65,208,729 shares BBVA BANCO FRANCÉS S.A. Ordinary Shares in the form of American Depositary Shares UNDERWRITING AGREEMENT July 18, 2017Underwriting Agreement • July 20th, 2017 • Bbva Banco Frances Sa • Commercial banks, nec • New York
BBVA Banco Francés S.A. (the “Company”), a corporation (sociedad anónima) organized under the laws of the Republic of Argentina (“Argentina”), proposes to issue and sell 65,211,930 ordinary shares, par value 1.00 Argentine peso (“Ps.”) per share, of the Company (“Shares”) in a global offering consisting of an international offering in the United States and other countries outside Argentina and a concurrent offering in Argentina (the “Argentine Offering”). The Shares offered in the United States and other countries outside Argentina will be delivered in the form of American depositary shares and will be evidenced in the form of American Depositary Receipts (“ADRs”) to be issued under a deposit agreement, dated as of December 1, 1993, as amended as of August 12, 1997, and as further amended and restated as of May 28, 2013, among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and owners and holders of American depositary shares issued thereunder (the “Deposit
