current fiscal year.

It was approved by majority of votes the appointment, as auditors for the financial statements for fiscal year 2014, the Estudio Deloitte & Co. represented by its partners, the accountants Marcelo Alberto Bastante and Alberto Adolfo Allemand, as Regular and Alternate accountants respectively. Voting results are as follows:

Positive votes: 449,388,533

Negative votes: 13,935

Abstentions from voting: 43,596,834

  • Budget allocation for the Auditing Committee (Capital Markets Law No 26,831) to retain professional advisory services.

The allocation of an amount of AR$ 281,250 to the Auditing Committee was approved by majority of votes, as follows:

Positive votes: 491,737,508

Negative votes: 17,397

Abstentions from voting: 1,244,397

  • Consideration of the amendment of section 1 and 3 of By-law, according to the new Capital Markets Law No 26,831 and its regulation.

The Shareholders’ Meeting approved:

a)Reform of section 1 of the Company’s Bylaws:

Section 1: Corporate Name and Domicile. Under the name “BBVA BANCO FRANCES S.A.” will continue to operate the corporation originally incorporated as “Banco Francés S.A.” The corporation has legal domicile in jurisdiction of the city of Buenos Aires, and special domiciles at the branches now in existence or to be created in the future, both in the Republic of Argentina and abroad, according to the legislation applicable to financial entities.

b)Reform of section 3 of the Company’s Bylaws.

Section 3:Object. “BBVA Banco Francés S. A." is a corporation (sociedad anónima) whose purpose is, according to the current laws applicable to financial entities, to carry out, within or without Argentina, transactions inherent to commercial banks, intermediating between demand and the public offer of financial resources. The authorized transactions are: a) To receive sight and term deposits; b) To give short-term bullet loans and other amortizing loans; c) To discount, buy and sell bills, promissory notes, pledges, checks, drafts and other negotiable papers; d) To give guarantees, sureties, and other bonds; to accept bills, drafts and other bills of exchange; to transfer funds and issue and acceptletters of credit; e) To give advances on loans from sales, purchase them, assume their risks, manage their collection and provide technical and administrative assistance; f) To invest in public securities; g) To make transitory investments in easily realizable securities; h) To invest in new issues of shares or notes, according to the regulations to be established; i) To receive securities under custody and render other services related to its activity; j) To manage on behalf of another the purchase and sale of transferable securities and serve as payer of dividends, amortization and interest, and to operate as an open market broker of securities; k) To make transactions in a foreign currency; l) To comply with duties and other tasks related to its transactions; m) To receive participation deposits in mortgage loans and special accounts; n) To issue mortgage-backed securities; o) To give loans to purchase, build, expand, reform, refurbish and preserve urban or rural real estate and the replacement of mortgage liens created for that same purpose; p) To get loans abroad and act as a broker for loans obtained in local or foreigncurrency; q) To issue corporate bonds (obligaciones negociables), r) To carry out all active, passive and service transactions not prohibited to it by the Financial Entities Law; and s) To serve and register in the record of the Argentine Securities Commission as Management Agent for Collective Investment Products, Custodian for Collective Investment Products, Trading Agent, Settlement and Clearing Agent, Broker, Capital Market Advisor Agent, Securities Broker and/or Custody, Registration and Paying Agent, taking into account the compatibilities established by the Argentine Securities Commission and upon compliance with the requirements established by that entity. To that end the company has full legal capacity to acquire rights, undertake obligations and perform any and all acts which are not forbidden by the laws or by these by-laws.”

Voting results are as follows:

Positive votes: 480,160,676

Negative votes: 11,604,162

Abstentions from voting: 1,234,464

There being no further business to discuss, the Meeting was adjourned at 5:15 p.m.

04/01/2014

  • Merger between BBVA Banco Francés S.A (Surviving Company) and Inversora OTAR S.A. (Merged Company)

STOCK SWAP

BBVA Banco Francés S.A hereby informs that at the Board Meeting held today, the Board of Directors has decided call for Regular and Special Shareholder’s meeting to be held on April 10, 2014.

BBVA Banco Francés S.A.(“BBVA Francés”) states that, in the merger proceeding between BBVA Francés and Inversora Otar S.A. (“Inversora Otar”) and pursuant to the terms and conditions duly approved by the Annual Meeting of Shareholders dated March 26, 2012, and the resolutions taken by the Board of Directors on March 26, 2014, BBVA Francés: (i) cancelled 50,410,182 ordinary book-entry shares with a nominal value of $1, and one vote per share of BBVA Francés; and (ii) issued simultaneously 50,410,182 ordinary book-entry shares with a nominal value of $1 and one vote per share of BBVA Francés, to be delivered in exchange to the former owners of Inversora Otar according to the breakdown below and pursuant to the exchange ratio duly approved of 0.003458221361 ordinary shares of BBVA Francés by each share of Inversora Otar.

1) BBV America S.L.: It was allocated 47,867,795 shares.

2) Corporación General Financiera: It was allocated 2,520,509 shares.

3) Romero Estate: It was allocated 21,878 shares.

The shareholders mentioned above are informed that the share swap will be performed as from April 1, 2014, at Reconquista 199, 7th floor.

This merger was authorized by the Central Bank of the Argentine Republic by Resolution No. 473 of July 18, 2013. Thereafter, it was approved by the Argentine Securities and Exchange Commission on August 8, 2013 by Resolution No. 17.155. Finally, on March 27, 2014, it was registered with the Superintendence of Corporations under No. 5302, Book 68 of Corporations.

Thus, the merger process of BBVA Francés and Inversora Otar was completed as well as the dissolution of Inversora Otar, and BBVA Francés remained as the surviving company for all purposes.

03/26/2014

  • Response to the request from the National Division of companies with state participation (shareholder ANSES).

We hereby address you to answer the letter received last March 20 whereby certain information is required from the President of BBVA Banco Francés S.A. (“BBVA Francés”) in order to vote in the Annual and Special Meeting of Shareholders to be held next April 10, 2014 (the “Meeting”).

Pursuant to the request, the requested information is furnished below:

1) “A Signed Copy of the Minutes of the Board of Directors Convening to the Annual and Special Meeting of Shareholders.”

A copy of Minutes of the Board of Directors No. 5130 of February 19, 2014 convening to the Meeting of Shareholders is attached hereto. Notwithstanding the above, such minutes have been made available to the public in general on the Online Financial Information Tool (Autopista de Información Financiera, AIF) on February 19, 2014 under ID 4-213007-D.

2) “A Copy of the Latest Version of the Restated By-laws.”

A copy of the latest restated Corporate By-laws dated May 3, 2012 is attached hereto. Notwithstanding the above, such by-laws have been made available to the public in general on Autopista de Información Financiera (AIF) on October 12, 2012 under ID 4-184780-D.

3) “Current (Regular and Alternate) Members of the Board of Directors with the Dates of Appointment and Currency of their Mandates”.

Below, there is a list of the members of the Board of Directors of BBVA Francés:

BBVA BANCO FRANCÉS S.A.
Full name / TITLE / Appointment / Exp. of Mandate
Jorge Carlos Bledel / Chairman / 3/26/12 / 12/31/14
José Manuel Tamayo Pérez / Vice Chairman / 4/9/13 / 12/31/13
Marcelo Gustavo Canestri / Regular Director / 4/9/13 / 12/31/13
Oscar Miguel Castro / Regular Director / 3/26/12 / 12/31/14
Luis Bernardo Juango Fitero / Regular Director / 3/30/11 / 12/31/13
Mario Luis Vicens / Regular Director / 4/9/13 / 12/31/14
Martín Ezequiel Zarich / Alternate Director / 3/26/12 / 12/31/14

Notwithstanding the above, such list has been made available to the public in general on Autopista de Información Financiera (AIF) on April 10, 2013 under ID 4-189945-D.

4) “Breakdown of the Shareholding Structure to Date.”

Below, there is the latest information available on the shareholding structure of BBVA Francés at February 28, 2014:

Name / Ordinary Shares / % Total Shares / Ordinary Shares
BBVA SA / 244,870,968 / 45.61% / 244,870,968
BBV AMERICA S.L. / 112,192,349 / 20.90% / 112,192,349
BBVA BANCO FRANCÉS SA / 50,410,182 / 9.39% / 50,410,182
BBVA CONSOLIDAR SEGUROS S INV CUST / 150,272 / 0.03% / 165,272
NON-GROUPED SHARES OF THE COUNTRY (6163) / 37,620,449 / 7.01% / 38,490,074
THE BANK OF NEW YORK MELLON ADRS / 48,293,199 / 9.00% / 47,408,474
ANSES FGS LAW 26425 / 42,439,494 / 7.90% / 42,439,494
UNIDENTIFIED / 45,014 / 0.01% / 45,014
TOTAL / 536,877,850 / 100.00% / 536,877,850

5) Regarding the items in the agenda:

1)(Item 2) “Consideration of the Annual Report, Annual Report on Corporate Responsibility, Financial Statements, Supplementary Information and other Accounting Information, Supervisory Committee’s Report and Auditor's Report, for Fiscal Year No. 139, ended December 31, 2013.”

A copy of the documentation to be considered at the Meeting is attached and identified in this item. Furthermore, such information has been made available to the public in general on Autopista de Información Financiera (AIF) on February 20, 2014 under ID 4-212982-D.

2) (Item 3) “Consideration of the performance of the Board of Directors, the General Manager and the Supervisory Committee.”

The Financial Statements and the Board of Directors’ Annual Report mentioned in the answer above describe clearly the performance of the Board of Directors, the General Manager and the Supervisory Committee of BBVA Francés.

3) (Item 4) “Consideration of the results for Fiscal Year No. 139, ended December 31, 2013. Treatment of Unallocated Earnings at December 31, 2013 for the amount of ARS2,024,244,063.47. The following allocations will be made: a) ARS404,848,812.69 to the Legal Reserve; (b) ARS28,800,000 to dividend distribution in cash subject to the authorization of the Central Bank of the Argentine Republic; and c) ARS1,590,595,250.78 to the optional reserve for future distribution of earnings, as provided for in Communication “A” 5273, subject to the authorization of the Central Bank of the Argentine Republic.”