Book: Share Deposit Book and Record of Shareholders Meeting Attendance Book Number: 6 Consisting of 0250 pages Remarks: No remarks

Transcription

1 SUPERINTENDENCE OF COMPANIES (INSPECCIÓN GENERAL DE JUSTICIA) EXECUTIVE ORDER No. 754/95 LAW No. 23,412 ASSOCIATION OF NOTARIES PUBLIC IN AND FOR THE CITY OF BUENOS AIRES L Official Certification No. [Illegible] Belonging to: BANCO HIPOTECARIO S.A. Address: Reconquista 151 Book: Share Deposit Book and Record of Shareholders Meeting Attendance Book Number: 6 Consisting of 0250 pages Remarks: No remarks This Book is officially certified on this date with the involvement of the Certifying Notary Public duly authorized to be in charge of Notarial Register No. 453 in the City of Buenos Aires Buenos Aires, December 11, 2008 [Illegible [Seal:] Mónica Andrea Fernandez Resolution IGJ [Illegible] 25/08 - Books Official Certification Area [Illegible [Round seal:] Elizabeth A. Cordoba License 4253 Notary Public 1

2 GENERAL ORDINARY SHAREHOLDERS MEETING HELD ON APRIL 9, 2018 Order No. Date Year 2018 Day Mon th SHAREHOLDER (Full Name and Last Name) (Identity Document / Registration) (Address) BANCO DE LA NACIÓN ARGENTINA TRUSTEE OF THE FFFIR ASSISTANCE TRUST - BARTOLOMÉ MITRE 326 CITY OF BUENOS AIRES (DR) MANAGEMENT FUND - DECREE No. 2127/12 - SHARES BARTOLOMÉ MITRE 326 3RD FLOOR OFFICE 319 CITY OF BUENOS AIRES (DR) PROXY (Full Name and Last Name) (Identity Document) (Address) FRANCISCO URDANIZ H. YRIGOYEN 250 [Illegible] CITY OF BUENOS AIRES ID No (DL) FRANCISCO URDANIZ H. YRIGOYEN 250 [Illegible] CITY OF BUENOS AIRES ID No NATIONAL STATE MINISTRY OF ECONOMY - HIPÓLITO YRIGOYEN FLOOR - CITY OF BUENOS AIRES (DR) FRANCISCO URDANIZ H. YRIGOYEN 250 [Illegible] CITY OF BUENOS AIRES ID No BANCO DE LA NACIÓN ARGENTINA TRUSTEE OF THE PROGRAMA DE PROPIEDAD PARTICIPADA TRUST BARTOLOMÉ MITRE 326 (1428) CITY OF BUENOS AIRES (DR) BANCO DE LA NACIÓN ARGENTINA TRUSTEE OF THE FFFIR ASSISTANCE TRUST - BARTOLOMÉ MITRE 326 CITY OF BUENOS AIRES (DR) EDUARDO ROBERTO COUSO ID No B. MITRE 326 (1428) CITY OF FRANCISCO URDANIZ H. YRIGOYEN 250 [Illegible] CITY OF BUENOS AIRES ID No (DL) THE BANK OF NEW YORK ADRS - BARCLAY STREET 101 (10286) NEW YORK - U.S.A. (DR) THE BANK OF NEW YORK ADRS - BARCLAY STREET 101 (10286) NEW YORK- U.S.A. (DR) ARGENTINE SOCIAL SECURITY ADMINISTRATION TUCUMAN CITY OF FERNANDO LEDESMA PADILLA ID No B. MITRE RD FLOOR CITY OF JOSE MANUEL LOPEZ ALBERTI ID No B. MITRE 326 CITY OF IGNACIO GUSTAVO ALVAREZ PIZZO ID No TUCUMAN 500 CITY OF E COMMERCE LATINA S.A. Public Register of Commerce Registration No Book 9 Volume A - MORENO ST FLOOR - CITY OF BUENOS AIRES (DR) FLORIDA 537 [Illegible] CITY OF 2

3 IRSA INVERSIONES Y REPRESENTACIONES S. A. - Public Register of Commerce Registration No BOOK 146 Volume A - BOLÍVAR ST FLOOR - CITY OF BUENOS AIRES (DR) FLORIDA 537 [Illegible] CITY OF RITELCO S.A. - Public Register of Commerce File No PERU MENDOZA (DL) FLORIDA 537 [Illegible] CITY OF INVERSORA BOLÍVAR S.A. - Public Register of Commerce Registration No. 11 Book 1 - MORENO nd Floor - CITY OF BUENOS AIRES (DR) PALERMO INVEST S.A. - Public Register of Commerce Registration No BOOK 7 VOLUME OF STOCK COMPANIES - BOLÍVAR ST FLOOR - CITY OF BUENOS AIRES (DR) FLORIDA 537 [Illegible] CITY OF FLORIDA 537 [Illegible] CITY OF TYRUS S.A. FILE No. 1/ PROFESOR MARIÑO TEMPERLEY - BUENOS AIRES (DL) TZIAVARAS OLGA CRISTINA AND/OR DOMÍNGUEZ JORGE ALBERTO - VIAMONTE TH FLOOR OFFICE 01 - CITY OF FLORIDA 537 [Illegible] CITY OF OMÍNGUEZ JORGE ALBERTO TEODORO GARCÍA ST FLOOR APT. C - CITY OF BUENOS AIRES ID No (DR) 3

4 Number of Shares or Certificates No. of Shares Certificates, Shares or Certificates Capital $ Number of votes Signatures Class A Class B Class C Class D Order Securities Clearing House 658,500, ,500, ,500,000 [Illegible 6,006, ,006,443 6,006,443 [Illegible 30, ,880 30,880 [Illegible 57,009, ,009,279 57,009,279 [Illegible 75,000, ,000,000 75,000,000 [Illegible 210,000, ,000, ,000,000 [Illegible 90,905, ,905, ,715,000 [Illegible 74,037, ,037, ,111,795 [Illegible 58,367, ,367, ,103,670 [Illegible 52,439, ,439, ,319,505 [Illegible 48,760, ,760, ,280,000 [Illegible 35,698, ,698, ,095,170 [Illegible 33,553, ,553, ,659,111 [Illegible 7,084, ,084,300 21,252,900 [Illegible 5, ,000 15,000 [Illegible On April 3, 2018, this Register is closed with the attendance of 15 shareholders, holding 1,407,397,319 common shares in the aggregate, representing 96.16% of the outstanding capital stock and granting right to cast 2,629,098,753 votes representing 93.98% of all the votes cast by the Company in the aggregate. [Illegible signatures] On April 9, 2018, at p.m., the Meeting was attended by 14 Shareholders represented by Proxy and 1 of them on his own behalf, holding in the aggregate 1,407,397,319 common shares representing 96.16% of the outstanding capital stock and granting right to cast 2,629,098,753 votes representing 93.98% of all the votes cast by the Company in the aggregate. [Illegible signatures] 4

5 GENERAL EXTRAORDINARY SHAREHOLDERS MEETING HELD ON APRIL 9, 2018 Order No. Date Year 2018 Day Mon th SHAREHOLDER (Full Name and Last Name) (Identity Document / Registration) (Address) BANCO DE LA NACIÓN ARGENTINA TRUSTEE OF THE FFFIR ASSISTANCE TRUST - BARTOLOMÉ MITRE 326 CITY OF BUENOS AIRES (DR) MANAGEMENT FUND - DECREE No. 2127/12 - SHARES BARTOLOMÉ MITRE 326 3RD FLOOR OFFICE 319 CITY OF BUENOS AIRES (DR) PROXY (Full Name and Last Name) (Identity Document) (Address) FRANCISCO URDANIZ H. YRIGOYEN 250 [Illegible] CITY OF BUENOS AIRES ID No (DL) FRANCISCO URDANIZ H. YRIGOYEN 250 [Illegible] CITY OF BUENOS AIRES ID No (DL) NATIONAL STATE MINISTRY OF ECONOMY - HIPÓLITO YRIGOYEN FLOOR - CITY OF BUENOS AIRES (DR) FRANCISCO URDANIZ H. YRIGOYEN 250 [Illegible] CITY OF BUENOS AIRES ID No (DL) BANCO DE LA NACIÓN ARGENTINA TRUSTEE OF THE PROGRAMA DE PROPIEDAD PARTICIPADA TRUST BARTOLOMÉ MITRE 326 (1428) CITY OF BUENOS AIRES (DR) BANCO DE LA NACIÓN ARGENTINA TRUSTEE OF THE FFFIR ASSISTANCE TRUST - BARTOLOMÉ MITRE 326 CITY OF BUENOS AIRES (DR) EDUARDO ROBERTO COUSO ID No B. MITRE 326 (1428) CITY OF FRANCISCO URDANIZ H. YRIGOYEN 250 [Illegible] CITY OF BUENOS AIRES ID No (DL) THE BANK OF NEW YORK ADRS - BARCLAY STREET 101 (10286) NEW YORK - U.S.A. (DR) THE BANK OF NEW YORK ADRS - BARCLAY STREET 101 (10286) NEW YORK- U.S.A. (DR) ARGENTINE SOCIAL SECURITY ADMINISTRATION TUCUMAN CITY OF FERNANDO LEDESMA PADILLA ID No B. MITRE RD FLOOR CITY OF JOSE MANUEL LOPEZ ALBERTI ID No B. MITRE 326 CITY OF IGNACIO GUSTAVO ALVAREZ PIZZO ID No TUCUMAN 500 CITY OF E COMMERCE LATINA S.A. Public Register of Commerce Registration No Book 9 Volume A - MORENO ST FLOOR - CITY OF BUENOS AIRES (DR) FLORIDA 537 [Illegible] CITY OF 5

6 IRSA INVERSIONES Y REPRESENTACIONES S. A. - Public Register of Commerce Registration No BOOK 146 Volume A - BOLÍVAR ST FLOOR - CITY OF BUENOS AIRES (DR) FLORIDA 537 [Illegible] CITY OF RITELCO S.A. - Public Register of Commerce File No PERU MENDOZA (DL) FLORIDA 537 [Illegible] CITY OF INVERSORA BOLÍVAR S.A. - Public Register of Commerce Registration No. 11 Book 1 - MORENO nd Floor - CITY OF BUENOS AIRES (DR) PALERMO INVEST S.A. - Public Register of Commerce Registration No BOOK 7 VOLUME OF STOCK COMPANIES - BOLÍVAR ST FLOOR - CITY OF BUENOS AIRES (DR) FLORIDA 537 [Illegible] CITY OF FLORIDA 537 [Illegible] CITY OF TYRUS S.A. FILE No. 1/ PROFESOR MARIÑO TEMPERLEY - BUENOS AIRES (DL) TZIAVARAS OLGA CRISTINA AND/OR DOMÍNGUEZ JORGE ALBERTO - VIAMONTE TH FLOOR OFFICE 01 - CITY OF FLORIDA 537 [Illegible] CITY OF DOMINGUEZ JORGE ALBEERTO TEODORO GARCÍA ST FLOOR APT. C - CITY OF BUENOS AIRES ID No. 4,372,513 (DR) 6

7 Number of Shares or Certificates No. of Shares Certificates, Shares or Certificates Capital $ Number of votes Signatures Class A Class B Class C Class D Order Securities Clearing House 658,500, ,500, ,500,000 [Illegible 6,006, ,006,443 6,006,443 [Illegible 30, ,880 30,880 [Illegible 57,009, ,009,279 57,009,279 [Illegible 75,000, ,000,000 75,000,000 [Illegible 210,000, ,000, ,000,000 [Illegible 90,905, ,905, ,715,000 [Illegible 74,037, ,037, ,111,795 [Illegible 58,367, ,367, ,103,670 [Illegible 52,439, ,439, ,319,505 [Illegible 48,760, ,760, ,280,000 [Illegible 35,698, ,698, ,095,170 [Illegible 33,553, ,553, ,659,111 [Illegible 7,084, ,084,300 21,252,900 [Illegible 5, ,000 15,000 [Illegible On April 3, 2018, this Register is closed with the attendance of 15 shareholders, holding 1,407,397,319 common shares in the aggregate, representing 96.16% of the outstanding capital stock and granting right to cast 2,629,098,753 votes representing 93.98% of all the votes cast by the Company in the aggregate. [Illegible signatures] On April 9, 2018, at 1 p.m., the Meeting was attended by 14 Shareholders represented by Proxy and 1 of them on his own behalf, holding in the aggregate 1,407,397,319 common shares representing 96.16% of the outstanding capital stock and granting right to cast 2,629,098,753 votes representing 93.98% of all the votes cast by the Company in the aggregate. [Illegible signatures] SPECIAL MEETING OF CLASS D SHAREHOLDERS HELD ON APRIL 9,

8 Order No. Date Year 2018 Day Mon th SHAREHOLDER (Full Name and Last Name) (Identity Document / Registration) (Address) THE BANK OF NEW YORK ADRS - BARCLAY STREET 101 (10286) NEW YORK - U.S.A. (DR) THE BANK OF NEW YORK ADRS - BARCLAY STREET 101 (10286) NEW YORK - U.S.A. (DR) ARGENTINE SOCIAL SECURITY ADMINISTRATION TUCUMAN 500 CITY OF E COMMERCE LATINA S.A. Public Register of Commerce Registration No Book 9 Volume A - MORENO ST FLOOR - CITY OF BUENOS AIRES (DR) IRSA INVERSIONES Y REPRESENTACIONES S. A. - Public Register of Commerce Registration No BOOK 146 Volume A - BOLÍVAR ST FLOOR - CITY OF BUENOS AIRES (DR) PROXY (Full Name and Last Name) (Identity Document) (Address) FERNANDO LEDESMA PADILLA ID No B. MITRE RD FLOOR CITY OF JOSE MANUEL LOPEZ ALBERTI ID No B. MITRE 326 CITY OF BUENOS AIRES (DL) IGNACIO GUSTAVO ÁLVAREZ PIZZO ID No TUCUMAN 500 CITY OF FLORIDA TH FLOOR CITY OF FLORIDA TH FLOOR CITY OF RITELCO S.A. - Public Register of Commerce File No PERU MENDOZA (DL) FLORIDA TH FLOOR CITY OF INVERSORA BOLÍVAR S.A. - Public Register of Commerce Registration No. 11 Book 1 - MORENO nd Floor - CITY OF BUENOS AIRES (DR) PALERMO INVEST S.A. - Public Register of Commerce Registration No BOOK 7 VOLUME OF STOCK COMPANIES - BOLÍVAR ST FLOOR - CITY OF BUENOS AIRES (DR) FLORIDA TH FLOOR CITY OF FLORIDA TH FLOOR CITY OF TYRUS S.A. FILE No. 1/ PROFESOR MARIÑO TEMPERLEY - BUENOS AIRES (DL) FLORIDA TH FLOOR CITY OF 8

9 TZIAVARAS OLGA CRISTINA AND/OR DOMÍNGUEZ JORGE ALBERTO - VIAMONTE TH FLOOR OFFICE 01 - CITY OF DOMINGUEZ JORGE ALBEERTO TEODORO GARCÍA ST FLOOR APT. C - CITY OF BUENOS AIRES ID No. 4,372,513 (DL) 9

10 Number of Shares or Certificates No. of Shares Certificates, Shares or Certificates Capital $ Number of votes Signatures Class A Class B Class C Class D Order Securities Clearing House 210,000, ,000, ,000,000 [Illegible 90,905, ,905, ,715,000 [Illegible 74,037, ,037, ,111,795 [Illegible 58,367, ,367, ,103,670 [Illegible 52,439, ,439, ,319,505 [Illegible 48,760, ,760, ,280,000 [Illegible 35,698, ,698, ,095,170 [Illegible 33,553, ,553, ,659,111 [Illegible 7,084, ,084,300 21,252,900 [Illegible 5, ,000 15,000 [Illegible On April 3, 2018, this Register is closed with the attendance of 10 shareholders, holding 610,850,717 Class D common shares, representing 91.66% of the capital stock of such Class and granting right to cast 1,832,552,151 votes. [Illegible signatures] On April 9, 2018, at 1.10 p.m., the Meeting was attended by 9 Shareholders represented by Proxy and 1 Shareholder on his own behalf holding in the aggregate 610,850,717 common shares representing 91.58% of the outstanding capital stock and granting right to cast 1,832,552,151 votes representing 91.58% of all the votes cast by the Company in the aggregate. [Illegible signatures] 10

11 SPECIAL MEETING OF CLASS B SHAREHOLDERS HELD ON APRIL 9, 2018 Order No. Date Year 2018 Day Mon th SHAREHOLDER (Full Name and Last Name) (Identity Document / Registration) (Address) BANCO DE LA NACIÓN ARGENTINA TRUSTEE OF THE PROGRAMA DE PROPIEDAD PARTICIPADA TRUST - BARTOLOMÉ MITRE 326 (1428) CITY OF BUENOS AIRES (DR) PROXY (Full Name and Last Name) (Identity Document / Registration) (Address) EDUARDO ROBERTO COUSO ID No B. MITRE 326 (1428) CITY OF Number of Shares or Certificates No. of Shares Certificates, Shares or Certificates Capital $ Number of votes Signatures Class A Class B Class C Class D Order Securities Clearing House 57,009, ,009,279 57,009,279 [Illegible On April 3, 2018, this Register is closed with the attendance of 1 shareholder, holding 57,009,279 Class B common shares, representing 100% of the capital stock of such Class and granting right to cast 57,009,279 votes. [Illegible signatures] On April 9, 2018, at 1.20 p.m., the Meeting was attended by 1 Shareholder represented by Proxy, holding in the aggregate 57,009,279 Class B common shares representing 100% of the capital stock of such Class and granting right to cast 57,009,279 votes. [Illegible signatures] 11

12 SPECIAL MEETING OF CLASS C SHAREHOLDERS HELD ON APRIL 9, 2018 Order No. Date Year 2018 Day Mon th SHAREHOLDER (Full Name and Last Name) (Identity Document / Registration) (Address) BANCO DE LA NACIÓN ARGENTINA TRUSTEE OF THE FFFIR ASSISTANCE TRUST - BARTOLOMÉ MITRE 326 CITY OF BUENOS AIRES (DR) PROXY (Full Name and Last Name) (Identity Document) (Address) FRANCISCO URDANIZ H. YRIGOYEN 250 [Illegible] CITY OF BUENOS AIRES ID No (DL) Number of Shares or Certificates No. of Shares Certificates, Shares or Certificates Capital $ Number of votes Signatures Class A Class B Class C Class D Order Securities Clearing House 75,000, ,000,000 75,000,000 [Illegible On April 3, 2018, this Register is closed with the attendance of 1 shareholder, holding 75,000,000 Class C common shares, representing 100% of the capital stock of such Class and granting right to cast 75,000,000 votes. [Illegible signatures] On April 9, 2018, at 1.25 p.m., the Meeting was attended by 1 Shareholder represented by Proxy, holding in the aggregate 75,000,000 Class C common shares representing 100% of the outstanding capital stock of such class and granting right to cast 75,000,000 votes. [Illegible signatures] 12

13 SUPERINTENDENCE OF COMPANIES (INSPECCIÓN GENERAL DE JUSTICIA) EXECUTIVE ORDER No. 754/95 LAW No. 23,412 ASSOCIATION OF NOTARIES PUBLIC IN AND FOR THE CITY OF BUENOS AIRES L Official Certification No Belonging to: BANCO HIPOTECARIO S.A. Address: Reconquista 151 Book: Shareholders Meetings Minutes Book Number: 2 Consisting of 0500 pages Remarks: No remarks This Book is officially certified on this date with the involvement of the Certifying Notary Public duly authorized to be in charge of Notarial Register No. 453 in the City of Buenos Aires Buenos Aires, May 9, 2008 [Illegible [Seal:] Stella Maris Castorina Head - Books Official Certification Area [Illegible [Round seal:] Elizabeth A. Cordoba License 4253 Notary Public 13

14 MINUTES OF GENERAL ORDINARY SHAREHOLDERS MEETING No In the City of Buenos Aires on April 9, 2018 at p.m. a General Ordinary Shareholders Meeting was held at the registered office located at Reconquista 151, 7th floor, City of Buenos Aires, by the shareholders of "BANCO HIPOTECARIO S.A." registered on pages 158 through 161 of the Company s Share Deposit Book and Record of Shareholders Meeting Attendance Nº 6, in order to deal with the Agenda items included in the Notice of Meeting described in Board Minutes No. 421 dated March 7, 2018, as published in the Official Gazette and in El Cronista Comercial Newspaper from March 12 to and including March 16, The Shareholders Meeting was attended, on first call, by 14 shareholders represented by proxy and by 1 shareholder acting on his own behalf, holding in the aggregate 1,407,397,319 common book-entry Class "A", B, "C" and "D" shares, representing 96.16% of the outstanding capital stock and entitled to cast 2,629,098,753 votes. The Shareholders Meeting was presided over by Mr. Eduardo Sergio ELSZTAIN as Chairman of the Company. The meeting was attended by Directors: Mario BLEJER, Francisco SUSMEL, Juan Rubén JURE, Fernando RECALDE, Martín LANFRANCO, Julio DREIZZEN, Carlos PÍSULA, Gabriel REZNIK, Pablo VERGARA DEL CARRIL, Ernesto VIÑES, Mauricio WIOR and Saúl ZANG. Moreover, Statutory Auditors, Francisco GONZÁLEZ, Héctor IVANCICH, Daniel ABELOVICH, Ricardo FLAMMINI and Marcelo FUXMAN were also present. In addition, the General Manager, Mr. Manuel HERRERA was also present. Further, Accountant Ariel SCHMUTZ attended the meeting on behalf of Bolsas y Mercados Argentinos S.A. Then, upon quorum being verified and as no objections were raised against holding the meeting, the Chairman called the meeting to order and submitted the first Agenda item: I. APPOINTMENT OF TWO SHAREHOLDERS TO APPROVE AND SIGN THE MINUTES The representative of Shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, asked for the floor and proposed that the Shareholders Meeting Minutes be approved and signed by the representatives of Shareholders IRSA INVERSIONES Y REPRESENTACIONES S.A. and NATIONAL STATE, anticipating her affirmative vote in that sense. Next, the Chairman submitted to consideration of the Shareholders the motion thus made. The Shareholders cast their votes, and the Chairman informed that the motion was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Next, the Chairman submitted the second Agenda item: II. REVIEW OF DOCUMENTS REQUIRED UNDER SECTION 234, SUBSECTION 1, OF LAW No. 19,550 FOR THE FISCAL YEAR ENDED DECEMBER 31, In this respect, the Chairman remarked that all the documentation constituting the Financial Statements, Annual Report, Sustainability Report and Corporate Governance Report for the Fiscal Year ended 12/31/2017 had been unanimously approved by the Board of Directors at their meeting held on February 5 of the current year. He further stated that the Financial 14

15 Statements to be considered include the relevant reports of the Supervisory Committee and the Independent Auditors of the Company and that such documentation had been made available to the Shareholders by publishing it in the Official Gazette on , and in the CNV's Financial Information Highway on and by making it available to Shareholders at the Bank s General Secretary s Office. The floor was yielded to the representative of Shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, who motioned and anticipated her affirmative vote to take as read and to approve the aforementioned documents in the manner in which they were submitted to the consideration of the Shareholders, i.e., Financial Statements for the Fiscal Year ended December 31, 2017, consisting of the Balance Sheet and the Consolidated Balance Sheet, the Statement of Income and the Consolidated Statement of Income, the Statement of Cash Flow and Cash Equivalents, the Consolidated Statement of Cash Flow and Cash Equivalents, the Statement of Changes in Shareholders Equity, the respective Exhibits and Notes as well as the Annual Report, the Sustainability Report and the Corporate Governance Report corresponding to the aforementioned Fiscal Year and the Supervisory Committee s report. The motion was submitted to consideration of the Shareholders and the motion was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Then, the Chairman submitted the third Agenda item: III. CONSIDERATION OF ALLOCATION OF NET INCOME FOR THE FISCAL YEAR ENDED DECEMBER 31, The Chairman informed the Shareholders that the Board proposed distribution of income for the fiscal year for $ 1,593,439 thousand as of December 31, 2017 as follows: A) Statutory Reserve, i.e. 20% or $ 318,688 thousand and b) cash dividends payable to common shares for $ 200,000 thousand and c) the balance, i.e. $1,074,751 thousand to be allocated to the Optional Reserve for Future Dividend Distributions. It was highlighted at this stage of the Meeting that payment of dividends in in accordance with the Company s policy concerning dividends and that, pursuant to the effective legislation, the Company is in condition to offer its shareholders the payment of dividends amounting to $ 200 million. The representative of Shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and anticipated her affirmative vote so that unappropriated retained earnings for $ 1,593,439 thousand recorded as of December 31, 2017 be distributed as proposed by the Board, that is: a) Statutory Reserve, i.e. 20% or $ 318,688 thousand and b) cash dividends payable to common shares for $ 200,000 thousand and c) the balance, i.e. $1,074,751 thousand to be allocated to the Optional Reserve for Future Dividend Distributions. The motion was submitted to vote and the Chairman informed that the motion was unanimously approved by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Then, the Chairman submitted the fourth Agenda item: IV. CONSIDERATION OF BOARD OF DIRECTORS AND SUPERVISORY 15

16 COMMITTEE S PERFORMANCE. The representative of Shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote for the approval of performance of Directors and members of the Supervisory Committee in connection with all actions taken thereby during the fiscal year under analysis. The motion was submitted to vote and the Chairman informed that it was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Then, the Chairman submitted the fifth Agenda item: V. CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 FOR $ 30,893.7 THOUSAND (TOTAL COMPENSATIONS). In this regard, the Chairman gave the floor to the representative of Shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, who motioned and cast her affirmative vote for the approval of all the compensation amounts received by the Board of Directors as and for the amounts advanced to each of its members as credited to their respective accounts. The motion was submitted to vote and was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Then, the Chairman submitted to consideration of the Shareholders the sixth Agenda item: VI. DETERMINATION OF FEES PAYABLE TO THE EXECUTIVE COMMITTEE FOR THE TECHNICAL ADMINISTRATIVE DUTIES DISCHARGED DURING THE FISCAL YEAR ENDED DECEMBER 31, 2017 (SECTION 14, SUBSECTION C) OF THE BYLAWS. The representative of shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote for payment of $ 36,198.3 thousand to the Executive Committee members as provided in Section 14, subsections C) and D) of the Bylaws, which amount shall be charged to the income statement of fiscal year The motion was submitted to vote and the Chairman informed that it was approved by 2,406,986,958 affirmative votes, representing 91.55% of the votes cast. 222,111,795 negative votes were recorded, representing 8.45% of votes cast by Shareholder identified under Order Number 8 (ARGENTINE SOCIAL SECURITY ADMINISTRATION SUSTAINABILITY FUND Law No. 24,625). Then, the Chairman submitted to consideration the seventh Agenda item: VII. AUTHORIZATION FOR THE PAYMENT OF ADVANCE FEES AND COMPENSATION TO DIRECTORS FOR UP TO SUCH AMOUNT AS MAY BE DETERMINED, CONTINGENT UPON THE RESOLUTION TO BE ADOPTED IN SUCH REGARD BY THE GENERAL ORDINARY SHAREHOLDERS MEETING THAT CONSIDERS THIS FISCAL YEAR The representative of shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote so that during the current fiscal year the directors be paid on a monthly basis an individual compensation similar to the one paid 16

17 during 2017, but increased in the same proportion and as many times as the salary rises acknowledged to employees under the scope of the applicable collective bargaining employment contract, and according to the compensations prevailing in the market for individuals serving managerial positions, in advance of what may be resolved by the General Ordinary Shareholders Meeting that will consider this fiscal year The Shareholders cast their votes, and the motion was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Thereafter, the Chairman submitted to vote the eighth Agenda item: VIII. CONSIDERATION OF FEES PAYABLE TO THE SUPERVISORY COMMITTEE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 FOR $ 8,060.3 THOUSAND AND AUTHORIZATION FOR THE PAYMENT OF ADVANCE FEES DURING 2018, SUBJECT TO THE APPROVAL OF THE GENERAL ORDINARY SHAREHOLDERS MEETING THAT CONSIDERS THIS FISCAL YEAR In this respect, the representative of shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote for the approval of the global fees already collected by the Statutory Auditors as and for the amounts advanced to each one of them as credited into their respective accounts. In addition, she motioned to authorize that during the current fiscal year Statutory Auditors be paid on a monthly basis an individual compensation similar to the one paid during 2017, but increased in the same proportion and as many times as the salary rises acknowledged to employees under the scope of the applicable collective bargaining employment contract, in advance of what may be resolved by the ordinary shareholders meeting that will consider fiscal year The motion was submitted to vote by the Shareholders and the Chairman informed that it was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Prior to consideration of the ninth Agenda item, the representative of shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote for the postponement of the Meeting in order to consider the ninth, tenth and eleventh Agenda items on May 8, at 1 p.m. The Shareholders cast their votes, and the motion was approved unanimously by 1,999,098,753 affirmative votes, representing 76.04% of the votes cast, with the abstention of Shareholder identified under Order Number 6 (THE BANK OF NEW YORK ADRS) for 630,000,000 votes. Thereafter, the Chairman submitted to vote the Twelfth Agenda item: Thereafter, the Chairman submitted to vote the twelfth Agenda item: XII. CONSIDERATION OF CLARIFICATIONS OF THE TERMS AND CONDITIONS OF THE GLOBAL NOTE PROGRAM FOR ISSUANCE OF SIMPLE NOTES FOR AN AGGREGATE PRINCIPAL AMOUNT OF UP TO US$ 1,500,000,000 (OR ITS EQUIVALENT IN PESOS OR OTHER CURRENCIES) CURRENTLY IN FORCE, AS APPROVED BY RESOLUTION OF THE 17

18 SHAREHOLDERS MEETING DATED MAY 23, 2008, AND EXTENDED BY RESOLUTION OF THE SHAREHOLDERS MEETING DATED APRIL 13, At this stage of the Meeting, the Chairman informed that the Argentine Securities Commission ("CNV") had required consideration by the Shareholders of certain clarifications of the terms and conditions of the Global Note Program for Issuance of Simple Notes for an aggregate principal amount of up to US$ 1,500,000,000 (or its equivalent in Pesos or other currencies) currently in force, as approved by resolution of the Shareholders Meeting dated May 23, 2008, and extended by resolution of the Shareholders Meeting dated April 13, 2016 (the "Program"). Such clarifications are related to the possibility of issuing notes referred to as Acquisition Value Units (Unidades de Valor Adquisitivo) which may be adjusted as per the Reference Stabilization Ratio (CER, for its Spanish acronym) Law No. 25,827 ("UVA", for its Spanish acronym), pursuant to the conditions set forth by the Central Bank of Argentina (the "BCRA") under Communication "A" 6069 thereof, as amended and supplemented, and in line with the terms provided for by Section 40 bis of Article V, Chapter V, Title II of the CNV Regulations (Restated Text 2013, as amended.) In line with the terms indicated above and in order to contribute to the purposes established under General Resolution 718-E/2018 issued by the CNV and aimed at promoting savings in Argentine currency in the long run, reducing structural household deficit conditions and further fostering economic growth and employment growth through investment in household units, it is placed on record that it is the Bank intention to continue with the creation and granting of mortgage-backed loans, which principal amounts shall be adjusted pursuant to value changes in connection with UVA as published by the BCRA and aimed at providing long-term funding for acquisition, construction and/or enlargement of households in Argentina. In this regard, it is a priority for the Bank to obtain funding from the capital market through issuance of UVA-denominated notes. Therefore, as it is known to the Shareholders, the Bank has been the first issuer under the public offering system subject to CNV s control of UVA-denominated notes. These are the Class XLIII Notes, authorized by the CNV and dated April 25, 2017, issued by the Bank on May 8, In turn, the Bank has recently issued Class L Notes, which are also UVA-denominated notes, authorized by the CNV on February 1, 2018 and issued by the Bank on February 14, Consistently with the foregoing, the Shareholders are requested to agree to the ratification and clarification of the Program terms and conditions, which specific terms were approved by the Board of Directors by virtue of the powers delegated originally to the Shareholders Meeting held on May 23, 2008 and renewed at the Shareholders Meetings held on April 30, 2010, March 27, 2012, March 24, 2014 and April 13, Where in section "Offer and Negotiation" of the Program, paragraph "a) Description of the Notes," under Title "General" (page 232, fourth paragraph) it reads: "Notes may be also issued with principal and/or interest payable in one or more currencies other than the currency of denomination thereof, if permitted under the Argentine 18

19 laws (the "Double Currency Notes") or tied to any index and/or formula (the "Indexed Notes)," both the spirit and construction of this paragraph must lead us to understand that it includes the possibility and authority of the Bank to issue UVA-denominated notes, pursuant to the terms set forth by the BCRA under Communication "A" 6069, as amended and supplemented and in line with the terms provided for by Section 40 bis of Article V, Chapter V, Title II of the CNV Regulations (Restated Text 2013, as amended.) The representative of shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote to (i) include the relevant clarification indicating that, where in section "Offer and Negotiation" of the Program, paragraph "a) Description of the Notes," under Title "General" (page 232, fourth paragraph) it reads: "Notes may be also issued with principal and/or interest payable in one or more currencies other than the currency of denomination thereof, if permitted under the Argentine laws (the "Double Currency Notes") or tied to any index and/or formula (the "Indexed Notes)," both the spirit and construction of this paragraph must lead us to understand that it includes the possibility and authority of the Bank to issue UVA-denominated notes, pursuant to the terms set forth by the BCRA under Communication "A" 6069, as amended and supplemented and in line with the terms provided for by Section 40 bis of Article V, Chapter V, Title II of the CNV Regulations (Restated Text 2013, as amended); and (ii) delegate to the Bank s Board of Directors the power to resolve the proceedings as may be necessary and pertinent in order to make the relevant clarifications included in (i) above, with the broadest powers to approve and sign the documents as may be pertinent and, in turn, confer authority to the Board of Directors to sub-delegate the powers mentioned to one or more members thereof, Bank managers or to the individuals as may be determined, vested with the broadest powers pursuant to the terms provided for by the effective regulations and further empower the Board of Directors to introduce any amendments to the Program as may be pertinent, if necessary, in order to adapt the language thereof to the effective regulations and carry out any and all proceedings as may be necessary before the pertinent controlling agencies, being further empowered to sub-delegate such powers to one or more Board of Directors members, Bank managers or to the individuals as may be determined, vested with the broadest powers. The motion was submitted to vote by the Shareholders and it was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Then, the Chairman submitted to consideration the thirteenth Agenda item: XIII. CONSIDERATION OF RENEWAL OF THE DELEGATION ON THE BOARD OF DIRECTORS OF POWERS TO SET THE TIME AND CURRENCY OF ISSUE, TERM, PRICE, METHOD AND CONDITIONS OF PAYMENT, TYPE AND RATE OF INTEREST, USE OF PROCEEDS, AND FURTHER TERMS AND CONDITIONS OF EACH SERIES AND/OR TRANCHE OF NOTES TO BE ISSUED UNDER THE GLOBAL NOTE 19

20 PROGRAM FOR ISSUANCE OF SIMPLE NOTES FOR A PRINCIPAL AMOUNT OF UP TO US$ 1,500,000,000 (OR ITS EQUIVALENT IN PESOS OR OTHER CURRENCIES) CURRENTLY IN FORCE, AS APPROVED BY RESOLUTION OF THE SHAREHOLDERS MEETING DATED MAY 23, 2008, AND EXTENDED BY RESOLUTION OF THE SHAREHOLDERS MEETING DATED APRIL 13, The Chairman informed the Shareholders that it was convenient to renew the powers delegated on the Board of Directors of the Company as per the resolution of the Shareholders Meetings dated May 23, 2008, April 30, 2010, March 27, 2012, March 24, 2014 and April 13, 2016, to set the time and currency of issue, term, price, method and conditions of payment, type and rate of interest, use of proceeds, and further terms and conditions of each series and/or tranche of notes to be issued under the Global Note Program for Issuance of Simple Notes for a principal amount of up to US$ 1,500,000,000 (or its equivalent in Pesos or other currencies) currently in force, as approved by resolution of the Shareholders Meeting dated May 23, 2008, and extended by resolution of the Shareholders Meeting dated April 13, 2016 (the Program ). The representative of Shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote for: (i) the approval of the renewal of delegation on the Board of Directors of the broadest powers to: (a) approve and execute any and all agreements and documents related to the Program and issuance of each class and/or series of notes thereunder, and (b) set the time and currency of issue, denomination, term, price, method and conditions of payment, type and rate of interest, use of proceeds, and further terms and conditions of each series and/or tranche of notes to be issued under the Program; and (ii) confer authority to the Board of Directors to sub-delegate the powers mentioned in (i) above to one or more members thereof, Company managers or to the individuals as may be determined, pursuant to the terms provided for by the effective regulations. Such powers shall include: (a) to apply for any and all authorizations and approvals as may be necessary before the competent agencies for authorization of the public offering of the program and classes and/or series of notes as may be issued thereunder before the Argentine Securities Commission and listing thereof in the securities markets authorized of Argentina and/or abroad as may be determined by the Board of Directors in due course, Caja de Valores S.A. and/or other equivalent entities as may be applicable, (b) execute any and all agreements and documents as may be necessary for implementation of the Program and issuance and placement of the classes and/or series of notes thereunder, and make any amendments, clarifications, deletions or additions as may be deemed necessary by the Board or as may be required by the Argentine Securities Commission, securities markets authorized of Argentina and/or abroad, Caja de Valores S.A. and/or other equivalent entities as may be applicable. The motion was submitted to vote by the Shareholders and it was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes 20

21 cast. No negative votes were recorded. Then, the Chairman submitted to consideration the fourteenth Agenda item: XIV. CONSIDERATION OF APPROVAL TO BE ENROLLED WITH THE REGISTER OF FREQUENT ISSUERS, IN ORDER TO ISSUE ANY KIND OF NEGOTIABLE SECURITIES. DELEGATIONS AND AUTHORIZATIONS. The representative of shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote to approve: (i) Registration of the Company with the Argentine Securities Commission as frequent issuer of any kind of negotiable securities; (ii) delegations on the Board of Directors of such registration s implementation; (iii) authority to be conferred to the Board of Directors to sub-delegate the powers mentioned in (i) above to one or more members thereof, Company managers or to the individuals as may be determined, pursuant to the terms provided for by the effective regulations. The motion was submitted to vote by the Shareholders and it was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Then, the Chairman submitted to consideration the fifteenth Agenda item: XV. APPROVAL OF AUDIT COMMITTEE S ANNUAL BUDGET. The Chairman remarked that, at its Meeting held on March 7, 2018, the Board of Directors had resolved to propose to the Shareholders to fix the Audit Committee s Annual Budget in the amount of $ 2,300,000 (Two Million Three Hundred Thousand Pesos). The representative of shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote for the approval of such proposal made by the Board of Directors and to fix the Audit Committee s annual budget in the amount of $ 2,300,000 (Two Million Three Hundred Thousand Pesos). The motion was submitted to consideration of the Shareholders and it was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Thereafter, the Chairman submitted to vote the Sixteenth Agenda item: XVI. APPOINTMENT OF REGULAR AND ALTERNATE CERTIFYING ACCOUNTANTS FOR FISCAL YEAR In this regard, the Chairman informed that, at its Meeting held on March 7, 2018, the Board of Directors of the Company had resolved to recommend this Shareholders Meeting the engagement of Price Waterhouse & Co. Firm through the appointment of Certified Public Accountants, Mr. Diego Sisto and Mr. Carlos Alberto Pace, as regular and alternate independent auditors, respectively, and for them to sign as certifying accountants the financial statements for Fiscal Year 2018, highlighting that for such purpose, the favorable opinion issued by the Audit Committee at its meeting held on February 5, 2018 had been taken into account, which opinion was made available to the Shareholders. In addition, it was put on record that, in accordance with the provisions of the Regulations of the Argentine Securities Commission, the regular and alternate independent auditors of the aforementioned Firm had filed with the Argentine Securities Commission the affidavit provided 21

22 for in Section 104 of Law No. 26,831 and that such affidavits had been published in Bolsas y Mercados Argentinos S.A. s Bulletin and the CNV s Financial Information Highway. The representative of shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote for the approval of the appointment of the partners of the firm Price Waterhouse & Co., Public Accountants Mr. Diego Sisto and Mr. Carlos Alberto Pace, as regular and alternate auditor, respectively, for purposes of certifying the company s financial statements for the Fiscal Year ending 12/31/2018. The Shareholders cast their votes, and the motion was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. There being no further business to transact, the meeting rose at 1 p.m. It was put on record that the Meeting was postponed until May 8, 2018 at 1 p.m. for the purposes of consideration of the 9 th, 10 th and 11 th Agenda items. [Illegible signatures] 22

23 MINUTES OF GENERAL EXTRAORDINARY SHAREHOLDERS MEETING No In the City of Buenos Aires on April 9, 2018 at 1.05 p.m. a General Extraordinary Shareholders Meeting was held at the registered office located at Reconquista 151, 7th floor, City of Buenos Aires, by the shareholders of "BANCO HIPOTECARIO S.A." registered on pages 162 through 165 of the Company s Share Deposit Book and Record of Shareholders Meeting Attendance Nº 6, in order to deal with the Agenda items included in the Notice of Meeting described in Board Minutes No. 421 dated March 7, 2018, as published in the Official Gazette and in El Cronista Comercial Newspaper from March 12 to and including March 16, The Shareholders Meeting was attended, on first call, by 14 shareholders represented by proxy and by 1 shareholder acting on his own behalf, holding in the aggregate 1,407,937,319 common book-entry Class "A", B, "C" and "D" shares, representing 96.16% of the outstanding capital stock and entitled to cast 2,629,098,753 votes. The Shareholders Meeting was presided over by Mr. Eduardo Sergio ELSZTAIN as Chairman of the Company. The meeting was attended by Directors: Mario BLEJER, Francisco SUSMEL, Juan Rubén JURE, Fernando RECALDE, Martín LANFRANCO, Julio DREIZZEN, Carlos PÍSULA, Gabriel REZNIK, Pablo VERGARA DEL CARRIL, Ernesto VIÑES, Mauricio WIOR and Saúl ZANG. Moreover, Statutory Auditors, Francisco GONZÁLEZ, Héctor IVANCICH, Daniel ABELOVICH, Ricardo FLAMMINI and Marcelo FUXMAN were also present. In addition, the General Manager, Mr. Manuel HERRERA was also present. Further, Accountant Ariel SCHMUTZ attended the meeting on behalf of Bolsas y Mercados Argentinos S.A. Then, upon quorum being verified and as no objections were raised against holding the meeting, the Chairman called the meeting to order and submitted the first Agenda item: I. APPOINTMENT OF TWO SHAREHOLDERS TO APPROVE AND SIGN THE MINUTES The representative of Shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, asked for the floor and proposed that the Shareholders Meeting Minutes be approved and signed by the representatives of Shareholders IRSA INVERSIONES Y REPRESENTACIONES S.A. and NATIONAL STATE, anticipating her affirmative vote in that sense. Next, the Chairman submitted to consideration of the Shareholders the motion thus made. The Shareholders cast their votes, and the Chairman informed that the motion was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Next, the Chairman submitted the second Agenda item: II. AMENDMENT OF SECTION 16 OF THE BANK S BYLAWS ADAPTATION OF THE TEXT TO PROVISIONS OF SECTION 61, LAW No. 26,831 AND ITS INCORPORATION TO THE RESTATED BYLAWS. The Chairman informed the Shareholders that it was necessary to amend the current language of Section 16 of the Bank s Bylaws for adaptation of the text to provisions of section 61, Law No. 26,831. It was thus proposed that such Section shall hereinafter read as follows: "SECTION 16-23

24 QUORUM AND MAJORITIES: The Board of Directors shall be presided over by the Chairman or his substitute. Quorum shall be formed by the absolute majority of its members, either present or communicated through any simultaneous transmission of audio and video system. Reference shall be made in the minutes to members participating at distance and indicating the relevant means of communication permitting such participation. As for meetings convened regularly, any directors who anticipate that they shall be absent from the registered office on the relevant date fixed for the Meeting, shall give notice in advance thereof and in writing indicating that they shall participate at distance and specify the relevant means of communication, for the purposes of ensuring that necessary connection shall be available. In case of lack of quorum at a duly convened meeting after one hour since the time set forth in the call notice, the Chairman or his substitute may call the alternate director(s) of the relevant classes of the absent members to join the meeting through the same means as the regular directors, until achieving the minimum required quorum. The Board of Directors shall adopt resolutions with the vote of a majority of members participating, either present in person or at distance, in the meeting. The Chairman or his substitute shall in all cases have the right to vote and a casting vote in case of tie. The Supervisory Committee shall place on record that resolutions have been adopted in a regular manner in those cases where quorum is formed with the participation of members at distance. The representative of shareholders identified under Order Numbers 9 through 14, Mrs. María Laura Barbosa, took the floor and motioned and cast her affirmative vote for the approval of the Bylaws amendment proposed, delegating on the President of the Company the approval of the restated text thereof including the amendments approved by the Shareholders Meeting held on this date, as well as the power to require registration thereof in the files of the relevant notary public and to carry out all necessary proceedings for registration thereof with the controlling authority, vested with powers to answer notices and accept merely formal changes as may be indicated by such authority and being further empowered to delegate the respective proceedings to third parties. The motion was submitted to consideration of the Shareholders and it was approved unanimously by 2,629,098,753 affirmative votes, representing 100% of the votes. No negative votes were recorded. There being no further business to transact, the meeting rose at 1.10 pm. [Illegible signatures] 24

25 MINUTES OF SPECIAL MEETING OF CLASS D SHAREHOLDERS No In the City of Buenos Aires on April 9, 2018 at 1.10 p.m. a Special Shareholders Meeting was held at the registered office located at Reconquista 151, 7th floor, City of Buenos Aires, by the Class D shareholders of "BANCO HIPOTECARIO S.A." registered on pages 166 and 167 of the Company s Share Deposit Book and Record of Shareholders Meeting Attendance Nº 6, in order to deal with the Agenda items included in the Notice of Meeting described in Board Minutes No. 421 dated March 7, 2018, as published in the Official Gazette and in El Cronista Comercial Newspaper from March 12 to and including March 16, The Shareholders Meeting was attended, on first call, by 9 shareholders represented by proxy and by 1 shareholder acting on his own behalf, holding in the aggregate 610,850,717 common book-entry Class "D" shares, representing 91.58% of the outstanding capital stock and entitled to cast 1,832,552,151 votes. The Shareholders Meeting was presided over by Mr. Eduardo S. ELSZTAIN as Chairman of the Company. The meeting was attended by Directors: Mario BLEJER, Francisco SUSMEL, Juan Rubén JURE, Fernando RECALDE, Martín LANFRANCO, Julio DREIZZEN, Carlos PÍSULA, Gabriel REZNIK, Pablo VERGARA DEL CARRIL, Ernesto VIÑES, Mauricio WIOR and Saúl ZANG. Moreover, Statutory Auditors, Francisco GONZÁLEZ, Héctor IVANCICH, Daniel ABELOVICH, Ricardo FLAMMINI and Marcelo FUXMAN were also present. In addition, the General Manager, Mr. Manuel HERRERA was also present. Further, Accountant Ariel SCHMUTZ attended the meeting on behalf of Bolsas y Mercados Argentinos S.A. Then, upon quorum being verified with the attendance of all the shareholders in compliance with Section 238 of the Business Companies Law of Argentina, and as no objections were raised against holding the meeting, the Chairman called the Shareholders Meeting to order and submitted the first Agenda item: I. APPOINTMENT OF SHAREHOLDERS TO APPROVE AND SIGN THE MINUTES. The representative of Shareholders identified under Order Numbers 4 through 9, Mrs. María Laura Barbosa, asked for the floor and proposed that the Shareholders Meeting Minutes be approved and signed by the representatives of Shareholders ARGENTINE SOCIAL SECURITY ADMINISTRATION (ANSES) and IRSA INVERSIONES Y REPRESENTACIONES S.A., anticipating her affirmative vote in that sense. Next, the Chairman submitted to consideration of the Shareholders the motion thus made. The Shareholders cast their votes, and the Chairman informed that the motion was approved by 1,832,552,151 affirmative votes, representing 100% of the votes cast. No negative votes were recorded. Next, the Chairman submitted the second Agenda item: II. ELECTION OF FIVE REGULAR DIRECTORS FOR TWO FISCAL YEARS, TO REPLACE FIVE REGULAR DIRECTORS WHOSE MANDATE HAS EXPIRED. At this stage and for compliance with the terms of paragraph 2.1. of the "Authorities of the Central Bank of Argentina s Financial Institutions" Restated Text, the relevant provisions are read. Consequently, the shareholders present 25